MSN PACKAGES

Wherefore, the Company is in the business of arranging, contracting for and otherwise brokering for the hire of services to provide live event streaming services for sporting events including, specifically, youth, amateur and professional soccer games (“Services”); and

 

Wherefore, the Client desires to advertise on the mediums arranged by Company for the Services and, specifically, live event sporting event streaming in the geographic location listed on Schedule A (the “Site”), pursuant to the terms and conditions of this Agreement.

 

In consideration of the mutual covenants contained in this Agreement, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Client and Company agree as follows:

 

1. 1.Services to be Performed. Company agrees to perform the following work and Services for the Client:

 

1. 1. Advertising Spots. Company shall provide Client with the use of ___________ (__) second advertising spots or such other lengths or formats of advertising as the Parties may mutually agree (collectively, the "Spots") to be telecast on Michigan Soccer Network (“MSN”) on the Dates, Days and Times, as set forth in the attached Exhibit B, or as reasonably determined by Company in accordance with schedules and strategies reasonably requested by Client following consultations with Company. All such Spots run by Client shall be subject to Company’s terms and conditions for such advertising which are described in the attached hereto as Exhibit C (the "Terms & Conditions") and which are made a part of this Agreement in their entirety; provided, however, that in the case of a conflict between the terms of this Agreement and the terms of the Terms & Conditions, the terms of this Agreement shall govern.

 

1. 1. Placement of Spots. Company will have sole determination of the placement of all Spots within a program or media and, unless otherwise specified in the Exhibit B, specific placements are not guaranteed. Company specifically disclaims any obligation to place Client’s Spots at a specific time or place, unless specifically agreed otherwise in Exhibit B. Company does not guarantee ratings for any Spots unless specifically set forth in an Exhibit attached hereto and shall have no obligation to provide Client with ratings information. 

 

 

1. 1. Preemptions. From time-to-time, preemptions of advertising may occur in any program for any reason. Client agrees that Company may replace any preempted Spot with a replacement in similar standing or category in Company’s sole determination. In the event Company is unable to provide a replacement, Company may provide a credit not to exceed the amount paid by Client for such preempted Spot. Such credit shall be Client’s sole remedy for any preemption not made good.

 

1. 1. Program Replacements. Company makes no representations or guarantees regarding any program where a Spot is scheduled. In the event Client purchased a specific program, Company may substitute another program for any program purchased by Client if such original program is no longer available. Any such replacement program will be of comparable type with comparable demographics (as determined by Company in its sole discretion) and/or in the same time period and day as originally ordered.

 

1. 1. Spot Orders. Unless errors in the order for a Spot are brought to Company’s attention within three (3) business days prior to the scheduled production or placement of such Spot, the Spot placement determined by Company is deemed accepted as written. No verbal cancellation or changes to an Exhibit placing a Spot are permitted. Notwithstanding the foregoing, a Client may request revisions to an Exhibit B schedule and/or substitute new creative no later than two weeks prior to each such Spot publication date. No further changes will be accepted after such date.

 

1. Standards. All Spots, and the content contained therein, furnished by Client must conform to Company’s Terms & Conditions as well as any advertising and technical guidelines provided by Company to Client. Client represents and warrants that all Spots furnished to Company under this Agreement (i) will comply with applicable federal, state and local laws, rules, regulations, guidelines and industry standards, (ii) will contain proper sponsorship identification under the Communications Act and FCC rules, (iii) will comply with applicable rules and policies of the Federal Trade Commission and any other government agencies having jurisdiction, (iv) will be truthful, (iv) will not include any Harmful Code or persistent tracking; (v) will not promote any content that is defamatory, false, misleading or offensive; (vi) will maintain and adhere to applicable laws and shall include appropriate notices, disclosures and opt out means in connection with the party’s collection, sharing, use and storage of data related to end users, their computing or mobile devices, and/or their interactions with the advertising materials; and (vii) comply with all applicable best industry standards in connection with the advertising materials, including but not limited to, those set forth by the Digital Advertising Alliance, Interactive Advertising Bureau, Network Advertising Initiative, mobile app store providers and other industry standard third parties, organizations or guidelines including the most recent iOS operating system and Google Play disclosures. “Harmful Code” means content or other material that contains software viruses, worms, Trojan horses, time bombs, cancelbots, or other harmful computer code, files, scripts, agents, programs, or programming routines. Client agrees to furnish advertising substantiation material to Company promptly upon request.

