Terms and Conditions

Please read these Terms and Conditions (these "Terms") carefully. They explain your rights and obligations regarding use of the Entourage Advertising™ Service and constitute a binding agreement between you and Digital Advertising, Inc. ("DAT"). By accepting these Terms, you are deemed to be a customer of DAT and acknowledge and agree to be bound by and comply with all of these Terms and Conditions ("Terms"), as well as DAT's Privacy Policy, which may be found at http://digitaladtech.com/register/privacy.php, and DAT's "Advertising Policies and Guidelines," which may be found at http://digitaladtech.com/register/terms.php.

  1. 1. Accepting the Terms
    1. a. In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.
    2. b. You can accept the Terms by:
      1. (A) Clicking to accept or agree to the Terms, where this option is made available to you by DAT in the user interface for any Service; or
      2. (B) Actually using the Services, in which case you understand and agree that your use of the Services will be deemed acceptance of the Terms from that point onwards.
    3. c. You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with DAT, or (b) you are a person barred from receiving the Services under the laws of the United States, the state within the United States from which you are accessing the Entourage Advertising portal, or any other country or jurisdiction in which you reside or from which you use the Services.
    4. d. Before you continue, you should print off or save a local copy of the Universal Terms for your records.
  3. 2. Definitions
  4. Unless appearing otherwise, capitalized terms shall have the following definitions:
    1. a. "Ad" means an advertisement.
    2. b. "Advertiser Content" means (i) the images, music, text, video and other additions provided by you for incorporation into an Ad; and (ii) the entire content of an advertisement that you tender to DAT for display through a Media Schedule, if the advertisement is not based on a Preproduced Ad or custom Ad produced by Digital Advertising™.
    3. c. "Campaign Plan Report" means a schedule of planned Media Placements for an Ad.
    4. d. "Digital Destination" means the end site where an Ad gets displayed.
    5. e. "Entourage Media Member Network" means a digital advertising network which makes itself available for Media Placements through the Entourage Advertising Service.
    6. f. "Market" means the geographic area in which advertisements will be run, as delineated and determined by Digital Advertising™ in its sole discretion.
    7. g. "Media Information" means the quantitative and qualitative data and other information concerning programming, schedules, traffic, audiences of various Entourage Media Member Networks and similar information of interest to advertisers contemplating buying Media Placements.
    8. h. "Media Outlets" means companies that distribute programming or content over or through television, radio, and/or other media platforms, and/or which sell Media Placements for the purpose of distributing or publishing advertising messages.
    9. i. "Media Placement" means the right (which is subject to Media Outlets' terms, conditions and rules) to display or distribute advertisements on or through various media, including without limitation cable, satellite, or local or network broadcast television or radio media, print media, or outdoor advertising media.
    10. j. "Preproduced Ad" means a generic advertisement created, produced and/or made available by Digital Advertising for your customization and use through the Entourage Advertising™ Service.
    11. k. "Service" or "Entourage Advertising™ Service" means the services described in Section 3 below.
    12. l. "You" means persons or companies who purchase Media Placements or creative services through Digital Advertising™ or who purchase any other product or service from Digital Advertising™.
  5. 3. Services
  6. The Entourage Advertising™ Service includes, but may not be limited to, the following elements:
    1. a. Assistance in designing a Campaign Plan Report based on information such as your location, desired advertising area, demographic criteria, psychographic criteria, marketing objectives and budget;
    2. b. Various Digital Destination search and marketing services;
    3. c. Provision of Media Information;
    4. d. Access to custom produced Ads which you may use through an Ad Wizard available in the Entourage Advertising™ portal.
    5. e. Reports that help you better understand the performance of your Media Placements;
    6. f. Assistance in the purchase of Media Placements and Campaign Plan Reports; and
    7. g. g. Provision of additional services that may be offered from time to time.
  7. 4. Payment for Services
  8. Unless otherwise agreed in writing by Digital Advertising Technology, or by Purchase Order, payment for Digital Advertising Services and Media Placements will be charged in the following manor. If a Time based campaign is placed full payment is due upon the start of the campaign.
  9. If a campaign is placed that is not time based with a set start and end date, at the time the order is placed, a charge of 1 calendar day of advertising based on your approved campaign plan after confirmation of the networks destination of acceptance of the advertising spot by credit card, or other means approved by Digital Advertising technology then when the balance of advertising reaches $500 dollars (US) A charge will be made to the same payment vehicle, and subsequently every $500 dollars. One balance payment on the 28th of every month will be placed to allow Digital Advertising Technologies the ability to keep accurate records. If the advertising campaign is discontinued or paused before the $500 dollar threshold then a campaign end balance charge will be charged to the payment vehicle used to begin the campaign.
