Terms and Conditions for Sponsorships and Underwriting Services

October 15, 2023

General, Definitions
1. As used herein, STU-COMM, Inc. shall be referred to as “WNRN”.
2. These Terms and Conditions for Sponsorships and Underwriting Services (these “Terms and Conditions”) apply to each and every WNRN Sponsorship and Underwriting Services Order (each, an “Order”) and to all WNRN activities.
3. Terms used but not defined herein shall have the meaning given to them in the standard WNRN Sponsorship and Underwriting Services Order.
Order; Cost; Payment and Billing
1. Client shall pay for all underwriting services performed by WNRN pursuant to the Order.
2. WNRN will bill Client on the first (1st) day of each month. The first month’s billing will be prorated to reflect actual announcements run. Billing is thirty (30) days’ net.
3. Payments on Orders may be made via check, credit card, autodraft, ACH, via Quickbooks invoice which will be sent to Client, via phone or in-person payment.
4. Client waives any billing dispute if Client does not notify WNRN in writing within thirty (30) days from date of the bill containing such disputed amount. In the event Client timely notifies WNRN of such a dispute, Client and WNRN shall work diligently with each other toward a resolution, but any amount not in dispute shall be promptly paid as described herein.
5. Past-due accounts who have not approached a resolution after 90 days will be charged interest at a rate of ten percent (10%) per month until the end of the month in which the bill is settled.
6. Accounts that are ninety (90) days or more in arrears may be suspended. Client will be liable to WNRN for any and all collection and/or legal fees incurred by WNRN in connection with the collection of past-due accounts.
7. All trade balances are effective in full at the beginning of Order and must be used within twelve (12) months of Order end date. Invoice or receipt must be provided by Client with all executed trade.
8. All persons and entities included within Client agree to a given Order and are jointly and severally liable for all obligations of Client under a given Order regardless of who is billed.
9. For on-air underwriting, upon written request (email acceptable), WNRN shall provide proof of performance specifying exact times when announcements were aired from the official log maintained by WNRN.
Term and Termination; Renewal
1. The Agreement will commence on the date the final party executes the Order, and will remain in effect for the period designated in Section 3 of the Order, Dates of Sponsorship and/or Campaign(s) and Contracted Total (the “Initial Term”).
2. Orders may be terminated early by Client upon thirty (30) days’ written notice (email acceptable).
3. Delivery of any campaigns or placements under an Order may be suspended for the Client’s convenience, and the Order “paused,” by Client for one period of up to 90 days by delivering at least 5 days’ prior written notice to WNRN. Pausing an Order does not affect payment obligations or schedules, unless otherwise agreed by WNRN.
Effect of Breach; Underwriting Credit Requests and Payment Procedures
1. WNRN reserves the right to terminate the Agreement upon default by Client in the payment of bills or other material breach of the terms of the Agreement at any time upon one (1) day’s notice. Upon such termination all charges for underwriting completed under the Agreement and not paid shall become immediately due and payable. If WNRN terminates by reason of Client’s material breach, Client’s liability shall be to pay for underwriting completed under the Agreement prior to termination.
2. To request an underwriting credit based on a claim of failure on the part of WNRN to provide announcements per an Order, Client must submit a claim by sending an email to underwriting@wnrn.org. To be eligible, the underwriting credit request must be received by WNRN within thirty (30) days after the alleged failure to provide services per an Order occurred and must include:
  1. the words “IO Credit Request” in the subject line;
  2. the dates and times of each purported underwriting/announcement failure that you are claiming; and
  3. the designated WNRN Property where the announcements were scheduled.
3. In case suit or action is instituted by WNRN for the collection of any money owing hereunder or for enforcement of any of WNRN’s rights hereunder, Client agrees to pay all costs and disbursements of said suit or action together with reasonable attorney’s fees.
Sponsored Content
1. All underwriting/announcement material (“copy”) is subject to the approval of the underwriting review committee of WNRN and will conform to WNRN and FCC non-commercial regulations concerning such announcements as specified in the most recent FCC rulings and station interpretations and policy on the subject.
2. Copy changes are permitted with a minimum of five (5) business days’ written notice (email acceptable).
3. Radio Guidelines: The following guidelines address Client announcements that are heard on air in WNRN broadcast programs.
  1. Sponsor messaging that works on WNRN:
    1. Keep it clear: State who you are, what you do, and where listeners can learn more. Operating divisions and subsidiaries may be named as well.
