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HomeMy WebLinkAboutFentanyl Agreement Outfront signed..pdfOUTFRONT Media5678 East ShieldsFresno,CA 93727-9984(559) 292-8300(559) 292-8434AdvertAdvertiseriserBill-TBill-To#o#1144996Fresno CountyAdministrativeOffice2281 Tulare Street, Room 304Fresno, CA 93721559-600-1224Attn: Sonja DostiADVERTISER AGREEMENTADVERTISERAGREEMENTADVERTISER AGREEMENTPAGE 1PAGE 1OF 9OF 9CONTRACONTRACT NOCT NO.:.:33192533192511DATE:DATE:07/2707/27/21/21ADVERTADVERTISER:ISER:FentanylCampaignACCOUNACCOUNT EXET EXECUTIVCUTIVE:E:Stephanie DeLong (N18)BRAND:BRAND:CLIENTCLIENTSUPPLSUPPLIES PIES PRODUCRODUCTION:TION:YesCAMPAICAMPAIGN:GN:Copy must meCopymust meet Productioet Production specificatn specifications and beions and bereceived 10received 10working daworking days prior toys prior toeach adverteach advertising periising period.od.THIS AGREEMENT AND THE COPY TO BE DISPLAYED HEREUNDER IS SUBJECT TO THE APPROVAL OF OUTFRONT MEDIA'SMARKET GENERAL MANAGER AND THE OWNER OF THE LOCATION AS APPLICABLESubject to the terms of the Production Information Addendum Page and the OUTFRONT Media Terms and Conditions of Advertising Service each attachedhereto and made a part hereof, "ADVERTISER/AGENCY" hereby contracts with OUTFRONT Media ("Company") for the display of advertisingCopy ("Copy") on the outdoor advertising display(s) described below, commencing approximately on the commencement date of the Advertising Period listedbelow. Advertiser/Agency shall provide the Copy in the form and type specified by Company.See PrSee Productoduction Iion InformnformationationAddenAddendum pdum page foage for shipr shippingpingquantiquantitiestiesand aand addressddresses.es.MarketMarketMediaMedia/Loca/Location(tion(s)s)SizeSizeGRP/GRP/IMP 18IMP 18++UnitsUnitsAdverAdvertisintisinggPerioPerioddNo. ofNo. ofPeriodPeriodss**PerioPeriod Cosd CosttFresno, CA PostersPosters/Fresno County10'5"H x 22'8"WUNIT 5 08/30/21-02/13/22 6.00 4W $2,500.00Fresno, CA PostersPosters/Metro General Market10'5"H x 22'8"WUNIT 10 08/30/21-02/13/22 6.00 4W $5,000.00Fresno, CAMobile AdsPACKAGE 1 08/16/21-01/30/22 6.00 4W $8,200.00Fresno, CABulletins14'H X 48'WUNIT 2 08/16/21-01/30/22 6.00 4W $5,000.00Fresno, CABulletins14'H X 48'WUNIT 2 08/23/21-02/06/22 6.00 4W $0.00S/A BonusSpeciaSpecial Insl Instructitructions:ons:Net SpNet Space Toace Total:tal:$183,900.00Net NoNet Non-Spacn-Space Tote Total:al:$10,620.00Net AgNet Agreemenreement Tott Total:al:$194,520.00THIS AGREEMENT IS NON-CATHISAGREEMENT IS NON-CANCELABLE BY ADVERTISER/ANCELABLE BY ADVERTISER/AGENCY EXCEPT AS SET FGENCY EXCEPT AS SET FORTH IN THE TERMS ANDORTH IN THE TERMS ANDCONDITIONS ATTACHED HERECONDITIONS ATTACHED HERETO WITH RESPECT TO TRATO WITH RESPECT TO TRANSIT DISPLAYS ONLY. THNSIT DISPLAYS ONLY. THIS AGREEMENTIS AGREEMENTCONSISTS OF THIS PAGE, TCONSISTS OF THIS PAGE, THE PRODUCTION INFORMATIHE PRODUCTION INFORMATION ADDENDUM PAGE, THE ADON ADDENDUM PAGE, THE ADVERTISING NON-SPACE AGVERTISING NON-SPACE AGREEMENT (IF APPLICABLE)REEMENT (IF APPLICABLE)AND THE OUTFRONT MEDIAND THE OUTFRONT MEDIA TERMS AND CONDITIONSA TERMS AND CONDITIONSOF ADVERTISINGOF ADVERTISINGSERVICE INCORPORATED HERSERVICE INCORPORATED HEREIN ALL OF WHICH ADVERTEIN ALL OF WHICH ADVERTISER/AGENCY HEREBY ACKNISER/AGENCY HEREBY ACKNOWLEDGES RECEIVING AND AOWLEDGES RECEIVING AND APPROVING. ANY MISSING PPPROVING. ANY MISSING PAGES OF THIS AGREEMEAGES OF THIS AGREEMENT MAY BE OBTAINED OR RENT MAY BE OBTAINED OR REQUESTEDQUESTEDTHROUGH ANY OUTFRONT MEDTHROUGH ANY OUTFRONT MEDIA OFFICE OR REPRESENIA OFFICE OR REPRESENTATIVE IF LOST OR NOTTATIVE IF LOST OR NOTRECEIVED BY ADVERTISERECEIVED BY ADVERTISER/AGENCY. FACSIMILE SR/AGENCY. FACSIMILE SIGNATURES SHALL HAVE THIGNATURES SHALL HAVE THE SAME FORCE AND EFFECTE SAME FORCE AND EFFECTAS ORIGINALAS ORIGINALSIGNATURES. THIS AGREEMESIGNATURES. THIS AGREEMENT MAY BE EXECUTED INNT MAY BE EXECUTED INSEVERAL COUNTERPARTS,SEVERAL COUNTERPARTS,EACH OF WHICH SHALL CEACH OF WHICH SHALL CONSTITUTE ONE AND THONSTITUTE ONE AND THE SAME COPY. AGENCYE SAME COPY. AGENCYAND/OR THE SIGNATORYAND/OR THE SIGNATORYHERETOREPRESENTSHERETOREPRESENTSAND WARRANTS THAT THEY AAND WARRANTS THAT THEY ARE AUTHORIZED TO EXECUTRE AUTHORIZED TO EXECUTE THE SAME ON BEHALF OFE THE SAME ON BEHALF OFAND BIND THE ADVERTISAND BIND THE ADVERTISER AND THAT THE ADVEER AND THAT THE ADVERTISER APPROVES SAME.RTISER APPROVES SAME.ACCEPTED AND AGREED TO BY - OUTFRONT MEDIAADVERTISER/AGENCYAUTHORIZED SIGNATURE - TITLEBYDATEPLEASE PRINTDATENAME- TITLE* Peri* Period Cood Codes:des:M=MontM=Monthly; Whly; W=Weekl=Weekly; 4Wy; 4W=4 We=4 Weeks;eks;D=DaiD=Daily; Oly; OT=OneT=OneTime TTime TF=TilF=Till Forl Forbidbid8/5/21 Page 6 oPage 6 of 9f 9OUTFRONT MEDIA TERMS AND CONDITIONS OF ADVERTISING SERVICEOUTFRONT MEDIA TERMS AND CONDITIONS OF ADVERTISING SERVICEOUTFRONT MEDIA TERMS AND CONDITIONS OF ADVERTISING SERVICE1. Scope1. Scope of the Cof the Contract.ontract.As usedAs used in thesin these termse terms and condand conditions,itions,"Company"Company" means" means OUTFRONTOUTFRONT Media aMedia and "Advend "Advertiser"rtiser"means, jmeans, jointlyointlyand seveand severally, trally, the adverhe advertiser natiser named on tmed on the facihe facing pageng page to whichto which this terthis terms and cms and conditioonditions are ans are attached,ttached,togethetogether withr with the advethe advertisingrtisingagency oagency or otherr other agent(s)agent(s)or licenor licensee(s) osee(s) of the adf the advertiservertiser, if an, if any ("Agey ("Agency"). Tncy"). The "Conhe "Contract"tract"consistconsists of thes of these termsse terms and condand conditions,itions,the facithe facing page,ng page,the Prothe Productionduction InformatInformation Addeion Addendum, anndum, any attachy attached addeed addenda appnda applicablelicable to otheto other producr products and sts and serviceservices (such a(such as mobiles mobileadvertisadvertising oring or attributattribution servion services),ices),if any,if any,and Compand Company's Spany's Specificatecifications foions for Inventr Inventory andory and PackagePackages locates located atd athttps://https://www.outwww.outfrontmedfrontmedia.com/ria.com/resourcesesources/posting/posting-standar-standards (theds (the "Invento"Inventory Specry Specificatiifications"), wons"), which arhich are