TALON OUT OF HOME ADVERTISING STANDARD TERMS AND CONDITIONS

Last Updated: May 13, 2025

These Talon Out of Home Advertising Standard Terms and Conditions (“Terms”) apply to you (“Client”) if you have entered into an Out of Home Advertising Agreement (“Agreement”) with Talon Americas LLC (“Talon”) for Services that include the planning and sale to Client of outdoor advertising media (“Purchased Media”) for advertising campaigns (“Campaigns”), as will be set out in a Media Authorization Form (“MAF”). Talon and Client may be referred to each as a “Party” or together as the “Parties”. These Terms are a part of the Agreement and govern all MAFs entered into by Talon and Client under the Agreement. Capitalized terms used but not defined in these Terms have the meanings set forth in the Agreement.

  1. Media Authorization Forms. The Parties may agree on one or more MAFs during the Term (as defined in the Agreement). The term of each MAF shall commence and end on the dates set forth in the MAF (the “Campaign Term”). In the event of any conflict between any provision(s) of an MAF and any provision(s) of the Agreement, the provisions of the Agreement shall control and prevail unless such MAF specifically references a provision of the Agreement and states that the MAF is intended to control over it.
  2. Client as Agency or Advertiser. If Client is an agency entering into MAFs for its end client (such end client, an “Advertiser”): (i) Client will designate the applicable Advertiser on each MAF; (ii) Client represents and warrants to Talon that Client is a duly authorized agent of the Advertiser, with the authority to bind the Advertiser to the MAF and the Agreement with respect to such MAF; and (iii) by agreeing to an MAF, Client agrees to such MAF and, as Advertiser’s agent, agrees on behalf of Advertiser to such MAF and the provisions of the Agreement that apply to Client. If Client does not identify an Advertiser on an MAF, then Client represents and warrants that Client is the advertiser under such MAF and procuring the Services (as defined in the Agreement) for its own use only.
  3. Advertising Content. Unless otherwise agreed, solely the Client shall be responsible for the creation and timely delivery of all advertising material, art and copy for the Campaigns (to the extent provided by Client or its Advertiser client, if applicable, “Advertising Content”). Client represents, warrants and covenants that Client is the rightful owner or licensee (with the right to sublicense) of all Advertising Content, and that each Campaign and all Advertising Content provided by Client (or its Advertiser client, if applicable) and their display, publication, broadcasting, transmission, performance or otherwise making available to the public shall: (i) comply with all applicable laws, rules, regulations, regulatory policies, statutes, guidelines and codes (collectively, “Laws”), including those issued by statutory, regulatory and industry bodies; (ii) not infringe, misappropriate or violate the intellectual property rights, privacy rights, publicity rights or proprietary rights of any third party; (iii) be accurate and not misleading; and (iv) not be blasphemous, defamatory, libelous, obscene, indecent or otherwise offensive or unlawful. Client hereby grants to Talon a non-exclusive, royalty-free, irrevocable, sublicensable (to the extent reasonably required to provide the Services) right and license to use, modify, reproduce, create derivative works of, display, transmit and perform all Advertising Content, and the relevant logos and trademarks of Client or the applicable Advertiser, during the Campaign Term of the applicable MAF, in all territories specified in such MAF, to fulfill such Campaign.
  4. Cooperation and Conduct. Client undertakes and agrees at all times to: (i) reasonably and timely cooperate with and assist Talon in all relevant matters under the Agreement; (ii) approve in a reasonably timely manner, in accordance with procedures mutually agreed upon by the Parties, the MAFs; and (iii) provide, in a reasonably timely manner, such accurate and up to date information and Advertising Content as Talon may reasonably require. Neither Party will (a) do anything which may cause the other Party to lose any license, authority, data, consent or permission on which it relies for the purpose of conducting its business, or (b) make disparaging statements about the other Party or do anything else which would harm or be prejudicial to the other Party’s name, reputation and/or goodwill.
  5. Campaign Delivery. If actual campaign impressions fall materially below the number of impressions guaranteed (if applicable) in an MAF, then the Parties shall negotiate in good faith make-good inventory, which shall be Client’s sole and exclusive remedy therefor. Talon will endeavor in good faith to inform Client within a reasonable period of time of it becoming aware of any significant delivery issues that may impact Campaign performance.
