Last updated: October 18, 2021

THESE PRODUCTION SERVICES TERMS AND CONDITIONS (THIS “AGREEMENT”) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU (“CLIENT”) AND CAPITOL BROADCASTING COMPANY, INC. AND ITS AFFILIATES AND GOVERN CLIENT’S USE AND ACCESS OF THE SERVICES (AS DEFINED BELOW). BY USING THE SERVICES, CLIENT AGREES TO CONTINUE TO BE BOUND BY EACH OF THE TERMS AND CONDITIONS SET FORTH HEREIN.

Capitol Broadcasting Company, Inc. d/b/a WRAL-TV, and its affiliates (collectively, “WRAL”) provides a range of creative and video production and services (collectively, the “Services”). Services may be ordered by Client via a sales order or other writing acknowledged by the Client that sets forth: (a) which Services are being purchased by Client; (b) the costs for the Services; and (c) other relevant details of the Services (the “Order”). This Agreement is incorporated by reference into and made a part of any Order, including changes to previous Orders, between WRAL and Client and shall govern the relationship between WRAL and Client.

1. Services and Client Materials

(a) WRAL shall provide, and Client shall pay for the Services described on the Order.

(b) To the extent Client provides any materials to WRAL for use in connection with the Services, including, but not limited to, video, audio, and script (the “Client Materials”), Client hereby grants to WRAL a perpetual, worldwide, non-exclusive, non-transferable, limited right and permission to use, copy, modify, edit, alter, change, reformat, publicly perform, exhibit, transmit, publish, republish, display, prepare derivative works, and distribute (collectively, “Use”), in whole or in part, the Client Materials in order to develop, create, exhibit, produce, or integrate the Client Materials for use in connection with the Services in any and all now known or hereafter existing uses, media platforms, means, and forms of exploitation for purposes of publicity or trade. To the extent Client is required to procure from a third-party the right and permission to Use such Client Materials, it shall be Client’s sole and exclusive responsibility to secure all such rights and permissions on behalf of WRAL.

(c) Client production sessions may not continue past scheduled times, unless approved in advance by WRAL. Client shall be responsible for payment of all Additional Fees (as defined below) and charges for production sessions which continue past scheduled times at WRAL’s then current rates.

(d) All rights in the material produced by WRAL or under the creative leadership of WRAL pursuant to this Agreement, including but not limited to intellectual property, master files, compressed files, raw video files, master tapes, work tapes, audio, visual and audio-visual works, literary works and compositions and any other production materials provided by WRAL (collectively, the “Products”) shall remain the property of WRAL. Except for Client’s use of the Products pursuant to this Agreement, solely in the form and for the purposes for which they were originally produced, Client shall have no right to use nor permit any other person or entity to use any of the Products for any purpose whatsoever, without the prior written consent of WRAL, email sufficing, which WRAL may withhold in its discretion. WRAL shall retain a copy of the Product for a period of up to two (2) years.

(e) WRAL will make available copies of the Products to Client at WRAL’s then current rates at WRAL’s discretion, provided the Client account is in good standing at the time of the request. The Products will be provided to the Client pursuant to a limited license and including any and all restrictions currently in place for WRAL including licensing agreements and any form of release or remunerations due with or to third parties. Client may use the Products within the limits of those licenses for other valid legal uses as Client sees fit for advertising and self-promotions for Client, provided that WRAL retains full ownership rights of the Product during and after such license.

2. Billing and Payments

(a) Client is responsible for payment of all fees, charges, costs, expenses, and taxes in connection with the Services set forth on the Order (“Fees”).

(b) Unless otherwise noted on the Order, the Fees listed on the Order are estimates. “Additional Fees” may include, but are not limited to administrative fees, fees for outside services, such as talent or location fees, equipment rentals, uploading and file compression fees, outside production or dubbing services, food services, hotel/car rentals, taxes, additional charges for time required due to Client’s failure to adhere to production scheduling or deadlines, or any other services or materials not supplied by Client or WRAL.

(c) All payments due hereunder are in U.S. dollars and are exclusive of any sales, use or similar applicable taxes, which shall be the sole responsibility of Client. Payment of Fees is due before commencement of Services unless Client has established credit terms with WRAL, in which case payment is due within thirty (30) days of the date of invoice. In the event Client fails to make timely payments, WRAL may discontinue, terminate, or suspend the Services.

