výpis zo zmluvy)
Licenčná zmluva na nákup licenčných práv programov
(výpis zo zmluvy)
Zmluvní partneri: RAI Com S.p.A.
Via Xxxxxxx Xxxxxx 18 00195 Rím
Taliansko
VAT 12865250158
a
Rozhlas a televízia Slovenska Mlynská dolina, 845 45 Bratislava
IČO: 47 232 480
IČ DPH: SK2023169973
zastúpená: Ing, Xxxxxx Xxxx
generálny riaditeľ RTVS zapísaná: Obchodný register Okresného súdu Bratislava I., Oddiel: Po, Vložka č: 1922/B
Programy: hrané programy v celkovom objeme cca 26 hodín.
Práva a definície: Nákup licenčných práv programov pre vysielanie RTVS na televíznych programových službách Jednotka a Dvojka
Trvanie zmluvy: Licenčná doba na 3 roky a 5 mesiacov, rozsah licencií od 31.12.2014 do 30.5.2018
Licencia na územie: Povolený jazyk:
Slovenská republika slovenský – dabing, titulky
Počet vysielaní: 3 vysielania –každé vysielanie vrátane reprízy do 72 hod.
Vysielacie práva: Terestriálne – Free TV práva exkluzívne
/digitálne šírenie/, šírenie cez basic cable a satelite free TV.
Licenčný poplatok: 33.500,- EUR
Splatnosť licencie: 1.splátka vo výške 18.500,-EUR po podpise zmluvy k 28.2.2015 2.splátka vo výške 15.000,- EUR po dodaní materiálov k 15.4.2015
Podmienky dodania materiálu: po úhrade prvej splátky
Technické náklady za materiál: žiadne.
Technické parametre materiálu: Materiály vo digitálnom formáte
VMover so separátnou hudobnou a ruchovou stopou
/M/E Track/, dialógové listiny v originálnom jazyku, promo material a hudobné zostavy budú dodané bezodplatne
Dátum dodania materiálu: Prístup k jazykovým verziám:
Ustanovenie o zákonnej povinnosti zverejnenia zmluvy:
za RAI – Radiotelevisione Xxxxxxxx S.p.A.
po úhrade 1.splátky zmluvnej čiastky na účet partnera.
Prístup majiteľa licencie k jazykovým verziám možný za úhradu 50% dokladovaných výrobných nákladov RTVS (v časti Special Conditions)
doplnené v Special Conditions
za RTVS Xxxxxx Xxxx
generálny riaditeľ RTVS
C/TBA
ROZHLAS A TELEVIZIA SLOVENSKA
Mlynská dolina BRATISLAVA 845 45 SLOVAKIA
Re: “Fiction Package”
Ladies and Gentlemen:
This letter of agreement (“Agreement”) confirms our mutual understanding, whereas:
a)RAI Com S.p.A. (“Licensor”), Xxx Xxxxxxx Xxxxxx, 00, 00000 Xxxx, Xxxxx, VAT 12865250158 is vested with distribution rights to the program(s) (“Program(s)”) indicated in Item 1 of Addendum A hereto;
b)ROZHLAS A TELEVIZIA SLOVENSKA (“Licensee”), Mlynská dolina, 845 45 Bratislava, Slovakia,has expressed its will to exploit the Program(s) subject to the terms and conditions set forth in this Agreement and in Addendum A, the latter being a part of this Agreement.
Any other Addenda, if specified in this Agreement, are also a part thereof.
Pursuant to the above points (a) and (b), Licensor and Licensee hereby agree to the following:
1. RIGHTS GRANTED AND TERRITORY
Licensor grants Licensee the exclusive rights (“Rights”) indicated in Item 2 of Addendum A relating to the Program(s) and the territory (“Territory”) indicated in Item 3 of Addendum A.
2. LICENSE PERIOD
The Rights in the Territory are granted for the period (“License Period”) indicated in Item 4 of Addendum A. During the License Period Licensee shall have the right to transmit the Program(s) for the number of runs granted in Item 5 of Addendum A.
3. MATERIALS
After the execution of this Agreement, Licensor shall deliver the materials (“Materials”) listed in Item 6 of Addendum A. The agreed mode of supply is specified in said Item 6.
