Total Rugby Radio terms and conditions

(IRB.COM) Wednesday 23 May 2012
 

By clicking “accept” you (“Licencee”, which expression will include any entity whom you are employed or engaged by or whom you represent) agree to abide by these terms and conditions.

Unless otherwise stipulated by IRFB Services (Ireland) Limited c/o First Floor, Huguenot House, 35-38 St Stephen’s Green, Dublin 2, Ireland (“ Licensor“), these terms and conditions will apply to any and all downloads of, access to, receipt of, transmission and/or use of the Programme by Licencee retrospectively, prospectively or otherwise.

These terms and conditions will constitute a legally binding agreement between the parties.

A. DEFINITIONS:

“Excluded Rights” means all rights and Licences not specifically defined herein and expressly granted hereunder to Licencee including without limitation the right to transmit any visual and/or audio-visual coverage of the Programme at all in and/or via any media, any and all forms of fixed-memory rights, and any and all so-called “download-to-own” rights, so-called “pod-casts” and any other multimedia rights and/or applications whether now known or hereafter invented and/or any other representations of the Programme whether audio, visual, audio-visual or otherwise and including any animation or simulation. For the avoidance of doubt, all Excluded Rights are expressly reserved absolutely to Licensor. 

“Invoicing and Collection Agent” means the entity Engage Sports Media Limited (company number 07923215), Second Floor, 8 Lonsdale Gardens, Tunbridge Wells, Kent, England TN1 1NU.
 
"Licence Fee" means the relevant sum (if any) as specified to Licencee by Licensor (or its nominee) by separate written communication.

“Licence Period” means the relevant period as specified to Licencee by Licensor (or its nominee) by separate written communication.

“Licenced Languages” means the relevant languages as specified to Licencee by Licensor (or its nominee) by separate written communication.

"Licenced Territory" means the relevant territory as specified to Licencee by Licensor (or its nominee) by separate written communication.
 
“Minimum Transmission Commitment” means where applicable the relevant minimum transmission commitment level to be undertaken by the Licencee in respect of each Programme as may be specified by the Licensor (or its nominee) to the Licencee by separate written communication two (2) per Programme, the first of which to be within forty-eight (48) hours after receipt by Licencee of the Programme.

“Number of Transmissions” means unlimited transmissions during the Licence Period unless otherwise specified to Licencee by Licensor (or its nominee) by separate written communication and provided the Programme will not be transmitted by Licencee more than three (3) times in any twenty four (24) hour period.

“Permitted Channel” means the relevant Licencee channel (if any) as notified to Licencee by Licensor (or its nominee) by separate written communication,

“Programme” means the rugby union orientated feature led magazine radio programmes titled “Total Rugby” (or any successor programme) and any abridged or short-form version of the same, including clips and packages created by or on behalf of Licensor.

“Transmission Rights” means all means of radio broadcast, including (without limitation) radio and simulcast audio rights for transmission via shortwave frequencies and/or internet audio transmission and/or IP streaming to mobile devices, internet sites and downloads (including podcasts), provided that if and/or where a Permitted Channel is specified, all such transmissions will be on the Permitted Channel available to the public generally and situated in any part of the Licenced Territory, but excluding for the avoidance of doubt the Excluded Rights.

B. LICENCE

Licensor hereby grants to Licencee a non-exclusive licence to transmit the Programme by means of the Transmission Rights (the “Licence”). The Licence is granted strictly subject to these terms and conditions and Licencee may only transmit the Programme in the Licenced Territory, in the Licenced Languages only during the Licence Period, and if and where specified to Licencee by Licensor (or its nominee) by separate written communication, for the Number of Transmissions and, subject to the  Minimum Transmission Commitment.

