STANDARD TERMS FOR BROADCAST ORDERS

Broadcast orders placed with radio and television stations operated by Bonneville International, a Utah corporation (“BONNEVILLE”), are subject to the following terms and conditions:

1. Payment.
(a) Terms. Payment terms, if approved, are net thirty (30) days. Past due amounts shall bear interest at the rate of twelve percent (12%) per annum or the maximum rate permitted by law, whichever is less, calculated from the date payment was due until the date payment is received, regardless of whether before or after judgment.
(b) Joint and Several Liability. Bonneville may hold the advertiser that is the subject of the advertisements covered by the broadcast order and any person or entity acting on behalf of the advertiser, such as the advertiser’s advertising agency, (collectively, “Client”) jointly and severally liable for any amounts due as a result of advertisements broadcast by BONNEVILLE.
(c) Materiality. Date of payment is material in all cases. Failure to make timely payment may result in the suspension of performance by BONNEVILLE.
(d) Right to Modify. BONNEVILLE shall have the right to modify the terms of payment if Client’s credit worthiness is materially impaired, as determined by BONNEVILLE in its sole discretion.
(e) Billing. BONNEVILLE will bill at monthly intervals unless otherwise arranged, or if payment in advance is required. Invoices shall be in accordance with BONNEVILLE’s logs and shall be deemed correct unless proven otherwise.
(f) Taxes. Client shall be responsible for, and shall timely pay, all taxes of any kind or nature, but excluding taxes on the income of BONNEVILLE, due as a result of advertisements broadcast by BONNEVILLE on behalf of Client.
(g) Returned Check Fees. In addition to any remedies that may be available at law or in equity, BONNEVILLE may impose a service charge of $20.00 on Client if a check or payment of Client is returned for insufficient funds.
(h) Disputes. BONNEVILLE must be notified within seven (7) days of the date of invoice if Client disputes any portion of the invoice, otherwise the invoice will be considered accepted by Client as correct and payable in full. Review of disputes raised beyond the seven (7) day period will be at the sole discretion of BONNEVILLE. Client shall timely pay the undisputed portion of a disputed invoice. Client shall timely pay amounts owed on adjusted invoices. Unpaid amounts hereunder shall be subject to interest charges as provided above.
2. Cancellations. BONNEVILLE and Client may each cancel broadcast orders without cause on seven (7) days’ advance written notice.
3. Breach. BONNEVILLE shall have the right to cancel a broadcast order at any time on default by Client in the payment of invoices or other material breach of the terms hereof. On such cancellation, all charges for broadcasting provided hereunder and not paid shall become immediately due and payable.
4. Inability to Broadcast. BONNEVILLE shall not be liable to Client if BONNEVILLE is unable to broadcast advertisements due to public emergency or necessity, an event of force majeure, restrictions imposed by law, acts of God, labor disputes or any other cause beyond BONNEVILLE’s control, including mechanical breakdown.
5. Preemptions. BONNEVILLE shall have the right to preempt advertisements placed by Client in order to broadcast a program that BONNEVILLE deems to be of public significance. In such event, BONNEVILLE shall give Client as much notice as is commercially reasonable and provide Client makegood advertisements or a pro rata reduction in the amount due from Client.
6. Rate Changes. Rates charged by BONNEVILLE for advertisements are subject to change at any time without notice.
7. Production. Unless otherwise agreed by BONNEVILLE and Client, Client shall deliver its advertisements to BONNEVILLE in a form ready for broadcast, and Client shall pay all expenses incurred in connection with the production and delivery of its advertisements. If Client fails to deliver advertisements at least twenty-four (24) hours prior to the date of broadcast (or by the close of business on the day immediately prior to weekends or holidays), BONNEVILLE shall have the right to broadcast substitute advertisements, if available, and Client shall remain obligated to pay for the use of the broadcast time.
8. Approval of Material. All materials submitted by Client for broadcast by BONNEVILLE are subject to approval by BONNEVILLE. BONNEVILLE shall have the right to edit or reject any materials that do not meet BONNEVILLE’s standards for content and/or technical quality, as determined by BONNEVILLE in its sole discretion. In addition, BONNEVILLE shall have the right to broadcast substitute advertisements, if available, and Client shall remain obligated to pay for the use of the broadcast time.
9. Ownership. As between Client and BONNEVILLE, Client shall be deemed the owner of all materials delivered by Client for broadcast by BONNEVILLE, and BONNEVILLE shall be deemed the owner of all materials produced by BONNEVILLE in connection with the broadcast of advertisements on behalf of Client.
10. Indemnification. Client shall indemnify, defend and hold harmless BONNEVILLE, and the officers, directors, employees and agents of BONNEVILLE, for, from and against any and all liability of whatsoever kind or nature arising out of the broadcast by BONNEVILLE of any materials prepared, produced, furnished or delivered to BONNEVILLE by Client or any person or entity acting on behalf of Client.
11. Miscellaneous.
(a) Broadcast Times. BONNEVILLE shall perform the broadcasts covered by the broadcast order on the days and approximately the times set forth therein. Time mentioned shall be that current at BONNEVILLE.
(b) Handling of Materials. BONNEVILLE shall have no liability for loss or damage to materials supplied by Client, except to the extent caused by the gross negligence or willful misconduct of BONNEVILLE.
(c) Assignment. Client shall not assign or transfer its obligations under a broadcast order without the prior written consent of BONNEVILLE, nor shall BONNEVILLE be required to perform under a broadcast order for the benefit of any third party.
(d) Applicable Law. Broadcast orders shall be governed by and construed in accordance with the Communications Act of 1934, as amended, the rules and regulations of the Federal Communications Commission and the laws of the State of Utah. The substantially prevailing party in any suit, action or proceeding brought in connection with a broadcast order shall be entitled to payment by the other party of all attorneys’ fees, collection costs, court fees and other expenses incurred by the substantially prevailing party, regardless of whether incurred before or after judgment.
(e) Waiver. No waiver of any breach of a broadcast order by either party shall constitute a waiver as to any future breach.

