Advertising Standard Terms and Conditions

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  1. APPLICATION: These advertising Standard Terms and Conditions (Terms) form the terms and conditions of the contract between WarnerMedia India Private Limited (WarnerBros.Discovery) , and agency and advertiser, for the placement of advertising or promotions (Advertising) on any network, platform, application, social media account and website owned, operated and/or controlled by WarnerBros.Discovery or other WarnerBros.Discovery group member and any third party platforms on which WarnerBros.Discovery has the right to serve Advertising (collectively referred to as Sites, and all Advertising services distributed and exhibited on the Sites collectively, the Services) . These Terms, along with the Letter of Confirmation (LOC) or Insertion Order (IO) , as applicable, constitute the agreement with respect to the specific Services (Agreement). In this Agreement Company means: (i) the advertiser that has executed the LOC or IO, as applicable; or (ii) where the LOC or IO has been executed by an agency on behalf of an advertiser, the advertiser and agency jointly and severally. These Terms accommodate a variety of transactions and Services and in the event a section of the Terms is not relevant to a specific transaction then that section will not apply. On the condition that the LOC or IO has been mutually agreed and is signed by both parties, orders for Advertising are non-cancellable.
  2. TERMINATION: WarnerBros.Discovery may terminate this Agreement at any time: (i) upon material breach by Company; (ii) if WarnerBros.Discovery considers that performance of this Agreement is in breach of Laws, subject to penalties or sanctions, or WarnerBros.Discovery’s editorial policies or standards, including, in the discretion of WarnerBros.Discovery, reputational risks; or WarnerBros.Discovery ‘s editorial policies or standards; or (iii) if, in WarnerBros.Discovery ‘s reasonable opinion, the credit of Company is impaired. Upon termination, all unpaid accrued charges are immediately due and payable. Termination is without prejudice to any right or remedy accruing prior to the date of termination. If WarnerBros.Discovery breaches this Agreement, the exclusive remedy of Company is a credit for substituted advertising time of equal value and WarnerBros.Discovery is not liable for any special, consequential, indirect or incidental loss or monetary damages of any type. Other than as expressly permitted by these Terms, WarnerBros.Discovery will not issue refunds or credits. Company is liable to WarnerBros.Discovery for the amounts due for any development and creation of custom creative content and all revisions of it (Custom Material(s)) completed by WarnerBros.Discovery or on its behalf prior to the effective date of termination. Laws any and all laws, statutes, regulations, directions, standards, codes, licences and/or consents terms of any governmental or regulatory authority, agency or industry body in each case applicable to transactions contemplated by the parties under this Agreement.
  3. ONLINE REPORTING AND INVOICING: WarnerBros.Discovery will track the delivery of Advertising through its own reporting from its designated first party ad server. For contracts with fixed media and inventory WarnerBros.Discovery will invoice Company based on the agreed contract rate and payment schedule. For performance based media buys, WarnerBros.Discovery will report and invoice based on the actual number of impressions delivered. Invoice reconciliation will occur at the request of Company where the difference between WarnerBros.Discovery’s reported impressions and Company’s third party ad server’s reported impressions is greater than 10%. Unless otherwise specified in the appliable LOC or IO, all Advertising is billed on a flat fee basis, including without limitation: (i) media buys that incorporate Custom Materials ; (ii) Advertising based on “share of voice”; and/or (iii) Advertising based on length of “view time”, without adjustment regardless of impressions delivered and the total contractual amount specified in the LOC or IO shall be payable by Company. Unless otherwise specified in the applicable LOC or IO, WarnerBros.Discovery does not guarantee the reach or performance that Advertising will receive, such as the number of people who will see Advertising or the number of clicks Advertising will generate or the duration of views

    Agency and advertiser acknowledge and assume full responsibility, jointly and severally, for payment of all Advertising, Custom Materials (if applicable) and related expenses specified in the applicable LOC or IO. Payment of fees under the applicable LOC or IO is due and payable within 60 days from the date of the receipt of the invoice. Interest is added to all amounts 60 days or more past due at the highest legal rate permitted under the law of these Terms, calculated from the date of issuance of the invoice or such time period as specified by the Indian Broadcasting Foundation (IBF) from time to time, whichever is lower, from the date of the invoice. Any failure by Company make payment in accordance with these terms shall be deemed a material breach. Should timely payments not be made, Company agrees to pay all costs of collection, including reasonable attorney’s fees and court costs, if collected by law or through an attorney at law.

