Licenčná zmluva na nákup licenčných práv programov
Licenčná zmluva na nákup licenčných práv programov
(výpis zo zmluvy)
Zmluvní partneri: PUFFIN ROCK LIMITED
(Reg. Číslo spoločnosti: NI620888)
00-00 Xxxxxx Xxxxxx, Xxxxx, XX00 0XX Veľká Británia
a
Rozhlas a televízia Slovenska
Mlynská dolina, 845 45 Bratislava
IČO: 47 232 480
IČ DPH: SK2023169973
Štatutárny orgán: Xxxxxx Xxxx
Generálny riaditeľ
zapísaná: Obchodný register Okresného súdu Bratislava I., Oddiel: Po, Vložka č: 1922/B
Programy: Premiérový animovaný seriál
78x7´
Práva a definície: Nákup licenčných práv programov pre vysielanie RTVS na televíznych programových službách Jednotka a Dvojka
Trvanie zmluvy: Xxxxxxxx xxxx xx 0 xxxx 0.0.0000 – 31.8.2020
Licencia na územie: Povolený jazyk:
Slovenská republika Slovenský - dabing
Počet vysielaní: 3 vysielania
Vysielacie práva: Terestriálne – Free TV práva exkluzívne (digitálne, analógové) , Catch-up práva, Terestiálne simultánne vysielanie prostredníctvom satelitu a kábla.
Licenčný poplatok: 9.360 ,- EUR
Splatnosť licencie: 50% po podpise zmluvy
50% po dodaní a technickej akceptácii materiálov
Podmienky dodania materiálu: Po zaplatení prvej licenčnej splátky 50%
Technické poplatky za materiál: Technické parametre materiálu: Dátum dodania materiálu:
Bez poplatku.
Digitálne cez FTP, alebo Asperu vo formáte prores HD files 422.mov
Po podpise zmluvy a zaplatení prvej licenčnej splátky.
Prístup k jazykovým verziám:
Ustanovenie o zákonnej povinnosti zverejnenia zmluvy:
za PUFFIN ROCK LIMITED
Prístup majiteľa licencie k jazykovým verziám možný. Špecifikované v odseku 15.g – Translated Version.
Doplnené v bode 18. Special Terms.
za RTVS
Xxxxxx Xxxx Generálny riaditeľ
Spracovala: Xxxxxxxx Xxxxxxxxxxx V Bratislave, 28.4.2017
ZM2014097
TELEVISION LICENCE AGREEMENT
THIS AGREEMENT is made on Tuesday, March 7th of 2017.
BETWEEN:
(1) PUFFIN ROCK LIMITED (Company Reg No: NI620888) whose registered office is situated at 00-00 Xxxxxx Xxxxxx, Xxxxx, XX00 0XX, VAT n° GB176333891 (the “Licensor’); and
(2) ROZHLAS A TELEVIZIA SLOVENSKA (RTVS) whose registered office is situated at Mlynská dolina, 845 45 Bratislava, VAT n°SK2023169973 (the “Licensee’).
The parties hereby agree as follows:
SCHEDULE
1. Programme: The children’s television animated series entitled "Puffin Rock" (78 x 7 minute episodes)
2. Territory: Slovakia
3. Language: Slovak
Should the Licensee dub the music in the Programme into Slovak, this will be arranged by the Licensee and all costs shall be borne by the Licensee.
4. Licensed Rights:
(a) The following exclusive rights (each as defined in Annex 1): Free Television Rights (terrestrial, cable and satellite)
(b) The following non-exclusive rights (each as defined in Annex 1): Free Catch-up Rights Catch-Up Rights: Licensee may stream 5 episodes of the Programme 30 days from the linear television transmission of such episode of the Programme, during the Licence Period on the geo-blocked Licensee Channel Website.
5. Holdback(s): not applicable
6. Channels: JEDNOTKA, DVOJKA (xxxxxx XXX0, XXX0)
0. Licensee Channel website: xxxx://xxx.xxx.xx/
Catch-Up Rights: limited to streaming on a rolling basis of 5 refreshable episodes every 30 days from the linear television transmission of such programmes during the license period and limited to the geo-blocked Licensee Channel Website
8. Licence Period: 3 years starting September 1st, 2017
9. Number of Licensed Transmissions: 3 transmissions (per episode) on the Channel with a repeat within 24 hours for each run
10. Licence Fee: € 9,360 (nine thousand three hundred and sixty Euros)
11. Licence Fee Payment Date(s):
Licence Fee shall be paid to Licensor in the following instalments: 50% on signature of this Agreement;
50% on Delivery of Programme Episodes 1 to 78 and technical acceptance.
