19-130.00 Spectrio Services: On-Hold Music & Messaging 19- 130
DocuSign Envelope ID F3595764-F4B74579-9004-3EE4A6DOAA69
SPECTRIO SERVICES AND HARDWARE AGREEMENT
FOR BUSINESS ESTABLISHMENTS
This SPECTRIO SERVICES AND HARDWARE AGREEMENT(the"SSHA")is entered into by and between Spectrio, LLC
("Spectrio"),a Delaware limited liability company headquartered at 4033 Tampa Road, Suite 103,Oldsmar,FL 34677 and the party
identified in the Order Form below as"Client"for the client premises set forth in the Order Form for services set forth in Exhibit A
(the"Spectrio Services")subject to the Standard Terms and Conditions for Business Establishments attached hereto as Exhibit B(the
"Standard Terms") All Exhibits attached hereto are hereby incorporated by reference into and made a part of this SSHA.Each of
Spectrio and Client is a"Party"and are,collectively,the"Parties"This SSHA commences as of the Effective Date specified in
Exhibit A attached hereto.
ORDER FORM
Client Name City of Spokane Valle)
Client Billing Address Mark Calhoun
10210 E.Sprague Avenue
Spokane Valley Washington 99206
Pnrnary Contact Name(PCN) Murk Calhoun PCN Title.
PCN Phone: (5091 720-5411 PCN Fax
PCN Email jkleingarinerrmspokanevalle).org PCN Cell
Client Premises Ciq of Spokane Valley
Mark Calhoun
10210 E Sprague Avenue
Spokane Valley Washington 99206
Store#
Primary Brand
Additional Notes
ACCEPTED AND AGREED 70 BY:
CLIENT
Signature ��I W IK-11N VLI7Lv
Panted Name Mark Calhoun
Tule
111 ',t/V�
Date. -y 2.44
Pair .r, Clients Innis
DocuSign Envelope ID F3595764-F4B7-4519-90C4-3EE4A6DOAA69
EXHIBIT A
SPECTRIO SERVICES,PRODUCTION&EQUIPMENT
I.SERVICES,PRODUCTION&EQUIPMENT TO BE PROVIDED:
Serowe,Production&Hardware Quantity Production Frequency Price
Activation Only I 0 0.(1
On-Hold Marketing Service Quarterly Updates I 0 Quarterly 40 0
Broadband Requirements Client will receive the Spectrin Services via Internet delivery Client is responsible for providing network bandwidth and an open Ethernet
port dedicated solely to deinery of the Spectrio Services during the applicable time periods set forth herein,at Client's sole expense Delivery of the Spectno Services
is contingent upon Clients compliance with this obligation
II.FEES:
Total of Locations I
Total Service Fee Monthly 1.4(1,00
Total Hardware Fee: MO
Total One-Time Fee. 00
A. Installation and Activation Fee.Client will pay Spectrio the following one-time fee for the installation and configuration of the Equipment
identified in Section II for each Client Premise identified in Exhibit A:
I Pncmg for Installation and Activation includes the following assumptions
a Standard electrical outlet available with a minimum of two open outlets at desired installation location.
b Standard ethernet port mailable at the desired installation location for weed installation(preferred 1,
c Installation no higher than 8 feet above floor(higher installations may require a Mil,
d Hollow drywall with metal or wood studs at installation site.
e Installation performed dunng regular business hours.
I Any additional materials,cable inns,lifts,after-horns installations,wireless applications.eledneal work,and signal amplification equipment may affect
final pricing,and
g Site survey may be required to accurately assess installation yanables and may affect final pncing
B. Service Fee.For use of the Equipment and receipt of the Spectrio Services selected in Section I above,Client will pay Spectrin a penodtc
service fee(the"Service Fee")in the amount set forth above
C. One Time Production.For single production services selected in Section I above,Client will pay Spectrio a one time fee.
