GENERAL TERMS AND CONDITIONS ENTERED INTO BY "CLEAR CHANNEL" AND "THE CLIENT" FOR THE PROVISION OF THE ADVERTISING DISPLAY SERVICE
1. Service
The purpose of this document is to regulate the General Terms and Conditions of Contracting the Advertising Display Services offered by "OUTDOOR MEXICO SERVICIOS PUBLICITARIOS, S. DE R.L. DE C.V." (hereinafter CLEAR CHANNEL), to individuals or legal entities interested in the display of advertising in the advertising spaces that are owned by CLEAR CHANNEL and/or of which it has the right of commercialization, in the territory of the Mexican Republic.
The provision of the service will be in accordance with the provisions of the general conditions defined in this document and those specifically established in the Contract or, failing that, in the corresponding purchase order, therefore, THE CLIENT, when making use of the services offered by CLEAR CHANNEL, fully and unreservedly accepts each and every one of the General Terms and Conditions of Contract.
2. Validity
This document will be valid for the period of time that "THE PARTIES" comply with the obligations under their responsibility.
GENERAL TERMS AND CONDITIONS ENTERED INTO BY "CLEAR CHANNEL" AND "THE CLIENT" FOR THE PROVISION OF THE ADVERTISING DISPLAY SERVICE
1. Service
The purpose of this document is to regulate the General Terms and Conditions of Contracting the Advertising Display Services offered by "OUTDOOR MEXICO SERVICIOS PUBLICITARIOS, S. DE R.L. DE C.V." (hereinafter CLEAR CHANNEL), to individuals or legal entities interested in the display of advertising in the advertising spaces that are owned by CLEAR CHANNEL and/or of which it has the right of commercialization, in the territory of the Mexican Republic.
The provision of the service will be in accordance with the provisions of the general conditions defined in this document and those specifically established in the Contract or, failing that, in the corresponding purchase order, therefore, THE CLIENT, when making use of the services offered by CLEAR CHANNEL, fully and unreservedly accepts each and every one of the General Terms and Conditions of Contract.
2. Validity
This document will be valid for the period of time that "THE PARTIES" comply with the obligations under their responsibility.
3. Cancellation/Termination Policy
Cancellations will need to be reported in writing and Clear Channel may charge as follows:
- Cancellations made 8 days or more before the start date of the campaign will not have a cancellation fee.
- Cancellations made 7 to 1 days before the start date of the campaign will apply a cancellation fee of 25% of the total value of the campaign.
- Cancellations made after the campaign has started will apply a cancellation fee of 100% of the total campaign.
In the event of a breach by either of THE PARTIES, the affected party may terminate the contractual relationship by means of written notice to the other party by means of written notice detailing the causes of breach.
4. Payment and billing
THE CLIENT will pay CLEAR CHANNEL the amounts established in the contract or in the purchase order, as applicable, which will serve to guarantee the contracted service plus the corresponding and current taxes indicated on the invoice. In the event of an extension or variation of the contracted services, CLEAR CHANNEL and THE CLIENT may review new costs in accordance with market variations.
The price of the services provided by CLEAR CHANNEL that are subsequently contracted by THE CLIENT, will be established at the time when the provision of these services is agreed. Likewise, the payment of the consideration to which "THE CLIENT" is obliged must be made within the period agreed by "THE PARTIES", in case of delay, the conventional penalties agreed in the contract or in the purchase order will apply.
5. Taxes
Amounts payable to CLEAR CHANNEL hereunder do not include income tax ("ISR"), special goods and services tax ("IEPS"), value added tax ("VAT"), or other taxes ("Taxes"). THE PARTIES agree to pay their respective applicable taxes or charges imposed by any governmental entity in connection with their use of the Services.
4. Payment and billing
THE CLIENT will pay CLEAR CHANNEL the amounts established in the contract or in the purchase order, as applicable, which will serve to guarantee the contracted service plus the corresponding and current taxes indicated on the invoice. In the event of an extension or variation of the contracted services, CLEAR CHANNEL and THE CLIENT may review new costs in accordance with market variations.
The price of the services provided by CLEAR CHANNEL that are subsequently contracted by THE CLIENT, will be established at the time when the provision of these services is agreed. Likewise, the payment of the consideration to which "THE CLIENT" is obliged must be made within the period agreed by "THE PARTIES", in case of delay, the conventional penalties agreed in the contract or in the purchase order will apply.
5. Taxes
Amounts payable to CLEAR CHANNEL hereunder do not include income tax ("ISR"), special goods and services tax ("IEPS"), value added tax ("VAT"), or other taxes ("Taxes"). THE PARTIES agree to pay their respective applicable taxes or charges imposed by any governmental entity in connection with their use of the Services.
6. Advertising Display
CLEAR CHANNEL will exhibit the advertising requested by THE CLIENT, as required, whether on screens, street furniture (height clocks, bus shelters, height mupi's), for which it must send in advance the material containing the advertisement to be exhibited in the advertising spaces and must comply with the provisions of the advertising regulations in force in each state where CLEAR CHANNEL has a presence.
The exhibition on watches and digital screens in Mexico City will be carried out on a weekly basis, considering the exhibition days of a calendar week, regardless of the start day of the campaign. Each slot has a duration of 20 seconds of fixed art in CDMX. The exhibition in urban furniture (bus shelter) will be four-weekly and the contracted spaces will be distributed equitably 50% in flow and 50% in counter-flow according to availability.
