Terms and Conditions

1. DEFINED TERMS.

As used in this Advertising Agreement, these terms shall have the meanings set forth below:
“Advertising Materials” shall mean all Printed Advertising Materials as defined in Section 4.
“Campaign” shall mean the advertising campaign described in the Advertising Agreement.
“All City Ads” shall mean All City Ads, LLC, a Florida limited liability company and its successors and assigns.
“Commencement Date” shall mean the date identified as the commencement date of the Campaign in the Advertising Agreement. “Confidential Information” shall mean any non-public information relating to or disclosed by a party arising from or in connection with this Advertising Agreement.
“Advertising Agreement” shall mean the applicable sales Advertising Agreement for advertising services, these terms and conditions and all guidelines expressly referred to herein, all as the same may be modified from time to time.
“Client” shall mean the advertiser and any agency or buying service named in the Advertising Agreement.
“Delivery Date” shall mean the date(s) for the delivery of Advertising Materials as set forth in the Advertising Agreement.
“Sign” or “Signs” shall mean the sign or signs identified in the Advertising Agreement for the placement of the advertising for the Campaign.

2. PAYMENT

a. Client shall pay in advance for the services covered by this Advertising Agreement unless otherwise expressly agreed to in writing.
b. If All City Ads has extended credit to Client, All City Ads shall, from time to time at intervals following the Commencement Date, bill the “Invoice to” Client at the e-mail address set forth in the Advertising Agreement, or to the address provided by Client if Client chooses to receive invoices by mail.
c. Payment by Client for services rendered hereunder is due within 30 days of the date of the invoice, unless otherwise agreed to in writing.
d. Past due accounts shall be charged interest from the date of the invoice at a per annum rate of 12%, or the highest rate allowed by applicable law, whichever is less.
e. If Client disputes any charges or notices any errors on an invoice, Client shall contact All City Ads via email sent to info@allcityads.com within 10 days of the invoice date, stating the invoice number, amount and description of the alleged dispute or error, and provide any supporting documentation as may be reasonably required by All City Ads. All invoice charges shall be considered valid if Client fails to timely provide notice to All City Ads of any dispute or error as required herein.
f. If Client is past due in payment of any amount, All City Ads may change the terms of payment by giving Client written notice. If All City Ads refers to this Advertising Agreement for collection, Client shall pay all collection costs incurred by All City Ads, including reasonable attorney’s fees and court costs.

3. RIGHTS, OBLIGATIONS AND OTHER AGREEMENTS OF THE PARTIES

3.1 OF CLIENT

a. Client represents and warrants to All City Ads that (1) at all times hereunder, all of Client’s products and services, Advertising Materials and, to the extent applicable shall comply with all applicable federal, state and local laws and regulations,
(2) Client is the rightful owner or licensee of the advertising content and the advertising content (i) does not infringe, violate, or misappropriate any trademark, patent, copyright, trade secret, or any other intellectual property right of any third party, (ii) does not contain libelous material, and (iii) includes any disclaimers that may be required by applicable laws, statutes, ordinances, rules and regulations.
(3) if the Client entering into this Advertising Agreement is an agency or buying service, it has the right to grant the rights and licenses granted herein and the right, power and authority to enter into this Advertising Agreement on behalf of the advertiser. All legal obligations arising under this Advertising Agreement are and shall be binding on said agency or buying service and the advertiser, and
(4) if this Advertising Agreement is entered into by an agency or buying service as Client on behalf of an advertiser, such agency or buying service is liable for invoice payments only to the extent it has been paid by the advertiser. The agency or buying service hereby assigns to All City Ads all of its rights, title and interest in any claim it may hereafter have for non-payment by advertiser or in the event of a bankruptcy by the advertiser for payment under this Advertising Agreement and agrees not to file any protest to such claim of All City Ads.

