Advertising Terms and Conditions
(a) The Purchaser agrees to pay for the services contracted for herein within Thirty (30) days of the date the invoice is rendered to Purchaser. Notwithstanding the foregoing, if the credit of the Purchaser is not satisfactory to CKRW The Rush in its sole discretion, CKRW The Rush may at any time require, and the Purchaser shall pay for, the services prior to the airing of the broadcast time contracted for under this Agreement.
(b) All sums due at any time under this Agreement are payable in Canadian dollars within Thirty (30) days of the date that an invoice is rendered to the Agency in respect of such sums. CKRW The Rush reserves the right to charge Purchaser interest at the rate of Two percent (2%) per month (Twenty four percent (24%) per annum) on accounts that remain unpaid for Thirty (30) days from the date of invoice.
(c) In all cases, the date of payment shall be deemed material and, unless otherwise stipulated in this Agreement, the postmark date on the envelope properly addressed to CKRW The Rush or its representative shall be considered the date when payment was made.
(d) Advertisements will be broadcast within 15 minutes of the time outlined on the face of the Broadcast Agreement, except on statutory holidays and Boxing Day.
CKRW The Rush will render invoices showing actual airtime to the Purchaser unless otherwise stipulated in this Agreement. Agency shall notify CKRW The Rush of any discrepancies in invoicing within Twenty (20) days of receipt of invoice. CKRW The Rush invoices shall set out all dates and times of broadcasts, length of commercial announcements. For purpose of this Section 1 (d) it is accepted and agreed that the broadcasting of Advertisements within 15 minutes of the time outlined on the face of this Agreement will not be considered a discrepancy.
(e) The Purchaser agrees that CKRW The Rush may conduct credit inquiries on the Purchaser as long as any sums owed to CKRW The Rush have not been paid entirely. The Purchaser authorizes any third party to convey any information of a financial matter about the Purchaser at the request of CKRW The Rush.
(a) Where the agreement is for Advertisements in the form of regular commercial inventory, such agreement may be terminated by either party giving the other at least Two (2) broadcast weeks written notice. Where the agreement is for Advertisements in the form of sponsorship/feature, such agreement may be terminated by either party giving the other at least Four (4) weeks written notice. Except as otherwise agreed, no such termination shall be effective during the first Four (4) weeks of any flight. A ‘broadcast week’ shall be considered ‘Monday through Sunday’.
(b) In the event of termination of this Agreement by Purchaser, other than for breach by CKRW The Rush of CKRW The Rush’s obligations under this Agreement, prior to the completion of all broadcasts contracted for, as provided in Subparagraph 3 (a) above, the Purchaser shall pay CKRW The Rush all amounts owing for services rendered by CKRW The Rush which have been contracted for by the Purchaser up to and including the date of termination at CKRW The Rush’s published or other agreed upon rates for such lesser number of broadcasts. Notwithstanding such early termination, the purchaser shall also reimburse CKRW The Rush for all sums CKRW The Rush has expended or is required to expend for all contractual commitments of supply made by it in order to fulfill the terms of this Agreement.
(c) In the event of cancellation of this Agreement by CKRW The Rush on default of the Purchaser to make any payment provided for, or as the result of the breach of any of its terms or conditions, CKRW The Rush shall be entitled to recover as damages, and the Purchaser shall pay to CKRW The Rush the total of all amounts due, or to become due hereunder, to the expiration of this Agreement or any renewal term thereof. The Purchaser agrees that such amounts are liquidated damages. CKRW The Rush shall also be entitled to recover, and the Purchaser shall pay, the costs and expenses of CKRW The Rush, including reasonable legal fees, in the collection of the amounts due hereunder to CKRW The Rush. In addition the Purchaser will reimburse CKRW The Rush for all sums which CKRW The Rush has expended, or may be required to expend, for all contractual commitments of supply made by it in order to fulfill the terms of this Agreement.