All monies arising hereunder shall be payable to our collection agent (details listed in General Term 3.1).
12. Delivery Date: upon signature of this Agreement and payment of the first instalment
Due to the exigencies of production the Licensor will notify the Licensee of any changes to the Delivery Date as soon as possible.
13. Delivery Materials: as set out in Annex 2.
14. Delivery Address: not applicable (delivery by electronic means).
15. Translated Version: Licensee may:
(a) translate title, logo text - provided that the translated title and logo may only be used for artwork/extras online and the English title and logo must be used on-screen - and/or credits into the Language;
(b) produce and synchronise dialogue and/or lyrics,
(each to be created at Licensee’s cost on a work for hire basis at Licensee’s sole cost) (“Translated Version”)
Strictly subject to Licensor:
(c) granting prior written approval of the applicable proposed elements of the Translated Version, in accordance with General Term 1.3;
(d) owning copyright in Translated Version (including all digital and physical material incorporating same);
(e) granting use of 15 (a) and (b) assets by Licensor (itself or by third parties), subject to payment of an Access Fee as defined in 15 (g) below if such assets are accessed by Licensor for commercial (but not promotional) use during the Licence Period, provided that the Access Fee shall not be payable in respect of the translated title and/or logo text;
It being acknowledged and agreed that Licensor shall:
(g) pay a one off access fee (for access during the Licence Period) equal to 50% actual out of pocket costs incurred by Licensee and pre-approved by the Licensor for the creation of 15 (a) and (b) assets, less any amounts required to be paid by Licensor for clearances not previously secured for its use (“Access Fee”).
16. Business Days: any day except Saturday and Sunday and those on which banks in England and the Licensee’s country of incorporation are required by law to be closed.
17. Condition Precedent: the Licensor shall have no obligation under this Agreement unless and until the Licensor has received signed copies of this Agreement from the Licensee in a form and substance satisfactory to the Licensor.
18. Special Terms: In compliance with the § 47 a) of the Act No.40/1964 Collection Civil Code as amended an § 5 a) 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.
GENERAL TERMS AND CONDITIONS
1. GRANT OF RIGHTS
1.1 Subject to payment of the Licence Fee, the Licensor grants to the Licensee a licence during the Licence Period within the Territory to broadcast the Programme pursuant to the licence of the Licensed Rights hereunder for the Number of Licensed Transmissions on the Channel in the Language subject to the terms and conditions of this Agreement which includes the Schedule above and these General Terms and Conditions.
1.2 All rights, title, licenses and other interests in or to the Programme which are not expressly granted to the Licensee hereunder are reserved to the Licensor.
1.3 Licensee may produce a Translated Version of the Programme into the Language in accordance with the Licensor’s instructions, strictly in accordance herewith, and the Licensee shall provide the Licensor with the following for prior written approval:
(a) the proposed translated title of the Programme;
(b) the proposed translated logo (i.e. text) of the Programme, including as featured within the artwork of the existing logo. It being acknowledged and agreed that only the text of the logo may be altered by the Licensee pursuant to this General Term 1.3 (b);
(c) the proposed translated/alternative names of the main characters currently known as “Oona” and “Baba” , as well “Mama” and “Papa”;
(d) the proposed voices for the narrator and main characters, again, currently known as “Oona” and “Baba” , as well “Mama” and “Papa”, in the format referred to in General Term 1.3 (e) (i) below;
(e) the proposed dialogue and/or lyrics (if of music incorporated in the Programme in the Language (being a language other than English) in the following formats:
i) a copy of the Translated Version (where dialogue and/or lyrics) spoken/sung, as applicable, as a voice test and set to track in an MP3 format; and
ii) if requested by Licensor, a copy of the Translated Version in a document format .
It is acknowledged and agreed that the translated title and/or logo (pursuant to General Terms 1.3
(a) & (b) above) may be used for artwork/extras online, but only the English title and logo may be used on-screen.
