Last updated February 2024.
A. The Advertiser/Agency will supply properly formatted (Including close caption) and transcoded video for all segments, and or other content to be ingested into Reach TV (or no later than 5 business days prior to campaign start.
Any changes to the video shall be subject to acceptance by Company and ad requirement specifications for Company ads.
B. The Advertiser/Agency acknowledges sole responsibility for complete compliance with ad requirement specs and deadline submittal of video assets.
In the event of any delay and/or any non compliance, the Advertiser/Agency agrees to the full payment of monthly campaign cost, commencing and based upon contracted run dates. Time is of the essence for all provisions of this agreement. Company agrees that it will use commercially reasonable efforts to ensure that all screens will be performing properly and that video assets will be properly displayed.
C. Company may reject any advertising material, art or copy, submitted by the Advertiser/Agency which Company deems unacceptable for any reason, including, without limitation, that which is deemed to be in bad taste or to be in violation of existing laws, offensive to the moral standards of the community, false, misleading or deceptive, or which in any way reflects upon the character, integrity, or standing of any organization or individual. If advertising material is rejected for any reason at any time during the term, Advertiser/Agency shall provide acceptable replacement within ten (10) calendar days of the date of rejection notice and shall remain responsible for full payment of the Term even if partial or no display results. In addition, Company may require advertising material, art or copy to be removed at any time once posted.
A. Advertiser/Agency is responsible for obtaining all of the patent, trademark, trade secret, copyright, privacy, publicity and other proprietary rights (including any music or broadcasting rights) necessary to display any of the content you are seeking to post, email, transmit, or otherwise make available on the Reach TV platform and network, (collectively, the “Posted Content”). Advertiser/Agency also represents to Company that the use of the Posted Content on the Reach TV platform does not violate the rights of others, including patent, trademark, trade secret, copyright, privacy, publicity and other proprietary rights (including any music or broadcasting rights).
B. Advertiser/Agency shall indemnify, defend and save harmless Company, Owner, and their affiliates, their respective officers directors, employees, agents and representatives and all of the foregoing successors and assigns against all claims and liabilities arising out of or relating to the Copy and any other materials provided by Company, including but not limited to, any claim, for defamation or infringement of any copyright, trademark or other intellectual property or privacy right and reasonable attorneys’ fees and expenses incurred in defending any such claims.
PAYMENT AND BILLING
A. Acceptance of this agreement is subject to credit check and approval by Company. Company in its sole discretion, may extend or reject credit, or at any time during the term, withdraw credit and Company may thereupon require partial or full payment of the remaining contract amount in advance.
B. Invoices shall be due thirty (30) calendar days after the date of invoice and failure to pay within such timeframe shall result in a default here under and shall further be deemed a default under any other agreements with the Company.
C. Joint and Several Liability. Notwithstanding to whom bills are rendered, Advertiser and Agency, jointly and severally shall remain obligated to pay to Advertiser and Agency, jointly and severally shall remain obligated to pay to Company the amount of any bills rendered by Company within the time specified and until payment in full is received by Company. Payment by Advertiser to Agency shall not constitute payment to Company.
EFFECT OF BREACH
A. In the event of default or breech by Advertiser/Agency, Company reserves the right to cancel this contract at any time upon default by Advertiser/Agency in the payment of bills or other material breach of the terms hereof. Upon such cancellation all charges for broadcasting done hereunder and not paid shall become immediately due and payable. If such cancellation is by reason of the material breech of Advertiser/Agency, the only liability of such parties, which liability shall be joint and several, shall be to pay to Company as liquidated damages, a net sum equal to that which would have been payable to Company had notice of cancellation been given to Company as of the date of Company’s cancellation, less any amount which Company actually received for the sale of the same time.
B. In the event of default or breech by Company in performing this contract, this contract may be cancelled at any time by the Advertiser/Agency. If such cancellation is by reason of Company’s material breach, Company’s liability shall not exceed the time costs involved for the unexpired and non-cancellable portion of the contract; that is, Company shall not be liable for any sum greater than the sum of time chargers involved had Company as of the date of cancellation, given notice of termination.
ASSIGNMENT and WAIVER
A. Advertiser/Agency shall not assign, sell or otherwise transfer this agreement without the prior express written consent of Company, nor may Company be
required to broadcast hereunder for the benefit of any other advertiser or product than the one named on this contract.
B. No Oral Modification. Advertiser/Agency acknowledge: that (except for such agreements as may have been entered into approving the form of this contract) there is no express or implied agreement relating to any announcements and/or any program material except as implied specifically set forth herein; that this contract contains the entire agreement between the parties relating to the subject matter herein contained; and that no change or modification of any of its terms and provisions should be effective unless made in writing and signed by the parties hereto.
A. This Agreement shall be governed by, construed and enforced under the laws of the State of Delaware as it is applied to agreements entered into and to be the State of Delaware as it is applied to agreements entered into and to be performed entirely within such State. Any action arising out of this Agreement shall performed entirely within such State. Any action arising out of this Agreement shall be brought exclusively in the state or federal courts located in the State of Delaware.
The parties irrevocably submit to the exclusive jurisdiction of any such court and waive any objection that such party may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agree not to plead or claim the same.
NON DISCRIMINATION POLICY
A. ReachTV and its Stations do not discriminate in advertising contracts on the basis of race, ethnicity or gender, and will not accept any advertising which is intended to discriminate on the basic of race, ethnicity or gender. Advertiser/Agency warrants that it is not purchasing advertising time from ReachTV or its stations that is intended to discriminate on the basis of race, ethnicity or gender.