A Better SkoolTERMS AND CONDITIONS
EFFECTIVE AS of 10-24-2021
For the purpose of these terms and conditions, the person(s), firm or corporation contracting for broadcast time, Advertisements, Event coverage, Artist Music Submission and Potential Employees; under the agreement, of which these terms and conditions form a part (the “Agreement”), whether as principal (the “Advertiser’) or as agent (the “Agency”), is deemed to be duly authorized for all purposes relating to this Agreement.
If an Agency is or has accepted this Agreement on behalf of Advertiser, the Agency confirms that it is authorized to bind the Advertiser and the Agency shall be jointly and severally liable for all obligations under this Agreement. The Advertiser/Agency (hereinafter, the “Client”) and A Better Skool online radio station accepting this Agreement (the “Station”) hereby agree to the following terms and conditions.
The Client agrees to pay for the services contracted for, herein within Fifteen (15) days of the date the invoice is rendered to Client. Notwithstanding the foregoing, if the credit of the Client is not satisfactory to the Station, the Station may at any time require, and the Client shall pay for, the services prior to the airing of the broadcast time contracted for under this Agreement.
All sums due at any time under this Agreement are payable within Fifteen (15) days of the date that an invoice is rendered to the Agency in respect of such sums. The Station reserves the right to charge Client interest at certain rates on accounts that remain unpaid for Thirty (30) days from the date of invoice.
Advertisements will be broadcast within 15 minutes of the time outlined on the face of this Agreement. A Better Skool online radio Station will render invoices and/or an email showing actual airtime with the commercial code aired on the spot to Client unless otherwise stipulated in this Agreement. Station will supply certified statements of performance on request. Agency shall notify Station of any discrepancies in invoicing within Twenty (20) days of receipt of invoice. A Better Skool Station’s invoices shall set out all dates and times of broadcasts, length of commercial announcements, the portion of Station’s program log indicating the Advertisements referred to in the invoice, details identifying and stating the nature of any and all discrepancies between the broadcast time contracted or hereunder and the A Better Skool program log, and a statement of the reason or reasons for such discrepancies, if any. 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.
Where a dispute arises over payment of an invoice, the Client agrees to remit the undisputed portion of the invoice in accordance with the terms of this Agreement, and acceptance by the Station of such portion shall in no way be construed as an admission by the Station of the validity of the Client’s dispute.
The Client agrees that the A Better Skool may conduct credit inquiries on the Client as long as any sums owed to the Station have not been paid entirely. The Client authorizes any third party to convey any information of a financial matter about the Client at the request of the Station.
Where the agreement is for Advertisements, event coverage, Artist Music Submission; 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 through email or direct contact. Verbal notice is acceptable if confirmed in writing within Seven (7) days. 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’.
In the event of termination of this Agreement by Client, other than for breach by A Better Skool of Station’s obligations under this Agreement, prior to the completion of all broadcasts contracted for, as provided above, the Client shall pay the Station all amounts owing for services rendered by the Station which have been contracted for by the Client up to and including the date of termination at the Station as published or as agreed upon for rates for such lesser number of broadcasts. Notwithstanding such early termination, the Client shall also reimburse A Better Skool for all sums the Station 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.
In the event of cancellation of this Agreement by the Station on default of the Client to make any payment provided for, or as the result of the breach of any of its terms or conditions, the Station shall be entitled to recover as damages, and the Client shall pay to the Station the total of all amounts due, or to become due hereunder, to the expiration of this Agreement or any renewal term thereof. The Client agrees that such amounts are liquidated damages. A Better Skool shall also be entitled to recover, and the Client shall pay, the costs and expenses of the Station, including reasonable legal fees, in the collection of the amounts due hereunder to the Station. In addition, the Client will reimburse the Station for all sums which the Station 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.
If, due to A Better Skool’s material breach, Client cancels this Agreement, Station’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 Client for production of a live program (not recorded) in the cancelled time and the reasonable allocated production or rental cost of mechanical reproductions scheduled but not used for the cancelled broadcast and not useable for future scheduling due to Station’s breach.
Such charges shall not exceed the time charges for the period involved. Inability to broadcast shall not be considered a breach of this Agreement by the Station.
Where the Client is in default in the payment of sums due under this Agreement, or where in the opinion of the Station there are other grounds for questioning the soundness of the Client’s credit, the Station shall have the right, in its absolute discretion, to change the requirements as to the terms of payment for further broadcasting under this Agreement.
OBLIGATIONS OF THE CLIENT
- The Client shall provide the Station 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, A Better Skool may, at its discretion, broadcast other Advertisements for the Client to the best of the knowledge of its agents or employees (the “Substitute Ads”). The Client releases A Better Skool of any claim arising from the broadcast of the Substitute Ads. Should any additional work be required from the Station, due to these circumstances, the Client shall be charged for such work in accordance with the rates established by the Station.
- Each advertisement must contain Advertising Standards of U.S. approval, failing to meet this, the Station will not broadcast the advertisement and the Client shall be liable for full payment therefor.