4. CONSIDERATION AND PAYMENT TERMS AND CONDITIONS
The agreed amount for the license of Rights (“Consideration”) is indicated in Item 7 of Addendum A. The Consideration is net of Value Added Tax (VAT) and any other tax which may be due pursuant to the legislation in force in Licensee’s country and/or Licensor’s country, including but not limited to all taxes governing the transfer and acquisition of rights (whether cinematic, television, video or other types of audiovisual exploitation rights). Licensee shall pay Licensor the Consideration according to the payment terms and conditions set forth in said Item 7 (“Payment Terms and Conditions”).
Licensor shall inform Licensee of the amount due for the Materials. If any of the Materials should be paid for by Licensee, then Licensee shall destroy such Materials at the end of the License Period and provide Licensor with a certificate of destruction. If any of the Materials should be delivered on loan, then Licensee shall maintain them for a period of maximum 90 (ninety) days from the date of the arrival of the Materials at customs in Licensee’s country. Said period of maintenance shall be extended only upon Licensor’s consent in writing.
If Licensor and Licensee should agree upon any further payment of a different nature (“Other Reimbursements”), then the nature, amount and payment terms and conditions of Other Reimbursements shall be set forth in Item 7 of Addendum A.
If Licensee should fail to pay the Consideration by the agreed deadlines, then Licensee shall pay Licensor interest on arrears in the amount corresponding to the international bank rate on the agreed currency, without prejudice to Licensor’s right to indemnification for greater damages.
5. WARRANTIES
Licensor represents and warrants that it has full power to distribute exploitation rights to the Program(s) and that it has not made any other agreement which might interfere with the exploitation of Rights. Licensor shall hold Licensee harmless against any claims, damages, liabilities, costs and expenses, including reasonable counsel fees, arising from actions by third parties with respect to the Rights granted by Licensor hereunder. Licensee shall be directly and solely liable to third parties for any consequence deriving from Licensee’s acts, errors or omissions. Licensee shall not make any use of the Program(s) other than expressly set forth in this Agreement. Licensee undertakes to do all in its power to protect the non-exclusive Rights granted hereunder. Licensee shall be personally liable and shall bear all costs for any action taken for the purpose of protecting the exclusivity of Rights, and all amounts paid to Licensee as damages as a result of said action shall pertain to Licensee. Licensee shall immediately inform Licensor of the occurrence and the contents of any such action so as to allow Licensor to join in the same at Licensor’s sole discretion.
6. MATERIALS, TRANSPORT AND CLAIMS
The Materials shall travel at Licensee’s risk. Licensee shall be liable for all expenses, charges, duties and taxes relating to the packaging, delivery and transport of the Materials. If Licensee should be obliged to return the Materials to Licensor for any reason, then Licensee shall be liable for any damage to the Materials. Licensee shall report to Licensor any claim with regard to the quality and wear of the Materials within 20 (twenty) days after the arrival of the Materials at customs in Licensee’s country, after which period of time Licensor shall not consider such claim valid. In the event of any problems arising from delivery or acceptance of the Materials, this Agreement shall nevertheless be deemed valid and in force.
7. FORCE MAJEURE
If Licensor should be unable to deliver the Materials due to any cause independent of the will of Licensor, including military conflicts and acts of God (“Force Majeure”), then Licensor shall notify Licensee in writing and Licensor and Licensee shall determine as whether to consider this Agreement terminated. In the event of termination due to Force Majeure, Licensor shall return to Licensee any advance payment made and this reimbursement shall fully hold Licensor harmless from any requests or claims by Licensee.
8. HOLDBACKS, RIGHTS DEFINITIONS AND SPECIAL CONDITIONS
Licensor warrants that any holdback pursuant to the Rights, if applicable, shall be maintained and respected. Licensee undertakes to exploit the Rights according to the definitions set forth in Item 8 of Addendum A (“Definitions”), to respect all obligations pursuant to the special conditions of said Item 8 (“Special Conditions”), and to respect holdbacks and/or period of transmission, if applicable, as specified in Item 4 of Addendum A.