1.4 The Licensor shall then have 10 (ten) Business Days to approve the Translated Version (deemed disapproval thereafter). Where the Licensor is unable to approve the Translated Version the Licensor shall notify the Licensee of this decision including reasons for the rejection, and in respect of dialogue and/or lyrics the Licensee shall resubmit a further voice test. If an element of the broadcast Translated Version does not match the element as approved by the Licensor, the Licensor can elect to require the Licensee to create a further version for approval at the Licensee’s sole cost, or to terminate this Agreement if Licensee does not replace the non-approved element within a timeframe which the Licensor deems reasonable.
1.5 The parties agree that all right, title and interest in and to the Translated Version, including without limitation the revised title, logo and/or credits of the Programme and any sound recordings and any and all other Licensee created materials (being materials incorporating
intellectual property owned and/or controlled by the Licensor and created by (or on behalf of) Licensee with the prior written approval of the Licensor as to form and content), shall vest in and belong exclusively to the Licensor. Ownership of the master tape or the master print or digital files (and any copies thereof) of any Translated Version shall exclusively belong to the Licensor, subject to Licensee’s rights granted by the Licensor as set out herein. The Licensee shall use all commercially expedient efforts to buy-out all contributions to the Translated Version on a “work for hire” full buy-out basis but in any event as a minimum, it shall bear sole responsibility (and cost) in connection with the creation and clearance of the same for any use by the Licensee (or permitted third parties on its behalf). The Licensee shall supply the details (including copies of all contractual arrangements) of all contributors to the Translated Version to the Licensor promptly upon the same becoming available.
1.6 It is understood by the Parties that the Licensor and/or third parties designated by the Licensor may continue to exploit the Translated Version after the Licence Period without any liability or further obligation to the Licensee (who shall have no rights in respect of the same).
1.7 The Licensee shall have the non-exclusive right in the Territory during the Licence Period to advertise, publicise and promote the Programme or to authorise others to do so, such advertising, promotion and publicity may include synopses or excerpts from the Programme, in each case of no longer than 1 (one) minute’s duration per episode of the Programme in respect of promotion on television and no longer than 3 (three) minutes’ duration in respect of promotion via the Licensee’s own branded website. The Licensor shall have the right to use any advertising and publicity materials produced by the Licensee free of charge. At the Licensor’s request and at the Licensor’s cost, the Licensee shall provide copies of all such materials to the Licensor and shall submit a detailed statement of the actual cost of providing such copies.
2. DELIVERY & RETURN OF THE DELIVERY MATERIALS
2.1 The Licensor shall deliver the Delivery Materials to the Delivery Address at the Licensor’s sole cost and expense by the Delivery Date (or within 14 (fourteen) days of full execution of this Agreement if later). In respect of digital delivery the Licensor’s receipt of the delivery system’s automated email confirming to the Licensor that the Delivery Materials have been successfully downloaded shall constitute due delivery and the Licensor shall not be liable for any loss or delay attributable to any such delivery system.
2.2 The Licensee shall examine the Delivery Materials as soon as possible and in any event within 30 (thirty) days of delivery. Any faults shall be notified forthwith to the Licensor in writing. If the Licensee fails to notify the Licensor of any faults or defects in the Delivery Material within 30 (thirty) days of receipt, the Delivery Materials shall be deemed accepted. The foregoing provisions shall also apply to any substitute materials supplied by the Licensor following the Licensee’s notice of any fault or defect in the Delivery Materials.
2.3 Legal title to all Delivery Materials will remain with the Licensor, subject to the Licensee’s rights under this Agreement during the Licence Period. The Licensee shall bear all risks of loss, theft, destruction of or damage to the Delivery Materials whilst they are in the Licensee’s possession. All tapes, discs, digital files and prints supplied by or on behalf of the Licensor hereunder shall be referred to as Programme Material” and is supplied to the Licensee on loan. Upon delivery and acceptance or deemed acceptance of the Programme Material the Licensee shall have the right to make one (1) copy of the Programme Materials and shall return within thirty (30) working days of the acceptance or deemed acceptance the Programme Materials supplied by the Licensor to the Licensor or to such other third party as directed by the Licensor at the Licensee’s sole cost and expense. Upon expiry or earlier termination of this Agreement the Licensee shall return all the Delivery Materials and any copies thereof to the Licensor.
