July 1, 2019
NEXSTAR DIGITAL TERMS AND CONDITIONS
Terms and Condition govern the relationship between you and Nexstar Digital LLC ("NXD").
1. DEFINITIONS AND INTERPRETATION
In these terms and conditions, the following definitions apply unless otherwise stated:
- "Affiliate" means any entity that directly or indirectly controls, is controlled by or is under common control with NXD. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have correlative meanings.
- "Agreement" means these Terms and Conditions, together with the applicable Insertion Order.
- "Business Day(s)" means a day (other than a Saturday, Sunday or public holiday) when banks are open for business.
- "Client", "you" or "your" means a company, entity or individual having work performed by NXD, pursuant to the Insertion Order.
- "Creative" means a file or snippet of code that can be rendered as a display advertisement, including but not limited to, banner ads (with or without functionality such as expanding, video in banner, etc.), landing pages, or other related elements.
- "Effective Date" means the start date as set forth in the applicable Insertion Order.
- "Force Majeure Event" means an event beyond the reasonable control of either party, including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
- "Harmful Code" means content or other material that contains software viruses, worms, Trojan horses, time bombs, cancelbots, or other harmful computer code, files, scripts, agents, programs or programming routines.
- "Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
- "Insertion Order(s)" or "IO" means a mutually agreed document that provides a description of the Services offered to Client for a certain fee and time frame.
- "Party" means NXD or Client, and "Parties" means NXD and Client collectively.
- "Rich Media" means an advertisement that includes advanced features like video, audio or other elements that encourage viewers to interact and engage with the content.
- "Services" means the services NXD will provide to the Client as specified in the Insertion Order.
- "Specification" means the description or specification of the Services in the Insertion Order.
- "Terms" or "Terms and Conditions" mean these terms and conditions as updated from time to time by NXD.
- "Website" means a connected group of pages on the Internet.
- "White Label Work" means Services provided by NXD to a Client who rebrands these services as their own for the benefit of the Client"s customer(s).
Where these Terms use words in their singular form, they shall also be read to include the plural form of the word and vice versa. Where these Terms use words which denote a particular gender, they shall be also read to include all genders and vice versa. The headings in this document are inserted for convenience only and shall not affect the construction or interpretation of these Terms
2. TERMS AND CONDITIONS/INSERTION ORDER
These Terms and Conditions shall apply to all Insertion Orders between NXD and the Client to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Client shall ensure that the terms of the IO and any relevant Specification are complete and accurate. The IO shall only be deemed to be accepted when the Client and NXD sign the IO.
3. NXD OBLIGATIONS AND WARRANTIES
- NXD warrants that it will provide the Services as stipulated in the Insertion Order using reasonable care and skill to conform in all material respects with the Specification. NXD MAKES NO OTHER, AND HEREBY EXPRESSLY DISCLAIMS, ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, REGARDING NXD’S SERVICES OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. THE SERVICES ARE MADE AVAILABLE “AS IS” AND “AS AVAILABLE”.
- NXD shall use all commercially reasonable efforts to meet any performance dates specified in the Insertion Order but any such dates shall be estimates only and time shall not be of the essence for the provision of the Services. NXD shall have the right to make any changes to the Services which are necessary to comply with any applicable law. NXD shall be entitled to use an Affiliate or .other subcontractors for the provision of the Services provided always that NXD shall remain liable to the Client for the performance of the Services as if it had carried them out itself. Subject to this Section 3.2, an initial preview link for the Creative shall be provided to the Client within the performance dates specified in the Insertion Order. After receipt of the initial preview link for the Creative, Client will have up to three (3) rounds of revisions to the Creative. If Client requires revisions beyond three (3) rounds, Client will pay NXD for the additional revisions at a rate of $125 per hour. NXD reserves the right to modify, adjust or cease the Services provided under the Insertion Order or the Agreement at any time with prior notice to Client. Except for reimbursement of any pre-paid fees, NXD will not be liable to the Client or to any third party for any modification, adjustment or cessation of any of the Services provided under the Insertion Order or the Agreement.
