HomeMy WebLinkAboutContract 488522/15/2017
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MALL NETWORKS
Adspace Networks, Inc.
99 Park Avenue, Suite 310,
New York, NY 10016
Ph: 646367�300
Fax: (214) 370-3037
Email: tsmith@adspacenetworks.com
Account Executive: Tisha Smith
BillboardPlanet: Contract Print Version
CI� 3�CRETA�9P , �� J� -
CONTRACT N0. __.
Display Agreement
BP Contract # P290170 Date: 1/12/2017
From: 2/27/2017
To: 12/7/2117
Advertiser: City of Fort Worth
Product: General Services
.. . . . _ ,J .. . .. ` . . . .
FWISD Elementary School Art Show (March 7) : Hulen Mall, Dallas-Fort Worth, TX
1.
12 15 2/27/2017 3/5/2017 7 $2,029.50 $125.00 $125.00
Women's History Month (March) : Hulen Mall, Dallas-Fort Worth, TX
2.
12 15 3/6/2017 3/12/2017 7 $2,029.50 $125.00 $125.00
FWISD Middle School Art Show (March 21) : Hulen Mall, Dallas-Fort Worth, TX
3.
12 15 3/13/2017 3/19/2017 7 $2,029.50 $125.00 $125.00
National Library Week (April 9-15) : Hulen Mall, Dallas-Fort Worth, TX
4.
12 15 4/6/2017 4/12/2017 7 $2,029.50 $125.00 $125.00
FWISD High School Art Show (April 11) : Hulen Mall, Dallas-Fort Worth, TX
5.
12 15 4/3/2017 4/9/2017 7 $2,029.50 $125.00 $125.00
Cliburn Concert (April 13) : Hulen Mall, Dallas-Fort Worth, 7X
6.
12 15 4/6/2017 4/12/2017 7 $2,029.50 $125.00 $125.00
Volunteer Appreciation Week (April 23-29) : Hulen Mall, Dallas-Fort Worth, TX
7.
12 15 4/20/2017 4/26/2017 7 $2,029.50 $125.00 $125.00
Dia de bs Ninos (April 24 - 29) : Hulen Mall, Dallas-Fort Worth, TX
8.
12 15 4/24/2017 4/30/2017 7 $2,029.50 $125.00 $125.00
Jazz Series #1 (May 18 - Rene Marie) : Hulen Mall, Dallas-Fort Worth, TX
9.
12 15 5/il/2017 5/17/2017 7 $2,029.50 $125.00 $125.00
National Pet Month events (May tbd) : Hulen Mall, Dallas-Fort Worth, TX
10.
12 15 5/il/2017 5/17/2017 7 $2,029.50 $125.00 $125.00
FW Local History Month (Junel : Hulen Mail, Dallas-Fort Worth, "rX
il.
12 15 6/1/2017 6/7/2017 7 $2,029.50 $125.00 $125.00
Jazz Series #2 (June 15 - Duane Durrett) : Hulen Mall, Dallas-Fort Worth, 7X
12.
12 15 6/8/2017 6/14/2017 7 $2,029.50 $125.00 $125.00
Jazz Series #3 (July 20 - Bobby Falk) : Hulen Mall, Dallas-Fort Worth, TX
13.
12 15 7/13/2017 7/19/2017 7 $2,029.50 $125.00 �$125�00 -
Author Roundup (Aug 12) : Hulen Mall, Dallas-Fort Worth, TX i _ '�
14. ,
12 15 8/3/2017 8/9/2117 36531 $2,029.50 $125.00 �$1`�5.00' a
]azz Series #4 (Aug 17 - Fingerprints) : Hulen Mall, Dallas-Fort Worth, TX !i '`�
15. 12 15 8/10/2017 8/16/21ll $2,029.50 $125.00 �$125.04' 3
36531
Worth Reading Celebration (Sept 9) : Hulen Mall, Dallas-Fort Worth, TX �, ; '
16. _
12 15 8/31/20ll 9/6/2117 36531 $z�029.50 $125.00 �u5_.00.,
Library Card Signup Month (September) : Hulen Mall, Dallas-Fort Worth, TX
17.