3. PAYMENT
3.1 The Licensee shall pay the Licensor the Licence Fee on the Payment Date by telegraphic transfer to the account of the Licensor managed by Stichting Freeway Custody as follows:
Bank: XXXXXX
Bank address: XXXXXX
XXXXXX
Sort code: XXXXXX
SWIFT Code: XXXXXX
Account name: XXXXXX
IBAN: XXXXXX
Reference (MUST BE QUOTED): XXXXXX
3.2 No withholding or other taxes shall be deducted from the Licence Fee unless the Licensor has consented in writing to the same prior to signature of this Agreement. Subject to such consent, if any withholding or other taxes are required to be deducted from the Licence Fee it shall be the responsibility of the Licensee to ensure that no improper deductions are made and that the Licensor is provided with all necessary receipts, certificates and other documents and all information required in order to avail the Licensor of any tax credit or other fiscal advantage.
3.3 The Licensee agrees and acknowledges that the Licensee’s failure to exploit the rights granted hereunder shall not entitle the Licensee to avoid payment of all or part of the Licence Fee.
3.4 The Licence Fee is separate from any other obligation and the Licensee will not cross collateralise, set-off, diminish or delay payment of the Licence Fee due to any such obligation.
4. WARRANTIES
4.1 Subject to the provisions of Clause 5 below, the Licensor warrants, undertakes and agrees that it is entitled to make the grant of rights to the Licensee hereby made and that it has secured all consents necessary for the exercise by Licensee of such rights and to the best of its knowledge and belief the exploitation by the Licensee of the Programme strictly in accordance with the terms of this Agreement will not infringe the rights of any third party.
4.2 The Licensee represents, warrants, undertakes and agrees:
(i) that the legal ownership of the Programme and the Delivery Materials shall remain vested at all times in the Licensor;
(ii) to transmit the Programme in its entirety and not to cut, dub, subtitle or edit the Programme in any manner whatsoever other than to meet censorship requirements without obtaining the prior written consent of the Licensor;
(iii) to transmit all titles, copyright notices and all credits for all personnel and corporations in the exact form in which they appear on the Programme as delivered by the Licensor and to comply with all publicity materials and advertising credit obligations and all name and likeness restrictions notified by the Licensor to the Licensee;
(iv) that it will not without the prior written consent of the Licensor copy or duplicate or authorise any third party to copy or duplicate any of the Delivery Materials other than solely for the purposes of exploitation of the rights granted hereunder;
(v) to enforce maximum security to safeguard against and to notify the Licensor in writing forthwith of any unauthorised copying and/or exploitation of the Programme by third parties and where required to render all reasonable assistance in preventing and/or terminating the same;
(vi) not to register nor seek to register the copyright or any trade mark or service mark or domain name in respect of the Programme, the Programme’s titles or any of the characters within the Programme;
(vii) that no promotion or other advertising of the Programme by the Licensee whether printed or on-air shall include any endorsement express or implied of any goods or services by any person whose performance or services were rendered in or in connection with the production of the Programme;
(viii) that none of the Delivery Materials (or permitted copies thereof) shall be shown by the Licensee in connection with any other materials which would cause the Delivery Materials (or permitted copies thereof) to be defamatory or to infringe the right of privacy of any third party;
(ix) that no video images, still photographs or publicity materials shall be used by the Licensee for any purpose other than the publicising of the Programme and in particular shall not be reproduced or sold for commercial purposes;
(x) that it shall ensure that the Programme is broadcast during a regular timeslot that is during recognised children's programming hours; and
(xi) to indemnify the Licensor in respect of all costs claims charges expenses fees damages losses or other liabilities whatsoever it may suffer whether directly or indirectly as a result of a breach by the Licensee of any of its warranties, undertakings and agreements under this Agreement.
5. MUSIC PERFORMANCE RIGHTS AND MECHANICAL ROYALTIES
The Licensee shall obtain and pay for all licenses and make all returns required for the public performance, mechanical reproduction and other exploitation of the music incorporated in the Programme due to PRS, SOCAN, MCPS or related collecting societies and the Licensee hereby indemnifies the Licensor against any and all liability, loss, damage or expense arising from the performance, mechanical reproduction or other exploitation of such music. The Licensor warrants that the Licensee shall be able to obtain the required mechanical licenses at standard collecting society or statutory rates in all countries of the Territory where such rates are applicable.
