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

1.  PAYMENT AND BILLING

(a) Station 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 Station 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 Station of such dispute, Advertiser and Station 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 Station 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) Station reserves the right to immediately terminate this Agreement upon default by Advertiser in the payment of invoices hereunder.  

(c) Upon any termination by Station all charges for advertising completed hereunder and not paid shall become immediately due and payable.  If Station terminates by reason of Advertiser’s material breach, Advertiser’s liability shall be to pay not only for advertising completed hereunder prior to termination by Station but for advertising to be completed thereafter under the Agreement, less only the Station’s actual cost savings realized on account of termination (such as fees to live talent that are cancellable at the time of termination of the Agreement).

(d) In no event shall Station be liable or responsible for any incidental, special, consequential, or punitive damages (including without limitation, lost profits, promotional costs, or costs of other media) relating to the performance or breach of this Agreement whether arising in contract, tort or otherwise.  Station’s total liability to Advertiser for any breach of or failure to perform this Agreement shall be limited to a refund of any amounts paid to Station under this Agreement regardless of whether such liability arises in contract, tort or otherwise.  

(e) In case suit or action is instituted by Station for the collection of any money owing hereunder or for enforcement of any of Station’s rights hereunder Advertiser agrees to pay all costs and disbursements of said suit or action together with reasonable attorney’s fees.

3.  TERMINATION

(a) On-air commercial announcements or programs of less than five (5) minutes in duration may be cancelled by Station or Advertiser upon fourteen (14) days prior written notice, but no such cancellation shall be effective until fourteen (14) days after initial start of broadcasting hereunder otherwise stated on face of confirmation.

(b) On-air programs of five (5) minutes or longer duration may be cancelled by Station, Advertiser upon twenty-eight (28) days prior notice, but no such cancellation shall be effective until twenty-eight (28) days after initial start of broadcasting hereunder unless otherwise stated on face of confirmation.

(c) All other advertising may be cancelled immediately by Station, and upon fourteen (14) days prior written notice by Advertiser.

4.  EXTENSIONS AND RENEWALS

Any extensions or renewals of this Agreement shall be subject to prior approval by Station and shall be at the rates in effect at the time of said extension or renewal as set forth on Station’s then published rate card.

5.  FAILURE TO BROADCAST/PUBLISH

If for any reason there is an interruption or omission of any advertising contracted to be broadcast or published hereunder, Station may suggest a substitute time period for the broadcast/publication of the interrupted or omitted advertising.  If no such substitute time period is acceptable to Advertiser, Station shall provide Advertiser with the following: (1) with respect to an on-air program, a pro rata reduction in the time and/or program charges hereunder in the amount of money assigned to the time and/or program charges at time of purchase; (2) with respect to an on-air commercial announcement, a reduction in the time charges equal to the amount of money assigned to the commercial announcement at time of purchase; and (3) with respect to all other advertising, a pro rata reduction of charges hereunder.  The foregoing shall be Station’s sole liability for any failure to broadcast/publish any advertising hereunder.  IN NO EVENT SHALL Station BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.

6.  SUBSTITUTION OF PROGRAMS OF PUBLIC SIGNIFICANCE

(a) Station shall have the right to cancel any purchased advertising or portion thereof covered by this Agreement in order to broadcast any program (or publish any content) which, in its absolute discretion, it deems to be of public significance.  In any such case, Station will notify Advertiser in advance if reasonably possible, but where such notice cannot reasonably be given Station will notify Advertiser promptly after such scheduled broadcast/publication has been cancelled.

(b) If Advertiser and Station cannot agree upon a satisfactory substitute day and time, the broadcast/publication time so preempted shall be deemed cancelled without affecting the rates, discounts, or rights provided under this Agreement, except that Advertiser shall not have to pay the cancelled Station charges.

7.  PROGRAM AND COMMERCIAL MATERIAL

(a) Unless otherwise noted on the face of this Agreement, all advertising shall be furnished by Station, excluding content and material (“Ad Material(s)”), which shall be furnished by Advertiser.  All expenses connected with the delivery of Ad Material(s) to Station, and with return therefrom, if return is directed, shall be paid by Advertiser.  In the event Station furnishes or produces the advertising, Station shall own all rights in and to such advertising and the copy and content contained therein, including without limitation all copyrights, the creative concept contained therein, and any display, audio, and/or video content.