incorpe incorporated borated by referey reference herence herein.in.Agency rAgency represenepresents thatts that it has tit has the authhe authority tority to act ano act and is actd is acting asing as agent foagent for the ar the advertisedvertiser namedr named on the fon the facing pacing page.age.2. Deliv2. Delivery ofery of Copy. ACopy. At leastt least ten workten working daysing days before tbefore the estimhe estimated stated start datart date (unlese (unless others otherwise agrwise agreed in weed in writing briting by Company Company or sety or setforth inforth in the Invethe Inventory Spntory Specificatecifications), Aions), Advertisedvertiser, at itr, at its sole es sole expense,xpense,shall fushall furnish anrnish and delived deliver to Cor to Company ormpany or to servito service pointce pointssdesignatdesignated by Ced by Company sompany sufficienufficient supplyt supply of adveof advertisingrtising copy ("copy ("Copy"),Copy"),in the fin the form andorm and type spetype specified bcified by Compay Company, witny, with all neh all necessarycessarypostingpostinginstructinstructions. Ifions. If Copy isCopy is not timenot timely receily received in aved in accordancccordance with te with the Contrhe Contract, aact, a loss ofloss of serviceservice may occmay occur andur and additionadditional costsal costsmay be cmay be charged bharged by Compay Company, altny, although chough commerciaommercially really reasonablesonable effortsefforts will bewill be used toused to post Coppost Copy as pry as promptly aomptly as practis practicable afcable after receter receiptiptfrom Advfrom Advertiserertiser. If Adv. If Advertiserertiser requestsrequests expediteexpedited instald installationlation within fwithin five worive working dayking days of Coms of Company's rpany's receipteceipt of lateof late Copy, aCopy, a fee of nfee of notot less thaless than $650 pn $650 per locaer location wition will be pll be payable.ayable.If CopyIf Copy is not ris not receivedeceived in a timin a timely manely manner, Coner, Company mampany may use thy use the invente inventory in aory in any mannny manner priorer prior to postito posting the lng the late receate received Coived Copy withopy without limiut limiting Advting Advertiserertiser's liabi's liability tolity to pay forpay for such insuch inventoryventory.. 3. Copy3. Copy ApprovalApproval and Resand Responsibilponsibility fority for ContentContent. The c. The characteharacter, desir, design, textgn, text and illand illustratioustrations on Cons on Copy and tpy and the matehe material usrial used are sed are subjectubject to approto approval by Cval by Companyompany and byand by the locthe location oation owner, twner, transit cransit company/ompany/authoriauthority or tty or third parhird party contrty controlling tolling the locahe location ("tion ("Owner")Owner"). Nudity. Nudity,, pornograpornographic, prphic, profane orofane or obsceneobscene Copy isCopy is prohibitprohibited. If Ced. If Copy is ropy is rejected,ejected,AdvertisAdvertiser shaller shall provideprovide acceptabacceptable replale replacement Ccement Copy withopy within tenin ten days ofdays of notificanotification oftion of rejectiorejection. If Adn. If Advertisevertiser failsr fails to provito provide accepde acceptable retable replacemeplacement Copynt Copy within swithin such tenuch ten-day per-day period, Comiod, Company shapany shallll have thehave the right toright to use theuse the locationlocation(s) inv(s) involved iolved in any mn any manner,anner,withoutwithout releasireleasing Adverng Advertiser frtiser from itsom its obligatobligation to pion to pay for say for such locauch location(s).tion(s). If afterIf after installainstallation ortion or posting,posting,the Ownethe Owner of ar of a displaydisplay disapprdisapproves anyoves any advertiadvertisement osement or if advr if adverse puerse publicityblicity resultsresults from anfrom any display display,y, CompanyCompany shall hashall have the rve the right toight to remove tremove the adverhe advertisementtisement and, atand, at its optits option, eition, either termher terminate thinate this Contris Contract or ract or requestequest new accenew acceptable Cptable Copyopy in accorin accordance widance with thisth this paragraparagraph. Adveph. Advertiser srtiser shall indhall indemnify,emnify,defenddefend and saveand save harmlessharmless CompanyCompany and Owneand Owner againr against allst all claimsclaims andand liabilitliabilities (incies (including rluding reasonableasonable attorne attorneys' feeeys' fees and exs and expenses)penses)arisingarising out of tout of the adverhe advertisingtising materialmaterial displaydisplayed undered under this Conthis Contract, itract, includinncluding,g, but notbut not limitedlimited to, anyto, any claim fclaim for defaor defamation,mation,any claiany claim for inm for infringemefringement of ant of any copyrny copyright, tright, trademark,ademark,or otheor other intellr intellectual pectual propertyroperty right,right, or any cor any claim folaim for violar violation oftion of any righany right of prit of privacy, covacy, common lawmmon law right oright or any otr any other righher right of anyt of any personperson or entitor entity.y. 4. Publi4. Publicity focity for Certair Certain Copy.n Copy.If the CIf the Copy conopy concerns acerns a politicapolitical, religl, religious orious or social isocial issue, Adssue, Advertisevertiser (inclur (including Ageding Agency) shancy) shall notll not make anymake any press repress release orlease or other puother public annblic announcemenouncement or met or media outrdia outreach regeach regarding tarding this Conthis Contract orract or the relthe related Copated Copy that ry that refers tefers to Compano Company withouy withoutt Company'Company's express express priors prior writtenwritten consentconsent (which c(which consent monsent may be gay be granted oranted or deniedr denied in Compin Company's soany's sole discle discretion),retion),exceptexcept as requas required undired underer applicabapplicable law,le law,in whichin which case Advcase Advertiserertiser shall obshall obtain thetain the approvalapproval of Compaof Company as tony as to the formthe form, nature, nature and exteand extent of thnt of the presse press release,release,publicpublic announceannouncement orment or media omedia outreachutreach prior toprior to issuingissuing the presthe press releas release or mase or making thking the publie public annouc announcement.ncement. 