Entravision APAC 

Terms & Conditions

1. DEFINITIONS AND INTERPRETATION

• 1.1  In these Terms & Conditions (T&C), expressions have the following meanings:
  • ●   “Advertisement” means the banner, text, graphic, logo, or any other advertising format that the Advertiser submits to Entravision for placement on the Media Vehicle in accordance with the Terms and Conditions set forth herein;
  • ●   “Advertiser” means the advertiser or media-buying agency that signs an IO;
  • ●   “Advertising Space” means the space available for the placement of advertisements on the Media Vehicle;
  • ●   “Agreement” means the agreement between the Advertiser and Entravision for the purchase of Advertising Space on the Media Vehicle consisting of an executed IO and these Terms and Conditions;
  • ●   “Charges” means the amounts to be paid by the Advertiser to Entravision for placing or procuring the placement of the Advertisement on the Media Vehicle in accordance with the Agreement and more particularly defined in clause 6 of these Terms and Conditions;
  • ●   “Entravision” means the subsidiary of Entravision Communications Corporation executing the IO;
  • ●   “Force Majeure” means any event beyond the reasonable control of a Party, including but not limited to lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving that Party’s employees), an Insolvency Event in relation to a Publisher or acts of local or central Government or other competent authorities. For the avoidance of doubt, any incidents linked to the failure of
    any IT equipment, software or services, including but not limited to Internet availability, that prevents Entravision from carrying out the momentary, full or partial disclosure of the Advertisement shall be deemed an event of Force Majeure;
  • ●   “Insolvency Event” means, in relation to an entity, that it becomes insolvent or unable to pay its debts as they fall due or becomes subject to, or itself takes any steps to invoke, any law, proceedings, procedure or third party action preliminary or relating to its insolvency, winding- up, liquidation, administration or receivership (or any analogous proceedings in any jurisdiction) or any enforcement of any security against it, or to a rescheduling, composition or arrangement in respect of any of its debts;
  • ●   “Intellectual Property Rights” means all copyrights, patents, utility models, trademarks, service marks, design rights (whether registered or unregistered), database rights, semiconductor topography rights, proprietary information rights and all other similar proprietary rights as any exist anywhere in the world;
  • ●   “IO” means an insertion order in Entravision´s prescribed format setting out the campaign-specific details for the placement of an Advertisement, signed by the Advertiser and Entravision and subject to these Terms and Conditions;
  • ●   “Linked Website” means a website which is accessible through any hyperlink (or other method of linking pages on the World Wide Web) embodied in an Advertisement;
  • ●   “Media Vehicle” means the medium on which the Advertisement(s) are to be placed, as set out in the IO;
  • ●   “Parties” means the Advertiser and Entravision, and “Party” means either of them;
  • ●   “Personal Data” means information owned by the Advertiser which relates to an identified or identifiable individual;
  • ●   “Publisher” means the person or entity that is responsible for the operation of the Media Vehicle from time to time; and
  • ●   “Start Date” means the date on which it is intended that the Advertisement will first be placed on the Media Vehicle as set out in the IO or as otherwise agreed between Entravision and the Advertiser;
• 1.2  In these Terms and Conditions, unless the context otherwise requires:
  • ●   a reference to a clause is a reference to a clause of these Terms and Conditions;
  • ●   a reference to any legislation is a reference to that legislation as amended, replaced or re-enacted from time to time and any subordinate legislation made under it;
  • ●   a reference to a person includes an individual, a firm, a body corporate, an unincorporated association or an authority and that person’s executors, administrators, successors, substitutes (including but not limited to persons taking by notation) and assigns; and references to the single include the plural and vice versa and a reference to one gender includes all genders as the context admits or requires.

2. SCOPE OF TERMS AND CONDITIONS

These Terms and Conditions, together with the IO, set out the rights and obligations of the Parties in relation to the placement of Advertisements on the Media Vehicle.

3. SUBMISSION OF INSERTION ORDER

3.1 The IO shall be the only order form used by Entravision and the Advertiser and, together with these Terms and Conditions, forms the entire Agreement between the Parties. No terms or conditions endorsed upon or delivered by the Advertiser with the IO will form part of the Agreement. An IO signed by the Advertiser shall be deemed to be an offer to purchase Advertising Space.

3.2 The Advertiser must submit a signed IO to Entravision, prior to delivery of any Advertising Space. 

3.3 Entravision will have no liability to procure the placement of an Advertisement on the Media Vehicle until the Advertiser has signed the relevant IO and returned it to Entravision. 

