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9 Regional Insertion Order Agreement Terms and Conditions
<br /> expense of Advertiser and with Advertiser bearing all risk of loss)in accordance with the procedures,specifications and deadlines established by
<br /> NCM.Certain Promotional Materials,including,without limitation,lobby displays,are subject to NCM and theater/affiitiatt approval,and their final
<br /> placement is determined by theater management.At its discretion,NCM may delay the distribution of Promotional Materials.Certain Promotional
<br /> Material,as determined by NCM,will contain the following statement:"THIS PROMOTION IS NOT ENDORSED BY NCM,THIS THEATER
<br /> OPERATOR OR ANY OF THEIR AFFILIATES.BY FILING OUT THIS FORM YOU WILL OR CAN BE SOLICITED".
<br /> 8.Representations and Warranties.Advertiser represents and warrants to NCM that(1)Advertiser has the legal right to enter into this Agreement
<br /> and to perform its obligations under the Agreement;(2)Advertiser has all rights necessary to enable NCM to exercise the rights granted under this
<br /> Agreement(3)the exhibition and other use of the Advertiser Content and Advertising,the distribution and other use of the Promotional Materials,
<br /> and the other activities of Advertiser and obligations of NCM under this Agreement will not violate,applicable local,state and federal laws,rules,
<br /> and regulations,including,without limitation,laws and regulations governing privacy and email/spam,or any self-regulatory rules or guidelines that
<br /> are applicable to,or to which the Advertiser,the agency or the Advertiser Content,Advertising or Promotional Materials may be subject,or any duty
<br /> toward or rights of any third party;(4)all information and data provided to NCM in connection with this Agreement is correct and current;(5)
<br /> Advertiser will not collect any personally identifiable information(including,without limitation,any a-rnail addresses,full names,mailing addresses
<br /> and phone number of theater patrons),or transfer any such information to any third party,without the prior written approval of NCM;(6)the
<br /> Advertiser Content and Advertising do not contain any viruses,Trojan horses,worms,time bombs,or any other similar software,data,or programs
<br /> that may damage,detrimentally interfere with,surreptitiously intercept,or expropriate any system,data,information,or property of another;(7)the
<br /> Advertiser Content,Advertising and Promotional Materials are not,in whole or in part,pornographic,obscene,abusive,threatening,indecent,vulgar,
<br /> defamatory,harassing,do not otherwise constitute trade libel,a violation of the right of publicity or an invasion of privacy,do not violate any other
<br /> laws relating to advertising,and are not otherwise objectionable or unlawful;(8)the Advertiser Content,Advertising,and Promotional Materials are
<br /> not false or misleading(9)the Advertiser Content,Advertising and Promotional Materials do not infringe,violate or misappropriate any third party
<br /> copyright,trademark,right of or to privacy,publicity or likeness,or other intellectual property or proprietary right;and(10)the Advertiser Content,
<br /> Advertising and Promotional Materials will be free from defects,materials or workmanship.If Advertiser executes this contract as an agency or
<br /> media buyer for a client,such Advertiser and its client shall be jointly and severally responsible for all payments hereunder.Advertiser covenants that
<br /> if Advertiser at any time fails to have all rights necessary to enable NCM to perform its obligations and exercise its rights under this Agreement,
<br /> Advertiser will obtain all such rights,and will be solely responsible for any liability of either party arisin_g out of any claim,allegation,suit or
<br /> proceeding alleging that either party does not have such rights.
<br /> 9.Disclaimer and Limitation of Liability.NCM PROVIDES ALL NCM CONTENT AND ALL SERVICES PERFORMED BY NCM UNDER
<br /> THIS AGREEMENT"AS-IS"AND"AS-AVAILABLE."NCM MAKES NO REPRESENTATIONS OR WARRANTIES,WHETHER EXPRESS,
<br /> IMPLIED OR STATUTORY,REGARDING THE NCM CONTENT OR SUCH SERVICES,AND ADVERTISER HAS NOT RELIED ON ANY
<br /> REPRESENTATIONS OR WARRANTIES OF NCM REGARDING THE NCM CONTENT OR SUCH SERVICES.NCM EXPRESSLY
<br /> DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE NCM CONTENT AND SUCH SERVICES,INCLUDING,
<br /> WITHOUT LIMITATION,ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR
<br /> PURPOSE, 11"1LE,OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.NCM'S TOTAL CUMULATIVE LIABILITY IN CONNECTION
<br /> WITH THIS AGREEMENT,WHETHER IN CONTRACT,TORT OR OTHERWISE,WILL NOT EXCEED THE AMOUNT OF FEES
<br /> ACTUALLY PAID TO NCM UNDER THIS AGREEMENT DURING THE 3 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS
<br /> GIVING RISE TO SUCH LIABILITY.IN NO EVENT WILL NCM BE LIABLE FOR ANY CONSEQUENTIAL,INDIRECT,EXEMPLARY,
<br /> PUNITIVE,SPECIAL,OR INCIDENTAL DAMAGES,INCLUDING WITHOUT LIMITATION ANY DAMAGES RELATING TO LOST
<br /> DATA,LOST REVENUE OR PROFITS,OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES,ARISING FROM OR
<br /> RELATING TO THIS AGREEMENT,HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY(INCLUDING NEGLIGENCE),
<br /> EVEN IF NCM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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<br /> 10.Indemnification.Advertiser is responsible for and will indemnify,defend,and hold harmless NCM and its subsidiaries and affiliates,and their
<br /> owners,officers,directors,employees and agents,from and against any and all direct and indirect losses,damages,liabilities,costs and expenses
<br /> (including reasonable attorneys'fees)resulting from or arising out of any:(1)actual or alleged breach by Advertiser of a provision of this
<br /> Agreement;(2)negligence or willful misconduct on the part of Advertiser,(3)exhibition,distribution,display,performance,reproduction,or other
<br /> use by NCM of the Advertising,Advertiser Content or Promotional Materials;or(4)damage to property or injury to or death of any person directly
<br /> or indirectly caused by any use or misuse of any Advertiser Content or Advertising,including,without limitation,and promotional materials or other
<br /> packaging or materials used in connection therewith.NCM will provide Advertiser with notice of any such claim or allegation,and NCM has the
<br /> right to participate in the defense of any such claim at its expense.
<br /> 11.Termination and Remedies.NCM may terminate this Agreement immediately upon any breach by Advertiser of this Agreement(in addition to
<br /> any other available remedy)or upon not less than 30 days notice to Advertiser for any other reason.Upon termination for breach by Advertiser,all
<br /> fees paid for Advertising which has not been exhibited will be forfeited by Advertiser.Upon any termination,NCM is not required to preserve or
<br /> maintain any Advertiser Content or Advertising.If Advertiser desires NCM to provide Advertiser with a copy of any Advertiser Content or
<br /> NCM Proposal for City of Everett-Public\Vora,Proprietary&Confidential PaS©I Order Type:New I ORD-1404-02023 I Sur ter 201'4� l
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