Tu18Jax Jacksonville ADVERTISING AGREEMENT
THIS Agreement is made and entered into this _____ day of ____________, 20____, by and between Nuevision Inc. of Jacksonville, FL, (the “Station”) and _________________________, of, _____________________________ (the “Client”) and will be in effect from _____________, 20____ to _____________, 20___.
WHEREAS, Station leases and operates a TV channel identified as WUJX-LD (the “Channel”,) and known as Tu18Jax TV, owns and operates an Internet Publisher platform identified as Tu18Jax.com and several social media publishing accounts with the name Tu18Jax (jointly, the “Publisher”), and
WHEREAS, Client desires to have commercial advertisements (the “Ads”) included within the programming content aired on the Channel and or different forms of Internet publications (the “Publications.”).
In consideration of the promises and mutual covenants contained in this Agreement, the parties agree as follows:
1. Commercial Advertisements
- Station agrees to insert and air the Ads on the Channel, or insert and display the Ads in the Publications, (hereafter referred to collectively or individually as the “Advertisements”) as per the respective individual schedules (the “Flights”) approved by the Client and accepted for airing by the Channel during the term of this agreement.
- If the Client desires to cancel, reschedule, or postpone a Flight the Client must request it from the Station in writing with at least 72 hours anticipation. No refund will be made for cancellations within 72 hours of scheduled airtime or scheduled display time.
- Missed Ads due to technical or human error will be re-scheduled as soon as possible within the original spot’s scheduled daypart.
- Missed Ads due to pre-emption for any reason will be re-scheduled the next day possible, unless client requests a refund or discount at pro-rata value.
- Client shall pay the Station for airing or displaying each respective flight, the sum agreed per flight.
- All fees and payments are due and payable as per the terms of the respective Flights, as proposed by the Station, and approved by the Station’s Sales Director or Manager.
- All late payments are subject to interest accrued at the rate of 1.5% per month, or up to the maximum amount allowed by law, whichever is greater.
- In the event the Client defaults on making the full payment within 90 days, the Station reserves the right to take legal actions to collect the debt, including assignment of the debt to a Collection or Litigation service.
- Client shall deliver the Ads or Ads Media content to the Station via personal delivery, or digitally via our FTP service, or via digital link, at least one (1) business day before the scheduled start date.
- Client shall be solely responsible for providing the Advertisements in the format required for airing or display.
- Client acknowledges that Station will not accept for insertion or display any Ads or Ads Media content that does not meet the established technical, legal, or community standards and criteria as judged by our Standards and Practices officer.
- An outline of the guidelines and criteria used to determine suitability are available from our Director of Local Sales.
- Client shall be fully responsible and liable for the content contained in the Advertisements.
- The Station is not responsible for, and in no way warrants, guarantees, or ratifies, the representations made or implied in their contents.
- Prohibited Content
- Advertisements shall not contain:
(i) any content promoting the illegal use of alcohol, tobacco or illegal substances; nudity, sex, pornography, or disrespectful content;
(ii) any content which uses rude, demeaning, deceitful, or inappropriate language;
(iii) content promoting illegal activity, racism, hate, fraudulent schemes, “spam”, mail fraud, pyramid schemes, or investment opportunities or advice which is not permitted under law;
(iv) content that is libelous, defamatory, contrary to public policy or otherwise unlawful or any other content deemed inappropriate by the Station in its sole discretion.
- Use of any such inappropriate content by the Client will result in the suspension, termination and removal of the Ads or Ads Media content or any other action deemed necessary by the Station in its sole discretion.
- Station reserves the right to review and approve the suitability of the Advertisement submitted. Publisher Station may reject or cancel any Advertisement for any reason which it believes in good faith to be detrimental.
- If the Station so rejects Client’s Ads or Ads Media content or terminates its airing or display, then this Agreement shall be terminated, and Station will return any prepaid advertising fees to Client.
- Client grants the Station a limited, non transferable, nonexclusive license to copy, use, store, set up, publicly display, publicly perform and transmit the Client’s Ads or Ads Media content (including any trade names, trademarks and service marks shown) during the term of this Agreement and solely in connection with this Agreement. Upon termination of this Agreement, the Station will remove the Client’s Ads or Ads Media content, destroy all copies of it and cease further display of the content.
- Client is responsible for licenses and permissions for the use of any images, music or otherwise copyrighted material in its Ads or Ads Media content.
- Nothing in this Agreement grants Client any right to use the name, trademark, or service mark of Station in any advertisement, sales promotion, or press release without Station’s prior written approval.
- Proprietary Rights
- Client acknowledges that the contents of the Station’s Programming and its Publisher, including, without limitation, all trade names, trademarks, service marks, content, text, images, software, functionality, page and other design and layout, media and other materials therein, is proprietary to or licensed by Station, protected under copyright, trademark and other intellectual property laws and such contents may not be reproduced without the consent of Station.
