1.        Term/Cancellation

        Chicago Digital Signage reserves the right to cancel this Agreement for any reason with thirty (30) days prior written notice to Advertiser.

2.        CDS

Chicago Digital Signage shall be referred to in this agreement as CDS. Any reference to CDS under this agreement shall mean CDS, its agents, employees, affiliates, successors and assigns.

3.        Advertiser

Any reference to Advertiser under this agreement shall mean the Advertiser, its agents, employees, patrons, invitees, and trespassers, affiliates, successors and assigns.

4.        Host Locations

Any reference to Host Location under this Agreement shall mean the Host Location, its owner and landlord.

5.        Ad Block: Any references to Ad Block in this Agreement shall mean a fifteen (15) sec. full page advertisement that will rotate at every six (6) minutes on the agreed upon digital sign(s) currently at location(s) defined in section 4.

6.        Prices

Advertisers advertisement shall be shown at the Host Location stated in the item's product description for the corresponding price. 

7.        Term

a.        If the Customer fails to make any payment required by this service contract, then this service contract shall be automatically suspended until payments are current and CDS may, at its option, terminate this contract. CDS shall not be required to provide service during such suspension. Upon Customer becoming current in payments this service contract shall be reinstated unless CDS has previously terminated this contract.

b.        CDS reserves the right to terminate this contract at any time for any reason. Written notification will be given thirty (30) days prior to termination. Upon termination of this contract any monetary means that are owed to CDS will be paid.

8.        Eligibility For Service Contract

a.        CDS supplied equipment is eligible for inclusion under this contract immediately upon CDS installation CDS service contract.

b.        CDS supplied equipment not eligible for inclusion under 2A shall be subject to inspection by CDS to determine if it is in good operating condition. Inspection and any repairs or adjustments deemed necessary by CDS shall be made at CDS rates and terms then in effect prior to commencement of maintenance service.

9.        Service Responsibilities of CDS

a.        CDS shall maintain the equipment in good operating condition and furnish on-call service during the Call Period defined in Clause 5 subject to the limitations herein. In fulfillment of the above service CDS shall provide remedial service as required during the Call Period following the Host Location notification that the equipment is inoperative.

b.        CDS shall provide and bear the costs of labor (during the Call Period) and parts under this contract for maintaining the specified equipment in good operating condition when such labor and parts are required because of normal wear and tear.

c.        Maintenance will include replacement of parts deemed necessary by CDS. All parts which will be furnished on an exchange basis and will be new standard parts or parts of equal quality. Exchanged parts removed from the system become the property of CDS.

d.        If unforeseen circumstances arise, and the equipment is not operational for more than 48hrs, CDS will extend the run time of the advertisement in accordance with how long the equipment was not operational as compensation.

10.     Responsibilities of Host Location Service Contract

The Host Location shall notify CDS immediately of equipment failure and allow CDS full access to the equipment subject to the Host Location security regulations then in effect.

11.     Period of On-Site Service Availability

a.        The “Call Period” is defined as the time within which the Host Location may notify CDS that the equipment covered under this contract is inoperative, and within which CDS will perform the services described in Clause 3. All equipment shall have the same Call Period which is specified below and excludes locally observed CDS holidays, unless otherwise stated.

b.        Call Period extends from 8:30 AM to 5:00 PM Monday through Friday

c.        CDS will respond via phone within four hours of the request for service during the “Call Period”, and on- site within two days after service has been deemed necessary during “Call Period”

12.     Charges

a.        Charges will automatically be credited one week before the advertisement start date which is either the 1^st or 15^th of the month. If payment is denied advertiser has one week to replace form of payment.

b.        If payment covering the total length of the contract is paid in full and in advance by cash or check at any time earlier than one week before the advertisement start date a five (5) percent discount will be deducted from the price agreed upon.

c.        All advertisement prices vary based on a variety of variables including but not limited to; views per day, amount of screen appearances, and hours shown. Because of this, CDS can not, and will not guarantee that the price agreed upon for this contract will be the same when and if said contract is renewed.

13.     Limitation of Liability and Warranty

CDS’s liability to the Customer, (whether in contract or tort, including negligence) for damages of any nature shall not exceed the total charges paid or payable for the unexpired term of contact. CDS will not be liable for any delays.

14.     Content of Ads

a.        Under no circumstances shall any advertisement run that is deemed inappropriate by either CDS or the Host Location.

b.        Inappropriate advertisements include but are not limited to, pornographic images, negative racially driven images or text, and any usage of what is generally considered inappropriate language.

c.        Any advertising that violates public standards of decency, and local, state and federal law will be prohibited. Host agrees to hold CDS harmless and unaccountable for any violation of these policies and all responsibility and liability shall lie on the advertisers.

d.        CDS reserves the right to remove any advertisement that is deemed inappropriate at any location, any time, without any prior notification.

e.        If an advertisement is removed no compensation will be given to the advertiser. The advertiser reserves the right to send CDS a new advertisement to run.

15.     Cancellation Policy

a.        An advertiser has up to thirty (30) days after the start date as agreed upon under section 1 of this Agreement to send a written request to the CDS home office in order for the cancellation request to be approved. Any request that is not in written form will not be approved.

b.        Advertiser will not be refunded for any charges incurred within the first thirty (30) days.

c.        An advertiser reserves the right to cancel after the first thirty (30) days. The remaining monetary balance on account for stated term will be billed at CDS’s discretion.

16.     General

a.        If either party neglects or fails to perform any of its obligations under this contract, and such failure continues for a period of twenty (20) days after written notice thereof, the other party shall have the right to terminate this contract.

b.        This contract supersedes all prior service contracts and understandings between the parties with respect to any equipment covered under this contract, and may not be changed or terminated orally.

c.        It is expressly understood that if either party, on any occasion, fails to perform any term of this contract and the other party does not enforce that term, the failure to enforce on the occasion shall not prevent enforcement on any other occasion.

d.        Neither party shall assign this contract unless consented to by both parties.

e.        This contract will be governed by the laws of the State of Illinois.