Specifications Regarding OUTFRONT Inventory and Packages

 

1. How These Specifications Apply to Your Campaign

This page provides additional detail, terms, and conditions for Outfront Media LLC (“OUTFRONT”, “we” or us”) out-of-home advertising inventory and packages and our standards for posting and delivery of advertising copy on OUTFRONT advertising displays. These specifications apply across all advertising campaigns and contracts between OUTFRONT, its advertisers and their advertising agencies, buying services, and other agents and licensees. If applicable to your campaign, these specifications constitute OUTFRONT’s Policies for purposes of the IAB Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less or any variant of those terms.

2. How OUTFRONT Sells Out-of-Home Inventory

We may market our static and digital inventory as individual units and as parts of networks, packages, vehicles, stations, shelters, and other bundles and combinations to meet the varying needs of our advertisers. The specific displays available to display advertising copy within any such grouping may vary over time as new displays are installed and existing displays are disabled or removed for maintenance.

For a given campaign, OUTFRONT may allocate advertising copy among the displays within any purchased grouping in its discretion and may make reasonable substitutions among displays, vehicles, stations, and shelters based on availability. Unless otherwise expressly agreed in the applicable contract, advertiser requests for display of copy on specific locations within a network or package may not exceed 20% of the total number of locations purchased.

3. OUTFRONT’s Posting Standards for Static Advertising

In order to ensure the timely commencement of your campaign, you must furnish all static advertising copy in the form and format required by OUTFRONT with sufficient overage copy and posting instructions at least ten working days before the estimated start date of your campaign.

If static advertising copy is timely and properly provided as required and is not rejected, the copy will be posted within five working days of the commencement date for the campaign. However, for showing based programs, which include static advertising installed on subway railcars and other rolling stock, OUTFRONT commits to posting at least 85% of the program within five working days of the commencement date, with the remaining 15% to be posted within a reasonable time thereafter. A service charge payable in advance at OUTFRONT’s current rates will apply for installations on walls and for any changes to advertising material or copy after initial placement or posting. OUTFRONT will use commercially reasonable efforts to maintain displays in good condition to the extent of matters reasonably within our control. However, should your copy be lost, stolen, damaged, defaced, or deteriorated for any reason, including ordinary wear and tear, you will be responsible for furnishing replacement copy at your expense.

Where illuminated displays are provided, illumination will be from dusk to midnight unless we specify otherwise for a specific display.

4. OUTFRONT’s Posting Standards for Digital Advertising

Advertising copy for digital displays must be provided in the file, format and digital encoding standards required by OUTFRONT at least ten working days before the estimated start date of your campaign. Failure to provide digital copy with the correct aspect ratio, resolution, format, or encoding may result in delays in posting and additional processing fees.

To account for scheduled maintenance, downtime, outages, and other disruptions to digital displays, OUTFRONT will be deemed to have met its obligations to an advertiser by displaying advertising copy for at least 92.5% of the display time set forth in the applicable advertising contract, subject to the exceptions described below. OUTFRONT is not obligated to display digital copy for more than 92.5% of the aggregate agreed display time. For purposes of determining this minimum display time has been met, so long as the total actual aggregate display time across the agreed displays, vehicles, or locations amounts to at least 92.5% of the total agreed display time, OUTFRONT will have met its obligation and no reimbursement, credit or equitable remedy will apply. Unless otherwise agreed in the applicable contract, a spot on a digital display means the display of advertising copy for the purchased time increment (e.g., 8 or 15 seconds) within a rotating content loop on a single digital display during the purchased campaign duration.

OUTFRONT’s minimum display time commitment is subject to the following additional details and exceptions:

1. Emergency Messaging: OUTFRONT may at any time preempt the display of copy in order to utilize its digital displays for Amber Alerts, emergency messages, and other public service messages. Preemptions for these messages do not constitute downtime for purposes of determining whether the 92.5% minimum display time has been met and no reimbursement, credit or equitable remedy will apply.


2. Dominations and Takeovers: From time-to-time OUTFRONT may preempt scheduled advertising copy in order to accommodate a brand domination or takeover – for example, in the case of a transit station brand domination requiring all displays within a station to simultaneously display coordinated content for a single advertiser for some period of time. OUTFRONT will try to mitigate the need for preemption of advertising copy for such dominations or takeovers. However, if scheduled advertising copy is preempted for a brand domination or takeover, the period for which the advertising copy was preempted will constitute downtime for purposes of determining whether the 92.5% minimum display time has been met.


