Exercise of the Rights. 5.1 The Licensee may promote, advertise and publicise the Title and its broadcasts in the Territory and shall include references to Banijay in so far as those references form part of any credit provisions as notified or provided to the Licensee. The Licensee shall not use the names and/or likenesses of artists, characters, contestants or personalities appearing in or connected with the Title(s) (other than as may be required for bona-fide advertising of the Title). If materials for advertising are provided by Banijay only these materials shall be used for advertising. If materials for advertising are not provided by Banijay, or the Licensee wishes to create additional materials, the following shall apply: a) Licensee shall be permitted to create promotional materials from the materials supplied by Banijay - promotional or broadcast materials - provided that extracts from the broadcast materials are no more than three (3) minutes duration; b) The promotional materials must preserve the editorial integrity of the Title, and must not reveal plot lines (if applicable to the content); and c) Replacement of any of the soundtrack of the series, in any promotional material, must have the prior approval of ▇▇▇▇▇▇▇. Such approval will be subject to the Licensee being fully responsible for clearing the replacement music for its exploitation of the same. For the avoidance of doubt, if a Title is contractually restricted to use of specific promotional materials provided by Banijay, ▇▇▇▇▇▇▇ will advise the Licensee accordingly. Should the Licensee need to edit these particular promotional materials for time segment purposes, prior approval of Banijay will be required. The Licensee shall not use unauthorised images of the cast or any stills from the Titles without the express written approval of ▇▇▇▇▇▇▇. 5.2 Provided that Licensee complies with all advertising and promotional restrictions or obligations, including without limitation in respect of Unacceptable Advertising Content at Appendix A and credit and/or use of logo obligations, of which Banijay has notified Licensee and provided further that no such advertising or publicising shall constitute an endorsement of any product or service (including by way of advertising or promotional slots in advertising breaks or in pre-roll or post-rolls), Banijay grants to Licensee the non-exclusive right to use the advertising, promotional and publicity materials provided by Banijay according to this Agreement for the purposes of advertising and publicising the Title in the Territory. 5.3 Any copies of any Delivery Materials made by the Licensee (other than short duration promos) shall adhere in all respects to the billing and credits specified by ▇▇▇▇▇▇▇. Furthermore, the Licensee agrees not to change or alter the series credits (including with regard to sequence, typestyle, relative size, prominence and content) or any logo furnished by ▇▇▇▇▇▇▇. 5.4 The Licensee will advise ▇▇▇▇▇▇▇, within two (2) Business Days of a request by ▇▇▇▇▇▇▇, of the date of each broadcast of the Title and each episode of the Title, the timeslot for each broadcast and any changes to those dates and times. 5.5 Subject to receipt by the Licensee of music cue sheets, the Licensee has or will obtain any necessary licences from appropriate performing and mechanical rights and other licensing and collection agencies and societies for the public performance of, to reproduce, supply and communicate to the public the musical content of the Title and will make all payments due according to those licences. Without derogating the aforementioned, ▇▇▇▇▇▇▇ warrants that the non-dramatic musical performing right in the music contained in the Title are either: (i) controlled by the applicable collective licensing and collection organizations that are authorized to collect royalties in the country of origin of the Title with respect to the musical compositions or sound recordings ("Collecting Societies"), on behalf of third parties and that such Collecting Societies have (as at the date of this Agreement) affiliated collecting societies operating in the Territory; or (ii) in the public domain. 5.6 The Licensee shall provide a copy of the unaltered music cue sheets for the Title as supplied by Banijay to the appropriate performing and mechanical rights agencies and societies in the Territory. 5.7 The Licensee has no right to: (a) join and register the Title with any collection societies, authors' organisations and similar agencies whether established now or in the future and whether established for the purpose of collecting and disbursing income from the secondary broadcast, re-transmission, broadcast, copying or sale of cinematograph films or blank tapes in the Territory or any part of the Territory or otherwise; or (b) collect income, royalties, fees and levies payable by those collection societies, authors’ organisations and similar agencies in respect of the Title; or (c) exercise any rights in the Title or authorise any third party to authorise any rights in the Title other than as expressly set out in this Agreement. These rights are expressly reserved to ▇▇▇▇▇▇▇. 5.8 If any fees and royalties from collection societies, authors’ rights organisations and similar agencies are paid to the Licensee in respect of the Title, the Licensee shall immediately remit one hundred percent (100%) of these amounts to ▇▇▇▇▇▇▇. 