Ad Central Services Agreement

This OPTIMUM BUSINESS AD CENTRAL SERVICES AGREEMENT (this “Agreement”) is effective as of the date of the Order Receipt (the “Order”) referencing this Agreement (the “Effective Date”). This Agreement is entered into by and between CSC Holdings, LLC, a Delaware limited liability company, and/or such affiliate thereof as is applicable in CSC Holdings, LLC’s sole discretion (“Optimum”) and the customer identified in the Order (“Client”). Optimum and Client are sometimes referred to herein individually as a “Party” and together, as the “Parties.” This Agreement, along with the Optimum Business General Terms and Conditions of Services (the “General Terms”) and Optimum’s Standard Order Terms and Conditions (the “Order Terms,” available at: www.optimum.media/order-terms), governs the Services (as defined below). In the event of any conflicts, the terms shall be resolved in the following order of precedence: (1) this Agreement, (2) the General Terms, and (3) the Order Terms.

THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT INCLUDES A BINDING ARBITRATION PROVISION AS SET FORTH IN THE GENERAL TERMS, WHICH INCLUDES A WAIVER OF CLASS ACTIONS AND PROVISIONS FOR OPTING OUT OF ARBITRATION.

1. Subscription; Services. Client subscribes to the Ad Central services (the “Services”) commencing on the Effective Date and continuing until terminated in accordance herewith. Optimum shall be the sole and exclusive provider of the Services during the Term. Any services not included in the Services (e.g., creative design) shall be subject to separate fees and additional terms and conditions. Optimum may assign, change, or remove an account manager for Client at any time, in Optimum’s sole discretion.
2. Fee. The subscription fee (“Fee”) for the Services is non-refundable, billed monthly in advance, and must be paid in full in accordance with the General Terms. If Client subscribes to additional Services mid-billing cycle, Client will pay the applicable pro-rata Fee in advance for the remainder of that month, along with the full Fee for the following month. Client shall pay all applicable taxes, charges, and other expenses as listed or itemized in Optimum’s invoice. Optimum may adjust Fee, benefits, and discounts at its sole discretion upon written notice (email sufficient), with changes effective at the next billing cycle. Optimum may offset outstanding Client debts against any credits or refunds owed to Client.
3. Term; Termination. The term of the Agreement shall commence on the Effective Date and shall continue until terminated (the “Term”). Either Party may terminate this Agreement or any Service for convenience by: (a) with respect to Optimum, providing thirty (30) days’ written notice (email sufficient) to Client; and (b) with respect to Client, by providing ninety (90) days’ written notice (email sufficient) to Optimum. For clarity, termination of the Agreement shall automatically terminate all Services. Optimum may immediately terminate this Agreement and/or any Service if it knows or suspects Client is in breach hereof. Any early termination of this Agreement or a Service shall not impact any orders already placed by Optimum or any noncancellable orders for which Client shall be fully responsible and which shall continue to be subject to the terms and conditions hereof.
4. Search & Social Advertising. If Client authorizes Optimum to perform Search & Social Advertising, Client must: (a) grant Optimum administrative access to its authorized platforms (the “Platforms”); and (b) execute a Campaign Authorization Form. Client is solely responsible for establishing its Platform accounts, maintaining current payment information, pre-funding all accounts, and complying with all applicable laws, regulations, and industry self-regulatory guidelines (“Laws”), privacy policies, and terms and conditions. Any chargebacks incurred will be billed to Client in the next monthly invoice. Optimum’s management of the Platforms and assistance with account setup (if applicable) is for Client’s convenience only, and Optimum assumes no liability in connection therewith. Client remains solely responsible for all account activity, including liabilities, compliance with applicable Laws, privacy policies, and terms and conditions, and financial obligations, including ad spend, platform fees, and other charges. Unless revoked in writing, Optimum shall be the exclusive administrator of Client’s Platforms.
