Terms and Conditions

Self Service

These terms and conditions (“Terms and Conditions”) govern the provision of access to the Platform by Broadsign Advertising, Inc. (“Broadsign Advertising”) to the Client, as specified in the applicable Commercial Agreement. By executing the Commercial Agreement, the Client agrees to these Terms and Conditions, which together with the Commercial Agreement, and any schedules, exhibits, or other documents expressly incorporated by reference, collectively form the entire binding Master Services Agreement between the Parties.

1. Definitions

In these Terms and Conditions, in addition to the capitalized terms defined elsewhere herein or in the applicable Commercial Agreement, the following terms will have the meanings ascribed to them in this Section.

“Ad” or “Advertising Material(s)” means any creative materials provided by Client as part of a Transaction for posting on Media;

“Ad Specification” means the features of an Ad that determine such Ad's compatibility with the criteria set by an Exchange or Direct Publisher with respect to particular Media.

“Affiliate” means, with respect to any Party, any corporation or other legal entity that such Party directly or indirectly controls, is controlled by, or is under common control with. In this context, a Party “controls” a corporation or other entity if it or any combination of it and/or its Affiliates owns more than fifty percent (50%) of the voting rights for the board of directors or other mechanism of control for such corporation or other entity.

"Aggregate Cost of Media" means the total number of impressions delivered, divided by 1000, and multiplied by the applicable cost per 1000 impressions (CPM).

“Authorized User” means any person or legal entity that has been provided with a Login to the Client Account.

“Advertiser” means an advertiser, media agency or other third party, if any, on whose behalf Client's Authorized Users utilize the Platform.

“Bid” means an offer by Client on behalf of Advertiser, entered into the Platform, to buy specific Media or data excluding applicable taxes and similar charges (including but not limited to sales, usage, excise and value added taxes).

“Campaign Reporting” means any of the following (i) campaign reports, detailing campaign related spend data, such as timing, price, location of purchased Media pursuant to this MSA; (ii) Broadsign Advertising data and/or (iii) Client Data.

“Client” means the entity that has signed the applicable Commercial Agreement and agreed to these Terms and Conditions.

“Client Account” (or “Seat”) means Client's account that provides access to the Platform.

“Client Data” means any data that is not Broadsign Advertising data and is used by Client or its Authorized Users in connection to the Platform, including but not limited to Ads, data created or provided by Client about locations, audiences or screens or data created or provided by Advertiser about audiences, sales, inventory levels, store data etc.

“Commercial Agreement” means the document executed by the Parties that specifies the commercial terms of the MSA, including but not limited to the description of Services, pricing, payment terms, and any other agreed-upon provisions, and incorporates by reference the Terms and Conditions.

“Confidential Information” means any information disclosed by one Party to the other Party under and/or in connection to this MSA that is marked as confidential or would normally be considered confidential including, but not limited to product or business plans. Confidential Information does not include information the recipient can demonstrate (i) was already known to the recipient at the time of disclosure from an external source not under a confidentiality obligation; (ii) became public through no fault, act, or omission of the recipient; or (iii) was independently developed by the recipient without reference to the discloser's Confidential Information. The terms of this MSA are also deemed Confidential Information.

“Cost Per Thousand Impressions” or “CPM” means the cost per thousand impressions delivered, which is used to calculate the cost of media based on the number of impressions delivered to the Client through the Platform.

“Cost of Data” means the amount the Client pays for data purchased or utilized through the Platform, including any data provided directly by Broadsign Advertising or other Data Providers associated with the Platform.

“Data Provider” means a third party (not Client or Broadsign Advertising) that provides data.

“Direct Publisher” means a third party (e.g., a media owner, media vendor, publisher, or network) that directly offers Media for purchase on the Platform and is not an Exchange.

“Exchange” means an advertising exchange or other biddable source of Media.

“Login” means user credentials to access the Client Account.

“Master Services Agreement” or “MSA” means any applicable Commercial Agreement together with these Terms and Conditions, including any terms set forth in any schedule, exhibit, insertion order or addendum incorporated by reference.

“Media” means all ad units or advertising inventory, where Ads can be displayed, including, without limitation, out of home or digital out of home advertising units, video streams, sponsorship opportunities, custom content and other forms of advertisements and creative units, which are made available through the Platform.

