STANDARD TERMS AND CONDITIONS

The Standard Terms and Conditions (the "Standard Terms") if applicable, are incorporated by reference into the following agreements between ABN and Dealer, more specifically;

  1. the Content Agreement, individually referred to herein as the "Content Agreement," and,
  2. the Equipment Agreement, individually referred to herein as the "Equipment Agreement"). (The Content Agreement and Equipment Agreement shall jointly be referred to herein as the "Agreements."

In the event of any conflict between the terms of the Agreements and these Standard Terms, the Agreements shall control except that Section 9 below shall control over the Agreements. As more fully described in the Content Agreement, ABN shall not provide equipment or hardware as part of the Content Agreement, but ABN shall deliver and show (both visual and/or auditory) advertising, educational and entertainment content ("Content") over an exclusive audio and video distribution network operated by ABN within Dealer's dealership and/or Dealer’s adjoining service building(s), collision center, pre-owned building(s), or other buildings that may receive Content from ABN as part of the Content Agreement (the "ABN Network"). Any necessary hardware, equipment and installation required to facilitate ABN providing the ABN Network to Dealer shall be defined in the Equipment Agreement between Dealer and ABN. The ABN Network shall refer to the combined Content and Dealer Equipment provided by ABN.

  1. Dealer Obligations as to Dealer Equipment and ABN Network. Dealer shall own the Dealer Equipment purchased under the Equipment Agreement, on which ABN will provide and broadcast Content on the ABN Network for Dealer under the Content Agreement. Dealer shall either finance through an installment or lease agreement arranged by ABN, or purchase by cash from ABN, the Dealer Equipment. Dealer is not required to use any financing made available by ABN and may use any financing of Dealer's own choice. To facilitate ABN's provision, maintenance and operation of the ABN Network on the Dealer Equipment, and perform ABN duties as per the terms of the Agreements, Dealer shall:
    1. provide ABN and its representatives including any installers for the Dealer Equipment reasonable access to Dealer's facilities (the "Dealer Facilities");

    2. ensure that the Dealer Facilities are in a safe condition for ABN and its representatives to perform the services required under the Agreements;

    3. provide ABN and its representatives access to electrical power, Internet connections and direct or indirect access to Dealer's host facilities as necessary for ABN to efficiently perform its services;

    4. ensure that the personnel at the Dealer Facility assist and cooperate with ABN as necessary while ABN installs the Equipment, and troubleshoots and isolates any faults in the Equipment and its connectivity; and

    5. ensure that the Equipment will, at a minimum, (i) be located indoors, (ii) have a constant temperature between 50˚ Fahrenheit and 104˚ Fahrenheit, and (iii) have a constant relative humidity between 10% and 90%.

    6. all risk of loss to the Equipment while located in Dealer Facilities is the responsibility of Dealer and in the event of a casualty, theft or other loss of the Dealer Equipment, Dealer shall pay to ABN the costs incurred by ABN for the replacement and/or reinstallation of any repaired or replaced Dealer Equipment within thirty days of receipt of ABN's invoice for such replacement and reinstallation. Dealer agrees not to interfere with, or seek to modify or repair, any of the Dealer Equipment and shall be responsible for any damage caused to the Dealer Equipment by Dealer or its agents, employees or its customers.

    7. The warranty on Dealer Equipment shall be the original manufacturer warranty effective when purchased on behalf of Dealer by ABN under the terms of the Equipment Agreement.

    8. ABN installs all Dealer Equipment and provides Content to the ABN Network utilizing the Dealer Equipment in compliance with Dealers' original equipment manufacturer applicable digital signage guidelines ("OEM Guidelines"). The Dealer is responsible for adherence to the compliant operation of Dealer Equipment, and may not reconfigure, obstruct, or interfere with the ABN Network or any of the system's intended functionality as defined by OEM Guidelines.

