1. SCOPE OF AGREEMENT. These TERMS and CONDITIONS together with the attached quote, and any written agreements between the parties concerning the subject matter hereof (and expressly made a part hereof) contain the entire agreement (the “Agreement”) between the parties with respect to the subject matter hereof.

2. DEFINITIONS. “Content” means data, text, audio, video, graphics, photographs, artwork and other technology and materials.

“Customer Content” is any Content owned or licensed by Customer.

“Intellectual Property ” means: (i) trademarks, service marks, trade dress and trade names; (ii) domain names; (iii) copyrights; (iv) product configuration or design rights; (v) patents; (vi) plans, designs, and engineering information pertaining to equipment, processes, methods, or techniques; (vii) trade secrets; (viii) database rights, know-how and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign; and (ix) rights in and to all applications, patents and registrations relating to any of the foregoing.

“Production” means video crews, lighting, , event execution and related production services provided by CDI.

3. PRICE & PAYMENT. Customer shall pay the fees and costs set forth in the quote. Costs and direct expenses will be billed with standard markup. Prices are subject to change upon reasonable notice.

4. PAYMENT TERMS and DEFAULT. All charges must be paid prior to the performance of services unless (i) credit has been approved before services are rendered, or (ii) other payment terms have been agreed to in writing by the parties. Invoices not paid when due will be subject to interest at a rate of the lesser of 1.5% per month or the maximum legal amount. Any expenses of collection (including, without limitation, attorney’s fees, collection agency fees and disbursements) will be borne by the Customer. Any claims for adjustments in connection with any invoice must be presented to CDI in writing within ten (10) days from the date of such invoice. A CDI credit manager may accept company checks upon approval. In the event Customer fails to make any payment when due hereunder, Customer shall have a fifteen (15) day period to cure such payment default after notice from CDI thereof. If Customer fails to cure such default within said fifteen day cure period, title to the Customer Content and any materials, as well as the right to use, sell, duplicate, or syndicate all or any part of the Customer Content shall be vested in CDI without any further action on the part of Customer or CDI irrespective of whether Customer, CDI or any third party has physical possession of such Content. In the event such default is not cured within the fifteen day cure period, Customer agrees to execute any instruments or documents necessary to vest such title and rights in CDI, and Customer hereby irrevocably appoints CDI as its attorney -in-fact to execute such instruments or documents (which appointment shall be coupled with an interest). CDI shall be entitled to sell such Content. The proceeds of the sale, after paying the expenses thereof, shall be applied toward the indebtedness and accrued charges, and Customer shall pay the difference to CDI. Customer waives the right to receive notice of services ordered and notice of materials ordered for the account of Customer by persons authorized to place such orders. In addition, default of any payment due hereunder shall release CDI of any obligation to complete an Quote until the total price is paid in full

5. TAXES. Prices do not include existing or future taxes.

6. OVERTIME. Overtime charges may be incurred for the portion of any session continuing more than 10 hours. Overtime charges shall be at rates set forth from time -to-time by CDI.

7. CANCELLATIONS. Cancellation charges for less than 72 hours notice are: 50% of price if notice is received less than 72 hours but more than 24 hours in advance of scheduled time; 100% of price if notice is received less than 24 hours in advance of scheduled time. Any out-of-pocket costs, prepaid costs, and non-cancelable obligations (including, but not limited to, non-cancelable independent contract labor) incurred by CDI prior to cancellation will be passed directly to Customer.

8. STANDBY TIME. Waiting time caused by the need for unscheduled additional equipment, or by Customer’s inability to begin a session on time, will be charged at rates set forth by CDI.

9. STORAGE. At Customer’s request, sole risk and expense, CDI may store Customer Content. Customer agrees to indemnify and hold CDI harmless from any liability arising out of or connected with the destruction, erasure, reuse or other disposition of such Content. This Section 9 applies to incidental storage and does not apply to Agreements that include storage of digital Content or digital asset management as one of the services provided by CDI.