“Platform” means Broadsign Advertising's demand-side platform, comprising proprietary technology services, platform features, and human support services, including tools and functionalities for the planning, purchase, management, optimization, and reporting of Media and data, as well as any associated reference materials provided in connection with such services.

“Platform Account” means a unique account assigned by Broadsign Advertising to Client on the Platform, providing access to Platform features such as campaign management, media purchasing, data utilization, and reporting, subject to these Terms and Conditions.

“Platform User Interface” or “Platform UI” means the web-based user interface provided by Broadsign Advertising, enabling the Client to access and utilize the features, functions, and services of the Platform.

“PII” means personally identifiable information that, when used alone or with other relevant data, can identify an individual.

“Spend” means, for a particular month, the sum of (i) the Aggregate Cost of Media purchased by the Client via the Client Account in that month, as reported by the Platform, including the cost of Media purchased by the Client from Exchanges and Direct Publishers; and (ii) the Cost of Data (including any data offered directly by Broadsign Advertising) purchased by the Client through the Platform Account in that month.

“Subcontractor” means a subcontractor, consultant, third-party service provider or agent engaged by a Party (or a client of such Party) in connection with its use or provision of the Platform; provided, however, that Client's right to use Subcontractors will be subject to the requirements in this MSA with respect to Authorized Users (including, without limitation, the provision in Section 2 hereof).

“Targeting Data” means data that is intended to enable Client to target its purchases of Media through the Platform.

“Transaction(s)” means a purchase or purchases of Media, data, and/or Targeting Data through the Platform by Client, via a Bid placed on the Platform, followed by a Bid win signal and proof of play (“POP”) signal from the Exchange within the Exchange timeout thresholds.

2. Provision of Platform

2.1 Access to Platform. Subject to the terms and conditions of this MSA, Broadsign Advertising hereby provides the Client with access to its Platform and associated services (the "Services") solely for the purpose of planning, managing, optimizing and buying programmatic campaigns. This includes the submission of Bids, serving Ads onto Media via the Platform and receiving reports related thereto, provided, however, that only Authorized Users may exercise such right. Other than as permitted under the terms of this MSA, Client will not resell or distribute the Platform, nor any parts or copies thereof. No other rights or interest whatsoever in the Platform are granted to Client. Broadsign Advertising may suspend or revoke access to the Platform if there is a breach of intellectual property, unauthorized use, or if Client misuses any third-party content.

2.2 Restrictions. Broadsign Advertising will provide, and Client will use, the Platform under this MSA in compliance with all applicable laws and regulations, including any privacy and export laws, rules, regulations and sanctions programs. Client will not, and will not assist or knowingly permit any third party to: (i) pass information to Broadsign Advertising that applicable law recognizes as PII; (ii) misappropriate any part of the Platform or modify, disassemble, decompile, reverse engineer, copy, reproduce or create derivative works from or in respect of the Platform; (iii) revise, damage or tamper with any part of the Platform; (iv) breach any Broadsign Advertising security measure or introduce viruses or other malware to the Platform; (v) provide Broadsign Advertising any Ad that contains content or materials that are misleading, libelous, obscene, invasive of others' privacy, or hateful (racially or otherwise), or otherwise illegal; (vi) analyze, decompile, track or otherwise determine the source or location of any data (not including Client Data); (vii) use data (a) to determine employment, credit, health care, or insurance eligibility, (b) de-anonymized or disaggregated to re-identify or derive PII about someone, (c) combined with any PII information in violation of applicable laws, rules, and regulations, (d) for any unlawful or illegal purposes, or (e) associated with individuals under the age of 13; (viii) use the Platform for competitive analysis, or for the development, provision, or use of any competing service or product that is to Broadsign Advertising's detriment or commercial disadvantage; (ix) transfer the right to use the Platform or any part thereof to any third party without Broadsign Advertising's prior written consent.

3. Proprietary Rights

3.1 Ownership of the Platform and Data. As between Broadsign Advertising and Client, Broadsign Advertising retains all right, title, and interest in and to the Broadsign Advertising data and the Platform, and Client acknowledges that it neither owns nor acquires any rights in and to the Broadsign Advertising data, the Platform or any related content, except for the limited Platform usage rights granted under this MSA. All changes, including but not limited to modifications, enhancements, extensions, and additions to the Platform and the Broadsign Advertising data, shall become the sole property of Broadsign Advertising, regardless of whether such changes are implemented by Broadsign Advertising or by Client. This includes any feedback, improvements, or developments made to the Platform during the Term of the MSA.