  2. Termination. ABN may terminate its providing of Content and other performance under (the "ABN Services") the Content Agreement if Dealer violates or breaches any provision of the Content Agreement by, including, but not limited to, failing to pay any amounts due under the Content Agreement. If ABN so terminates the ABN Services under the Content Agreement, ABN shall be entitled to accelerate and collect from Dealer all amounts due under the Content Agreement for the remainder of the Term of the Content Agreement. Notwithstanding any termination of the ABN Services under the Content Agreement, Dealer shall remain obligated to pay to ABN all amounts due to ABN prior to such termination. Dealer may terminate the Agreements in the event of a material breach by ABN of its obligations, which if not cured within twenty (30) days after ABN receives written notice of such breach from Dealer, which notice shall set forth the breach in sufficient detail to facilitate a cure by ABN.

  3. Advertising, Content and Software Owned by ABN. All Advertising, Content and software and any ABN digital assets including, without limitation, all advertisements and promotional material created or provided by ABN that are not copyrighted by an OEM and/or their subsidiaries or other entities which have provided content or software to ABN, and which shall also retain their individual copyrights (which Advertising, Content and software are collectively called the "ABN Content") shall be the exclusive property of ABN and upon termination of the Content Agreement for any reason, all ABN Content and ABN digital assets shall be returned to ABN and Dealer shall cease using such ABN Content and digital assets. Any Content created by ABN, or included in an ABN Content package, can only be used on the ABN Network.

  4. Dealer Provided Content; Security; Indemnification. Dealer warrants that all Dealer provided content uploaded to the ABN Network is owned, or properly licensed, by Dealer, and does not infringe upon the patents, trademarks, copyrights, trade secrets, or other property rights of any third party. Dealer is also responsible for security to prevent any unauthorized access to, hacking of, addition of any Content on, or other inappropriate use or access to the Dealer Equipment and/or ABN Network through or from the Dealer Facilities. DEALER WARRANTS THAT ALL CONTENT PROVIDED BY DEALER IS OWNED, OR PROPERLY LICENSED, BY DEALER AND DOES NOT INFRINGE UPON THE PATENTS, TRADEMARKS, COPYRIGHTS, TRADE SECRETS, OR OTHER PROPERTY RIGHTS OF ANY THIRD PARTY; PROVIDED, HOWEVER, THAT ANY INFORMATION INTEGRATED BY DEALER INTO ITS MATERIALS (INCLUDING, WITHOUT LIMITATION, DEALER PROVIDED CONTENT, DEALER FACEBOOK PAGES, TWITTTER ACCOUNTS AND DEALER WEBSITES), SHALL REMAIN THE SOLE RESPONSIBILITY OF DEALER AND DEALERS WARRANTY AS TO CONTENT SHALL HAVE NO APPLICATION TO SUCH MATERIALS.

    IN THE EVENT DEALER OR ANY EMPLOYEE, AGENT OR OTHER PERSON TO WHOM DEALER HAS MADE AVAILABLE DEALER’S PASSWORD GIVING ACCESS TO UPLOAD PHOTOS OR OTHER DATA, IMAGES, TEXT OR OTHER INFORMATION ("SELF-APPROVED CONTENT") TO THE ABN NETWORK, OR OTHER EQUIPMENT PROVIDED BY ABN SHALL UPLOAD SUCH SELF-APPROVED CONTENT, ABN SHALL HAVE NO RESPONSIBILITY WITH RESPECT TO SUCH SELF-APPROVED CONTENT AND DEALER SHALL INDEMIFY AND HOLD HARMLESS ABN AND ITS AFFILIATES FROM ANY THIRD PARTY CLAIMS BASED UPON SUCH SELF-APPROVED CONTENT AND ALL COSTS OF DEFENSE OF SUCH CLAIMS.

