Terms and Conditions for Media Contracts

The advertising agency (hereinafter called “the Agency”) placing advertising on behalf of the Advertiser named on the face of the order (hereinafter called “the Advertiser”) and the Media Company (hereinafter called “the Media Company”) accepting this contract hereby agree that this contract shall be governed by the following terms and conditions:

TERMS AND CONDITIONS

1. The agency, as provided below, will deliver acceptable materials in a timely manner. If the materials have not been received by the Media Company on the date agreed upon by the Media Company and the Agency, the Media Company will immediately notify the Agency. If materials are delivered in a timely manner, the Media Company will complete the execution of the display on or before the estimated completion date and commence billing on the date copy is fully displayed.

1.1. Late runs due to live events will be accepted up to 45 minutes after original time slot.

1.2. Media Company will separate Agency advertisements one full break from all competitor’s placements. If ads are not separated, Agency will receive a cash credit valued at 100% of purchased media unit.

1.3. The Terms and Conditions provided by Lawrence and Schiller will take precedence over all other legal orders provided by vendor.

RADIO

1.4 Confirming this order also confirms that the Terms and Conditions set forth by Lawrence & Schiller have been accepted.

• Lawrence and Schiller estimate number must be included on the invoice.
• Rotate spots equally through the days/weeks/months of time periods ordered.
• Overnights will not be accepted.
• All scheduled radio buys will receive a bonus that will be negotiated at the time of purchase.

TELEVISION

1.5 Confirming this order also confirms that the Terms and Conditions set forth by Lawrence & Schiller have been accepted.

• Send the original invoice and one copy to L&S by the 5th of the billing month.
• We prefer electronic invoicing, SPOTDATA IDB# 1030.
• Lawrence and Schiller estimate number must be included on the invoice.
• Rotate spots equally through the days/weeks/months of time periods ordered.
• Adjacencies and make-goods will not be accepted unless previously agreed upon. Any changes made without written or electronic approval will be credited.
• All television buys will be posted and held to 90% delivery – review projected ratings on this order.

CABLE

1.6 Confirming this order also confirms that the Terms and Conditions set forth by Lawrence & Schiller have been accepted.

• Send the original invoice and one copy to L&S by the 5th of the billing month.
• We prefer electronic invoicing, SPOTDATA IDB# 1030.
• Lawrence and Schiller estimate number must be included on the invoice.
• Rotate spots equally through the days/weeks/months of time periods ordered.
• Adjacencies and make-goods will not be accepted unless previously agreed upon. Any changes made without written or electronic approval will be credited.

PRINT

1.7 Confirming this order also confirms that the Terms and Conditions set forth by Lawrence & Schiller have been accepted.

• Our estimate number must be included on the invoice.
• Invoices for all print buys must include two (2) tearsheets.
• All placements will receive competitive separation from related industries. Ads should not appear on same page as competitor’s ad placement.
• Agency/Advertiser will receive first right of refusal to renew any expiring annual contracts or premium placements.

OUTDOOR

1.8 Confirming this order also confirms that the Terms and Conditions set forth by Lawrence & Schiller have been accepted.

• Lawrence and Schiller estimate number must be included on the invoice.
• Proof of posting must be provided for each change of creative.
• Contracts cannot be cancelled by vendor without prior approval from agency/advertiser.
• Agency/Advertiser will receive first right of refusal to renew any expiring annual contracts.

INTERACTIVE

1.9 Confirming this order also confirms that the Terms and Conditions set forth by Lawrence & Schiller have been accepted.

• Lawrence and Schiller estimate number must be included on the invoice.
• Invoices must include a performance report and screenshot each month.
• All placements will receive competitive separation from related industries.
• If contracted criteria (i.e. impressions, clicks, etc) underperforms expectations set forth in contract, the agency/advertiser reserves the right to cancel the order, regardless of contract length.

2. The Media Company and any third party that controls the display location shall have the right to reject any advertising material submitted by the Agency. In the event of a rejection, the Agency will have no obligation to pay for the service for which the rejected material was submitted and has the right to terminate this contract in whole or in part without penalty or short rate.

3. The Media Company shall not make any alteration in advertising materials without the consent of the Agency.

4. Relationship of the Parties. The Agency represents and warrants that it is authorized to place advertising on behalf of the Advertiser named on the face of the contract. The Advertiser may, upon notice to the Media Company, change its Agency, and the Successor Agency shall be entitled to commission on billings for services thereafter performed by the Media Company hereunder.