D.Musical Works Performance Rights Fees.To cover all fees payable tar the public performance of musical works embodied in sound
iecotdings(sig,the fees to be paid to ASCAP,HMI,and SESAC)as provided solely by Spectno for the Services through the Equipment("PRO
Fees"),a penodic service fee is included with monthly fees.
Notwithstanding the foregoing if the PRO Fees for ASCAP or BNL or other licensing organizations are increased at any time during the Initial Tenn or any Renewal
Terms,either by voluntary agreement or detennmanons by the so-callcd ASCAP and HMI rate courts sitting in the Federal District Court for the Southern District of
New York,then Spectrio may pass through such incremental increases to Spectrio without markup on thirty(301 days'prior written notice
E.Billing Frequency. Monthly
III.TERM:
The Initial Term of this SSHA will commence as of (the"Effective Date)and will terminate on the last day of the calendar month that
is Month to Month after the Effective Date(the Initial Term")
Page 2 ort CLm¢:im[Oh
DocuSlg n Envelope ID F3595764-F4B1-4579-90C4-3EE4A6DOAA69
EXHIBIT B
STANDARD TERMS AND CONDITIONS FOR BUSINESS ESTABLISHMENTS
These Standard Teens and Conditions(the"Standard Terms")are hereby incorporated into the SSHA to which they are attached For the purposes of these Standard
Terms,the use of the SSHA will include these Standard Terms and any other exhibits attached to the SSHA
I Servkn ire a C Lent-Mor find problem Cannot be resolved web reuwnable anti tame
hennaing to[tient a election of 0,encead Music"on EWIhit 4,Spectra will from Spoof*within 24 hours of Client a first communnWrt
an crab Line Support Stave,and such problem
pImat ,w vic rhea with pre-programmed channels f advabing-Ree music in a variety of pores "M_ is imbh annhutableto the Equipment,thenSperms will pmmpth arrange Pit a service mit and,if
onn
frmmint l Clem will nomansmi Services Me Spectre Ses outside of empire my audio elements of enmy preside replacement Fqupmem l(Egmpnvm ue
needs to be repld due to mouse abuse,thin
th
M Sprang Sen nil so that they ore audible outside of or use the Speen Semmes outside ere the can da lam,accident,peer surge,tires,lightning or any other peril of nature or acts or omesionsnd
premie,demmted in Exhibit A Client then Client will her the cosi tor replacement Equipment end the shipping costs fin same Spam
will hear the ant of replacement Equipment m the event ot Equipment detects Client will p^nid.
ire
Spectno will pro,*the equipment for the Client Premises identified in Erre bat A l the Spectno and Providers vitt Gras to die Equipment A all times during C Len's normal busies hours
Fgul me mr1 Speenoes the ugh toreplace any Equipment with comparable equipment at for mmmnicor n re oval or replacement,asneem y
Spectres nth merman,upon an(101days'noua e
a Eqmpment integre:a and Protecton,Ownership
let Instal W on Cont'guratun,ants renanee['tient will permit Equpmnt m he installed or installms
themselves in the Client Pre mum w roma on the dame set forth in the Order Form Ohe Installation Ia)F3jttwm"ni Protection cant issolely responsible for maintain itq Equipment in a secure!creation
Date l S pecmo makes re.
noapenm that ill Equipment will he installed on the Insallation Date,ed wtTu Client Premises Equipment must not be accessible to Client s customers in the amtmry coma of
Clin will prude Spat no and ails third pant sere prosidea I Frond erl relied own be Spevmn business Clientwill not arae up,renosve,tar mkrwmee ribivre any mmeifnng mut,or words on.My
far content mauamtm
e ,n end wmmce with rtnnable aces,to Chem Prmes t. during normal Ep
gcmenteued Music and any other Manna],Provide)by Spam for shmge an Equipment mar
ne
Muri „Mein m n Client gill be so kb re,w^ a.
