I: Terms and Conditions for Advertising Services

  1. Unless stated otherwise in the contract, client agrees to furnish print-ready artwork for approval, print production, and installation at least ten (10) business days before the intended installation date for standard exterior ads, three (3) business days for digital
    ads, and fifteen (15) business days for large format ads. All artwork for print advertising in the annual Maps & Schedules book must be received by June 1. The text and illustrations on the advertising artwork shall be subject to MTD’s Advertising Policies and MTD’s decision as to acceptability shall be final.
  2. Loss of service due to failure of the Client to furnish artwork for approval, production, and installation on the timeline stated in the contract shall be the Client’s loss. The Client’s failure to timely furnish artwork for all contracted vehicle spaces shall constitute a partial breach of contract and entitle MTD to offer the unused space to other interested parties. MTD will issue a credit to Client for prepaid space rental in an amount equal to fees received from others for the unused portion of Client’s contract. Production fees are refundable on unused production services.
  3. Should Client’s cards or posters be damaged, defaced, mutilated, or spoiled by reason of storm, flood, strikes, ordinary wear and tear, or any other cause, replacement cards or posters shall be furnished by the Client upon MTD’s request, without liability or expense on the part of MTD.
  4. To the fullest extent allowed by law, Client shall indemnify, defend, and save harmless MTD against any and all claims, demands, suits, actions or proceedings of any kind or nature, including Worker’s Compensation claims, and including the cost of defending same including costs and attorney’s fees, of or by anyone whomsoever, in any way resulting from or arising out of the operations of the Client or the Client’s employees or subcontractors and acts or omissions of employees or agents of Client, unless caused solely by MTD, its officers or employees.
    Client shall indemnify and save harmless MTD against any liability to which MTD may be subjected by reason of the advertising material displayed under this contract, including but not limited to liability for infringements of trademarks, trade names, copyrights, invasion of privacy rights, defamation, illegal competition or trade practices, as well as including all costs and attorney’s fees incurred in defending such action.
  5. Loss of service due to strike, lockout, fire, flood, riot or other causes beyond the control of MTD shall not constitute breach of this agreement, but in such event, Client shall be entitled to a pro rata credit for such loss or, at the option of the MTD, additional service or an extension of the term of service equivalent to the service lost.
  6. In the event of an accident involving an MTD vehicle which results in the vehicle being taken out of service, extensions or credits to the advertising contract may be available.
    1. If a vehicle is out of service for less than 5 calendar days, no extension or credit will be granted.
    2. If the vehicle is out of service for more than 5 calendar days but less than a month, MTD will contact Client immediately and offer the option to extend the contract equal to the number of days the vehicle was out of service, or, if the advertisement is time-sensitive, MTD will credit the account for the number of days the vehicle was out of service.
    3. If the vehicle will be out of service more than one-month:
      1. standard format ads (kings, queens, and tail panels) will be reprinted by MTD and installed on a new coach at no cost to the client.
      2. . large format ads (kongs and wraps) will be offered an extension equal to the number of days out of service, or credits if the advertisement is time-sensitive.
  7. Client’s artwork and materials must meet all MTD Advertising Policies and Terms and Conditions for Production, Installation, and Removal. MTD reserves the right to reject or remove any advertising which it deems not to be in full compliance with these guidelines. It is the responsibility of the Client to review artwork with MTD prior to production to ensure compliance.
  8. This contract is subject to all Federal, State, and municipal laws and regulations with respect to the advertising matter to be displayed. In the event such advertising becomes illegal, MTD reserves the right to terminate same, and the Client shall receive a pro rata credit from the date of removal of such advertisement.
  9. Payment of one-time production, installation, and removal (PIR) fees and conditions for cancellations:
    1. Production, installation, and removal are coordinated by MTD. Upon receipt of a signed contract and approved artwork, MTD will bill the Client for production fees, which are to be paid prior to installation, unless otherwise agreed upon and stated in the contract.
    2. Payments for PIR fees that exceed $1,000 may be spread out over half the life of the contract at Client’s election (e.g. a $6,000 wrap production for a 12-month contract could be spread out over the first 6 months at $1000/month plus the monthly rental fees). Such arrangement must be discussed with MTD and agreed upon in advance in writing.
    3. Contracts that are cancelled must pay all outstanding rental fees and remaining production fees upon notice of cancellation. Thirty (30) days’ notice must be provided for cancellations and rental fees for that month paid at the time of notice.
    4. As production costs will be negotiated at a bulk rate with MTD’s vendor, MTD will handle all PIR directly and all the costs will be billed to the Client by MTD.
  10. Termination/Cancellation:
    1. This contract may not be terminated by Client in the first six months, or until all production fees and outstanding invoices have been paid in full. After this period, Client may cancel the contract without prejudice after completion of any month’s service by giving at least thirty (30) days written notice to MTD.
    2. MTD may terminate this contract at any time with thirty (30) days written notice to Client.
    3. In the event that any of the provisions of this Contract are violated by the Client, its agents, or employees, or MTD reasonably believes such violation is likely, MTD may serve notice upon the Client of intention to terminate unless certain remedial actions are taken. Unless within five (5) calendar days after the serving of such notice upon the Client such violation shall cease and/or arrangements satisfactory to MTD for correction be made, the Contract shall upon expiration of said five (5) calendar days cease and terminate with no further notice. In the event such default poses a risk or threat to public safety or welfare, MTD may terminate the contract immediately by sending written notice to the Client.
    4. Upon termination of this agreement for any reason, all advertising done hereunder, including short term rates or other unpaid charges under this contract, shall become immediately due and payable. In the event of a breach of this agreement, MTD shall be discharged from any obligation to continue to display the Client’s copy. MTD shall not be responsible for interior advertising materials not reclaimed by the Client within ten (10) days after expiration of the contract. MTD shall not be responsible for the return of any exterior
      advertising materials already mounted (i.e. pasted or similarly affixed to panels owned by MTD).
  11. Client shall be responsible for all costs incurred by MTD to enforce any provision of this Contract and/or to remedy any Client default or breach of this Contract, including, in the event of suit for collection of unpaid accounts, all costs of suit, including reasonable attorney’s fees.
  12. No waiver of any term or condition of MTD’s advertising service or agreement, including acceptance of late payment, shall be construed as a waiver of any other term or condition, including timeliness of payment.
  13. This Contract is not assignable by the Client without advance written permission from MTD.
  14. This contract consists of the Order Summary, MTD’s Advertising Policies, the Terms and Conditions for Advertising Services, and the Terms and Conditions for Installation, Removal, and Materials. No other representation or assurance, verbal or written, shall
    affect or alter the obligation of either party hereto. The contract becomes effective when executed by both parties and contains the full agreement of the parties.
  15. Any bill rendered to the agency and/or Client shall be conclusive as to the correctness of the items therein set forth and shall constitute an account stated unless written objection is made thereto by the agency and/or Client within thirty (30) days from the
    rendering thereof.
  16. Contracts with rental fees of $500 or less will be billed upfront along with initial PIR fees. Contracts above $500 will be billed monthly, unless otherwise agreed upon and stated in writing.

