BOOKABILLBOARD.COM TERMS OF USE

Thank you for choosing Bookabillboard.com, a service provided by Mercurus Media Trading LLC (“Mercurus”). Bookabillboard brings together buyers and sellers of out-of-home advertising via online trading platform. Think of us as an industry matchmaker. Your access to and use of Bookabillboard.com (the “Site”) and the services available thereon (the “Services”) are subject to the following Terms of Use (the “Terms”), as may be updated by Mercurus from time to time in its sole discretion without further notice to you, except where otherwise indicated. The latest version of the Terms is always available for your review at [URL]. References to “us”, “we”, “Bookabillboard.com” and “Mercurus” as used herein means Mercurus Media Trading LLC. References to “you” in these Terms mean you, your duly authorized representatives and the entity you represent.

Binding Agreement

BY ACCEPTING THESE TERMS AND ACCESSING THE SITE, REGISTERING ON THE SITE, USING THE SITE OR SERVICES, OR USING THE SERVICES IN ANY MANNER, YOU (ON BEHALF OF YOURSELF AND THE BUSINESS YOU REPRESENT) ARE ENTERING INTO A BINDING AGREEMENT WITH MERCURUS AND AGREE TO BE BOUND BY ALL THESE TERMS, AND ALL POLICIES AND CONDITIONS OF USE WHICH ARE INCORPORATED HEREIN BY REFERENCE.

Where additional rules or regulations are applicable, you will be notified and be required to agree to such additional terms, rules and regulations prior to your use of such services. For example, when conducting transactions via Bookabillboard.com, a seller will have to agree to the terms of the Bookabillboard Seller Agreement. Also, in some circumstances Mercurus may offer services, data or analytics that are subject to terms of use that are different from these Terms. In such cases, you will be prompted to accept such terms of use prior to your use of such services.

The Bookabillboard.com Services

The Site and the Services allow media owners to sell media inventory in a competitive auction environment, and media buyers to view and bid on comparable media inventory based on quantitative factors such as price, size, and location. You understand and agree that as part of your use of the Services, you may in certain circumstances receive communications from Mercurus, including without limitation in response to a research inquiry, to verify the accuracy of listings, to validate the legitimacy of bids, to confirm a purchase or sale or with respect to order fulfillment, and that these communications form an essential part of your use of the Services from which you cannot opt out. In all cases, you acknowledge and agree that the Services are provided to you "AS-IS" and that Mercurus assumes no responsibility for the accuracy or timeliness of any information displayed on the Site or provided to you through the Services or with respect to the fulfillment of orders or agreements made through the Services (for more information on User to User relationships, see Paragraph 4 below).

Registration with Bookabillboard.com

Buyers and Sellers are required to register with Bookabillboard.com in the appropriate user category. Upon acceptance of these Terms, selection of appropriate user category, and completion of the applicable additional agreement, prospective Users shall be registered users of Bookabillboard.com (each a “User” and collectively the “Users”).

Buyers.

Prospective Users seeking to register as buyers (each a “Buyer” and collectively the “Buyers”) must select a unique Username and complete the User account registration form available [here]. Buyer User registration is free. Upon registration, Bookabillboard.com Buyers can perform advanced searches of available inventory, place an unlimited number of bids and RFPs per month, and utilize the private User-to-User messaging system during the bidding process to communicate with offering sellers.

Sellers.

Prospective Users seeking to register as sellers (each a “Seller” and collectively the “Sellers”) must select a unique Username, complete the User account registration form available [here], and complete the Bookabillboard.com Seller Agreement. Upon registration, Bookabillboard.com Sellers can place unlimited inventory listings, display their profile in Bookabillboard.com Vendor Directory and utilize the private User-to-User messaging system during the bidding process to respond to Buyer bids and communicate with potential Buyers.