  5. ABN Provided Advertising, Software and Content. In providing ABN Content to Dealer, ABN grants to Dealer a non-exclusive and limited license to use and show ABN Content on Dealer's televisions and/or monitors, that are part of the ABN Network. Except for Dealer provided content and OEM provided content, ABN shall be the sole and exclusive owner of all right, title, and interest in and to all other content, all copies thereof, and all modifications and enhancements thereto (including ownership of all copyrights and other intellectual property rights pertaining thereto), subject only to the limited license rights that are expressly and specifically granted to Dealer under the Content Agreement including these Standard Terms and ABN retains sole right and exclusive privilege to sell advertising on the ABN Network, so long as such advertising does not compete with any automotive products or services offered by Dealer. Dealer may not show, use, copy, modify, or distribute the ABN Content (electronically or otherwise), or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by ABN. Upon the termination of the Content Agreement, ABN shall have the right to cease the provision of Content Services. ABN WARRANTS THAT ALL CONTENT AND SOFTWARE PROVIDED BY ABN IS OWNED, OR PROPERLY LICENSED, BY ABN AND DOES NOT INFRINGE UPON THE PATENTS, TRADEMARKS, COPYRIGHTS, TRADE SECRETS, OR OTHER PROPERTY RIGHTS OF ANY THIRD PARTY; PROVIDED, HOWEVER, THAT ANY INFORMATION INTEGRATED BY ABN INTO ITS MATERIALS (INCLUDING, WITHOUT LIMITATION, DEALER PROVIDED CONTENT, DEALER FACEBOOK PAGES, TWITTTER ACCOUNTS AND DEALER WEBSITES), SHALL REMAIN THE SOLE RESPONSIBILITY OF DEALER AND ABN’S WARRANTY AS TO CONTENT SHALL HAVE NO APPLICATION TO SUCH MATERIALS.

  6. Indemnification. Dealer and ABN agree to indemnify each other and any controlling person, partner, member, director, officer, manager, employee, agent, affiliate, or representative of the other party (collectively, the "Indemnified Parties") and hold each of the Indemnified Parties harmless against any losses, claims, damages, expenses (including the reasonable fees and expenses of their respective attorneys), liabilities, actions, proceedings, investigations (formal or informal), inquiries, or threats thereof to which the Indemnified Parties may become subject, arising in any manner out of or in connection with any breach of the Agreements or negligent act or omission of the other party. This Section 6 shall survive the termination of the Agreements.

  7. Notices. Any notice that is required to be given or served upon any party in connection with the Agreements must be in writing and given by a nationally recognized overnight delivery service and shall be deemed to have been given and received when a letter containing such notice, properly addressed, with postage prepaid, is delivered to such overnight delivery service, or sent by facsimile transmission, receipt confirmed, and followed by overnight delivery service. Notices shall be given to the parties as follows: if to Dealer, to the address specified on the Agreements and, if to ABN, to Brothers Media Group, LLC., 5220 Belfort Road, Suite 300, Jacksonville, FL 32256, Attention: Accounting: Fax: (904) 280-2677.

    The party seeking to be indemnified (the "Indemnified Party") by the other party (the "Indemnifying Party") under the Agreements agrees to give the Indemnifying Party prompt written notice of any third-party claim (a "Claim"); provided, however, that such notice shall not be a condition to the Indemnifying Party’s indemnity obligations hereunder unless the Indemnifying Party is materially and adversely affected by the Indemnified Party’s failure or delay in giving such notice. If the Indemnifying Party has reconfirmed, in writing and in a timely manner, its obligations to indemnify the Indemnified Party for a particular Claim, and the Indemnifying Party has provided the Indemnified Party with assurances satisfactory to the Indemnified Party, acting reasonably, that the Indemnifying Party has sufficient resources to satisfy its indemnity obligations hereunder, then the Indemnified Party will allow the Indemnifying Party to control the defense of such Claim as long as the Indemnifying Party acts promptly and reasonably. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of such claim. Any settlement by the Indemnifying Party must be approved by the Indemnified Party, with such approval not to be unreasonably withheld if the Indemnified Party receives a complete release of any such Claim. Notwithstanding anything herein stated, if in the Indemnified Party’s reasonable judgment, the interests of the parties’ conflict, the Indemnified Party may select, at the Indemnified Party's expense, its counsel as long as the Indemnified Party provides the Indemnifying Party notice of such selection within ten (10) business days after receiving service of a summons and complaint. Further, notwithstanding anything herein stated, the Indemnified Party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct and either party obtains a written legal opinion to such effect, then the reasonable expense of separate counsel for the Indemnified Party shall be paid by the Indemnifying Party.