The billboards will be marketed monthly considering the exhibition days of a calendar month regardless of the day of the start of the campaign.
7. CLEAR CHANNEL's obligations
CLEAR CHANNEL is obliged to have all the current permits for the provision of advertising exhibition services, for which it will pay the corresponding rights and/or taxes for the use and advertising exploitation of its spaces.
CLEAR CHANNEL undertakes to release the Client in peace and security in the event of an action, fine, exercise or claim by any competent authority, whether administrative, civil, criminal or extrajudicial, originated by the services provided, as long as it is attributable to CLEAR CHANNEL. It is also obliged to have a current civil liability policy on all its furniture.
8. Responsibility of THE CLIENT
THE CLIENT is solely responsible for the content of the advertising material to be exhibited in the contracted advertising spaces and in no case will it include content contrary to the law, morality or public order, therefore, it is responsible for the quality, veracity and accuracy of the information provided to CLEAR CHANNEL, for which it exempts it from any liability to third parties for the information provided.
THE CLIENT is responsible for any liability arising from the application of current legislation on intellectual and industrial property rights related to texts, images, videos, sounds, designs, logos or any other element that is required for the contracted services.
CLEAR CHANNEL acknowledges that THE CLIENT is the owner of rights derived from the trademarks and designs contained in the Advertisements, which are registered with the Mexican Institute of Industrial Property and their trademark registrations are fully in force and have all their legal effects.
9. Confidentiality
THE PARTIES undertake not to disclose or reveal, in any way, any data, information, specifications, techniques, secrets, methods, systems and in general any mechanism to which they will have access or may eventually have access by virtue of this agreement.
The confidentiality obligation established in this clause shall take effect as of the date of signing this agreement and shall be in force even after the termination of the relationship between THE PARTIES, for a period of 1 (one) year from the date of termination of this agreement.
10. No employment relationship
CLEAR CHANNEL does not acquire or recognize any obligation of an employment nature, and it is expressly agreed that the provisions of this contract do not imply any subordination of THE CLIENT's personnel with respect to CLEAR CHANNEL, which is why there will be no employment relationship of any kind between CLEAR CHANNEL and the personnel who work for THE CLIENT. THE CLIENT undertakes to hold CLEAR CHANNEL safe and sound from any claim of an employment nature.
11. Data protection
In accordance with the Federal Law on the Protection of Personal Data in Possession of Private Parties and its regulations, in the event that the Confidential Information includes: personal data THE PARTIES undertake to keep it confidential and not to disclose it in any way or by any means to third parties, nor to make use of the Personal Data for purposes other than those for which they were communicated, without the prior written authorization of the other Party.
In this act, THE PARTIES reciprocally grant their authorization, so that the recording of their name, video image and/or photograph and/or voice, of THE PARTIES and/or their representatives, may be carried out, for any purpose related to the object of this contract. THE PARTIES declare that, with the appearance and use of their name, video image and/or photograph and/or voice of their person and/or their representatives, their image, fame, reputation or integrity is not damaged at any time.
12. Anti-Corruption Policy
THE CLIENT will maintain its ethical conduct and avoid any activity that may result in any act of corruption, agrees that all activities in accordance with this Agreement and in relation to CLEAR CHANNEL will be carried out in full compliance with applicable laws, rules and regulations.
13. Anti-slavery policy
THE CLIENT acknowledges that THE CLIENT is committed to ensure that there is no human trafficking or forced labor in its supply chain; THE CLIENT maintains a zero-tolerance approach in relation to suppliers or third parties with whom it conducts business that does not share that commitment or does not adequately demonstrate such commitment to its satisfaction.
14. Penalties and tax evasion
THE PARTIES represent and warrant that in the performance of their duties they will verify that their employees, partners and representatives comply with: (i) all applicable laws and regulations in relation to the prevention of money laundering and (ii) all laws and regulations of economic sanctions, export controls and international trade ("Sanctions and Export Control Laws").
THE PARTIES shall not, nor shall they fail to do any act that causes or leads any business unit affiliated to it to engage in any economic crime under the law, including any activity, practice or conduct that could cause any business unit to violate its anti-bribery, corruption and tax evasion policies; or that may constitute a bribery or corruption offense in the U.S., the U.K., or Mexico.
15. Right to Audit and Inspect
THE PARTIES agree to maintain books and records that accurately reflect those of their assets and transactions in reasonable detail that relate to the subject matter of the Agreement and to maintain a system of internal accounting controls to ensure that all such transactions are duly authorized; In addition, they will fully comply with and respond to reasonable requests for information relating to this Agreement, and shall have the right to inspect those portions of the books and records of the business related to it on a periodic basis. THE PARTIES agree and acknowledge that the access rights provided in the preceding paragraph do not create or imply any obligation on either party to inspect or audit their books, records or accounts.
16. Fortuitous event and/or force majeure
When due to fortuitous event or force majeure CLEAR CHANNEL is unable to comply with the obligations acquired through the purchase order and/or corresponding contract, it must immediately notify its counterparty immediately, however, such causes of force majeure or fortuitous event will not excuse THE CLIENT from settling debts with CLEAR CHANNEL.
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