12 15 9/4/2017 9/10/2117 36531 �z�029.50 $125.00 $125.00
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18. North Texas Giving Day (Sept 14) : Hulen Mall, Dallas-Fort Worth, TX
12 15 9/7/2017 9/13/2117 36531 �Z�029.50 $125.00 $125.00
]azz Series #5 (Sept 21 - Vandell Andrew) : Hulen Mall, Dallas-Fort Worth, TX
19.
12 15 9/14/2017 9/20/2117 36531 $Z�029.50 $125.00 $125.00
National Friends of Libraries Week (Oct ?) : Hulen Mall, Dallas-Fort Worth, TX
20.
12 15 10/1/2017 10/7/Z101 30687 �Z�029.50 $125.00 $125.00
Dickens (December) : Hulen Mall, Dallas-Fort Worth, TX
21.
12 15 12/1/2017 12/7/2117 36531 �2.029.50 $125.00 $125.00
tbd - Author Series? : Hulen Mall, Dallas-Fort Worth, TX
22.
12 15 12/1/2017 12/7/2017 7 $2,029.50 $125.00 $125.00
tbd - Author Series? : Hulen Mall, Dallas-Fort Worth, TX
23.
12 15 12/1/2017 12/7/2117 36531 $Z�029.50 $125.00 $125.00
tbd - Author Series? : Hulen Mall, Dallas-Fort Worth, TX
24.
12 15 12/1/2017 12/7/2117 36531 $2,029.50 $125.00 $125.00
Net Total $3,000.00
Artwork Name / Des
pecial Instructions:
Na � �I` � 1 lo,� �� �Q �
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Date: � / � � / � �
OFFICIA� RE�OFt � �
CITY SECRETAR�°;'
Fi'. WC�RTH, TX
Total
Production Total $0.00
Grand Total $3,000.00
AUTHORIZED SIGNATURE (ADVERTISER)
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Name:
Title:
Date:
AS TO FORM AND LEGALITY
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2J15/2017
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MALL NETW�RKS
BP Contract # P290170
Bill To Contact Information
Company Name City of Fort Worth
Address 500 W 3rd St, Fort Worth
Fort Worth, TX 76102
Phone (817)392-7338
Fax
Email
Creative Contact Information
BillboardPlanet: Contract Print Version
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The follo�ving terms and condi6ons are deemed to be incorporated into each advertising nuertion order (the "Insertion Order") accepted by Adspace.
I. DEFINITIONS.
1.1 "Advertising Message" means the advertising con[ent as it is to be presented on Adspace Displays.
12 "Adver[iser Materials" means any and all logos, text, graphics, designs, images, pho[ographs or any other cortent, matter or thing (of any nature whatscever) conhained in an Advertising Message or
othenvise provided by Adverfiser to Adspace.
13 "Adveruser" means ihe entity listed opposite "Company Name" on ihe attached Insertion Order.
1.4 "Adspace Advertising" means the presentafion of the Advertising Message on one or more Adspace Dispiays as purchased by Adver6ser pursuant to the attached Insertion Order.
1.5 "Adspace" means Adspace Nerivorks, Inc, a Delaware corporarion, with principal place of business at: 99 Park Avenue, Suite 310 New York, NY 10016, USA
1.6 "Adspace Displa�' means any diatal monitor, plasma screen, or other elechonic display medium supported by Adspace's hardware, software and associated produc� (whed�er owned or licensed),
including such products as the Adspace Display Connolfer, Adspace Server (Site Controller; Nehvork Controller), Adspace Management Workstation, and all associated equipment for the presenlafion of
advertising.
1.7 "Adspace Venue" means the venues where Adspace Displays are Iceated and for which Adspace has the right to present advertising.
