TelVue Corp./ Comm RelationsTelVue Corporation
Community Relations 2011
Appropriation 446 -3201 446 -3202; P.O. #5415
Contract Not To Exceed $15,500
3. PRICE AND PAYMENT TERMS:
TERMS AND CONDITIONS
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AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES "Agreement is
hereby entered into by and between the City of Carmel, Indiana, acting by and through its Board
of Public Works and Safety "City"), and TelVue Corporation, an entity duly authorized to do
business in the State of Indiana "Vendor").
ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of
same constitutes its acceptance of all of the Agreements terms and conditions.
2. PERFORMANCE:
City agrees to purchase certain goods and /or services (the "Goods and Services from Vendor using City
budget appropriation number 446 -3201 446 -3202 funds. Vendor agrees to provide the Goods and Services
and to otherwise perform the requirements of this Agreement by applying at all times the highest technical
and industry standards.
3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder
shall be no more than Fifteen Thousand Five Hundred Dollars ($15,500.00) (the 'Estimate). Vendor
shall submit an invoice to City no more than once every thirty (30) days detailing the Goods and
Services provided to City within such time period. City shall pay Vendor for such Goods and
Services within sixty (60) days after the date of City's receipt of Vendor's invoice detailing same, so
long as and to the extent such invoice is not disputed, the Goods and Services are in strict
conformance with the specifications set forth in Exhibit A are submitted on an invoice that contains
the information contained on attached Exhibit 8 and Vendor has otherwise performed and satisfied
all the terms and conditions of this Agreement.
3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the
Goods and Services provided by Vendor to City hereunder to exceed the Estimate, unless City has
previously agreed, in writing, to pay an amount in excess thereof.
4. WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to
those certain specifications, descriptions and /or quotations regarding same as were provided to
Vendor by City and /or by Vendor to and accepted by City, all of which documents are incorporated
herein by reference, and that the Goods and Services will be delivered in a timely, good and
workmanlike manner and free from defect. Vendor acknowledges that it knows of City's intended use
and expressly warrants that the Goods and Services provided to City pursuant to this Agreement
have been selected by Vendor based upon City's stated use and are fit and sufficient for their
particular purpose.
TelVue Corporation
Community Relations 2011
Appropriation 446 -3201 446 -3202; P.O. #5415
Contract Not To Exceed $15,500
5. TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hereto executes same "Effective
Date and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the
essence of this Agreement.
6. DISCLOSURE AND WARNINGS:
If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of
all chemicals, materials, substances and items used in or during the provision of the Goods and Services
provided hereunder, including the quantity, quality and concentration thereof and any other information
relating thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to
furnish to City sufficient written waming and notice (including appropriate labels on containers and packing)
of any hazardous material utilized in or that is a part of the Goods and Services.
7. LIENS:
Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any such lien is
filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding,
City shall have the right to pay such lien or obtain such bond, all at Vendor's sole cost and expense.
6. DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this
Agreement, including Vendor's warranties; (b) fails to provide the Goods and Services as specified herein;
(c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does
not correct such failure or breach within five (5) business days (or such shorter period of time as is
commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or
breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of
creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to
(1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights
and remedies available to City at law and/or in equity.
9. INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer
licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and
Vendor from all claims for damages under any workers' compensation, occupational disease and/or
unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness,
disease or death of or to any of Vendor's agents, officers, employees, contractors and subcontractors; and,
for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom.
The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall
cause its insurers to name City as an additional insured on all such insurance policies, shall promptly provide
City, upon request, with copies of all such policies, and shall provide that such insurance policies shall not be
canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and
against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney
tees) for injury, death and /or damages to any person or property arising from or In connection with Vendor's
provision of Goods and Services pursuant to or under this Agreement or Vendor's use of City property.
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TelVue Corporation
Community Relations 2011
Appropriation 446 -3201 446 -3202; P.O. #5415
Contract Not To Exceed $15,500
Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and
employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney
fees, and other expenses, caused by any act or omission of Vendor and /or of any of Vendor's agents,
officers, employees, contractors or subcontractors in the performance of this Agreement. These
indemnification obligations shall survive the termination of this Agreement.
10. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes
which may be applicable to Vendors performance of its obligations under this Agreement, and all relevant
provisions thereof are Incorporated herein by this reference. Vendor agrees to indemnify and hold harmless
City from any loss, damage and /or liability resulting from any such violation of such laws, orders, rules,
regulations and codes. This indemnification obligation shall survive the termination of this Agreement.
11. NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting
discrimination against any employee, applicant for employment or other person in the provision of any Goods
and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of
employment and any other matter related to their employment or subcontracting, because of race, religion,
color, sex, handicap, national origin, ancestry, age, disabled veteran status and /or Vietnam era veteran
status.
12. NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provision of this Agreement shall not
affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any
party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the
same or any other provision hereof.
13. NON ASSIGNMENT:
Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not
delegate its obligations under this Agreement without City's prior written consent.
14. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any
of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price
set forth herein shall be the full and maximum compensation and monies required of City to be paid to
Vendor under or pursuant to this Agreement.
15. GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana,
except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they
waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County,
Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same.
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TelVue Corporation
Community Relations 2011
Appropriation 446 -3201 446 -3202; P.O. #5415
Contract Not To Exceed $15,500
16. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive
order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to
comply with same, and the remaining provisions of this Agreement shall remain In full force and effect,
17. NOTICE:
Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage
prepaid U.S. certified mall, return receipt requested, to the party to be notified at the address specified
herein:
If to City: City of Carmel Community Relations
One Civic Square
Carmel, Indiana 46032
ATTENTION: Nancy Heck
If to Vendor:
AND
Douglas C. Haney, City Attorney,
Department of Law
One Civic Square
Carmel, Indiana 46032
TelVue Corporation
16000 Horizon Way, Suite 500
Mount Laurel, NJ 08054
Telephone: 800- 885 -8886
E -Mail: drolfe @telvue.com
ATTENTION: Denise Rolfe
Notwithstanding the above, notice of termination under paragraph 18 hereinbelow shall be effective if given
orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from
the date of such oral notice.
18. TERMINATION:
18.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to
Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by
Vendor and/or if sufficient funds are not appropriated or encumbered to pay for the Goods and
Services to be provided hereunder. In the event of such termination, Vendor shall be entitled to
receive only payment for the undisputed Invoice amount representing conforming Goods and
Services delivered as of the date of termination, except that such payment amount shall not exceed
the Estimate amount in effect at the time of termination, unless the parties have previously agreed in
writing to a greater amount.
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TelVue Corporation
Community Relations 2011
Appropriation 446 -3201 446 -3202; P.O. #5415
Contract Not To Exceed $15,500
18.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the
event of such termination, Vendor shall be entitled to receive only payment for the undisputed
invoice amount of conforming Goods and Services delivered as of the date of termination, except
that such payment amount shall not exceed the Estimate amount In effect at the time of termination,
unless the parties have previously agreed in writing to a greater amount.
19. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the persons
executing this Agreement have the authority to bind the party which they represent.
20. ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods
and services to City. When City desires additional goods and services from Vendor, the City shall notify
Vendor of such additional goods and services desired, as well as the time frame in which same are to be
provided. Only after City has approved Vendor's time and cost estimate for the provision of such additional
goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in
writing, to provide such additional goods and services, shall such goods and services be provided by Vendor
to City. A copy of the City's authorization documents for the purchase of additional goods and services shall
be numbered and attached hereto in the order in which they are approved by City.
21. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 18
hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2011 and shall,
on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless
otherwise agreed by the parties hereto.
22. HEADINGS
All heading and sections of this Agreement are inserted for convenience only and do not form a part of this
Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
23. BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations
set forth in Agreement.
24. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
25. ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain
legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same
freely, voluntarily, and without any duress, undue influence or coercion.
