This Advertising Agreement (the “Agreement”) is entered into by and between Advertiser, as named below, and OC Equity, LLC, a Wyoming limited liability company (“Outliers”), effective as of the date of the last signature affixed hereto (the “Effective Date”). Advertiser and Outliers may be referred to herein as a “Party” or collectively as the “Parties”.
For good and valuable consideration, which is hereby acknowledged, Advertiser and Outliers agree as follows:
1. Term. The term of this Agreement (the “Term”) shall begin upon the Effective Date and shall continue until terminated by either Party, as provided for herein, or until the Agreement’s Advertising Type & Product, as that term is later defined, and the term of any are fulfilled.
2. Scope. Outliers shall provide within its products display advertising of the type and within the media of the advertising products selected by Advertiser and/or services for Advertiser (herein the “Advertising Type & Product”). Every effort will be made to comply with reasonable requests.
3. Compensation. Advertiser shall compensate Outliers at the “Rates” associated with each chosen Advertising Type & Product, at the frequency agreed to by the Parties, or any additional services elected by Advertiser, as provided for herein. Both Parties acknowledge that this Agreement and any discount upon the Rates (the “Discounted Rate”) are offered as an incentive for placing with / contracting for multiple consecutive products and/or advertisements with Outliers. The total cost or total cost per month may represent a discount from the regular Rates. If Advertiser discontinues this Agreement and its associated Advertising Type & Product(s) before the term of this Agreement has expired, Advertiser will be billed for the difference between the total cost or total cost per month and the regular “One Time” or “One Month” Rates, including any discounts, promotions, upgrades, and extras, in addition to any associated design fees (unless hours are documented by Outliers, the design fees shall be $299.00). In the event this Agreement is terminated by Advertiser before the term of this Agreement has expired, any discounts previously given will be due and payable to Outliers.
4. Deadlines & Materials. Advertiser agrees to provide complete Copy (information, photos, and, if appropriate, video to be used in the Advertising Type & Product) to Outliers by the appropriate scheduled deadline. The deadline for materials for Community News Streams needs to be coordinated between Advertiser and Outliers based upon availability each month in order to accommodate Advertiser’s Promoted Posts. Outliers requires a one (1) week minimum turnaround for Promoted Posts and two (2) week minimum turnaround for Promoted Posts with Video when Outliers is drafting Advertiser’s Advertising or producing Advertiser’s video. The Copy provided by Advertiser shall become the basis for Advertiser’s Advertising.
5. Approval of Content. Outliers reserves, at its sole discretion, the right to refuse any advertising Copy or material deemed inappropriate (false, misleading, disparaging, explicit, controversial, or otherwise damages the reputation of Outliers). Determination of copy or material as inappropriate shall not relieve Advertiser of its responsibilities for compensation of Outliers as provided for within this Agreement. Outliers may make adjustments in size and/or layout to Advertiser’s Copy shall its submission not conform with our guidelines. Outliers’ technical specifications for Copy (size, file format, color mode, etc.) are available online at ocllc.co/techspecs.
6. Add-Ons. Outliers may provide an estimate for Add-Ons based upon projected hours for the project, however, all Add-Ons will be billed at actual hours. Add-Ons billed “per hour” have a one (1) hour minimum charge and additional time is billed in fifteen (15) minute increments. Basic Video Preparation includes up to two (2) hours of editing, one (1) hour of filming (with a single camera), and basic voice over to produce a video of approximately thirty (30) seconds.
7. Distribution. Outliers may modify distribution channels (social media platforms and “boosts”, website layout, design, etc.) as deemed appropriate in response to market trends.
8. Payment Terms. Payment is due in full within thirty (30) days of the invoice date. Any balances over thirty (30) days shall accumulate interest at the annual rate of 18% (1.5% per month). Any Advertising Type & Product(s) that is labeled as “Prepayment” or “Prepaid” shall be paid concurrently with execution of this Agreement, as Advertiser is receiving a discount for prepayment. Should Advertiser fail to make timely payment, Advertiser shall pay Outliers for any and all associated collection costs, including but not limited to, fees charged by collection agencies/firms, reasonable attorney’s fees, late fees, and any other fee made necessary by Advertiser’s non-payment. Outliers reserves the right to suspend all Advertising (as associated with any Advertising Type & Product) until payment is received in full, provided, however, Advertiser will continue to owe compensation to Outliers throughout the term of the Agreement for the entire amount due under the Agreement. Advertiser’s failure to utilize any Advertising Type & Product on a specific run date, period, or for the Agreement term shall not negate Advertiser’s responsibility for the amounts due.