5. Loyalty Marketing. If Client authorizes Optimum to perform Loyalty Marketing, Client must execute a separate Data Processing Agreement before sharing any data, including any personal information or sensitive data, with Optimum. Client represents and warrants that: (a) it has the necessary rights and authority to share the data in accordance herewith; (b) all required notices have been provided; (c) all necessary consents have been obtained; and (d) all opt-out requests have been processed before sharing the data with Optimum. Client remains solely responsible for ensuring that all subsequent opt-out requests are processed in a timely manner and Client must immediately notify Optimum of any opt-out requests received after sharing the data with Optimum. Client shall indemnify, defend, and hold harmless Optimum, its affiliates, and its and their respective officers, employees, agents, and representatives (“Representatives”) from and against any claims, liabilities, and expenses (including reasonable attorneys’ fees) (“Claims”) arising from Client’s use of the Loyalty Marketing benefit, including any claims related to unauthorized use of data or violations of any applicable Laws, privacy policies, or terms and conditions.
6. Ad Content. Client is solely responsible for all ad content (the “Ad Content”), including text, images, graphics, videos, audio, trademarks, and other materials provided to Optimum or used in connection with the Services. Optimum may offer pre-designed templates for Client’s convenience, but they are provided “as is” without warranties of any kind. Client acknowledges and agrees that its use of such templates is at its own risk. All Ad Content must comply with Optimum’s Advertising Guidelines available here: www.optimum.media/advertising-guidelines. Client represents and warrants that: (a) each element of the Ad Content is owned by Client, or Client has all rights necessary to use each element; and (b) Optimum’s use thereof shall not in any manner create any additional obligation on Optimum with respect thereto, including the payment of additional royalties.
7. Reasonable Assistance. Client shall, at its own expense: (a) provide timely access to knowledgeable personnel and any other materials necessary for Optimum to perform the Services; (b) complete agreed-upon tasks on schedule; and (c) provide any additional assistance requested by Optimum. Client acknowledges and agrees that its failure to comply with the foregoing may impact service performance, for which Optimum bears no liability.
8. Confidentiality. The term “Proprietary Information” means any and all confidential and/or proprietary knowledge, data, or information of Optimum and its affiliates, whether having existed, now existing, or to be developed during the Term, including: (a) trade secrets, inventions, ideas, processes, formulas, codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques, and any other proprietary technology, and all rights therein; (b) information regarding research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, margins, discounts, credit terms, pricing and billing policies, quoting procedures, methods of obtaining business, forecasts, future plans and potential strategies, financial projections and business strategies, operational plans, financing and capital-raising plans, activities and agreements, internal services and operational manuals, methods of conducting Optimum business, suppliers and supplier information, and purchasing; (c) information regarding customers and potential customers of Optimum, customer lists, names, representatives, their needs or desires, proposals, bids, contracts and their contents and parties, the type and quantity of products and services provided or sought to be provided to customers and potential customers of Optimum, and other non-public information relating to customers and potential customers; (d) information regarding any of Optimum’s business partners and their services, including names, representatives, proposals, bids, contracts and their contents and parties, the type and quantity of products and services received by Optimum, and other non-public information relating to business partners; (e) information regarding personnel, employee lists, compensation, and employee skills; and (f) any other non-public information which a competitor of Optimum could use to the competitive disadvantage of Optimum. Client understands, in addition, that Optimum has received and, in the future, will receive from third parties confidential and/or proprietary knowledge, data, or information (“Third Party Information”) subject to a duty on Optimum’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Term and thereafter, Client will hold any Third Party Information disclosed by Optimum in the strictest confidence and will not disclose to anyone (other than Optimum personnel who need to know such information in connection with their work for Optimum) or use Third Party Information unless an Optimum executive provides express written consent otherwise. Client understands that Proprietary Information and Third Party Information is never to be used or disclosed by Client, as provided in this Section 8. If a court decides that this Section 8 or any of its provisions is unenforceable for lack of reasonable temporal limitation and the Agreement or its restriction(s) cannot otherwise be enforced, Client and Optimum agree that the five (5) year period after the termination of this Agreement shall be the temporal limitation relevant to the contested restriction; provided, however, that this sentence shall not apply to trade secrets protected without temporal limitation under applicable law. During the Term, Client will not improperly use or disclose any confidential information or trade secrets of any person or entity to whom Client has an obligation of confidentiality, and Client will not provide to Optimum any unpublished documents or any property belonging to any person or entity to whom Client has an obligation of confidentiality unless consented to in writing by that person or entity.
