STANDARD TERMS AND CONDITIONS (“STACs”) FOR URBAN ONE, RADIO ONE & REACH MEDIA SALES AGREEMENT
(“AGREEMENT”)

1. BILLING AND PAYMENT.
A. For the purposes of this Agreement: the term “Exhibition” shall refer to any advertising being purchased hereunder that is (i) broadcast on the radio and/or through other media and/or (ii) posted, placed, run, or otherwise displayed on a website, as applicable; the term “Exhibit” shall refer to the running of such Exhibition; and, the term “Advertiser” shall refer to (i) the entity that is ordering advertising on its own behalf (“Entity”) or (ii) when an agency is representing the Entity (“Agency”), then the term “Advertiser” shall refer to both the Agency and the Entity together, with both being jointly responsible for all obligations hereunder.
B. Advertiser has entered into this Agreement with the entity (“Company”) identified on the accompanying document, insertion order, emails with a Company representative, or Exhibition invoice, as applicable, (individually and collectively, these shall be referred to herein as the “Documentation”). Such Documentation may specify the networks or programs during which the Exhibitions shall be transmitted (collectively, the “Programs”) in accordance with the scheduled days and approximate times specified therein (the “Schedule”).
C. Company will bill the Advertiser using the standard broadcast month, unless otherwise provided. Payment is due to the Company by Advertiser within thirty (30) days of the billing date as set forth on the invoice. Company may require advance payment from any advertiser, including any political or issue advertisers, that (i) is newly established or has been established only for a limited or temporary time or purpose; (ii) does not routinely or regularly advertise with Company; (iii) has an uncertain credit history or (iv) has an unstable financial condition. If credit is extended, accounts that become past due may have credit revoked. In addition, Advertiser agrees to pay late fees at an interest rate equal to the prime rate plus ten percent (10%) compounded monthly on past due amounts, which shall be paid in addition to amounts paid for advertising. Further Advertiser agrees to pay collection fees and reasonable attorney fees, and such fees shall be payable as liquidated damages in an amount equal to the greater of thirty percent (30%) of the total amount of fees invoiced for advertising services and applicable late fees due or actual collection and attorneys’ fees due. If Advertiser is delinquent in payments to the Company, the Company reserves the right to offset the delinquency amount from any credit that may be owed to the Advertiser from another entity, station, or affiliate owned or operated by an affiliated entity of the Company.
D. The Company grants credit based on joint and several liability. Notwithstanding the party to whom Company issues invoices and/or bills, the Entity, Agency, and any service used by either for the purposes of performing media buying or similar services and/or for the purpose of paying such invoices (“Service”), shall all fully remain jointly and severally obligated to pay to the Company the amount of any invoices and/or bills issued by the Company within the time specified and until payment in full is received by the Company. Payments made to Agency and/or Service shall not constitute payment from Advertiser to the Company. Any fees owed to any Service for invoice paying, media buying, or other services shall not be deducted from payments due to Company. To induce Company to extend credit under credit sale terms as stated on invoices, Advertiser authorizes Company to contact the references and banks furnished by Advertiser. Such information shall be considered confidential and used solely for the consideration of extension of credit.
E. Invoices shall contain cost, dates, advertiser, time, length, and size (as applicable) of the Exhibition and, if a commercial code is requested in advance and supplied by the Advertiser, such code for each Exhibition. If any portion of an invoice is in dispute, Advertiser must notify Company in writing within fifteen (15) days of the invoice date. Advertiser agrees that the undisputed portion of the invoice will be paid on time, and a mutually agreeable settlement will be negotiated promptly on the portion in question.
F. All invoices from Company may be subject to an administration fee of two and one-half percent (2.5%) of the amount being invoiced (“Admin Fee”) to cover Company’s essential administrative functions related to billing systems and processes.
Payments from any source or entity that are subject to the Admin Fee but do not include the remittance of the Admin Fee shall be considered incomplete and subject to the provisions for delinquent payments in this Agreement.