9. DUBBING, SUBTITLING AND EDITING
Unless otherwise indicated in the Special Conditions, Licensee may make such minor modifications or reductions to the Program(s) as are justified by technical or programming requirements. Licensee may also dub/over-voice or subtitle the Program(s). Licensee undertakes to modify or dub/over-voice or subtitle the Program(s) in such a manner as not to alter the spirit of the Program(s). In any event, Licensee shall respect the moral rights of the authors of the Program(s). Licensee shall use the Program(s) in its entirety. Licensee may use Program(s) excerpts for strictly promotional purposes, for a total duration not to exceed 3 (three) minutes.
10. FESTIVALS, CONVENTIONS AND MARKETS
The Program(s) may not be shown at festivals, conventions and markets without Licensor’s prior consent.
11. MUSIC
Licensor shall provide Licensee with music cue sheets as well as the available promotional literature. Licensee undertakes to use the music recorded in the Program(s) in its entirety. Licensee shall perform at its care and expense all obligations deriving from this Agreement to local performing rights societies according to the laws, regulations and tariffs in force in Licensee’s country. Where local performing rights societies do not exist, then Licensee shall pay the owners of the performing rights directly.
12. CREDITS
Licensee shall retain all credits and comply to publicity obligations in its publicity material and in the opening and end titles of the Program(s) and shall maintain them in their entirety and in the same order and form as indicated by Licensor. Licensee may not change the Program(s) title as indicated at Item 1 of Addendum A without Licensor’s written consent, except for a literal translation into the language of the Territory.
13. ASSIGNMENT
Licensee may assign the Agreement pursuant to an intra-group corporate reorganization to an affiliate of Licensee, which controls, is controlled by, or is under common control with Licensee, upon written notice to Licensor. However, Licensee shall not be relieved of any of its liabilities to Licensor and the assignee shall be jointly liable to Licensor.
14. TERMINATION
Except as stated at Clause 7. above, this Agreement shall terminate automatically if Licensor should declare its intention of availing itself of this termination clause due to the occurrence of one or more of the following events:
(a) Licensee is insolvent, bankrupt or has made any arrangement with creditors;
(b) Licensee indefinitely discontinues business with regard to audiovisual exploitation;
(c) Licensee fails to pay the Consideration or any part thereof at the agreed deadlines, the Payment Terms and Conditions being essential to this Agreement;
(d) Licensee reproduces the Materials in excess of normal transmission requirements;
(e) Licensee transports the Materials outside the Territory without Licensor’s written consent.
In the event of Licensee’s breach of any other obligation pursuant to this Agreement, Licensor may require Licensee to cure such breach within 15 (fifteen) days of the date of receipt by Licensee of Licensor’s notice to cure such breach. If Licensee does not cure such breach within such term, then this Agreement shall terminate automatically.
In the event of termination due to any of the reasons mentioned above:
(i) Licensee shall immediately return all Materials to Licensor or to the person designated by Licensor or shall destroy the Materials, if requested by Licensor, providing Licensor with a certificate of destruction;
(ii) Licensor shall retain any amounts paid by Licensee as a penalty or as partial indemnification for damages;
(iii) Licensee shall pay Licensor the Consideration as well as damages and any interest on arrears pursuant to Clause 4. above.
Waiver of the right to terminate this Agreement for any breach of this Agreement shall not constitute waiver of the right to damages deriving from such breach or of the right to terminate this Agreement for any subsequent breach.
15. GOVERNING LAW AND FORUM
This Agreement and the obligations deriving therefrom shall be governed by Italian law. The Courts of Rome are the Courts competent to hear any dispute relating to the interpretation, performance or termination of this Agreement. However, Licensor may commence proceedings before the Courts of Licensee’s country.
16. SPECIFICATIONS OF THIS AGREEMENT
None of the clauses of this Agreement may be considered as authorizing Licensee to represent or obligate Licensor to any agreement or performance of any obligation or to bind Licensor in any manner or otherwise subject the Licensor to any law, regulation, or ordinance or any other liability whatsoever. This Agreement may be amended, modified or integrated in writing only. The English language version of this Agreement shall be the only valid version irrespective of whether an Italian or other language version is prepared for the convenience of Licensor and/or Licensee or for any other reason. This Agreement sets forth the entire agreement and understanding between Licensor and Licensee pertaining to the Program(s) and merges all prior discussions between them. Neither Licensor nor Licensee shall be bound by any definition, condition, warranty or representation other than as expressly stated in this Agreement or as subsequently set forth in writing and executed by a duly authorized officer of the party to be bound thereby.
