20-009.00 Spectrio Services: On Hold Music & Messaging DocuSign Envelope ID:F468CBC4-D8E0-485F-A126-4F093DC83BD9
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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 Valley
Client Billing Address:Mark Calhoun
10210 E.Sprague Avenue
Spokane Valley Washington 99206
Primary Contact Name(PCN): Mark Calhoun PCN Title:
PCN Phone: (509)720-5411 PCN Fax:
PCN Email:jkleingartner@spokanevalley.org PCN Cell:
Client Premises:City of Spokane Valley
Mark Calhoun
10210 E.Sprague Avenue
Spokane Valley Washington 99206
Store#:
Primary Brand:
Additional Notes: This agreement is in effect as of 01/01/2020 through 12/31/2020
ACCEPTED AND AGREED TO BY:
CLIENT
Signature:
Printed Name: Foe Mark Calhoun
Title: C trY t1.44v.4Csaf—t_.
Date: l— 2 7— ZczZo
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EXHIBIT A
SPECTRIO SERVICES
I.SERVICES,PRODUCTION&EQUIPMENT TO BE PROVIDED:
Service,Production&Hardware Quantity Production Frequency Monthly Price
Activation Only 1.0 0.0
On-Hold Marketing Service Quarterly Updates 1.0 Quarterly 40.0
Broadband Requirements:Client will receive the Spectrio Services via Internet delivery.Client is responsible for providing network bandwidth and an open Ethernet
port dedicated solely to delivery of the Spectrio Services during the applicable time periods set forth herein,at Client's sole expense.Delivery of the Spectrio Services
is contingent upon Client's compliance with this obligation.
II.FEES:
Total#of Locations: 1
Total Service Fee: 480.00
Total Hardware Fee: .00
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. Pricing 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 available at the desired installation location for wired installation(preferred);
c. Installation no higher than 8 feet above floor(higher installations may require a lift);
d. Hollow drywall with metal or wood studs at installation site;
e. Installation performed during regular business hours;
f. Any additional materials,cable runs,lifts,after-hours installations,wireless applications,electrical work,and signal amplification equipment may affect
final pricing;and
g. Site survey may be required to accurately assess installation variables and may affect final pricing.
B. Service Fee.For use of the Equipment and receipt of the Spectrio Services selected in Section I above,Client will pay Spectrio a periodic
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 for the public performance of musical works embodied in sound
recordings(e.g.,the fees to be paid to ASCAP,BMI,and SESAC)as provided solely by Spectrio for the Services through the Equipment("PRO
Fees"),a periodic service fee is included with monthly fees.
Notwithstanding the foregoing,if the PRO Fees for ASCAP or BMI,or other licensing organizations are increased at any time during the Initial Term or any Renewal
Terms,either by voluntary agreement or determinations by the so-called ASCAP and BMI 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(30)days'prior written notice.
E.Billing Frequency. Annually 01/01/2020-12/31/2020
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 Meisilar the Effective Date(the Initial Term").
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DocuSign Envelope ID:F468CBC4-D8E0-485F-A126-4F093DC83BD9
EXHIBIT B
STANDARD TERMS AND CONDITIONS FOR BUSINESS ESTABLISHMENTS
These Standard Terms 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.
1.Services.
(b)Replacement Equipment.Ifa Client-identified problem cannot be resolved with reasonable assistance
(a)Music Programming.Subject to Client's election of"Overhead Music"on Exhibit A,Spectrio will from Spectrio within 24 hours of Client's first communication with Line Support Staff,and such problem
provide Client with pre-programmed channels of advertising-free music in a variety of genres(" usie is reasonably attributable to the Equipment,then Spectrio will promptly arrange for a service visit and,if
Programming").Client will not transmit the Spectrio Services outside of,amplify any audio elements of necessary,provide replacement Equipment.If Equipment needs to be replaced due to misuse,abuse,theft,
the Spectrio Services so that they are audible outside of,or use the Spectrio Services outside of,the vandalism,accident,power surges,fires,lightning or any other peril of nature or the acts or omissions of
premises designated in Exhibit A. Client,then Client will bear the cost for replacement Equipment and the shipping costs for same.Spectrio
will bear the cost of replacement Equipment in the event of Equipment defects.Client will provide
(b)J:uuipmen(.Spectrio will provide the equipment for the Client Premises identified in Exhibit A(the Spectrio and Providers with access to the Equipment at all times during Client's normal business hours
"Equipment") Spectrio reserves the right to replace any Equipment with comparable equipment,at for maintenance.repair,removal,or replacement,as necessary.
