Copyright: Advertiser acknowledges and agrees that Producer will own all rights and title to its editorial, text and video (collectively, the “Content”) in its programs (“Programs”) including but not limited to its copyright to the Content, and that Producer and its assigns, and their licensees, may exhibit the Content and/or the Programs in any media in perpetuity throughout the world. Advertiser acknowledges and agrees that the Content cannot be used by Advertiser for any purpose without a separate written license agreement signed by both parties.
Complete Agreement: The sales order form signed by the parties (“Sales Order”) and these terms & conditions (“Terms & Conditions”) (the Sales Order and Terms & Conditions are collectively referred to as the “Agreement”) and, if applicable, a license agreement and/or nondisclosure agreement, set forth the entire agreement between the parties related to the subject matter hereof and cannot be amended in any way except in writing signed by an officer of both parties.
Force Majeure: Notwithstanding anything contained in the Agreement to the contrary, if total or partial performance of the Agreement is delayed or rendered impossible due to circumstances beyond Producer’s control including but not limited to war, strikes, unavailability of materials, network preemption or unavailability, satellite or other equipment failure, non-compliance with Producer production schedules, acts of God, acts of government or other prevailing authorities, then such non-compliance shall be deemed not to constitute a breach of the Agreement by Producer. As Producer utilizes third party servers and services, it cannot ensure against outage or disruption. Maintaining data flow from Advertiser to Producer is the responsibility of Advertiser. In the event, for any reason, any scheduled commercial media or product inclusion is preempted or the network becomes unavailable for use by Producer, Producer will have the right (i) to make good through other Producer program(s) and/or networks or (ii) to terminate the Agreement. Producer reserves the right to decline any advertisement or any product submitted for editorial which it deems unacceptable. Advertiser acknowledges and agrees that Producer's networks and other applicable media retain the right to edit all content and commercials for the purposes of formatting, scheduling, transmission scheduling, or transmission reproduction in order to conform to the network’s standards and practices.
Trademarks & Grant License: Advertiser represents that it has the exclusive ownership of the Advertiser Marks. Advertiser grants to Producer and its assigns a non-exclusive, irrevocable, royalty-free license to use and display Advertiser’s trademarks, names and product names throughout the world in perpetuity and in any media (collectively, the “Advertiser Marks”) in connection with Producer’s programs, promotions and other content. Advertiser reserves and shall retain its entire right, title and interest in and to the Advertiser Marks, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, and all associated goodwill, except as granted to Producer in the Agreement. For clarity, the license to Producer and its assignees for the use of the Advertiser Marks, names and product names in the episodes (e.g., integrations in the episodes) produced by Producer is irrevocable, perpetual, royalty-fee, not subject to approval by Advertiser, and may be exhibited by Producer in whole or part in any and all media throughout the world.
Products: Advertiser represents that the products, if any, provided by Advertiser for inclusion in the episodes and/or advertising are in good condition and repair and have no known defects. Advertiser will maintain general liability and product liability insurance with respect to such products and name Producer and its affiliated companies as additional insureds.
Indemnification: Advertiser will indemnify, defend and hold Producer and its affiliated companies (and their directors, employees, agents and independent contractors) harmless from any claims, actions, liability, damages and expenses (including but not limited to reasonable attorney fees) arising out of or in connection with (i) the products provided by Advertiser for inclusion in the episodes and/or advertising and/or (ii) a violation of any material obligation and/or representation of the Agreement by Advertiser. Producer will indemnify, defend and hold Advertiser and its affiliated companies (and their directors, employees, agents and independent contractors) harmless from any claims, actions, liability, damages and expenses (including but not limited to reasonable attorney fees) arising out of or in connection with a violation of any material obligation and/or representation of the Agreement by Producer.
Survival of Various Provisions: All provisions of the Agreement relating to confidentiality, license and payment obligations shall survive the termination or expiration of the Agreement.
Relationship Between the Parties: Producer and Advertiser are independent contractors. Nothing in the Agreement shall be construed to create a principal-agent, employer-employee, master-servant, partnership or joint venture relationship.
Notice: Any notice, consent, or approval required or permitted by the Agreement shall be in writing and shall be given by certified mail, or reputable overnight delivery service such as Federal Express or UPS, at such party’s address set forth on the Sales Order or such other address as such party may hereafter specify by notice to the other party hereto.
Assigns and Successors: Neither party may assign the Agreement, except that each party will assign the Agreement to a purchaser of all, or substantially all, of such party’s assets and will promptly provide notice thereof to the other party.
Governing Law: The obligations, rights, duties, powers and remedies under the Agreement and of the parties hereto shall be governed and construed by the laws of the State of Delaware without giving effect to any choice of law or conflict of law rules. Venue for any litigation will be in New Castle County, Delaware.
Confidentiality Clause: The parties agree to maintain as confidential, and not to disclose to any third party without the prior consent of the other party, the terms of the Sales Order, other than information which is required to be disclosed in a judicial or administrative proceeding after giving the disclosing party advance notice so the disclosing party may attempt to obtain a protective order concerning such disclosure.
Nonpayment: Late payment by Advertiser will be considered a material breach of the Agreement. In addition to Producer’s other rights and remedies, late payments will incur interest at the lower of: one percent per month or the highest rate permitted under applicable law.
Waiver: No course of dealing, course of performance or failure of any party to strictly enforce any term, right or condition of the Agreement shall be construed as a waiver of any term, right or condition, unless such waiver is set forth in a writing signed by the party who is alleged to have waived the term, right or condition. Further, such a signed waiver shall not constitute a waiver of such provision at any other time or of any other term, right or condition of the Agreement.
Severability: In the event any provision of the Agreement shall be held invalid or illegal by a court for any reason, the remainder of the Agreement shall not be affected.
Breach: Producer will have the right to terminate the Agreement upon five day’s written notice to Advertiser, in addition to its other rights and remedies, if Advertiser commits a material breach of its obligations under the Agreement and fails to cure such breach during such five day notice period.