The organization contracting for the purchase of services or advertising covered by these Audacy Digital Advertising Terms and Conditions (“Advertiser”) and Audacy Operations, LLC (or an affiliate thereof), a wholly-owned subsidiary of Audacy, Inc. (“Audacy” or “Media Company”) hereby agree that all such services and advertising shall be governed by the following terms and conditions (the “Agreement”):

1.  PAYMENT AND BILLING

(a) Audacy will bill Advertiser monthly, using the Final Sunday Fiscal Month, unless otherwise provided on the face of this Agreement.

b) Payment by Advertiser is due upon receipt of invoice.  Advertiser waives any billing dispute if Advertiser does not notify Audacy of such dispute in writing within thirty (30) days from date of the invoice containing such amount in dispute.  In the event Advertiser timely notifies Audacy of such dispute, Advertiser and Audacy shall work diligently with each toward a resolution, but any amount not in dispute shall be promptly paid as described herein.

(c) If this Agreement is entered into by an agency (the “Agency”), then Agency agrees that Advertiser and Agency are jointly and severally purchasing the advertising hereunder, and acknowledges and agrees that any credit that has been extended by Audacy has been extended on the basis of the credit and promise to pay of both Agency and Advertiser.  Agency further agrees, represents, and warrants that Agency (i) is authorized to bind the Advertiser; and (ii) Agency and Advertiser shall be jointly and severally liable for Advertiser’s obligations under this Agreement, including, without limitation, the payment of all amounts to be made under this Agreement.  Sequential liability is not accepted unless specifically agreed to in writing by an Audacy SVP or higher.

2.  EFFECT OF BREACH

(a) In the event of a material breach of the terms hereof, either party may elect to terminate this Agreement after providing the other party with fifteen (15) days prior notice, unless the other party cures such breach within such fifteen (15) day period.

(b) Audacy reserves the right to immediately terminate this Agreement upon default by Advertiser in the payment of invoices hereunder.

(c) Upon any termination by Audacy all charges for services or advertising completed hereunder and not paid shall become immediately due and payable.  If Audacy terminates by reason of Advertiser’s material breach, Advertiser’s liability shall be to pay for all services and advertising contemplated by this Agreement.

3.  INTERRUPTION OR OMISSION

If for any reason there is an interruption or omission of any advertising or services contracted to be provided hereunder, Audacy may suggest substitute advertising or services.  If no such substitute is acceptable to Advertiser, Audacy shall provide Advertiser with a pro rata reduction of charges hereunder.  The foregoing shall be Audacy’s sole liability for any failure to broadcast/publish any advertising hereunder.

4.  SERVICES AND ADVERTISING

(a) THIS AGREEMENT IS NON-CANCELABLE.

(b) Unless otherwise noted on the face of this Agreement, all services and advertising shall be furnished by Audacy or its suppliers and vendors.

(b) Advertiser is responsible for Advertiser’s use of the services and in compliance with all applicable laws and regulations in its jurisdiction with respect to such services.

(c) Advertising material provided by Advertiser (“Ad Material(s)”) is subject to approval and Audacy may exercise a continuing right to reject such Ad Material(s), including a right to reject for unsatisfactory technical quality or content.  

(d) Advertiser represents and warrants and covenants that: (i) the Ad Material(s) covered by this Agreement comply with all applicable laws, rules, regulations, including, without limitation the sponsorship identification requirements of Section 317 of the Communications Act and Section 311 of BCRA applicable to on-air commercial announcements and on-air programs; (ii) the Ad Material(s) covered by this Agreement contain no defamatory matter and will not violate any right of a third party, including, without limitation, privacy, publicity or intellectual property rights or any law or government rule or regulation; (iii) the content contained in Ad Material(s) will be cleared for use in all media as anticipated by the Agreement; (iv) Advertiser has the full right to grant to Audacy the rights hereunder; (v) Advertiser shall comply with all applicable laws, rules and regulations in connection with its performance of its obligations hereunder, including, without limitation, making any and all required disclosures; (vi) Advertiser shall provide Audacy all information related to its Ad Material(s) in a manner necessary for Audacy to comply with any applicable disclosure requirements (e.g., the disclosure requirements associated with ads addressing political matters of national importance distributed by broadcast stations); and (vi) each Agreement represents an advertising arrangement exclusively between Audacy and Advertiser and that no sale or exchange has taken place or will take place between Advertiser and any third party.  

(e) Advertiser further represents and warrants and covenants that (i) it is aware of Audacy’s policy requiring for all Ad Material(s) containing manipulated content to include any disclosure required to comply with all relevant laws, rules, and regulations (e.g., the requirement that materially deceptive content in certain political advertisements must be disclosed by the advertiser under California and New York state laws); and (ii) Advertiser’s Ads shall include all necessary disclosures required to ensure that Audacy’s distribution of such Ads complies with all such relevant laws, rules, and regulations.

(f) Advertiser further represents and warrants and covenants that (i) it is aware of Audacy’s policy requiring for all Ad Material(s) containing manipulated content (including, but not limited to, AI-generated content) to include any disclosure required to comply with all relevant laws, rules, and regulations (e.g., the requirement that materially deceptive content in certain political advertisements must be disclosed by the advertiser under California and New York state laws); and (ii) Advertiser’s Ads shall include all necessary disclosures required to ensure that Audacy’s distribution of such Ads complies with all such relevant laws, rules, and regulations.

