Broadsign Media Supply Agreement Terms and Conditions

Last updated: March 10, 2026

These Broadsign Media Supply Agreement Terms and Conditions (the "Terms and Conditions"), together with the Order Form executed by the Parties, constitute the Agreement governing Seller's use of Broadsign's Platforms. Capitalized terms used but not defined herein have the meanings set forth in the Order Form.

1. Definitions

• Unless the context otherwise requires, words importing the singular include the plural and vice versa, and references to any gender include all genders.
• “Agreement" means, collectively, the Order Form executed by the Parties and these Terms and Conditions, including all exhibits, schedules, amendments, addenda and policies incorporated by reference.
• "Ad" means any advertisement provided to Seller via the Services.
• "Ad Opportunity" means the opportunity for a Buyer to purchase a unit of Inventory from Seller and deliver an Ad through the Services. The sale of an Ad Opportunity will generally result in one Ad Play and the delivery of one or more Impressions.
• "Ad Opportunity Data" means data provided by Seller or third parties, that is associated with Ad Opportunities on Seller Inventory, and that Broadsign makes available to Buyers in order to enable the sale of such Ad Opportunities, including but not limited to the IDs, locations, specifications, and supported ad formats of Seller Displays, estimates of Impressions per Ad Opportunity, and other data.
• “Ad Play” means one instance of an Ad rendering on a Seller Display. One Ad Play will generally result in the delivery of one or more Impressions.
• "Ad Play CPM" means cost per thousand Ad Plays.
• "Advertiser" means the company or brand associated with the product or service in an Ad.
• "Advertising Materials" means assets required for the delivery of Ads, such as ad server tags, image or video files, text, and the creative content embodied therein.
• "Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where "control" means the ownership of more than fifty percent (50%) of the voting securities or other equivalent voting interests of such entity.
• "Applicable Policies" means the advertising and advertising-related policies, criteria, specifications, or requirements maintained by Broadsign governing Seller's use of the Services, including but not limited to: (i) the Inventory Standards available at https://www.placeexchange.com/inventory-standards and the Content Policy available at www.placeexchange.com/content-acceptability; (ii) the Programmatic Platform Policies available at https://broadsign.com/programmatic-platform-policies; and (iii) technical specifications, production requirements, data and privacy policies, and user experience, public image, or community standards, in each case as may be updated from time to time. Following any Platform transition pursuant to Section 2.9, Seller shall comply with the Applicable Policies of the destination Platform, and references to policies for any discontinued Platform shall cease to apply.
• "Approved Ad" means an Ad that Seller has approved for display on Seller Inventory via the Services.
• "Billing Reports" shall have the meaning given in Section 2.5.1.
• "Broadsign Materials" means the Services and all Broadsign trademarks, content, hardware, software, technical integration specifications, general methodologies, code, data, information and materials and all intellectual property rights in connection therewith.
• "Buyer" means the entity paying for the delivery of Ads on Seller Inventory, which may correspond to an Advertiser, an agency, a demand-side platform, or other entity.
• "Buy-Side Services" means certain services designed to attract spend to Seller Inventory via the overlay of technical capabilities, data, measurement, curation, or other features or services provided by a third party, Broadsign or Seller (each, a "Buy-Side Services Vendor").
• "Buy-Side Services Fee" means a fee, transparent to Seller, that is included as part of the Clear Price Amount for the provision of Buy-Side Services for applicable campaigns on Seller Inventory. Buy-Side Services Fees apply to all Ad Plays and Impressions associated with applicable transacted Ad Opportunities and are collected by Broadsign and paid to the applicable Buy-Side Services Vendor. A given transacted Ad Opportunity may have more than one Buy-Side Services Fee associated with it. For the avoidance of doubt, SSP Advertising Services Fees are not charged on the portion of the Clear Price Amount corresponding to Buy-Side Services Fees.
• "Clear Price" means the price, determined by Seller's configurations of the Platforms and Broadsign's application of the Terms of this Agreement, at which an Ad Opportunity is sold to a Buyer, expressed as a CPM. The Clear Price for a given transacted Ad Opportunity pertains to all Ad Plays and Impressions associated with the Ad Opportunity.
• "Clear Price Amount" is the amount paid by a Buyer to Broadsign for Ad Opportunities purchased. The Clear Price Amount for a given Ad Opportunity transacted on an Impression CPM basis is equal to the Clear Price Impression CPM multiplied by the number of Impressions associated with that Ad Opportunity, divided by 1000. The Clear Price Amount for a given Ad Opportunity transacted on an Ad Play CPM basis is equal to the Clear Price Ad Play CPM divided by 1000.
• "Confidential Information" shall have the meaning given in Section 15.1.
• "CPM" means cost per thousand.
• “Display” means a single physical unit on which Ads are displayed (sometimes referred to as a “screen” or a “face”).
• "Fees" mean those fees, percentages and other payments set forth in the Order Form or otherwise established under this Agreement.
• "First Price Auction" means an auction in which the highest bidder above the Floor Price wins and pays the price bid.
• "Fixed Price Auction" means an auction in which the highest bidder above the Floor Price wins and pays a fixed price set by Seller.
• "Floor Price" means the minimum price, typically expressed as an Impression CPM, that Seller will accept for the sale of Impressions associated with an Ad Opportunity on Seller Inventory.
• "Header Bidder", “Header Bidder Standard” and "Header Bidder Pro" shall have the meanings given in Section 2.7.
• "Header Bidder Pro Fee" means the fee for Seller's use of Header Bidder Pro, equal to the Header Bidder Pro Fee Percentage set forth in the Order Form, multiplied by the total (gross) spend transacted through third-party SSPs via the Header Bidder.
• "Impression" means one instance of one Ad rendering on a Seller's Display within the view of one consumer, as determined by a Broadsign-approved measurement system or provider. For example, if one Ad renders on one Display within the view of five consumers, that results in five Impressions.
• "Impression CPM" means cost per thousand Impressions.
• “Intermediary” means any third party technology that a Buyer may use to access the Platforms (such as an exchange, so-called mediation layer, etc.).
• “Intermediary Fee” means a fee that is charged by an Intermediary to sellers. Such fee may be deducted by an Intermediary before paying Broadsign or deducted by Broadsign from the Clear Price Amount and remitted to the Intermediary on Seller’s behalf. Intermediary Fees apply to all Ad Plays and Impressions associated with applicable transacted Ad Opportunities. A given transacted Ad Opportunity may have more than one Intermediary Fee associated with it. For the avoidance of doubt, SSP Advertising Services Fees are not charged on the portion of the Clear Price Amount corresponding to Intermediary Fees.
• "Inventory" means advertising placements available on Seller's Displays.
• "Mis-Rendered Ad Opportunity" shall have the meaning given in Section 6.1.
• "Net Seller Revenue" means the revenue paid by Broadsign to Seller for the sale of Ad Opportunities through the Services. The Net Seller Revenue for a given transacted Ad Opportunity is equal to the Clear Price Amount minus the applicable SSP Advertising Services Fees, applicable Buy-Side Services Fees (if any), and applicable Intermediary Fees (if any) for such Ad Opportunity. Net Seller Revenue shall exclude revenue associated with Mis-Rendered Ad Opportunities.
• “Non-Guaranteed Transaction" means a transaction for Ad Opportunities via Open Auction or Private Marketplace Deals.
• “Platform" means a technology platform through which Broadsign provides the Services, and "Platforms" means all such technology platforms collectively.
• "Open Auction" means the sale of Ad Opportunities made available for bidding in a real-time (or near-real-time) spot market, through either a First Price Auction or Second Price Auction.
• "Private Marketplace Deal" means the sale of Ad Opportunities meeting specified criteria defined in advance between Seller and Broadsign or Buyers, which may transact via a First Price Auction, Second Price Auction, or Fixed Price Auction.
• "Programmatic Guaranteed Deal" means the sale of Ad Opportunities meeting specified criteria defined in advance between Seller and Broadsign or Buyers, which may include guaranteed volumes of Impressions or Ad Plays delivered over defined periods and other defined delivery specifications.
• "Programmatic Guaranteed Transaction" means a transaction for Ad Opportunities via a Programmatic Guaranteed Deal.
• "Second Price Auction" means an auction in which the highest bidder above the Floor Price wins and pays the greater of the Floor Price or $0.01 above the second-highest bid.
• "Seller Parameter" shall have the meaning given in Section 3.1.
• "Seller Platform" means Seller's technologies and systems integrated with the Services.
• "Services" shall have the meaning given in Section 2.1.
• “SSP" means a supply-side platform, a technology platform that enables sellers to market and sell digital advertising inventory programmatically.
• "SSP Advertising Services Fee" is the amount withheld by Broadsign on the sale of Ad Opportunities through the Services. For a given transacted Ad Opportunity, it is equal to the applicable SSP Advertising Services Fee Percentage set forth in the Order Form, multiplied by the difference between the Clear Price Amount and any applicable Buy-Side Services Fees and/or Intermediary Fees.
• "Transaction Currency" for a transacted Ad Opportunity means the currency in which the transaction for such Ad Opportunity occurred.