4. CLIENT’S OBLIGATIONS AND WARRANTIES
- The Client warrants that (a) the Client holds the necessary corporate power, authority, permits, licenses and rights to grant all the rights granted to NXD under the Agreement, (b) none of the content or other material provided by the Client to NXD contains Harmful Code, (c) the Client’s execution of the Insertion Order, and its performance of obligations and duties under the Agreement, will not violate any agreement to which the Client is a party or is otherwise bound, (d) the Client possesses all authorizations, approvals, consents, licenses, permits, certificates or other rights and permissions necessary to display its Website(s) and purchase services, and display and distribute (and allow others to display and distribute) content, for such Website(s) and/or the Client’s business, (e) no part of the content for Client’s Website(s) and/or the Client’s business will be defamatory, libelous, or violate any laws statutes, ordinances, or regulations, including without limitation, laws and regulations governing export control, false advertising or unfair competition.
- The Client shall provide assistance and technical information to NXD, as reasonably required by NXD in sufficient time to facilitate the fulfillment of the Insertion Order in accordance with any estimated delivery dates or milestones. The Client shall have sole responsibility for ensuring the accuracy of all information provided to NXD and warrants and undertakes to NXD that the Client’s employees assisting in the fulfillment of the Insertion Order have the necessary skills and authority to assist accordingly. The Client shall be obliged as quickly as possible and within the agreed deadline to comment on and or approve materials provided under the Services, including (without limitation) advertising copy, search terms and graphic material submitted by NXD. In addition, the Client shall be obliged as quickly as possible and within the agreed deadline to implement changes on Websites, in IT systems or where it may otherwise be required by NXD. The Client shall be obliged to inform the Company immediately of changes of domain names, Websites, technical setup and any other material information regarding the technical infrastructure which may affect the Services delivered by NXD. In the event that the Client fails to undertake those acts or provide those materials required under this Section 4 within any agreed deadline (and at least within 10 Business Days of the date requested by NXD) NXD shall be entitled to invoice for the Services that it has supplied and the remaining Services specified in the Insertion Order whether or not NXD has been able to deliver them.
- With respect to the Client’s use of the Services, the Client shall comply with (a) all applicable rules, regulations, and laws, and (b) the rights of third parties, including (without limitation) Intellectual Property Rights, data privacy, international communications, and the transmission of technical or personal data. NXD shall comply with all applicable laws in its provision of Services to Client.
- With respect to the Client’s use of the Services, the Client will not (a) send, store or use Harmful Code, (b) use, reproduce, distribute or transmit content, nor make available on or through its Website any material or service, that (i) is harmful, abusive, hateful, obscene, libelous, threatening or invasive of others’ privacy, or (ii) constitutes false or fraudulent advertising, (c) misrepresent its identity, use or attempt to use any unauthorized identification (including without limitation, use of third party logo, name or other identifier), or imply, infer, state or publish that content or materials provided by the Client are provided, endorsed, sourced or otherwise approved by any third party without such third party’s express permission to do so, (d) interfere with, disrupt the integrity or performance of, or attempt to gain unauthorized access to the systems or network of NXD, its Affiliates or subcontractors, (e) use the Services provided under the Agreement to infringe the Intellectual Property Rights or proprietary rights of any third party or to violate any applicable law rule or regulation, or (f) publicly disseminate information or analysis regarding the Services provided pursuant to the Agreement.
- As standard across the Services and unless otherwise notified, the Client shall be exclusively responsible for implementing the optimization changes recommended by NXD. As notified by NXD, in certain cases for amendments to existing optimizations, the Client shall allow NXD use of the site’s FTP or content management system’s username and password in order to gain access to add in keywords.
5. CLIENT’S INDEMNITIES
The Client shall indemnify and keep NXD, its officers, directors, employees, agents, representatives, and affiliates indemnified fully against all liabilities, damages, losses, costs, expenses and settlements whatsoever and howsoever incurred by NXD in respect of any third parties as a result of (a) the provision of the Services in accordance with the Insertion Order, Specification, or the Agreement, (b) the content of the Client’s advertising or Websites which result in claims or proceedings against NXD, or (c) Client’s breach of any representation or warranty set forth in the Agreement. NXD shall indemnify and keep Client indemnified fully against all liabilities, damages, losses, costs, expenses, or settlements incurred by Client in respect of any third parties as a result of any infringement of any patent, copyright, trademark, trade secret, or intellectual property right of a third party.