9. Production, Proofs & Changes. To ensure accuracy of Advertiser’s Advertising, Outliers will provide “proofs” to Advertiser. Advertiser shall immediately respond to any proof received from Outliers in order to accommodate applicable deadlines. Excessive design or proofing changes, as determined by Outliers, may incur additional charges. Any design fees necessitated by Advertiser’s excessive proofing or incomplete Copy shall be billed at $95.00 per hour and shall be included with the monthly invoice for the Advertising Type & Product. Outliers will work to prevent errors and/or omissions in all of Advertiser’s Advertising, however, Advertiser is responsible for making all desired/necessary changes to any proof provided. Outliers shall not be responsible for any error or omission if Outliers provided a proof to Advertiser. Responses to proofs which are not timely provided by Advertiser shall eliminate Advertiser’s privilege of approval or revision and Outliers shall have no responsibility for errors or omissions when proof feedback is not timely provided by Advertiser.
10. Materials. When submitting Copy to Outliers, Advertiser represents it has the right and authority to use, reuse, and/or publish any and all materials. Advertiser agrees to indemnify and hold harmless Outliers with respect to any claims or actions by third parties against Outliers based upon materials furnished by Advertiser or where material created by Outliers is substantially changed by Advertiser. Information or data obtained by Outliers from Advertiser to substantiate claims made in advertising shall be deemed to be “materials furnished by Advertiser”. Advertiser further agrees to indemnify and hold harmless Outliers with respect to any death or personal injury claims or actions arising from the use of Advertiser’s products or services.
11. Termination. Advertiser may terminate this Agreement at any time, though termination of this Agreement prior to the expiration of its term may incur additional costs for Advertiser as provided for in this Agreement. Outliers may terminate this Agreement for convenience provided it provides Advertiser thirty (30) days written notice. Upon termination by Outliers, Outliers shall have no further obligations or responsibilities to Advertiser. Nothing herein shall limit Outliers’ ability to collect any monies due it from Advertiser at law or in equity.
12. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Wyoming, with venue vested in the Sixth Judicial District, Campbell County, Wyoming, and the Parties consent to the exclusive jurisdiction of the aforementioned court for any dispute arising out of this Agreement.
13. Final Agreement, Severability, No Implied Waiver, Headings. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by the Parties. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included. Either Party’s failure to insist in any one or more instances upon strict performance by the other Party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
14. Counterparts, Scanned / Digital Copies. This Agreement may be executed by facsimile or in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. The Parties agree digitally-transmitted signatures and/or electronic signatures shall have the same binding effect as original signatures, and copies thereof shall be of sufficient evidence of the Parties’ agreement, with neither Party being required to maintain an original, signed hard copy. Each Party may rely upon a scanned and/or digital version of this Agreement for all purposes.
15. Notice. Any notice or other communication required or permitted by or under this Agreement shall be sufficiently delivered if (a) deposited in U.S. Mail, Certified Mail, return receipt requested; or (b) if sent or delivered by other means, including hand delivery, when actually received by the Party to which such notice has been directed; or (c) delivered by facsimile or e-mail transmission; in each case at the respective addresses, numbers, or email addresses set forth for each Party on the first page of this Agreement or such other as either Party may have fixed by notice; provided, however, that in the event of delivery under clause (c), such notice shall be promptly followed by notice pursuant to clause (a) or (b). Regular communications and approvals of proofs, advertising, or other day-to-day activities may be conducted by phone, email, fax, or other method, and are not subject to the notice provisions of this Agreement.
16. Authority for Execution. Each Party hereto represents he or she has full power, right and authority to enter into and perform such Party’s obligations pursuant to this Agreement and to bind such Party. No approval or consent of any other individual or entity is necessary in connection with the delivery and performance by a Party of this Agreement.