2. Termination. This Agreement may be cancelled either by SWN or Advertiser upon twenty-eight (28) days prior notice. Upon the occurrence of an Event of Default, SWN may terminate this Agreement immediately upon notice to Advertiser. Any of the following events shall constitute an “Event of Default” on the part of Advertiser: (i) the breach by Advertiser of any of the terms and conditions of this Agreement; (ii) the determination, in the sole discretion of SWN, that the financial integrity of Advertiser is compromised including, without limitation, inappropriate fundraising activities by Advertiser or the improper use or application of funds received by Advertiser; and (iii) the determination, in the sole discretion of SWN, that Advertiser has committed an act or is involved in any situation or occurrence tending to bring SWN into public scandal, ridicule or which will reflect unfavorably on the reputation of SWN, its owner, its subsidiaries, affiliates or affiliated entities, including, without limitation, any instance of moral failure of any person or persons associated with the business or ministry of Advertiser.
3. Indemnification. Advertiser shall defend, indemnify and hold harmless SWN, its owner, its subsidiaries, affiliates and affiliated entities and their officers, directors, stockholders, partners and employees from and against all claims, damages, liability, costs and expenses (including without limitation, interest, penalties, court costs, attorney’s fees and expenses) resulting from or arising out of: (i) the content of the advertisement (“Ad Contents”) of Advertiser; (ii) any libel, slander, illegal competition or trade practice, violation of rights of privacy, infringement of copyrights or other rights of third parties; (iii) violations of any federal, state or local law relating to the Ad Contents, including the Communications Act of 1934, if applicable; or (iv) the breach by Advertiser of any of the terms and conditions of this Agreement. The obligations of Advertiser under this Section 3 shall survive the termination of this Agreement.
4. Representations and Warranties. (a) By signing this Agreement and by delivering Programming to SWN, Advertiser warrants and represents, as of this date and as of the date of each such delivery, that: (i) Advertiser has the right and power to enter into this Agreement; (ii) this Agreement properly conveys to SWN all rights necessary for SWN to use the Ad Contents as set forth herein, including all portions thereof; and (iii) Advertiser owns all of the rights it granted to SWN herein, including, without limitation, all rights to the Ad Contents, promotional material, trademarks, trade names, service marks, titles and logos of Advertiser (collectively “Advertising Materials”).(b) Advertiser acknowledges that no inducements, representations or warranties, except as specifically set forth on the face hereof, have been made by SWN to Advertiser and that no representative, agent or employee of SWN is authorized to make any representations or warranties with reference to this Agreement other than as set forth on the face hereof. SWN hereby disclaims all warranties, express, implied or statutory, to the fullest extent permitted by law. SWN shall not be liable for special, indirect, consequential, exemplary or incidental damages arising out of or relating to this agreement or the transactions contemplated hereby, no matter what the cause, claim or theory for such damages might be, even if SWN has been advised of the possibility of such damages.
5. Notice. Each notice, consent, approval or request to be given hereunder, including legal process, shall be given in writing, either by personal delivery, overnight delivery service, U.S. postal service, or by facsimile with the original sent the same day by certified mail to the parties at the respective addresses set forth on the face hereof or at such other substitute address as either may designate by notice given in the same manner. Notice by U.S. Postal Service shall be deemed received on the fifth (5th) business day following mailing thereof with all charges prepaid. Notice by any other means shall be deemed delivered upon its actual receipt.
6. Ad Contents & Advertising Materials. It is the responsibility of Advertiser to deliver the Ad Contents to SWN sufficiently in advance of the publication time to be properly published. The Ad Contents shall meet with all technical, production and content standards of SWN. In the event the Ad Contents are not so delivered, in the sole discretion of SWN, SWN shall have the right to insert a substitute advertisement and Advertiser shall remain liable for the full amount due had SWN published the Ad Content. SWN shall have the right to use the Advertising Materials in connection with any promotional activity of SWN. Advertiser grants all rights required for the publication of the Ad Contents on the dates and times set forth on the reverse hereof.
7. Resolutions of Claims and Disputes. Regardless of the place of execution, this Agreement shall be deemed to be an agreement made in Richmond, VA (“Market”) and shall be interpreted as an agreement to be performed wholly in the Market. The laws of the Market shall be applied without regard to the principles of conflicts of laws. Advertiser expressly waives any presumption or rule, if any, which requires this Agreement to be construed against SWN. Any claims or disputes arising out of this Agreement shall be resolved only by arbitration in the Market and in accordance with the Rules of Procedure for Commercial Arbitration of Christian Conciliatory Services, and any award therefrom shall be rendered by the arbitrators as a judgment in any trial court having competent jurisdiction. In the event a suit or action is filed to enforce any provision of this Agreement, the prevailing party shall be reimbursed by the other for all costs and expenses in connection with the suit or action, including without limitation, attorneys fees, arbitration fees, collection agency fees, management fees (deemed to be not less than Three Hundred Dollars ($300)) and any other cost or expense, incurred in collecting any amount due.
8. Miscellaneous. Neither party shall be liable for any delay or failure in performance of any part of this Agreement from any cause beyond its control and without its fault or negligence, such as acts of God, acts of civil or military authority, government regulations, major environmental disturbances, unusually severe weather conditions, inability to secure products or services of other persons or facilities, or acts or omissions of common carriers. If any portion of this Agreement shall be held to be illegal, invalid, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Additionally, in lieu of each such illegal, invalid or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar to such former provision as shall be legal, valid, and enforceable. The provisions of this Agreement shall apply to, bind and inure to the benefit of SWN and Advertiser and their respective successors, legal representatives or assigns. This Agreement contains the entire understanding and agreement between the parties hereto. No additions, changes or modifications shall be binding unless reduced to writing and signed by the parties.