3. Third Party Permissions. To the extent Client is required to procure on WRAL’s behalf (a) the right and permission to use, reuse, license others to use, publish, republish, photograph and record a third-party’s name, image, movements, or voice, (b) the right and permission to use certain real property for the purpose of photographing, recording, and videotaping scenes, both exterior and interior, for film or video production, and/or (c) a release from liability for any personal injuries, death, or damages to any third-party, it shall be Client’s sole and exclusive responsibility to secure such rights and permissions and WRAL reserves the right to require copies of documentation evidencing the same.

4. Term and Termination. The term of this Agreement is set forth on the applicable Order, unless terminated sooner as provided herein. Client may terminate this Agreement upon thirty (30) days prior written notice to WRAL in accordance with these terms. Either party may terminate the Order on thirty (30) days prior written notice if the other party is in material breach of its obligations under the Order and/or this Agreement and such breach has not been cured within such thirty (30) day period. Client acknowledges and agrees that it will be responsible for any obligations accrued through the effective termination date including expenses incurred not billed at time of notice of termination. All provisions of this Agreement that by their sense or nature should survive termination of the Agreement (including, without limitation, all limits of liability, indemnity obligations, and confidentiality obligations) shall so survive. Without limiting the generality of the foregoing, in the event of any termination, Client shall remain liable for any amounts due to WRAL as of the effective date of termination.

5. Client Representations; Warranties and Covenants. Client is solely responsible for any liability arising out of or relating to any content provided by Client hereunder, including without limitation the Client Materials. Client represents, warrants and covenants that the Client Materials do not and will not: (a) infringe on WRAL’s or any third party’s copyright, patent, trademark, trade secret, moral right or other proprietary rights or right of publicity or privacy; (b) violate any law, statute, ordinance or regulation, including, without limitation, laws and regulations governing export control, false advertising or unfair competition; (c) be defamatory or libelous; (d) be pornographic or obscene; or (e) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. Client further represents, warrants and covenants that the product or service that is being (or will be) promoted using the Products: (x) lawful and (y) not the subject of any ongoing investigation by any local, state or federal regulatory or quasi-regulatory authorities.

6. Indemnification. Client will indemnify, defend and hold harmless WRAL and their respective subsidiaries, affiliates and parent companies and each of their respective directors, officers, agents and employees and each of their successors and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, fees of any kind (including without limitation reasonable attorneys’ fees and expenses) incurred in connection with any claim, action or proceeding arising from or relating to the violation of any rights of any third party, including intellectual property, privacy, publicity or other proprietary rights by Client. WRAL reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Client. If WRAL does assume the defense of such a matter, Client will reasonably cooperate with WRAL in such defense. Client will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to, or any admission of wrongdoing by, any indemnified person or entity, without WRAL’s prior written consent.

7. Agency. Client represents and warrants that, in the event it is purchasing advertising on behalf of another company, it has been authorized by such company to act as its agent in all respects relating to this Agreement, including, without limitation, the making of any elections or giving of any consents (the “Authorizing Company”). Without limiting the generality of the foregoing, Client agrees on behalf of the Authorizing Company, that the Authorizing Company has been made aware of, and agrees to be bound by, this Agreement and as applicable any relevant third-party terms. Client and the Authorizing Company shall be jointly and severally liable for fulfillment of Client’s obligations under this Agreement, including all payment obligations. Prior to the purchasing of any advertising on behalf of the Authorizing Company, Client will provide WRAL with any elections and/or consents, executed by a duly authorized representative of the Authorizing Company, relating to the advertising.

8. Confidentiality. Except as may be required by applicable law, Client shall not disclose Confidential Information to any third party (other than its employees and representatives who are made aware of and agree to this restriction) without WRAL’s prior written consent. Except as otherwise expressly herein permitted, no party may issue a press release concerning the existence or terms of this Agreement without the prior written consent of the other party. “Confidential Information” means information about WRAL’s (or its suppliers’) business, products, technologies, strategies, financial information, operations or activities that is proprietary and confidential, including, without limitation, all business, financial, technical and any other information which, from all the relevant circumstances, should reasonably be assumed to be confidential and proprietary. Confidential Information will not include information that is: (a) in the possession of Client free of any obligation of confidentiality at the time of its disclosure; (b) or becomes publicly known other than by a breach of this provision; (c) received without restriction from a non-party free to disclose it; and/or (d) developed independently by Client without reference to the Confidential Information. In addition, information, whether or not Confidential Information, may be disclosed by Client as may be required by applicable law, rule, regulation, or lawful process, provided that, Client, to the extent permitted by applicable law, rule, regulation, or lawful process, first notifies WRAL in order to permit WRAL to seek reasonable protective arrangements.