    In the event Company has paid in full for Advertising but the Advertising performance thresholds for any Advertising campaign fall below anticipated levels specified in the LOC or IO (if any) and/or if there is an omission of any placement or delivery of any Advertising as described in the LOC or IO, Company and WarnerBros.Discovery will endeavour to agree upon a make-good. The parties will work together to do so within the 12 months immediately following the end of flight; if they cannot do so within 12 months of the end of flight, WarnerBros.Discovery shall be deemed to have delivered on LOC/IO in full and in no event has any further obligations to Company.
  4. PRE-EMPTIONS: WarnerBros.Discovery does not guarantee the Advertising will be transmitted strictly in accordance with Advertising bookings specified in the LOC or IO. WarnerBros.Discovery may cancel any telecast, transmission or exhibition of any Advertising or any portion of Advertising covered by this Agreement for any reason, including telecasting any program or event which, in WarnerBros.Discovery’s sole discretion, WarnerBros.Discovery deems to be of public interest or of significance. WarnerBros.Discovery is not in breach of this Agreement as a result of such cancellation. In the event a satisfactory substitute date and time is not agreed upon for the transmission of such cancelled Advertising, that part of the Advertising so pre-empted shall be deemed cancelled and WarnerBros.Discovery shall waive the charges allocable to the cancelled transmission only.
  5. OMISSION OF DELIVERY: All Advertising bookings must be made at least 7 business days before the first scheduled transmission date. If, as a result of a major news event, disease, epidemic, pandemic, act of God, force majeure, public emergency, labour dispute, restriction imposed by law or other governmental order, technical failure or for any other cause beyond WarnerBros.Discovery’s reasonable control, WarnerBros.Discovery fails to exhibit the Advertising and/or complete and deliver the Custom Material (as applicable) WarnerBros.Discovery will not be in breach of this Agreement. WarnerBros.Discovery may substitute a reasonably satisfactory date to transmit or exhibit such omitted Advertising and deliver the Custom Material and, if no such date is available, WarnerBros.Discovery will waive the time charges allocable to the omitted transmission only and that part of the Advertising shall be deemed cancelled.
  6. ADVERTISING: All Advertising provided by Company must be furnished to WarnerBros.Discovery and delivered to it at Company’s sole cost and expense not less than 5 business days in advance of the scheduled delivery and/or transmission. At WarnerBros.Discovery’s discretion, Company may be required to submit a script, storyboard, edits, designs, releases or other documentation in connection with Advertiser Talent (as defined below), and/or Advertiser IP (as defined below) planned for transmission as Advertising on an “as is” basis or with edits or modifications requested to be made by WarnerBros.Discovery, up to 10 business days in advance of the first scheduled delivery or transmission date. Unless otherwise agreed in writing and set out in the applicable LOC, Company’s responsibilities with respect to Advertiser Talent (where applicable) includes entering into necessary agreements with the Advertiser Talent for services related to the Advertising, negotiating and paying any fees and other payments due to Advertiser Talent in connection with the Advertising and obtaining all necessary rights, permissions, and approvals from the Advertiser Talent to permit the publication, distribution and exhibition of the Advertising as contemplated in the LOC. All Advertiser IP furnished for transmission as Advertising must (i) comply with all applicable Laws; (ii) not be contrary to the public interest, (iii) not infringe on any third party rights; and (iv) conform to WarnerBros.Discovery’s policies, guidelines, quality standards and technical requirements. All Advertiser IP furnished for transmission as Advertising are subject to WarnerBros.Discovery’s prior approval and continuing right to reject, remove, suspend the delivery of or require editing of such materials. Any software code or vendor tags placed on any Advertising that is distributed or exhibited on the Services must be approved and certified by WarnerBros.Discovery or by its designated third party service provider. WarnerBros.Discovery retains the right to remove any software code placed on Advertising that threatens or otherwise causes a disturbance to Services. In the event that Advertising provided by Company is not received in time, is delivered incorrectly or, in WarnerBros.Discovery’s sole opinion is unsuitable for transmission or exhibition, then WarnerBros.Discovery’s obligation to transmit or exhibit the Advertising be reduced on a pro-rata basis without affecting the total cost to be paid by Company. We may reject or remove any Advertising for any reason. WarnerBros.Discovery’s license to deliver Advertising IP will end when WarnerBros.Discovery has fulfilled the campaign components for such Advertising under the applicable LOC or IO, however, Company understands that once displayed, Advertising is public information and that digital Advertising may be re-shared and continue to be accessed (including from any third party platform as a result of the Services). Advertiser IP means all materials provided by Company for exhibition or transmission as Advertising including Third Party IP, trademarks, logos, footage, still photographs, product(s), written material, information, concepts, locations to which Company provides access, names, images, audio, biographies and/or likenesses of any individuals (including Advertiser Talent) to whom Company provides access. Advertiser Talent means any individuals engaged by Company or on its behalf to appear or participate in Advertising. Third Party IP means any third party trademark, logo, or other intellectual property owned and controlled by a third party incorporated in the Advertiser IP.