„rohhr the cosi rcompLnnce w ith ay Kidding code or other be encrypted to prohibit unaetred mere and use Client is prohibited from tampering with reserve
umenunental requirements for media an ill Equ Pmam enginmung,decamp ding,or dwuembl trig to Equ pmem,or attempting to accvan>content,mel udmg,
but not Waned to Immure Mu, coed on.nansanntedw mited-from anr Equipment non-
id)d)Smarm Serous Sonic null est the Specui Services may melee semices provided by Providers, Equipment may h utilized m obtain Speetrio Services without Spaenn a prior consent Specmn will
includug Meda Mature and d wmbumin sen tees Spmlrm will um commonalty reasonable Orions titntam Equipment in good opens up condition during the Tenn eul mtveof oar sun wee end proper
provide the Spectre,Sent x es on a 24 v 7 x 305 bans orsuch honer periods of mm as specified in use of Equipment hr[leant and Client's entpbr ere
Section l of Exhibit A Spcnrc Services regure Conentnts to Speeum s conmputersmersand network
It Equipment ocated In Client Prepuces does not maintain a persistent ennctan to Spectrni computer Ib}Sterna It any Spenm Services are de Lau cd to Client Premises br means ot digital or phrasal medu
sen s then in addition to me of Spate's other nghs under Oi.SSFLA Spectra,may terminate all and not as streaming lee.via tapes cassettes compact disc,or USB dere)I Malt) Speen will
Sperm Sen mu v@dile as of the thin,eth l9Ml des rolluwme any Equipments lot conation to replace and mad or utherwLre delnet the Media to Client at no charge due to any defective Medias
Speehm swmtoter rd
sen firs nada may Fe programmed to automat ram tune-out m tune-ocomply with applicable lama wens Uym
Env
of Ebb SSsa C hem must pronati deslmancertificationy i with wcertification of such dab-nuMil by
lel IMO nv lienefciums Client sckmiwledges oar agrees thank licensors mus
011
ors of the ed works andr ofCLenn or return to Spaharem nn,at harem election am media pounded
sound re-cordage
to Client pursantcordage provided is red of the Music Programming and are dealt-ring mr associated mat ennh Pi5511L and will Incur a charge of fit,dollars 1550 MI per nem of edia that S not Mimed or
thereof mcludug hut not limited to,ilMm artwork(collectively,the Lkensed Musk")pursuant m the b returned m damaged cinnamon Client will not cover up remove or Mien,LW obsnm any idemasmg
mord lades music publishers and pedomwg sights ixginimuonsl lmlledn tiv the made rewords on am Media inslnding the inn est Spectra,or any Malta manufacturer
luted Farb Bents a Iaare intended dmd-parry heeficam at Um SSHA and arenFl[vii y
upon all nghts repress ,aci be.Client Item tithe sue Int rely
n Wyv of ContentClient is not permuted m ailed edit reproduce,miser
the Tht rt,Be Ooneay.mnSPGni hereunder rem.alter,retrainee,o 0ihenvise perform am Immure Musicmare
sun othe Spectraretransmit
whether the Equipment or inhervire,in elate or in pan without the pnnr amen consent m
2 Term Speen to,which consent nay he withheld Fr ant i rt or no reason The ode
rued i epruun
or dmnbutton of the Licensed Miele le expresser prohibited and is avmlann at law Client will also not
at Mame. till term ofthis SSHA will commence a.Mlle&Rome Date tel Meth in ExhibitSrevm S a delis heed r Pgmrnent am a audai
ret
• inmoenomm The Ne last dale of calendar moth as speeded Exhibit A leg if r Mune t moven intoain)ntdubtthonvLn coning by Spectra Clenlmckknm ledge.that the Speven ser'am and
is limitary 12017 and to term is eight(re maths,then the date of teminatam a ill he August 1,_011 thesequencein which Llmvm of Mums is performed as part oSpectre,Serums a proprietary
(the"Initial Term") n of Spume(and is determined at Spccmo s di sentare and will not be tared eidl lied in
m freed media or medium or dimbsed to any thud Wm other than through a third pan a
h
II Renewal TemTha mature e renewal of Me SSHA w at h ll end or the Insaerm formumps mumps writing or n