Spectrio's sole discretion,upon ten(10)days'notice
6.Equipment Integrity and Protection;Ownership.
(c)Installation,Configuration,and Maintenance.Client will permit Equipment to be installed or install
themselves in the Client Premises commencing on the date set forth in the Order Form(the"Installation (a)Fouipment Protection.Client is solely responsible for maintaining Equipment in a secure location
Date")Spectrio makes no representations that all Equipment will be installed on the Installation Date,and within Client Premises.Equipment must not be accessible to Client's customers in the ordinary course of
Client will provide Spectrio,and any third party service providers("Providers")relied upon by Spectrio business.Client will not cover up,remove,or otherwise obscure any identifying marks or words on any
for content installation and maintenance,with reasonable access to Client Premises during normal Equipment.Licensed Music and any other materials provided by Spectrio for storage on Equipment may
business hours.Client will be solely responsible for the cost of compliance with any building code or other be encrypted to prohibit unauthorized access and use.Client is prohibited from tampering with,reverse
governmental requirements for installation of Equipment. engineering,decompiling,or disassembling the Equipment,or attempting to access any content,including,
but not limited to Licensed Music,stored on,transmitted to,or transmitted from any Equipment.No non-
(d)Spectrio Services.Some or all of the Spectrio Services may involve services provided by Providers, Equipment may be utilized to obtain Spectrio Services without Spectrio's prior consent.Spectrio will
including Media hosting and distribution services.Spectrio will use commercially reasonable efforts to maintain Equipment in good operating condition during the Term,exclusive of ordinary wear and proper
provide the Spectrio Services on a 24 x 7 x 365 basis,or such shorter periods of time as specified in use of Equipment by Client and Client's employees.
Section 1 of Exhibit A.Spectrio Services require connectivity to Spectrio's computer servers and network.
If Equipment located in Client Premises does not maintain a persistent connection to Spectrio's computer (b)Media.If any Spectrio Services are delivered to Client Premises by means of digital or physical media
servers,then,in addition to any of Spectrio's other rights under this SSHA,Spectrio may terminate all and not via streaming(e.g.,via tapes,cassettes,compact disc,or USB drive)("Media"),Spectrio will
Spectrio Services effective as of the thirtieth(301h)day following any Equipment's last connection to replace and mail or otherwise deliver the Media to Client at no charge due to any defective Media.Such
Spectrio's computer servers. media may be programmed to automatically time-out to comply with applicable license terms.Upon
expiration of this SSHA,Client must promptly destroy(with written certification of such destruction by
(e)Lhjrsl P�,Peneficiarieg.Client acknowledges and agrees that the licensors of the musical works and en officer of Client)or return to Spectrio,at Spectrio's election,any media provided to Client pursuant to
sound recordings provided as part of the Music Programming,and any identifying or associated materials this SSHA and will incur a charge of fifty dollars($50.00)per item of Media that is not returned or that
thereof,including,but not limited to,album artwork(collectively,the"Licensed Music")pursuant to the is returned in damaged condition.Client will not cover up.remove,or otherwise obscure any identifying
SSHA(e.g.,record labels,music publishers,and performing rights organizations)(collectively,the marks or words on any Media,including the name of Spectrio or any Media manufacturer.
"Third Party Beneficiaries"),are intended third-party beneficiaries of this SSHA and are entitled to rely
upon all rights,representations,warranties,and covenants made by Client herein to the same extent as if (c)linearity of Content.Client is not permitted to record,modify,edit,reproduce,transmit,retransmit,
the Third Party Beneficiaries were Spectrio hereunder. remix,alter,repurpose,or otherwise perform any Licensed Music included as part of the Spectrio Services,
whether through the Equipment or otherwise,in whole or in part,without the prior written consent of
2.Term. Spectrio.which consent maybe withheld for any reason or for no reason.The unauthorized reproduction
or distribution of the Licensed Music is expressly prohibited and is a violation of law.Client will also not
(a)Initial Term.The initial term of this SSHA will commence as of the Effective Date set forth in Exhibit insert into any of the Spectrio Services delivered via the Equipment any content (e.g., audio
A and terminate on the last date of the calendar month as specified Exhibit A(e.g.,if the Effective Date advertisements)not authorized in writing by Spectrio.Client acknowledges that the Spectrio Services and
is January I,2017 and the term is eight(8)months,then the date of termination will be August 31,2017) the sequence in which Licensed Music is performed as part of the Spectrio Services is proprietary
(the"Initial Term"), information of Spectrio(and is determined at Spectno's discretion)and will not be recorded,codified in
writing or any fixed media or medium,or disclosed to any third party other than through a third party's
(b)Renewal Terms.The renewal of this SSHA is automatic at the end of the Initial Term for recurring ability to hear such Licensed Music by being present in Client Premises.Client will protect all copyright
identical terms(the"Renewal Term")of service unless either party notifies the other of its desire to owners'rights in the Licensed Music and such copyright holders reserve all rights in the Licensed Music
change or cancel within thirty(30)days prior to the end of the Initial Term or applicable Renewal Term that are not granted to Client under this SSHA.