  8. Policies and Requirements.

    1. ABN will not run cabling to a destination unless a display device is in place to receive and confirm the quality of the audio and video signal from the media player.

    2. The A/V portions of the ABN Network installation must be performed by an authorized ABN representative.

    3. Dealer understands that monitors may not be able to be installed in every location Dealer chooses based on dealership architectural limitations (such as on firewalls). Should this occur, Dealer will be notified by ABN and Dealer must either choose an alternate location to install the monitor or agree to pay the additional amount necessary for ABN to facilitate the monitor installation on the Dealer’s first choice location if possible.

    4. Once the installation is completed, ABN does not assume any costs associated with the relocation of the Dealer Equipment, dealer owned display devices, or any other equipment inherent to the viewing experience of ABN Network. MOREOVER, ABN DOES NOT WARRANT AND HAS NO RESPONSIBILITY FOR THE PROPER OPERATION OF ANY DEALER PROVIDED CABLING, MONITORS, TELEVISIONS OR OTHER SOFTWARE OR HARDWARE WHETHER CONNECTED TO OR PART OF THE ABN NETWORK AND DELIVERY SYSTEM FOR CONTENT AND AS SUCH ABN’S SERVICE LEVEL AGREEMENT REFERRED TO IN SECTION 8.e. HEREIN SHALL NOT BE IN EFFECT.

    5. Service Level Agreement terms and conditions can be found at http://www.abnetwork.com/sla

    6. If Dealer desires to have the ability for its customers to view traditional television programming through the ABN system, Dealer, at its cost, must arrange for the traditional television signal and its interface with the ABN system and must provide televisions for viewing such programming.

    7. All Dealer provided televisions or monitors must have a RG-6 (coaxial) input with a QAM tuner, and be capable of 1080p resolution.

    8. Dealer and not ABN shall have sole responsibility for any failures of the Dealer Equipment or the failure of delivery of Advertising Services, which result from, changes in, or errors caused by, Dealer's network configuration or failure of such network. Dealer shall notify ABN in advance of any change in Dealer’s network configuration.

    9. Dealer shall designate one IT person within Dealer’s organization (and provide such person's business and after-hours telephone contact information) as the primary contact to support both installation and maintenance of the Equipment and delivery of the AdvertisingServices.

    10. Dealer shall provide a suitable Internet Service Provider connection and or access, and shall use commercially reasonable efforts to maintain its network connectivity and performance at appropriate levels to support the ABN delivery of Advertising Services and to cooperate with all reasonable requests to resolve network access problems including, without limitation, ISP access problems, LAN configuration problems, LAN equipment failures andperformance problems. Dealer’s network shall have a minimum of 5 Mbps download, and 1 Mbps upload effective rate and shall be online 24/7/365 except for normally scheduled maintenance, repair or upgrade cycles. 10 Mbps download is preferred and required for very large networks with six media players or more. LAN access port shall be no less than 100 Mbps into the LAN. The Dealer’s network must allow for HTTP and HTTPS traffic on ports 80, 443, 44354, 22,7734, 7351, 5938 and 8087 with untrammeled access to various ABN managed domains. ABN shall have no responsibility for any service or equipment failures resulting from interruption or malfunction of Dealer’s Internet services.

    11. In the event of connection constraints during peak periods of network use, Dealer shall provide at least a daily 8 hour window where full data bandwidth will be available to ABN and its agents.

    12. ABN media players and associated networking devices require continuous power. Dealer shall provide access or allow ABN to install at the Dealer’s expense a suitable power drop on a suitable power circuit for the media player and other required networking devices supplying the minimum ampacity of 10 amps 24/7/365. ABN shall have no responsibility for any service or equipment failures resulting from interruption or malfunction of Dealer's power. The power circuit must meet the following National Electrical Code requirements:

      1. The circuit must not have any switches or motors such as compressors or fans.

      2. The ampacity of the circuit breaker must not exceed the ampacity of the wire used for the media player and equipment.

      3. Where a circuit supplies continuous loads or any combination of continuous and non-continuous loads, the rating of the overcurrent device shall not be less than the non-continuous load plus 125 percent of the continuous load.