(d) If, due to CKRW The Rush’s material breach, Purchaser cancels this Agreement, CKRW The Rush’s liability shall be limited to payment as liquidated damages of a net sum equal to the actual non-cancellable live talent costs incurred by Purchaser for production of a live program (not recorded) in the cancelled time and the reasonable allocated production or rental cost of mechanical re-productions scheduled but not used for the cancelled broadcast and not useable for future scheduling due to CKRW The Rush’s breach. CKRW The Rush’s maximum liability under this Agreement for breach shall not exceed the time charges for the period involved. Inability to broadcast covered by paragraphs 3, 4 or 5 below shall not be considered a breach of this Agreement by CKRW The Rush.
(e) Where the Purchaser is in default in the payment of sums due under this Agreement, or where in the opinion of CKRW The Rush there are other grounds for questioning the soundness of the Purchaser’s credit, CKRW The Rush shall have the right, in its absolute discretion, to change the requirements as to the terms of payment for further broadcasting under this Agreement.
3. OBLIGATIONS OF THE PURCHASER
(a) The Purchaser shall provide CKRW The Rush with the script, recording or instructions concerning the content of commercial advertisements, in writing, at least Two (2) business days prior to the broadcast of said commercial messages. In case of failure to do so, CKRW The Rush may, at its discretion, broadcast other Advertisements for the Purchaser (the “Substitute Ads”). The Purchaser releases CKRW The Rush of any claim arising from the broadcast of the Substitute Ads. Should any additional work be required from CKRW The Rush, due to these circumstances, the Purchaser shall be charged for such work in accordance with the rates established by CKRW The Rush.
(b) Each advertisement must be in keeping with Advertising Standards Canada’s guidelines, failing which, CKRW The Rush will not broadcast the advertisement and the Purchaser shall be liable for full payment thereof.
(c) The Purchaser shall ensure that the scripts, recordings or instructions submitted to CKRW The Rush are in accordance with commercial and trade ethics, applicable codes and laws or by-laws in force at the time of broadcast and with the Advertising Standards Canada’s approval. The Purchaser covenants that all scripts and recordings submitted to CKRW The Rush shall be in accordance with the foregoing and undertakes to defend, indemnify and save harmless CKRW The Rush, its parent, related and affiliated companies, its officers, directors, shareholders, agents, servants and employees, for any or all damages, expenses, fines or claims of any nature which CKRW The Rush could be legally or otherwise exposed to or incurs following the execution of its obligations under this Agreement.
(d) Notwithstanding the preceding and without prejudice to the covenant hereinabove provided by the Purchaser, the latter acknowledges that said scripts or recording or commercial copy work shall be subject to the final approval of CKRW The Rush. CKRW The Rush shall have the right to modify, in whole or in part, at its sole discretion, said scripts or recordings or commercial copy work and the Purchaser releases CKRW The Rush, its parent, related and affiliated companies, its officers, directors, shareholders, agents, servants and employees, of any claim arising from such changes.
(e) The Purchaser shall pay to CKRW The Rush any tax imposed with respect to the services.
4. BROADCAST DISRUPTION/PREEMPTION/SUBSTITUTION
(a) CKRW The Rush shall not be liable for any damages, losses, costs or expense of any kind suffered by the Purchaser arising from the omission to broadcast, disruption of signal, or the substitution, interruption or postponement of any commercial advertisements or services if due to any of the following events:
(i) Act of God, technical problems, a public emergency or necessity, legal restrictions, power failure, strike, adverse weather conditions or any other circumstances beyond the control of CKRW The Rush, its employees or third parties, or at the direction of federal, provincial, territorial or municipal authorities, direction or regulation of the Canadian Radio & television and Telecommunications Commission ("CRTC"), or for any other reason including labour disputes, mechanical conditions, or as the result of a contractual agreement with a network or a federal, provincial, territorial, or municipal election or referendum; or
(ii) In any case where, at the discretion of CKRW The Rush a modification to commercial copy work or the broadcast schedule of said commercial advertisements is required in the public interest or by public order; or
(iii) A modification to commercial copy work or the broadcast schedule of said commercial advertisements is required in order to comply with any law, by law or directives issued by any governmental or public authorities; or
(b) Upon the mutual agreement of the parties, a later make good broadcast of the omitted broadcast may be performed by CKRW The Rush. Such make good broadcast shall be airtime of equivalent value to the interrupted, substituted or postponed commercial message.
