不良研究所

The organization contracting for the purchase of services or advertising covered by these 不良研究所 Digital Advertising Terms and Conditions (鈥�Advertiser鈥�) and 不良研究所 Operations, LLC (or an affiliate thereof), a wholly-owned subsidiary of 不良研究所. (鈥�不良研究所鈥� or 鈥�Media Company鈥�) hereby agree that all such services and advertising shall be governed by the following terms and conditions (the 鈥�Agreement鈥�):

1.  PAYMENT AND BILLING

(a) 不良研究所 will bill Advertiser monthly, using the Final Sunday Fiscal Month, unless otherwise provided on the face of this Agreement.

b) Payment by Advertiser is due upon receipt of invoice.听 Advertiser waives any billing dispute if Advertiser does not notify 不良研究所 of such dispute in writing within thirty (30) days from date of the invoice containing such amount in dispute.听 In the event Advertiser timely notifies 不良研究所 of such dispute, Advertiser and 不良研究所 shall work diligently with each toward a resolution, but any amount not in dispute shall be promptly paid as described herein.

(c) If this Agreement is entered into by an agency (the 鈥�Agency鈥�), then Agency agrees that Advertiser and Agency are jointly and severally purchasing the advertising hereunder, and acknowledges and agrees that any credit that has been extended by 不良研究所 has been extended on the basis of the credit and promise to pay of both Agency and Advertiser.  Agency further agrees, represents, and warrants that Agency (i) is authorized to bind the Advertiser; and (ii) Agency and Advertiser shall be jointly and severally liable for Advertiser鈥檚 obligations under this Agreement, including, without limitation, the payment of all amounts to be made under this Agreement.  Sequential liability is not accepted unless specifically agreed to in writing by an 不良研究所 SVP or higher.

2.  EFFECT OF BREACH

(a) In the event of a material breach of the terms hereof, either party may elect to terminate this Agreement after providing the other party with fifteen (15) days prior notice, unless the other party cures such breach within such fifteen (15) day period.

(b) 不良研究所 reserves the right to immediately terminate this Agreement upon default by Advertiser in the payment of invoices hereunder.

(c) Upon any termination by 不良研究所 all charges for services or advertising completed hereunder and not paid shall become immediately due and payable.  If 不良研究所 terminates by reason of Advertiser鈥檚 material breach, Advertiser鈥檚 liability shall be to pay for all services and advertising contemplated by this Agreement.

3.  INTERRUPTION OR OMISSION

If for any reason there is an interruption or omission of any advertising or services contracted to be provided hereunder, 不良研究所 may suggest substitute advertising or services.听 If no such substitute is acceptable to Advertiser, 不良研究所 shall provide Advertiser with a pro rata reduction of charges hereunder.听 The foregoing shall be 不良研究所鈥檚 sole liability for any failure to broadcast/publish any advertising hereunder.

4.  SERVICES AND ADVERTISING

(a) THIS AGREEMENT IS NON-CANCELABLE.

(b) Unless otherwise noted on the face of this Agreement, all services and advertising shall be furnished by 不良研究所 or its suppliers and vendors.

(b) Advertiser is responsible for Advertiser鈥檚 use of the services and in compliance with all applicable laws and regulations in its jurisdiction with respect to such services.

(c) Advertising material provided by Advertiser (鈥�Ad Material(s)鈥�) is subject to approval and 不良研究所 may exercise a continuing right to reject such Ad Material(s), including a right to reject for unsatisfactory technical quality or content.  

(d) Advertiser represents and warrants and covenants that: (i) the Ad Material(s) covered by this Agreement comply with all applicable laws, rules, regulations, including, without limitation the sponsorship identification requirements of Section 317 of the Communications Act and Section 311 of BCRA applicable to on-air commercial announcements and on-air programs; (ii) the Ad Material(s) covered by this Agreement contain no defamatory matter and will not violate any right of a third party, including, without limitation, privacy, publicity or intellectual property rights or any law or government rule or regulation; (iii) the content contained in Ad Material(s) will be cleared for use in all media as anticipated by the Agreement; (iv) Advertiser has the full right to grant to 不良研究所 the rights hereunder; (v) Advertiser shall comply with all applicable laws, rules and regulations in connection with its performance of its obligations hereunder, including, without limitation, making any and all required disclosures; (vi) Advertiser shall provide 不良研究所 all information related to its Ad Material(s) in a manner necessary for 不良研究所 to comply with any applicable disclosure requirements (e.g., the disclosure requirements associated with ads addressing political matters of national importance distributed by broadcast stations); and (vi) each Agreement represents an advertising arrangement exclusively between 不良研究所 and Advertiser and that no sale or exchange has taken place or will take place between Advertiser and any third party.  

(e) Advertiser further represents and warrants and covenants that (i) it is aware of 不良研究所鈥檚 policy requiring for all Ad Material(s) containing manipulated content to include any disclosure required to comply with all relevant laws, rules, and regulations (e.g., the requirement that materially deceptive content in certain political advertisements must be disclosed by the advertiser under California and New York state laws); and (ii) Advertiser鈥檚 Ads shall include all necessary disclosures required to ensure that 不良研究所鈥檚 distribution of such Ads complies with all such relevant laws, rules, and regulations.

(f) Advertiser further represents and warrants and covenants that (i) it is aware of 不良研究所鈥檚 policy requiring for all Ad Material(s) containing manipulated content (including, but not limited to, AI-generated content) to include any disclosure required to comply with all relevant laws, rules, and regulations (e.g., the requirement that materially deceptive content in certain political advertisements must be disclosed by the advertiser under California and New York state laws); and (ii) Advertiser鈥檚 Ads shall include all necessary disclosures required to ensure that 不良研究所鈥檚 distribution of such Ads complies with all such relevant laws, rules, and regulations.