      4. The circuit conductors and equipment shall be protected by overcurrent protective devices that have a rating or setting that complies with 210.20(A) through (D).

      5. Dealer shall provide access to the Dealer's network to permit ABN to download content and otherwise perform its services hereunder. If the Dealer's network is not accessible to ABN for that purpose or Dealer's firewalls prevent ABN from performing its services, Dealer will bear the cost of ABN's establishing a separate Internet access to the Equipment to perform its services.

  9. Liability Limitations. Notwithstanding anything herein or in the Content Agreement, Equipment Agreement or Agreements to the contrary;
    1. EXCEPT TO THE EXTENT LIABILITY ARISES OUT OF (A) A BREACH BY EITHER PARTY OF ITS CONFIDENTIALITY OBLIGATIONS SET FORTH HEREIN OR (B) A PARTY’S INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THIRD PARTY CLAIMS AS SET FORTH HEREIN;

    2. NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR DAMAGES IN THE FORM OF CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, LOST PROFITS, LOST SAVINGS, LOSS OF GOODWILL OR OTHERWISE, OR FOR EXEMPLARY DAMAGES, EVEN IF THE FIRST PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

      1. THE LIMIT OF ABN’S LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT OR BY STATUTE OR OTHERWISE) TO COMPANY RELATED TO THIS AGREEMENT, FOR ANY AND ALL CLAIMS WILL NOT IN THE AGGREGATE EXCEED AN AMOUNT EQUAL TO THE PAYMENTS RECEIVED BY ABN FROM DEALER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE LIABILITY FIRST AROSE.

      2. OTHER THAN THE EXCEPTION IN a. ABOVE, THE LIMITS OF DEALER LIABILITY WILL BE NO GREATER THAN THAT OF ABN AS SET FORTH IN 2. ABOVE.

    3. IF THE CONTENT SERVICES OR ANY OF THE CONTENT PROVIDED BY ABN ARE, OR IN THE OPINION OF ABN MAY BECOME, THE SUBJECT OF A CLIENT INDEMNIFIABLE CLAIM, THEN ABN MAY, AT ITS OPTION AND EXPENSE: (A) PROCURE FOR DEALER THE RIGHT TO USE THE SERVICES AND SUCH CONTENT IN THEIR THEN CURRENT FORM, (B) REPLACE THE SERVICES OR CONTENT WITH OTHER SERVICES OR CONTENT WHICH ARE EQUAL OR BETTER IN PERFORMANCE THAN THE SERVICES ON CONTENT REPLACED, (C) PROVIDE DEALER WITH A MODIFIED VERSION OF THE SERVICES OR CONTENT, OR (D) REMOVE THE SERVICES AND/OR TERMINATE THIS AGREEMENT (THE “ABN OPTION”). IN THE CASE OF (B)-(D), DEALER AGREES TO COOPERATE WITH THE ABN OPTION AND TAKE SUCH FURTHER STEPS AS ARE NECESSARY TO EFFECTUATE SAME OR TERMINATE THE CONTENT AGREEMENT. THE FOREGOING PROVISIONS OF THIS SECTION STATE THE ENTIRE LIABILITY AND OBLIGATION OF ABN AND THE EXCLUSIVE REMEDY OF DEALER WITH RESPECT TO ANY ALLEGED INFRINGEMENT, MISAPPROPRIATION OR OTHER VIOLATION OF INTELLECTUAL PROPERTY BY ABN.

    4. NEITHER PARTY HERETO SHALL HAVE ANY LIABILITY FOR FAILURES TO PERFORM DUE TO FORCE MAJOR CAUSES BEYOND SUCH PARTY’S CONTROL, INCLUDING, WITHOUT LIMITATION, POWER FAILURES, STORMS, AND NETWORK PROVIDER FAILURES.