- The Client shall ensure that the scripts, recordings or instructions submitted to that Station 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. The Client guarantees that all scripts and recordings submitted to the Station shall be in accordance with the foregoing and undertakes to defend, indemnify and save harmless A Better Gospel, its parent, related and affiliated companies, its officers, directors, shareholders, agents, servants and employees, for any amount of damages, expenses, fines or claims of any nature which the Station could be legally or otherwise exposed to following the execution of its obligations under this Agreement.
- Notwithstanding the preceding and without prejudice to the guarantee herein above provided by the Client, the latter acknowledges that the said scripts or recording or commercial copy work shall be subject to the final approval of the Station. The Station 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 Client releases the Station, its parent, related and affiliated companies, its officers, directors, shareholders, agents, servants and employees, of any claim arising from such changes.
- The Client shall pay to the Station any tax imposed with respect to the services.
- A Better Skool shall not be liable for any damages, losses, costs or expense of any kind suffered by the Client arising from the omission to broadcast or the substitution, interruption or postponement of any commercial advertisements or services if due to any of the following events:
- Act of God, technical problems, a public emergency or necessity, legal restrictions, power failure, strike, adverse weather conditions or any other circumstances resulting not from doings of the Station, its employees or third parties, or at the direction of federal, provincial or municipal authorities, or for any other reason including mechanical conditions, or as the result of a contractual agreement with a network or a federal, provincial or municipal election or referendum; or
- In any case where, at the discretion of A Better Gospel, 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
- 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;
- Upon the mutual agreement of the parties, a later make good broadcast of the omitted broadcast may be performed by the Station. Such make good broadcast shall be airtime of equivalent value to the interrupted, substituted or postponed commercial message.
SUBSTITUTION OF PROGRAMS OF PUBLIC SIGNIFICANCE
Notwithstanding anything to the contrary herein, the Station 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 the Station, is considered to be of public significance or in the public interest. Such pre-empted time will be reallocated to the Client at a future mutually agreeable time, failing which Client will not be charged for such air-time. In such cases, the Station shall notify the Client in advance where reasonably possible, otherwise the Station shall notify the Client within One (1) business day following the cancellation/pre-emption.
MATERIAL PROVISION AND SHIPMENT
- Client shall send A Better Skool any and all broadcast material, including instructions, at least Two (2) business days prior to broadcast time, not including Saturdays, Sundays and holidays. If such material and broadcast instructions do not arrive at the Station Forty-eight (48) hours prior to broadcast the Station may invoice the Client for time contracted and Client shall promptly pay the same.
- All material for broadcast supplied by the Client is subject to Station’s prior written approval and the A Better Skool is expressly authorized to reject such material, in its absolute discretion and may require Client to furnish substitute material satisfactory to Station. Unless the Client furnishes satisfactory material Forty-eight (48) hours prior to broadcast time, or notifies the Station that such material will be available Forty-eight (48) hours prior to broadcast time, the Station shall have the right to supply substitute material, or in the case of announcements, to broadcast non-commercial material. In each case, the Station may charge, in its absolute discretion, the Client for contracted time.
- All material for broadcast supplied by Client shall be in accordance with the appropriate broadcast advertising and product codes.
- Unless otherwise noted on face hereof, all program material including talent and commercial announcements shall be furnished by the Client, and all expenses connected with delivery thereof to the Station and further shipment from the Station, if directed by the Client, shall be at the Client’s sole expense.
The Client agrees to defend, indemnify and save harmless the Station, 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 trade-marks, 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 Client.
The Station shall indemnify and save harmless the Client against all such liability described in sub-paragraph (a) above on material furnished solely by the Station, and in the case of material furnished by Client or musical compositions performed in non-dramatic form, the restricted right for performance of which is licensed for broadcasting by a music licensing in non-dramatic form.
At the time the Client supplies traffic instructions for broadcast time, the Client shall also supply the Station 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, other than as a result of the negligence, error or oversight of the Station, the Client 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 the Station, its parent, related and affiliated companies, its officers, directors, shareholders, agents, servants and employees, harmless against any or all liability resulting from such demands.
- This Agreement is subject to all terms of licenses held by all parties hereto, and to all federal, provincial and municipal laws; 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.
- Subject as aforesaid, this Agreement, together with any rights under it, may not be assigned or transferred without the prior written consent of A Better Gospel; nor may the Station be required to broadcast hereunder for any advertising other than that named on the face of this Agreement. Failure of the Station or the Client 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.
- The Station shall exercise normal precautions but assumes no liability for loss of, or damage to, program material or other property furnished by the Client. A Better Skool 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 Client and subject to reimbursement by the Client for all expenses incurred.
- Unless otherwise stated herein, all notices provided hereunder shall be in writing and shall be given either by courier, mail, facsimile or by delivering same, addressed to the Station, 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.
- Unless Client provides Station with an objection, in writing, within Five (5) business days of receipt of agreement confirmation from Station, Client shall be deemed to have accepted these terms and conditions.
- In the event of a conflict between these broadcast conditions and any provisions on the face of this Agreement, the provisions on the face of this Agreement shall prevail.
- 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.
- 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.
By using this website you agree to all of the above terms.