- Client retains all right, title and interest including copyright and other proprietary or intellectual property rights in the content of the Advertisements, Client’s trade names, trademarks and service marks therein.
- Client Warranty.
Client warrants to Station that:
- Client has the right and authority to enter into and perform its obligations under this Agreement;
- The Advertisements shall conform to the description and specifications set forth by Station;
- The Advertisements shall not constitute or be the subject of a notice or claim of any false designation of origin, false advertising or unfair competition under the law of any country;
- The Advertisements do not and shall not contain or be alleged to contain any content, work, name, mark, designation, materials or link that actually or potentially violates any applicable law or regulation, or infringes any proprietary, intellectual property, contract or tort right of any person or misappropriates a person’s trade secret, name, likeness or identity;
- The Internet display Advertisements contain no viruses, worms, malicious code, trap doors, back doors, timers, clocks, counters, FTP servers, or other limiting routines, instructions or designs, and no web beacons, web bugs, spy ware or other similar hidden or transparent code, script, or routine designed to gather, track or transmit information about Station or the users of the Publisher.
The services and site are provided “as is” without warranty of any kind, express or implied and any use of the services, Channel, or Publisher are at Client’s sole risk. Station does not warrant that the services, Channel, or Publisher will be uninterrupted or error free, nor does Station make any warranty as to the performance or any results that may be obtained by use of the services or Publisher. Station makes no other warranties, express or implied, including, without limitation, any implied warranties of merchantability and fitness for a particular purpose, concerning the subject matter of this agreement.
11. Independent Contractor
Station shall provide the Services as an independent contractor and Station shall not act as an employee, agent or broker of the Client. As an independent contractor, Station will be solely responsible for paying any and all taxes levied by applicable laws on its compensation. Station understands that Client will not withhold any amounts for payment of any taxes or fees from Station’s compensation.
- Either party may terminate this Agreement for convenience by providing fifteen (15) days written notice (“Termination Notice”) to the other party.
- If a party violates its obligations to be performed under this Agreement, the other party may terminate the Agreement by sending a three (3) days notice in writing.
- Upon receiving such notice, the defaulting party shall have five (5) days from the date of such notice to cure any such default.
- If the default is not cured within the required five (5) day period, the party providing notice shall have the right to terminate this Agreement.
Station shall not assign any of their rights under this Agreement, or delegate the performance of any of the obligations or duties hereunder, without giving prior notice to the Client, except for Non-payment as stated in section 2.
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during receiving party’s regular business hours or by facsimile or email before or during receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid, to the addresses heretofore below, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this section.
Name of Business: ______________________________
City, Sate, Zip code: ______________________________
4237 Salisbury Road Suite 209
Jacksonville, FL, 32216
15. Governing Law
This Agreement is to be construed in accordance with and governed by the laws of the State of Florida, USA.
16. Dispute Resolution
All disputes under this Agreement shall be settled by arbitration in Jacksonville, before a single arbitrator pursuant to the commercial law rules of the American Arbitration Association. Arbitration may be commenced at any time by any party hereto giving written notice to the other party to a dispute that such dispute has been referred to arbitration. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto. This provision for arbitration shall be specifically enforceable by the parties and the decision of the arbitrator in accordance herewith shall be final and binding without right of appeal.
If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under present or future laws, such provisions shall be fully severable, this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect.
18. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION, DAMAGES FOR LOSS OF PROFITS, INCURRED BY THE OTHER PARTY ARISING OUT OF THE SERVICES PROVIDED UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NEITHER PARTY’S LIABILITY ON ANY CLAIM, LOSS OR LIABILITY ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT SHALL EXCEED THE AMOUNTS PAID TO STATION BY CLIENT.
Each party shall at its own expense indemnify and hold harmless, and at the other party’s request defend such party its affiliates, subsidiaries, successors and assigns officers, directors, employees, sublicensees, and agents from and against any and all claims, losses, liabilities, damages, demand, settlements, loss, expenses and costs (including attorneys’ fees and court costs) which arise directly or indirectly out of or relate to (a) any breach of this Agreement, or (b) the gross negligence or willful misconduct of a party’s employees or agents;
20. Entire Agreement; Amendment:
This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, communications and agreements, whether written or oral, between the parties relating to the subject matter hereof and all past courses of dealing or industry custom. No modification of or amendment to this Agreement shall be effective unless in writing and signed by each of the parties.
The waiver by either party of a breach of or a default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
The headings used in this Agreement are for convenience only and shall not be used to limit or construe the contents of any of the sections of this Agreement.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first set forth above.
By: ______________________________ By: ________________________________
Name: ____________________________ Name: _____________________________
Title: _____________________________ Title: _______________________________
Date: _____________________________ Date: _______________________________