to hear such Licensed Music bs being mimeo in Client Demure Client will Doted all copes ght
identical terms(the"Renewal Term'b of service unless either party notifies the other of is dente to rights in the limned Music nd such copy fl holders mune all rights in the Licensed Musa
change or rowel a thin Wmn 001 days prior to the end of the Initial Tenn or applicable Ren.aal Term that ate not granted to Chem under this 55X4
to Patinae]la awnsAddmonal client some learn ions l the Additional l.ocibn I,net onginalls Id)Fa uioment Connection Client will ensure that Equipment a kI in the ludedOn" and that the
int n the Clientbmf Premisessedan of the Order can he added m this SSIIA through an Equipment ausourcemt
connected to an mtenupted power source and a hve'broadband In¢ connection
E ro
addendum. dSad addendum shell require the aue et Mets'ronwithiwithin-Mil=a l ueach Parry All amble ot roe
mmmi
yng tmmns from Sphere]24 a 7 art
ln5 Client will notify Spa et least tire 5StreamSpremain,and Std Terms will he applieda from the date the Spectra Scrams are m teem business days
in advance of any changes to Client's broadband eonneennn or are audioiaudmvutoat
the AddnannaI Locutions utelud mg a new Initial Tam adependmmPh remaining length nfthe Initial system equipment Spa msi Is nut regionsible for any failure of the retortion or mmrmption to the
Termor Renewal Term applied tome original Client Premises Spectra Service arising front changes to Client's broadband mnncmn or audmead ousual equipment
)light,am ranee is)ownership All Equipment and purchased,Mesta ndcontent provided hr Spcmo,mil Wing,int not
Licensed Mons,will Amain the property of Spectra or its Providers or eh licensors
Stream will he w@Iv responsible tor lm due eopnght MA ren of musical works,or thea response No-thing herein will give(tient ars right tale or m to the rgmpnient Mediaam other
ane leg,ASCAP HMI and SMAC)sir the public rerfomanceof musical worry mataded in Mum' than the limited nghi m use themiegong solehNn'therm
dance with the hamar.ot teSSHA and
Pregranniming from Equipment in Client Premms.olelr as pm etre Spawn Services CLIENT WILL Client may not Mealy or enthrall),sell pledge,manpge,or encumber the Egupment Mcilu or
BE L RESPONSIBLE FOR PAYING ANY PERFORMANCE ROYALTIES THAT MAI Licensed Music Client may not Femme the Equipment orFromagesu from the Client Fromages Mr which the
BE NDUEFOR THE PUBLIC
PERFORMANCE OF MUSICAL WORKSOR SOUND rgupmmand Mediate intended
RECORDINGS' NITHINO CLIENT PREMISES MADE BS ANY OTHER MEANS,
INCLUDING,RUT NOT LIMITED TO,VIA LIVE MUSIC,ON-PREMISES sir,PERSONAL s Limitation
NIP)PLAYERS(EC, IPODS)OR OWER NON-EQUIPMENT. AND,IN IME CASE OF
SOUND RECORDINGS,AS F tRI OF AN INTER ACris F SER%1C'L tat Prohibited U cs and Restrictions Nothing In Ow SSHA authorizes Client N use the remised Mum
escept as evpresslr set forth herein The Spears)seri nes may onlr be made mailable dmusb Equipment
4 Payments to Specula no-pPmred equip i nentand only within Clam Premises orale immediately smmundmg windy
aidIs cur pear attached to the went Dermot The spasm Sen toes may not be made evadable
tat and Parma Client agrees to pay th las set forth in evh1F in mvordam with these
le
w')Client Premises sir which en admission fee n ehrged at the time the Spectra Service,are
1Standard Tams m ceelilc Invoice:b are issued at Me frequency set forth in ignitible A Payment on perbrnmf or at which dancing in conmmmmtmn with the Spectrum inert n®occurs The Speetna Servme,
t of the date of aninvoice lithe"mraleeDate Client's failure to psi fees as not be ued'lansaiimpumment ii inuiuded health club classes Chart may en slam with or
ox required will receipt
metered breach it Il the SSH n Pvmenb must be m US Du Ilan and sent to may
to others ens Licensed Nis the Sperm Sen iest
thee when
mm address Spam P m,.ewes 1 Chalone,NC 2.5259-0271 I me paymetb w m Par athmnse,amt is not gratedMan)r,mmmaial nam roam,rental, repmdvlmmhietavmm valor.
