1. Media Content: All Content provided by Advertiser must be acceptable for general audience viewing. BeforeTheMovie® is not responsible for the Content submitted by Advertiser and displayed in the Theatre. Advertiser agrees to hold harmless, defend and indemnify BeforeTheMovie® and Theatre for any copyright or trademark infringement, defamation, or violation of FTC regulations resulting from the display of the Content/Spot. Further:
a. all content provided by the Advertiser must be received by BeforeTheMovie® within fourteen (14) days from execution of this Agreement. If BeforeTheMovie® does not receive all said materials from the Advertiser within 14 days, BeforeTheMovie® is authorized to use agency photos and agency copy to produce the Spot.
b. approximately 14 days prior to the Spot launch, BeforeTheMovie® will provide Advertiser with the Spot proof on the BeforeTheMovie® website, in print form or through email. Advertiser is solely responsible for errors once proof has received final approval, whether by written signature or email acknowledgement, or by clicking the Spot Approval button on the website. Advertiser acknowledges that time is of the essence, and failure to provide approval no later than 10 days prior to launch may reduce the length of the Spot Flight and/or Services without penalty to BeforeTheMovie®.
2. New Insertion or Change Orders: The original Spot(s) will be displayed as per this Agreement however, the start and finish dates are approximated and may be adjusted to complete the contracted number of spots. In the event that Advertiser wishes to change the Spot(s), Advertiser shall contact BeforeTheMovie® or the selling agent. There will be an additional production/insertion charge as quoted at the time of such request for change. The Insertion or Change Fee will be due in advance of such Change.
3. Pre Show Terms: BeforeTheMovie® makes no representations about the placement of Advertiser's Spot(s) within the pre-show program. BeforeTheMovie® reserves the right to edit, cancel or reject any Spot(s) submitted by Advertiser for any reason.
4. Payment Due Dates: Payments are due and payable by the 5th day of each month. BeforeTheMovie® will charge TEN (10) PERCENT INTEREST, or the highest rate allowed by law, to all payments not made within twenty five (25) days of their due date. Returned checks will be charged an additional $35.00 fee. If any payment or payments come into default, BeforeTheMovie® reserves the right to call entire balance due and payable.
5. Media Ownership and License: Advertiser grants BeforeTheMovie® a nonexclusive, worldwide license to use, reproduce, adapt and display Advertiser's trademarks, service marks, logos and all other Content provided by Advertiser. Advertiser shall retain all rights in and to all materials, data and similar information provided by Advertiser to BeforeTheMovie® for purpose of creating the "Spot(s)". Similarly, BeforeTheMovie® shall retain all rights in and to the Spot(s), and any of the related media or other intellectual property provided by BeforeTheMovie® related to the foregoing, including any modifications, edits, customization or repackaging of the Spot(s).
6. Right to Refuse Spot(s) or Content: BeforeTheMovie® reserves the right to reject or refuse any Spot(s) or immediately cease the display of any Spot(s) or Content for any reason and at its sole discretion.
7. Exhibition of Advertising Spot(s): The exhibition of Advertisers screen ad is subject to preemption and may be moved at the discretion of BeforeTheMovie®'s to a different location in the show.
8. Advertiser Representations and Warranties: Advertiser represents and warrants that: (a) the Content and the copy, display, modification or other use of the Content as necessary to perform the Services, does not and will not violate or infringe upon the privacy, publicity, copyright, patent, trademark, trade secret or other propriety or intellectual property rights of any third party; (b) the Content does not contain illegal, obscene, libelous or otherwise inappropriate material; (c) the performance of the Services related to the Content as requested by Advertiser does not, and will not during the term of this Agreement, violate any applicable code, law, rule, regulation or order; and (d) Advertiser has the full authority to enter into and to fully perform all of its duties and obligations under this Agreement. Advertiser will defend and indemnify BeforeTheMovie® and hold BeforeTheMovie® harmless against all costs, expenses and liabilities (including attorneys' fees) arising from or related to (a) any claim by any third party resulting from Advertiser's breach of Advertiser's representations or warranties set forth herein; or (b) Advertiser's breach or default under this Agreement.
9. Warranty Disclaimer: The services provided hereunder are furnished by BeforeTheMovie® and accepted by Advertiser "as is," with all faults and without any warranty whatsoever. All warranties, expressed or implied, including any warranties of implied merchantability or fitness for any particular purpose, are specifically excluded and disclaimed.
10. Remedies and Limitations Thereof: In no event will BeforeTheMovie® be liable to Advertiser or any other person for any lost profits, lost savings, lost data, or other special, consequential, incidental or punitive damages arising out of or relating to this Agreement, any service furnished or to be furnished under this Agreement, or any condition or operation created by the Theatre, even if BeforeTheMovie® has been advised of the possibility of such loss or damage. The aggregate liability of BeforeTheMovie® upon any claims howsoever arising out of or relating to this Agreement or any services furnished or to be furnished by BeforeTheMovie® under this Agreement will in any event be absolutely limited to the amount received by BeforeTheMovie® from Advertiser under the BeforeTheMovie® Advertising and Insertion Order Agreement.
11. Severability: If any provision of this Agreement shall be found to be invalid, illegal or unenforceable, in whole or in part, neither the validity of the remaining part of such provision nor the validity of any other provision shall be in any way affected thereby.
The Advertising and Insertion Order, including BeforeTheMovie® Terms and Conditions, constitute the final and entire agreement between BeforeTheMovie® and Advertiser and supersedes any prior oral and/or written agreements.
If you have questions, please contact us prior to signing the Insertion Order:
BeforeTheMovie® – 1411 Oliver Road, Suite 250, Fairfield, CA 94534(888) 453-7469 / Fax: (707) 200-4508.