Mobile and Digital Media Advertising Terms

How These Terms Apply

These terms govern the purchase by you and the provision by Outfront Media LLC of mobile and digital media advertising (as defined below), and form part of OUTFRONT's Specifications Regarding OUTFRONT Inventory and Packages. These terms supplement and where applicable amend the Outfront Media Terms and Conditions of Advertising Service attached to your advertising contract and, if applicable, any other agreement entered into and/or terms and conditions agreed to with respect to advertising services (as applicable, the "Terms and Conditions"). As used herein, "OUTFRONT," "we," "us" and "our" mean Outfront Media LLC, and "you" and "your" mean the advertiser identified in the applicable Terms and Conditions and, in addition to such advertiser, any advertising agency or any other agent or licensee of such advertiser. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Terms and Conditions.

"Mobile and digital media advertising" means location-based mobile advertising or other digital advertising, retargeting, and data services utilizing the mobile, website and/or connected television (CTV) and over-the-top (OTT) media advertising platform(s) owned and operated by OUTFRONT or by third party service providers designated by OUTFRONT ("service providers"), through which digital advertisements ("advertisements") are distributed through mobile applications, websites, CTV and OTT services, and/or other digital networks (the "networks").

These terms are made as an addition to and not in derogation of your contract and the Terms and Conditions thereof and shall be read to the greatest extent possible as consistent therewith. In the event of any inconsistency between these terms and the terms set forth in the Terms and Conditions, these terms shall control. Where you have entered into a Digital Advertising Rider with OUTFRONT covering a campaign, that rider shall control over these terms to the extent of any inconsistency. We object to any different or additional terms.

1. At least ten (10) working days before the estimated start date of a mobile and digital media advertising campaign, you, at your sole expense, shall furnish and deliver to us or to service points designated by us, a campaign request including (i) complete and sufficient digital advertising copy for applicable advertisements, in form and type specified by us ("Copy") and (ii) parameters for the display of advertisements in the applicable networks, in form and type specified by us (collectively, the "Campaign Request"), each of which shall be subject to our review and approval. If Copy and/or appropriate parameters are not so received, the campaign may not begin on the estimated start date set forth in the Campaign Request and additional costs may be charged by us in connection with the eventual display of the advertisements, although commercially reasonable efforts will be used to deliver approved advertisements as promptly as practicable after receipt from you. Nudity, pornographic, profane or obscene copy shall not be permitted. The character, design, text and illustrations on advertising Copy and the material used, as well as the parameters for the display of advertisements, shall be subject to approval by us and by the service provider and, where applicable, the service provider's network partners. If Copy or any parameters are rejected, you shall continue to be liable for the full term of your contract, including all impressions requested in the Campaign Request, and you shall be responsible for providing an acceptable replacement Copy or parameters, as applicable, within two (2) days of notification that previous Copy or parameters were rejected or as otherwise specified by us. If replacement Copy or parameters are received after the date specified by us or otherwise not received, we shall be entitled to full payment for the contract period even if partial or no display results. We shall ensure the initial display of the approved Copy within a forty-eight (48) hour time period after final approval of such Copy and corresponding parameters, excluding weekends and holidays, provided that in the event that Copy and corresponding parameters are approved more than forty-eight (48) hours, excluding weekends and holidays, before the requested start date of the campaign set forth in the Campaign Request, we shall ensure the initial display of the approved Copy on such requested start date. Unless otherwise specified on the face of your advertising contract, (i) in the event that the advertising period is more than thirty (30) days, you shall be permitted to request a change in Copy after the initial thirty (30) days and once after every thirty (30) day period thereafter, provided that the parameters set forth in the Campaign Request will not be altered and the display of such Copy is subject to the requirements set forth in this paragraph 1, including, without limitation, the obligation to furnish and deliver Copy at least ten (10) working days before the anticipated date of the display of the new Copy; and (ii) all other changes in Copy will be subject to our approval and there will be a service charge for any approved additional changes in Copy.

2. We are not and shall not be responsible for the Copy and parameters for the display of advertisements, compliance of the advertisements with applicable laws, any aspect of your or third-party website(s) or application(s), or for any other content with which the advertisements may be associated. Notwithstanding our review and approval, you are solely responsible for determining and ensuring that the Copy and parameters for displaying advertisements comply with applicable laws and regulations, including, without limitation, content, location and age-based restrictions and any required governmental approvals (e.g., for cannabis advertising and other regulated advertising categories). You shall indemnify, defend and save harmless OUTFRONT and the service providers against all claims and liabilities arising out of the advertisements (including products and services referenced therein) displayed under your contract and any materials associated therewith, including but not limited to any claim arising out of or relating to violation of laws, any claim for defamation, or infringement of any copyright, trademark, or other intellectual property or privacy right and any claim related to the website(s) to which any advertisements or related content link and all emails, newsletters, and other items and technology in connection therewith, and reasonable attorneys' fees and expenses incurred in defending any such claims.

3. You acknowledge and agree that there is limited advertising space in the formats of digital marketing in which the advertisements will be displayed and that we and/or the service providers may make reasonable modifications to the format of any approved Copy, including conversions reasonably deemed necessary to display the advertisements on the networks.