  6. Campaign Cancellation. Client shall have the right to cancel the Purchased Media in whole or in part, upon written notice to Talon (i) at least sixty (60) calendar days before any posting period or (ii) within the other cancellation terms noted on the MAF. If Client’s Advertiser client cancels a Campaign with Client that relates to an MAF, Client shall promptly notify Talon. Talon shall use commercially reasonable efforts to minimize cancellation fees and secure refunds where possible, but Client shall remain responsible for all its obligations under the MAF and any cancellation fees that Talon is unable to avoid through such commercially reasonable efforts. Talon shall provide Client with documented evidence of any non-refundable costs or cancellation penalties imposed by media owners.
  7. Representations and Warranties. Talon represents, warrants and covenants to Client that (i) it has all requisite right, power and authority to enter into the Agreement and each MAF, and (ii) will perform the Services in a professional and workmanlike manner. Client represents, warrants and covenants to Talon that (a) it has all requisite right, power and authority to (I) enter into the Agreement and each MAF (and, if Client is an agent of an Advertiser, to enter into the Agreement and the applicable MAF(s), on behalf of such Advertiser), and (II) grant the rights and licenses purported to be granted by Client under the Agreement; (b) it will comply with all applicable Laws; and (c) all costs in connection with Purchased Media will be paid by Client. Client acknowledges and accepts that Talon shall have no obligation to deliver any Purchased Media or any liability with respect thereto until it receives full payment of all such costs in connection with Purchased Media.
  8. Fees and Costs. Client shall pay all invoices for fees, costs, expenses and amounts set forth in an MAF or otherwise approved by Client (collectively, the “Fees”) in accordance with the schedule for payment set forth in the Agreement or the MAF or, if no such timeframe is stated in the Agreement or the MAF, within thirty (30) days of the date of such invoice. Client will use best efforts to collect and clear payment from its Advertiser clients (if applicable) on a prompt and timely basis. Any Fees that are not paid when due shall accrue interest at a rate of 1.5% per month or, if lower, the maximum percentage permitted by applicable Law, from the date on which such fees first become overdue until the date on which such Fees are paid in full. Unless expressly agreed otherwise by the Parties in writing, each Party shall be solely responsible for any and all costs and expenses incurred by it in connection with the Agreement.
  9. Subcontractors and Vendors. Talon shall have the right to engage third-party vendors, subcontractors and media owners (collectively, “Vendors“) to fulfill its obligations under the Agreement. Talon shall be responsible for the performance of such Vendors in accordance with the Agreement.
  10. Confidentiality. All documents, data, materials and other information provided by one Party to the other Party hereunder shall be deemed the “Confidential Information” of the providing Party to the extent that it is marked as “confidential” or the receiving Party knows, or reasonably should know, that it is confidential or sensitive in nature. The Agreement, the MAFs and their contents shall be deemed to be the Confidential Information of both Parties. All Talon Property (as defined below) shall be deemed to be the Confidential Information of Talon only. Each Party will maintain the confidentiality of all Confidential Information of the other Party and will not disclose that information to any third party, or use it for any purpose other than for the purposes of performing its obligations and exercising its rights under the Agreement, except with the prior written consent of the other Party or if legally required to disclose such Confidential Information by any order of a court of competent jurisdiction or governmental body, provided that (i) the receiving Party has given the disclosing Party timely notice of such required disclosure and reasonably cooperates with such disclosing Party, to the extent requested by such disclosing Party, to contest such requirement, and (ii) the receiving Party shall ultimately disclose only such Confidential Information as is reasonably legally required to be disclosed and shall seek confidential treatment from the relevant court or governmental body. The Parties agree that Client’s disclosure of an MAF to its applicable Advertiser as reasonably necessary to fulfill its obligations to such Advertiser with respect to the Campaign under such MAF will not constitute a breach of this Section 10.
  11. Suspension and Termination. Talon shall have the right to suspend any Campaign or any Services under an MAF if Client does not pay any invoice when due. Each Party shall have the right to terminate an MAF, or the Agreement in its entirety (including all MAFs thereunder) upon written notice to the other Party if the other Party materially breaches its obligations under such MAF (or the Agreement in relation to such MAF) and fails to cure such breach within thirty (30) days of receiving notice thereof from the non-breaching Party. Sections 2, 3 and 7-19 (inclusive) of these Terms shall survive any termination or expiration of the Agreement or any MAF.
