1. Display of Advertising Material

• 1A Digi-VUE Advertising may display your advertisement in rotation in its sole discretion at any time. If any redesign materially and adversely affects the placement of one or more advertisements, or if Digi-VUE Advertising is otherwise unable to display such advertisements, Digi-VUE Advertising will work with advertiser to display the affected advertisements elsewhere in comparable areas of the Digi-VUE Advertising digital signage network.
• 1B The advertising inventory under this Insertion Order is for use solely by the Advertiser and may not be used by any third party.
• 1C Any guarantees are to impressions (as measured by Digi-VUE Advertising in accordance with its standard methodologies and protocols), not “Actual Call-in’s or Sales”. Advertisers may view estimated viewer audience located at www.DigiVUEAdvertising.com. Advertiser may not disclose such information to any third party without Digi-VUE Advertising’s express prior written consent.
• 1D Advertisers must provide all necessary artwork in the time frame and within the specified Advertising Specifications.

• 1E If the Client chooses to use prefabricated design work, there will be a __$35.00_ fee to import and format the advertisement to be viewed on the Digi-VUE advertising network.

• 1F If Clients choose to have Digi-VUE Advertising design a slide there will be a Two (2) hour minimum for artist time on creating a new black and white or color advertisement. The minimum charge is _$35_ per hour. If the Client chooses to re-use a previous Digi-VUE advertisement that was displayed from previous months the client will be subject to a minimum _$35_per hour rate to update existing ad art work. There will be a ½ hour minimum of artist design time when re-using a previous design or advertisement. All Clients are offered complimentary, the option to update their advertisement once per month. Updates are defined to text changes only, if client requires changes to art work, charges will apply no exceptions. Updates are to be received 7 days before the first of every month. If update requests are received after this time window updates will not take place complimentary until the first of the next month. If the client MUST have the ad updated during the course of the month outside of the normal digital signage updates the client will be charged a minimum _$5_ charge per _1_ digital sign locations.

• 1G ADVERTISING PROOFS: When Digi-VUE advertising  changes a(n) ad copy in any digital sign location, a PROOF of the ad will be emailed to the contact person on file.(e-mails  will be required - Sorry, the production time-line does not allow proofs to be mailed to individual Clients). It will be the Client’s responsibility to call (661) 492-4234 OR E-mail [email protected] to make any last minute changes when required. This must be done immediately. If we do not hear from you within 48 hours, we will have to assume that the advertiser has looked at the content of the ad, the design and layout and has checked to see that no typographical errors appear. The ad will appear as was emailed. If changes are to be made after advertisement has been published across the digital signage network client maybe be subject to a $5 Charge per_1__ digital signage locations.

• 1H Digi-VUE Advertising Clients agree that the publishers have the right to reject advertising:

1.   If the editors determine that the advertising is inconsistent with their understanding of the community’s objectives, values or image or the aesthetic standards of Digi-VUE Advertising.
2.   If advertiser fails to meet deadlines for space reservation, ad revisions, new advertising or ad approvals (see box above).
3.   Digi-VUE Advertising does not accept Advertisement related to adult oriented materials. You agree not to promote sexually and/ or drug oriented materials from your ad.
4.   Political and religious advertisements will go under strict review and consideration in efforts to control any conflicts of interest(s).  
5.    For any other reason or for no reason.