Upon User registration, and in consideration for access to Bookabillboard.com and the use of the Services, you represent and warrant that:
• all registration information provided by you is true, accurate, current and complete at the time of registration and you shall undertake to update all such information if at any time during your User registration term it becomes untrue or inaccurate;
• you are legally authorized to conduct your business, including conducting such activities as are contemplated by User registration and use of the Services in whatever manner so used;
• you will use the Services for the sole and exclusive purpose of buying and/or selling out-of-home advertising signage, and completing transactions made through the Site on your own behalf, or on behalf of your clients;
• you shall at all times act in good faith with regard to posting bids or offers, or otherwise transacting business on or through the Site;
• you shall at all times use best commercial efforts to consummate transactions once executed through the Site; and
• you shall at all times refrain from:
- manipulating prices or otherwise placing bids or offers on the Site without the intent to consummate a final agreement, including, without limitation, “shill bidding”; or
- circumventing, manipulating or otherwise avoiding fees payable to us for use of the Site and the Services.
- If any of your representations and warranties with respect to (a) through (f) above is untrue, inaccurate, or incomplete, Bookabillboard.com may, in its sole discretion, revoke your User registration and prevent your use of the Services or invalidate any action taken with respect to your use of the Services, provided that Bookabillboard.com may also, notwithstanding a violation of such representations and warranties, hold you completely and totally liable for any actions taken with respect to your use of the Services.
- Bookabillboard.com reserves the right to refuse access to the Services to anyone at any time and for any reason in its sole discretion, including malicious or bad-faith use of the Site.
- You understand and agree that in the course of User registration, you will be asked to provide a secure password and log in information.
- You certify that you will only provide such secure password and log in information to those individuals associated with you that are duly authorized to act on your behalf with respect to the Services. You acknowledge and agree that you will be solely responsible for any and all activity of whatever nature conducted through the Services using such secure password and log in information. Bookabillboard.com will not be responsible for any loss, damage and/or unauthorized use of your secure password, log in information or related accounts.
- You agree to notify Bookabillboard.com immediately of any unauthorized use or your secure password, log in information or related accounts as soon as you become aware of any such unauthorized usage. In order to assist Bookabillboard.com in maintaining the security of all secure passwords, log in information and all related accounts and as further consideration for your use of the Services, you agree to properly log off of secure areas within www.bookabillboard.com at the end of each such usage.

Fees

Fees are determined based on both the number of completed transactions and the gross sale value of each completed transaction. A transaction shall be initiated upon the posting of a bid by the Buyer on the Site (each positing a “Transaction”). A Transaction shall be a “Completed Transaction” upon acceptance by a Seller of a posted bid by a Buyer.

4.1. Buyer Fees. Buyer registration and use of the services is free.

4.2. Seller Fees. Bookabillboard OOH Vendor directory. Vendor directory listing is free.

Marketplace Sellers may register and use the Site for an initial sixty day free trial from the initial date of registration. The free trial is not available if you or your company has previously registered as a Seller in the preceding twelve (12) month period. Upon the expiration of the free trial, Sellers shall be charged a 1.5% sales commission as a percentage of the gross sales amount (each a “Commission”) for each Completed Transaction.

User to User Relationships

Users are responsible for managing their business relationships (including but not limited to transaction conducted on or through Bookabillboard.com) with other Users. If a User chooses to no longer do business on the Site with another User, they are responsible for terminating the relevant relationships. As between the Users, unless the Users have a separately negotiated agreement in place, transactions entered into on the Site shall be subject to the terms and conditions of the Standard Outdoor Advertising Contract provided by Mercurus which may be viewed and located here [URL].

Privacy Policy

Certain information you provide on the Site, including without limitation the registration information, is subject to the terms of our Privacy Policy, as may be updated from time to time in our sole discretion, the latest version of which is available at [URL]. You understand and agree that your User registration and use of all or any portion of the Services constitutes acceptance of our collection and use (as provided for in the Privacy Policy) of all information, including the registration information that you provide to us.

Interstate Communications

You acknowledge and agree that your use of certain portions of the Services will result in interstate data transmissions.

Termination, Suspension or Modification of Services

You acknowledge and agree that Bookabillboard.com has the right at any time and in such frequency as it determines to suspend, discontinue, or terminate the Services, in whole or in part, with or without notice to you. You further acknowledge and agree that Bookabillboard.com shall not be liable to you or any third party for any such suspension, discontinuance, or termination of the Services for any reason.