 

1. Submissions/Right of Rejection. Client is responsible for timely furnishing, at Client’s sole cost and expense, all Sports to Company by the deadline established. Company shall not be liable for its inability to deliver or place any Spots not timely received and Client will remain liable for payment of the reserved placement. Company has the right to reject any Spots in its sole discretion. Company will attempt to timely notify Client of such rejection. In the event Company provides a notice of rejection to Client of any Spots, Client is solely responsible for timely providing new creative to Company. If Client fails to timely furnish an appropriate new Spots, Company, in its sole discretion, may schedule promotional or public service announcements in place of Client’s rejected Spot with a courtesy identification to Client. No action by Company under this paragraph will relieve Client of its obligations to make all payments provided for in the Exhibit B order. Log time and Spot deadlines vary throughout the week and year.

 

1. Compensation/Payment. Client shall pay to Company charges for the Services as set forth on Exhibit B and as identified on Exhibit B. Company’s payment terms are net ___ (__) from ________________.  In addition to any other legal or equitable right as provided by law, which is expressly reserved by Company, Company may immediately remove Client’s Spots in the event of a non-payment within a proscribed period. 

 

1. Intellectual Property Rights. Client hereby represents and warrants that it owns, controls or has obtained all intellectual property rights (including all copyrights and music licensing rights and payments therefore) in and to all Spots placed under this Agreement and hereby grants Company, without charge, the rights necessary to use all such Sports as set forth in this Agreement. Client further confirms that Company’s use of the Spots will not and does not infringe upon the rights of any person or entity. Client hereby grants to Company a worldwide, non-exclusive, royalty free right to distribute, reproduce, copy, reformat, digitize, cut, adapt, compress, transcode, display, perform and technologically manipulate a Spot in all cases as reasonably necessary to distribute the Spot, or to comply with any applicable federal, state or local law, regulation or court order.

 

1. Use of Data. Company may, for its own purposes, collect, retrieve, retain, analyze, store and otherwise use certain information and/or data relating to any one or more Spots or associated video or other content assets, including without limitation, information or data with respect to numbers of views, viewing trends or durations, time shifting or usage statistics, impressions, clicks, or any other information or data reflecting the success, performance, response rates or patterns of viewer behavior relating to Spots. All data generated through the Services shall be owned by the Company and, without Company’s written consent, Client may not use such data and Company shall have no obligation to provide such data to Client. If for any reason Company does provide Client with such data, such data shall constitute Confidential Information. In addition, Client shall not (i) combine any data received by it from Company with any other data or information; (ii) use such data for any purpose other than the evaluation of Client’s advertising campaign; (iii) re-identify or attempt to re-identify an individual; or (iv) use such data for a discriminatory purpose or in a manner contrary to law. Client further agrees it will not include any technology used for tracking end user behavior or information in any manner that: (i) that stores files, code or data (collectively, “Tracking Data”) on an end user’s computing or mobile device in such a manner that such Tracking Data cannot be easily and readily deleted by the end user via customary means (e.g., web browser and mobile device options menus) or (ii) that, without the end user’s knowledge, restores such Tracking Data after intentional deletion by the end user. Except as authorized by Company in writing, Client shall not collect from mobile user devices any unique device identifiers, carrier ID numbers, or MAC addresses, created by and stored on end user devices by device manufacturers, operating system providers, or mobile carriers, which uniquely identify such devices or end users.