17. DISCLOSURE OF INFORMATION
In compliance with the obligation to notify pursuant to clause 10 of the Italian Law #675 of December 31, 1996 (“Privacy Law”), the Parties declare that:
(a) any and all information relating to each Party pursuant to this Agreement and/or obtained during the previous understandings shall be subject to safekeeping, according to the provisions of clause 1 (b) of the Privacy Law;
(b) Said safekeeping shall be effected in an electronic or non-electronic form, in order to comply with excise, salary, income tax, insurance, welfare and/or any other obligation at law deriving herefrom, directly and/or indirectly, and in order to comply with the specific requirements of each Party;
(c) any information subject to safekeeping shall be disclosed to those entities which require their notification at law, and to all those persons and entities which might find such notification necessary in order to comply with the specific requirements of each Party;
(d) any information relating to each Party may also be disclosed to each Party’s parent or controlling corporation(s) and/or to corporations controlled by each Party pursuant to clause 2359 of the Italian Civil Code, in pursuit of creating unified databases and in order to comply with obligations at law in the realm of fiscal budgeting and annual reporting.
In order to allow the safekeeping and disclosure of information pursuant to sub (a), (b), (c) and (d) of this Clause, each Party shall disclose to the other any further information relating to itself upon demand, and shall indemnify the other party against any harmful consequences deriving, directly and/or indirectly, from the other Party’s refusal to disclose the information demanded. Each Party may avail itself of the rights pursuant to clause 13 of the Privacy Law.
In compliance with and subsequent to clause 11 of the Privacy Law, the Parties expressly acknowledge that the safekeeping of information pursuant to this Clause is fully legitimate and hereby allow said safekeeping and the disclosure of information to the entities and persons mentioned in this Clause, provided the above is subject to the limitations hereby.
Each Party allows the other to disclose information as defined above to persons and entities residing abroad or foreign persons and entities having their permanent or temporary address in each Party’s country of residence, including non-European Union nationals.
1 Licensee, acknowledged the general ethical principles of honesty and enforcement of law, pluralism, professionalism, impartiality, fairness, privacy, transparency, diligence, loyalty and good faith and the entire contents of the Broadcaster Code of Ethics - claiming to know globally and its individual parts, having taken full and complete vision in writing and/or through connection to the internet site
<xxxx://xxx.xxx.xx/xx/xxxx//%0X0000000000000%0Xxxxxxx%00xxxxx%00xxxxxxx.xxx> inside the thematic area "Corporate Governance" - undertakes, for the entire duration of this Agreement, to adhere to the Code itself, and to enforce the provisions of this Code to its employees, collaborators, partners and anyone involved in the implementation of the Agreement, and that such conduct is not detrimental to the image and, anyway, of moral values and materials in which the Broadcaster recognizes itself and implements in the course of its activities, also with reference to relations with third parties.
2 Licensee also expressly declares to know, having taken full and complete vision in writing and/or through the internet site
<xxxx://xxx.xxx.xx/xx/xxxx/%0X0000000000000%0XXxxxxxxxXxxxxxxxxXxxxxXxxxxxxx.xxx> and
<xxxx://xxx.xxx.xx/xx/xxxx/%0X0000000000000%0XXxxxxxxxXxxxxxxxxXxxxxXxxxxxxx.xxx> inside the thematic area "Corporate Governance", the Organizational Model according to the Legislative Decree 231/2001 on administrative liability for companies’ crimes - in the version made available by the Broadcaster itself - and undertakes to keep a conduct in compliance with that Model, and to enforce the provisions of it to its employees, collaborators, partners and anyone involved with the Agreement.
3 The compliance with all the provisions of the Code of Ethics and the principles and rules of conduct contained in that OM "231", and the prevention, in every form, of criticalities and risks highlighted by the same OM is considered an essential part, in the interest of the Broadcaster, also under section 1456 c.c and its effects, of the obligations that RAI - Radiotelevisione Xxxxxxxx S.p.A. undertakes with this Agreement.