✓ite iwit Oa dare such secantsate due attheMir al Id I w.per month or sin the mare mu promo., rights sir any or me I tensed Music and nothing m chSSlIA giver CI ent any right
allow abk teteairinterest In the Stare of for ranseFarm Pu on automated commercial entitles Clam infringe rights of she Ci sirs ma.not he made an LI
pill ss Steuro tor legs I fees and mart um,incmmd by Spectra in sensing payment ream Chars see home,ammo,guest mum in arebnl r motel o other sunder here n To the Nem that
purss in
uant o thb SSHAdes Client w mi awe=o Mm a It for access m tla.SpSerena.em nes Client may rel share
its Spkmmodes
Services account details with any marl pore
ill TAll Fees on Exhibit A aondone of applicable tum aunt is mpmutble for all sats,use
• rahmudded a nhhnnhng or other lederal state,or ural mo eceepi lar lams lased role Is un IMI No Ober i iouble Assooauuns Except m mar be embodied in she EAeied Mum as pros to
Spector s net income If inseam isegund to per any such a.es baud on the Speen Services permidol Client M Spectra or Spectra's licensors the Speetno programing,or ate other comet displayed within
to Clam under the 551 IA then such mad will he hilted In end pad by Clivi or on the Liuupmm,will me contain content sir engage in nYmnest and w ill not wreaking to,W,Mee,
moth ruse endorsemot webM
s support mwwwl'armful threatening defamattory,omaene hamrvasfing or engages
110 e fmtaeas ior
Whinge Ni the rights of any mW party nnelsmmg m a property name anMenvss and
Ial Standard Telephone Smoot Spectra monde,phmebased technical support Monday-Ender during prnivyipubhem nights),(ml dere Us)xveally expees muses prowma,w&m2 discrimination
the hours of 9 a m to 7 p rNen sere holidays e.apted(L Support Window I m reebneal or illegal acar ilia.,n(art erred if akoho I tobacco Mims or other objabnmh le products war which
support line I'Mormon mfl will he operated M staff I line Sur. nm l tined in providing . ,pnally do not wish to he associated,(at endorsorl an,raMginns cur political cause or candidate,
g m support qui the atm ot the Equipment and deli,erg ot the Spectre,Scrums Cala mawed tart a or are lntwmmnr dmgama or denigrating with Aspect to SpectrmYhenuors are min of the
made tla Live Simian W ionw s to he answered man answering anise and retuned ween 24 hours Licensed Music the RI A 4 or the mum AAustrr,or inti a or are ogmto ano e
eonableSps licensers
ofmc first bawds du fru km mg mem(ob call byrh Lice Support Window bad upon resnnahle grounds of which Speeno may notify Client him time re time Che.J(r IlC no
Page 3 ut 4 Client's In
DonnSign Envelope ID F3595764-F487-4579-90C4-3EE4A6DOAA69
or publish lLc,aa'Ishtlny Man,application attire,product or proms that a intended to OR ANY OTHER CAUSE BES OND THE REASONABLE CONTROL or SPECTRIO
permit utattlmtaW an°,to aunt,or audio-visual content EQI RPIIENT AND SPEC IRI°SERVICES ARE PROVIDED"AS IS A H ALL FAULTS"
EXCEPT ASIN THIS SSHA, NO WARRANTIES L DIrIONS,
B,Termination and Suspension GUARANTEES ORREPRFSFNTATIONS t AS USED HEREIN'WARRANTIC)A ENMADE AS
TO MERCHANTABILITY.FITNESS FOR A PARTICULAR PURPOSE.NONANFRINGEM*NT.OR
rai un The Parties may mutually agree metm
itmany time m