G. In the event Advertiser fails to make payment, Company shall be entitled to the costs of collection including, but not limited to, the costs of any suit brought by Company, reasonable attorneys’ fees and other related fees and expenses. Advertiser agrees that any extension, forbearance or other payment modification shall not be considered an estoppel or release of Advertiser’s liability or obligations hereunder.
H. The Company warrants that all information shown on an invoice was taken from records of the Exhibition produced and maintained at the Company, and will be made available, as will other records adequate to verify performance of conditions of sale, upon reasonable request, for inspection by the Advertiser for a period of three (3) months from the month of Exhibition. This invoice shall provide evidence of proof of performance.
I. The Company reserves the right at any time to change the rates, discounts, or charges hereunder.
J. All sales, use, gross receipts, or similar taxes imposed upon Company, Entity, Agency, or Service shall be borne by Advertiser in connection with (i) Advertiser’s sponsorship of the Programs hereunder or (ii) Advertiser’s use of Company’s facilities. Company reserves the right to charge Advertiser, in whole or in part, the amount of any new or special taxes charged or assessed against Company on account of this Agreement or the performance of Company’s obligations hereunder.
K. If this Agreement is with a recognized Agency, a commission not to exceed fifteen percent (15%) (“Commission”) will be allowed on all time charges provided that (i) the Documentation does not state otherwise and (ii) Company’s invoice and/or bills are paid when due. If Advertiser is not represented by an agency recognized by Company, no deductions for Commission will be allowed. Company may invoice on a net basis to facilitate payment of any Commission. If Company issues an invoice on a gross basis and no Agency is specified at the time such invoice is generated, Company will not be liable for payment of Commission. Nothing herein relating to the payment of billings by Advertiser shall be construed to relieve or diminish Advertiser’s liability for breach of its obligations hereunder. If this Agreement is with a Service, all references herein to Advertiser and Agency shall apply to such Service.

2. TERMINATION.
A. Company may terminate this Agreement, without cause, upon giving Advertiser at least fourteen (14) days prior notice. Effective upon notice to Advertiser, the Company may terminate this Agreement at any time (i) upon material breach by Advertiser or (ii) if Advertiser’s credit is impaired, in the sole discretion of the Company. For the avoidance of doubt, any violation of applicable law by Advertiser automatically constitutes a material breach by Advertiser subject to immediate termination hereunder. If the Company terminates this Agreement pursuant to this Subsection, all unpaid accrued charges hereunder shall immediately become due and payable. Advertiser shall also pay, as liquidated damages, a sum equal to what Advertiser would have been obligated to pay hereunder.
B. Advertiser may, effective upon notice to the Company, terminate this Agreement at any time upon material breach by the Company. Upon termination pursuant to this Subsection, the Company shall pay as liquidated damages, a sum equal to the lesser of (i) the actual noncancellable out-of-pocket costs necessarily incurred by Advertiser through the date of such termination or (ii) One Hundred Dollars ($100.00). No commercial announcements hereunder, or any portion thereof, may be resold by Advertiser.
C. Unless otherwise specified, this Agreement is non-cancellable by Advertiser. If Company is not paid in accordance with the terms of this Agreement, or in the event of any other material breach of this Agreement by Advertiser (including but not limited to the cancellation), Company may, at its option, cancel this Agreement in addition to any other rights which it may have. Further, should the credit standing of Advertiser be at any time impaired in the opinion of Company, Company may, at its option, change the requirements as to the terms of payment for further Exhibitions or cancel any remaining Exhibitions, as Company sees fit. Upon such cancellation, Advertiser will promptly resolve any outstanding disputes regarding the account with the Company. All charges for Exhibitions prior to the date of such cancellation shall become immediately due and Advertiser agrees to pay such charges immediately. In addition, Advertiser will remain liable for (i) all inventory Company is unable to resell for the remainder of the Agreement and (ii) the variance in the price of the resold inventory, if the price of the resold inventory is less than the price specified in the Agreement.

