These Terms and Conditions of Service apply to Sports and Events Services (“S&E Services” or “Services”) ordered by and/or provided to you, the Customer, from iKO Media Group AG. (“iKO”) (each a “Party”), pursuant to a valid and binding Service Order. By signing the S&E Service Order and/or receiving the Services from iKO you agree to be bound by these Terms and Conditions.
Provision of the Services
- Customer shall be responsible at its own cost to bring its signal to the demarcation point defined in the Sports and Events Service Order Form.\
- Customer represents that it is a Customer represents and warrants that it is a corporation duly registered and has full authority to enter into a service order or agreement regarding receipt of the Services. Customer represents and warrants that it holds a broadcast license issued by a competent governmental authority authorizing Customer to obtain the Services hereunder.
- Customer shall not use the Services in any manner or for any purpose, which constitutes a violation of the laws of any jurisdiction in which the Services are being provided. Customer is solely responsible to obtain all licenses and permits required in order to use the Services in any applicable jurisdiction.
- Customer accepts that iKO is free to determine at its sole discretion the method by which it will provide the Services. Without prejudice to the generality of the foregoing, Customer accepts that in connection with the performance of the Services iKO has the right to amend any technical configuration at any time. it is agreed that the Services may be relocated to an alternative satellite, in the event that the satellites organization replaces the satellite utilized in connection with the provision of the Services with the alternative satellite.
Booking and Cancellation Policies
- Pencil bookings are accepted on a no-obligation basis. However, if another customer makes a firm offer for dates covered by a pencil booking, Customer shall be given 24 hours’ notice to either confirm or release the booking. Pencil bookings must be confirmed by 24 hours prior to the scheduled broadcast or will be subject to immediate release. All bookings must be for a minimum of ten minutes of feed time. iKO reserves the right not to confirm an order in the event that Customer has outstanding payments due for previous services.
- Cancellation Policy – for cancellation or reduction of a firm booking of turnaround only service (capacity not provided by iKO): Cancellation up to 7 days prior to the event – no cancellation charge. From 7 days to 48 hours prior to the event, 50% cancellation charge. Within 48 hours of the event, 100% cancellation charge. For cancellation or reduction at any time of a firm booking that includes purchase of capacity and/or fiber, a 100% cancellation charge will apply.
All space segments are on a first come/first serve basis and are subject to availability, and therefore may not be available when Customer places an order.
Pricing and Billing
- In consideration of the provision of Services by iKO, Customer shall pay iKO the consideration as set forth in the relevant Service Order (“Consideration Due”).
- iKO shall submit an invoice to Customer for the Consideration Due at the beginning of the month for services provided in the previous month, to be paid within thirty days of date of invoice.
- iKO shall charge Customer for the higher between the confirmed booking time and the actual use time by Customer. For removal of doubt this provision does not permit Customer to continue using the Services beyond the time period designated in iKO’s Customer confirmation or any confirmed modifications thereof.
- In no event shall iKO be liable for any amounts which Customer is unable to collect for usage from its customers, end users or others, and such inability shall not affect the Consideration Due.
- All pricing and charges are exclusive of all applicable taxes, including value-added tax, sales tax, and duties or levies imposed by any authority, government or government agency, all of which shall be paid by Customer.
- All amounts due hereunder to iKO by Customer that are not paid when due shall accrue interest at a rate of two percent (2%) per month, compounded on a monthly basis until paid in full.
- iKO shall be entitled to interrupt the Services and/or terminate the Service Order, at iKO’s discretion, without liability to Customer, immediately upon notifying Customer, in the following events:
- If Customer is in breach of any of its obligations and warranties, including, without limitation, Customer’s payment obligations. Prior to any such interruption and/or termination, iKO will notify Customer and will provide Customer with three (3) days to take corrective action.
- If Customer becomes insolvent or ceases paying its debts generally, as they mature and/or if bankruptcy proceedings, or similar proceedings under bankruptcy laws, are initiated by or against Customer and/or a receiver or trustee is appointed over the business and/or property of Customer.
Limitation of Liability
- Customer acknowledges that iKO has no control over how a foreign administration or third party carrier establishes its own rules and conditions pertaining to international telecommunications services. Accordingly Customer agrees that iKO shall not be liable for any loss or damages sustained by Customer, its interconnecting carriers or its end users due to any failure in or breakdown of the communications facilities associated with providing the Services not operated or controlled by iKO.
- IN NO EVENT SHALL iKO BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, SPECIAL OR INDIRECT LOSSES OR DAMAGES, HOWSOEVER ARISING, WHETHER UNDER CONTRACT, TORT OR OTHERWISE, INCLUDING WITHOUT LIMITATION THIRD PARTY CLAIMS, LOSS OF CUSTOMERS, OR DAMAGE TO REPUTATION OR GOODWILL; NOR SHALL iKO BE LIABILE FOR ANY LOSS OF PROFITS OR REVENUES.
- iKO shall have the right to terminate the Service Order without liability to Customer on account of such termination, at any time, in the event that iKO received a request to terminate the Services from the satellite service provider, other carrier and/or any regulatory or governmental authority.
