HomeMy WebLinkAbout2005-166 Agrmt - Unique Screen
UNIQUESCREEN MEDIA, INC.
Client Service and Advertising Agreement
Mail Payments to: 4140 Thielman Lane · Suite 110 West · St. Cloud · MN . 5630 I
This Agreement, together with the Terms and Conditions on the reverse, and any other schedules and exhibits incorporated herein by reference
is entered into this ", ';- day of, '" 20 , ._~-, by and between UNIQUESCREEN MEDIA, INC. ("UniqueScreen")
and, \ , , (the "Client").
Theatre(s) covered by this Agre~ment: (collectively referred to as "Theatre").
Location of Theatre: /
Number of screens:
Approximate start date of Ad Flight: -<f I
Approximate end date of Ad Flight:
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1. Design Services' Subject to the Terms and Conditions contained herein, the UniqueScreen shall design and produce a digital/slide mu Itimedia color advertising
display ("Ad Creative") consisting of bOlth image displays and audio background, for display at the Theatre.
a. Me.di.a.. The Ad Creative will be produced using: (1) media material supplied by the Client, provided that the material is received by the UniqueScreen
within ten (10) days from the execution of this Agreement; or (2) if UniqueScreen does not receive all media materials from the Client within 10 days, UniqueScreen is
authorized to use agency photos and agency copy to produce the Ad Creative ("ContenC).
b. Desi~n Approval. Approximately 15-35 days prior to the premiere, UniqueScreen will provide Client with samples for proof on UniqueScreen's web site,
in print form or through E-mail. Client is. solely responsible for errors if proof has received final approval whether by written signature, E-mail acknowledgment or by
clicking the Final Approval button on the web site. Client acknowledges that time is of the essence, and failure to provide approval 1110 later that 15 days prior to
premiere may reduce the length of the Ad Flight and/or Services without penalty to UniqueScreen.
c. Change Orders Unless otherwise provided herein, the Ad Creative will not change during the term of this Agreement. In the event that Client has a
special need to change the Ad Creative, Client shall contact a UniqueScreen client service representative. There will be an additional production charge of up to
$650.00 for this service.
Notes:
2: Disolay of Advertis~ments - Service!!..:. Sub}e~t to the Te~s)and Conditions contain~,d herein, U~~queScreen will prav.ide Client with ?n-s~reen ad.vertising space for
display of the Ad Creative at the Theatre, conslstmg of ',L.. second ad spots ( Screen Ads ). The Screen Ads will be played before feature hlms at the Theatre
(befpre feature films means before movie previews and/or trailers) during the term of this Agreement. The Screen Ads will also be played before approximately
{)i;~' feature films at no additional charge to Client in contemplation of downtime caused by routine maintenance, projector lamp replacement, Screen Ad upgrades,
personnel training or other events beyond the control of UniqueScreen. Screen Ads and Ad Creative shall collectively be referred to as "Services".
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Notes:
3. ~The term of this Agreement shall commence upon the execution of this Agreement and shall continue for a period of " after the
premiere of the Screen Ad at the Theatre ("Ad Flight"), provided that UniqueScreen may automatically extend the term for such time as needed to run the contracted
number of Screen Ads.
4. Fees and Pavment.. Terms Client agrees to pay UniqueScreen $ . in (uP upon execution of this Agreement ("Service Fee"). Upon credit
approval by UniqueScreen"CIient may pay the Service Fee included iJI baJaIlfe owecLo,.f $ .' -f' I ! J by down payment of $ upon execution
of this Agreement and --/:::;2- equal installment payments of $ "~I ~- . If the installment payment option is selected, the billing cycle will commence
within 30 days from the date of execution of this Agreement. If payments come into default UniqueScreen reserves the right to call entire balance due and payable.
Notes:
P~ment 1)rpe Credit Card # or Bank Account #:
0 Gheck D Credit Card D Automatic Bank Debit
{
Paxment Method Credit Card Expiration Date: 1
q.! Included D Auto Deduct All Payments Bank Routing Number (9 Digits):
~ Sending D Auto Deduct Down Payment Only Name on Credit Card:
Authorizing Signatures:
The undersigned affirms that he or she is the authorized person to execute this Agreement and the above information is true and
correct. Client agrees to make all payments according to the terms of this Agreement. Client acknowledges that this Agreement is
subject to the Terms and Conditions on the reverse.