    2. Focus on features: Instead of “organic and eco-friendly,” say “plant-based and compostable.” WNRN listeners prefer a direct approach.
    3. Reference current creative: Registered, non-promotional slogans are allowed and broader themes often emerge from existing ad creative.
    4. Full-length announcements must be exactly 20 seconds.
  2. Sponsor messages may not include:
    1. Comparative language (e.g., “leader,” “largest,” “the only”)
    2. Qualitative language (favorable qualities, benefits and claims)
    3. Inducements (offers, incentives)
    4. Calls to action
    5. Price/value language
    6. First person pronouns (e.g. ”us,” “we”)
    7. Views on public issues or references to political candidates or elections
    8. Health claims
    9. Direct recruitment announcements
4. Digital Guidelines: WNRN grants more leniency for underwriting messaging for non-broadcast..
  1. Sponsor messages may not include:
    1. Overly promotional or commercial language
    2. Pressure to take immediate action
    3. Misleading language or questionable claims
    4. Language that can be interpreted as an WNRN endorsement or testimonial
    5. Language or design attributes that mimic editorial content
    6. Overly intrusive animation or visuals
    7. Views on public issues or references to political candidates or elections
    8. Health claims
Underwriting at events, use of Client logos
1. Subject to the terms and conditions of this Agreement, Client grants WNRN and its affiliates, and each of their respective, permitted sublicensees, successors, and assigns (collectively, “Licensee”) a limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to reproduce, publish, and distribute each Announcement, including all of Client’s intellectual property contained therein, in accordance with the terms of this Agreement and the corresponding Order. Client hereby grants to Licensee the nonexclusive, perpetual, and irrevocable, freely transferable and sublicensable right and license throughout the United States, its territories and possessions to use each of the images contained in any Client Materials in any and all formats and media and by any and all technologies and means of delivery, whether now or hereafter known or devised, for any and all purposes whatsoever, including through or by any of its employees, agents, and independent contractors. For purposes of clarity and without limiting the foregoing, Client acknowledges and agrees that the rights and license granted to Licensee under this Agreement include Licensee’s rights: (a) to modify, edit, combine with other materials (including, but not limited to, in combination or conjunction with Licensor’s name or any other name, or no name), translate, include in collective works, and create derivative works of the Image[s] in whole or in part (collectively, “Adapt,” “Adapted,” and “Adaptation” have correlative meanings); and (b) to reproduce, perform (publicly or otherwise), display (publicly or otherwise) and transmit the Image[s], in whole or in part. Client grants to Licensee the perpetual, worldwide right to use Client’s name, image, likeness, and biographical and professional information (including information Client provides to WNRN and any other information about Client that is publicly available) in any and all media and by any and all technologies and means of delivery now or hereafter known or devised, in connection with the Client Materials and any Adaptations, including to advertise and promote the same or any good or service that features or includes any Client Materials, in whole or in part, as provided by Client unmodified or as Adapted, without further consent from, or any payment or other compensation to, Client.
Program Production
1. WNRN shall use Client copy to create audio broadcast announcements for broadcast radio transmission over its facilities (the “Announcements”). All Client copy is subject to WNRN approval and WNRN may exercise a continuing right to reject such material for any reason. All Client copy must conform to the program and operating policies of WNRN and WNRN shall have the continuing right to edit in the public interest; provided, however, that WNRN approval of such Client copy shall not affect Client’s indemnity obligation under the Agreement.
2. WNRN will retain all property rights in the Announcements. Client may not use the Announcements for any purpose other than transmission by WNRN pursuant to an Order.
Inability to Transmit and Substitution Programs; Make-Goods
1. If, due to public emergency or necessity, force majeure, restrictions imposed by law, acts of God; labor disputes, or for other cause, including mechanical breakdown beyond WNRN’s control, WNRN shall be unable to transmit or otherwise distribute any program or announcement to be transmitted under an Agreement, that transmission shall be canceled, and WNRN shall not be liable to Client. In such cases, make-goods will be scheduled.
2. Make-goods will be also scheduled in the event of: Unsatisfactory performance of Client copy or production as specified in an Order.
3. WNRN shall have the right to cancel any transmission or portion thereof to be made under an Agreement in order to transmit any program which it deems to be of public significance.