3. OMISSION OF BROADCAST AND WEBSITE ADVERTISEMENT. If, as a result of an act of God, force majeure, public emergency, labor dispute, restriction imposed by law or government order, mechanical or computer breakdown or any other cause beyond the Company’s reasonable control, the Company fails to Exhibit any of the advertisements, the Company shall not be in breach hereof, but Advertiser shall be entitled to an adjustment as follows: (i) if no part of a scheduled Exhibition is made, a later Exhibition shall be made at a reasonably satisfactory substitute date and time, and if no such time is available the time charges allocable to the omitted Exhibition shall be waived; or (ii) if a material part, but not all, of a scheduled Exhibition is omitted, the time charges relating hereto shall be appropriately reduced. The foregoing shall not deprive Advertiser of benefit.

4. SCHEDULING, PREEMPTIONS, CANCELLATIONS & MAKEGOODS. The lineup of stations for Exhibition shall consist of the then-current lineup of stations clearing Programs. If a particular broadcast is not cleared, such unavailability or failure to clear shall not constitute a breach of this Agreement or vest in Advertiser any right to terminate this Agreement or recover damages. Company may terminate, reschedule, adjust lengths, and negotiate substitute Programs. The Schedule and/or Programs are on a rotation plan basis and subject to movability and/or preemption unless otherwise noted specifically in the Documentation. Company will endeavor to reschedule any preempted Exhibition in a comparable time period. Company may designate the methods in which Exhibitions will be integrated into programming. Company reserves the right to change the point of origination of the Programs, as well as the methods of transmission of the Programs and/or Exhibitions. The Company shall have the right to preempt or cancel all or part or any Exhibition, Program, or Schedule covered by this Agreement for any reason the Company deems to be of public interest or significance, or for any other reason the Company deems necessary, and Company shall not be in breach hereof. The Company will notify Advertiser of such preemption or cancellation as promptly as reasonably possible (“Preemption Notice”) and will determine the method and nature of any makegood for such preemption (the “Makegood”) to provide Advertiser. If the Advertiser believes that a Makegood is necessary without receiving a Preemption Notice, Advertiser must request such Makegood in writing within ninety (90) days following the date of the Exhibition that Advertiser believes the Company did not complete (“Advertiser Request”). In either case, the Makegood may consist of another Exhibition at a reasonably satisfactory substitute date and time, or some other type of credit, refund, or other concession, as determined by the Company in good-faith consultation with the Advertiser. The Company reserves the right to apply any Makegoods to an entity, station, or affiliate that is owned or operated by an affiliated entity of the Company (an “Affiliated Company”) if such Affiliated Company is running advertising for the Advertiser. If the Advertiser has not reached an agreement with the Company regarding a Makegood within one (1) year of the Preemption Notice or the Advertiser Request, as applicable, such Makegood shall be deemed forfeited by the Advertiser and the Company shall have no further obligation to provide any Makegoods. When payments are made upon invoice, Advertiser shall not be invoiced for charges allocable to the preempted or cancelled Exhibition and any such preemption or cancellation shall not affect the rates, discounts, or rights provided under this Agreement.