4 The un-fulfillment of even one of the obligations set out in the Code of Ethics, also in accordance with the provisions of section 10 of the Code itself and of the obligations provided by OM "231" constitutes a serious breach of contract, with every legal consequence in order to the possibility of resolution by the Broadcaster, without prejudice to damages indemnification.
5 Licensee declares not to have knowledge of relevant facts under Leg.Decree 231/2001 in its relationship with the Broadcaster, particularly in the phase of negotiations and conclusion of the Agreement and undertakes, as for its responsibility, to monitor the implementation of the Agreement to avert the risk of offences under the above-mentioned Leg. Decree 231/2001, and to activate, in this case, all the most appropriate actions in accordance with law and their instruments of internal organization.
6 In the event of default, even partial, of its obligations under the preceding paragraphs, the Broadcaster:
(i) will be entitled to suspend at any time and without notice, the execution of the contract by registered letter containing the summary statement of the facts or court proceedings which may reasonably be inferred the breach in question, or, in alternative,
(ii) shall have the right to terminate this contract, under section 1456 Civil Code, or may withdraw unilaterally from this contract at any time and also in progress, without prior notice and without any obligation or responsibility, by registered letter containing the summary statement of the facts or court proceedings proving the un-fulfillment in question.
7 The exercise of the rights referred to in paragraphs (i) and (ii) will be to the detriment of the Broadcaster, in any case charging to RAI - Radiotelevisione Xxxxxxxx S.p.A. all major costs and expenses arising or resulting, and being understood the responsibility for RAI - Radiotelevisione Xxxxxxxx S.p.A. about any prejudicial event or damage that could occur as a result of its un-fulfillment and the obligation to keep harmless the Broadcaster for any action by third parties arising out of or resulting from that failure.
8 Licensee shall immediately inform the Broadcaster whether RAI - Radiotelevisione Xxxxxxxx
S.p.A. receives, directly or indirectly, by an agent, employee, contractor or consultant a request for conduct that could lead to a breach of the Ethical Code/OM adopted by the Broadcaster or, more generally, conduct that could lead to commit crimes provided by Legislative Decree No. 231/2001.
9 Licensee declares that it doesn’t know relevant events under Legislative Decree no. 231/2001 in relation to its business relation with the Broadcaster, in particular during the negotiation and during the Agreement, and binds itself to supervise the execution of this Agreement to avoid crimes provided by Legislative Decree no. 231/2001, and to take, in such case, appropriate actions according to law.
Please acknowledge receipt of this Agreement within 30 (thirty) days of reception and confirm that you agree to the terms and conditions herein by signing in the spaces provided below and specifying your name and position in the company. We shall send a copy of this Agreement executed by us upon reception of your executed copy.
ROZHLAS A TELEVIZIA SLOVENSKA (Licensee) RAI Com S.p.A. (Licensor)
We expressly and specifically approve the provisions set forth in Clauses 4., 5., 6., 7., 8., 9., 13., 14.,
15., 17 and in Addendum A.
ROZHLAS A TELEVIZIA SLOVENSKA (Licensee) RAI Com S.p.A. (Licensor)
Addendum A
to the Agreement no. C/TBA between RAI – Com S.p.A. and ROZHLAS A TELEVIZIA SLOVENSKA
ITEM 1: PROGRAM(S) (license fee to be allocated by Licensor)
A) Original Title | Format | Allocation |
XXX XXXXX PER AMORE DEL MIO POPOLO | 2x100’ | EUR 5000 |
NON E’ MAI TROPPO TARDI | 2x100’ | EUR 5000 |
XXXXXXX XXXXXXXX | 2x100’ | EUR 5000 |
BIANCA COME IL LATTE… | 1x100’ | EUR 2000 |
L’ASSALTO | 1x100’ | EUR 2000 |
ORO DI SCAMPIA | 1x100’ | EUR 3000 |
LA TEMPESTA | 1x100’ | EUR 1500 |
A TESTA ALTA | 1x100’ | EUR 2000 |
STORIA DI UN’AMICIZIA CON XXXXXXXX XXXXX XX | 1x100’ | EUR 5000 |
LA MAFIA UCCIDE SOLO D’ESTATE* | 1x100’ | EUR 3000 |
ITEM 2: RIGHTS
Exclusive Free Television Rights, rights as defined in the Item 8.
ITEM 3 TERRITORY
The territory (“Territory”) shall be considered Slovak Republic.
