This Digital Advertising Agreement (“Agreement”) is made and effective as of the date paid by advertiser – by and between GroupTV, LLC., a Florida limited liability company and www.attractionbuddy.com and; (“Customer”).
SCREEN AD SPOTS. During the Term of this Twelve (12) Month Agreement, each selected zone is generally comprised of four separate host screen locations, GroupTV LLC shall provide Customer with the indicated number of “Single Screen Ad Spots” corresponding to the number of “Zone(s)” selected, multiplied by the total number of screen locations within selected zones. No more than 90 Ad spots (the “Total Number of Ad Spots”), including the Customer’s Ad Spot(s), shall be available on the Display during each “Day’s Available Rotation” (defined below) and each Ad Spot shall have a duration equal to or no less than twelve (12) seconds and equal to or no more than seventeen (17) seconds. Subject to the Terms and conditions below, each “Day’s Available Rotation” shall mean any time during the applicable calendar day that the established business in which the Display Location(s) listed in each chosen zone(s) are open for scheduled business hours. GroupTV LLC guarantees that Customer’s copy will be displayed during each Day’s Available Rotation (the “Guaranteed Time”), except as described in Section 3 below. Ad copy will be provided by advertiser to GroupTV LLC’s specifications or prepared by GroupTV LLC ad specialists and or an affiliate or agent thereof. GroupTV LLC shall prepare/review the final copy for Customer’s Ad Spot(s) for use on the Display. The initial Copy prepared by GroupTV LLC shall be paid for by GroupTV LLC in accordance with GroupTV LLC. GroupTV LLC will charge the Customers credit card on the effective date of the contract for the amount agreed to, GroupTV LLC will have 15 working days to build the AD copy and send out a proof for approval to customer.
POTENTIAL REJECTION OF PROPOSED COPY. GroupTV LLC may reject any Customer supplied Copy that GroupTV LLC in its sole and absolute discretion determines is not or may not be acceptable, or is false, misleading, deceptive, offensive to the moral standards of the community, is or may be a violation of an existing or proposed law, may result in the creation of new laws or regulations designed to restrict advertising or the advertising industry, or which in any way reflects adversely on the character, integrity, or standing of any person or business. GroupTV LLC may also reject any copy, which GroupTV LLC in its sole and absolute discretion determines to be: (i) contrary to the public’s interest, (ii) contrary to GroupTV LLC’s interest or policies, or (iii) in conflict with or which may adversely affect any other advertiser’s Copy on the Display or is not determined to be of the quality, format or design standard set by GroupTV.LLC. If GroupTV LLC rejects Customer’s Copy, either customer permits GroupTV.LLC to complete or re-do the Ad to GroupTV.LLC standards otherwise this Agreement shall be terminated and all sums shall be refunded to Customer within thirty (30) days. If GroupTV LLC rejects Copy that has been previously approved by GroupTV LLC or a change to Customer’s Copy, GroupTV LLC may either continue running any Copy that GroupTV LLC previously approved or re-do the Ad to GroupTV.LLC standards in which case this Agreement will continue in full force and effect or GroupTV LLC may terminate this Agreement, in which case all unused funds paid by Customer shall be refunded on a pro-rata basis.
General Terms and Conditions
BILLING AND PAYMENTS: The Annual Payment, Quarterly Payment or the Monthly Payment as shown on the “Pricing Page” www.attractionbuddy.com of this agreement, will be due on the effective date of this contract. This payment is non-refundable except for conditions mentioned within this Agreement. GroupTV.LLC has 7 working days to build the AD copy after receipt of artwork, however, the credit card will still be charged on the Effective Date while artwork and design are in process. Customer may opt for the monthly, or quarterly payment plans as shown on the “Pricing Page” of the agreement by providing a credit card and agreeing to monthly, quarterly or yearly auto draft. Charges thereafter will be due on the same numerical re-occurring monthly, quarterly or yearly date as the effective date of this contract. GroupTV.LLC’s acceptance of late payment(s) shall not be construed as a waiver of GroupTV.LLC’s’s rights relative to any subsequent late payment(s) or any other event of default. If Customer provides GroupTV.LLC with a credit card for payment, GroupTV.LLC is hereby authorized to run such card for amounts due hereunder from time to time without pre-approval or notice from Customer. Customer may cancel after the initial Term of one year by notifying GroupTV.LLC in writing of its cancellation at least 30 days prior to the expiration of the initial Term, or any renewal thereof; otherwise unless cancelled by GroupTV.LLC, this Agreement shall continue in full force and effect on an annual basis until Customer so notifies GroupTV.LLC of its cancellation electronically or by mail in writing.
OWNERSHIP: Customer warrants that it possesses full legal right to use, and to allow GroupTV.LLC to use as contemplated in this Agreement, all information or Copy of whatever kind and whatever form delivered by Customer to GroupTV.LLC. Customer shall indemnify, defend, and hold harmless GroupTV.LLC and its officers, directors, employees, and agents from all claims, losses, costs and other damages (including reasonable attorney’s fees) suffered by GroupTV.LLC because of Customer’s breach of this warranty. Customer’s obligations in this paragraph shall survive the Termination of this Agreement.