5. Cancellation, Termination and Loss of Service. The acceptance of this order shall constitute a contract that shall not be subject to cancellation by either party, except as provided in 5.1 below.

5.1. Agency has the right to cancel this contract prior to creative deadline of the next regularly scheduled display period. The Media Company must notify Agency prior to scheduled run date if they are unable to run ads as contracted.

6. Any delay or failure by the Media Company to perform hereunder as the result of force majeure, labor dispute, law or local ordinance, governmental action or order, or similar cause beyond the reasonable control of the Media Company, shall not constitute breach of contract, but the Agency shall be notified immediately and shall be entitled, at its election, to enter an extension of service, additional service, or credit, all on a pro rata basis, except that in the event of failure to provide illumination as required herein, the loss shall be compensated by a cash credit to the Agency of one hundred percent (100%).

7. When any advertising display specified in this contract is no longer available due to a loss of the unit for any reason, the Media Company shall offer the Agency a unit of at least equal advertising value, which unit shall be subject to the prompt, reasonable approval of the Agency. In the event that the Agency approves the alternate unit, the term of this contract shall be extended after the expiration date of this contract for a period equal to the time that the advertising copy was not on display. When any unit specified in this contract is no longer available due to the loss of the unit for any reason, the Agency shall have the right to terminate this contract effective on the date the unit is no longer available and no short-rate charge shall be payable for such termination.

8. If the advertising or sale of the product or service to be advertised under this contract is prohibited by law or government regulation, this contract shall terminate as of the effective date of such law or regulation and no short-rate charge shall be payable for such termination.

9. The Media Company may, upon notice to the Agency, cancel this contract at any time upon material breach by the Agency, or if the Media Company does not receive timely payment on billings.

10. Adjustments shall be computed on a prorated basis of the contracted display period.

11. It is also agreed and understood that advertising scheduled here within may be combined with subsequent schedules at a later date from other wholly owned subsidiaries of the Advertiser to earn maximum discounts offered by the Media Company.

12. Terms of Payment. The Media Company will, from time to time, at intervals following the commencement of service, bill the Agency at the address on the face of the contract. The Media Company shall put estimate numbers on each invoice. The Agency will not process payment of the invoice unless an estimate number is present. The Agency shall pay the Media Company at the address on the bill upon receipt of the statement or invoice. Unless otherwise set forth by the Agency on the face of this contract, the Media company agrees to hold the Agency solely liable for payment only to the extent proceeds have cleared from the Advertiser to the Agency for advertising placed in accordance with this contract. For sums owing but not cleared to the Agency, the Media Company agrees to hold the Advertiser solely liable.

13. Indemnification. The Media Company shall hold the Agency and the Advertiser harmless against all liability including all claims, damages, demands, debts, obligations, or charges, together with all reasonable attorneys’ fees and disbursements (all hereinafter referred to as “liability”), arising out of the placement of advertising copy, including all such liability arising out of the Media Company’s failure to remove advertising after the expiration of this contract. The Agency similarly agrees to hold the Media Company harmless against all liability arising out of the content of the advertising copy furnished by the Agency.

14. Entire Agreement. This contract contains the entire understanding between the parties and cannot be changed or terminated orally. When there is any inconsistency between these standard conditions and any provision on the face of the contract, the latter shall govern. Failure of either party to enforce any of the provisions hereof shall not be construed as a general relinquishment or waiver of the rights or remedies associated with that or any other provision.

15. Notices. All notices hereunder shall be in writing.

16. Arbitration. Any dispute concerning the parties’ duties under this Agreement which the parties cannot resolve within ninety (90) days shall be directed to binding arbitration administered by, and pursuant to the rules of, the American Arbitration Association (“AAA”) in the County of Minnehaha, in the State of South Dakota, with all expenses being shared equally by the parties. Judgment upon any AAA award may be entered in any court having jurisdiction. Any costs incurred in the enforcement of the arbitration award shall be paid by the party against whom enforcement is sought.

17. Governing Law and Jurisdiction. The construction, validity and performance of this Agreement shall be governed by, and construed in accordance with, the laws of the State of South Dakota, and the parties expressly waive its choice of law rules. The parties agree that venue and jurisdiction for any litigation arising out of, related to, or regarding the validity of, this Agreement shall lie in the County of Minnehaha, State of South Dakota.

17.1 Everability. If any provision of this Agreement is held to be invalid or unenforceable for any reason whatsoever, the remaining provisions shall remain valid and unimpaired, and shall continue in full force and effect.