TERMS & CONDITIONS

1. Services. Service Provider shall provide to Customer the services (the “Services“) set out in one or more statements of work to be issued by Customer and accepted by Service Provider (each, a “Statement of Work“). The initial accepted Statement of Work is attached hereto as Schedule A. Additional Statement of Works shall be deemed issued and accepted only if signed by the Service Provider Contract Manager (as defined in Section 2.1(a) below) and the Customer Contract Manager (as defined in Section 3.1 below), appointed pursuant to Section 2.1(a) and Section 3.1, respectively.
2. Service Provider Obligations. Service Provider shall:
   • Designate employees or contractors that it determines, in its sole discretion, to be capable of filling the following positions:
     • A primary contact to act as its authorized representative with respect to all matters pertaining to this Agreement (the “Service Provider Contract Manager“).
     • A number of employees or agents that it deems sufficient to perform the Services set out in each Statement of Work, (collectively, with the Service Provider Contract Manager, “Provider Representatives“).
   • Make no changes in Provider Representatives except:
     • Following notice to Customer.
     • Upon the resignation, termination, death or disability of an existing Provider Representative.
     • At the reasonable request of the Customer, in which case the Service Provider shall use reasonable efforts to appoint a replacement at the earliest time it determines to be commercially viable.

3. Customer Obligations. Customer shall:
   • Designate one of its employees or agents to serve as its primary contact with respect to this Agreement and to act as its authorized representative with respect to matters pertaining to this Agreement (the “Customer Contract Manager“), with such designation to remain in force unless and until a successor Customer Contract Manager is appointed.
   • Require that the Customer Contract Manager respond promptly to any reasonable requests from Service Provider for instructions, information or approval required by Service Provider to provide the Services.
   • Cooperate with Service Provider in its performance of the Services and provide access to Customer’s premises, employees and equipment as required to enable the Service Provider to provide the Services.
   • Take all steps necessary, including obtaining any required licenses or consents, to prevent Customer-caused delays in Service Provider’s provision of the Services.
4. Fees and Expenses.
   • In consideration of the provision of the Services by the Service Provider and the rights granted to Customer under this Agreement, Customer shall pay the fees set out in the applicable Statement of Work. Payment to Service Provider of such fees and the reimbursement of expenses pursuant to this Section 4 shall constitute payment in full for the performance of the Services. Unless otherwise provided in the applicable Statement of Work, a deposit fee (50% of the total) will be payable upon receipt of a deposit invoice from Service Provider, but in no event more than 30 days after completion of the Services performed pursuant to the applicable Statement of Work. The balance (50% of total) is to be paid within 30 days of receipt by the Customer of a balance invoice from Service Provider but in no event more than 30 days after completion of the Services performed pursuant to the applicable Statement of Work.
   • Customer shall reimburse Service Provider for all reasonable and approved expenses incurred in accordance with the Statement of Work, within 30 days of receipt by the Customer of an invoice from Service Provider accompanied by receipts and reasonable supporting documentation.
   • Customer shall be responsible for all goods and services, harmonized sales, sales, service, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, provincial, territorial or local governmental entity or regulatory authority on any amounts payable by Customer hereunder; provided, that, in no event shall Customer pay or be responsible for any taxes imposed on, or with respect to, Service Provider’s income, revenues, gross receipts, personnel or real or personal property or other assets.
   • Except for invoiced payments that the Customer has successfully disputed, all late payments shall bear interest at the lesser of the rate of 18% per annum or the highest rate permissible under applicable law, calculated daily and compounded monthly. In addition to all other remedies available under this Agreement or at law (which Service Provider does not waive by the exercise of any rights hereunder), Service Provider shall be entitled to suspend the provision of any Services if the Customer fails to pay any amounts/fees when due hereunder and such failure continues for 7 days following written notice thereof.
5. Limited Warranty and Limitation of Liability.
   • Service Provider warrants that it shall perform the Services:
     • In accordance with the terms and subject to the conditions set out in the respective Statement of Work and this Agreement.
     • Using personnel of commercially reasonable skill, experience and qualifications.
     • In a timely, workmanlike and professional manner in accordance with generally recognized industry standards for similar services.
   • Service Provider’s sole and exclusive liability and Customer’s sole and exclusive remedy for breach of this warranty shall be as follows:
     • Service Provider shall use commercially reasonable efforts to promptly cure any such breach; provided that, if the Service Provider cannot cure such breach within a reasonable time (but no more than 30 days) after Customer’s written notice of such breach, Customer may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 8.2.
     • In the event the Agreement is terminated pursuant to Section 5.2(a), Service Provider shall within 30 days after the effective date of termination, refund to Customer any fees paid by the Customer as of the date of termination for the Service or Deliverables (as defined in Section 6 below), less a deduction equal to the fees for receipt or use of such Deliverables or Service up to and including the date of termination on a prorated
     • The foregoing remedy shall not be available unless Customer provides written notice of such breach within 30 days after delivery of such Service or Deliverable to Customer.
   • SERVICE PROVIDER MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN Section 5.1, ABOVE. ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.
6. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trade-marks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works, moral rights and all other rights (collectively, “Intellectual Property Rights“) in and to all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of the Service Provider in the course of performing the Services, including any items identified as such in the Statement of Work (collectively, the “Deliverables“) except for any Confidential Information of Customer or Customer materials shall be owned by Service Provider. Service Provider hereby grants Customer a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable the Customer to make reasonable use of the Deliverables and the Services.
7. Confidentiality. From time to time during the Term of this Agreement, either Party (the “Disclosing Party“) may disclose or make available to the other Party (as the “Receiving Party“), non-public proprietary and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed (“Confidential Information“); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section 7; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party sources, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in the Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.