2. Broadsign Access

1. 2.1 Access to Services. This Agreement covers Seller's use of Broadsign's Platforms which facilitate the marketing and selling of the Seller's Inventory and the receipt of Ads for display on the Seller's Displays (the "Services"). For the avoidance of doubt, the Services do not include any transfer of software or tangible property.
2. 2.2 Integration. The Parties agree to dedicate the resources and technology necessary to integrate the Services with the Seller Platform according to specifications provided by Broadsign. In the event that the integration requires either Party to access the other's application programming interfaces ("APIs"), each Party grants the other Party a limited right to access the other Party's APIs for the sole purpose of integrating the Services with the Seller Platform and to use the other Party's APIs in accordance with related documentation.

3. 2.3 Broadsign Obligations. Broadsign shall support the sale of Ad Opportunities on Seller Inventory via (i) Non-Guaranteed Transactions including Open Auction transactions and Private Marketplace Deal transactions and (ii) Programmatic Guaranteed Transactions via Programmatic Guaranteed Deals.

   The SSP Advertising Services Fee for Ad Opportunities transacting via Non-Guaranteed Transactions and Programmatic Guaranteed Transactions shall be determined by applying the applicable SSP Advertising Services Fee Percentage set forth in the Order Form, to applicable transacted Ad Opportunities.

   Broadsign may suspend availability of Seller's Ad Opportunities at any time in its sole discretion and has no obligation to transmit any Ad Opportunities to any Buyer or any Ads to Seller.

   Broadsign does not guarantee the sale of any Seller Inventory or that any revenue will be generated through the Services.