6. TERMINATION & POST-TERMINATION OBLIGATIONS.
6.1 In the event of the Licensee being in breach of any of its representations, warranties, agreements or undertakings and failing to remedy such breach within 5 (five) Business Days of being so requested (or if such breach is not capable of remedy) or in the event that the Licensee becomes insolvent or the Licensee or any creditor of the Licensee commences any form of liquidation, administration or other insolvency procedure in relation to the Licensee under the laws of any jurisdiction, the Licensor shall be entitled by notice in writing to terminate this Agreement and all rights hereby granted but without prejudice to its right to retain or recover the whole of the Licence Fee including any sum so unpaid together with any and all of the sums payable hereunder whether then due or not and all its other rights under law or otherwise.
6.2 In the event that the Licensor either (a) does not commence production of the Programme within 24 (twenty four) months of the date hereof; or (b) abandons production of the Programme at any time ((a) and (b) shall be ‘Abandonment of Production”), the Licensor shall notify Licensee of the same and return any portion of the Licence Fee paid to it by the Licensee and the Parties shall have no further obligations to each other under the terms of this Agreement which shall be deemed to be terminated with effect from the date of receipt of written notice of Abandonment of Production under this clause 6.2. Licensee shall not
have any rights or claims against the Licensor as a result of such termination other than refund of the Licence Fee under this clause 6.2.
6.3 On the expiry of the Licence Period or upon earlier termination of this Agreement, the Licensee will deliver to the Licensor all Translated Version materials created by the Licensee pursuant to this Agreement and, for the avoidance of doubt, the Access Fee shall not be payable.
7. WITHDRAWAL OF PROGRAMME
In the event that the Licensor is advised to or required by law or as a result of threatened legal proceedings to withdraw the Programme (or an episode thereof) and gives written notice to the Licensee to such effect the Licensee shall immediately withdraw the Programme from any scheduled broadcast and the Licensor shall at its sole discretion either:
(a) offer to supply a substitute programme of comparable quality which Licensee shall be entitled to accept or reject; or (b) adjust the Licence Fee having regard for the rights already exercised by the Licensee at the date of withdrawal. Such substitution or adjustment of the Licence Fee will be the sole remedy for such withdrawal and the Licensee shall not be entitled to claim any consequential damages, including “lost profits” from any withdrawal regardless of the nature or adequacy of any substitute or adjustment.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 The Licensee shall ensure that any copyright, patent, registered design, trademark or other intellectual property rights (“Intellectual Property Rights”) or other rights (including but not limited to any performance rights) created by virtue of any permitted additions, changes, modification, versions, re-versions or otherwise to or of the Programme as a result of the exercise of the Licensee’s rights under this Agreement (“Permitted Modifications”) shall become the sole and exclusive property of the Licensor and the Licensee by way of present assignment of future Intellectual Property Rights hereby assigns all such rights acquired by it to the Licensor to hold throughout the world in perpetuity.
8.2 The Licensee recognises that the Licensor has the unlimited right to edit, copy, alter, add to, take from, adapt and translate all or any of the Permitted Modifications after delivery by the Licensee and hereby irrevocably and unconditionally waives the benefits of any provision of law relating to so-called "moral rights" (including without limitation any rights of the Licensee under section 77 to section 85 inclusive of the Copyright Designs and Patents Xxx 0000 as amended from time to time) and any similar laws of any jurisdiction in relation to the Permitted Modifications. The Licensee further agrees to procure the waiver of all such rights in favour of the Licensor and its successors in title by all persons engaged or employed by the Licensee and who contribute to the Permitted modifications and to whom such rights may accrue.
8.3 Nothing in this Agreement shall give the Licensee any rights in respect of any Intellectual Property Rights or of the goodwill associated therewith, and the Licensee hereby acknowledges that, except as expressly provided in this Agreement, it shall not acquire any rights in respect thereof and that all such rights and goodwill, including in respect an the Translated Version are, and shall remain, vested in the Licensor.
9. OVERSPILL AND GEO-FILTERING
9.1 The Licensor does not grant exclusivity (whether terrestrial, cable or satellite) protection against incidental reception in the Territory of an overspill transmission of the Programme originating outside the Territory or the retransmission of such transmission by cable systems within the Territory.