Definitions

Platform – Means the online advertising buying platform providing access to the Supplier's audience, products and services.
Supplier – Means the media company offering products and services for sale on the Platform. The Supplier has agreed to offer its audience, products and services for sale on the Platform and to fulfill monthly or weekly Plans as submitted by the Advertiser.
Advertiser – Means the person, or persons, business, company or entity purchasing an advertising Plan on the Platform, from the Supplier, for the amount and Period outlined in the Plan details.
Agency - Means an approved agent acting on behalf of an Advertiser. The Agency will be responsible for the creation and management of Plans via the Platform including creative and, if credit is granted by the Supplier to the Agency, payment of invoices by the due date.
Plan – Means the advertising plan purchased by the Advertiser, from the Supplier, via the Platform.
Campaign Period – Means each consecutive monthly (4 weeks) or weekly (7 days) period, also referred to as a “month” or “monthly” or "week" or "weekly", during the advertising Plan.
Campaign Planner – Means the online selection tool used by the Advertiser to select the required options and preferences for any given Campaign Period.
Campaign Plan – Means the detailed campaign options submitted by the Advertiser, to the Supplier, via the Campaign Planner on the Platform, containing the audience Demographics, Locations, Platforms, Ad Types, Placement and/or Other Options, explicitly requested by the Advertiser, for one or more nominated Campaign Periods.
Plan Price or Budget – Means the total monthly or weekly cost to the Advertiser for the Campaign plan.
Term – Means the number of months (i.e. 1 to 13), or weeks (i.e. 1 to 52) of the Plan.
Campaign Deadline – Means 7 days prior to the commencement day of a Campaign Period.
Audience Reach – Means the number of potential impacts or impressions (if applicable) your Plan can achieve in a Period. See Platform for a detailed definition for each Supplier.
Campaign Validation Report – Means the system generated PDF or Excel report uploaded by the Supplier to the Account portal of the Advertiser to validate the delivery of products and services to meet the criteria detailed in the submitted Campaign Plan for each Campaign Period.