Proprietary Rights and Acceptable Content

By using the Services, in whole or in part, you acknowledge and agree that the Services, any software necessarily used in connection therewith (collectively, the "Software") and any information or Content derived from any such usage constitutes confidential and proprietary information of Mercurus that is protected by applicable intellectual property and other laws. You also acknowledge and agree that content provided or made available to you by other third parties using the Services may be protected by trademarks, service marks, copyrights, patent rights or other proprietary rights and laws. Accordingly, you acknowledge and agree that you will not, unless expressly authorized in writing by Mercurus or the relevant third party provider of content, as applicable, rent, sell, loan, lease, modify, distribute, reverse engineer, or create derivative works based on the Services, the Software, or the content, either in part or in their entirety. Upon User registration, Mercurus shall grant you a personal, non-transferable, and non-exclusive right and license to use the Software for the sole purpose of using the Services for the purposes set for in this Agreement and any related agreements, provided (i) you do not copy, modify, reverse engineer, reverse assemble, create a derivative work from, or otherwise attempt, in any way, to discover any source code, sell, assign, sublicense, or otherwise transfer in any way rights in the Software, or allow any third party to do any of the foregoing, and/or (ii) your right to use the Services for which the Software has been made available to you has not been suspended or terminated by Mercurus, for any reason, in whole or in part. You agree not to modify the Software in any manner or form, or use any modified versions of the Software, for any purpose, including without limitation, unauthorized access to the Services. You agree that you will not access or attempt to access the Services by any means other than through the interface provided to you by Mercurus for such purposes of accessing the Services.

You represent and warrant at all times that you shall not place, post or otherwise transfer via the Bookabillboard.com, any Unacceptable Content. "Unacceptable Content" means content that: (1) is misrepresentative, defamatory, or libelous, (2) violates any applicable law or regulation, or (3) infringes or violates the patents, copyrights, trademarks, rights of publicity, rights of privacy, moral rights, music performance or other music-related rights, or any other right of any third party. Mercurus reserves the right to suspend or terminate access to the Services of any party that it believes, in its sole discretion, is violating the patent, copyright or trademark of others.

You further represent and warrant that you shall not re-use any of Mercurus' editorial content and graphics for any purpose whatsoever without Mercurus' prior written consent. All graphics and editorial content on www.bookabillboard.com and any related sites are protected by U.S. copyright, international treaties, and other applicable copyright laws.

Mercurus, Bookabillboard.com, and the Bookabillboard logo, are service marks or trademarks of Mercurus (collectively, the "Mercurus Marks"). You agree not to display or otherwise use in any manner the Mercurus Marks without Mercurus' prior written consent.

Hypertext Links to Third Party Websites

In the course of your use of the Services, you may be provided with hypertext links to other Internet web sites and/or resources over which Mercurus has no control, including without limitation with respect to the content of such other Internet web sites and/or resources. By using the Services, you acknowledge and agree that Mercurus is not responsible for any such Internet web sites and/or resources in any way, including without limitation, the content of such web sites and the availability of such web sites. Furthermore, you acknowledge and agree that Mercurus, by including such hypertext links in the Services, does not purport to endorse and is not in any way responsible or liable for any of the services, products, content, advertising or other materials appearing on or available through any such Internet web sites and/or resources, including without limitation any damages or losses resulting from or alleged to be resulting from or in connection with use of or reliance on any such services, products, content, advertising or other materials appearing on or available through any such Internet web sites and/or resources.

Warranties; Disclaimer

Nothing on the Site or any of the Services shall be deemed an offer or promise by Bookabillboard.com to buy, sell or otherwise provide a specific product, service or advertising space for a specific price or on any specified terms. You understand and agree that Bookabillboard.com is not involved in any transactions between individual Users or any User and any third-party (including, without limitation, Buyers and Sellers). As a result, we have no control over and make no warranty, representation or guarantee with respect to the quality, safety or legality of the advertising space, services or other products or listings contained on or offered through the Site, the truth or accuracy of information relating thereto, the ability or willingness of Sellers to consummate executed transactions, or the ability or willingness of Buyers to consummate executed transactions. Your interactions with organizations and/or individuals found on or through the Site, including, without limitation, payment, delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings are solely between you and such organizations and/or individuals. If there is a dispute between users on the Site, or between users on the Site and any third party, you understand and agree that Bookabillboard.com is under no obligation to become involved. Bookabillboard.com is in no way legally responsible, and you hereby release Bookabillboard.com, Mercurus, its officers, employees, agents and successors from any and all claims in law or equity, demands or actual, consequential, incidental, nominal, special or punitive damages of any type, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way connected with a claim, demand or dispute regarding User Transactions, the Services, the Site or any related transaction.

