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<br />1. Agreement Upon Acceptance.. This contract shall not be effective until signed by the appropriate Division General Manager of Fairway Outdoor Advertising, LLC , which shall sign on behalf of the Company as attorney -in -fact
<br />Until accepted and signed by such authorized person, this document constitutes only an 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 Company in its sole discretion considers to be false, misleading or deceptive, or
<br />in violation of existing laws, or offensive to the moral standards of the community, or which in any way reflects on the character, integrity or standing of any individual or organization. Notwithstanding the foregoing, Advertiser /Agency agrees to
<br />defend, indemnify and hold the Company harmless from any and all claims, loss, liability, judgments, costs, and reasonable attorney 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 loses or damages resulting to persons or property caused by the negligence of Company or its agents in the
<br />installation, maintenance or removal of any display pursuant to this Agreement. 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
<br />effects or devices provided by Advertiser /Agency to 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 advertising value.
<br />5. 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 the form of an extended display period or additional advertising space, in
<br />an amount Company determines to equal the value of the loss of illumination, but not to exceed twenty percent (20 %) of the amount invoiced for the affected Bulletin Display for a four (4) week period. No reduction of illumination requested by
<br />Advertiser /Agency shall qualify for such credit. Illuminated bulletins are lit from dusk until midnight.
<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 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, and that Advertiser has given Agency authority to execute this Agreement, to
<br />receive and pay invoices when due, and to take any other action on the Advertiser's behalf that is necessary for the full performance of obligation hereunder. Advertiser and Agency shall be jointly and separately liable to Company for failure to fulfill
<br />any Advertiser /Agent 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 amount due hereunder. If a media buying service
<br />executes this Agreement, all reference herein to Agency shall apply to such media buying services.
<br />8. 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 not be obligated to pay any commission under this Agreement, whether
<br />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 the maximum rate permitted by law, whichever is the greater. If this
<br />Agreement is executed by an Agency, Agency understands that Company may notify Advertiser in the event Agency 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 reorganization under the Bankruptcy Act is filed by or against it, Company
<br />may, at its option, terminate this Agreement upon five (5) days' written notice to Advertiser /Agency. Should Company constitute any action or proceeding to recover amounts due hereunder, Advertiser /Agency agrees to pay, in addition to such
<br />amounts, 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 labor organizations, boycotts, riots, civil insurrection, war, national
<br />emergencies, governmental restrictions, inability to secure specified material, or from any other cause 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 PERFORM ANY PART OF THE SERVICES
<br />SPECIFIED HEREIN SHALL IN NO EVENT EXCEED THE PRICE OF THE DISPLAY AND FLIGHT WITH RESPECT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. IN NO EVENT SHALL COMPANY BE RESPONSIBLE FOR
<br />INCIDENTAL OR CONSEQUENTIAL DAMAGES.
<br />13. Bulletins. Company agrees to have the Bulletins specified herein installed on the Display Date; provided, however, that Company shall not be required to have printed bulletins posted less than fifteen (15) business days following the date
<br />Advertiser /Agency delivers the specified printed bulletins to Company.
<br />14. Embellishments. The useful life of embellishments (cut -outs, pop -ups and extensions) is guaranteed for one year. All embellishments are the property of the Company.
<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, Advertiser /Agency has picked up the posters /vinyls or has agreed, in writing, to pay
<br />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 service, and issue a credit to Advertiser /Agency for any service invoiced and
<br />paid, but not performed by Company. If Company eliminates advertising service prior to 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 specified, the median date all such displays are installed on location.
<br />Company shall furnish a report to Advertiser /Agency specifying the Date of Completion, accompanied by an invoice covering four (4) weeks from the Date of Completion. Thereafter, Company shall invoice four (4) weeks, in advance, until the
<br />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 Company is located, as determined by the shipping address herein, without
<br />giving effect to the conflicts of laws principles of such state. The state courts of the state in which 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
<br />party waives any 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 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 failure of the Company to require the performance of any term or condition
<br />of this Agreement, or to exercise any right hereunder, in any one or more instances, shall not be construed as a waiver of the future performance of any such term or condition or the future exercise of such right.
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