  12. Intellectual Property. All intellectual property rights not expressly licensed by the owning Party to the other Party are hereby reserved by the owning Party, and the Parties acknowledge that they shall not acquire, by operation of the Agreement or otherwise, any intellectual property rights owned by the other Party. All goodwill resulting from the use by one Party of intellectual property rights owned by the other Party shall inure to the benefit of such other Party. Client shall own and retain all right, title and interest in and to all Advertising Content, subject to the rights and licenses expressly granted to Talon by the Agreement. Notwithstanding anything to the contrary in the Agreement, Talon shall own and retain ownership of all right, title and interest in and to Talon’s know-how, trade secrets, media pricing, strategies, plans, budgets, processes and procedures, all of Talon’s websites, technology platforms, software (including source code and object code) and other intellectual property, and all data and analytics relating to Campaigns (collectively, “Talon Property”), excluding Advertising Content provided by Client or its Advertiser client. Client shall not, directly or indirectly, modify, reverse engineer, decompile or disassemble any Talon Property, or reference or use any Talon Property to create a competing product or service.
  13. Indemnification. Talon agrees to indemnify, defend and hold harmless Client (and, if applicable, the Advertiser) and its affiliates, and its and their respective officers, directors, equity holders, agents, contractors and employees, from and against any third­-party claims, liabilities, losses, damages, injuries or expenses (including, without limitation, reasonable attorneys’ fees) directly or indirectly arising from or relating to (i) Talon’s breach of the Agreement that constitutes gross negligence or willful misconduct, or (ii) any alleged violation or infringement of any rights of any third ­party, or violation of any applicable Law, by Talon’s use of Talon Property in providing Services to Client.

    Client agrees to indemnify, defend and hold harmless Talon and its affiliates, and its and their respective officers, directors, equity holders, agents, contractors and employees, from and against any third­-party claims, liabilities, losses, damages, injuries or expenses (including, without limitation, reasonable attorneys’ fees) directly or indirectly arising from or relating to (i) any breach of the Agreement (including, without limitation, any breach of any of the representations, warranties or covenants herein) or negligence or willful misconduct by Client (or, if applicable, the Advertiser), (ii) any alleged violation or infringement of any rights of any third party, or violation of any applicable Law, by Client, an Advertiser or any Advertising Content, (iii) any injury or damage of any kind resulting from the creation or installation of, or otherwise in connection with, the Purchased Media, except to the extent caused by the gross negligence or willful misconduct of Talon, or (iv) claims by an Advertiser against Talon that are not the result of Talon’s gross negligence or willful misconduct.

  14. LIMITATIONS OF LIABILITY AND DISCLAIMERS. EXCEPT WITH RESPECT TO EACH PARTY’S EXPRESS OBLIGATIONS TO INDEMNIFY, DEFEND AND HOLD HARMLESS UNDER SECTION 13 OR CLIENT’S OBLIGATIONS TO PAY AMOUNTS DUE UNDER THIS AGREEMENT, (I) EACH PARTY’S AGGREGATE LIABILITY UNDER THE AGREEMENT SHALL NOT IN ANY EVENT EXCEED THE TOTAL AMOUNT OF PAYMENTS ACTUALLY RECEIVED BY TALON FROM THE CLIENT UNDER THE APPLICABLE MAF IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE RELEVANT LIABILITY, AND (II) NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF REVENUE OR LOSS OF BUSINESS.NOTWITHSTANDING THE FOREGOING, NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD OR OTHER LIABILITY TO THE EXTENT THAT SUCH LIABILITY MAY NOT BE PROPERLY LIMITED OR EXCLUDED BY APPLICABLE LAW.THE SERVICES AND MEDIA ORDERED UNDER THE AGREEMENT, AND THE TECHNOLOGIES AND PLATFORMS PROVIDED OR USED BY TALON IN CONNECTION WITH THE SERVICES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSABLE BY APPLICABLE LAW, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN THE MAF, TALON MAKES NO, AND HEREBY DISCLAIMS ALL, REPRESENTATIONS OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO MERCHANTABILITY, NON-INFRINGEMENT, ACCURACY, PERFORMANCE, RESULTS, LACK OF ERRORS, AVAILABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR SUITABILITY FOR CLIENT’S REQUIREMENTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. AS TALON ITSELF IS NOT A MEDIA OWNER AND DOES NOT OWN ANY MEDIA OWNER OR OTHER VENDOR, TALON SHALL NOT BE RESPONSIBLE FOR ANY FAILURE OF ANY MEDIA OWNER OR OTHER VENDOR TO ABIDE BY OR OTHERWISE FULFILL THE TERMS OF THE ORDER PLACED WITH SUCH MEDIA OWNER OR OTHER VENDOR. TALON MAKES NO WARRANTY, REPRESENTATION OR GUARANTEE WITH RESPECT TO THE ADVERTISING MEDIA SUGGESTED BY TALON, THE PURCHASED MEDIA, OR THE ADVERTISING CONTENT, AND SHALL HAVE NO LIABILITY OF ANY KIND WITH RESPECT THERETO.