5. Inspe5. Inspection ofction of DisplayDisplays. Adves. Advertiser srtiser shall inshall inspect eapect each dispch display witlay within threhin three dayse days after inafter installatstallation or pion or posting.osting.UnlessUnless AdvertisAdvertiser giveer gives writtes writtenn notice tnotice to Compano Company specify specifying anyying any defectdefect within swithin such thruch three-day pee-day period, teriod, the disphe display shalay shall be coll be conclusivnclusively presely presumed toumed to have beehave been inspen inspected ancted andd approvedapproved by Adverby Advertiser fotiser for all pur all purposes wrposes whatsoevehatsoever, inclur, including thding the contene content and lt and locationocation of dispof displays.lays. 6. Maint6. Maintenanceenance and Damand Damage. Coage. Company wmpany will useill use commerccommercially reially reasonableasonable effortsefforts to maintto maintain statain static dispic displays inlays in good congood conditiondition to theto the extentextent ofof mattersmatters reasonabreasonably withily within Compann Company's cony's control. Shtrol. Should Adould Advertiservertiser's stat's static Copyic Copy be lost,be lost,stolen,stolen,damaged,damaged,defaced,defaced,or deteor deteriorateriorated for and for anyy reason wreason whatsoevehatsoever, inclr, including oruding ordinarydinary wear andwear and tear, Atear, Advertisdvertiser shaler shall furnisl furnish replach replacement Coement Copy, upopy, upon Compan Company's reqny's request, wuest, withoutithout liabililiability orty or expenseexpense to Compto Company. Ifany. If AdvertisAdvertiser failser fails to provito provide suchde such replacemreplacement Copyent Copy, Compan, Company may uy may use the lse the locationocation in any min any manner, wanner, without rithout releasineleasingg AdvertisAdvertiser fromer from its obliits obligationgation to payto pay for suchfor such locationlocation. Any r. Any repaintiepainting or reng or repostingposting requestrequested by Aded by Advertiservertiser in additin addition to tion to that spehat specifiedcified herein sherein shall behall be paid bypaid by AdvertiAdvertiser in aser in advance pdvance per Compaer Company's cuny's current qurrent quoted prioted prices.ces. 7. Inabi7. Inability tolity to Post CopPost Copy. Ify. If for anyfor any reasonreason whatsoewhatsoever (i)ver (i)CompanyCompany is unablis unable to sece to secure anyure any specifiespecified locatd location or lion or loses theoses the right tright to use ao use anyny locationlocation, or (ii, or (ii) Compan) Company postsy posts fewer lofewer locationscations than spethan specified,cified,or (iii)or (iii)any locaany location betion becomes ocomes obstructbstructed, dested, destroyed oroyed or defacer defaced, or (d, or (iv) Compiv) Companyany fails tofails to displaydisplay digitaldigital Copy inCopy in accordaaccordance withnce with the minthe minimum disimum display staplay standard fondard for digitr digital dispal displays aslays as set fortset forth in theh in the InventoInventory Speciry Specificationfications,s, or (v) Cor (v) Company oompany otherwisetherwise fails tofails to meet itsmeet its obligatiobligations herons hereunder,eunder,such fasuch failure shilure shall notall not be deembe deemed a breed a breach orach or terminatermination oftion of this Conthis Contract atract andnd shall noshall not rendert render CompanyCompany liableliable for anyfor any damagesdamages or offseor offsets of ats of any kindny kind other thother than as sean as set fortht forth in thisin this paragraparagraph. As Aph. As Advertisedvertiser's soler's sole remedyremedy and Compand Company's soany's sole oblile obligation fgation for anyor any such faisuch failure (exlure (except whecept where a morre a more specife specific remeic remedy is exdy is expresslypressly providedprovided for in tfor in this Conthis Contract),ract),CompanyCompany shall, ashall, at its sot its sole optile option, eiton, either (A)her (A)extend textend the Adverhe Advertisingtising Period tPeriod to provio provide an eqde an equivalentuivalent amount oamount of advertf advertising seising service arvice at the ct the contracteontractedd locationlocation or a repor a replacementlacement locatiolocation of eqn of equal valual value (perue (per CompanyCompany's price's prices and/ors and/or classificlassificationscations), (B) p), (B) providerovide a pro-ra pro-rated created credit fordit for advertiadvertisingsing servicesservices equivaleequivalent to thnt to the amoune amounts paidts paid for servfor services noices not rendert rendered, or (ed, or (C) termC) terminate thinate the Contre Contract in wact in whole orhole or in partin part and recand receive paeive payment inyment in full forfull for serviceservices rendes rendered thrred through theough the terminattermination dation date, withe, with all otheall other remedr remedies at lies at law or eqaw or equity beiuity being expreng expressly wassly waived byived by AdvertiAdvertiser.ser. 8. Illum8. Illuminationination of Statiof Static Displc Displays. Whays. Where illuere illuminatedminated staticstatic displaydisplays are ps are provided,rovided,illuminaillumination wiltion will be frol be from dusk tm dusk to midnigo midnight unlesht unless otherws otherwiseise specifiespecified by Comd by Company fopany for a sper a specific dicific display. Isplay. If illumif illumination ination is haltes halted or redd or reduced foruced for any reasany reason, inclon, including,uding,but notbut not limitedlimited to, compto, complianceliance withwith law or mlaw or malfunctialfunction of eon of equipmenquipment, and st, and such peruch period of hiod of halted oralted or reducedreduced illuminaillumination cotion continuesntinues for morefor more than fithan five daysve days after Coafter Company'smpany's receiptreceipt of noticof notice frome from AdvertisAdvertiser, aser, as AdvertisAdvertiser's soler's sole remedye remedy for suchfor such illuminaillumination fation failure, Ailure, Advertisdvertiser shaler shall receivl receive a cree a credit fordit for the perithe period of reod of reducedduced or non-ior non-illuminallumination attion at the ratthe rate of 15%e of 15%of the cof the contractontract price foprice for the imr the impactedpacted period.period. 