ITEM 4 LICENSE PERIOD
The License Period shall commence on December 31st, 2014 and shall expire on May 30th , 2018.
*The License Period for LA MAFIA UCCIDE SOLO D’ESTATE shall commence on April 1st 2015 and shall expire on March 31st 2018.
ITEM 5 : NUMBER OF RUNS GRANTED
3 (three) runs with respect to Free Television Rights, plus 3 (three) repeats of each run and unlimited within 72 hours
ITEM 6: MATERIALS
Licensor shall deliver to Licensee the following materials(“Materials”) relating to the Program:
1) Digital Files through VMover.
2) Dialogue List in the Original Language;
1) Cast List
2) Promotion kit consisting of 4 (Four) color photographs, 2 (two) brochures;
3) Music and cue sheet.
Delivery Date: By December 21st, 2014.
a. The Materials listed at point 2. through 5. above are to be delivered by Licensor to Licensee free of charge. The Materials listed at Point 1. above are included in the License Fee.
b. Any additional promotional and, especially, photographic materials, such as transparencies, colour or b/w slides, etc., can be delivered by an additional arrangement and for an additional specific payment.
c. Delivery also shall be at Licensee’s charge. It is understood and agreed that all costs of Delivery, including the custom and shipping charges payable by Licensee are not deemed as part of the Consideration.
RECEIPT AND ACCEPTANCE OF MATERIALS:
Licensee shall inform Licensor in writing of the acceptance of the Materials within and no later than 20 (twenty) days after their Receipt by Licensee. After such term, in absence of any writing communication by Licensee to Licensor, then Licensor shall consider the Materials as accepted.
In case of refusal of Materials by Licensee within the due time, Licensor shall replace the damaged Materials at its cost within and no later than 30 (Thirty) days after their return to Licensor’s address by Licensee.
ITEM 7: CONSIDERATION AND PAYMENT TERMS AND CONDITIONS
In full payment for the Licensed Rights hereunder and as consideration (“Consideration”) for the Licensor’s representations and warranties made herein, the Licensee agrees to pay to the Licensor the net sum of 33.500 Euro (Thirty Three Five Hundreds Euro), to be paid by bank transfer and net of any taxes whatsoever, according to the following Payment Terms and Conditions:
EUR 18.500 of the total amount (Eighteen Thousand Five Hundreds Euro), net of any taxes whatsoever, upon signature of the present agreement, not later than February 28th 2015.
EUR 15.000 (Fifteen Thousand Euro) net of any taxes whatsoever, not later than April 15th, 2015 after delivery all broadcasting materials.
Should Licensee elect to pay any amount due hereunder by bank transfer, this shall be made in favor of :
HOLDER: Rai Com S.p.A., Bank: XXXXXX XXXXXXXXXXX ,
IBAN: XXXXXX, BIC/SWIFT: XXXXXX,
VAT # (EU only) 12865250158
specifying the invoice number, or the Agreement number or the Title(s) of the Program(s).
Invoices shall be paid via bank transfer on the 30th day from the receipt of the original hard copy of the invoice, should this due date fall on a public holiday, national holiday, or non-banking day, the payment due date shall be the next banking day. Date of financial settlement is the date when Licensee's bank account is debited with the due sum. Licensor shall state on the invoice all information required by the laws in force in Licensee’s country, name of the Licensee, PO number; if these requirements are not met, Licensee is entitled to return the invoice to Licensor, and shall not be liable for any loss incurred due to such delay. Licensor’s bank account number should be indicated on the invoices.
ITEM 8: DEFINITIONS AND SPECIAL CONDITIONS
Definitions
TELEVISION means Free Television and Pay Television exploitation of a Programme.
FREE TELEVISION means Terrestrial Free Television, Cable Free/Basic Television and Satellite Free Television exploitation of a Programme. Free Television does not include any form of Pay-Per-View.
PAY TELEVISION means Terrestrial Pay TV, Cable Pay TV and Satellite Pay TV exploitation of a Motion Picture. Pay TV does not include any form of PayPerView nor any form of making the Picture available over the Internet.
