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Standard Advertising Terms and Conditions

The organization contracting for the purchase of advertising covered by these SpringPath Standard Advertising Terms and Conditions (“ADVERSITER”) and SpringPath Inc., (or an affiliate therof)(“AGENCY”) hereby agree that all advertising placed by ADVERTISER with AGENCY shall be governed by the following terms and conditions (the “Agreement”):

  1. PAYMENT AND BILLING

(a)     AGENCY will bill ADVERTISER monthly, using the First Day of Each Month, unless otherwise provided on the face of the contract.

Payment by ADVERTISER is due upon receipt of invoice.  ADVERTISER waives any billing dispute if ADVERTISER does not notify AGENCY of such dispute in writing within thirty (30) days from date of the invoice containing such amount in dispute.  In the event ADVERTISER timely notifies AGENCY of such dispute, ADVERTISER and AGENCY shall work diligently with each toward a resolution, but any amount not in dispute shall be promptly paid as described herein.

(c)      For on-air advertising, upon request AGENCY shall provide proof of performance specifying exact times when commercials were aired taken from the official log maintained by AGENCY.

  1. TERMINATION

(a)     On-air commercial announcements or programs of less than 5 minutes duration may be cancelled by 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)     On-air programs of 5 minutes or longer duration may be cancelled by AGENCY or ADVERTISER upon twenty-eight (28) days prior notice, but no such cancellation shall be effective until twenty-eight (28) days after initial start of broadcasting hereunder unless otherwise stated on face of confirmation.

(c)      All other advertising may be cancelled immediately by AGENCY, and upon fourteen (14) days prior written notice by ADVERTISER.

(d)     If ADVERTISER cancels contract, standard rates will apply.

  1. EXTENSIONS AND RENEWALS

Any extensions or renewals of this contract shall be subject to prior approval by AGENCY and shall be at the rates in effect at the time of said extension or renewal as set forth on AGENCY’s then published rate card.

  1. EFFECT OF BREACH

(a)     AGENCY reserves the right to terminate this contract upon default by ADVERTISER 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 AGENCY terminates by reason of ADVERTISER’s material breach, ADVERTISER’s liability shall be to pay not only for advertising completed hereunder prior to termination by AGENCY but for advertising to be completed thereafter under the contract, less only the AGENCY’s actual cost savings realized on account of termination (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 AGENCY in performing this contract, ADVERTISER reserves the right to terminate this contract at any time upon one (1) day’s prior notice.  In no event shall AGENCY 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 to the performance or breach of this Agreement whether arising in contract, tort or otherwise.  AGENCY’s total liability to ADVERTISER for any breach of or failure to perform this Agreement shall be limited to a refund of any amounts paid to AGENCY under this Agreement regardless of whether such liability arises in contract, tort or otherwise.

(c)      In case suit or action is instituted by AGENCY for the collection of any money owing hereunder or for enforcement of any of AGENCY’s rights hereunder, ADVERTISER agrees to pay all costs and disbursements of said suit or action together with reasonable attorney’s fees.

  1. FAILURE TO BROADCAST/PUBLISH

If for any reason there is an interruption or omission of any advertising contracted to be broadcast or published hereunder, AGENCY may suggest a substitute time period for the broadcast/publication of the interrupted or omitted advertising.  If no such substitute time period is acceptable to ADVERTISER, AGENCY shall provide ADVERTISER with the following: (1) with respect to an on-air 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; (2) with respect to an on-air commercial announcement, a reduction in the time charges equal to the amount of money assigned to the commercial announcement at time of purchase; and (3) with respect to all other advertising, a pro rata reduction of charges hereunder .  The foregoing shall be AGENCY’s sole liability for any failure to broadcast/publish any advertising hereunder.  IN NO EVENT SHALL AGENCY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.

  1. SUBSTITUTION OF PROGRAMS OF PUBLIC SIGNIFICANCE

(a)     AGENCY shall have the right to cancel any purchased advertising or portion thereof covered by this contract in order to broadcast any program (or publish any content) which, in its absolute discretion, it deems to be of public significance.  In any such case, AGENCY will notify ADVERTISER in advance if reasonably possible, but where such notice cannot reasonably be given AGENCY will notify ADVERTISER promptly after such scheduled broadcast/publication has been cancelled.

(b)     If ADVERTISER and AGENCY cannot agree upon a satisfactory substitute day and time, the broadcast/publication time so preempted shall be deemed cancelled without affecting the rates, discounts, or rights provided under this contract, except that ADVERTISER shall not have to pay the cancelled AGENCY charges.

  1. ON-AIR RATE CLASS CODES AND OTHER TERMS

(a) The on-air 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

placement or distribution therein; P = Preemptible, scheduled to run within the overall time parameters indicated subject to preemption for other business at the discretion of the AGENCY.