3.2 Client Data and Ownership. As between Client and Broadsign Advertising, Client will own all Spend reports, derived from its use of the Platform. Broadsign Advertising may use and disclose such data (i) to operate, manage, maintain and enhance the Platform (including, without limitation, to share Spend data for reporting and billing purposes) and (ii) if and as required by court order, law or governmental or regulatory agency (after, if permitted, giving reasonable notice to Client and using commercially reasonable efforts to provide Client with the opportunity to seek a protective order or the equivalent (at Client's expense)).

3.3 Client expressly acknowledges that it does not acquire any ownership rights by downloading any copyrighted material or Broadsign Advertising data from or through the Platform. Client shall not copy, distribute or publish any Broadsign Advertising data or any information obtained or derived therefrom except as permitted in this MSA, on or through the Platform or as otherwise permitted by applicable law.

3.4 Broadsign Advertising expressly acknowledges that it does not acquire any ownership rights by downloading any Client Data from or through the Platform. Broadsign Advertising shall not copy, distribute or publish any Client Data or any information obtained or derived therefrom except as permitted in this MSA or as otherwise permitted by applicable law.

3.5 Broadsign Advertising may use Client Data to provide the services requested by Client under this MSA. Client grants Broadsign Advertising the right to use and analyze aggregate system activity data associated with the use of the Platform by Client and its Users for the purposes of optimizing, improving or enhancing the way the Platform operates, and to create new features and functionality in connection with the Platform in the sole discretion of Broadsign Advertising.

3.6 Client is solely responsible for its own Client Data and the consequences of posting or publishing them on or through the Broadsign Advertising Platform. In connection with Client Data, Client affirms, represents, and warrants that: (i) Client either owns the Client Data or has the necessary licenses, rights, consents, and permissions to use and authorize Broadsign Advertising to display or otherwise use the Client Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to your Client Data in a manner consistent with the intended features of the Platform and these Terms, and to grant the rights set forth in Section 3.5, and (ii) Broadsign Advertising's or any Broadsign Advertising licensees' use of such Client Data pursuant to these Terms, and Broadsign Advertising's or any Broadsign Advertising licensees' exercise of the license rights set forth in Section 3.5, do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation; or (c) require obtaining a license from or paying any fees and/or royalties by Broadsign Advertising to any third party for the performance of any platform Client has chosen to be performed by Broadsign Advertising or for the exercise of any rights granted in these Terms, unless Client and Broadsign Advertising otherwise agree.

3.7 Feedback. If Client or a User provides Broadsign Advertising with any comments, bug reports, feedback, or modifications for the Platform (“Feedback”), Broadsign Advertising shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Platform. Client or User (as applicable) hereby grants Broadsign Advertising a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use your Feedback for any purpose.

4. Deployment

4.1 Broadsign Advertising will provide the access to the Platform and will obtain all rights necessary to provide the Platform and hereunder. Broadsign Advertising does not guarantee the fulfilment of any of Client's Bids through the Platform and may in its sole discretion refuse any Client Bid. Transactions are non-refundable and Client must pay for the Media and data in accordance with the Transaction details and this MSA.

4.2 Broadsign Advertising will provide access to the Platform in accordance with its applicable policies that can be found at:https://broadsign.com/programmatic-platform-policies/ and https://broadsign.com/privacy-policy/.

4.3 Broadsign Advertising will: (i) subject to the provisions of Section 8, provide the Platform to Client in good working order, (ii) upon Client's request offer technical support and training as requested by Client, (iii) obtain and maintain all rights necessary to provide Client with the ability to use the Platform in accordance with the terms of this MSA hereunder.

4.4 Client will: (i) be solely responsible for all use of the Platform hereunder and all inquiries relating to Ads, and the content of all Ads; (ii) use the Platform in compliance with Client's other agreements (including, without limitation, with Advertisers), as applicable; and (iii) be responsible that each of its Ad Specifications activated via the Platform is true and correct in all material respects.

