TERMS AND CONDITIONS FOR RADIO ADVERTISING
1. THE PARTIES For the purposes of this broadcast services agreement ("Agreement"):
(a) "Programmer" shall mean Blulink Network, Inc.
(b) "Station" shall mean Blulink Radio Network and no other radio station or broadcast facility.
(c) "Client" shall mean the person, firm, or corporation who is contracting for the radio services contained herein.
2. PAYMENT AND BILLING
(a) The client will be charged for the use of Programmer's broadcasting services in accordance with the terms listed on this contract. The client will pay in advance monthly, on the first broadcast day of every month, unless otherwise provided on the face of this contract.
(b) The programmer will provide invoices only upon the Client request. Invoices for broadcasts shall be in accordance with the station's log and shall be deemed correct unless provided otherwise.
(c) Payment by Client is due at the beginning of each month unless otherwise specified on the Station's invoice. Payments not made when due accrue interest at the rate of 1-1/2% per month (18% annually) unless the maximum amount allowed by law is less than said rate, in which case the interest shall be the maximum rate allowed by law.
(d) If payment is not made within 14 days after the due date of Programmer'sinvoice, without limiting any other rights of Programmer under this Agreement, the Programmer may immediately discontinue Client's service and bar Client from further use of the Station or Programmer's broadcast services. The programmer may also, at its discretion, choose to terminate this agreement without prior notice as specified in Paragraph 3(c). The programmer reserves the right to prevent any further use of the Station or Programmer's services until all outstanding invoices are paid in full.
(a) Either Client or Programmer may terminate this Agreement, at any time and for any reason, with or without cause, by giving the other fourteen (14) days' prior written notice, with termination to be effective 14 days after the delivery of said notice. If Client so terminates this contract, Client will pay Programmer at the rate on which this contract is based up to the date of termination. If Programmer so terminates this contract, Client will then either agree with Programmer on a satisfactory substitute day or time for continuance of broadcasts or announcements covered by this contract at the rate on which this contract is based for such substitute time or if no such agreement can be reached, Client will pay Programmer according to the rates specified herein for all broadcasts or announcements previously rendered by Programmer.
(b) Programmer reserves the right to immediately terminate this contract upon default by Client in the payment of bills or other material breach of the terms and obligations hereof at any time upon prior notice. Upon such cancellation, all charges for broadcasts completed hereunder and not paid shall become immediately due and payable. If Programmer cancels by reason of Client's material breach, Client shall be responsible for and shall pay to Programmerall amounts due and owing under this Agreement as of the date of termination.
(c) In the event of termination, neither party shall be liable to the other party otherwise than as specified in Paragraphs 4, 5, and 9.
4. SUBSTITUTION OF PROGRAMS OF PUBLIC IMPORTANCE OR IN THE PUBLIC INTEREST
(a) Programmer shall have the right to cancel any broadcast or portion thereof covered by this contract in order to broadcast any program that, in its absolute discretion, it deems to be of public importance or in the public interest. In any such case, Programmer will notify Client in advance if reasonably possible, but where such notice cannot reasonably be given, Programmer will notify Client within a reasonable time after such scheduled broadcast has been cancelled.
(b) In the case of any broadcast, announcement, or advertisement cancelled under Paragraph 4(a) above, Programmer and the Client will agree on a satisfactory day and time for the broadcast or announcement, or, if no such agreement can be reached within seven (7) days of the notice of cancellation, the broadcast time so preempted shall be deemed cancelled without affecting the rates, discounts, or rights provided under this contract, except that Client shall not be required to pay for the cancelled broadcast or announcement.
5. FAILURE TO BROADCAST
(a) If due to public emergency or necessity, force majeure, restrictions imposed by law, acts of God, floods, hurricanes, lightning strikes, severe weather, power failure, computer viruses, labor disputes or for any other cause, including mechanical or electronic breakdowns, beyond Programmer's control, there is an interruption or omission of any program or commercial announcement contracted to be broadcast hereunder, Programmer may suggest a substitute time period for the broadcast of the interrupted or omitted commercial announcement or program. If no such substitute time period is acceptable to Client, Programmer shall allow Client 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. Client shall have the benefit of the same discounts that would have been earned if there had been no interruption or omission in the broadcast.