 

1. Representations/Warranties/Disclaimer. 

 

1. 1. Company and Client each represent and warrant that this Agreement has been duly authorized, executed and delivered by such party and that this Agreement constitutes the legal, valid and binding obligations of such party, enforceable against it in accordance with its terms.

 

1. 1. If Client is an Agency/Buying Service acting on behalf of an advertiser agency/buying service represents and warrants that it has the authority from such advertiser to enter into this Agreement and to otherwise act as agent for such advertiser.

 

1. 1. Client represents and warrants that (a) if it is an organization, it is based in the United States and is legally permitted to sponsor or pay for Spots in the United States, and (b) if it is an individual, he or she is a United States citizen or a lawfully admitted permanent resident of the United States.

 

1. 1. Company hereby disclaims any and all warranties, including, without limitation, any warranties of merchantability, fitness for a particular purpose, or other warranties arising by usage of trade, course of dealings, or course of performance. Without limiting the foregoing, Company specifically disclaims any warranties relating to the effectiveness of any Spots distributed pursuant to this Agreement and does not guarantee any financial benefits to Client by virtue of distributing the Spots. All reports and data provided by Company hereunder or pursuant to any Exhibit order are provided ‘as-is’ without any warranties or representations of any kind. Company does not warrant or guarantee customer response rates or the ability to convert responses into sales. Company does not warrant or guarantee the profile or demographics of a respondent. Company specifically disclaims and makes no representations and warranties of any kind, express or implied, regarding ratings and impressions estimates.

 

1. 1. All representations and warranties (whether in this section or otherwise located) shall survive the termination, cancellation, suspension or expiration of the Agreement.

 

 

 

 

 

1. Indemnification/Breach.

 

1. 1. Company will not be liable for any third-party websites and/or applications where Client’s Spots may be displayed as a part of Company’s buying on behalf of Client or selling.

 

1. 1. Client, jointly and severally, will indemnify, defend and hold harmless Company, its affiliates, officers, directors, employees, successors and assigns from any and all claims, suits, actions, damages, liabilities, judgments, losses, assessments, interest charges, penalties, costs, and expenses (including, attorneys’ fees and disbursements) arising out of or relating to: (i) the creation or production of Spots provided and/or authorized by Client; (ii) the distribution of the Spots, the content or subject matter of the Spots, or the Spot material (including, without limitation, any materials that infringe, misappropriate, or violate the rights of any third party, intellectual property, or otherwise, violate applicable law or regulations, or give rise to any claim or cause of action or results in actual damages or losses); (iii) any breach or alleged breach by Client of this Agreement or any breach of Client’s representations or warranties hereunder; (iv) any third-party claims related to the use of any data provided by Client; or (v) any violation of law, including by not limited to, defamation, libel, unfair or deceptive trade practices, violation of rights to privacy and publicity, and intellectual property infringement. The foregoing representations, warranties, and indemnities shall survive the completion, cancellation, or termination of this Agreement.

 

1. 1. Notwithstanding anything in this Agreement to the contrary, the sole remedies available to Client for any claims arising out of: (i) a breach of this Agreement by Company or its affiliates; (ii) the performance of this Agreement; or (iii) the distribution by Company or its affiliates of the Spots provided by or on behalf of Client shall be: (y) substitute distribution of Spots or related material at a subsequent time in the same or comparable manner; or (z) a refund of amounts paid by Client for the unfulfilled portion of this Agreement, in the sole discretion of Company.

 

1. Term. The term of the Agreement is as set forth in Exhibit B. If an order is extended by mutual written agreement of the parties, the term of the Agreement is thereby extended. Company reserves the right to terminate, cancel or suspend this Agreement or any order at any time, for any reason. In the event of such termination, cancellation or suspension, Client shall remain obligated to pay for all portions of an order, as provided in Exhibit B, fulfilled prior to such termination, cancellation or suspension. If Client terminates, cancels or suspends this Agreement, or fails to fulfill its obligations hereunder, or if Company cancels or terminates for breach, Client shall not receive the benefits of any previously negotiated discounts.