  10. For advertising campaigns that span multiple months, Digital Advertising Technologies may, in its sole discretion, charge on a monthly cycle in advance for Media Placements scheduled to air during the following month. Digital Advertising Technologies may store and use your payment information (including credit card information) for processing payments. If approved for credit by Digital Advertising Technologies, you will receive an invoice on a monthly basis for the applicable calendar month period with payment of each such invoice being due and payable within 15 days of the date of such invoice.
  11. 5. Purchase of Media Placements
    1. a. Upon receiving your order to purchase Media Placements, DAT will attempt to acquire Media Placements that are closest to the requested Media Placement specifications. DAT does not guarantee, however, that Media Placements corresponding to any or all of the Media Placement specifications will be available. In addition, DAT does not guarantee the order display of Ads on any particular platform or network, nor of the position therein.
    2. b. DAT will attempt to secure the Digital Destinations , inventory, placements, days, and time slots you request. However, Media Placements are not guaranteed and will be subject to these Terms and the terms and conditions imposed by Digital Media Member Networks, which typically allow the Member networks flexibility to adjust their schedules and to reject ads.
    3. c. You authorize DAT to act on your behalf for the purpose of purchasing Media Placements and to represent itself to Media Outlets, when appropriate in DAT's sole discretion, as your representative for the purpose of purchasing Media Placements in conjunction with the Entourage Advertising™ Service.
    4. d. Once you purchase a Media Placement, the Media Placement cannot be changed or cancelled except as provided in DAT's cancellation policies, which may be found at http://www.entourageads.com/about/cancellation/. DAT's Cancellation Policies are incorporated by reference into these Terms. If you have elected "auto-renewal" of your Ad or campaign in your order form, such Ad or campaign will automatically renew unless either party provides at least 30 days prior written notice of its intention not to renew.
    5. e. You are solely responsible for (i) the accuracy, non-deceptiveness, completeness, propriety, and substantiation of the Ads, as customized, and other advertising used by you to advertise your business; (ii) all Advertiser Content; and (iii) any information, disclosures or requirements that are imposed upon you as a result of your business activities by any governmental, regulatory or oversight agency, body, tribunal or proceeding. You agree to review and approve all materials prepared by DAT or submitted by you to confirm that descriptions and representations, direct or implied, with respect to your business, products, services, industry, and competitors, are accurate and supportable and that such descriptions and representations are in compliance with all legal and regulatory requirements, directives and guidelines. DAT reserves the right, but does not have the obligation, to reject any Ad containing content deemed to be objectionable by DAT, including content that is libelous, defamatory, obscene, indecent, harmful, threatening, abusive, harassing, vulgar, hateful, racially, ethnically or otherwise objectionable matter, or any matter contrary to law or other governmental rules and regulations.
    6. f. DAT will attempt to prevent any loss to you as a result of the failure of Media Outlets, suppliers or others to fulfill their commitments, but DAT will not be liable for any such failure or any destruction or unauthorized use of Advertiser Content. Your purchase of Media Placements will be subject to the Media Outlet terms under which the Media Placement is purchased, and to the Media Outlet Rules and Policies, which may include (i) the right of the Media Outlet to reject, pre-empt, change, or substitute Media Placements or programming; (ii) deadlines for submission of material; (iii) cancellations; (iv) compliance with the Media Outlet's policies regarding approval of advertising content; (v) alternative performance (for instance, through make-goods), refunds, and other remedies; (vi) limitations and exclusions of your remedies; and (vii) indemnification for liabilities arising out of publication or distribution of the Ad (including customized versions) and Advertiser Content.
    7. g. For distribution of Ads, you acknowledge and agree that DAT does not operate or control the Digital Member Networks and other services on which your Ad may appear. Furthermore, due to the nature of the Internet, your Ad may be forwarded, copied, posted or displayed on Digital Destinations and other services which neither you nor DAT approved or intended. DAT shall have no liability for any such display or posting, except as a result of willful misconduct on the part of DAT.
    8. h. If you have questions about these Terms or the Digital Advertising™ Service. You may also send questions via e-mail to support@entourageads.com.