5.9 Except as set out in this Agreement, the Rights are limited to the exploitation of the Title in its entirety and by means of the Licensee's own facilities. The Licensee may not use the Title for any purpose other than the purposes set out in this Agreement. 5.10 As part of the Licensee’s Digital Rights Management System, the Licensee will use the latest and most up-to- date industry standard content protection and geoblocking technologies designed to limit unauthorized exploitation of the Title during the Term. Additionally, the Licensee shall maintain security procedures designed to prevent any theft or unauthorised access, copying, exhibition, transmission or removal from the Licensee’s facilities by storing the Titles on closed-network, secure, password- protected servers located in a locked area with controlled- access security that requires security badges for entry and that limits access to authorised persons who require access for legitimate business needs. 5.11 Notwithstanding anything to the contrary in this Agreement, including without limitation the grant of rights or the definition of Territory under this Agreement, the Licensee acknowledges and agrees that some or all of the rights granted herein may be subject to certain restrictions and/or prohibitions under (i) U.S. Trading With The Enemy Act, to the authority of the U.S. Office of Foreign Assets Control and/or governed by the U.S. Department of Commerce anti-export or foreign investment rules and regulations; and/or (ii) the European Union; and/or (iii) the United Nations (together the “Anti- Export Laws and Regulations”). Licensee understands and agrees at all times to comply with the Anti-Export Laws and Regulations and any and all such restrictions and/or prohibitions relating thereto, including but not limited to any restrictions and/or prohibitions associated with licensing into specific territories and /or associated with the licensing of intellectual property rights and/or to the export and re-export of products. The terms of this Agreement and the grant of rights hereunder at all times shall be expressly subject to, governed by and construed in accordance with all such applicable rules, legislation, regulations, prohibitions and restrictions. 5.12 The Licensee is not authorised to enter any of the Titles or characters / scenes of the Title (as applicable) in any festivals, screenings, competitions, or for awards consideration without the Banijay’s prior written consent.
Appears in 1 contract
Sources: Programme Licence Agreement
Exercise of the Rights. 5.1 The Licensee may promote, advertise and publicise the Title and its broadcasts in the Territory and shall include references to Banijay in so far as those references form part of any credit provisions as notified or provided to the Licensee. The Licensee shall not use the names and/or likenesses of artists, characters, contestants or personalities appearing in or connected with the Title(s) (other than as may be required for bona-fide advertising of the Title). If materials for advertising are provided by Banijay ▇▇▇▇▇▇▇ only these materials shall be used for advertising. If materials for advertising are not provided by Banijay▇▇▇▇▇▇▇, or the Licensee wishes to create additional materials, the following shall apply:
a) Licensee shall be permitted to create promotional materials from the materials supplied by Banijay ▇▇▇▇▇▇▇ - promotional or broadcast materials - provided that extracts from the broadcast materials are no more than three (3) minutes duration;
b) The promotional materials must preserve the editorial integrity of the Title, and must not reveal plot lines (if applicable to the content); and
c) Replacement of any of the soundtrack of the series, in any promotional material, must have the prior approval of ▇▇▇▇▇▇▇. Such approval will be subject to the Licensee being fully responsible for clearing the replacement music for its exploitation of the same. For the avoidance of doubt, if a Title is contractually restricted to use of specific promotional materials provided by Banijay▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ will advise the Licensee accordingly. Should the Licensee need to edit these particular promotional materials for time segment purposes, prior approval of Banijay will be required. The Licensee shall not use unauthorised images of the cast or any stills from the Titles without the express written approval of ▇▇▇▇▇▇▇.
5.2 Provided that Licensee complies with all advertising and promotional restrictions or obligations, including without limitation in respect of Unacceptable Advertising Content at Appendix A and credit and/or use of logo obligations, of which Banijay ▇▇▇▇▇▇▇ has notified Licensee and provided further that no such advertising or publicising shall constitute an endorsement of any product or service (including by way of advertising or promotional slots in advertising breaks or in pre-roll or post-rolls), Banijay grants to Licensee the non-exclusive right to use the advertising, promotional and publicity materials provided by Banijay ▇▇▇▇▇▇▇ according to this Agreement for the purposes of advertising and publicising the Title in the Territory.
