Terms & Conditions

The Networks Group, LLC 2006 Program Policies & Procedures

These Policies and Procedures are provided to programmers who have not entered into a long-form standard TNG Program Agreement with The Networks Group, LLC (“TNG”) to explain the standard methods, policies and procedures for obtaining television programming time available through TNG. All TNG programming time is sold pursuant to TNG’s Terms and Conditions which are attached to this document.

Credit applications take approximately 2 weeks to process. Each programmer must pre-pay the full amount of the order prior to any order being fulfilled by TNG. Any monies left on deposit from programming time which is purchased but not used must be used for future programming.

Terms & Conditions – By submitting an order for programming, programmers agree to the TNG TERMS AND CONDITIONS (the “Terms & Conditions”) which are attached to this document. In the event of any conflict between this document and the Terms and Conditions, the Terms and Conditions shall control.

Orders – All programmers who have not entered into a long-form standard TNG Program Agreement must sign the form TNG Insertion Order and fax to TNG at 303-839-5335- Attention: Block Programming Dept prior to the scheduled start date for the programming. No order will be binding unless and until it is reviewed and accepted by TNG. Orders may be rejected in TNG’s sole discretion due to rates, inventory availability or content or no reason. In the event that the programmer is solely responsible for payment, all orders must be booked by the agency as “care of’ billing.

Invoices –Prepayment must be received no later than 2 weeks prior to initial air to avoid cancellation (show will not air). Payments are due regardless receipt of an invoice.

Payments
Please reference Broadcast Week Number on your payment - Example: BW # 1

Checks Payable to:
The Networks Group,LLC,
Attn: Accounts Receivable
4100 E. Mississippi Ave, 19th Floor
Glendale, CO 80246

Money Wire:
Turner Media Group
Vectra Bank of Colorado
Columbine Valley Branch    
6901 S. Pierce St
Littleton, CO 80128

You will need a routing and account numer you may get from your account representative.

Billing Discrepancies – TNG will only consider disputes from programmer within 30 days of the date on the invoice.

Cancellation Policy –With respect to commitments of one year or more all cancellation requests must be in writing and received by TNG not more than 90 days and not less than 60 days prior to date (the "Cancellation Date") that is twelve months from the initial air date of the Programming by TNG and any such cancellations will be effective as of the last day of the broadcast week that includes the Cancellation Date.  With respect to commitments of less than one year all cancellation requests must be in writing and received by TNG not more than thirty (30) days prior to date for desired cancellation (the "Cancellation Date") and any such cancellations will be effective as of the last day of the broadcast week that includes the Cancellation Date.

Rates – Rate adjustments will be made on a quarterly basis to reflect increases in distribution or as otherwise deemed necessary by TNG in its sole discretion to reflect then current market rates.

Revisions – All order changes must be received 2 weeks prior to commencement of the broadcast week as to which such change applies.

Scheduling – Schedules are based on Midnight to Midnight Eastern Time Zone. TNG will not allow hiatus for holidays. All schedules are immediately preemptible at the sole and absolute discretion of TNG without prior notice.

For Satellite Delivery: Programmer shall supply TNG with two receivers (primary and a backup), along with a full spec sheet (emergency contact numbers, satellite spec etc) 3 weeks prior to launch for installation, signal confirmation and testing.

For Fiber Delivery: Please contact your TNG representative for details. Your final destination is:

Comcast Media Center, Denver
4100 E Dry Creek Road
Littleton, CO 80122

TNG makes no guarantees as to ratings that may or may not be achieved by any program. TNG is not responsible for response rates. Authorized Official Signature

THE NetworkS GROUP, LLC PROGRAMMING TERMS AND CONDITIONS

The following terms and conditions (“Terms and Conditions”) shall govern all programming (the “Programming”) placed with and/or through The Networks Group, LLC (“TNG”) by the undersigned programmer (“Programmer”) for telecast or its programming(a “Telecast”) in the absence of an executed long-form standard TNG Program Agreement.