9. Intellectual Property. Optimum retains all intellectual property rights to its pre-existing materials, proprietary tools, and any reports, data, or content created hereunder. All work product, including ad copy, graphics, targeting strategies, and analytics, remains Optimum’s exclusive property, regardless of Client’s payment. Client’s pre-existing materials remain Client’s property, but any modifications, enhancements, or derivatives created by Optimum shall be owned exclusively by Optimum. Client is granted a limited, non-exclusive, non-transferable, revocable license to use Optimum’s content solely to enable Optimum to perform Services hereunder unless an Optimum executive provides written consent otherwise and not for any other purpose, even if the data is aggregated or anonymized. Client may not copy, modify, distribute, sublicense, or create derivative works without Optimum’s prior written consent. Optimum may retain, analyze, and use campaign data and analytics for any lawful purpose, including internal business, research, and marketing purposes.
10. Representations and Warranties. Client represents and warrants that it: (a) has authority to enter into this Agreement; (b) will fulfill each of its obligations, covenants, and warranties hereunder; and (c) will comply with all applicable Laws, privacy policies, and terms and conditions.
11. Marketing and Publicity. Client hereby grants Optimum and its affiliates a perpetual, worldwide, royalty-free right to use Client’s names, logos, trademarks, websites, campaign performance metrics, and any and all other appropriate intellectual property in any marketing, promotional, or public relations materials, in any medium, for any legitimate business purpose, including promoting Optimum’s or its affiliates’ business. Optimum may publicly reference Client as a customer and display campaign-related results, provided that no confidential information is disclosed. Client waives any right to compensation or consent in connection with such uses.
12. Suspension. Optimum reserves the right to suspend any Services to correct a material deficiency, if such Service may expose Optimum to liability and for non-compliance with the Agreement, Optimum’s Advertising Guidelines, or any terms and conditions governing the Services, including any failure by Client to make payments in a timely fashion. If any Service is suspended, Optimum will promptly notify the Client and will use commercially reasonable efforts to recommence the performance as soon as the reason for suspension has been rectified.
13. Non-Solicitation. Client agrees not to solicit, hire, or engage any employee, contractor, or consultant of Optimum during the Term and for 12 months thereafter.
14. Indemnity. Client shall indemnify, defend, and hold harmless Optimum, its affiliates, and its and their Representatives from and against all Claims arising from: (a) the Ad Content (including any element therein); or (b) Client’s actual or alleged breach of this Agreement, applicable Laws, privacy policies, or terms and conditions. In any instance in which the foregoing indemnities apply, Optimum shall give Client timely notice of any such Claim (it being expressly understood that failure to provide such timely notice will not relieve Client of its indemnification obligation except to the extent that such failure prejudices Client's defense of the Claim). Client shall assume the full defense of any Claims to which its indemnity applies using qualified legal counsel, which counsel shall be subject to Optimum’s consent. Optimum, at Client's cost, shall cooperate with the reasonable requests of Client in connection with any such defense, and Client shall keep Optimum advised of all material developments in connection with such defense. Without limiting any indemnification obligations set forth in this Agreement, Optimum shall have the right, but not the obligation, to participate, at its own cost and expense, in the defense or other opposition of any Claim for which it is indemnified hereunder through legal counsel selected by it. Client shall not enter into a settlement of any Claim without the prior written consent of Optimum, which shall not be unreasonably withheld, conditioned, or delayed. If Client fails or refuses to assume the defense of any Claim to which its indemnity applies, it shall be responsible for payment of any settlement of such Claim reached by Optimum, as well as the out-of-pocket third party costs incurred by Optimum in defending such Claim.
