Adspot Supplier Agreement

This Supplier 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 supplier ("Supplier," "you") that lists advertising space on the Adspot Marketplace, operated by Abalon LLC ("Adspot").

You represent and warrant that:

1. you own, lease, or are otherwise authorized to offer, book and permit the display of advertising on, each space you list;
2. you hold, and will maintain, all permits, licenses, zoning approvals and registrations required to install, operate and display advertising on each listed space in its jurisdiction;
3. you will maintain commercially reasonable general liability insurance appropriate to the type and location of advertising space you list, naming Adspot as an additional insured if Adspot reasonably requests it in writing; ;
4. the location, format, dimensions, pricing, availability and any restrictions you enter for a Listing are accurate and current, and you will update them promptly when they change;
5. you will provide safe access and installation conditions for any creative fulfillment at the listed space; and
6. your listings and their use will comply with applicable advertising, consumer-protection, fair-housing, nondiscrimination, sanctions and local zoning law.

Adspot may decline to publish, or may unpublish, any Listing that it reasonably believes is inaccurate, unsafe, infringing, unlawful, or inconsistent with this Agreement, and will use commercially reasonable efforts to notify you of the reason. Your Company Account and each Listing must be verified before the Listing is published or bookable; verification status may later move to suspended under Sections 3 and 16 of the Terms, which immediately restricts your ability to publish or accept new Bookings.

You must notify Adspot promptly (see Section 9) of: a change in ownership or authority over a listed space; a service outage or construction affecting a listed space; damage to a listed space; a change to a required permit or license; or any date range that becomes unavailable for reasons outside a Booking already recorded on the Marketplace.

Gambling-related advertising is restricted by default. A Listing may be offered for gambling-related advertising only where you have enabled that setting for that specific Listing, and only where you hold, and will keep, the licenses, approvals and disclosures required for that advertising in the jurisdiction where the Listing is located. Adspot may require additional information or disclosures before a gambling-related Booking is accepted.

You may accept only a requested Booking that has not expired and that you are able to fulfill for the stated dates. Accepting a Booking is an affirmative, individually logged act by an authorized administrator of your Company Account (owner or admin role) and constitutes your electronic acknowledgment that you have reviewed the Listing, dates, quote and the then-current Responsibility Document, and accept responsibility for lawful fulfillment of the Booking. Adspot records the accepted Responsibility Document's version, its SHA-256 hash, the accepting user and the acceptance timestamp; this is retained as the operative acceptance record. Accepting a Booking does not waive any non-waivable right.

Declining a request is a rejection, not a cancellation. If you decline a requested Booking, it moves to a terminal rejected state; it is not the same as a cancelled Booking, which reflects a withdrawal after acceptance by either party. A rejected or cancelled Booking releases the requested dates for other requests.

Once a Booking reaches paid, the Buyer submits creative for the campaign and the Booking moves to creative_received. You must then install, display or otherwise fulfill the campaign as booked and submit commercially reasonable evidence of display (e.g., photographic or equivalent proof) to move the Booking to evidence_received. You remain solely responsible for the physical operation of the listed space, including your employees, contractors, equipment, permits, taxes and site safety, for the duration of the campaign.

Adspot's marketplace margin on a Booking is 5% of the discounted media subtotal (the Listing's published price after any active, verified client discount); you receive the remaining 95% as your supplier net share. Adspot's Platform Fee, which is 4.5% of the discounted media subtotal and is charged to the Buyer, and any tax are not deducted from your net share. The commission split and your net amount are disclosed to you when you review a request and again when you accept it.

Your net share becomes eligible for payout only after: (a) Adspot's records show a verified, completed Buyer payment capture for the Booking; (b) you have accepted the resulting purchase order; (c) at least 72 hours have elapsed since that acceptance; and (d) you have an enabled PayPal recipient profile on file with Adspot. Payout is issued as a single idempotent USD batch payment per purchase order; a failed or incomplete payout attempt does not close out the purchase order, and Adspot will retry or escalate it consistent with its operational runbook. You are responsible for keeping your PayPal recipient profile current and for providing accurate taxpayer information (IRS Form W-9, or Form W-8 series if applicable) on request; Adspot may withhold payout until valid taxpayer information is on file. Adspot will file the information returns required by law for supplier payouts.

If a Buyer's payment is refunded or charged back, or a make-good is agreed for a failure to display as booked, Adspot may reduce, hold or reverse the corresponding portion of your payout to the extent it has not yet been disbursed, and will document the reason in its records. Any dispute about a refund, chargeback or make-good decision should be raised in writing to Adspot support with the Booking ID for review under Section 10 of the Terms.

Operational notices under Sections 3 and 8 above must be sent to support@adspot-usa.com with your Company Account name and the affected Listing or Booking ID. Legal notices follow Section 18 of the Terms.

You will defend, indemnify and hold Adspot harmless from third-party claims, losses and reasonable expenses (including attorneys' fees) arising from: (a) your authority or lack of authority to list or book a space; (b) a permit, licensing or zoning failure for a listed space; (c) the condition, installation or safety of a listed space; (d) bodily injury or property damage arising from your fulfillment of a Booking; (e) your employees, contractors or subcontractors; (f) your tax obligations; (g) infringement of a third party's rights by your Listing content; or (h) your breach of this Agreement. This is in addition to, and does not limit, Section 15 of the Terms.

You are an independent business, not Adspot's employee, agent or joint venturer. You control the means and methods of operating your advertising space and fulfilling Bookings. Nothing in this Agreement authorizes you to act on Adspot's behalf or bind Adspot to any obligation.

Section 12 of the Terms (confidentiality) applies to this Agreement, including Buyer campaign information you receive through a Booking.

This Agreement is effective for as long as you maintain a Company Account of kind supplier and continues as to any Booking already accepted or later until that Booking reaches a terminal state (settled, rejected or cancelled) and any related payout obligation is satisfied. 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 Supplier and supersede prior discussions on that subject.