9. DISCLAIMER OF WARRANTIES. WRAL PROVIDES THE SERVICES PERFORMED HEREUNDER ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND. WRAL DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WRAL WILL HAVE NO LIABILITY FOR ANY: (i) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR INFORMATION; (ii) CLAIMS RELATING TO BREACH OF INTELLECTUAL PROPERTY LAWS OR DEFAMATION; (iii) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM CLIENT’S ACCESS TO OR USE OF THE SERVICES; (iv) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SERVICES BY ANY THIRD PARTY; (v) LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE SERVICES; OR (vi) MATTERS BEYOND ITS OR THEIR REASONABLE CONTROL. WRAL DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED, OFFERED OR PROVIDED BY A THIRD PARTY ON OR THROUGH THE SERVICES. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WRAL AND ITS AFFILIATES EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, AT ANY TIME IN THE PAST OR FUTURE, FROM USE OF ANY THIRD-PARTY WEBSITE, CONTENT, SERVICE OR PRODUCT.

10. LIMITATIONS OF LIABILITY.

(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOSS OF USE, LOST BUSINESS, LOST DATA OR LOST PROFITS (EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THE FOREGOING EXCLUSION OF LIABILITY WILL NOT APPLY TO (I) CLIENT’S INDEMNIFICATION OBLIGATIONS, INCLUDING ANY AMOUNTS PAYABLE IN CONNECTION THEREWITH; (II) TO CLIENT’S CONFIDENTIALITY OBLIGATIONS AND (III) CLIENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL WRAL’S CUMULATIVE, AGGREGATE LIABILITY TO CLIENT OR ANY THIRD PARTY EXCEED THE NET AMOUNTS RECEIVED BY WRAL HEREUNDER DURING THE 12-MONTH PERIOD IMMEDIATELY PRIOR TO THE INCIDENT GIVING RISE TO SUCH LIABILITY.

(b) Prohibition on Certain Exclusions. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to Client. To the extent WRAL may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of WRAL’s liability will be the minimum permitted under such law.

(c) Timing of Claims. Client agrees that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement must be filed within one year after such claim or cause of action arose or be forever barred, provided that, this section shall not in any way limit the time in which claims for infringement or misappropriation of intellectual property rights may be brought.

(d) Acknowledgement. Each party acknowledges that the other party has entered into this Agreement in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.

11. Miscellaneous.

(a) Governing Law/Venue. This Agreement will be governed and construed in accordance with the laws of the State of North Carolina without giving effect to conflict of law rules or principles. In the event that a dispute arises with respect to the terms of this Agreement, Client agrees that the exclusive and sole venue for the resolution shall be a court of competent jurisdiction in North Carolina and further agrees to submit to the jurisdiction of the same.

(b) Entire Agreement/Amendment. This Agreement (which includes the Order, and any payment authorization forms) sets forth the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter hereof.

(c) Notices. Any written notices to WRAL required under this Agreement shall be provided by registered mail with proof of delivery or by overnight courier, signature required, to WRAL’s then current corporate headquarters address (as shown on www.wral.com), Attn: General Counsel with a copy sent by email to notices@wral.com. Notices shall be deemed delivered upon actual receipt of hard copy as evidenced by signature proof of delivery.

(d) Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.

(e) Assignment. Client may not assign this Agreement without the prior written consent of WRAL. WRAL may assign this Agreement in whole or in part to any affiliate or to a party that acquires all or substantially all of the assets or business to which this Agreement relates. The parties’ rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors and joint administrators and permitted assigns.

(f) Independent Contractors. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement.

(g) Force Majeure. Neither party shall have any liability for any failure or delay (other than with respect to payment obligations) resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown or any other condition affecting production or delivery in any manner beyond the reasonable control of such party.