ENTRAVISION COMMUNICATIONS CORPORATION
TERMS AND CONDITIONS OF DIGITAL ADVERTISING AND SERVICES
These Terms and Conditions (these “Terms”) apply to applicable orders, contracts or agreements entered into by Entravision Communications Corporation (“Entravision”) and Client (the “Agreement”) for the sale of certain internet, mobile or digital advertising or other services (collectively, “Services”) provided by Entravision or Entravision’s affiliates, contractors, distributors, suppliers and vendors (“Vendors”). “Client” as used herein means the party contracting with Entravision for Services or any other third party, if any, on whose behalf the contracting party has entered into a contract for Services. In contracting with Entravision for Services, Client agrees as follows:
(a) Entravision will provide the Services set forth on an applicable order, contract or agreement for Services entered into by Client and Entravision.
(b) In addition to these Terms, Client agrees to follow all rules, procedures, terms and conditions that may govern any particular Site or Service, including any such rules, procedures, terms and conditions provided by Entravision’s Vendors, and Client acknowledges that it has agreed to be bound by the same. In the event of any conflict between these Terms and any other rules, procedures, policies, terms or conditions which may govern Client's use of the Sites and/or Services, these Terms shall prevail. Entravision reserves the right, in its sole discretion, to change, modify, add or remove any portion of these Terms, in whole or in part, at any time. Client's continued use of the Services after any such change constitutes acceptance of those changes.
(c) Client agrees that Entravision may terminate Client’s access rights to Services if Entravision determines, in its sole discretion, that Client has violated these Terms or any other applicable terms and conditions or that it has otherwise used the Services for any improper purpose.
2. TERMS OF PAYMENT.
Entravision will issue invoices to Client for fees owed under the Agreement, and each invoice will be deemed accepted by Client if Client does not notify Entravision of any objection or discrepancies related to such invoice within 30 days following issuance of such invoice by Entravision. All amounts must be paid no later than thirty (30) days from invoice date unless otherwise agreed in writing by Entravision. Time is of the essence with respect to payment.
3. TERM AND TERMINATION.
(a) The term of the Agreement will be set forth on the applicable order, contract or agreement for Services entered into by Client and Entravision.
(b) Entravision may terminate the Agreement and/or Client's use of the Services or Sites immediately: (i) in the event that Client breaches any term of the Agreement or these Terms, including but not limited to Client’s failure to make all payments when due; (ii) in the event that Entravision no longer has the right or license to provide any Sites and/or Services; or (iii) for any other reason which Entravision determines in its sole discretion to be in keeping with its business goals and objectives, including but not limited to as provided in Section 2(b). In the event of any termination of the Agreement, without limiting any rights of Entravision, Client shall immediately pay all amounts due as of the date of such termination.
4. CLIENT REPRESENTATIONS AND AGREEMENTS.
(a) Client represents and warrants that any and all materials or content provided or produced by Client hereunder (“Client Content”): (a) shall not violate any applicable law, regulation or ordinance; (b) shall not infringe or violate in any manner any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) shall not breach any duty toward, or rights of, any person or entity, including, without limitation, rights of publicity or privacy, or have not otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) shall not contain material or information constituting libel, slander or defamation, or that is threatening or otherwise invades the rights of any third party; and (e) shall not contain any text or other materials that are false or misleading. Client further represents and warrants that it has the right to agree to these Terms and to grant the licenses granted hereunder. Client further represents and warrants that all advertisements or other content provided by Client are free from any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, cancelbots or other computer programming routines that are intended to damage, interfere with, intercept, or expropriate any system data or personal information. Entravision has no responsibility to review any Client Content.
(b) Client hereby authorizes and consents to all services necessary for Entravision to provide the Services, which may include Entravision’s submission of Client Content to third party distribution partners or the use of or registration of an internet or mobile microsites or domain name or URL (“Sites”) on Client’s behalf. Client hereby grants to Entravision, its licensees and the third party media service providers utilizing the Sites and/or related Services, a non-exclusive, worldwide, transferable, sublicenseable, perpetual, irrevocable, royalty-free, right and license to publicly perform, publicly display, copy, modify, reformat, and distribute Client Content in any and all media now known or hereafter developed solely in connection with the performance of the Services.
