TERMS AND CONDITIONS
The organization contracting
for the purchase of advertising covered by this contract (hereinafter called “AGENCY” or “ADVERTISER”
as the case may be) and the station accepting this contract (hereinafter
called “STATION”) hereby agree that this contract shall be governed by the following conditions:
1. PAYMENT AND BILLING
(a) STATION will bill AGENCY or ADVERTISER monthly, using the Final Sunday Fiscal Month,
unless otherwise provided on the face of the contract.
(b) Payment by AGENCY or ADVERTISER is due upon receipt of invoice.
ADVERTISER waives any billing dispute if AGENCY
or ADVERTISER does not notify STATION of
such dispute in
writing within thirty (30) days from date of the invoice containing such amount in
dispute. In the event AGENCY or ADVERTISER timely notifies STATION of such dispute, AGENCY or
ADVERTISER and STATION shall work diligently with each toward a resolution,
but any amount not in
dispute shall be promptly paid as
described herein. Payments by established and recognized
agencies shall be subject to a 15% agency discount on cash payments only, except for
non-commissionable amounts or as otherwise stated herein or in a governing master contract.
(c) Invoices shall contain dates of advertising purchased on request,
length of commercial
announcement and cost.
(d) Upon request STATION shall provide proof of performance specifying
exact times when
commercials were aired taken from the
official log maintained by STATION as required by FCC
(e) If this agreement is entered into by an AGENCY, then AGENCY agrees
and AGENCY are jointly and severally purchasing
the advertising hereunder and acknowledges
that any credit
that has been extended by STATION has been extended on the basis of the
credit and promise to pay of both AGENCY and ADVERTISER. AGENCY represents and
warrants that it is authorized to bind the ADVERTISER and agrees that AGENCY and
ADVERTISER shall be jointly and severally liable for the payments to be made under thisagreement. Sequential liability is not accepted under any circumstance
unless in writing
(a) Commercial announcements or programs of less than 5 minutes duration may be cancelled
STATION, AGENCY or ADVERTISER upon fourteen (14) days
prior written notice, but no such
cancellation shall be
effective until fourteen (14) days after initial start of broadcasting hereunder
otherwise stated on face of confirmation.
(b) Programs of 5 minutes or longer duration may be cancelled by STATION, AGENCY or
ADVERTISER upon twenty-eight (28) days prior notice, but no such cancellation shall be
twenty-eight (28) days after initial start
of broadcasting hereunder unless otherwise stated on face of
(c) If AGENCY or ADVERTISER cancels contract, earned rates will apply.
If STATION cancels
contract, AGENCY or ADVERTISER shall
have the benefit of the same discounts which it would have
had it been allowed to complete the contract.
EXTENSIONS AND RENEWALS
Any extensions or renewals
of this contract shall be subject to prior approval by STATION and shall be
at the rates in effect at the time of said extension or renewal as set forth on STATION’s then published
4. EFFECT OF BREACH
(a) STATION reserves
the right to terminate this contract upon default by AGENCY or
in the payment of bills or other material breach of the terms hereof at any time upon one
day’s notice. Upon such termination all charges for advertising completed hereunder
and not paid shall
become immediately due and payable.
If STATION terminates by reason of AGENCY’s or
material breach, AGENCY’s or ADVERTISER’s liability shall be to pay not only for
advertising completed hereunder prior to termination by STATION but for advertising to
thereafter under the contract, less only the
STATION’s actual cost savings realized on account of
(such as fees to live talent that are cancellable at the time of termination of the contract).
(b) In the event of material breach by STATION in performing this contract, AGENCY or
ADVERTISER reserves the right to terminate this contract at any time
upon one (1) day’s prior notice.
In no event shall
STATION be liable or responsible for any incidental, special, consequential or punitive
damages (including without limitation, lost profits, promotional costs or costs of other media) relating
the performance or breach of this Agreement whether
arising in contract, tort or otherwise. STATION’s
liability to AGENCY and/or ADVERTISER for any breach of or failure to perform this Agreement
shall be limited to a refund of any amounts paid to STATION under this Agreement regardless
whether such liability arises in contract, tort or otherwise.
(c) In case suit or action is instituted by STATION for the collection
of any money owing hereunder
or for enforcement of any
of STATION’s rights hereunder, AGENCY or ADVERTISER agrees to pay all
costs and disbursements of said suit or action together with reasonable attorney’s fees.
5. FAILURE TO BROADCAST
If for any reason there is an interruption or omission of any advertising contracted to be broadcast
hereunder, STATION may suggest a substitute time period for the broadcast
of the interrupted or
omitted advertising. If no such substitute
time period is acceptable to AGENCY or ADVERTISER,
shall allow AGENCY or ADVERTISER (1) with respect to a program, a pro rata reduction in
the time and/or program charges hereunder in the amount of money assigned to the time and/or
program charges at time of purchase, and (2) with respect to a commercial
announcement, a reduction
in the time charges equal to
the amount of money assigned to the commercial announcement at time
of purchase. AGENCY or ADVERTISER shall have the benefit of the same discounts which would
have been earned if there had been no interruption or omission in the advertising. The
be STATION’s sole liability for any
failure to broadcast a commercial announcement hereunder. IN NO
EVENT SHALL STATION BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT,
SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR OTHERWISE.
6. SUBSTITUTION OF PROGRAMS OF PUBLIC SIGNIFICANCE
(a) STATION shall have the right to cancel any purchased advertising or portion thereof covered by
this contract in order to broadcast any program which, in its absolute
discretion, it deems to be of public
significance. In any
such case, STATION will notify AGENCY or ADVERTISER in advance if
reasonably possible, but where such notice cannot reasonably be given STATION will notify AGENCY
or ADVERTISER within one (1) business day after such scheduled broadcast has been cancelled.