4.5 Broadsign Advertising is entitled to act on instructions received from Client, however Client is solely responsible for ensuring the accuracy of all information provided in connection with the Platform (including the entering of budgets, bidding amounts, pacing and targeting criteria).

4.6 Client must diligently protect any account access and/or passwords and take all measures to prevent unauthorized access. Authorized Users will use Login credentials to access the Client Account. Client acknowledges and agrees that a Login can have unrestricted access or be limited by specific authorization levels as determined by Client. Logins are created and provided by Client's Authorized Users, provided they have owner rights, or by Broadsign Advertising at the written request of Client. Client will be solely responsible for any unauthorized usage. In the event that the Client Account is compromised or is being used in an unauthorized manner, Client must immediately notify Broadsign Advertising. Client should regularly log into the Client Account and review the details of its spending to ensure that there has not been an unauthorized transaction or other error.

4.7 Client hereby represents, warrants and covenants that: (i) it has all necessary rights and authority to enter into this MSA and to perform its obligations hereunder and that it is authorized to act on behalf of each of its Advertisers and Subcontractors, and Client will be liable for their Transactions, acts and omissions in connection with the Platform provided under this MSA.

4.8 Client further represents and warrants that (i) Advertising Materials comply with all applicable laws, and that Client has the full right and power to offer the Advertising Materials for posting by the applicable media owners pursuant to an approved Transaction; (ii) to the best of Client's knowledge, the Client Data does not violate any laws or regulations or infringe upon the rights of any third party or otherwise give rise to any third party claims; (iii) Advertising Materials do not contain any defamatory, libelous or slanderous material and will not violate any individual rights, including rights of privacy, publicity or personality of any person; (iv) it has obtained all consents, releases, waivers and rights (including intellectual property rights) necessary for posting such unaltered Advertising Materials on inventory purchased through the Platform as expressly authorized hereunder.

4.9 Client may use Targeting Data provided by Broadsign Advertising, Client, Advertiser, or a third party, such as a Data Provider, solely for the purpose of targeting its purchases of Media during campaigns. Targeting Data may only be used for the underlying campaign, and proprietary rights to Targeting Data shall not be transferred to Client.

4.10 Managed Services. At Client's request, Broadsign Advertising may provide managed services on Client's behalf, operating within Client's Account, to set up and manage campaigns in accordance with Client's budget and specified criteria. If Client wishes to use Broadsign Advertising's managed services, the Parties shall first discuss and agree upon the applicable fees, budget, and campaign objectives. These terms will be formalized in a separate insertion order, governed by distinct Terms and Conditions specific to managed services, which must be executed by the Parties.

5. Fees and Payment Terms

5.1 Fees. In consideration of the access to Platform provided by Broadsign Advertising under this MSA, Client shall pay the fees specified in the Commercial Agreement (the “Broadsign Advertising Fees”) in accordance with the terms set forth in this section and the Commercial Agreement.

5.2 Transactions. Client acknowledges that any Transaction executed in accordance with the specifications of the Client's Bids through the Platform constitutes a valid order. No additional confirmation or order from the Client is required to finalize such a Transaction or to obligate the Client to pay the corresponding Broadsign Advertising Fees.

5.3 Payment for Media and Data. If the Client uses the Platform to purchase Media or utilize Data through a Client Account, the Client shall pay the Broadsign Advertising Fees to Broadsign Advertising, and Broadsign Advertising shall remit the Spend to the applicable Exchange, Direct Publisher, or Data Provider. The Client will remain solely and ultimately responsible for payment obligations to the applicable Exchange, Direct Publisher, or Data Provider in connection with the purchased Media or utilized data until such time as the Client has paid the Broadsign Advertising Fee to Broadsign Advertising, at which point Broadsign Advertising shall assume responsibility for the payment. For the avoidance of doubt, Broadsign Advertising shall have no responsibility for such payment obligations except as expressly set forth herein.

5.4 Indemnification. Client will defend, indemnify and hold harmless Broadsign Advertising's Indemnified Parties (as defined herein), from all third-party claims or liabilities, including, without limitation, reimbursement for reasonable outside attorneys' fees and disbursements, arising out of or related to Client's payment obligations for Media purchased and data utilized by Client through any Client Account(s).