4. 2.4 Seller Obligations. Except in connection with Programmatic Guaranteed Deals where guarantees have been given by the Seller, Seller makes no inventory or volume guarantees to Broadsign or Buyers.

   Seller may work with other parties that provide services similar to Broadsign, provided that if a given Ad Opportunity meets Seller Parameters, and is purchased for display of an Approved Ad, Seller must display the Approved Ad in accordance with the Ad Opportunity Data.

   In the event Seller implements any demand mediation technologies, such as so-called header bidders or similar solutions, Seller guarantees Broadsign and its Buyers will have equal and fair auction treatment with respect to all other competing SSP partners.

   Seller has no obligation to fulfill Ad Opportunities that do not meet Seller Parameters, or display Ads other than Approved Ads.

   Seller may reduce the Inventory made available to Broadsign, or cease making Inventory available to Broadsign, at any time in its sole discretion.

5. 2.5 Measurement and Reporting.
   1. 2.5.1 Broadsign Reporting. Amounts due under this Agreement will solely be based on Broadsign billing reports ("Billing Reports"). Billing Reports shall be delivered or made available on a monthly basis. Reporting displayed in Broadsign's Platforms is preliminary, shall not be deemed final and shall not control.
   2. 2.5.2 Proof of Play. Seller shall provide proof of play for each transacted Ad Opportunity in a manner and format specified by Broadsign, confirming that the Ad was displayed on the specified Inventory. Such proof of play shall be provided in a timely manner as reasonably requested by Broadsign or Buyers.
   3. 2.5.3 Good Faith Discussions of Discrepancies. If Seller Platform records a quantity of Impressions in a given month that varies from the Billing Reports by more than 10%, the Parties will work together in good faith to resolve such discrepancy. No adjustments will be made in favor of a Party if the discrepancy resulted from such Party's breach of this Agreement.
6. 2.6 Verification of Seller Data. Broadsign may, at its sole discretion and cost, verify the accuracy of Seller's Display and audience data. Broadsign shall be entitled to supply information within its possession as part of any such verification.
7. 2.7 Header Bidder. Broadsign offers an optional header bidder solution that enables sellers to connect their inventory to third-party SSPs (the "Header Bidder"). The Header Bidder is offered in two versions: Header Bidder Standard and Header Bidder Pro. Header Bidder Pro includes additional functionality and features beyond the standard offering, and applicable fees are as set forth in the Order Form. The scope of such functionality and features may vary and will be determined by Broadsign at its discretion. Broadsign will configure and activate the Header Bidder on Seller's behalf. Notwithstanding the foregoing: (i) Broadsign shall not be responsible for any delivery or discrepancy issues resulting from Seller's use of the Header Bidder; and (ii) Seller shall be solely responsible for ensuring that its use of the Header Bidder complies with any applicable third-party licensing terms and conditions. The Header Bidder is provided "as is" and "as available" without warranty or indemnity of any kind. Broadsign shall have no liability arising from Seller's use of the Header Bidder, except where such exclusion is not enforceable under applicable law, in which case Broadsign's maximum liability shall not exceed one hundred U.S. dollars (USD$100.00). Without limiting the foregoing, Broadsign and its Affiliates and licensors do not represent or warrant that: (i) the Header Bidder will meet Seller's requirements, or (ii) the Header Bidder will operate uninterrupted, timely, securely or without error. Notwithstanding anything to the contrary in the Limitation of Liability or Indemnification sections of this Agreement, Seller shall remain fully liable to Broadsign and its Affiliates and licensors for any damages arising out of Seller's use of the Header Bidder.
8. 2.8 Platform Infrastructure. The Services may be delivered through one or more Platforms. By using the Services, Seller authorizes Broadsign to make Seller Inventory available through any Platform. If Seller's transactions are processed through multiple Platforms, Billing Reports will be provided separately for each Platform unless otherwise agreed.
9. 2.9 Platform Transition. Broadsign may, upon sixty (60) days' prior written notice to Seller, transition Seller's use of the Services from one Platform to another, discontinue Seller's access to one or more Platforms, or require Seller to use a single Platform for all transactions. In connection with any such transition: (i) Broadsign shall use commercially reasonable efforts to minimize disruption to Seller's operations; and (ii) Broadsign shall provide reasonable technical support to facilitate the transition. Seller agrees to cooperate in good faith with any such transition, including completing any required technical integration updates within a reasonable timeframe. Seller's continued use of the Services following any such transition shall constitute Seller's acceptance of the transitioned Platform and the applicable terms. If Seller does not wish to continue using the Services following a transition, Seller may terminate this Agreement effective upon the transition date by providing written notice to Broadsign within fifteen (15) days of receiving Broadsign's transition notice, or otherwise in accordance with Section 14. For the avoidance of doubt, Broadsign may, at its discretion, discontinue any Platform and require all Sellers to use a single Platform.

3. Seller Controls and Protections

1. 3.1 Seller Parameters. Seller shall have the ability to set a Floor Price and either First Price Auction, Second Price Auction, or Fixed Price Auction rules, as applicable, for Inventory made available through the Services. Seller shall have the ability to approve or reject specific Ads transmitted via the Services. Floor Prices, auction rules, and Ad approvals or rejections (each, a "Seller Parameter") will apply to all Ad Opportunities transmitted to Seller in accordance with Seller's configurations.
2. 3.2 Protection of Ad Opportunity Data. Broadsign shall use Ad Opportunity Data solely to provide and improve the Services or develop new offerings with the potential to generate revenue for Seller. Broadsign will not allow Ad Opportunity Data to be viewed, used by or shared with other sellers using the Services.