(b) If AGENCY or ADVERTISER and STATION cannot agree upon a satisfactory
substitute day and
time, the broadcast time so preempted
shall be deemed cancelled without affecting the rates,
or rights provided under this contract, except that AGENCY or ADVERTISER shall not have
to pay the cancelled STATION charges.
7. RATE CLASS CODES AND OTHER TERMS
The Rate Class Codes are as follows: F = Fixed, will run within designated day and day part; M
= Moveable within the overall time parameters indicated without promise as to the specific
or distribution therein; P = Preemptible, scheduled
to run within the overall time parameters indicated
to preemption for other business at the discretion of the STATION.
(b) Any additional written terms and conditions contained in STATION’s proposal or quotation,
which are not inconsistent herewith, are hereby incorporated by reference.
8. PROGRAM AND COMMERCIAL MATERIAL
(a) Unless otherwise noted on the face of this contract, all program material and all commercial
announcements shall be furnished by STATION, excluding advertising announcement
shall be furnished by AGENCY or ADVERTISER.
All expenses connected with the delivery of
announcements to STATION, and with return therefrom, if return is directed, shall be paid
by AGENCY or ADVERTISER. In the event STATION furnishes or produces the commercial
announcement, STATION shall own all rights to such announcement and
the copy contained therein,
including without limitation
all copyrights, the creative concept contained therein, and the actual
(b) STATION will attempt to advise
AGENCY or ADVERTISER by telephone or email if AGENCY or
furnished program or commercial material and scheduling instructions do not arrive 72
hours in advance of advertising date. If material and instructions do not arrive at the STATION within
twenty-four (24) hours after STATION has notified the AGENCY or ADVERTISER,
STATION may bill
AGENCY or ADVERTISER (as the case may
be) for the time reserved. STATION will exert all
effort to broadcast material received from AGENCY or ADVERTISER despite late receipt.
(c) If, due to public emergency or necessity, force majeure, restrictions imposed by law, acts of
God, labor disputes or for any other cause beyond AGENCY’s or
ADVERTISER’S control, AGENCY or
provide commercial and/or program material prior to scheduled broadcast
hereunder, AGENCY or ADVERTISER shall not be liable to STATION. In such event, STATION shall
suggest a substitute day and time period for broadcast of said advertising and/or program
no such substitute day and time period is
mutually agreed upon, STATION shall credit AGENCY or
for the time and/or program charges hereunder in the amount of money assigned to the
time period and/or program at time of purchase. AGENCY or ADVERTISER shall have the benefit of
the same discounts which would have been earned if the advertising announcement
had been broadcast.
(d) Advertising material provided by AGENCY and ADVERTISER is subject to approval and
STATION may exercise a continuing right to reject such material, including
a right to reject for
unsatisfactory technical quality
or content. In the event program material is unsatisfactory, STATION
shall have the right to substitute its own program at no penalty to AGENCY or ADVERTISER. In the
event the commercial material is unsatisfactory, STATION will attempt to notify AGENCY
ADVERTISER by telephone or email and unless AGENCY or
ADVERTISER furnishes satisfactory
(24) hours prior to broadcast time this contract may be terminated by either party
without penalty to the other.
In the event STATION provides copy and/or production services to ADVERTISER all rights to
such copy, production and any recordings thereof shall be and remain the sole and exclusive
of STATION and ADVERTISER’s permitted use
thereof shall be limited to advertising on the STATION.
STATION agrees to hold
and save AGENCY and ADVERTISER harmless against all liability resulting
from the broadcast of (1) program material except program material furnished by AGENCY or
ADVERTISER and (2) musical compositions licensed for broadcasting by a music licensing
organization of which STATION is a licensee. AGENCY and ADVERTISER agree
to hold and save
STATION harmless against all liability
resulting from the advertising material or program material
by AGENCY or ADVERTISER except musical compositions licensed as stated above.
10. NON-DISCRIMINATION POLICY
STATION does not discriminate in the sale of advertising time, and will accept no advertising which is
placed with intent to discriminate on the basis of race, gender or ethnicity.
certifies that it is not buying broadcasting
air time under this advertising sales contract for a
purpose, including but not limited to decisions not to place advertising on particular
stations on the basis of race, gender, national origin, or ancestry.
STATION shall exercise normal precautions in handling of property and mail but assumes no
liability for loss of or damage to program or advertising material and other property furnished
AGENCY or ADVERTISER in connection with broadcasts hereunder.
STATION will not accept or
process mail, correspondence
or telephone calls in connection with broadcasts except after prior
(b) This contract, including the rights
under it, may not be assigned or transferred without first
the consent of STATION in writing, nor may STATION be required to broadcast hereunder for
the benefit of any advertiser other than the one named on the face contract. Failure of
STATION or of
AGENCY or ADVERTISER to enforce any of the
provisions herein shall not be construed as a general
or waiver as to that or any other provision.
obligations hereunder are subject to the terms and conditions of licenses held by it
and to applicable federal, state and local laws and regulations.
(d) This contract contains the entire agreement between the parties relating to the subject matter
herein contained, and no change or modification of any of its terms
and provisions shall be effective
against any party unless
the same is in writing signed by said party.
(e) This agreement
may be executed in counterparts, each of which shall be deemed an original,
and which together shall constitute one and the same instrument.
(f) Any sales, use, gross receipts or similar taxes imposed as a result of this order shall be the
responsibility of AGENCY and ADVERTISER. STATION may collect such tax
in addition to the price of