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Fairway Outdoor Funding,LLC-Poster Display Order Page Two
<br /> TERMS AND CONDITIONS FOR POSTER DISPLAY
<br /> 1.Agreement Upon Acceptance.This contract shall not be effective until signed by the appropriate Division General Manager of Fairway Outdoor Advertising,LLC,
<br /> which shall sign on behalf of the Company as attorney-in-fact. Until accepted and signed by such authorized person,this document constitutes only an
<br /> Advertiser/Agency's offer to purchase the advertising services described herein.
<br /> 2.Approval Indemnity.The Company reserves the right to reject and/or remove,at any time(either before or after display)any copy,pictorial or otherwise,which the
<br /> Company in its sole discretion,considers to be false,misleading or deceptive,or in violation of existing laws,or offensive to the moral standards of the community,or which in
<br /> any way reflects on the character,integrity or standing of any individual or organization and,if the display has been installed,Company may remove it without prior notice to
<br /> or consent from Advertiser/Agency.Notwithstanding the foregoing,Advertiser/Agency agrees to defend,indemnify and hold the Company harmless from any and all claims,
<br /> loss,liability,judgments,costs and reasonable attorney's fees incurred by the Company arising out of,or related to,the contents or subject matter of any copy displayed
<br /> pursuant to this Agreement
<br /> 3.Construction and Removal Indemnity.Company shall be responsible for,and agrees to indemnify Advertiser/Agency against any and all losses or damages resulting to
<br /> persons or property caused by the negligence of Company or its agents in the installation, maintenance or removal of any display pursuant to this Agreement
<br /> Advertiser/Agency shall be responsible for and agrees to indemnify Company against any and all losses or damages resulting to persons or property caused by special effects
<br /> or devices provide by Advertiser/Agencyto be incorporated into the display.
<br /> 4.Loss of Location.If for any reason Company is unable to provide a display at a location specified herein,Company may substitute a location it determines to be of equal
<br /> advertising value.
<br /> S.Loss of Illumination.If Company determines that advertising circulation is reduced due to a partial or total loss of illumination,Advertiser/Agency shall receive a credit,in
<br /> the form of an extended display period or additional advertising space,in an amount Company determines to equal the value of the loss of illumination,but not to exceed
<br /> twenty percent(20%)of the amount invoiced for the affected Poster Display for one flight No reduction of illumination requested by Advertiser/Agency shall Qualify for such
<br /> credit
<br /> 6.Form of Credit.Any credit due Advertiser/Agency under the provisions of this Agreement,shall be in the form of additional advertising services that are determined by
<br /> Company to be of equal value.
<br /> 7.Agent's Representations.If an Agency executes this Agreement such Agency represents that it is acting as agent for a disclosed principal,the Advertiser named herein,
<br /> and that Advertiser has given Agency authority to execute this Agreement to receive and pay invoices when due,and to take any other action on the Advertiser's behalf that is
<br /> necessary for the full performance of obligation hereunder.Advertiser and Agency shall be jointly and separately liable to Company for failure to fulfill any Advertiser/Agent
<br /> obligation hereunder,including payment of all invoices,late charges and Company's costs,disbursements and reasonable attorney fees in any action to recover an outstanding
<br /> amount due hereunder.If a media buying service executes this Agreement all reference herein to Agency shall apply to such media buying services.
<br /> B.Agency Commission.Advertiser/Agency understands and agrees that the price specified herein is the net amount to be invoiced by,and paid to,Company.Company shall
<br /> not be obligated to pay any commission under this Agreement whether executed by Advertiser or its Agency.
<br /> 9.Invoices.Invoices shall be due and payable thirty(30)days after date of invoice;late charges shall accrue commencing thirty(30)days after due date at 1.5%per month or
<br /> the maximum rate permitted by law,whichever is the greater.if this Agreement is executed by an Agency,Agency understands that Company may notify Advertiser in the
<br /> eventAgency fails to pay any invoice within sixty(60)days of invoice date.
<br /> 10.Default In the event Advertiser or Agency shall fail to pay any invoice when due,or makes an assignment for the benefit of creditors,or a petition for bankruptcy or for
<br /> reorganization under the Bankruptcy Act is filed by or against it Company may, at its option, terminate this Agreement upon flve (5) days' written notice to
<br /> Advertiser/Agency.Should Company constitute any action or proceeding to recover amounts due hereunder,Advertiser/Agency agrees to pay,in addition to such amounts,
<br /> Company's costs and disbursements,including reasonable attorney's fees.