4. Advertising Materials and Delivery

Seller will not edit or modify any Ads or Advertising Materials in any way without Broadsign's prior approval; provided, however, that Seller may, without Broadsign's approval, resize an Ad to accommodate scaling to a particular Display as long as such resizing does not modify the original aspect ratio of the content in the Ad and does not stretch or shrink the Ad by more than a factor of two. Subject to the foregoing, Seller shall faithfully render and properly display all Ads delivered via the Services. Seller will only display one Ad at one time on each Display face.

5. Privacy Obligations

1. 5.1 Data Processing Agreement. To the extent Seller shares or permits Broadsign to collect any personal data or personal information (as defined under applicable privacy laws) in connection with the Services, the Parties' data processing obligations shall be governed by Broadsign's Data Processing Agreement ("DPA"), available at https://broadsign.com/policies/data-processing-addendum/ which is incorporated into this Agreement by reference. In the event of any conflict between the DPA and other provisions of this Agreement with respect to the processing of personal data, the DPA shall control. Seller agrees to comply with all obligations set forth in the DPA applicable to Seller's role (whether as a controller, processor, or other defined role under applicable law).
2. 5.2 Seller Privacy Obligations. Seller will adhere to all applicable laws, regulations, and industry self-regulatory principles, guidelines and standards, including the applicable United States Digital Advertising Alliance Self-Regulatory Principles published at www.aboutads.info ("DAA Self-Regulatory Principles") and, as applicable, with the equivalent self-regulatory frameworks established in other countries and/or regions. Seller shall maintain an up-to-date privacy policy on its company website. When required by applicable law, in the event that Broadsign receives a deletion or opt-out request from a data subject whose personal information is included in any data that may be shared from time to time with Seller (typically mobile advertising identifiers (“MAIDs”)), Broadsign will transmit such deletion or opt-out request and Seller will promptly comply with every such deletion or opt-out request. Seller represents and warrants that to the extent that Seller provides any information regarding devices or users to Broadsign, or permits Broadsign to collect such information, it is shared, passed or provided to Broadsign in compliance with all applicable laws and regulations and with all necessary rights, consents, and permissions.

6. Mis-Rendered Ad Opportunities and Systematic Rendering Issues

1. 6.1 Mis-Rendered Ad Opportunities. If, for any reason, an Ad Opportunity is sold on Seller Inventory that was materially misrepresented in any way (e.g., the Ad Opportunity misrepresented the location or other specifications of the Display, contained an incorrect or inflated impression multiplier, contained non-supported ad formats, etc.) or fails to faithfully render (e.g., the Ad was impermissibly modified by the Seller to be different from the original Ad, the Display was inactive or impaired, etc.) (each, a "Mis-Rendered Ad Opportunity"), the Mis-Rendered Ad Opportunity may be remedied, at Buyers or Broadsign's discretion, either by: (i) make-goods provided by Seller to the Buyer at least equal in value to the Mis-Rendered Ad Opportunities, or (ii) a credit to the Buyer for the corresponding Clear Price Amount for such Mis-Rendered Ad Opportunities, with such credit being deducted from future Net Seller Revenue to Seller. If either Party discovers Mis-Rendered Ad Opportunities, it shall promptly notify the other Party with relevant data, and both Parties shall work in good faith to resolve the issue.
2. 6.2 Systematic Rendering Issues. If Mis-Rendered Ad Opportunities are discovered on three (3) separate occasions in any twelve-month period, Broadsign may deem this a "Systematic Rendering Issue" and provide notice of such to Seller. In the event of a Systematic Rendering Issue, (i) Broadsign may immediately suspend Seller's Ad Opportunities until such issues are remedied to Broadsign's satisfaction and shall have no duty to remit payment for associated Mis-Rendered Ad Opportunities; (ii) Seller shall promptly reimburse Broadsign for all amounts paid to Seller that were associated with Mis-Rendered Ad Opportunities within thirty (30) days of notice, except for amounts disputed in good faith; (iii) Seller shall promptly provide Broadsign with log-level records of all transacted Ad Opportunities during the affected period(s) upon request; and (iv) Broadsign may immediately suspend the Services if it deems that Seller's continued use could jeopardize the viability, security, or stability of the Services.

