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This GUESTV Service Agreement ("Agreement") is entered into by and between Customer, as defined above, and GUESTV Inc. (GTV), a Florida corporation. The effective date of this Agreement is the date Customer electronically signs this Agreement.


1.  DESCRIPTION OF SERVICES.  GTV will provide to Customer the services listed above under Order Information (Services).  GTV will deliver the proprietary software and hardware that generate the Services (Equipment) to the address listed above under Shipping Information.  Customer is responsible for Equipment installation unless customer elects the GTV onsite installation option.


2.  PAYMENT FOR SERVICES.  Customer shall pay GTV for the Services in monthly payments as shown above under Order Information.  Customer shall pay all taxes associated with the delivery and use of the program data.


3.  TERM.  The initial term shall begin on the date of service activation and shall continue for the period of time indicated in the section above entitled "Order Information."  This Agreement shall automatically renew for successive terms of the same duration as the initial term, except for the sixty (60)month term, which will renew monthly, unless either party provides the other written notice of termination at least sixty (60) days prior to the expiration of the initial term or any successive term. The monthly installment payments shall adjust to the then current rates charged by GTV with each renewal of this Agreement.


4.  PERMITTED USE.  GTV grants to Customer a non-exclusive license to use the program data solely as part of Customers private cable system.  Customer shall not edit, alter, modify, sublicense, resell or otherwise redistribute the program data without the prior written consent of GTV. Customer acknowledges and agrees that if the program data becomes unavailable for any reason, GTV, at its sole and absolute discretion, may either provide substitute data or reduce the fees payable by Customer under this Agreement on a pro rata basis. 


5.  PROPRIETARY INTEREST.  Customer acknowledges that GTV holds proprietary rights in and to the program data. Customer shall not, by virtue of this Agreement or by virtue of its access to the program data, obtain any license, copyright or other proprietary right or interest in or to the program data except for the rights specifically granted herein.   


6.  EQUIPMENT & SOFTWARE. Upon termination of this Agreement, all GTV software, manuals, drawings and other related documents provided to Customer by GTV shall be deleted from the Equipment and Customer may not use such software, manuals, drawings and other related documents for any purpose thereafter.


7.  CONTENT AND ADVERTISING.  Customer acknowledges that the Client System has the ability to display advertising and other content in the form of banners and videos.  Customer agrees that the decisions whether to display such advertising and content shall be made in the sole and absolute discretion of GTV.  To the extent any content is supplied by, or on behalf of Customer, then GTV shall have the right to refuse to display such content if GTV determines, in its sole and absolute discretion, that such content is offensive, potentially violative of applicable laws, or otherwise objectionable.  Customer further agrees that any revenue derived from such advertising and/or content placed by GTV shall belong solely to GTV and Customer shall make no claims to such revenue; nor shall Customer object to the quantity, duration or subject matter of the advertising and other content displayed on the Client System. 


8. INSURANCE.  Customer shall add any GTV-leased equipment to its general casualty insurance, and provide evidence of this coverage to GTV upon request. Customer shall be responsible for damage to or loss of GTV-leased equipment at the Customers Site, including losses that may occur during installation, removal or return to GTV.


9. CONFIDENTIALITY.  In consideration of the services provided herein, both parties shall keep confidential any information provided by the other party and marked as confidential whether transmitted in print, by email or any other media.  Customer shall also keep confidential all software, manuals, instructions, and technical documentation provided by GTV, whether or not marked confidential, and shall not allow any other party access to the Equipment, physically, by disk drive access or by communications network, nor allow the units to be photographed, nor disclose any photograph, diagram or other image of the Equipment to any other party.  Both parties agree to return any confidential information to the other party upon request.  The terms of this paragraph shall survive the termination of this Agreement.  Each party agrees to maintain the terms of this Agreement with its representatives, employees and agents.  It is agreed that money damages may not be a sufficient remedy for any breach of the terms of this Paragraph as they relate to GTVs technology and practices, and therefore GTV shall be entitled to equitable relief, including without limitation injunction and specific performance, in the event of any breach of this terms of this Paragraph.


10.  WARRANTY. Customer acknowledges that the program data is provided by GTV in good faith from information compiled and supplied by unrelated third parties.  Except as expressly provided herein, GTV makes no express or implied warranties to Customer or any other person or entity with respect to any information, content or other materials provided or made available hereunder and disclaims all implied warranties, including without limitation, warranties of merchantability, fitness for a particular purpose and noninfringement.


11.  TERMINATION.  In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written or electronic notice to the defaulting party.  This notice shall describe with sufficient detail the nature of the default.  The party receiving such notice shall have 30 days from the effective date of such notice to cure the default(s).  Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.  If the Customer is the defaulting party, then the Customer shall be responsible for the obligations of this Agreement unless otherwise agreed upon by both parties. 