- Unless otherwise expressly stated, all prices shall be in U.S. Dollars and shall be exclusive of taxes, tariffs, imposts, duties and similar charges (collectively, “taxes”). The Client shall pay all sales, use, excise and other taxes which may be levied upon either party in connection with the Agreement, except for income taxes. In the event that taxes are introduced or changed during or after the fulfillment of the Insertion Order, NXD shall be entitled to adjust the agreed prices accordingly.
- The Client acknowledges that certain Services may involve the licensing of third party Intellectual Property Rights and that the Client may be required to enter into a license directly with such third party. Unless otherwise expressly stated, all prices shall be exclusive of costs for the acquisition of Intellectual Property Rights for materials to be included in marketing materials, including if relevant (but without limitation) pictures and licenses from third party owners and licensors. Unless otherwise stated, the price set forth in the Insertion Order shall be the stipulated amount required to perform the Services. While every effort is made to ensure that cost estimates are accurate, NXD reserves the right to amend any estimate, should an error or omission occur, upon notice to Client.
- XD shall invoice or process reoccurring fees for the Client monthly, either in advance if credit has not been established, or following delivery of the Services if credit has been established. If the Client has established pre-approved credit, the Client shall pay each invoice submitted by NXD within thirty (30) days of the date of the invoice. The invoice number shall be stated on all payments and payment by check, credit card or bank transfer are accepted. Continuation of credit privileges is dependent upon the Client’s prompt payment. Payment must accompany the Insertion Order if the Client has not established credit with NXD. The Client shall pay all amounts due under the Agreement in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against NXD in order to justify withholding payment of any such amount in whole or in part. NXD may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by NXD to the Client. If the Services performed are specific to Facebook campaigns, Client must pay NXD a nonrefundable fee of 50% of the total social media budget, unless otherwise set forth in an applicable Insertion Order.
- NXD expressly reserves all rights at all times to bring any legal action it considers appropriate to recover any unpaid sums. All costs of collection, including reasonable attorneys’ fees and expenses, incurred by NXD shall be borne by the Client. Client shall pay all sales, use excise and other taxes. Late payment shall be considered as constituting a material breach of the Agreement entitling NXD (at its discretion) to cancel the Agreement or to affirm the Agreement and assert any available remedy for breach. If an invoice provided to a Client is not paid by Client more than ninety (90) days after payment is due, NXD reserves the right to refuse or postpone Services. If the Client subsequently requires NXD to complete the work within a shorter time frame than specified in the Insertion Order, NXD reserves the right to charge additional sums to prioritize such projects ahead of pre-planned work upon notice to Client.
8. DELAYS AND COMPLAINTS
- In the event that the Client proves that the Services are delayed or not in accordance with the Agreement, NXD shall remedy or redeliver, at its own discretion, without undue delay. In the event that the Services continue to not be in accordance with the Agreement after reasonable attempts have been made to remedy this, the Client shall be entitled to terminate the Insertion Order in accordance with Section 12. Complaints concerning delays or breach of the Agreement shall be submitted immediately after the time when the Client became or should have become aware of the matter. If the Client fails to bring the defect (unless by its very nature it is impossible to ascertain within such a period) to the attention of NXD within 48 hours, the Client shall be deemed to have accepted the Services and shall not be entitled to assert remedies based on delays or breach of the Agreement. The Client’s exclusive remedies for late delivery or Services not conforming with the Agreement are as specified in this Section 8 and, if the remedies set out in these Terms have been exhausted, the Client’s final remedy is limited to termination of the Agreement and NXD’s sole liability is to refund any payments for Services not conforming with the Agreement as it relates to such late delivery, subject to the limitations set out in Section 9 below.
- The Client hereby acknowledges that certain Services rely upon goods and/or services being provided by third parties (“Third Party Services”). The Client acknowledges that the Third Party Services will be governed by that third parties’ terms and conditions and that NXD cannot provide any warranties in respect of the Third Party’s Services and will not be liable to the Client for any delays and/or failings in respect of the same. NXD’s only responsibility in respect of the Third Party Services is to take reasonable care and skill when selecting the providers of the same.
