The organization contracting for the purchase of services or advertising covered by these Audacy Digital Advertising Terms and Conditions (“Client”) and Audacy Operations, Inc. (or an affiliate thereof) (“Audacy”) 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 Client monthly, using the Final Sunday Fiscal Month, unless otherwise provided on the face of this Agreement.  Client acknowledges and agrees Client must provide Audacy with a valid email address for electronic invoicing.  

(b) Unless Client has received credit terms from Audacy, payment by Client is due upon receipt of invoice.  If Client has received credit terms from Audacy, unless otherwise agreed to in writing, then Client agrees payment by Client will be due within thirty (30) days of the date of the invoice.  If Client disputes an invoice, Client must notify Audacy within thirty (30) days of receipt identifying the amount and basis of the disputed charges.  In the event Client timely notifies Audacy of such dispute, Client and Audacy shall work diligently with each toward a resolution, but any amount not in dispute shall be promptly paid as described herein.  There is a 2% Administrative Fee for all credit card transactions processed by Audacy.  The Administrative Fee will be charged in all states, except where prohibited by law.

(c) If Client fails to timely pay all amounts owed to Audacy, Audacy may, unless prohibited by law, add a monthly late charge of 1.5% of the outstanding balance until paid.  If Client fails to make a timely payment, Audacy may, after providing written notice to Client, suspend or discontinue service.  Notwithstanding any provision of this Agreement to the contrary and/or any credit terms Client has received from Audacy, Audacy may at any time require Client to pay for services in advance, to post a cash deposit, or to provide other forms of credit enhancement.  Audacy may apply any amounts it holds from Client, whether a security deposit or otherwise, at any time in whole or in part against the outstanding balance. 

(d) If this Agreement is entered into by an agency (the “Agency”), then Agency agrees that Client and Agency are jointly and severally purchasing the advertising hereunder and acknowledges 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 Client.  Agency represents and warrants that it is authorized to bind the Client and agrees that Agency and Client shall be jointly and severally liable for the payments to be made under this Agreement.

2.  EFFECT OF BREACH

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

(b) 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 days prior notice, unless the other party cures such breach within such fifteen (15) day period.

(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 Client’s material breach, Client’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 Client, Audacy shall provide Client 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) Except as otherwise agreed to by Audacy and Client or Agency on any fully executed insertion order for digital advertising and/or marketing services to be provided by Audacy to Client (“Insertion Order(s)”), THIS AGREEMENT IS NON-CANCELABLE.  

(b) Unless otherwise noted on the face of this Agreement, any and all digital advertising and/or marketing services herein shall be furnished by Audacy or its third-party suppliers and vendors.  Audacy offers a range of digital marketing solution (“DMS”) products or services offered by or through a third-party platform, such as, for example OTT, Email eDirect, Web Search (SEM & SEO), Display and Video, and Social Media advertising.  Audacy DMS services are subject to the third-party DMS partner’s terms and conditions of service.

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

(d) Advertising material provided by Client is subject to approval and Audacy may exercise a continuing right to reject such material, including a right to reject for unsatisfactory technical quality or content.  In the event advertising material is unsatisfactory, Audacy shall have the right to substitute its own material.  In the event the commercial material is unsatisfactory, Audacy will attempt to notify Client by telephone or email.  If Client fails to furnish satisfactory material twenty-four (24) hours prior to broadcast/publication time, Audacy may bill Client (as the case may be) for the time/advertising reserved.  Audacy will use reasonable commercial efforts to broadcast/publish material received from Client despite late receipt.

(e) In the event Audacy provides copy and/or production services to Client 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 Client’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 and data privacy rights. 

(b) Indemnification by Client.  Client, 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 Client Content or any Client 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 “Client Content” shall mean any content or information submitted by Client 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 Client 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) Except for each party’s indemnification obligation in Section 5 herein, 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.  PERSONAL INFORMATION; DATA PRIVACY 

Client represents, warrants, and covenants that (i) where Client collects, uses, or otherwise processes or has processed Personal Information (as defined below) that it complies with all Applicable Privacy Laws (as defined below); (ii) if Client shares Personal Information with Audacy, it is doing so lawfully, with adequate notice and/or consent of the data subjects; (iii) to the extent that Client processes Personal Information independent of its relationship with Audacy, it is doing so as an independent controller and agrees to the transfer of any such data utilizing Standard Contractual Clauses and any other mechanism to the extent required by Applicable Privacy Laws; and (iv) to the extent Client has requested a DMS product or service, it is Client’s obligation to review third-party DMS partner’s privacy and data security disclosures prior to any personal data share or integration.  “Personal Information” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household. Personal Information includes personal data, and personally identifiable information as defined by Applicable Privacy Laws.  “Applicable Privacy Laws” means any law, statute, directive, order, ordinance, regulation, rule or other binding restriction to which a party to this Agreement is subject and which is applicable to a party’s information protection and privacy obligations, including but not limited to the California Privacy Rights Act of 2020, the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) and equivalent requirements in the United Kingdom such as the Data Protection Act 2018 and the retained EU law version of the GDPR. The parties acknowledge that Applicable Privacy Laws are subject to change.  The parties shall cooperate in good faith and at no cost to amend the terms of the Agreement to the extent necessary to comply with any amended or additional Applicable Privacy Laws. 

9.  GENERAL

(a) This Agreement, including the rights under it, may not be assigned or transferred by Client 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 Client on the face of this Agreement.  Failure of Audacy or of Client 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, along with any and all Insertion Order(s) fully executed by Audacy and Client or Agency each of which is fully incorporated herein by this reference hereto, 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.  Unless otherwise agreed to in writing by an Audacy SVP or higher, all digital advertising and/or marketing services are governed by this Agreement. 

(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 Client. 

(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.  The parties agree electronic signatures, whether digital or encrypted and including any electronic symbol or process attached to or associated with such electronic signature adopted by the authorized individual of a party hereto with the intent to sign, authenticate or accept this Agreement, are intended to authenticate this writing and to have the same force and effect as manual signatures.  Delivery of a copy of this Agreement or any other document contemplated hereby bearing an original or electronic signature by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or by means of the worldwide web), by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original or electronic signature.

(f) Any sales, use, gross receipts, or similar taxes imposed as a result of this order shall be the responsibility of Client.  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 Client agrees to pay all costs and disbursements of said suit or action together with reasonable attorney’s fees.

(h) 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 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. (i) All over-the-air radio advertising (terrestrial) shall also be subject to the Audacy Standard Advertising Terms and Conditions available here: www.audacyinc.com/standard-advertising-terms-conditions and incorporated herein by this reference.