2. PLACEMENT OF ADVERTISING AND LICENSE.
2.1 Advertising Message. Advertiser will provide Adspace �vith the Adveriising Message no latet than ten (10) days before the Advertisicig Message is scheduled to run, uoless Creative Services are being
provided pursuant to Secrion 3 below. Following submission ro Adspace, the Advertising Message may not be changed, modi£ed or subsfiNted by Advertiser nor may Advertiser alter or modify the subject
of such Advertising Message without the express written consent of Adspace. Advertiser hereby represenfs and warrants that the Advettising Message is hvthful, accurate and complete in all regards and
Advertiser is solely responsble for ali content wnhained in the Advertising Message, including without Iimitarion any inaccuracy, false statement or deception. The AdverBser further represents, warrants
and covenants that it has aIl right, dQe and interest in and to the Advertising Message, including alI rights to use any copyrights, trademarks and oilier intellechwl property, proprietary, privacy or o�her rights
conpined therein, as well as the right to subticense such copyrights, hademarks, other inteltectual property rights and all other rights in the Advertising Message to permit Adspace to reproduce and display
the Adver6sing Message as provided herein.
2.2 License. Advertiser hereby grants Adspace a non-exclusive, non-hansferable, worldwide, royalty-free, fully-paid license to reproduce and display the Adveriising Message (including all Advertiser
MateriaLs, content, trademarks, copyrights, brand features and other proprietary and intellectua( property rights conlained therein) as provided herein and to reproduce and display the Advertising Message,
u� whole or in part, in connecUon �vith anypromodonal or advertising material of Adspace or any campaign promoting, advertising or demonstrating Adspace's products or services.
23 Placement. Advertiser aclrno�vledges and agrees that positioning and scheduling for display of 1he Advertising Message(s) are contmgent upon Adspace's tunely receipt of the Advertising Message and
reasonable assistance from Advertiser. Advertiser aclmowledges that Adspace, at its sole discretioq will determine the posirioning and scheduling of the Advertising Message within a sequence of
advertisements presented on the Adspace Displays, and that such position is subject to availability and scheduling of other advertising messages conmined in the Adspace Displays. Adspace reserves the right
at its sole discretion and at any time to modify the proposed posifioning and scheduling for display of any Advertising Message. In the event Adspace is not able to provide positioning and scheduling for
display of an Adverdsing Message as specified in this Insertion Order, Adspace will provide, at its discretion, either makegood positioning and scheduling on reasonabty comparable terms or a credit to
Advertiser of any pre-paid services that were not performed by Adspace as provided herein. Such makegood or credit shall renresent Advertiser's sole and exclusive remedy with respect to modifications
to posirioning or scheduling for display of an Advertising Message.
2.4 Advertiser agrees thatpresenhafion of the Advertising Message on the Adspace Display(s) specified in the Insertion Order attached hereto is subject to ihe tem�s and conditions of all agreement(s)
governing Adspace's right� rvith respect to each corresponding Adspace Venue, and that in the event of any conflict benveen such agreements with Adspace Uenue providers and this Ageement, the terms
and conditions of ihe applicable venue provider ageements shall conhol. Adspace reserves ihe right to reject ot remove any Advertising Message tltat is or thteatens ro be in violadon of any such
agreemenis with Adspace Uenue providers or othenvise objectionable to Adspace. Nothing contained herein shall prevent Adspace from displaying or carrying advertisements for any product or business
competitive with the product or business of Advertiser.
3. CREATIVE SERVICES. To fhe extent Adspace is providing creative services to Advertiser pursuant to the Insertion Order, fhe addi6onal terms and condifions set forth in Rider A(Creative Services
Terms and Condifions) shall apply to the Advertiser and are heceby deemed incocporared by reference and made part of this Agreement.
4. PAYMENT. Adspace will invoice Advertiser mont}ily for Hie fee(s) indicated in the Insertion Order. Advertiser agrees to pay all invoices within tliirty (30) days of the date thereupon (the "Due Date").