4. The Client’s failure to approve new copy or audio, or notify WNRN of copy changes does not constitute need for make-goods.
Non-Discrimination
1. In accordance with Paragraphs 49 and 50 of United States Federal Communications Commission Report and Order No. FCC 07-217, WNRN will not discriminate in any Agreement for underwriting on the basis of race or ethnicity, and all such agreements will be evaluated, negotiated and completed without regard to race or ethnicity.
Representations and Warranties; Indemnification and Hold Harmless
1. Client represents, warrants and agrees that: (i) WNRN’s use of any material furnished by Client pursuant to an Agreement or created by WNRN pursuant to Client’s instructions (“Client Materials”), in each case as authorized by Client, including, but not limited to broadcast of the Client Materials over the facilities of the WNRN shall not violate or infringe upon the rights of others; provided, however, that the foregoing representations and warranties shall not apply to any material furnished or added to the Client Materials after delivery to WNRN by any party other than Client, and (ii) Client (and the Client Materials) shall comply with all applicable federal, state and local laws and regulations, including, but not limited to, those of the FCC (e.g., indecency, EAS compliance and all other FCC regulations) and the FTC (e.g. the Telephone Consumer Protection Act) and FDA. Client acknowledges and agrees that, upon Client’s request, WNRN may create an announcement pursuant to Client’s instructions and that Client is solely responsible for the contents of the announcement and its compliance with applicable laws and regulations.
2. Client shall defend, hold harmless and indemnify WNRN, its parents and affiliates, and their respective officers, directors, employees and agents from any and all claims, actions, causes of action, liabilities, demands, damages or costs (including reasonable attorney fees) of whatsoever name or nature, including but not limited to (i) defamation, unlawful competition or trade practice, infringement of intellectual property or other property or personal rights (including but not limited to public performance rights with respect to music, spoken word or any other copyrightable material embodied in Client Materials); (ii) any breach or violation of any sort of the representations and warranties set forth in these Terms and Conditions; or (iii) claims arising from the products, services, operations, data, representations or warranties relating to, directly or indirectly, any Client Materials or to Client’s business, services, operations or prizes (if any).
3. WNRN does not guarantee that underwriting will fully reach the consumers Client desires to reach or that underwriting will produce any particular measurable outcome.
General
1. The Agreement is for the provision of announcements and/or displays of the Client for the purpose of underwriting Client’s specified products or services and is subject to all applicable federal, state and municipal regulations, including the rules of the Federal Communications Commission, the Federal Trade Commission, Food and Drug Administration and other federal entities. WNRN may make reproductions of Client Materials to effect the transmissions.
2. WNRN shall assume no liability for loss or damages to Client Materials and other property furnished by Client in connection with transmissions under an Agreement.
3. Client may not assign or transfer this Agreement without first obtaining the written consent of WNRN; nor is WNRN required to transmit any material under an Agreement for the benefit of any person or entity other than Client.
4. The failure of WNRN or Client to enforce any of the provisions of an Agreement shall not be construed as a waiver of that or any other provision.
5. Each Agreement contains the entire agreement between the parties relating to the subject matter in it, and no modification of its terms shall be effective unless in writing signed by both parties.
6. TO THE EXTENT PERMITTED BY LAW, WNRN MAKES NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, ABOUT THE SERVICES DESCRIBED IN an AGREEMENT AND DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. TO THE EXTENT PROVIDED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY (INCLUDING LIABILITY FOR INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND PUNITIVE DAMAGES) OTHER THAN AS SPECIFIED IN THIS AGREEMENT. WNRN’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH AN AGREEMENT, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), WILL IN NO CIRCUMSTANCES EXCEED THE AMOUNT PAID BY Client PURSUANT TO THE ORDER IN THE SIX-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NOTHING IN THIS SECTION OR THE AGREEMENT SHALL BE CONSTRUED TO EXCLUDE OR LIMIT ANY LIABILITY OF EITHER PARTY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW (SUCH AS FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION).
7. WNRN will supply a copy of its IRS 501(c)(3) (tax-exempt finding) letter to any client upon written (email acceptable) request.
8. WNWN herein verifies that no exclusivity or other such agreements in restraint of trade have been entered into, in accordance with the Communications Act of 1934 and other applicable laws.
9. Nothing in these Terms and Conditions or in any Order shall be interpreted as creating a partnership or other such arrangement between WNRN and Client.