Entire A~reement: This A~reement constitutes the full and
entire understandin~ and a~reement het\\een UniqueSereen
ami Client and superL'edes any prior oral or \\Titten a~reements.
LlniqueSneen and Client ad,;no\\kd~e that there are no ora]
ulldersundill~s not contained in this :\~reement and further
ad~n()\\kd~e the il1\alidity of any such oral or prior a~reements.
X "l"-, ~,.(
Authorized signer for Client
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Date: . i
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Print ntlme of authorized signer
[n the event that unauthorized oral representations are made
that are not included in this ;\~reement. it is requested that the
:\~reement not he si~ned and that Client contacts UniqueSneen
at ~.2()-())-+-())7S to report such incident.
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Date:
UniqueScreen authorized signer
PLEASE PRINT THE FOLLOWING INFORMATION Information MUST be tilled out
.~~
Sales Representative
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Work Phone Number(s)
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Ad Apprp'val Cbntac;-....
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Busineks Name
Fax Number
, "'-'Circle one to indicate if: NEW or RENEWAL
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Mailing Address: Street or P.O. Box
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Mailing Address: City, State, Zip
Check Appropriate Box:
o Partnership
o Individual/Sole Proprietor
o Corporation OOtlier
Name of Owner, President or CEO
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Physical Address
Social Security Number or Tax ID Number
Electronic Mail Address
Corporate Address
Send Media Materials to: art@uniquescreenmedia.com (or to physical address located at the top)
visit us at:www.uniquescreenmedia.com
TERMS A.ND CONDITIONS
1. Media Content. AI1 Content provided by Client must be acceptable
for general audience viewillg. UniqueScreen is not responsible for the
Content submitted by Client and displayed in the Theatre. Client agrees
to hold harmless, defend and indemnify UniqueScreen and Theatre for
any copyright or trademark infringement, defamation, or violation of
FrC regulations resulting from the display of the Content.
2. Service Terms. U niqueScreen makes no representations about the
placement of Client's Screen Ad within the siide projector/digital
projector. UniqueScreen re5erves the right to edit, cancel or reject any
Content submitted by Cliem for any reason.
3. Payment Terms. Payment terms are net thirty (30) days. UniqueScreen
wil1 charge the lesser of one and one half percentage interest or the
highest rate allowable by law to late payments over thirty (3D) days. All
returned checks wil1 be charged an additional $28 fee, or
the highest amount allowed by law.
4. License and Ownership. Client grants UniqueScreen a nonexclusive,
worldwide license to use, reproduce, adapt and display Client's
trademarks, service marks, logos and al1 other Content provided by
Client. Client shall retain al1 rights in and to al1 materials, data and
similar information provided by Client to UniqueScreen for purpose
of creating the Ad Creative. Similarly, UniqueScreen shal1 retain all
rights in and to the Ad Creative, the Screen Ads and any of the related
media or other intel1ectual property provided by UniqueScreen related
to the foregoing, including any modifications, edits, customization or
repackaging of the Content.
5. Right to Refuse Advertising. UniqueScreen reserves the right to
reject or refuse any Content or immediately cease the display of any
Screen Ads that relate to alcohol or tobacco, that are not in compliance
with UniqueScreen's advertising policies, or that would expose
UniqueScreen, in its sole discretion to legal claims from third parties.
