GSMA Events’ Content Rebroadcasting Terms of Use

(Last Updated: 23 November 2023)

These terms of use are entered into by and between you, your employees, agents, and contractors, and any other entity or person on whose behalf you accept these terms of use (“Licensee”) and GSMA (“Licensor“). The following terms and conditions (“Terms of Use“), govern the Licensee’s use of the applicable Event Content, as defined in these Terms of Use.

WHEREAS, Licensor hosts both the worldwide MWC events that take place in Barcelona, Shanghai, Las Vegas, and Kigali, and the growing M360 series of regionally focused events in cities within Eurasia, Latin America, Asia Pacific, the Middle East, and North Africa regions (collectively defined as the “Events” or individually defined as the “Event”).

WHEREAS, Licensor broadcasts the Event keynote speeches, panel discussions, one-on-one interviews and other content from the Event attended by the Licensee (“Event Content”);

WHEREAS, Licensor has offered to licence the right to rebroadcast the Event Content attended by the Licensee (the “Licensed Content”) and the Licensee wishes to rebroadcast the Licensed Content in which it appears;

WHEREAS, Licensor is willing to licence the Licensed Content to the Licensee, subject to  the Terms of Use 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 Definitions

For purposes of these Terms of Use, the following terms have the following meanings:

  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.
  2. Content Item” means each discrete video session that is included in the Licensed Content.
  3. Effective Date” means from when the Licensee tick’s the checkbox at the end of these Terms of Use.
  4. End User” means each natural person that is given access to Licensed Content by the Licensee.
  5. Mark(s)” means any trademark, trade name, service mark, design, logo, domain name or other indicator of the source or origin of any product or service.
  6. Permitted Purpose” is to highlight Licensee’s role in the Event.
  7. Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organisation, trust, association or other entity.

2 Acceptance of the Terms of Use and Delivery of Licenced Content

  1. By accepting these Terms of Use, the Licensor provides the Licenced Content to the Licensee.
  2. The Licensor shall make the Licensed Content available for download after the completion of the relevant sessions at the applicable Event.

3 Licence Grants

  1. Content Licence. Subject to Clause 3.2 and all other terms and conditions of this Terms of Use, Licensor grants to Licensee a royalty free, non-exclusive, non-transferable and non-sub- licensable licence, anywhere in the world, during the Term (as defined in Clause 6), to display, rebroadcast, transmit and edit (subject to Clause 3.2 (c)) the Licensed Content for the Permitted Purpose. The foregoing includes the right to permit End Users and any other Person (including Licensee’s Affiliates) to access and redistribute the Licensed Content in accordance with the Permitted Purpose. Licensee is not granted any right to, and shall not, permit any other use of the Licensed Content by End Users or by any other Person (including Licensee’s Affiliates).
  2. Content License Restrictions. The licence granted in Clause 3 is subject to the following:
  1. The Licensee shall not make the Licensed Content available, or otherwise use the Licensed Content, except as expressly licensed pursuant to Clause 3.
  2. The Licensed Content must be displayed with the applicable Event logo in accordance with the Licensor’s instructions.
  3. 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 Licensor, in it’s 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.
  4. If the 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.
  1. All uses of the Licensed Content that do not comply fully with the provisions of this Clause 3 shall for all purposes be deemed beyond the scope of the licence granted hereunder. Any violation of this Clause 3 by the Licensee shall be a material breach of these Terms of Use that is incapable of cure, and, in the event of any such violation, the Licensor may, in addition to and not in lieu of all other remedies, immediately terminate this Terms of Use as set forth in Clause 6.

4 Trademark Licence

  1. Licensor grants to Licensee a limited a royalty free, non-exclusive, non-transferable and non- sub licensable royalty-free licence anywhere in the globe during the Term to:
  1. display such Marks with the Licensed Content to provide source attribution; and
  2. comply with its express obligations under these Terms of Use.
  1. Licensee shall use the Marks solely in accordance with the Licensor’s trademark usage guidelines and quality control standards provided to the Licensee as the same may be updated from time to time by the Licensor. If the Licensor notifies the Licensee that any use does not so comply, the Licensee shall immediately remedy to the satisfaction of the Licensor or terminate such use. The 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.
  2. Reservation of Rights. Neither these Terms of Use nor the licenses granted hereunder convey any ownership right in any of the Licensed Content, Licensor’s Marks or other materials provided by or on behalf of the Licensor under these Terms of Use. Except for the express licenses granted in these Terms of Use, all right, title and interest in and to the Licensed Content and Licensor’s Marks are and will remain with the Licensor

