The Media Pool Limited-Terms & Conditions for the Supply of Content
This page tells you information about The Media Pool Limited (TMPL) and the legal terms and conditions (Terms) on which TMPL licenses the intellectual property listed on our Site (Content).
These Terms will apply to any contract between us (Agreement) for the use of Content. Please read these Terms carefully and make sure that you understand them, before ordering any Content from our sites. Please note that by ordering any of our Content, you agree to be bound by these Terms and other documents expressly referred to in it.
Please click on the button marked "I Accept" at the end of these Terms if you accept them. If you refuse to accept these Terms, you will not be able to order any Content from our site.
You should print a copy of these Terms for future reference.
TMPL amends these Terms from time to time as set out in clause 8. Every time you wish to order Content, please check these Terms to ensure you understand the terms which will apply at that time.
These Terms and any Agreement between us are only in the English language.
- Information about us
- We operate the websites www.themediapool.tv www.mediapool.ie and www.themediapool.ie (collectively the Site). We are The Media Pool Limited, a company registered in Ireland under company number 517475 and with our registered office and main trading address at 53 Dawson Street, Dublin 2 Ireland.
- To contact us, please see our Contact Us page [INSERT HYPERLINK].
- Definitions and interpretation
- The definitions and rules of interpretation in this clause apply in this Agreement.
Content: all intellectual property in electronic form including audio and audio visual recordings, text, information, data, software, executable code and images accessible from a website by means of downloading or streaming.
Content Delivery Network: a distributed system of servers operated by data centres for the purpose of delivering live streamed Content to users.
Customer: visitor to the Site who has registered with TMPL and has been accepted by TMPL in accordance with the terms of Clause 13
Derivative Work: work generated (or developed following the date of this Agreement) by the Licensee which is based on or uses TMPL Content.
Digital Rights Management (DRM): a system that involves the encryption of Content that is made available or otherwise distributed to the public so that such Content cannot be used other than in accordance with the rules terms and or conditions stipulated by the owner of the Content including rules terms and conditions as to payment for use where the Content owner requires payment.
Download: the transfer of Content from a computer or server to a remote computer or server for the purpose of such Content being copied on to the hard drive of such remote computer or server.
Editing Tools: software made available on the Site for the purpose of enabling Customers wishing to download Paid TMPL Content to choose to download the whole of the Paid TMPL Content or parts thereof
End User: the Licensee
Group: means a company and any subsidiaries of that Company
Intellectual Property: patents, inventions, copyright, trade marks, business names and domain names, designs, computer software, databases and all other intellectual property of any and every description whether registered or unregistered.
Intellectual Property Rights: rights in and in relation to Intellectual Property including moral rights, rights in get-up, goodwill and the right to sue for passing off, rights to use and protect confidential information (including know-how) and all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Licence: a non-exclusive licence for the Permitted Use of Paid TMPL Content by the Licensed Media in the Territory.
Licence Fee: the fee specified by TMPL on the Site as payable for the grant of a Licence.
Licensed Media: the radio and/or television stations which the Licensee is authorised to operate in the Territory.
Licensee: Customer downloading or streaming Paid TMPL Content from the Site under Licence for use by the Licensed Media.
Paid TMPL Content: TMPL Content for which the Licensee has paid TMPL the Licence Fee specified on the Site.
Permitted Use: Use specified in Clause 5.2 below
Prepaid Credit: the amount of money paid by a Customer to TMPL and held by TMPL from time to time to the credit of that Customer for the purpose of enabling the Customer to pay Licence Fees for TMPL Content
Registration: the registration of a person as a Customer following receipt by TPML of a Registration Form.
Registration Form: a form to be completed by any visitor to the Site that wishes to view TMPL Content or to be granted a Licence to use TMPL Content.
Reserved Rights: all rights in or in relation to the TMPL Content that are not expressly granted to Licensee under this Agreement.
Social Media Site: a website set up for the purposes of establishing a social network or a Content community in which visitors to the website can upload Content onto the website and access download and or stream Content from the website on a free of charge basis including sites such as “Facebook” “You Tube” and “Vimeo”
Stream: a transfer of Content from a computer or server to a remote computer or server other than by way of a Download for the purpose of the transferee listening to and or viewing such Content without making a copy thereof.