9. Invoi9. Invoicing andcing and Payment.Payment.InvoicinInvoicing willg will be rendebe rendered monred monthly inthly in advanceadvance dating fdating from therom the commencecommencement datment date of the of the firste first AdvertiAdvertising Persing Period.iod. InvoicesInvoices renderedrendered to Adveto Advertiser srtiser shall behall be conclusiconclusive as tove as to the corthe correctnesrectness of thes of the items stitems stated unlated unless Compess Company recany receives wreives written obitten objectionjection withinwithin 15 days15 days of theof the invoiceinvoice date. Nodate. Non-recein-receipt of inpt of invoices ovoices or lack or lack of invoicf invoicing shaing shall notll not impact Aimpact Advertisedvertiser's liar's liabilitybility hereundhereunder. Aller. All rates anrates andd adjustmeadjustments arents are computedcomputed on the bon the basis ofasis of 30 days30 days to the mto the month, unonth, unless a dless a differentifferent period iperiod is specifs specified on tied on the facinhe facing page og page of this Cf this Contractontract.. InvoicesInvoices shall beshall be due 30 ddue 30 days aftays after theer the date ofdate of invoiceinvoice and faiand failure tolure to pay withpay within suchin such timefratimeframe shallme shall resultresult in a dein a default hefault hereunderreunder and shaand shallll furtherfurther be deemebe deemed a defad a default undeult under any or any other agrther agreementseements with Comwith Company. Ipany. Invoicesnvoices not painot paid whend when due shaldue shall accrul accrue interee interest at thst at the rate oe rate of 1.5%f 1.5% per montper month (18% ah (18% annually)nnually), or suc, or such lesserh lesser rate perrate permitted bmitted by law. Ay law. Additionadditionally, anylly, any discountdiscounts givens given shall bshall be forfee forfeited/revited/reversed fersed for invoor invoices noices nott Page 7 oPage 7 of 9f 9paid witpaid within 60 dhin 60 days fromays from the datethe date thereof.thereof.NotwithNotwithstandingstanding the forethe foregoing,going,in the ein the event thavent that Compant Company accepty accepts paymes payment by ACnt by ACH or creH or credit cardit card,d,CompanyCompany shall hashall have the rve the right, atight, at Company'Company's options option, to eit, to either (i)her (i)requirerequire AdvertiAdvertiser to pser to pay all aay all amountsmounts due ordue or coming dcoming due undeue under the Cor the Contractntracton the don the date ofate of the ACHthe ACH or credor credit cardit card paymentpayment or (ii)or (ii)requirerequire AdvertisAdvertiser to ser to set up reet up recurringcurring paymentspayments wherebywhereby AdvertisAdvertiser's ACer's ACH or creH or creditditcard iscard is chargedcharged on eachon each invoiceinvoice date fordate for the fullthe full invoiceinvoice amount.amount.10. Cred10. Credit Approit Approval. Acval. Acceptanceceptance of thisof this ContracContract is sut is subject tobject to creditcredit check ancheck and approvd approval by Coal by Company. Cmpany. Company,ompany,in its sin its sole disole discretion,cretion,maymayextend oextend or rejecr reject creditt credit, or at, or at any timany time duringe during the termthe term withdrawithdraw creditw credit, and Co, and Company mampany may thereuy thereupon requpon require parire partial ortial or full payfull payment ofment of thetheremaininremaining contrag contract amounct amount in advt in advance.ance.11. Adve11. Advertiserrtiser DefaultDefault. In t. In the evenhe event of deft of default orault or materialmaterial breachbreach by Adveby Advertiser,rtiser,in additin addition to oion to other remther remedies aedies availablevailable at law,at law,CompanyCompanymay: (i)may: (i)cancelcancel this Conthis Contract wtract withoutithout prior nprior notice aotice and demannd demand paymend payments of ats of all amounll amounts remaits remaining duning due and oe and owing; (wing; (ii) witii) without terhout terminatingminating thisthisContractContract, declar, declare the ene the entire baltire balance ofance of paymentpayments to bes to be made hermade hereunder ieunder immediatmmediately dueely due and payaand payable; (iible; (iii) remoi) remove allve all of Adverof Advertiser'stiser's CopyCopywithoutwithoutlimitinglimitingAdvertisAdvertiser's lier's liabilityability hereundhereunder; ander; and/or (iv/or (iv) declar) declare Adverte Advertiser iniser in defaultdefault under aunder any otherny other agreemenagreement with Ct with Company.ompany.WaiverWaiverby Compaby Company of anny of any breacy breach by Advh by Advertiserertiser hereundehereunder shallr shall not prejnot prejudice tudice the righthe rights of Coms of Company wipany with respeth respect to anct to any breachy breach not spenot specificallcificallyy waived bwaived by Company Company.y. 12. Unus12. Unused Copyed Copy. Compa. Company shallny shall not be hnot be held respeld responsibleonsible for unusfor unused posteed posters, disrs, displays orplays or other Cother Copy provopy provided byided by AdvertisAdvertiser ander and CompanyCompany may dispmay dispose ofose of any sucany such materh materials inials in its disits discretioncretion. Compan. Company may pry may promote Coomote Company'smpany's own busiown business thrness through theough the use of Ause of Advertisdvertiser's poser's postersters or displor displays in aays in any mannny manner whatser whatsoever.oever. 