November 2020

1. These Standard Advertising Terms and Conditions

These standard advertising terms and conditions (Terms and Conditions) apply to all advertising on radio stations and websites (Advertising) owned or controlled by Onside Radio (ONSIDE) or its subsidiaries and affiliates.

By agreeing to advertise on ONSIDE or by placing an advertising order with any ONSIDE representative (Advertising Order) each Client agrees to be bound by these Terms and Conditions.

2. What Makes Up the Agreement Between Client and ONSIDE

The agreement between the Client and ONSIDE in respect of Advertising will comprise the Advertising Order, these Terms and Conditions and any schedules and attachments to the Advertising Order.

In the event of any conflict between any Advertising Order or any schedule or attachment to any Advertising Order, and these Terms and Conditions then these Terms and Conditions will prevail.

3. Who is the Client

For the purpose of these Terms and Conditions and each advertising Agreement the “Client” means the person or company specified as the “client” in the Advertising Order; and

Each person that signs an Advertising Order or any part of an Agreement on behalf of a Client or that books or places Advertising with ONSIDE warrants that they have the authority to bind the Client (including any advertising agency) in accordance with these Terms and Conditions.

4. Deadlines for Materials

All Materials to be delivered by the Client to ONSIDE must be provided within the following deadlines:

(a) audio for commercials must be delivered to ONSIDE in a format ready for broadcast no later than 4 pm one (1) Business Day before the scheduled broadcast;

(b) material instructions and Key Numbers must be provided no later than midday on the Business Day immediately preceding scheduled broadcast and no later than Thursday, midday for material scheduled to be broadcast on a weekend or long weekend;

(c) live scripts prepared by the Client must be submitted for approval by ONSIDE no later than 4 pm five (5) Business Days before the scheduled broadcast;

(d) approval of live scripts either prepared by ONSIDE or edited by ONSIDE must be notified to ONSIDE no later than 4 pm three (3) Business Days before the scheduled broadcast;

(e) content for online publication must be delivered to ONSIDE in the format requested by ONSIDE ready for publication no later than 4 pm five (5) Business Days before the scheduled publication;

(f) instructions for Creative Services must be notified to ONSIDE no later than five (5) Business Days before the schedule broadcast;

(g) any instructions relating to Materials must be delivered in accordance with the time frames specified above with respect to those Materials.

“Material” means in these Terms and Conditions all written or audio advertising necessary to complete the Advertising Order and, if Creative Services are to be provided by ONSIDE, will include all advertisements, advertising copy, advertising script, creative proposals, sound recordings, audio and any other material necessary or requested by ONSIDE to enable ONSIDE to perform the Creative Services.

In submitting any Material or in submitting any changes to Material, the Client must comply with the submission requirements and deadlines set out above or as otherwise notified to the Client by ONSIDE.

ONSIDE will not be obliged to accept any Material, Advertising or order for Creative Services which has not been submitted in this manner or is not otherwise in accordance with this Agreement.

5. Client Undertakings in Relation to Content

The Client undertakes and warrants to ONSIDE that no Advertising and no Material provided by or on behalf of the Client will:

(a) breach or infringe applicable laws, regulations and advertising and broadcasting codes or standards;

(b) infringe copyright, trade mark or other intellectual or moral property or other rights of any person (including any legal or equitable right of confidentiality);

(c) contain material that is obscene, offensive, defamatory, or otherwise unsuitable for broadcast;

(d) give rise to any liability on the part of ONSIDE, cause ONSIDE to be in breach of any law by virtue of broadcasting or publishing of the Advertising or utilizing the Material, or result in a claim being made against ONSIDE.

6. ONSIDE Right to Reject Advertising or Material

ONSIDE may in its absolute discretion:

(a) at any time and without notice to the Client cancel, reject or refuse to broadcast or continue broadcasting any Advertising or Material without providing any reason for such rejection or refusal at any time prior to, or after, publication of the Advertising, provided this right will not be unreasonably exercised;

(b) refuse to accept any scripts provided by the Client for live reads which are not approved by ONSIDE and its on-air talent.

