LOCAL DIGITAL ADVERTISING

Making You Visible

DIGITAL ADVERTISING AGREEMENT

for Advertising during Events 

 

THIS DIGITAL ADVERTISING AGREEMENT (this “Agreement”) is entered upon payment, by and between Ads 3Sixty, LLC (the “Company“) and Payee or its representatives making advertisement purchases through our various media, online, or in-person presence (the “Advertiser“).

WHEREAS Company is in the business of providing digital advertising products and services, including the display of advertising messages on digital screens that are carried by pedestrians during certain events; and WHEREAS Advertiser wishes for the Company to display the Advertiser’s messages (“Advertiser’s Content”) on one or more such screens.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Company hereby agrees to provide the Advertiser with a certain amount of Display Time, as defined below, on the Company’s digital advertising screens, upon the terms and conditions hereinafter set forth.

  1. EVENTS:  The Company shall display Advertiser’s Content on paid number of digital advertising screen(s) (collectively, the “Display Screens”), during the times and at the locations described in Company offerings (during the “Events”).
  2. DISPLAY TIME:  During each slot of time that the Advertiser reserves at a particular Display Screen (each “Reserved Slot”), the Company shall display the Advertiser’s Content for a maximum of 15 seconds, and such display shall be replayed approximately every 3.5 minutes on a loop consisting of other advertising messages. The loop of advertising messages shall be replayed continuously at all times during the Event. Advertiser’s Display Time on the Display Screens shall consist of a total of 20 Reserved Slots, to be allocated among the Events and Display Screens.
  3. COMPENSATION:  Advertiser shall pay the Company per Reserved Slot, which is to be paid in full upon execution of this Agreement. 
  4. ADVERTISER’S CONTENT:
    1. NATURE OF THE CONTENT:  The Advertiser’s Content shall consist solely of advertising messages in the form of image(s) and/or video(s), with or without audio, and shall be limited to a duration of 15 seconds per Reserved Slot.
    2. CONTENT CREATION:  The Advertiser shall be responsible for providing the Advertiser’s Content to the Company in a digital format that can be displayed on the Company’s screens. At the Advertiser’s option, the Company may create Advertiser’s Content at an additional cost to the Advertiser.
    3. DISTINCT CONTENT:  Advertiser may elect to have distinct versions of the Advertiser’s Content displayed on distinct Events, Display Screens, or Reserved Slots. If there is more than one Reserved Slot at a given Display Screen, Advertiser may elect to have Advertiser’s Content displayed during consecutive Reserved Slots. 
    4. COMPANY’S RULES AND REGULATIONS:  Advertiser agrees to abide by any reasonable rules or regulations which Company may from time to time adopt regarding the substance, delivery, display, or modification of Advertiser’s Content. The Company shall provide reasonable notice of such rules to facilitate Advertiser’s compliance.
  5. NO GUARANTEE: The Advertiser understands that the Company does not guarantee any results as to any advertising efforts to be undertaken in performance of this Agreement. 
  6. COOL-OFF PERIOD:  Beginning on the date that Advertiser executes this Agreement or causes this Agreement to be executed, Advertiser shall have a period of seven calendar days during which Advertiser may revoke its assent to the Agreement (the “Cool-off Period”) by providing written notice to the Company. If Advertiser does not exercise its right to revoke during the Cool-off Period, then Advertiser shall not be allowed to terminate this Agreement for any reason, except as provided for in the next section. 
  7. TERMINATION:  If, for any reason, any of the Display Screens becomes unavailable for the display of Advertiser’s Content during an Event, then Advertiser’s sole remedy shall be to terminate this Agreement with respect to the affected Reserved Slot(s) and receive a prorated refund of monies paid to the Company for such Reserved Slot(s). In such an event, the remainder of this Agreement shall remain in full force and effect, provided that there remains at least one other Reserved Slot at a Display Screen unaffected by any change in availability. In no event shall Advertiser be entitled to any refund of monies paid to the Company if the Advertiser wrongfully terminates this Agreement
  8. INDEMNIFICATION:  Advertiser assumes full responsibility and liability for all content submitted or displayed pursuant to this Agreement and shall indemnify the Company and its employees and hold the same harmless against all demands, claims or liabilities related to or arising from such content or related to any allegation that Advertiser’s Content infringes on the intellectual property rights of a third party. The Advertiser shall further indemnify and hold the Company and its employees and agents harmless from any and all liabilities, losses, suits, claims, judgments, fines, demands or damages, including reasonable attorneys’ fees and costs of defense arising out of, relating to, or resulting from the Advertiser’s negligent acts or omissions or willful misconduct.
  9. NO JOINT VENTURE:  This Agreement shall not be deemed to create a joint venture, partnership, principal-agent, employer-employee, or other similar relationship between Advertiser and the Company.
  10. NO WAIVER:  Failure to insist upon strict compliance with any of the terms, covenants, and conditions hereof shall not be deemed a waiver of such terms, covenants, or conditions, nor shall any waiver or relinquishment of any right or power hereunder at any one time be deemed a waiver or relinquishment of such right or power at any other time. 
  11. CHOICE OF LAW AND VENUE:  This Agreement and performance hereunder shall be construed in accordance with the laws of the State of Florida. Venue for litigation concerning this Agreement shall be in a Florida court of competent jurisdiction.
  12. ATTORNEYS’ FEES:  In any action under this Agreement, the prevailing party shall be awarded reasonable attorneys’ fees and costs, both in the trial court and on appeal.
  13. ENTIRE AGREEMENT:  This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and all prior agreements and representations of the parties, whether written or oral, are merged herein and shall be of no further force or effect.  This Agreement may not be changed or modified except in writing signed by both parties.
  14. SEVERABILITY:  If any provisions of this Agreement shall be determined by any court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement other than the portions determined to be invalid or unenforceable shall not be affected thereby, and each valid provision hereof shall be enforced to the fullest extent permitted by law.
  15. BINDING EFFECT:  This Agreement shall be binding on and inure to the benefit of the respective parties and their respective heirs, legal representatives, successors, and assigns.  
  16. CAPTIONS:  The descriptive section headings in this Agreement have been inserted for convenience only and shall not be deemed to limit or otherwise affect the construction of any provisions thereof.
  17. AUTHORITY TO BIND:  Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary action of the respective entity and that the person executing this Agreement on its behalf has the full capacity to bind that entity.
  18. COUNTERPARTS:  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be deemed to constitute one agreement. It is understood and agreed that if scanned PDF copies of this Agreement bearing facsimile signatures are exchanged between the parties, such copies shall in all respects have the same weight, force and legal effect and shall be fully as valid, binding, and enforceable as if such signed scanned copies were original documents bearing original signatures.
  19. NOTICES:  All notices or other communication given pursuant to this Agreement shall be in writing and shall be delivered to Company address by either personal service, regular mail, or email. Such notice shall be deemed to be given on the day of its actual receipt.

 

IN WITNESS WHEREOF, the parties hereto agree to the above terms and have either executed it or caused it to be executed in their names by their duly authorized officers.

 

Advertiser: Accepted by Making a Purchase Company: Ads 3Sixty, LLC