13. Gene13. General. Tral. This Conthis Contract conract contains thtains the full ae full agreementgreement of theof the parties,parties,and no pand no prior reprior representatresentation or aion or assurancssurance, verbae, verbal or wrl or written noitten nott containecontained hereid herein, shalln, shall affect oaffect or alterr alter the oblithe obligationsgations of eitheof either partyr party hereto.hereto.CompanyCompany and Adveand Advertiserrtiser accept taccept this Conthis Contract subract subject toject to allall federal,federal,state anstate and municd municipal laipal laws andws and regulatiregulations. Inons. In the evethe event anynt any advertisadvertisement bement becomes iecomes illegal,llegal,CompanyCompany reservesreserves the rigthe right to tht to terminaterminatee same uposame upon noticen notice to Adverto Advertiser. Ttiser. This Conhis Contract istract is not cancnot cancelable oelable or assigr assignable bynable by AdvertiAdvertiser, norser, nor may themay the subjectsubject of the aof the advertisidvertising beng be changedchanged withoutwithout the consthe consent of Cent of Company.ompany.All partAll parties compies comprisingrising AdvertisAdvertiser hereuer hereunder, innder, includingcluding Agency,Agency,shall beshall be jointlyjointly and sevand severallyerally liableliable under thunder this Contis Contract. Thract. This Contris Contract andact and all relall related claated claims shaims shall be coll be construednstrued accordiaccording to thng to the laws oe laws of the Stf the State of Nate of New Yorkew York and Newand New YorkYork County,County,New YorkNew York shall bshall be the pre the proper andoper and exclusivexclusive legale legal jurisdijurisdiction action and venuend venue for anyfor any resultinresulting legalg legal action.action.CompanyCompany is an Eis an Equalqual OpportunOpportunity Emplity Employer.oyer. 14. Coun14. Counterpartterpart SignaturSignatures. Thies. This Contras Contract may bct may be execute executed in nued in numerous cmerous counterpounterparts, alarts, all of whil of which shallch shall be consibe considered ondered one and the and the samee same agreemenagreement. Fort. For purposespurposes of thisof this ContracContract, facst, facsimile orimile or electronelectronic signaic signatures stures shall behall be considerconsidered origied original signnal signatures.atures. End of TEnd of Terms anderms and ConditioConditionsns Page 8 oPage 8 of 9f 9MOBILE RIDER TOMOBILE RIDER TOMOBILE RIDER TOOUTFRONT MEDIA TERMS AND CONDITIONS OF ADVERTISING SERVICEOUTFRONT MEDIA TERMS AND CONDITIONS OF ADVERTISING SERVICEOUTFRONT MEDIA TERMS AND CONDITIONS OF ADVERTISING SERVICEThis MobThis Mobile Rideile Rider ("Mobr ("Mobile Rideile Rider") gover") governs therns the purchaspurchase by Ade by Advertiservertiser and provand provision byision by OUTFRONTOUTFRONT Media (Media ("Compan"Company") of My") of MobileobileAdvertisAdvertising (asing (as defineddefined herein).herein).This MobThis Mobile Ridile Rider suppler supplements aements and whernd where applie applicable amcable amends thends the OUTFRe OUTFRONT MediONT Media Termsa Terms andandConditioConditions of Ans of Advertisidvertising Serving Service attacce attached to thed to the Adverhe Advertising Atising Agreementgreement enteredentered into byinto by AdvertisAdvertiser and Cer and Company aompany and, ifnd, if applicabapplicable, anyle, anyother agother agreementreement enteredentered into aninto and/or terd/or terms and cms and conditioonditions agreens agreed to byd to by AdvertiAdvertiser andser and CompanyCompany with rewith respect tospect to advertisadvertising serving service (asice (asapplicabapplicable, thele, the "Terms a"Terms and Condnd Conditions"itions"). As u). As used in tsed in this herehis herein, Compin, Company shalany shall meanl mean OUTFRONTOUTFRONT Media aMedia and Advernd Advertiser stiser shall mehall mean andan andbe deemebe deemed to incd to include thelude the advertiadvertiser ideser identifiedntified in the ain the applicablpplicable Termse Terms and Condand Conditions,itions,in additin addition to sion to such adveuch advertiser,rtiser,any advany advertisingertisingagency oagency or any otr any other agenher agent or lict or licensee oensee of such af such advertisdvertiser.er.WHEREAS,WHEREAS,AdvertisAdvertiser desirer desires to pes to purchase,urchase,and Comand Company despany desires toires to provideprovide locationlocation-based-based mobilemobile advertisadvertising placing placementementservicesservicesutilizinutilizing the mog the mobile adbile advertisinvertising platfog platform(s) orm(s) owned andwned and operateoperated by Cod by Company ompany or by thir by third partyrd party serviceservice provideprovider xAd ("r xAd ("xAd"),xAd"),throughthrough which dwhich digital migital mobile adobile advertisevertisements (ments ("Ads" or"Ads" or "advert"advertisementsisements") are") are distribudistributed thrted through moough mobile appbile applicationlications (the "s (the "MobileMobile Network"Network") (such) (such servicesservices, "Mobi, "Mobile Adverle Advertising"tising");); NOW THERNOW THEREFORE,EFORE,for goofor good and vad and valuableluable considerconsideration tation the receihe receipt andpt and sufficiesufficiency of wncy of which ishich is hereby rhereby recognizeecognized, the pd, the partiesarties agree asagree as follows:follows: 1. At le1. At least tenast ten (10) wor(10) working daking days beforys before the ee the estimatestimated startd start date ofdate of a Mobilea Mobile AdvertisAdvertising caming campaign, Apaign, Advertisedvertiser, at itr, at its soles sole expense,expense,shall fushall furnish anrnish and delivd deliver to Cer to Company oompany or to ser to servicervice points dpoints designatesignated by Coed by Company,mpany,a campaia campaign requegn request inclust includingding (i) comp(i) complete andlete and sufficiesufficient digitnt digital mobilal mobile advere advertisingtising copy forcopy for applicabapplicable Ads,le Ads,in formin form and typand type specife specified by Cied by Companyompany ("Copy")("Copy")and (iiand (ii) param) parameters foeters for the dir the display osplay of Ads inf Ads in thethe Mobile NMobile Network,etwork,in formin form and typeand type specifiespecified by Cod by Companympany (collect(collectively, tively, the "Camhe "Campaign Repaign Request"),quest"),each ofeach of which swhich shall behall be subjectsubject to Compato Company's revny's review andiew and approvaapproval. If Col. If Copy and/py and/oror appropriappropriate parate parametersameters are notare not so receso received, thived, the Mobilee Mobile AdvertisAdvertising camping campaign maaign may not bey not begin ongin on the estthe estimated simated starttart date setdate set forth inforth in the Campthe Campaign Reqaign Request anduest and additionadditional costsal costs may be cmay be charged bharged by Compay Company in cny in connectioonnection with tn with the evenhe eventualtual displaydisplay of the Aof the Ads, althds, although