10. PRESS RELEASES AND PROMOTIONAL MATERIALS. Customer shall submit to CDI any marketing, advertising, press releases, or other promotional materials that use CDI’s names, logos, or other identifying marks for approval before the first use of such materials. Customer shall comply with CDI’s rules for the appearance of such names, logos, or other identifying marks as provided in writing from time to time, and shall make any reasonable changes in such use as requested. CDI shall have the right to exhibit Customer Content to others for promotional purposes. Customer recognizes that CDI facilities and services are open to persons who may be in competition with Customer and Customer acknowledges that it has no expectation that its Content will be secure from being viewed by such competitors. Accordingly, CDI will not be liable for any damages arising from the inadvertent exhibition of Customer’s Content to other persons. If so requested by CDI, Client grants CDI the right to photograph and/or videotape Client and the Production. Client acknowledges and agrees that CDI may use such stills and/or videotape materials for any exhibition and/or to advertise, promote and publicize the Premises. Furthermore, Client will use its best efforts to assist CDI in obtaining any additional releases from Client’s talent or crew as may be necessary for such use by CDI.

11. QUALITY ASSURANCE. CDI shall provide (i) the ability for users to access the Customer Content, and (ii) a high quality feed, where quality is defined as the ability to discern events being broadcast. If CDI materially fails to satisfy reasonable quality, then Customer has the right to require that CDI suspend production/distribution of Customer Content until such failure has been cured.

12. INSURANCE. Customer agrees to insure fully, at its own expense, materials and Customer Content, whether delivered to, deposited with, or created by CDI against all insurable risks including damage or destruction by the negligence of CDI, its employees, subcontractors or agents. Such insurance shall insure against any and all losses (including incidental and consequential losses) for which insurance is available, and the insurance policy shall provide that the insurer waives all claims of subrogation against CDI, its employees, subcontractors or agents. CDI shall in no event be liable for any loss or damage that was, or could have been, covered by insurance. Customer shall also insure all CDI equipment, facilities and vendors used by Customer under this Agreement, for its replacement value, and shall provide these Certificates of Insurance therefore, naming CDI as an additional insured:

A. Commercial General Liability Insurance (including contractual and products/completed operations liability) and Automobile Liability insurance (for all vehicles) with minimum limits of $2,000,000 combined single limit per occurrence, protecting Client, CDI, their related, affiliated and subsidiary companies and the officers, directors, agents, employees and assigns of each of the foregoing, from claims for personal injury (including bodily injury and death) and property damage that may arise from or in connection with the use of the Facilities hereunder or from or out of any act or omission of Client, its officers, directors, employers, agents or contractors.

B. Third Party Property Damage insurance with limits of not less than $1,000,000 for any one accident, and

C. All-RiskProperty insurance, including without limitation extended coverage for the full replacement value of all equipment rented to Client, with no deductions applicable thereto.

D. All insurance required in this Section shall: (i) be in companies and on forms acceptable to CDI, (ii) provide that the coverage thereunder may not be reduced or cancelled unless thirty (30) days unrestricted prior written notice thereof is furnished to CDI, (iii) be primary and not contributory, (iv) be on an occurrence basis, (v) name CDI, its related, affiliated and subsidiary companies and the officers, directors, agents, employees and assigns of each, as additional insureds, (vi)contain a waiver of subrogation with respect to the additional insureds. CDI also shall be named as sole loss payee with respect to the All-Risk Property coverage. Certificates of insurance (or copies of policies) shall be furnished to CDI at least two (2) business days prior to commencement of Client’s use of CDI services hereunder.

13. BACK-UPS. CDI recommends that Customer retain in its possession duplicates of all Customer Content delivered to or created by CDI. CDI shall not be liable for any loss, damage or destruction of any Customer Content or materials while in transit or in possession of CDI, (i) resulting from any defective Content, products or equipment delivered, produced or provided by CDI, or (ii) resulting from any negligence or breach of duty (contractual or otherwise) by CDI, its employees, or subcontractors, including, without limitation, improper storage, processing, packing, inoperable equipment, delay in delivery or shipment, or errors in shipment or labeling. However, if any loss, damage or destruction to any Customer Content or materials occurs while they are in the possession of CDI (but not in transit) and if such loss, damage or destruction is caused solely by the negligence of CDI, CDI’s liability shall be limited to a similar quantity and quality of unexposed raw stock or blank tape in the quantity and quality of the Customer Content or material lost, damaged or destroyed.