5.5 Suspension for Non-Payment. If the Client fails to pay any undisputed fees in accordance with the invoicing and payment terms outlined in the Commercial Agreement, Broadsign Advertising may suspend the Client's access to the Platform upon written notice. Suspension will remain in effect until all overdue amounts, including any applicable interest, are paid in full to Broadsign Advertising's reasonable satisfaction.

5.6 Late Payments. If payment remains overdue for more than forty-five (45) days, Broadsign Advertising may terminate this MSA as provided in the Section 10. Interest on overdue amounts will accrue at a rate of 1.5% per month, calculated daily and compounded monthly, or the maximum rate permitted by applicable law, whichever is lower. Client shall reimburse Broadsign Advertising for all reasonable costs incurred in collecting overdue amounts, including attorneys' fees, court costs, and collection agency fees.

5.7 Taxes. All fees are exclusive of any taxes, levies, duties or similar governmental assessments of any nature including, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Client is responsible for self-assessment of and self-remittance of any and all Taxes associated with this MSA to the applicable collecting agency or party.

5.8 Credit Limit. The Client's credit limit, if any, will be specified in the Commercial Agreement. Broadsign Advertising may adjust this credit limit at its sole discretion. The Client's total outstanding balance shall not exceed the specified credit limit, and Broadsign Advertising may restrict further purchases of Media or data if the credit limit is exceeded. Upon Broadsign Advertising's first request, the Client shall provide adequate, (based on Broadsign Advertising's exclusive discretion) (legal) security, including but not limited to a bank guarantee, advance payment, pledge or lien, for its payment obligations under the MSA.

6. Confidentiality

6.1 Confidential Information. The Parties acknowledge that the Platform and the MSA and any other information of whatever kind (whether or not in material form and whether or not disclosed before or after the Effective Date of this MSA) disclosed or revealed by either Party to the other Party under or in relation to this MSA: (a) that is by its nature confidential; (b) is designated by the disclosing Party as confidential; or (c) the receiving Party knows or reasonably ought to know is confidential (together the “Confidential Information”), constitute the valuable property and trade secrets of the disclosing Party embodying substantial creative efforts and confidential information.

6.2 Obligation of Confidentiality. The Parties agree: (i) to take all measures necessary to keep the Confidential Information confidential; and (ii) not to release, disclose, divulge or otherwise make available any of the Confidential Information to any person except: (a) employees of the receiving Party who need to use the Confidential Information for the purposes of this MSA; or (b) its technical subcontractors, technical representatives and advisors, on only a “need to know” basis, and provided that each such subcontractor, representative or advisor will first execute a non-disclosure covenant no less protective of the Confidential Information than this Section 6.

6.3 Right to Injunctive Relief. The Parties acknowledge that monetary damages may not be a sufficient remedy for a breach of any of their obligations under this Section 6, and that the disclosing Party will be entitled, without waiving any of its other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

6.4 Return of Confidential Information. The receiving Party agrees, upon the request of the disclosing Party, to promptly deliver to the disclosing Party (or, with the disclosing Party's consent, destroy) the originals and all copies, in any format, of the disclosing Party's Confidential Information then in the receiving Party's possession or control, including, without limitation, the portion of the Confidential Information that consists of data, analyses, compilations, programs, reports, proposals, studies, or other documentation prepared by a receiving Party or its representatives. The receiving Party shall not retain any such materials or copies thereof in any format following such delivery or destruction.

7. Limitation of Liability

7.1 EXCEPT AS SET FORTH BELOW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS OR REVENUES ARISING UNDER OR IN CONNECTION WITH THIS MSA OR OTHERWISE RELATING TO THE USE OR PERFORMANCE OF THE PLATFORM OR ANY COMPONENTS THEREOF, OR ANY OTHER DEFAULT.

7.2 EXCEPT AS SET FORTH BELOW, NEITHER PARTY WILL HAVE LIABILITY ARISING IN ANY MANNER UNDER THIS MSA INCLUDING, BUT NOT LIMITED TO, LIABILITY ARISING OUT OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY OR WARRANTY, FOR AN AMOUNT IN EXCESS OF THE FEES PAYABLE BY COMPANY UNDER THIS MSA DURING THE TWELVE (12) MONTH PERIOD WHICH PRECEDES THE EVENT WHICH GIVES RISE TO THE CLAIM OR IF THE EVENT GIVING RISE TO THE CLAIM OCCURS IN THE FIRST TWELVE (12) MONTHS OF THE TERM, THE AMOUNT PROJECTED AS PAYABLE IN THE FIRST TWELVE (12) MONTHS OF THE TERM.