(c) If Client is an advertising agency, reseller or other entity representing other clients, Client hereby represents, warrants and covenants that it is the authorized agent of its clients and has the legal authority to enter into the Agreement on behalf of its clients and that such authority includes, without limitation, the right to bind such clients to the terms of the Agreement, to manage such clients' accounts with Entravision, and to make all decisions relating to such accounts.
(d) Client may be given access to an online advertising reporting interface for purposes of reporting, administration of Client’s account or otherwise in connection with the Services. Client agrees to protect any passwords or other credentials associated with Client’s account and take full responsibility for Client’s use of Client’s account as well as its use by any third party Client authorizes to do so. Client will not use any automated means to access the Services or Sites, including without limitation, agents, scripts, robots, or spiders. Client agrees not to interfere with the proper working of the Services or Sites and you will not attempt to reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the Services or Sites, any aspect or portion thereof, including but not limited to source code or algorithms.
(e) Client will not advertise anything illegal, nor engage in any illegal or fraudulent business practice in connection with its use of the Services. Client is solely responsible for Client’s use of the Services in accordance with the Agreement, all of the Client Content and for any services and products Client advertises. Entravision, in its sole and absolute discretion, may refuse the use of any Client Content that it deems inappropriate for any reason or no reason.
(f) Client may not remove or export from Client’s jurisdiction or allow the export or re-export of the Services or anything related thereto in violation of any applicable export control or similar restrictions, laws or regulations. Entravision is not a telephone company. Entravision or its authorized Vendors purchase telecommunications services and use such services to provide enhanced service products to Client. Entravision shall have the right to terminate, suspend or amend this Agreement automatically upon written notice in the event that Entravision determines there is any impairment or change in regulation of the Services. Entravision shall have no liability or obligation to Client of any kind arising out of such termination, suspension or change.
5. PRIVACY; DATA USE; OWNERSHIP.
(b) Without limitation, Entravision has the right to use and disclose Non-PII for the following purposes: (i) for general reporting purposes, including the compilation of statistics, such as the total number of ads delivered, that may be provided to existing and potential customers; (ii) for scheduling and optimization of delivery of advertisements to websites, networks, and any other source of advertising inventory that Entravision reaches, (iii) in furtherance of Entravision's business operations, and (iv) if required by court order, law or governmental agency.
(c) Nothing in this section shall be interpreted, by implication or otherwise, to restrict Entravision's use of Non-PII or personally identifiable information. For information about Entravision's policies with respect to privacy, please see Entravision's applicable privacy policies.
(d) Title and all ownership rights in and to the Services and Sites, together with any and all ideas, concepts, computer programs and other technology supporting or otherwise relating to Entravision’s operation of the Services and the Sites (collectively, the “Materials”) shall remain at all times solely with Entravision and/or its affiliates and Vendors, as applicable. Client has not acquired any ownership interest in the Materials and will not acquire any ownership interest in the Materials by reason of the Agreement. Without limiting the foregoing, Client will own the performance data collected pursuant to the Agreement that is specific to Client’s account, provided that Entravision and its authorized Vendor(s) will retain a non-exclusive, perpetual right to use any such data in connection with the delivery of their respective services and on an aggregated (non-personally identifiable) basis for purposes that include without limitation quality assurance, advancing and improving our products and services, and industry intelligence.
6. DISCLAIMER OF WARRANTIES.
THE SITES AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND ENTRAVISION DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. ENTRAVISION MAKES NO REPRESENTATIONS OR WARRANTIES TO CLIENT THAT THE PERFORMANCE OF ITS OBLIGATIONS UNDER THE AGREEMENT WILL PRODUCE ANY LEVEL OF PROFITS OR BUSINESS FOR THE OTHER PARTY.
7. LIMITATION OF LIABILITY.
(a) ENTRAVISION SHALL NOT HAVE ANY LIABILITY TO CLIENT FOR LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, BASED UPON A CLAIM OF ANY TYPE OR NATURE (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, INCLUDING NEGLIGENCE, WARRANTY OR STRICT LIABILITY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT ENTRAVISION'S TOTAL OBLIGATIONS AND/OR LIABILITY IN THE AGGREGATE CAN NEVER EXCEED THE LESSER OF (I) ONE THOUSAND DOLLARS ($1,000) OR (II) THE TOTAL AMOUNT PAID TO ENTRAVISION BY CLIENT HEREUNDER.