9. LIMITATION OF LIABILITY
- EXCEPT AS EXPRESSLY STATED IN THIS SECTION 9, NXD SHALL HAVE NO LIABILITY TO THE CLIENT FOR ANY LOSS OR DAMAGE WHATSOEVER ARISING FROM OR IN CONNECTION WITH THE PROVISION OF THE SERVICES OR FOR ANY CLAIM MADE AGAINST THE CLIENT BY ANY THIRD PARTY. WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, NXD SHALL HAVE NO LIABILITY FOR ANY LOSSES OR DAMAGES WHICH MAY BE SUFFERED BY THE CLIENT WHETHER THE SAME ARE SUFFERED DIRECTLY OR INDIRECTLY OR ARE IMMEDIATE OR CONSEQUENTIAL WHICH FALL INTO THE FOLLOWING CATEGORIES: ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING UNDER OR IN RELATION TO THE AGREEMENT EVEN THOUGH NXD WAS AWARE OF THE CIRCUMSTANCES IN WHICH SUCH DAMAGES OR LOSSES COULD ARISE; LOSS OF PROFITS; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS OPPORTUNITY OR GOODWILL; LOSS OF DATA; AND FRAUDULENT CLICKS ON ANY OF THE CLIENT’S ACCOUNTS MANAGED BY NXD. TO THE EXTENT SUCH LIABILITY IS NOT EXCLUDED PURSUANT TO THIS SECTION 9, NXD’S TOTAL LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR OTHERWISE) UNDER OR IN CONNECTION WITH THE AGREEMENT OR BASED ON ANY CLAIM FOR INDEMNITY OR CONTRIBUTION (INCLUDING FOR DAMAGE TO TANGIBLE PROPERTY) OR OTHERWISE WILL NOT IN ANY EVENT EXCEED THE AMOUNTS PAID TO NXD DURING THE SIX MONTHS PRIOR TO THE DATE ON WHICH THE CLAIM AROSE. IN LIEU OF ANY CONTRACTUAL LIABILITY OR POTENTIAL REFUND UNDER THE AGREEMENT, NXD MAY ELECT TO PROVIDE CLIENT WITH A “MAKE-GOOD” IN THE FORM OF SUBSTANTIALLY SIMILAR SERVICES AS SET FORTH IN THE INSERTION ORDER, IF THE “MAKE-GOOD IS PROVIDED WITHIN A REASONABLE PERIOD OF TIME AFTER THE LIABILITY HAS ACCRUED.
- NXD SHALL NOT BE LIABLE FOR DOWNTIMES, INTERFERENCE IN THE FORM OF HACKING, VIRUS, DISRUPTIONS, INTERRUPTIONS, FAULTY THIRD-PARTY SOFTWARE, SEARCH ENGINES OR WEBSITES ON WHICH A SERVICE IS DEPENDENT OR OTHER DELIVERIES FROM A THIRD PARTY. NXD SHALL USE COMMERCIALLY REASONABLE EFFORTS TO ASSIST IN REMEDIAL MEASURES IF SO REQUESTED BY THE CLIENT. ANY WORK CONNECTED WITH REMEDIAL MEASURES AS DESCRIBED ABOVE SHALL BE CHARGED TO THE CLIENT SEPARATELY IN ACCORDANCE WITH THESE TERMS OR (AT NXD’S DISCRETION) NXD’S PRICE LIST APPLICABLE FROM TIME TO TIME. NXD SHALL NOT BE LIABLE FOR ANY CHANGES MADE WITHOUT NOTICE BY THE CLIENT OR A THIRD PARTY EMPLOYED BY THE CLIENT TO DOMAIN NAMES, WEBSITES, LINKS, TECHNICAL SETUP ETC. AND AFFECTING THE SERVICES DELIVERED BY NXD. PRECEDING OR SUBSEQUENT WORK CONNECTED WITH ANY ADJUSTMENTS REQUIRED AS A RESULT OF SUCH CHANGES SHALL BE CHARGED TO THE CLIENT IN ACCORDANCE WITH THESE TERMS OR ON THE BASIS OF NXD’S PRICE LIST APPLICABLE FROM TIME TO TIME AT NXD’S DISCRETION. NXD SHALL NOT BE LIABLE FOR NON-PERFORMANCE OR DELAYS DUE TO ACTIONS OUTSIDE OF ITS CONTROL. NXD SHALL NOT BE LIABLE FOR SERVICES RELATING TO SEARCH ENGINE OPTIMIZATION, LINK BUILDING, ADVERTISEMENTS, BANNERS OR SPONSORSHIPS LEADING TO A MINIMUM NUMBER OF VIEWS, POSITION OR FREQUENCY IN SEARCHES ON RELEVANT WORDS OR OTHERWISE. IN ADDITION, NXD SHALL NOT BE LIABLE FOR ENSURING THAT SUCH SERVICES LEAD TO A CERTAIN VOLUME OF TRAFFIC, NUMBER OF CLICKS, REGISTRATIONS, PURCHASES OR THE LIKE. NXD SHALL NOT BE RESPONSIBLE FOR URLS DROPPED OR EXCLUDED BY A SEARCH ENGINE FOR ANY REASON. IF THE CLIENT DOES NOT IMPLEMENT SOME OR ALL OF NXD’S RECOMMENDATIONS, NXD SHALL NOT BEAR ANY LIABILITY FOR ANY LACK OF SUCCESS EXPERIENCED BY THE CLIENT RELATING TO THE SERVICES. FOR ANY WHITE LABEL WORK, THE CLIENT UNDERSTANDS AND AGREES THAT NXD HAS NO CONTRACTUAL RELATIONSHIP AND THEREFORE NO LIABILITY IN RESPECT OF THE ULTIMATE CLIENT WITH WHOM THE CLIENT AGREES TO PERFORM THE WHITE LABEL WORK.