7.3 THE FOREGOING LIMITATIONS OF LIABILITY IN SECTIONS 7.1 AND 7.2 OF THIS MSA SHALL NOT APPLY TO ANY CLAIM FOR BREACH OF CONFIDENTIALITY, OR THE INDEMNIFICATION OBLIGATIONS AS SET FORTH IN SECTION 9 OF THIS MSA OR BREACH THEREOF, PROVIDED LIABILITY FOR SUCH CLAIMS OR OBLIGATIONS, IN THE CASE OF BROADSIGN ADVERTISING, SHALL NOT EXCEED INSURANCE COVERAGE OBTAINED BY BROADSIGN ADVERTISING. WHERE NO COVERAGE APPLIES, BROADSIGN ADVERTISING'S LIABILITY FOR SUCH CLAIMS OR OBLIGATIONS SHALL NOT EXCEED ONE MILLION DOLLARS ($1,000,000).

8. Disclaimers

Except as expressly provided in this MSA, Broadsign Advertising makes no representations or warranties, whether express, statutory, or implied, with respect to the Platform, the Documentation, and all Services provided under this MSA. The Platform is made available "as is" and "as available." Specifically, Broadsign Advertising disclaims all warranties, conditions, and undertakings not expressly set forth in this MSA, including, without limitation, any implied warranty of merchantability, merchantable quality, fitness for a particular purpose, or arising by a course of dealing or usage of trade. Broadsign Advertising does not represent or warrant that (a) the use of the Platform will be secure, timely, uninterrupted, error-free, or operate in combination with any other hardware, software, system, or data; (b) the Platform will meet the Parties' requirements or expectations; (c) any stored data or reporting will be accurate, reliable, or free from loss; or (d) the Platform will be free of viruses or other harmful components.

Broadsign Advertising further disclaims all liability in respect of the commercial and trading relationships between Broadsign Advertising, Broadsign Advertising's clients, Client, Client's clients, advertisers, media buyers, media agencies, media sellers, media owners, or other commercial partners in connection with the use of the Platform. Furthermore, except for the express warranties, conditions, and undertakings set forth in this MSA, Broadsign Advertising disclaims all representations and warranties, express, statutory, or implied, including any implied warranties of fitness for a particular purpose, title, merchantability, non-infringement, course of dealing, or performance.

9. Indemnification

9.1 Indemnity by Broadsign Advertising. Broadsign Advertising will defend, indemnify, and hold Client harmless from and against any third-party claims, liabilities, damages, or expenses (including reasonable outside attorneys' fees and costs) arising out of a claim that Client's authorized use of the Platform, in accordance with this MSA, infringes a third party's patent, trademark, trade secret, or copyright (an “IP Claim”), provided that: (i) Client provides Broadsign Advertising with prompt written notice of the IP Claim (failure to provide timely notice will relieve Broadsign Advertising of its obligations only to the extent Broadsign Advertising is materially prejudiced); (ii) Client reasonably cooperates with Broadsign Advertising, at Broadsign Advertising's expense, in the defense of the IP Claim; and (iii) Broadsign Advertising has sole control over the defense and settlement of the IP Claim, provided that settlements requiring non-monetary obligations from Client require Client's prior written consent, not to be unreasonably withheld.

9.2 Exclusions to Broadsign Advertising's Indemnity Obligation. Broadsign Advertising's obligations under Section 9.1 will not apply to the extent the IP Claim arises from: (i) Client's use of the Platform in violation of this MSA or applicable law; (ii) modifications to the Platform made by or at the direction of Client; (iii) the combination, operation, or use of the Platform with unauthorized third-party products, services, or materials where the IP Claim would not have arisen but for such combination, operation, or use; or (iv) any Client Data, Ads, or other materials provided by Client.

