výpis zo zmluvy)
Licenčná zmluva na nákup licenčných práv programov
(výpis zo zmluvy)
Zmluvní partneri: ABOUT PREMIUM CONTENT SAS 00 xxx xx xx Xxxxxxxx
75009 Paris Francúzsko
VAT č.FR49801524851
Zastúpená: Xxxxxxxxxx Xxxxxxxxx generálny manažér
a
Rozhlas a televízia Slovenska Mlynská dolina, 845 45 Bratislava
IČO: 47 232 480
IČ DPH: SK2023169973
Štatutárny orgán: Xxx. Xxxxx Xxxxxx
Generálny riaditeľ zapísaná: Obchodný register Mestského súdu Bratislava III., Oddiel: Po, Vložka č: 1922/B
Programy: Dokumentárne filmy 4x60´ Dokumentárne filmy v celkovom objeme 4 hodiny.
Práva a definície: Nákup licenčných práv programov pre vysielanie RTVS na televíznych programových službách Dvojka
Trvanie zmluvy: Licenčná doba 3 roky
Rozsah licencií pri jednotlivých tituloch od 1.12.2023 do 31.1.2027
Licencia na územie: Povolený jazyk:
Slovenská republika slovenský - dabing, komentár
Počet vysielaní: 2 vysielania – každé vysielanie vrátane reprízy do 48 hod.
Vysielacie práva: Terestriálne – Free TV práva simultánne šírenie káblovými rozvodmi a satelitom, catch up práva do 14 dní od premiéry
Licenčný poplatok: 3.700,- EUR
Splatnosť licencie: Úhrada v 2 splátkach po podpise Licenčnej zmluvy, po dodaní vysielacích materiálov
a ich technickej akceptácii, 1.splátka najneskôr k 30.11.2023 v sume 1.300 ,-EUR plus technické náklady 100,-EUR, 2.splátka najneskôr k 31.1.2024 v sume
2.400 ,-EUR plus technické náklady 300,- EUR
Podmienky dodania materiálu:
Technické náklady za materiál:
Po podpise licenčnej zmluvy
400,-EUR
Technické parametre materiálu:
Prístup k jazykovej verzií:
Materiál bude dodaný cez ftp server aspera, HD, original dialógové listiny, podľa technickej špecifikácie RTVS
povolený za 50% výrobných nákladov bod – Additional Conditions
Ustanovenie o zákonnej povinnosti zverejnenia zmluvy:
za ABOUT PREMIUM CONTENT SAS
Xxxxxxxxxx XXXXXXXX generálny manažér
Bod – Special Provision
za RTVS
Xxx. Xxxxx Xxxxxx generálny riaditeľ
This Program License Agreement is made in Paris on October 2nd, 2023
BETWEEN THE PARTIES
About Premium Content SAS having its registered office in 00 xxx xx xx Xxxxxxxx, 00 000, Xxxxx, Xxxxxx (hereinafter called the “Licensor”), legally represented by | Rozhlas a televízia Slovenska (RTVS) having its registered offices in Xxxxxxx xxxxxx, 000 00 Xxxxxxxxxx Xxxxxx Xxxxxxxx (hereinafter called the “Licensee”), legally represented by |
Xxxxxxxxxx XXXXXXXXX | Mr. Xxxxx XXXXXX |
Joint CEO of ABOUT PREMIUM CONTENT SAS | General Director |
VAT Number: FR49801524851 | VAT Number: SK2023169973 |
WHEREBY IS AGREED AND ACCEPTED
Under the DEAL TERMS set forth below and the GENERAL TERMS & CONDITIONS attached hereto, Licensor grants the following Rights on the following Programs:
LICENSED PROGRAM (1) | AC/DC: Forever young (1x52') Year of production: 2023 Original country: France Original language: French Genre : Arts, Culture & Portrait (Documentary) |
LICENSED PROGRAM (2) | WANTED: WOMEN IN SCIENCE (1x52') Year of production: 2021 Original country: France Original language: French Genre: Nature & Environment (Documentary) |
LICENSED PROGRAM (3) | XXX XXXXXXX: THE MAGNIFICIENT (1x52') Year of production: 2020 Original country: France Original language: English Genre: Arts, Cultutre & Portraits (Documentary) |
LICENSED PROGRAM (4) | XXXXXX XXXXXX: A FIGURE OF MODERNITY (1x52') Year of production: 2021 Original country: France Original language: French & English Genre: Arts, Culture & Portraits (Documentary) |
LICENSED SERVICES | Dvojka channel |
LICENSED PERIOD | For Licensed Program (1): 3 years, commencing on 1st December 2023 (the “Commencement Date”) and ending on 30 November 2026 (the “End Date”). For Licensed Program (2) (3) (4): 3 years, Commencing on 1st February 2024 (the “Commencement Date”) and ending 31st January 2027 (the “End Date”). |
RIGHTS | - Exclusive Free TV terrestrial rights including cable and satellite retransmission - Catch up rights for 14 days, geoblocked, streaming via xxx.xxxx.xx |
RUNS | 2 runs with quick repeat within 48 hours, or over the weekend for each program |