<br /> 11.Force Majeure.Any failure or delay,in whole or in part,in providing the displays agreed to herein,resulting from acts of God,strikes,concerted action by employees or
<br /> labor organizations,boycotts,riots,civil insurrection,war,national emergencies,governmental restrictions,inability to secure specified material,or from any other cause
<br /> beyond the control of Company,shall not constitute a breach of this Agreement
<br /> 12.LIMITATION OF LIABILITY.COMPANY'S LIABILITY FOR ANY AND ALL LOSSES OR DAMAGES TO ADVERTISER/AGENCY RESULTING FROM COMPANY'S FAILURE TO
<br /> PERFORM ANY PART OF THE SERVICES SPECIFIED HEREIN SHALL IN NO EVENT EXCEED THE PRICE OF THE DISPLAY AND FLIGHT WITH RESPECT TO WHICH LOSSES OR
<br /> DAMAGES ARE CLAIMED. IN NO EVENT SHALL COMPANY BE RESPONSIBLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
<br /> 13.SSP Eco-Friendly Material.Advertiser/Agency shall have delivered to Company sufficient SSP Eco-Friendly materials(105%of strands required),not later than ten(10)
<br /> business days prior to the first Installation Date of the Display Period.If the materials provided by Advertiser/Agency are not produced to the specifications provided or are
<br /> produced by other than the Fairway approved vendors(printers),Advertiser/Agency shall pay an additional charge for corrected materials to be re-posted should the
<br /> materials tear or become damaged upon installation.Company will not be held accountable for missed display time due to faulty materials.Advertiser/Agency shall be liable
<br /> directly to the printer,or other vendor,for the cost of producing the SSP Eco-Friendly materials.
<br /> 14.Display,Substitution.Company agrees to have the Poster Displays specified herein posted on the Posting Dates,subject to a two(2)business day allowance,or if space is
<br /> not available,as soon thereafter as space becomes available.If,for any reason not attributable to Advertiser/Agency,Company is unable to provide a display at a location
<br /> specified herein, Company may substitute a location it determines to be of equal advertising value without prior notice to or consent from Advertiser/Agency. Such
<br /> substitution shall not affect the remainder of this Agreement
<br /> 15. Storage Fees.Company will destroy all posters/vinyls after the Display Period unless, within ten (10) business days following expiration of the Display Period,
<br /> Advertiser/Agencyhas picked up the posters/vinyls or has agreed,in writing,to pay Company to store them at the rate of$150.00 each,per month.
<br /> 16.Divisibility Adjustment In the event Company is unable to perform any part of the advertising services specified herein,Company reserves the right to eliminate such
<br /> service,and issue a credit to Advertiser/Agency for any service invoiced and paid,but not performed by Company.If Company eliminates an advertising service prior to
<br /> invoicing for such service,subsequent invoices will be reduced by the price specified herein for the service eliminated.
<br /> 17.Date of Completion.The term"Date of Completion,"as used herein,shall mean the date the Display specified herein is installed on location or,if more than one display is
<br /> specified,the median date all such displays are installed on location.Company shall furnish a report to Advertiser/Agency specifying the Date of Completion,accompanied by
<br /> an invoice covering one Flight from the Date of Completion.Thereafter,Company shall invoice each Flight,in advance,until the expiration of the Display Period.
<br /> 18.Conflicts of Laws/jurisdiction.This Agreement is made in,and will be governed by,construed under and enforced in accordance with the laws of the state in which
<br /> Company is located,as determined by the shipping address herein,without giving effect to the conflicts of laws principles of such state.The state courts of the state in which
<br /> this Agreement is made shall be the exclusive jurisdiction for any legal action,suit or proceeding arising out of or relating to this Agreement and each party waives any
<br /> objection that such party may now or hereafter have to jurisdiction in such state for any such action,suit or proceeding.
<br /> 19.Assignment The rights and obligations of Advertiser/Agency hereunder are not assignable without the prior written consent of Company,which consent shall not be
<br /> withheld unreasonably.The Company may assign its interest hereunder.
<br /> 20.Entire Agreement.This Agreement embodies the entire agreement between the parties,and there are no collateral agreements,oral or written,not contained herein.The
<br /> failu f the Company to require the performance of any term or condition of this Agreement or to exercise any right hereunder,in any one or more instances,shall not be
<br /> con a a waiver of the future performance of any such term or condition or the future exercise of such right
<br /> X Inals Advertiser/Agency Name:QW----aktAS,r`c"&A t F-li l l W<_R, Contract#:
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<br /> Poster 11-9-12i
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