IFTA® INTERNATIONAL STANDARD TERMS
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1. D EFINITIONS A ND U SAGE
1.1. Definitions: Words and phras with initial letters capitalized are Defined Terms. If not defined where they first appear, Defined Terms are defined in the IFTA® International Schedule of Definitions or otherwi by industry custom and practice.
1.2. References: Reference to any Right in the Standard Terms that is not specifically licend in the Deal Terms is for convenience only and does not grant Distributor any such Right.
1.3. Multiple Pictures: If more than one Picture is licend in the Deal Terms, then all provisions of this Agreement apply to each Picture individually unless otherwi provided.
2. P ICTURE A ND V ERSION
2.1. Picture: The Picture is the Motion Picture identified by its current title in the Deal Terms. Licensor may change the title of the Picture in its discretion.
2.2. Key Element: A Key Element is a Person who is committed to render rvices or materials on the
Picture as indicated in the Deal Terms. A Person will be deemed to have done so if the Person receives credit for so doing in the main or end titles of the Picture. For a director, this requirement will be satisfied if the director renders directing rvices through the end of Principal Photography.
2.3. Key Replacement: If Licensor elects to replace a Key Element, Licensor will give Distributor prompt Notice to such effect. If the Deal Terms permit Key Replacement, Licensor’s Notice will also indicate the replacement for the Key Element who has been accepted by the Person indicated in the Deal Terms, in which ca Distributor may not refu to accept Delivery of the Picture or reduce the Guarantee or Other Payments becau of such replacement. If the Deal Terms indicate replacement is subject to Distributor’s approval, then Licensor’s Notice will also indicate any available replacements and provide a reasonable time for Distributor to respond, which time may be reduced to not less than five (5) days from receipt of Licensor’s Notice due to exigencies of production. If Distributor does not give Licensor a Notice disapproving a propod replacement within the time provided, the replacement will be deemed approved and Distributor may not refu to accept Delivery of the Picture or reduce the Guarantee or Other Payments due to such replacement. If Distributor does give timely Notice of permitted disapproval of a propod replacement, but Licensor nonetheless commits to u the propod replacement in the Picture, then Distributor may also elect to terminate this Agreement under Paragraph 16.1.
2.4. Version: The Picture is only licend for viewing from beginning to end in substantially linear form and in authorized dubbed, subtitled, parallel-tracked or edited versions. Distributor may also create and exploit, in conjunction with the applicable Licend Right, enhanced Versions of the Picture which include commentaries, EPKs, “making of” footage outtakes, the director’s cut and the like, provided that applicable Delivery Materials to do so are delivered and subject to Licensor’s Requirements in Paragraph 4.2. However, this does not authorize any u of the Picture in or as the basis for any interactive or video game. Except as provided in this Agreement, the Picture and its trailers must be exhibited at all times substantially in their original continuity, without alteration, interpolation, cut or elimination.
3. L ICENSED R IGHTS A ND R ESERVED R IGHTS
3.1. Licen Grant: Subject to the terms of this Agreement, Licensor licens to Distributor, exclusively, except as t forth in the Deal Terms, the Licend Rights in the Picture throughout the Territory for the Term in the Authorized Languages subject to the Exceptions, Us and Holdbacks as t forth in the Deal Terms.
包粽子怎么包3.2. Rervation: All Rights not expressly licend to Distributor are Rerved Rights which Licensor may exploit without restriction except as provided in this Agreement.
3.3. Reversion: All Licend Rights will immediately revert to Licensor free of any claim by Distributor or other Person on the end of the applicable Licen Period for the Licend Rights, but in any ca no later than the end of the Term as provided in Paragraph 6.1.
3.4. Exclusive Grant: If any Licend Right is granted exclusively to Distributor, then Licensor may not exploit or authorize exploitation of such Licend Right in the Authorized Language(s) in the Territory during any Licen Period when Distributor may exploit the exclusive Licend Right.
3.5 Non-Exclusive Grant: If any Licend Right is granted non-exclusively to Distributor then Licensor may exploit and authorize exploitation of such Licend Right in any languages including the Authorized Language(s) in the Territory at any time but subject to any Licensor Holdbacks or U requirements.
