TERMS AND CONDITIONS

TELEVISION AD GROUP TERMS AND CONDITIONS

These Terms and Conditions (“Terms”) govern the use of the Television Ad Group website and the purchase, authorization, placement, production, or provision of advertising, media, marketing, production, and related services by Miaco Media Inc. DBA Television Ad Group (“Television Ad Group,” “TAG,” “we,” “us,” or “our”).

By accessing or using this website, requesting or approving services, approving a proposal, media schedule, insertion order or other order, authorizing Television Ad Group to purchase or place advertising, submitting payment, or purchasing media or services from Television Ad Group, you acknowledge that you have read, understand, and agree to be bound by these Terms and Conditions.

1. MEDIA BUYING AND THIRD-PARTY VENDORS

Television Ad Group is a media buying and advertising agency. Advertising and related services may be purchased, scheduled, distributed, transmitted, produced, or otherwise provided through third-party television networks, broadcast stations, cable systems, streaming and CTV/OTT platforms, digital platforms, radio stations, podcast networks, publishers, outdoor and DOOH media companies, production vendors, distribution services, and other media or service providers.

Media placements and related services are therefore subject to the policies, restrictions, standards, availability, cancellation provisions, technical requirements, and other terms imposed by applicable third-party vendors.

Television Ad Group is not responsible for actions, omissions, technical failures, scheduling decisions, programming changes, preemptions, inventory changes, or other circumstances controlled by third-party vendors.

2. AUTHORIZATION AND ACCEPTANCE OF MEDIA ORDERS

A client's written or electronic approval of a proposal, media plan, insertion order, schedule, estimate, invoice, production order, or other authorization constitutes authorization for Television Ad Group to proceed with the purchase or performance of the approved media or services.

Payment of an invoice, deposit, media payment, production payment, or other amount associated with a campaign or service also constitutes acceptance of the applicable order and these Terms and Conditions.

Once authorized, Television Ad Group may enter into commitments with networks, stations, platforms, publishers, production companies, and other third-party vendors in reliance upon the client's authorization.

By purchasing or authorizing media or services from Television Ad Group, the client expressly agrees to these Terms and Conditions, including the Pennsylvania governing-law and Butler County, Pennsylvania jurisdiction and venue provisions contained below.

3. RIGHT TO ACCEPT, DECLINE, SUSPEND, OR TERMINATE SERVICES

Subject to applicable law, Television Ad Group reserves the right to accept or decline prospective business and to suspend, discontinue, or terminate services or a client relationship.

Television Ad Group may suspend or discontinue services when it reasonably determines that continuing the relationship may expose Television Ad Group, its employees, contractors, representatives, vendors, or business partners to legal, financial, operational, reputational, or safety concerns.

Television Ad Group may also suspend or terminate services because of threatening, abusive, harassing, intimidating, discriminatory, disruptive, or otherwise inappropriate conduct toward Television Ad Group employees, contractors, representatives, vendors, or business partners.

Termination or suspension of a relationship does not eliminate the client's responsibility for services already performed, earned agency fees or commissions, production work completed or underway, media already purchased or committed, cancellation charges, or other nonrecoverable third-party costs.

Any client funds remaining after applicable charges, earned fees, committed media costs, production costs, cancellation charges, refunds received from third parties, and other amounts properly due have been accounted for will be handled in accordance with the applicable agreement, order, and law.

4. MEDIA AVAILABILITY, PREEMPTIONS, SCHEDULING AND MAKEGOODS

All advertising inventory is subject to availability and applicable media-provider policies.

Networks, stations, platforms, publishers, and other media providers may change programming, schedules, inventory, air times, placement, or availability. Advertising may be preempted, displaced, rejected, rescheduled, or otherwise affected by breaking news, political programming, sporting events, special programming, inventory conditions, technical issues, advertiser conflicts, standards and practices decisions, or other circumstances.

A missed, preempted, delayed, rescheduled, or displaced advertisement does not automatically constitute a breach by Television Ad Group.