coough commercialmmercially reasly reasonable eonable effortsfforts will bewill be used toused to deliverdeliver approvedapproved Ads asAds as promptlpromptly asy as practicapracticable afteble after receipr receipt fromt from AdvertiAdvertiser. Nudser. Nudity, pority, pornographinographic,c, profaneprofane or obscor obscene copene copy shally shall not be pnot be permittedermitted. The. The charactecharacter, desigr, design, textn, text and illuand illustratiostrations on adns on advertisinvertising Copyg Copy and theand the materiamaterial used,l used,as wellas well as the pas the parameterarameters for ths for thee displaydisplay of Ads,of Ads,shall beshall be subjectsubject to approto approval byval by CompanyCompany andand by xAd aby xAd and, whend, where applre applicable,icable,xAd's moxAd's mobile appbile applicationlication partnerspartners. If Cop. If Copy or any or any paramey parameters areters are rejectedrejected, Advert, Advertiseriser shall coshall continuentinue to be lito be liable forable for the fullthe full term ofterm of this Conthis Contract,tract, includinincluding all img all impressionpressions requess requested in tted in the Camphe Campaign Reqaign Request,uest, and Adveand Advertiserrtiser shall bshall be respone responsible fsible for provor providing aiding an accepn acceptabletable replacemreplacement Copyent Copy or paramor parameters, aeters, as applis applicable,cable,within twithin two (2)wo (2) days ofdays of notificanotification thtion that prevat previous Copious Copy or pay or parametersrameters werewere rejectedrejected or as otor as otherwiseherwise specifiespecified by Cod by Company.mpany.IfIf replacemreplacement Copyent Copy or paramor parameters areters are receive received aftered after the datethe date specifiespecified by Comd by Company orpany or otherwiotherwise not rse not received,eceived,CompanyCompany shall beshall be entitledentitled to fullto full paymentpayment for thefor the contractcontract period eperiod even ifven if partialpartial or no dior no display resplay results.sults.CompanyCompany shall enshall ensure thesure the initialinitial displaydisplay of the aof the approvedpproved Copy witCopy within a fohin a forty-eighrty-eight (48)t (48)hourhour time pertime period afteiod after finalr final approvalapproval of suchof such Copy andCopy and correspocorresponding panding parametersrameters, exclud, excluding weeing weekends akends and holidnd holidays,ays, providedprovided that inthat in the evethe event thatnt that Copy anCopy and corresd correspondingponding parameteparameters are ars are approvedpproved more thamore than forty-n forty-eight (eight (48) hou48) hours,rs, excludinexcluding weekeng weekends and hds and holidaysolidays, before, before the requthe requested stested startart date ofdate of the Mobithe Mobile Adverle Advertising ctising campaignampaign set fortset forth in theh in the CampaignCampaign Request,Request,CompanyCompany shall eshall ensure thnsure the initie initial dispal display oflay of the apprthe approved Copoved Copy on sucy on such requesh requested stated start datert date. Unles. Unlesss otherwisotherwise specie specified onfied on the facethe face of theof the AdvertiAdvertising Agrsing Agreement,eement, (i) in t(i) in the evenhe event thatt that the advethe advertisingrtising period iperiod is more ts more than thirhan thirtyty (30) day(30) days, Advers, Advertiser shtiser shall be pall be permittedermitted to requto request a cest a change inhange in Copy aftCopy after the ier the initial tnitial thirty (3hirty (30) days0) days and oncand once aftere after everyevery thirty (thirty (30) day30) day period tperiod thereafthereafter, prover, provided thaided that the pat the parameterrameterss set fortset forth in thh in the Campae Campaign Requign Request willest will not be anot be alteredltered and theand the displaydisplay of suchof such Copy isCopy is subjectsubject to theto the requiremrequirements setents set forth iforth inn SectionSection 1, inclu1, including, widing, without lthout limitatiimitation, theon, the obligatiobligation toon to furnishfurnish and deland deliver Copiver Copy at leay at least tenst ten (10) wor(10) working daking days befoys beforere the antithe anticipatedcipated date ofdate of the disthe display ofplay of the newthe new Copy; anCopy; and (ii) ad (ii) allll other chother changes ianges in Copyn Copy will bewill be subjectsubject to the ato the approvalpproval ofof CompanyCompany and theand there willre will be a sebe a service crvice charge foharge for any apr any approvedproved additionadditional changal changes in Coes in Copy.py. 2. Compa2. Company is nony is not and sht and shall notall not be respbe responsibleonsible for anyfor any aspect oaspect of Adverf Advertiser'stiser's or thirdor third-party w-party website(sebsite(s) or) or applicatapplication(s),ion(s),or for aor for any otheny other contenr content witht with which thwhich the Adse Ads may be amay be associatessociated. Adved. Advertiser srtiser shall indhall indemnify,emnify,defenddefend andand save harsave harmless Comless Company ampany and xAd and xAd againstgainst all claiall claims andms and liabilitliabilities arisies arising outing out of the Aof the Ads (inclds (including pruding products aoducts andnd servicesservices referenreferenced theced therein) direin) displayedsplayed under thunder this Contris Contract andact and any mateany materials arials associatessociated thered therewith, inwith, includingcluding but notbut not limitedlimited toto any claiany claim for dem for defamationfamation, or in, or infringemfringement of aent of any copyny copyright,right, trademartrademark, or otk, or other inther intellectuaellectual properl property or prty or privacy rivacy right anight andd any claiany claim relatem related to thed to the website(website(s) to whs) to which anyich any Ads orAds or relatedrelated contentcontent link anlink and all ed all emails,mails,newsletnewsletters, anters, and otherd other items aitems andnd technolotechnology in cogy in connectionnnection therewittherewith, and rh, and reasonableasonable attorne attorneys'eys' fees andfees and expensesexpenses incurredincurred in defein defending annding any suchy such claims.claims. 