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Te1Vue Corporation
Community Relations 2011
Appropnation 446 -3201 446 -3202; P.O. #5415
Contract Not To Exceed $15,500
26. ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire
agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral
or written representations and agreements regarding same. Notwithstanding any other term or condition set
forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit
attached to this Agreement and /or in any document referenced herein conflicts with any term or condition
contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail.
This Agreement may only be modified by written amendment executed by both parties hereto, or their
successors in interest.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
James Brainard Presiding Officer
Date:
M ryA
Date:
rke, Member -1)
Lori S. Watson Member
Date: 1 f u
ATTEST:
Diana Cordray, IAMC, CI reasurer
Date: 1
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TelVue Corporation
N riA cSOL 3�. L—
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■ORAI. Rev Arm! 2311 Joe 6 2 30 {Mt
Item
Model
Description
Quantity
Unit Price
Total
1
B3100
B3100 Lite. 3 RU Digital Video Server Appliance, Intel CPU, 2 GB
RAM, 8 Drive Bay SATA II Hard Drives, RAIDS Storage, Dual
GigE Interfaces, Network Share Ready, Single Integrated MPEG -2
NTSC (PAL) Playout Channel, Composite Or Component (YPbPr)
Output.
1
$7,960.00
$7,960 00
2
B -Stock
63100 Lite. Special discount for sale of B- stock, demo or lightly
used servers Full warranty applies.
1
$5.348.50
$5,348.50
3
WEBUS-INSIDE-1CH
A web- based, intuitive, user friendly Bulletin Board and content
management service, with sophisticated tools and features such
as: Day -part scheduling, Broadcast Messaging, Moderated
Trusted hierarchy, Automatic content back -up.
2
$845.75
$1,691 50
4
83000 -SHIP
Shipping Charge B3000 Series
1
$500.00
$500.00
Net 30 Days. 2% cash /1% net 15. Credit cards are accepted.
Sub -total
$15.500 00
TelVue Quotation
Date: 6/17/2011 11:28 AM
Quotation Number: Q- 005214
TelVue Sales Rep: Denise Rolfe
Contact Name: Winston Long
Organization: 'Carmel, IN
Address: P.O. Box 302
City:
State:
Zip Code:
Country:
Phone:
Email.
Carmel
IN
;46082 -0302
'(317) 846 -2345 ext.111
t wlong@omniproductions.com
TELVUE
TelVue Corporation
16000 Horizon Way, Suite 500
Mount Laurel, New Jersey 08054
United States
Phone. 800-885-8886
Fax: 856 866 -7411
www.telvue corn
B3100 Lite/WEBUS Inside (1 ch.) redundant B -Stock 63100 Lite/WEBUS Inside (1 ch.) 5500 total shipping.
This quote is valid until 6/30/2011 If you have any questions concerning this quotation, please contact:
TelVue RSM: Denise Rolfe
Email: drolfe @telvue.com
Phone: (800) 885-8886 x221
Quote Acceptance (Fax: 856- 866 -7411 or Email: orders @telvue com)
Printed Name:
Title:
Signature: Date:
TelVue Corporation is a broadcast technology company that helps hyperlocal television channels achieve professional results at
affordable prices. TelVue achieves these results by using our proprietary digital media software and today's open technologies to
simplify professional broadcast equipment and workflow. As a result, our customers benefit from improved programming, reduced costs
and are better positioned to meet the new challenges of a rapidly changing industry
The information contained in this quote is confidential and proprietary to TelVue Corporation and may not be disclosed to third parties
or duplicated, in whole or in part, without the prior consent of TelVue Corporation.
