1. How These Specifications Apply to Your Campaign

This page provides additional detail, terms, and conditions for Joltzly Technology LLC (“JOLTZLY”, “we” or us”) out-of-home advertising inventory and packages and our standards for posting and delivery of advertising copy on Joltzly advertising displays. These specifications apply across all advertising campaigns and contracts between JOLTZLY, its advertisers and their advertising agencies, buying services, and other agents and licensees. If applicable to your campaign, these specifications constitute JOLTZLY’s Policies for purposes of the IAB Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less or any variant of those terms.

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2. How JOLTZLY Sells Digital-Out-of-Home Inventory‍

‍We may offer our static and digital inventory as individual units and as components of networks, packages, stations, venues, and other bundles and combinations the diverse needs of our advertisers. The particular displays available to display advertising copy within any such grouping may change over time as new displays are added and existing displays are taken offline or removed for maintenance.

For a given campaign, JOLTZLY may distribute advertising copy among the displays within any purchased grouping in its discretion and may make reasonable substitutions among displays, stations, and venues based on availability. Unless otherwise expressly agreed in the applicable contract, advertiser requests for display of copy on particular locations within a network or package may not exceed 20% of the total number of locations purchased.

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3. JOLTZLY'S Posting Standard for Digital Advertising

‍Advertising copy for digital displays must be provided in the file, format and digital encoding standards required by JOLTZLY at least ten working days before the estimated start date of your campaign. Failure to provide digital copy with the correct aspect ratio, resolution, format, or encoding may result in delays in posting and additional processing fees.

To account for scheduled maintenance, downtime, outages, and other disruptions to digital displays, JOLTZLY will be deemed to have met its obligations to an advertiser by displaying advertising copy for at least 92.5% of the display time set forth in the applicable advertising contract, subject to the exceptions described below. JOLTZLY is not obligated to display digital copy for more than 92.5% of the aggregate agreed display time. For purposes of determining this minimum display time has been met, so long as the total actual aggregate display time across the agreed displays, stations, or locations amounts to at least 92.5% of the total agreed display time, JOLTZLY will have met its obligation and no reimbursement, credit or equitable remedy will apply. Unless otherwise agreed in the applicable contract, a spot on a digital display means the display of advertising copy for the purchased time increment (e.g., 8 or 15 seconds) within a rotating content loop on a single digital display during the purchased campaign duration.

JOLTZLY's minimum display time commitment is subject to the following additional details and exceptions:

3.1. Emergency Messaging: JOLTZLY may at any time preempt the display of copy in order to utilize its digital displays for Amber Alerts, emergency messages, and other public service messages. Preemptions for these messages do not constitute downtime for purposes of determining whether the 92.5% minimum display time has been met and no reimbursement, credit or equitable remedy will apply.

3.2. Dominations and Takeovers: From time-to-time JOLTZLY may preempt scheduled advertising copy in order to accommodate a brand domination or takeover – for example, in the case of a transit station brand domination requiring all displays within a station to simultaneously display coordinated content for a single advertiser for some period of time. JOLTZLY will try to mitigate the need for preemption of advertising copy for such dominations or takeovers. However, if scheduled advertising copy is preempted for a brand domination or takeover, the period for which the advertising copy was preempted will constitute downtime for purposes of determining whether the 92.5% minimum display time has been met.

3.3. Landlord, Agency and Municipal Messages: All purchased advertising on digital displays is subject to and net of obligations to the relevant landlord, municipality, transit agency or other governmental authority (e.g., minimum display time commitments for municipal, agency and other non-emergency public service messages). If scheduled advertising is preempted in connection with JOLTZLY's compliance with these obligations, no reimbursement, credit or equitable remedy will apply to the extent the obligations were disclosed in advance of the campaign start date. If the obligation was not disclosed in advance, the period for which the advertising copy was preempted will constitute downtime for purposes of determining whether the 92.5% minimum display time has been met.

