The advertising agency (“Agency”) placing advertising on behalf of the advertiser named on the applicable Outdoor Order (the “Advertiser”) and the Outdoor Advertising Company (the “Company”) accepting the Outdoor Order hereby agrees that the Outdoor Order (the “Order) are subject to these Terms and Conditions (the “Terms”). To the extent these Terms are inconsistent with any Order or other document, agreement, purchase order or understanding between the parties, these Terms shall govern:
1. Delivery of Materials by Agency. Agency will deliver acceptable materials to Company in sufficient quantity and timing for proper execution of display(s). Materials are the property of Advertiser and no fees may apply if storage is requested. Material will not be destroyed by Company without consent of Agency.
2. Obligations of Company.
2.1. Company will install display(s) per the dates agreed to on the face of this Order and will commence billing on the date copy is fully displayed (the “Post Date”). Company will not make any modifications to the materials without the prior written consent of Agency.
2.2. Agency/Advertiser will not be charged for installs or production charges not stipulated on the Order.
2.3 Company agrees to maintain the advertising in good condition throughout the duration of the dates agreed to on the Order.
2.4. Company will furnish proof of performance photographs within ten (10) days after the Post Date.
2.5. Company will provide illumination necessary for full visibility during 6:00 A.M. – Midnight period unless otherwise specified in the Order.
3. General.
3.1. Agency represents and warrants that it is authorized to place advertising on behalf of the Advertiser named on the Order.
3.2. All locations are subject to prior approval by Agency. All 6.0 period/month or greater contracts to include first right to renewal.
4. Rates. Company represents that all of its rates are published and that the rates specified on the Order (including discounts) are the lowest rates at which any Agency or Advertiser may contract for like services at the time the Order is entered into.
5. Termination and Loss of Service.
5.1. The acceptance of this Order shall constitute a contract that shall not be subject to cancellation by either party, except as provided below.
5.2. Advertiser has the right to cancel this contract with sixty (60) days’ written notice. Notices under this section may be given via email with confirmation of receipt.
5.3. Any delay or failure by Company to perform hereunder as the result of force majeure, labor dispute, law, governmental action or order, or similar cause beyond Company’s reasonable control, shall not constitute a breach of contract, but Agency shall be notified immediately and shall be entitled, at its election, to either an extension of service, additional service, or credit, all on a pro-rata basis, except that in the event of a failure to provide illumination as required herein, the loss shall be compensated by a cash credit to Agency of 25%.
5.4. If there is any delay or failure by Company to perform hereunder for any reason within the Company’s control, Company shall immediately notify Agency. Agency, at its sole discretion, shall be entitled to a makegood, credit, or option to cancel.
5.5. Company may, upon notice to Agency, cancel the Order at any time (i) upon material breach by Agency, or (ii) if Agency’s credit is, in Company’s reasonable opinion, impaired.
6. Terms of Payment
6.1. Company will, from time to time at intervals following commencement of service, invoice Agency via email to mediainvoices@moroch.com. In order for Agency to process payment, (i) invoice dates and costs must match the Order; and (ii) the Order number must be referenced on the invoice. Failure of Company to revise invoices after any Order changes will result in delayed payment.
6.2. Agency shall pay Company, at the address on the invoice, within sixty (60) days after date of receipt of a correct invoice.
6.3. Unless otherwise set forth by Agency on the Order, Company agrees to hold Agency solely liable for payment to the extent proceeds have cleared from Advertiser to Agency for advertising placed in accordance with the Order. For sums owing but not cleared to Agency, Company agrees to hold Advertiser solely liable.
7. Indemnification. Company shall hold Agency and Advertiser harmless against all claims, demands, debts, obligations, or charges, together with reasonable attorneys’ fees and disbursements (all hereinafter referred to as “liability”) arising out of the installation, maintenance, or removal of advertising copy including all such liability arising out of Company’s failure to remove advertising copy within thirty (30) days after the expiration of the Order provided such failure is not due to force majeure as defined herein. Agency similarly agrees to hold Company harmless against all liability arising out of the content of the advertising copy furnished by Agency.
8. Entire Agreement. This Order (and the applicable rate card) contains the entire understanding between the parties, supersedes any other agreements or terms and conditions which may be provided by Company, and cannot be changed or terminated orally. Any changes made to the Order must be initialed by Agency in order to be valid. When there is any inconsistency between these standard conditions and a provision on the Order, the latter shall govern. Failure of either party to enforce any of the provisions hereof shall not be construed as a general relinquishment or waiver of that or any other provision. All notices hereunder (except for notices under Paragraph 5.2 shall be in writing, given only via certified mail or courier service or addressed to the other party at the address on the Order, and shall be deemed effective upon receipt. Notices to Agency shall have a copy sent via email to legal@moroch.com.
9. Governing Law. The Order shall be governed by, and construed, interpreted and enforced in accordance with, the laws of the State of Texas without giving effect to any principles of conflicts of law. The Parties agree that any action related to the Order shall be brought in a court of competent jurisdiction located in Dallas, Texas.
T&C Version: 08.01.2020
[END OF TERMS AND CONDITIONS]