3. Landlord, Agency and Municipal Messages: All purchased advertising on digital displays is subject to and net of obligations to the relevant landlord, municipality, transit agency or other governmental authority (e.g., minimum display time commitments for municipal, agency and other non-emergency public service messages). If scheduled advertising is preempted in connection with OUTFRONT’s compliance with these obligations, no reimbursement, credit or equitable remedy will apply to the extent the obligations were disclosed in advance of the campaign start date. If the obligation was not disclosed in advance, the period for which the advertising copy was preempted will constitute downtime for purposes of determining whether the 92.5% minimum display time has been met.


4. Digital Advertising on Railcars: All advertising on digital displays affixed to railcars is sold, delivered, and measured by the specified number of railcars per day during the campaign period. The number of displays and total display time for digital railcar advertising may vary based upon railcar type, service schedule, and other factors.

5. OUTFRONT’s Posting Standards for Impression-Based Advertising

For advertising campaigns where OUTFRONT has expressly agreed to deliver based upon impressions (rather than delivering a specific display duration), the advertiser will pay for the actual number of impressions delivered at the stated cost per thousand impressions (CPM) on a Guaranteed, Preferred Non-Guaranteed, Non-Guaranteed, or Bonus basis as indicated in the contract:

1. Where your contract states that impressions are Guaranteed, OUTFRONT commits to deliver at least 95% of the agreed number of such impressions during the campaign, subject to the limited remedies below.


2. Where your contract states that impressions are Preferred Non-Guaranteed, OUTFRONT will target the delivery of the specified number of such impressions, but we do not guarantee that any minimum number of impressions will be delivered during the campaign.


3. Where your contract states that impressions are Non-Guaranteed or Preemptible, OUTFRONT will target the delivery of the specified number of impressions, but we do not guarantee that any minimum number of impressions will be delivered, and the campaign may be cancelled or preempted by other campaigns at any time.


4. Where your contract states that impressions are Bonus or Space Available, OUTFRONT may, in our sole discretion, deliver impressions as space is available on advertising displays, but we are under no obligation to do so and we do not guarantee any space on advertising displays is or will become available.

For purposes of determining whether an impression guarantee has been met, so long as the total number of impressions across the agreed displays, vehicles, or locations amounts to at least 95% of the total agreed number of impressions, OUTFRONT will have met its obligation, the advertiser will pay for the actual number of impressions delivered, and no reimbursement, credit or equitable remedy will apply. Unless otherwise stated in the contract, the advertiser will not be responsible for impressions delivered in excess of 105% of the specified number of impressions.

The number of impressions delivered will be determined solely by OUTFRONT’s proof-of-performance mechanisms combined with OUTFRONT’s audience data, which may include statistically determined historical counts, forecasts or other sources and methodologies determined by OUTFRONT in our sole discretion. OUTFRONT’s statistical data and methodologies will be conclusive for purposes of calculating the number of impressions delivered by an instance of an advertisement rendering on an advertising display.

6. What if OUTFRONT is Unable to Meet These Posting Standards?

If OUTFRONT is unable to secure or loses the right to use any advertising location, a location becomes obstructed, destroyed or defaced, OUTFRONT fails to display digital copy for the required minimum display time, OUTFRONT fails to deliver the minimum number of Guaranteed impressions, or if OUTFRONT fails to meet these standards or otherwise fails to deliver, that failure will not be deemed a breach or termination of the affected contract. However, we will make good on our delivery commitments to you by either (i) equitably extending the advertising period of the affected contract at the contracted location or a replacement location of equal value, (ii) issuing you a pro-rated credit for advertising services equivalent to amounts paid for the period for which copy was not displayed or the number of impressions paid for that were not delivered, as applicable, or (iii) terminating the impacted contract and reimbursing you for fees paid relating to the period and displays for which the copy was not displayed, in each case at our sole option and as your sole remedy for the failure, unless a different or more specific remedy is specified in your contract.

7. Advertising Copy Approval and Restrictions

The character, design, text and illustrations on advertising copy and the material used are subject to approval by OUTFRONT and by the location owner, transit company/authority or third party controlling the location. Nudity, pornographic, profane, or obscene copy is prohibited, and other content-based restrictions may apply to specific locations or transit systems. It is the responsibility of each advertiser to ensure that its advertising copy complies with applicable laws, regulations, terms, conditions and approval requirements.

8. Audience Data and Asset Ratings

If your impression-based contract specifies target audiences for a campaign, OUTFRONT will use available audience data to determine the allocation and timing of impressions among the advertising displays within the campaign in an effort to reach those audiences. However, OUTFRONT makes no commitments with respect to any audience data or regarding campaign reach or the audiences or other ratings of advertising assets, all of which are provided for informational and campaign planning purposes only, should not be relied upon for any other purpose, and do not create any obligation for OUTFRONT.