1. Orders. Upon Programmer’s acknowledgement of receipt and review of and agreement to these Terms and Conditions and of the TNG Policies and Procedures Programmer may submit orders (“Orders”) for Telecasts of programming at the times and for the durations set forth in such Orders. Orders shall take such form and contain such terms as TNG shall in its sole discretion determine from time to time. In order to be binding upon TNG (a “Binding Order”) an Order must be accepted by TNG in writing. TNG reserves the right to reject any Order for any reason including without limitation, rates, inventory availability or content or no reason. If Programmer has not agreed to the TNG Policies and Procedures and/or to these Terms and Conditions and nonetheless submits an Order, provided that TNG has provided Programmer with a copy of the Ad Sales Policies and Procedures, these Terms and Conditions shall govern the relationship with respect to any Programming placed in an Order. If Programmer wishes to change an Order, they must provide at least one (2) week’s prior written notice to TNG and no change shall be effective unless accepted in writing by TNG. If any Order contains terms which are different that the terms and conditions contain herein these Terms and Conditions shall control.

Programmer hereby grants to TNG the right throughout the Universe (the “Territory”), non-exclusively throughout the period of the Telecasts, to transmit, exhibit, advertise, duplicate, promote, telecast, web-cast, distribute over or through any means or media now existing or hereafter developed and otherwise exploit (collectively, “Distribute” or “Distribution”, as the context may require) the Programming and its constituent elements (including without limitation any existing foreign language versions) without limitation as to number of exhibitions or uses, on a live or delayed basis. In addition, Programmer is solely and exclusively responsible for all costs and expenses whatsoever required in connection with the production and delivery of the programming. Without limiting the generality of the foregoing, Programmer shall arrange and be solely responsible for all necessary licenses, clearances, permissions and fees required in connection with the production, distribution, promotion and other exploitation of the programming as contemplated hereunder, including without limitation all music licenses and fees and agreements for the use of names, likenesses, trademarks, trade names, service marks and other rights of the individuals, entities, event(s), properties or businesses on which the Programming is based or which are included within the Programming. Upon request, Programmer shall furnish TNG with copies of all such licenses, clearances and permissions.

2. Responsibility and Authority to Bind. In consideration of TNG providing the time for the Telecast, the Programmer acknowledges and assumes full responsibility for payment of all expenses incurred, ordered and provided on behalf of the Programmer by TNG in accordance with these Terms and Conditions, including without limitation the costs of air time as agreed to by TNG in any Binding Order or in the absence of a Binding Order at TNG’s then current rate card. Programmer hereby represents warrants and covenants that it has full power and authority to agree to these Terms and Conditions and to the TNG Policies and Procedures.

3. Invoicing and Payments. Prepayment must be received by due date to avoid cancellation (show will not air). Minimum requirement on Prepayments: The first prepayment covers two weeks, then your prepayments can be made weekly, due Tuesday for schedules the following Mon-Sun week. Should third-party collection become necessary to collect any funds owed to TNG, Programmer agrees to pay all costs of collection including attorney’s fees and costs and court costs including, but not limited to costs incurred as a result of the insolvency or bankruptcy of the Programmer. In the event that TNG shall for any reason whatsoever believe that Programmer’s credit has been impaired, TNG shall have the right to change terms of payment. Exercise of such right by TNG shall not release Programmer from any obligation to TNG. If applicable, all unpaid portions are subject to a late payment charge of one and one-half percent (1.5%) per month or the greatest amount allowed under applicable law (whichever is greater) until paid in full. In the event of claimed discrepancies in the invoice, such discrepancies must be brought to the attention of TNG within thirty (30) days, and Programmer shall pay all portions of TNG’s bill which are not specifically disputed within the time provided in this paragraph. All amounts due under this Agreement shall be paid in full without any deduction or withholding Programmer shall not be entitled to assert any credit, set-off or counterclaim against TNG in order to justify withholding payment of any such amount in whole or in part. TNG shall be entitled but not obliged at any time or times without notice to Programmer to set off any liability of Programmer to TNG against any liability of TNG or any affiliate of TNG to Programmer (in either case howsoever arising and whether any such liability is present or future, liquidated or unliquidated and irrespective of the currency of its denomination) and may for such purpose convert or exchange any currency. Programmer agree and acknowledge that any amount left on deposit with TNG shall not be refunded, but rather must be used for the purchase of future Telecasts. Any exercise by TNG of its rights under this paragraph shall be without prejudice to any other rights or remedies available to TNG hereunder or otherwise.