15. Feedback. Client agrees that Optimum owns any suggestions, enhancement requests, recommendations, or other feedback Client provides, without any obligation of attribution or compensation.
16. DISCLAIMERS. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE SERVICES AND ANY OTHER PRODUCTS OR SERVICES PROVIDED IN CONNECTION THERETO ARE PROVIDED “AS IS,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO ANY MATTER WHATSOEVER, AND OPTIMUM EXPRESSLY DISCLAIMS, ON BEHALF OF ITSELF AND ITS AGENTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT AND THOSE ARISING OUT OF OR RELATING TO COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, OPTIMUM DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET CLIENT’S REQUIREMENTS, OR THAT CLIENT SHALL ACHIEVE ANY PARTICULAR RESULTS THROUGH USE OF THE SERVICES. CLIENT DOES NOT HAVE THE RIGHT TO MAKE OR PASS TO ANY THIRD PARTY ANY REPRESENTATION OR WARRANTY ON BEHALF OF OPTIMUM OR ITS AFFILIATES.
17. Exclusive Remedy. If any Service is found by a court or other administrative authority to infringe any patent, copyright, or trademark, Optimum will, at its own expense and in its sole discretion, use commercially reasonable efforts to: (a) procure a license that will protect Client against such claim without cost to Client; or (b) if Optimum determines that a license is not commercially feasible, terminate the Agreement with respect to the impacted portion of the applicable Service(s) and refund to the Client any prepaid unused fees paid to Optimum for the impacted portion of the allegedly infringing Service. The rights and remedies granted Client under this Section 17 state Optimum’s entire liability, and Client’s exclusive remedy, with respect to any claim of infringement of the intellectual property rights of a third party, whether arising under statutory or common law or otherwise.
18. Limitations of Liability. In no event shall Optimum, its affiliates, or its or their Representatives be liable for any consequential, special, punitive, or other indirect damages, including lost revenue or profits, whether arising from contract, tort, or any other legal theory, regardless of foreseeability and even if such party has been advised of the possibility of such damages. Optimum’s total liability related to the Services and any related product or service shall not in any event exceed $500.
19. Miscellaneous. This Agreement, including any referenced agreements and all attachments and exhibits hereof, constitutes the entire agreement between the Parties regarding the Services. Optimum may change the Agreement terms at any time upon providing thirty (30) days’ written notice (email sufficient) to Client; if Client does not accept such modifications, its sole recourse shall be to terminate this Agreement via written notice with respect to the impacted Services, which written notice must be received by Optimum not later than thirty (30) days following the date of the term modification notice; provided, that any Services then-active shall, at Optimum’s option, be provided by Optimum and subject to the terms of this Agreement prior to such modification, including the compensation owed to Optimum therefore, until fulfilled. This Agreement shall inure to the benefit of, and be binding on and enforceable by, the Parties hereto and their respective successors and permitted assigns. Client may not assign this Agreement without Optimum’s express written consent, and any purported assignment without such consent shall be void. Whenever in this Agreement the word “include” or “including” is used, it shall be deemed to mean “include, without limitation” or “including, without limitation,” as the case may be, and the language following “include” or “including” shall not be deemed to set forth an exhaustive list. The rights and obligations of the parties shall survive any termination hereof as reasonably necessary to give effect to the provisions hereof. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be ineffective to the extent of such unenforceability (but shall be enforced to the maximum extent permissible), and the remaining provisions shall continue in full force and effect. The Parties are independent contractors. Optimum shall not be liable for delays or failures in performance caused by events beyond its control, including acts of God, disasters, strikes, labor disputes, or government orders. This Agreement may be executed in counterparts, each of which shall be deemed an original and both of which shall constitute one and the same document. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any principles of conflicts of laws.

Last Updated: 03/06/2025