• 1I Advertiser shall bear full responsibility for all products or services offered, sold, or licensed through the advertisements or the Advertiser’s website. Advertiser will collect and pay all taxes related to the sale or licensing of such products or services.
• 1J All proofs and artwork(s) are owned by Digi-VUE Advertising unless otherwise agreed upon in a separate contract. First-time Clients agree to pay a 50% deposit of the ad rate on or before the ad proof approval date (below). Furthermore, Client agrees to pay for photography, illustrations or color scans performed by Digi-Advertising, as well as any corrections made to advertisement after signed approval of ad; such work will be billed to Clients at cost.
• 1K Advertising space is sold on a “first-come first-serve” basis. Digi-VUE Advertising reserves the right to defer advertisements to future date if deadlines are not met. Further Digi-VUE Advertising reserves the right to delay, suspend or terminate advertisements at any time.  Digi-VUE Advertising releases any and all loss, liability or expense occasioned by Digi-VUE advertising by reason of a) any failure to publish advertising pursuant to this Contract or b) failure to return ad media (original art work, disks, film).  In such event the advertising is not affected, the Advertising Charge (or the prorated portion thereof) will be refunded to Advertiser.
• 1L The undersigned (“Advertiser”) agrees to advertise in Digi-VUE Advertising digital signage network for the number of months listed and for the number of digital signage sites listed on invoice (this form is not an invoice), Client’s ad will alternate for a time length of 10 seconds each time the ad is displayed in rotation. Timeslots vary contact Digi-VUE Advertising for complete information on timeslot rotation.

2. Legal Terms & Conditions

• 2A License and Warranties. Advertiser hereby grants Digi-VUE Advertising the right to market, display, reproduce (including compression and temporary storage), distribute, perform, transmit and promote the advertisements together with any content or materials on any interactive site or materials linked to the advertisements through the Digi-VUE Advertising.com website. Advertiser certifies that it has all necessary rights and permissions to offer, sell and/or license such products and services through the advertisements and the Advertiser’s website, and that the advertisements and the Advertiser’s website do not and will not violate any applicable laws or regulations or any third-party rights (including, without limitation, intellectual property rights), or contain any libelous or defamatory materials. Advertiser certifies that the advertisements and the Advertiser’s website will at all times comply with all standard, written policies applicable to Digi-VUE Advertising, including the privacy policies and advertising specifications.

• 2B Digi-VUE Advertising Trademarks. Advertiser shall not use, display or modify Digi-VUE Advertising trademarks in any manner without the prior written consent of Digi-VUE Advertising.

• 2C Limitation of Liability; Disclaimer; Indemnification. (A) Except in connection with the confidentiality, solicitation, tax and indemnity provisions herein, damages under this agreement shall be limited to direct damages, (B) Digi-VUE Advertising does not make and specifically disclaims any representations or warranties, express or implied, and under no circumstances will Digi-VUE Advertising aggregate liability hereunder or in connection herewith (including, without limitation, in respect of the indemnity below) exceed the advertising fees actually paid by Advertiser to Digi-VUE Advertising hereunder, and (C) each party (“indemnifying party”) hereby agrees to indemnify, defend and hold harmless the other party and the officers, directors, agents, affiliates, distributors, franchises and employees of the other party from and against all claims, actions, liabilities, losses, expenses, damages and costs (including, without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings arising out of any material breach by indemnifying party of any duty, representation or warranty under these Terms and Condition.

Related Limitations and Covenants.

• 2D Neither Digi-VUE Advertising nor its affiliates shall have any liability whatsoever by reason of error for which they may be responsible in any advertisement beyond liability to give the advertiser or advertising agency credit for so much of the space occupied by the advertisement as is materially affected by the error; and its obligation to give such credit shall not apply unless it is notified of the inaccuracy within 48 hours following the posting error.
• 2E Digi-VUE Advertising does not guarantee any given level of circulation, distribution, reach or readership for any advertisement.
• 2F The advertiser and advertising agency jointly and severally assume liability for all content (including text representation, illustrations, updates and links to other internet content) of advertisements published and also assumes responsibility for any claims arising there from made against Digi-VUE Advertising or its affiliates, including all costs associated with defending any such claim.
• 2G All advertising copy that may be mistaken by a reader as news, feature or other non-advertising materials must be clearly marked “advertisement”.
• 2H Digi-VUE Advertising shall not be liable to the Advertiser for any technical malfunction, computer error, or loss of data or other injury, damage or disruption to advertisements or any web sites.
• 2I Advertisements on the Digi-VUE Advertising digital signs will be shown during normal business hours of the business they (Client) choose to advertise at. These hours are not guaranteed and are limited based on the operational hours of that specific business. Rates will not be compensated due to any circumstance of closed status (I.E.: holidays, special events or vacation closure) these terms are based on these examples however are not limited to these examples and any other reasons for closure are valid. The only reason for compensation will be due when the business selected to advertise is “out of business” and will no longer be a participant in the Digi- Advertising network. Upon notice of closure of businesses, Clients affected by this closure will have the one option to choose another Digi-VUE digital sign location for the remainder duration of the negotiated contract agreement.
• 2J In the event an account is referred to a third party for collection, advertiser and advertising agency agree to pay all collection fees including attorneys’ fees and court costs incurred to effect collection.

