Chicago Sports Network Advertising Terms and Conditions OF SALE

The following Advertising Terms and Conditions of Sale (“Terms and Conditions”) shall apply to advertising you (“Advertiser”) place with Chicago Sports Broadcasting LLC d/b/a Chicago Sports Network (“CHSN”) for telecast on the Chicago Sports Network (the “Network”) or on its affiliated digital and/or other products.  These Terms and Conditions will apply to (a) signed advertising contracts, (b) credit applications, (b) rate cards, and (c) online or telephone orders.  

1. Credit Terms.  CHSN’s extension of credit is subject to CHSN’s prior written approval following submittal a credit application. If Advertiser is applying for credit, Advertiser hereby represents and warrants that the information contained in and submitted with such application is correct and complete.  Acceptance, publication or telecast of advertising does not constitute an agreement to extend credit. The extension of credit is at the sole and absolute discretion of CHSN, and CHSN may require additional information and references.  CHSN may revoke or cancel credit at any time. 

2. Payment Terms. Payments shall be due as follows: 

1. Political.  Political advertisements must be paid in advance of publication by cash or certified check and shall be set as display advertisements. 

2. Network and Digital Advertising.  Advertisers without credit approved by CHSN must pay in full in advance at least ten (10) days prior to the airing of any program or advertisement.  If Advertiser is approved for credit, payment is due within thirty (30) days of invoice date.  

3. Combined Invoice.  For invoices including charges for advertising that includes more than one type of advertising (placements on the Network as well as other products) shall be due within thirty (30) days of invoice date.  

4. Taxes and Past Due Payments. Payment is due when the advertising order is placed.  Any federal, state or local tax imposed on advertising hereunder shall be an additional charge to Advertiser.  Advertiser and any agency placing such advertising (“Agency”) shall be jointly and severally liable for fees and charges owed to CHSN, and payment by Advertiser to Agency shall not constitute payment to CHSN.  Past due amounts shall incur interest at the rate of 1.5% per month.  In the event of Advertiser’s nonpayment, CHSN reserves the right to refuse new advertising schedules and to cancel Advertiser’s existing advertising schedules.  If CHSN elects to pursue collection of past due amounts, it shall be entitled to recover the costs of such collection, including, but not limited to, its attorney’s fees.  

3. Changes to Rates and Terms and Conditions.  CHSN may amend or revise the rates, terms or conditions of print and digital advertising upon 30 days written notice to Advertiser, provided that Advertiser may cancel future print and digital advertising commitments upon written notice to CHSN received prior to the effective date of such amendment. CHSN may amend or revise the rates, terms or conditions of advertising sold through its self-service portal at any time.   

4. Advertising Content.  

a. Review and Modification. Advertiser is solely responsible for the content of its advertisements.  It is Advertiser’s obligation to examine its advertisement for any errors while Advertiser is placing its order and upon publication or  telecast of the advertisement. CHSN shall not be held responsible for errors and assumes no liability for typographical errors of Advertiser. CHSN reserves the right to edit, reject, or cancel any advertisement for any reason it deems sufficient, including, but not limited to, any advertisement deemed objectionable in subject matter, illustration or phraseology. CHSN reserves the right to adjust advertising images for reproduction purposes if placed through a self-service portal. 

b. Ownership of Advertising Content. All property rights arising from the creation or production of any advertisement for Advertiser by CHSN, including, but not limited to, any copyright interest in any such advertisements which incorporate artwork, creative ability, and/or typography furnished or arranged by CHSN, shall be the property of CHSN.  Unless specifically agreed in writing, such advertisement are not “transportable,” and may not be reproduced, republished, or re-telecast  without the prior written consent of CHSN.   

b. Political Advertising.  A digital political advertisement must clearly state (i) that it is a “paid political advertisement,” (ii) the political party affiliation of a candidate for partisan office, (iii) by whom the advertisement was paid, and (iv) by whom the advertisement was authorized. In the event that the advertisement is not authorized by the candidate, his or her authorized political committee, or its agents, the advertisement must clearly state that it is not authorized by any candidate or candidate’s committee and must include the name and residence address of the individual responsible for the advertisement. Political advertisements being telecast over the Network shall be subject to all applicable laws and regulations. 

5. Specific Terms Applicable to Network Advertisements.  The following terms and conditions set forth in this Section 5 shall apply to the purchase of Network time for the  telecast of advertising material or programs (collectively the “Material”), and shall control to the extent conflicting with the provisions set forth in other sections of these Terms and Conditions: 

a. Delivery and Condition of Advertising Material. All Material is subject to CHSN approval, and CHSN may exercise a continuing right to reject any Material, whether because of unsatisfactory technical quality or for any other reason or for no reason.  Unless otherwise noted in a signed agreement, all Material shall be furnished by Advertiser or its Agency at least seventy-two (72) hours in advance of the telecast date. If Advertiser or Agency fails to meet this deadline, CHSN shall notify Advertiser or Agency as soon as practicable, and CHSN will use commercially reasonable efforts to telecast the Material despite late receipt.  Notwithstanding the foregoing, Agency and Advertiser shall be responsible for paying for the time reserved, regardless of whether the Material airs, in the event the Materials and scheduling instructions are not received at least twenty-four (24) hours in advance of the telecast date. All expenses connected with the delivery and return of the Material shall be paid by Advertiser or Agency. If Advertiser or Agency fails to deliver the Material due to public emergency or necessity, force majeure, restrictions imposed by law, acts of God, labor disputes or for any other cause beyond Advertiser’s or Agency’s control, then CHSN shall suggest a substitute day and time period for the telecast of the Material. If no such substitute day and time period is mutually agreed upon, CHSN shall credit Advertiser or Agency for the time charges hereunder in the amount of money assigned to the time period and/or the program at the time of purchase. Advertiser or Agency shall have the benefit of the same discounts which would have been earned if the Material had been telecast. 