9. Cannabis Advertising

All advertising campaigns that promote cannabis, cannabis derivative products, or cannabis-related services are subject to the following additional conditions:

1. Your Commitment to Licensing and Legal Compliance. You represent, warrant, and agree that:
   (a) You are a duly licensed cannabis dispensary or vendor authorized to sell cannabis and cannabis-related products or services in full compliance with all applicable laws, regulations, and permit and licensing requirements in the jurisdiction(s) where you operate;
   (b) You will maintain all required licenses, permits, and authorizations for the duration of your contract; and
   (c) You will immediately notify OUTFRONT of any suspension, revocation, or material change to your licensing status.


2. Additional Copy Requirements for Cannabis. You further represent, warrant, and agree that all cannabis-related copy:
   (a) promotes only a business that meets the licensing and compliance requirements described above;
   (b) fully complies with all applicable state, and local laws, regulations, and advertising guidelines governing the advertising and marketing of cannabis and cannabis-related products or services, including but not limited to restrictions on content, audience targeting, and any limitations on the number or location of billboards or other media on which a cannabis dispensary or vendor authorized to sell cannabis or cannabis-related products or services may lawfully advertise; and
   (c) does not mislead consumers.


3. Our Discretion to Remove Copy. OUTFRONT may, in our sole discretion and without refund, credit, or liability, remove any copy if:
   (a) OUTFRONT determines that you have breached this Section 9;
   (b) OUTFRONT receives a complaint, notice, or inquiry from any regulatory authority or government official; or
   (c) OUTFRONT determines that adverse publicity, reputational harm or liability to OUTFRONT or third parties has or is likely to result from the display of your copy.


4. Indemnification for Cannabis-Related Copy. You agree to indemnify, defend, and hold harmless OUTFRONT, our affiliates, officers, directors, employees, and agents from and against any and all claims, penalties, fines, damages, liabilities, and costs (including reasonable attorneys’ fees) arising out of or related to the display of cannabis-related copy. This obligation survives termination or expiration of your contract with us.
   

10. Credit Card Payments

The invoicing and payment requirements for your campaign are described in your contract. If OUTFRONT accepts payment from you by ACH or credit card, we have the right, at our option, to either (i) require you to pay all amounts due or coming due under your contract on the date of the ACH or credit card payment or (ii) require you to set up recurring payments whereby your ACH or credit card is charged on each invoice date for the full invoice amount. To cover the cost of processing a credit card transaction, OUTFRONT imposes a credit card surcharge fee of 2.5% on the transaction amount. OUTFRONT will not impose a credit card surcharge fee on payments made by debit card, ACH/e-check, or for customers with credit card billing addresses in Connecticut, Maine, Massachusetts, or Puerto Rico. Customers with credit card billing addresses in Colorado and Illinois will incur a credit card surcharge fee of 2% and 1%, respectively.

11. Mobile and other Digital Advertising

This Section 11 applies to campaigns delivered through mobile applications, websites, connected television (CTV) or over-the-top (OTT) services, or other digital networks, together with any related retargeting and data services, using platforms operated by OUTFRONT or by service providers we designate. You must furnish your copy and all delivery parameters in the form and format we require at least ten working days before the estimated start date, subject to approval by OUTFRONT, the applicable service provider and, where applicable, the service provider's network partners. If copy or parameters are rejected, you remain responsible for the full term of your contract and all impressions ordered and must furnish acceptable replacements within two days of notice; if you do not, we are entitled to full payment even if partial or no delivery results. We will begin delivering approved copy within 48 hours of final approval, excluding weekends and holidays, or on your requested start date if approval occurs earlier, and we and our service providers may make reasonable modifications to the format of approved copy. If we or a service provider disapproves your advertising after approval, or adverse publicity results from its delivery, we may stop delivering it and either terminate your contract or request replacement copy.

We do not guarantee end-user activity or engagement, including click-through rate, secondary action rate or completed views, and we are not responsible for click fraud or other invalid activity. Delivery is subject to inventory availability, and we do not guarantee delivery in, or any particular position within, any specific application, website or service. Our measurements, including impressions delivered, are definitive. If we do not deliver the impressions ordered, or your advertising cannot be delivered to any part of the applicable networks, that is not a breach or termination of your contract, and your sole remedy is an extension of the advertising period or, at our option, a pro-rated credit for the undelivered impressions, with all other remedies at law or equity being expressly waived by you. If we lose the ability to deliver through the applicable service provider, we may terminate the affected contract and receive payment for advertising delivered through the termination date.

