|
Regional Insertion Order Agreement 1 epi ms and Conditions 9
<br /> 1.NCM Services.Subject to the terms of this Agreement,NCM will arrange for the Advertising to be exhibited as specified in each Order entered
<br /> into under this Agreement.Notwithstanding the foregoing,the exhibition of the Advertising,and performance by NCM of its obligations under this
<br /> Agreement,will be excused to the extent that(and may be delayed if)Advertiser fails to perform its obligations under this Agreement in a timely
<br /> manner or otherwise fails to comply with the terms of this Agreement.ANY UNEXCUSED FAILURE BY NCM TO PERFORM ANY '
<br /> OBLIGATION UNDER THIS AGREEMENT WILL AFFECT ONLY THE OBLIGATION WITH RESPECT TO WHICH THE FAILURE
<br /> OCCURRED AND WILL IN NO WAY AFFECT ANY OTHER OBLIGATIONS OF NCM UNDER THIS AGREEMENT.ADVERTISER'S
<br /> SOLE AND EXCLUSIVE REMEDY FOR ANY SUCH UNEXCUSED FAILURE BY NCM WILL BE LIMITED TO NCM'S
<br /> REPERFORMANCE SOLELY OF THOSE OBLIGATIONS WITH RESPECT TO WHICH THE FAILURE OCCURRED WITHIN A
<br /> REASONABLE TIME PERIOD FOLLOWING NOTICE OF THE FAILURE FROM ADVERTISER AND WILL NOT AFFECT ANY OTHER
<br /> OBLIGATIONS OF NCM UNDER THIS AGREEMENT.
<br /> 2.In-Theater Advertising.All hi-Theater Advertising or other content will be subject to any audience or advertising restrictions or limitations
<br /> imposed on NCM by motion picture studios,producers,distributors,exhibitors or other third parties.In addition,in its sole and absolute discretion,
<br /> NCM may elect to not exhibit or present any In-Theater Advertising or other content before any motion picture or movie rating.Any screen count or
<br /> theater locations for In-Theater Advertising set forth on an Order are approximate and the actual screen count and theater locations will be mutually
<br /> agreed upon by the parties or selected by NCM in its reasonable discretion.
<br /> 3.Internet and Online Advertising.The American Association of Advertising Agencies(AAAA)/Interactive Advertising Bureau(IAB)Standard
<br /> Terms and Conditions for Internet Advertising for Media Buys One Year or Less,Version 3.0(the"Terms"),a copy of which is available upon
<br /> request from NCM,are incorporated into this Agreement for all Internet and online Advertising purchased under this Agreement."Colorado"and
<br /> "Denver County,Colorado"are inserted into the respective placeholders in Section XIV(d)of the Terms.If there is no Agency for this Insertion
<br /> Order,"Advertise?'replaces"Agency"in all instances in the Terms and Section BI(c)of the Terms is deleted.The terms of this Agreement will
<br /> control over any contradictory terms set forth in the Terms in the event of a conflict between this Agreement and the Terms.
<br /> 4.Fees and Payment.Advertiser will pay all fees as specified on each Order under the terms set forth on that Order and in these Terms and
<br /> Conditions.If Advertiser fails to pay NCM any undisputed amount when due,Advertiser will be obligated to pay interest on the unpaid amount from
<br /> the date such unpaid amount was due until it is paid at the rate of 12%per annum.
<br /> 5.Advertiser Obligations.In addition to the other obligations of Advertiser set forth in this Agreement,Advertiser will,at its expense,and at its risk
<br /> of loss,provide NCM with the Advertising material as required by NCM at least 7 to 20 business days(dependent upon Advertising vehicle selected)
<br /> in advance of the date scheduled by NCM for transfer of the materials for use or production as Advertising.
<br /> 6.Content.
<br /> 6.1 Advertiser Content.All advertising,information,data,text,photographs,video,images,audio,call to action,and other content("Content")
<br /> provided by Advertiser for use in the Advertising("Advertiser Content"),as well as the Advertising itself,is subject to prior approval by NCM.All
<br /> Advertiser Content must be in compliance with the Media Specifications,Creative Deadlines and Advertising Guidelines at httpi/adspecs.ncm.com.
<br /> Advertiser Content shall not include the exhibition or display of any trademark,service mark,logo it other branding of a third party without the prior
<br /> written approval of NCM.NCM may reject any Advertiser Content or Advertising for any reason,provided that NCM has no obligation to review
<br /> any Advertiser Content or Advertising for compliance with this Agreement or any applicable law,rule,or regulation.Advertiser will remain solely
<br /> responsible for any liability arising from the Advertiser Content or Advertising,including but not limited to any laws relating to obscenity,
<br /> defamation,trade libel,the right of publicity or likeness,the right of or to privacy,any laws relating to intellectual property,and any laws relating to
<br /> advertising.If any Advertiser Content or Advertising is rejected by NCM,Advertiser will promptly replace the Advertiser Content or Advertising
<br /> with Advertiser Content or Advertising acceptable to NCM so as not to delay the schedule for the display of the Advertising.Advertiser will maintain
<br /> backup copies of all Advertiser Content and Advertising and NCM will not be liable for loss or damage to any Advertiser Content or Advertising.
<br /> Advertiser agrees to and hereby does grant to NCM all rights,authorizations,consents,licenses,and clearances(collectively,"Licenses")necessary
<br /> or appropriate for the exhibition of the Advertising and the performance by NCM of its other obligations under this Agreement,including,without
<br /> limitation,all Licenses necessary for the public performance of musical compositions.Advertiser also grants NCM a limited License to use and
<br /> display portions of the Advertising solely in connection with the promotion of NCM's business.
<br /> 6.2 NCM Content.All Content,including,without limitation,any derivatives,modifications or new versions of any Advertiser Content prepared or
<br /> delivered by NCM under this Agreement("NCM Content"),and all intellectual property rights therein and applicable thereto,are and will remain the
<br /> sole and exclusive property of NCM.Advertiser agrees that NCM will retain sole and exclusive title to all NCM Content and agrees to and hereby
<br /> makes all assignments necessary to provide NCM such sole and exclusive title.Advertiser receives no rights or licenses in or to any NCM Content
<br /> (or in or to any NCM trademarks)under this Agreement and NCM expressly reserves all such rights.
<br /> 7.Promotional Materials.All materials distributed or to be distributed by or on behalf of Advertiser as part of or in connection with the
<br /> Advertising,including,without limitation,toys,food,objects or other materials("Promotional Materials")will be delivered to locations(at the sole
<br /> J`
<br /> NCM Proposal for City of Everett-Public Works Proprietary&Confidential Pag59 Order Type:New I ORD-1404-02023 I Su mer 204 I i 3
<br /> 1'•tE7t NET ` 03, ICS
<br />
|