If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. For the purposes of this Section 7, Receiving Party shall mean the Receiving Party’s affiliates and its or their employees, officers, directors, shareholders, lawyers, accountants, and financial advisors.

8. Term, Termination and Survival.
   • This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work, unless sooner terminated pursuant to Section 8.2 or Section 8.3.
   • Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party“), if the Defaulting Party:
     • Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach.
     • Becomes insolvent or admits its inability to pay its debts generally as they become due.
     • Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within 7 days or is not dismissed or vacated within 45 days after filing.
     • Is dissolved or liquidated or takes any corporate action for such purpose.
     • Makes a general assignment for the benefit of creditors.
     • A receiver, trust, custodian or similar agent is appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
   • Notwithstanding anything to the contrary in Section 8.2(a), Service Provider may terminate this Agreement before the expiration date of the Term on written notice if Customer fails to pay any amount when due hereunder: (a) and such failure continues for 15 days after Customer’s receipt of written notice of nonpayment; or (b) more than 3 times in any 6 month period;
   • The rights and obligations of the Parties set forth in this Section 8.4 and Section 7, and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.
9. Limitation of Liability.
   • IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
   • IN NO EVENT SHALL SERVICE PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED TWO TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THE APPLICABLE STATEMENT OF WORK.
10. Indemnity. Customer shall indemnify and hold harmless the Service Provider, its affiliates, and their respective directors, officers, employees, agents, representatives, shareholders, successors and permitted assigns against any and all losses, damages, liabilities, deficiencies, actions, judgments, settlements, awards, costs or expenses incurred or sustained by Service Provider based upon or relating to the negligence or willful misconduct of Customer or its employees or agents in connection with any Customer-owned or operated physical premise or facility used in connection with the Services or any events related to the Services, including without limitation any failure by Customer or its employees or agents to comply with any applicable federal, provincial or territorial laws, regulations or codes in the performance of its obligations under this Agreement.
11. Agency of Record. During the Term of this Agreement, Customer names Service Provider as its Agency of Record, and Service Provider shall have the exclusive right to provide the Customer with the Services worldwide. Customer agrees that it will not engage the services of, or otherwise enter into an agreement with, an entity other than Service Provider in connection with services similar to the Services. Customer authorizes Service Provider to be Customer’s agent in connection with the order and purchase of live broadcast services, event production services, or related services on Customer’s behalf.
12. Entire Agreement. This Agreement, including and together with any related Statement of Works, exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The Parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Statement of Work, the terms and conditions of this Agreement shall supersede and control.
13. Notice. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a “Notice“, and with the correlative meaning “Notify“) must be in writing and addressed to the other Party at its address first set out in this Agreement, or to such other address that the receiving Party may designate from time to time in accordance with this Section.

Notices sent in accordance with this Section will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or email, if sent during the addressee’s normal business hours, and on the next business day if sent after the addressee’s normal business hours; and (d) on the 5th day after the date mailed by certified or registered mail by the Canada Post Corporation, return receipt requested, postage prepaid.

14. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
15. Amendments. No amendment or modification of or rescission, termination or discharge of this Agreement is effective unless it is in writing, identified as an amendment to or rescission, termination or discharge of this Agreement and signed by an authorized representative of each Party.
16. Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
17. Assignment. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Service Any purported assignment or delegation in violation of this Section 17 shall be null and void. No assignment or delegation shall relieve the Customer of any of its obligations under this Agreement. Service Provider may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of the Service Provider’s assets without Customer’s consent.
18. Successors and Assigns. This Agreement is binding upon and inure to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
19. No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
20. Choice of Law. This Agreement, including all schedules, attachments and appendices attached to this Agreement, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to the conflicts of law’s provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the Province of Ontario.
21. Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all Schedules, schedules, attachments and appendices attached to this Agreement, and all contemplated transactions, including contract, equity, tort, fraud and statutory claims, in any forum other than the courts of the Province of Ontario. Each Party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. The parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. Each Party agrees that a final judgment in any such action, litigation or proceeding is conclusive and may be enforced in other jurisdiction by suit on the judgment or in any other manner provided by law.
22. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary in Section 12, a signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
23. Cancellation

Unless otherwise provided in the applicable Statement of Work:

• In the event of cancellation by Customer of a Statement of Work, for any reason, within thirty (30) business days of the event described in the applicable Statement of Work (the “Applicable Event”), the deposit fee mentioned in Section 4.1 shall not be refunded by Service Provider to Customer.
• In the event of cancellation by Customer of a Statement of Work, for any reason, within ten (10) business days of the Applicable Event, the full amounts as set out in Section 4.1 shall be owed by Customer to Service Provider.
• In the event that Customer postpones the Applicable Event, it is hereby agreed by the Parties that Customer shall be wholly responsible for the reimbursement to Service Provider of any additional costs incurred by Service Provider as a result of such a postponement.

24. Force Majeure. The Service Provider shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Service Provider including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of 60 days, the Customer shall be entitled to give notice in writing to Service Provider to terminate this Agreement.