Terms and Conditions

By submitting this order to Terraboost Media LLC (“TBM”), you (“Advertiser”) hereby offer for TBM to have the right to place Advertiser’s advertisement (“Advertisement”) on a TBM display(s) (“Display(s)”) located in the store selected by Advertiser at the time of its making of the offer (the “Venue”), all in accordance with the following terms and conditions, which are expressly agreed to by Advertiser.

1. Advertiser’s offer is subject to acceptance by TBM, in its sole discretion. TBM may reject the offer for any reason or no reason and will not have any obligation to notify Advertiser of any such rejection. If TBM determines to accept the offer, notice of acceptance (which may be in the form of a “welcome email”) will be sent to Advertiser within ten days after the making of the offer at the e-mail address of Advertiser given at the time of Advertiser’s making of the offer. If TBM accepts the offer, then the following terms and conditions shall become binding and will serve as the parties’ agreement (the “Agreement”) with respect to the subject matter hereof. The date of any e-mail notice of acceptance shall be the “Effective Date” for all purposes of this Agreement.

2. Advertiser represents that it is engaged in one of the following businesses: dental, medical, chiropractic, health club, insurance, wellness/spa, real estate, or mortgage.

3. Advertiser represents that it is a new client and has never done business with TBM before.

4. The artwork for the Advertisement to be placed on the Display shall be prepared by Advertiser or, at Advertiser’s election, by TBM. In either event, there is a reservation fee of $9 payable at the time of booking. If Advertiser elects for TBM to develop the artwork, Advertiser may complete and submit to TBM an artwork development preference form to assist TBM in its preparation of the artwork by selecting the appropriate link from the welcome e-mail. In any event, all artwork and Advertisements shall be in compliance with this Agreement, including Section 7 below.

5. If Advertiser prepares its own artwork for its Advertisement, then such artwork shall be submitted to TBM for its review. TBM will promptly notify Advertiser of any issues with, or non-compliance of, the artwork, or if there are no such issues or matters of non-compliance, that the artwork is subject to final approval of Advertiser. Advertiser shall resolve any such issues and matters of non-compliance, if applicable, and in any event, submit final approval of the artwork within fifteen (15) days after the Effective Date.

6. If Advertiser elects for TBM to prepare the artwork for the Advertisement, then TBM will submit the artwork to Advertiser for its approval within five days after the Effective Date. Advertiser shall have until the fifteenth (15th) day after the Effective Date to work with TBM with respect to any issues that Advertiser may reasonably have with the artwork and submit final approval of the artwork.

7. If, other than due to a breach by TBM, artwork for the Advertisement is not finally approved by Advertiser within fifteen (15) days after the Effective Date (whether the artwork was prepared by Advertiser or TBM) (an “Artwork Non-Compliance Breach”), then (a) Advertiser shall be charged a fee of $385 (the “Artwork Non-Compliance Fee”) to compensate TBM for its damages in connection therewith, including its time and expenses incurred in connection with this Agreement and its reservation of the Display at the Venue and (b) this Agreement shall be automatically and immediately terminated. Notwithstanding such termination, TBM agrees that in the event of such termination, if Advertiser desires to enter into a new advertisement placement agreement, Advertiser shall contact TBM regarding such desire within thirty (30) days after the termination date, in which case TBM will negotiate in good faith with Advertiser regarding entry into a six (6) month advertisement placement agreement on TBM’s then prevailing terms (and if such agreement is entered into and complied with, TBM agrees that such agreement will provide for a “seventh-month free”).

8. Artwork for the Advertisement shall be prepared in accordance with the following specifications: Top Panel: CMYK, 300 dpi, 11.5” x 19” Lower Panel: CMYK, 300 dpi, 11.5” x 31” All files must be submitted as High Resolution PDF and all Fonts must be converted to outlines. In addition, Advertisement artwork and content may not contain any obscene, defamatory, offensive, controversial, political, or religious verbiage or images, and/or violate any intellectual property rights of others or invade personal rights to privacy, or other personal economic rights. Further, TBM reserves the right, in its sole discretion, whether on behalf of itself or the Venue, to reject any Advertisement artwork and content and Advertiser hereby agrees to replace the rejected artwork or content with artwork or content that meets the approval of TBM in accordance with the procedures and timeframes set forth herein.