(g) In the event Audacy provides copy and/or production services to Advertiser all rights to such copy, production, and any audio and /or video recordings thereof shall be and remain the sole and exclusive property of Audacy and Advertiser’s permitted use thereof shall be limited to advertising on the Audacy. 

5.  INDEMNIFICATION

(a) Mutual Indemnification.  Each Party (the “Indemnifying Party”), at its own expense, will indemnify, defend and hold harmless the other Party and the Indemnified Party’s affiliates (including Audacy’s suppliers and vendors), and their respective employees, representatives, and agents (the “Indemnified Party”) from and against any claim, demand, action, investigation or other proceeding, including but not limited to all damages, losses, liabilities, judgments, costs and expenses arising therefrom, brought by any third party against the Indemnified Party (collectively, an “Claim”) to the extent that the Claim is based on, or arises out of an allegation that the Indemnifying Party’s performance hereunder violates any applicable law, rule or regulation or infringes the rights of any third party, including but not limited to intellectual property rights. 

(b) Indemnification by Advertiser.  Advertiser, at its own expense, will jointly and severally indemnify, defend and hold harmless Audacy and its affiliates  (including Audacy’s suppliers and vendors), and their respective employees, representatives and agents from and against any third party Claim to the extent that such Claim is based on, or arises out of libel, violation of right of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with Advertiser Content or any Advertiser web site(s) or contents therein (including, without limitation, any content or keywords resulting from such web site(s)).  For purposes of the foregoing, the term “Advertiser Content” shall mean any content or information submitted by Advertiser to Audacy.

6.  DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

(a) EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND ADVERTISING ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND Audacy MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED WITH RESPECT TO THE SERVICES OR ADVERTISING, OR THE FUNCTIONALITY, PERFORMANCE THEREOF, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHER WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Audacy DOES NOT MAKE ANY WARRANTY OR GUARANTEE AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, REGARDING THE LEVEL OR NUMBER OF IMPRESSIONS OF OR CALLS ON ANY ADVERTISEMENT OR PROMOTION, THE TIMING OR PLACEMENT OF DELIVERY OF SUCH IMPRESSIONS AND/OR CALLS, OR THE AMOUNT OF ANY REVENUE TO BE EARNED BY Advertiser UNDER THIS AGREEMENT, OR THAT SERVICES OR ADVERTISING OR OPERATION THEREOF WILL BE UNINTERRUPTED, ERROR-FREE OR WILL MEET CLIENT’S REQUIREMENTS. 

(b) UNDER NO CIRCUMSTANCES WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, BUSINESS, PROFITS OR GOODWILL AND COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, REGARDLESS OF THE LEGAL THEORIES AND EVEN IF THAT PARTY HAS BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

(c) In no event shall the liability of either party exceed the aggregate amounts paid under this Agreement IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.

7.  NON-DISCRIMINATION POLICY

Audacy does not discriminate in advertising contracts on the basis of race or ethnicity, and will not accept any advertising which is intended to discriminate on the basis of race or ethnicity.  Client represents and warrants that it is not purchasing advertising time from Audacy that is intended to discriminate on the basis of race or ethnicity.

8.  GENERAL 

(a) This Agreement, including the rights under it, may not be assigned, or transferred by Advertiser without the consent of Audacy in writing, nor may Audacy be required to broadcast/publish hereunder for the benefit of any person other than the named Advertiser on the face of this Agreement.  Failure of Audacy or of Advertiser to enforce any of the provisions herein shall not be construed as a general relinquishment or waiver as to that or any other provision.

(b) Audacy’s obligations hereunder are subject to the terms and conditions of licenses held by it and to applicable federal, state, and local laws and regulations.

(c) This Agreement contains the entire agreement between the parties relating to the subject matter herein contained, and no change or modification of any of its terms and provisions shall be effective against any party unless the same is in writing signed by said party.

(d) Audacy’s suppliers and vendors are intended third party beneficiaries of the indemnification provisions of this Agreement and shall have the right to enforce such provision against Advertiser. 

(e) This Agreement may be executed in counterparts, each of which shall be deemed an original, and which together shall constitute one and the same instrument.

(f) Any sales, use, gross receipts, or similar taxes imposed as a result of this order shall be the responsibility of Advertiser.  Audacy may collect such tax in addition to the price of advertising hereunder.

(g) In case suit or action is instituted by Audacy for the collection of any money owing hereunder or for enforcement of any of Audacy’s rights hereunder, AGENCY and/or Advertiser agrees to pay all costs and disbursements of said suit or action together with reasonableattorney’s fees.

(h) Audacy’s Standard Broadcast Advertising Terms and Conditions applicable to any broadcast radio advertising (terrestrial and Internet streaming) available at https://www.audacyinc.com/standard-advertising-terms-conditions and the IAB/AAA Standard Terms and Conditions for Internet Advertising Version 3.0, available at https://www.iab.com/guidelines/standard-terms-conditions-internet-advertising-media-buys-one-year-less/ (“IAB Terms”) are both fully incorporated herein by this reference.  In the event of a conflict between the IAB Terms and this Agreement, the terms and conditions of this Agreement shall first govern the resolution of such conflict.