OPB Sponsorship Terms And Conditions 2016 02 19

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Oregon Public Broadcasting
Terms and Conditions
for Sponsorship of OPB Programs
These Terms are entered into by OPB and you ("Sponsor") pursuant to the
attached Sponsorship Agreement ("Agreement") and govern your participation in OPB's
sponsorship programs and services.
Sponsorship Acknowledgement. OPB will provide an acknowledgment of Sponsor's
support as set forth in the Agreement (the "Acknowledgment"). The Acknowledgment will meet
OPB's editorial policy, the provisions of Sections 2 and 3 of this Agreement, and any guidelines
adopted by OPB.
Sponsor Payment. Sponsor will remit to OPB the amount listed in the Sponsorship

Agreement.
Broadcast Acknowledgment Restrictions.
A.

FCC Restrictions. An Acknowledgment that is broadcast on radio or television

(a "Broadcast Acknowledgment") is subject to the underwriting and fundraising requirements set
forth in 47 U.S.C. § 399b and the corresponding regulations and rules set forth by the FCC
(collectively "FCC Rules"). All Broadcast Acknowledgments will comply strictly with the FCC
Rules and OPB's Underwriting Policy.
B.
IRS Restrictions - Qualified Sponsorship Payment. For Broadcast
Acknowledgment arrangements, any payments is intended to be a Qualified Sponsorship
Payment ("QSP"), as that term is defined in Treas. Reg. § 1.513-4(c). To qualify as a QSP,
Sponsor may not receive a Substantial Return Benefit. The IRS defines four categories of
Substantial Return Benefits: (A) advertising, (B) exclusive provider arrangements, (C) goods,
facilities, services, or other privileges, and (D) rights to use an intangible asset.
i.

Advertising. An Acknowledgment will not contain advertisement

messages as defined in the FCC Rules.
ii.

Exclusive Provider Arrangements. Nothing in this Agreement

reserves to Sponsor the exclusive right to sell, distribute, provide, or make available through
OPB events or other channels any of the products or services of Sponsor on an exclusive basis.
iii.
Goods, Facilities, Services, or Other Privileges. Nothing in this
Agreement provides to Sponsor the right to any of OPB's goods, facilities, or other privileges.
iv.
No Right to Use an Intangible Asset of OPB. Nothing in this
Agreement permits Sponsor to the use of any intangible assets of OPB, including but not limited
to the OPB logo or brand.

Creation of Sponsor Acknowledgment. Sponsor and OPB will work together to create the
Acknowledgment. Neither the Acknowledgment, nor any materials used to create the
Acknowledgment will contain malware, spyware, or any other malicious code. In delivering such
materials, neither party will breach or circumvent any security measure.
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Rev 2016-01

Warranty and Rights. Sponsor warrants that all materials provided for use in the
Acknowledgment are owned by the Sponsor, that no other party has a right to such materials, and
that there is no dispute as to Sponsor's trademarks or other content to be used in the
Acknowledgment. Sponsor grants to OPB a license to use such content for purposes of this
Agreement.
Termination. Either party may terminate this Agreement upon 10 days written notice.
Termination will not excuse Sponsors obligation to remit payment for Acknowledgments made
before the termination of the Agreement in an amount reasonably calculated by OPB to account
for the creation of the Acknowledgement and the number of times such Acknowledgement was
broadcast, displayed, or published.
Limitation of Liability. No party may be held liable under these Terms or arising out of, or
related to, performance of these Terms for any damages other than direct damages, even if the
party is aware of, or should know that, such damages are possible and even if direct damages fail
to provide a suitable remedy.
Indemnification. Sponsor will indemnify OPB, its partners, agents, affiliates, and licensees
from any third party claim or liability arising out of, or related to, a breach of these Terms by
Sponsor.
Miscellaneous. (a) All claims arising out of, or relating to, these Terms or the programs will
be governed by Oregon law, excluding Oregon's conflict of laws rules, and will be litigated
exclusively in the federal or state courts of Multnomah County, Oregon, USA. The parties
consent to personal jurisdiction in those courts. (b) Nothing in these Terms will limit a party's
ability to seek equitable relief. (c) These Terms and the Agreement are the parties' entire
agreement relating to this sponsorship and supersede any other agreement on that subject. (d) All
notices of termination or breach must be in writing and addressed to the other party's Legal
Department (or if it is not known if the other party has a Legal Department then to the other
party's primary contact). The email address for notices being sent to OPB's Legal Department is
legal@opb.org. All other notices must be in writing and addressed to the other party's primary
contact. Notice will be treated as given on receipt, as verified by written or automated receipt or
by electronic log (as applicable). (f) Except for modifications to these Terms by OPB under
Section 11, any amendment must be agreed to by both parties and expressly state that it is
amending these Terms. Neither party will be treated as having waived any rights by not
exercising (or delaying the exercise of) any rights under these Terms. If any provision of these
Terms is found unenforceable, the balance of the Terms will remain in full force and effect. (g)
Neither party may assign any part of these Terms without the written consent of the other
party. (h) These Terms do not create any agency, partnership, or joint venture among the parties.
(i) Except for payment obligations, no party or its affiliates is liable for failure or delay in
performance to the extent caused by circumstances beyond its reasonable control.
Modification of Terms. OPB may add, delete, or modify these Terms at any time without
liability. The modified Terms will be distributed electronically to Sponsor. Sponsor should
review these Terms regularly. Changes to the Terms will not apply retroactively and will become
effective seven days after distribution. Changes specific to new functionality or changes made
for legal reasons will be effective immediately upon notice. In all cases, the running of any
Acknowledgment after termination is in OPB's sole discretion.
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END OF TERMS AND CONDITIONS



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