  15. Force Majeure. Notwithstanding anything to the contrary in the Agreement, neither Party shall be liable for any failure to perform or delay in performing any obligation (other than to pay Fees) to the extent due to events beyond its reasonable control, including, without limitation, acts of God, natural disasters, inclement weather, floods, fires, Internet, telecommunications or power outages or interference, failures of any third-party technology, service or platform, earthquakes, terrorism, war, riots, vandalism, epidemics or pandemics, labor disputes, governmental actions, changes in Law or other unforeseen circumstances (each, a “Force Majeure Event”). Affected performance shall be excused for the duration of the Force Majeure Event, provided the affected Party promptly informs the other Party of the event and uses commercially reasonable efforts to resume performance.
  16. Relationship of the Parties. The relationship of Talon and Client under the Agreement is that of independent contractors (service provider and customer), not agent and principal. For the avoidance of doubt, Talon is not the agent of any Advertiser of Client. Nothing in the Agreement or any MAF shall be construed as creating or constituting a fiduciary, partnership, joint venture or agency relationship between the Parties (or between Talon and any Advertiser client of Client), and neither Party shall have the power to bind the other or incur obligations on the other’s behalf without the other Party’s prior written consent.
  17. Anti-corruption. Both Parties shall comply with all applicable Laws relating to anti-bribery and anti-corruption, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended. Each Party represents to the other Party that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other Party in connection with the Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
  18. Entire Agreement. The Agreement (including these Terms and the MAFs) constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements, claims, representations and understandings, written or oral, concerning the subject matter of the Agreement, including, without limitation, any confidentiality agreements. ANY NEW TERMS OR CHANGES ISSUED IN A PURCHASE ORDER OR OTHER DOCUMENT TO TALON ARE VOID AND OF NO FORCE OR EFFECT. TALON’S ACKNOWLEDGEMENT OF RECEIPT OF SUCH DOCUMENT OR ACCEPTANCE OF PAYMENT IS FOR PAYMENT PROCESSING PURPOSES ONLY, AND ANY TERMS OR CHANGES CONTAINED IN ANY SUCH DOCUMENT ARE EXPRESSLY REJECTED BY TALON.
  19. Miscellaneous. The terms and provisions of the Agreement shall be construed, interpreted and governed by the laws of the State of New York, without giving effect to its choice-of-law provisions. Any claim or dispute in connection with the Agreement must be resolved exclusively by a state or federal court located in New York County, New York, and each Party hereby irrevocably waives any objection thereto. The Agreement and the MAFs may not be transferred or assigned by either Party, in whole or in part, without the express prior written consent of the other Party, except that either Party shall have the right to transfer or assign the Agreement, together with all MAFs, to (i) a parent or subsidiary, (ii) an acquirer of all or a majority of such Party’s stock, membership interests or equivalent equity interests, or all or substantially all of such Party’s assets, or (iii) a successor by merger. Any attempted assignment or transfer in violation of these provisions shall be void ab initio. The Agreement (including these Terms and relevant MAF(s)) may not be modified except in a writing signed by both Parties. With respect to each MAF under which Client is acting as an agent for an Advertiser, Client shall be responsible and liable for such Advertiser’s acts and omissions with respect to such MAF and the Agreement in relation to such MAF. Talon may use Client’s and its Advertisers’ (if applicable) name(s), logo(s), trademark(s) and reasonable examples of Client’s and its Advertisers’ (if applicable) Campaigns on Talon’s client lists, promotional and marketing materials, industry award submissions and case studies, including, without limitation, on Talon’s website. There are no third-party beneficiaries to the Agreement, other than the third parties expressly entitled to indemnification under Section 13, with respect to Section 13. The failure of either Party to enforce at any time any of the provisions or terms of the Agreement shall in no way be considered to be a waiver of such provisions. If any provision of the Agreement is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall, to the extent required, be deemed to be revised to be valid, legal and enforceable to achieve the original intent of such provision to the maximum extent possible, or, if such no such revision is possible, deleted, and the remaining provisions shall continue in full force and effect to the maximum extent possible so as to give effect to the intent of the Parties. The Agreement may be executed in counterparts, each of which will constitute an original and all of which together shall constitute one instrument. Electronic signatures are acceptable and binding under the Agreement.