4. ENTRAVISION´S RIGHTS AND OBLIGATIONS

4.1 Once the IO has been completed and returned to Entravision, Entravision will use reasonable endeavours to procure the placement of the Advertisement on the date(s) or during the period and in the manner specified on the IO.

4.2 Entravision reserves the right to make any technical or other modifications that it may deem necessary to facilitate the delivery of the Advertisement in accordance with the IO. However, Entravision shall not make any amendments to the creative content of an Advertisement.

4.3 Entravision is not required to inform the Advertiser of the progress of an Advertisement but will use reasonable endeavours to address any queries the Advertiser may have about the Advertising Space from time to time as soon as reasonably practicable.

4.4 In the event that any Media Vehicle on which the Advertiser has purchased Advertising Space ceases to exist or is unavailable during the period in which the Advertiser wishes to purchase Advertising Space, the Parties will, within ten (10) working days, endeavour to identify and agree an alternative Media Vehicle with a similar user profile on which the Advertisement can be placed. If such an agreement cannot be reached in that period of time, the Agreement will terminate.

4.5 Entravision reserves the right to stop providing the Advertisement Space to the Advertiser if any requirement set out in these Terms and Conditions is not met by the Advertiser. 

5. DELIVERY OF THE ADVERTISEMENT

5.1 The Advertiser must make available to Entravision, prior to the Start Date, all the advertising materials necessary to enable Entravision to publish the Advertisement on the Media Vehicle.

5.2 In the event that the Advertiser fails to provide an Advertisement, or any of the materials necessary for the publication of an Advertisement to Entravision, Entravision may still, at its discretion use its reasonable endeavours  to procure the placement of the Advertisement on the date(s) or during the period and in the manner specified on the IO but shall be entitled to impose an additional charge on the Advertiser for doing so. Where an Advertisement cannot be placed as planned as a result of such failure of the Advertiser to provide an Advertisement or any necessary materials, Entravision shall remain entitled to invoice the Advertiser for the Charges in full.

5.3 Entravision shall not be liable for any loss (including loss of profit), costs, damages, charges, or expenses caused directly or indirectly by any delay in the Start Date as specified in the IO, where such delay is the result of the Advertiser’s failure to meet its obligations set out in Clause 5.1.

5.4 The Advertiser will ensure that any Advertisement that it delivers to Entravision complies with the provisions of these Terms and Conditions with any applicable Advertisement policies owned by the Media Vehicle and with all applicable laws and regulations.

6. FINANCIAL TERMS

6.1 The Advertiser shall pay the Charges in full to Entravision as per the terms stated in this section 6.

6.2 If the Charges (and all applicable taxes) are not paid in full as per the terms of the IO, Entravision may charge interest on the overdue sum at a rate equivalent to ten percent (10%) above the current base lending rate. This charge may be levied until all amounts due are paid in full.

6.3. The Charges are net, exclusive of any agency fee and exclusive of any applicable government tax (including, but not limited to, VAT, GST, and WHT). If and to the extent that foreign withholding taxes are required to be paid, they shall be borne by the Advertiser and not deducted from the Charges.

6.4 No payment shall be deemed to have been received until Entravision has received the Charges in cleared funds.

6.5 The Advertiser shall make all payments due under these Terms and Conditions without any deduction, whether by way of set-off, counterclaim, discount, abatement, or otherwise unless the advertiser has a valid court order requiring an amount equal to such deduction to be paid by Entravision to the Advertiser.

6.6 Entravision shall be entitled to invoice the Advertiser monthly or at the conclusion of each campaign and the Advertiser shall remit payment of each invoice to Entravision in the currency stated in the IO.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 The Advertiser agrees that it will obtain no Intellectual Property Rights in the layout, compilation, design, copy and organisation of the Media Vehicle.

7.2 The Advertiser grants to Entravision and the Publisher a non-exclusive, worldwide, perpetual, royalty-free license to transmit over the internet, use, display, copy, translate, create derivative works in respect of any Intellectual Property Rights embodied in any Advertisement and in any other information provided by the Advertiser to Entravision pursuant to these Terms and Conditions.

8. DATA PRIVACY

The Advertiser acknowledges that Entravision does not need to process any Personal Data for the placement of Advertisements on the Media Vehicle. To such extent, the Advertiser will not provide Entravision with access to Personal Data unless the Parties have agreed in a separate agreement on the scope of work and any terms applicable to the Advertiser’s processing of such Personal Data.

9. WARRANTIES AND INDEMNITIES

9.1 Each of the Parties represents and warrants to the other that:

• ●   it has the requisite power and authority to enter into and perform the Agreement; and

• ●    the Agreement constitutes binding obligations of the Party in accordance with its terms.