ONSIDE shall have no liability to the client in respect of any action taken pursuant to this Clause 6. ONSIDE will at its sole discretion provide the Client with credit which may be used against an alternate campaign subject to availability, or a refund in respect Fees paid for Advertising not broadcast as a result of ONSIDE exercising its discretion not to broadcast pursuant to this Clause 6.

7. Broadcast and Publication Times

(a) Subject to availability and these Terms and Conditions, ONSIDE will use reasonable endeavors to broadcast the Advertising in any specified times or periods set out in the Advertising Order or its attachments.

(b) The Client acknowledges and agrees that ONSIDE may at its reasonable discretion vary the placement and formatting of Advertising. Such variations by ONSIDE of any such variations by ONSIDE will not in any way affect the obligation of the Client to pay the Fees.

(i) to be considered for alternate placement an ad must be broadcast more than 20 minutes outside of the intended advertising timeslot; and

(ii) alternative placement will not be considered if the ad is broadcast while the scheduled show is still on air

(iii) any alternate placements will be offered on a like for like, one for one basis.

No refund will be available.

8. Payment of Fees

The Client must pay to ONSIDE the Fees within 15 days of invoice, or as otherwise instructed in the Advertising Order.   

“Fees” means the fees specified in an Advertising Order or otherwise as calculated in accordance with ONSIDE’s standard advertising rates and includes any agreed fees payable in respect of Creative Services.

9. Advertising Rates

The Rates for all Advertising are set out in the Advertising Order or if not set out in the Advertising Order will be based on ONSIDE’s applicable rates for the Client as determined by ONSIDE from time to time.

10. Cancellation or Amendment of Advertising

(a) The cancellation or Amendment by the Client of any Advertising later than 28 days prior to the scheduled Start Date will incur a cancellation fee of 100% of the Fees and any other amount that would be payable by the Client if the Advertising had been broadcast or published in accordance with the Advertising Order.

(b) If Advertising is cancelled or Amended with less than 28 days-notice but more than 14 days-notice from the Start Date, ONSIDE may, at its sole discretion, by arrangement with the Client, provide the Client with a delete and charge credit equal to the amount of the cancellation fee. A delete and charge credit will not be effective until the applicable cancellation fee has been paid in full by the Client.

11. Failure to Pay Fees

If full payment of Fees is not received by ONSIDE on or before the date that such payment is due, or if the Client commits or is the subject of an Insolvency Event, ONSIDE may at its sole election and discretion:

(a) require immediate payment in full of all Fees;

(b) immediately and without notice, suspend the broadcast of any Advertising or suspend or cancel all Advertising orders of the Client and terminate any agreement in relation to Advertising not yet broadcast or Creative Services not yet provided;

(c) require cash pre-payment for any further Advertising or Creative Services;

(d) commence legal proceedings against the Client for recovery of any outstanding amounts;

(e) recover from the Client all costs incurred by ONSIDE in the recovery of any amount owed by the Client including any debt recovery or legal costs on a full indemnity basis; and

(f) take any such other steps as ONSIDE considers appropriate or necessary to recover the Fees. Client must notify ONSIDE as soon as practicable of any change, event, fact or circumstance affecting the Client which may impact on its ability to pay the Fees.

The Client agrees to provide to ONSIDE all information as is reasonably requested by ONSIDE to determine the credit worthiness of the client and its suitability and ability otherwise to meet payment of the Fees.

12. Creative Services

If the Client requires any creative, production or related services (Creative Services) from ONSIDE, the Client must pay ONSIDE additional charges for such services, as set out in the correspondence provided by ONSIDE in respect of the Client’s request for the Creative Services. Creative Services will be subject to the same payment and credit terms and Client obligations as provided for in these Terms and Conditions.

13. Intellectual Property

The Client acknowledges that:

(a) ONSIDE is permitted to use any Material provided by the Client to ONSIDE for the purposes of the Agreement.

(b) All intellectual property rights, including but not limited to copyright, in any Material created, produced or written for the Client by ONSIDE or its employees, officers or agents is the sole property of ONSIDE (ONSIDE Material).

(c) Prior written clearance from ONSIDE is required for any use of any ONSIDE Material otherwise than on ONSIDE radio stations. Permission may be withheld.

