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Advertising Terms & Conditions

Last Updated: April 17, 2024

These Terms and Conditions are an addendum to the Contract for Advertising.

Defined terms such as Advertiser ("Agency", if applicable) and Media Owner shall be as identified on the Adkom Media Contract.

I. ADVERTISING RATE - Payments at the rate set forth on the ADKOM Media Contract will be billed by ADKOM every four (4) weeks to the Advertiser and are due upon receipt of the invoice sent to the Advertiser. The advertising rate shall be net to ADKOM without reductions for commissions or any like charges from any agent of the Advertiser unless specified otherwise in writing on the Adkom Media Contract. 

II. OBLIGATIONS OF ADVERTISER -

  1. The Advertiser will deliver acceptable materials to ADKOM or to the Media Owner, as directed by ADKOM, in sufficient quantity and timing for the proper execution of display(s) as provided herein below:
    • If Adkom is producing/printing vinyl -  the digital assets need to be received no less than thirty (21) calendar days prior to the contract date
    • Hand painted – no less than thirty (30) calendar days prior to the contract date
    • Vinyl – no less than seven (7) calendar days prior to the contract date
    • Digital Image – no less than seven (7) business days prior to the contract date
  2. All advertising creative must be in compliance with the advertising standards set by the applicable location owner (“Location Owner”) or municipal authority “Municipal Authority,” together with Location Owner, an “Owner”. At a minimum, nudity, pornographic, profane or obscene creative is prohibited. All creative components of an advertisement are subject to our approval and each Owner’s approval, and their decision as to acceptability shall be final and without any liability whatsoever. In the event such advertising creative is rejected, Advertiser must provide an acceptable replacement within five (5) days. Advertiser agrees that any third-party advertising, tickers, links or bots embedded in the digital ad are also be subject to the regulations and indemnity provisions set forth in this Section and Section VI.
  3. In the event an Owner disapproves of an advertisement, adverse publicity results from the presence of such advertisement, or we have a good faith reason to expect either, we may remove the advertisement and Advertiser’s only remedy is the receipt of a pro rata credit for any prepaid and unearned amounts from the date of removal. We and Advertiser accept this Contract subject to all federal, state and municipal laws and regulations with respect to the advertising matter to be displayed. In the event such advertising becomes illegal or a request is received to terminate the advertising, we reserve the right to terminate the Contract in whole or in part.
  4. Unless otherwise specified, there may be additional charges if Advertiser makes campaign changes after advertisements are already displayed.

III. RENEWAL - Should this agreement be a renewal agreement, said display(s) shall be considered placed in service on the day immediately following the expiration of the previous Media Contract. Should Advertiser desire to terminate this Media Contract at the expiration of the term set out herein, Advertiser shall so notify ADKOM, in writing, at least 60 days prior to such expiration date. 

IV. DELINQUENT PAYMENT - If payment is not made by the invoice date/Advertiser’s receipt of billing statement (due date), Advertiser agrees to pay additionally with respect to each such delinquent payment a late charge equal to ten dollars ($10.00) or ten percent (10%) of the delinquent payment whichever is greater. If a payment is not made within thirty (30) days after the due date, then all the remaining payments on this obligation shall, without notice, at the option of the holder, bear interest until paid at the rate of one and one half (1 and 1⁄2) percent per month. If payment remains delinquent for sixty (60) days, ADKOM shall be under no further obligation to maintain display(s), and ADKOM, without notice, may at any time while such delinquency continues remove said display(s). Such removal shall in no manner reduce the total amount due under this agreement. If all of the remaining payments become due because of such default and acceleration, the total amount of such remaining unpaid payments shall bear interest until paid at the rate of one and one half (1 and 1⁄2) percent per month. ln the event of default of payment the Advertiser also agrees to pay expenses of collection and attorney's fee incident to collection. If the business to which these display(s) appertain is sold or transferred, ADKOM, at its option, may declare the entire amount under this Media Contract due and payable at once if satisfactory arrangements cannot be made whereby the purchaser also agrees to make the payments under this agreement. 