4. We do not guarantee the end user activity or engagement that any advertisements will receive, including, without limitation, the click through rate (CTR), secondary action rate (SAR), or completed views (for CTV and OTT media). We cannot control how clicks are generated on any advertisement and we will not be responsible for click fraud, technological issues or other potentially invalid click activity. The distribution of advertisements may be subject to inventory availability and we do not guarantee that any advertisement(s) will be placed in, or available through, any specific mobile application, website, CTV or OTT content within the networks, nor do we guarantee that any advertisement(s) will appear in a particular position within a mobile application, website, CTV or OTT content. We do not make any representations, warranties or guarantees regarding the mobile applications, websites, CTV or OTT services within the networks, or any content displayed or contained therein, and hereby disclaim any and all liability for the foregoing. If for any reason whatsoever during the term hereof (i) advertisements cannot be distributed to any part of the networks or (ii) any mobile application within the networks cannot, for whatever reason, display advertisements to end users, or (iii) we fail to timely meet our requirement to deliver the requested number of impressions during the Advertising Period, any resulting loss of advertising shall not be deemed a breach or termination of your contract. Our measurements in connection with performance of an applicable advertisement delivered in the networks, including the calculated number of impressions delivered, are the definitive measurements. Any failure to deliver the impressions requested in the applicable Campaign Request shall not render us liable for any damages or offsets of any kind and shall be remedied solely by extending the Advertising Period of your contract to provide any requested impressions not provided during the Advertising Period, or at our option, result in a pro-rated credit proportional to any impressions required by the Campaign Request but not delivered, with all other remedies at law or equity being expressly waived by you. Notwithstanding anything contained herein to the contrary, if the ability to provide mobile and digital media advertising services through the applicable service provider is lost for any reason whatsoever, we shall also have the option to terminate your contract and receive payment in full for mobile and digital media advertising delivered through the termination date.

5. If after initial approval of Copy, we or the service provider, on its own or on behalf of any of its network partners, disapproves any advertisement, or if adverse publicity results from any delivery or display of any advertisement, we shall have the right to remove and/or cease delivering the advertisement for display on the networks or any component thereof, and, at our option, either terminate your contract or request a new acceptable advertisement copy pursuant to paragraph 1 above.

6. Notwithstanding anything to the contrary herein, all data and information gathered or received by us and/or the service providers in connection with providing mobile and digital media advertising may be freely used by us and the service providers. We shall use commercially reasonable efforts to provide you with a summary of available performance metrics for advertisements delivered and displayed under these terms on a weekly basis. If for any reason whatsoever during the term hereof (i) performance data is unavailable, in whole or in part; (ii) we do not have the right to provide performance data to you; or (iii) there is a delay in the provision of performance data to you, the foregoing shall not be deemed a breach or termination of your contract, shall not render us liable for any damages or offsets of any kind and shall be remedied solely by the provision of performance data when and if and to the extent made available to us for delivery to you, with all other remedies at law or equity being expressly waived by you. We or a service provider may, at our or its discretion, provide you with additional data regarding the delivery of the advertisements and/or the audience for the advertisements as delivered and displayed under these terms. A service provider may also, as an optional service, provide data regarding targeted devices or devices exposed to the advertisements or exposed to related out-of-home campaign advertisements to you or your designated third party demand side platform (DSP) for media planning or retargeting purposes.

7. You represent and warrant that (i) all data provided by you or on your behalf was collected or obtained in accordance with applicable laws and (ii) you have all rights and licenses necessary for the uses of such data contemplated in connection with these terms. You shall indemnify, defend and save harmless OUTFRONT and the service providers against all third party claims and liabilities arising out of the receipt and use of any data provided by you or on your behalf under these terms, and reasonable attorneys' fees and expenses incurred in defending any such claims.

8. You shall use all performance data, device data and any other data provided by us or a service provider solely for the limited internal business purposes for which the data was provided in accordance with any additional terms concurrently provided to you and in compliance with all applicable laws, rules and regulations and generally accepted industry standards and/or guidelines relating to the use of such data as contemplated herein. Where data is provided directly or indirectly to your designated DSP, you are solely responsible and liable for the processing of such data by your DSP in compliance with these terms. All data provided by us or a service provider is provided on an "AS-IS" basis and we are not and shall not be responsible for your or your DSP's use of such data. You shall indemnify, defend, and save harmless OUTFRONT and the service providers against all claims and liabilities arising out of your use of performance, device and other data provided by us or the service providers under these terms, and reasonable attorneys' fees and expenses incurred in defending any such claims.

9. You acknowledge and agree that all claims by you related to the mobile and digital media advertising services provided hereunder shall be directed at OUTFRONT and that we do not make, and you hereby disclaim, any representations, warranties and liabilities on behalf of the service providers. We shall not be held responsible for retention of Copy, including digital files or data, provided by you and we may dispose of any such materials. We may promote our own business through the use of your approved Copy and corresponding parameters in any manner whatsoever.