9. Subject to the terms and conditions of this Agreement, the Advertisement will be placed on a Display in the Venue beginning on such date as may be determined by TBM (the “Commencement Date”), provided that the Commencement Date will be no later than the sixtieth (60th) day after the Effective Date. The Advertisement will continue on the Display from the Commencement Date until the ninetieth (90th) day after the Effective Date (the “Trial Period”), and thereafter for each successive thirty (30) day period (each, an “Advertising Period”) unless this Agreement is terminated in accordance with the terms hereof. Advertiser will not be charged a monthly fee for the placement of the Advertisement on one Display during the Trial Period. Advertiser will automatically be charged a monthly fee of $385 per Display for each Advertising Period following the Trial Period (and a fee of $385 for each additional Display during the Trial Period).

10. At any time on or after the twenty first (21st ) day following the Effective Date, Advertiser may cause this Agreement to not renew following the end of the then-current Advertising Period (or the Trial Period, if applicable) by providing notice of non-renewal to TBM at salessupport@terraboost.com no later than twenty (20) days prior to the end of the then-current Advertising Period (or the Trial Period, if applicable) ; provided, however, that Advertiser shall not have such right if Advertiser committed an Artwork Non-Compliance Breach. For the avoidance of doubt, provided Advertiser did not commit an Artwork Non-Compliance Breach, if Advertiser provides notice of non-renewal to TBM in accordance with Section 9 at any time on or after the twenty first (21st ) day following the Effective Date and no later than twenty (20) days prior to the end of the Trial Period, Advertiser will not be charged any monthly fees under this Agreement (provided, however, that Advertiser will not be entitled to refund of any other fees paid to TBM hereunder, including any Processing Fee). Upon renewal of this Agreement for a successive Advertising Period, Advertiser will be charged the monthly fee of $385 per Display for such Advertising Period.

11. Advertiser authorizes TBM to charge Advertiser’s Credit/Debit Card for any fees and payments due under this Agreement, including, without limitation, any monthly fees, any Processing Fees, any Artwork Non-Compliance Fees, and any other fees or payments which may be required to be made by Advertiser hereunder.

12. TBM shall have the right in its sole discretion to terminate this Agreement at such time (including immediately) as TBM may determine by written notice of termination to Advertiser, and in any event without liability of any kind to Advertiser. TBM shall have the right to retain all funds previously paid to it hereunder and collect all funds owed to it hereunder, including with respect to the then-current and immediately succeeding Advertising Period, in the event of a breach of this Agreement by Advertiser, including, without limitation, any non-payment of funds when due, check provided with insufficient funds for coverage or challenge of a credit card payment, which is not cured within ten (10) days after written notice thereof is provided to Advertiser. The rights and remedies of TBM hereunder are cumulative and in addition to all other rights and remedies available to TBM at law or in equity.

13. Advertiser agrees that any artwork and Advertisements created by TBM, and all rights pertaining thereto (other than with respect to the marks and other intellectual property of Advertiser), shall be vested in and be the property of TBM, and may not be used by or on behalf of Advertiser or any agent or affiliate thereof without TBM’s prior written consent, which may be granted, withheld or conditioned in TBM’s sole discretion (including, without limitation, that such consent may be conditioned upon the payment to TBM of a “transfer fee” determined by TBM in its sole discretion).

14. Advertiser acknowledges that it is aware that TBM has expended and incurred significant resources and expenses in connection with the procurement of this Agreement and performance of its services hereunder. Accordingly, Advertiser agrees not to challenge any payment made hereunder, whether by credit card, check or ACH, except in the case of a material breach of this Agreement by TBM which is not cured within thirty (30) days after written notice thereof is provided to TBM at its principal executive office.