  7. WARRANTIES: Company represents and warrants, and takes full responsibility to ensure, that: (i) it is authorized and has obtained all necessary clearances, permissions, approvals, authorizations, rights and licences necessary for delivery of all elements contained in the Advertising (including any Advertiser IP and the names/likenesses of any Advertiser Talent, individuals to whom Company provides access, and/or any other person or persons depicted in any of the Advertiser IP for all uses and geographical areas specified in the applicable LOC or IO and has paid any fees required to permit the free and unencumbered broadcast, transmission or exhibition of the Advertising as contemplated by the LOC or IO ; (ii) Advertising complies with all applicable Laws including libel, slander and defamation Laws, privacy Laws, codes, rules, guidelines and regulations relating to advertising content and any industry codes or rules applicable to the Services, WarnerBros.Discovery and Company; (iii) no Advertising contains any software viruses or spyware or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise to materially, adversely alter the user experience; (iv) no Advertising contains any adware (including any software code or vendor tags) or any other software designed to covertly or overtly gather user information through the user’s internet connection; (v) no Advertising contains any unauthorized embedded interactive triggers or other software that automatically diverts users from any Site or Service or contains fake hyperlinks or interactivity, or triggers a pop-up, pop-under or dialogue box or initiates a downloadable application; (vi) Company holds sufficient rights and authority to grant WarnerBros.Discovery the right to use the Advertising (including any Advertiser IP) on the Services and that neither those materials nor their inclusion in the Services will infringe or violate the rights of any person or entity, including any intellectual property, privacy or publicity right; (vii) all Advertising is accurate and all claims contained in the Advertising have been substantiated; (viii) in connection with any Third Party IP incorporated in the Advertising: (A) it has the right to use such Third Party IP and has obtained all necessary rights and clearances from the applicable third-party to include, and allow WarnerBros.Discovery to include, such Third Party IP in the Advertising as contemplated in the LOC/IO, and (B) it has or will obtain (prior to transmission or exhibition on the Service) all necessary final approvals to any Custom Material incorporating the Third Party IP, and (ix) for digital services, Company will maintain a privacy statement on its principal website that complies with applicable Laws and accurately and transparently discloses its privacy practices to users of such website, including any privacy practices implicated by the undertakings contemplated by this Agreement.
  8. CUSTOM MATERIALS: Company will provide WarnerBros.Discovery with all reasonable co-operation to enable WarnerBros.Discovery to develop and create Custom Materials as economically, efficiently and promptly as possible. WarnerBros.Discovery agrees to consult Company in relation to development of any Custom Materials, provided, however that Company acknowledges and agrees that notwithstanding such consultation, WarnerBros.Discovery retains sole control over creation and development of Custom Materials and, where applicable, sole editorial control of sponsored editorial content. Except for the Advertiser Talent, in connection with the development of Custom Material WarnerBros.Discovery will be responsible for engaging all other talent to be featured unless otherwise agreed in writing and set out in the LOC or IO. Company acknowledges and understands that WarnerBros.Discovery is not a signatory to any collective bargaining agreement and accordingly the Custom Materials will not be developed pursuant to any collective bargaining agreement, including, without limitation, any SAG-AFTRA collective bargaining agreement. If Company is a signatory to any collective bargaining agreement, Company shall be solely responsible for ensuring that it complies with all of its obligations pursuant to such collective bargaining agreement, including, without limitation, the payment of any additional talent fees or associated costs/expenses Company is required to pay (or cause to be paid) as a result of the incorporation of any Advertiser IP into the Custom Material. Company will provide any Advertiser IP for incorporation in such Custom Materials as WarnerBros.Discovery may reasonably request and such Advertiser IP will be of an appropriate standard. In the event Company fails to provide such co-operation and the Custom Materials cannot be transmitted or exhibited as Advertising in accordance with the terms of this Agreement, Company shall remain fully liable for the total cost of the development and creation of the Custom Materials. Company acknowledges and agrees that WarnerBros.Discovery shall exclusively own all Custom Materials, except any Advertiser IP that may be provided to WarnerBros.Discovery for inclusion in the Custom Materials. Company hereby grants WarnerBros.Discovery and its designees a non-exclusive, irrevocable, worldwide, transferable, sub-licensable