(c) CKRW The Rush shall in no event be liable for indirect, special, consequential, exemplary or incidental losses or damages, including but not limited to loss of profits, lost business, loss of goodwill, loss of opportunity, arising out of or resulting from, or in any way related to this Agreement or the provision of services hereunder whether or not CKRW The Rush had knowledge that such damages might be incurred and the Purchaser hereby waives any right to claim such losses or damages.
5. SUBSTITUTION OF PROGRAMS OF PUBLIC SIGNIFICANCE
Notwithstanding anything to the contrary herein, CKRW The Rush shall have the right, in its absolute discretion, to cancel or pre-empt any broadcast or portion thereof covered by this Agreement in order to broadcast any program which, in the opinion of CKRW The Rush, is considered to be of public significance or in the public interest. Such pre-empted time will be reallocated to the Purchaser at a future mutually agreeable time, failing which Purchaser will not be charged for such air time. In such cases, CKRW The Rush shall notify the Purchaser in advance where reasonably possible, otherwise CKRW The Rush shall notify the Purchaser within Two (2) business days following the cancellation/pre-emption.
6. MATERIAL PROVISION AND SHIPMENT
(a) Purchaser shall send CKRW The Rush any and all broadcast material, including instructions, at least Three (3) business days prior to broadcast time, not including Saturdays, Sundays and holidays. If such material and broadcast instructions do not arrive at CKRW The Rush Seventy-Two (72) hours prior to broadcast the CKRW The Rush may invoice the Purchaser for time contracted and Purchaser shall promptly pay the same.
(b) All material for broadcast supplied by the Purchaser is subject to CKRW The Rush’s prior written approval and CKRW The Rush is expressly authorized to reject such material, in its absolute discretion and may require Purchaser to furnish substitute material satisfactory to CKRW The Rush. Unless the Purchaser furnishes satisfactory material Seventy-Two (72) hours prior to broadcast time, or notifies CKRW The Rush that such material will be available Seventy-Two (72) hours prior to broadcast time, CKRW The Rush shall have the right to supply substitute material, or in the case of announcements, to broadcast non-commercial material. In each case, CKRW The Rush may charge, in its absolute discretion, the Purchaser for contracted time.
(c) All material for broadcast supplied by Purchaser shall be in accordance with the appropriate broadcast advertising and product codes.
(d) Unless otherwise noted on face hereof, all program material including talent and commercial announcements shall be furnished by the Purchaser, and all expenses connected with delivery thereof to CKRW The Rush and further shipment from CKRW The Rush, if directed by the Purchaser, shall be at the Purchaser's sole expense.
7. INTELLECTUAL AND INDUSTRIAL PROPERTY
(a) All work products (the “Works”) including documentation, broadcast material, reports, and programs developed for the Purchaser under the terms and conditions of this Agreement shall belong to CKRW The Rush and shall be considered works created by CKRW The Rush. CKRW The Rush shall exclusively own all Canadian and international copyrights and other intellectual property rights in the Works. At the termination of this Agreement, the Purchaser shall return to CKRW The Rush the Works as well as any documents, reports, brochures and manuals provided by CKRW The Rush in connection with this Agreement.
(b) Any invention, discovery or improvement involving ideas, designs, methods or computer techniques conceived by CKRW The Rush's personnel in connection with this Agreement shall belong to CKRW The Rush.