When applicable, Television Ad Group will use commercially reasonable efforts to obtain an appropriate makegood, replacement placement, credit, or other remedy made available by the applicable media provider. Any such remedy is subject to the media provider's policies, availability, and approval.

Schedules, prelogs, anticipated air times, anticipated placements, and similar information supplied before a campaign airs may be estimates and are not proof of actual broadcast or delivery unless expressly identified otherwise.

5. ESTIMATES, RATINGS, IMPRESSIONS, CPM, REACH AND FREQUENCY

Audience estimates, impressions, ratings, CPMs, reach, frequency, viewership, listenership, traffic estimates, projected delivery, and similar media metrics are estimates based upon information available at the time they are provided.

Unless Television Ad Group expressly guarantees a particular metric in a written agreement signed by Television Ad Group, such figures are estimates and are not guarantees of actual campaign delivery or performance.

Actual results may vary because of audience behavior, programming, inventory, measurement methodologies, vendor reporting, market conditions, campaign changes, or other factors beyond Television Ad Group's control.

6. NO GUARANTEE OF ADVERTISING RESULTS

Television Ad Group does not guarantee sales, leads, telephone calls, website visits, registrations, conversions, revenue, return on investment, brand awareness, attendance, fundraising results, election results, or any other particular business or campaign outcome.

Advertising results depend upon numerous factors outside Television Ad Group's control, including the advertiser's product or service, offer, pricing, creative, website, sales process, reputation, competition, market conditions, consumer demand, targeting, campaign duration, and frequency.

Past results achieved by Television Ad Group or any of its clients do not guarantee future results.

7. NETWORK, STATION AND PLATFORM APPROVAL

All advertising is subject to the standards, practices, policies, and approval requirements of the networks, stations, platforms, publishers, media companies, and other vendors carrying or distributing the advertising.

Television Ad Group cannot guarantee that any particular advertisement, advertiser, product, service, claim, creative execution, website, or campaign will be accepted by a particular media provider.

A media provider may require changes, substantiation, disclosures, documentation, disclaimers, or other modifications before accepting advertising.

Rejection of advertising or a request for modification by a media provider does not constitute a breach by Television Ad Group.

8. CLIENT RESPONSIBILITY FOR ADVERTISING CONTENT

The client is responsible for the accuracy and legality of all claims, statements, offers, pricing, testimonials, endorsements, disclosures, representations, images, videos, music, trademarks, copyrights, intellectual property, and other materials supplied or approved by the client.

The client represents and warrants that it possesses all rights, licenses, permissions, releases, substantiation, and authorizations necessary for materials supplied to Television Ad Group.

The client agrees to indemnify and hold harmless Television Ad Group and its officers, employees, contractors, representatives, and affiliates from claims, damages, liabilities, costs, and reasonable attorneys' fees arising from materials, claims, representations, instructions, or intellectual property supplied or approved by the client, to the extent permitted by law.

9. PRODUCTION AND CREATIVE APPROVAL

Clients are responsible for reviewing advertising and production materials submitted for approval.

Once a client approves a commercial, advertisement, script, graphic, video, audio recording, proof, or other creative material, Television Ad Group may rely upon that approval.

Television Ad Group is not responsible for errors, omissions, claims, representations, spelling, pricing, telephone numbers, URLs, dates, legal disclosures, or other content that the client reviewed and approved, except to the extent caused by Television Ad Group's unauthorized alteration after approval.

Additional revisions requested after approval may result in additional production, editing, talent, distribution, or vendor charges.

10. CANCELLATIONS, SUSPENSIONS AND REFUNDS

Media purchases may become noncancelable once ordered, and cancellation rights vary by network, station, platform, publisher, or other media provider.

A client's request to cancel, postpone, reduce, or suspend a campaign does not guarantee that Television Ad Group will be able to cancel the applicable media or recover funds already committed to third parties.

If a third-party vendor permits cancellation and returns funds, any client refund will be subject to amounts actually recovered by Television Ad Group, less earned agency fees or commissions, completed work, production charges, cancellation fees, and other amounts properly due.