  13. 6. IP Rights
    1. a. As between you and DAT, except for Advertiser Content, all copyright and other intellectual property rights contained in or displayed through Ads and other material developed or made available by DAT, including without limitation, Preproduced Ads, templates, images, scripts, story lines, sound tracks, tag lines, and "look and feel," are and will remain DAT's sole and exclusive property. No intellectual property rights in the Ads or customized versions will be transferred to you, other than the limited license to use and display your Ad pursuant to these Terms. Except for any Advertiser Content, DAT shall own exclusive rights in any and all derivative works created from Ads. The incorporation of any Advertiser Content into any Ad in no way will affect DAT's continued and separate copyright ownership in the Ad, and DAT's ownership will not merge with your ownership of Advertiser Content nor deprive DAT of its copyright ownership. You hereby grant to DAT a worldwide, perpetual, irrevocable, sublicensable, royalty-free right to use any and all Advertiser Content for purposes of fulfilling its obligations under this Agreement, including the publication and display of Advertiser Content and related Ads, and for DAT's marketing purposes. You understand and agree that DAT may redesign or modify the structure, layout, content and look and feel of Advertiser Contents and related Ads. You hereby agree to defend, indemnify and hold harmless DAT and its legal representatives, officers, directors, shareholders, successors and assigns, and those acting under their permission or authority, from and against any claims, demands, proceedings, damages, penalties, and other liability of any kind or character arising by virtue of any of the above in this Section, including any blurring, distortion, alteration, optical illusion, or use in composite form, whether intentional or otherwise, that may occur or be produced in the publication and display of the Advertiser Content and related Ads, or in any processing tending toward the completion of the finished product, unless it can be shown that the publication thereof was maliciously caused, produced, or published in bad faith by DAT solely for the purpose of subjecting Advertiser to conspicuous ridicule, scandal, reproach, scorn, and indignity.
    2. b. Preproduced Ads (including customized versions) shall be used solely to obtain Media Placements through the Entourage Advertising Service and may not be placed or displayed through any platform other than Entourage Advertising. DAT reserves the right in its sole discretion to determine the scope and terms of the right to use Preproduced Ads (including customized versions) in any market. DAT's determinations in connection with all issues concerning rights to use Preproduced Ads (including customized versions) shall be final.
    3. c. Except as explicitly stated above, DAT will be under no restriction with respect to granting to others the right to use and display any Preproduced Ad (including customized versions) at any time and in any market.
    4. d. Media Information and Campaign Plan Reports are confidential and proprietary information owned by DAT and/or its suppliers. You are authorized to use the Media Information and Campaign Plan Reports only for your own personal use through the Entourage Advertising™ Service, and in connection with the formulation, evaluation and purchase of Media Placements, so long as you are a DAT customer. You may not convey any Media Information or Campaign Plan Report to any third party, or copy, publish, or distribute the Media Information or Campaign Plan Reports in any manner.
  15. 7. Submission of Your Own Ads
  16. You may submit your own advertisements for delivery as Media Placements purchased through the Entourage Advertising Service. These Terms, including all representations and warranties, apply to any such submissions , which shall be treated as Advertiser Content, and you shall be fully responsible for, and shall defend, indemnify and hold harmless DAT and its legal representatives, officers, directors, shareholders, successors and assigns, and those acting under their permission or authority, from and against any claims, demands, proceedings, damages, penalties, and other liability related to them. Upon DAT's request, you will provide DAT with documentation evidencing your legal right to use and publish the content of your Ad.
  17. 8. Adherence to Digital Advertising's Policies and Procedures; Acceptance and Approval of Ads
  18. Your use of the Entourage Advertising™ Service, or any other services offered by or through DAT, will be subject to these Terms, DAT's Advertising Policies and Guidelines and DAT's Privacy Policy, as published on the DAT website and as amended from time to time. All Media Placements, Campaign Plan Reports, Ads and Advertiser Content are subject to compliance with DAT's Advertising Policies and Guidelines and to DAT's approval, which DAT may grant or withhold in its sole discretion.