9.2 The Advertiser warrants and represents for the benefit of the Publisher and Entravision that:

• ●   it is the owner of the Advertisement, or it is has the authority of the owner of the Advertisement to provide the Advertisement to Entravision and to the Publisher for display on the Media Vehicle; 

• ●   the reproduction and/or publication of the Advertisement on the Media Vehicle will not breach any contract or infringe or violate any Intellectual Property Right, any applicable law or regulation, codes of practice, advertising or any other policy of the Media Vehicle upon which the Advertisement is to be placed or any personal or proprietary right of any person including any rights of privacy anywhere where the Media Vehicle is accessed by a third party;

• ●   any information contained within the Advertisement and any Linked Website is accurate and is not misleading;

• ●   if any Advertisement or Linked Website contains a name or pictorial representation (photographic or otherwise) of any living person, the Advertiser has obtained the authority of such living person to make such use of name, representation and/or copy including use on the Media Vehicle or Linked Website (as the case may be);

• ●   the Advertisement and any Linked Website are legal and do not contain objectionable material or material which could cause reputational damage to Entravision, including but not limited to unlawful, fraudulent, obscene or pornographic material or any material that is likely to incite racial hatred or which is defamatory of any person under the laws of any country in which the Media Vehicle is accessed by a third party;

• ●   the Advertisement and any Linked Website do not contain any viruses, bugs, worms, trojans or any other computer programming routines that are intended to damage, interfere or intercept any computer system or extract any data or personal information; and

• ●   where an Advertisement contains a hyperlink to a Linked Website, nothing in the coding or other configuration of that Linked Website will act so as to disable the ‘back’ button on a user’s Internet browser.

9.3 It is the responsibility of the Advertiser to notify the Publisher and Entravision of any errors in any Advertisement and any complaints or claims made in respect of any Advertisement as soon as the same comes to its attention. In such a case, Entravision will use reasonable endeavours to remedy the errors. For the avoidance of doubt, Entravision excludes all liability for any loss in relation to any errors in any Advertisement.

9.4 The Advertiser must keep the Publisher and Entravision fully indemnified against all claims, costs, proceedings, demands, losses, expenses, or liability whatsoever arising as a result of any breach of the warranties and representations set out above or as a result of any other breach or non-performance by the Advertiser of any other term set out in the Agreement or imposed by law.

10. RIGHT TO WITHDRAW ADVERTISEMENT

Entravision may withdraw any Advertisement from the Media Vehicle and/or require any Advertisement to be amended if Entravision, in its sole discretion, considers that any of the Terms and Conditions of the Agreement have been breached by the Advertiser. 

11. CONFIDENTIALITY

11.1 Each Party undertakes to the other that it will not divulge to any third party any information of a confidential nature disclosed to it by the other Party and may use such information solely for the purpose of the Agreement. However, that obligation to keep the information confidential does not apply in circumstances where such disclosure is required by law or any appropriate regulatory body; or such information is already in the public domain, other than as a result of a breach of this obligation of confidentiality.

11.2 The Advertiser must keep confidential all statistical or other data provided to it by Entravision in connection with the placement of any Advertisement on the Media Vehicle and acknowledges that such information is and will remain the property of the Publisher, and that it may not be disclosed by the Advertiser to any third party without the Publisher’s express written consent.

12. LIMITATION OF LIABILITY

12.1 Entravision gives no representations or warranties other than those expressly mentioned in the Agreement. 

12.2 The Media Vehicle is provided on an “as is” and “as available” basis. Entravision expressly excludes all warranties of any kind in relation to the Media Vehicle, including but not limited to warranties of title, fitness for a particular purpose, satisfactory quality and non-infringement of proprietary or third-party rights.

12.3 Entravision does not represent or warrant that: (i) the Media Vehicle and/or any information will meet the requirements of the Advertiser; or (ii) any errors or inaccuracies will be corrected; or (iii) the material on the Media Vehicle will be accurate and further makes no representations as to its integrity or quality.

12.4 Entravision shall not be liable for any failure to perform its obligations under the Agreement as a consequence of an event of Force Majeure.

12.5 Entravision shall not be liable to the Advertiser in contract, tort (including negligence) or otherwise arising out of or otherwise in connection with the Agreement or the performance or observance of its obligations under the Agreement for any loss or damage of a consequential or indirect character or for any loss of goodwill, profit, business, abortive expenditure, anticipated savings or loss of business opportunity whether foreseeable or not.

12.6 Entravision's maximum aggregate liability in contract, tort (including negligence) or otherwise arising out of or in connection with the Agreement shall be limited to the total amount of the Charges paid by the Advertiser to Entravision for the placement of Advertisements.