(b)     Any additional written terms and conditions contained in AGENCY’s proposal or quotation, which are not inconsistent herewith, are hereby incorporated by reference.

  1. PROGRAM AND COMMERCIAL MATERIAL

(a)     Unless otherwise noted on the face of this contract, all advertising shall be furnished by AGENCY, excluding content and material, which shall be furnished by ADVERTISER.  All expenses connected with the delivery of advertising to AGENCY, and with return therefrom, if return is directed, shall be paid by ADVERTISER.  In the event AGENCY furnishes or produces the advertising, AGENCY shall own all rights to such advertising and the copy and content contained therein, including without limitation all copyrights, the creative concept contained therein, and any display, audio and/or video content.

(b)     AGENCY will attempt to advise ADVERTISER by telephone or email if . ADVERTISER furnished advertising material and/or scheduling instructions do not arrive 72 hours in advance of advertising date.  If such material and instructions do not arrive at the AGENCY within twenty-four (24) hours after AGENCY has notified the ADVERTISER, AGENCY may bill ADVERTISER for the time/advertising reserved.  AGENCY will use reasonable commercial efforts to broadcast/publish material received from ADVERTISER despite late receipt.

(c)      With respect to banner advertising, ADVERTISER shall not furnish to AGENCY any advertising material in violation of the SpringPath Ad Policy, as modified by AGENCY from time to time.  A copy of the most recent SpringPath Ad Policy is available upon request.  If any ADVERTISER banner ad violates SpringPath Ad Policy and no substitute ad is provided, AGENCY may bill . ADVERTISER (as the case may be) for the ad space reserved.

(d)     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, ADVERTISER cannot provide advertising material prior to scheduled broadcast/publication hereunder, ADVERTISER shall not be liable to AGENCY.  In such event, AGENCY shall suggest a substitute day and time period for broadcast/publication of said advertising and/or program material.  If no such substitute day and time period is mutually agreed upon, AGENCY shall credit . ADVERTISER for the charges hereunder in the amount of money assigned to the subject advertising.

(e)     Advertising material provided by AGENCY and ADVERTISER is subject to approval and AGENCY may exercise a continuing right to reject such material, including a right to reject for unsatisfactory technical quality or content.  In the event advertising material is unsatisfactory, AGENCY shall have the right to substitute its own material at no penalty to ADVERTISER.  In the event the commercial material is unsatisfactory, AGENCY will attempt to notify ADVERTISER by telephone or email and unless ADVERTISER furnishes satisfactory material twenty-four (24) hours prior to broadcast/publication time.  AGENCY may bill ADVERTISER for the time/advertising reserved.  AGENCY will use reasonable commercial efforts to broadcast/publish material received from ADVERTISER despite late receipt.

(f)      In the event AGENCY provides copy and/or production services to ADVERTISER all rights to such copy, production and any audio and /or video recordings thereof shall be and remain the sole and exclusive property of AGENCY and ADVERTISER’s permitted use thereof shall be limited to advertising with the AGENCY.

  1. ADVERTISING LIABILITIES

(a)     AGENCY agrees to hold and save ADVERTISER harmless against all liability resulting from the broadcast of material supplied by AGENCY (i.e., excluding material furnished by ADVERTISER.  ADVERTISER severally agrees to hold and save AGENCY harmless against all liability resulting from the advertising material or program material furnished by ADVERTISER.

(b)     AGENCY and ADVERTISER warrant that all commercials provided to AGENCY are properly licensed to be published and performed via over the air broadcast and on the internet.  AGENCY may elect to publish and perform commercials on the internet.

  1. NON-DISCRIMINATION POLICY

NONDISCRIMINATION POLICY:  AGENCY does not discriminate in advertising contracts on the basis of race or ethnicity, and will not accept any advertising which is intended to discriminate on the basis of race or ethnicity.  ADVERTISER and/or AGENCY represents and warrants that it is not purchasing advertising time from AGENCY that is intended to discriminate on the basis of race or ethnicity.

  1. GENERAL

(a)     AGENCY 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 by ADVERTISER.  AGENCY will not accept or process mail, correspondence or telephone calls in connection with broadcasts/publications except after prior approval.

(b)     This contract, including the rights under it, may not be assigned or transferred by ADVERTISER without first obtaining the consent of AGENCY in writing, nor may AGENCY be required to broadcast/publish hereunder for the benefit of any advertiser other than the one named on the face contract.  Failure of AGENCY or of ADVERTISER to enforce any of the provisions herein shall not be construed as a general relinquishment or waiver as to that or any other provision.

(c)      AGENCY’s 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.  AGENCY may collect such tax in addition to the price of advertising hereunder.