(d) The Client must:

(i) keep confidential any ONSIDE Material (directly or indirectly) supplied to the Client

(ii) not, without written clearance from ONSIDE, use or exploit ONSIDE Material except for any advertising or promotional campaign placed with ONSIDE; and

(iii) if directed by ONSIDE, on termination of this Agreement deliver up any ONSIDE Material to ONSIDE.

(e) Nothing in this Agreement gives the Client the right to use any ONSIDE trademark, logo or other artwork.

14. Indemnity and Release

(a) To the extent permitted by law, the Client indemnifies ONSIDE and each of its owners, directors, employees, officers and agents from and against any Claim arising, whether directly or indirectly, from or in connection with a breach by the Client of this Agreement. Inter Miami Marketing LLC, or the applicable affiliate which has entered into this Agreement, holds the benefit of this indemnity and all other rights conferred on ONSIDE and each employee, officer or agent of ONSIDE under this Agreement as trustee.

(b) Without limiting the forgoing, the Client forever releases ONSIDE and each officer, employee or agent of ONSIDE from and ONSIDE accepts no liability for, any Claim, loss or liability arising in any way from or in connection with:

(i) the broadcast or delay or failure to broadcast Advertising or Material (including any errors in any content of any Advertising or Material);

(ii) any mistake or deficiency in any Creative Services provided to the Client by or on behalf of ONSIDE;

(iii) any lack of sound quality or delay in transmission of any Advertising; or

(iv) any representations made by or on behalf of ONSIDE that induced the Client to enter into this Agreement.

15. Sales Tax

Unless otherwise stated by ONSIDE, advertising Rates and any other payments or other charges are quoted inclusive of applicable Sales Tax.

16. Liability of ONSIDE

(a) Except as expressly provided in these Terms and Conditions, ONSIDE excludes, to the fullest extent permitted by law, all warranties, representations and conditions whether implied by law, trade, custom or otherwise. In the event that ONSIDE is liable to a Client for a breach of implied warranty or condition that may not be excluded, ONSIDE’s liability will, to the extent permitted by law, be limited to any one or more of the following (at ONSIDE’s option):

(i) in the case of the supply of goods under these Terms and Conditions (if any):

(A) the replacement of the goods or the supply of equivalent goods or the payment of the cost of replacing the goods or acquiring equivalent goods;

(B) the repair of the goods or the payment of the cost of having the goods repaired; or

(ii) in the case of the supply of services under these Terms and Conditions:

(A) the supplying of the services again; or

(B) the payment of the cost of having the services supplied again.

(b) In no circumstances will ONSIDE or its employees, officers or agents be liable, whether in tort, contract or otherwise for any indirect loss, loss of profits, consequential loss or special or exemplary damage suffered by the Client or any other person, even if such loss or damages are foreseeable and whether or not ONSIDE has been advised of the possibility thereof.

(c) Without limiting the application of Clause 15, The liability of ONSIDE (including ONSIDE’s officers, employees and agents) to the Client, or any other person, for any and all loss or damage arising in relation to any Agreement and/or Advertising or Creative Services (including from any errors or inaccuracies however caused, whether by negligence, system, software or press failure, mistake, early, late or failure to broadcast Advertising or provide Creative Services will be limited to an amount equal to the Fees paid in respect of that Agreement, Advertising or Creative Services, provided that if the Client does not advise ONSIDE of any error within five days of broadcast of the relevant Advertising or advertisement produced as a result of the Creative Services ONSIDE will have no liability whatsoever.

17. Expiration and Termination of Agreement

(a) Unless terminated earlier in accordance with Clause 17(b), the Agreement will expire on the latest End Date specified in the Advertising Order or the completion of the Creative Services (if applicable) and any further advertising and corresponding rates will be subject to renegotiation.

(b) ONSIDE may terminate the Agreement by serving a notice in writing on the Client if:

(i) the Client commits a breach of these Terms and Conditions or the Agreement and fails to remedy such breach within fourteen (14) days after being served with a notice by ONSIDE specifying the nature of the breach and requiring that it be remedied; or

(ii) the Client at any time commits or is the subject of an Insolvency Event or ceases carrying on business or threatens to cease carrying on business.