3. Adver3. Advertiser atiser acknowledcknowledges andges and agreesagrees that ththat there is lere is limitedimited advertisadvertising spacing space in thee in the format oformat of mobilf mobile markee marketing inting in whichwhich the Adsthe Ads will bewill be displaydisplayed anded and that Comthat Company andpany and/or xAd/or xAd maymay make reamake reasonablesonable modificamodifications totions to the formthe format of aat of any apprny approvedoved Copy, inCopy, includingcluding conversconversions reaions reasonablysonably deemeddeemed necessarnecessary toy to displaydisplay the Adsthe Ads on theon the Mobile NMobile Network.etwork. 4. Compa4. Company doesny does not guarnot guarantee thantee the end ue end user actiser activity orvity or engagemeengagement thatnt that any Adsany Ads will recwill receive, ineive, including,cluding,withoutwithout limitatilimitation, theon, the click thclick through rrough rate (CTRate (CTR) or se) or secondarycondary actionaction rate (SArate (SAR). ComR). Company capany cannot connot control hontrol how clicksw clicks are geneare generatedrated Page 9 oPage 9 of 9f 9on any Aon any Ad and Cd and Company wompany will notill not be respobe responsible fnsible for clickor click fraud,fraud,technolotechnological igical issues orssues or other poother potentialtentially invally invalid clicid click activk activity.ity.The distThe distributionribution of Ads mof Ads may be suay be subject tbject to inveno inventory avatory availabilitilabilityyand Compand Company doesany does not guarnot guarantee tantee that anyhat any Ad(s) wAd(s) will beill beplaced iplaced in, or an, or availablevailable through,through,any specany specific mobific mobile applile applicationicationwithin twithin the Mobihe Mobile Netwole Network, norrk, nor does Comdoes Company guapany guarantee trantee thathatany Ad(sany Ad(s) will a) will appear inppear in a partica particular poular position wsition within aithin a mobilemobileapplicatapplication. Coion. Company dmpany does notoes not make anymake any represenrepresentationstations,,warrantiwarranties or gues or guaranteesarantees regardiregarding the mng the mobile apobile applicatiplicationsonswithin twithin the Mobihe Mobile Netwole Network, orrk, or any conany content ditent displayedsplayed ororcontainecontained thered therein, andin, and herebyhereby disclaidisclaims any ams any and allnd all liabililiability forty forthe forethe foregoing. Igoing. If for af for any reasony reason whatson whatsoever durever during theing the termtermhereof (hereof (i) Ads ci) Ads cannot beannot be distribudistributed toted to any parany part of thet of the MobileMobileNetworkNetworkor (ii)or (ii)any mobiany mobile applile application wcation within tithin the Mobilhe Mobilee NetworkNetwork cannot,cannot,for whatfor whatever reaever reason, dison, display Asplay Ads to eds to endnd users, ousers, or (iii)r (iii)CompanyCompany fails tofails to timelytimely meet itmeet its requirs requirement toement to deliverdeliver the reqthe requested nuested number oumber of impresf impressions dusions during thering the AdvertisAdvertising Periing Period, anyod, any resultiresulting lossng loss of adveof advertisingrtising shall noshall nott be deemebe deemed a bread a breach or tch or terminatiermination of ton of this Conthis Contract.ract. Company'Company's measurs measurementsements in connein connection wction with perfith performanceormance ofof an applian applicable Adcable Ad deliveredelivered in thed in the MobileMobile Network,Network,includinincludingg the calcthe calculated nulated number ofumber of impressiimpressions delions delivered, avered, are there the definitidefinitive measve measurementurements. Anys. Any failurefailure to delito deliver thever the impressiimpressionsons requesterequested in thd in the applie applicable Cacable Campaign Rmpaign Requestequest shall nshall not rendeot renderr CompanyCompany liable fliable for any dor any damagesamages or offseor offsets of ants of any kind ay kind andnd shall beshall be remediedremedied solely bsolely by extendy extending theing the AdvertiAdvertising Persing Period ofiod of this Conthis Contract ttract to provido provide any ree any requestedquested impressiimpressions notons not providedprovided duringduring the Advethe Advertisingrtising Period,Period,or at Cor at Company'ompany'ss option,option,result iresult in a pro-n a pro-rated crated credit predit proportioroportional tonal to anyany impressiimpressions reqons required buired by the Iy the Insertionnsertion Order buOrder but not det not deliveredlivered,, with allwith all other rother remediesemedies at law oat law or equityr equity being exbeing expresslypressly waived bwaived by Adverty Advertiser. Noiser. Notwithsttwithstandinganding anythinganything containecontainedd herein therein to the coo the contrary,ntrary,if the aif the ability tbility to provio provide Mobilde Mobilee AdvertisAdvertising serving services thrices through xAough xAd is lod is lost forst for any reasany reasonon whatsoevwhatsoever, Comper, Company shalany shall alsol also have thehave the option toption to termio terminatenate this Conthis Contract atract and recend receive paymive payment in fent in full forull for Mobile AMobile Advertisdvertisinging throughthrough the terthe terminationmination date.date. 5. If af5. If after initer initial apptial approval oroval of Copy,f Copy,CompanyCompany or xAd,or xAd,on itson its own or oown or on behaln behalf of anyf of any of its mof its mobile apobile applicatioplication partnen partners,rs, disapprodisapproves anyves any Ad, orAd, or if adverif adverse publse publicity ricity results fesults from anyrom any deliverydelivery or displor display of anay of any Ad, Coy Ad, Company smpany shall hahall have theve the right toright to remove aremove and/or cnd/or cease deease deliveringlivering the Adthe Ad for dispfor display onlay on thethe Mobile NMobile Network oetwork or any cor any componentmponent thereof,thereof,and, atand, at its optits option,ion, either teither terminaterminate this Ce this Contractontract or requeor request a newst a new acceptaacceptableble advertisadvertisement cement copy pursopy pursuant touant to paragrapparagraph 2 abovh 2 above.e. 6. Notwi6. Notwithstandithstanding anytng anything tohing to the contthe contrary herary herein, alrein, all datal data and infoand informationrmation