|
Regional Insertion Order Agreement Terms and Conditions t 0
<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 into under this
<br /> Agreement.Notwithstanding the foregoing,the exhibition of the Advertising,and performance by NCM of its obligations under this Agreement,will be excused to the
<br /> extent that(and may be delayed if)Advertiser fails to perform its obligations under this Agreement in a timely manner or otherwise fails to comply with the terms of
<br /> this Agreement.ANY UNEXCUSED FAILURE BY NCM TO PERFORM ANY OBLIGATION UNDER THIS AGREEMENT WILL AFFECT ONLY THE
<br /> OBLIGATION WITH RESPECT TO WHICH THE FAILURE OCCURRED AND WILL IN NO WAY AFFECT ANY OTHER OBLIGATIONS OF NCM UNDER
<br /> THIS AGREEMENT.ADVERTISER'S SOLE AND EXCLUSIVE REMEDY FOR ANY SUCH UNEXCUSED FAILURE BY NCM WILL BE LIMITED TO
<br /> NCM'S REPERFORMANCE SOLELY OF THOSE OBLIGATIONS WITH RESPECT TO WHICH THE FAILURE OCCURRED WITHIN A REASONABLE
<br /> TIME PERIOD FOLLOWING NOTICE OF THE FAILURE FROM ADVERTISER AND WILL NOT AFFECT ANY OTHER OBLIGATIONS OF NCM UNDER
<br /> THIS AGREEMENT.
<br /> 2.In-Theatre Advertising.All In-Theatre Advertising or other content will be subject to any audience or advertising restrictions or limitations imposed on NCM by
<br /> motion picture studios,producers,distributors,exhibitors or other third parties.In addition,in its sole and absolute discretion,NCM may elect to not exhibit or present
<br /> any In-Theatre Advertising or other content before any motion picture or movie rating.Any screen count or theatre locations for In-Theatre Advertising set forth on an
<br /> Order are approximate and the actual screen count and theatre locations will be mutually 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 Terms and
<br /> Conditions for Internet Advertising for Media Buys One Year or Less,Version 2.0(the"Terms"),a copy of which is available upon request from NCM,are
<br /> incorporated into this Agreement for all Internet and online Advertising purchased under this Agreement."Colorado"and"Denver County,Colorado"are inserted into
<br /> the respective placeholders in Section XIV(d)of the Terms.If there is no Agency for this Insertion Order,"Advertise?'replaces"Agency"in all instances in the Terms
<br /> and Section III(c)of the Terms is deleted.The terms of this Agreement will control over any contradictory terms set forth in the Terms in the event of a conflict
<br /> 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 Conditions.If Advertiser
<br /> fails to pay NCM any amount when due,Advertiser will be obligated to pay interest on the unpaid amount from the date such unpaid amount was due until it is paid at
<br /> 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 of loss,provide
<br /> NCM with the Advertising material as required by NCM at least 7 to 20 business days(dependent upon Advertising vehicle selected)in advance of the date scheduled
<br /> 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")provided by
<br /> Advertiser for use in the Advertising(`Advertiser Content"),as well as the Advertising itself,is subject to prior approval by NCM.All Advertiser Content must be in
<br /> compliance with the Media Specifications,Creative Deadlines and Advertising Guidelines at http://adspecs.ncm.com/www/html/specs.html. Advertiser Content shall
<br /> not include the exhibition or display of any trademark,service mark,logo it other branding of a third party without the prior written approval of NCM.NCM may reject
<br /> any Advertiser Content or Advertising for any reason,provided that NCM has no obligation to review any Advertiser Content or Advertising for compliance with this
<br /> Agreement or any applicable law,rule,or regulation.Advertiser will remain solely responsible for any liability arising from the Advertiser Content or Advertising,
<br /> including but not limited to any laws relating to obscenity,defamation,trade libel,the right of publicity or likeness,the right of or to privacy,any laws relating to
<br /> intellectual property,and any laws relating to advertising.If any Advertiser Content or Advertising is rejected by NCM,Advertiser will promptly replace the Advertiser
<br /> Content or Advertising with Advertiser Content or Advertising acceptable to NCM so as not to delay the schedule for the display of the Advertising.Advertiser will
<br /> maintain back-up copies of all Advertiser Content and Advertising and NCM will not be liable for loss or damage to any Advertiser Content or Advertising.Advertiser
<br /> agrees to and hereby does grant to NCM all rights,authorizations,consents,licenses,and clearances(collectively,"Licenses")necessary or appropriate for the
<br /> exhibition of the Advertising and the performance by NCM of its other obligations under this Agreement,including,without limitation,all Licenses necessary for the
<br /> public performance of musical compositions.Advertiser also grants NCM a limited License to use and display portions of the Advertising solely in connection with the
<br /> 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 delivered by NCM
<br /> under this Agreement("NCM Content"),and all intellectual property rights therein and applicable thereto,are and will remain the sole and exclusive property of NCM.