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4. JOLTZLY's Posting Standards for Static Advertising

In order to ensure the timely commencement of your campaign, you must furnish all static advertising copy in the form and format required by JOLTZLY with sufficient overage copy and posting instructions at least ten working days before the estimated start date of your campaign. If static advertising copy is timely and properly provided as required and is not rejected, the copy will be posted within five working days of the commencement date for the campaign. A service charge payable in advance at JOLTZLY's current rates will apply for any changes to advertising material or copy after initial placement or posting. JOLTZLY will use commercially reasonable efforts to maintain displays in good condition to the extent of matters reasonably within our control. However, should your copy be lost, stolen, damaged, defaced, or deteriorated for any reason, including ordinary wear and tear, you will be responsible for furnishing replacement copy at your expense.

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5. JOLTZLY's Posting Standards for Impression-Based Advertising

For advertising campaigns where JOLTZLY has expressly agreed to deliver based upon impressions (rather than delivering a specific display duration), the advertiser will pay for the actual number of impressions delivered at the stated cost per thousand impressions (CPM) on a Guaranteed, Preferred Non-Guaranteed, Non-Guaranteed, or Bonus basis as indicated in the contract:

1. Where your contract states that impressions are Guaranteed, JOLTZLY commits to deliver at least 95% of the agreed number of such impressions during the campaign, subject to the limited remedies below.

2. Where your contract states that impressions are Preferred Non-Guaranteed, JOLTZLY will target the delivery of the specified number of such impressions, but we do not guarantee that any minimum number of impressions will be delivered during the campaign.

3. Where your contract states that impressions are Non-Guaranteed or Preemptible, JOLTZLY will target the delivery of the specified number of impressions, but we do not guarantee that any minimum number of impressions will be delivered, and the campaign may be cancelled or preempted by other campaigns at any time.

4. Where your contract states that impressions are Bonus or Space Available, JOLTZLY may, in our sole discretion, deliver impressions as space is available on advertising displays, but we are under no obligation to do so and we do not guarantee any space on advertising displays is or will become available.

For purposes of determining whether an impression guarantee has been met, so long as the total number of impressions across the agreed displays, stations, or locations amounts to at least 95% of the total agreed number of impressions, JOLTZLY will have met its obligation, the advertiser will pay for the actual number of impressions delivered, and no reimbursement, credit or equitable remedy will apply. Unless otherwise stated in the contract, the advertiser will not be responsible for impressions delivered in excess of 105% of the specified number of impressions.

The number of impressions delivered will be determined solely by JOLTZLY's proof-of-performance mechanisms combined with JOLTZLY's audience data, which may include statistically determined historical counts, forecasts or other sources and methodologies determined by JOLTZLY in our sole discretion. JOLTZLY's statistical data and methodologies will be conclusive for purposes of calculating the number of impressions delivered by an instance of an advertisement rendering on an advertising display.

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6. What if JOLTZLY is Unable to Meet These Posting Standards?

If JOLTZLY is unable to secure or loses the right to use any advertising location, a location becomes obstructed, destroyed or defaced, JOLTZLY fails to display digital copy for the required minimum display time, JOLTZLY fails to deliver the minimum number of Guaranteed impressions, or if JOLTZLY fails to meet these standards or otherwise fails to deliver, that failure will not be deemed a breach or termination of the affected contract. However, we will make good on our delivery commitments to you by either (i) equitably extending the advertising period of the affected contract at the contracted location or a replacement location of equal value, (ii) issuing you a pro-rated credit for advertising services equivalent to amounts paid for the period for which copy was not displayed or the number of impressions paid for that were not delivered, as applicable, or (iii) terminating the impacted contract and reimbursing you for fees paid relating to the period and displays for which the copy was not displayed, in each case at our sole option and as your sole remedy for the failure, unless a different or more specific remedy is specified in your contract.

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7. Advertising Copy Approval and Restrictions

The character, design, text and illustrations on advertising copy and the material used are subject to approval by JOLTZLY and by the location owner, transit company/authority or third party controlling the location. Nudity, pornographic, profane, or obscene copy is prohibited, and other content-based restrictions may apply to specific locations or transit systems. It is the responsibility of each advertiser to ensure that its advertising copy complies with applicable laws, regulations, terms, conditions and approval requirements.

