Terms & Conditions
Office Media Network, Inc
WSJON Advertising Terms & Conditions
1. DEFINITIONS. In addition to the terms in the summary, for purpose of this Agreement, the following terms shall have the following meanings:
a) “WSJON” means The Wall Street Journal Office Network® which is a trademark of Dow Jones & company, Inc. and the use of the Licensed Mark are subject to the terms and conditions of OMN’s license with Dow Jones. The Licensed Mark may not be used, assigned or transferred by Client without the prior written approval from Dow Jones and OMN, Subscriber may not make, publish or distribute, any use of the Licensed Mark or any other mark of Dow Jones. The WSJON includes “Licensed Content” proprietary to Dow Jones, “Subscriber Information” supplied by property owners and managers of buildings (“Buildings”) where the digital screens displaying the WSJON (“Screens”) are located and advertising including but not limited to the advertisement of Client that is the subject of this Agreement.
b) “Hourly Exposures” is the number of times Client’s advertisement will be displayed each hour. Unless otherwise stated in Special Instructions on the face of this Agreement, all Client Advertisements will run during the Hours of Operation. When provided, a “Day Part” designated in Special Instructions will limit the display of Client’s advertisement to the hours stated.
c) “Hours of Operation” means the standard operating hours of the WSJON which is currently between the hours of 6 am and 9 pm local time Monday through Friday excepting Holidays. All the times are reasonable approximations and OMN reserves the right to vary the times for the Hours of Operation for any particular building.
d) “Targeting Requirements” means the properties where Client’s advertisement will be displayed. “RON” means “run of network” or all screens on which the WSJON is displayed. “DMA” means “Designated Market Area” and includes Locations in the named city and adjacent areas.
e) “Estimated # of Locations” means the average number of Buildings estimated to be displaying the WSJON in the relevant Locations during the Campaign Dates. Client is aware that the WSJON is adding additional Buildings during the Campaign Dates and agrees that the estimate is a projection of future installations and is not certain. A variance from the estimate of the average number of Buildings of more than 10% of will entitle Client to an extension credit as provided below.
2. MEDIA SERVICES. By their signatures on this Agreement, Client and Agency (collectively referred to as “Client”) jointly and severally request OMN to provide the services specified on the front side of this Agreement upon the terms and conditions set forth. Client acknowledges that the systems and locations used for the services are the property of and shall at all times remain in the exclusive possession and control of OMN and its affiliates and that no one other than persons authorized by OMN shall have access to the systems and locations. The Licensed Content is provided by OMN pursuant to rights granted OMN to host, distribute and publicly display the Licensed Content solely on the Screens and solely in accordance with the terms and conditions of the OMN license with Dow Jones. Client shall not copy, use, distribute or display the Licensed Content through any web site, channel or any device other than the WSJON as expressly defined in this Agreement. Client shall not authorize or permit any third party to copy or use the Licensed Content.
3. PAYMENT. As a convenience, OMN will send reminder invoices each month, but Client’s obligation to pay is independent of the actual receipt of the invoice. Client agrees to pay monthly within thirty (30) days. In the event of default, OMN at its sole option may either (1) declare the balance of payments under this Agreement and any other Agreement between Client and OMN to be accelerated and to be immediately due and payable; or (2) cancel this Agreement and require for any expense that it may incur in the collection of all amounts due, including attorney fees and court costs and to pay interest at one and one half percent (1.5%) per month, or the maximum amount permitted by the law (whichever is less), on all amounts outstanding until paid. The laws of the State of Illinois shall govern any dispute or default under this Agreement, and Client agrees to submit to the jurisdiction and venue of the circuit Court of Cook County, Illinois.
4. ADVERTISMENT. Client will be responsible for preparation and delivery of creative materials to the location(s) designated by OMN without expense to OMN at least ten (10) business days before start of the Campaign. If Client’s material is not received by the required date. OMN is authorized at its sole option to leave vacant or to use substitute other creative allocated for use under this Agreement and Client agrees to pay for such use. Client is solely responsible for the content of the creative material and Client agrees to defend, indemnify and hold harmless, OMN and OMN’s officers, directors, affiliates and property owners form any claim that the content is illegal, unauthorized or damaging to any third party and any other claims arising from the content of the creative material. OMN reserves the right to refuse or remove advertising or other content from the WSJON in its sole discretion. Unless otherwise specified, Gross Cost is for display of content only and does not include the cost of designing, producing or delivering creative material. Unless otherwise specified, all creative material supplied to OMN shall be discarded by OMN at the conclusion of this Agreement.
5. AGENCY. Upon the execution of this Agreement by an authorized independent agency appointed by Client OMN will allow an agency commission of 15% on commissionable payments received by OMN from agency on or before the due date subject to the following: (a) “commissionable payments” are those payments that relate to the Gross Cost for the display of content, no commission is payable on other services (including production charges, special services, extra copy changes, etc.); (b) the agency must perform normal agency functions including contract procurement, artwork and content production, and billing and payment; (c) agency is entitled to commissions only while the original agency is actively representing Client, if Client appoints a replacement agency, there is no agency commission allowed on subsequent payments; (d) Client and agency acknowledge that agency is the agent of the Client and is not the agent of OMN for any purpose; and (e) Client and agency are jointly liable for the payments to OMN under this Agreement until actually received by OMN.
6. LOCATION, EXPOSURE, NETWORK DISPLAY DATES, CREDIT.
Acceptance of this Agreement by OMN is subject to the availability of the Location and Hourly Exposures requested. OMN reserves the right to cancel this Agreement at any time. If a Location or Hourly Exposures shown in this Agreement becomes unavailable to OMN for any reason, OMN in its discretion may substitute another Location or Hourly Exposure, or OMN may cancel this Agreement. In the event of a material interruption of service at one or more Locations, OMN may, at its option, extend the Network Display Dates to compensate Client for the interruption or cancel this Agreement. If this Agreement is cancelled by OMN, OMN shall issue a prorata credit to Client, if applicable. In the event the average number of Locations during the Network Display Dates is less than 90% of the average number estimated in this Agreement, OMN agrees to give Client an extension credit by extending the Network Display Dates by a proportional amount, at a mutually agreeable time. Client may not cancel this Agreement.
7. ADDITIONAL TERMS. This Agreement is not binding upon OMN until executed by an Officer of OMN. The Persons executing this Agreement represent and warrant that they have authority to do so and that this Agreement constitutes the final and complete agreement between the parties and that there are no expressed or implied representations not contained in this Agreement. Client acknowledges that the owner of the Building where the displays are located is not a party to this Agreement and shall have no liability or nay other duty to the Client by virtue of this Agreement. OMN shall not be liable to Client for any consequential damages or business loss. Either party upon notice may assign this Agreement.
