Terms & Conditions
If, for whatever reason whatsoever the Outdoor advertising company ("Company") is unable to paint/post/broadcast on and maintain any of the display(s) covered under this contract, or if any of them shall be obstructed during any part of this contract, OOH Impact, Inc. is to be notified immediately and allowed a credit pro rata at the rate stipulated from such display(s) for the period of time during which service is not rendered. Such a credit will be issued in the form of cash and/or credit memorandum, whichever OOH Impact requests. Credit is to be determined by assessing value of lost coverage. The credit shall be no less than full value of media lost.
All copy will be approved by the Advertiser-Agency or OOH Impact. All displays will be executed in a workmanlike manner, and will be maintained in excellent condition throughout the term of this contract, subject at all times to the inspection and approval of the Advertiser, its Agency or OOH Impact. The company will not commence operations until it is in receipt of complete instructions covering copy and/or construction, and/or maintenance from the Advertiser or Agency and these instructions are completely and thoroughly understood. Failure to comply with posting instructions can result in credit. This clause applies not only to the original execution of displays, but to subsequent copy changes, and maintenance, as stipulated to be rendered on the face of this contract. (No. of copy installs). Company must ensure that copy instructions are received before posting. All illuminated displays will be lighted from within one-half hour after sunset to midnight, unless otherwise specified on the face of this contract. It is also agreed and understood that should any display covered by this contract, not be properly lighted for any reason whatsoever, according to current OAAA industry standards, a credit of 20% of the monthly billing rate stipulated herein will be rendered the Agency.
Execution of copy changes as allowed by this contract, not completed within sixty (60) days after receipt by the Company, will subject this contract to a cash credit of 25% of the monthly billing rate stipulated herein until completion.
It is also agreed and understood that no invoices will be paid until company submits a signed OOH Impact Bulletin Completion Report to OOH Impact, Inc. certifying that each display went into service on the contracted and/or scheduled date. This report as will as a corresponding location list, spotted map and at least two (2) color photos (1 close-up and 1 approach) of each display must be received within ten (10) days after the contracted unit(s) go into service, any copy is changed and/or anytime a unit is rotated. Failure to produce ohotos will result in suspension of payments. OOH Impact, Inc. must be notified of any changes or losses in the display(s) covered by this contract within one (1) day (24hrs.) of such changes or losses. Any such changes or losses, for any reason whatsoever, will subject this contract to immediate cancellation, without penalty or short rate, at the Agency or OOH Impact It is also agreed and understood that the Company will submit, as they become available, other locations, which the advertiser may have the opportunity of buying to substitute for the location(s) covered by this contract. The price of such substitute location is to be mutually agreed upon.
If Rotary Bulletins are covered by this contract, the Company must notify OOH Impact thirty (30) days in advance of any Rotary move.
In the event that advertising material is rejected by the company or a third party which controls the display locations covered under this contract, the Agency or Impact will have no obligation to pay for the service for which the rejected material was intended and the right to terminate this contract without penalty or short In the event ot legislation and/or administrative order prohibiting the advertising ot the product(s) named herein through the use of this display, the Agency or UUH Immpact will have the right to terminate this contract without penalty (short rate). Contract termination will be effective on, or before the date such legislation and/or administrative order shall become effective.
The company agrees to indemnify and hold harmless the Agency or 00H impact and the Advertiser and all its authorized representatives from and against all claims and demands for damages to person or property arising out of or in any manner connected with the performance of this contract. For commencement of original service, a completion notice must accompany the invoice. Billing must be submitted monthly. All pro rata invoices and credits are to be computed on the basis of twenty-eight (28) days net.
The company represents that all of its rates are published and that the rates specified on the face of this contract (including discounts) are the lowest rates at which any agency or advertiser may contract for, for like services at the time this contract was entered into. It is also agreed and understood that advertising scheduled herewith may be combined with subsequent schedules, at a later date, from other wholly owned subsidiaries or Advertiser, to earn maximum discounts offered by the company. No competitive product is to be displayed on the same or adjacent location showing to the same circulation. All displays of competitive products must be spaced at a reasonable distance away from the product should under this contract. Any such adjacency will be considered a breach of contract. If other parameters are applied and agreed to by both Company and OOH Impact, Inc., these conditions must be adhered to. Failure to comply to agreed parameters will also be considered a breach in contract. It is also agreed and understood that the agency can cancel this contract at any time, for any reason whatsoever, by giving thirty (30) days advance written notice, without penalty or short rate, unless noted otherwise on the front of this contract.
Billable service on fifty-two (52) week contracts will cease upon contract completion unless authorized by OOH Impact, Inc. or the Agency through a renewal contract or other substitute, written authorization.
Any and all disputes relating to this agreement, or breach hereof, shall be resolved by arbitration (TBD) Cost of arbitration, including reasonable attorney's fees, shall be paid to the prevailing party. OOH lmmpact, Inc. shall not be independently liable for payments due Company for the execution of this service and its contracting on behalf of agency. The terms and conditions herein supercede all previous understanding between the parties including those that may be contained in any documents received from Company. This contract is subject to NY law and may only be altered in a writing signed by all parties. This contract may not be altered in any manner without the prior consent of 00H Impact, Inc. and any alterations to this Agreement made without prior written consent are null and void. This contract supercedes any and all inconsistent terms in any document previously forwarded by any other party.
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