OUTFRONT MEDIA TERMS AND CONDITIONS OF ADVERTISING SERVICE
WithCity of Nashua (“Advertiser”) (Contract # 3434613 _)
1. As used in this herein, Company shall mean OUTFRONT
Media and Advertiser shall mean and be deemed to include, in
addition to Advertiser, any advertising agency or any other
agent or licensee of Advertiser (collectively “Advertiser”).
2. At least ten (10) working days before the estimated start
date, Advertiser, at its sole expense, shall furnish and deliver
to Company or to service points designated by Company,
sufficient supply of advertising copy, in form and type specified
by Company along with written notice to Company setting
forth required posting instructions. If copy is not so received,
a loss of service may occur or additional costs may be charged
by Company although commercially reasonable efforts will be
used to post copy as promptly as practicable after receipt from
Advertiser. If Advertiser requests expedited installation within
five working days of receipt of late received copy, a fee of not
less than $650 per location will be payable. In any event, if
copy is not received in a timely manner, Company may use
subject locations in any manner, without limiting Advertiser's
liability to pay for such space prior to posting the late received
copy. If Copy is furnished and delivered as required above
and such Copy is not rejected by Company pursuant to the
terms hereof (i) the Copy shall be posted, and (ii) in the case
of showing based programs the Copy shall be Significantly
Posted (as hereinafter defined) by Company within five
(5) working days of the date for the commencement of the
Advertising Period set forth on the first page of this
Agreement. For the purposes hereof, a program shall be
deemed to be Significantly Posted if at least 85% of the
program has been posted. Nudity, pornographic, profane or
obscene copy shall not be permitted. The character, design,
text and illustrations on advertising copy and the material used
shall be subject to approval by Company, which shall not be
unreasonably withheld by Company, and by location owner,
transit company/authority or third party controlling location
COwner”). If not approved, Company shall provide Advertiser
the specific reasons for rejection and steps necessary to obtain
Company approval. If copy is rejected, Advertiser shall
continue to be liable for the full term of this Contract and
Advertiser shall be responsible for providing an acceptable
replacement copy within ten days of notification that a
previous copy was rejected. If production is received after the
date specified by Company, Company shall be entitled to full
payment for the contract period even if partial or no display
results. Advertiser shall indemnify, defend and save harmless
Company and Owner against all claims and liabilities arising
out of the advertising material displayed under this Contract,
including but not limited to any claim for defamation, or
infringement of any copyright, trademark, or other intellectual
property or privacy right and reasonable attorneys’ fees and
expenses incurred in defending any such claims.
3. Should Advertiser’s copy be damaged, defaced, or
deteriorated for any reason whatsoever, including ordinary
wear and tear, or if lost or stolen, Advertiser shall furnish a
replacement copy, upon Company’s request, without liability or
expense to Company. If Advertiser fails to provide such
replacement copy, Company may use the location involved in
any manner, without releasing Advertiser from obligation to
pay for such location. Unless otherwise specified on the face
hereof, there will be a service charge for all installations on
walls and for any changes in any display material after initial
placement. All designs for displays produced by Company will
be faithfully reproduced. Company will maintain displays in
good condition to the extent of matters reasonably within
Company’s control or assumed responsibilities. Any repainting
or reposting requested by Advertiser in addition to that
specified herein, if any, shall be paid by Advertiser in advance
per Company’s current quoted prices.
4. If for any reason whatsoever during the term hereof (i)
Company is unable to secure any specified location or loses the
right to use any location, or (ii) any location becomes
obstructed, destroyed or defaced, or (iii) Company fails to
timely meet its posting requirements hereunder, any resulting
loss of advertising shall not be deemed a breach or termination
of this Contract. Company shall have the option to replace lost
locations with locations of equal value per Company's prices
and/or classifications, or to issue a pro-rated credit. Any delay
in commencing of service and/or posting of fewer locations
than specified and/or resulting loss of advertising service
caused by any reason whatsoever, shall not render Company
liable for any damages or offsets of any kind and shall be
remedied solely by extending the Advertising Period of this
Contract to provide an equivalent amount of advertising
service at the contracted location or a replacement location of
equal value, or at Company's option, result in a pro-rated
credit, with all consequential damages being expressly waived
by Advertiser. Notwithstanding anything contained herein to
the contrary, if any location is lost for any reason whatsoever,
Company shall also have the option to terminate this Contract
and receive payment in full for services through the
termination date.
5. Where illuminated displays are provided, illumination will
be from dusk to midnight. If illumination is halted or reduced
for any reason, including but not limited to operation of law or
malfunction of equipment, Advertiser shall receive a credit for
the period of reduced or non-illumination at the rate of fifteen
percent (15%) of the contract price for the impacted period,
provided Advertiser shall have first given written notice to
Company of the illumination problem and same continues for
more than five (5) days after Company’s receipt of such notice.
6. Advertiser shall inspect the display within three (3)
business days after installation. Unless within such period
Advertiser gives written notice to Company specifying any
defect, the display shall be conclusively presumed to have
been inspected and approved by Advertiser for all purposes
whatsoever, including content and location of displays. If after
installation of display Owner disapproves any advertisement, or
if adverse publicity results from any display, Company shall
have the right to remove advertisement and, at its option,
either terminate this Contract or request a new acceptable
advertisement copy pursuant to paragraph 2 above. Company
and Advertiser accept this Contract subject to all federal, state
and municipal laws and regulations. In the event any
advertisement becomes illegal, Company reserves the right to
terminate same upon notice to Advertiser. Acceptance of this
Contract is subject to credit check and approval by Company.
Company, in its sole discretion, may extend or reject credit, or
at any time during the term, withdraw credit and Company
may thereupon require partial or full payment of the remaining
contract amount in advance. In the event of any termination
under this paragraph, Advertiser’s obligation shall cease as of
the effective termination date.
7. Agency and Advertiser shall be jointly and severally
liable for payment of the amounts owed under this Contract.
In the event of default or material breach by
Advertiser/Agency that is not cured by Advertiser within ten
(10) days following written notice thereof from Company, in
addition to other remedies available at law, Company may: (a)
cancel this Contract without prior notice and demand
payments of all amounts remaining due and owing; and/or (b)
remove all of Advertiser’s displays without limiting Advertiser’s
liability hereunder. Waiver by Company of any breach by
Advertiser/Agency hereunder shall not prejudice the rights of
