Terms and Conditions WHAN-AM is owned and operated by Fifth Estate Broadcasting, L.L.C. The advertiser placing advertising covered by this contract (thereafter called ADVERTISER) and the station accepting this contract (thereafter called STATION) hereby agree that this contract shall be governed by the following conditions.
Payment and Billing
Advertiser Solely Liable. ADVERTISER agrees to pay, and STATION agrees to hold ADVERTISER solely liable for payment for the broadcast covered by the contract unless expressly otherwise agreed in writing.
Time. ADVERTISER agrees to pay for broadcast covered by this contract at the office of STATION or of its authorized representative, on or before the last day of the month following that in which the broadcasting is done unless otherwise stipulated on the face of this contract.
Billing. STATION will bill ADVERTISER at monthly intervals unless otherwise provided on the face of this contract. STATION's invoices shall be in accordance with the log and shall be deemed to be correct unless proved otherwise. Upon request of ADVERTISER, certificates of performance will be furnished by STATION at lime of billing. Unless requested prior to billing the furnishing of such certificates shall not act as a condition precedent to the payment, or the time of any payment called for hereinunder.
Effect of Breach
By Advertiser. STATION reserves the right to cancel this contract at any time upon default by ADVERTISER in the payment of bills, or other material breach on the part of the ADVERTISER of any of the conditions herein: and upon such cancellation of all broadcasting done hereinunder and not paid shall become immediately due and payable. In the event of a cancellation by the reason of material breach by ADVERTISER, ADVERTISER shall pay the STATION, as liquidated damages, a net sum equal to the actual out-of-pocket cost to the STATION incurred through the cancellation of this contract, together with the amount owing at the earned rate for broadcasts performed hereunder prior to such cancellation.
By Station. In the event of a cancellation by reason of a material breach by STATION, STATION shall pay to ADVERTISER as liquidated damages, a net sum equal to the actual out-of-pocket cost to ADVERTISER incurred through cancellation of this contract.
Termination and Renewal
Notice. Contract may be terminated by either party by giving the other twenty eight (28) days prior written notice unless otherwise stipulated on this face of this contract.
Effect a/Termination. If ADVERTISER so terminates this contract, it will pay the STATION at earned rate according to STATION's rate card on which this contract is based. If STATION so terminates this contract, ADVERTISER will then either agree with STATION on a satisfactory day or lime for continuance of broadcasts at the rate card rates upon which this contract is based or, if no such agreement can be reached, ADVERTISER will pay STATION according to the rates specified herein for all broadcasts previously rendered by STATION.
Renewal The broadcast times covered by this contract may be renewed by ADVERTISER provided there is no interruption in continuity of broadcasts by giving STATION fourteen ( 14) days prior written notice. Failure to exercise this option Jo renew within the time and in the manner provided voids all ADVERTISER's rights for such renewal.
Inability to Broadcast.
a) Interruption of Signal. Should STATION, due to public emergency or necessity, legal restrictions, labor disputes, strikes, boycotts, secondary boycotts, Acts of God, or for any reason, including to not limited to mechanical breakdowns beyond the control and without fault of the STATION, then STATION shall not be liable to ADVERTISER except to the extent of allowing a pro rate reduction in the lime charges hereunder.
Substitutions of Programs of Public Significance.
Conditions a/Substitutions. STATION shall have the right to cancel any broadcast or portion thereof covered by this contract to broadcast any program which in its absolute discretion it deems to be of public importance
or in the public interest. In any such case STATION will notify ADVERTISER in advance if reasonably possible, but in any case within a reasonable time after broadcast, that ADVERTISER's broadcast may have been canceled.
Adjustment. If ADVERTISER and STATION cannot agree upon a satisfactory substitute day and lime, the broadcast time so preempted shall be canceled without affecting the rates, discounts, or rights provided herein, except that ADVERTISER shall not be required to pay for canceled broadcast.
Published. STATION represents that all its time rates are published. STATION shall furnish to ADVERTISER if requested in writing.
Rate Protection. Notwithstanding anything to the contrary in this contract or any other agreement between the parties herein, STATION reserves the right to increase any of its rates and charges by public announcement of a new rate card but no increases shall be applicable to broadcasts under a current contract or extension or renewals thereof, until six months from the effective date of such new rates.
Station Responsibility. The contract for STATION lime includes the services of the technical staff and a regular staff announcer. Other talent and service charges, if any, are covered in this contract and such charges are subject to change by ADVERTISER with the consent of STATION.
Approval,of Material,.Broadcasts prepared by ADVERTISER are subject to the approval of STATION both as to artists and broadcast content.
Indemnification by Advertiser. Except as otherwise hereinafter expressly provided, ADVERTISER will hold and save STATION harmless against all liability for libel, slander, illegal competition or trade practice, infringement of trademarks, trade names or program titles, violation of rights or privacy and infringement of copyrights and proprietary rights and music performing rights, resulting from the broadcasting of the broadcasts herein provided in the form furnished by ADVERTISER.
Indemnification by Station. STATION agrees, however, to hold and save ADVERTISER harmless against all such liability where the broadcasts are prepared and produced both as to artists and broadcast content by STATION excepting only such liability as may result from the broadcasting of the commercial credits and other material as furnished by ADVERTISER.
Subject to Federal, State and Municipal Laws. This contract is subject to the terms of license held by STATION and is subject also to all Federal, State and Municipal laws and regulations now in force, or which may be enacted in the future, including the Rules and Regulations of the Federal Communications Commission made in pursuance of its quasi-legislative powers and its decisions and actions and orders when acting in its quasi-judicial capacity.
Assignment and Waiver. This contract, including its rights under it, may not be assigned or transferred without first obtaining the consent of STATION in writing nor may STATION be required to broadcast hereunder for the benefit of any other advertiser than the one named on the face of this contract.
Products Named in Contract. STATION shall not be required to broadcast hereunder for any other products than the ones named in the contract, without first obtaining the approval of STATION so to do in writing.
Station Breaks. ADVERTISER agrees that STATION may deduct from any period of fifteen minutes not more than 2 minutes and 30-seconds for station break purposes and/or prior network commitments. Additionally, ADVERTISER agrees that STATION may deduct from every period of thirty minutes or sixty minutes not more than 5 minutes for station break purposes and /or prior network commitments.
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