PROMOTION/ PROMOTION PERIOD | The Rights Licensed include the right to use promotional excerpts of the Program of up to three (3) minutes in length for the purpose of publicity and promotion of the Program in the Territory. Licensee may start to promote the Program 60 days prior to Commencement Date (and may promote the Program during the License Period) to the general public, including the promotion on the Internet, provided this is geo-blocked and available only in the Territory. |
TERRITORY | Slovakia |
AUTHORISED LANGUAGE | To be delivered in Original English or French version To be broadcast in Exclusive Slovakian language and non-exclusive original versions. |
LICENSE FEE PER EPISODE | Licensed Program (1): 1 300€ (One thousand and three hundred euros) per episode Licensed Program (2): 800€ (Eight hundred euros) per episode Licensed Program (3): 800€ (Eight hundred euros) per episode Licensed Program (4): 800€ (Eight hundred euros) per episode |
TOTAL LICENSE FEE | 3 700€ (three hundred and seven hundred euros) in total |
MATERIAL COST | At Licensee’s cost for 100€ (one hundred euros) per Licensed Program i.e. 400€ (four hundred euros) in total |
CONDITIONS & SCHEDULE OF PAYMENT | Subject to invoices, fully signed Agreement, original certificate of tax residence and technical acceptance of Materials: 100 % Total License Fee and Technical Fee shall be payable within 30 (thirty) days from delivery of material and its technical acceptance: - no later than November 30, 2023 for Licensed Program (1) - no later than January 31, 2024 for Licensed Program (2) (3) and (4) |
PAYMENT INSTRUCTION | As per invoice including IBAN format (International Bank Account Number) and bank SWIFT code. |
ADDITIONAL CONDITIONS | Licensee shall create the Versions at its own cost. Upon payment of 50% documented production cost, Licensor may acquire the license to exploit the Slovakian version produced by or for Licensee. |
SPECIAL PROVISION | In compliance with the § 47 a) of the Act No.40/1964 Collection Civil Code as amended § 5a) of the Act No.211/2000 Coll. on free access to information and on amendments and supplement to certain acts (Freedom of Information Act) Radio and Television of Slovakia is obliged to publish this Contract via Central Register of Contracts of the Government Office of Slovak Republic in its full wording. |
MATERIAL SPECS | Licensee agrees to be delivered the master files as defined in Appendix 1 The material will be delivered digitally. Licensee has 14 days starting from the reception of the delivery files’ email to download the material; past this delay, the links will expire and the Licensor will have to launch a new delivery at Licensee’s costs based on this agreements’ technical costs’ fees. Licensee will have 30 days following the delivery date to accept the Material. If there is no feedback within these 30 days, the Material will be deemed accepted. |
DATE OF DELIVERY | No later than 30 days prior to Commencement date |
ADDITIONAL MATERIAL | Post-production script or dialogue list in English when available Music Cue Sheets Credit List |
Promotion material (including episode synopses, tracks, stills and colour slides, trailers and/or Electronic Press kit if available. |
CONTACTS INFO APC | GENERAL: Xxxxx XXXXXX : Xxxxx.xxxxxx@xxxxxxxxxxxxxxxxxxx.xxx TECHNICAL (Digi files): Xxxxxx at APC Delivery : xxxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx ADDITIONAL MATERIALS: Enora LE POLLES : xxxxx.xxxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx INVOICES (PDF only), PAYMENTS: Xxxxxxx XXXXXXXX: Xxxxxxx.xxxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx CONTRACT & ADMINISTRATION: Xxxxxxx XXXXXXXX: |
CONTACTS INFO RTVS | GENERAL: Xxxxxxxx Xxxxxxxxx : Xxxxxxxx.Xxxxxxxxx@xxxx.xx TECHNICAL (Digi files): Xxxxx Xxxxxxxxxx : Xxxxx.Xxxxxxxxxx@xxxx.xx ADDITIONAL MATERIALS: Xxxxx Xxxxxxxxxx : Xxxxx.Xxxxxxxxxx@xxxx.xx INVOICES (PDF only), PAYMENTS: Xxxxx Xxxxxxxxxx xxxxx.xxxxxxxxxx@xxxx.xx CONTRACT & ADMINISTRATION: Xxxxx Xxxxxxxxxx xxxxx.xxxxxxxxxx@xxxx.xx |
These DEAL TERMS (including Exhibits and Amendments, if any) together with the GENERAL TERMS & CONDITIONS constitute the entire Program License Agreement between the parties. In case of inconsistency between the Special Conditions and the General Conditions, the Special Conditions will prevail.
