| Whereas,
The SPACECONNECTION, Inc. ("SPC") has available C-Band
and Ku-Band, analog and digitally compressed transponders (referred
to herein as "Transponder Capacity" or "Capacity")
for Video, Audio, Data and Internet satellite transmission services.
Whereas, Customer (referred to herein as "User") is
willing to obtain from SPC and SPC is willing to provide to User,
a certain portion of the Transponder Capacity pursuant to the
terms and conditions as set forth below:
In consideration of the foregoing premises and mutual convenants
and agreements hereinafter set forth, SPC and User hereby agree
as follows:
1. Provision of Capacity. SPC hereby agrees
to provide to User, and User hereby agrees to accept from SPC
a certain portion of the Transponder Capacity. Each confirmed
use of the Transponder Capacity shall be confirmed in writing,
except for Day Of Air (DOA) services, which may require a verbal
understanding between the parties due to certain time constraints.
2. Confirmation. User may contact SPC
via telephone or in writing to request services. Inquiries are
held open until one of the following occurrences:
a
User converts inquiry to a firm order.
b
An inquiry is challenged, at which time, the User has 24 hours
after notification by SPC to firm book order or release request.
c
Auto Drop - Satellite carriers and certain vendors automatically
drop inquiries 72 hours prior to scheduled feed. Should
the User’s request be placed on one of the SPC’s
in-house transponder(s), then the inquiry will drop at 12 Noon
Eastern Time (ET) one business day prior to service.
3.
Usage. For Transponder Capacity, the minimum
usage period for any individual use of the Transponder Capacity
is fifteen (15) minute increments except when the satellite carrier
maintains a policy of minimum usage period greater then SPC’s
policy.
4. Cancellations & Amendments. SPC’s
cancellation and amendments policies for in-house or out-of-house
transponder capacity are summarized below.
a
Firm orders placed on SPC’s inventory that are cancelled
15 days to 30 days prior to scheduled date are subject to a
50% cancellation fee. If order is cancelled less than 15 days
prior to scheduled feed date, a 100% cancellation fee will apply.
b
Feeds Bought On Challenge (BOC) on SPC’s inventory are
FIRM orders and may NOT be changed, amended or cancelled.
All BOC orders will incur 100% charges.
c If a Customer extends or moves the scheduled
service
period to another time frame on the same SPC transponder within
the same calendar day as the initial booking, no cancellation
charges or penalties will apply. If the customer shortens
the scheduled service period, cancellation charges apply to
the difference between the initial and shortened service periods.
d
Firm orders placed for transmission services outside SPC’s
inventory will be subject to individual vendor’s cancellation,
bought on challenge and amendment policies.
5.
Start Times, End Times & Approximate End Times.
a
Customer must comply with all scheduled start and end times.
Approximate end times may be requested on SPC’s inventory.
b
All unauthorized "over runs" are subject to additional
charges and may incur further penalties and damages.
c
All "no shows" of firm orders without notification
will be billed to include the approximate end times, if applicable.
6.
Goodnights.
All "Goodnight" times must be called in to SPC as soon
as possible upon completion of feed. If a "Goodnight"
is not received within 24 hours of the feed, the full time booked
plus any approximate end time will be billed.
7.
Preemption.
All occasional services are subject to immediate preemption in
case of technical or catastrophic failure. Additionally, satellite
carrier and/or SPC may preempt service with advance notice of
30 or more days prior to scheduled feed date.
8.
Scope of Services.
a
SPC is solely arranging Transponder Capacity and SPC’s
maximum liability shall not exceed the purchase amount of the
space segment ordered by the customer.
b
SPC will coordinate third party facilities on a customer’s
behalf. However, SPC assumes no responsibility or liability
for performance of third party services; i.e. uplink, downlink,
terrestrial, production, etc.
9.