Territory: the country in which the Licensee has its registered office or is resident.
TMPL Content: Content identified by number and description on the Site that relates to a specific event and which TMPL has made available for the granting of Licences to Customers.
- Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
- A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
- A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.
- Unless the context otherwise requires, words in the singular shall include the plural and vice versa.
- Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
- A reference to any party includes that party's personal representatives, successors or permitted assigns.
- A reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time taking account of any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts
- Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative, and shall not limit the sense of the words preceding those terms. Where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.
- Any obligation in this agreement not to do something includes an undertaking not to allow that thing to be done.
- TMPL CONTENT
- Customers may view the TMPL Content that is available for licensing on the Site. TMPL Content that is uploaded by TMPL onto the Site for viewing purposes may be watermarked or encrypted and may not be used by a Customer until a Licence has been granted by TMPL for such use.
- Whilst TMPL has made every effort to accurately describe the TMPL Content and the event that has been filmed or recorded and to give an indication of its duration TPML does not take any responsibility for the same and the Customer accepts that it shall be the responsibility of the Customer to ensure that the TMPL Content is in all respects suitable for the Customer’s purposes including for broadcast by the Licensed Media.
- TMPL may at its discretion make available on the Site editing tools to enable Customers to edit TMPL Content that they wish to license. Customers acknowledge that the editing tools and the use thereof shall be at the Customer’s risk and TMPL shall bear no responsibility for such use. If Customers are not sure of whether editing tools are suitable for their purposes TMPL Content should be edited by the Customer offline once a Licence has been acquired to use it.
- All TMPL Content made available on the Site and licensed to Licensees hereunder is unedited footage of events that TMPL has chosen to record and/or film. TMPL has not obtained the consent of any person filmed or recorded in the TMPL Content to use such filmed or recorded material in any broadcast media or for any other use contemplated by this Agreement.
- The Licensee shall be solely responsible for obtaining all and any clearances that may be necessary to exploit TMPL Content and hereby indemnifies and holds TMPL harmless in respect of any losses costs damages or actions that TMPL may suffer as a result of the failure on the part of the Licensee to obtain the consent of any person.
- GRANT OF RIGHTS
- In consideration of the payment to TMPL of the Licence Fee for TMPL Content (and conditional thereon) TMPL grants to the Licensee the non-exclusive right and Licence to use such TMPL Content in the manner and to the extent set out in Clause 5.2 below
- Licensee shall have the following rights in relation to Paid TMPL Content
5.2.1 In respect of Paid TMPL Content that has been downloaded from the Site the right to reproduce, edit and broadcast the Paid Content (either alone or in conjunction with other material) through the Licensed Media in the Territory and the right to include the Paid TMPL Content in the Licensee’s website for the purpose of such Paid TMPL Content being viewed as a Stream.
5.2.2 In respect of Paid TMPL Content that has been streamed from the Site the right to incorporate the Stream in and as part of the Licensee’s broadcasts through the Licensed Media in the Territory and the right to include the Paid TMPL Content in the Licensee’s website for the purpose of such Paid TMPL Content being viewed as a Stream. Where Paid TMPL Content is being streamed using the services of a Content Delivery Network then the Licensee shall be responsible for and pay for any charges made by that Content Delivery Network.
5.2.3 Where a Derivate Work is created by the Licensee by editing Paid TMPL Content and/or using Paid TMPL Content with other material and Content then such Derivative Work shall be used by the Licensee in accordance with and subject to the terms and conditions of this Agreement.
- RESERVATION OF RIGHTS AND RESTRICTIONS
- All Reserved Rights shall remain with TMPL.
- Licensee shall not assign or sub-licence any of the rights granted to the Licensee hereunder to any third party. For the purposes hereof third party shall mean any legal entity that is not a party to this Agreement. For the sake of clarification a Licensee which is part of a Group may not sub-license or assign a Licence granted hereunder to another company within that Group without the consent in writing of TMPL.