12. FORCE MAJEURE.  Neither GTV nor Customer shall have any liability for the failure to perform or delay in performing any of its obligations hereunder if such failure or delay is the result of any labor dispute, strike, boycott, flood, hurricane, fire, public emergency, revolution, insurrection, riot, war, unavoidable mechanical failure, interruption in the supply of electrical power or any other cause beyond the control of such party whether similar or dissimilar to the causes set forth herein.


13.  SEVERABILITY.  If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable.  If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.


14.  AMENDMENT; WAIVER. The provisions of this Agreement cannot be amended, supplemented, or changed, nor can any of its provisions be waived, except by a written or electronically signed by the party against whom enforcement is sought. No waiver of a breach of this Agreement shall be deemed to constitute a waiver of any further breach.


15.  GOVERNING LAW.  This Agreement shall be construed in accordance with the laws of the State of Florida.


16.  NOTICE.  Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the Customer address set forth in this Agreement or to such other address as one party may have furnished to the other in writing.


17.  ASSIGNMENT.  Customer may not assign or transfer this Agreement without the prior written consent of GTV, which consent shall not be unreasonably withheld.  GTV may assign this Agreement without the consent of Customer.


18.  SURVIVAL; SUCCESSORS AND ASSIGNS.  Paragraphs  6,  ,9, 11 and 16 of this Agreement shall remain in full force and effect after the effective date of any termination of this agreement.  This Agreement shall be binding on the Parties and their Representatives and shall inure to the benefit of the successors and assigns of the Parties.



Defense.  Each Party (the Indemnitor) shall defend or settle at its expense any claim against the other Party (the Indemnitee), its affiliates, directors, officers, employees and agents, to the fullest extent permitted by law, arising out of or in connection with (i) an assertion that the information, content or other materials or services provided or made available by the Indemnitor or the use thereof as specifically authorized by the Indemnitor, infringe any copyright or trademark rights of any third party, or are a misappropriation of any third partys trade secret, contain any libelous, defamatory, disparaging, pornographic or obscene materials, or are otherwise actionable; (ii) any breach by Indemnitor of its obligations under this Agreement; and (iii) any content of, or statements made, by Indemnitor on the Indemnitors marketing materials or web site.

Indemnity.  The Indemnitor shall indemnify and hold harmless the Indemnitee against and from losses, damages, costs, and reasonable attorneys fees, if any, incurred in defending and/or resolving such suit; provided that (i) the Indemnitor is promptly notified in writing of such claim or suit, (ii) the Indemnitor shall have the sole control of the defense and/or settlement thereof, (iii) the Indemnitee furnishes to the Indemnitor, on request, information available to the Indemnitee for such defense, and (iv) the Indemnitee cooperates in any defense and/or settlement thereof as long as the Indemnitor pays all of the Indemnitees reasonable out of pocket expenses and attorneys fees. The Indemnitee shall not admit any such claim without prior consent of the Indemnitor.


20.  NO JOINT VENTURE CREATED.  Nothing in this Agreement or its performance shall be construed as creating a joint venture, partnership or agency between Customer and GTV.


21. JURISDICTION AND VENUE.  Each party irrevocably consents to the exclusive jurisdiction of the Superior Court of the State of Florida, County of Broward in any action arising out of, or in connection with, this Agreement or any transaction contemplated by this Agreement. Each party further agrees that personal jurisdiction may be effectuated upon it by service of process by registered or certified mail to the then effective address for notices, and that when service is so made, it shall be as if personal service was effectuated within the State of Florida.


22.  ARBITRATION.  Any dispute arising out of, or in connection with, this Agreement shall be submitted to the American Arbitration Association for resolution. The arbitration shall take place in Broward County, Florida, and all of the fees and costs of the arbitration shall be shared equally by the parties. Attorney fees may be awarded to the prevailing party at the discretion of the arbitrator, but the arbitrator shall have no power to alter or amend this Agreement or to award any relief inconsistent with the provisions herein or unavailable in a court of law.


23.  LIMITATION OF LIABILITY.  GTV shall not be liable for any loss or damage to Customer arising by reason of any failure of, or damage caused by any of the equipment provided by GTV pursuant to this 

Agreement, or by the non-delivery, delay or interruption in delivery of the program data due to circumstances beyond the control of GTV, which shall include without limitation, failure of communication equipment and/or failure of the program data provider to GTV. IN NO EVENT SHALL GTVS LIABILITY TO CUSTOMER OR ANY OTHER PARTY FOR MISTAKES, ERRORS, NEGLIGENCE, OR OMISSIONS IN THE PERFORMANCE OF THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER DURING THE INITIAL TERM OF THIS AGREEMENT.  IN NO EVENT SHALL GTV BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LOST-PROFIT DAMAGES.


24.  ENTIRE AGREEMENT.  This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement.  This Agreement supersedes any prior written or oral agreements between the parties.


25.  ELECTRONIC SIGNATURE.  The Parties acknowledge and agree that an electronic signature of this Agreement of each Party shall have the same effect as a handwritten signature. A signed copy of this Agreement delivered by facsimile, electronic mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. 


Version 9.0aFL

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