(c)Additional Locations.Additional client service locations(the"Additional Locations"),not originally (d)Fquipment Connection.Client will ensure that Equipment is left in the"On"setting and that the
included in the Client Premises section of the Order Form,can be added to this SSHA through an Equipment is connected to an uninterrupted power source and a live-broadband Internet connection
addendum.Said addendum shall require the signature or electronic authorization of each Party.All capable of receiving transmissions from Spectrio 24 x 7 x 365.Client will notify Spectrio at least five(5)
Spectrio Services and Standard Terms will be applied from the date the Spectrio Services are to begin at business days in advance of any changes to Client's broadband connection or any audio/audiovisual
the Additional Locations,including a new Initial Term independent of the remaining length of the Initial system equipment Spectrio is not responsible for any failure of the Equipment or interruption to the
Tenn or Renewal Term applied to the original Client Premises. Spectrio Service arising from changes to Client's broadband connection or audio/audiovisual equipment
3.Rights Clearance. (e)Ownership.All Equipment not purchased,Media,and content provided by Spectrio,including,but not
limited to Licensed Music,will remain the property of Spectrio or its Providers or third-party licensors.
Spectrio will be solely responsible for fees due copyright owners of musical works,or their respective Nothing herein will give Client any right,title,or interest in or to the Equipment,Media or content other
agents(e.g.,ASCAP,BMI and SESAC),for the publicperfornsnce of musical works embodied in Music than the limited right to use the foregoing solely in accordance with the provisions of the SSHA,and
Programming from Equipment in Client Premises solely as part of the Spectrio Services.CLIENT WILL Client may not directly or indirectly sell,pledge,mortgage,or encumber the Equipment,Media or
BE SOLELY RESPONSIBLE FOR PAYING ANY PERFORMANCE ROYALTIES THAT MAY Licensed Music.Client may not remove the Equipment or Media from the Client Premises for which the
BE DUE FOR THE PUBLIC PERFORMANCE OF MUSICAL WORKS OR SOUND Equipment and Media is intended.
RECORDINGS WITHIN OR TO CLIENT PREMISES MADE BY ANY OTHER MEANS,
INCLUDING,BUT NOT LIMITED TO,VIA LIVE MUSIC,ON-PREMISES DJs,PERSONAL 7.Limitations.
MP3 PLAYERS(E.G., IPODS)OR OTHER NON-EQUIPMENT,AND, IN THE CASE OF
SOUND RECORDINGS,AS PART OF AN INTERACTIVE SERVICE. (a)Prohibited Uses and Restrictions.Nothing in this SSHA authorizes Client to use the Licensed Music
except as expressly set forth herein.The Spectrio Services may only be made available through Equipment
4,Payments to Spectrio. or Spectrio-approved equipment and only within Client Premises or the immediately surrounding vicinity
(e.g.,a deck or patio attached to the Client Premises).The Spectrio Services may not be made available
(a)Fees and Payment.Client agrees to pay the Fees set forth in$xhibit A in accordance with these in any Client Premises for which an admission fee is charged at the time the Spectrio Services are
Standard Terms.Invoices("Invoices")are issued at the frequency set forth in Exhibit A.Payment on performed or at which dancing in conjunction with the Spectrio Services occurs.The Spectrio Services
invoices is due upon receipt of the date of an invoice(the"Invoice Date").Client's failure to pay fees as may not be used as an accompaniment to instructed health club classes.Client may not share with or
and when required will be a material breach of the SSHA.Payments must be in U.S.Dollars and sent to transfer to others any Licensed Music accessed via the•Spectrio Services.Unless this SSHA states
the following address:Spectra,P.O.Box 890271,Charlotte,NC 28289-027 L Late payments will bear otherwise,Client is not granted any commercial,sale,resale,rental,reproduction,distribution,or
interest from the date such amounts are due at the lesser of(i)1.5%per month or(ii)the maximum promotional use rights for any of the Licensed Music and nothing in this SSHA gives Client any right to
allowable rate of interest in the Slate of for transactions between sophisticated commercial entities.Client infringe the rights of the copyright holders thereof.The Spectrio Services may not be made available to
will reimburse Spectrio for legal fees and court costs incurred by Spectrio in securing payment from Client any private home,apartment,guest room in a hotel or motel,or other similar location.To the extent that
pursuant to this SSHA. Spectrio provides Client with account credentials for access to the Spectrio Services,Client may not share
its Spectrio Services account details with any third party.
