Third Party Material Addendum

Last Updated: 08/11/2017

Third Party Material Addendum

 

This Third Party Material Addendum (this "Addendum") by and between the person or entity named on the Order Form as the “Customer” and Sportradar (“Company”), is hereby incorporated into and made part of the Master Terms and Conditions entered into between the Parties.  For purposes hereof, this Addendum, the Order Form and the Master Terms and Conditions shall be referred to herein collectively as the (“Agreement”).

In the event of a conflict between the terms of the Master Terms and Conditions and/or Order Form and the terms of this Addendum, the terms of this Addendum shall control.  All other terms, covenants and conditions set forth in the Master Terms and Conditions shall be and remain in full force and effect.  Capitalized terms used in this Addendum which are not otherwise defined herein shall have the meaning set forth in the Master Terms and Conditions or the Order Form (as applicable). 

 

1.     Third Party Material

 

1.1  Third Party Material is licensed for one time editorial use from the applicable third party provider (“Third Party Provider”). Use is restricted to editorial inclusion in Customer’s own products or those it sells in its ordinary course of business, and not for resale, trade, packaging, promotion, standalone use or advertising. Additional use requires additional payment pursuant to a separate agreement with the Third Party Provider.

 

2.      Additional Terms

 

2.1  The following additional terms shall apply as follows:

 

a)        Third Party Material and/or any person portrayed within such Third Party Material shall not be;

i.       portrayed in a pornographic, defamatory, deceptive, obscene or illegal context or in a manner that could be considered libelous.

ii.       used in a manner that infringes upon any third party’s trademark or other intellectual property rights or would give rise to a claim of deceptive advertising or unfair competition.

iii.       used as a trademark, service mark, logo, or other indication of origin, or as part thereof.

iv.       falsely represented, expressly or impliedly, in a manner that portrays the Third Party Material as created or owned by Customer or any person other than the copyright holder of the Third Party Material.

v.       altered or manipulated, except for, related to images, normal image enhancements or cropping.

vi.       used in a sensitive manner without a disclaimer.

vii.       used in connection with "on demand" products (e.g., products in which a licensed image is selected by a third party for customization of such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, calendars, posters, screensavers or wallpapers on mobile telephones, or similar items.

viii.       used in electronic or digital templates intended for resale or other distribution (for example, website templates, business card templates, electronic greeting card templates, and brochure design templates).

b)        Customer acknowledges that it will comply with any applicable laws which may protect the privacy and the publicity rights of individuals with respect to the use of their name, portrait or image. Customer is responsible for obtaining at its own cost any necessary rights clearances from third parties relating to the Third Party Material prior to publishing, including (by way of example only) clearance from people whose images appear in the Third Party Material and/or clearances in respect of buildings, works of art, public monuments and/or other inanimate objects which appear in the Third Party Material and which may be protected by copyright or privacy rights. Third Party Provider and Company accept no responsibility for obtaining and/or assisting Customer in obtaining clearance of any of these third party rights.

c)        Customer shall promptly inform Company about any unauthorized use that Customer becomes aware of in relation to Third Party Material.

d)        Customer shall protect all Third Party Material within its systems from unauthorized copying and Third Party Material shall be protected at no less than the level of protection given to similar content or Customer’s own content.

e)        Customer agrees and acknowledges that their terms and conditions contain all applicable obligations and restrictions herein, including but not limited to;

i.    Third Party Material is subject to intellectual property rights of Third Party Providers and Customer or any other third party will not acquire any intellectual property rights or similar rights in the Third Party Material.

ii.    End users are permitted to make non-commercial use of Third Party Material only and are prohibited from using data mining, robots or similar gathering or extraction methods.

f)          Third Party Provider and Company will have the right to obtain appropriate corrections, embargoes, ‘kills’ and other remedies directly from Customer. Customer shall observe any conditions passed along from the Third Party Provider regarding use, access, storage or display of the Third Party Material, including complying with any court ruling or ruling a competent authority may impose. Should a Customer violate this Agreement in relation to Third Party Material or violate any requirements or agreements between Customer and Third Party Provider, Third Party Provider and its affiliates will have the right to have Customer’s access to Third Party Material terminated without notice.   

g)        Although Third Party Provider makes every effort to ensure the accuracy and reliability of Third Party Material, Customer acknowledges that Third Party Provider is not liable for any loss, cost or damage arising out of any misuse, inaccuracies, errors or omissions in the information contained in the Third Party Material or related services. Customer agrees that Third Party Material is provided to Customer without any warranties of any kind, either express or implied, including, but not limited to, warranties as to merchantability, satisfactory quality or fitness for a particular purpose except for any warranties which are incapable of exclusion, restriction or modification under law.

h)        Customer agrees to indemnify the applicable Third Party Provider, its subsidiaries, affiliates, employees, agents, and licensors from any and all loss and damage (including, without limitation, all legal and other professional fees) incurred by them or any of them in relation to any claim brought by any third party or any Third Party Material which is caused by Customer being in breach of this agreement or acting in a manner inconsistent with any of the warranties, representations or acknowledgements made by the Customer.

i)          Customer acknowledges and agrees that within 12 months of receipt of the Third Party Material or upon the expiration or termination of this agreement, Customer will use commercially reasonable efforts to remove Third Party Material from its website, application, or other products and from any database or storage system.  

j)          Third Party Provider and its affiliates are third party beneficiaries of this Addendum, with the right to enforce its terms directly.

k)         Third Party Provider retains the full copyright and ownership of its websites and systems, and where applicable, certain images are copyright by the photographer. The appropriate credit line must accompany Third Party Material as indicated in the caption.

l)          Customer shall not remove or conceal any copyright, trademark or other proprietary notice incorporated in the Third Party Material and will properly credit any Third Party Material which it publishes. Customers who license Third Party Material shall display the following copyright notice, updated each year, along with the Third Party Provider graphic logo, on each item of Third Party Material used verbatim or substantially verbatim on the Properties;

Copyright 2017* [Third Party Provider – insert name]. All rights reserved. This material may not be published, broadcast, rewritten, or redistributed.

m)       Subject to any technical or space limitations, Customers who license Third Party Material shall display the following credit or attribution for each item or portions of Third Party Material used on the Properties;

By way of an example only;

Text: (AP)  or “ by  The  Associated  Press”  and  the  writer’s  byline  and  visual representation of “AP” logo.

Photos: Include the credit listed in the caption provided for the particular image.

Other Content: Identify the source of the Content, as the same is listed in the metadata accompanying the Content.