TOML IOC CONTENT LICENCE AGREEMENT (“AGREEMENT”)
The IOC hereby grants You the right to use the photographs, illustrations, audio, and audio-visual materials that you license from The Olympic Multimedia Library (the “IOC Content”), subject to the provisions of this Agreement, the TOML’s Terms of Use and any other instructions and guidelines issued by the IOC.
1. Payments
1.1. Timely payment is of the essence of this Agreement. In the event that any payment due in connection with Your licence is not made on or before the due date, then, in addition to, and not in substitution for, any other rights and remedies available under this Agreement or at law, interest will be charged at a reasonable standard rate per month or the maximum amount permitted by the applicable law. Further, the IOC shall have the right, at its election, to terminate this Agreement with respect to any rights You may have hereunder and all rights already granted shall cease and revert to the IOC, provided however that the IOC's rights to any payment then due shall survive and that such termination shall be without prejudice to any and all legal and equitable remedies to which the IOC may otherwise be entitled.
1.2. All payments due under this Agreement will be made together with value added tax (VAT) (or equivalent sales tax), if applicable.
1.3. All amounts payable under this Agreement shall be paid in US Dollars.
1.4. The amounts stated are net receivable figures. So should any taxes or deductions (including withholding tax) be mandatory under applicable law, You shall pay an excess (equivalent to the mandatory deduction) such that the IOC actually receives the amount stated, (or, in other words, the full amount it would have received should withholding not have been applied).
1.5. All technical costs and fees for services provided will be due on the due dates in all cases whether or not You exercise the rights granted pursuant to this Agreement.
2. Delivery of the IOC Content
The IOC shall deliver the IOC Content in the manner established in the relevant purchase order. All fees and any technical costs shall be borne by You.
3. The licence
Subject to the terms and conditions of this Agreement (and Your compliance with such terms and conditions at all times), the IOC hereby grants You a non-exclusive, non-transferable, non-sublicensable (unless otherwise agreed in advance and in writing by the IOC), revocable limited licence to use the IOC Content within the production and/or context approved by the IOC (the “Context”), and in strict compliance with the terms of this Agreement and the TOML's Terms of Use.
You shall not have the right to transfer, assign, sub-contract or sub-license any of Your rights, interests or obligations hereunder or otherwise dispose of any of Your rights, obligations or other interests hereunder without the prior written consent of the IOC.
If the IOC consents to any such assignment or sub-contracting, You shall remain fully liable for the performance of all Your obligations under this Agreement and the TOML's Terms of Use and shall, in addition, ensure that the relevant assignee or sub-contractor complies with the relevant terms thereof as if it was a party hereto. If requested by the IOC, You shall take action (including legal action) against any assignee, sub-licensee or sub-contractor to ensure their compliance with the provisions of this Agreement and/or the TOML's Terms of Use or to remedy any failure in this respect. For the avoidance of doubt, You shall be fully responsible and liable at all times to the IOC for any such failure by any assignee, sub-licensee or sub-contractor.
You agree that all rights of any kind in, to or in connection with the IOC Content (as well as any Olympic Properties) not expressly granted to You under this Agreement are retained by, and shall remain under the sole and exclusive ownership and/or control of, the IOC.
4. Conditions for Use of the IOC Content
4.1 No Association. For the avoidance of doubt, neither the IOC Content nor the Context shall be used or exploited in any manner that may create a confusing or misleading impression, directly or indirectly, that You or any of Your personnel (or any third party) has an Olympic Marketing Association, except if (and as far as) any such association has been expressly approved in advance and in writing by the IOC. For the purposes of this Agreement, Olympic Marketing Association means in relation to a person, a marketing association of any kind (including by way of a sponsorship or endorsement, and whether official or unofficial, and whether direct or indirect) between (i) such person or its personnel and/or any of its or their products, services and/or activities and (ii) any Olympic Entity, any national Olympic team, any of the Olympic Properties, the Olympic Games and/or the Olympic Movement.
4.2 Olympic Properties. No use of any Olympic symbol, flag, motto, anthem, identifications, designations, emblems, flames, mascots, images and/or terminology is permitted in connection with the use of the IOC Content or otherwise under this Agreement.
4.3 No Download/Protection. You shall not and shall not permit any end user to download (whether on a temporary or permanent basis) any of the IOC Content or otherwise facilitate the procurement by any end user of any copy of the IOC Content. All appropriate technological measures must be in place in regards to geographically-blocking and DRM technologies in place to avoid piracy of the IOC Content, as well as all measures outlined in the TOML’s Terms of Use.