C. KEY TERMS AND CONDITIONS

  1. If and where applicable and specified by Licensor (or its nominee), in consideration of the grant to Licencee of Licence, Licencee will pay the Licence Fee in full by the specified due date to the Invoicing and Collection Agent. Timely payment of the Licence Fee is of the essence. In the event that payment of the Licence Fee (or any instalment thereof) is not made on or before the relevant Due Date, interest will be charged by Licensor (and paid by Licencee) on the amounts outstanding at the rate of one and one-half percent (1.5%) per month or the maximum amount permitted by the applicable law (whichever is the greater). Further, if payment has not been made within fourteen (14) days after the relevant due date, Licensor will have the right, at its election, to terminate this Licence immediately or withhold the rights granted hereunder until full payment is made.
  2. Unless otherwise agreed in writing by the parties, nothing in these terms and conditions will limit Licensor from exploiting its rights in the Programme as it may wish, within the Licenced Territory or otherwise. 
  3. Where the Licence relates to a particular Licenced Territory, Licencee will ensure that the transmission and reception of the Programme is geographically restricted to prevent any distribution and/or reception outside the Licenced Territory.
  4. Where the Licence is not subject to any specified Minimum Commitment, the Licensee will use its best endeavours to schedule the Programme between 18.00 and 23.00 local time in the Licenced Territory on a regular scheduling basis. Licencee will pre-notify such programming schedule to Licensor.
  5. Access to the Programme during the Licence Period will be subject to the Programme being produced. The final decision as to whether or not the Programme will be produced is solely a matter for Licensor.
  6. No modifications may be made to the Programme without the prior written consent of Licensor other than the inclusion by Licencee, at its own cost, of a direct voice over translation in the relevant Licenced Language (other than in the English language).
  7. Unless otherwise specified by Licensor (or its nominee) from time to time the Programme will be produced by Licensor and available for download by Licencee in the English Language only.  Where applicable, Licencee will promptly provide, at its own cost, to Licensor a full translation of each Programme in the Licenced Language(s) as and when reasonably requested by Licensor (or its nominee).
  8. Any use of Licensor’s trademarks or other intellectual property rights will require the prior written approval and consent of Licensor.
  9. Licencee agrees that all rights, title and interests whatsoever (including without limitation copyright and other proprietary rights) throughout the world in the Programme will vest in Licensor. Licencee’s rights in the Programme will be limited to the Licence granted hereunder.
  10. Licencee will not enter into any arrangements for the sponsorship of and/or commercial association with or exploitation of Licencee’s transmission of the Programme, nor any block of programming in which the Programme is comprised nor for the association of any commercial entity therewith, whether by way of the insertion of advertisements or otherwise, without Licensor’s express prior written approval and consent.
  11. Licencee undertakes to obtain and pay for any and all necessary authorisations, consents, clearances, and releases within the Licenced Territory (including without limitation Performing Rights Society, or other collecting society fees, or similar royalties or fees), including in connection with any music contained in the Programme.
  12. Licencee will provide to Licensor (as and when reasonably requested by Licensor, its nominee, or by Invoicing and Collection Agent on its behalf, full statistical audience data and information (including without limitation, audience reach and demographics) relating to listenership of the Programmes in the Licenced Territory.
  13. Except where any alteration of the Programmes is necessary in order to comply with any regulatory requirements or timing restrictions or as otherwise allowed herein, Licencee agrees to broadcast each Programme in full in the form in which it is delivered to Licencee by and/or on behalf of Licencee (subject to paragraph 6 of this Section C above) and agrees not to cut, alter or edit the Programmes without Licensor’s prior written approval. In any event, Licencee agrees that it will not add any material to the Programmes that will contain anything which is knowingly obscene, blasphemous or defamatory or which infringes the copyright, right of privacy, right to publicity, performers’ right or moral right of any third party and will  not use the Programme for any political purpose or for any other purpose detrimental to the game of rugby or to constitute or imply any endorsement by Licensor or any players of a commercial product or service unless otherwise agreed and Licencee will not engage in any conduct whether by reference to the Programme or otherwise which may bring Licensor, the International Rugby Board and/or any of its affiliates and/or its or their employees, agents, members or officers into disrepute.
  14. Licencee will assign (by way of assignment of future copyright) with full title guarantee all copyright, whether vested, future or contingent, and all other intellectual property and other rights of whatever nature throughout the world in all its transmissions of the Programmes arising by virtue of its transmission of the Programme to Licensor absolutely, from the moment of broadcast of such Programmes and/or material and Licencee hereby waives all moral rights in and to the same. To the extent that the benefit of such rights cannot be assigned under relevant laws, then Licencee acknowledges that such rights are held by Licencee on behalf of Licensor and exercisable for the sole benefit of Licensor and Licencee will grant to Licensor an exclusive worldwide Licence to use, adapt, reproduce, distribute, sub-Licence, advertise for sale such rights and generally to enjoy the same.
  15. Licencee agrees and accepts that Licensor may revoke the Licence at any time on written notice to Licencee. In the event that the Licence is revoked and a Licence Fee payable applicable, Licencee may as specified to Licencee by Licensor (or its nominee) by separate written communication, be entitled to an equitable reduction (where the Licence Fee (or a portion thereof) remains outstanding) and/or pro-rata refund (where the Licence Fee has already been paid) of the Licence Fee. For the avoidance of doubt and without prejudice to the foregoing, and (unless the Licencee elects otherwise), the Licence will automatically terminate upon the occurrence of any of the following events: (i) Licencee seeking relief under any bankruptcy statute or entering into any arrangement or compromise with its creditors; or (ii) Licencee’s uncured breach of any of the terms and conditions of this Licence  or any other agreement between Licencee and Licensor (and/or any of its affiliates) which is incapable of remedy or if capable of remedy is not remedied within thirty (30) days of receipt of written notice from Licensor specifying the breach and the steps required to remedy the same.
  16. In the case that the Licencee requires and/or requests (retrospectively, prospectively or otherwise) downloads of, access to and/or receipt of the Programme in a particular format and/or at a particular locations, and/or requires and/or requests additional services and/or facilities to be provided to the Licensee by the Licensor (or its nominee) in connection with the Programme, Licencee shall be responsible for any and all applicable costs (including technical costs) and shall pay such sums to the Licensor, its nominee, or relevant third parties as notified to Licencee by Licensor (or its nominee) by separate written communication.
  17. Following any revocation or termination of the Licence or the expiry of the Licence Period (whichever is the earlier) all rights granted to Licencee hereunder will revert automatically to Licensor and Licencee will return any and all Programme materials in the possession and/or under the control of Licencee which have not been erased and/or destroyed and where such materials have been destroyed, Licencee will (if requested by Licensor, or its nominee) provide reasonable evidence of such erasure and/or destruction.
  18. Licensor will not be liable in any circumstances for any indirect or consequential loss (which expression will include but not be limited to loss of anticipated profits, loss of anticipated savings and all other economic loss). The liability of Licensor under this Licence in respect of any proven breach will be to pay damages up to a maximum of the sums actually received by Licensor from Licencee under this Licence.
  19. Licencee indemnifies Licensor and its affiliates, successors and assigns (and the directors, officers, employees, shareholders and representatives of each of them) and holds them harmless from any claims, damages, liabilities and expenses (including attorney's fees) in any way connected with any breach by Licencee of any of the terms of these terms and conditions.