II: Terms and Conditions for Installation, Removal, and Materials

  1. All artwork must be approved by MTD prior to print and installation.
  2. All advertisements will be contracted for a maximum of 24 months, unless Client agrees at the expiration of the contract to replace existing artwork with new materials in order to maintain the quality of the advertisement and minimize potential paint damage upon removal.
  3. The following standards apply to installation, design, and materials of advertisements. Any exceptions must receive written approval from MTD in the advertising contract prior to production and installation.:
    1. . Exterior advertising must be sized appropriately for the contracted space and will be applied using vinyl that is 3M Controltac Plus.
    2. Interior ads for contracts of one month may be printed on heavy duty, nonglossy cardstock in 130# cardstock or equivalent. Contracts over one month must utilize flexible vinyl/plastic signage to allow for long-term durability and sanitation efforts. (All interior ads are sized at 17” wide x 11” tall).
    3. Kiosk art must be provided in JPG format using 300 DPI resolution. (Kiosk art must be provided in two sizes: Length x Height: 1080p x 480p and/or 540p x 1080p)
    4. All advertisements must be provided in the appropriate formatting and sizing in order to be produced and installed.
    5. Upon approval of artwork, the materials will be sent for production by MTD. Once delivered, installation will be provided by MTD within seven service days of receipt. Installations occurring later than seven service days of receipt and after the contract date will qualify for an extension of the contract by an equal number of days, should the Client elect such an extension. Prorated refunds in the event of an installation delay beyond seven service days will only be applied if the advertisement is timesensitive and MTD was at fault for  the delay.
    6. On buses, advertising material may not be placed:
      1. On the front windows and front door.
      2. On the curbside first window after the entrance door and the driver’s streetside window, which is to be left clear of any vinyl.
      3. Over air/exhaust vents such that the air cannot pass through the material.
      4. Over bi-parting service doors, unless the material is cut to allow the opening of such doors.
      5. Over mechanical access panels, unless the material is cut to allow opening of such panels.
      6. Over emergency lights, door lights, fog lights or headlights.
      7. Over vehicle numbers, disability logos, and notices/safety signs. Those items may be recreated in contrasting colors for visibility and placed over the advertising artwork in the same location. The quantity and locations of the required stickers for individual
        vehicles must be verified by an MTD representative prior to design and installation of advertising materials as the fleet is not consistent for these notices and each vehicle model and type will vary.
      8. On front, side and rear destination signs. They must always be clear and never covered with advertising.
      9. Over any portion of a vehicle in a manner that interferes with the safe operation of the vehicle.
    7. On vans, advertising:
      1. Should not include full wraps.
      2. Partial wraps may cover the streetside and rear only.
      3. Partial wraps will be evaluated on a case-by-case basis, with consideration to ADA needs being priority.
      4. Should always retain MTD branding in the original location on all vans.
    8. Restricted elements may vary for different vehicle models, which should be considered with each individual design. Compliance must be verified with MTD prior to approval and installation.
    9. All vehicle numbers must always be visible in a high-contrasting color on all of their original placement spaces. The Client shall bear the cost of maintaining the vehicle number on the design.
    10. The designs for large format ads should maintain window visibility and natural light. Designs covering the full window must utilize perforated vinyl (50/50). If the design uses contoured cut outs, solid vinyl must be used and the window cannot be covered more than 50%.
    11. Additional details regarding specifications and guidelines will be provided in the Order Summary