right and license to (i) use, reproduce, mirror, distribute, perform and display, transmit and exhibit the Advertiser IP (or any portion thereof) on the Services ; (ii) modify, copy, reformat, transmit and otherwise manipulate the Advertiser IP in connection with such display, transmission and exhibition of the Services; and (iii) otherwise use the Advertiser IP to the extent contemplated under this Agreement. Under the terms of the LOC or IO, Company may be granted a limited licence to display the Custom Materials on advertiser owned and operated or controlled sites or social media and Company undertakes to comply with the applicable licensing conditions and shall not change, modify or alter the Custom Materials in any manner except as prior approved by WarnerBros.Discovery. Except as otherwise provided in the LOC or IO, nothing shall give Company the right to telecast or otherwise publicly perform or distribute the Custom Materials without prior written consent from WarnerBros.Discovery
  9. DATA: Unless otherwise authorized by WarnerBros.Discovery, Company and any third party technologies on which Company relies in the course of delivery of the Advertising, will not use Site Data for Repurposing (except to the extent that Performance Data may be used for Repurposing so long as it is not joined with any Site Data) or disclose Site Data to any affiliate or third party. WarnerBros.Discovery retains exclusive ownership and control over Site Data, and Company has no such ownership interest or license in it. Site Data means any data that is: (a) pre-existing data used by WarnerBros.Discovery pursuant to the LOC or IO; (b) gathered pursuant to the LOC or IO during the delivery of Advertising that identifies or allows identification of WarnerBros.Discovery, the Sites, Services, brand, content, context or users as such (including mobile identifiers); or (c) data entered by users on any Site or Service. Performance Data is data regarding an Advertising campaign gathered during the delivery of Advertising pursuant to the LOC or IO (e.g., number of impressions, interactions, and header information), but excludes Site Data. Repurposing means retargeting a user or appending data to a non-public profile regarding a user for purposes other than performance of the LOC or IO, such as for building audience segments tied back to the Sites and/or its users, for use in online preference marketing to users of the Sites and Services, for device graphing, or to perform tracking of users of the Sites and Services. Company must not permit any third party ad server service provider (Third Party) to use any information received about users or any usage information related to any Sites or Services for any purpose other than for the fulfilment by that Third Party of its obligations to Company in connection with the Advertising. Company will procure that any Third Party engaged by it treats any Site Data and Performance Data as the Confidential Information of WarnerBros.Discovery.
  10. LIMITATION OF LIABILITY & INDEMNIFICATION: Company indemnifies and holds WarnerBros.Discovery and each of its affiliates, officers, directors, employees, agents, vendors, and service providers harmless from and against all demands, debts, obligations, damages, costs, expenses, losses, liabilities or charges (including reasonable attorneys’ fees and disbursements) whatsoever resulting from any claim, judgment, or proceeding (collectively, Claims) arising out of or in connection with: (i) Company’s breach of this Agreement; (ii) the transmission, exhibition or serving of Advertising (including Advertiser IP) furnished by or on behalf of Company; (iii) the preparation of Advertising (including Custom Materials and edits and repurposing of Advertiser IP at the direction of Company); (iv) the content or subject matter of any Advertising (including Custom Materials to the extent such Custom Materials contain Advertiser IP); (v) the contemplated delivery of Advertising furnished by or on behalf of Company (including where furnished by WarnerBros.Discovery and/ or its affiliates at the request of Company); (vi) any publication or other use of the Custom Material (other than Advertiser IP) by Company other than as expressly permitted under the terms of this Agreement, and/or (vii) any separate agreements or relationships between Company and any third-party. If agency has signed the LOC or IO, the above indemnity is given by agency and advertiser jointly and severally (without limiting the above indemnity) in respect of a breach by either of them and in relation to any Advertising (including Advertiser IP) or other materials provided by either of them. WarnerBros.Discovery may pursue any applicable remedies in the event of default of this Agreement (including any non-payment) against advertiser or agency or both without any requirement of first seeking a remedy from one or the other. The provisions of this paragraph survive the termination or expiration of the applicable LOC or IO. No party’s liability to another party for: (i) death or personal injury resulting from the negligence of itself, its servants or agents; (ii) fraud; or (iii) any other liability the exclusion of which is prohibited or limited by law, shall be excluded or limited by the provisions of this Agreement, save to the extent permitted by law.