Payments and Obligations of User. All
payments which User is obligated to make to SPC under this agreement
shall be made to SPC at the place designated for payment in Section
19 hereof, and shall be deemed made by User only upon actual receipt
of payment by SPC. If any payment for use of the Capacity shall
not be received by SPC within thirty (30) days upon receipt of
invoice, then such overdue amount(s) shall be subject to delinquency
charge(s) at the rate of 18% per annum or the highest legally
permissible rate of interest, until the date it is actually received
by SPC. User agrees that acceptance of such delinquency charge(s)
by SPC shall in no event constitute a waiver by SPC of User’s
default with respect to such overdue amount nor shall it prevent
SPC from exercising any or all other rights or remedies it may
have.
10.
Credit Terms.
a
All orders are payable in advance unless a credit arrangement
has been accepted and approved by SPC.
b
Standard credit terms are Net 30 days. Amounts past due are
subject to 1.5% interest per month.
c
SPC reserves the right to immediately cancel credit terms to
any customer with a balance that exceeds 30 days.
d
If collection procedures commence, the User shall pay all costs
including reasonable attorneys fees.
e
To apply for Credit Terms, complete the Credit
Application* and fax to
(818) 754-1108.
11.
Representations and Warranties.
a
SPC and User each represent and warrant to the other that it
has the right, power and authority to enter into and perform
its obligations, and it has taken all requisite corporate or
partnership action, as appropriate, to approve the execution,
delivery and performance and agree to the valid and binding
obligation upon itself in accordance with the terms.
b
SPC shall not be liable for acts of God, military or civil insurrection,
union disputes, forces of nature, or for any cause that is beyond
the reasonable control of SPC. User agrees to pay full price
for any interruption of Capacity caused by such occurrences.
However, User shall not be obligated to pay for any services
that are preempted by the satellite carrier.
12.
Title to Transponders. This transaction
shall not, and shall not be deemed to, convey title of any kind
to any of the Transponders to User.
13.
User or Third Party Interference.
a
All transmissions to and from the satellite made by User or
other persons operating on or on behalf of the User (Uplink
agent) in connection with services acquired from or through
SPC shall comply with all the rules and regulations of the Federal
Communications Commission (FCC) and other governmental agencies
or authorities applicable to User and/or each Uplink agent.
User and /or Uplink agent will follow the established practices
and procedures for frequency coordination and will not utilize
the used Capacity in a manner which, under standard engineering
practices, would or might interfere with the use of any transponder
or cause physical harm to any transponder or the satellite.
If, in SPC’s or the satellite carrier’s judgement,
User’s or any Uplink agent’s transmissions to or
from the satellite, or utilization of the used Capacity, interfere
with or cause physical harm to any transponder or satellite,
User agrees to cease or cause to be ceased immediately all transmissions
to the used Capacity upon notice thereof by SPC or the satellite
carrier until such time as such transmissions or utilization
shall not, in SPC’s or the satellite carrier’s judgement,
interfere with and shall not cause physical harm to any transponder
or satellite. In addition to SPC’s other rights
and remedies, the User agrees that its rights to use Transponder
Capacity shall be subject to SPC’s right to terminate
any User agreement and all of User’s rights and to take
such action as may be necessary, appropriate or desirable to
terminate any such interference or physical harm by User or
Uplink agent.
b
To ensure that User’s and each Uplink agent’s transmissions
to and from the satellite and User’s utilization of the
capacity (whether directly or through an Uplink agent) does
not so interfere with or cause physical harm to any transponder
or satellite, User and each Uplink agent, prior to any transmission
to the satellite, must satisfy the uplink access requirements
set forth by carriers. Further, without limiting the generality
of the foregoing, if User use involves video broadcasting, User
agrees to comply in all respects with Section 25.308 of the
FCC rules regarding Automatic Transmitter Identification Systems
or ATIS.
14.
Government Regulations. User will
comply in all material respects with all government regulations
applicable to User regarding the operation of the satellite, uplink,
or its use of the Capacity.
15.
Pre-emptive Rights. The Transponder
Capacity provided herein is not protected and User acknowledges
and agrees that it may be necessary, in unusual or abnormal technical
situations or conditions, for the Satellite Carrier to deliberately
preempt or interrupt User’s use of the Transponder Capacity
in order to protect the overall performance of each satellite
or its contractual obligations to third parties. The satellite
carrier, at its sole discretion shall make such decisions.