LOSS OF DISPLAY AND INTERRUPTION OF SERVICE: Customer acknowledges that if any Display or proposed Display Location becomes permanently or temporarily unavailable to GroupTV.LLC during the Term, or should any proposed Display Location become excessively burdensome to secure, or should any Display become completely or substantially obstructed, or partially destroyed or defaced, or should GroupTV.LLC for any reason change or terminate any Display location, GroupTV.LLC shall have the right to display Customer’s Spots on an acceptable replacement location and all terms of this Agreement shall remain in affect. If the parties can not mutually agree on another acceptable location owned or controlled by GroupTV.LLC (if any) within twenty one (21) business days after notice by one party to the other of the occurrence of such an event, this Agreement shall terminate effective upon the expiration of such twenty one (21) day period and within thirty (30) days thereafter, as Customer’s sole and exclusive remedy, GroupTV.LLC shall refund Customer on a pro-rata basis for any pre-paid then outstanding display time as of the effective date of termination. Notwithstanding anything to the contrary herein, if GroupTV.LLC is unable start the Term by the effective date or deliver advertising as a result of force majeure, acts of war, terrorism, labor disputes, governmental regulations, restrictions or ordinances, power outages, vandalism, breakages, unforeseen interruptions, or similar causes not within GroupTV.LLC’s reasonable control, such delay or non-delivery shall not be construed as a breach or termination of the Agreement; in such cases, Customer’s sole remedy shall be a delay in the effective date (up to sixty (60) days) or an extension of the Term as necessary to utilize the Guaranteed Time paid for, but not received. If GroupTV.LLC is unable to deliver advertising for reasons reasonably within GroupTV.LLC’s control, that result in non-delivery of advertising, such non-delivery shall not be construed as a breach or Termination of the Agreement. In such case, GroupTV.LLC shall provide a credit to Customer for Guaranteed Time paid for, but not received on a pro-rata, monthly basis. In the event of a delay beyond sixty (60) days from the anticipated effective date or permanent loss of the Display, for whatever cause, the Agreement shall terminate and Customer’s sole remedy shall be a credit for Guaranteed Time paid for, but not received on a pro-rata, monthly basis. Any credit to be provided pursuant to this paragraph shall be determined by calculating the amount of Guaranteed Time not received for a given annual period and providing an annual proportional credit for the same.
DEFAULT: If Customer fails to deliver to GroupTV.LLC any Payment when due, or fails to perform any other obligation herein, or bankruptcy, receivership, or other insolvency proceedings are commenced by or against it (collectively, “Default”), Customer shall, without notice, become obligated to immediately pay to GroupTV.LLC an amount equal to the (i) sum of all unpaid Payments previously accrued, plus (ii) liquidated damages (for loss of a bargain and not as a penalty) in an amount equal to seventy-five percent (75%) of the sum of all remaining Monthly Payments, such amount is hereby conclusively agreed by the parties to approximate GroupTV.LLC’s actual damages and that in such an event, GroupTV.LLC’s actual damages would be extremely difficult or impossible to calculate. If this Agreement is cancelled by Customer for any reason before advertising is placed on the Display, Customer will pay as liquidated damages twenty percent (20%) of the total sum of all the Payments as liquidated damages; such amount is hereby conclusively agreed by the parties to approximate GroupTV.LLC’s actual damages and that in such an event, GroupTV.LLC’s actual damages would be extremely difficult or impossible to calculate. GroupTV.LLC shall have no obligation to display Customer’s advertising on the Display at any time this Agreement is in Default.
DISPUTES: In the event of litigation, venue of any action shall be in Palm Beach County, Florida. This Agreement shall be governed and construed in accordance with Florida law, without regard to its conflict of laws provisions. GroupTV.LLC shall not be liable for incidental or consequential damages, including lost profits, irrespective of cause or theory. If GroupTV.LLC places this Agreement with a collection agency or an attorney for collection or enforcement, Customer shall pay all costs and expenses resulting there from, including reasonable attorneys’ fees.
NOT WITHSTANDING ANYTHING TO THE CONTARY HERE, THE MAXIMUM LIABILITY OF GROUPTV.LLC, ITS MANAGING MEMBERS, OWNERS, OFFICERS, EMPLOYEES AND AGENTS TO CUSTOMER FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CUSTOMER’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE MONTHLY PAYMENTS RECEIVED BY ADS, EXCEPT IN THE CASE OF GROUPTV.LLC’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. INDEMNIFICATION:
Except to the extent of GroupTV.LLC’s gross negligence or willful misconduct Customer shall indemnify, defend, and hold harmless GroupTV.LLC and its managing members, owners, officers, directors, employees, agents, and subcontractors from any and all claims, costs (including reasonable attorney’s fees), damages, and liabilities, at law or in equity arising out of or related to this Agreement. This paragraph shall survive the expiration or earlier termination of this Agreement.
TRANSFERS AND ASSIGNMENT: If Customer sells or otherwise transfers ownership (or other rights) to its business assets, Customer shall deliver to GroupTV.LLC written notice of such intention at least thirty (30) days prior to closing on such sale or transfer. At the time of closing and with proceeds there from, Customer shall pay to GroupTV.LLC an amount equal to the sum of items (i) and (ii) of Section 6 above, unless ADS has previously agreed in writing to Customer’s assignment of this Agreement. All the Terms and conditions hereof shall be binding upon and inure to the benefit of the successors, assigns, and legal representatives of the respective parties. Customer may not transfer its interests, rights, and obligations in this Agreement, nor shall Customer sublet or donate any advertising hereunder without the prior written consent of GroupTV.LLC. GroupTV.LLC may freely transfer its interests, rights, and obligations in this Agreement.
AGENCY IS RESPONSIBLE: If this Agreement is executed for Customer by an agency, Agency warrants and represents that it is fully authorized to enter into this Agreement for and in behalf of Customer. Agency hereby agrees to be jointly and severally liable with Customer for the full and faithful performance of Customer’s obligations under this Agreement. Confidential and Proprietary Information of GroupTV.LLC Date 08/01/17