V. CANCELLATION PRIVILEGE – 
(a) The acceptance of this order shall constitute a contract that shall not be subject to cancellation by either party, except as provided in Section II above, and Section V (b) below.
(b) This Contract is non‑cancellable unless otherwise noted in the Contract.
(c) Any delay or failure by the ADKOM or Media Owner to perform hereunder as the result of force majeure, labor dispute, law, governmental action or order, or similar cause beyond the ADKOM and/or Media Owner’s reasonable control, shall not constitute a breach of Media Contract, but Advertiser shall be notified immediately and shall be entitled to a Makegood. This could include an extension of service, additional service, or credit, all on a pro-rata basis. Makegood is upon mutual agreement of the parties and subject to availability.
(d)(i) When any rotary Bulletin or display location specified in this Media Contract is no longer available due to a loss of the structure for any reason, the ADKOM shall offer the Advertiser a location of at least equal advertising value, which location shall be subject to the prompt, reasonable approval of the Advertiser. In the event the Advertiser approves the alternate location, the term of this Media Contract shall be extended after the expiration date of this Media Contract for a period equal to the time during which advertising copy was not on display. (ii) When any permanent Bulletin or display location specified in this Media Contract is no longer available due to a loss of the structure for any reason, the Advertiser shall have the right to terminate this Media Contract on the date the structure is no longer available and no short-rate charge shall be payable for such termination.
(e) If the advertising or sale of the product or service to be advertised under this Media Contract is prohibited by law or government regulation, this Media Contract shall terminate as of the effective date of such law or regulation without short-rate charge.
(f) ADKOM may, upon notice to the Advertiser, cancel this Media Contract at any time (i) upon material breach by the Advertiser, (ii) if ADKOM does not receive timely payment on billings, or (iii) if the Advertiser’s credit is, in ADKOM's reasonable opinion, impaired.

VI INDEMNIFICATION - The Advertiser shall hold ADKOM and the Media Owner harmless against all claims, demands, debts, obligations, or charges, together with reasonable attorneys' fees and disbursements (all hereinafter referred to as “ liability”), arising out of the installation, maintenance, or removal of advertising copy, including all such liability arising out of the Media Owner’s failure to remove advertising copy within thirty (30) days after the expiration of this Media Contract provided (i) such removal is requested by the Advertiser and (ii) such failure is not due to force majeure as defined in Section V (c). 

VI PUBLICITY  -
The Advertiser and Agency authorize us to identify you by name and/or logo as a customer of the Platform in any format and for marketing purposes or any other purpose that we deem useful, and grant us a limited license to use and display your trademarks and logos for such purpose. 

VII ENTIRE AGREEMENT & OTHER - 
(a) This Media Contract contains the entire understanding between the parties and cannot be changed or terminated orally.
(b) The terms and conditions herein supersede all previous understanding between the parties, including those that may be contained in any documents received from ADKOM
(c) This Media is subject to Utah law and may only be altered in writing and signed by all Parties. Any and all disputes relating to this agreement, or breach hereof, shall be resolved by arbitration in Utah according to the current rules. Cost of arbitration, including reasonable attorney's fees, shall be paid to the prevailing party.

VII. TIME INTERVALS - Time is of the essence of this agreement

X.  REPRESENTATIONS AND WARRANTIES - ADKOM represents and warrants: (a) it is under no obligation or restriction, which would in any way interfere with or be inconsistent with, or present a conflict of interest concerning, the performance of the services under this contract; and (b) it shall perform the services hereunder in a professional and workmanlike manner in accordance with best industry standards for similar services, and it shall devote sufficient resources to ensure that the services are performed in a timely and reliable manner.

XI. INSURANCE -  ADKOM is insured with financially sound and reputable insurance companies, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses. Notwithstanding the foregoing, ADKOM shall procure and maintain, at its sole cost and expense, at least the following types and amounts of insurance coverage: (a) commercial general liability with limits no less than $1 million per occurrence and $2 million in the aggregate, including bodily injury and property damage and products and completed operations liability, which policy will include contractual liability coverage; and (b) worker’s compensation with limits no less than the minimum amount required by applicable law.