3.2 OF ALL CITY ADS

a. All City Ads, at its sole discretion, may reject or remove any advertising material, art or copy, for any reason or no reason at any time during the term of this Advertising Agreement. In such case, (i) All City Ads and/or Client may terminate this Advertising Agreement and All City Ads will reimburse Client any prepaid amounts made by Client to All City Ads for the unexpired portion of the Advertising Agreement and (ii) unless All City Ads’s rejection or removal is due to Client or Client’s advertising material, Client shall be entitled to receive from All City Ads a sum equal to the actual non-cancelable out-of-pocket costs necessarily incurred by Client for production of Advertising Materials which was not displayed.
b. Subject to All City Ads’s right to remove posted copy, all approved Advertising Materials, shall be posted, installed and maintained by All City Ads or its designee in accordance with the terms of the Advertising Agreement.
c. All City Ads shall furnish to Client proof of install / maintenance as follows (1) one close-up photo or digital print for each execution within a campaign including a detailed report when available, Rotation cycles shall not be photographed unless the creative copy changes,
d. All City Ads’s obligations under this Advertising Agreement are subject to and subordinate to the terms and conditions of any applicable other agreements, such as with local city governments and any other applicable federal, state and local laws and regulations.
e. If Advertising Materials are timely delivered, All City Ads shall complete installation of the displays in a timely manner. Client advertising start date does not start until the installation of advertising as specified in the Advertising Agreement.
f. TO THE EXTENT PERMITTED BY LAW, ALL CITY ADS MAKES NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, ABOUT THE SERVICES DESCRIBED IN THIS ADVERTISING AGREEMENT AND DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.

3.3 PREVENTION OF ECONOMIC CRIME AND ANTI-CORRUPTION COMPLIANCE

a. Client will carry out its obligations under this Advertising Agreement in compliance with all applicable laws relating to the prevention of bribery, fraud, tax evasion, conflicts of interest, insider dealing and money laundering (including without limitation applicable lobbying, anti- bribery, anti-monopoly and government Advertising Agreement laws, rules and regulations and all applicable laws prohibiting fraud or falsification of business documents and records) concerning interaction with public officials and private entities and individuals that are from time to time in force including but not limited to: The US Foreign Corrupt Practices Act 1977; and any other applicable local, state, federal, or international laws applicable to the operation of this Advertising Agreement or the Client (together, “Applicable Economic Crime Laws”).
b. Client shall ensure that all of its shareholders, officers, directors, employees, agents, and any other persons or entities acting on its behalf in connection with the operation of this Advertising Agreement (collectively, the "Client Representatives") do so only in compliance with Applicable Economic Crime Laws. Client shall be responsible for the observance and performance by the Client Representatives of the Applicable Economic Crime Laws.

4. CONTENT, PRODUCTION AND DELIVERY

4.1 PRINTED ARTWORK AND PRODUCTION MATERIALS

a. “Printed Advertising Materials” is defined as materials of quality and in quantity as specified in the Production Advertising Agreement if applicable, or as otherwise agreed to by the parties to meet the needs hereunder, at places designated by All City Ads, shipping charges prepaid, and in weight tensile strength, opacity, size and sort. Client shall be responsible for any and all costs in connection with the creation, production and delivery to All City Ads of the Printed Advertising Materials as contemplated under this Advertising Agreement unless otherwise stated.
b. If Client is providing the artwork then Client shall deliver the creative file and any other required materials to All City Ads not later then 10 business days after the signing of this Advertising agreement. Artwork shall follow the guidelines file provided to client with the required file formats, resolution, and artwork trims. All City Ads may require additional time for the delivery of Printed Advertising Materials as required under the circumstances, including, without limitation, if third party approval for the Printed Advertising Materials is required.

4.2 ARCHIVAL MATERIAL AND RIGHT TO USE.

All City Ads may keep Advertising Materials as it deems fit for All City Ads’s own archival purposes. Client authorizes All City Ads to use a picture or photograph of All City Ads’s Sign or Signs displaying the Campaign for All City Ads’s promotional, advertising or prospective sales purposes with clients, prospective clients or for internal use.

4.3 CHANGE OUT OF ADVERTISING MATERIALS.

Client may request replacement advertising copy change outs subsequent to the initial advertising copy. All City Ads may charge Client for any work associated with complying with Client’s request for replacement advertising copy change outs as part of the advertising services provided by All City Ads to Client. This includes artwork, printing, install, or maintenance fees. If client is part of a shared advertising sign then this request might not be possible until advertising term is over.

4.4 RIGHTS AND OBLIGATIONS

The provision of advertising services by All City Ads to Client does not transfer any ownership rights of any advertising structure. Client acknowledges and agrees that no lease or license shall arise from the provision of advertising services.