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8. Audience Data and Asset Ratings

If your impression-based contract specifies target audiences for a campaign, JOLTZLY will use available audience data to determine the allocation and timing of impressions among the advertising displays within the campaign in an effort to reach those audiences. However, JOLTZLY makes no commitments with respect to any audience data or regarding campaign reach or the audiences or other ratings of advertising assets, all of which are provided for informational and campaign planning purposes only, should not be relied upon for any other purpose, and do not create any obligation for JOLTZLY.

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9. Cannabis Advertising

All advertising campaigns that promote cannabis, cannabis derivative products, or cannabis-related services are subject to the following additional conditions:

1. Venue Approval Required. Cannabis-related advertising is subject to advance written approval by the venue owner, operator, or controlling authority. JOLTZLY makes no representation that any venue will approve cannabis-related advertising, and approval or rejection of such advertising is entirely at the discretion of the venue. JOLTZLY may reject cannabis-related advertising for any location where venue approval has not been obtained or where JOLTZLY determines such advertising may adversely affect venue relationships.

2. Your Commitment to Licensing and Legal Compliance. You represent, warrant, and agree that: (a) You are a duly licensed cannabis dispensary or vendor authorized to sell cannabis and cannabis-related products or services in full compliance with all applicable laws, regulations, and permit and licensing requirements in the jurisdiction(s) where you operate; (b) You will maintain all required licenses, permits, and authorizations for the duration of your contract; and (c) You will immediately notify JOLTZLY of any suspension, revocation, or material change to your licensing status.

3. Additional Copy Requirements for Cannabis. You further represent, warrant, and agree that all cannabis-related copy: (a) promotes only a business that meets the licensing and compliance requirements described above; (b) fully complies with all applicable state and local laws, regulations, and advertising guidelines governing the advertising and marketing of cannabis and cannabis-related products or services, including but not limited to restrictions on content, audience targeting, and any limitations on the number or location of digital displays or other media on which a cannabis dispensary or vendor authorized to sell cannabis or cannabis-related products or services may lawfully advertise; and (c) does not mislead consumers.

4. Our Discretion to Remove Copy. JOLTZLY may, in our sole discretion and without refund, credit, or liability, remove any copy if: (a) JOLTZLY determines that you have breached this Section 9; (b) JOLTZLY receives a complaint, notice, or inquiry from any regulatory authority, government official, or venue; (c) A venue requests or requires removal of cannabis-related advertising; or (d) JOLTZLY determines that adverse publicity, reputational harm or liability to JOLTZLY, venues, or third parties has or is likely to result from the display of your copy.

5. Indemnification for Cannabis-Related Copy. You agree to indemnify, defend, and hold harmless JOLTZLY, our venue partners, our affiliates, officers, directors, employees, and agents from and against any and all claims, penalties, fines, damages, liabilities, and costs (including reasonable attorneys' fees) arising out of or related to the display of cannabis-related copy. This obligation survives termination or expiration of your contract with us.

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10. Credit Card Payments

The invoicing and payment requirements for your campaign are described in your contract. If JOLTZLY accepts payment from you by ACH or credit card, we have the right, at our option, to either (i) require you to pay all amounts due or coming due under your contract on the date of the ACH or credit card payment or (ii) require you to set up recurring payments whereby your ACH or credit card is charged on each invoice date for the full invoice amount. To cover the cost of processing a credit card transaction, JOLTZLY imposes a credit card surcharge fee of 2.5% on the transaction amount. JOLTZLY will not impose a credit card surcharge fee on payments made by debit card, ACH, or for customers with credit card billing addresses in Connecticut, Maine, Massachusetts, or Puerto Rico. Customers with credit card billing addresses in Colorado and Illinois will incur a credit card surcharge fee of 2% and 1%, respectively.