This Terms and Conditions Agreement (“Agreement”) is made and entered into as of 
* by and between Zimmer Radio Inc, dba Zimmer Radio or Zimmer Marketing (“ZRI”) and * . Agreement applies to all contracts entered into for services rendered between ZRI and Advertiser (“Contract Agreements”) that are executed from this day forward. Agreement will remain in effect until such time Advertiser and ZRI mutually decide to amend any language within.
PAYMENT POLICY & TERMS:
1. Credit Applications - Applications for credit must be approved 3 business days prior to schedule starting by the Business Manager.
2. Payment and Finance Charge- Payment due in 30 days from the date of INVOICE billing (last day of every month). A finance charge of 1 1⁄2 % a month (18% per annum) will be applied to all accounts not paid by the due date. (Exceptions – advertisers that must be CIA(cash in advance)). In all circumstances, the advertiser is responsible for assuring payment is made timely. It is not the responsibility of a ZRI employee to pick up payment at Advertiser’s business location.
3. CIA (Cash in Advance) Accounts - must be paid 3 business days prior to schedule running with Cash, Credit Card or Cashiers Check. ZRI reserves the right to pull an account with a balance at the end of the current month. However, this does not relieve Advertiser of any provisions of any Contract Agreement and Advertiser will be liable for committed airtime whether or not it has run until the earlier of Advertiser providing 30 day written notice of cancellation or end of Contract Agreement term. In the event that payment is not received in accordance with these terms, your schedule may be delayed until payment is
received. Upon receipt of payment, any delayed spots will be made up within the current month’s schedule. If spots cannot be made good within the current month, we reserve the right to make them good the following month. If payment, Change Form or Notice of Cancellation is not received in the current month, Zimmer Radio, Inc will proceed with its collection of the remainder of your Contract Agreement in accordance with your Terms and Conditions Agreement.
· Special Events such as Firework Stands, haunted houses, concerts, going out of business sales & one time events must place schedules week to week with payment in full for each week or may pay full amount for the entire schedule to place it in its entirety.
· Bars and Locally Owned Restaurants - Payment amount may be for as much as the entire
Contract Agreement but no less than the current month’s billing amount.
· New Business Advertisers - (never been on the air with any ZRI station or not advertised in the last 12 months) if the Credit Application they submitted does not qualify for 30 Days Credit, CIA amount may be for as much as the entire Contract Agreement but no less than current month’s billing amount. If Advertiser is given 30 days credit and does not pay within Contract Agreement terms ZRI reserves the right to revert the account back to CIA for 3 months to re-establish credit.
4. NSF Checks - Advertiser will be notified of NSF check and will be given 3 business days to pay NSF Check in full with cash, money order, cashier’s check or credit card. (ZRI does not redeposit bounced checks.) A $32.50 NSF Check fee will also be assessed and paid at time that NSF check is paid.
5. Delinquency - ZRI reserves the right to pull the then current schedule of a Non-CIA account if balance is not paid within 60 days of billing. However, this does not relieve Advertiser of any provisions of Contract Agreement and Advertiser will be liable for committed airtime or any other advertising services whether or not it has run until the earlier of Advertiser providing 30 day written notice of cancelation or end of Contract Agreement term.
6. Short Rate - Should Advertiser not use the services contracted for or fail to keep the provisions of any Contract Agreement, Advertiser will pay the short term rate (the lesser of the difference between Contract Agreement rate and current rate card on spots/mentions/liners/sponsorships/banner ads/digital advertising run or the remaining value on the Contract Agreement) earned for all advertising used on the Contract Agreement up to the time of discontinuing advertising or breaching the Contract Agreement. The short term rate applied will be in accordance with ZRI’s current rate card at the time of breach of Contract Agreement.