b. Order and Cancellations. Agency and Advertiser are responsible for reviewing each proposal order and notifying the CHSN account executive of any possible discrepancy in writing within seven (7) days of the date of the proposal order.  If Advertiser and Agency fail to do so, then the proposal order will be deemed correct, and Agency and Advertiser will be responsible for payment. NOTWITHSTANDING THE FOREGOING, ONCE TELECASTING HAS COMMENCED, AGENCY OR ADVERTISER MUST PROVIDE CHSN WITH AT LEAST TWO (2) WEEKS NOTICE OF CANCELLATION.   

c. Classes of Time.  CHSN reserves the right to adjust rate grids or classes of time at any time. This may cause all or some contracted spots to change section codes and therefore class of time. 

d. Cancellation of Telecasts. CHSN shall have the right to cancel any telecast or portion thereof covered by this Agreement, for any reason, including but not limited to, telecasting any program or event, which, in its sole discretion, it deems to be of public interest or of significance. In the event a satisfactory substitute date and time is not agreed upon, the telecast so pre-empted shall be deemed cancelled and the charges allocable thereto, cancelled.  

e.  Failure of Network Affiliate to Telecast.  If a television station affiliated with CHSN does not broadcast the program containing Advertiser’s commercial message at the scheduled time, CHSN will endeavor to distribute such program at a later time.   If the commercial message is not distributed, CHSN and Advertiser shall negotiate in good faith to reschedule such distribution, and if CHSN and Advertiser are unable to reschedule then CHSN will reduce the fee according to the decreased commercial message. For linear network distribution, CHSN shall equitably reduce the fee if its television network clearance drops below 85% of its customary level. 

e. Non-discrimination.  CHSN does not and will not permit advertisers to discriminate in the placement of advertising on the basis of race or ethnicity within the meaning of the rules of the Federal Communications Commission.   

6. Other Terms and Conditions. 

a. Representations and Warranties.  Advertiser and Agency each represent and warrant that the advertisements and all other materials provided by Advertiser or Agency (i) will not violate any applicable law, rule or regulation (including, but not limited to, any law relating to false or deceptive advertising; (ii) will not be defamatory; and (iii) will not infringe upon any rights of any third party, including, but not limited to, any contractual rights, copyright, trademark or trade secret rights or any right of privacy or publicity.   

b. Indemnification.  Advertiser and Agency will defend, indemnify and hold CHSN and any other entities that own or operate any network receiving the advertisements from or through CHSN, and its and their subsidiaries, affiliates, successors and assigns, and their respective directors, officers, employees, agents (collectively, the “Network Parties”) harmless from and against any and all liability, damages, losses or expenses of any kind (including reasonable attorneys’ fees) incurred by them in connection with any claims of any kind that arise out of or in connection with (i) any breach or alleged breach of these Terms and Conditions, including but not limited to, any representations and warranties set forth herein; and (ii) the content of any advertisement(s), website(s) or material(s) that can be linked to through an advertisement.  Advertiser may not agree to any settlement that imposes any obligation or liability on an indemnified party without such party’s prior express written consent. 

c.  DISCLAIMER; LIMITATION OF LIABILITY.  NO NETWORK PARTY makes ANY warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose. WITH RESPECT TO ONLINE ADVERTISEMENTS, ADVERTISER ACKNOWLEDGES THAT CHSN HAS NOT MADE ANY GUARANTEES WITH RESPECT TO USAGE STATISTICS OR LEVELS OF IMPRESSION THAT WILL BE DELIVERED UNLESS SPECIFICALLY SET FORTH IN THE RELEVANT ORDER.  in no event will CHSN OR ANY OTHER Network PARTY be liable to advertiser for any indirect, incidental, consequential, special or exemplary damages.  the aggregate liability of CHSN, AND THE AGGREGATE LIABILITY OF EACH OTHER PUBLISHING PARTY, will be limited to the amount paid to CHSN by advertiser under this agreement with respect to the adVERTISEMENT out of which the claim arises. 

d. Force Majeure. Except as specifically set forth in herein, CHSN shall not be liable for failure to furnish advertising space or to publish any advertisement due to public emergency or necessity, force majeure, restrictions imposed by law, acts of God, labor disputes or for any other cause, including equipment failures or any mechanical or electrical breakdowns, beyond CHSN’s control. 

e. Miscellaneous.  The warranties, indemnification obligations, limitations of liability and ownership rights set forth above will survive the termination or expiration of this Agreement.  Should any provision of this Agreement be deemed unenforceable, such provision will be restated, in accordance with applicable law, to match most closely the intentions of the parties, and the remainder of this Agreement will remain in full force and effect.  This Agreement will be construed under the laws of the State of Illinois without reference to its conflict of laws principles.  Any court of competent jurisdiction sitting in Cook County, Illinois shall be the exclusive jurisdiction and venue for any dispute arising out of or relating to this Agreement.