(b) ENTRAVISION SHALL NOT BE LIABLE FOR THE CONTENTS OF ANY ADVERTISEMENTS, WEB SITES OR WEB PAGES ON WHICH CLIENT CONTENT MAY BE DISPLAYED. CLIENT ACKNOWLEDGES AND AGREES THAT ENTRAVISION IS IN NO WAY RESPONSIBLE FOR ANY FAILURE TO DISPLAY ANY CLIENT CONTENT. CLIENT'S SOLE AND EXCLUSIVE REMEDY IN ANY SUCH CASE IS TO REQUEST THAT ENTRAVISION DISPLAYED SUCH CLIENT CONTENT, AND ENTRAVISION SHALL MAKE REASONABLE EFFORTS TO COMPLY WITH SUCH REQUESTS FROM CLIENT.
Client shall indemnify, defend and hold harmless Entravision, its publishers, suppliers and vendors and their respective affiliates, employees, officers, agents, directors and representatives ("Indemnified Parties"), from and against all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys' fees, costs related to in-house or outside counsel time, court costs and witness fees) (collectively "Losses") arising out of or in connection with Client's use of the Sites and/or the Services, including, without limitation (i) any claim that Client's content infringes or violates any right of any third party; (ii) any act or omission by Client in breach of these Terms; (iii) any claim, which, if true, would constitute or entail a breach by Client of any of the representations or warranties set forth in these Terms; (iv) the negligence or willful misconduct of Client; (v) Client's violation of any law or legal requirement in connection with Client's use of the Sites or the Services and (vi) any claim related to payments made (or not made) by Entravision to any publisher, supplier or vendor on behalf of Client (collectively, "Indemnified Claims"). Entravision in its sole discretion shall have the right to control the defense of any and all Indemnified Claims with counsel of its choice and Client shall promptly pay any and all reasonable attorneys' fees and costs incurred by Entravision in connection with such defense. Client will not settle any Indemnified Claims without Entravision’s prior written consent.
(a) The parties hereto are independent contractors and the Agreement shall not be construed to create an agency, partnership, joint venture or other relationship between the parties.
(b) Client may not, without the prior written consent of Entravision, assign or transfer the Agreement or any of its rights hereunder, whether by operation of law or otherwise. Client agrees that third parties with whom Entravision may contract from time to time in order to provide the Services (including, without limitation, Vendors) are intended third party beneficiaries to this Agreement and may enforce their rights hereunder directly against Client.
(c) No conditions other than those set forth in these Terms shall be binding on Entravision unless expressly agreed to in writing by Entravision. Entravision's failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms by Entravision must be made in writing and signed by an authorized representative of Entravision specifically referencing these Terms and the provision to be waived. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect. Sections 2, 3, and 5-9 shall survive any termination of the Agreement.
(d) Entravision is not liable for delays in delivery and/or non-delivery of Sites or Services in the event of an act of God, actions by any governmental or quasi-governmental entity, Internet failure, equipment failure, power outage, fire, earthquake, flood, insurrection, riot, act of terrorism, act of war, explosion, embargo, strike, labor or material shortage, transportation interruption of any kind, work slow-down, or any condition beyond Entravision's control affecting the Services.
(e) Any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of these Terms and/or Clients use of the Sites or the Services shall be exclusively governed by the laws of the State of California without regard to its conflict of law provisions. The parties further agree to submit to personal jurisdiction in the federal or state courts of the State of California, County of Los Angeles, which shall serve as the exclusive venue.
(f) Entravision, its stations and affiliates are committed to a policy of non-discrimination in the advertising contracts that it enters into with its advertisers. Entravision will not enter into or carry out, in connection with any advertising contract it is a party to, any terms, conditions, or policies that commit the advertiser or Entravision to discriminate in the sale or placement of advertising on the basis of race or ethnicity.
ENTRAVISION COMMUNICATIONS CORPORATION
TERMS AND CONDITIONS OF BROADCAST ADVERTISING
Entravision Communications Corporation (“Entravision”) enters into this contract (the “Contract”) for the sale of broadcast time on its television and/or radio stations on the terms and conditions stated below. “Agency” as used below means the party (including a buying service) contracting with Entravision for broadcast time. “Advertiser” as used below means the sponsor or any other party, if any, on whose behalf Agency has entered into this Contract. Entravision and Agency and/or Advertiser agree as follows:
1. BILLING AND PAYMENT.
(a) Agency and/or Advertiser agrees to pay and Entravision agrees to hold Agency and/or Advertiser liable for payment for the broadcasts covered by this Contract at the rates specified in this Contract. Agency and Advertiser will be jointly and severally liable for all charges under this Contract.