7. Cancelation - If Advertiser chooses to cancel any Contract Agreement, 30 days “written” notice will be required (Must be sent “Certified Mail” to the attention of the Sales Manager). Any outstanding balances from prior months as well as short rate according to provisions of #6 above will be paid to ZRI within 30 days of Date of Cancelation (30 days after written notice). Contract Agreements written for less than 30 days do not have the ability to cancel. Further digital advertising Contract Agreement (including but not
limited to native, display, household IP, retargeting, video, SEO, SEM, Facebook and Instagram, and Mobile Conquesting) cannot be canceled mid-month.
8. Deferment - With a written notice received 3 business days prior to schedule starting, Advertiser has the right to defer up to 30 days of scheduling but must either make up this deferral within the next 30 days of this Contract Agreement or do an extension to the end of this Contract Agreement. However, this does not relieve Advertiser of any provisions of this Contract Agreement and Advertiser will be liable for committed airtime whether or not it has run.
9. Third Party - If schedule is placed by a third party on behalf of Advertiser, notwithstanding to whom bills are rendered, Advertiser, agency and Buying Service (if any), jointly and severally shall remain obligated to pay ZRI the amount billed for services rendered by ZRI within the time specified and until payment is received by ZRI. If at any time during the term of any Contract Agreement, Advertiser enters into an agreement with third party representation for placement, production or billing, it will not change any
Contract Agreement terms, most importantly regarding rates which are net to the station. Payment by Advertiser to agency or to Buying Service or payment by agency to Buying Service shall not constitute payment to ZRI.
PROGRAM/COMMERCIAL MATERIAL & WARRANTIES AND LIMITATION OF LIABILITY
10. Commercial Edits - ZRI reserves the right to reject or edit all commercials, radio shows, & podcasts. If a radio show doesn’t meet ZRI standards, ZRI has the right to terminate Contract Agreement at any time during the term.
11. Edits - It is understood and agreed by the Advertiser that ZRI retains exclusive right to all commercials created by ZRI personnel or purchased by ZRI from outside sources.
12. Errors/Omissions - ZRI is not responsible for any commercial errors/omissions. Such errors/omissions will be adjusted equitably between Advertiser and ZRI.
13. Warranties and Limitation of Liability - Advertiser has obtained all releases, authorizations, consents and waivers necessary and has approval for all content for authorization to broadcast or otherwise publicly perform the material to be included and shall provide copies of such authorizations to ZRI upon request. Advertiser shall indemnify and hold ZRI harmless from and against any claims made for unauthorized use by any persons, their heirs, assigns and the estates of any such persons, whose names, voices or material are included under Contract Agreement, and from and against any other losses
resulting from a breach by Advertiser/Agency of its representations and warranties made therein. Further, Advertiser guarantees that elements presented to ZRI for website development, social media, logo design, and digital advertising are owned by Advertiser or that Advertiser has permission from the owner to use. Advertiser agrees that ZRI is acting on behalf of Advertiser with received content and is not responsible for damages of any kind resulting in any way from Contract Agreement. Further, Advertiser warrants that: (i) it holds all necessary rights to permit the use, reproduction, distribution, transmission or
display of all Advertiser content provided to ZRI under Contract Agreement and any materials to which users can link through to from such Advertiser content, or any products or services made available to users through Advertiser content and such Advertiser content will not (A) give rise to criminal or civil liability or infringe any copyright, patent, trademark or service mark, trade secret rights or any other personal, moral, contract, property or privacy right of any third party; or (B) contain or promote viruses, obscene, abusive, violent, bigoted, or hate-orientated content; (ii) the use, reproduction, distribution,
transmission or display of Advertiser content or any materials to which consumers can link through to or from such Advertiser content, or any products or services that are the subject of any Advertiser content do not violate and applicable laws; (iii) the application and/or landing page related to each Advertiser content contains a prominent link to Advertiser’s privacy policy, which policy shall comply with all applicable privacy laws and generally accepted industry privacy standards; (iv) that no Advertiser content is targeted to children under the age of thirteen (13) and offers products or services that are illegal for minors to buy, posses, or participate in; and (v) that Advertiser content will not result in adware or spyware, excluding cookies to the extent disclosed in Advertiser’s privacy policy, without ZRI’s prior written approval and conspicuous notice and acceptance of the same. Advertiser acknowledges ZRI is not responsible for content Advertiser may upload to its own website and shall indemnify and hold ZRI harmless against any and all claims made for unauthorized use by any persons, representatives of any persons.