12.7 Nothing in this Clause 12 serves to limit or exclude either Party’s liability for death or personal injury arising from its own negligence.

12.8 Entravision shall not be liable to the Advertiser for failure to place an Advertisement due to the termination of the agreement between Entravision and a Publisher. 

12.9 Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages or for violation of the law. In these jurisdictions, Entravision’s liability will be limited to the greatest extent permitted by law.

12.10 Any claims or damages that the Advertiser may have against Entravision shall only be enforceable against the Entravision subsidiary procuring the placement of the Advertisement and more particularly named in the IO and no other subsidiary, nor any officers, directors, representatives or agents of Entravision or any other entity.

13. ANTI-BRIBERY AND SANCTIONS

13.1 Each Party represents and warrants to the other that:

• ●   Government Official;

• ●   person or entity; or

• ●   other person or entity while knowing or having reason to believe that some portion or all of the payment or thing of value will be offered, given, or promised, directly or indirectly, to a Government Official or another person or entity;

for the purpose of:

•        ●   influencing any act or decision of such Government Official or such person or entity in their official capacity, including a decision to do or omit to do any act in violation of their lawful duties or proper performance of functions; or

in order to obtain or retain business for, direct business to, or secure an improper advantage for Entravision or the Advertiser;

   13.1.3 Neither it nor to its knowledge any of its Representatives:

• ●   is a Government Official or employs any Government Official or Close Family Member of any GovernmentOfficial; or

• ●   has a personal, business, or other relationship or association with any Government Official or Close Family Member of any Government Official who may have responsibility for or oversight of any of its business activities, other than any relationships or associations that have been disclosed in writing to the other party;

For purposes of this clause:

13.2  Neither the Advertiser nor any of its subsidiaries or affiliates or, to the best of its knowledge, any officer, director or employee of the Advertiser or any of its subsidiaries or affiliates is: a person who is the target of any laws administered by the United States Department of the Treasury’s Office of Foreign Assets Control (‘OFAC’) or any other government or state entity imposing economic sanctions or trade embargoes (‘Government Entity’); or is located or resident in a country or territory that is, or whose government is, the target of sanctions imposed by OFAC or any other Government Entity.

14. RECORD KEEPING

The Advertiser will maintain complete and accurate records of all matters relating to the Agreement and the Advertisement to demonstrate compliance with its obligations under the Agreement. Entravision may, from time to time, audit the Advertiser’s records to verify its compliance with the Agreement and any such audit will not exclude or limit the Advertiser’s liability in any way. 

15. TERMINATION 

15.1 Without prejudice to any other rights or remedies Entravision may have at law, Entravision may terminate the Agreement (or at its election suspend fulfilment of all or any part(s) of the IO) immediately by giving written notice if:

16. APPLICABLE LAW AND VENUE

16.1 The Agreement is governed by, construed, and interpreted in accordance with the laws of the Republic of Singapore.

16.2 If a dispute arises the Advertiser agrees to provide Entravision with notice of the dispute and to provide a ten (10) business day resolution period in which Entravision may attempt to work out the dispute informally.  If, after the ten (10) business day resolution period, the dispute cannot be solved between the Parties, they agree that any dispute arising out of or in connection with the  Agreement, 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 in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this section 16.  The seat of the arbitration shall be Singapore.  The tribunal shall consist of one arbitrator. The language of the arbitrator shall be English.

17. GENERAL

17.1 The Agreement constitutes the entire agreement between the Parties and supersedes any and all prior agreements between Entravision and the Advertiser, with regard to the Advertisement. The Agreement shall apply in lieu of the terms or conditions in any IO, request for information or other order documentation the Advertiser or any other entity has provided and any such terms and conditions are now void.

17.2 The complete or partial invalidity or unenforceability of any provision of the Agreement shall in no way affect the validity or enforceability of such provision for any other purpose or the remaining provisions of the Agreement.

17.3 The Advertiser may not assign the Agreement or any part of the Agreement without Entravision’s prior written approval.

17.4 Entravision may, in its sole discretion, assign the Agreement or any part of the Agreement to any third party.

17.5 Entravision may amend the Agreement from time to time, in which case the new Agreement will supersede prior versions.

17.6 The Parties agree that nothing in the Agreement creates any obligation on the Advertiser to place any future order with Entravision and that nothing in the Agreement is intended, or shall be deemed, to establish any partnership, agency or joint venture between the Parties.

17.7 If any term of the Agreement is determined to be invalid or unenforceable by a competent court or governing body, such term shall be replaced with another term consistent with the purpose and intent of the Agreement and the remaining provisions of the Agreement shall remain in effect.