These Terms were last updated on 27 July 2022 and supersede any previous terms and conditions
WHEREAS, Licensor is the organizer of MWC Las Vegas 2022, (“MWC Las Vegas”);
WHEREAS, Licensor broadcasts the MWC keynote speeches, panel discussions, one-on- one interviews and other content (“MWC Las Vegas Content”);
WHEREAS, Licensor has offered to license the right to rebroadcast the MWC Las Vegas Content from the 2022 MWC Las Vegas (the “Licensed Content”) and Licensee wishes to rebroadcast the Licensed Content in which it appears;
WHEREAS, Licensor is willing to license the Licensed Content to Licensee, subject to all terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.1 "Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise/ownership of more than fifty percent (50%) of the voting securities of a Person.
1.2 "Content Item" means each discrete video session that is included in the Licensed Content.
1.3 "Effective Date" has the meaning set forth in the preamble.
1.4 "End User" means each natural person that is given access to Licensed Content by the Licensee.
1.5 "Mark" means any trademark, trade name, service mark, design, logo, domain name or other indicator of the source or origin of any product or service.
1.6 "Permitted Purpose" is to highlight Licensee’s role in the MWC Las Vegas.
1.7 "Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association or other entity.
2. Delivery of Licensed Content.
2.1 Licensor shall make the Licensed Content available for download after the completion of the relevant sessions at MWC Barcelona.
3. License Grants.
3.2 Content License Restrictions. The license granted in Clause 3.1 is subject to the following:
(a) Licensee shall not make the Licensed Content available, or otherwise use the Licensed Content, except as expressly licensed pursuant to Clause 3.1.
(b) The Licensed Content must be displayed with the “MWC Las Vegas” logo in accordance with the Licensor’s instructions.
(c) Any edits or alterations of the Licensed Content must be done in a fair and balanced way without fundamentally changing the message of the speaker, should the GSMA, in our sole discretion, determine any such altered Licensed Content to be edited in an unacceptable manner we shall have the right to require the Licensee to remove or revise the Licensed Content as promptly as reasonably possible.
(d) If Licensor instructs Licensee to delete or make inaccessible any particular Content Item because is or could be subject to a third-party claim or for any other good faith reason, Licensee shall comply with such instruction as promptly as reasonably possible.
4 Trademark License.
4.1 Licensor grants to Licensee a limited a royalty free, non-exclusive, non-transferable and non- sub licensable royalty-free license anywhere in the globe during the Term to those of Licensor's Marks designated by Licensor from time to time to:
(a) display such Marks with the Licensed Content to provide source attribution; and
4.2 Licensee shall use the Marks solely in accordance with Licensor's trademark usage guidelines and quality control standards provided to Licensee as the same may be updated from time to time by Licensor. If Licensor notifies Licensee that any use does not so comply, Licensee shall immediately remedy to the satisfaction of Licensor or terminate such use. Licensee shall not
use, register or attempt to register in any jurisdiction any Mark that is confusingly similar to or incorporates any of the Licensor's Marks. All uses of the Licensor's Marks, and all goodwill associated therewith, shall inure solely to the benefit of Licensor.
5. Licensee Obligations.
(a) Licensee shall not imply, directly or indirectly, including by displaying the Licensed Content together with content provided by Licensee or third parties, that Licensor provides, endorses, sponsors, certifies or approves of other content displayed by Licensee or any products or services advertised in or near the Licensor's Content. Licensee shall present the Licensed Content and Licensor's Marks in such manner as to avoid any likelihood of confusion as to the source of the Licensed Content and such other materials.
(b) Licensee shall take down each Content Item immediately upon the expiration or earlier termination of the Term.
5.2 Required Notices. Licensee shall display with each Content Item the appropriate copyright and trademark notices and any other source attribution required by Licensor.
6. Term and Termination.
(i) becomes insolvent or admits its inability to pay its debts generally as they become due;
(ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing;
(iii) is dissolved or liquidated or takes any corporate action for such purpose;
(iv) makes a general assignment for the benefit of creditors; or
(v) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business;
7. Representations and Warranties.
7.1 Mutual Representations and Warranties. Each party represents and warrants to the other party that:
(a) it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization or chartering;
8.1 EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT,
(A) EACH PARTY HEREBY DISCLAIMS ANY WARRANTY, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, UNDER THIS AGREEMENT; AND
(B) LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
9. Limitations of Liability.
9.1 No Consequential or Indirect Damages. LICENSOR WILL NOT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL OR EXEMPLARY DAMAGES OR PENALTIES, INCLUDING WITHOUT LIMITATION, LOSSES OF BUSINESS, REVENUE OR ANTICIPATED PROFITS, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Cap on Monetary Damages. LICENSOR'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO LICENSOR UNDER THIS AGREEMENT.
exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.
11.10 Variation. The Licensor may, at its sole discretion, vary this Agreement from time to time in each case by giving at least thirty (30) days’ written notice to the Licensee. Any variations to this Agreement pursuant to this clause shall only become binding after the notice perio