9.2 The Licensee shall ensure so far as is reasonably possible that the Channel is geo-filtered” to prevent reception of the Channel outside the Territory.
10. FORCE MAJEURE
If the performance of this Agreement by the Licensor shall be prevented for any reason arising from a state of war, civil commotion, strikes, lockouts, labour disputes, riots, natural disaster or any other circumstances outside the control of the Licensor then this Agreement shall terminate forthwith in so far as the same shall not already have been performed by the Licensor. In this event the Licensee will have no claim upon the Licensor for any expenses costs damages or other liabilities whatsoever except for the repayments of a due proportion of the Licence Fee as may be appropriate to that Programme which the Licensor may be unable to deliver to the Licensee and in no circumstances shall the Licensor be liable to the Licensee for any consequential expenses or losses whatsoever incurred by the Licensee.
11. ENFORCEMENT OF LICENSEE’S RIGHTS
11.1 In the event that the Licensee becomes aware of any suspected third-party infringement of any of the rights that are the subject of this Agreement in the Territory during the Licence Period it will immediately inform the Licensor of such infringement or alleged infringement.
11.2 The Licensee hereby grants to the Licensor the free and unrestricted right at the Licensor's expense to institute and defend proceedings and do all acts as the Licensor may deem necessary to protect the rights licensed to the Licensee under this agreement and to recover damages for infringement of such rights. The Licensor may use the Licensee’s name and the Licensee shall fully co-operate with the Licensor for or in connection with any of these purposes.
12. GENERAL
12.1 This Agreement constitutes the entire agreement between the parties and may not be varied otherwise than in writing and under the signature of both parties.
12.2 The Licensee shall not assign or sub-license its rights under this Agreement without the Licensor’s prior written consent. the Licensor shall be freely entitled to assign the benefit of this Agreement to any third party.
12.3 the Licensee shall promptly execute and deliver such documents and perform such acts as may be required for the purpose of giving full effect to this Agreement, and shall use all reasonable endeavours to procure that any third parties shall also do so as necessary.
12.4 The waiver by either party hereto of any breach or default by the other shall not be construed nor shall it be a waiver of any other breach or default by the other.
12.5 This Agreement shall be read and construed in all respects in accordance with English Law and any dispute arising hereunder shall be submitted exclusively to the jurisdiction of the English courts.
12.6 Except insofar as this Agreement expressly provides that a third party may in his own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right under the UK Contract (Rights of Third Parties) Xxx 0000, or the similar laws of any other jurisdiction, to rely upon or enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
AS WITNESS the hands of the duly authorised representatives of the parties the day month and year first above written
Signed by:
an authorised signatory for and on behalf of
PUFFIN ROCK LIMITED
and
Signed by:
an authorised signatory for and on behalf of
ROZHLAS A TELEVIZIA SLOVENSKA
In compliance with the § 47 a) of the Act No.40/1964 Collection Civil Code as amended an § 5 a) 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.
ANNEX 1 RIGHTS DEFINITIONS
“Basic Charges” (a) charges directly relating to the reception of or provision of access to (as opposed to content of) one or more television services which comprise regular periodic charges or licence fees or purchase of equipment; or (b) government taxes payable by owners of television receivers to receive the relevant service.
“Catch-Up Rights” the right to stream the Programmes, for the period of days as set out in the Schedule from the transmission of each individual episode of the Programme, during the Licence Period. For the avoidance of doubt this expressly excludes (i) any service under which a copy of the entire series of the Programme or an individual Programme can be downloaded for retention (either permanently or temporarily) by the viewer; (ii) distribution solely by means of a Mobile Technology Service; (iii) any form of Series Stacking Rights; (iv) the premiere transmission of the Programmes via a catch-up service prior to the Programmes’ initial broadcast on the Channel.
“Distribution System” any and all forms of television distribution, whether now existing or hereafter developed, whether analogue, digital or otherwise, and whether point to multipoint or point to point including, without limitation, over the air terrestrial systems, cable television systems, digital subscriber line systems, telecommunications systems, master antennae systems, satellite master antennae systems, multichannel directional points systems and satellite direct to home systems.
“Download To Own Rights” the right to make the Programme available via wire and/or internet dissemination to a viewer where the Programme can be accessed, viewed, downloaded and stored for permanent retention by the viewer.