7. Consideration

1. 7.1 Fees. In exchange for the Services, Broadsign shall be entitled to the Fees.
2. 7.2 Payment Terms. On a monthly basis, Broadsign shall retain the SSP Advertising Services Fees, the Buy-Side Services Fees (if applicable, to be paid to the associated Buy-Side Services Vendor(s)), and the Intermediary Fees (if applicable, to be paid to the associated Intermediary(ies))and remit to Seller the Net Seller Revenue associated with transacted Ad Opportunities on Seller Inventory within thirty (30) days after the end of the month that Broadsign receives payment from Buyer(s) for such transactions. Seller will only hold Broadsign liable for payments to the extent Broadsign has received the corresponding payments from Buyers. Payments to Seller will be made in the Transaction Currency, unless otherwise requested by Seller. Header Bidder Pro Fees, if any, shall be charged to Seller monthly and deducted from the Net Seller Revenue for that month. If the Header Bidder Pro Fees for a given month exceed the Net Seller Revenue for that month, the excess shall be invoiced to Seller for payment to Broadsign. All Broadsign billing and invoice calculations shall be deemed correct unless Seller provides written dispute within thirty (30) days of receiving the applicable Billing Report. Broadsign may hold any payment until the cumulative amount owed to Seller totals at least one hundred dollars ($100). If any payment is due from Seller to Broadsign (e.g., for Header Bidder Pro Fees, refunds for Mis-Rendered Ad Opportunities, etc.), Seller shall pay within thirty (30) days of invoice, plus all reasonable attorneys' fees and collection costs for amounts more than thirty (30) days past due.
3. 7.3 Right to Offset. To the extent Seller also uses any other service provided by Broadsign or any of its Affiliates, Broadsign reserves the right to offset any amount owed to Seller under this Agreement by any amount Seller owes to Broadsign or its Affiliates under any other agreement. Seller may not offset any amounts owed to Broadsign.
4. 7.4 Designated Payee. Seller may designate a third party ("Designated Payee") to receive payments due under this Agreement by providing written notice to Broadsign at least five (5) business days prior to the effective date of the change. Such notice, which may be provided by email to ar-ssp@broadsign.com, must include the full legal name of the Designated Payee, its email address for remittance notifications, and accurate payment instructions, including any required banking information and applicable currency. Broadsign shall be entitled to rely on such instructions and, for clarity, any payment made to the Designated Payee shall be deemed payment to Seller. Seller remains solely responsible for ensuring the accuracy and completeness of the Designated Payee's details, for promptly notifying Broadsign of any changes, and for any errors, delays, or losses arising from incomplete or incorrect information. Seller further agrees to indemnify and hold harmless Broadsign from any and all losses, claims, damages, or liabilities, including reasonable legal fees, arising out of or related to Broadsign's reliance on payment instructions provided by Seller in accordance with this Section.
5. 7.5 Additional Fees. Broadsign will not charge Seller any fees associated with additional functionality or services, beyond the terms contained herein, without prior agreement. For the avoidance of doubt, Seller agrees to the provision of Buy Side Services and the use of Intermediaries but may choose to opt out of any specific instance of Buy Side Services or use of an Intermediary by providing written notice to Broadsign (email shall suffice) for each such instance. SSP Advertising Services Fees are not charged on the portion of the Clear Price Amount corresponding to Buy-Side Services Fees or Intermediary Fees. The presence of Buy-Side Services Fees and/or Intermediary Fees may increase the Clear Price Amount paid by the Buyer for a given Ad Opportunity, but will not change Net Seller Revenue, or increase the SSP Advertising Services Fee, associated with that opportunity.
6. 7.6 Pricing Changes. Broadsign shall have the right to change the Fees upon thirty (30) days' prior written notice (email shall suffice). Seller's use of the Services after such notice period will constitute Seller's agreement to pay the new Fees.
7. 7.7 Currency Conversion. If Seller elects to receive proceeds from transacted Ad Opportunities in a currency other than the Transaction Currency, a multi-currency settlement fee may be applied to offset Broadsign's costs and administrative efforts related to converting and transferring funds, including banking, payment processing, and treasury administration. Such fee will be deducted from Net Seller Revenue, and no foreign exchange, hedging, or advisory service is provided.
8. 7.8 Taxation. Each Party shall be responsible for all sales, use, value-added, withholding, excise, and similar taxes, duties, or governmental charges (at the national, state/provincial, or local level) arising from amounts payable under this Agreement, excluding taxes imposed on a Party's net income, which shall remain the sole responsibility of such Party. All fees are exclusive of taxes. To the extent required by applicable law, Broadsign may collect, invoice for, and remit sales or similar taxes on behalf of Seller, and such taxes shall be added to applicable invoices. The Parties acknowledge and agree that all elements provided under this Agreement, including, without limitation, any software, data access, or related tools, are supplied together for a single, indivisible consideration and are incidental and ancillary to the principal supply of advertising services. The Parties further agree that the true object and predominant purpose of this Agreement is the provision of advertising services, and that any software, data access, or other tools provided are solely to facilitate the delivery of such advertising services and do not constitute separate or independent supplies for sales and use tax purposes. The Parties shall report and treat all amounts paid under this Agreement as consideration for a single supply of advertising services, and not as consideration for separate supplies of software, data access, or other services.

