These Terms and Conditions relate to any advertising purchase form(s) (each, an "Insertion Order") submitted by or on behalf of an Advertiser (the "Advertiser") to the Academy of Television Arts & Sciences ("Television Academy") for the placement of Advertiser's promotional campaigns within the Television Academy's advertising inventory. These Terms and Conditions set forth the terms and conditions under which the Television Academy will provide advertising space to the Advertiser in fulfillment of each Insertion Order. The term "Agreement" shall refer to these Terms and Conditions and each Insertion Order accepted by the Television Academy.
Insertion Order. No Insertion Order will be binding upon the Television Academy unless accepted in writing by the Television Academy. This Agreement does not require the Television Academy to accept any individual Insertion Order submitted by or on behalf of Advertiser. If Advertiser has not accepted these Terms and Conditions in writing, Television Academy may cancel the Insertion Order without liability.
Payment Terms. The Insertion Order must be paid within [30/60] days of receipt of invoice. If Advertiser fails to make any payment due hereunder, Advertiser will be responsible for all reasonable expenses (including attorneys' fees) incurred by the Television Academy in collecting such amounts. Advertiser shall be responsible for all applicable taxes (other than those on the Television Academy's net income). If an agent is entering into this Agreement on behalf of Advertiser, the agent and Advertiser shall be jointly and severally responsible for all obligations and amounts owing hereunder. Any payment obligation that exists as of the termination or expiration of this Agreement will remain in effect.
Provision of Advertising Materials. Advertiser will provide all necessary materials for the advertisements in accordance with the Television Academy's policies in effect from time to time, including without limitation the manner of transmission to the Television Academy and the lead-time prior to publication of the advertisement. All contents of advertisements are subject to Television Academy's approval. The Television Academy shall not be required to publish any advertisement that is not received in accordance with such policies. Advertiser hereby grants to the Television Academy a non-exclusive, worldwide, fully paid license to use, reproduce and display the advertisement (and the content, trademarks and brand features contained therein) in accordance with this Agreement.
LIMITATION OF LIABILITY. EXCEPT FOR FRAUD OR THE INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL ANY PARTY BE LIABLE FOR ANY PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFIT OR REVENUE IN ANY ACTION ARISING FROM OR RELATED TO THESE TERMS AND CONDITIONS AND ANY INSERTION ORDER IN EFFECT. IN NO EVENT WILL TELEVISION ACADEMY'S LIABILITY FOR MONETARY DAMAGES OF ANY KIND UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY ADVERTISER TO TELEVISION ACADEMY OVER THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE ACTION.
In the event that Television Academy does not publish an advertisement in accordance with the schedule provided in an accepted Insertion Order, the sole liability of Television Academy to Advertiser shall be limited to one or more of the following, at Television Academy's sole discretion: (i) placement of the advertisement at a later time in a comparable position; or (ii) a pro rata refund of the advertising fee for undelivered advertisements.Representations and Warranties. Each party to this Agreement represents and warrants to the other party that (i) such party has all necessary right, power and authority to enter into this Agreement and to perform the acts required of it hereunder, and (ii) the entry into this Agreement by such party, and the performance by such party of its obligations and duties hereunder, do not and will not violate any agreement of such party or by which such party is bound. If Advertiser is represented by an agent in connection with this Agreement, Advertiser and the agent each represent and warrant that the agent has full authority to act on Advertiser's behalf and to bind Advertiser to this Agreement. Advertiser represents and warrants to Television Academy that each advertisement (i) is Advertiser's and/or the agent's own original work; (ii) does not infringe any intellectual property, confidentiality, publicity or privacy rights of any third party; (iii) is not defamatory; (iv) is not lewd, pornographic or obscene; and (v) is in compliance with all applicable laws and does not violate any laws regarding unfair competition, antidiscrimination or false advertising. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY ACKNOWLEDGES AND AGREES THAT THE OTHER HAS NOT MADE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.
Indemnity. Advertiser agrees to indemnify and hold harmless Television Academy and its affiliates and their respective employees, officers, directors, members, and agents, from and against all loss, liability, and expense, including attorneys' fees, suffered or incurred by reason of any claims, proceedings, or suites based on or arising out of (i) the use or publication of the Advertisement, including but not limited to claims for copyright infringement or trademark infringement, unfair competition, defamation, violation of rights or publicity and/or privacy, or breach of contract; or (ii) any alleged breach or breach of the representations, warranties, or covenants of this Agreement by Advertiser and/or its agents.
Entire Agreement. This Agreement (including any Insertion Order) constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements. If there is any apparent conflict or inconsistency between these Terms and Conditions and any Insertion Order, these Terms and Conditions shall control unless Television Academy expressly agrees otherwise in writing, regardless of any statement to the contrary in such Insertion Order. This Agreement may not be amended or superseded except in writing signed by both parties which specifically references the amendment or supersession of these Terms and Conditions.
Applicable Law. This Agreement will be construed in accordance with and governed by the laws of the State of California, without regard to principles of conflicts of law.
No Assignment. Advertiser may not resell, assign or transfer any of its rights hereunder. Any attempt to resell, assign or transfer such rights without the Television Academy's prior written consent shall be null and void.
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Last revised February 14, 2023