15. TBM shall not be liable for failure to perform under this Agreement if due to any labor disputes, strikes, war, fire, flood, accident, materials, loss of the Venue from its advertising network, or other shortages, or any act of God or other conditions or circumstances beyond TBM’s control. In such case, TBM may, in its sole discretion, extend the time for performance, substitute other similar venues, or credit pro rata amount to the Advertiser. Advertiser acknowledges and agrees that for the purposes of allocating the fees charged hereunder, the top board of the Display is allocated at 80% of the total monthly fee for such Display and the and the front board of the Display is allocated at 20% of the total monthly fee for such Display.

16. Advertiser agrees to indemnify, defend, protect and hold harmless TBM and its managers, members, officers, employees, agents, representatives and other affiliates, and each of their respective assigns and affiliates, from, against and in respect of, any and all liabilities, damages, losses, taxes, costs and expenses, including, without limitation, attorneys’ and other third party (including, without limitation, collection agency) fees and costs, arising from, in connection with or incident to: (a) any breach or threatened breach of any provision of this Agreement, including, without limitation, non-payment, late payment, check provided with insufficient funds for coverage, or challenge of a credit card payment; (b) any other act or omission by or on behalf of Advertiser or its affiliates; and (c) any and all claims, actions, suits, proceedings, demands, assessments, judgments, settlements, costs and expenses incidental to any of the foregoing, including, without limitation, claims based on violation of a third party’s intellectual property rights. The indemnity obligations of Advertiser shall survive the termination or expiration of this Agreement.

17. Advertiser understands and agrees that TBM provides advertising space to businesses that are or may be competitive to Advertiser (“Competitive Advertising”), and that Competitive Advertising may be placed in the Venue; provided, however that no advertising for direct competitors (for example, 2 realtors) shall be placed on the same Display.

18. Advertiser agrees to keep any information provided by TBM confidential and to not approach or communicate with Venue personnel or contractors regarding this Agreement. Advertiser agrees to pay TBM $5,000 for every breach of this Section 17 as liquidated damages and not a penalty and agrees that such amount is reasonable. In addition, in the event of any breach or threatened breach of this Section 17, TBM will be entitled to seek equitable relief, including an injunction or specific performance (without posting any bond and without proof of actual damages), in addition to all other remedies hereunder, at law or in equity.

19. TBM expressly disclaims all representation and warranties with respect to this Agreement and its services hereunder, except those expressly contained herein. TBM makes no guarantees concerning the ultimate value to Advertiser of the advertising services. TBM’s total liability to Advertiser from all causes of action shall not exceed the amounts paid to TBM under this Agreement. TBM shall not be liable under any circumstances for any special, incidental, indirect, punitive or consequential damages, including, without limitation, lost profits.

20. Advertiser understands and agrees that TBM may at some future time convert its current fixtures to new digital format fixtures, at which time Advertiser's graphics would be subject to conversion to a digital format. In such event, the terms and conditions set forth at www.terraboost.com/localadterms (which terms and conditions, when applicable, are incorporated by reference herein and which the Advertiser acknowledges that he, she or it has read and understands and may be subject to change) shall, together with the terms and conditions hereof which are not inconsistent with such terms and conditions, govern the relationship of the parties with respect to the subject matter hereof for the remainder of the term.

21. Advertiser may not assign this Agreement without TBM’s prior written consent. TBM shall have the right to assign this Agreement at its sole discretion without the requirement of notice or consent.

22. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida excluding its conflicts of law rules and principals. Any legal action arising out of this Agreement shall be brought exclusively in the federal or state courts located in Miami-Dade County, Florida, and the parties, by this Agreement, consent to the jurisdiction of such courts and waive any claim of lack of personal jurisdiction or inconvenient forum with respect to any claim brought in such court.

23. This Agreement contains the parties’ full and complete agreement and understanding with respect to the subject matter hereof and supersedes any and all prior agreements and understandings with respect to such subject matter.