4. Rates. Rate adjustments may be made by TNG from time to time throughout the duration of the Telecasts to reflect increases in distribution or on an as needed basis to reflect then current market rates. The rates for the Telecast shall be set forth in each Binding Order.

5. Preemption and Cancellation of Telecast. All of the Programming is subject to preemption by TNG from time to time in TNG’s sole discretion for or without any reason whatsoever.

The Programming and all elements thereof shall be subject to the approval of TNG prior to the distribution of any such material by TNG. Without limiting the generality of the foregoing, TNG will not distribute any materials, advertising or advertiser including or alluding in any manner to sexual, obscene or indecent material, illegal activities, lotteries, gambling, politics, religion, violence, any Distributor, or is otherwise in the opinion of TNG distasteful, vulgar or demeaning to any person or entity, or may violate, in TNG’s sole determination, any provision of any arrangement between TNG or any affiliate of TNG and any Distributor or other third party, it being understood and agreed that this list is not exhaustive of the reasons that TNG may withhold its approval.

6. Warranties. Representations and Warranties; Certain Covenants.

a. Each party represents and warrants to the other as follows:

(i) Organization. Such party is on the date hereof validly existing and in good standing under the laws of its jurisdictions of organization and has all requisite power and authority to own its properties and assets and to conduct its businesses as currently conducted.

(ii) Authorization and Validity. Such party hereto has all requisite power and authority to agree to and be bound by the Binding Order, these terms and Conditions and by the TNG Policies and Procedures (collectively, the “Terms”) and to perform its obligations hereunder and thereunder. The execution and delivery of the Binding Order by such party and the performance by such party of its obligations thereunder and under the Terms has been duly authorized by all necessary action by such party and constitutes the valid and binding obligation of such party enforceable against it in accordance with the terms hereof.

(iii) No Conflicts. The execution and delivery of the Binding Order and the performance by such party of its respective obligations thereunder and under the Terms does not and shall not (i) violate or conflict with such party’s documents of organization or other governing documents, (ii) violate any provision of law, or any order, judgment or other decree of any court or governmental authority applicable to and binding upon such party or any of such party’s material assets, (iii) violate or result in a breach of or constitute (with due notice or lapse of time or both) a default under any agreement to which such party is party or by which it is otherwise bound.

b. Programmer hereby represents and warrants to TNG as follows:

(i) Programmer is the sole and exclusive owner of all rights to the programming to be Telecast;

(ii) The rights granted hereunder and the use of such rights as contemplated herein will not infringe upon, conflict with or in any manner violate the right of any third party;

(iii) Programmer will not take any action or fail to take any action that could interfere with or in any manner impair or adversely affect the rights granted hereunder;

(iv) Neither the Programming nor any element thereof nor any material contained therein will infringe upon, conflict with or in any manner violate (x) the right of privacy of, the right of publicity of, any other right of or constitute a libel or slander against or defame against any person or entity, (y) any applicable law, rule or regulation, or (z) any copyright, trademark, service mark, trade name of any third party.

c. Programmer will not grant any right to any party that is inconsistent with the rights granted herein.

d. Programmer acknowledges and agrees that TNG’s rights in this Agreement are valuable and unique and that money damages would not be a sufficient remedy for any breach of this Agreement by Programmer. Accordingly, TNG shall be entitled to specific performance, including, without limitation, injunctive relief, as a remedy for any such breach by Programmer. Such remedy shall not be deemed to be the exclusive remedy for breach of this Agreement but shall be in addition to all other remedies available at law or equity.

e. Programmer covenants that it will not grant any rights inconsistent with or that may in any manner adversely affect the rights granted hereunder.