(b) Invoices will be issued in accordance with the official station log. Each invoice will be deemed accepted by Agency and/or Advertiser unless Agency and/or Advertiser notifies Entravision in writing that the invoice is incorrect and specifies the nature of the error in detail within thirty (30) days after the invoice date. All amounts not in dis¬pute must be paid by the due date, which is thirty (30) days from invoice date unless otherwise agreed in writing by Entravision and Agency and/or Advertiser. Time of payment is of the essence.
(c) Commercial time charges under this Contract, when billed to Agency, are subject to a fifteen percent (15%) agency commission.
(d) Entravision will have the right to require payment in advance of scheduled broadcast dates, or other credit terms, if it determines that Agency’s and/or Advertiser’s credit experience warrants such credit terms.
(e) The rates specified in this Contract cover only those broadcasts covered by the Contract. Additions to or renewals of this Contract will be subject to Entravision’s acceptance and any changes in Entravision’s rates.
(a) If this Contract calls for any broadcasts of five (5) minutes or longer in duration, this Contract may be terminated by Agency and/or Advertiser or Entravision at the end of any full week on twenty-eight (28) days prior written notice. If this Contract calls for any broadcasts of less than five (5) minutes in duration and for no broadcasts of five (5) minutes or longer in duration, this Contract may be terminated by Agency and/or Advertiser or Entravision at the end of any full week on fourteen (14) days prior written notice. If Agency and/or Advertiser cancels, Entravision may adjust applicable rates for any discounts or other rate considerations that were not earned.
(b) In addition to any other rights it may have, Entravision may terminate this Contract at any time, without liability to Agency and/or Advertiser, (i) if Agency and/or Advertiser fails to pay any invoice issued by Entravision, (ii) if Agency and/or Advertiser becomes insolvent, makes an assignment for the benefit of creditors or files a petition under the bankruptcy laws or has such a petition filed against it, (iii) if a receiver is appointed for Agency’s and/or Advertiser’s property or business or (iv) if Entravision determines that the continued broadcast of commercial material under this Contract would violate any third party’s rights, would violate any applicable law, rule or regulation, would be unfair, deceptive, misleading or inappropriate for broadcast or otherwise would not be in the public interest.
3. FAILURE OR INABILITY TO BROADCAST; MAKEGOODS.
(a) If, due to events of public importance, public emergency or necessity (including breaking news), labor disputes, strikes, boycotts, acts of God, legal restrictions or any other cause that is unanticipated or beyond Entravision’s reasonable control, including equipment breakdowns, neglect, mechanical or human error or any other reason, Entravision fails or is unable to make broadcasts covered by this Contract, or fails or is unable to make a quality broadcast, Entravision will offer Agency and/or Advertiser a substitute (“makegood”) broadcast. If a makegood broadcast is accepted by Agency and/or Advertiser, Agency and/or Advertiser will be charged for the broadcast as provided in this Contract. If a makegood broadcast is not accepted by Agency and/or Advertiser, Agency and/or Advertiser will not be charged for the omitted or defective broadcast.
(b) The makegood/no-charge remedies provided in Sections 3(a) above and 4(d) below are agreed to be the sole and exclusive remedies for Entravision’s failure to broadcast in accordance with the terms of this Contract. UNDER NO CIRCUMSTANCES WILL ENTRAVISION BE LIABLE FOR LOST PROFITS, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAM¬AGES OF AGENCY, ADVERTISER OR ANY OTHER PARTY RESULTING FROM ENTRAVISION’S FAILURE TO BROADCAST MATERIAL UNDER THIS CONTRACT, FOR ANY REASON, EVEN IF SUCH DAMAGES ARE FORESEEABLE. NOR MAY AGENCY AND/OR ADVERTISER SEEK INJUNCTIVE RELIEF OR SPECIFIC PERFORMANCE OF THIS CONTRACT.
4. PREEMPTIONS; RESCHEDULING.
(a) Entravision may, without prior notice to Agency and/or Advertiser, broadcast any material covered by this Contract other than at the scheduled time(s) due to early or late completion or cancellation of a preceding live sporting event or other program. Agency and/or Advertiser will be charged for the broadcast as if it had been made as scheduled.
