ABN Terms and Conditions

1. Customer Obligations.  To facilitate ABN's provision of the Primary Hardware and Programming Services under the ABN Programming Services Agreement (the "Agreement") between ABN and Customer, Customer shall:  (a) provide ABN and its representatives reasonable access to the Primary Hardware, Customer’s facilities, and the facilities of third parties as reasonably necessary; (b) ensure that Customer's facilities and premises are in a safe condition for ABN and its representatives to perform the services required under the Agreement; (c) provide ABN and its representatives access to electrical power and either direct or indirect access to Customer's host facilities as necessary for ABN to efficiently perform its services; (d) ensure that the personnel at Customer's host facility assist and cooperate with ABN as necessary while ABN installs the Primary Hardware, and troubleshoot and isolate faults in the Primary Hardware; and (e) ensure that the Primary Hardware will, at a minimum, (i) be located indoors, (ii) have a constant temperature between 10 ºC and 40 ºC, and (iii) have a constant humidity between 10% and 90%.  At the end of the subscription term, should Customer not renew, Customer is responsible for the return of all “Primary Hardware” in good working condition to ABN.

2. Termination.  ABN may terminate the Agreement if Customer violates or breaches any provision of the Agreement by, including, but not limited to, failing to pay any amounts due under the Agreement.  If ABN terminates the Agreement as a result of Customer's nonpayment of any amounts due under the Agreement, ABN shall be entitled to accelerate and collect from Customer all amounts due under the Agreement for the remainder of the Term of the Agreement.  Notwithstanding any termination of this Agreement, Customer shall remain obligated to pay and shall pay to ABN any and all amounts due to ABN prior to such termination.  If Customer does not own the “Primary Hardware”, Customer is to return said hardware in good working condition.

3. Dealer Provided Content.  ABN shall not review content created by Customer (the "Dealer Provided Content") prior to its airing on the primary monitors or any additional monitors.  Customer shall be solely responsible for Dealer Provided Content.  ABN shall not be liable for the content of any Dealer Provided Content.  CUSTOMER WARRANTS THAT ALL DEALER PROVIDED CONTENT IS OWNED, OR PROPERLY LICENSED, BY CUSTOMER AND DOES NOT INFRINGE THE PATENTS, TRADEMARKS, COPYRIGHTS, TRADE SECRETS, OR OTHER PROPERTY RIGHTS OF ANY THIRD PARTY.

4. Ownership of Content.  In providing Programming Services to Customer, ABN grants to Customer a non-exclusive right to use and show content on Customer's primary monitor and any additional monitors.  With the exception of Dealer Provided Content, ABN shall be the sole and exclusive owner of all right, title, and interest in and to all other content, all copies thereof, and all modifications and enhancements thereto (including ownership of all copyrights and other intellectual property rights pertaining thereto), subject only to the rights that are expressly and specifically granted to Customer under the Agreement or these Terms and Conditions.  Customer may not show, use, copy, modify, or distribute the other content (electronically or otherwise), or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by ABN.  Upon the termination of the Agreement or at the end of the Term, ABN shall have the right to cease the provision of Programming Services.

5. Indemnification.  Customer and ABN agree to indemnify each other and any controlling person, partner, member, director, officer, manager, employee, agent, affiliate, or representative of the other party (collectively, the “Indemnified Parties”) and hold each of the Indemnified Parties harmless against any losses, claims, damages, expenses (including the reasonable fees and expenses of their respective attorneys), liabilities, actions, proceedings, investigations (formal or informal), inquiries, or threats thereof to which the Indemnified Parties may become subject, arising in any manner out of or in connection with any breach of the Agreement or negligent act or omission of the other party.  This Section 5 shall survive the termination of the Agreement.