6. Client Representations and Warranties. Client represents and
warrants that: (a) the Content and the copy, display, modification or other
use of the Content as nece~;sary to perform the Services, does not and
will not violate or infringe upon the privacy, publicity, copyright,"patent,
trademark, trade secret or other proprietary or intellectual property rights
of any third party; (b) the Content does not contain an illegal, obscene,
libelous or otherwise inappropriate material; (c) the performance of
the Services related to the Content as requested by Client does not and
wil1 not during the term of this Agreement, violate any applicable code,
law, rule, regulation or order; and (d) Client has the full authority to
enter into and to fully perform all of its duties and obligations under
this Agreement. Client will defend and indemnify UniqueScreen and
hold UniqueScreen harmle"s against all costs, expenses and liabilities
(including attorneys' fees) arising from or related to (a) any claim by
any third party resulting from Client's breach of Client's representations
or warranties set forth herein; or (b) Client's breach or default under this
Agreement.
7. WARRANTY DISCLAIMER. THE SERVICES PROVIDED
HEREUNDER ARE FURNISHED BY UNIQUESCREEN
AND ACCEPTED BY CLIENT "AS IS," WITH ALL FAULTS
AND WITHOUT ANY WARRANTY WHATSOEVER. ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTIES OF IMPLIED MERCHANTABILITY
OR FITNESS FOR ANY PARTICULAR PURPOSE, ARE
SPECIFICALLY EXCLLDED AND DISCLAIMED.
8. LIMITATION OF REMEDIES. IN NO EVENT WILL
UNIQUESCREEN BE LIABLE TO CLIENT 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 THlISAGREEMENT, ORANYCONDITION
OR OPERATION CREATED BY THE THEATRE, EVEN IF
UNIQUESCREEN HAS UEEN ADVISED OF THE POSSIBILITY
OF SUCH LOSS OR DAMAGE. THE AGGREGATE LIABILITY
OF UNIQUESCREEN UPON ANY CLAIMS HOWSOEVER
ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY SERVICES FURNISHED OR TO BE FURNISHED
BY UNIQUESCREEN UNDER THIS AGREEMENT WILL IN
ANY EVENT BE ABSOLUTELY LIMITED TO THE AMOUNT
RECEIVED BY UNIQUESCREEN FROM CLIENT UNDER
THIS AGREEMENT.
9. Termination. Either party may terminate the Agreement itlhe other
party is in material breach or default of any obligation or warranty
hereunder, which breach or default is not cured within fifteen (15)
days of written notice from the other party. UniqueScreen may
terminate this Agreement immediately upon Client's breach of any of
the representations or warranties set forth in Section 6 of these Terms
and Conditions. If UniqueScreen terminates this Agreement for cause,
Client shall pay within 3D days of termination, the remaining balance
due under this Agreement.
10. Termination Charge. If Client terminates this Agreement, except
for cause under Section 9 of thest~ Terms and Conditions, Client shall
pay within 3D days of termination, the remaining balance due under
this Agreement. In no event shal1 Client be entitled to a refund of fees
paid.
11. General. (a) UniqueScreen shall not be liable for any delay or
failure in performing any obligation under this Agreement due to
any cause beyond its reasonable control; (b) The failure by either
party at any time to enforce any of the provisions of this Agreement
or any right or remedy available hereunder or at law or in equity, or
to exercise any option herein provided, shall not constitute a waiver
of such provision, right, remedy or option or in any way affect the
validity of this Agreement. The \'....aiver of any default by either party
shall not be deemed a continuing waiver, but shall apply solely to
the instance to which such waiver is directed; (c) Every provision
of this Agreement shall be construed, to the extent possible, so as
to be valid and enforceable, if any provision of this Agreement so
construed is held by a court of competent jurisdiction to be invalid,
illegal or otherwise unenforceable, such provision shall be deemed
severed from this Agreement, and all other provisions shall remain
in full force and effect; (d) This Agreement shall in all respects be
governed by and interpreted, construed and enforced in accordance
with the laws of the State of Minnesota, and any action between
UniqueScreen and Client shall be exclusively venued in a state or
federal court situated within the State of Minnesota; (e) Neither party
may assign, delegate or otherwise transfer this Agreement or any of
its rights or obligations hereunder without the prior written consent
of the 'other; (f) This Agreement shall be binding upon and inure to
the benefit of the parties and their respective successors and permitted
assigns; (g) UniqueScreen is an independent contractor and nothing
in this Agreement shall be construed as creating any joint venture,
partnership, employment or agency relationship between the parties
for any purpose whatsoever or as constituting either party as the legal
representative, guarantor, surety, employee or agent of the other; (h)
Neither party shall have the right or authority to assume, create or incur
any liability or obligation of any kind, express or implied, against or
in the name of or on behalf of the other; (i) This Agreement sets forth
the entire agreement and understanding between UniqueScreen and
Client regarding the subject matter hereof and supersedes any prior
representations, advertisements, statements, proposals, negotiations,
discussions, understandings, or agreements regarding the same
subject matter; U) The Terms and Conditions of this Agreement shall
prevail, notwithstanding any variance or inconsistency with the terms
and conditions of any purchase order or other document heretofore
or hereafter submitted by Client; (k) This Agreement may not be
modified or amended except by a writing signed by both parties; (1) A
fax or electronic signature of either party shall be treated as valid as an
original signature; (m) If either party commences an action for breach
of this Agreement, the prevailing party shall be entitled to reasonable
attorneys' fees.