5. ADVERTISING MATERIALS.
A. Collectively, the “Advertising Materials” shall be defined as: (i) commercial materials and/or content from any source, including but not limited to, any materials that may contain content generated in whole or in part by artificial intelligence; (ii) prizes, items, or materials to be used by the Company in connection with the Exhibitions; (iii) website advertising materials and/or content; and (iv) program materials and/or content including talent, disclosures, announcements, and disclaimers, including any audio and digital political and issue advertisements (collectively, the “Political Ads”) and synthetic content that inauthentically depicts real or realistic-looking people or events by altering images, videos, or audio content (collectively, the “Synthetic Content”). Advertising Materials shall be furnished by the Advertiser and shall be delivered to the Company at Advertiser’s sole cost and expense. For Radio One & Urban One, Advertiser shall deliver all Advertising Materials at least one (1) business day in advance of Exhibition; provided, however, Advertising Materials that required Company-produced elements shall be delivered at least two (2) business days in advance of Exhibition. For Reach Media, Advertiser must submit commercial copy ten (10) business days before initial Exhibition for standards/technical review. Except with respect to Political Ads, all Advertising Materials furnished by Advertiser (i) shall not be contrary to the public interest, (ii) shall conform to the Company’s then existing advertising policies, program and operating policies, and quality standards, (iii) are subject to the Company’s prior approval and continuing right to reject or to seek edits from Advertiser to such Advertising Materials, and (iv) performing rights in all musical compositions contained in the Advertising Materials provided hereunder are either controlled by BMI, ASCAP, or SESAC, are in the public domain, or are controlled by the Entity or Agency to the extent required for the purpose of this Agreement. The Company will not be liable for loss or damage to the Advertising Materials. If Advertiser requests within thirty (30) days of last Exhibition hereunder, the Company shall return Advertising Materials at Advertiser’s expense, otherwise Company has the right to dispose of the Advertising Materials at any time after such thirty (30) day period.
B. If Advertiser fails to furnish Advertising Materials or fails to modify, edit, or furnish satisfactory substitutions for Advertising Materials in a timely manner that have been rejected by Company as herein provided, Company shall have the right, without prejudice to any of its other rights hereunder, to furnish and Exhibit new or modified materials or to furnish promotional or public service announcements or substitute compliant materials in place of the Advertising Materials without identification of Advertisers, as Company may deem appropriate at Advertiser’s cost and expense. No such action by Company under this subparagraph shall relieve Advertiser of its obligation to pay Company the commissionable package price and, in addition, to pay for all other charges provided for under this Agreement.
C. Social security, union payments, employment tax obligations, and all other obligations related to talent hired by Advertiser for the Advertising Material shall be the sole responsibility of Advertiser. Except for the Company’s gross negligence, Company shall not be liable for loss, theft, destruction, or damage to any Advertising Materials however caused.
6. POLITICAL AND ISSUE ADVERTISING. All Political Ads must comply with the sponsorship identification requirements of §317 of the Communications Act, §73.1212 of the Federal Communication Commission (“FCC”) rules, and Federal Election Commission rules. The Company reserves the right to insert such sponsorship identification into any Political Ads that fail to include the requisite identification even if the insertion of such identification causes a portion of the Political Ads to be deleted. As of August 15, 2024, the FCC requires a specific disclosure of any foreign governmental entity (and the country it represents) that provides broadcast material pursuant to issue advertising and certain other ads (47 CFR §73.1212(j)). Advertiser shall inform the Company if the Advertiser is a foreign governmental entity or knows that a foreign governmental entity was involved in the production or distribution of the advertisement. If Political Ads contain Synthetic Content, the Political Ads must disclose the presence of such Synthetic Content in clear and conspicuous language placed in a location where it is likely to be heard by people listening to and/or seen by people watching such Political Ads. The need for such disclosures and the sufficiency thereof shall be determined by the Company in its sole discretion. For a federal candidate to receive the lowest unit charge for the class of time purchased, all advertisements that refer to opposing candidates must contain a statement that is read by the candidate that (i) identifies the candidate and the office the candidate is seeking and (ii) states the candidate approved the broadcast. Any digital Political Ads must clearly state (i) that it is a “paid political advertisement”; (ii) the political affiliation of a candidate for partisan office; (iii) by whom the advertisement was paid; and (iv) by whom the advertisement was authorized. If the advertisement is not authorized by the candidate, his or her authorized political committee, or its agents, the advertisement must clearly state that it is not authorized by any candidate or candidate’s committee and must include the name and residence address of the individual responsible for the advertisement. In no event may a political advertisement imply the incumbency of a candidate who is not in fact the incumbent. All political advertisers (candidate and non-candidate) are subject to and must comply with the FCC rules concerning political advertising and the provision of FCC required paperwork. Payment for all issue advertising must be paid in cash in advance.

