Advertising Order Terms & Conditions

1. Agreement, Parties & Definitions

These Advertising Order Terms and Conditions (“Terms”) govern advertising and promotional services purchased from the NextWave broadcasting business identified in the applicable advertising order, insertion order, proposal, media plan, electronic checkout, written confirmation or other accepted campaign document (each, an “Order”).

The currently published NextWave advertising terms identify NextWave Radio Group, Inc. as the contracting party. The public-facing network is branded as NextWave Broadcasting Network. For purposes of these Terms, “NextWave” means the NextWave contracting entity identified in the applicable Order.

“Advertiser” means the advertiser purchasing the campaign and, where applicable, its advertising agency, media-buying service or authorized representative identified in the Order.

“Advertising Services” may include approved streaming audio advertising, station or show sponsorships, website or digital placements, sponsored articles or featured content, homepage promotions, newsletter or social placements, brand partnerships, custom campaigns and related creative or production services identified in an Order.

“Advertiser Materials” means copy, audio, music, trademarks, logos, artwork, URLs, landing pages, claims, offers, images, video, data, instructions and other material supplied by or on behalf of Advertiser.

If an agency or buying service acts for an advertiser, it acts as agent for the advertiser and not as agent for NextWave. Unless an Order expressly provides otherwise, the advertiser and agency or buying service remain responsible for obligations arising from the Order to the extent permitted by applicable law.

2. Advertising Orders & Acceptance

An Order should identify the material commercial terms of the campaign, which may include:

• Advertiser and agency or buying service, if applicable;
• campaign name or objective;
• stations, sites, programs or other inventory included;
• campaign start and end dates;
• commercial or creative length, where relevant;
• rates, fees, budget or billing method;
• estimated or contracted quantity, impressions, placements or sponsorship deliverables;
• creative or production services;
• reporting commitments, if any; and
• special conditions agreed in writing.

Advertiser accepts the applicable Order and these Terms through signature, electronic acceptance, payment, written authorization to proceed, delivery of campaign materials after receiving the Order, or another clear indication of acceptance.

3. Inventory, Stations, Scheduling & Placement

NextWave will use commercially reasonable efforts to provide the advertising inventory described in the Order. Unless the Order expressly guarantees a particular station, date, time, daypart, program, web position, article location, number of placements or other fixed placement, scheduling and positioning remain subject to inventory, programming, technical and operational requirements.

NextWave may schedule advertisements across one or more participating stations or properties identified in the Order. Current audio offerings may include 15-second, 30-second and 60-second commercials, as well as other formats expressly approved in writing.

Advertiser acknowledges that streaming and digital environments can vary by device, platform, geography, connectivity, ad-blocking technology, privacy settings, third-party distribution and other factors outside NextWave’s direct control.

NextWave may make reasonable scheduling substitutions or adjustments when necessary to operate the service, maintain programming standards, address technical conditions or respond to circumstances described in Section 10.

4. Fees, Billing, Payment & Collection

Advertiser will pay all fees and valid charges stated in the accepted Order. Billing may be based on fixed campaign fees, scheduled inventory, delivered impressions, sponsorship deliverables, production charges or another method identified in the Order.

If Advertiser provides a credit card, debit card or other payment method directly to NextWave or an authorized payment processor, Advertiser represents that it is authorized to use that payment method and authorizes charges consistent with the applicable Order.

Where recurring, staged or weekly billing is specified, Advertiser authorizes the applicable charges according to that billing schedule. Failure of a payment method does not relieve Advertiser of the obligation to pay amounts validly due.

Unless an Order expressly states otherwise, earned charges, delivered inventory, completed production work and expressly designated non-refundable fees remain payable and non-refundable.

If an overdue balance is referred for lawful collection, Advertiser may be responsible for reasonable collection costs, court costs and attorneys’ fees to the extent permitted by applicable law and the accepted agreement.

5. Advertiser Materials, Creative Approval & Deadlines

All Advertiser Materials are subject to NextWave review and approval. NextWave may reject, suspend, remove, request modification of or decline to distribute material that it reasonably believes:

• violates law, regulation or third-party rights;
• contains deceptive, misleading, defamatory, obscene or otherwise inappropriate content;
• does not meet technical or production requirements;
• creates unacceptable legal, reputational, security or platform risk;
• conflicts with station or network policies; or
• is otherwise unsuitable for the applicable audience, property or campaign.

Advertiser must deliver complete and final materials by the creative deadline communicated by NextWave. Delayed, incomplete or non-compliant materials may delay campaign launch, reduce available inventory or require schedule changes. Unless expressly agreed otherwise, such advertiser-caused delays do not automatically extend the campaign or eliminate charges for reserved services.

NextWave’s approval or technical acceptance of Advertiser Materials does not transfer legal responsibility for the advertiser’s claims, offers, rights or compliance to NextWave.

6. Commercial Production & Creative Services

When an Order includes copywriting, voice, production, editing or other creative services, NextWave may create advertising materials using information, claims, instructions and brand assets supplied or approved by Advertiser.

