Insertion Order Terms and Conditions 2023

These terms and conditions (“Terms and Conditions”) are supplemental to any advertising purchase form(s) (each, an "Insertion Order") submitted by or on behalf of an Advertiser (the "Advertiser") to Spectrio LLC ("Spectrio") for the placement of Advertiser's promotional campaigns within the Spectrio's advertising inventory. These Terms and Conditions set forth the terms and conditions under which the Spectrio will provide advertising space to the Advertiser in fulfillment of each Insertion Order. The term "Agreement" shall refer to these Terms and Conditions and each Insertion Order accepted by the Spectrio.

1. Insertion Order. No Insertion Order will be binding upon Spectrio unless accepted in writing by Spectrio. This Agreement does not require Spectrio to accept any individual Insertion Order submitted by or on behalf of Advertiser. If Advertiser has not accepted these Terms and Conditions in writing, Spectrio may cancel the Insertion Order without liability.
2. Payment Terms. The Insertion Order must be paid within 14 days of receipt of invoice. If Advertiser fails to make any payment due hereunder, Advertiser will be responsible for all reasonable expenses (including attorneys' fees) incurred by Spectrio in collecting such amounts. Advertiser shall be responsible for all applicable taxes (other than those on Spectrio’s net income). If an agent is entering into this Agreement on behalf of Advertiser, the agent and Advertiser shall be jointly and severally responsible for all obligations and amounts owing hereunder. Any payment obligation that exists as of the termination or expiration of this Agreement will remain in effect. Spectrio or network operator reserves the right to suspend any advertising or services if invoice is 60 days or more past due.
3. Provision of Advertising Materials. Advertiser will provide all necessary materials for the advertisements (“Advertisement”) in accordance with Spectrio’s policies in effect from time to time, including without limitation the manner of transmission to Spectrio and the lead-time prior to publication of the advertisement. All contents of advertisements are subject to Spectrio’s approval. Spectrio shall not be required to publish any advertisement that is not received in accordance with such policies. Advertiser hereby grants to the Spectrio a non-exclusive, worldwide, fully paid license to use, reproduce and display the advertisement (and the content, trademarks and brand features contained therein) in accordance with this Agreement.
4. LIMITATION OF LIABILITY. IN NO EVENT WILL ANY PARTY BE LIABLE FOR ANY PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFIT OR REVENUE IN ANY ACTION ARISING FROM OR RELATED TO THESE TERMS AND CONDITIONS AND ANY INSERTION ORDER IN EFFECT. IN NO EVENT WILL SPECTRIO’S LIABILITY FOR MONETARY DAMAGES OF ANY KIND UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY ADVERTISER TO SPECTRIO OVER THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE ACTION.
5. In the event that Spectrio or network operator does not publish an advertisement in accordance with the schedule provided in an accepted Insertion Order, the sole liability of Spectrio to Advertiser shall be limited to placement of the advertisement at a later time in
   Insertion Order Terms and Conditions 2023 a comparable position for undelivered advertisements. In the event of any under-delivery Spectrio will make every attempt to add in additional display units within the contracted flight. Spectrio reserves the right to utilize additional display units as required.
6. Representations and Warranties. Each party to this Agreement represents and warrants to the other party that (i) such party has all necessary right, power and authority to enter into this Agreement and to perform the acts required of it hereunder, and (ii) the entry into this Agreement by such party, and the performance by such party of its obligations and duties hereunder, do not and will not violate any agreement of such party or by which such party is bound. If Advertiser is represented by an agent in connection with this Agreement, Advertiser and the agent each represent and warrant that the agent has full authority to act on Advertiser's behalf and to bind Advertiser to this Agreement. Advertiser represents and warrants to Spectrio that each advertisement (i) is Advertiser's and/or the agent's own original work; (ii) does not infringe any intellectual property, confidentiality, publicity or privacy rights of any third party; (iii) is not defamatory; (iv) is not lewd, pornographic or obscene; and (v) is in compliance with all applicable laws and does not violate any laws regarding unfair competition, antidiscrimination or false advertising. DUE TO THE INHERENT UNRELIABILITY OF COMMUNICATIONS NETWORKS, SPECTRIO WILL HAVE NO LIABILITY TO ADVERTISER OR ANY THIRD PARTY FOR ANY INTERRUPTION OF THE SPECTRIO SERVICES CAUSED BY EQUIPMENT FAILURE, NETWORK INTERRUPTION, OR ANY OTHER CAUSE BEYOND THE REASONABLE CONTROL OF SPECTRIO. THE SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NO WARRANTIES, CONDITIONS, GUARANTEES, OR REPRESENTATIONS (AS USED HEREIN, “WARRANTIES”) ARE MADE AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, TITLE, USAGE OF TRADE, OR COURSE OF PERFORMANCE OR OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, IN LAW OR IN FACT, ORAL OR IN WRITING. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY ACKNOWLEDGES AND AGREES THAT THE OTHER HAS NOT MADE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.
7. Indemnity. Advertiser agrees to indemnify and hold harmless Spectrio and its affiliates and their respective employees, officers, directors, members, and agents, from and against all loss, liability, and expense, including attorneys' fees, suffered or incurred by reason of any claims, proceedings, or suites based on or arising out of (i) the use or publication of the Advertisement, including but not limited to claims for copyright infringement or trademark infringement, unfair competition, defamation, violation of rights or publicity and/or privacy, or breach of contract; or (ii) any alleged breach or breach of the representations, warranties, or covenants of this Agreement by Advertiser and/or its agents.
8. Force Majeure. In the event a party is materially unable to perform any of its obligations under the Agreement because of natural disasters, pandemics, satellite failure, Acts of God, riots, wars, governmental action, network failure, electricity outage or any other event beyond the reasonable control of the party (excluding financial inability) (a “Force Majeure”), then such party will, upon written notice to the other party, be relieved from its performance of such obligations for the duration of such Force Majeure.
9. Relationship of the Parties. The sole relationship between the parties will be that of independent contractors. Nothing contained in the Agreement will be construed to constitute the parties as partners, joint ventures or agents of each other in any way whatsoever. No party will make any warranties or representations, or assume or create any obligations, on another party’s behalf except as may be expressly permitted hereby. Each party will be solely responsible for the actions of its respective employees, agents, and representatives.
10. Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity of any other provision of this Agreement, and in the event that any provision is determined to be invalid or otherwise illegal, this Agreement will remain in effect and will be construed in accordance with its terms as if the invalid or illegal provision were not contained herein, provided that the parties will negotiate in good faith an equitable adjustment to this Agreement so as to give effect to the intent so expressed and the benefits so provided.
11. Entire Agreement. This Agreement (including any Insertion Order) constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements. If there is any apparent conflict or inconsistency between these Terms and Conditions and any Insertion Order, these Terms and Conditions shall control unless Spectrio expressly agrees otherwise in writing, regardless of any statement to the contrary in such Insertion Order. This Agreement may not be amended or superseded except in writing signed by both parties which specifically references the amendment or supersession of these Terms and Conditions.
12. Applicable Law. This Agreement will be construed in accordance with and governed by the laws of the State of Florida, without regard to principles of conflicts of law.
13. No Assignment. Advertiser may not resell, assign or transfer any of its rights hereunder. Any attempt to resell, assign or transfer such rights without the Spectrio’s prior written consent shall be null and void.