7. LEAD GENERATION.
A. The Company may collect personal information from individuals on its platform(s) and generate leads, including, without limitation, by prompting individuals to provide information that may include the individual’s name, email address, phone number, city, zip code, birthday, and gender (such information collectively, the “Lead”). The Company will transmit Leads to Advertiser as mutually agreed upon, and Advertiser agrees to pay Company for any Leads delivered to Advertiser in accordance with the BILLING AND PAYMENT terms above.
B. As between the Company and Advertiser, the Leads shall be owned by Advertiser subject to the limitations set forth in this Agreement; provided however, Advertiser hereby grants the Company and its affiliates the perpetual, worldwide, fully paid, royalty-free right and license to use the Leads. Advertiser shall only use the Leads (including any underlying personal information) for Advertiser’s own lawful business use, and in strict compliance with all applicable laws, rules, regulations, guidelines and principles issued by any governmental entity, and any recognized industry self-regulatory principles and standards relating to data protection, privacy, interest-based advertising, and consumer notice and choice about online marketing applicable in the location or region where Leads and personal information are collected, stored, used or processed (“Applicable Laws”), this Agreement and its privacy policy.
C. Subject to the foregoing license to the Company and its affiliates and except as expressly authorized under this Agreement, Advertiser shall not, nor permit or assist any third party to (i) sell, rent, market, lease, loan, license, modify, transfer, provide access to, disclose, assign, reproduce or sublicense the Leads to any third party; (ii) make derivative works of any Leads; (iii) collect, use, or disclose any Leads or personal information in a manner that violates any Applicable Laws; (iv) use the Leads or personal information in connection with the provision or sale of online behavioral or interest-based advertising or the development of individual profiles; (v) aggregate or combine Leads or personal information into databases; (vi) use the Leads or personal information with any other data, including with any social security numbers and other government-issued identifiers, insurance plan numbers, financial account numbers, health information or any other sensitive personal information or data of individuals or households who have opted-out of targeted advertising; (vii) use the Leads or any information obtained from the Leads, in any manner, in whole or in part, as a factor in establishing a consumer’s eligibility for credit, insurance, health care, or employment; (viii) attempt to use the Leads, on their own, or in combination with other data or personal information held by or available to Advertiser to identify any individual person, family, household, employer, institution or organization; or (ix) otherwise use the Leads on behalf of any third party. Company may, at any time, impose additional restrictions and/or prohibitions on the use of Leads to the extent such restrictions and/or prohibitions are imposed on the Company by any Applicable Laws.
D. If Advertiser receives any Leads (a) that contain any personal information of individuals or households who have elected to opt-out of tracking, targeting, advertising or other data use cases; or (b) where the Company notifies Advertiser that all or a portion of such Leads consist of individuals or households who have elected to opt-out of tracking, targeting, advertising or other data uses-cases, Advertiser shall disassociate, and not otherwise engage in, any such opted-out tracking, targeting, advertising or other data uses-cases of such individuals or households.
E. Advertiser is solely responsible for maintaining the integrity of the Leads and personal information after delivery and for any Advertiser applications, software or systems that store, use, or process the Leads and personal information. The Company shall in no event be responsible or liable for any impact on the integrity or accuracy of the Leads and/or personal information, or any data or information derived therefrom, that results from any of Advertiser’s applications, software, or systems.
F. Advertiser shall implement and maintain appropriate administrative, physical, and technical safeguards (“Safeguards”) that prevent any unauthorized collection, use or disclosure of, or access to the Leads and any personal information, and that meet or exceed best industry practice. Such Safeguards must include, at a minimum: (a) adequate physical and technical security of any systems on which the Leads and personal information are processed, maintained and/or stored; (b) commercially reasonable precautions taken with respect to the employment of and access given to Advertiser employees and personnel who have access to the Leads and personal information; and (c) an appropriate information security program consistent with the requirements under Applicable Laws and this Agreement.