16.
Taxes & Fees. If any taxes and/or
fees are asserted against SPC after or as a result of User’s
use of SPC’s services, by any local, state, national, or
international, public or quasi-public governmental entity, User
shall be solely responsible for such taxes and/or fees.
17.
Limitation of Liability. Any and
all expressed and implied warranties relating to the Transponder
Capacity, including but not limited to, warranties or merchantability
or fitness for any purpose or use, are expressly excluded and
disclaimed. In no event shall SPC be liable for any incidental
or consequential damages (including, but not limited to, lost
profits), regardless of the foreseeability thereof, occasioned
by the termination of User’s rights to use, or the preemption
of or the failure of, the Transponders by any other cause or matter
whatsoever. SPC makes no warranty, expressed or implied,
to any person or entity, other than User concerning the Transponder
Capacity and User shall defend, indemnify and hold harmless SPC
from any claims made under a warranty or representation by User
to any third party.
18.
Applicable Law and Entire Agreement. The
existence, validity, construction, operation and effect of this
arrangement shall be determined in accordance with and governed
by the laws of the State of California.
19.
Notices & Forms of Payment. All notices
and other communications from the User shall be in writing.
All payments shall be deemed received upon SPC’s acknowledgment.
Acceptable forms of payment include checks, wire transfer and
other forms of legal tender in U.S. currency.
If
Payment or Correspondence via United States Postal Service:
The
SPACECONNECTION, Inc.
P.O. Box 6067
Burbank, CA 91510-6067
If Payment or Correspondence via Overnight Delivery:
The SPACECONNECTION, Inc.
10530 Victory Blvd.
North Hollywood, CA 91606
Tel: (818) 754-1100
Fax: (818) 754-1112
If Wire Transfer of Funds:
The
SPACECONNECTION, Inc.
Manufacturers Bank
21550 Oxnard Street
Woodland Hills, CA 91367
Branch #: 10
Account #: 7000071697
Routing #: 122226076
Contact #: (818) 227-4500
If
Payment by Credit Card
MasterCard
or Visa and American Express accepted:
Complete the Credit
Card Authorization Form* and fax with
all requested documentation to
(818) 754-1108
20. No Transfer. User shall not and shall
not have the right to, grant, sell, assign, encumber, permit the
utilization of, license, lease, sublease or otherwise convey,
directly or indirectly, in whole or in part (individually, a "Transfer"),
any of the User’s Transponder Capacity or any of its rights
under this agreement to any other entity or person.
21.
Legal Expenses. If any legal action, arbitration
or other proceeding is brought for the enforcement of this Agreement,
or because of an alleged or actual dispute, breach, default or
misrepresentation in connection with any of the provisions of
this agreement, the prevailing party shall be entitled to recover
reasonable attorneys’ fees and other costs and expenses
incurred in such action or proceeding in addition to any other
relief to which such party may be entitled.
*IMPORTANT
* PLEASE READ*
Summary
of Principle Carrier Imposed Terms and Conditions.
The
User should be aware that the satellite carriers impose, both
by contract and operating rules, a significant body of terms and
conditions that apply to all Users. The SPACECONNECTION, Inc.
is bound by all such provisions and is not and cannot be responsible
for any service disruptions or attendant damages that result from
implementation of the carriers’ rules. Nor can The
SPACECONNECTION, Inc. be responsible for any disruption or attendant
damages that result from any action or inaction of a carrier or
from equipment failures where the carrier is by contract or rule
absolved from responsibility or damages.
Many of the satellite carrier’s contract provisions and
rules are well known throughout the industry and it is the User’s
responsibility to inquire and be informed of all such provisions
and rules. This summary is provided for your convenience and should
not be relied upon as all inclusive with respect to your booking
with The SPACECONNECTION, Inc. However, if you have specific questions
upon reviewing this summary we will be pleased to assist you.
It is in your best interest to become familiar with the various
carrier provisions, particularly those relating to operational
procedures, catastrophic failures and preemption conditions.
Thank you for your interest.
Sincerely,
The SPACECONNECTION, Inc.
*
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