ABN Terms and Conditions

1. Customer Content. Customer Content is the sole responsibility of Customer. ABN will not review Customer Content prior to its airing on the Primary Monitor or any Additional Monitors and is not liable for the content of any Customer Content, including, without limitation Customer Content deemed objectionable, offensive, or obscene. CUSTOMER WARRANTS THAT ALL CUSTOMER 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.

2. Customer Obligations. To facilitate provision of the Primary Hardware and the services by ABN under the Programming Services Agreement between ABN and the Customer (the "Agreement"), the Customer agrees as follows: (a) Customer shall permit ABN and its representatives with reasonable access to the Primary Hardware and Customer's facilities, and will arrange access to areas of third-party facilities and premises as reasonably required to enable ABN to perform the services specified hereunder; (b) Customer shall ensure that its facility and premises are in a safe condition for ABN and its representatives to perform its services; (c) Customer shall ensure that ABN representatives are provided with access to electrical power, as well as direct or indirect access to Customer host facilities as required for ABN to efficiently perform its services; (d) Customer shall ensure that host facility personnel cooperate with and assist ABN, as required, to install the Equipment, and to troubleshoot, and isolate faults in the Equipment or the Software; (e) Customer will ensure that site-environment conditions for each site will, at a minimum, (i) be located indoors, (ii) have a constant temperature between 10°C to 40°C, and (iii) have a constant humidity between 10% to 90%; and (f) Customer shall follow the Customer Support Plan to correct any problems with the Primary Hardware.

3. Additional Monitors. Customer shall have the option to display Programming Services on additional television monitors (each an "Additional Monitor") located within the same building as the Primary Monitor for an additional hardware fee of $750.00 per monitor ("Additional Monitor Installation Fee").

4. Termination. This Agreement is terminable by ABN in the event Customer violates or breaches any provision of this Agreement, including, but not limited to, nonpayment of any amounts due under this Agreement. Notwithstanding any termination of this Agreement, Customer shall remain obligated to pay and shall pay to ABN any and all amounts payable to ABN prior to such termination.

5. Ownership of Programming Content. In providing Programming Services to Customer, ABN grants to Customer a non-exclusive license to use and show the Programming Content on the Primary Monitor and any Additional Monitors for which Programming Services have been subscribed. With the exception of Customer Content and Network Content, ABN shall have sole and exclusive ownership of all right, title, and interest in and to the Programming 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 right and license expressly and specifically granted to Customer herein. Customer may not show, use, copy, modify, or distribute the Programming Content (electronically or otherwise), including Network Content, or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by ABN.  At the termination of this Agreement or at the end of the Term, ABN shall have to right cease the provision of Programming Services and revoke the license to the Programming Content granted herein without prior notice to Customer.

6. 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 (hereinafter collectively referred to as the "Indemnified Parties") and hold each of them 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 (all of the above being hereinafter collectively referred to as "Liabilities") to which the Indemnified Parties may become subject, arising in any manner out of or in connection with any breach of this Agreement or negligent act or omission of the other party. This Section 6 shall survive termination of this Agreement.

7. Notices. Any notice to be given or served upon any party hereto in connection with this Agreement must be in writing and must be 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, followed by overnight delivery service. Such notice shall be given to the parties hereto as follows: if to Customer, to the address specified on the signature page to the Programming Service Agreement; and, if to ABN, to Brothers Media Group, Inc., 5000 Sawgrass Village Circle, Suite 32, Ponte Vedra Beach, Florida 32082, ATTN: Penny Galloway, Fax No.: (904) 280-2677.

8. Miscellaneuous.

a. ABN's liability for failure to provide Programming Services for any period during the Term shall be limited to the Programming Services Fee pro rated for the period during which Programming Services were not provided. In no event shall ABN's liability hereunder exceed the total amount ABN receives in fees from Customer during the Term of the Agreement. In the event of a dispute arising out of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party, in addition to all other legal and or equitable remedies, the costs of litigation, including reasonable attorneys' fees.

b. No waiver by any party of any default or breach of covenant hereunder shall be deemed to extend to any prior or subsequent default or breach of covenant hereunder or affect in any way any right arising by virtue of any prior or subsequent such occurrence.

c. This Agreement is made with reference to and shall be governed and construed in accordance with the laws of the State of Florida.

d. ABN reserves the right to assign its rights or obligations under this Agreement 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 consent of ABN.

e. Customer agrees to keep confidential and not to disclose any terms set forth in this Agreement to any other party.