10. INTELLECTUAL PROPERTY RIGHTS
- It is the responsibility of the Client to ensure that they have the right to use any Intellectual Property Rights when they provide any text, image or other content (“Materials”) to NXD for incorporation into the Services and the Client hereby grants or agrees to procure the grant of (as applicable) a royalty-free, irrevocable, perpetual, worldwide license to NXD to use such Materials for the purposes of providing the Services for the duration of the Agreement. Unless expressly stated otherwise in these Terms or in the Insertion Order, the Intellectual Property Rights created, developed, subsisting or used in connection with the Services and whether in existence at the date hereof or created in the future shall vest in and be the property of NXD or the relevant third party from whom NXD has acquired a right of use with a view to fulfilling the Insertion Order. Notwithstanding the foregoing, NXD shall remain the sole and exclusive owners of all right, title and interest in and to the Pre-Existing Materials (as defined herein). Pre-Existing Materials are deemed any content, materials, texts, or other works provided or developed by NXD or its contractors prior to the Agreement. NXD grants to Client a perpetual, royalty-free, worldwide license to use, reproduce, modify, display, perform, distribute copies of, create copies of, and prepare derivative works based on such material if made a part of the Creative.
- The Client agrees to execute and deliver such documents and perform such acts as may be necessary from time to time to ensure such Intellectual Property Rights vest in NXD. The Intellectual Property Rights as mentioned in this Section shall not be used, assigned, distributed, copied, forwarded to online or offline activities by the Client without a separate, express written agreement. If NXD makes any platform or reporting services available to the Client as part of the fulfillment of the Insertion Order, the Client shall only acquire a non-exclusive, personal, non-transferable license to use such material until the Services under the Agreement cease. The Client hereby irrevocably grants NXD licenses to use and display the Client’s name, figure, logo etc. as a reference on NXD’s Website, other marketing materials or types of media while they are a Client of NXD and for 18 months after the Agreement terminates.
11. CONFIDENTIALITY AND PERSONAL DATA
A Party (“Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other Party (“Disclosing Party”), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Agreement, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This Section shall survive termination of the Agreement. During the term of the Agreement and for a period ending 5 years from the date of its conclusion, NXD shall take the same care as it uses with its own confidential information, to avoid, without the Client’s consent, the disclosure to any third party (except a subcontractor working on the Services who is subject to similar undertakings of confidentiality) of any of the Client’s business or operational information which the Client has designated as confidential.