(b)Taxes.All Fees on Exhibit A are exclusive of applicable taxes.Client is responsible for all sales,toe,
property,value-added,withholding,or other federal,state,or local taxes except for taxes based solely on (b)No Objectionable Associations.Except as may be embodied in the Licensed Music as provided to
Spectrio's net income If Spectrio is required to pay any such taxes based on the Spectrio Services provided Client by Spectrio or Spectrio's licensors,the Spectrio programing,or any other content displayed within
to Client under the SSHA,then such taxes will be billed to and paid by Client. or on the Equipment,will not contain content or engage in activities(and will not frame,link to,advertise,
or otherwise endorse any other website or media that contains content or engages in activities)that:(i)is
5.Support. or are unlawful,harmful,threatening,defamatory,obscene,harassing or discriminatory;(ii)violate(s)or
infringe(s) the rights of any third party(including intellectual property, name and likeness and
(a)Standard Telephone Support.Spectrio provides phone-based technical support Monday-Friday during privacy/publicity rights);(iii)depict(s)sexually explicit images:(iv)promote(s)violence,discrimination,
the hours of 9 a.m.to 7 p.m Eastem,state holidays excepted("Live Support Window").The technical or illegal activities;(v)advertise(s)alcohol,tobacco,firearms or other objectionable products with which
support line("Support Line")will be operated by staff("Line Support Staff')trained in providing artists typically do not wish to be associated;(vi)endorse(s)any religious or political cause or candidate;
general support for the operation of the Equipment and delivery of the Spectrio Services.Calls received (vii)is or are intentionally derogatory or denigrating with respect to Spectrio's licensors,any artist of the
outside the Live Support Window will be answered by an answering service and returned within 24 hours Licensed Music,the RIAA or the music industry;or(viii)is or are objectionable to Spectrio's licensors
of the first business day following receipt of a call by the Live Support Window. based upon reasonable grounds of which Spectrio may notify Client from time to time.Client wi in no
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event promote or publish the availability of any application,service,product or process that is intended to OR ANY OTHER CAUSE BEYOND THE REASONABLE CONTROL OF SPECTRIO. THE
permit unauthorized access to audio or audio-visual content. EQUIPMENT AND SPECTRIO SERVICES ARE PROVIDED"AS IS"AND"WITH ALL FAULTS."
EXCEPT AS EXPRESSLY STATED IN THIS SSHA, NO WARRANTIES, CONDITIONS,
8.Termination and Suspension. GUARANTEES,OR REPRESENTATIONS(AS USED HEREIN,"WARRANTIES")ARE MADE AS
TO MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE.NON-INFRINGEMENT,OR
(a)Termination.The Parties may mutually agree to terminate the SSHA at any time in a writing signed ARISING FROM A COURSE OF DEALING,TITLE. USAGE OF TRADE,OR COURSE OF
by an officer or authorized representative of each Party.In addition to any other remedy available at law PERFORMANCE OR OTHER WARRANTIES,EITHER EXPRESS OR IMPLIED,IN LAW OR IN
or in equity,either Party may terminate the SSHA immediately,without farther obligation to the other FACT,ORAL OR IN WRITING.EACH PARTY HEREBY ACKNOWLEDGES THAT IT HAS NOT
Party,in the event of a material breach of the SSHA by the other Party that is not remedied within thirty RELIED UPON ANY WARRANTY MADE BY THE OTHER EXCEPT AS SPECIFICALLY SET
(30)days following written notice of such breach.Notwithstanding the foregoing,if Client fails to pay FORTH IN THIS SSHA.
