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1=- 6
TERMS AND CONDITIONS OF TRANSIT ADVERTISING
1. The Advertiser agrees to famish sufficient supply of advertising copy m the forth and type spedfied by the Company. Advertising copy shall be produced in accordance with the enact spcifications,
at Advertiser's sole wst end exprnse. Advertiser shall deliver same (at its cost) to the Company or m sttvice points designated by Ne Company, et least trn (10 business days befdre) the installation
date, without expense m the Company or loss of service may occur. It copy is not so received, Company may, et its option, leave such space vacant or post alternative copy in Ne space and Advatisv agrees to
pay for such space. Na nudity, pornographic, profane or obscene copy shall be pami0cd. The charade, design, text and illusnations on advertising copy and the material used shall be subjat to approval by the
Company and also by each location owner. Uansit company or authority involved ("Transit Company' or Authority"), and their decision as to etxxRtabiliry shall be final and without any liability whatsoevtt to either
the Company or the Transit Company. U the event wpy is rejected, Advetristt/Agency shell bt responsible for providing en acceptable replacement.
2. Unless otherwise specified on the face hereof, service charges will be made for all change in display material afltt initlal placement of showing required undtt this wntrad
1. Loss of service due to failure of the Advertiser to famish cards or posters as provided above for installation on the slated start date shall be home by the Advertiser. Other delays in cemmrncing service to or on
any of the lines wnnaaed for, or the omission of cards or posters from a reasonable number of vehicles, shall not constitute a breach of This Contract, but the Advertiser shall be entitled upon eithtt of such
happenings to a pro rate credit, or, al the option of the Company, to additional service or an extension of the term of Ne service equivalent m the delay or omission.
4. Should the Advertiser's copy be damaged, defaced, muttered or spoiled by reason of storm, flood, strike, vandalism, ordinary wear and tear, or any oNa cause, or if lost or stolen, replacement copy shall be
famished by the Advertiser, upon the Company's request, without liability or exprnse m the Company. Company is hereby auNorized to remove and m leave vacant or to use substitute wpy for any display material
Which may be defaced, damaged or otherwise become daeriarated end far which Advertiser has failed to provide replacements, without liability or expense to Company. It is hereby agreed that non-use of space
arising from Advertiser's failure m provide such replacement will not relieve Advertiser from obligation m pay for such space.
5. Advertiser shall indemnify, defend and save hannlus the Company and each Transit Authority concerned against any liability to whirtt they may be subjected by reason o(the advertising material displayed
under the Contract, including, but not limited to, liability for infringement of trademarks, trade names, wpyrights, invasion of rights of privacy, defamation, illegal competition or trade practices, es well as all
reasonable costs, including atlomty's fees and expenses, in defending any such action or actions.
F. The Advertiser agrees that if the Company shall cease to have the right to display advertising copy in or on any or ell of the vehicles or locations cevaed by this Contract, the Company shall have the right to
discontinue the service in such vehicles or locations, without prejudice to the Contract as 1o the remainder, but in such case the Advertiser shall be given a pro rata credit for the omitted service.
7. Loss of service due m strike, lockou6 fire, riot or other causes bryond the wnuol of the Company shall not rgnstimte a breach of the Connect, but in such evrnt Advertise may be entitled to a pro rata
credit for such loss, or en extension of the term of service equivalent m the service IosL at the option of the Company.
8 In the event any Transit Company or Authority, or its representatives shall disapprove any advertisement, or in the event of advuse publicity of any nature resulting from the presence of any display, Ne
Company shall have the right to remove said advertisement foMwith and the Advertiser shall receive a pro rata credit From the date of removal o[ such advertisement. The Company and Advertiser accept
this Contract subject to all federal, state and municipal laws and regulations with respect to the advertising mattes to be displayed. In the event such advertising becomes illegal or a request is received to
terminate the advertising, the Company reserve the right to terminate same, but thtte shall be no shoe rate charge because of such termination. Furthermore, in the evrnt Company cancels any individuals
connect(s), Advertiser/Agrnry's obligation shall cease, except that Agrnry shall make payment for unamortized costs of embellishments, if any. Company shall not be responsible for copy which has barn
removed al the request of the Transit Company or has been terminated as a matter of law.