- Weather protocol/contingency services, if provided, are provided on a reasonable efforts basis only, and iKO shall have no liability to Customer or any third party for any failure/error in connection with such services and/or for any reliance of Customer or any other party on such services.
- In case of transmission failure only, where all or part of any transmission fails, and provided that Customer promptly notifies iKO in writing of such failure, iKO shall credit Customer the pro-rata portion of the fees for the period of failure. Such credit shall not apply where the failure is due to an act or omission of Customer or due to an event of Force Majeure. The foregoing shall be the sole remedy of Customer in the event of transmission failure.
- IN ANY EVENT AND WITHOUT DEROGATING FROM THE FOREGOING, iKO’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SERVICE ORDER AND THE SERVICES THEREUNDER SHALL NOT EXCEED THE LESSER OF (1) THE TOTAL FEES ACTUALLY PAID BY THE CUSTOMER FOR THE SERVICES OR (2) THE FEES PAID BY CUSTOMER DURING THE ONE MONTH PRECEDING THE EVENT FOR WHICH SUCH LIABILITY WAS INCURRED.
Program Content Responsibility
- The full responsibility for all program content supplied by the Customer to iKO for transmission (“Content”) rests with the Customer. Customer represents that it holds the necessary rights in and/or has a valid license to use and distribute the Content.
- iKO may have access to the Content to verify the successful transmission of the signal and iKO shall use its best endeavors to ensure that its access to the Content under this Section does not interfere with access to the Content by Customer’s customers.
- Customer guarantees to iKO that its Content will not breach or infringe upon: (i) any act or regulation of the State of Israel and/or any jurisdiction to which Content is transmitted to, including, without limitation, such laws pertaining to copyright and/or other intellectual property or other proprietary rights, slander, defamation or obscenity; (ii) any guideline for television or video program content or distribution issued by any competent authority in any jurisdiction in which the Content is transmitted to; or (iii) rules relating to content issued by the satellite service provider or other telecommunications carrier.
- Customer will indemnify iKO, including its shareholders, directors, officers and employees, and keep it harmless from and against any Proceedings brought against iKO, its shareholders, directors, officers and/or employees by any government authority or any third party, including but not limited to any IP infringement, which arises from the Content and/or Customer’s breach of the Service Order and/or these Terms and Conditions and/or Customer’s negligence or wilful misconduct.
- For these Terms and Conditions the term “Proceedings” includes all actions, prosecutions, demands and/or claims for damages or imposition of a fine or other penalty against iKO.
The Service Order is personal to the iKO and the Customer and may not be assigned or transferred by either Party without the prior written consent of the other Party, except that iKO may at any time assign the Service Order without the consent of the Customer to any affiliated entity iKO or in connection with the acquisition of iKO or its business and/or a merger of iKO with the assignee.
No failure or omission by iKO to carry out or observe any of the terms and conditions of the Service Order or these Terms and Conditions shall give rise to any claim against iKO or be deemed a breach of the Service Order if such failure or omission arises from any cause beyond the reasonable control of iKO, including without limitation natural catastrophes such as fire, flood or earthquakes; meteorological or astronomical disturbances; satellite failure or malfunction; national telecommunications failures; severe adverse weather; act of government; acts of war or terrorism; general strikes, lockouts or work stoppages; or any other acts of God.
The Parties shall maintain the confidentiality of all information or data of any nature provided by one Party to the other, and shall not disclose it to any third party, except to their employees who have a need to know for the purpose of performing their obligations under the Service Order or these Terms and Conditions. The above obligation shall not apply to information which: (i) at the time of disclosure was generally available to the public, or becomes thereafter generally available to the public through no fault of the receiving party; (ii) was prior to its disclosure in the possession of the receiving party, as evidenced in its written records; (iii) is received from a third party who is not under confidentiality obligations towards the disclosing party, as evidenced by written records; or (iv) either Party is obligated to disclose pursuant to a court order and/or requirement of any administrative agency or governmental body, provided that the receiving party shall notify the disclosing party in writing prior to making such disclosure.
Subject to the confidentiality obligations of the Parties, the Parties agree that iKO shall be entitled to issue one or more press releases disclosing the relationship entered into hereby and announcing the provision of services by iKO. iKO may refer to the Customer in its public filings and/or marketing materials (including website) as a customer as well as using the Customer’s logos and trademarks for said purposes.
Governing Law and Jurisdiction
The Service Order and these Terms and Conditions shall be governed by the laws of England & Wales and the competent courts of London, shall have sole jurisdiction over any conflict and/or dispute arising out of, or in connection to the Service Order and these Terms and Conditions.
Entire Agreement: Changes
These Terms and Conditions, together with the Service Order, constitute the entire agreement between the parties with respect to the subject matter of the Service Order and supersede any prior or contemporaneous oral or written agreement, understanding or warranty of the Parties. In case of any contradiction between these Terms and Conditions and the Service Order, the terms of the Service Order shall prevail. iKO may amend these Terms and Conditions from time to time and the amended Terms and Conditions will appear on iKO’s website at https://www.ikomg.com.