any Fees as and when required,in addition to the remedies set forth herein,Spectrio may immediately
suspend the Spectrio Services during such period of non-payment.Spectrio may terminate the SSHA (b)IN NO EVENT WILL SPECTRIO BE LIABLE TO CLIENT FOR LOST PROFITS,FAILURE TO
immediately for any breach of Sections I,6 or 7 of these Standard Terms.Spectrio may recover its costs, REALIZE EXPECTED SAVINGS,OR FOR ANY INDIRECT,SPECIAL,OR CONSEQUENTIAL
including outside legal fees and court costs, arising out of Spectrio's termination of this SSHA. DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS SSHA,EVEN IF ADVISED OF
Additionally,upon Spectrio's termination for Client's breach of Section I,the entire amount payable THE POSSIBILITY THEREOF. IN NO EVENT WILL SPECTRIO'S LIABILITY TO CLIENT
under this SSHA(including past due and unpaid amounts)will become immediately due and owing from EXCEED THE TOTAL AMOUNT OF MONTHLY FEES PAID TO SPECTRIO DURING TILE
Client to Spectrio. TWELVE(12)MONTH PERIOD PRIOR TO CLIENT'S CLAIM AGAINST SPECTRIO.
(b)Effect of Termination Upon the termination of the SSHA,Client will,at Client's sole expense,and at 12.General Provisions.
Spectrio's direction,promptly return to Spectrio all Equipment located in Client Premises in good
condition(or pay the full replacement value thereof),ordinary wear and tear excepted.Spectrio will not (a)Entire Agreement.The SSHA sets forth the entire agreement between the Parties and supersedes any
be required to repair,replace,or otherwise re-establish the Client Premises to their original condition.All and all prior agreements,understandings,and discussions(whether oral or written)of the Parties with
wiring installed by or for Spectres will be the property of the Client.Upon termination,Client's rights to respect to the transactions set forth herein.No Party will be bound by,and each Party specifically objects
use or access the Licensed Music hereunder will terminate,and Client will be solely responsible for any to,any term condition,or other provision which is different from or in addition to the provisions of this
royalties due for any reproduction,distribution,public performance,or communication to the public of agreement(whether or not it would materially alter the SSHA)and which is proffered by another Party in
any musical works and sound recordings made within or to Client Premises. any correspondence or other document,unless the Party to be bound thereby specifically agrees to such
provision by signed agreement.No material change,amendment,or modification of any provision of the
(c)Suspension.Notwithstanding any other remedies Spectrio may have under the SSHA or at law or in SSHA will be valid unless set forth a a written instrument.
equity,Spectrio may temporarily suspend all or any portion of the Spectrio Services:(i)in the event of a
security breach of Equipment;(ii)if required or otherwise directed by a licensor of the Licensed Music or (b)pees.Spectrio reserves the right to increase prices no more than ten percent(10%)per year,exclusive
a Provider.(iii)if Spectrio deems it reasonably necessary to protect Equipment,third-party content,or of any fees raised due to licensing increase.
Spectrio's reputation;or(iv)if Client is in material breach of the terms of the SSHA
(c)Assignment.The SSHA will be binding upon and inure to the benefit of the Parties and their respective
9.Representations and Warranties. successors and assigns.Client may not assign its rights and obligations under the SSHA to any third party
without Spectrio's prior written approval,which may be withheld for any reason.In the event of an
(a)!Mug Each Party represents and warrants to the other that:(i)it has the right,power,and authority assignment by Client.Client will not be relieved of any fees due and owing Spectrio as of the date of such
to enter into this SSHA and to perform the acts required of it hereunder;(ii)the execution of this SSHA assignment.Spectrio may assign any of its rights or obligations under the SSHA in whole or in part to any
by each such Party,and the performance by such Party of its obligations and duties hereunder,do not and third party at any time.
will not violate any agreement to which such Party is a party or by which it is otherwise bound;(iii)when
executed and delivered by each such Party,this SSHA will constitute the legal,valid and binding (d)Waiver.Unless agreed to in writing,the waiver by a Party of any breach,violation.or default of a
obligation of such Party,enforceable against such Party in accordance with its terms;and(iv)each such provision of the SSHA will not operate as a waiver of any subsequent breach,violation,or default of that
Party acknowledges that Spectrio makes no representations,warranties,or agreements related to the or of any other provision.Na extension of time for the performance of any obligation or act shall be
subject matter hereof that are not expressly provided for in this SSHA. deemed to bean extension of time for the performance of any other obligation or act
(b)Spectrio.Spectrio represents,warrants and covenants that it or its Provider:(i)is licensed to provide (e)Force Majeure.In the event a Party is materially unable to perform any of its obligations under the
the Spectrio Services;(ii)has obtained all rights,authorizations,and permissions necessary to provide SSFIA because of natural disasters,pandemics,satellite failure,Acts of God,riots,wars,governmental
Licensed Music to Client Premises;(iii)will pay shy royalties due for the public performance or action,network failure,electricity outage or any other event beyond the reasonable control of the Party
reproduction of any Licensed Music;and(iv)will perform all of its obligations in a professional and (excluding financial inability)(a"Force Maieure"),then such Party will,upon written notice to the other
workmanlike manner. Party,be relieved from its performance of such obligations for the duration of such Force Majeure.
