Terms and Conditions

Advertisers - Terms and Conditions of the Digital Advertising Service Agreement

These standard Terms and Conditions for Clarity XP Inc. (referred herein as Clarity) digital Advertising services are intended to offer Companies, Advertisers, and their Agencies a standard for conducting business in a manner acceptable to all parties. This document may not fully cover all ad placements including those that appear on our website, customized content, and/or other arrangements involving content association or integration, and/or special production, which placements will be governed by additional written agreement where necessary.

Definitions used in this agreement:

“Agreement” means the legal form of this document that assures the offer by Clarity of advertising services and acceptance by the “Client/Advertiser” of the same, based on the enclosed terms and conditions.

“Ad(s)” means any advertisement(s) provided by an Advertiser or by an Agency on behalf of an Advertiser.

“Client/Advertiser” means the advertiser or the client who is legally authorized to enter into an advertising agreement, directly or indirectly, through an agency. Clarity reserves the right to request proof from the Agency to evidence any such authority.

“Advertising Materials” means any materials, artwork or copies for Ads.

“Business Day” means a standard work day (between 9am-5pm of EST) and does not include public holidays, Saturdays, or Sundays.

“Representative” means, as to an entity and/or its Affiliate(s), any director, officer, employee, consultant, agreement or, agent, and/or attorney of either party.

“Site” or “Sites” means Clarity Host locations.

• Performance: Clarity shall display all Advertiser/Client advertising materials on Clarity network services, according to the terms and conditions of the service provided by Clarity, within the time specified for the subscription period, and upon other specified platforms including the additional services available through Clarity website and or social media, if so agreed.
• Digital Network Ads/Messages: Clarity shall approve in advance the Ad network messages and content to be advertised. In its sole discretion, Clarity has the unilateral right to approve or reject any message, content, or communication, either before or after posting to the Digital Ad network. It is the responsibility of the advertiser/client to obtain licensing for the showing of any and all copyrighted work displayed on their behalf using the Clarity network and platform.
• Control: Clarity shall retain full control of the Digital Ad network at all times and the advertiser/client has no rights to demand or specify any aspect of operation.  
• Payment and Billing:
  • Clarity will bill Advertiser/Client upon confirmation of booking, unless otherwise provided on the booking confirmation.
  • Payment by Advertiser/Client is due upon receipt of invoice or otherwise noted on the invoice.
  • Advertiser/Client waives any billing dispute if Advertiser/Client does not notify Clarity of such dispute in writing within five (5) business days from the date of the invoice containing such amount in dispute. In the event Advertiser/Client timely notifies Clarity of such dispute, Advertiser/Client and Clarity shall work diligently with each toward a resolution, but any amount not in dispute shall be promptly paid as described herein.
  • Payment methods accepted by Clarity XP Inc. are Direct Transfer/Deposit  to Scotiabank Barbados or Transver via PayPal (additional fees apply).
• Rejections, Warrants, Guarantees, and Approvals: The Advertiser/Client warrants and ensures (and shall be solely liable for ensuring) that all approved advertising, designs, artwork, or advertisements confirms in all material aspects and do not infringe upon any trademarks or copyrights either regional, international or local. Additionally, the Advertiser/Client shall ensure that the Advertising displayed on the network shall not contain any material that is defamatory, offensive, libelous, or which infringes the statutory or common law right of third parties, including without limitation, Intellectual Property Rights.
• The Advertiser/Client agrees to hold, defend and indemnify Clarity. and its associates, Free and Harmless from any and all losses, liability, claims and demands, including attorney’s fee or other fees, any liabilities that arise from any advertisement placed on the Digital Ad network or any verbal ad content or subject matter including partial contents of ads or copy displayed in pursuant of this agreement.
• In any event Clarity (acting reasonably) reserves the right to refuse to display and/ or remove any Advertising on the network if it deems this an appropriate action or if it is instructed to do so by any statutory, legal or regulatory body. 
• The Advertiser/Client shall be responsible for obtaining and paying for all necessary licenses and consents for the display of Advertising and/or any copyrighted material contained in the Advertising or the appearance of any person in the Advertising.
• Service Interruptions: In the event, that Clarity cannot service the agreement due to equipment failure, mechanical breakdown or natural acts. There will be a grace period of one (1) business day to fix the issue. After this grace period the agreement rates will be prorated and credit given in the amount equal to the time of loss beyond the one (1) business day grace period. The time will be added to the end of the agreement time if possible. 
• The Advertiser/Client may terminate the agreement by providing written notice five (5) business days before the date of cancellation and will receive a full refund of fees paid in relation to the provisions of service according to the agreement. Notice of cancellation less than five (5) business days prior to the start of the subscription period, CXP will refund 50% of the fees paid in relation to the provisions of service according to the agreement.
• Guarantees: Clarity DOES NOT guarantee the amount of “images” or the number of “ads” during any given agreement term. Generally, the maximum number of possible “ads” within a schedule will generate approximately 360 “images” per hour. Clarity will strive to meet this goal, but during seasonal peaks and demands, our schedule may experience more or less than 360 images per hour.
• Artwork, Scheduling, and Rotations: Advertisers are required to provide all advertising materials, artwork, or complete promotional collateral according to these specifications, based on screen location, at least five (5) business days in advance of the subscription period:
• Specifications:
  • Image: 1080 wide by 1920 tall or 1080 by 1080 (square)
  • Orientation: Portrait, Landscape or Horizontal orientation
  • Resolution: RGB High resolution images, from 300 - 600dpi minimum
  • File Types: Extensions .png (preferred) .jpg .pdf and MP4
  • Ad Play: All ads play for 10 to 15 seconds multiple times during the daily schedule
  • Wi-Fi Ad Play: Playlist: All ads play sequentially until all customer ads show once for user connections.
  • Wi-Fi Sponsor: Content is displayed on the Welcome page on every connection
  • CHANGES: Revisions and replacement Artwork must be made within three (3) business days before the start of the upcoming or during the subscription period. This is to allow time for change implementation on our systems as necessary.  All other changes outside of this timeframe will incur a change fee. Errors or typos are not considered changes and will be made free of charge.
• Modification: Any modification of this agreement must be communicated by Clarity to all subscribed customers via email to ensure they are made aware of such changes.

