Digital Advertising Agreement

DIGITAL ADVERTISING AGREEMENT​

This Digital Advertising Agreement ("Agreement") is entered into by and between the following parties:

• The Location
  Address: [Insert Address]
  (hereinafter referred to as "The Location")
  
  

• Clandestine Entertainment
  (hereinafter referred to as "Clandestine")
  
  

Each of the parties listed above may also be referred to individually as "Party" and collectively as the "Parties."

RECITALS

WHEREAS, The Location owns or operates [ describe property, venue, or digital platform ] ("Property"),
WHEREAS, Clandestine Entertainment is an entertainment company engaged in providing digital advertising services ("Promote Products")

THEREFORE, the Parties hereby agree to the following terms and conditions for the purpose of Clandestine promoting products through digital advertising services:

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1. Scope of Services

Clandestine shall obtain The Location's permission to Promote the Products of Clandestine on the Property owned or operated by The Location. The services may include, but are not limited to, the following:

Clandestine

• Digital Signage installation, maintenance, and removal

• Sponsored Content via Video Advertising
  
  

The Location

•  Shall allow Clandestine to place video advertising and content across Digital Signage(s).
  
  

2. Term of Agreement

This Agreement shall be effective as of the date signed with notarization by all parties and shall continue until terminated by any party.

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3. Advertising Rates and Payment

The Parties agree to the following compensation terms:

Clandestine

• • • Fee of 66.63% per Video Advertising(s) with 100% of each Digital Signage(s) installation and removal cost.

    • Payment shall be made by Customers to Clandestine according to the following schedule: 1st of each month.
      
      

The Location 

• • • Fee of 33.37%** of the revenue generated from the advertising campaign(s) placed on the Property.

**The percentage will be 25% if The Location does not provide Internet access or does not allow access to the Digital Signage remotely.
**Some locations may choose to runs other "frequent" Ads (such as arcade leaderboards, trivia, karaoke, etc) and will receive less revenue.​

• Payment shall be made by Clandestine to The Location according to the following schedule: 7th of each month.

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• All customer payments are due the 1st of each month and are to be made to Clandestine designated SQUARE account or as otherwise agreed upon by the Parties.
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4. Responsibilities of the Parties

The Location 

• • • • Agrees to provide the necessary space and to inform Clandestine if the Digital Signage(s) or Video Advertising are not working. The Location agrees to provide minimal support such as powering on the digital signage each morning of the opening of the business. The Location reserves the right to terminate and/or have removed any Ad that is displayed on their property for any reason..

Clandestine 

• • • • Agrees to find, develop, execute and promote the advertising campaigns locations according to the terms of this Agreement. Clandestine also agrees to support either through 1st party or 3rd parties, remotely or physically, the digital signage hardware/software. They also agree to provide the necessary creative materials (videos Ads) if the customer orders the necessary package(s). Clandestine will install and maintain advertising hardware (Digital Signage) for The Location in a timely manner to ensure the successful execution of the advertising campaign. They also agree to make four 30 seconds Basic Ads for The Location. Clandestine shall also provide all known performance/metrics to The Location upon request.​
        
        

5. Intellectual Property

Each Party retains ownership of its respective intellectual property, including trademarks, logos, and other brand assets. The Location grants Clandestine Entertainment a non-exclusive, non-transferable license to use the trademarks and logos of The Location solely for the purpose of executing the advertising campaigns outlined in this Agreement.


6. Confidentiality

The Parties agree to keep all information related to this Agreement, including financial information, proprietary data, and marketing strategies, confidential unless disclosure is required by law or with the prior written consent of the disclosing Party.
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7. Termination

This Agreement may be terminated early by any Party under the following conditions:​

For Cause: If any Party breaches a material provision of this Agreement, the non-breaching Party may terminate the Agreement upon written notice to the breaching Party, allowing 5 days to cure the breach.

Without Cause: Any Party may terminate this Agreement without cause by providing 14 days’ written notice to the other Parties.​

Upon termination, any outstanding payments due to Clandestine Entertainment or The Location must be settled within 14 days.​

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8. Indemnification

Each Party agrees to indemnify and hold harmless the other Parties from any claims, liabilities, losses, or damages arising from a breach of this Agreement or the use of any intellectual property, including any infringement claims.
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9. Limitation of Liability

Under no circumstances shall any Party be liable for indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement.
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10. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the state of Oregon without regard to its conflicts of laws principles. Any disputes arising from this Agreement shall be resolved through arbitration in the state of Oregon.
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11. Entire Agreement

This Agreement constitutes the entire understanding among the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, agreements, or understandings, whether oral or written, relating to the subject matter.​

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12. Amendments

This Agreement may only be amended or modified by a written document signed by all Parties.

IN WITNESS WHEREOF, the Parties hereto have executed this Digital Advertising Agreement as of the date written below:

For The Location
Signature: _______________________
Name: ___________________________
Title: ____________________________
Date: ____________________________

For Clandestine Entertainment
Signature: _______________________
Name: ___________________________
Title: ____________________________
Date: ____________________________

NOTARY ACKNOWLEDGMENT

State of _________________ County of _________________

This record was acknowledged before me on date _______ by 

___________________   ___________________   ___________________

Signature of Notarial Officer ______________________

Title of Office ______________________

My commission expires: _______

This certificate is attached to page ____ of a DIGITAL ADVERTISING AGREEMENT, dated _____________, consisting of _______ pages.