BY CLICKING “I ACCEPT” AT THE END OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT AND ITS TERMS AND CONDITIONS, AND THAT YOU AGREE TO BE BOUND LEGALLY BY IT AND ITS TERMS AND CONDITIONS.
IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU ARE NOT GRANTED PERMISSION BY OUTFRONT MEDIA TO SUBMIT, ACCESS, OR OTHERWISE USE THE SERVICES OFFERED HEREIN.
I. TERMS OF THIS AGREEMENT
II. YOUR CONTRIBUTION
You hereby represent and warrant that all materials submitted by You to Outfront Media hereunder (“Your Contribution”): (i) are owned or duly licensed by You and do not infringe or misappropriate the rights of any other person or entity; (ii) comply with all applicable federal, state and local laws, rules and regulations and any industry codes by which You may be bound; (iii) are accurate and all claims contained therein have been substantiated; (iv) are cleared for the uses contemplated hereunder, including without limitation, compliance with respect to all licenses and advertising copyrights and payment of all sums which may be owed to any guilds, unions or other third parties having any rights pertaining to Your Contribution. You shall own all statutory and common law rights to Your Contribution but, notwithstanding the foregoing, Outfront Media shall be permitted to use the same for purposes of developing and/or displaying the Custom Advertisements (as hereinafter defined).
III. OUTFRONT MEDIA CONTENT
In the event that Outfront Media provides any content and/or materials to You (the “Outfront Media Content”), except for Your Contribution, Outfront Media shall own all statutory and common law rights relating to the Outfront Media Content and other products and services provided by Outfront Media. No Outfront Media Content, products or services developed or acquired by Outfront Media may be reproduced, copied or used by You without the prior written consent of Outfront Media. Nothing in this Agreement shall be interpreted as restricting Your right to use Your Contribution provided that such use does not incorporate any part of the Outfront Media Content or any derivative work in connection therewith. Outfront Media makes no representations and hereby disclaims all warranties, whether express, implied or statutory, concerning the Outfront Media Content and the Custom Advertisements (as hereinafter defined), including but not limited to any warranty concerning the accuracy of the Outfront Media Content or the Custom Advertisements (as hereinafter defined) and ANY other materials provided pursuant to this Agreement, the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty implied by course of dealing or performance.
IV. CUSTOM ADVERTISEMENTS
Your Contribution together with the Outfront Media Content (if any) are hereinafter collectively referred to as the “Custom Advertisements”. The Outfront Media Content together with all artwork, content, materials, reproductions and derivative works made therefrom, together with all intellectual property rights including patents, copyrights and trademarks arising out of or related to the Outfront Media Content and the Custom Advertisements (but excluding Your Contribution) and any work and services rendered under this Agreement are and will continue to be the exclusive property of Outfront Media.
Outfront Media shall have the exclusive rights to copyright, create derivative works from (including, without limitation, the Custom Advertisements), publish and distribute the Outfront Media Content and the Custom Advertisements. You hereby assign and agree to assign all rights, title and interests You may have in and to the Custom Advertisements (except for Your Contribution) to the Outfront Media. You further agree that although this Agreement is sufficient for the purposes stated in the preceding sentence, upon request of Outfront Media, You will execute all necessary papers and reasonably cooperate in the fullest degree with Outfront Media in securing, maintaining and enforcing any such intellectual property rights which required for the display of the Custom Advertisements and/or which may be required by Outfront Media in connection with the work and the services that Outfront Media provides to You under this Agreement. It is understood and You hereby agree that the use of the Custom Advertisements in any manner by Outfront Media or its assigns shall not result in any claim for compensation by You.
V. LIMITED LICENSE
Outfront Media shall grant You a non-exclusive, revocable, limited license to use the Custom Advertisements in connection with Your execution of a Outfront Media Advertiser Agreement (an “Advertising Agreement”) on Outfront Media’s standard form for the paid display of such Custom Advertisements in/on media purchased by You from Outfront Media. You are solely responsible for: (a) ensuring that the Custom Advertisements are accurate and comply with applicable law; and (b) obtaining that all rights, licenses, royalties, and clearances necessary the use and display of the Custom Advertisements.
