Advertising Terms and Conditions for Ultra-Media Solutions (UM)
For the purpose of these media conditions, the person(s), firm or corporation contracting for advertising time under this Agreement, whether as principal (the “Advertiser") or as agent (the “Agency"), is deemed to be duly authorized for all purposes relating to this Agreement.
If an Agency has accepted this Agreement on behalf of an Advertiser, the Advertiser and the Agency shall be jointly and severally liable for all obligations under this Agreement. The Advertiser/Agency accepting this Agreement hereby agrees as follows:
1. Payment Terms
A. The Advertiser/Agency agrees to pay for the services contracted for herein Fifteen (15) days prior to the date of media release.
B. The Advertiser/Agency agrees that UM may conduct credit inquiries on the Advertiser/Agency as long as any sums owed to UM have not been paid entirely. The Advertiser/Agency authorizes any third party to convey any information of a financial matter about the Advertiser/Agency at the request of UM.
C. UM reserves the right to charge Advertiser/Agency interest at the rate of (1.5%) per month on invoices that have balances.
D. UM reserves the right to charge credit cards on file for balances sixty (60) days past due.
2. Termination
A. Ultra Media Solutions (UM), a division of MediaMax Network, LLC (MMN) reserves the right at its absolute discretion, and at any time, to cancel any advertising order or reject any advertising, whether or not the same has already been acknowledged and/or previously run.
B. Contracts are non–cancelable two weeks prior to the beginning of contracted advertising schedule. Otherwise the Advertiser/Agency agrees to be responsible for full previously established payment terms. In the event of cancellation or rejection by UM, advertising already run shall be paid for at the rate that would apply if the entire order were fulfilled. Cancellation of any portion of any advertising order or contract by or on behalf of the Advertiser automatically nullifies any rate discount, including for previously run advertisements, and may result in a short-rate. In such event, the Advertiser and/or Agency must reimburse UM for the short-rate, the difference between the contracted advertising frequency, and the higher rate based on reduced advertising volume, within 15 days of invoice therefore.
C. In the event of termination of this Agreement by Advertiser/Agency, other than for breach by UM of UM’s obligations under this Agreement, prior to the completion of all media contracted for, the Advertiser/Agency shall pay UM all amounts owing for services rendered by UM which have been contracted for by the Advertiser/Agency up to and including the date of termination at UM’s published or other agreed upon rates for such lesser number of advertisements. Notwithstanding such early termination, the Advertiser/Agency shall also reimburse UM for all sums UM has expended or is required to expend for all contractual commitments of supply made by it in order to fulfill the terms of this Agreement.
D. In the event of cancellation of this Agreement by UM due to default of the Advertiser/ Agency to make any payment provided for, or as the result of the breach of any of its terms or conditions, UM shall be entitled to recover as damages, and the Advertiser/ Agency shall pay to UM the total of all amounts due, or to become due hereunder, to the expiration of this Agreement or any renewal term thereof. The Advertiser/Agency agrees that such amounts are liquidated damages. UM shall also be entitled to recover, and the Advertiser/ Agency shall pay, the costs and expenses of UM, including reasonable legal fees, in the collection of the amounts due hereunder to UM. In addition the Advertiser/Agency will reimburse UM for all sum which UM has expended, or may be required to expend, for all contractual commitments of supply made by it in order to fulfill the terms of this Agreement.
3. Obligations of the Advertiser/Agency
A. The Advertiser/ Agency shall provide UM with completed content of advertisements, prior to previously established media deadlines and within required material specifications and formats.
B. The Advertiser/ Agency shall ensure that all media submitted to UM are in accordance with commercial and trade ethics, applicable codes and laws or by-laws in force at the time of media being run. The Advertiser/ Agency guarantees that all media submitted to UM shall be in accordance with the foregoing and undertakes to defend, indemnify, save harmless UM, its parent, related and affiliated companies, its officers, directors, shareholders, agents, servants and employees, for any amount of damages, expenses, fines or claims of any nature which UM could be legally or otherwise exposed to following the execution of its obligations under this Agreement.
C. In the event of errors in or omissions of any advertisement(s), including those caused by Force Majeure, UM’S liability shall not exceed a refund of amounts paid to UM for the advertisement. UM is not responsible for errors in key numbers. In addition, UM shall not be liable for any damages, losses, costs or expenses of any kind suffered by the Advertiser/ Agency arising from the substation, interruption or postponement of any commercial advertisements or services if due to any of the following events:
(i) Act of God, technical problems, a public emergency or necessity, legal restrictions, power failure, natural disasters, strike, adverse weather conditions or any other circumstances resulting not from doings of UM, its employees or third parties, or at the direction of federal, provincial or municipal authorities, the direction or regulation of the Federal Communications Commission (“FCC”), and other government agencies. Or for any other reason including labor disputes, mechanical conditions, or as the result of a contractual agreement with a network or a federal, provincial or municipal election or referendum;
(ii) In any case where, at the discretion of UM, a modification to commercial copy work or the media schedule of paid commercial advertisements is required in the public interest or by public order; or
(iii) A modification to commercial copy work or the media schedule of said commercial advertisements is required in order to comply with any law, by-law or directives issued by any governmental or public authorities
4. Material Provision and Shipment
A.All advertising material supplied by the Advertiser/ Agency is subject to UM’s prior written approval and UM is expressly authorized to reject such material, in its absolute discretion and may require Advertiser/ Agency to furnish substitute material satisfactory to UM. Unless the Advertiser/Agency furnishes satisfactory material prior to previously established time, or notifies UM that such material will be available UM shall have the right to supply substitute material, or in the case of announcements, to run non-commercial material. In each case, UM may charge, in its absolute discretion, for contracted time.
B. All material that is supplied by Advertiser/ Agency shall be in accordance with the appropriate standard media advertising and product codes
5. Liabilities
A.The Agency and the Advertiser agree to jointly and severally defend, indemnify and save harmless UM, its parent, related and affiliated companies, its officers, directors, shareholders, agents, servants and employees, against all or any claims, damages, liabilities, costs and expenses of any nature whatsoever whether accrued, absolute, contingent or otherwise, including without limitation legal fees and costs for defamation or trade practice, illegal competition, infringement of trade marks, trade names or program titles, violation of rights of privacy, infringements of copyrights and proprietary titles, failure to secure synchronization rights, and all other claims and demands liabilities and costs resulting from the advertisement of any material furnished by, or for, the Agency and the Advertiser.
6. General
A. All issues relating to advertising will be governed by the laws of the State of New York applicable to contracts to be per formed entirely therein. Any action relating to advertising must be brought in the state or federal courts in New York, New York and the parties hereby consent to the jurisdiction of such courts.
B. Unless otherwise stated herein, all notices provided hereunder shall be in writing and shall be given either by courier, mail, facsimile or by delivering same, addressed to the UM, the Agency or the Advertiser, at the addresses contained on the face of the Agreement.
C. Unless Purchaser provides UM with an objection, in writing, within the industry standard time frame, Purchaser shall be deemed to have accepted the Terms and Conditions herein.
D. In the event of a conflict between these advertising conditions and any provisions on the face of this Agreement, the provisions on the face of this Agreement shall prevail.
E. The Advertiser and/or Agency agree to reimburse UM for its attorneys’ fees and costs in collecting any unpaid charge or portion of the charge for any advertisement.
F. Failure by UM to enforce any provision of this agreement shall not be considered a waiver of such provision.