IT IS EXPRESSLY UNDERSTOOD AND AGREED BY YOU THAT:

THE SERVICES ARE PROVIDED SOLELY ON AN "AS-IS" AND "AS AVAILABLE" BASIS. YOUR USE OF THE SERVICES IS AT YOUR SOLE AND EXCLUSIVE RISK. MERCURUS AND ITS OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, PARTNERS, LICENSORS, PARENTS AND SUBSIDIARIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE OR COURSE OF DEALING.

MERCURUS AND ITS OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, PARTNERS, LICENSORS, PARENTS AND SUBSIDIARIES ARE NOT RESPONSIBLE FOR AND YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, ANY LOSS OF DATA AND ANY OTHER NEGATIVE CONSEQUENCES THAT MAY BE CAUSED BY YOUR USE OF THE SERVICES AND ANY MATERIALS ACCESSED, VIA DOWNLOAD OR OTHERWISE, FROM THE SERVICES.

ANY MATERIALS, INCLUDING WITHOUT LIMITATION INFORMATION, RECORDS, REPORTS, AND RESEARCH, ACCESSED, VIA DOWNLOAD OR OTHERWISE, THROUGH THE SERVICES ARE ACCESSED AT YOUR SOLE AND EXCLUSIVE RISK AND DISCRETION.
MERCURUS AND ITS OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, PARTNERS, LICENSORS, PARENTS, AND SUBSIDIARIES MAKE NO WARRANTY, EXPRESS OR IMPLIED, THAT (i) THE SERVICES, INCLUDING WITHOUT LIMITATION MATERIALS PROVIDED TO YOU THROUGH THE SERVICES (e.g., INFORMATION, RECORDS, REPORTS AND RESEARCH) WILL BE ERROR-FREE, ACCURATE, TIMELY, SECURE, RELIABLE OR UNINTERRUPTED, FREE FROM VIRUSES, BUGS, DEFECTS OR DEFICIENCIES (ii) THE SERVICES WILL MEET YOUR REQUIREMENTS, (iii) ANY TRANSACTIONS MADE THROUGH YOUR USE OF THE SERVICES WILL BE COMPLETED IN A TIMELY MANNER, IN WHOLE OR IN PART, OR AT ALL, WILL CONFORM TO THE SPECIFICATIONS SET FORTH IN ANY LISTING, IN WHOLE OR IN PART, OR WILL OTHERWISE MEET YOUR EXPECTATIONS, (iv) THE INVENTORY PURCHASED AND/OR THE TRANSACTIONS MADE THROUGH YOUR USE OF THE SERVICES WILL YIELD ANY PARTICULAR RESULTS FOR YOU, AND (v) ANY ERRORS IN THE SERVICES AND/OR THE SOFTWARE WILL BE CORRECTED. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, IN THE EVENT A SUBSEQUENT AGREEMENT ENTERED INTO IN CONNECTION WITH YOUR USE OF THE SERVICES PROVIDES FOR WARRANTIES CONTRADICTED BY THIS SECTION, THE WARRANTIES SET FORTH IN SUCH SUBSEQUENT AGREEMENT WILL CONTROL AND SUPERSEDE THIS SUBSECTION WITH RESPECT TO SUCH PARTICULAR SERVICES.

