Advertising

 

CONDITIONS

The advertising agency placing advertising covered by this contract, hereinafter called agency, and radio station WRR, owned and operated by the City of Dallas, hereinafter called station, hereby agree that this contract shall be governed by the following conditions:  (In the event there is no advertising agency involved, the word “advertiser” replaces “agency” throughout the conditions.)

 


1. PAYMENT

(a) The agency agrees to pay, and the broadcasting station agrees to hold the agency solely liable for payment for the broadcasts covered by this contract, unless expressly otherwise agreed in writing,

(b) The agency agrees to pay for broadcasts covered by this contract, at the office of the broadcasting station in Dallas County, Texas, on or before the last day of the month following that in which broadcasting is done unless otherwise stipulated on the face of this contract; or, when cash discount is allowed but payment date not specified on the face of the contract, on the fifteenth of the month following.

(c) In all cases date of payment is material and unless otherwise stipulated the postmark date on the envelope properly addressed to the broadcasting station or to its representative shall be considered the date when payment was made.

(d) Station's invoices for broadcasts covered by this contract shall be in accordance with the station's log and shall so state on each such invoice, and shall be deemed to be correct unless proved otherwise.

(e) Invoices should be rendered at the end of the contract or monthly.

(f) Upon request of the Agency, affidavits or certifications of performance are to be furnished by the station to the agency at the time of billing. Unless requested prior to billing, the request for and the furnishing of such affidavits or certifications shall not be set as a condition precedent to the payment or the time of any payment called for hereunder.

(g) The station reserves the right to cancel this contract at any time upon default by the agency in the payment of bills, or other material breach on the part of the agency of any of the conditions herein: and upon such cancellation all broadcasting done hereunder and not paid shall become immediately due and payable. In case of delinquency in payment, due in the opinion of the station to impaired credit or if the station believes reasonably that the agency's credit has been impaired, the station shall have the right to change the requirements as to the terms of payment for further broadcasts under this contract as it may see fit by giving the agency written notice addressed to the agency’s last known business address.

(h) Overdue accounts will be subject to an interest penalty assessment.

 

2. TERMINATION AND RENEWAL

(a) This contract maybe terminated by either party by giving the other twenty-eight (28) days prior written notice; provided that no such notice shall be effective until twenty- eight (28) days after start of broadcasts hereunder. It is provided further that either party giving the other fourteen (14) days prior written notice may terminate this contract but no such notice shall be effective until fourteen (14) days after the start of broadcasts hereunder. If agency so terminates this contract, it will pay station at earned rate according to station's rate card on which this contract is based. If station so terminates this contract, agency will then either agree with station on a satisfactory substitute day or time for continuance of broadcasts covered by this contract at the card rates on which this contract is based for such substitute time, or, if no such agreement can be reached, agency will pay station according to the rates specified herein for all broadcasts previously rendered by station; that is, the agency shall have the benefit of the same discounts which the agency would have earned had it been allowed to complete the contract in the event of termination hereunder, neither party shall be liable to the other party otherwise than as specified in this paragraph, and in paragraph 6 hereof.

(b) The broadcast time (or times) covered by this contract may be renewed by agency provided there is no interruption in the continuity of the broadcasts, by giving the station twenty-eight (28) days written notice prior to the expiration of this contract or any extension thereof. It is agreed further that this contract, insofar as it covers broadcasts of less than five minutes duration, provided there is no interruption in the continuity of the broadcasts, may be renewed by agency giving the station fourteen (14) days written notice prior to the expiration of this contract or any extension thereof. Failure to exercise this option to renew within the time and the manner provided voids all agency's rights to such renewal.

 

3. INABILITY TO BROADCAST

(a)  Should the station, due to public emergency or necessity, legal restrictions, labor disputes, strikes, boycotts, secondary boycotts, Acts of God (whether or not such Acts of God have occurred frequently or habitually or are of a common or seasonal occurrence in the general locality of such broadcasting), or for any other reason, including but not restricted to mechanical breakdown beyond the control and without the fault of the station, provided that station has taken reasonable precautions against their recurrence, be unable to broadcast any or a part of any of the agency's broadcasts at the time specified, the station shall not be liable to agency except to the extent of allowing in such case: One (1), a pro-rata reduction in the time charges hereunder, or two (2), if an interruption occurs during the commercial announcement portion of any broadcast, a credit to agency in the same proportion to the total station charges which the omitted commercial portion bears to the total commercial portion of the broadcast, it being mutually agreed that station shall credit agency on whichever basis is more favorable to agency. In the event of such omission, station will, upon agency's request, make a suitable courtesy announcement as to such omission. Such omission or interruption shall affect rates of discount; that is, the agency shall have the benefit of the same discount which the agency would have earned had it been allowed to complete the broadcasts omitted.

 

4. SUBSTITUTION OF PROGRAMS OF PUBLIC IMPORTANCE OR IN THE PUBLIC INTEREST

(a) The station shall have the right to cancel any broadcast or any portion thereof covered by this contract in order to broadcast any program, which in its absolute discretion it deems to be of public importance or in the public interest. In any such case the station will notify agency in advance, if reasonably possible, but, in any case, within a reasonable time after such broadcast, that the agency's broadcast has been cancelled.