<br /> Advertiser agrees that NCM will retain sole and exclusive title to all NCM Content and agrees to and hereby makes all assignments necessary to provide NCM such
<br /> sole and exclusive title.Advertiser receives no rights or licenses in or to any NCM Content(or in or to any NCM trademarks)under this Agreement and NCM expressly
<br /> 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 Advertising,including,
<br /> without limitation,toys,food,objects or other materials("Promotional Materials")will be delivered to locations(at the sole expense of Advertiser and with
<br /> Advertiser bearing all risk of loss)in accordance with the procedures,specifications and deadlines established by NCM.Certain Promotional Materials,including,
<br /> without limitation,lobby displays,are subject to NCM and theatre/affiliate approval,and their final placement is determined by theatre management.At its discretion,
<br /> NCM may delay the distribution of Promotional Materials.Certain Promotional Material,as determined by NCM,will contain the following statement:"THIS
<br /> PROMOTION IS NOT ENDORSED BY NCM,THIS THEATRE OPERATOR OR ANY OF THEIR AFFILIATES.BY FILING OUT THIS FORM YOU WILL OR
<br /> CAN BE SOLICITED".
<br /> 8.Representations and Warranties.Advertiser represents and warrants to NCM that(1)Advertiser has the legal right to enter into this Agreement and to perform its
<br /> obligations under the Agreement;(2)Advertiser has all rights necessary to enable NCM to exercise the rights granted under this Agreement;(3)the exhibition and other
<br /> use of the Advertiser Content and Advertising,the distribution and other use of the Promotional Materials,and the other activities of Advertiser and obligations of
<br /> NCM under this Agreement will not violate,applicable local,state and federal laws,rules,and regulations,including,without limitation,laws and regulations
<br /> governing privacy and email/spam,or any duty toward or rights of any third party;(4)all information and data provided to NCM in connection with this Agreement is
<br /> correct and current;(5)Advertiser will not collect any personally identifiable information(including,without limitation,any e-mail addresses,full names,mailing
<br /> addresses and phone number of theatre patrons),or transfer any such information to any third party,without the prior written approval of NCM;(6)the Advertiser
<br /> Content and Advertising do not contain any viruses,Trojan horses,worms,time bombs,or any other similar software,data,or programs that may damage,detrimentally
<br /> interfere with,surreptitiously intercept,or expropriate any system,data,information,or property of another,(7)the Advertiser Content,Advertising and Promotional
<br /> Materials are not,in whole or in part,pornographic,obscene,abusive,threatening,indecent,vulgar,defamatory,harassing,do not otherwise constitute trade libel,a
<br /> violation of the right of publicity or an invasion of privacy,do not violate any other laws relating to advertising,and are not otherwise objectionable or unlawful;(8)the
<br /> Advertiser Content,Advertising,and Promotional Materials are not false or misleading;(9)the Advertiser Content,Advertising and Promotional Materials do not
<br /> infringe,violate or misappropriate any third party copyright,trademark,right of or to privacy,publicity or likeness,or other intellectual property or proprietary right;
<br /> and(10)the Advertiser Content,Advertising and Promotional Materials will be free from defects,materials or workmanship.If Advertiser ex ialiaaimatft
<br /> .....
<br /> t1E®IA NETWORKS
<br /> NCM Proposal for City of Everett-Public Works Proprietary&Confidential Page 3.I 243083.5
<br /> 55
<br />
|