“Download To Rent Rights” the right to make available the Selected Programmes by any wire or wireless means where they can be accessed, viewed, downloaded and stored provided that copies stored on users hardware can only be stored for a temporary period of no longer than the later of:
(a) thirty (30) days from download of a Selected Programme; (b) seven (7) days from first viewing.
“EST Rights” the right to make Programmes available via wire and/or internet dissemination to a viewer where the selected programme can be accessed, viewed, downloaded and stored for permanent retention by the viewer.
“Free Cable Television Rights” the right to transmit the Programme in programme services where any such service is transmitted by cable for reception by a television receiver without any charge being made to the viewer or subscriber other than Basic Charges.
“Free Satellite Broadcast Rights” the right to broadcast the Programme in any form by means of a telecommunication satellite whose signal is intended for direct reception by members of the public in the home within the Territory in which the rights are held without charge over and above any Basic Charges.
“Free Television Rights” the Free Cable Television Rights, the Free Satellite Broadcast Rights, the Free Terrestrial Analogue Broadcast Rights and the Free Terrestrial Digital Broadcast Rights.
“Free Terrestrial Analogue Broadcast Rights” the right to broadcast the Programme in analogue form by wireless telegraphy on television services from and by terrestrial transmitters when such transmission is not a satellite transmission or encrypted but is intended for reception by members of the public without charge being made to the viewer for reception of such services other than Basic Charges.
“Free Terrestrial Digital Broadcast Rights” the right to broadcast the Programme in digital form by wireless telegraphy on television services from and by terrestrial transmitters when such transmission is not a satellite transmission but is intended for reception by members of the public without charge being made to the viewer for reception of such services other than Basic Charges.
“Free Video On Demand Rights” the right to transmit the Programme to a viewer by any means of Distribution System, the exhibition of which shall be in “real time” at a time chosen by the viewer (i.e. the viewer can independently, and in the viewer’s entire discretion, select his/her desired viewing time without preference to a list of possible viewing times pre-established by the exhibition of the applicable service) where no charge (other than Basic Charges) is made to the viewer for the privilege of viewing the Programme at a time chosen by the viewer, but expressly excluding any service under which a copy of the Programme can be downloaded for retention (either permanently or temporarily) by the viewer.
“Internet Simulcasting Rights” the right to make the Programme available on the Licensee’s own website simultaneous with its transmission on the Channel for access only in the Territory.
“Internet Streaming Rights” the right to exploit the Programme on the Licensee’s own website, via a url which shall be notified to Licensee in advance, by means of streaming to internet-enabled devices free of charge to end-users for access only in the Territory.
“IPTV Rights” any form of access controlled technology enabling the scheduled and linear transmission (not to be simultaneous with any other media) of the Programmes via a closed transmission path or network only in the Licensed Territory and via TCP/IP or related protocols including broadband to an electronic device in the home (such as a television set or set top box which receives signals and converts them into viewable audiovisual content and shall exclude any form of mobile device) which is programmed with robust industry standard software to restrict access to authorized users in the Licensed Territory only. For the avoidance of doubt, IPTV shall exclude any form of open network such as the internet.
“Mobile Technology Rights” the right to, and to authorise third parties to, make available, distribute or otherwise exploit the Programme (including promotional extracts of less than 3 minutes duration) (whether by means of audiovisual, audio or visual material or any other material) by means of a Mobile Technology Service.
“Mobile Technology Service” any telecommunication service employing wireless technology (including, but not limited to, GSM, GPRS, EDGE, CDMA, UMTS technologies), to transmit to and to be received by a consumer Portable Terminal textual material, data, voice, video or multimedia services for use by means of that Portable Terminal whether in real time or by storage and subsequent playback and whether as a function of the Portable Terminal or some other device with a fixed link to the Portable Terminal.
“Near Video On Demand Rights” the right to broadcast the Programme for reception by members of the public by any means of television and/or telecommunications systems where a supplemental charge (other than Basic Charges) on a per exhibition basis is made to a viewer for the privilege of viewing the Programme at a time scheduled by the exhibitor, which Programme is transmitted sufficiently frequently on a number of channels to offer viewers a number of alternative commencement times to view the Programme, but expressly excluding any service under which a copy of the Programme can be downloaded for retention (either permanently or temporarily) by the viewer.