(b) Station will attempt to advise Advertiser by telephone or email if Advertiser furnished Ad Material(s) and/or scheduling instructions do not arrive seventy-two (72) hours in advance of advertising date.  If such material and instructions do not arrive at the Station within twenty-four (24) hours after Station has notified the Advertiser, Station may bill Advertiser (as the case may be) for the time/advertising reserved.  Station will use reasonable commercial efforts to broadcast/publish material received from Advertiser despite late receipt.

(c) With respect to banner advertising, Advertiser shall not furnish to Station any Ad Material(s) in violation of the Audacy Blocked Ads List, as modified by Station from time to time.  A copy of the most recent Audacy Blocked Ads List is available upon request.  If any Advertiser banner ad violates Audacy Blocked Ads List and no substitute ad is provided, Station may bill Advertiser (as the case may be) for the ad space reserved.

(d) If, due to public emergency or necessity, force majeure, restrictions imposed by law, acts of God, labor disputes or for any other cause beyond Advertiser’s control, Advertiser cannot provide Ad Material(s) prior to scheduled broadcast/publication hereunder, Advertiser shall not be liable to Station.  In such event, Station shall suggest a substitute day and time period for broadcast/publication of said advertising and/or program material.  If no such substitute day and time period is mutually agreed upon, Station shall credit Advertiser for the charges hereunder in the amount of money assigned to the subject advertising.

(e) Advertising material provided by Advertiser’s is subject to approval and Station may exercise a continuing right to reject such material, including a right to reject for unsatisfactory technical quality or content.  In the event Ad Material(s) is unsatisfactory, Station shall have the right to substitute its own material at no penalty to Advertiser.  In the event the commercial material is unsatisfactory, Station will attempt to notify Advertiser by telephone or email and unless Advertiser furnishes satisfactory material twenty-four (24) hours prior to broadcast/publication time.  Station may bill Advertiser (as the case may be) for the time/advertising reserved.  Station will use reasonable commercial efforts to broadcast/publish material received from Advertiser despite late receipt.

(f) 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.  

(g) 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.

(h) In the event Station 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 Station and Advertiser’s permitted use thereof shall be limited to advertising on the Station. 

8.  ON-AIR RATE CLASS CODES AND OTHER TERMS

The on-air Rate Class Codes are as follows: F = Fixed, will run within designated day and day part; M = Moveable within the overall time parameters indicated without promise as to the specific placement or distribution therein; P = Preemptible, scheduled to run within the overall time parameters indicated subject to preemption for other business at the discretion of the Station.

9.  ADVERTISING LIABILITIES

(a) Station agrees to hold and save Advertiser’s harmless against all liability resulting from the broadcast of material supplied by Station (i.e., excluding material furnished by Advertiser.  Advertiser and Agency jointly and severally agree to hold and save Station harmless against all liability resulting from the Ad Material(s) or program material furnished by Advertiser.

(b) Advertiser’s warrant that all commercials provided to Station are properly licensed to be published and performed via over the air broadcast and on the internet.  Station may elect to publish and perform commercials on the internet.

10.  NON-DISCRIMINATION POLICY

NONDISCRIMINATION POLICY:  Station 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.  Advertiser represents and warrants that it is not purchasing advertising time from Station that is intended to discriminate on the basis of race or ethnicity.

11.  GENERAL

(a) Any additional written terms and conditions contained in Station’s proposal or quotation, which are not inconsistent herewith, are hereby incorporated by reference.

(b) This Agreement, including the rights under it, may not be assigned, or transferred by Advertiser without first obtaining the consent of Station in writing, nor may Station be required to broadcast/publish hereunder for the benefit of any advertiser other than the one named on the face of the Agreement.  Failure of Station 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.

(c) Station’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.

(d) 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.

(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’s.  Station may collect such tax in addition to the price of advertising hereunder.