9. The Agency and Advertiser agree to pay for the advertising service covered by this Contract and agrce to be jointly and seveally liable for payment thereof, including reasonable exprnses for wllection,
almmey's fees and expenses and court costs. The Company reserves the right to cflncel this Connect at any time upon default by the Advertiser in payment or other breach, or N the event of any material violation
on the part of the Advertiser of any of the conditions httein named; and upon such cancellation, all payments tar advertising done herrnndtt, including short term rates or othtt charges under this Contract, and
unpaid, shall become immediately due and payable. Company at its option may elect not to terminate this Connect, but wnsider the entire balance of payments to be made under this Conuad accelerated and
immediately due and payable. Waiver by the Company of any specific breach or breaches of the Contmet by Ne Advertiser shall not prejudice the rights of the Company hereunder with respect to any breach or
breaches not specifically waived by the Company. In the evrnt of any such breach or breaches, the Company shall be diuharged Crom any obligation m further display the Advertisers copy and in the event of
such suit for the collection of unpaid accounts, cell costs of the suit, including reasonable attorney's fees and expenses may be added to the monies owed. For purposes of this condition, reasonable attorney
feu are deemed and accepted to be twenty five percent (25 %) of the unpaid account. The Company shall hold the Agency and the Advertiser jointly and severally liable in the event of any default of payment.
Should either of the Agenry or the Advertiser become bankmpt or be delinquent in payment, Company may proceed httrnndtt against Advertise and/or Agency, without relieving either party of its liabilities to
Company.
10. Bills will be rendered monthly in advance dating from the scan date of Ibis Connect and Advertiser agrees to make payment net in advance upon receipt of bills. Any bill rendered to the Advertiser shall be
conclusive u to the correctness of the items stated therein and shall constimte an account stated antes writtrn objection is made thereto by the Advertiser within fifteen (IS) days from the rendering thereof This
conclusive preemption shell apply to both the spaifics of the showing and the dollar amount due. All rata and adjusunrnts are wmputed on the basis of thirty (30) days to the month. Default shall be deemed
to occur whenever any monthly bills shall be unpaid for thirty (30 days. Payments are subject to late peymrnl charge of one and one-half pecrnt (I.S°/.) per month (18 % per annum), or such luau amount as
permitted by law. Such charge will be added after thirty (30) days. Any Agenry commissions which may be due shall be payable by the Advertistt. The Company shall have no liability m pay surd commissions.
Advertiser shall notify Company of any change in its named Agency. Unless otherwiu specified on the face hereof, rate indicated in the Connacl is not subject to advertising agrnry commission.
11. The Company shall not be held reponsible for unused cards, posters or othe copy not called for by the Advertiser within trn (10) days after expiration of the Connect. After thirty (30) days Company
may dispose of such materials. The Company shall not be held liable for the return of any posltt used by it in a showing.
12. This Contract is not assignable by the Advenistt, normay the subject of the advertising be changed.
13. The Company may cancel this Contract without prejudice after completion of any month's service by giving at least sixty (60) days prior written notice.
I4. Acceptance of this Contred is subject to credit check and aproval by Company. Company, in its sole discretion, may extrnd or reject creditor at any time during the tam hereof, withdrew credit In such event,
Company may require payment of the Contract amount be made in advance.
I5. A11 advertistts will receive ninety (90) days advance notiBcalion of any change in advertising rates. Advertise may terminate ss of the effegive rate change date by noliflcetion at least thirty (30) days prior thedo.
ItS: Adt'atittb' jr}crfa Cdiatpaq pamitalcn tbpimwte th¢ Cdrppury'a owa busidaaIbrdngb 1Ae Wes of Advtatfsm'i coda, potaen drdiaplays ro arty taa®ttwhatanevtt.
17. This Convect becomes efteuive when accepted by the Company at its office in New York City, and wntains Ne full agrcement of the parties, end no prior rcpresrntatian or assurance, vttbal or written not
contained herein, shall effect or alter the obligation of either party hereto.
I8. As used in Nis Contract the tens 'Advertiser shall include Advertising Agenry, or any other agent or licensee of Advertise, as well as the Advertiser.
19. Company is an equal opportunity employe.
20. In the event of legal action arising out of this Connect, including but not limited to claims for non-payment, New York County, lqe
This Contract and all claims arising hernnda shall be constmed according to the laws of the State of New York.
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