Any past due amounis shall be subject to interest at the rate which is the Iesser of (a) 1.5% per month, compounded monthly, from the Due Date until all oufsknding amounfs are paid, ar(b) the maximum
amount permitted by applicable law. In the event of failure by ffie Advertiser to make payment, the Advertiser will be responsible for all expenses (including legal fees) incurred by Adspace in collecting
the amounts due. Adspace shall not be obligated to provide any Adspace Adverusing or any other advertising services ro Adverhser under this Ageement or any other agreement behveen Adspace and
Advertiser Following any failure by Advertiser ro pay any amounts due hereunder; provided, however, that the terminadon of Adspace's obligaflon ro provide such services shall not relieve Advertiser from
ifs obligation tn pay any fees iha[ have accrued with respectto any sen�ices provided by Adspace hereunder.
5. RIGH'P TO REJECT ADVERTISING MESSAGES. Adspace reserves the right, at its sole discre6on, to reject or remove any Advertising Message that in Adspace's judgment (a) would violate any
applicable law, regulation, or ihird-party right; (b) confains pomographic, ohscene, offensive or inaccurate material; (c) enwurages illegal acfivity, racism or bigotry; (� contains statements that are or
coidd be defamatory, Gbelous or slanderous; (e) provides inswctions or discussions about illegal activiries; (� constitutes a potenfial infringement of any thud part}+s copyright, trademark or other
proprietary or intellectual property right; (g) promotes fraudulen[ offers of goods and services; (h) could create legal liability or adverse pubGcity lo Adspace; or (i) is o[henvise inconsistent �vith Adspace's
adver6sing policies; provided, l�owever, ffiat, norivithstanding the foregoing, Adspace has no responsibility or obligation to review any Advertising Message and the presenbtion of any Advertising Message
by Adspace shall notbe deemed to constitute an acceptance or approval of such Advertising Message.
6. AGENCIES. The Advertiser (including, as applicable, advertising agencies making orders on behalf of clients) is responsble for the timely payment of all amounts due hereunder and for all other
Advertiser obligaUons set forth herein. By signing this Agreement as Advertisers, advertising agencies represent and warrant that they are the duly consfituted agent of their clients, with full right, power, and
authority to bind and enter into contracts on behalf of such clienL Adspace reserves the right to hold ihe advertising agency and i1s client joinily and severally liable for all payments and other obligations
under this Agreement
7. TERM AND TERMINATTON. 'Ihe term of this Ageement shall begin on the date first set forth on the front of the Insertion Order and shall continue in effect until the Advertising Message has been
displayed at the Adspace Venues for the indicated period as set forih in the Insertion Order, unless earlier terminated pursuant to this Ageement This Agreement may only be [ermina[ed under the
following cucumstances: (a) by either Advertiser or Adspace in the event the other party has breached any representadon, warranty or covenant contained in this Agreement; provided, however, that
Advettiser shall give Adspace notice of any alleged breach of this Agreement and an opportunity to cure such breach for at least 10 days before terminaling this Agreement, and (b) by Adspace, in the
event (i) it is unabie [o sa[isfy ifs obligations hereunder as a result of a Force Majeure Cause (as defined below), (n) there is a terminafion of Adspace's lease or agreement for any Adspace Venue; (iri)
Adspace or its par[ners disapprove of any Advertising Message, or is subject to adverse publicity of any nature resulting from the presenption of the Advertising Message, or (iv) such Advertising Message
is objecuonable as othenvise provided in this Agreement Either party terminating this Agreement pursuantto the terms of this Secdon 7 shall prompdyprovide written nouce of such terminauon to the other
part}: Upon the effective date of termination of this Ageement, each party's rights and ob6gafions hereunder shall immediately cease; and neither party witl be Gable to the other because of such
tenninafion for damages, Ioss of prospecfive pro6ts, an4cipated sales, goodwill, or for expenditures, investmencs, or commihnenis made in connection with this Agreement; provided, however, that Adspace
shall be endUed ro payment for all services provided as of the date of such termination and Advertiser shall be en6tled , as its sole and exclusive remedy, to a credit of any pre-paid services that were not
performed by Adspace as of the date of such tennination and; provided, further, the provisions in Secfions 4, 7, 9, 10 and 11 of this Ageement shall survive the expirarion or termina6on hereof. Tfvs
Ageement and Advertiser's order may not be cancelled or terminated byAdvertiser for any reason except as expressly permitted herein.