8. Proprietary Rights

1. 8.1 Seller. Except for the limited rights expressly granted in this Agreement, Seller retains all right, title and interest (including all intellectual property rights) in and to the Seller Platform; no other right is granted and no other use is permitted.
2. 8.2 Broadsign. Except for the limited rights expressly granted in this Agreement, Broadsign (and its licensors) retain all right, title and interest (including all intellectual property rights) in and to the Services and all Broadsign Materials. No other right is granted and no other use is permitted.
3. 8.3 Restrictions on Use. Seller shall not, directly or indirectly (i) rent, lease, sell, sublicense, encumber, distribute, transfer, copy, reproduce, modify or timeshare any Broadsign Materials or any portion thereof; (ii) use any Broadsign Materials to create any application, service, software, product or documentation that is similar to the Services or attempt to sell or market any such product or documentation; (ii) adapt, combine, create derivative works of or otherwise modify any Broadsign Materials; (iv) translate, disassemble, decompile, reverse engineer or otherwise attempt to discover any source code, algorithms or trade secrets underlying any Broadsign Materials, including the Services, or any portion thereof (except to the extent such restrictions are expressly prohibited by applicable statutory law); (v) use the Broadsign Materials to transfer, process, or make available any data or services to or on behalf of third parties, except as expressly permitted under this Agreement; or (vii) use or permit the transmission, transfer, export, re-export or other transfer of any product, technology or information obtained pursuant to this Agreement (or any direct product thereof) in violation of any export control or other applicable laws and regulations.
4. 8.4 API Usage. Except as set forth in this Agreement, Seller may not use, copy, modify or distribute any Broadsign API or associated documentation and specifications. Without limiting the foregoing and without Broadsign's express written consent, Seller shall not use any API in connection with any third party product or service including, but not limited to, any third party SSP, demand-side platform, automated sales tool and/or content delivery network. Seller may only access any Broadsign API through proper credentialing, which will be provided directly by Broadsign. Seller acknowledges that Broadsign may monitor and audit Seller's use of any Broadsign API to ensure compliance with these restrictions. Any breach of this provision by Seller shall be considered a material breach of this Agreement.
5. 8.5 Feedback. If Seller provides any feedback or suggestions to Broadsign in connection with this Agreement or the Services ("Feedback"), Seller hereby assigns to Broadsign all right, title, and interest in and to such Feedback.

9. Prohibited Uses of the Services

1. 9.1 Seller shall not, and shall not authorize any third party to engage in any illegal or fraudulent business practice or attempt to defraud Broadsign or Buyers in any way. Seller shall not directly or indirectly provide any third party with access to the Services, other than vendors or agents acting on Seller's behalf who are bound by confidentiality and use restrictions no less protective than those in this Agreement, provided that Seller remains responsible and liable for the acts and omissions of such vendors and agents.
2. 9.2 Seller may use the Services solely for the purpose of selling Ad Opportunities and receiving Ads for display on Seller Inventory. Any other use of the Services, including but not limited to benchmarking, gathering data on the performance of the Services or Broadsign's systems, and competitive intelligence, is prohibited.
3. 9.3 Through use of the Services, Seller may receive information about Buyers or Advertisers, including bidding activity, audience targeting data, campaign details, and pricing. Seller shall only permit its employees who are directly involved in using the Services to access such information, shall only use such information for the purpose of selling Ad Opportunities and displaying Ads, and shall treat such information as Confidential Information.
4. 9.4 Seller shall not, and shall ensure that its vendors and agents do not, introduce viruses or other malware to the Services, Broadsign systems or end users, and do not infringe, violate or misappropriate any third party's intellectual property or other rights.
5. 9.5 Seller shall not share access or passwords to any Broadsign system with any third party, other than authorized vendors or agents as permitted under Section 9.1.
6. 9.6 Seller shall not make any Inventory and/or audience information available through the Services in a manner that violates applicable privacy laws or regulations, including by making available data derived from end users who have not provided required consent under applicable law.
7. 9.7 Broadsign may monitor Seller's use of the Services for violations of this Agreement and any other behavior Broadsign in its sole discretion considers harmful. Broadsign may investigate Seller's use of the Services using any means legally available and disclose information about Seller's use of the Services to law enforcement authorities and other third parties in its sole discretion, reactively or proactively.
8. 9.8 Broadsign may reject any Inventory, audience data or other content that Seller makes available through the Services, which Broadsign in its sole discretion believes such Inventory, data or content (i) does not comply with applicable laws, regulations, advertising codes or third party rights; (ii) endangers the security of the Services or its users; or (iii) is fraudulent or unverifiable. Seller acknowledges and agrees that Broadsign has no obligation to review or approve any Inventory, data, or content that Seller makes available through the Services and that Broadsign has no liability for any Inventory, data or content made available through the Services on Seller's behalf.

10. Representations and Warranties

Each Party represents and warrants that: (i) it has the full corporate and contractual (if required) rights, power and authority to enter into this Agreement, perform the acts required hereunder and grant the rights herein; (ii) the execution of this Agreement and the performance of its obligations hereunder do not and shall not violate any other agreements to which it is a party; (iii) this Agreement constitutes a valid, legal and binding obligation of such Party when executed and delivered; and (iv) any and all activities it undertakes in connection with this Agreement will be performed in compliance with applicable law, including all applicable privacy laws and regulations.

Seller further represents and warrants that: (a) it has the full right, power and authority to grant the rights granted under this Agreement and has acquired any and all third party clearances, permissions and licenses that are necessary in connection with the exercise of such rights (including data shared, and making Seller Inventory available to Buyers via the Services); (b) to the best of its knowledge, all Display information uploaded to the Services (including but not limited to location, size, resolution, venue type, and allowed creative formats) is accurate; (c) all audience and Impression data is a fair and reasonable representation of the actual audience, measured using industry-accepted methods; and (d) the Seller Inventory complies, and for the duration of this Agreement will remain in compliance, with all Applicable Policies.