6. PROGRAM AND COMMERCIAL MATERIAL
(a) This Agreement for station time includes the service of staff only as agreed on Page 1 of the contract. Othertalent and service charges, if any, must be covered by additional contract, and such charges are subject to change by the Client with the consent of the Programmer.
(b) Broadcasts or announcements prepared by Client are subject to the approval of Programmer as to broadcast content and artist.
(c) Client shall defend, indemnify, and hold Programmer, including its owners, officers, directors, and shareholders, harmless from and against any and all claims, damages, liabilities, fines, costs, and expenses including attorney's fees, which result from (i) any broadcasts made in the form furnished by Client; (ii) breach, misrepresentation, or other violation of this Agreement by Client or any persons affiliated with Client, whether or not this was authorized by Client; (iii) discrimination in advertising contracts as detailed in Paragraph 9; or (iv) the gross negligence or willful misconduct of Client or its agents. Programmer agrees to hold and save Client harmless where the broadcasts are prepared and produced both as artists and broadcast content by the Programmer excepting only such liability as may result from the broadcasting of commercial credits and other materials furnished by the Client.
(d) The provisions of Paragraph 6(c) shall survive any cancellation or termination of this Agreement.
7. CONTENT AND INTELLECTUAL PROPERTY
(a) The client acknowledges that Programmer is not responsible for and does not give any assurance to any person with respect to the validity, value, usefulness or accuracy of any information, communications, music, or other materials (collectively, "Content") broadcast by Client. The Client and any person affiliated with the Client shall bear any risk associated with the Content. Programmer has the right (but not the obligation) to require Client to remove, prohibit or discontinue any Content that Programmer, in its sole discretion, determines to be harmful, offensive or otherwise in violation of this Agreement or FCC regulations.
(b) Client acknowledges that Content broadcast on the Station, whether provided by Client or other affiliated users may include material which is the subject of and protected by copyrights, trademarks, service marks and other proprietary rights ("Rights"). The client acknowledges that such Rights are valid and valuable and are protected and apply to all media that now exist or may in the future exist. Unless specifically provided elsewhere in this Agreement, the Client's ability to use any Content that is protected by such Rights shall be governed by applicable law including relevant patent and trademark law.
(c) Client agrees and will require each and every one of its affiliated persons to agree, that it will broadcast on the Station only Content that is not subject to any rights in favor of any other party or Content in which the holder of any Rights has given express consent to such broadcast on the Station for the duration of the performance of the broadcast service.
(d) The client agrees to use the Station and Programmer's broadcast services only for lawful purposes. The client recognizes and agrees that Programmer may preempt or cancel any Content, which, at its sole discretion, is not in compliance with this Agreement.
Client acknowledges that under federal law, all broadcast stations, including this Station, are prohibited from entering into advertising contracts that seek to discriminate on the basis of race, ethnicity, or gender, and hereby represents and warrants that the purchase of airtime hereunder (i) is not intended for any such discriminatory purpose, and (ii) will not discriminate on the basis of race, ethnicity, or gender. Client further acknowledges and agrees that it has been informed of and understands the advertising non-discrimination prohibition, and that Programmer has the right to automatically terminate this contract without notice if such a discriminatory purpose is discovered. This provision is specifically included herein in compliance with paragraph 49 of the Federal Communications Commission's Report & Order released March 5, 2008 requiring the inclusion of race/gender non-discrimination clauses in advertising contracts. To the extent any other terms of this agreement contradict this provision, this provision shall govern.
9. UNACCEPTABLE USES OF THE SERVICE
In addition to any other terms of this Agreement, Client may not use the Station or the Programmer's broadcast services contracted herein to:(a) Harass, threaten, embarrass, or cause distress, unwanted attention or discomfort to a person or entity. (b) Broadcast sexually explicit content, profanity, or any content that is deemed by Programmerto be offensive in its discretion. (c) Transmit any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or hateful content or content which is racially, ethnically or otherwise objectionable, or which infringes upon the rights of any third party, as determined by Programmer. (d) Impersonate any person, including but not limited to, an official of Programmer or the Station's owner, officers, or directors, or communicate under a false name or a name that you are not entitled or authorized to use. (e) Intentionally or unintentionally violate any applicable local, state, national or international law, including but not limited to any regulations having the force of law.