- Licensee shall not cause or permit any TMPL Content to be uploaded onto any Social Media Site whatsoever regardless of whether such TMPL Content is Paid TMPL Content licensed to the Licensee hereunder.
- Licensee shall not cause or permit any TMPL Content to be uploaded on to any website that permits third parties to access content under the terms of any Creative Commons or similar licence and the Licensee shall only be permitted to upload Paid TMPL Content on to the Licensee’s own website on the basis that such website shall not permit the use of the Paid TMPL Content by others except by way of streaming and the Licensee shall apply such DRM technology to the Paid TMPL Content as may be necessary for such purpose.
- INTELLECTUAL PROPERTY RIGHTS
- All Intellectual Property and Intellectual Property Rights in TMPL Content and Paid TMPL Content shall as between TMPL and the Licensee belong to and remain with TMPL absolutely in any and every jurisdiction for the full period of such rights.
- Licensee shall do nothing to derogate from or be inconsistent with TMPL’s ownership of the Intellectual Property and Intellectual Property Rights.
- Our right to vary these terms
- TMPL may revise these Terms from time to time in TMPL’s discretion including revisions to take account of:
- changes in how we accept payments from Customers;
- changes in relevant laws and regulatory requirements; and
- restrictions relating the use of TMPL Content that may be imposed on us.
- Every time you license TMPL Content from us, the Terms in force at that time will apply to the Agreement between you and TMPL and Customers should make sure that they read the Terms on each such occasion.
- Licence fee
- The Licence Fee for each clip comprising TMPL Content and for TMPL Content that is streamed live will be displayed on the Site with the description of the TMPL Content.
- The Licensee shall pay the Licence Fee for the TMPL Content in the manner specified in clause 10 before the TMPL Content may be downloaded streamed and or used in any way.
- The Licence Fee includes VAT (where applicable) at the applicable rate chargeable in Ireland at the time that the Licence is taken out.
- In the event that any TMPL Content is made available as part of any promotion on a free of charge basis such content when downloaded or streamed by a Customer shall for the purposes of this Agreement be treated as Paid TMPL Content licensed to the Customer and all of the terms and conditions of this Agreement including but not limited to the terms of Clause 14.2 shall apply to the Customer as Licensee of such Paid TMPL Content.
- How to pay
- Licence Fees for TMPL Content may be paid either by credit card, debit card or by means of utilising Prepaid Credits as provided for in clause 10.2 below. TMPL shall consider on a case by case basis other terms and means of payment including payment following receipt of invoice.
- Licence Fees may be paid by using Prepaid Credits issued to a Customer. The Site shall show the number of units that will be required to be debited to the Customer’s account for each clip of TMPL Content
- warranty and representations
- All TMPL Content is available for viewing by Customers prior to the granting of a Licence and the payment of a Licence Fee and TMPL gives no warranty and makes no representations to Customers and Licensees as to the quality of any TMPL Content or its suitability for any of the Permitted Uses.
- TMPL gives no warranty and makes no representations to Customers and or Licensees that TMPL Content has been cleared for any Permitted Use or that consents have been granted by persons appearing in the TMPL Content who may have rights of privacy or other rights under any statute or regulation in any jurisdiction.
- The Licensee warrants undertakes and guarantees that in creating any Derivative Work from Paid TMPL Content it will not infringe the moral rights, rights to privacy or any other rights of any person featured in such Derivate Work and or Paid TMPL Content and will not violate any other law or right in the Territory or elsewhere and that any Derivative Work featuring Paid TMPL Content shall only be used for the Permitted Use by the End User in the Territory.
- Any representation, condition or warranty on the part of TMPL which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law.
- The Licensee shall notify TMPL in writing in the event that the Licensee becomes aware of any misuse of TMPL Content or any Derivative Work
- TMPL’s liability
- TMPL shall not be liable to any Licensee, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement for:
- any loss of profits, sales, business, or revenue;
- loss or corruption of data, information or software;
- loss of business opportunity;
- loss of anticipated savings;
- loss of goodwill; or
- any indirect or consequential loss.