gatheredgathered or receior received by Cved by Companyompany and/or xand/or xAdAd in connein connection wction with provith providing Miding Mobile Adobile Advertisinvertising may beg may be freelyfreely used byused by CompanyCompany and xAd.and xAd.CompanyCompany shall ushall use commese commerciallyrcially reasonabreasonable efforle efforts to prts to provide Adovide Advertisevertiser withr with a summara summary ofy of availablavailable perfoe performance mrmance metrics fetrics for Ads dor Ads delivereelivered and dd and displayedisplayed under thunder this Agreis Agreement onement on a weeklya weekly basis.basis.If forIf for any reasany reasonon whatsoevwhatsoever duriner during the tg the term hererm hereof (i)eof (i)performaperformance datance data isis unavailaunavailable, inble, in whole orwhole or in partin part; (ii); (ii)OutfrontOutfront does nodoes not havet have the righthe right to prot to provide pevide performancrformance datae data to Adveto Advertiser;rtiser;or (iiior (iii)) there isthere is a delaya delay in thein the provisiprovision of peon of performancrformance data te data too AdvertisAdvertiser, theer, the foregoinforegoing shallg shall not be dnot be deemed aeemed a breach obreach orr terminattermination of tion of this Conthis Contract, shract, shall notall not renderrender CompanyCompany liableliable for anyfor any damagesdamages or offseor offsets of ats of any kindny kind and shaland shall be rel be remediedmediedsolely bsolely by the pry the provisionovision of perfoof performance drmance data whenata when and ifand if and toand tothe extethe extent madent made availabavailable to Cole to Company fmpany for delivor delivery toery toAdvertisAdvertiser, witer, with all oth all other remeher remedies atdies at law or elaw or equity bequity beingingexpresslexpressly waivedy waived by Adverby Advertiser.tiser.CompanyCompany may, atmay, at itsitsdiscretidiscretion, provon, provide Advide Advertiserertiser with addwith additionalitional data redata regardinggardingthe delithe delivery ofvery of the Adsthe Ads and/or tand/or the audihe audience foence for the Ar the Ads asds asdeliveredelivered and dd and displayedisplayed under thunder this Agreeis Agreement. Adment. Advertiservertiser shallshalluse alluse all performaperformance datnce data and aa and any otherny other data prodata provided byvided byCompanyCompanyin accoin accordancerdance with anwith any addity additional teional terms conrms concurrentlcurrentlyyprovidedprovidedto Adverto Advertiser antiser and in comd in compliancepliance with allwith all applicabapplicablelelaws, rulaws, rules andles and regulatiregulations andons and generalgenerally accely accepted inpted industrydustrystandardstandards and/ors and/or guidelinguidelines relates relating to ting to the usehe use of suchof such data asdata as contemplcontemplated heated herein. Alrein. All data pl data providedrovided by Compaby Company isny is providedprovided on an "Aon an "AS-IS" baS-IS" basis andsis and CompanyCompany is not ais not and shallnd shall not be rnot be responsibesponsible for Ale for Advertisdvertiser's useer's use of suchof such data. Addata. Advertisevertiserr shall inshall indemnifydemnify, defend, defend and saveand save harmlessharmless CompanyCompany and xAdand xAd againstagainst all claiall claims and lms and liabilitiabilities arisies arising outing out of the Aof the Advertisedvertiser'sr's use of puse of performanerformance and oce and other datther data provia provided byded by CompanyCompany under thunder this Agreeis Agreement, anment, and reasod reasonable anable attorneysttorneys' fees a' fees andnd expensesexpenses incurredincurred in defein defending annding any suchy such claims.claims. 7. Adver7. Advertiser atiser acknowledcknowledges andges and agreesagrees that althat all claimsl claims byby AdvertisAdvertiser relaer related toted to the Mobithe Mobile Adverle Advertising stising serviceservices providedprovided hereundehereunder shallr shall be direcbe directed at Cted at Company aompany and thatnd that CompanyCompany does notdoes not make, amake, and Advend Advertiserrtiser herebyhereby disclaidisclaims, anyms, any represenrepresentations,tations,warrantwarranties andies and liabililiabilities onties on behalf obehalf of xAd.f xAd. CompanyCompany shall nshall not be hot be held respeld responsibleonsible for retefor retention ontion of Copy,f Copy, includinincluding digitg digital filesal files or dataor data, provid, provided by Aded by Advertisevertiser andr and CompanyCompany may dismay dispose ofpose of any suchany such materiamaterials. Compls. Company mayany may promotepromote Company'Company's own bus own business tsiness throughhrough the usethe use ofof AdvertisAdvertiser's aper's approved Cproved Copy andopy and correspcorrespondingonding parametparameters iners in any mannany manner whatser whatsoever.oever. 8. Capit8. Capitalizedalized terms usterms used in ted in this Ridhis Rider and ner and not otherot otherwisewise defineddefined shall hashall have the mve the meaningseanings ascribedascribed to themto them in thein the Terms anTerms and Condid Conditions.tions.This RidThis Rider is maer is made as ande as an additionaddition toto and notand not in deroin derogationgation of the Cof the Contractontract and theand the Terms aTerms andnd ConditioConditions therens thereof and sof and shall behall be read toread to the grethe greatest exatest extenttent possiblepossible as consias consistent tstent therewithherewith. In the. In the event ofevent of anyany inconsisinconsistency betency between thtween the termse terms of thisof this Rider anRider and the ted the termsrms set fortset forth in thh in the Termse Terms and Condand Conditions,itions,the terthe terms of thms of this Rideris Rider shall coshall control. Tntrol. The provihe provision ofsion of MobileMobile AdvertisAdvertising, incing, includingluding Company'Company's acceps acceptance oftance of AdvertisAdvertiser's orer's order therder therefor, iefor, iss expresslexpressly limitey limited to, and to, and made ed made expresslxpressly condity conditional oional on,n, AdvertisAdvertiser's acer's acceptanceceptance of thisof this Mobile RMobile Rider. Coider. Company ompany objectsbjects to any dto any differentifferent or addior additionaltional terms.terms.