G. The Company may, immediately without prior notice, suspend or discontinue generating or providing Leads to Advertiser (i) as the Company deems necessary to comply with any Applicable Laws or if a change in any Applicable Law precludes provision of the Leads or personal information; (ii) as the Company deems necessary to avoid or prevent the violation of any privacy right or other third party right; (iii) in the event the Company determines that Advertiser has breached its obligations under this Agreement, or has wrongfully used the Leads or personal information; or (iv) in the event the Company determines Advertiser’s access to or use of any Leads or personal information may subject or expose the Company to any liability.

8. INDEMNIFICATION. Advertiser is solely responsible for the Advertising Materials, including all political or issue advertisements. Advertiser represents and warrants that Advertiser has secured all necessary public performance rights, synchronization licenses, and, if applicable, master use licenses, as well as any other necessary intellectual property or other rights needed from any third party to use musical compositions and sound recordings, synchronization, master use, or other rights needed to use such music. Advertiser represents and warrants that it has all necessary rights to any materials incorporated into the Advertising Materials including but not limited to all broadcast, analog, digital, or syndication rights. Advertiser is in no way relying on any rights of Company or its affiliates to any intellectual property or use rights. Advertiser will indemnify and hold harmless the Company, its parents, subsidiaries, and affiliates, and their respective officers, directors, employees, and agents (“Company Indemnitees”) from and against all claims, demands, debts, obligations, injuries to person, damages to property, or charges including reasonable attorneys’ fees and disbursements (collectively, the “Claims”) which arise out of or result from: (i) the Company’s Exhibition (including without limitation use, broadcast, contemplated broadcast, simulcast, Internet streaming, website posting, and/or any other running or display) of any Advertising Materials; (ii) any content or materials furnished by the Company at the request of Advertiser, Agency, or Service used or incorporated into the Advertising Materials; (iii) any failure of Entity, Agency, or Service to comply with its obligations described in this Agreement or any Applicable Laws; (iv) the use by Entity, Agency, or Service of the Leads; (v) defamation, unlawful competition or trade practice, infringement of intellectual property or other property or personal rights (including but not limited to public performance rights with respect to music, spoken word, or any other copyrightable material embodied in Advertising Materials or exhibited during an “Event,” as described below); (vi) any breach or violation of any sort of the Entity, Agency, or Service of their representations and warranties described in this Agreement; and/or (vii) the products, services, operations, data, representations or warranties relating to, directly or indirectly, any Advertising Materials or to the businesses, services, operations, or prizes of the Entity, Agency or Service. The Company shall properly notify and cooperate with the indemnitor with respect to any claim. The provisions of this Section shall survive the termination or expiration of this Agreement.

9. ADDITIONAL INDEMNIFICATION & INSURANCE FOR ON-SITE EVENTS. If the Company shall be on site for an event at the request of the Advertiser (“Event”) at a venue owned or operated by the Advertiser or at a venue that the Company or the Advertiser hires for the purposes of conducting the Event (“Venue”), this Section shall also apply to this Agreement:
A. Advertiser agrees to indemnify and hold harmless Company Indemnitees from and against all Claims that may be asserted against the Company Indemnitees that may arise resulting directly or indirectly from its breach of this Agreement, any music played or otherwise exhibited at the Event regardless of the party exhibiting such music, and/or the negligent act or omission of Advertiser or any contractors, staff, agents, or employees of the Advertiser in connection with the Event at the Venue.