8. ADDITTONAL REPRESENTATIONS l�ND WARRANTIFS. Each part}- represent; and warran� to the other party the? this Agreement, when executed and delivered by such part}; will constitute the
legal, valid, and bindiug obligation of such part}; enforceable agaiast such party in accordance with its terms. Advertiser reprecentc and warrants thak the presentation nf the Advertiiug Message doec nnt
violate any law or regulafion. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES PROVIDED BY ADSPACE HEREiJNDER ARE PROVIDED "AS IS" AND "AS AVAILABLE."
ADSPACE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING TfIESE SERVICES OR ANY OTHER ITEMS OR SERVICES IT MAY
PROVIDE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCIIANTABILITY, FITNESS FOR A PARTTCULAR PURPOSE, OR NON-INFRINGEMENT AND
IMPLIED WARRANTTFS ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. Wilhout limiting ihe generality of ihe foregoing, Adspace dces not
warrant that the Adspace Advertising will be free from bugs, defects, or errors, or tha[ the Adspace Advertising will be presented witl�ou[ interruption.
9. LIMITATION OF LIABILITY. NEIT'I-IER ADSPACE NOR ANY OF ITS OFFICERS, DIRECTORS, OR AGEN"I'S SHALL HAVE ANY LIABILITY AS A RESULT OF ANY IN'I'ERRUPTED
SERVICE, ERRORS, OR DELAYS IN PROVIDING TI-IE SERVICE OR FAILURE TO PROVIDE Tf� SERVICE AT A PARTiCULAR TIME. �VITHOUT LIMITING THE FOREGOING,
ADSPACE'S ENTIRE LIABILITY HEREUNDER (�VIIETIIER IN TORT, CONCRACT, OR ANY OTHER THEORI� AND ADVERTISER'S SOLE REMEDY IS FOR ADSPACE, IN ITS SOLE
DISCRETION, TO EITHER PROVIDE THE ADVERTISING SERVICES OR REFCJND AN EQUITABLE PORTION OF ANY AMOLINI'S PAID BY ADVERTISER FOR ADVERTISING
UNDER Tf� INSERTION ORDER. IN NO EVENT SHALL ADSPACE BE LIABLE FOR INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, OR CONSEQUENITAL DAMAGES OR
COSTS, INCLUDING, BUT NOT LIMITED TO, ANY IAST PROFITS OR REVENLJES, LOSS OF USE OR GOODVVILL, LOSS OF DATA, OR ANY THIRD PARTY CLAIMS, EVEN IF
ADVERTISER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.� . 'Nndemni��Pfendandhni�tA ma�P p���,�t}tg�eyee€,rQ�=€�a#a�iues�et�dsg�t�p8-h , , „ �)
11. MISCELLANEOUS.
11.1 Entire Agreement This Agreement seis forth the entire understanding benveen the parties and supersedes any prior agreements and representa6ons behveen the parties, whether written or oral,
regarding ihe subject matter contained herein. This Agreement may be amended and any provision herein waived only by muNal agreement of ihe parues as evidenced in a wrifing.
I f.2—Z'�='� T�„� eiffa ' - _ ani-sl�a3l-be�-� . e��� �f+�,eSiate.-e�Afe+t`'larl�-A�Y-�isPaies-acisi�� s er
bindine arbitr�oni *� � - —" s e ' �e-ag«rjen ' ' ' ' • ta�?.� r,:....;,in : ; �^�:"� �e� � to reasonable attorney's
�ee� nec�s�n'�' hs.s� ts:in=a��iti�Ftto-ae�y-�41ae,��eli f � h ach}�atq'—'T'�3c�'en9Hed.
