Adspot Buyer (Advertiser) Agreement

This Buyer Agreement supplements and is incorporated into the Marketplace Terms of Service (the "Terms"). Capitalized terms not defined here have the meaning given in the Terms. This Agreement applies to any Company Account of kind advertiser ("Buyer," "you") that requests or books advertising space on the Adspot Marketplace, operated by Abalon LLC ("Adspot").

You represent and warrant that:

1. you have authority to submit campaign requests and bind your company to the resulting Bookings;
2. the campaign dates, creative, dimensions, approvals and placement instructions you submit are accurate and lawful;
3. you own or hold all necessary rights, licenses and consents (including copyright, trademark, image, music, personal-likeness and endorsement rights) for any creative you submit, and can substantiate any factual or comparative claim the creative makes;
4. your campaign complies with applicable advertising, consumer-protection, fair-housing, nondiscrimination, sanctions and local zoning law.

During this soft-launch phase, campaigns in the following categories are not permitted on the Marketplace pending counsel's review of a category-specific compliance schedule: alcohol, tobacco, cannabis, firearms, adult content, political advertising, and advertising for financial, health/pharmaceutical, housing or employment offerings subject to special substantiation or disclosure rules. Gambling advertising is restricted by default. It is permitted only on a Listing that the Supplier has unlocked for gambling advertising, and only where the campaign complies with the state and local rules, disclosures and responsible-gaming notices that apply where it runs. Adspot may require additional information or disclosures before a gambling campaign is booked. Adspot or the Supplier may reject, pause or remove any content that violates this Section, applicable law, Marketplace policy, a listed space's permits, or the Booking Confirmation, and will use commercially reasonable efforts to notify you of the reason.

You submit a campaign request against a published Listing for specific dates; Adspot's server calculates the authoritative quote, which is valid for 30 minutes. If the Supplier accepts, the Booking becomes accepted and you proceed to payment; if the Supplier declines, the Booking is rejected and the dates remain available to others. You or the Supplier may cancel a Booking that is still requested or accepted; once a Booking reaches payment_pending or later, changes are handled under Section 6. After payment, you submit creative for the campaign (creative_received); the Supplier then submits proof of display (evidence_received) before the Booking is marked settled. Cancellation windows, creative-submission deadlines, revision limits, and any make-good or outage terms specific to a campaign are stated on the Booking Confirmation for that Booking and control over this Section where they conflict.

Your checkout total is the discounted media subtotal (the Listing's published price after any active, verified client discount you are entitled to) plus Adspot's Platform Fee (4.5% of the discounted media subtotal, the rate shown at checkout) plus applicable tax. Payment is collected through a PayPal-hosted checkout; Adspot does not receive or store your payment card numbers. A Booking is not paid, reserved or guaranteed until Adspot's records show a verified, completed capture matching the server-calculated total. Of the discounted media subtotal you pay, the Supplier receives 95% and Adspot retains 5% as its marketplace margin; the Platform Fee and tax are separate from that split and are not owed to the Supplier.

A cancellation, refund, make-good or outage request outside a Booking's stated terms must be submitted in writing to Adspot support with the Booking ID, and will be reviewed under Section 10 of the Terms, consistent with PayPal's own dispute and chargeback process where payment was collected through PayPal. Adspot does not guarantee a specific refund or make-good outcome; it will document the basis for its decision.

Section 5 of the Terms (acceptable use and content license) applies to creative and other content you submit. Removal or rejection of content under Section 3 above does not, by itself, entitle you to a refund unless the applicable Booking Confirmation or Section 10 of the Terms provides otherwise.

You will defend, indemnify and hold Adspot and the applicable Supplier harmless from third-party claims, losses and reasonable expenses (including attorneys' fees) arising from: (a) your campaign creative or claims; (b) infringement of a third party's intellectual-property or publicity rights by your submitted content; (c) your regulated-industry compliance failures; (d) your lack of authority to bind your company; or (e) your breach of this Agreement. This is in addition to, and does not limit, Section 15 of the Terms.

Section 12 of the Terms (confidentiality) applies to this Agreement, including Supplier pricing and space information you receive through a Booking.

This Agreement is effective for as long as you maintain a Company Account of kind advertiser and continues as to any Booking already requested or later until that Booking reaches a terminal state (settled, rejected or cancelled). Section 16 of the Terms governs suspension and termination of your Company Account.

This Agreement is governed by Section 17 of the Terms (Florida governing law; informal resolution and arbitration in Miami-Dade County, Florida).

This Agreement, the Terms and the Privacy Notice are the entire agreement between you and Adspot regarding your participation as a Buyer and supersede prior discussions on that subject.