“Agreement” means this commitment entered into between the OFI and APS and effected upon the APS’ acceptance by clicking “I Agree”
“APS Advertising” means advertising that promotes the APS’ brand, products or services and that may include Athlete Data; provided that, the only connection to the Olympic Games, the OFI, the IOC, or Team Ireland or a national governing body for sport is the fact the advertising uses Athlete Data.
“Athlete” means the Team Ireland athlete(s), team official(s), coaches and/or other team personnel participating in the Tokyo 2020 Olympic Games, with whom APS represents and warrants it has a valid, direct sponsorship relationship and who has asked APS to enter into this Agreement. For the purposes of this definition, “direct sponsorship relationship” includes (without limitation) sponsorship relationships contracted with Athlete directly or through intermediary agencies but does not include sponsorship of a team or a National Federation (“NF”) collectively. For clarity, an APS that is also an NF sponsor may not use NF marks without the NF’s consent.
“Athlete Data” means an Athlete’s image (still or moving), digital or graphic depiction, name, voice, identifying biographical data, signature, and/or any data that objectively identifies an Athlete.
“Athlete Thank You” means a piece of still (not moving) content that includes Athlete Data, solely in the form of an Athlete thanking an APS.
“Campaign” means any single or multiple pieces of marketing, advertising, promotional or media content or activation created by or for, and/or used by APS in the Territory, which includes Athlete Data and is distributed publicly in the Territory during the Games Period.
“Commercial Sponsorship Arrangement” means any sponsorship, endorsement, partnership, association, representation or otherwise by an entity acting in a commercial capacity with an Athlete.
“Games Period” means for the Tokyo 2020 Olympic Games, July 14, 2020 to August 11, 2020
“Guidance” means the guidelines published by the OFI for the Tokyo 2020 Olympic Games, called Commercial opportunities for Participants during the Tokyo 2020 Olympic Games
“IOC” means the International Olympic Committee
“Olympic Games” means the 2020 Tokyo Olympic Games or any other Summer or Winter Olympic Games thereafter
“Olympic IP” means the intellectual property owned by the IOC and/or the OFI, including but not limited to
- Olympic Symbol
- Olympic emblems, mascots, pictogram and graphics
- OFI emblems: OFI Crest/5-Rings
- Words: Olympic, Olympics, Olympiad
- Tokyo 2020 (or any other Games/Host City + year reference.)
- Names of Olympic team (e.g. Team Ireland)
- Taglines associated with the Olympic Movement such as Citius, Altius Fortius;
- Team Ireland and/or Games-branded apparel or other products
- Olympic Games medals
- Still and/or moving images from any Olympic Games
“Rule 40 Permissions” means the permissions set out in the Team Ireland Rule 40 explainer and pictorial guidance, and well as the Team Ireland Rule 40 Guidelines prescribing how Athletes are now permitted to promote their personal sponsors, and how personal sponsors are permitted to use Athlete imagery before, after and during the Games Period
“Team Ireland” means the Irish Olympic Team for Tokyo 2020, comprised of Athletes and support staff.
“Territory” means the island of IrelandGeneral
Severability. A ruling by any court that one or more of the provisions contained in this Agreement is invalid, illegal or unenforceable in any respect will not affect any other provision of this Agreement. Thereafter, this Agreement will be construed as if the invalid, illegal, or unenforceable provision had been amended to make this Agreement valid and enforceable as originally contemplated by this Agreement to the greatest extent possible.
Survival. The provisions of Sections 4-9 will survive the expiration or termination of this Agreement.
Waiver. Failure to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement will not be deemed a waiver of that term, covenant or condition, or of any other term, covenant or condition of this Agreement. Any waiver or relinquishment of any right or power hereunder at any one or more times will not be deemed a waiver or relinquishment of that right or power at any other time.
Limitation of Liability. Except for indemnity obligations in section 6, in no event will either party be liable to the other (whether arising in contract, tort, warranty or otherwise) for any special, indirect, incidental, exemplary, punitive, or consequential damages (including, but not limited to, loss of anticipated profits).
Assignment. Neither party will transfer nor assign any or all of its rights or interests under this Agreement or delegate any of its obligations without the prior written consent of the other party. No assignment will relieve either party of the performance of any accrued obligation that such party may then have under this Agreement. Any attempted assignment of this Agreement not in compliance with this section will be of no force or effect.
- Confidentiality and Publicity: The Parties agree not to make any public comment on the specific terms of this Agreement, unless with the prior agreement of both Parties.
- Co-Operation: The Parties agree to co-operate with each other and communicate openly and honestly to ensure the effectiveness of this Agreement