4.4 Olympic Values. The IOC Content may only be used to promote (or in a manner at least consistent with) the Olympic values in accordance with the Olympic Charter. The IOC Content shall not be used in any way that is defamatory, slanderous or libellous to the IOC, the Olympic Games, the Olympic Movement the author(s) of (and/or any performer(s) appearing in) the IOC Content and/or any person whose image is or can be identified.
4.5 Copyright Notice. You shall make appropriate reference to the IOC in all credits of the Context and any associated promotional materials (online and/or offline, including websites) and distribution media (physical and/or digital). This credit shall be along the following lines: " All Olympic Footage/Images/Audio available in this production is copyright of and reproduced only with the consent of the International Olympic Committee ".
4.6 No Sub-Licensing. The IOC Content may not be sold and/or sub-licensed to any third party for any purpose whatsoever, except if solely within the Context (and only to the extent included therein) in the manner authorised as per the rights granted and in accordance with this Agreement, unless expressly permitted by the IOC. In the event the IOC authorises any such sub-licence: (a) You shall ensure that the relevant sub-licensee (“Sub-licensee”) complies in all respects with the provisions of this Agreement as if it were You, and You shall remain fully responsible and liable to the IOC at all times for any failure of the Sub-licensee to comply with the provisions of this Agreement; (b) if requested by the IOC, You shall take action (including legal action) against the Sub-licensee to ensure the Sub-licensee’s compliance with the provisions of this Agreement or to remedy any failure in that respect by the Sub-licensee, and without prejudice to the IOC’s right to take action against You, You shall ensure that the sub-license shall entitle the IOC to take direct action against the Sub-licensee; (c) You shall ensure that the sub-license with the Sub-licensee precludes any further sub-licensing of the rights by the Sub-licensee; and (d) any sub-license of the rights shall immediately and automatically cease to have effect if this Agreement is terminated or suspended for any reason
4.7 No Alteration/No Superimposed Advertising. To the extent permitted in this Agreement, You may only edit the IOC Content for bona fide purposes of use within the Context and to the extent authorised and approved in writing and in advance by the IOC. Without prejudice to the foregoing, You shall not have any right to (a) alter or modify by any means the actual reality of any event exhibited in the IOC Content, the participants in any such event, the performance of any such participant or the venue of any such event; (b) use any functionality that enables end users or viewers to alter or modify the reality of the IOC Content in the manner described in (a) above; and/or (c) add or superimpose any material (including any promotion or advertisement or identifiable trademark or brand name of any product, event, activity or service)) on any IOC Content. No other manipulation, re-creation, replication or reconstruction of the IOC Content shall be permitted in any way. The edition of the IOC Content should be done maintaining its integrity and respecting the author’s moral rights. As long as the integrity right of the author is respected, the material can be cut or split but not be re-edited. The selected footage sequences/images (as applicable) should be limited to competitions and/or ceremonies, and not to others. It is of the utmost importance for the IOC that moral rights of the authors of the work from which the IOC Content originates (the “Work”) and of any performers rendering performances appearing in the IOC Content (“Performances”) are always preserved under any legislation applicable to the Context. You hereby undertake to respect the paternity and integrity, as well as any other moral rights applicable by law, of the Work and any Performance and never to use it in any derogatory or otherwise prejudicial context.
4.8 No commercial use of editorial content. IOC Content marked as "editorial," "editorial," or "intended for editorial purposes" may not be used for direct or indirect commercial, marketing, advertorial, sponsorship, advertising purposes, or the sale of goods. This type of content does not have a model or property release and is intended to be used primarily for editorial purposes, i.e. for descriptive purposes such as reporting on current events or other topics of general interest.
4.9 No use in trademarks or logos. You may not use any IOC Content (in whole or in part) as a characteristic or distinguishing feature of any trademark, trademark, company name, product or service designation, or logo. In addition, you may not register such IOC Content (in any country) (in whole or in part) as a registered trademark or rely on such registrations, prior use and/or resulting goodwill to prevent any third party from using the IOC Content or similar content.
Any other use of the IOC Content is strictly limited to the uses displayed on TOML in connection with the selected IOC Content and subject to any applicable restrictions of use.
5. Intellectual property rights
5.1 You acknowledge and agree that the legal and beneficial ownership of all rights (including any and all copyright and other intellectual property rights of whatever nature and in whatever form) for all purposes throughout the universe (including all extensions, reversions, renewals and revivals of such rights) in all IOC Content and any and all works and materials produced by or for the IOC and made available to You in accordance with this Agreement (“IOC Materials”) shall at all times remain vested in the IOC or, as the case may be, become the sole and exclusive property of the IOC, and any new elements of the IOC Materials shall be considered a work made for hire on behalf of the IOC. You shall not, by virtue of this Agreement or otherwise, claim any right, title or interest in relation to the IOC Materials, nor commit or suffer any act or thing whereby any third party would have any lien over, or would be entitled to take possession of, any of the IOC Materials. All uses of the IOC Materials shall accrue for the sole benefit of the IOC.