le the SSHA at r a writing signed ARISING FROM A COURSED PEI LE, USAGE OF TRADE, OR COURSE OF
by m onkel or amhonzed repmenmltmRurh Pant Int other reedy availableat law PERFORMANCE OR OTFIER WARRANTIES EITUER EXPRESS OR IMPLIED,IN I AW OR IN
or m equity,either Part may Immolate Nev SSIIA name/bank,without Maher obligation to the other FACT,ORAL OR IN WRITING EACH Il'HEREBY ACKNOWLEDGES THAT IT HAS NUI
Parry,m the mem ofa nat:nal breaub nM1M SSIIA hs the other trans hat n trot remulicd within Girt BEI IF°UPON ANY WARRANTY MADE BI THE OTHER F\CFPT AS SPECIFIC ALLY SET
130dais folds mg written n notice el such pN wiOrem the foregoing.If rem tads to Pay FORTH IN THIS SSH A A
asany Km w
and shun rnned,m addtm,n to the remedies SCI torth lurtm.Spectra,may immediately
suspend the Spasm Sett nen during nth period of non-payment Spatno may terminate the SSHA IN IN NO EVENT SILL SPECTRIO BE LIABLE TO CLIENT FOR LOST PROM IS,FAILURE TO
immcchatch. any breech nf5atum 1,b or 7 oftboe Standard Terms Spectra)may r¢arn its costs. TED SAVINGS,OR FOR ANY INDIRECT SPECIAL OR CONSEQUENTI AI
ov
including tuck legal fees and court costs arising on of Spector tnu
mmwn of this SSHA AGES ARISING OUT OF OR IN CONNECTION WITH THISSSHA,EREN IF ADVISED OF
Additionally.upon Speotno'a etannin for Chants breach of Section amountI,the ntire payable POSSIBILITY II-HEREOF SE
HEREOF IN NO EVENT WILL SEEL TRIO'S LIABILITY TO CI NT
under
Pincluding past duo and unpaid amounts,l will bimmMtatel nd due aosmg Son EXCEED THE TOTAL AMOUNT OF MEES PAID TO SPECTRIO DURING TI IE
Client to Spemm TWELVE(IE)MONIH PERIOD PRIOR TO(ITEM'S CLAIM AGAINST SPECTRIO
MI Effect of enouamp Upon the tamnmion of die SSIIA.Client will at Client a sole erpenm,and at IS General Pnultens
Spectrri a direction,pmrgttlt return to Spent to all Equipment teemed in chat Premises In good
rend mon ler pay meHI replarement talus thereof),ordinary wear mol tear excepted Speroin will not Tal Eua Agreement The SS HA sets forth the matt to agreement between the tamer and supersedes any
he required to repair replan-or otherstsc re-ambush the stent Premises to then ung nw condition All and all Prier agreements.understand coy end d noncoms Iwhether oral at w then)of Pe Fame)xim
intellect be or for Sperm will be the pmpem on the aim Upon rernunation Client a rights to respect to the transactions ret innh herein No Pan wd Ibe bond ba,and each Pamy spoor.alis objects
u the Licensed Mum hereunder will tauunuq and war will be so 4a)reap,nile for any andnom, it other outwit which n dtihtw from lir maddnot n to the Smnrnns of this
theet
d• ue for ant reproduction,oh•mbnwn,public rertoranre,or cormnnneannn m the Publicnl event lw Inter or not It would materially alter the 55HAl and which i proffered he nother Pasty in
an ten real areas real soon rmirdingr made within or to Chem Premises rrcapcndeme or.her ancient unless the Party to he Nod thereby specifically agrees tea such
Pres Age by ogned agreement No material change amendment.a 11.43 ragtag of any MN won tri the
rt Stupmwpv vandingens other remedies Spina use)hate the MBA,or at law or to SSHA n ill be raid unless set meth ma,mitten mat rumont
rques.Spelm rose tenaumrm suspend all or any Renton otlhc Spectrum Services It)in the eye of a