(c)Client.Client represents,warrants,and covenants that it:(i)will be responsible for paying any (I)Choice of Law:Choice of Forum.This SSHA is governed by and construed in accordance with the
performance royalties due for the public performance of musical works within Client Premises by any laws of the Florida without regard to conflicts of law principles.Any and all proceedings relating to the
means other than via Spectrio Services in Client Premises;(ii)will not tamper,damage,destroy,interfere subject matter of this SSHA will be maintained in the courts of or in the United States District Court for
with,or attempt to obtain unauthorized access to any Equipment or any Licensed Music reproduced therein which courts will have exclusive jurisdiction for such purpose,and Client hereby consents to the personal
without Spectrio's express written consent;(iii)will not transmit,retransmit,record,or dub the Licensed jurisdiction of such courts and waives any claim of forum non convenience.
Music;(iv)will comply with all applicable laws in correction with its use of the Spectrio Services and
the Licensed Music;(v)all information provided by Client in any Exhibit is true,complete,and correct; (g)Relationship of the Parties The sole relationship between the Parties will be that of independent
and(vi)will offer the Spectrio Services in Client Premises as provided by Spectrio without alteration of contractors.Nothing contained in the SSHA will be construed to constitute the Parties as partners,joint
any kind. ventures or agents of each other in any way whatsoever.No Patty will make any warranties or
representations,or assume or create any obligations,on another Party's behalf except as may be expressly
10.Indemnification. permitted hereby.Each Party will be solely responsible for the actions of its respective employees,agents,
and representatives.
(a)Indemnification by Client.Client will indemnify,defend,and hold harmless Spectrio from and against
any liability,damage,claim,or any litigation cost or expense(including,but not limited to,reasonable (h)Advertising and Promo ion. Client agrees that Spectrio may use Client's name,including any trade
outside attomey's fees),arising our of any third-party claim(a"Claim")brought against Spectrio arising name,trademark,or logo owned or used by Client,in Spectra's portfolio and for purposes of advertising
from(n)Client's breach of any covenant,representation or warranty contained in the SSHA or(it)any Spectrio's services,which advertising may be in printed,electronic and/or any and all other media now
losses or injuries caused by accident,fire,theft,misuse,damage of or to the Equipment(normal wear and known or hereafter devised,as Spectrio deems necessary,including on Spectrio's website(s),social media
tear excepted).Client will further indemnify Spectrio for any costs incurred in the enforcement of this and marketing materials.
SSHA against Client.
(i)Severability.The invalidity or uenforceability of any provision of this Agreement will not affect the
(b)Indemnification by Spectrio.Spectrio will indemnify,defend.and hold harmless Client from and validity of any other provision of this Agreement.and in the event that any provision is determined to be
against any Claim brought against Client alleging that the Licensed Music infringes any copyright or invalid or otherwise illegal,this Agreement will remain in effect and will be construed in accordance with
trademark right of any third party.Spectrio will have no liability to the extent any alleged infringement its tema as if the invalid or illegal provision were not contained herein,provided that the Parties will
arises from:(i)alterations to the Spectrio Services provided through Equipment in Client Premises;(ii) negotiate in good faith an equitable adjustment to this Agreement so as to give effect to the intent so
the use of any Spectrio Services with any non-Spectrio approved equipment or in any location not expressed and the benefits so provided.
authorized in this SSHA;or(iii)the use of Equipment in manner for which it was neither designed nor
contemplated.
I I.Disclaimers;Limitation of Liability.
(a)DUE TO THE INHERENT UNRELIABILITY OF COMMUNICATIONS NETWORKS,SPECTRIO
WILL HAVE NO LIABILITY TO CLIENT OR ANY THIRD PARTY FOR ANY INTERRUPTION OF ####
THE SPECTRIO SERVICES CAUSED BY EQUIPMENT FAILURE,NETWORK INTERRUPTION,
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