Advertiser is responsible for reviewing and approving factual statements, pricing, offers, disclaimers, trademarks, claims, telephone numbers, URLs and other substantive content before use.

Unless the accepted Order expressly grants broader rights, creative material produced entirely by NextWave for a campaign may be licensed for use within the applicable NextWave campaign only. Advertiser should obtain written permission before reusing NextWave-produced creative outside the purchased campaign.

Advertiser retains its pre-existing intellectual-property rights in materials supplied by Advertiser. Advertiser grants NextWave the non-exclusive rights reasonably necessary to reproduce, edit for technical compliance, transmit, display, distribute and otherwise use those materials to fulfill the Order.

7. Website Advertising, Sponsored Content & Other Digital Placements

Where an Order includes website banners, homepage placements, sponsored articles, featured content, social promotions, newsletters or other digital inventory, the Order should identify the principal deliverables and campaign period.

Digital placements may be affected by responsive layouts, device type, browser behavior, content updates, advertising rotation, caching, privacy settings, ad blockers, email-client rendering and third-party platforms. Unless expressly guaranteed in an Order, a particular screen position or uninterrupted placement is not guaranteed.

Sponsored or paid content may be labeled or disclosed as advertising, sponsored, promoted, partner content or similar language when NextWave determines disclosure is appropriate or required by law, regulation, platform standards or editorial policy.

Advertising or sponsorship does not entitle Advertiser to control independent editorial coverage, station playlists, reviews, news decisions, listener voting, charts or other editorial/programming decisions unless a specific branded-content deliverable is expressly stated in the Order.

8. Measurement, Impressions & Campaign Reporting

When a campaign is sold, billed or reported using impressions, plays, deliveries, page activity or other measured data, the applicable metrics may come from NextWave systems and/or third-party analytics, streaming, hosting, advertising or distribution providers.

Measurement systems may use different methodologies and may be affected by filtering, invalid traffic controls, device behavior, privacy settings, technical errors, caching, reporting delays and third-party platform rules. Accordingly, metrics from different providers may not match exactly.

Unless the Order expressly states a guaranteed delivery amount or measurement standard, forecasts, projections, estimated impressions, historical audience figures and expected performance are estimates rather than guaranteed results.

Any reporting commitment, reconciliation procedure or guaranteed-delivery remedy should be stated in the applicable Order.

9. Cancellation, Termination & Amounts Due

Either party may terminate an Order in accordance with the cancellation method and notice requirements stated in the Order or these Terms.

Upon termination, NextWave will use commercially reasonable efforts to stop future undelivered advertising, but immediate cessation cannot always be guaranteed because advertising may already be scheduled, distributed, cached, transmitted or committed through third-party systems.

Following cancellation or termination, Advertiser remains responsible for:

• valid non-refundable fees identified in the Order;
• advertising inventory, impressions, production work or other services already delivered or completed;
• amounts already committed to or incurred through approved third-party services; and
• any valid cancellation charge expressly stated in the accepted Order or these Terms.

10. Missed Inventory, Technical Problems, Force Majeure & Substitutions

NextWave will not be responsible for failure or delay caused by circumstances beyond its reasonable control, which may include severe weather, natural disaster, public emergency, governmental action, changes in law, labor dispute, internet or telecommunications failure, hosting or streaming outage, cyberattack, power failure, platform failure, equipment malfunction, acts of God or comparable events.

If contracted inventory cannot be delivered for such a reason, NextWave may, where commercially reasonable, cancel the affected placement, reschedule it, provide substantially comparable substitute inventory or use another remedy stated in the Order.

NextWave may interrupt or replace scheduled advertising when reasonably necessary for emergency, public-interest, legal, security, programming or operational reasons.

11. Advertiser Representations, Warranties & Compliance

Advertiser represents and warrants that:

• it has authority to enter into the Order and authorize the campaign;
• it owns or has all necessary rights, licenses, permissions and releases for Advertiser Materials;
• NextWave’s authorized use of Advertiser Materials will not infringe copyright, trademark, publicity, privacy, music, performance or other third-party rights;
• advertising claims, offers, pricing, testimonials, disclosures and representations are truthful, substantiated where required and not misleading;
• its products, services, promotions, contests and business practices comply with applicable law; and
• Advertiser Materials comply with applicable federal, state and local laws and regulations, including FTC requirements and, where applicable, FCC and other media rules.

If advertising includes music, spoken-word recordings, talent, photographs, trademarks or other protected material, Advertiser is responsible for obtaining the rights necessary for the intended advertising use unless an accepted Order expressly assigns that responsibility to NextWave.

12. Indemnification

To the extent permitted by applicable law, Advertiser will defend, indemnify and hold harmless NextWave, its applicable parents, affiliates, stations, officers, directors, employees, contractors and agents from third-party claims, liabilities, damages, losses, judgments, costs and reasonable attorneys’ fees arising from or relating to:

• Advertiser Materials or advertising claims supplied or approved by Advertiser;
• alleged infringement of intellectual-property, publicity, privacy, music or other third-party rights;
• defamation, deceptive practices or unlawful advertising attributable to Advertiser content;
• Advertiser’s products, services, contests, prizes, offers, business operations or customer representations; or
• Advertiser’s material breach of its representations, warranties or obligations under the agreement.