Exhibit 4
TERMS CONDITIONS OF SALE
PLEASE READ THESE IMPORTANT TERMS AND CONDITIONS
The products "Products') and services "Services') provided by TelVue Corporation
(TELVUE) to you ("Customer') are subject to the fallawmg terms and conditions ('Terms and
Conditions By placing an order with TELVUE, Customer agrees to be bound by These
Terms and Conditions These Terms and Conditions shall apply to all quotations and offers
made and accepted by TELVUE Customer agrees Thal these Terms and Conditions may in
some instances conflict with some of the terms and conditions affixed to the purchase order or
procurement document issued by the Customer. In that case. the Terms and Conditions
contained herein shall govern and acceptance of Customer's order i5 expressly conditioned
upon Customers acceptance of these Terms and Conditions whether the Customer accepts
the Terms and Condibons by written acknowledgment, implication, or acceptance and
payment of Products or Services purchased TELVUE's failure to object to provisions
contained in any communication from Customer to the contrary shall not be deemed a waiver
of the provisions of these Terms and Conditions
DELIVERY TELVUE will use commercially reasonable efforts to ship Products to Customer's
address listed on the TELVUE Quote Form, and to provide Services to Customers authorized
users in accordance with the scheduled dale specified by TELVUE. Customer acknowledges
and agrees that delivery schedules are subject to change TELVUE will notify Customer of any
anticipated delay of Ihidy (30) or more days in delivery of the Products or Services purchased
Products are delivered F 0 B TELVUE shipping paint Customer shall pay all shipping
charges, including without limitation, transportation charges and insurance premiums. and
shall be responsible for all taxes, duties and other government assessments
FEES AND PAYMENT Customer shall pay TELVUE for any product or service fee
(collectively, 'FEES') set fort on TELVUE's Quote Form. Payment shall be made in Ue Se
dollars in the U.S. where Customer has established credit, and the terms of payment will be
NET 30" Thirty (30) days from invoice date unless otherwise indicated on the invoce, Any
FEES not paid by Customer when due shall bear interest until paid at a rate of one and
one -half percent (1 5 per month (eighteen percent (18 per annum), or the maximum rate
permitted by law. whichever is less Customer shall be responsible for the costs, including
vnthout limitation, attorneys' lees and court costs incurred by TELVUE in connection with
TELVUE's collection of any past -due FEES Customer shall bear and be solely responsible for
the payment of all taxes levied or assessed in connection with the Products and Services, if
any, including without limitation, all sales, use. rental receipt, personal property, import and
monthly or other taxes (but excluding taxes based solely upon TELVUE's income) In addition
to any other remedy available to IL TELVUE may suspend or terminate the Services. in whole
or in part, upon Customers failure to timely pay the FEES without mcumng any liability to
Customer or others associated with Customer. All FEES paid and charges made prior to any
termination as provided herein are nonrefundable Termination of the Services shall not
release Customer from any obligation to pay accrued charges on FEES TELVUE may
increase its FEES for any TELVUE provided content and third -party software to the extent that
its licensors raise their fees to TELVUE upon not less Than thirty (30) days pnor written notice
to the Customer If the increases exceed ten percent (10 of the then current FEES,
Customer may choose to delete the TELVUE-provided content or third -party software, as
applicable TELVUE reserves the right to begin charging Services FEES if the Services are
not launched by Customer within one hundred twenty (120) days of the order date through no
fault of TELVUE
EXPORT CONTROL Customer shall comply with all export laws and restrictions and
regulations of the Department of Commerce or other United Stales or foreign agency or
authonty, and shall not export, or allow the export or re-export of the Products or any
Confidential Information or any direct product thereof in violation of any such restrictions, laws
or regulations. or to Afghanistan, the People's Republic of China or any Group 0, 5, W, Y, or
Z country specified in the then current Supplement No 1 to Section 770 of the U S Export
Administration Regulations (or any successor supplement or regulations): Customer shall
obtain and bear all expenses relating to any necessary licenses and /or exemptions with
respect to the export from the U.S of all material or items deliverable by TELVUE to any
location and shall demonstrate to TELVUE compliance with all applicable laws and regulations
pnor to delivery thereof by TELVUE