4. A LLIED R IGHTS
4.1. Licen: Subject to the terms of this Agreement and Licensor’s Requirements, Licensor also grants to Distributor the non-exclusive licen to u the following Allied Rights in the Picture within the Territory during the Term:
4.1.1. To adverti, publicize and promote exploitation of the Licend Rights in the Picture in
the Territory, and in so doing to u the title of the Picture, the advertising and promotional materials supplied by Licensor or created by Distributor under this Agreement, and the name, voice and likeness of any Person rendering materials or rvices on the Picture but not as an endorment for any product or rvice other than the Picture;
4.1.2. To include before the beginning or after the end of the Picture the credit or logo of
Distributor;
4.1.3. To change the title of the Picture after first obtaining Notice of Licensor’s approval;
4.1.4. To dub, subtitle, or parallel track the Picture in accordance with the Authorized
Language Us in the Deal Terms but only in the Authorized Language(s);
4.1.
5. To edit the Picture to meet exhibition requirements after first obtaining Notice of
Licensor’s approval;
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4.1.6. To allow inrtion of commercial announcements before the start or after the end of the
Picture and during the continuity of the Picture as commercially reasonable;
4.1.7. To u the name, logo, banner and other identified trademarks of Licensor solely in
connection with exploitation the Picture and in compliance with Paragraph 4.5; and
4.1.8. To u clips from the Picture for allowed advertising, marketing and promotion either as
倍腾学校supplied by the Licensor, or as otherwi approved by Licensor, to the extent that they are no more than three (3) minutes individually or five (5) minutes total.
4.2. Licensor’s Requirements: Licensor’s Requirements mean the following requirements and conditions for exploiting any Allied Rights: credit obligations including for u on-screen and on packaging; dubbing, subtitling, and parallel tracking requirements; editing restrictions; paid advertising, publicity and promotional requirements; provisions for u of any name, voice or likeness; limitations on u of commercial announcements; requirements for u of any trademark or logo; obligations for u of meta-data, DRM, RMI, and digital identifiers, including ISAN.
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4.3. Compliance with Licensor’s Requirements: Licensor will give Distributor timely Notice of Licensor’s Requirements promptly to the extent reasonably available for each Requirement. Distributor will abide by all of Licensor’s Requirements after receipt of such Notice in exercising any applicable Allied Rights. Upon Licensor’s reasonable request, Distributor will promptly submit to Licensor any materials created or ud by Distributor in exploiting any Allied Rights so that Licensor can determine whether Licensor’s Requirements are satisfied.
4.4. Limitations: In exercising any Allied Rights, Distributor may not: (i) alter or delete any credit, logo, copyright notice, trademark notice or RMI on the Picture; (ii) include any advertiments or other materials before, during or after the Picture other than the credit or logo of Distributor, an approved anti-piracy warning, or commercials as authorized in this Agreement; or (iii) alter, substitute, dub or delete any music or lyrics without prior Notice of Licensor’s approval.
4.5. U of Licensor’s Marks: In using the title of the Picture or Licensor’s name, logo, banner or other identified trademark on the Picture (“Marks”), Distributor will at all times follow good trademark practices subject to Licensor’s Requirements. Distributor will not at any time adopt any symbol confusingly similar to any of the Marks or attempt to register any of the Marks or claim any goodwill deriving from them. All good will arising from u of the Marks will inure to the benefit of Licensor. U
pon reasonable request, Distributor will give Licensor reprentative samples of each u of all Marks for quality assurance purpos. If Licensor determines Distributor is using any of its Marks improperly, Licensor may give Notice to Distributor of the improper u. If Distributor fails to timely remedy the improper u, Licensor may immediately terminate Distributor’s right to u such Marks.
4.6. Inadvertent Failure: No inadvertent failure by Distributor to comply with any of Licensor’s Requirements will be a material breach of this Agreement provided Distributor takes reasonable efforts to cure prospectively such failure after Notice of such failure from Licensor.
5. T ERRITORY
5.1. Territory: The Territory means the countries or territories listed in the Deal Terms as their political borders exist on the Effective Date or as they may be further defined in the IFTA® International Schedule of Territories current as of the Effective Date. In ca of any inconsistency between the Territory definitions in the Deal Terms and IFTA® International Schedule of Territories, the Deal Terms prevail.
5.2. Non-Contiguous Areas: “Non-Contiguous Areas” mean embassies, military and government installations, oil rigs and marine drilling sites, airlines-in-flight and ships-at-a flying the flag of a cou
ntry but not located within its contiguous geographic borders. The Territory does not include the Non-Contiguous Areas of foreign countries located within the Territory. However, for exploiting any Non-Theatrical, Commercial Video, Airline or Ship Licend Rights, the Territory includes Non-Contiguous Areas of each country in the Territory as necessary for exploiting such Rights.
