For the purposes of this broadcast services agreement ("Agreement") these
terms have the following meanings:
(a) Programmer means Metro Cable Network, also known as MCN 6.
(b) Station means Metro Cable Network, also known as MCN 6, and no other
(c) Client means the person, firm, or corporation who is contracting for
the broadcast services contained herein.
2. PAYMENT AND BILLING
(a) Client will be charged for the use of Programmer's broadcasting
services in accordance with the terms listed on the reverse. Client will
pay in advance monthly, on the first broadcast day of every month, unless
otherwise provided on the face of this contract.
(b) Programmer will provide invoices only upon Client request. Invoices
for broadcasts shall be in accordance with station's log and shall be
deemed correct unless provided otherwise.
(c) Payment by Client is due at the beginning of each month, unless
otherwise specified on the Station's invoice. Payments not made when due
accrue interest at the rate of 1-1/2% per month (18% annually), unless the
maximum amount allowed by law is less than said rate, in which case the
interest shall be the maximum rate allowed by law.
(d)If payment is not made within 14 days after the due date of
Programmer's invoice, without limiting any other rights of Programmer under
this Agreement, Programmer may immediately discontinue Client's service and
bar Client from further use of the Station or Programmer's broadcast
services. Programmer may also, at its discretion, choose to terminate this
agreement without prior notice as specified in Paragraph 3(c). Programmer
reserves the right to prevent any further use of the Station or
Programmer's services until all outstanding invoices are paid in full.
(a) Either Client or Programmer may terminate this Agreement, at any time
and for any reason, with or without cause, by giving the other fourteen
(14) days' prior written notice, with termination to be effective 14 days
after the delivery of said notice. If Client so terminates this contract,
Client will pay Programmer at the rate on which this contract is based up
to the date of termination. If Programmer so terminates this contract,
Client will then either agree with Programmer on a satisfactory substitute
day or time for continuance of broadcasts or announcements covered by this
contract at the rate on which this contract is based for such substitute
time, or if no such agreement can be reached, Client will pay Programmer
according to the rates specified herein for all broadcasts or announcements
previously rendered by Programmer.
(b) Programmer reserves the right to immediately terminate this contract
upon default by Client in the payment of bills or other material breach of
the terms and obligations hereof at any time upon prior notice. Upon such
cancellation, all charges for broadcasts completed hereunder and not paid
shall become immediately due and payable. If Programmer cancels by reason
of Client's material breach, Client shall be responsible for and shall pay
to Programmer all amounts due and owing under this Agreement as of the date
(c) In the event of termination, neither party shall be liable to the
other party otherwise than as specified in Paragraphs 4, 5, and 10.
4. SUBSTITUTION OF PROGRAMS OF PUBLIC IMPORTANCE OR IN THE PUBLIC INTEREST
(a) Programmer shall have the right to cancel any broadcast or portion
thereof covered by this contract in order to broadcast any program that, in
its absolute discretion, it deems to be of public importance or in the
public interest. In any such case, Programmer will notify Client in advance
if reasonably possible, but where such notice cannot reasonably be given,
Programmer will notify Client within a reasonable time after such scheduled
broadcast has been cancelled.
(b)In the case of any broadcast, announcement, or advertisement cancelled
under Paragraph 4(a) above, Programmer and the Client will agree on a
satisfactory day and time for the broadcast or announcement, or, if no such
agreement can be reached within seven (7) days of the notice of
cancellation, the broadcast time so preempted shall be deemed cancelled
without affecting the rates, discounts, or rights provided under this
contract, except that Client shall not be required to pay for the cancelled
broadcast or announcement.
5. FAILURE TO BROADCAST
(a) If due to public emergency or necessity, force majeure, restrictions
imposed by law, acts of God, floods, hurricanes, lightning strikes, severe
weather, power failure, computer viruses, labor disputes or for any other
cause, including mechanical or electronic breakdowns, beyond Programmer's
control, there is an interruption or omission of any program or commercial
announcement contracted to be broadcast hereunder, Programmer may suggest a
substitute time period for the broadcast of the interrupted or omitted
commercial announcement or program. If no such substitute time period is
acceptable to Client, Programmer shall allow Client a pro rata reduction in
the time and/or program charges hereunder in the amount of money assigned
to the time and/or program charges at time of purchase.
(b) Client shall have the benefit of the same discounts that would have
been earned if there had been no interruption or omission in the broadcast.