5.2 You hereby irrevocably and unconditionally assign to the IOC absolutely, free of charge and with full title guarantee, all right, title and interest (whether vested, contingent or future, and including all intellectual property rights, and including by way of present assignment of future copyright) which You may from time to time acquire or hold in and to the IOC Materials (including any and all rights to transmit and/or re-transmit the relevant material), free of all liens and encumbrances, for the universe, for the full period of such rights (including any and all extensions, reversions, renewals and revivals of those) and thereafter (to the fullest possible) in perpetuity, and for use via any and all media (now or in the future known). In any jurisdiction where such assignment does not take effect, You: (a) shall hold such rights for the benefit of the IOC absolutely; and (b) hereby (to the greatest extent permitted by applicable law and subject to any applicable legal restrictions or limitations) grant to the IOC, free of charge, a universe-wide, unrestricted, irrevocable, exclusive, transferable, sub-licensable and royalty-free license in respect of all such rights for the entire term of those rights (including any and all extensions, reversions, renewals and revivals of those rights) and thereafter (to the fullest extent possible) in perpetuity.
5.3 If the IOC commences proceedings involving an infringement or alleged infringement of the copyright and/or other rights in any IOC Materials assigned (or, as applicable, licensed) to the IOC under clause 5.2 above, You shall, at the IOC’s expense, give all reasonable assistance to the IOC in such connection, including, on a case-by-case basis and on request by the IOC, granting or assigning to the IOC rights to bring legal action in respect of any such infringement (where such rights, despite clause 5.2 above, remain held by You).
5.4 You acknowledge and agree that You shall have no right to commence proceedings involving an infringement or alleged infringement of the copyright or any other rights in any IOC Materials without the IOC’s prior written consent.
5.5 You hereby undertake that You will not infringe the copyright, privacy rights or other rights of any third party in exercising Your rights under this Agreement. Without prejudice to the foregoing, You are solely responsible for obtaining such authorizations, releases, rights and/or consents (including any additional payment) that may be necessary for any use of the IOC Content, including the consent to use any music (i.e. any related compositions, accompanying lyrics, sound recordings and/or musical performances) and/or the image rights of the persons appearing in the IOC Content, and have sole liability vis-à-vis the rights holders of such and any other relevant third-party rights. You shall hold the IOC and any other third party authorised by the IOC involved in the provision of the IOC Content under this Agreement harmless and indemnify them against any claims arising from the use of the IOC Content.
5.6 Unless You have secured the necessary third-party rights, consent and permissions (and on the IOC’s request, provided evidence of its compliance with this provisions), no IOC Content may be used so as to focus on any particular individuals, coaches, officials or other persons connected to the Olympic Games. In respect of the foregoing, You acknowledge that the IOC does not grant, and neither has any responsibility or liability in respect of the grant of, any necessary third-party licenses, authorisations, waivers, consents or approvals for the use of any third-party rights in or as part of any Context in such manner, and that it is Your sole responsibility to ensure that You obtain and hold all necessary third-party rights, consents and licenses.
6. Force Majeure
If the performance of any obligation by the IOC (including delivery of the IOC Content) is prevented or delayed due to casualty or other act of God, inevitable accident, strike or other labour dispute, fire, flood, epidemic, earthquake, explosion, war, armed conflict, terrorist act or threat thereof, blockade, embargo, restraints, sanctions, or orders of civil, civil defence, or military authorities; governments action or decree, act of public enemy, riot or civil disturbance, or threat thereof, or other inability to secure sufficient labour, technical or other personnel; failure or delay of common carrier or impairment or lack of adequate transportation facilities; inability to obtain, or the condemnation, requisition of, commandeering of, supplies, equipment or material; failure of technical, production or television equipment, or any other cause or causes, similar to or dissimilar to the foregoing, beyond control of the IOC, then the IOC shall be relieved of its obligations under the Agreement for the duration of such occurrence and shall not be considered in breach of this Agreement.
7. Archive Copy and Programme Synopsis
You shall provide the IOC, in the format and at the address(es) of its choice, with complimentary copy(ies) of the Context in which the IOC Content is used, prior to its publication, if so required by the IOC.
the IOC reserves the right at any time to request a full synopsis of the Context in which the IOC Content will appear. You shall ensure that such synopsis and/or the final version of the Context complies with the limitations set out in this Agreement.