9.3 Indemnity by Client. Client agrees to defend, indemnify, and hold Broadsign Advertising harmless from and against any third-party claims, liabilities, damages, or expenses (including reasonable outside attorneys' fees and costs) arising out of or related to: (i) Client's breach of this MSA or applicable law; (ii) Client's use of the Platform in a manner not authorized by this MSA; (iii) modifications to the Platform made by or at the direction of Client; (iv) the combination, operation, or use of the Platform with unauthorized third-party products, services, or materials; or (v) Client Data, Ads, or other materials provided by Client in connection with the Platform. Broadsign Advertising must provide prompt written notice of any such claim and reasonably cooperate in the defense, at Client's expense. Client will have sole control over the defense and settlement of such claims, provided that Client may not settle any claim imposing non-monetary obligations on Broadsign Advertising without Broadsign Advertising's prior written consent, not to be unreasonably withheld.

9.4 Remedies. If Broadsign Advertising reasonably believes the Platform is, or is likely to become, the subject of an IP Claim, Broadsign Advertising may, at its sole option and expense: (a) procure for Client the right to continue using the Platform; (b) modify the Platform to render it non-infringing without materially reducing its functionality; or (c) replace the Platform with a functionally equivalent, non-infringing service. If none of these options is commercially reasonable, Broadsign Advertising may terminate this MSA upon written notice, and Client will be entitled to a pro-rata refund of prepaid, unused fees for periods during which the Platform was unavailable due to the IP Claim.

9.5 Exclusive Remedy. Sections 9.1 through 9.4 set forth the sole and exclusive remedy of the Parties for any IP Claims or third-party infringement allegations arising under this MSA.

10. Term, Suspension and Termination

10.1 Term. This MSA shall commence on the Effective Date and shall continue until terminated in accordance with this Section (the “Term”).

10.2 Termination for Convenience. Either Party may terminate this MSA for any reason or no reason by providing at least thirty (30) days' prior written notice to the other Party.

10.3 Suspension. Broadsign Advertising may suspend Client's access to the Platform immediately upon written notice if the Client: (i) breaches Section 2; (ii) violates any applicable laws, regulations, or sanctions; or (iii) compromises the security, integrity, or functionality of the Platform. Suspension will remain in effect until the breach is cured to Broadsign Advertising's reasonable satisfaction or until Broadsign Advertising elects to terminate the MSA as provided below.

10.4 Termination for Breach. Either Party may terminate this MSA immediately upon written notice if the other materially breaches its obligations and fails to cure such breach within ten (10) days of receiving notice.

10.5 Immediate Termination. Broadsign Advertising may terminate this MSA immediately if the Client:(i) engages in improper use of the Platform; (ii) breaches confidentiality obligations; (iii) violates intellectual property rights; or (iv) commits any act prohibited under Section 2.

10.6 Termination for Legal or Regulatory Changes. Either Party may terminate this MSA immediately upon written notice of changes in law, regulation, or policy rendering the provision or use of the Platform unlawful.

10.7 Effects of Termination. Upon termination, Broadsign Advertising may disable Client's access to the Platform, and the Client will remain liable for all fees accrued or committed before termination. Each Party must destroy or return all Confidential Information within five (5) business days of termination and certify such destruction upon request.

10.8 Survival. The following provisions survive termination: Fees and Payment Terms Confidentiality, Indemnification, Limitation of Liability, Provision of Platform, and any other provisions intended by their nature to survive termination.

11. Miscellaneous

11.1 Force Majeure. Broadsign Advertising shall not be responsible or liable in any way for failure or delay in carrying out the terms of this MSA resulting from any force majeure cause or circumstance beyond its reasonable control, including, but not limited to, fire, flood, other natural disasters, war, labour difficulties, interruption of transit, power, telecommunication or third party systems outages or interruptions, accident, explosion, civil commotion, and acts of any governmental authority (“Force Majeure”); provided, however, that Broadsign Advertising will give prompt notice thereof to Client.

11.2 Dispute Resolution. The Parties recognize that disputes as to certain matters may from time to time arise during the Term of this MSA which relate to either Party's rights and/or obligations hereunder. It is the objective of the Parties to establish procedures to facilitate the resolution of disputes arising under this MSA in an expedient manner by mutual cooperation and without resort to litigation. To accomplish this objective, the Parties agree to follow the procedures set forth in this Section 11 if and when a dispute arises under this MSA, which shall be the sole and exclusive procedures for the resolution of any such dispute(s).