113 Waiver/SeverabiGty. The waiver by either party of a breach or right under this Agreement will not constitute a waiver of any other or subsequent breach or right. If any provision of this Agreement is
found to be invaGd or unenforceable by a court of competent jurisdicuon, such provision shall be severed from the remainder of this Agreement, which will remain in full force and effect
11.4 Force Majeure. Adspace shall not be in default or othenvise liable for any delay in or failure of its performance under tfvs Agreement where such delay or failure oF its performance hereunder arises
by reason of any act of God (i.e. fire, flood, earthquake); act of terrorism, disruptions of the Internet, telecommunications facilities or public utilities, power failures, acts of war, the elements; strikes or
�
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labor disputes; material or labor shortage, or other causes beyond the control of Adspace (each, a"Force Majeure Cause").
1 LS Marketing and Promotions. AdverUser agees to serve as a ciutomer reference for Adspace. Serving as a"customer reference" means that Adspace may include Advertiser's name and corporate
logos on i� client list and reference Advertiser in its corporate brcehure aud other printed materials and press releases.
11.6 No Assignment or Resale. Advertiser may not resell, assign or transfer this Agreement or any of the rights hereunder wiUiout the express �vritten consent of Adspace.
By signing below, you, as "Advertiser" indicate that you have read and ageed to be bound by this Insertion Order, the Advertising Standard Terms and Conditions and, as applicable, the attached Creafive
Services Terms and Condifions (collecfively, [he "AgeemenP') behveen "Advertiser" and Adspace Nenvorks, Ine.
ce
Nam¢: "'�l �[�6 �'I � �- l� Name:
/ '�P
Title: ��Y L � d �i�- � Title: _
Date: � / L � / � � Date:
OFFI�IAL RECORD
CI7'�` SE�f�ETARY
F'�. VYOftTH, TX
�Y[�3�G�Z�JT
VED AS TO FORM AND LEGALIIY
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CITYATTO EY
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RIDER A
CREATIVE SERVICES TERMS AND CONDITIONS
BillboardPlanet: Contract Print Version
The following addifional terms and condi6ons are deemed to be incorporated in any Insertion Order pursuant to which Adspace has agreed to provide creative services (the "Creative Services"). All terms
used herein that are not othenvise defined herein, shall have the meaning set forth in the Advertising Slandard Terms and Condifions.
Descripfion of Creative Services:
1. DELIVERY OF ADVERITSING MATERIAL S: Advertiser shall deGver all Advertuing Materials to be used in connecfion with performing the Creative Services to Adspace no later than hventy-one
(21) days before the scheduled launch date of the Advertising Message.
2. LICENSE: Adveriiser hereby gants Adspace a non-exciusive, non-hansferable, worldwide, royalty-free, fully-paid license [o use, copy, modify, adapt, reproduce and dispiay the Advertiser Materials
(including all content, trademarks, copyrights, brand features and other intellectual property contained therein) for the purpose ofproviding the Crearive Services and creating the Advertising Message.
3. REPRESENTpTIONS AND WARItANTIES: The Adverliser hereby represents, warrants and covenanfs tha[ it has all right, tide and interest in ard to the Advertiser Materials, including all rights to use
any copyrights, trademarks and other intellecmal property conrained therein, as well as the right ro sublicense such cop}�ights, hademarks, other inteliectual property rights and alt other rights iu the
Adverfising Materials tn allow Adspace to use, copy, modify, adapt, reproduce and display all such Advertiser Materials in connection with providing the Creafive Services specified herein. The Advertiser
further represents and warrants that the Advertiser Materials do not contain any false, decepfive or misleading information and that�vhen incorporated into an Advertising Message, such Adver6sing
Message shall not contain any false, misleading or deceptive information. The Advertiser shall be solely responsible for the content of all final Adverlising Messages created hereunder.