6. Notices.  Any notice that is required to be given or served upon any party in connection with the Agreement must be in writing and given by a nationally recognized overnight delivery service and shall be deemed to have been given and received when a letter containing such notice, properly addressed, with postage prepaid, is delivered to such overnight delivery service, or sent by facsimile transmission, receipt confirmed, and followed by overnight delivery service.  Notices shall be given to the parties as follows:  if to Customer, to the address specified on the Agreement and, if to ABN, to Brothers Media Group, Inc., 5000 Sawgrass Village Circle, Suite 32,  Ponte Vedra Beach, FL 32082, Attention: Penny Galloway, Fax:  (904) 280-2677.

7. Installation Policies. 
1. ABN will not run cabling to a destination unless a display device is in place to receive and confirm the quality of the audio and video signal from the media player. 
2. The VSAT and A/V portions of the Network Installation must be performed by an authorized ABN representative. 
3. The use of the CUSTOMER’S preexisting network infrastructure including but not limited to any network cabling or hardware components (i.e. fiber optics, switches, router, transceivers) requires a Site Survey to be performed. 
4. CUSTOMER agrees to pay $200.00 for a Site Survey on all installations which fall outside the “Standard Installation” as noted in the Programming Services Agreement. CUSTOMER agrees to pay this fee regardless whether or not the quote is accepted and additional installation work is performed.
5. Any NON-STANDARD installation charges or optional equipment requested by Customer will be billed separately and directly to Customer.

   Multiple Monitor Installation
   
   A “Multiple Monitor” installation consists of (1) one media player connected to multiple preexisting CUSTOMER owned display devices under the same roof. The programming content on each display is identical. The costs associated with a “Multiple Monitor” installation are calculated by the following:

   $400 per additional display device (one time charge).

   $4 per linear feet of all required IP Network and A/V connectivity material.

   
   Multiple Network Installation

   A “Multiple Network” installation consists of multiple media players connected to multiple preexisting CUSTOMER provided display devices under the same roof.  The costs associated with each additional “Channel” which incorporates a unique playlist, on the “Multiple Network” installation are calculated by the following:

   A one-time $1,000 hardware fee per each additional Network Channel.

   $400 per additional display device (one time charge).

   An additional reoccurring monthly programming service fee of $200 per each additional Network Channel.

   $4 per linear square feet of all required IP Network and A/V connectivity material.

   Multiple Building Installations
   
   A “Multiple Building” configuration extends the ABN programming to additional display devices located in separate buildings.   No pricing guide shall be provided prior to a Site Survey being performed.
   
   

6. Once the installation is completed, ABN does not assume any costs associated with the relocation of the ABN equipment, customer owned display devices, or any other customer equipment inherent to the viewing experience of ABN.

8.  Other Provisions.
1. ABN’s liability for failure to provide Programming Services for any period during the Term shall be limited to the Programming Services Fees pro rated for the period during which Programming Services were not provided.  In no event shall ABN’s liability hereunder exceed the total amount of fees that ABN receives from Customer during the Term of the Agreement. 
2. If a dispute arises regarding the Agreement, the prevailing party shall be entitled to recover from the non-prevailing party, in addition to all other legal or equitable remedies, the costs of litigation, including reasonable attorneys’ fees and costs.
3. No waiver by any party of any default or breach of any covenant hereunder shall be deemed to extend to any prior or subsequent defaults or breaches of any covenants hereunder or affect in any way any rights arising by virtue of any prior or subsequent default or breach.
4. The laws of the State of Florida shall govern the interpretation, construction, and legal effect of the Agreement and these Terms and Conditions.  In the event of any litigation arising from the Agreement, the parties agree that the state court forum for such litigation shall be in St. John's County, Florida and that the federal court jurisdiction shall be in the Middle District of Florida, Jacksonville Division.  Customer hereby consents to personal jurisdiction in the State of Florida.
5. ABN reserves the right to assign its rights or obligations under the Agreement and these Terms and Conditions at any time.  Customer shall not assign any rights or obligations under this Agreement, or delegate the performance of any duties hereunder, without the prior written contest of ABN.
6. Customer agrees to maintain the confidentiality of the Agreement and these Terms and Conditions and shall not disclose any terms set forth therein to any other party.