Terms and Conditions
WHAN-AM is owned and operated by Fifth Estate Broadcasting, L.L.C.
The advertiser placing advertising covered by this contract (thereafter called ADVERTISER) and the station accepting this contract
(thereafter called STATION) hereby agree that this contract shall.be governed by the following conditions.
1. Payment and Billing
a) Advertiser Solely Liable. ADVERTISER agrees to pay, and STATION
agrees to hold ADVERTISER solely liable for payment for the broadcasl
covered by the contract unless expressly othenvise agreed in writing.
b) Time. ADVERTISER agrees to pay for broadcast covered by this contract
at the office of STATION or of its authorized representative, on or before the
last day of the month following that in which the broadcasting is done unless
otherwise stipulated on the face of this contract.
c) Billing. STATION will bill ADVERTISER at monthly intervals unless
othenvise provided on the face of this contract. STATION's invoices shall be
in accordance with the log and shall be deemed to be correct unless proved
otherwise. Upon request of ADVERTISER, certificates of perfonnance will be
furnished by STATION at lime of billing. Unless requested prior to billing the
furnishing of such certificates shall not act as a condition precedent to the
payment, or the time of any payment called for hereinunder.
2. Effect of Breach
a) By Advertiser. STATION reserves the right to cancel this contract at any
time upon default by ADVERTISER in the payment of bills, or other material
breach on the part of the ADVERTISER of any of the conditions herein: and
upon such cancellation of all broadcasting done hereinunder and not paid
shall become immediately due and payable. In the event of a cancellation by
the reason of material breach by ADVERTISER, ADVERTISER shall pay
the STATI ON, as liquidated damages, a net sum equal to the actual
out-of-pocket cost to the STATION incurred through the cancellation of this
contract, together with the amount owing at the earned rate for broadcasts
performed hereunder prior to such cancellation.
b) B.v Statiun.· · In the event of a cancellation by reason of a material
breach by STATION, STATION shall pay to ADVERTISER as liquidated
damages, a net sum equal to the actual out-of-pocket cost to ADVERTISER
incurred through cancellation of this contract.
3. Termination and Renewal
a) Notice. Contract may be terminated by either party by giving the other
twenty eight (28) days prior written notice unless otherwise stipulated on
this face of this contract.
b) Effect a/Termination. If ADVERTISER so terminates this contract, it will
pay the STATION at earned rate according to STATION's rate card on which
this contract is based. If STATION so terminates this contract, ADVERTISER
will then either agree with STATI ON on a satisfactory day or lime for
continuance of broadcasts at the rate card rates upon which this contract is
based or, if no such agreement can be reached, ADVERTI SER will pay
STATI ON according to the rates specified herein for all broadcasts
previously rendered by STATION.
c) Renewal The broadcast times covered by this contract may be renewed
by ADVERTISER provided there is no interruption in conµnuity of broadcasts
by giving STATI ON fourteen ( 14) days prior written notice. Failure to
exercise this option Jo renew within the time and in the manner provided
voids all ADVERTISER's rights for such renewal.
4. Inability to Broadcast.
a) Interruption of Signal. Should STATION, due to public emergency or
necessity, legal restrictions, labor disputes, strikes, boycotts, secondary
boycotts, Acts of God, or for any reason, including to not limited to
mechanical breakdowns beyond the control and without fault of the
STATION, then STATION shall not be liable to ADVERTISER except to the
extent of allowing a pro rate reduction in the lime charges hereunder.
5. Substitutions of Programs of Public Significance.
a) Conditions a/Substitutions. STATION shall have the right to cancel any
broadcast or portion thereof covered by this contract 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 STATION will notify ADVERTISER
in advance if reasonably possible, but in any case within a reasonable time
after broadcast, that ADVERTISER's broadcast may have been canceled.
b) Adjustment. If ADVERTISER and STATION cannot agree upon a satisfactory
substitute day and lime, the broadcast time so preempted shall be canceled
without affecting the rates, discounts, or rights provided herein, except that
ADVERTISER shall not be required to pay for canceled broadcast.
6. Tune Rates
a) Puhlished. STATION represents that all its time rates are published.
STATION shall furnish to ADVERTISER if requested in writing.
b) Rate Protection. Notwithstanding anything to the contrary in this contract
or any other agreement between the parties herein, STATION reserves the right
to increase any of its rates and charges by public announcement of a new rate
card but no increases shall be applicable to broadcasts under a current
contract or extension or renewals thereof, until six months from the effective
date of such new rates.
7. Program Information
a) Station Responsibility. The contract for STATION lime includes the
services of the technical staff and a regular staff announcer. Other talent and
service charges, if any, are covered in this contract and such charges are
subject to change by ADVERTISER with the consent of STATION.
b) Approval, ofMaterial,. Broadcasts prepared by ADVERTISER are subject to
the approval of STATION both as to artists and broadcast content.
8. Broadcast Liabilities
a) Indemnification by Advertiser. Except as otherwise hereinafter
expressly provided, ADVERTISER will hold and save STATION hannless
against all liability for libel, slander, illegal competition or trade practice,
infringement of trademarks, trade names or program titles, violation of
rights or privacy and infringement of copyrights and proprietary rights and
music performing rights, resulting from the broadcasting of the broadcasts
herein provided in the form furnished by ADVERTISER.
b) Indemnification by Station. STATION agrees, however, to hold and save
ADVERTISER hannless against all such liability where the broadcasts are
prepared and produced both as to artists and broadcast content by STATION
excepting only such liability as may result from the broadcasting of the
commercial credits and other material as furnished by ADVERTISER.
9.General
a) Subject to Federal, State and Municipal Laws. This contract is subject
to the terms of license held by 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) Assignment and Waiver. This contract, including its rights under it, may
not be assigned or transferred without first obtaining the consent of ..
STATION in writing nor may STATION be required to broadcast hereunder
for the benefit of any other advertiser than the one named on the face of
this contract.
c) Products Named in Contract. 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 STATION so to do in writing.
d) Station Breaks. ADVERTISER agrees that STATION may deduct from any
period of fifteen minutes not more than 2 minutes and 30-seconds for
station break purposes and/or prior network commitments. Additionally,
ADVERTISER agrees that STATION may deduct from every period of thirty
minutes or sixty minutes not more than 5 minutes for station break
purposes and /or prior network commitments.