WARRANTIES TELVUE warrants to Customer that the Products or Services offered by
TELVUE pursuant to these Terms and Conditions shall conform to the speafications for such
Products or Services mutually agreed to by the games in writing al the time of shipment The
warranty penod for hardware -based Products shall be twelve (12) months from the dale of
shipment Customers sole remedy for breach of the foregoing warranties shall be limited to
Product replacement, or if replacement is inadequate, or in TELVUE's sole discretion
impractical, to refund the purchase price TELVUE PROVIDES THE PRODUCTS AND
SERVICES AS IS' AND MAKES NO WARRANTY THAT THE PRODUCTS OR SERVICES
WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE: NOR DOES TELVUE
MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE
PRODUCTS OR SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY
CONTENT OBTAINED THROUGH THE PRODUCTS OR SERVICES EXCEPT AS SET
FORTH HEREIN, OR IN A WRITTEN AGREEMENT BETWEEN THE PARTIES THAT
EXPRESSLY AMENDS TELVUE'S WARRANTY, AND SUBJECT TO APPLICABLE LAW,
TELVUE MAKES NO OTHER, AND EXPRESSLY DISCLAIMS ALL OTHER,
REPRESENTATIONS. WARRANTIES, CONDITIONS OR COVENANTS, EITHER EXPRESS
OR IMPLIED (INCLUDING WITHOUT LIMITATION. ANY EXPRESS OR IMPLIED
WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE,
MERCHANTABILITY, DURABILITY, TITLE, ACCURACY OR NONINFRINGEMENT)
ARISING OUT OF OR RELATED TO THE PERFORMANCE OR NONPERFORMANCE OF
THE SERVICES, INCLUDING. BUT NOT LIMITED TO, ANY WARRANTY RELATING TO
THIRD PARTY SERVICES. ANY WARRANTY WITH RESPECT TO THE PERFORMANCE
OF ANY HARDWARE OR SOFTWARE USED IN PERFORMING SERVICES AND ANY
WARRANTY CONCERNING THE RESULTS TO BE OBTAINED FROM THE SERVICES
THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY
AND LIMITED REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE. To
the extent that TELVUE data is transmitted over the Internet. Customer acknowledges and
agrees that TELVUE has no control over the functioning of the Internet and TELVUE makes
no representations or warranties of any kind regarding the performance of the Internet
RELATIONSHIP OF PARTIES TELVUE and Customer are independent contractors in the
performance of these Terms and Conditions, and each parry is solely responsible for all of Its
employees and agents and its labor costs and expenses arising In connection therewith
Customer a responsible for and will Indemnify TELVUE from any and all claims, liabilities,
damages, debts, settlements, costs, attorney's fees, expenses and liabilities of any type
whatsoever that may anse in connection with the purchase and use of Products or Services
and on amount of Customers activities, or those of Its employees or agents, including without
limitation, providing unauthonzed representations or warranties (or failing to effectively
disclaim all warranties and liabilities on behalf of TELVUE) to ns customers or breaching any
term, representation or warranty of these Terms and Conditions
CUSTOMER OBLIGATIONS Certain TELVUE Products and Services require a full -time
Inlemel connection for proper operation An Internet mnnecbon may also be required for
remote TELVUE support Customer is responsible for providing Internet access that meets
TELVUE's requirements Customer shall provide TELVUE with access to Customers technical
personnel, facilities, systems. databases and information as necessary or appropriate for
TELVUE to perform Its obligations under these Terms and Conditions Customer shall be
solely responsible for all content supplied by Customer Customer represents and warrants to
TELVUE That such content will not violate or infringe any copynght, patent, trademark, Trade
secret, confidentiality or other propnelary nghl of any third parry
LIMITED LICENSE The License granted to Customer is for the object code version of the
Products or Services and TELVUE provided content only. Customer has no nghts to the
source code for the Products or Services or any TELVUE provided content Customer shall
not permit anyone under Customers direction or control to, reverse engineer. disassemble.
de-compile or remove any identifying mark of TELVUE or its licensors from the Products,
Services or any TELVUE- provided conlenl or attempt to do so Customer may not modify,
adapt, translate or create derivative works of the Products. Services or any TELVUE-provided
content without TELVUE's express written consent The Services are licensed as a single
product TELVUE provided content may be used only In con unction with the Services
TELVUE shall retain all Propnetary Rights in and 10 the aforementioned and to any
disoovenes, improvements. inventions (whether or not patentable), ideas or know how that i5
conceived, teamed. or reduced to practices by TELVUE in the course of performance under
these Terms and Conditions
CONFIDENTIALITY Both parties agree that all system designs, computer programs, data.