A counterpart signature page of this Program Licence Agreement executed by a party and transmitted electronically in Portable Document Format (“PDF”) shall be treated as an original, fully binding and with full legal force and effect, and the parties hereto waive any rights they may have to object to such treatment.
ABOUT PREMIUM CONTENT SAS Here the licensor | Rozhlas a televízia Slovenska (RTVS) Here the licensee |
Name: Title: Signature: | Name: Mr Xxxxx Xxxxxx Title: General Director Signature: |
GENERAL TERMS & CONDITIONS
Licensor licenses to Licensee the rights to exploit the Program during the Term throughout the Territory as set forth in the Deal Terms. In the event of any conflict between the Standard Terms and Conditions and the Deal Terms, the Deal Terms shall prevail.
1. Definitions and Interpretations
1.1 The following definitions apply in this Agreement unless the context otherwise requires:
"Agreement" this Agreement and all schedules, annexures and exhibits attached to it or incorporated in it by reference.
"Authorised the language(s) and/or dialect(s) specified in this Agreement. Language"
“AVOD” exhibition of audiovisual content on a service entirely supported by advertising revenues which enables viewing of audiovisual content on demand by viewers who do not pay to view such content or any other related service or content.
“Basic Pay TV” linear Exhibition of audiovisual content to subscribers in encrypted form as part of a package of channels or services at a non-premium price, to include "expanded/extended” and/or “thematic” basic tiers as those terms are commonly understood in the television industry.
“Catch-Up TV” means transmission of the Programs by way of any telecommunications system utilizing TCP/IP protocols and/or related protocols (whether now known or hereinafter devised or invented), including via streaming and/or temporary downloading to a device or on an on-demand basis, to user for viewing for a specific and limited period of 7 days after each broadcast by another broadcast service.
"Delivery Date" the delivery date specified in the Deal Terms section of this the agreement
“EST” means the downloading of the Program for purchase and retention by Consumer on a permanent basis with the intention that the Program is stored on a device for an indefinite period of time
"Free TV" linear Exhibition of audiovisual content to viewers without charge (other than compulsory fees and/or taxes imposed by Applicable Law for ownership of an audiovisual receiver and/or for general reception of programming services), including Free TV Catch Up Rights
“FVOD” exhibition of audiovisual content on demand to viewers who do not pay to view such content or any other related service or content, excluding AVOD
“Holdback” the requirements on Licensor to restrict Exhibition of the Program
"Internet" any global computer network now existing or hereinafter developed comprising inter-connected networks using standard protocols, which includes without limitation the worldwide web and all associated telecommunication networks and technologies. For the avoidance of doubt, Internet includes OTT.
"Licence Fee" the amount specified in this Agreement payable by Licensee to Licensor for the Rights.
"Licence Period" the term for which the Rights is granted as specified in this Agreement.
“Linked SVOD” means the exhibition of audiovisual content on demand to Subscribers via a service which is linked to a Pay Television service.
"Materials" the materials referred to in this agreement
“Pay TV” linear Exhibition of audiovisual content to subscribers in an encrypted form either on a standalone or a la carte basis or together with other audiovisual content in a package at a premium price and whether payable in addition to the periodic fee charged for the right to receive Basic Pay Television.
"Program" each title of the television series program specified in this Agreement. "Promotion Material" the promotional and publicity materials specified in this agreement
and to be provided by Licensor to Licensee.
"Rights" the rights granted to Licensee under this Agreement.
"Run" the broadcast/transmission of the Program during the Licence Period.
"Territory" such country, city or location as specified in this Agreement. “Standalone SVOD” means the exhibition of audiovisual content on demand, on a subscription
basis (as opposed to a per-transaction basis, whether a payment is required or not) via a service which is not linked to a Pay Television Service.
“Subscriber”: means any viewer who is a subscriber to a Permitted Platform commercial offers made by Licensee and/or by Permitted Platforms that require the payment of periodic fees to access such services.