f. Programmer represents and warrants to TNG that it has, or will secure prior to the delivery of any Programming, and covenants to maintain in full force and effect for at least three (3) years following the final airing of any Programming, standard errors and omissions insurance (also known as media or broadcaster’s liability insurance) covering the Programming and Programmer’s obligations to TNG hereunder. Such insurance must have limits for damages and legal defense costs of no less than one million dollars ($1,000,000) for any single party’s claim arising out of a single occurrence and three million dollars ($3,000,000) for all claims arising out of a single occurrence. All such insurance must be issued by reputable insurers rated A or better by A.M. Best and Co. and must cover TNG and each of its affiliates, officers and directors, assignees and sub-licensees and all of their respective officers, directors, agents, employees and stockholders. Programmer will deliver evidence to TNG of such coverage prior to the initial airing of any Programming. All insurance shall be primary and non-contributory coverage to any insurance or self-insurance maintained by TNG. Programmer will require each of its insurers to include a waiver of subrogation provision in TNG’s insurance policies, and Programmer hereby waives any rights of subrogation it may have against TNG. Programmer shall provide to TNG certificates of insurance as evidence of maintenance of all insurance policies required by this Section prior to or contemporaneously with the execution hereof. Such certificates shall indicate that the insurance policies evidenced thereon shall not be canceled, non-renewed or reduced in scope of coverage or amount except upon delivery of thirty (30) days' prior written notice to TNG. In addition, such certificates shall indicate coverage for the entire Term, or Programmer shall provide to TNG, not later than thirty (30) days prior to the expiration of any policy, a subsequent certificate of insurance as evidence that the pertinent insurance continues in full force and effect.

TNG MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE TELECAST OR THE PERFORMANCE OF SERVICES INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. AGENT/PROGRAMMER AGREE AND ACKNOWLEDGE THAT THE TELECAST IS PROVIDED “AS IS” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND.

7. Handling of Property and Mail. TNG shall exercise normal precautions but shall assume no liability for loss or damage to Programming material and other property accept to process mail, correspondence or telephone calls in connection with Telecasts except after TNG’s prior consent and, if so approved, is at the sole risk and expense of Programmer.

8. Scheduling Schedules are based on Midnight to Midnight Eastern Time Zone. TNG will not allow hiatus for holidays. All schedules are immediately preemptible at the sole and absolute discretion of Turner Media Group without prior notice.

9. Termination and Cancellation. Programmer may terminate any Binding Order upon not fewer than 30 days’ prior written notice to TNG, except in the vent that a Binding Order sets forth a minimum commitment, in which case Programmer shall be bound by the terms of such Binding Order.

10. Indemnification. Agent/ Programmer shall indemnify, defend and forever hold harmless TNG, its Affiliates and their respective present and former officers, shareholders, directors, employees, partners and agents ("TNG Indemnitees"), against and from any and all damages, costs, losses liabilities of any and every kind whatsoever and howsoever arising including, without limitation attorney fees and expenses (including any costs of investigation and/or preparations) (collectively, “Costs”) arising out of (i) any breach by Programmer of any provision of these Terms and Conditions, the TNG Policies and Procedures or any Binding Order submitted by Programmer, (ii) the inaccuracy of any warranty or representation made by Programmer herein, in the TNG Policies and Procedures or in any Binding Order and/or (iii) in any manner whatsoever arising out of the programming provided to TNG by Programmer as contemplated hereunder. In furtherance of and without limiting the generality of the foregoing, Programmer shall indemnify, defend and forever hold harmless each TNG Indemnitee against and from any and all Costs arising or resulting directly and/or indirectly out of any programming provided to TNG by or on behalf of Programmer or the use of any product and/or service which is a subject of such programming, including without limitation, Costs arising out of claims by third parties for tort or fraud. This indemnification obligation shall survive any termination of the relationship between the parties indefinitely. TNG shall exclusively control any litigation and any settlements that may arise between any third party and either party hereto and for which indemnification may be sought hereunder.

11. Survival. Any provision which either by its term or by its nature is intended to survive termination or expiration of the relationship between the parties shall survive such termination or expiration indefinitely.

12. No Waiver. The failure of either party to insist upon strict performance of any provision hereof shall not be construed as a waiver of any subsequent breach of the same or similar nature. All rights and remedies reserved to either party shall be cumulative and shall not be in limitation of any other right or remedy which such party may have at law or in equity.

13. Liability for Taxes. All taxes in any manner associated with the programming provided to TNG for Telecast (other than TNG’s income taxes) shall be the sole responsibility of Programmer.

14. Legal Obligations. TNG’s obligations hereunder are subject to the terms and conditions of licenses held by it and by applicable federal, state, and local laws, and regulations. If any of the terms or provisions of Binding Order are contrary to the provisions of TNG’s license or of any applicable laws or governing rules or regulations such terms and provisions shall be considered as automatically amended to conform thereto.