8. Indemnity
You shall indemnify the IOC and any other third party authorised by the IOC involved in the provision of the IOC Content under this Agreement and hold them harmless on demand from and against any and all claims, actions, proceedings, demands, damages, liabilities, costs and expenses (including external legal fees) arising out of or in connection with any actual or alleged breach of this Agreement.
9. Termination and suspension
9.1 This Agreement may be terminated or suspended (at the IOC’s bona fide discretion) with immediate effect on written notice to You by the IOC (without prejudice to its other rights and remedies) if:
a. You: (i) are bankrupt or insolvent; (ii) enter into any agreement or compromise with or for the benefit of all or any class of its creditors; (iii) bring or commence, or are the subject of, winding-up, bankruptcy or any other insolvency proceedings; (iv) have a receiver, administrator or similar manager appointed over all or any part of its undertaking or assets; (v) take, suffer or are the subject of (or proposes to take or is threatened with) any similar or analogous action, event or proceedings in any jurisdiction in consequence of debt; or (vi) cease (or threaten to cease) to carry on its business in the normal course; and/or
b. You are in breach of any of the provisions of this Agreement (or of any other agreement between the parties) which is (i) incapable of remedy or (ii) if capable of remedy, not remedied within ten days (or such shorter period as the IOC may reasonably specify in the circumstances) after receiving written notice from the IOC specifying the breach.
The IOC may, after suspending the Agreement, at its discretion permit the Agreement to continue again, on giving written notice to You.
9.2 The termination or suspension of the Agreement for whatever reason shall be without prejudice to any party's accrued rights, obligations or remedies as at the date of termination or suspension and shall not, for the avoidance of doubt, affect the coming into force or the continuance in force of any provision of this Agreement which expressly or by implication is intended to come into or continue in force after termination or suspension of this Agreement, including but without limitation clause 5 of this Agreement. For the avoidance of doubt: (a) if the Agreement is terminated or suspended, all rights granted under it shall immediately cease; and (b) any such termination or suspension shall not affect the IOC's rights to any payments then due from You.
9.3 On the expiry or termination of this Agreement:
a. You shall immediately cease to exercise the rights granted under this Agreement, which shall automatically revert to the IOC;
b. You shall promptly delete (or procure the deletion of) any copies (whether hard or soft copies) of the IOC Content within Your possession or control and shall not thereafter re acquire or otherwise hold any copies of the IOC Content;
c. all sums that have already been paid by You under this Agreement shall remain fully with the IOC, and the IOC shall not be obliged to reimburse any such sums; and
d. all outstanding amounts of the fee payable under this Agreement (including for the remainder of the original licensed period) and all other amounts payable by You under this Agreement shall become immediately due and payable (and shall be paid by You immediately to the IOC, together with any interest accrued on such amounts).
10. Confidentiality
Neither party nor any of its employees shall divulge to any third party any of the terms in this Agreement without the express permission of the other save as may be necessary in order to comply with any legal or regulatory requirements.
11. No Partnership / Joint Venture
This Agreement is made between principals and nothing herein contained shall be deemed to constitute a partnership or joint venture between the parties hereto.
12. Waiver
A waiver by either party of any breach or default by the other party will not be construed as a continuing waiver of the same or any other breach or default under this Agreement and no waiver shall be effective unless made in writing.
13. Assignability
This Agreement shall be binding upon and inure to the benefit of the IOC and the successors and assigns of the IOC. The rights granted to You hereunder shall be exclusive to it and shall not, without the prior written consent of the IOC, be sub-licensed, transferred or assigned.
14. Governing Law
This Agreement shall be governed by and construed in accordance with Swiss law. Any dispute concerning this Agreement or amendments hereto, in particular as to their existence, validity, interpretation, performance or non-performance, whether arising before or after the expiration of this Agreement, shall be settled definitively by a tribunal constituted in accordance with the Code of Sports-related Arbitration of the Court of Arbitration for Sport. The parties undertake to comply with the said Code and to enforce in good faith the decision to be rendered. The proceedings shall be conducted in the English language and the seat of arbitration shall be in Lausanne, Switzerland.
15. Complete Understanding
This Agreement contains the full and complete understanding between the parties hereto, supersedes all prior agreements and understandings, whether written or oral, and may not be modified except by written instrument signed by the parties hereto.
16. Authorisation
You warrant and represent that the person obtaining content pursuant to this Agreement on its behalf is a duly authorised representative of Your organisation, fully empowered to be bound by this Agreement on its behalf.