AD SYSTEMS INC.
ADVERTISING STANDARD TERMS AND CONDITIONS
APPLICATION
These terms and conditions, between Ad Systems and Agency and Advertiser (“Standard Terms”) shall apply to any purchase made by Advertiser, or by Agency on behalf of Advertiser, for the placement of any form of advertising or promotion on any Ad Systems service, including but not limited to, networks and web sites. The Standard Terms, along with the applicable Insertion Order, shall constitute the agreement between Ad Systems and Agency and/or Advertiser with respect to the specific advertising placement (the “Agreement”).
TERMINATION
Ad Systems may terminate this Agreement at any time (i) upon material breach by Agency or Advertiser, (ii) pursuant to paragraph 4 hereof, or (iii) if Agency's or Advertiser's credit is, in Ad Systems reasonable opinion, impaired. Upon any termination by Ad Systems, all unpaid accrued charges shall immediately become due and payable.
FORCE MAJEURE
If, as a result of an act of God, force majeure, public emergency, labor dispute, restriction imposed by law or other governmental order, technical failures or for any other cause beyond Ad Systems reasonable control, Ad Systems fails to telecast or otherwise provide access to any or all of the advertisement, announcement or program to be provided hereunder, Ad Systems shall not be in breach hereof but Ad Systems shall be authorized to substitute a reasonably satisfactory date and time to telecast or provide access and if no such time is available the time charges allocable to the omitted access will be waived.
PRE-EMPTIONS
Ad Systems shall have the right to cancel any telecast or portion thereof covered by this Agreement, for any reason, including but not limited to, telecasting any program or event, which, in its sole discretion, it deems to be of public interest or of significance. In the event a satisfactory substitute date and time is not agreed upon, the telecast so pre-empted shall be deemed cancelled and the charges allocable thereto, cancelled.
COMMERCIAL MATERIALS
All commercial materials shall be furnished to Ad Systems and delivered to it at Agency and/or Advertiser's sole cost and expense, unless otherwise agreed upon. Such materials, together with any instructions pertaining thereto shall be delivered not less than five (5) business days in advance of the scheduled appearance on the site.
At Ad Systems discretion, Ad Systems may require Agency/Advertiser to submit a script, storyboard, and/or rough-cut of the commercial for Ad Systems review up to ten (10) business days in advance of the first scheduled air date for linear feeds. Advertiser/Agency must provide the final version of the commercial spot no less than 45 days prior to scheduled flight date. All materials furnished or approved by Agency or Advertiser shall not be contrary to the public interest, shall conform to Ad Systems then existing program and operating policy and quality standards and are subject to Ad Systems prior approval and continuing right to reject, suspend the access of, or require editing of such materials. Agency and Advertiser jointly and severally represent and warrant, and take full responsibility to ensure, that for all materials submitted or approved by Agency or Advertiser
(i) they are authorized and have obtained all necessary clearances, permissions, approvals, authorizations, rights and licenses to make available on the site or to telecast the entire contents and subject of the materials;
(ii) all materials comply with all applicable laws, rules, and regulations, and any industry codes or rules by which Advertiser or Agency may be bound,
(iii) (if applicable) the advertising complies with the Children's Online Privacy Protection Act in connection with any information collected by Advertiser, including but not limited to collection of information from CartoonNetwork.com users;
(iv) all advertising or any other materials provided shall not contain spyware, adware, or any other software designed to covertly gather user information through the user's internet connection;
(v) all advertising or any other materials provided shall not contain unauthorized embedded interactive triggers or other software that automatically diverts users from any Ad Systems site or service; and
(vi) all materials are accurate and that all claims contained therein have been substantiated. Without limiting the foregoing, Agency and Advertiser agree, represent and warrant that, with respect to advertising placed on Ad Systems web sites, they shall secure any and all clearances, permissions, approvals, authorizations, rights and licenses necessary for Ad Systems placement of all elements contained in the materials for uses of all types in all geographical areas serviced by the World Wide Web of the Internet.
Ad Systems will not be liable for loss or damage to, or errors or omissions in, any advertising provided by or approved by Advertiser or Agency. If requested within thirty (30) days of the last access hereunder, Ad Systems will at Agency or Advertiser's sole expense return the material to Agency or Advertiser. All material not so requested shall be disposed of at any time after sixty (60) days following the last access hereunder.