11. Indemnification

1. 11.1 Seller Indemnification. Seller shall indemnify, defend and hold harmless Broadsign and its Buyers and each of their respective service providers, and their respective parent and affiliated companies, and their directors, officers, agents and employees (collectively, the "Broadsign Indemnified Parties") against and from any claims, liabilities, losses and damages, including reasonable attorneys' fees and costs and expenses, caused by or arising out of: (i) a breach or violation of this Agreement, including Seller's representations and warranties, and any Mis-Rendered Ad Opportunities; or (ii) Seller's use of the Services in violation of this Agreement.
2. 11.2 Broadsign Indemnification. Broadsign agrees to defend, indemnify and hold Seller harmless from and against any claim or suit brought by a third party alleging that Seller's use of the Services provided hereunder infringes upon such third party's patents, copyrights, or trademarks, and to pay any and all costs, settlements (to which Broadsign agrees), or judgments finally awarded; provided, however, that: (i) Seller will provide Broadsign prompt written notice of such claim, suit, demand, or action; (ii) Seller will reasonably cooperate with Broadsign in the defense and settlement thereof; and (iii) Broadsign will have sole control of the defense of such claim, suit, demand, or action and the settlement or compromise thereof. The foregoing will not apply to the extent that the infringement arises: (i) from the use of the Services in a manner not intended or not in accordance with this Agreement; or (ii) from the combination of the Services with any third party's systems, where the Services, standing alone, would not have infringed upon any third party's rights.
3. 11.3 Survival. The indemnity rights and defense obligations under this Agreement shall survive the termination or expiration of this Agreement.

12. Disclaimers of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND, TO THE FULLEST EXTENT PERMITTED BY LAW, BROADSIGN, ITS BUYERS AND THEIR RESPECTIVE SERVICE PROVIDERS MAKE NO, AND EXPRESSLY DISCLAIM ANY, REPRESENTATION, WARRANTY, CONDITION OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, OR OTHERWISE WITH RESPECT TO THE SERVICES OR THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE THEREOF. BROADSIGN DISCLAIMS ANY AND ALL GUARANTEES REGARDING POSITIONING, LEVELS, QUANTITY, QUALITY, OR TIMING OF AVAILABILITY AND DELIVERY OF ANY ADS OR AD OPPORTUNITIES OR REVENUE.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, BROADSIGN, ITS BUYERS AND EACH OF THEIR RESPECTIVE SERVICE PROVIDERS SHALL NOT BE LIABLE TO SELLER (NOR TO ANY PERSON OR ENTITY CLAIMING RIGHTS DERIVED FROM SELLER'S RIGHTS) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, COST OF COVER, LOST REVENUES OR PROFITS, LOSS OR CORRUPTION OF BUSINESS DATA, OR ANY LOSS OF OR INTERRUPTION TO SELLER'S BUSINESS) ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER BROADSIGN OR ITS BUYERS OR THEIR SERVICE PROVIDERS WERE ADVISED, HAD OTHER REASON TO KNOW, OR KNEW OF THE POSSIBILITY THEREOF, AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SELLER SHALL HAVE NO RECOURSE AGAINST BROADSIGN, ITS BUYERS OR THEIR SERVICE PROVIDERS FOR ANY ALLEGED OR ACTUAL INFRINGEMENT OF SELLER'S PROPRIETARY RIGHTS BY THIRD PARTIES OR FOR LOSS OR HARM DUE TO UNAUTHORIZED USE OF BUYER'S ADS OR ADVERTISING MATERIALS, AS APPLICABLE, BY THIRD PARTIES. IN ANY EVENT, THE MAXIMUM LIABILITY OF BROADSIGN AND ITS BUYERS OR SERVICE PROVIDERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER THE CAUSE OF ACTION ARISES IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID BY BROADSIGN TO SELLER WITHIN THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

14. Term; Termination; Cancellation

1. 14.1 Term. This Agreement shall commence as of the Effective Date set forth in the Order Form and shall continue until terminated by either Party. Either Party may terminate this Agreement at any time for any reason with thirty (30) days prior written notice.
2. 14.2 Termination for Cause. Either Party may terminate this Agreement (i) upon written notice if the other Party materially defaults on its obligations hereunder and fails to cure (or commence a cure) within ten (10) days after having been given prior written notice of such default; or (ii) immediately upon notice if: (a) the other Party files a petition for bankruptcy or is adjudicated as bankrupt; (b) a petition in bankruptcy is filed against the other Party and such petition is not removed or resolved within thirty (30) calendar days; (c) the other Party makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to bankruptcy law; or (d) the other Party is acquired by a competitor of the terminating party.
3. 14.3 Header Bidder Pro Termination. Broadsign may suspend Header Bidder Pro access if any payment for Header Bidder Pro Fees is more than forty-five (45) days past due and may terminate access if such default is not cured within ten (10) days of written notice.

15. Confidentiality

1. 15.1 Definition. "Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with this Agreement, including the terms hereof, proprietary technology, technical integration specifications, general methodologies, business plans, financial information, and roadmaps. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was known to the Receiving Party prior to disclosure; (iii) is received from a third party without obligation of confidentiality; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.
2. 15.2 Obligations. The Receiving Party shall: (i) maintain Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information (but no less than reasonable care); and (ii) use Confidential Information solely in connection with this Agreement.
3. 15.3 Permitted Disclosures. The Receiving Party may disclose Confidential Information to its employees, consultants, and professional advisors who have a need to know in connection with this Agreement, provided that each such recipient is bound by written confidentiality obligations at least as protective as those herein or, in the case of professional advisors, a professional duty of confidentiality. The Receiving Party shall remain responsible and liable for any breach of this Section by its Affiliates or their personnel.
4. 15.4 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential information, it shall provide prompt notice to the Disclosing Party (to the extent permitted) and disclose only the minimum required, using reasonable efforts to obtain confidential treatment.
5. 15.5 Remedies. Each Party acknowledges that any breach of this Section 15 may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity, without the requirement of posting a bond.