12. TERM, TERMINATION AND ASSIGNMENT
- These Terms shall commence on the Effective Date and shall expire one year from the Effective Date, unless earlier terminated in accordance with this Section (“Term”). Without limiting its other rights or remedies, each Party may terminate these Terms: (i) in the event of a material breach by the other party (a) upon thirty (30) days prior written notice to the other party and (b) a failure by the non-terminating party to cure the material breach within this time period; (ii) either Party becomes insolvent or bankrupt in any sense or makes a general assignment for the benefit of creditors or offers a settlement to creditors; (iii) if a petition in bankruptcy or for reorganization or for an arrangement with creditors under any federal or state law is filed by or against the defaulting party; (iv) if a bill in equity or other proceeding for the appointment of a receiver for any of the defaulting party’s assets is commenced; or (v) the defaulting party ceases to carry on all or a substantial part of its business.
- Either party may terminate any Insertion Order at any time and for any reason upon prior written notice to the other in accordance with the Cancellation Policy set forth in the applicable Insertion Order. Unless otherwise earlier terminated, any Insertion Order in effect at the time of termination of the Terms will continue and be governed by the Terms until the end date set forth on the Insertion Order or the date of completion of the Services, whichever is first. NXD shall, in addition to all other rights and remedies under these Terms be entitled to terminate these Terms and any Insertion Order without notice in the event that any of its charges for the Services are not paid in accordance with these Terms.
- The Client shall not be permitted to assign or transfer all or any part of its rights or obligations under the Agreement without the prior written consent of NXD. NXD shall be entitled to assign or subcontract any of its rights or obligations under the Agreement and Client acknowledges that certain elements of the Services will be provided by Affiliates, subcontractors and/or third parties of NXD.
13. FORCE MAJEURE
Neither Party shall be held liable for a Force Majeure Event. If a Party believes that a Force Majeure Event has occurred, such Party shall immediately inform the other Party of the start and end of the Force Majeure Event. Notwithstanding the other provisions of the present Terms, each Party shall be entitled to terminate the Terms without liability to the other by written notice to the other Party in the event that the performance of the Agreement is impeded for more than three (3) months due to a Force Majeure Event.
During the Term of the Agreement and for a period of 12 months thereafter, the Client agrees not to employ or engage or offer to employ or engage anyone designated by NXD to fulfill the Services. The failure of either Party to enforce or to exercise at any time or for any period of time any right pursuant to these Terms does not constitute, and shall not be construed as, a waiver of such terms or rights and shall in no way affect that Party’s right later to enforce or to exercise it. If any provision of these Terms is found illegal, invalid or unenforceable under any applicable law, such provision shall, insofar as it is severable from the remaining Terms, be deemed omitted from these Terms and shall in no way affect the legality, validity or enforceability of the remaining Terms which shall continue in full force and effect and be binding on the Parties to the Agreement. Any valid alteration to or variation of these Terms must be in writing signed on behalf of each of the Parties by duly authorized officers. A person who is not a party to the Agreement shall not have any rights under or in connection with it. The parties to the Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by the Agreement. For the avoidance of doubt, any conflict between these Terms and Conditions and any Insertion Order shall be resolved in favor of these Terms and Conditions. All notices related to any legal matter must be in writing Nexstar Digital LLC., 545 E. John Carpenter Freeway, Suite 700, Irving, Texas 75062, ATTN: General Counsel, or such address as is advised by NXD. All notices related to any Services issues must be in writing to firstname.lastname@example.org or such other email address provided to the Client by NXD. All notices to Client shall be mailed to the address provided by the Client. The Parties acknowledge and agree that the Agreement supersedes any prior agreement, understanding or arrangement between the Parties, whether made orally or in writing and constitutes the entire agreement between NXD and the Client relating to these Services. Therefore, except as expressly provided, all other conditions and warranties (implied, statutory or otherwise) are hereby excluded to the fullest extent permitted by law. NXD and the Client shall attempt to settle any disputes arising between them including disputes relating to the existence or validity of the Agreement through negotiation; provided that either Party shall be entitled at all times to exercise any available remedies at law or in equity, including the pursuit of legal action. The Agreement shall be governed by and construed in accordance with the laws of Texas without regard to its principles of choice of law. Client agrees to submit to the jurisdiction in Texas and venue in the courts of Dallas County, Texas