TERRESTRIAL PAY TELEVISION means over-the-air broadcast of a Program by means of encoded Hertzian waves for television reception where a charge is made: (i) to viewers in private living places for use of a decoding device to view a channel that broadcasts the Program along with other programming; or (ii) to the operator of a hotel or similar temporary living place located distant from where the broadcast signal originated for use of a decoding device to receive a channel that broadcasts the Program and other programming and retransmit it throughout the temporary living place for viewing in private rooms.
TERRESTRIAL FREE TELEVISION means over-the-air-broadcast by Hertzian waves of a Programme for reception on television receivers in private living places without a charge to the viewers for the privilege of viewing the Programme, provided that for this purpose government television receiver assessments or taxes (but not a charge for Pay-Per-View or Pay Television) will not be deemed a charge to the viewer.
DIGITAL TERRESTRIAL BASIC TV” a right to a TV programme being transmitted on conventional VHF and UHF Terrestrial broadcast television by means of over-the-air digital television signals for general reception by means of a conventional home roof- top or television set built-in antennae with payment of regular periodic basic charges which enables subscribers of the authorised television services to receive group of channels including the authorized channel. Digital Terrestrial Basic TV shall not include, inter alia services offered on Pay TV, Pay-Per-View, Premium, Pay Cable, Pay Satellite rights, (where a separate premium subscription fee or charge over and above that payable for a Basic Cable/Satellite service is payable by the viewer for the privilege of viewing) nor does it include Free to air TV, Digital Terrestrial Free TV,
CABLE PAY TELEVISION means an originating transmission of a Programme by means of an encoded signal over cable for television reception where a charge is made: (i) to viewers in private living places for use of a decoding device to view a channel that transmits the Programme along with other programming; or (ii) to the operator of a hotel or similar temporary living place located distant from where the broadcast signal originated for use of a decoding device to receive a channel that broadcasts the Programme and other programming and retransmit it throughout the temporary living place for viewing in private rooms.
CABLE FREE/BASIC TELEVISION means the originating transmission by coaxial or fibre-optic cable of a Programme for reception on television receivers in private living places without a charge to the viewer for the privilege of viewing the Programme, provided that for this purpose neither government television receiver assessments or taxes nor the regular periodic service charges or subscription fee (but not a charge for Pay-Per-View or Pay Television) paid by a subscriber to a cable television system and/or television packages will be deemed a charge to the viewer. For the avoidance of doubt, the right to transmission via digital cable and TV over IP service includes the right to provide the following services: time-shifting, PVR, PVR and EPG.
SATELLITE PAY TELEVISION means the uplink broadcast of a Program by means of an encoded signal to a satellite and its downlink broadcast to terrestrial satellite reception dishes for television viewing located in the immediate vicinity of the reception dishes where a charge is made: (i) to viewers in private living places for use of a decoding device to view a channel that broadcasts the Program along with other programming; or (ii) to the operator of a hotel or similar temporary living place located distant from where the broadcast signal originated for use of a decoding device to receive a channel that broadcasts the Program and other programming and retransmit it throughout the temporary living place for viewing in private rooms.
SATELLITE FREE TELEVISION means the up-link broadcast to a satellite and its down-link broadcast to terrestrial satellite reception dishes of a Programme for viewing
on television receivers in private living places located in the immediate vicinity of their reception dishes without a charge to the viewer for the privilege of viewing the Programme, provided that for this purpose government satellite dish or television receiver assessments or taxes (but not a charge for PayPerView or Pay Television) will not be deemed a charge to the viewer.
Basic Satellite Television„ a right to a TV programme being transmitted by an encrypted signal via satellite, to transmit TV signals over the air, for television reception upon terms whereby payment of regular periodic basic charges to satellite operators enables subscribers of the authorised television services to receive the Programme on a bundled basis with other television channels of third parties. However, this right does not include, inter alia, Pay TV, Pay-Per-View, Pay Satellite rights, where a separate premium subscription fee or charge over and above that payable for a Basic Satellite service is payable by the viewer for the privilege of viewing
IPTV means the transmission of the Program using the Internet Protocol geo-blocked to the Territory over a broadband connection by interactive transmission or retransmission by means of a two-way broadcast signal sent through a service provider’s network and servers to the viewer’s broadband connection for reception on a television set top box in private living accommodation where a charge is made to viewers for the privilege of viewing the transmission. For the avoidance of doubt, it is understood that this does not comprise Web TV for display on personal computer and mobile telecommunication devices.