16. General

1. 16.1 Force Majeure. Except for payment obligations under this Agreement, no Party shall be liable for failure or delay resulting from a condition beyond the reasonable control of the Party, including without limitation, acts of God, government action, terrorism, natural disaster, labor conditions, third-party system outages, and power failures.
2. 16.2 Publicity. Neither Party will issue any press releases regarding this Agreement without the other Party's prior written consent (email shall suffice); provided, however, that during the term of this Agreement, either Party may use the other Party's name and logo on its website listing the other Party as a partner and in other promotional materials such as sales materials and customer lists.
3. 16.3 Non-Disparagement. Neither Party shall, by way of statement, act or omission, discredit or reflect adversely upon the reputation of the other Party or the services provided by the other Party.
4. 16.4 Non-Exclusivity. Subject to the confidentiality obligations set forth herein, each Party acknowledges that nothing in this Agreement restricts the other Party from developing or offering its products or services to any third party.
5. 16.5 Non-Solicitation. Neither Party nor any of its representatives, including its directors, officers, employees, agents and advisors, shall, without the prior written consent of the other Party, directly or indirectly, solicit, induce or attempt to induce or otherwise counsel, discuss, advise or encourage any employee, agent or representative of the other Party or any of its Affiliates to leave or otherwise terminate such person's relationship with the other Party or any of its Affiliates, as applicable, during the term of this Agreement and for a period of one (1) year following the termination or expiration of this Agreement.
6. 16.6 Construction. This Agreement shall be construed as if drafted by both Parties, and is subject to all federal, state and local laws and regulations.
7. 16.7 Assignment. Neither Party may assign or otherwise transfer this Agreement without the prior written consent of the other Party; provided however, that (i) Broadsign may assign this Agreement to any Affiliate upon notice to Seller, and (ii) either Party may assign this Agreement in connection with a merger, consolidation, or sale of all or substantially all of its equity or assets. For the avoidance of doubt, Broadsign may designate any Affiliate to perform its obligations or exercise its rights under this Agreement, and any such performance or exercise by an Affiliate shall be deemed performance or exercise by Broadsign.This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.
8. 16.8 Governing Law. ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CHOICE OF LAW PRINCIPLES. The Parties hereby submit to the exclusive jurisdiction of the US federal and state courts located in Wilmington, Delaware with respect to any action or legal proceeding commenced by any Party, and irrevocably waive any objection they now or hereafter may have respecting the venue of any such action or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum.
9. 16.9 Language. The Parties have expressly requested and agreed that this Agreement and all related documents be drafted in English. Les Parties ont expressément demandé et convenu que cette convention et tous les documents connexes soient rédigés en anglais.
10. 16.10 Notices. All notices or other communications required or permitted under this Agreement shall be in writing and shall be deemed given: (i) upon personal delivery; (ii) one business day after deposit with a nationally recognized overnight courier; (iii) three business days after deposit in the U.S. mail by certified or registered mail (return receipt requested); or (iv) upon confirmation of receipt when sent by email. Notices shall be sent to the addresses set forth below or to such other address as a Party may designate by written notice:
    • To Broadsign: Broadsign Serv, Inc. 680 Craig Road, Suite 101 St. Louis, MO, U.S.A. 63141 Attn: Legal and Contract Management
      Email: contracts@broadsign.com
    • To Seller: As set forth in the Order Form
11. 16.11 Survival. Those provisions that by their nature are intended to survive termination or expiration of this Agreement shall so survive.
12. 16.12 No Waiver. Any waiver of rights resulting from a breach of any provision of this Agreement shall not be deemed to constitute a waiver of rights resulting from any previous or succeeding breach of the same or any other provision.
13. 16.13 Severability. Unenforceable provisions shall be modified to reflect the Parties' intentions and only to the extent necessary to make them enforceable, and the remaining provisions of this Agreement shall remain in full effect.
14. 16.14 Entire Agreement. This Agreement (including the Order Form and these Terms and Conditions) constitutes the entire agreement between the Parties relating to the subject matter hereof, supersedes all prior and contemporaneous agreements and understandings, whether oral or written, relating to such subject matter, and may not be modified, except by an agreement in writing signed by both Parties or as otherwise expressly permitted herein.
15. 16.15 Modification of Terms. Broadsign may modify this Agreement from time to time by posting the revised terms at broadsign.com/. If Broadsign posts revised terms on the website, such changes are effective thirty (30) days after posting. Alternatively, Broadsign may provide notice of modifications to Seller via email, in which case changes are effective thirty (30) days after such email notice is sent. In either case, if changes are required for compliance with applicable law, regulation, court order, or contractual obligation, such changes may be effective immediately upon posting or email notice, as applicable. Seller's continued use of the Services after the effective date of any modification constitutes Seller's acceptance of the modified terms. If Seller does not agree to the modified terms, Seller's sole remedy is to terminate this Agreement in accordance with Section 14. Notwithstanding the foregoing, updates to URLs, contact information, policy locations, or other non-substantive administrative details shall be effective immediately upon posting.
16. 16.16 Relationship of the Parties. The Parties are and shall be independent contractors with respect to all services provided under this Agreement. In no way does this Agreement confer ownership or agency of one Party to or over the other.
17. 16.17 Acceptance. A Party's performance under this Agreement shall constitute its agreement to be bound by the terms hereof.