• Default: The following shall constitute a default under this agreement: 
  • The nonpayment by Advertiser/Client for any sums required under this agreement; 
  • The interference by Advertiser/Client of Clarity operation of the Digital Ad network; 
  • The violation by Advertiser/Client of any other term or condition of this agreement.

• Enforcement: Advertiser/Client shall pay Clarity costs and expenses, including attorney fees, incurred by Clarity in the enforcement of this Agreement or incurred as a result of Advertiser’s default.
• Non-Assignment: Advertiser/Client shall not re-assign this agreement to another party, together with services provided, in whole or in part, without the prior written consent of Clarity.
• Confidentiality: During the period of this Agreement the parties shall use all reasonable endeavours to ensure that the details of this Agreement and any proprietary information or confidential information relating to the business, products, accounts, finance or agreement arrangements or other dealings, transactions, Intellectual Property Rights, technical information or trade secrets of the other party is not disclosed to any other person, firm or corporation.
• Non-Discrimination: CXP does not discriminate in advertising agreements on the basis of personal attributes such as race, ethnicity, color, national origin, religion, age, sex, sexual orientation, gender identity, family status, disability, medical or genetic condition or any other internationally protected group. Advertiser/Client represents and warrants that it is not purchasing advertising time from CXP that is intended to discriminate and not in alignment with CXP non-discrimination policy.
• Barbados Law: This Agreement shall be construed under Barbados Law. Integration. It is expressly agreed that CXP is not bound by any stipulation, representation or agreements, verbal or otherwise, which are not printed or written in this agreement. The agreement represents a complete integration of all prior negations.
• Representatives: Any person, according to the terms and conditions set out herein, executing the agreement,  on behalf of an Advertiser/clients warrants that they have authority to do so. Said person accepts full personal liability for all relevant obligations herein if they are not authorized to execute the agreement in a representative capacity on behalf of the advertiser. By accepting the advertising agreement, this becomes a binding agreement to be arbitrated if need be according to the laws of Barbados.
• Conflict of Interest with Screen Location/Host Tenants: In the event that an advertiser's advertisement promotes products or services that are also offered by tenants of our screen location/host, we will make reasonable efforts to identify and address any potential conflicts of interest. Upon identification of such conflicts, we will work closely with the advertiser to explore suitable alternatives for their advertisement, which may include adjusting the positioning, timing, or content of the advertisement to mitigate the conflict. These alternatives will be implemented at our discretion, taking into account the best interests of all parties involved. While we strive to minimize conflicts of interest, the advertiser acknowledges that complete elimination of such conflicts may not always be possible. The advertiser agrees to work cooperatively with us to find mutually acceptable resolutions and acknowledges that any proposed alternatives shall be subject to our final approval. In the event that a suitable alternative cannot be agreed upon or implemented, either party may terminate the advertising agreement in accordance with the terms outlined herein. Any termination due to a conflict of interest shall not incur any penalties or liabilities for either party. By agreeing to these terms and conditions, the advertiser acknowledges that they have been made aware of the potential for conflicts of interest with screen location/host tenants and agrees to engage in good faith discussions to resolve any such conflicts that may arise.