Payment Terms

Unless the Advertiser is granted credit by the Supplier, all Plans are prepaid monthly or weekly via a third party secure payment platform. This may include credit or debit card payments and other pre-payment options available at the time of purchase. Any payment platform fees and charges applicable at the time of purchase will be paid by the Advertiser in addition to the monthly or weekly Plan Price and any other fees and charges that may be added from time to time. All applicable fees and charges will be itemized at the time of purchase, prior to checkout.

Failed Payment Attempts

Should a payment attempt fail for any reason, the Advertiser will be notified via email by the Platform and a second attempt will be made as notified. Should the second payment attempt fail, the Plan will be placed on hold and the Supplier will contact the Advertiser in order to recover payment and subsequently place the Plan off hold or arrange cancellation of the Plan and recover cancellation adjustment payments in accordance with the terms herein.

Cancellation Terms

Plans can be cancelled up to 7 days prior to commencement of the next Campaign Period via the platform.
Upon cancellation, an early cancellation adjustment may be payable based on the difference between the actual term of the plan, compared with the original agreed term i.e. Monthly/Weekly Price of Actual Term - Monthly/Weekly Price of Agreed Term x Number of Months/Weeks Actually Used.
e.g. Let's say the original plan was for 12 periods at $2,000 per period but was later changed by the Advertiser to 3 periods at $2,100 per period. In this example, the cancellation adjustment fee would be $300 ($2,100 - $2,000 x 3).

Edits to Campaign Plans and Budget

The Advertiser may edit the Plan options and preferences, Audience Reach and Ad Products up to 7 days prior to any Campaign Period not already commenced, even if a Campaign Plan has already been edted for a Campaign Period. If those edits result in a difference in the Budget, the Advertiser authorizes the Platform to charge the revised payment amount for those Campaign Periods to the payment method pre-authorized.

Term Discount

Depending on the Term (number of Campaign Periods) of the purchased Plan, a Term Discount may be applied to the monthly or weekly Budget. The Term Discount will not be applied retrospectively to renewed Plans meaning that each new or renewed Plan will be subject to the Term Discount for that individual plan and is not calculated cumulatively over more than one Plan.

Campaign Validation Report, Notice Period and Disputes

At the end of each month, the Supplier will upload a system generated PDF or Excel report detailing the delivered audience estimate (if available), products and services for that month's Campaign Periods.
The Advertiser will be notified via email upon upload of the report and given 7 days from delivery of that report to review and notify the Supplier of any dispute or perceived failure on the Suppliers part to deliver the requested products and services to meet the Campaign Plan criteria. The options and contact details for disputes will be contained in the notification email.
If the Advertiser does not respond or dispute the report within 7 days of delivery, the Campaign Plan criteria will be deemed to have been met in full and no further action is required by either party.
Upon receipt of a dispute from the Advertiser, the Supplier has 7 days to respond with appropriate compensation or remedy. The Advertiser will again be notified via email of the Supplier response and given 3 days to review and respond. If the Advertiser does not respond to the remedy email within 3 days, the recommended action will be deemed appropriate and accepted as full and final remedy for the dispute.
The remedy may include an offer to run additional advertising products or services in a future Campaign Period to make up for any shortfall in audience, products or services that may not have been delivered in the prior Campaign Period. The remedy will not include a refund of payment or other monetary compensation of any kind.
Unless otherwise notified by the Advertiser, the Supplier will, at its discretion, compensate or remedy any shortfall and provide validation of such delivery in a future Campaign Validation Report. The Advertiser will again have the above-mentioned dispute process available should they feel necessary.