3. Solicitation; Privacy Policy; User Information

• 3A Advertiser shall not send unsolicited, commercial email or other online communications (e.g., “spam”) through or into DigiVUEAdvertising.com and shall comply with all standard DigiVUEAdvertising.com bulk email policies.
• 3B Advertiser shall ensure that its collection, use and disclosure of information obtained from Digi-VUE Advertising users under this Insertion Order complies with all applicable laws, regulations and privacy policies.
• 3C Advertiser shall not disclose such user information to any party, nor shall Advertiser use or allow any other party to use such user information in any manner that is or could reasonably be expected to be used by or on behalf of any product or service competitive with Digi-VUE Advertising. This section shall survive the completion, expiration, termination or cancellation of this Insertion Order for a period of two (2) years.

4. Confidentiality

• 4A Both parties will keep the existence and terms of this Insertion Order confidential and neither party will publish any press release related hereto without the prior written consent of the other party. 
  

5. Termination

• 5A Either party may terminate this Insertion Order in the event of a material breach of this Insertion Order by the other party, which remains uncured after ten (30) days written notice thereof. In addition, Digi-VUE Advertising may terminate this Insertion Order upon a material breach by Advertiser of any other agreement between the parties which is not cured within cure period set forth in such agreement. If Digi-VUE Advertising terminates this Insertion Order due to Advertiser’s material breach of any requirement of this Insertion Order or of any other written agreement with Digi-VUE Advertising, all of Advertiser’s payment obligations hereunder shall survive such termination. If Advertiser terminates this Insertion Order due to Digi-VUE Advertising’s material breach of this Insertion Order, Advertiser will be responsible only for the Pro-rata Payments.
• 5B Digi-VUE Advertising may terminate this Insertion Order at any time for any reason upon thirty (30) days written notice to Advertiser (or upon such shorter notice as may be designated by Digi-VUE Advertising in the event that Digi-VUE Advertising believes in good faith that further display of the advertisements will expose Digi-VUE Advertising to liability or other adverse consequences). In such event, Advertiser will be responsible only for only the Pro-Rata Payments.

6. Miscellaneous

• 6A This Insertion Order sets forth the entire agreement between Advertiser and Digi-VUE Advertising with respect to the transactions set forth herein, and supersedes any and all prior agreements of Digi-VUE Advertising or Advertiser with respect to such transactions. If an advertising agency signs this Insertion Order on behalf of Advertiser, the agency thereby represents and warrants that it has full authority to bind Advertiser to the terms of this Insertion Order and that it will ensure that Advertiser complies with all such terms.

7. Governing Law 

• 7A This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

8. Executive Acknowledgment. 

• 8A The Executive acknowledges (a) that he has consulted with or has had the opportunity to consult with independent counsel of his own choice concerning this Agreement and has been advised to do so by the Company, and (b) that he has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment.

9. Arbitration

• 9A Any controversy between the Executive, his heirs or estate and the Company or any employee of the Company, including but not limited to, those involving the construction or application of any of the terms, provisions or conditions of this Agreement or otherwise arising out of or related to this Agreement, shall be settled by arbitration before a single arbitrator in accordance with the then current commercial arbitration rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The location of the arbitration shall be Palmdale, California if the Executive’s current or most recent location of employment with the Company is or was located in Los Angeles County, California. If it is or was elsewhere, the arbitration shall be held at the city nearest to the Executive’s last location of employment with the Company that has an office of the American Arbitration Association. The arbitrator shall, to the extent that the Executive prevails in the arbitration, award attorney’s fees to the Executive.