This section should be interpreted subject to any limits imposed by applicable law and any different written allocation of responsibility in the accepted Order.

13. Non-Discrimination

NextWave does not discriminate in the sale or negotiation of advertising on the basis of race or ethnicity. Advertising agreements will be evaluated and negotiated without regard to race or ethnicity.

Where applicable, this provision is intended to remain consistent with the non-discrimination principles reflected in Federal Communications Commission advertising contracting requirements cited in NextWave’s existing terms.

14. No Guarantee of Advertising Performance

NextWave does not guarantee that an advertisement or campaign will reach every intended consumer or produce a particular business outcome.

Without limiting the foregoing, NextWave does not guarantee a specific number of sales, leads, telephone calls, website visits, clicks, conversions, customers, revenue, profit, market share, brand-lift result, search-engine result or return on investment unless a specific measurable delivery obligation is expressly stated in the accepted Order.

Advertising performance can be affected by creative quality, offer, product-market fit, price, competition, landing pages, consumer demand, seasonality and many other factors beyond NextWave’s control.

15. Disclaimer of Warranties & Limitation of Liability

To the extent permitted by law, neither party will be liable to the other for incidental, indirect, special, consequential, exemplary or punitive damages, or for lost profits, arising from the advertising agreement, except where such exclusion is prohibited by law or a different remedy is expressly provided in the accepted agreement.

Consistent with NextWave’s currently published agreement, NextWave’s aggregate liability arising from an Order should not exceed the amount paid by Advertiser under the applicable advertising arrangement during the six-month period preceding the event giving rise to the claim, except to the extent such limitation is unenforceable or liability cannot lawfully be limited.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud or fraudulent misrepresentation where such liability cannot legally be waived.

16. Confidential Information, Data & Privacy

Each party may receive non-public business information in connection with a campaign. To the extent information is identified as confidential or reasonably should be understood as confidential, the receiving party should use reasonable care and use it only for legitimate purposes related to the advertising relationship, except as required by law.

Personal information collected through NextWave websites, forms, payment systems and advertising workflows is subject to the applicable NextWave Privacy Policy and the privacy practices of relevant third-party service providers.

Advertiser may not provide audience lists, customer data or other personal information to NextWave unless it has all rights, notices, consents and lawful bases required for the intended use and the transfer has been expressly approved by NextWave.

17. Assignment, Waiver & Severability

Advertiser may not assign or transfer an Order or these Terms without NextWave’s prior written consent, except as otherwise required by applicable law or expressly agreed in writing.

A party’s failure to enforce any provision does not waive that provision or any other right.

If a provision is held invalid or unenforceable, the remaining provisions remain in effect to the fullest extent permitted by law, and the invalid provision should be enforced or modified to the minimum extent necessary where legally permitted.

18. Dispute Resolution, Arbitration & Class-Action Waiver

Unless the parties’ accepted Order lawfully provides otherwise, a dispute or claim arising from or relating to the advertising agreement will be resolved through mandatory binding arbitration on an individual basis to the extent the arbitration provision is enforceable under applicable law.

The current agreement provides that arbitration will proceed under the then-applicable rules of the American Arbitration Association (“AAA”) and that the Federal Arbitration Act governs interpretation and enforcement of the arbitration provision.

The current agreement preserves the ability to bring an eligible individual action in U.S. small claims court and to seek limited temporary or preliminary individualized injunctive relief in court pending a final arbitration ruling, where applicable.

Pre-Arbitration Notice

Consistent with the currently published Terms, a party intending to seek arbitration must first provide a written notice describing the nature and basis of the dispute and the specific relief sought. The parties will use good-faith efforts to resolve the dispute directly before arbitration is commenced.

The currently published agreement uses a 30-day period after receipt of notice before either party may begin arbitration.

Information about AAA rules and filing procedures is available at ADR.org.

19. Entire Agreement, Changes & Electronic Acceptance

The accepted Order, these Terms and any exhibits, addenda or written campaign-specific terms incorporated into the Order constitute the agreement between the parties concerning the purchased advertising services and supersede prior discussions about that Order.

Material modifications to an accepted Order should be confirmed in writing or through another mutually accepted electronic process.

Electronic signatures, checkbox acceptance, online approval, payment authorization and other legally recognized electronic methods may constitute acceptance when used in the applicable transaction.

NextWave may update the general Terms posted on its website from time to time. Unless otherwise agreed or legally permitted, changes posted after an Order has already been accepted should not retroactively alter the material commercial terms of that Order.

20. Contact Information & Legal Notices

General advertising questions should be submitted through the NextWave advertising or contact pages. A legal notice required under an accepted agreement should follow the delivery method stated in that agreement.