11.3 Non-Assignment. Client may not assign this MSA, or any right or obligation hereunder, in whole or in part without the prior written consent of Broadsign Advertising, which shall not be unreasonably withheld or delayed. Broadsign Advertising may assign this MSA without Client's consent upon notice (i) in connection with a merger, stock or asset sale of all or substantially all of its business; (ii) to a parent or an affiliated company; (iii) in connection with a consolidation, reorganization, or dissolution not involving third parties; or (iv) through government action or order. This MSA will inure to the benefit of and be enforceable by and against the Parties and their successors and permitted assigns. There are no third-Party beneficiaries to this MSA.

11.4 Notices. All notices or communications under this MSA must be in writing and will be considered delivered if sent by certified mail, courier, or email to the addresses listed on the Commercial Agreement. Either Party may update its contact details with written notice. Notices are considered received upon delivery if sent electronically or personally, or on the third business day if mailed.

11.5 Entire Agreement and Modifications. These Terms and Conditions, together with the Commercial Agreement executed by the Parties, and any schedules, exhibits, statements of work (SOWs), or other documents expressly incorporated by reference, constitute the entire agreement between the Parties concerning the subject matter hereof and supersede all prior discussions, negotiations, or agreements relating to the same subject matter. In the event of a conflict between these Terms and Conditions and the Commercial Agreement, the provisions of the Commercial Agreement shall prevail. Broadsign Advertising reserves the right to update these Terms and Conditions periodically to reflect changes in operational practices, applicable laws, or regulatory requirements. By continuing to use the Platform after any update, the Client acknowledges and agrees to be bound by the revised Terms and Conditions.

11.6 Independent Contractors. The Parties hereto are and will remain independent contractors. Nothing herein will be deemed to establish a partnership, joint venture, or agency relationship between the Parties. Neither Party will have the right to obligate or bind the other Party in any manner to any third party.

11.7 Drafting and Comprehension. The Parties acknowledge that they have both participated in the drafting of this MSA, and that the language of this MSA has been carefully reviewed by counsel for each Party. The Parties agree that none of the Parties (or the Parties' respective attorneys) shall be deemed to be the draftsman of this MSA, and that this MSA shall be construed as if the Parties jointly prepared it, such that no uncertainty or ambiguity shall be interpreted against any one Party because of the manner in which this MSA was drafted or prepared. Each Party acknowledged and represented to the other Party that it and its counsel have had adequate opportunity to review the terms of this MSA carefully, and to make whatever investigation or inquiry they may deem necessary or desirable in connection with the subject matter of this MSA prior to executing this MSA.

11.8 Rules of Interpretation. In this MSA: (i) words denoting the singular include the plural and vice versa and words denoting any gender include all genders; (ii) all usage of the word “including” or the phrase “e.g.,” in this MSA shall mean “including, without limitation,” throughout this MSA. Headings and the division of this MSA into articles and sections are for convenience of reference only and shall not affect the interpretation hereof.

11.9 Authority & Position. Each Party represents and warrants to the other Party that: (i) it is not in a disparate bargaining position with respect to the negotiation of this MSA; (ii) it has full authority to enter into this MSA and is competent to do so; and (iii) it has taken all corporate action necessary for the compliance with and performance of this MSA by itself.

11.10 Severability. The invalidity or unenforceability of any provision contained in this MSA will in no way affect the validity or enforceability of any other provision. Any provision declared invalid or unenforceable by a court of competent jurisdiction will be deemed to be automatically amended and replaced by a valid and enforceable provision that accomplishes as far as possible the purpose and intent of such original provision, and the remaining terms and conditions of this MSA will remain in full force and effect. All amendments hereto must be in writing and executed by both Parties and expressly state that they are amending this MSA.

11.1 Waiver. Any term or condition of this MSA may be waived at any time by the Party that is entitled to the benefit thereof solely with respect to such Party, but no such waiver will be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver by either Party of any right hereunder or of the failure to perform or of a breach by the other Party will not be deemed a waiver of any other right hereunder or of any other breach or failure by such other Party whether of a similar nature or otherwise.

11.2 Publicity. The Parties agree that each Party may use the name and/or logo of the other Party in press releases, public announcements, websites, advertisements, blogs, or other form of publicity in relation to this MSA.

11.13 Non-Disparagement. Neither Party shall, by way of statement, act or omission, discredit or reflect adversely upon the reputation of or the quality of the other Party or the products or services provided by the other Party.