  11. TAXES: WarnerBros.Discovery will issue GST compliant invoices, credit notes, debit notes etc. (or any other document as may be prescribed) in accordance with provisions of the Goods and Services Tax Act, 2017 (GST/GST Law), GST Rules and all regulations thereunder. Any change in the original invoice shall be subject to this Agreement and done via usage of debit or credit note, as the case may be. Company undertakes to submit all necessary information and documents, including GSTIN, site of work execution (together with all relevant addresses and GST registration numbers in case multiple premises are involved), billing location, certificate of GST registration and such other documents that may be required by WarnerBros.Discovery to adhere to applicable statutory compliance under relevant GST laws. WarnerBros.Discovery shall not be responsible for verification of the GST registration number(s) of Company. Further, any change in such details should be intimated by Company to WarnerBros.Discovery in writing on an immediate basis. In the event of an upward revision of the agreed rate for any reason mutually agreed by the parties, WarnerBros.Discovery will issue a supplementary invoice, debit note or any other document in this regard along with applicable GST to Company; which will bear reference to the original invoice number and date. The type of GST applicable to Company under this Agreement and the rate of GST on the supplies made by WarnerBros.Discovery shall be as per the relevant GST Law. Any applicable Tax Deducted at Source (TDS) may be deducted by Company on the amounts payable to WarnerBros.Discovery. Company shall also furnish a certificate in Form GSTR 7A to WarnerBros.Discovery against such deduction. Credit of taxes withheld (i.e. TDS) by Company would be available to WarnerBros.Discovery only upon compliance with the prescribed procedures by Company including filing of the return in Form GSTR 7A. Any tax liability (including interest, penalty and associated litigation cost, if any) arising on WarnerBros.Discovery consequent on Company’s non-compliance with law or due to furnishing of incorrect registration numbers or other information by Company shall be borne by Company. In the event Company fails to furnish a valid GST registration number, Company will be treated as “unregistered”. Company acknowledges and agrees to adhere to all applicable GST compliance regulations including completion of any required compliance activities within the statutory timelines as may be prescribed from time to time by the Government of India. Company undertakes to intimate WarnerBros.Discovery in writing regarding any modification of statutory compliance data submitted by WarnerBros.Discovery against services provided. In case Company is eligible for any tax exemption, Company will provide relevant details, documents, declarations or undertake any prescribed compliances for the purpose of tax exemptions while issuing the release order or before supply is made (whichever is earlier) to WarnerBros.Discovery. In absence of this, no tax exemption will be extended. Further, in case of any incorrect/ incomplete submissions or non-compliance on behalf of Company and because of which a demand is made on WarnerBros.Discovery by relevant tax authorities, Company is liable to pay the applicable taxes/amounts (including interest, penalty and associated litigation costs) if any upon notification by WarnerBros.Discovery. Company acknowledges and agrees that in the event any enquiry, scrutiny, audit, assessment or any other tax proceedings are initiated against WarnerBros.Discovery in respect to this Agreement, Company will co-operate with WarnerBros.Discovery by furnishing the relevant information and documents on a timely basis related to this Agreement.
  12. CONFIDENTIAL INFORMATION: Confidential Information will include: (i) all information marked as Confidential, Proprietary, or similar legend by the disclosing party (Discloser) when given to the receiving party (Recipient); and (ii) information and data provided by the Discloser which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary. Without limiting the foregoing, Discloser and Recipient agree that each Discloser’s contribution to a LOC or IO shall be considered such Discloser’s Confidential Information. Recipient will protect Confidential Information in the same manner that it protects its own information of a similar nature, but in no event with less than reasonable care. Recipient shall not disclose Confidential Information to anyone except an employee, agent, affiliate, or third party who has a need to know same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this section. Recipient will not use Discloser’s Confidential Information other than as provided for in the LOC or IO. The foregoing agreement of non-use and nondisclosure shall survive any termination or expiration of any agreement between the parties and shall continue in full force and effect for a period of three (3) years from the date of the Agreement. A breach of this obligation of confidentiality shall be deemed a material breach of this Agreement. Confidential Information does not include information which: (A) was previously known to Recipient; (B) was or becomes generally available to the public through no fault of Recipient; (C) was rightfully in Recipient’s possession free of any obligation of confidentiality at, or prior to, the time it was communicated to Recipient by Discloser; (D) was developed by employees or agents of Recipient independently of, and without reference to, Confidential Information, or (E) was communicated by Discloser to an unaffiliated third party free of any obligation of confidentiality. Notwithstanding the foregoing, Recipient may disclose Confidential Information of Discloser in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange, or as necessary to establish the rights of either party under these Terms; provided, however, that both Discloser and Recipient will stipulate to any orders necessary to protect such information from public disclosure.

