Additionally to the terms and conditions of the Agreement the parties agree to the following:
The Program will be delivered via the earthTV® Live Cloud, where the Program will be made available by earthTV® to the Client via link to download or streaming URL, such link or URL will be personalized to the earthTV® Live Cloud account of the Client and the individual earthTV® Live Cloud user assigned by the Client to the account with an individual licensing token. earthTV bears the costs to make the Program available to the Client on the earthTV® Live Cloud, including the previews of the Program within the earthTV® Live Cloud web application. All downlink and other technical reception costs shall be borne by the Client. earthTV® reserves the right to update/change the schedule and/or method of making available the Program at its own discretion. In this case, earthTV shall inform the Client one (1) week prior to such change.
All rights not expressly granted in the Agreement are withheld by earthTV®. Client is not entitled to sublicense the Program or any part thereof. All rights licensed to the Client to use the licensed Program or its individual Program segments are limited in time to the duration for which the respective Program or Program segments is offered on the earthTV® Live Cloud and to the term of the License Agreement, whichever of both may end first. Any grant of rights is subject to full and final advance payment of the license fee by the Client. For each unauthorized use of the Program, earthTV® shall be entitled to demand a contractual penalty in the amount of 400 % of the License Fee applicable to the relevant usage. Any statutory claims to which earthTV® is entitled in such shall remain unaffected.
All payments shall be made by wire transfer (SWIFT), without any deductions net of taxes (e.g. VAT, withholding tax etc.) if any, to earthTV® ‘s bank account as detailed in the invoice. In the event any withholding tax is imposed by the appropriate tax authority on the License Fees required to be paid by earthTV® under this Agreement, Client shall pay the amount of such withholding tax to the appropriate tax authorities and deduct the withholding tax amounts from the payments to the earthTV® of such License Fees, provided that Client shall forward to earthTV® an original receipt evidencing payment of such withholding tax (or other documentation as required under any applicable tax treaties and/or laws) upon the receipt of such documentation by Client from the Territory’s tax authority to enable earthTV® to claim a tax credit for such withholding. For the unlikely event of delayed payments additional default interest of the German base rate plus 9% (Nine Percent) per annum apply. In addition earthTV® reserves the right to suspend the delivery of the Program. In case of such a suspension of delivery, any payment under this Agreement remains due and Client shall have no claims in connection with such suspension and shall indemnify and hold earthTV® harmless from all claims and indemnities.
The Agreement can be terminated by either party in writing with 3 (three) month prior notice to the end of the following month, if not agreed differently in the main part of the Program License Agreement. Contractual notice of dismissal is explicitly excluded. The right of extraordinary termination remains unaffected hereby. Extraordinary termination is subject to a culpably substantial breach of the main liabilities arising out of the Agreement (e.g. changing, altering, deleting the earthTV® Program, the logo, violation the rights of third parties etc.). Notice of termination shall be given in writing by registered mail. In case of an extraordinary termination by earthTV® all rights granted to Client under this Agreement shall automatically revert to earthTV®. Client shall be liable for all damages earthTV® may suffer for reason of the termination of this Agreement. Any material in Client’s possession – if any – shall be delivered to earthTV® not later than one week after the termination.
5. Collection, storage and usage of data:
A. Client will include earthTV® and the Program name “The World Live” (or its translations in local languages) in all press releases, presentations or marketing materials/campaigns of the licensed Program and link to earthTV® ‘s website (www.earthTV.com) and earthTV®’ s social media profiles (to the extent technically possible).
B. Client will also inform earthTV® once a month on all ratings, viewer profile of the channel, market shares of Program slots and reach (to the extent available) of the Program as broadcast and amount of viewers/reach, impressions/interactions, and view-times of the Program, and will forward viewer reactions to earthTV®. Client will regularly inform earthTV® of all key sponsors and advertisers of the Program.
C. earthTV® has the right to license herein granted rights concerning the Program to Client with the exception of the music rights. Any fees payable to third parties or to Performing Rights Societies or similar collection bodies with respect to the music shall be borne by the Client.
D. In case of any delay in the delivery of the Program, or in case any Program cannot be delivered on any given day during the License Period, due to a technical failure or any carrier (such as telecommunication or satellite operator) delivering Program or parts thereof, or due to any Act of God, strike, riot, labour dispute, flood, public disaster or similar circumstances, which is beyond the reasonable control of earthTV®, such failure shall not be deemed to be a breach or violation of the Agreement.
E. earthTV® ‘s liability is limited to intent and gross negligence. In respect to any claim or suit by Client or any third party, earthTV® ‘s liability is limited to an amount equal to the proportionate License Fee received under the Agreement.
F. Client shall treat all terms and conditions of the Agreement and these General Terms and Conditions as strictly confidential. This confidentiality obligation applies to any third party including any affiliate of the Client. Client shall also extend this confidentiality obligation to all its employees and partners who are involved with the Agreement and its fulfilment. This confidentiality obligation shall survive for an indefinite period after the expiration or termination of the Agreement. In every case of infringement of the above stipulations, earthTV® reserves the right to terminate the Agreement without previous notice. In case of an infringement by Client, Client waives any repayment claims regarding the License Fee. Moreover, earthTV® will assert its right to prosecute further-reaching claims for compensation.
G. The Agreement and these General Terms and Conditions shall not be modified, varied or waived in whole or in part except in writing signed by both parties. This also applies for a waiver of written form requirements. No verbal arrangements have been made.
H. If one of the stipulations of the Agreement or these General Terms and Conditions should be fully or partly void or become void, and should an omission be found in the Agreement or these General Terms and Conditions, this will not affect the other contractual conditions. In lieu of the ineffective regulation or to fill the omission, an appropriate and effective provision should be valid which closely approaches the intentions of the parties as well as the actual, legal and economical aspects.
I. This License Agreement including its Annexes is governed by the laws of Germany with the exclusion of the international private law and the UN Convention on Contracts for the International Sale of Goods. Exclusive place of jurisdiction is Munich, Germany.
J. This Agreement and these General Terms and Conditions shall not create any relationship under company law between the parties.
VERSION: May 2020