5.3 Any copies of any Delivery Materials made by the Licensee (other than short duration promos) shall adhere in all respects to the billing and credits specified by ▇▇▇▇▇▇▇. Furthermore, the Licensee agrees not to change or alter the series credits (including with regard to sequence, typestyle, relative size, prominence and content) or any logo furnished by ▇▇▇▇▇▇▇.
5.4 The Licensee will advise ▇▇▇▇▇▇▇, within two (2) Business Days of a request by ▇▇▇▇▇▇▇, of the date of each broadcast of the Title and each episode of the Title, the timeslot for each broadcast and any changes to those dates and times.
5.5 Subject to receipt by the Licensee of music cue sheets, the Licensee has or will obtain any necessary licences from appropriate performing and mechanical rights and other licensing and collection agencies and societies for the public performance of, to reproduce, supply and communicate to the public the musical content of the Title and will make all payments due according to those licences. Without derogating the aforementioned, ▇▇▇▇▇▇▇ warrants that the non-dramatic musical performing right in the music contained in the Title are either:
(i) controlled by the applicable collective licensing and collection organizations that are authorized to collect royalties in the country of origin of the Title with respect to the musical compositions or sound recordings ("Collecting Societies"), on behalf of third parties and that such Collecting Societies have (as at the date of this Agreement) affiliated collecting societies operating in the Territory; or
(ii) in the public domain.
5.6 The Licensee shall provide a copy of the unaltered music cue sheets for the Title as supplied by Banijay ▇▇▇▇▇▇▇ to the appropriate performing and mechanical rights agencies and societies in the Territory.
5.7 The Licensee has no right to:
(a) join and register the Title with any collection societies, authors' organisations and similar agencies whether established now or in the future and whether established for the purpose of collecting and disbursing income from the secondary broadcast, re-transmission, broadcast, copying or sale of cinematograph films or blank tapes in the Territory or any part of the Territory or otherwise; or
(b) collect income, royalties, fees and levies payable by those collection societies, authors’ organisations and similar agencies in respect of the Title; or
(c) exercise any rights in the Title or authorise any third party to authorise any rights in the Title other than as expressly set out in this Agreement. These rights are expressly reserved to ▇▇▇▇▇▇▇.
5.8 If any fees and royalties from collection societies, authors’ rights organisations and similar agencies are paid to the Licensee in respect of the Title, the Licensee shall immediately remit one hundred percent (100%) of these amounts to ▇▇▇▇▇▇▇.
5.9 Except as set out in this Agreement, the Rights are limited to the exploitation of the Title in its entirety and by means of the Licensee's own facilities. The Licensee may not use the Title for any purpose other than the purposes set out in this Agreement.
5.10 As part of the Licensee’s Digital Rights Management System, the Licensee will use the latest and most up-to- date industry standard content protection and geoblocking technologies designed to limit unauthorized exploitation of the Title during the Term. Additionally, the Licensee shall maintain security procedures designed to prevent any theft or unauthorised access, copying, exhibition, transmission or removal from the Licensee’s facilities by storing the Titles on closed-network, secure, password- protected servers located in a locked area with controlled- access security that requires security badges for entry and that limits access to authorised persons who require access for legitimate business needs.
5.11 Notwithstanding anything to the contrary in this Agreement, including without limitation the grant of rights or the definition of Territory under this Agreement, the Licensee acknowledges and agrees that some or all of the rights granted herein may be subject to certain restrictions and/or prohibitions under (i) U.S. Trading With The Enemy Act, to the authority of the U.S. Office of Foreign Assets Control and/or governed by the U.S. Department of Commerce anti-export or foreign investment rules and regulations; and/or (ii) the European Union; and/or (iii) the United Nations (together the “Anti- Export Laws and Regulations”). Licensee understands and agrees at all times to comply with the Anti-Export Laws and Regulations and any and all such restrictions and/or prohibitions relating thereto, including but not limited to any restrictions and/or prohibitions associated with licensing into specific territories and /or associated with the licensing of intellectual property rights and/or to the export and re-export of products. The terms of this Agreement and the grant of rights hereunder at all times shall be expressly subject to, governed by and construed in accordance with all such applicable rules, legislation, regulations, prohibitions and restrictions.
5.12 The Licensee is not authorised to enter any of the Titles or characters / scenes of the Title (as applicable) in any festivals, screenings, competitions, or for awards consideration without the Banijay’s prior written consent.
Appears in 1 contract
Sources: Programmes Licence Agreement