“Temporary Download” the transmission of a Program to a device by means of download techniques that allow for a copy to be delivered to and stored on such device as a consequence of such process for a limited period of time only and "Temporarily Download" shall be construed accordingly.
“Temporary Sideload “ transferring, transmitting, re-transmitting and/or copying a Program Recording by a viewer from their set-top-box and/or NPVR to any device on a Temporary Download basis for viewing inside and/or outside the viewer's residence provided that any Program Recording that is Temporarily Downloaded onto a device is erased from or otherwise rendered inaccessible via such device by the earlier of (i) thirty (30) days after the Program Recording has been downloaded onto such device; and (ii) forty-eight (48) hours after viewing of such downloaded recording has commenced or been completed; and “Sideload” shall be construed accordingly.
"Territory" such country, city or location as specified in this Agreement.
“TVOD” making available of the Program for viewing, by means of an on demand program service, which charges the viewer a discrete and specific charge (where applicable for each individual episode) for such viewing availability including without limitation on a download to own, download to rent and/or pay per view basis and where such charge is at market rates and sufficient to distinguish TVOD from AVOD and FVOD.
“VOD Rights” or “Video on Demand Rights” shall mean the right to broadcast and transmit the Program via cable, satellite, digital, Internet or any other technology now known hereinafter devised or developed and delivered by means of a communications system from a digital (or any other storage devise hereinafter devised and/or developed) storage device (including without limitation allowing the end user to pause, stop, rewind or forward the Program or download them temporarily to its hard drive or any other storage device now known or hereinafter devised, invented and/or developed) or presented in any form that permits exhibition of the Program in the discretion of the end user, using computer information storage, retrieval and management techniques, whether or not a supplemental charge on a per-exhibition basis is made to an end user for the privilege of viewing the Program at a time scheduled by the end user (i.e. the end user can independently, and in its entire discretion, select its desired viewing time without reference to a list of possible viewing times pre- established by the exhibitor of the applicable service) or a fixed charge is charged or made to the end user for the “buy out” the Program and its storage in the end user’s storage device. Video-On-Demand Rights shall include without limitation the right to transmit and/or broadcast point-to-point the Program for reception throughout the Territory on a television receiver, computer screen, mobile phones, hand-held devices or any devices, now known or hereafter devised. Video-On- Demand Rights shall include without limitation the rights to “stream” the Program to the end user’s storage device, and include Ad- supported Video-On-Demand, Subscription Video-On-Demand and Near Video-On-Demand.
1.2 Unless the context otherwise requires words denoting the singular shall include the plural and vice versa and words denoting any one gender shall include all genders and words denoting persons shall include bodies corporate unincorporated associations partnerships and individuals.
1.3 Unless otherwise stated references to clauses sub-clauses paragraphs sub-paragraphs schedules annexures and exhibits relate to this Agreement.
2. Payment
2.1 Licensee agrees to pay the Licence Fee in accordance with the Schedule of Payment set out in the Deal Terms section of this agreement
3. Delivery of Materials
3.1 Unless otherwise stated in this agreement, Licensee shall bear inbound and outbound shipping cost for delivery of Materials
3.2 Licensor warrants and undertakes that the Materials are of internationally accepted quality and physically suitable for the purposes of Licensee.
3.3 In case of digital delivery, Licensee shall examine the Materials sent through downloadable links – the licensee has 10 days starting from the upload of the links to determine in good faith whether they are of acceptable technical quality and shall give notice to Licensor if any such Materials or any part thereof in the opinion of Licensee is not acceptable.
3.4 Upon receipt of such notice from Licensee, Licensor undertakes to supply Licensee with a replacement of the Materials of technical quality acceptable to Licensee within seven (7) days at Licensee's costs based on this agreement technical fees per hour or per eps.
4. Warranties and Indemnities
4.1 Licensor warrants and represents as follows:
(a) it is vested with all of the rights necessary to grant to Licensee the Rights and that it has cleared all rights in all the music contained in the Program (with the exception of performing rights the clearance of which is the responsibility of Licensee);
(b) exercise of the Rights by Licensee will not infringe upon the copyrights or any other rights of any person;
(c) Licensor has conformed to the Main Terms and Conditions of this Agreement and shall keep on conforming to them during the Licence Period;
4.2 Licensee warrants and agrees as follows:
(a) it is free to enter this Agreement and is able to perform and observe its obligations under this Agreement;
(b) it shall not by any act or omission impair or prejudice the copyright in the Programmor deal with the Materials so that any third party might obtain any link or right to possess them;
(c) it shall give full particulars to Licensor immediately of any claim or threatened claim by any third party arising out of any exploitation of the Rights.