Television Ad Group is not required to refund earned agency fees, commissions, production charges, or other compensation for services already performed merely because a client later elects to cancel or discontinue a campaign.

Refund timing may depend upon the applicable third-party vendor and the time required for that vendor to issue a refund or credit to Television Ad Group.

11. PAYMENT

Payment terms are stated on the applicable invoice, proposal, insertion order, media authorization, or agreement.

Television Ad Group may require advance payment before purchasing media, commencing production, distributing advertising, or performing other services.

Failure to make required payment may result in suspension or cancellation of services, subject to obligations Television Ad Group has already incurred with third parties.

The client remains responsible for authorized charges and commitments incurred before suspension, cancellation, or termination.

12. PRICING, TAXES AND AVAILABILITY

Media rates and availability may change without notice until inventory has been confirmed and purchased.

Quotes and proposals are based upon information, rates, taxes, fees, and inventory available when prepared. Television Ad Group may revise a proposal if a network, station, platform, vendor, governmental authority, or other media provider changes pricing, availability, programming, specifications, applicable taxes, fees, or other costs before the purchase is finalized.

Unless expressly stated otherwise in writing, applicable taxes, governmental charges, or newly imposed media-related taxes may be added to the client's charges when required.

13. POLITICAL, ELECTION AND ISSUE ADVERTISING

Political, election-related, advocacy, and issue advertising is subject to applicable federal, state, and local law and the policies, documentation requirements, disclosure requirements, rates, inventory rules, and standards of the applicable media provider.

The advertiser is responsible for providing accurate sponsorship, committee, candidate, funding, authorization, and disclosure information required by applicable law or the media provider.

Acceptance of political or issue advertising by Television Ad Group does not guarantee acceptance by any particular network, station, platform, publisher, or other media provider.

14. WEBSITE INFORMATION

Information appearing on this website is provided for general informational purposes and may be changed without notice.

Nothing on this website constitutes a guarantee of pricing, media availability, audience delivery, advertising results, or acceptance by a particular media provider.

Articles and other informational materials concerning advertising, business, technical, regulatory, or legal matters are general information only and should not be considered legal, accounting, tax, or other professional advice.

15. INTELLECTUAL PROPERTY

Unless otherwise stated, content created and owned by Television Ad Group on this website, including text, graphics, branding, designs, videos, and other original materials, is protected by applicable intellectual-property laws.

Television Ad Group content may not be reproduced, distributed, republished, or commercially exploited without authorization except as otherwise permitted by law.

Third-party names, logos, trademarks, programming names, network names, images, and other intellectual property remain the property of their respective owners. Reference to a third party does not necessarily constitute an endorsement or affiliation.

16. WEBSITE USE

Users may not use this website for unlawful, fraudulent, abusive, threatening, harassing, defamatory, infringing, malicious, or otherwise prohibited purposes.

Users may not knowingly introduce viruses, malicious code, automated attacks, or other technology intended to disrupt, damage, access, or interfere with this website, its systems, or other users.

17. THIRD-PARTY LINKS AND SERVICES

The Television Ad Group website may contain links or references to third-party websites, platforms, services, networks, vendors, or resources.

Television Ad Group does not control those third parties and is not responsible for their websites, privacy practices, content, availability, security, representations, or services.

18. NO WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS WEBSITE AND TELEVISION AD GROUP'S SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND EXCEPT FOR WARRANTIES EXPRESSLY SET FORTH IN A WRITTEN AGREEMENT SIGNED BY TELEVISION AD GROUP.

TELEVISION AD GROUP DISCLAIMS IMPLIED WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Nothing in these Terms excludes any warranty or right that cannot lawfully be excluded.

19. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TELEVISION AD GROUP AND ITS OFFICERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, AND AFFILIATES SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THE WEBSITE, MEDIA PLACEMENT, ADVERTISING SERVICES, PRODUCTION SERVICES, THIRD-PARTY MEDIA PROVIDERS, OR OTHER SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TELEVISION AD GROUP'S AGGREGATE LIABILITY ARISING FROM A PARTICULAR SERVICE OR TRANSACTION SHALL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID TO AND RETAINED BY TELEVISION AD GROUP FOR THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM, EXCLUDING AMOUNTS PAID OR PAYABLE TO THIRD-PARTY MEDIA OR SERVICE PROVIDERS.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

20. FORCE MAJEURE

Television Ad Group shall not be responsible for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, severe weather, acts of government, war, civil disturbance, labor disputes, network outages, telecommunications failures, cyber incidents, public emergencies, programming changes, or failures of third-party media or technology providers.

21. GOVERNING LAW — PENNSYLVANIA

These Terms and Conditions and all transactions, purchases, media orders, advertising orders, production orders, services, and business relationships between a client and Miaco Media Inc. DBA Television Ad Group shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law principles.

By purchasing media or services from Television Ad Group, authorizing Television Ad Group to purchase or place media, approving a proposal, schedule, insertion order, invoice or other order, submitting payment, or otherwise engaging Television Ad Group to provide services, the client expressly acknowledges and agrees that Pennsylvania law governs the transaction and the parties' business relationship.

22. DISPUTES, CLAIMS AND EXCLUSIVE VENUE — BUTLER COUNTY, PENNSYLVANIA

Any dispute, disagreement, controversy, claim, demand, cause of action, lawsuit, or legal proceeding arising out of or relating to Television Ad Group, its services, a media purchase, advertising campaign, production, payment, refund, cancellation, agreement, transaction, or the business relationship between the client and Television Ad Group shall, to the extent permitted by applicable law, be brought and resolved exclusively in a court of competent jurisdiction located in Butler County, Pennsylvania.

By purchasing, approving, authorizing, or paying for media or services through Television Ad Group, the client expressly and knowingly consents to the personal jurisdiction of the courts located in Pennsylvania and agrees that Butler County, Pennsylvania shall be the exclusive venue for any such dispute, claim, lawsuit, or legal proceeding, to the extent permitted by applicable law.

The client further agrees that it will not initiate or maintain an action arising from or relating to the applicable transaction, services, media purchase, or business relationship in another county, state, or jurisdiction where this forum-selection provision is legally enforceable.

Nothing in this section prevents Television Ad Group and the client from mutually agreeing in writing to mediation, arbitration, settlement discussions, or another lawful method of dispute resolution.

23. CONFLICT WITH SEPARATE WRITTEN AGREEMENTS

If Television Ad Group and a client enter into a separate written agreement, insertion order, media authorization, production agreement, or other contract containing terms that directly conflict with these Terms, the specifically negotiated terms of that agreement will control with respect to the conflict.

All provisions of these Terms that do not conflict with the separate agreement remain applicable.

24. SEVERABILITY

If any provision of these Terms is determined by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, that provision shall be enforced to the maximum extent permitted by law and the remaining provisions shall remain in full force and effect.

25. NO WAIVER

Failure by Television Ad Group to enforce any provision of these Terms on one occasion does not constitute a waiver of that provision or Television Ad Group's right to enforce it in the future.

26. ENTIRE AGREEMENT AND CHANGES TO TERMS

These Terms, together with applicable proposals, media orders, insertion orders, production agreements, invoices, authorizations, and other written agreements between Television Ad Group and the client, constitute the applicable agreement between the parties concerning the services covered by those documents.

Television Ad Group may revise these website Terms and Conditions from time to time. Updated Terms will be posted on this website with a revised effective date.

Unless otherwise required by law or agreed in writing, changes to these website Terms will apply prospectively and will not alter specifically negotiated terms of an existing media order or contract after acceptance.

27. ELECTRONIC COMMUNICATIONS AND APPROVALS

The client agrees that approvals, authorizations, notices, and other communications may be provided electronically, including by email.

Electronic approval of a proposal, schedule, order, creative material, or other document may be relied upon by Television Ad Group as authorization to proceed.

28. CONTACT INFORMATION

Miaco Media Inc. DBA Television Ad Group
Television Ad Group – America’s Media Buyers

TelevisionAdGroup.com
info@televisionadgroup.com
212-844-9057

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