Section 7 above applies, and you are solely responsible for ensuring that your copy and delivery parameters comply with applicable law, including content, location and age-based restrictions and any approvals required for regulated categories. We are not responsible for your copy or parameters, for your or any third party's website or application, or for other content with which your advertising may be associated. You will indemnify, defend and hold harmless OUTFRONT and our service providers against all claims and liabilities arising out of your advertising and out of any data you provide or use in connection with your campaign, including claims of violation of law, defamation, or infringement of intellectual property or privacy rights, claims relating to the websites and applications to which your advertising links, and reasonable attorneys' fees incurred in defending them.

Data gathered in delivering your campaign may be used by OUTFRONT and our service providers. You represent that any data you provide was lawfully collected and that you hold the rights necessary for its use in your campaign. We or a service provider may provide you, or a demand-side platform you designate, with audience data or data regarding devices targeted by or exposed to your advertising or to related out-of-home advertising, for planning or retargeting purposes. Data we provide is "AS IS" and may be used only for the limited internal business purposes for which it was provided and in compliance with applicable law and generally accepted industry standards, and you are responsible for its processing by any demand-side platform you designate.

Claims relating to your campaign must be directed to OUTFRONT; we make no representations or warranties and assume no liabilities on behalf of our service providers, and we are not responsible for retaining your copy, files or data. The complete terms applicable to these campaigns are set out in our Mobile and Digital Media Advertising Terms and form part of these specifications. Where you have also entered into a Digital Advertising Rider with OUTFRONT for a campaign, that rider controls to the extent of any inconsistency.

12.Attribution Studies and Reports

Where your contract includes attribution services, we provide them through third-party attribution partners, who prepare reports estimating the performance of your advertising campaign. All orders are subject to review and acceptance by the applicable attribution partner, including a feasibility review, and certain studies require a minimum number of unique impressions to be feasible. Attribution services do not include the advertising itself, which must be expressly and separately agreed.

You are solely responsible for the design and content of each advertisement measured by a study, including clear calls to action, and study results are contingent on that copy. Some studies require you to install one or more pixel-based tracking mechanisms on your websites, creative containers or other supported applications during any baselining period and for the duration of the campaign. Those studies depend on your timely and proper installation of the pixels in accordance with their specifications, you must notify us promptly if a pixel is altered or removed and before any change that would render it inoperative, and we are not responsible for the compatibility, installation or operation of pixels. Where a study uses campaign-specific telephone numbers, you must place the tracking numbers prominently on your copy and use them only in the advertisements you intend to track. You must promptly provide all information we and our attribution partners request in order to provide the study.

You must maintain a privacy notice that complies with applicable law, is available at or before the point of collection on each property where the pixels are deployed, and describes the personal information collected through them, the purposes for which it is collected, the third parties to which it is disclosed, and whether it is sold or shared for advertising. You are solely responsible for obtaining any consent required to deploy and operate the pixels, including any consent required under wiretap, session recording or consumer health data laws, and for honoring opt-outs, withdrawals of consent and universal opt-out preference signals such as the Global Privacy Control, and you must configure your consent mechanism so that the pixels do not operate where required consent has not been obtained or an individual has opted out. You must not provide or expose to us or our attribution partners any information that directly identifies an individual, any sensitive personal information including precise geolocation or consumer health data, or any data relating to a person you know or reasonably should know is under 18. You must comply with all applicable privacy, data protection and information security laws and with the self-regulatory principles and industry standards applicable to your advertising.

You may use the reports solely for your internal business purposes and may not share, resell, sublicense, rent, assign, convey or otherwise transfer the attribution services or your rights in them. Where you are granted access to a dashboard or other user interface, you must limit access to your authorized employees and comply with any additional terms of use the attribution partner presents. We may promote our own business through the use of the reports. Fees for attribution services are invoiced in advance dating from the commencement date of the first advertising period or baselining period, and any fees not included in the initial invoice are invoiced following completion of the campaign.

We do not guarantee the end-user activity or engagement your advertising will receive, including impressions, click-through, tune-in, footfall or other measures, and we are not responsible for click fraud, technological issues or other potentially invalid activity. Attribution services and reports are provided "as is," we make no representations or warranties regarding them or their accuracy, and any action you or your agencies, licensees or affiliates take based on them is at your sole risk. Neither we nor our affiliates are liable for consequential, incidental, indirect, punitive or special damages, and our cumulative liability relating to attribution services will not exceed the amount you paid for the specific attribution services to which the claim relates. You will indemnify, defend and hold OUTFRONT and our affiliates harmless from and against all claims and liabilities, including reasonable attorneys' fees, arising out of or relating to your breach of these specifications, your collection, processing, use or disclosure of personal information, infringement of any copyright, trademark, or other intellectual property or privacy right by you or by your websites, applications or advertising copy, your use of the pixels, or your use of attribution services.