    5. ABN ASSUMES NO RESPONSIBILITY FOR REPAIRS TO DEALER’S FACILITY FOR ANY REASON UPON THE INSTALLING, UNINSTALLING OR REMOVAL OF ANY EQUIPMENT ON THE ABN NETWORK.

  10. Dealer Requirements Under Service Level Agreement. ABN's Service Level Agreement (SLA) related to performance, uptime, and availability of the ABN Network is rendered null and void following any breach of the Agreement by Dealer and under the following scenarios:

    1. Dealer utilizes displays, media players, and / or A/V equipment not provided and installed by ABN.
      1. Examples include, but are not limited to:
        1. Dealer preexisting televisions
        2. Dealer provided A/V distribution equipment
        3. Dealer provided cable or satellite set-top box


    2. Dealer fails to provide and maintain adequate networking and internet connectivity.
      1. Examples include, but are not limited to:
        1. ISP Network Outages
        2. Insufficient bandwidth
        3. Misconfigured Dealer managed modem, switch or router
        4. Faulty or failed Dealer owned modem, switch, hub or router
        5. Faulty Dealer provided Ethernet cabling
        6. Dealer managed security restrictions on firewalls preventing required ABN resources
        7. Interface traffic congestion from Dealer systems
        8. IP Conflicts caused by rogue dealer equipment

    3. Dealer fails to provide and maintain adequate electrical resources.
      1. Examples include, but are not limited to:
        1. Voltage sags (or dips)
        2. Voltage fluctuation (dirty power)
        3. Voltage spikes or swells
        4. Voltage Unbalance
        5. Long interruptions
        6. Harmonic distortion
        7. Excessive Noise
    4. Dealer relocates, configures, tampers, or modifies ABN equipment.
    5. Dealer fails to provide and maintain a secure environment for the storage of ABN equipment.

    6. Dealer fails to provide and maintain proper HVAC thermal levels for the environment ABN equipment resides within.

    7. Dealer alters, relocates, or seeks to repair any ABN provided equipment using its own employees or any service provider not authorized by ABN to provide such services.

  11. Other Provisions.

    1. ABN's liability for failure to provide Advertising Services for any period during the Term shall be limited to the Advertising Services Fees prorated for the period during which Advertising Services were not provided. In no event shall ABN's liability hereunder exceed the total amount of fees that ABN receives from Dealer during the Term of the Agreements.

    2. If a dispute arises regarding the Agreements, the prevailing party shall be entitled to recover from the non-prevailing party, in addition to all other legal or equitable remedies, the costs of litigation, including reasonable attorneys' fees and costs.

    3. No waiver by any party of any default or breach of any covenant hereunder shall be deemed to extend to any prior or subsequent defaults or breaches of any covenants hereunder or affect in any way any rights arising by virtue of any prior or subsequent default or breach.
    4. The laws of the State of Florida shall govern the interpretation, construction, and legal effect of the Agreements and these Standard Terms. In the event of any litigation arising from the Agreements, the parties agree to the exclusive jurisdiction and venue for such litigation in Duval County, Florida and the Florida State Courts in and for the Fourth Judicial District or the Federal Court for the Middle District of Florida, Jacksonville Division. Dealer hereby consents to personal jurisdiction in the State of Florida.

    5. ABN reserves the right to assign its rights or obligations under the Agreements and these Standard Terms at any time. Dealer shall not assign any rights or obligations under this Agreements, or delegate the performance of any duties hereunder, without the prior written consent of ABN.

    6. ABN shall have the right, but is not obligated, to increase by three percent (3%) annually, the Content Services Fee on the annual contract anniversary, as defined in the Content Agreement between ABN and Dealer.
    7. Dealer agrees to maintain the confidentiality of the Agreements and these Terms and Conditions and shall not disclose any terms set forth therein to any other party.

    8. AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, EACH PARTY TO THIS AGREEMENT WAIVES THE RIGHT TO A JURY TRIAL WITH RESPECT TO ANY DISPUTE.