4.3 Licensor and Licensee mutually undertake to indemnify the other and keep each other fully indemnified from and against all actions proceedings claims demands and costs (including legal cost on a solicitor and client basis) awards and damages arising directly or indirectly as a result of any breach or non-performance by either party of any of its undertakings warranties or obligations under this Agreement.
5. Editing and Advertisement
5.1 Licensee may edit or delete any part of the Program if in its opinion, it is necessary for the purposes of complying with the requirements of any relevant laws, regulations, directions or codes of practice or for Program presentation provided. Always the quality and continuity of the Program will not be materially affected.
5.2 Licensee may insert advertising and other promotional materials within the Program at appropriate breaks as Licensee deems fit and all revenue derived from the sale of advertising spaces shall belong to Licensee absolutely.
5.3 Licensee may modify or alter the credits contained in the Program as may be necessary for the purposes of exercising the Rights granted herein provided always reasonably sufficient acknowledgement is given to Licensor in the Program and respect of legal obligations of the county of origin of the Program in respect of credits.
6. Authorised Language
Licensee shall have the right to dub and/or subtitle the Program in the Authorised Language at its own cost. All rights in the dubbed soundtrack and subtitled materials shall vest in Licensee absolutely. Should Licensor request for such dubbed soundtrack, Licensee shall not unreasonably withhold but Licensee shall not be required to supply the dubbed soundtrack to Licensor before the first Run of the Program by Licensee. The provision of such materials to Licensor shall be subject to payment of a fee as Licensee may determine and subject to any restriction of use as Licensee may reasonably impose.
7. Music and Performing Rights
Licensee shall be responsible to pay for any public performance licences required in the Territory in connection with the exercise of the Rights.
8. Force Majeure
No liability shall arise in respect of any breach of the terms of this Agreement as a result of circumstances beyond the control of a party.
9. Expiry and Termination
9.1 This Agreement shall terminate on the expiry date of the Licence Period or the date on which the last Run of the Program is made by Licensee whichever is earlier.
9.2 Either party shall be entitled to terminate this Agreement by giving written notice to the other party in any of the following circumstances :
(a) the other party commits a material breach of any terms of this Agreement which is incapable of remedy or if capable of remedy is not remedied within fourteen (14) days after written notice has been given to such party in breach;
(b) the other party is declared or becomes insolvent or a petition is presented or a meeting is convened for the purpose of considering a resolution for the winding up of the other party (other than for the purpose of voluntary reconstruction or amalgamation) or a trustee receiver liquidator or similar officer is appointed in respect of all or substantial part of its business or assets.
9.3 The termination of this Agreement however caused shall be without prejudice to any obligations or rights of the parties hereto which have accrued prior to such termination and shall not affect any provision of this Agreement which is expressly or by implication provided to come into effect on or to continue in effect after such termination.
9.4 Where termination of this Agreement is due to default of Licensor, Licensor shall refund to Licensee that portion of Licence Fee paid by Licensee which reflects the remaining prorated number of transmissions as yet not utilised by Licensee, or if Licensee is indebted to Licensor, Licensee shall only be obliged to pay that portion of the Licence Fee which reflects the prorated number of transmissions utilized by the Licensee and this shall be without prejudice to any other rights or claims for damages of Licensee against Licensor hereunder.
9.5 Where termination of this Agreement is due to default of Licensee, any sums previously paid to Licensor will remain the absolute property of, and will be retained by, Licensor, and the balance of Licence Fees will become due and payable to Licensor, without prejudice to any other rights or claims for damages of Licensor against Licensee hereunder.
9.6 Upon termination of this Agreement for whatever reason, Licensee will at the election of Licensor either return the Materials and all copies thereof to Licensor or destroy such materials at its own cost.
9.7 Neither party shall disclose at any time to any third party any confidential information acquired during the existence of this Agreement and no reference is to be made to the commercial terms of the Agreement (other than to professional advisors) without the prior written consent of the other party. The Parties shall ensure that this confidentially clause is binding upon and complied with by the employees and any representatives of the Parties.
9.8 The Agreement shall be construed and governed by the laws of France.
APPENDIX 1
TECH SPECS
Masters (proRes HQ422 HD or DnX HD) semi texted version 16/9 Original aspect ratio with original mix and M&E mix embedded, and split stems delivered as wave files separately. With textless backgrounds at tail when available.
Resolution: 1920 x 1080
Framerate: 25FPS Interlaced or Progressive
With stereo full mix track (ENG, FRA...) and stereo music and effects track (M&E)