(b). In the case of any broadcast cancelled under Paragraph 4(a) above, the agency and the station will agree on a satisfactory substitute day and time for the broadcast or, if no such agreement can be reached within a reasonable time, the broadcast will be considered as cancelled without affecting the rates, discounts, or rights provided under this contract, except that the agency shall not be required to pay for the cancelled broadcast.

 

5. TIME RATES

(a) Except as otherwise agreed to in writing, if this contract is continued beyond the time specified herein, the additional broadcasts shall be considered a part of this contract and the same time rate shall apply until any lower rates, prevailing at the time this contract was made, shall have been earned; and then such lower time rate shall apply to the whole contract. This provision shall not, however, cover a broadcast later than one year from the date of the first broadcast.

(b) In the event of revision of station rates or discounts, any broadcasts under this contract may be extended at the rates and discounts herein shown without penalty of short rate or loss of discounts on previous broadcasts hereunder for a period of not more than fifty-two (52) weeks from the effective date of such revision.

(c) All broadcasts placed with station for the advertiser for broadcasting within one year from the date of the first broadcast hereunder shall be combined for purpose of calculating the total amount of frequency discounts earned, provided, however, that announcements cannot be so combined with five (5) minute or longer programs.

 

6. BROADCASTS

(a) The contract for station time includes the services of the technical staff and of a regular staff announcer. Other talent and service charges, if any, are covered in this contract and such charges are subject to change by the agency with the consent of the station.

(b) Broadcasts prepared by the agency are subject to the approval of the station both as to artists and to broadcast content.

(c) If the station has not received material for any broadcast at least 96 hours in advance of broadcast time, the station will notify the agency by collect telegram, phone, e-mail, and fax.  Should the station fail to receive material for such broadcast at least 72 hours in advance of broadcast time, the station shall have the right to produce a substitute broadcast, making its regular charge for time and a reasonable charge for talent used, and, unless otherwise instructed by agency, announcing the name, address and business of the advertiser.

(d) Except as otherwise hereinafter expressly provided, the agency will hold and have the station harmless against all liability for libel, slander, illegal competition or trade practice. Infringement of trade marks, trade names or program titles, violation of rights of privacy and infringement of copyrights and proprietary rights, resulting from the broadcasting of the broadcasts herein provided in the form furnished by the agency. The station agrees, however, to hold and save the agency and advertiser harmless against all such liability where the broadcasts are prepared and produced both as to artists and broadcast content by the station excepting only such liability as may result from the broadcasting of the commercial credits and other material as furnished by the agency. Station will hold and save agency and advertiser harmless against all such liability with respect to music on station-built broadcasts. Station will hold and save agency and advertiser harmless against all such liability with respect to music on agency-built broadcasts, provided such music has been cleared and approved for broadcasting by a licensor designated by the station. Agency will hold and save station harmless against all such liability with respect to music on agency-built broadcasts if such music has not been cleared and approved for broadcasting by a licensor designated by the station.

(e) The provisions of Paragraph 6 (d) shall survive any cancellation or termination of this contract.

 

7. GENERAL

(a) This contract is subject to the terms of licenses held by the station and is subject also to all Federal, State and Municipal laws and regulations now in force, or which may be enacted in the future, including the Rules and Regulations of the Federal Communications Commission made in pursuance of its quasi-legislative powers and its decisions and actions and orders when acting in its quasi-judicial capacity.

(b) This contract, including the rights under it, may not be assigned or transferred without first obtaining the consent of the station in writing; nor may the station be required to broadcast hereunder for the benefit of any other advertiser than the one named on the face of the contract.

(c) The agency agrees that it will not rebate to its client any part of the commission allowed by the station.

(d) The station shall not be required to broadcast hereunder for any other products than the ones named in the contract, without first obtaining the approval of the station to so do in writing.

(e) This station does not discriminate in the sale of advertising time, and will accept no advertising which is placed with intent to discriminate on the basis of race, gender or ethnicity.  Advertiser hereby certifies that it is not buying broadcasting air time under this advertising sales contract for a discriminatory purpose, including but not limited to decisions not to place advertising on particular stations on the basis of race, gender, national origin, or ancestry.

 (f) All requests by the agency for the station to receive and handle mail, e-mail, fax, cables, telegrams or telephone calls, in connection with the broadcasts under this contract, must have the prior approval of the station and, if approved, the said communications will be received and handled at the sole risk of the agency, and the agency shall reimburse the station for all of the expense incurred by it in connection with the handling of such matters.

(g) Any broadcast material or any other material, information or property of whatever nature or kind, to be received and handled by the station, must have the prior approval of the station and, if approved, will be received and handled at the sole risk of the agency, and the agency shall reimburse the station for all of the expense incurred by it in connection with the handling of such matters.

(h) The failure of the station or of the agency to enforce any of the provisions herein listed with respect to a breach thereof in any one instance shall not be construed as a general relinquishment of waiver under this agreement and the same shall nevertheless be and remain in full force and effect.

(i) The agency agrees that the station may deduct from any period of five minutes or longer not more than thirty seconds for station-break purposes.

 

8. LITIGATION

In any lawsuit brought for the collection of an amount due and payable hereunder, the station shall be entitled to reasonable attorney's fees.

 

9. INTERNET STREAMING

WRR streams its broadcast signal on the Internet.

 



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