terms of submission
Last updated: May 2022
The following terms (“TERMS”) govern the submitter’s (“Licensor”) irrevocable grant to Superswiss Pte Ltd., its affiliates, assigns, licensees and successors (collectively “Superswiss”) of the licensed rights as defined below with respect to all or any part of the audiovisual work or works submitted by the Licensor to Superswiss, including without limitation all images, videos, music, sounds, intellectual property, identifiable characters and or individuals, statements, signages, or other trademarks and logos, and all other rights contained or depicted herein (collectively the “Program”). Your electronic submission of Program constitutes your agreement with Superswiss and you are legally bound by the terms herein.
RIGHTS GRANTED
Licensor grants and transfers the non-exclusive, perpetual, royalty-free, worldwide, unlimited right to use, edit, alter, change, modify, add to, subtract from and rearrange the Program, and to broadcast, distribute, exhibit, reproduce, license, authorize others to reproduce and distribute, promote, advertise and otherwise exploit the Program by any and all means or methods, whether now known or hereafter devised, in any and all media worldwide, in all languages and language versions, including for the purpose of promotion, advertising and marketing, in perpetuity, for any and all purposes whatsoever as Superswiss may determine in its sole discretion (the “Rights Granted”).
Furthermore, Licensor grants Superswiss the non-exclusive, perpetual, right and permission to reproduce, modify, record, copy, summarize, copyright, photograph, film license, rent, distribute, publish, exhibit, televise, disseminate, display, perform and otherwise exploit in any and all media and markets (collectively “use”) the name, appearance, likeness, voice, documents, biographical data, performance in of Licensor and other media artifacts provided to Superswiss by Licensor or related to Licensor (collectively the “Material”) with regards to the Program.
This grant of right includes without limitation all uses of the Material in all types of content, including but not limited to, the right to use the Program and or Material in connection with any other program or programs, format or formats, production or productions, commercial tie-ins, commercials, licensing, product endorsements, product merchandising, product merchandising of any kind, whether or not related to Superswiss.
This grant of right also includes, without limitation, the right to use the Program and or Material to advertise, publicize and promote any and all of Superswiss’s Programs, services of products in any and all media and markets.
Licensor also agrees that Superswiss may license, sell or assign the rights hereunder in whole or in part to any third party in its sole discretion and without providing to Licensor any further consideration or notice.
CONSIDERATION
In complete and full consideration to Licensor for all of the licensed rights granted to Superswiss hereunder, the receipt and adequacy of which are hereby acknowledged, Superswiss shall expend resources and time in considering the possibility of Superswiss’s use and or distribution and or display of the Program, and the possibility of the promotion and publicity from Superswiss’s use and or distribution and or display of the Program, for inclusion in Superswiss program compilations and other original productions by Superswiss, and any other formats as Superswiss may determine in its sole discretion.
REPRESENTATIONS AND WARRANTIES
Licensor declares and guarantees that Licensor has the sole, exclusive and unencumbered ownership of all rights of every kind and character, that are required worldwide for the exploitation of the Program by Superswiss. Licensor has clear title to the Material upon which the Program are based. Licensor has the absolute right to grant to Superswiss all rights, licenses and privileges granted to or vested in Superswiss under these Terms. Licensor warrants that no other agreements or unilateral claims or demands of third parties exist that would limit Licensor’s power of disposition of these rights and rights of use.
Licensor has obtained all clearances and paid all monies for Superswiss to exercise its rights hereunder and there will not be any other rights to cleared or any payments required to be made by Superswiss as a result of any use of the Program pursuant to the rights and licenses granted herein. This right includes without limitation clearance rights, moral rights, union fees, music rights, payments in connection with contingent participations and residuals.
Superswiss shall have the right to use all names, voices, photographs, performances, appearances and likenesses contained in the Program in connection with the exploitation, promotion and use of the licensed rights.
All individuals and entities connected with the production of the Program, all individuals and entities whose works, appearance, names, voices, photographs, likenesses, services and other materials appear or have been used in the Programs, have approved and authorized Superswiss’s use thereof.