Catch Up TV” means a short term SVOD service whereby end users of the Authorised Television Services are able to access the programmes during periods of time not to exceed 60 days from the date such programmes are made available on such service during the Licence Period.
OTT means the Programme or VOD programme delivery system via service provider managed Closed Access Environment directly to Enabled Devices (including but not limited to personal computers, handheld computers, personal digital assistants, telephones, game computers and paging devices).
Internet Distribution Rights shall mean the right to distribute the Programmes in whole or in part by means of any service provided to users via Internet (the global network of telecommunications networks using the TCP/IP protocol as now known or hereafter developed including, without limitation the worldwide web whether capable of being accessed by users via personal computers, telephone set-top boxes or any other form of receiving device whatsoever) whether for simultaneous viewing or for permanent or temporary storage and subsequent viewing and by means of whatever revenue model, including free, pay, pay-per-view and rental.
Mobile Distribution means the delivery of, or provision of access to, audio-visual content using Mobile Broadcast Technology for reception and viewing in an intelligible form on a Mobile Device. Mobile Distribution which may include roaming services from mobile services capable of being received and viewed outside the Territory by
customers of any mobile service who subscribe to the mobile service within the Territory and are ordinarily resident within the Territory.
Branded Blocks means a branded block of Authorized Television Services in a third party television service.
Transitory Venue(s): the right of transmission/ exhibition of the Programme in the Language before or to a non-admission paying audience in venues designed for multiple temporary or transitory occupancy in the Territory that receives the Authorized Television Services via any Authorized Distribution Systems, including schools, colleges, libraries, museums, hotels, motels, inns, military bases, barracks, guest houses, dormitories, boarding houses, prisons, hospitals, shops, shopping malls, airports, public houses, bars, restaurants, airplanes, cruise ships, trains, taxis, busses, private hire automobiles and livery services (the “Venue(s)”) and including any public or common areas in such Venues. For the avoidance of doubt, any Venue, establishment or other location where an admission fee is charged to specifically view the Programme(s) shall be strictly excluded.”
TV FORMAT RIGHTS means Format, Programming Format, TV Format, TV Programming Format.) - The overriding style and layout of the show (programming). The format can be further developed with editing and other post-production techniques.
Special Conditions
Licensee shall not make any alterations, cuts or modifications on the Program(s) without Licensor’s prior written consent. However, Licensee is allowed to customize the licensed Programs to the existing slots of its broadcast schedule.
During the License Period, Licensee may sub-license the Rights to third parties within the Territory without Licensor’s approval and without obligation to pay any additional remuneration to the Licensor.
Licensee has the right to use clips of up to three (3) minutes of the Program(s) for the purposes of promotion and announcement of the Program(s) in mass media (periodical press, radio and television programs, other kinds of periodical mass media including Internet) and in other forms of advertisement of the Program(s).
Where an international tax treaty exists for the purpose of avoiding double taxation, Licensor shall provide Licensee with a duly completed RF2 form or equivalent form against double taxation upon execution of this Agreement.
The Licensor acknowledges and accepts that the Licensee shall have the right to transmit the Program as a part of an encrypted satellite pay television transmission and that such satellite transmissions may be received outside of the licensed Territory (such receipt shall be referred to as "spillover") and that the occurrence of spillover shall not be considered a breach of this Agreement by the Licensee.
Licensee undertakes to fulfill all obligations specified in this Agreement irrespective of the exploitation, in whole or in part, of the Rights granted hereunder.
Licensor´s access to the Slovak language versions is allowed only upon payment of 50% Licensee´s production costs
In compliance with the § 47a) of the Act No. 40/1964 Collection Civil Code as amended an § 5a) of the Act No.211/2000 Coll.on free access to information and on amendments and supplements to certain acts (Freedom of Information Act) Radio and Television of Slovakia is obliged to publish this Agreement via Central Register of Contracts of the Government Office of Slovak Republic in its full wording
If you agree to the provisions set forth in this Addendum A, please sign in the space provided below, specifying your name and position in the company.
_ ROZHLAS A TELEVIZIA SLOVENSKA (Licensee) RAI Com S.p.A. (Licensor)