INDEMNIFICATION
Agency and Advertiser will jointly and severally indemnify and hold harmless Ad Systems from and against all claims, demands, debts, obligations, or charges (including reasonable attorneys’ fees and disbursements) which arise out of or result from Agency's and/or Advertiser's breach of any obligations, representations, or warranties hereunder, or the appearance of materials, or contemplated appearance of materials, furnished by or on behalf of Agency or Advertiser or furnished by Ad Systems for the benefit of Agency and/or Advertiser. The provisions of this paragraph shall survive the termination or expiration of this Agreement.
GENERAL
(a) No conditions, printed or otherwise, appearing on Agreements, insertion orders, or instructions, which conflict with the provisions of this confirmation Agreement will be binding on Ad Systems, unless agreed by the parties.
(b) Unless otherwise agreed by Ad Systems and Agency or Advertiser, with respect to on-line advertisements, Ad Systems shall have the right to insert the advertising in various areas of the applicable website from time to time in its discretion and all advertising positioning/placement clauses or conditions will be treated as requests and cannot be guaranteed. Subject to the terms and conditions hereof, with respect to on-air advertisements, Ad Systems will telecast the advertising and programs covered by this Agreement on the date and at the approximate hour and time agreed upon by the parties. Ad Systems shall have no obligation to telecast for the benefit of any person other than Agency and Advertiser or for a product or service other than that agreed upon by the parties.
(c) In consideration of Ad Systems provision of advertising, Agency and Advertiser acknowledge and assume full responsibility and will be jointly and severally liable for payment of all services that Ad Systems orders, provides and/or renders on behalf of the Advertiser. Advertiser and Agency will pay for all such services within thirty (30) days from the date of the invoice. Interest will be added to all past due payments at the lesser of eighteen percent (18%) per annum or the maximum rate permitted by law, calculated from the date of invoice. Advertiser and Agency agree to pay and will be jointly and severally liable for all costs of collection, including, without limitation, court costs and such attorney’s fees as are permitted by law.
(d) Orders for advertising shall be non-cancelable after ten (10) business days prior to the first date on which it is scheduled to appear within the specified Ad Systems site, network or service and through the advertising period agreed to pursuant to the insertion order.
(e) Advertiser and/or Agency shall notify Ad Systems in writing within thirty (30) days from the date of invoice of any discrepancy or disagreement with any telecast, advertisement, service, and/or the amount charged for the same. Advertiser’s and/or Agency’s failure to report any such discrepancy or disagreement in writing within such time will constitute a waiver of any claim relating to such discrepancy or disagreement.
(f) Unless otherwise specifically agreed upon by the parties, no cash discounts, volume discounts or other discounted rates will apply.
(g) In the event of a breach hereof by Ad Systems, the exclusive remedy of Advertiser and Agency therefore shall be a credit for substituted advertising time of equal value, and in no event shall Ad Systems be liable for any consequential or incidental damages, or monetary damages of any type.
(h) This Agreement is subject to the terms of licenses held by Ad Systems and is subject also to all laws and regulations now enforced or which may be enacted in the future, including but not limited to the rules and regulations of the Federal Communications Commission and the Independent Television Commission, where applicable.
(i) The party placing advertising on behalf of Advertiser and Agency acknowledges that it has the authority to do so and that by its placement has caused both Advertiser and Agency to be bound by the terms hereof. Agency shall be deemed to be acting as the principal and the authorized agent for any advertiser for whom Agency may order advertising or related services and/or on whose behalf Agency places advertising with Ad Systems, including, without limitation, Advertiser, liability being joint and several.
(j) A waiver by Ad Systems of any of the terms or conditions of this Agreement shall not be deemed to be a waiver of such terms or conditions for the future, or of any subsequent breach thereof, nor shall any such waiver relieve Agency or Advertiser from their obligations to comply strictly with the terms and conditions of this agreement.
(k) If any term or condition of this Agreement is declared invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each remaining term or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
(l) Advertiser and Agency acknowledge and agree that time is of the essence in this Agreement.
End of Standard Terms and Conditions