During the period that Your Custom Advertisement(s) is/are featured on Outfront Media’s advertising media, Outfront Media may allow You, with our express prior written permission, the exclusive use of the specific Custom Advertisement that You selected only within the general geographic area of Your purchase. For purposes of certainty, even if we grant You the exclusive use of a Custom Advertisement while Your advertising purchase is in effect, we may allow someone in another geographic area to use it. Of course, once the term of Your Advertising Agreement with us has ended, we can allow others, even in Your geographic area, to use, and request modifications to, the Custom Advertisement. Whether or not You purchase any advertising media from us, You cannot and shall not, without our express prior written consent, use the Custom Advertisement(s) in/on any advertising media not purchased from Outfront Media.
Your use of the Custom Advertisements is subject to the following terms and conditions:
a. Outfront Media owns the Custom
Advertisements and retains all rights in the Custom Advertisements. The license Outfront Media grants You to use the Custom Advertisements is limited to the display of such Custom Advertisements in/on media purchased by You from Outfront Media, and may be revoked by Outfront Media at any time without liability to Outfront Media.
b. The license to use the Custom Advertisements is solely for the purpose of allowing You to display Custom Advertisements in/on media purchased by You from Outfront Media.
d. You retain whatever prior rights You had in Your Contribution to Custom Advertisements and retain the right to use Your Contribution to Custom Advertisements in works entirely unrelated to the Outfront Media Content, the Custom Advertisements and entirely unrelated to derivative works therefrom.
e. You will not make any use of or license, distribute, reproduce, or otherwise exploit any part of the Outfront Media Content or the Custom Advertisements (except Your Contributions to the Custom Advertisements), without Outfront Media’s express written permission.
You agree to defend, indemnify and hold harmless the Outfront Media, its parent, subsidiaries, affiliates, and the directors, officers, employees, shareholders, vendors, partners, contractors, agents, licensors or other representatives of each of them ("Outfront Media Parties") with respect to any and all costs, claims, demands, investigations, liabilities, losses, damages, judgments, settlements, costs and expenses, including attorneys' fees arising out of or in connection with this Agreement, including, without limitation: (a) Your breach of this Agreement and/or any of your representations, warranties herein contained; and (b) Your Contribution. You will cooperate as fully and reasonably as required by Outfront Media in the defense of any claim. Notwithstanding the foregoing, Outfront Media retains the exclusive right to assume the exclusive defense and control of any matter for which you are required to indemnify us and/or settle, compromise and pay any and all claims, demands, proceedings, suits, actions or causes of actions which are brought against Outfront Media herein under the terms and provisions of this Section and in no event shall you settle any such claim without Outfront Media's prior written approval.
VII. LIMITATION OF LIABILTY
UNDER NO CIRCUMSTANCES SHALL THE OUTFRONT MEDIA PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, ECONOMIC, PUNITIVE, OR CONSEQUENTIAL DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (1) YOUR CONTRIBUTION TO CUSTOM ADVERTISEMENTS, (2) THE CUSTOM ADVERTISEMENTS; (3) YOUR USE OF OR INABILITY TO USE THE CUSTOM ADVERTISEMENTS; OR (4) ANY ACT, OMISSION, FAILURE TO DISTRIBUTE, MISTAKE AND/OR ERROR IN THE CREATION, DEVELOPMENT AND/OR DISTRIBUTION OF CUSTOM ADVERTISEMENTS. IN NO EVENT WILL THE OUTFRONT MEDIA PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE OUTFRONT MEDIA PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED ONE HUNDRED AND 00/100 DOLLARS ($100.00).
VIII. GOVERNING LAW, VENUE AND JURISDICTION
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAWS RULES AND SPECIFICALLY WILL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE.
You agree that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to the Outfront Media Content, Your Contribution, the Custom Advertisements or this Agreement must be in the state or federal courts located in New York, New York and you hereby consent and submit to the exclusive personal jurisdiction and venue of the courts located in New York, New York for any such legal proceeding.
You represent that you have all requisite power and authority to agree to be bound by this Agreement, and to perform all of the acts and obligations set forth in this Agreement.
We may elect to resolve any controversy or claim arising out of or relating to this Agreement by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Unless we establish a different location, arbitration hearings will be held in New York, New York. The arbitrator’s award will be binding and may be entered as a judgment in any court of competent jurisdiction.
The Outfront Media’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. This Agreement, including all terms, conditions, and policies that are incorporated into these terms by reference, constitutes the entire Agreement between you and Outfront Media and in connection with the subject matter hereof, superseding any prior agreements that you may have with Outfront Media.
If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of this Agreement shall continue in effect.