~4.
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CITY RECORDER'S COpy
CITY OF
ASHLAND
20 E MAIN ST.
ASHLAND, OR 97520
(541) 488-5300
Page 1 / 1
06126
VENDOR: 005968
UNIQUE SCREEN MEDIA
4140 THIELMAN LANE SUITE 304
ST CLOUD, MN 56301
SHIP TO: Ashland Fiber Network
(541) 488-5354
90 N. MOUNTAIN
ASHLAND, OR 97520
FOB Point:
Terms: Net
Req. Del. Date: 6/1/2005
Speciallnst:
Req. No.:
Dept.: IT
Contact: Michael Ainsworth
Confirming? No
BILL TO: Account Payable
20 EAST MAl N ST
541-552-2028
ASHLAND, OR 97520
SUBTOTAL
TAX
FREIGHT
TOTAL
3740.00
0.00
0.00
3,740.00
---.J
VENDOR COpy
A reqlJest for a Purchase Order
REQUISITION FORM
<:ITY OF
ASHLAND
THIS REQUEST IS A:
D Change Order( existing PO # .
Date of Request: 16/1/05
Required Date of Delivery/Service: 17/16/05
Unique Screen Media
4140 Thielman Lane Suite 304
St Cloud, MN 56301
Vendor Name
Address
City, State, Zip
Telephone Number
Fax Number
Contact Name
'-7 L.- M ,"~ ;;r-;~ ~~ L L.:.c' ( .:f?--.A"~ r/
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c~ ~ -:5 ~--/- tb. 8 8
SOLICITATION PROCESS
Small Procurement o Sole Source 0 Invitation to Bid
o Less than $5,000 o Written findings attached (Copies on file)
o Quotes (Not required)
Cooperative Procurement 0 Request for ProDosal
o State of ORJW A contract (Copies on file)
Intermediate Procurement o Other govemmentagency contract 1XllJ< Special I Exempt Q~2 5 0 ()
o (3) Written Quotes 0 Copy of contract attached D Written findings atta · 0 · 70 5
(Copies attached) D Emergency
0 Contract # 0 Written findings attached
Description of SERVICES
Advertising on Varsity and Ashland Cinema screenso
ry -~ G~ :=>-- C' C;;~'
T4c>>tal Cost
D Per attached PROPOSAL
Item # Quantity
Unit
Description of MATERIALS
Unit Pric4!
Total Cost
Project Number ______ - ___.
D Per attached QUOTE
E 691011.07000.606100 (Note I suggest the liE 691/1 be changed as AFN is
Account Number ___-__-__'"__-______ no longer under electric depto)
* Items and services must be charged to the appropriate account numbers for the financia/s to reflect the actual expenditures accurately
By signing this requisition form, I certify that the information provided above meets the City of Ashland public contracting requirements,
and the documentation can be provided upon request. f~
Employee Signature:;f;ft'~ ~~ Supervisor/Dept. Head Signature: 1f/tJ. ~
/' .
G: Finance\Procedure\AP\Forms\8_Requisition form revised
Updated on: 5/31/2005