  19. 9. Representations and Warranties
  20. You represent and warrant that:
    • You are at least 18 years of age and the age of majority in your jurisdiction of residence and the jurisdiction from which you are accessing the Service;
    • You have the full right, power and authority to enter into and perform under these Terms;
    • You are not a Media Outlet, or an employee, agent or affiliate of a Media Outlet, television station, broadcaster, cable or satellite television system operator;
    • You are purchasing Media Placements for your own use and not for resale;
    • You own or control, without any limitations or restrictions, all rights that may be necessary to broadcast, cablecast and otherwise exhibit, distribute and publish the Advertiser Content submitted by you to DAT as contemplated by these Terms, and all royalties and fees in connection therewith have been paid, so that DAT will not be liable to pay any royalties, fees or other monies whatsoever with respect to the use of the Advertiser Content;
    • The synchronization of all music (including lyrics) in the Advertiser Content has been duly licensed and authorized by all proper parties; the performing rights in all such music is either controlled by ASCAP, BMI or SESAC, in the public domain, or under your control, in which case you grant the Digital Media Member Networks the right to perform such music;
    • You are authorized and licensed to use the names and pictures of any objects depicted in the Advertiser Content and you have obtained all necessary authorizations or releases from all persons whose names, voices, photographs or likenesses, works, compositions, services or materials appear in or were rendered in connection with the Advertiser Content;
    • You are authorized and licensed to use any testimonials contained in the Advertiser Content;
    • You own, control or have a license to use all trademarks, service marks, copyrighted material and other proprietary rights embodied or displayed in the Advertiser Content;
    • You have documentary substantiation for all claims made in your Advertiser Content and Ad;
    • The Advertiser Content submitted by you, and your use of an Ad, is truthful and not misrepresentative or misleading;
    • The broadcasting of the Advertiser Content will not violate any law, rule, or regulation of a federal, state, or local governmental agency or self regulatory organization or association, or any other provision of applicable law;
    • The Advertiser Content submitted by you, and your use of an Ad, will not plagiarize or contain any libelous, defamatory, obscene, indecent, harmful, threatening, abusive, harassing, vulgar, hateful, racially, ethnically or otherwise objectionable matter, or any matter contrary to law or to the rules and regulations of the Federal Communications Commission;
    • You will not place, or cause to be placed, any Ad on any medium containing content deemed to be objectionable by DAT, including content that is libelous, defamatory, obscene, indecent, harmful, threatening, abusive, harassing, vulgar, hateful, racially, ethnically or otherwise objectionable matter, or any matter contrary to law or other governmental rules and regulations.
    • The Advertiser Content submitted by you, and your use of an Ad, will not violate or infringe the trademark, service mark, copyright or other proprietary right, the right of privacy or publicity or any other right of any third party;
    • The Advertiser Content submitted by you shall not contain any computer viruses, booby traps, time bombs, or other programming that interferes with the normal functioning of the Entourage Advertising™ website, Entourage Advertising™ data or Entourage Advertising™ Services;
    • You will use the Ad only in compliance with these Terms and the terms and restrictions set forth in the applicable order form;
    • You will not use any part of any Ad (including customized versions) outside the Entourage Advertising™ Service, and you will not (and will not assist any third party to) create any Ad similar to, based upon or inspired by any Ad for use outside the Entourage Advertising™ Service; and
    • There is no outstanding contract or commitment, and no pending or threatened litigation, which is or may be in conflict with these Terms or in any way conflict, restrict or impair DAT's rights or your obligations under these Terms.
  21. 10. Taxes
  22. Charges for the Entourage Advertising™ Service and Media Placements are exclusive of any applicable national, state, municipal or other governmental excise, sales, value-added, use, personal property, and/or occupational taxes, excises, assessments withholding taxes and obligations and other levies now in force or enacted in the future, all of which you will be responsible for and will pay in full. You agree to pay or reimburse DAT for any taxes that are levied on the transactions hereunder, exclusive of taxes on Digital Advertising's net income. Any such payments or reimbursements will be payable by charge to the payment account that you have selected for payment of amounts due DAT. Upon your written request, DAT will provide you with reasonable documentation to support invoiced amounts applied to taxes.
  23. 11. Indemnification.
  24. You will defend, indemnify and hold harmless DAT and its related companies and affiliates, Digital Media Member Networks, and all of the foregoing's respective officers, directors, shareholders, members, managers, licensors, licensees, suppliers, content providers, employees and agents (collectively, the "Indemnitees") from and against any and all losses, damages, liabilities, claims, demands, suits, costs and expenses (including attorneys' fees and expenses) which any Indemnitee may incur arising out of or relating to (i) Advertiser Content and/or your submittal, modification, display and/or use of an Ad, including without limitation, claims of infringement or misappropriation; (ii) claims that your products or services are defective, injurious, or harmful (including, without limitation, any claim for bodily injury or death); (iii) claims that the manufacture, sale, distribution or use of any of your products or services violates the rights of any third parties or that the advertising, publicity or promotion of your products or services violates or encourages or induces the violation of the rights of any third parties; (iv) any blurring, distortion, alteration, optical illusion, or use in composite form, whether intentional or otherwise, that may occur or be produced in the publication and display of the Advertiser Content and related Ads, or in any processing tending toward the completion of the finished product, (v) your breach or alleged breach of any of these Terms, and/or (vi) the inaccuracy or failure of any of the above representations and warranties. You shall notify Digital Advertising™ promptly of any claims or actions to which your indemnity applies.