    (a) Compliance with Applicable Anti-Bribery/Anti-Corruption Laws. Without limiting any previously stated compliance obligations herein, Company hereby represents and covenants that Company has, and all Company’s employees, officers, directors, agents, sub-contractors, consultants and other representatives engaged in carrying out the transactions or services contemplated by this Agreement (“Company’s Representatives”) have, complied with, and will continue to comply with, all applicable U.S. and non-U.S. anti-corruption and anti-bribery laws, rules, regulations and decrees, including, without limitation, the U.S. Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010, and/or the anti-corruption and anti-bribery laws of each country in which any transactions are made or services provided under this Agreement (collectively, “Anti-Bribery and Anti-Corruption Laws”).

    (b) Actions Involving Government Officials and Others. Company hereby represents, warrants, and covenants, that:

    i. neither it nor Company’s Representatives, directly or indirectly, have made or offered, or will make or offer, any money, donations, gifts, other benefits or anything else of value to any Government Official or other person, or authorize the taking of any such action, for the purpose of influencing any act of or gaining any improper business advantage from such Government Official.

    ii. neither it nor Company’s Representatives, in connection with this Agreement and any services to be provided under it, will engage, employ, retain or pay any person or entity to provide consulting, lobbying, facilitation or similar professional services involving potential contact with any Government Official or anyone who is reasonably likely to be involved in interacting with any Government Official, without Warner Bros. Discovery’s express prior written approval.

    For purposes of this subsection (b), ”Government Official” means (i) any employee or officer of, or other person acting in an official capacity for any government or department, agency or any government-controlled or -owned entity, an international non-governmental organization, or a royal family; (ii) a political party or official thereof; or (iii) any candidate for political office.

    (c) Accuracy of Books and Records. Company will keep books, accounts and records that accurately and fairly reflect in reasonable detail Company’s transactions and disposition of funds paid in connection with carrying out the transactions or services contemplated in this Agreement.

    (d) Notice Obligation. Company agrees that it will promptly notify Warner Bros. Discovery of any allegation or investigation of bribery, corruption, fraud or unlawful practices made against Company by a governing body, law enforcement agency or regulatory authority which could have material adverse effect on the terms of this Agreement during the Term.

    (a) Compliance with Applicable Sanctions Laws. Without limiting any previously stated compliance obligations herein, Company hereby represents and warrants that neither Company, nor any person(s) or entity(ies) owning or controlling (whether individually or collectively) 50% or more of Company, is a Sanctioned Person.

    (b) Actions Involving Sanctioned Persons. Company hereby represents, warrants, and covenants that, in furtherance of this Agreement, neither it nor Company’s Representatives, directly or knowingly indirectly: (i) has transacted any business with, provided or received any services to/from, or otherwise acted for the benefit of any Sanctioned Person; or (ii) will transact any business with, provide or receive any services from, or otherwise act for the benefit of any Sanctioned Person.

    For purposes of this section 14, (1) “Sanctioned Person” means at any time during the term of this Agreement, any natural person, corporation, or other legal entity: (i) listed on any Sanctions-related list of designated or blocked Persons; (ii) that is any agency or instrumentality of the government of, resident in, or organized under the laws of a country or territory that is the subject of comprehensive restrictive Sanctions from time to time (as of the date of this Agreement) Cuba, Iran, North Korea, the Crimea Region of Ukraine, Donetsk People’s Republic (DNR) and Luhansk People’s Republic (LNR), and Syria); or (iii) 50% or more owned or controlled by any of, including a combination of, the foregoing; and (2) “Sanctions” means individually and collectively, any and all applicable economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by: (i) the United States of America, including those administered by Office of Foreign Asset Control (OFAC), the U.S. Department of State, the U.S. Department of Commerce, or through any existing or future executive order; (ii) the United Nations; (iii) the European Union or any European Union member state; (iv) HM Treasury of the United Kingdom; or (v) other similar governmental authority having jurisdiction over any Party to this Agreement.