B. For Venues owned and/or operated by the Advertiser: Advertiser shall maintain and pay all premium costs for the following
insurance coverage that shall be applicable to and effective through the date of the Event: General Liability Insurance:
$1,000,000 each occurrence, $2,000,000 aggregate; Liquor Liability Insurance: $1,000,000 each occurrence (if alcoholic beverages will be served at the Event); Workers’ Compensation: $100,000 per accident, $500,000 per policy, $100,000 per employee; and Excess Umbrella coverage: $1,000,000 per occurrence, $2,000,000 aggregate. At least five (5) days before the Event begins, Advertiser shall provide Company with a Certificate of Insurance displaying the following as an Additional Insured (excluding the Workers’ Compensation insurance): Urban One, Inc., its subsidiaries and affiliates, and their respective officers, directors, employees, agents, and representatives are Additional Insured pursuant to a written contract.
C. For Venues not owned and/or operated by the Advertiser, Advertiser shall be responsible for making sure that the owner and/or operator of the Venue where the Event will be held complies with all of the insurance and certificate requirements described herein.

10. GENERAL.
A. The Company will Exhibit the Advertising Materials covered by this Agreement on the dates at the approximate hourly times provided on the Documentation. Company may also, at its sole discretion, Exhibit the Advertisements hereunder on associated transmitters and the Internet.
B. Company may assign this Agreement to any company acquiring all or a portion of its media business or to any entity controlling, controlled by, or under common control with, Company. Any assignment of this Agreement by Advertiser without the consent of the Company shall be void.
C. Advertiser shall not assign this Agreement; provided that if the Advertiser is the Agency, it may assign to another agency which succeeds its business of representing Entity, provided such other agency assumes all its obligations hereunder. Upon notice to Company, Advertiser may change its Agency and only the successor Agency shall be entitled to commissions under the same terms and conditions as the original Agency as described herein, if any, on billings thereafter. The Company is not required to Exhibit advertising hereunder for the benefit of any person other than Advertiser, or for a product or service other than named on the Documentation.
D. If Advertiser has executed an Agreement without Documentation, this Agreement will be considered executed, with any and all parts of this Agreement becoming fully enforceable, upon the airing of any Exhibition by Company specified in this Agreement or any modification of this Agreement.
E. Neither party will disclose to any person or entity, directly or indirectly, without the prior approval of the other party (i) the terms of this Agreement, or (ii) any other non-public information relating to the other party obtained by virtue of this Agreement or the transactions contemplated by this Agreement, except on a confidential basis to its business, legal and financial advisors or as is required to be disclosed under applicable law or by legal process.
F. The Company does not discriminate in the sale of advertising and will not accept any advertising intended to discriminate based on race or ethnicity. Advertiser confirms that it is not buying airtime under this Agreement for any discriminatory purpose, including but not limited to choosing not to advertise with certain entities, stations, or affiliates because of the race or ethnicity.
G. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
H. THE COMPANY AND ITS PARENT AND/OR SUBSIDIARIES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, NATURE, OR DESCRIPTION, EXPRESS OR IMPLIED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE STATION OR ITS REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
I. This Agreement contains the entire understanding between the parties, cannot be modified or terminated orally, and shall be construed in accordance with the laws of the jurisdiction in which the Company is located, and the parties consent to the exclusive jurisdiction of the state and federal courts in the city and/or county where Company is located. When there is any inconsistency between these STACs and a specific provision on the Documentation, the specific provision of the Documentation shall govern. Digital and social components of any campaign shall be governed by the IAB Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, Version 3.0. Failure of either party to enforce any of the provisions hereof shall not be construed as a general relinquishment or waiver of that or any other provision. All notices hereunder (except for notices under SCHEDULING, PREEMPTIONS, CANCELLATIONS & MAKEGOOD Section above) shall be in writing given only by prepaid overnight delivery or mail, with an email courtesy copy, addressed to the other party at the address and/or email on the Documentation, and shall be deemed given on the date of dispatch. In the event any notice hereunder is given via email, such notice shall only be valid if receipt is affirmatively confirmed by the recipient.