  25. Disclaimer
  26. THE ENTOURAGE ADVERTISING™ SERVICE IS PROVIDED ON AN "AS IS" BASIS, AND DAT, ITS RELATED COMPANIES, AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, LICENSORS, LICENSEES, EMPLOYEES, SUPPLIERS, DISTRIBUTORS, CONTENT PROVIDERS AND AGENTS DISCLAIM ANY AND ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY REGARDING THE ADS (INCLUDING CUSTOMIZED VERSIONS), THE ENTOURAGE ADVERTISING™ SERVICES, STORAGE OF ADVERTISER CONTENT, AND ANY DELIVERABLES INCLUDED IN SUCH ADS (INCLUDING CUSTOMIZED VERSIONS) AND/OR ENTOURAGE ADVERTISING™ SERVICES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THERE IS NO WARRANTY THAT THE ADS OR ENTOURAGE ADVERTISING™ SERVICES WILL BE ERROR FREE, WILL BE ON TIME, WILL OPERATE WITHOUT INTERRUPTION, WILL FULFILL YOUR PARTICULAR PURPOSES OR NEEDS OR MEET ANY LEVEL OF SALES, PURCHASES, CLICKS, LEADS OR OTHER PERFORMANCE METRIC. DAT MAKES NO WARRANTY AS TO STORAGE OF ADVERTISER CONTENT AND SHALL NOT BE RESPONSIBLE FOR ANY LOSS OF OR DAMAGE TO ADVERTISER CONTENT. TO THE EXTENT THAT DAT CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
  27. Limited Liability
  28. IN NO EVENT WILL DAT, ITS RELATED COMPANIES AND AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, LICENSORS, LICENSEES, EMPLOYEES, DISTRIBUTORS, SUPPLIERS, CONTENT PROVIDERS AND AGENTS BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST BUSINESS OR DAMAGES ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF THE THESE TERMS, ADS, MEDIA PLACEMENTS (INCLUDING MISSED MEDIA PLACEMENTS) OR ENTOURAGE ADVERTISING™ SERVICES, EVEN IF DAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE AGGREGATE LIABILITY FOR ANY OTHER TYPES OF DAMAGES RECOVCERABLE FROM DAT AND ITS RELATED COMPANIES AND AFFILIATES AND THEIR RESPECTIVE, OFFICERS, DIRECTORS, SHAREHOLDERS, LICENSORS, LICENSEES, EMPLOYEES, SUPPLIERS AND AGENTS WILL BE LIMITED TO CUMULATIVE AMOUNTS ACTUALLY PAID BY YOU TO DAT UNDER THESE TERMS IN CONNECTION WITH THE PARTICULAR ADS OR ENTOURAGE ADVERTISING™ SERVICES THAT ARE THE BASIS FOR SUCH LIABILITY.
  29. Failure of Suppliers/Force Majeure
  30. DAT will use commercially reasonable efforts to guard against or limit any loss to you as the result of the failure of Digital Media Member Networks and other suppliers to properly execute their commitments, but DAT will not be responsible or liable for any such failure. In addition, neither party shall be deemed in default of these Terms to the extent that performance of its obligations (other than your payment obligations) or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, acts of war or terrorism, shortage of materials or supplies, failure of transportation or communications or of suppliers of goods or services, or any other cause beyond the reasonable control of such party.
  31. Notice
  32. Any notice under these Terms shall be deemed served if delivered in the following respective manners:
    • If to Digital Advertising, by registered mail to the following address:
      Digital Advertising Technologies, Inc.
      Three Embarcadero Center, Suite 1120
      San Francisco, California 94111
      Attention: Office of the General Counsel
    • If to you, by email to the email address you provided when you opened your Digital Advertising™ account, or at an email address that you later provide when you update your Digital Advertising™ account information.