security breach of Tqu°mete,I N it required or othenyuc droned ba a licensor of the Licensed!Angie or In)Spectrin reserve the ngh to m-reae wares to rent then ten percent O n.n Per vier°w-ht sit
• strut im if asonablrn protect Fqu rd-pant content or t are rand due ro Mewing income
▪Peen reputation,Os Its deems
fClen la in nmenal breach of the tams ohne SSH Ao n lees r
J Act The SSHA will Sc binding rpm and more rethe Munn of the Parties and their rout rtir c
9 Representations and Wa rnnmrand assigns ahem may net)reign its rig hbend(Nimmons tinder the SSHA to ten third pans
wiJoutspeeo's prior annum mororal which mar he withheld for am reason In the went of an
tat Mutual Melt thert
GPatty represents and warrants In e other thatthe right,pro
ower and auihor assignment by Client.Gem Gil not be relinedofantfees due and m ung Sgam as niche date of such
to no this 9Hl and to pertrn the adserynned of hereunder I l the execution Wills S SRA assgment S'pernm may sump any of as nghts ell nhlgenms under the SSHA in whole or in pan to Inv
by oath inch Yank and the perlomma.e M melt Party of its obligations end dWm•hereunder,de not and thud pant ant time
Pamy is apanyor bs shim n e nhemow nand our when
will not
andcdnnemlcq ea such Pam this SSHA sill constitute the legal elm and bindmg Int S arse Unless agreed to m writ ng the saner by a Pana of mesh,a mlmmn or nbl,gm rn of son Pony en came against such Patty m aaoNanse w t0 m tams,and Ger each such lima Bum of the SORA will nut operate as a war Cr Many whecynmt hres_h vel fault elfin,
eons as.nowkdges that Sp¢mn rakes no repreaemntitma warranties,or agreements related to the or of any other pronrmn N the(•*romance of any obLptionrorr est,hall he
sap en natter Meat that arc not expms's provided filo thin a SHAtio deemed to he an<xennrm of nme fin the perlornv®e of any other obligation or ten
ibl Spell_ Spectral represensw a that u or its Pinder 10 is le pros ode ICI Fore MnmK In rally unable to pcfutm any of m nbligamns under the
the Spoon SenBq(i. lure oMaind all righty aavhonmt ant,and pmnntsme necessary to prorhdc r aI danmv pandemics.satellite Cullum At nt Col Inn wary Ereernmental
• Slum SlutClient es ill paymraluet due Or the public performance or tete.'"hmmm
ilu ,eleeity outage err aOther cent behead the reasonable control of the Pans
anytepriMmit in et Licensed Music and it)will perform all of are obligations in a professional and Ieseludmg financial inahit I l a pone Mn rens K then rush Pay wig upon written notice to the other
mhmmh4 mama Party,be relieved from us performance of such QINsawn%far the dunwmn of such Force Majeure
Chem s lent represent,snouts,and cos enants that it OI will be responsible for paving any in I hoiec of I as Mame of Fomm This SSI IA is got enrolvet
by and coed m accordance with the
perbm
rmc royalties Joe fin the Peltperlormase of musical soda within lient Premien by ant laws of the Flmia s Mont regard to conflicts of law principles Any and all proc_N ergs reining iii the
means other!ban y in Spate,Setso nn ClientPrenunot
se, it)will amper,damage destroy interfere B m un
SSII I s ill be auled in the crofts m aof in the United Skies w Ss linet Cafor