(g) In the event 不良研究所 provides copy and/or production services to Advertiser all rights to such copy, production, and any audio and /or video recordings thereof shall be and remain the sole and exclusive property of 不良研究所 and Advertiser鈥檚 permitted use thereof shall be limited to advertising on the 不良研究所.听

5.  INDEMNIFICATION

(a) Mutual Indemnification.  Each Party (the 鈥�Indemnifying Party鈥�), at its own expense, will indemnify, defend and hold harmless the other Party and the Indemnified Party鈥檚 affiliates (including 不良研究所鈥檚 suppliers and vendors), and their respective employees, representatives, and agents (the 鈥�Indemnified Party鈥�) from and against any claim, demand, action, investigation or other proceeding, including but not limited to all damages, losses, liabilities, judgments, costs and expenses arising therefrom, brought by any third party against the Indemnified Party (collectively, an 鈥�Claim鈥�) to the extent that the Claim is based on, or arises out of an allegation that the Indemnifying Party鈥檚 performance hereunder violates any applicable law, rule or regulation or infringes the rights of any third party, including but not limited to intellectual property rights. 

(b) Indemnification by Advertiser.  Advertiser, at its own expense, will jointly and severally indemnify, defend and hold harmless 不良研究所 and its affiliates  (including 不良研究所鈥檚 suppliers and vendors), and their respective employees, representatives and agents from and against any third party Claim to the extent that such Claim is based on, or arises out of libel, violation of right of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with Advertiser Content or any Advertiser web site(s) or contents therein (including, without limitation, any content or keywords resulting from such web site(s)).  For purposes of the foregoing, the term 鈥�Advertiser Content鈥� shall mean any content or information submitted by Advertiser to 不良研究所.

6.  DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

(a) EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND ADVERTISING ARE PROVIDED 鈥淎S IS鈥� AND 鈥淎S AVAILABLE鈥� AND 不良研究所 MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED WITH RESPECT TO THE SERVICES OR ADVERTISING, OR THE FUNCTIONALITY, PERFORMANCE THEREOF, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHER WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, 不良研究所 DOES NOT MAKE ANY WARRANTY OR GUARANTEE AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, REGARDING THE LEVEL OR NUMBER OF IMPRESSIONS OF OR CALLS ON ANY ADVERTISEMENT OR PROMOTION, THE TIMING OR PLACEMENT OF DELIVERY OF SUCH IMPRESSIONS AND/OR CALLS, OR THE AMOUNT OF ANY REVENUE TO BE EARNED BY Advertiser UNDER THIS AGREEMENT, OR THAT SERVICES OR ADVERTISING OR OPERATION THEREOF WILL BE UNINTERRUPTED, ERROR-FREE OR WILL MEET CLIENT鈥橲 REQUIREMENTS. 

(b) UNDER NO CIRCUMSTANCES WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, BUSINESS, PROFITS OR GOODWILL AND COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, REGARDLESS OF THE LEGAL THEORIES AND EVEN IF THAT PARTY HAS BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

(c) In no event shall the liability of either party exceed the aggregate amounts paid under this Agreement IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.

7.  NON-DISCRIMINATION POLICY

不良研究所 does not discriminate in advertising contracts on the basis of race or ethnicity, and will not accept any advertising which is intended to discriminate on the basis of race or ethnicity.  Client represents and warrants that it is not purchasing advertising time from 不良研究所 that is intended to discriminate on the basis of race or ethnicity.

8.听 GENERAL听

(a) This Agreement, including the rights under it, may not be assigned, or transferred by Advertiser without the consent of 不良研究所 in writing, nor may 不良研究所 be required to broadcast/publish hereunder for the benefit of any person other than the named Advertiser on the face of this Agreement.  Failure of 不良研究所 or of Advertiser to enforce any of the provisions herein shall not be construed as a general relinquishment or waiver as to that or any other provision.

(b) 不良研究所鈥檚 obligations hereunder are subject to the terms and conditions of licenses held by it and to applicable federal, state, and local laws and regulations.

(c) 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 against any party unless the same is in writing signed by said party.

(d) 不良研究所鈥檚 suppliers and vendors are intended third party beneficiaries of the indemnification provisions of this Agreement and shall have the right to enforce such provision against Advertiser. 

(e) This Agreement may be executed in counterparts, each of which shall be deemed an original, and which together shall constitute one and the same instrument.

(f) Any sales, use, gross receipts, or similar taxes imposed as a result of this order shall be the responsibility of Advertiser.  不良研究所 may collect such tax in addition to the price of advertising hereunder.

(g) In case suit or action is instituted by 不良研究所 for the collection of any money owing hereunder or for enforcement of any of 不良研究所鈥檚 rights hereunder, AGENCY and/or Advertiser agrees to pay all costs and disbursements of said suit or action together with reasonableattorney鈥檚 fees.

(h) 不良研究所鈥檚 Standard Broadcast Advertising Terms and Conditions applicable to any broadcast radio advertising (terrestrial and Internet streaming) available at and the IAB/AAA Standard Terms and Conditions for Internet Advertising Version 3.0, available at (鈥�IAB Terms鈥�) are both fully incorporated herein by this reference.  In the event of a conflict between the IAB Terms and this Agreement, the terms and conditions of this Agreement shall first govern the resolution of such conflict.