- TMPL’s total liability to a Licensee in respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount of the Licence Fee paid to TMPL.
- Any visitor to the Site wishing to view TMPL Content that is available for licensing and or be granted a Licence to TMPL Content (applicant) must first register with TMPL by completing a Registration Form which shall be available at the Site.
- The Registration Form shall contain details of the applicant including its full business name and style, company address, company registered number, the address of the website of the applicant, the names of the radio or television stations operated by the applicant and the e-mail address and contact details of the person who will be authorised to enter into Licence Agreements with TMPL on behalf of the applicant.
- Following receipt of a Registration Form TMPL shall decide in TMPL’s absolute discretion whether to register the applicant as a Customer. In the event that the applicant’s application is accepted TMPL shall notify the applicant and provide the applicant with a user name and password to log onto the Site as a Customer.
- term of licence and termination
- Licences granted to a Licensee hereunder shall be for an indefinite period subject to termination by TMPL as provided for hereinafter.
- TMPL shall have the right to terminate any Licence granted for the use of Paid TMPL Content and any Derivative Works created therefrom with immediate effect by notice in writing to the Licensee if
- The Licensee shall be in breach of any of the provisions of this Agreement
- The Licensee shall use TMPL Content or any Derivative Work in any manner which would breach any law in the Territory or that might give rise to a claim by a third party against the Licensee or TMPL, whether such claim is for defamation or for any other tortious act.
- The TMPL Content is no longer available for the Permitted Use.
- Events outside TMPL’s control
- TMPL will not be liable or responsible for any failure to perform, or delay in performance of, any of TMPL’s obligations under the Agreement that is caused by an Event Outside TMPL’s Control. An Event Outside TMPL’s Control is defined below in clause 15.2.
- An Event Outside TMPL’s Control means any act or event beyond TMPL’s reasonable control that prevents a Licensee from downloading or streaming Paid TMPL Content including but not limited to power outages, equipment failure, the interruption of internet services, insufficient bandwidth provided to the Customer by the Customer’s internet service provider insufficient storage capability in the Customer’s receiving device and/or software incompatabilty;
- To the extent that TMPL is aware of an Event Outside TMPL’s Control TMPL will contact Licensees as soon as reasonably possible; and
- TMPL’s obligations under the Agreement will be suspended and the time for performance of its obligations will be extended for the duration of the Event Outside TMPL’s Control.
- Communications between TMPL and customers
- If a Customer wishes to contact TMPL in writing for any reason, the Customer can send a communication to The Media Pool Limited at 53 Dawson Street, Dublin 2.
- If TMPL have to contact a Customer in writing, TMPL will do so by e-mail or by pre-paid post to the address that the Customer provided TMPL at the time of Registration.
- Please note that any notice given by TMPL to a Customer, or by a Customer to TMPL, will be deemed received and properly served immediately when posted on the Site, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
- Other important terms
- TMPL may transfer its rights and obligations under the Agreement to a third party but this will not affect your rights or our obligations under these Terms.
- The Licensee may only transfer the Licensee’s rights and obligations under these Terms to a third party if TMPL agrees in writing.
- This Agreement is between the Licensee and TMPL. No other person shall have any rights to enforce any of its terms
- Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
- If TMPL fails to insist that the Licensee performs any of the Licensee’s obligations under these Terms, or if TMPL does not enforce TMPL’s rights against the Licensee, or if TMPL delay in doing so, that will not mean that TMPL has waived its rights against the Licensee and will not mean that the Licensee does not have to comply with those obligations. If TMPL does waive a default by a Licensee, TMPL will only do so in writing, and that will not mean that TMPL will automatically waive any later default by the Licensee.
- These Terms are governed by Irish law. This means that an Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by Irish law. Both parties agree to the exclusive jurisdiction of the courts of the Republic of Ireland.
- These Terms constitute the entire agreement between TMPL and Customers regarding the licensing of TMPL Content. Customers acknowledge that they have not relied on any statement, promise or representation made or given by or on behalf of TMPL which is not set out in these Terms.