 

1. Obligation to Pay on Termination. Termination of this Agreement shall not affect Client’s obligation to pay in full for Services delivered to or on behalf of the Client.

 

1. Confidential Information. Unless otherwise agreed to in writing, Client shall retain in strict confidence and, except as otherwise expressly provided in this Agreement, not use or disclose to others any and all information received from the Company, including but not limited to know-how, compilations, processes, plans, blueprints, technical information, new product information, test procedures, product samples, or specifications as well as commercial and other information or data considered confidential in nature, whether communicated in writing or orally (Confidential Information); provided, however, that Confidential Information shall not be deemed to include:

 

(a) information that, at the time of disclosure, is in the public domain or becomes part of the public domain by publication or otherwise through no act of the party receiving it,

 

(b) information that Client can conclusively establish was in its possession before the time of disclosure to it and was not acquired directly or indirectly from the disclosing party or any of its employees or affiliates, or

 

(c) information that is independently made available as a matter of right by a third party who has not violated a confidential relationship with the Company.

 

1. Limitation of Liability. Except as otherwise specified in this Agreement, the Company shall have no liability of any kind, from either Client, its customers, or end users of the Services, for any reason, for any expenditure made, or loss of income incurred, by Client in preparation for performance of the Client’s obligations under this Agreement or otherwise. Neither the Company nor Client shall by reason of the termination or nonrenewal of this Agreement be liable to the other for compensation, reimbursement, or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, investments, leases, property improvements, or commitments in connection with business or goodwill of the Company, of the Client, or otherwise. IN NO EVENT SHALL THE COMPANY BE LIABLE TO CLIENT OR ANY PARTY CLAIMING THROUGH CLIENT FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR CONTINGENT DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, INJURIES TO BUSINESS OR BUSINESS ASSETS, LOSS OF USE OF PRODUCT OR SERVICES, OR ANY ASSOCIATED DAMAGE WITH RESPECT TO CLAIMS MADE UNDER THIS AGREEMENT OR BY ANY PURCHASER OR USER OF ANY CLIENT PRODUCTS, REGARDLESS OF THE FORESEEABILITY OF SUCH DAMAGES OR WHETHER THE COMPANY WAS APPRISED OF THE LIKELIHOOD THEREOF.

 

1. Relationship of the Parties. The relationship between the Company and Client is that of buyer and seller. Company, including its agents and employees, shall be regarded as an independent contractor. This Agreement does not authorize Client to be the agent or the legal representative of the Company for any purpose. Client is not granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the Company or to bind the Company in any manner.

 

1. Assignment. Client may not assign or transfer any of its rights or delegate the performance of any of its duties under this Agreement without the Company’s prior written consent. The Company may assign or transfer its rights and delegate the performance of its duties under this Agreement, in whole or in part, to any affiliate of the Company or to any successor in interest or transferee of any portion of the Company’s business relating to this Agreement.

 

1. Entire Agreement. There are no oral or other agreements or understandings between the parties affecting this Agreement or related to the selling or servicing of the Services. This Agreement, together with the attached Exhibits and the Company’s terms and conditions as provided to Client from time to time, is the entire agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. The terms and conditions of this Agreement control over any terms used by Client in ordering of the Services. 

 

1. Waiver; Amendment. This Agreement may be amended only by an instrument in writing signed on behalf of each of the Company and Client. No amendment, supplement, modification, or waiver of this Agreement will be binding unless executed in writing by the party to be bound by it. No waiver of any of the provisions of this Agreement will be deemed or will constitute a waiver of any other provision of this Agreement (whether or not similar), nor will the waiver constitute a continuing waiver unless otherwise expressly provided.

 

1. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Michigan without regard to its conflict-of-law principles.

 

1. Severability. If any one or more of the provisions of this Agreement is for any reason held invalid, illegal, or unenforceable, the remaining provisions of this Agreement will be unimpaired.

 

1. Counterparts; Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile transmission, and a facsimile or this Agreement or of a signature of a party will be effective as an original.