(b) Entravision will have the right to cancel any broadcast covered by this Contract, or any part of any such broadcast, in order to broadcast any programming which Entravision, in its absolute discretion, deems to be of public importance or in the public inter¬est. Entravision will notify Agency and/or Advertiser of any such cancellation in advance if reasonably possible. Otherwise, Entravision will notify Agency and/or Advertiser within a reasonable time thereafter.
(c) Except where non-preemptibility is agreed to in writing, Entravision will have the right, without liability to Agency and/or Advertiser, to preempt any commercial announcement covered by this Contract.
(d) If a broadcast is cancelled or preempted under Sections 4(b) or 4(c) above, Entravision will offer Agency and/or Advertiser a makegood broadcast, in which case Agency and/or Advertiser will be charged for the broadcast as provided in this Contract. If a makegood broadcast is not accepted by Agency and/or Advertiser, Agency and/or Advertiser will not be charged for the cancelled or preempted broadcast.
5. PRODUCT PROTECTION.
Entravision, as a matter of policy, attempts not to broadcast commercial announcements advertising competing products or services within the same commercial break in Entravision programming, but such exclusivity will not be guaranteed to Agency and/or Advertiser, nor will Agency and/or Advertiser be entitled to a credit against the charges under this Contract if Entravision fails to afford Agency and/or Advertiser such exclusivity.
6. DEADLINES; BROADCAST STANDARDS; LIABILITY.
(a) Unless Entravision and Agency and/or Advertiser agree otherwise, Agency and/or Advertiser will furnish commercial and program material covered by this Contract at its own expense, fully produced and ready for broadcast.
(b) Commercial announcements must be delivered to Entravision at least forty-eight (48) hours (excluding Saturdays, Sundays and legal holidays) before the date and time of first broadcast. Program material must be delivered to Entravision at least five (5) business days (excluding Saturdays, Sundays and legal holidays) before the date and time of first broadcast. (Entravision may require longer deadlines for certain categories of advertising.) If Agency and/or Advertiser fails to furnish material covered by this Contract in adequate time for scheduled broadcast, Entravision may nevertheless charge Agency and/or Advertiser as provided in this Contract.
(c) All material furnished by Agency and/or Advertiser must conform to Entravision’s pro¬gramming policies and commercial broadcast standards. Agency and/or Advertiser warrants that all material furnished to Entravision under this Contract will comply with applicable federal, state and local laws, rules and regulations, will contain proper sponsorship identification under the Com¬munications Act of 1934, as amended, and the rules and regulations of the Federal Communications Commission (the “FCC”), will be truthful and will comply with applicable rules and policies of the Federal Trade Commission and any other government agencies having jurisdiction. Agency and/or Advertiser agrees to furnish advertising substantiation material to Entravision promptly upon request. Agency and/or Advertiser agrees to secure all necessary legal rights, licenses, approvals and permissions for the inclusion of music, vocal impressions, trademarks and other proprietary material in commercial announcements. Entravision reserves the right to refuse to broadcast any material not in compliance with the foregoing. Entravision also reserves the right to add a “super” or disclaimer to Agency’s and/or Advertiser’s material, or to make other edits or modifications it deems it necessary or appropriate.
(d) Entravision will have the continuing right at any time (including after one or more broadcasts), without liability to Agency and/or Advertiser, to refuse to broadcast material that does not, in Entravision’s sole judgment, conform to Entravision’s programming and commercial broadcast standards or to the public interest, or which in Entravision’s judgment is inappropriate for broadcast, or may violate the rights of others. If Entravision refuses to broadcast commercial material for these reasons, and if Agency and/or Advertiser does not furnish a satisfactory substitute to Entravision, Agency and/or Advertiser will not be charged for the cancelled broadcasts.
(e) Agency and/or Advertiser agrees to defend, indemnify and hold harmless Entravision, its officers, directors, stockholders, agents, representatives, employees, subsidiaries and affiliated companies (collectively, the “Entravision Parties”) against all liability and expense (including attorneys’ fees) arising out of any claim (including claims for libel, unfair competition, false advertising, trademark or copyright infringement, violation of rights of privacy and publicity and other proprietary rights) resulting from the broadcast of material furnished by Agency and/or Advertiser to Entravision for broadcast. Agency and/or Advertiser further agrees to indemnify and hold harmless the Entravision Parties against any claim arising out of the use, recording or broadcast of music in material furnished by Agency and/or Advertiser, except to the extent Entravision has obtained a music performing rights license covering the affected compositions, which license Entravision will have no obligation to secure. Entravision will give Agency and/or Advertiser written notice of any indemnified claim promptly upon receiving notice of it. The provisions of this Section 6(e) will survive performance, cancellation or termination of this Contract.