5. DISRUPTION OF PERFORMANCE; LOSS OF USE

a. Except as otherwise provided herein, if All City Ads is unable to perform any of its obligations hereunder as a result of a force majeure, labor dispute, law, government action or order, or similar causes beyond All City Ads’s reasonable control, All City Ads shall promptly notify the Client. Client’s sole and exclusive remedy for a delay or failure to perform under this subsection 5(a) shall be receipt of services of substantially equivalent value to what was lost as a consequence of such delay or failure to perform. In no event shall such a delay or failure to perform constitute a breach of this Advertising Agreement or provide Client with any other right, claim or remedy under this Advertising Agreement or at law.
b. If any Sign selected for inclusion in the Campaign shall not be operational as of the Commencement Date or becomes unavailable for use for any reason whatsoever during the Campaign, All City Ads shall try its best to print and install another equal sign and promptly notify the Client. In no event shall All City Ads’s failure to make a Sign available hereunder in the circumstances described herein constitute a breach of this Advertising Agreement or provide Client any other right, claim or remedy under this Advertising Agreement or at law but Client shall be entitled to a refund of any prepaid amounts made by Client to All City Ads for any impacted Sign that becomes inoperable, or unavailable.

6. TERMINATION

a. All City Ads may by providing 14 days advance written notice to Client, and if Client fails to cure such breach prior to expiration of the 14 days, terminate this Advertising Agreement (1) upon material breach by Client such as any monies to be paid by Client to All City Ads are past due. All City Ads’s notice shall set forth a summary of the alleged breach and All City Ads agrees to provide any supporting documentation as may be reasonably requested by Client. Upon any termination under this section (a), all unpaid, accrued charges hereunder shall immediately become due and payable and, in addition, Client shall pay All City Ads, as liquidated damages and not as a penalty, (i) 100% of the amount payable hereunder for the portion of the Campaign to run in the 60 day period after such termination and (ii) 50% of the amount payable hereunder for the portion of the Campaign to run thereafter.
b. Client may by providing 14 days advance written notice to All City Ads, and if All City Ads fails to cure such breach prior to expiration of the 14 days, terminate this Advertising Agreement upon material breach by All City Ads. Client’s notice shall set forth a summary of the alleged breach and Client agrees to provide any supporting documentation as may be reasonably requested by All City Ads. Upon such termination, All City Ads shall reimburse Client any prepaid amounts made by Client to All City Ads for the unexpired portion of the Advertising Agreement and pay to Client, as liquidated damages and not as a penalty, and as Client’s sole and exclusive remedy, a sum equal to the actual non-cancelable out-of-pocket costs necessarily incurred by Client prior to the date of termination for production and delivery to All City Ads of the Advertising Materials hereunder which were not displayed.
c. Except as otherwise specified herein, this Advertising Agreement is non-cancelable and neither party shall be liable to the other party for incidental, indirect, consequential or punitive damages or lost profits.

7. INDEMNIFICATION AND HOLD HARMLESS

Client shall defend, hold harmless and indemnify All City Ads, its parents, subsidiaries and affiliates, and their respective officers, directors, employees, agents and designees from any and all claims, actions, causes of action, losses, liabilities, demands, damages, penalties, fines, costs and expenses including, without limitation, any incidental, indirect, consequential, punitive or statutory damages or lost profits to a third party, arising from, connected with or related to (i) Client’s Advertising Materials, including, infringement in any manner of any copyright, patent, trademark, trade secret or other right of any third party, presentation of any material or information that violates any law or regulation, or failure to include any disclaimer that may be required by applicable laws, statutes, ordinances, rules and regulations or (ii) Client’s products and services.

8. GENERAL

a. It is agreed that the laws of the State of Florida shall govern the construction and interpretation of this Advertising Agreement and the rights and obligations set forth herein. The parties hereto irrevocably waive any and all rights to trial by jury in any proceeding arising out of or relating to this Advertising Agreement.
b. Client may not assign or transfer this Advertising Agreement without first obtaining the written consent of All City Ads; nor is All City Ads required to post, install or maintain any material under this Advertising Agreement for the benefit of any person or entity other than the Client named in the Advertising Agreement.
c. Each party agrees that it shall always take reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent duplication or disclosure of Confidential Information of the other party other than by or to its employees or agents who must have access to such Confidential Information to perform such party’s obligations hereunder.
d. This Advertising Agreement contains the entire understanding between the parties and, except as expressly provided herein, cannot be changed or terminated unless expressly agreed to in writing and signed by Client and All City Ads.
e. The failure of All City Ads or Client to enforce any of the provisions of this Advertising Agreement shall not be construed as a general relinquishment or waiver of that or any other provision.
f. All notices hereunder shall be in writing, deemed given on the date of dispatch, and addressed to Client and All City Ads at the addresses listed in the Advertising Agreement.
g. The invalidity or unenforceability of any portion of this Advertising Agreement shall not affect the remaining provisions hereof.
h. This version of the Advertising Agreement supersedes any previous Advertising Agreement associated with this Order number. Any previous Advertising Agreements are null and void.