Superswiss shall have the right to use all names, voices, photographs, performances, appearances and likenesses in the Program in connection with the exploitation, promotion and use of the licensed rights.
Furthermore, it is expressly understood that Superswiss has not assumed any obligations under any contracts entered into by Licensor.
Not any part of the Program, or any Material contained herein, or the exercise by Superswiss of the licensed rights, violates, or will violate, or infringes, or will infringe, any copyright by common law, any copyright by statutory law, agreement, trademark, trade name, artistic, civil, dramatic, literary, music, patent, personal, private, property, privacy, publicity right, moral rights of authors or any other right of any person or entity, and shall not give rise to a claim of slander libel whatsoever.
Licensor guarantees that there are no existing, anticipated or threatened claims or litigation that would adversely impair or affect any of the licensed rights by Superswiss.
Licensor warrants that with regard to the rights and rights of use granted to Superswiss no other agreements or unilateral claims or demands of third parties exist that would limit Licensor’s power of disposition of distribution rights and rights of use.
TERMINATION
These terms shall only be terminated upon the mutual consent and agreement between the parties. The consent may be granted or denied in the sole discretion of Superswiss. No termination shall impact any prior license of the Program by Superswiss prior to the termination, which shall continue in full effect under these Terms.
INDEMNIFICATION
Licensor hereby indemnifies, defends and holds Superswiss and their respective shareholders, officers, directors, employees and agents harmless of and against any and all penalties, damages, costs, judgments, settlements, attorneys’ fees and disbursements, or other expenses of any nature whatsoever paid or incurred in connection with claims by any third person: (1) Any breach by Licensor of any warranty, representation or any other provision of these terms. (2) Any claims of any nature whatsoever, including but not limited to, infringement of copyright or trademark, invasion of privacy or right of publicity, or violations of any other rights arising out of or relating to any use by Superswiss of the rights granted under these terms.
It is hereby acknowledged by Licensor that Superswiss is relying on the representations made by Licensor in accordance with these terms. Licensor expressively acknowledges that a breach of these terms by Licensor would cause irrevocable damage and injury to Superswiss that cannot be adequately compensated by damages in an action at law. Licensor expressively agrees that without limiting Superswiss’s remedies, Superswiss shall be entitled to equitable and injunctive relief.
CONFIDENTIAL INFORMATION
Licensor shall not make any use, or disclose to any third party, any confidential information or any part thereof concerning the licensed rights under these Terms, without Superswiss’s prior written consent, except: (1) To Licensor’s respective attorneys and accountants. (2) As may be reasonable required in order to comply with any obligations imposed by these Terms.
MISCELLANEOUS
If individual provisions of these Terms are or become void, the validity of all other provisions remains unaffected. Invalid provisions are to be replaced with provisions suitable for achieving the desired economic purpose in mutual agreement between the parties. The same applies to provisions that might be discovered missing from these Terms.
Superswiss is entitled to freely assign the Program, the Materials, the licensed rights and or any of Superswiss’s other rights hereunder to any third parties.
Amendments and additions to these Terms have to be made in writing and signed by both parties in order to be effective by law. The same applies to the written form clause.
The waiver by either party or consent to a breach of any provision of these terms by the other party shall not be construed as a waiver of, consent to, or excuse of any other or following breach of the other party.
FINAL AGREEMENTS
These Terms and the rights and obligations hereunder shall be construed in accordance with and governed by the laws of the Republic of Singapore. The parties waive any objection to such jurisdiction or venue irrespective of the fact that a party may not be a resident of Singapore. Except for Superswiss’s equitable rights as outlined in the Terms, any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of 1 (one) arbitrator.
In the event of any dispute, Licensor shall not be entitled to, and does hereby waive all rights to, any equitable relief whatsoever, including the right to rescind its agreement to these terms, to rescind any of the rights granted hereunder, or to enjoin, restrain or interfere in any way whatsoever with the marketing, advertisement, distribution or exploitation of the licensed rights by Superswiss. All rights to recover incidental, consequential, and or punitive damages are waived by Licensor.