(a) The Purchaser agrees to defend, indemnify and save harmless CKRW The Rush, its parent, related and affiliated companies, its officers, directors, shareholders, agents, servants and employees, against all or any claims, damages, liabilities, costs and expenses of any nature whatsoever whether accrued, absolute, contingent or otherwise, including without limitation legal fees and costs for defamation or trade practice, illegal competition, infringement of trademarks, trade names or program titles, violation of rights of privacy, infringements of copyrights and proprietary titles, failure to secure synchronization rights, and all other claims and demands liabilities and costs resulting from the broadcast of any material furnished by, or for, the Purchaser.
(b) The Purchaser shall be solely responsible for any or all permissions or clearances required by law.
(c) The Purchaser shall obtain clearance in accordance with the Food and Drug Act, the Advertising Standards Council, and regulations of the CRTC and all applicable regulatory bodies (“Regulations”) for all commercials required to obtain clearance. The Purchaser shall furnish CKRW The Rush with the applicable registration number, at least seventy-two (72) hours prior to broadcast, of all commercials coming within the jurisdiction of the Regulations. The Agency and the Advertiser shall jointly and severally defend, indemnify and save harmless CKRW The Rush, its parent, related and affiliated companies, its officers, directors, shareholders, agents, servants and employees, from any prosecution due to nonconformity with the Regulations, or in connection with the furnishing of the registration.
(d) At the time the Purchaser supplies traffic instructions for broadcast time, the Purchaser shall also supply CKRW The Rush with dates of talent cycles for each commercial. If subsequent use payments are required by any union or performer involved in the supply of commercial announcements covered by this Agreement the Purchaser accepts full responsibility for all expenses incurred in connection with negotiations involved, or payments required, or both, and further agree to defend, indemnify and save CKRW The Rush, its parent, related and affiliated companies, its officers, directors, shareholders, agents, servants and employees, harmless against any or all liability resulting from such demands.
(a) This Agreement is subject to all terms of licenses held by all parties hereto, and to all federal, territorial, provincial and municipal laws; regulations of the CRTC and to all other applicable laws or regulations of any branch of government or industry regulatory bodies authorized to exercise jurisdiction relative to licensees of broadcasting transmitting undertakings in force now or in future.
(b) Subject as aforesaid, this Agreement, together with any rights under it, may not be assigned or transferred without the prior written consent of CKRW The Rush; nor may CKRW The Rush be required to broadcast here under for any advertising other than that named on the face of this Agreement. Failure of CKRW The Rush or the Purchaser to enforce any of the provisions herein with respect to the breach thereof shall not be construed as a general relinquishment or waiver as to that provision.
(c) CKRW The Rush shall exercise normal precautions but assumes no liability for loss of, or damage to, program material or other property furnished by the Purchaser. CKRW The Rush shall not accept or process mail, correspondence, or telephone calls in connection with broadcasts without prior approval. Such approval shall be at the sole risk of the Purchaser and subject to reimbursement by the Purchaser for all expenses incurred.
(d) Unless otherwise stated herein, all notices provided hereunder shall be in writing and shall be given either by courier, mail, facsimile, electronic mail, or by delivering same, addressed to CKRW The Rush, the Agency or the Advertiser, at the addresses contained on the face of the Agreement. Any such notice if mailed shall be deemed to have been received upon the expiration of forty-eight (48) hours after the same was posted, and if faxed or delivered, shall be deemed to have been received on the day on which it was faxed or delivered.
(e) If any covenant or provision herein is determined to be void or unenforceable, in whole or in part, it shall be severable from, and shall not be deemed to affect or impair the validity of, any other covenant or provision.
(f) This Agreement contains the entire agreement between the parties relating to the subject matter herein contained, and no changes or modifications of any of its terms or provisions shall be effective unless made in writing, signed by those parties and incorporated into this Agreement.
(g) The laws of the Yukon Territory and the laws of Canada applicable therein shall govern as to the interpretation, validity and effect of this agreement notwithstanding any conflict of laws provisions or your domicile, residence or physical location. You consent, attorn and submit to the non-exclusive jurisdiction of the courts of the Yukon Territory in any action or proceeding instituted under or related to this agreement.
(h) This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.