6. PROGRAM AND COMMERCIAL MATERIAL
(a) This Agreement for station time includes the service of staff only as
agreed on Page 1 of the contract. Other talent and service charges, if
any, must be covered by additional contract, and such charges are subject
to change by the Client with the consent of the Programmer.
(b) Broadcasts or announcements prepared by Client are subject to the
approval of Programmer as to broadcast content and artist.
(c) Client shall defend, indemnify, and hold Programmer, including its
owners, officers, directors, and shareholders, harmless from and against
any and all claims, damages, liabilities, fines, costs, and expenses
including attorney's fees, which result from:
(i) any broadcasts made in the form furnished by Client;
(ii) breach, misrepresentation, or other violation of this Agreement by
Client or any persons affiliated with Client, whether or not this was
authorized by Client;
(iii) discrimination in advertising contracts as detailed in Paragraph 9;
(iv) the gross negligence or willful misconduct of Client or its agents.
Programmer agrees to hold and save Client harmless where the broadcasts
are prepared and produced both as artists and broadcast content by the
Programmer excepting only such liability as may result from the
broadcasting of commercial credits and other materials furnished by the
(d) The provisions of Paragraph 6(c) shall survive any cancellation or
termination of this Agreement.
7. CONTENT AND INTELLECTUAL PROPERTY
(a) Client acknowledges that Programmer is not responsible for and does
not give any assurance to any person with respect to the validity, value,
usefulness or accuracy of any information, communications, music, or other
materials (collectively, "Content") broadcast by Client. The Client and
any person affiliated with the Client shall bear any risk associated with
the Content. Programmer has the right (but not the obligation) to require
Client to remove, prohibit or discontinue any Content that Programmer, in
its sole discretion, determines to be harmful, offensive or otherwise in
violation of this Agreement or FCC regulations.
(b) Client acknowledges that Content broadcast on the Station, whether
provided by Client or other affiliated users may include material which is
the subject of and protected by copyrights, trademarks, service marks and
other proprietary rights ("Rights"). Client acknowledges that such Rights
are valid and valuable and are protected and apply to all media that now
exist or may in the future exist. Unless specifically provided elsewhere in
this Agreement, Client's ability to use any Content that is protected by
such Rights shall be governed by applicable law including relevant patent
and trademark law.
(c) Client agrees, and will require each and every one of its affiliated
persons to agree, that it will broadcast on the Station only Content that
is not subject to any Rights in favor of any other party or Content in
which the holder of any Rights has given express consent to such broadcast
on the Station for the duration of the performance of the broadcast
(d) Client agrees to use the Station and Programmer's broadcast services
only for lawful purposes. Client recognizes and agrees that Programmer may
preempt or cancel any Content, which, at its sole discretion, is not in
compliance with this Agreement.
Client acknowledges that under federal law, all broadcast stations,
including this Station, are prohibited from entering into advertising
contracts that seek to discriminate on the basis of race, ethnicity, or
gender, and hereby represents and warrants that the purchase of airtime
hereunder (i) is not intended for any such discriminatory purpose, and (ii)
will not discriminate on the basis of race, ethnicity, or gender. Client
further acknowledges and agrees that it has been informed of and
understands the advertising non-discrimination prohibition, and that
Programmer has the right to automatically terminate this contract without
notice if such a discriminatory purpose is discovered. This provision is
specifically included herein in compliance with paragraph 49 of the Federal
Communications Commission's Report & Order released March 5, 2008 requiring
the inclusion of race/gender non-discrimination clauses in advertising
contracts. To the extent any other terms of this agreement contradict this
provision, this provision shall govern.
10. UNACCEPTABLE USES OF THE SERVICE
In addition to any other terms of this Agreement, Client may not use the
Station or the Programmer's broadcast services contracted herein to:
(a) Harass, threaten, embarrass, or cause distress, unwanted attention or
discomfort to a person or entity.
(b) Broadcast sexually explicit content, profanity, or any content that is
deemed by Programmer to be offensive in its discretion.
(c) Transmit any unlawful, harmful, threatening, abusive, harassing,
defamatory, vulgar, obscene, or hateful content or content which is
racially, ethnically or otherwise objectionable, or which infringes upon
the rights of any third party, as determined by Programmer.
(d) Impersonate any person, including but not limited to, an official of
Programmer or the Station's owner, officers, or directors, or communicate
under a false name or a name that you are not entitled or authorized to
(e) Intentionally or unintentionally violate any applicable local, state,
national or international law, including but not limited to any regulations
having the force of law.