5 Licensee Obligations

  1. Content Display. Throughout the Term, the Licensee shall have the right, but not the obligation, to use or rebroadcast the Licensed Content solely to the extent of and within the scope of the licence granted in these Terms of Use and otherwise in accordance with the following:
  1. Licensee shall not imply, directly or indirectly, including by displaying the Licensed Content together with content provided by the Licensee or third parties, that the Licensor provides, endorses, sponsors, certifies or approves of other content displayed by the Licensee or any products or services advertised in or near the Licensor’s Content. The Licensee shall present the Licensed Content and the 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.
  2. The Licensee shall take down each Content Item immediately upon the expiration or earlier termination of the Term.
  1. Required Notices. The Licensee shall display with each Content Item the appropriate copyright and trademark notices and any other source attribution required by the Licensor.

6 Term and Termination

  1. Term. The term of these Terms of Use commences as of the Effective Date and shall remain in force for one (1) year (“Term”).
  2. Termination. Thes Terms of Use may be terminated, if the other party materially breaches these Terms of Use, and such breach is incapable of cure or, if capable of cure, fails to cure such breach within 30 days after the breach has occurred.
  1. These Terms of Use shall terminate immediately if the other party:
  1. becomes insolvent or admits its inability to pay its debts generally as they become due;
  2. 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;
  3. is dissolved or liquidated or takes any corporate action for such purpose;
  4. makes a general assignment for the benefit of creditors; or
  5. 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;
  1. Effect of Expiration or Termination. Upon any expiration or termination of thes Terms of Use, all licences granted under these Terms of Use shall also terminate, and the Licensee shall immediately delete from its systems and servers all Licensed Content,an Content Item’s, Licensor’s Marks and any other materials provided by Licensor. Upon Licensor’s written request, Licensee shall promptly provide Licensor with written certification of such deletion. Any and all licence fees that have been paid by Licensee shall be retained by Licensor.

7 Representations and Warranties

  1. Mutual Representations and Warranties. Each party represents and warrants to the other party that:
  1. 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;
  2. it has the full right, power and authority to enter into these Terms of Use, to grant the rights and licences granted hereunder and to perform its obligations hereunder;
  3. the agreement to these Terms of Use by its representative whose details are provided on registration for the applicable Event; and
  4. when the Terms of Use are agreed by such representative, these Terms of Use will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

8 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT:

  1. EACH PARTY HEREBY DISCLAIMS ANY WARRANTY, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, UNDER THIS AGREEMENT; AND
  2. THE LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

9 Limitations of Liability

No Consequential or Indirect Damages. THE 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.

10 Miscellaneous

  1. Further Assurances. Upon a party’s reasonable request, the other Party shall, at its sole cost and expense, promptly execute and deliver all such further documents and instruments, and take all such further actions, necessary to give full effect to the terms of this Terms of Use.
  2. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Terms of Use shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
  3. Public Announcements. Neither party shall issue or release any announcement, statement, press release or other publicity or marketing materials relating to these Terms of Use or, unless expressly permitted under these Terms of Use, otherwise use the other party’s Marks, in each case, without the prior written consent of the other party.

11 Interpretation.

  1. Entire Agreement. These Terms of Use constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Terms of Use and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
  1. Assignment. These Terms of Use are personal to the Licensee. The Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under these Terms of Use, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the Licensor’s prior written consent,. Any purported assignment, delegation or transfer in violation of this Clause is void. The Licensor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under these Terms of Use without the Licensee’s consent. These Terms of Use are binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
  2. No Third-Party Beneficiaries. These Terms of Use are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of these Terms of Use.
  3. Severability. If any term or provision of these Terms of Use is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms of Use or invalidate or render unenforceable such term or provision in any other jurisdiction.
  4. Governing Law; Submission to Jurisdiction. These Terms of Use and all matters arising out of or relating to these Terms of Use, whether in contract, tort, by statute or otherwise, are governed by and construed in accordance with the laws of England without giving effect to the conflict of law provisions. The Licensee agrees to submit to the exclusive jurisdiction of the English courts.

Applicable to MWC Las Vegas Event only: These Terms of Use shall be governed by the laws of the state of Georgia in the United States, without giving effect to its choice of law principles. The Licensee agrees to submit to the exclusive jurisdiction of the courts of Fulton County, Georgia, USA. If the Licensee or Licensor commences litigation in connection with these Terms of Use, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other expenses.

  1. 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 period.