“Pay Cable Television Rights” the right to transmit the Programme in programme services where any such service is transmitted by cable for reception by a television receiver where a specific subscription or charge or tax over and above Basic Charges is made either (i) to the viewer for connection to or for the reception of the cable television programme service for the right to view the Programme or any special channel including the Programme or (ii) to the occupier of any premises where the cable television programme service is available as part of the amenities.
“Pay Per View Rights” the right to broadcast and transmit the Programme by means of an encrypted signal on any platform by a Distribution System (other than by way of exercise of Video-on-Demand Rights) for reception by members of the public where an individual per-programme or per- transmission charge (over and above Basic Charges) is made to the viewer in order to view the Programme.
“Pay Satellite Broadcast Rights” the right to broadcast the Programme in any form by means of a telecommunication satellite whose signal is intended for direct reception by members of the public in the home within the Territory in which the rights are held where a specific subscription or charge or tax over and above Basic Charges is made (i) to the viewer for the right to use a decoding device linked to a terrestrial satellite reception dish for the right to view the Programme or any special channel including the Programme or (ii) to the occupier of any premises run as a business within which a relevant television broadcast can be viewed as part of the amenities, but in either case without the use of a cable programme service.
“Pay Television Rights” the Pay Cable Television Rights, the Pay Per View Rights, the Pay Satellite Broadcast Rights and the Pay Terrestrial Broadcast Rights.
“Pay Terrestrial Broadcast Rights” the right to broadcast the Programme in digital form on television services from and by terrestrial transmitters when such transmission is not a satellite transmission but is intended for reception by members of the public upon payment of a specific subscription or charge or tax over and above Basic Charges for the right to view the Programme or any television programme service including the Programme.
“Portable Terminal” any equipment the primary function of which is to establish and/or receive calls, store and retransmit signals, which can be uniquely identified and which connects to a fixed communication network via a radio interface.
“PPV Video on Demand Rights” the right to transmit the Programme to a viewer (the exhibition of which shall be in “real time”) by any means of Distribution System where a supplemental charge (other than Basic Charges) on a per-exhibition (rather than subscription) basis is made to a viewer for the privilege of viewing the Programme at a time chose by the viewer (i.e. the viewer can independently, and in the viewer’s entire discretion, select his/her desired viewing time without reference to a list of possible viewing times pre-established by the exhibitor of the applicable service), but expressly excluding any service under which a copy of the Programme can be downloaded for retention (either permanently or temporarily) by the viewer.
“Series Stacking Rights” the right to make available to the viewer the entire series of Programmes via any form of Catch-Up Rights (either via the internet or by any other media now known or hereinafter invented).
“Subscription Video on Demand Rights”the right to transmit the Programme to a viewer by any means of Distribution System, the exhibition of which shall be in “real time” at a time chosen by the viewer (i.e. the viewer can independently, and in the viewer’s entire discretion, select his/her desired viewing time without reference to a list of possible viewing times pre-established by the exhibition of the applicable service) where the viewer is required to pay a periodic subscription fee in respect of access to such service (rather than a per-exhibition fee in respect of each programme), but expressly excluding any service under which a copy of the Programme can be downloaded for retention (either permanently or temporarily) by the viewer.
“TVOD Rights” shall mean the right to store the Programme(s) in electronic form and to make the Programme(s) available (including via streaming and/or downloading the Set Top Box or PC) for end users to view during a defined period (commencing at the time the user starts to view the Programme(s) at a time chosen by the user and where a one-off transaction charge is made to the viewing the Programme.
“Video On Demand Rights” the Free Video on Demand Rights, the Near Video on Demand Rights, the Subscription Video on Demand Rights and the PPV Video on Demand Rights.
ANNEX 2 DELIVERY MATERIALS
Series Assets Access for download
- Series Bible
- Animation (clean animation of the main characters)
- Backgrounds
- Cast list
- Characters
- Crew biographies
- Episodic images (3 per episode)
- Fonts
- Line-Art
- Props
- Logos
- Trailer
- Music cue sheets
- Recorded scripts and synopsis for the 39 episodes - (short and long versions synopsis)
- Songs-Lyrics (Opening theme song, song in EP117 - Rock music)
File Spec:
Video: files with program layout (Interlaced XDCAM 422 1080i50 Wrapper: MXF Mix on 1& 2 / M&E on 3 & 4) and audio
Audio: Opening theme song, End track song, characters wallas