5.3. Changes in Borders: If during the Term an area parates from a country in the Territory, then the Territory will still include the entire area which formed one political entity as of the Effective Date. If during the Term an area is annexed to a country in the Territory, then Licensor grants Distributor a First Negotiation Right to acquire the Licend Rights in the Picture until the end of the Term in the newly annexed area to the extent tho Licend Rights are then or later available.
5.4. Regionalization: The Picture is only licend for exploitation using the technological methods in customary commercial u in the Territory during the Term. For example, if PAL is the customary format in the Territory, then in exercising any Video Licend Rights Distributor may only exploit Videograms in the PAL format. If the Video Licend Rights include Disc as an Authorized Format, then Distributor may exploit solely in the regional format for the Territory.
6. T ERM,L ICENSE P ERIOD AND H OLDBACKS
6.1. Term: The Term of this Agreement starts and ends on the dates t forth in the Deal Terms except in ca of Term extension per Paragraph 15.2 or early termination per Paragraph 16.1 or cancellation per Paragraph 16.3.
6.2. Vesting: The Licend Rights will only vest in Distributor for each Licend Right when and subject to the conditions specified in the Deal Terms or, if not there specified, if and when Distributor accepts Initial Delivery of the Picture and Distributor pays Licensor the entire Guarantee, if
any. Prior to vesting, Distributor may not exploit any Licend Rights, although Distributor may enter into agreements with approved subdistributors or agents in accordance with Paragraph 21.1 to exploit any Licend Rights after vesting. Between the Effective Date and the Vesting Date, Licensor will not exploit or authorize exploitation of any Licend Rights in the Picture within the Territory in any Authorized Language.
6.3. Licen Period: The Licen Period is the maximum time period indicated in the Deal Terms during which Distributor may exploit or authorize exploitation of each Licend Right. If the Deal Terms only authorize a limited number of Authorized Telecasts for the PayPerView, Pay TV or Free TV Licend Rights, then the applicable Licen Period for such Licend Rights ends on the earlier
of the end of the applicable Licen Period or the conclusion of the last Authorized Telecast. Failure to u all Authorized Telecasts will not extend the Licen Period. In no ca may Distributor exploit or authorize exploitation of any Licend Right after the end of the Term of this Agreement.
6.4. Distributor Holdbacks: A Distributor Holdback means a contractual restriction on the period during which Distributor may exploit a Licend Right. Distributor may not exploit or authorize exploitation of any Licend Right until the end of its Distributor Holdback. However, Distributor may enter into agreements with approved subdistributors or agents in accordance with Paragraph 21.1 at any time during the Term to exploit a Licend Right commencing after the end of its Distributor Holdback.
6.5. Additional Distributor Holdbacks: In addition to any Distributor Holdbacks in the Deal Terms, Distributor agrees that to the full extent allowed by Law during the Term, Distributor will not undertake or authorize: (i) any overspill telecast of the Picture from within the Territory intended for primary reception outside the Territory; (ii) any export or sale of Videograms of the Picture from the Territory intended for primary consumer sale or rental outside the Territory; (iii) making the Picture available on the Internet or any Clod Network without commercially reasonably technological protection measures which restrict access at reasonably identifiable locations outside the Territory. H
owever, a Simultaneous Retransmission outside the Territory of an Authorized Telecast that originated inside the Territory will not be deemed a breach of the provisions.
6.6. Licensor Holdbacks: A Licensor Holdback means a contractual restriction on the period during which Licensor may exploit any Rerved Right in the Authorized Languages in the Territory. Licensor may not exploit or authorize exploitation in the Authorized Languages in the Territory of any Rerved Right until the end of its Licensor Holdback. However, Licensor may enter into agreements at any time to exploit a Rerved Right starting after the end of its Licensor Holdback.
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6.7. Additional Licensor Holdbacks: In addition to any Licensor Holdbacks in the Deal Terms, Licensor agrees that to the full extent allowed by Law during the Term, Licensor will not undertake or authorize: (i) any overspill telecast of the Picture in an Authorized Language from outside the Territory intended for primary reception within the Territory; (ii) any export or sale of Videograms of the Picture in any Authorized Language from outside Territory intended for primary consumer sale or rental within the Territory; (iii) making the Picture available on the Internet or any Clod Network in any Authorized Language without commercially reasonable technological measures which restrict access at reasonably identifiable locations within the Territory. For the purpos: (i) a Simultaneous Retransmission within the Territory of a broadcast that originated outside the Territory
will not be deemed a breach of the provisions; and (ii) the Original Language Version of the Picture without subtitles or parallel tracks will not be deemed an Authorized Language version of the Picture subject to the provisions.