  33. Privacy Policy
  34. DAT's Privacy Policy applies to use of the Entourage Advertising™ website and Entourage Advertising™ Services, and its terms are made a part of these Terms by this reference. You may see DAT's Privacy Policy by clicking here. Additionally, by using the Entourage Advertising™ website and the Entourage Advertising™ Services, you acknowledge and agree that internet transmissions are never completely private or secure, and that any message or information you send through Entourage Advertising™ may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.
  35. 17. General
    1. a. Governing Law. These Terms will be interpreted and construed in accordance with the laws of the State of California and the United States of America, without regard to conflict of law principles.
    2. b. Arbitration. In connection with any dispute or claim arising out of or in connection with these Terms, you and DAT agree to arbitrate such dispute before a single arbitrator mutually agreed upon by the parties, under the auspices of Judicial Arbitration and Mediation Services (JAMS). If the parties are unable to agree upon an arbitrator, the parties agree to the designation of an arbitrator by JAMS. The arbitration shall take place in San Francisco, California or in the office of JAMS closest to that city. The arbitrator shall apply California law. The arbitrator's award will be final and non-appealable, and judgment may be sought thereon in any court with jurisdiction. In the event that arbitration is necessary, the prevailing party shall have its costs associated with the arbitration, including its reasonable attorneys' fees, paid by the other party.
    3. c. Injunctive Relief. You acknowledge and agree that compensatory damages are an adequate and complete remedy for a breach of these Terms by DAT, and that you will in no event seek or be entitled to receive injunctive or any other form of equitable relief as a remedy for any such breach. The preceding sentence notwithstanding, nothing herein shall restrict DAT's right to seek injunctive relief.
    4. d. No Assignment. You may not assign your rights or delegate your obligations under these Terms without DAT's written consent. DAT may assign its rights and obligations under these Terms.
    5. e. Late Charges; Attorney's Fees. Any amounts not paid within 30 days of the date due will bear a monthly finance charge equal to the lesser of 1.5% of the outstanding balance or the maximum amount allowed by law. If You fail to pay any amount due, You also will be liable for all costs of collections incurred by DAT, including but not limited to collection agency fees, reasonable attorneys' fees and court costs.
    6. f. Amendment; Waiver. These Terms may be amended unilaterally by DAT. An amendment will become effective upon the date that DAT posts the amended Terms on the Entourage Advertising website, or upon the giving of written notice to you by mail or by email. Except as provided in the preceding sentence, these Terms may not be amended except in a writing signed by both parties. Any waiver of the provisions of these Terms or of a party's rights or remedies under these Terms must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of these Terms or its rights or remedies at any time, will not be construed as a waiver of such party's rights under these Terms and will not in any way affect the validity of the whole or any part of these Terms or prejudice such party's right to take subsequent action. No exercise or enforcement by either party of any right or remedy under these Terms will preclude the enforcement by such party of any other right or remedy under these Terms or that such party is entitled by law to enforce.
    7. g. Termination. Notwithstanding anything to the contrary contained in these Terms, upon notice to you, DAT may immediately terminate your right to use Ads or other materials that may have been made available to you, Campaign Plan Report and/or these Terms (i.e., its agreement with you) without cause and without liability. In the event DAT terminates these Terms as provided in the preceding sentence, then, in DAT's sole discretion, it may refund to you any amounts you have paid for Media Placements that have not been and will not be aired minus any nonrefundable amounts that DAT has committed to Media Outlets.
    8. h. Survival. Sections 4 through 7, 9 through 15 and 17 will survive the termination of these Terms.
    9. i. Entire Agreement. These Terms and the accompanying order form express the entire agreement between the parties, and all previous or contemporaneous agreements and understandings are merged herein and superseded hereby. Notwithstanding the foregoing, if a term or condition specified by these Terms conflicts with a term or condition of a particular order form, then these Terms shall take precedence over the conflicting term or condition specified by the order form. The order form together with these Terms shall constitute the "Agreement."
    10. j. Severability. If any term, condition, or provision in these Terms is found to be invalid, unlawful or unenforceable to any extent, you and DAT shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in these Terms. If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.
    11. k. Non-Solicitation. During the term of this Agreement and continuing for a period of 12 months after the termination of this Agreement, you agree that you will not, without DAT's prior written consent, directly or indirectly, solicit or encourage any employee or contractor of DAT or its affiliates to terminate employment with, or cease providing services to, DAT or its affiliates.
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