NO INFORMATION, ADVICE, OR INSTRUCTION, REGARDLESS OF FORM OF COMMUNICATION, PROVIDED TO YOU FROM MERCURUS, WHETHER THROUGH USE OF THE SERVICES OR FROM MERCURUS' OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, PARTNERS, LICENSORS, PARENTS AND SUBSIDIARIES, WILL CREATE ANY WARRANTY OTHER THAN THOSE EXPRESSLY SET FORTH IN THESE TERMS.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT MERCURUS AND ITS OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, PARTNERS, LICENSORS, PARENTS AND SUBSIDIARIES SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES, (II) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR ACCOUNT, TRANSMISSIONS AND/OR DATA, (III) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION AND/OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES, (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY USING OR MADE AVAILABLE ON OR THROUGH THE SERVICES, AND/OR (V) ANY OTHER MATTERS RELATING TO THE SERVICES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS SECTION 11, IN THE EVENT A SUBSEQUENT AGREEMENT ENTERED INTO IN CONNECTION WITH YOUR USE OF THE SERVICES PROVIDES FOR TERMS WITH RESPECT TO LIMITATION OF LIABILITY THAT IS CONTRADICTED BY THIS SECTION 11, THE TERMS WITH RESPECT TO LIMITATION OF LIABILITY SET FORTH IN SUCH SUBSEQUENT AGREEMENT WILL CONTROL AND SUPERSEDE THIS SECTION 11 WITH RESPECT TO SUCH PARTICULAR SERVICES.
FURTHER NOTWITHSTANDING THE FOREGOING, SOME OF THE FOREGOING EXCLUSIONS OF CERTAIN WARRANTIES AND/OR THE LIMITATION AND/OR EXCLUSION OF WARRANTIES MAY NOT APPLY TO YOU, SINCE SOME JURISDICTIONS DO NOT ALLOW IT.

Taxes.

You agree that you are solely responsible for determining, collecting, reporting, and remitting all applicable Taxes to the appropriate tax authority. “Taxes” means any and all sales, goods and services, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale by you on or through the Site, or otherwise in connection with any action, inaction or omission of you or any of affiliate of yours, or any of your or their respective employees, agents, contractors or representatives.

Indemnity

You agree, as additional consideration for your use of the Services, to fully indemnify and hold harmless Bookabillboard.com, Mercurus and its officers, employees, agents, affiliates, partners, licensors, parents and subsidiaries from and against any demand or claim, including reasonable attorneys' fees, made by any third party due to or arising out your use of the Services, your connection to the Services, your violations of the Terms, any content you submit, post, transmit or otherwise make available through the Services, or your violation of any rights of another.

General Provisions

There shall be no third-party beneficiaries to your agreement with us pursuant to these Terms, except as may otherwise be expressly provided for herein.

These Terms, along with the applicable Bookabillboard.com Seller Agreement, constitute the entire agreement between you and us and govern your use of the Services, superseding any prior agreements between you and us with respect to the Services. In certain circumstances, you may also be subject to additional terms and conditions applicable to Buyers and Sellers.

These Terms, the Privacy Policy and such subsequent agreements as may be entered into by you in connection with the use of certain portions of the Services and your use of the Services in general shall be governed by the laws of the State of New York without regard to any of its provisions regarding conflict of law. By using the Services, You agree to submit to the exclusive and personal jurisdiction of the courts located within the county of New York, New York.

Any notices we may provide to you, including those with respect to a change of these Terms, may be made to you by postings on the Services or by e-mail or by regular mail. Any notices required by you hereunder shall be sent to [ADDRESS].

If any clause or provision in these Terms, the Bookabillboard.com Seller Agreement or the Privacy Policy or such subsequent agreements as may be entered into by you in connection with the use of certain portions of the Services and incorporated herein by reference is determined to be invalid or unenforceable by a court of competent jurisdiction or by operation of any applicable law, it will not affect the validity of any other clause or provision these Terms, or the Privacy Policy or such subsequent agreements as may be entered into by you in connection with the use of certain portions of the Services and incorporated herein by reference, which will remain in full force and effect; provided, however, that a court having jurisdiction may revise such provision to the extent necessary to make such provision valid and enforceable consistent with the intention of the parties.

The failure by us to exercise or enforce any of the terms or conditions of these Terms, or the Privacy Policy or such subsequent agreements as may be entered into by you in connection with the use of certain portions of the Services and incorporated herein by reference shall not constitute a waiver of our rights hereunder to enforce each and every term and condition of these Terms, or the Privacy Policy or such subsequent agreements as may be entered into by you in connection with the use of certain portions of the Services and incorporated herein by reference.
You may not assign any of your rights or responsibilities hereunder without first receiving our prior written consent.
The section headings contained in these Terms are solely for the purpose of reference and will not in any way affect the meaning or interpretation of these Terms.

You represent and warrant that by accepting these Terms and/or using the Services in any way, that you are not breaching any duty or obligation to any third-party and that the person executing this Agreement on behalf of it is the duly authorized representative of such party and authorized to bind it to the terms of this Agreement.