processes, trade secrets, Inventions (whether or not patentable), algorithms, know -how. and
Ideas and all other business, marketing. technical and financial information they obtain from
the other parry constitute 'Confidential Information' of the disclosing party if marked as such
when disclosed in wnling, or if disclosed orally, designated as such within 10 days of oral
disclosure. Except as expressly and unambiguously allowed under these Terms and
Conditions, TELVUE and Customer agree to hold In confidence and not use or disclose the
other party's Confidential Information The receiving party shall not be obligated for any
Information which 11 can document i5 in or (through no improper action or inaction by the
receiving party) enters the public domain (and is readily available without substantial effort). or
was nghHully in 1s possession or known by 11 prior to receipt from the disclosing parry, or was
nghHully disclosed to it by another person without restncbon, or was independently developed
by it by persons without access to such information and without use of any Confidential
Information of the disclosing party, or Is required to be disclosed pursuant to local or federal
statutes and /or regulations These obligations shall continue for a period of three (3) years
from disclosure
LIMITATION ON LIABLITY TELVUE WILL NOT BE LIABLE WITH RESPECT TO OR
ARISING OUT OF ANY SUBJECT MATTER OF THESE TERMS AND CONDITIONS UNDER
ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR ANY
AMOUNTS IN EXCESS IN THE AGGREGATE OF THE AMOUNTS PAID TO TELVUE HERE
UNDER OR ANY INCIDENTAL, INDIRECT. SPECIAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES, INCLUDING. BUT NOT LIMITED TO, LOST OF PROFITS, BUSINESS
REVENUES OR SAVINGS, LOST DATA OR COST OF PROCUREMENT OF SUBSTITUTE
GOODS, TECHNOLOGY OR SERVICES TELVUE SHALL HAVE NO LIABILITY FOR ANY
FAILURE OR DELAY DUE TO MATTERS BEYOND ITS REASONABLE CONTROL, THE
ENTIRE RISK ARISING OUT OF THE USE AND /OR PERFORMANCE OF THE PRODUCTS
OR SERVICES REMAINS WITH CUSTOMER IN NO EVENT SHALL TELVUE OR ITS
LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR
AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT. INDIRECT.
SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING. WITHOUT
LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS
INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS)
ARISING OUT OF USE OF OR INABILITY TO USE ANY PRODUCTS OR SERVICE, EVEN
IF TELVUE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR ARE
OTHEWISE FORSEEABLE IN THE EVENT A JURISDICTION DOES NOT PERMIT THE
EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL
DAMAGES, THESE LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED
BY LAW.
MISCELLANEOUS If any provision of these Terms and Conditions is held unenforceable by a
court of competent jurisdiction. that provision shall be limped or eliminated to the minimum
extent necessary so that the Terms and Conditions shall otherwise remain in full force and
effect and enforceable. These Terms and Conditions shall be governed by and construed
under the laws of the State of New Jersey and the United States without regard to the conflicts
of laws provisions (hereof and without regard to the United Nations Convention on Contracts
for the International Sale of Goods The parties agree That venue for any action of any kind
shall be Burlington County, New Jersey Any waiver or amendment to these Terms and
Conditions shall be effective only d made in writing and signed by a representative of the
respective parties, authonzed to bind the parties The prevailing party in any action to enforce
These Terms and Conditions shall be entitled to recover costs and expenses, including,
without limitation, attorneys' fees Notices given under These Terms and Conditions shall be in
wnling and considered to be received upon the earlier of actual receipt or five (5) days after
mailing 11 mailed postage prepaid by regular mail, or one (1) day after such notice Is sent by
major commercial rapid delivery courier or facsimile transmission Any delay or failure by
either pa0y to exercise any nghl or remedy mil not constitute a waiver of that party to
thereafter enforce such rights