D. GENERAL PROVISIONS

  1. This Licence (and any supplementary terms as noted herein specified to Licencee by Licensor or its nominee) contains the entire agreement between parties and will supersede all prior proposals, negotiations, agreements, arrangements and understandings, if any, relating to the obligations and matters set out herein, whether oral or written.  
  2. No failure to exercise, or delay in the exercise of, a party's rights under this Licence will constitute a waiver of such rights. No waiver of a provision of this Licence will constitute a waiver of the same or any other provision of this Licence other than as specifically set forth in such waiver.
  3. Any notices to be given or served hereunder will be in writing and will be delivered by email to the email address ordinarily relied upon by each party for the purposes of this Licence or such other email address as may be notified to the other party for the purposes of this paragraph from time to time and will be deemed to have been delivered at the time of dispatch in the country of the recipient and if such deemed delivery is not during business hours, will be when business hours next commence of the following business day.
  4. Licencee will not transfer, assign, sub-licence or share or part with any of its rights or obligations hereunder except with the prior written consent of Licensor and on such terms and conditions as Licensor will determine. For the avoidance of doubt, Licensor will be entitled to assign any of its rights and/or obligations hereunder to any company affiliated with Licensor and/or International Rugby Board (including any subsidiary undertaking, any parent undertaking, or any subsidiary undertaking of such parent undertaking).
  5. Save as expressly stated in this Licence, a person who is not a party to this Licence has no right toenforce any term of this Licence under the Contracts (Rights of Third Parties) Act 1999, but this will not affect any right or remedy of a third party which exists or is available apart from the Contracts (Rights of Third Parties) Act 1999.
  6. These terms and conditions are governed by and construed in accordance with the laws of England and is subject to the exclusive jurisdiction of the English courts with the exception of any proceedings by Licensor to recover any monies owed under the terms of this Licence which may be taken in any jurisdiction.

These terms and conditions were last updated on 23 May 2012.

IRFB Services (Ireland) Limited,
c/o First Floor,
Huguenot House,
35-38 St Stephen’s Green,
Dublin 2,
Ireland.

Copyright © International Rugby Board 2012. All Rights Reserved.