14. CONTENT OWNERSHIP AND WARRANTY. Customer hereby warrants, represents, and covenants to CDI that the Customer Content and any portion thereof do not in any way violate any laws or regulations, or infringe upon or misappropriate any Intellectual Property or proprietary rights of any third party, including, without limitation, copyright, trademark, obscenity, rights of publicity or privacy, and defamation laws. Customer also warrants that it has the right to possess and use all Customer Content delivered to CDI by Customer or for Customer’s account. Customer shall indemnify and hold CDI harmless from any liability arising out of or in connection with the publication, processing, use, duplication, distribution or exhibition of Customer Content including without limitation, any liability for libel, slander, defamation, invasion of privacy or infringement of any Intellectual Property right. Upon written request from CDI, Customer agrees at Customer’s sole expense promptly to defend any claim, demand, and action or proceeding to which CDI may be a party arising out of or in connection with any of the foregoing. Except as stated otherwise in the Agreement, all present and future rights, title and interest to a party’s Intellectual Property, including any rights in and to any information or works contributed by a party under this Agreement, shall at all times be and remain the sole and exclusive property of such party.

15. LIMITATION OF LIABILITY. THE LIABILITY OF EACH PARTY HERETO FOR ANY BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AGGREGATE AMOUNTS ACTUALLY PAID OR OWED BY CUSTOMER TO CDI UNDER THIS AGREEMENT (EXCEPT FOR AMOUNTS PAYABLE UNDER THE INDEMNITY PROVISIONS HEREOF). IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE PAYMENT OF ANY MONIES OWED FOR SERVICES ACTUALLY PERFORMED UNDER THIS AGREEMENT, NEITHER PARTY SHALL BE HELD LIABLE OR RESPONSIBLE TO THE OTHER PARTY, NOR BE DEEMED TO HAVE DEFAULTED UNDER OR BREACHED THIS AGREEMENT, FOR FAILURE OR DELAY IN FULFILLING OR PERFORMING ANY TERM OF THIS AGREEMENT TO THE EXTENT, AND FOR SO LONG AS SUCH DELAY IS CAUSED BY ANY FORCE MAJEURE EVENTS, PROVIDED THAT AND FOR SO LONG AS THE PARTY SO AFFECTED HAS USED AND CONTINUES TO USE ITS BEST EFFORTS TO PERFORM DESPITE THE FORCE MAJEURE EVENT.

16. RIGHT TO REFUSE SERVICE. CDI may refuse, without liability, to perform services regarding Content, which CDI in its sole discretion deems unlawful, obscene or degrading.

17. NO OTHER WARRANTIES. EXCEPT AS SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

18. INDEMNIFICATION. Each party shall, at its own expense, indemnify, defend, and hold harmless the other party, and such party’s employees, directors, officers, representatives, and agents against any claim, suit, action, liabilities, costs, and expenses, including any other proceeding brought by a third party to the extent that such claim is based on or arises from the breach of any representation, warranty, or covenant of the indemnifying party contained in this Agreement. In addition, Customer shall indemnify, defend, and hold harmless CDI against any claim that the Customer Content infringes any Intellectual Property right of any third party, or any right of publicity or privacy, or is libelous or defamatory.

19. TERMINATION for BREACH. If Customer becomes or is in breach of any term of this Agreement, CDI reserves the right on written notice to the Customer to terminate this Agreement without incurring liability to the Customer and without prejudice to CDI’s rights which may have accrued prior to the date of termination.

20. FORCE MAJEURE. Neither party shall be liable for any failure or delay in its performance under the Agreement due to causes beyond its reasonable control, including but not limited to: acts of God, acts of civil or military authority, fires, floods, earthquakes, riots, wars, sabotage, acts of terrorism, network failures, error in the coding of electronic files, software limitations, inability to obtain telecommunications or Internet services, governmental actions or acts of hackers or vandals, including denial of service attacks, provided, however, that such affected party takes reasonable efforts to mitigate the effects of such causes.