10. Representation

• 10A The Executive represents and warrants to the Company that he has the legal right to enter into this Agreement and to perform all of the obligations on his part to be performed hereunder in accordance with its terms and that he is not a party to any agreement or understanding, written or oral, which could prevent him from entering into this Agreement or performing all of his obligations hereunder.

(Revised 12.01.2010)

Total Network Package & Flex Package Complete Terms and Conditions

• Minimum monthly agreement required of six or twelve months.
• Rates will increase $20 per month when agreeing to a six month advertising commitment.
• Monthly automatic payments are required to qualify for this special package rate. NO Exceptions.
• Digi-VUE Advertising will provide and client must complete and submit the Digi-VUE Advertising easy electronic payment processing form prior to completion of art labor and before digital signs are updated with client’s advertisement. 
• 5% discount off of total price of package for complete payment in advance.
• Art time charged if needed not required.
• Art Labor is to be charged prior to the start of advertisement(s) design, No Exceptions.
• Clients whom provide pre existing art work must provide all art work to meet all Digi-VUE Advertising digital signage specifications. If art work does not meet specifications Digi-VUE Advertising will not be responsible for reasons such as; loss of business, missing deadlines, corrupt files, and any other such reason not limited to this list.
• If client fails to submits art work prior to deadline(s) client is still responsible to make complete and on time payments regardless of effected circumstances of missing art work due to unqualified graphics specifications.
• All art work updates are required to be submitted twenty one days prior to the first of the month to ensure all updated advertisements will be displayed on time with the start of a new month.
• If a client chooses to update advertisement before normally schedule digital signage updates a $5 dollar set-up fee will be charged per digital sign that is to be updated with new advertisement(s).
• All advertisements updated on normally scheduled digital signage updates are free of charge. Contact Digi-VUE Advertising for scheduled digital signage updates.
• The Total Network Package & Flex Package(s) allows you to advertise on all qualifying participating Digi-VUE Advertising digital signage locations. All Digi-VUE Advertising digital signs qualify as participating locations unless other whys stated in our package non-participating digital signage list.

Total Network Package & Flex Pkg. Non-Participating digital signage list:
The Lancaster Jet Hawks Stadium (L) Concessions Stand digital sign
The Lancaster Jet Hawks Stadium (R) Concessions Stand digital sign
The Lancaster Jet Hawks Stadium Elevator Lobby digital sign

• Total Network Packages include all future Digi-VUE Advertising digital signage locations as qualifying digital signs unless other why listed in the above non-participating digital signs.
• Offer can expire at any time or while supplies last.
• One digital sign is equal to one time slot.
• In reference only to the Total Network Package, if client is unable to advertise at any one digital signage location due to conflict of interests, time slot(s) can be used at alternate digital signage locations. Total amount of timeslots are based on total amount of participating digital signage locations.

• If a Digi-VUE Advertising digital sign is lost and is no longer a participating member of the Digi-VUE Advertising Network client is not reimbursed for loss of advertising space. This term is specific for the Digi-VUE Advertising, Total Network Package.
• In reference only to the Flex Packages(s), if client is unable to advertise at any one digital signage location due to conflict of interests, time slot(s) can be used at alternate digital signage locations.
• In Reference only to the Flex Package(s) If a Digi-VUE Advertising digital sign is lost and is no longer a participating member of the Digi-VUE Advertising Network client is not reimbursed for loss of advertising space, however will be offered to advertised at alternate participating digital signage locations.
• All Total Network and Flex Packages are included with a 1 complimentary online coupon located on http://www.digivueadvertising.com/DV-coupon.php.
• All Total Network and Flex Packages are required to pay standard fee for Digi-VUE Advertising Android Application coupons submissions. Contact Digi-VUE Advertising for complete rates and agreements.
• Customers Right to Cancel: You the client may cancel this agreement at any time inside of said six month or twelve month agreement. Client is required to pay balance due up to the due date of next monthly invoice. IE: Cancel Date 01-15-11, Client shall pay last month invoice 02-01-2011. No exceptions.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to principles of conflict of laws.

Revised 12-01-2010*