15. Assignment. These Terms and Conditions along with the obligations created by any Binding Order are binding upon the heirs, legal representatives, successors and assigns of Programmer and TNG, respectively, and. TNG may assign these Terms and Conditions to any Affiliate (meaning any company that is controls, is controlled by or is under common control with TNG in whole or in part) at any time without the consent of Programmer. These Terms and Conditions shall not be assigned by Programmer, except upon the prior written consent of TNG. Any merger, reorganization or consolidation or other change in control of Programmer shall be deemed an assignment.

16. Force Majeure. Notwithstanding anything herein contained to the contrary, neither party shall be liable to the other in damages because of any failure to perform hereunder caused by any cause beyond its control, including but not limited to fire, earthquake, flood, epidemic, accident, explosion, casualty, labor controversy, strike, lockouts, riot, civil disturbance, act of a public enemy, embargo, war, act of God, any governmental ordinance or law, the issuance of any executive or judicial order, any failure or delay or any transportation agency, any failure or delay in respect to any electrical, technical or sound equipment or apparatus, or by any laboratory, any failure without fault, to obtain material, transportation, power or any other essential thing required in the conduct of its business or any similar cause (an "Event of Force Majeure").

17. Choice of Law and Venue. All aspects of the relationship between the parties shall be construed by and governed in accordance with the laws of the State of Colorado, without regard to its choice of law provisions. The federal and state courts located in the State of Colorado shall have exclusive jurisdiction to hear and determine any claims, disputes, actions or suits which may arise hereunder, under, under any Binding Order or under the TNG Policies and Procedures. The parties voluntarily consent to the personal jurisdiction of, and waive any objection as to venue in, such courts for such purposes. The parties agree that each provision of this Agreement shall be construed as separable and divisible from every other provision and that the enforceability of any one provision shall not limit the enforceability, in whole or in part, of any other provision hereof.

18. Limitation of Liability. IN NO EVENT SHALL TNG OR ANY AFFILIATE OF TNG BE LIABLE FOR ANY EXEMPLARY, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (WHETHER FORESEEABLE OR NOT), INCLUDING WITHOUT LIMITATION ANY PAYMENT FOR LOST BUSINESS, FUTURE PROFITS, LOSS OF GOODWILL, REIMBURSEMENT FOR EXPENDITURES OR INVESTMENTS MADE OR COMMITMENTS ENTERED INTO, CREATION OF CLIENTELE, PROGRAMMING COSTS, TERMINATION OF EMPLOYEES OR EMPLOYEES SALARIES, OVERHEAD OR FACILITIES INCURRED OR ACQUIRED BASED UPON THE BUSINESS DERIVED OR ANTICIPATED UNDER THIS AGREEMENT, CLAIMS UNDER TERMINATION, PROTECTION, NON-RENEWAL OR SIMILAR LAWS, FOR ANY CAUSE WHATSOEVER WHETHER OR NOT CAUSED BY THE OTHER PARTY’S NEGLIGENCE. IN NO EVENT WILL TNG’S LIABILITY TO PROGRAMMER EXCEED THE AMOUNTS PAID TO TNG BY ADVERTSIER FOR THE TELECAST OR SERVICES WHICH ARE THE SUBJECT OF THE LIABILITY AND IN THE CASE WHERE THE SUBJECT OF THE LIABILITY IS ASSOCIATED WITH THE ENTIRE SCOPE OF THE TERLECASTS PROVIDED BY TNG THEN TNG’S TOTAL LIABILITY SHALL IN NO EVENT EXCEED THE TOTAL AMOUNTS OF MONIES PAID TO TNG BY PROGRAMMER.

19. Entire Agreement and Survival. These Terms and Conditions together with the Binding Order and the Policies and Procedures represent the entire agreement between the parties in respect of the subject matter hereof and each party agrees that there are no other writings either prior or contemporaneous with respect hereto. Any provision hereof or thereof which by its term or by its logical nature would survive termination or expiration of the relationship between the parties shall such survive termination indefinitely.

20 No Presumption. These Terms and Conditions shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.