4. OWNERSHIP. The Advertiser shall retain ownership of the Adverrising Message created hereunder and the Advertiser Materials, provided however, Adspace shall retain all ownership rights in all
proprietary methods, processes, techniques, tools and designs used by Adspace in performing the Creative Services and creating the Advertising Message. By performing the Creative Services for
Advertiser, Adspace dces not in any way grant any ownership interes[ in or to its own co�denrial and proprietary informarion or intellectual property rights. Adspace reserves the righ[ to use its own
methods, processes, techciiques, tools and desigas to perform services for other advertisers and offienvise in its business, and such methods, processes, techniques, tools and desigos shall not be deemed
"works made for hire" or othenvise the property of Advertiser.
5. REVISLONS: Adver6ser shall be enfided to request one revision to the Advertising Message created by Advpace without charge. Advertiser acimowledges and agrees that, to the extent it requesLc
revisions ro any Advertising Message created by Adspace, such request may delay the timing of the schedule and display of the Advertising Message. Any and all revisions to any Advertising Message
created by Adspace shal! be made solely by Adspace.
6. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES PROVIDED BY ADSPACE HEREUNDER ARE PROVIDED "AS IS" AND "AS AVAILABLE." ADSPACE DISCLAIMS
ALL �VARRANTIES OF ANY KIND, V✓IIIETIIER EXPRESS OR IMPLIED, REGARDING THESE SERVICES OR t1NY OTHER ITEMS OR SERVICES IT MAY PROVIDE, INCLUDING BUT
NOT LIMITED TO ANY IMPLIED WARRAN'i'Y OF MERCIIANTABILITY, FIINESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND IMPLIED WARRANT'IES
ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
7. LIMITATION OF LIABILITY. NEITHER ADSPACE NOR ANY OF ITS OFFICERS, DIRECTORS, OR AGENTS SHALL HAVE ANY LIABILITY AS A RESULT OF ANY INTERRUPTED
SERVICE, ERRORS, OR DELAYS IN PROVIDING Tf� SERVICE OR FAILURE TO PROVIDE SERVICE AT A PARTICULAR TIME. WITIIOUT LIMITING THE FOREGOING,
ADSPACE'S ENTIRE LIABILITY HEREUNDER (WIiETHER IN TORT, CONTRACT, OR ANY OTHER THEORl� AND ADVERTISER'S SOLE REMEDY IS FOR ADSPACE, IN ITS SOLE
DISCRETION, TO EITHER PROVIDE Tf� CREATIVE SERVICES OR REFUND AN EQUITpBLE PORTION OF ANY AMOUNTS PA1D BY ADVERTISER FOR CREATIVE SERVICES
UNDER Tf� INSERTION ORDER. IN NO EVENT SHALL ADSPACE BE LIABLE FOR INDIRECT, F.XF.MPLARY, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR
COSTS, INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS OR REVENUES, LOSS OF USE OR GOODWILL, LOSS OF DATA, OR ANY THIRD PARTY CLAIMS, E�IEN IF
ADVERTISER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCA DAMAGES.
8. INDEMNIFICATION. Advertiser �vill indemnify, defend, and hold Adspace and its employees, representafives, and agents harmless against any Claim brought or threatened against Adspace and any
and alllosses, damages, suits,pidgments, costs, and expenses (including litigafion costs and reasonable attomeys' fees) arising under any such Claim, to ihe extent that such Claim is based on or arises from:
(a) any of Adveriiser's products or services; (b) any claun relating to 8�e Advertiser Materials, including without I'unitauon any claans dia[ the Adverfiser Materials infringe any copyright, trademark, or
other intellectual property rights of a third party or conrain any material or informafion that is obscene, defamatory, violates any law or regutation, or breach the rights of any person or en6ty, including,
without limitafion, rights of publicity, privacy or personality; and/or (c) a breach by Advertiser of its represenhations, warranties and covenants contained herein.
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RECOMMENDED BY: ' ' i 1'
Mari n Marv" Assistant Librar Director
::
Contract Compliance Manager:
By signing I acicnowledge that I am the person responsible for the monitoring and administration of this conh�act,
including ensuring all performance and reporting requirements.
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Maril�n Marvin,; Assistant Librai�y Director
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