(f) Videotapes of commercial and program material furnished to Entravision will be destroyed within thirty (30) days after the last broadcast covered by this Contract unless Agency and/or Advertiser specifically requests, in advance, that such materials be preserved, by letter addressed to Entravision’s traffic manager at the station of the broadcast. Nevertheless, Entravision will not be liable to Agency and/or Advertiser for inadvertent loss or destruction of videotapes.
(g) Entravision retains all property rights, including the copyright in material prepared, designed, composed or created by Entravision, or any of Entravision’s employees, furnished by Entravision for use in or in connection with the commercial materials aired under this Contract. Agency and/or Advertiser may not authorize the broadcast of materials featuring the names or voices of Entravision employees over any other station or medium without Entravision’s prior express written consent.
(a) This Contract is subject to the terms of Entravision’s FCC licenses and is subject also to all present and future federal, state and local laws and regulations, including FCC rules and regulations.
(b) This Contract, and the rights under it, may not be assigned or transferred without Entravision’s prior written consent. Entravision will not be required to broadcast under this Contract for the benefit of any party or advertiser other than Agency and/or Advertiser (or its client) as specified on the face of this Contract. Entravision may revise these terms and conditions at any time and without prior notice.
(c) Agency and/or Advertiser represents and warrants to Entravision that it has the full right and authority to enter into this Contract on its own behalf, and to bind the Agency and/or Advertiser on whose behalf broadcasts are to be made under the Contract as a disclosed principal.
(d) Entravision will not be responsible for loss or damage to broadcast materials, scripts or other property furnished by Agency and/or Advertiser to Entravision under this Contract in the event such materials are lost or damaged. Agency and/or Advertiser agrees to supply a replacement to Entravision, upon request, and without charge.
(e) Entravision’s or Agency’s and/or Advertiser’s failure to enforce any provision of this Contract in the event of a breach will not be deemed a waiver of the same or any other provision in the event of a later breach.
(f) Given the need for prompt attention to and adjustment of any disputes that may relate to charges for the broadcasts covered by in this Contract, any disputes concerning the charges under this Contract must be communicated to Entravision in writing within thirty (30) days after the date of the applicable invoice, as provided in Section 1(b) above. Any legal claim or litigation arising under this Contract must be instituted by Agency or Advertiser within six (6) months from the invoice date, notwithstanding any applicable statutes of limitations. The party that substantially prevails in any litigation related to this Contract will be entitled to its costs, attorneys’ fees and interest in addition to any damages recovered.
(g) Entravision will have the right to broadcast or retransmit Agency’s and/or Advertiser’s commercial material as part of the Entravision broadcast signal in any other manner or medium in which Entravision elects to authorize such broadcast or retransmission (e.g. cable television, DBS, telephone “hold,” etc.).
(h) Subject to Entravision’s programming and commercial broadcast standards and the terms of any credit application executed by or on Agency’s or Advertiser’s behalf, this is the entire agreement between Agency and/or Advertiser and Entravision concerning the broadcast of commercial time on Entravision. It will be interpreted and construed in accordance with the laws of the State of California. No change or modification in this Contract will be valid unless it is confirmed in writing by Entravision.
(i) Entravision will perform the broadcasts covered by this Contract on the days and at the approximate order times provided on the face of this Contract. Without exclusion of other Contract provisions, Entravision shall have satisfactorily performed the broadcasts covered by this Contract when performed plus or minus fifteen (15) minutes from the order times provided on the face of this Contract. Order times mentioned shall be those in effect at Entravision on the respective days of broadcasting.
(j) This Contract is not accepted by Entravision and does not enter into effect until it is signed by Entravision station management on the face of this Contract.
(k) Entravision and its stations are committed to a policy of non-discrimination in the advertising contracts that it enters into with its advertisers. Entravision will not enter into or carry out, in connection with any advertising contract it is a party to, any terms, conditions, or policies that commit the advertiser or Entravision to discriminate in the sale or placement of advertising on the basis of race or ethnicity.