    (c) Notice Obligation. Further, Company covenants that Company shall, in fulfillment of Company’s obligations in this Agreement, follow reasonable procedures and conduct appropriate due diligence to assure that Company does not engage, formally or informally, with any Sanctioned Person in connection with Company’s performance under this Agreement. Company agrees that if such activity is identified or if the Company itself becomes subject to any Sanctions whether directly or because of 50% or more ownership by one or more Sanctioned Persons), Company will immediately notify Warner Bros. Discovery, which may, in its sole discretion, immediately suspend or terminate this Agreement, without limiting any other right, without liability and without a notice period.
  15. STATEMENT OF ETHICS: Company acknowledges its employees and any other individuals who perform services under this Agreement are aware of Warner Bros. Discovery’s Business Partner Statement of Ethics available on Warner Bros. Discovery’s corporate website ( Company agrees that should Company learn of, or have reason to believe that, activity in violation of the Anti-Bribery and Anti-Corruption Laws or Sanctions or the Warner Bros. Discovery’s Business Partner Statement of Ethics is occurring or has occurred in conjunction with this Agreement, Company will immediately notify Warner Bros. Discovery of such activity.
  16. BREACH: Any breach of, or misrepresentation in, the representations, warranties and/or covenants set forth in sections 13, 14, or 15 above shall be deemed to be a material breach of this Agreement.
  17. GENERAL:

    (a) Indian law governs this Agreement and the courts of New Delhi shall have exclusive jurisdiction.

    (b) Where agency has executed the LOC or IO on behalf of advertiser, agency acknowledges that it has the authority to do so and that by its execution has caused both advertiser and agency to be bound by the terms of this Agreement and agrees to indemnify and hold WarnerBros.Discovery and all of its respective employees, officers, directors, agents, successors and assigns, harmless from any and all claims, losses, damages or costs (including reasonable attorneys’ fees) arising out of a breach of the foregoing warranty. The advertiser shall be solely responsible for any commission or other payment due to agency.

    (c) A waiver by WarnerBros.Discovery of any of the terms or conditions of this Agreement is not deemed to be a waiver of such terms or conditions for the future, or of any subsequent breach of it, nor does any such waiver relieve agency or advertiser from their obligations to comply strictly with the terms and conditions of this Agreement.

    (d) In the event that any representation made or warranty given by a party shall prove to be false or erroneous when made or at any time shall fail to be true and correct in all material respects, the other party shall be entitled to treat such falsity, error or failure as a material breach of this Agreement.

    (e) The disclaimers and limitations of liability made by WarnerBros.Discovery, and the representations and warranties made by Company in this Agreement shall apply to WarnerBros.Discovery’s affiliates and vendors as intended third party beneficiaries of this Agreement.

    (f) Each of Company and WarnerBros.Discovery will post on their respective sites their privacy policies and adhere to their privacy policies, which will abide by applicable Laws. Failure by Company to post a privacy policy, or non-adherence to such privacy policy, is grounds for immediate termination of the LOC or IO by WarnerBros.Discovery.

    (g) Neither party will use the other’s trade name, trademarks, logos, or Advertising in any public announcement (including in any press release) regarding the existence or content of this Agreement without the other’s prior written approval.

    (h) This Agreement may be executed in counterparts, each of which shall constitute an original for all purposes, including any copies of same, and all duplicate counterparts will be construed together and constitute one Agreement. On the condition that the LOC or IO has been mutually agreed and is signed by both parties, to the extent terms of the applicable LOC or IO contradict these Terms, the LOC or IO shall supersede these Terms. Terms defined in the LOC or IO apply in these Terms. The parties will be bound by signatures made by hand, or by signatures made by electronic means on the signature line of this document (including typing one’s name, an “s” mark or other comparable note on the signature line). The parties agree that such signatures are binding and may be transmitted by mail, hand delivery, facsimile, email and/or any other electronic method to the other party or, if applicable, counsel of record for the party, and will have the same binding effect as any original ink signature.

    End of Standard Terms and Conditions