sorb. r attempt to earned access to say ESuipmrnt or any Utensil Muumeproduced therein will hate eitlnso e luruditlin for such Puma),and Chem oabv amsente to the personal
without Specters sunsemen consent tunmil net ransmit re turd or dub the Licensed j dict ma nisi b courts and waives any claim of foam non coneneme
Musicwill conph with all applicable laws in connection with its us.of the Spenw Snores and
Licensed Music,lot all infommsn provided m Client in any Ex h ten is Iles,complete,and correct nt tvionvhlp of Pante r ship between the Pasties will he that of independent
and hwdloffer the Spectrin Sere ees m Chat Prennes as pros Ent by Spectre,without alteration et teed to the sole
will he construed m constitute the Partin a partners I,
ant 1 mJ tie agents of whatsoever Na Party will ma
rerrei any oblgn another r behalf except as may he expressly
In In dente ntlonon permitted hereby rE Each assume
will Moab mpnm,hle fi,nhe anions of its respect enTIon es agents
and re-presenters es
Irl aJn®t Mahon M Client Client will indumdy.defend,and hold harmless Span*Sem and against
• int the nage claim,oranylitigation eon m expmr(including but tot limited to reasoenble I hi Advertising and Rorieten Client agrees that Speemo ta=r use Client's name including any trade
wside attorney's fent= n)third-patty claim(a"(Salmi brought against Spactrim aimingtrademark.or logo owned or used beClient in Spectno a portfolio ad fm purposes ofadaertismg
font In Client a breach of salt covenant,rPmatetmn or warranty contained in the SSHA or ri l ant name,pMs services winch ad tori may he in punted,electronic an4Qr any and all other media now
causedloots by se am me men,metra damageto the Egnpnent lintel wear and Musa or hereafter devised as Speculdeene neuvary including on Spec no s webrnel a l somal media
tear excpted Clint will runbm mhmntly Spednn 6n cvst,"tuned In the nfn amen ofthn and markdong materials
SSHA against I.hem
IdRev rats° Thein a1aii'I)sir nest Freabdm el any pmwmn of this Agreement will no,affect the
b)Indnmifcaram bs Snedrn Spectra w ill indemnity detend and Told harmless ClentB i end as lidna mans ether proms len QUhi Agreement and any p"usion is determined to Sr
any Claim Naught againatclient alleging that ills Licensed Music infringes any nnr>Ttght oro ma slid or ethers Ccillegal.me Agreement will remain inretlect trent
M construed m accordance with
against
right Nam third pant spectre,will has c no liability to the[Gent am alleged in trmeemem its Mims as if the my alid or illegal mer rtmn were not ronaned herein,provided that the Panics will
arises gig ren alteration,to the Speerro seinen pros eN threat Fwerment In Creat Preflages WO flagellate in good faith an egmtable adrvst aunt to the Agreement n as to give effect o the intent.,
the ist ol mo Spectra)Sere with ant nu need GNP"m or m any location not epresed and'NMA'r4 so pm EN
authmtud in this SSHA,or Inn the we of Equipment ec in a manna ba)which it was nether designed nor
contemplated
lit DUE TOlHE INHERENT UNRELIABILITY OT COIIMIINIC',TIONS SEEM/RAS SPECTRIO
WILL HAVE NOLIABII ITT TOCLIEN'T OR ANS T11IRO PARTY FOR ANS INTERRUPTION OF ####
TILE SPECTRIO SERA ICES CAUSED By POW FMF NT FAIL'IRF NETWORF INTERRUPTION,