We may market our static and digital inventory as individual units and as parts of networks, packages, vehicles, stations, shelters, and other bundles and combinations to meet the varying needs of our advertisers. The specific displays available to display advertising copy within any such grouping may vary over time as new displays are installed and existing displays are disabled or removed for maintenance.

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

In order to ensure the timely commencement of your campaign, you must furnish all static advertising copy in the form and format required by OUTFRONT 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. However, for showing based programs, which include static advertising installed on subway railcars and other rolling stock, OUTFRONT commits to posting at least 85% of the program within five working days of the commencement date, with the remaining 15% to be posted within a reasonable time thereafter. A service charge payable in advance at OUTFRONT’s current rates will apply for installations on walls and for any changes to advertising material or copy after initial placement or posting. OUTFRONT 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.

Where illuminated displays are provided, illumination will be from dusk to midnight unless we specify otherwise for a specific display.

Advertising copy for digital displays must be provided in the file, format and digital encoding standards required by OUTFRONT 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, OUTFRONT 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. OUTFRONT 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, vehicles, or locations amounts to at least 92.5% of the total agreed display time, OUTFRONT 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.

OUTFRONT’s minimum display time commitment is subject to the following additional details and exceptions:

• Emergency Messaging: OUTFRONT 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.
  
  

• Dominations and Takeovers: From time-to-time OUTFRONT 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. OUTFRONT 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.
  
  
• 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 OUTFRONT’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.
  
  

For advertising campaigns where OUTFRONT 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, Non-Guaranteed, Preemptible, or Space Available basis as indicated in the contract:

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

• Where your contract states that impressions are Non-Guaranteed, OUTFRONT 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.
  
  
• Where your contract states that impressions are Preemptible, OUTFRONT 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.
  
  
• Where your contract states that impressions are Space Available, OUTFRONT 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, vehicles, or locations amounts to at least 95% of the total agreed number of impressions, OUTFRONT 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 OUTFRONT’s proof-of-performance mechanisms combined with OUTFRONT’s audience data, which may include statistically determined historical counts, forecasts or other sources and methodologies determined by OUTFRONT in our sole discretion. OUTFRONT’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.

If OUTFRONT is unable to secure or loses the right to use any advertising location, a location becomes obstructed, destroyed or defaced, OUTFRONT fails to display digital copy for the required minimum display time, OUTFRONT fails to deliver the minimum number of Guaranteed impressions, or if OUTFRONT 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.

The character, design, text and illustrations on advertising copy and the material used are subject to approval by OUTFRONT 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.

If your impression-based contract specifies target audiences for a campaign, OUTFRONT 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, OUTFRONT 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 OUTFRONT.