变电所7. U SE P ROVISIONS
7.1. Authorized Us: A U authorized in the Deal Terms is an Authorized U of the specific type, e.g. an Authorized Format or Authorized Telecasts. Distributor may only exploit each Licend Right in accordance with the Authorized Us for the Licend Right and the provisions of this Agreement.
7.2. Authorized Formats: If Disc is an Authorized U, then Distributor may not, to the extent permitted by Law, ll or authorize sale of Discs incorporating the Original Language Version of the Picture Parallel Tracked with any other Authorized Language Version until after Original Language Disc Versions are made available for sale to the public in any country with the same Disc region code as that primarily utilized in the Territory.
7.3. Authorized Telecast(s): Distributor may not telecast or authorize telecast of the Picture for more than the Authorized Telecast(s) in the Deal Terms or, if none, a commercially reasonable number. Authorized Telecast(s) may only be ud in Authorized Runs or Authorized Playdates as indicated in
the Deal Terms. Distributor may allocate multiple Authorized Runs or Authorized Playdates among applicable Licend Rights in a commercially reasonable manner unless otherwi indicated in the Deal Terms. Distributor may not telecast or authorize telecast of the Picture by any form of Pay TV other than an encrypted form and may not undertake or authorize any sale, rental or export of encryption decoders outside the Territory.
7.4. Authorized Channel & Satellite: If the Deal Terms only authorize telecast of the Picture on
a specific channel or satellite, then Distributor may only broadcast or authorize broadcast over the originating transmitting facilities of such Authorized Channel(s) or Authorized Satellite(s) as they exist on the Effective Date. Otherwi, Distributor may authorize broadcast over any existing channel in the Territory, but may only authorize satellite broadcast that is primarily intended for downlink reception in the Territory. If a physical change in telecasting facilities materially affects the number or kind of television receivers capable of receiving any telecast (e.g. signal boost, new transponder, orbital drift), then Distributor will promptly give Licensor Notice of such change. Licensor then grants Distributor a First Negotiation Right to exploit any affected Licend Rights over the changed facilities, taking into account rights previously granted to other Persons. If no agreement is reached in the First Negotiation period and the change materially affects the exploitatio
n of the Licend Rights, then either Party may terminate this Agreement under Paragraph 16.1.
龙洞森林公园7.5.Authorized IPTV U: If the Deal Terms authorize IPTV U and grants the PayPerView or Pay TV Licend Rights and ClodNet Rights, then Distributor may permit an Authorized Telecaster for to exploit the Picture in the Authorized Language(s) by IPTV U on a Clod Network available to Authorized Subscribers of the rvice designated in the Deal Terms, or if not designated, by one ud in conjunction with the rvices authorized to exploit Pay TV or PayPerView Licend Rights. IPTV U may only utilize the number of Authorized Telecasts specified in the Deal Terms, or if not specified, a commercially reasonable number. IPTV U may only occur during the period specified in the Deal Terms, or if not specified, the Licen Period for the applicable PayPerView or Pay TV Licend Rights. Authorizing IPTV U does not authorize Distributor to exploit any other Internet Rights or ClodNet Rights. All IPTV U by Distributor is subject to the exploitation obligations in Paragraph 13.5. During the period when IPTV U by Distributor is authorized, Licensor will not undertake or authorize IPTV U of the Picture in the Territory in the Authorized Language(s) by any other party in conjunction with any PayPerView or Pay TV broadcast, but this will not prevent Licensor from exploiting any other Internet or Clod Net Rights in the Picture to the extent they are not otherwi granted to Distributor.
7.6. Authorized Simulcasting: If the Deal Terms authorize Simulcasting U, or if Simulcasting U is required by Law in the Territory, then Distributor may permit an authorized telecaster to exploit the Picture in the Authorized Language(s) by Simulcasting in conjunction with authorized exploitation of the Licend Free TV Rights, but doing so does not authorize exploitation of any other Internet Rights or ClodNet Rights. All Simulcasting U is subject to the obligations in Paragraph 13.5. During the period when Simulcasting by Distributor is authorized, Licensor will not undertake or authorize Simulcasting of the Picture in the Territory in the Authorized Language(s) by any other party