DIGITAL ORDER PROVISIONS:
14. Website Development and Social Media: The site’s completion may be contingent upon Advertiser providing content, images, or other related materials. ZRI will exhaust all reasonable efforts to obtain the necessary materials. If for some unforeseen reason, Advertiser does not supply necessary content and ZRI cannot complete the site, no money will be returned to Advertiser; the website payment is non-refundable. Changes or Revisions may result in additional costs and the Advertiser will be responsible for any related costs. Further, Advertiser agrees to include “Site by Zimmer” and the associated ZRI logo on any websites built by ZRI and used by Advertiser. Further, ZRI retains the right to use text, photos, and other material from the ZRI-built website in case studies, sales materials, and for marketing purposes, unless prohibited by law. ZRI retains ownership of any website designs until the project is complete and ZRI has received payment in full. Once payment is received, the ownership of the site will be transferred to Advertiser. For any web design, social media, or digital advertising contracts, Advertiser agrees to grant ZRI any necessary access to social media channels, website platforms, or analytic
platforms. Advertiser agrees that ZRI is not hosting the website, but is in fact hosting with a private hosting company. Also, Advertiser acknowledges that Internet servers and links provided by the private hosting company are susceptible to crashes and downtime related to website services. ZRI is not responsible for any such crashes or downtime and any related loss of business. Further, Advertiser agrees that Advertiser alone is responsible for complying with laws, taxes, and tariffs governments enact and will indemnify ZRI from any cost, claim, suit, penalty including attorney’s fees, costs, and expenses arising from Advertiser’s exercise of Internet electronic services and/or electronic sale of goods/services.
15. Website Maintenance and Hosting- Advertiser agrees to pay all hosting and web maintenance fees within 30 days of the invoice date. Advertisers with past due balances risk having their websites taken offline until past due balances are paid in full.
16. Professionalism - Advertiser agrees to respond and work with ZRI in a timely manner. That includes providing copy, photos, stories, marketing material, etc., and approving designs, potential copy, etc. Long delays in approval (in excess of 30 days) or refusal to respond may result in ZRI terminating this agreement.
GENERAL
17. Indemnification: Except as otherwise provided herein, Advertiser hereby waives and releases any and all claims against ZRI for any loss of any nature or kind arising out of, directly or indirectly, the terms, conditions or provisions of this Agreement, including, but not limited to, loss of revenue, profit, capital or the use thereof, production delays, loss of product, losses resulting from failure to meet any other contractual commitments or deadlines, downtime of a server or website, hacking attack or other security breach, and/or any other direct, indirect, punitive, exemplary, or consequential loss or damage or any kind or type and the maximum liability of ZRI shall be limited to the amount paid to ZRI by Advertiser for the service rendered.
18. Jurisdiction - Advertiser, agency or Buying Service shall be liable for all collection fees, court costs and attorney fees incurred by ZRI. All legal proceedings regarding collections, lack of performance, or breach of contract shall take place under the jurisdiction of Jasper or Newton County in the State of Missouri.
19. Severability - If any provision of the Agreement shall be held invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
"Facsimile signatures" and "scanned signatures" whereby original signatures are placed on documents and either faxed or scanned and emailed are hereby declared by all parties to this agreement to be original signatures to this agreement. If the services are placed directly by Advertiser, the undersigned owner, President and/or principal operator personally guarantees all payments of invoices generated as a result of the services rendered by ZRI.
ADVERTISER: ![]()
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