CBC STANDARD TERMS
1. Grant of Rights
Content must only be presented in full-screen.
Licensee agrees to exhibit advertising before, during (e.g. superimposing other content) and after the exhibition of the Content provided that; Content is clearly separate from any Licensee advertising and there is no association between Content and advertising; and (ii) the advertising is marketed as “blind sell”, which for the avoidance of doubt, means that Licensee will not market the Content or include CBC’s brand in connection with Licensee’s advertising sales efforts.
CBC retains full journalistic control over the Content including, without limitation, the exclusive right to amend, correct, withdraw, or remove Content.
a) to display the Content as it is provided, without altering it in any way, or changing its order of presentation, unless Licensee receives CBC’s prior written approval;
b) not to combine content from other sources with Content and to keep Content clearly separate from any other content not provided by CBC; and
c) not to place the Content in a context that would alter its meaning.
Licensee agrees to CBC’s logo, icon, trademark or official mark, brand, commercial name, domain name, graphic element or any other element related to CBC’s image appearing on all Content, and Licensee further agrees not to modify, edit, or delete any logo, icons, trademark, brand, commercial name, domain name, graphic element and any other element related to CBC’s image appearing on Content, unless agreed in writing by CBC.
Licensee acknowledges that this Agreement does not transfer to Licensee any proprietary right, title or interest, including copyright, in the Content nor the CBC’s logos, trademark or official mark, brand, commercial name, domain name, graphic elements and/or other element related to its image and that the rights granted herein are only limited and non-exclusive license rights.
CBC further represent and warrants that:
a) The Content will not infringe on the rights of any person, including without limitation, any copyright, trademark rights, or right to privacy, and
b) The Content will comply with CBC’s Journalistic Standards and Practices, available at www.cbc.radio-canada.ca/en/reporting-to-canadians/acts-and-policies/programming/journalism or which may be obtained upon request.
The informational content (the “Content”) provided is the property of third parties who hold rights, including intellectual property rights, in the content (the “Content Owners”). Client agrees that it shall not sell, redistribute, share or in any way give access to the Content to a third party.
The Client shall only broadcast the Content on digital screens that are part of a closed-circuit digital signage network. Any other use on any other medium such as the Internet, mobile device, giant screen or outer panel is not allowed.
Client shall not use or authorize the use of the Content in any way which may compromise the integrity of the Content with respect to copyrights and intellectual property.
In the event that, for any reason, Licensee and/or Content Owners no longer hold the licenses required to provide the Content to the Client for the use provided for in the agreement, Licensee shall be entitled to terminate the agreement by providing a written notice to that effect to the Client, without any liability to the Client from Licensee or Content Owners, provided that Licensee shall provide the Client with a thirty (30) days’ prior written notice where possible.
3. Exclusion of Warranties:
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED FOR IN THE AGREEMENT, THE CONTENT OWNERS MAKE NO REPRESENTATIONS OR WARRANTIES, AND ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE IS HEREBY EXPRESSLY EXCLUDED.
Licensee and the Content Owners shall not be liable to the Client or third parties for any complaint or claim related to or concerning any loss or damage suffered by the Client as a result of an interruption of service due to a mechanical failure, a force majeure event or any other circumstances beyond their control. Force majeure events are the result of unpredictable, irresistible and external events and are those generally accepted by the courts. By way of examples, are considered force majeure events: (a) natural events such as lightning, fire, flood, earthquake; (b) events of war, riots, attacks; (c) labor disputes, such as strike and lockout; and (d) the order of public authority to suspend all or part of the commitments under this Agreement under the conditions laid down by the legislation and regulations in force.
Notwithstanding the foregoing, if a party cannot fulfill its obligations for more than sixty (60) consecutive days and unless the parties agree otherwise in writing, the other party shall be entitled to terminate the agreement and the termination shall take effect thirty (30) days after receipt by the other party of a written notice to that effect.
The Client agrees to indemnify the Content Owners, their officers, directors, employees and representatives and to release them from any liability for damages arising from (1) the use of the Content by the Client or any other activity of the Client, including the infringement of the intellectual property rights of a third party; (2) any misrepresentation or breach of any representation or warranty given by the Client and contained herein; or (3) any breach of an undertaking or obligation to be performed by the Client hereunder or relating thereto.
5. Effects of Expiration or Termination:
Following the expiration or termination of the agreement, for whatever reason, the Client undertakes to immediately:
· Delete or destroy any Content stored or otherwise in its possession, custody or control;
· Pay all monthly service fees accrued under the agreement.