11. NO WARRANTY
(a) CLIENT EXPRESSLY AGREES THAT USE OF THE STATION AND PROGRAMMER'S
BROADCAST SERVICES ARE AT THE CLIENT'S SOLE RISK. PROGRAMMER'S SERVICES
ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY
KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF NONINFRINGEMENT,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PROGRAMMER'S
LIABILITY TO CLIENT FOR BREACH OF THIS AGREEMENT IS LIMITED SOLELY TO THE
AMOUNT PAID BY CLIENT TO USE THE PROGRAMMER'S SERVICES FOR THE PERIOD OF
TIME DURING WHICH THE SERVICES FAILED TO OPERATE AS A RESULT OF
PROGRAMMER'S ACT OR OMISSION. THE REFUND OF FEES PAID TO PROGRAMMER FOR
THE PERIOD DURING WHICH THE STATION MAY HAVE FAILED TO OPERATE AS A RESULT
OF PROGRAMMER'S ACT OR OMISSION SHALL BE CLIENT'S EXCLUSIVE REMEDY WITH
RESPECT TO THE USE OF THE STATION AND PROGRAMMER'S SERVICES.
(b) IN NO EVENT SHALL PROGRAMMER BE LIABLE FOR INDIRECT, CONSEQUENTIAL,
SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS
OF PROFITS OR REVENUES, ARISING OUT OF OR RELATING TO THIS AGREEMENT,
HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE). IN
THE EVENT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF
ANY WARRANTY OR LIABILITY UNDER THIS AGREEMENT, PROGRAMMER'S LIABILITY IN
SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE
(a) Client shall be liable and responsible for any and all activities
conducted by Client or, if applicable, by persons affiliated with Client,
whether or not such activities have been authorized by Client. Upon
Programmer's request, Client shall provide Programmer with accurate and
complete identification and contact information of any person or advertiser
who broadcasts from the Station or makes use of Client's broadcast
(b) Client must maintain up-to-date contact information with Programmer
and the Station. Client's failure to provide or update such information
shall constitute a breach of this Agreement and this shall be grounds for
Programmer to immediately terminate this Agreement or the right of any
person associated with Client to use the Station. In such case, Client
shall also be liable to Programmer for any and all additional remedies that
may be available under law.
(c) Upon Programmer's request, Client shall make recordings of all
broadcast time provided under this Agreement, and shall provide Programmer
with any available recordings of content already broadcast.
Notices to the parties shall be sent by (a) personal delivery; (b)
certified mail, return receipt requested; (c) recognized overnight courier
with a printed confirmation of receipt; (d) fax; or (e) email at the
addresses indicated on Page 1 of the Agreement (or to such other address as
a party may specify by written notice sent in accordance with this
14. GENERAL AND MISCELLANEOUS
(a) This Agreement is subject to all federal, state, and municipal laws
and regulations now in force, or which may be enacted in the future,
including, but not limited to, the Rules and Regulations of the Federal
Communications Commission made in pursuance of its quasi-legislative powers
and its decisions, actions, and orders when acting in its quasi-judicial
(b) Client agrees that Programmer may deduct from any one-hour period or
longer not more than five minutes for the purpose of broadcasting news,
station breaks, required station announcements, promotions, or commercial
spots. Programmer's failure to exercise this right shall not constitute a
waiver of said right.
(c) Client agrees that Programmer may deduct from any five-minute period
or longer not more than thirty seconds for station-break purposes.
(d) Programmer shall exercise normal precautions in handling of property
and mail, but assumes no liability for loss of or damage to program or
commercial material and other property furnished by Client in connection
with broadcasts hereunder. Programmer will not accept or process mail,
correspondence, or telephone calls in connection with broadcasts except
after prior approval.
(e) This contract, including the rights under it, may not be assigned or
transferred without first obtaining the consent of Programmer in writing;
nor may Programmer be required to broadcast hereunder for the benefit of
any Client other than the one named on the face of this contract.
(f) Failure of Programmer to enforce any of the provisions herein shall
not be construed as a general relinquishment or waiver as to that or any
(g) This Agreement shall be governed by the laws of Manatee County and the
State of Florida.
(h) This Agreement contains the entire agreement between the parties
relating to the subject matter herein contained, and no change or
modification of any of its terms and provisions shall be effective unless
made in writing and signed by both parties. This Agreement hereby
supersedes any other or prior agreements, transactions, or negotiations
between Programmer and Client with respect to the subject matter of this
(i) If any portion of this Agreement is held to be invalid or
unenforceable by a court of competent jurisdiction, that portion shall be
construed consistent with applicable law as nearly as possible to reflect
the original intentions of the parties and the remaining portions shall
remain in full force.