(c) Termination of this Agreement by ONSIDE does not affect any other rights of ONSIDE under law or equity including the right to recover payment of all Fees that would have been payable under the contract had it not been terminated. In the event of termination of the Agreement, ONSIDE shall invoice for any Fees or other amounts outstanding under the Agreement. All outstanding Fees will become payable on the date specified in the invoice.

18. No Waiver

If at any time ONSIDE does not enforce any of these terms and conditions or grants the Client time or other indulgence, ONSIDE shall not be construed as having waived that term or condition or its right to later enforce that or any other term or condition.

19. Assignment

The Client may not:

(a) assign to any third party any of its rights under any agreement or any part of an agreement to which these Terms and Conditions apply or any right in respect of advertising space allocated in accordance with such an agreement; or

(b) place Advertising or commission Creative Services whether directly or indirectly on behalf of third-party advertiser(s) whether as an agent or otherwise,

except on terms previously agreed in writing with ONSIDE. Advertising are placed or Creative Services will be considered to have been ordered by a Client on behalf of a third-party advertiser where, for example (but without limitation), the Advertising promotes or otherwise notifies listeners as to the goods or services of the third-party advertiser rather than the Client.

20. Entire Agreement

The Agreement sets out the entire agreement between the parties in relation to the Advertising or Creative Services and supersedes all prior arrangements, undertakings, representations and warranties by or between the parties in relation to such Advertising.

21. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts of laws principles.  Any action or proceeding seeking to enforce any provision of, or based on any rights arising out of, this Agreement shall be brought against either of the parties in the courts of the State of Florida, Miami-Dade County, or, if it has or can acquire jurisdiction in the United States District Court for the Southern District of Florida, and Client consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein.  

22. Force Majeure

If ONSIDE is prevented from or delayed in complying with an obligation under this Agreement by an event beyond its reasonable control, including but not limited to a pandemic, telecommunications failure, terrorist attack, war, national emergency, inclement weather, fire, flood, earthquake, natural disaster, change in legislation or shortage or destruction of equipment or materials, performance by ONSIDE of the obligation will be suspended for the period of the delay and ONSIDE will not be liable for any loss or damage suffered by the Client arising from or relating to such delay.

23. Severability

If any provision of these Terms and Conditions or the Agreement is held illegal or unenforceable, then such illegality or unenforceability shall not affect the remaining provisions of these Terms and Conditions or Agreement which shall remain in full force and effect.

24. Privacy

ONSIDE may collect the Client’s personal information to assist in providing the goods or services the Client has requested and to improve ONSIDE’s products and services. ONSIDE may contact the Client about goods, services or promotions which may be of interest to the Client. ONSIDE may also share the Client’s information with other persons or entities who assist ONSIDE in providing its services. Personal information will be dealt with in accordance with ONSIDE’s Privacy Policy.

25. Amendment

ONSIDE may vary these Terms and Conditions at any time in its sole discretion, provided that:

(a) such amended terms will not affect prior agreed Advertising Orders; and

(b) if the Client does not agree with a variation the Client may cease placing orders with ONSIDE.

26. Definitions

In these Terms and Conditions:

(a) Advertising Order means an advertising order placed by a Client with ONSIDE in accordance with Clause 1 or Clause 2;

(b) ONSIDE means Onside Radio and its owned or controlled subsidiaries and affiliates:

(c) Claim means any and all proceedings, demands, losses, costs (including legal costs on a full indemnity basis), damages and other liabilities of any nature taken, made or awarded against or incurred by ONSIDE and/or its employees, officers and agents including, without limitation, as a result of claims by third parties;

(d) Creative Services means creative or production services provided by ONSIDE to the Client;

(f) Insolvency Event means an act of bankruptcy (in the case of an individual), or if the Client is unable to pay its debts as and when they fall due, enters into any arrangement with its creditors other than in the ordinary course of business, passes a resolution for administration, winding up or liquidation (other than for the purposes of re-organization or reconstruction), has a receiver, manager, liquidator or administrator appointed to any of its property or assets or any petition is presented for its winding up (all in the case of a body corporate)

(g) Privacy Statement means the privacy statement published by ONSIDE published at its website;

(h) Terms and Conditions means these terms and conditions as amended from time to time.