1.       INTRODUCTION

1.1      Terms of Use. Customer and Sprite Media, Inc. (“Sprite Media”) agree to the following terms and conditions governing Customer’s use of Sprite Media Services.

1.2      Overview of Documents. These terms and conditions and the following additional documents (collectively, the “Agreement”) shall apply to all products and services Sprite Media provides Customer pursuant to this Agreement (“Services”) and shall continue in effect so long as Services are provided under this Agreement:

(a)  Sales Order. A “Sales Order” means a sales order (including related attachments that is attached to or is later executed by the parties and references these terms and conditions. A Sales Order includes the Services, the pricing (including discounts and commitments, if applicable) and the pricing schedule term (“Sales Order Term”).

(b)  Acceptable Use Policy. Sprite Media’s Acceptable Use Policy (“AUP”) applies to Services provided over or accessing the Internet. The AUP can be found at sprite-media.com.

1.2      Priority of Documents. The order of priority of the documents that form this Agreement is: the applicable Sales Order; these terms and conditions, the AUP.

2.       SPRITE MEDIA DELIVERABLES

2.1      Services. Sprite Media will provide Services to Customer and its Users, subject to the availability and operational limitations of systems, facilities and equipment. Sprite Media will use reasonable efforts to add new material/content in a timely manner (not less than 30 days after Customer’s approval of new material/content to be added).

2.2      Sprite Media Equipment. Services may be provided using equipment owned by Sprite Media that is located at the Site (“Sprite Media Equipment”), but title to the Sprite Media Equipment will remain with Sprite Media. Customer must provide adequate space and electric power for the Sprite Media Equipment and keep the Sprite Media Equipment physically secure and free from liens and encumbrances. Customer will bear the risk of loss or damage to the Sprite Media Equipment (other than ordinary wear and tear), except to the extent caused by Sprite Media or its agents.

2.3      Purchased Equipment. Title to and risk of loss of Purchased Equipment shall pass to Customer on delivery to the transport carrier for shipment to Customer’s designated location.

3.        CUSTOMER’S COOPERATION

3.1      Access Right. Customer will in a timely manner allow Sprite Media (and its agents, employees, contractors) access as reasonably required for the Services to property and equipment that Customer controls and will obtain at Customer’s expense timely access for Sprite Media as reasonably required for the Services to property controlled by third parties such as Customer’s landlord. Sprite Media will coordinate with and obtain Customer’s consent to enter upon Customer’s property and premises, which consent shall not be unreasonably withheld. Access rights mean the right to construct, install, repair, maintain, replace and remove equipment and associated connections and the right to use ancillary equipment space within a building for Customer’s connection to Sprite Media’s network. Customer must provide Sprite Media timely information and access to Customer’s facilities and equipment as Sprite Media reasonably requires for the Services, subject to Customer’s reasonable security policies. Customer will furnish any conduit, holes, wireways, wiring, plans, equipment, space, power/utilities and other items as Sprite Media reasonably requires for the Services and will obtain any necessary licenses, permits and consents (including easements and rights-of-way). Customer will have the Site ready for Sprite Media to perform its work according to a mutually agreed schedule.

3.2      Safe Working Environment. Customer will ensure that the location at which Sprite Media installs, maintains or provides Services is a safe working environment, free of Hazardous Materials and reasonably suitable for the Services. “Hazardous Materials” mean any substance or material capable of posing an unreasonable risk to health, safety or property or whose use, transport, storage, handling, disposal or release is regulated by any law related to pollution, to protection of air, water or soil or to health and safety. Sprite Media shall have no obligation to perform work at a location that is not a suitable and safe working environment or to handle, remove or dispose of Hazardous Materials.

3.3      Users. Customer will cause Users to comply with this Agreement and is responsible for Users’ use of any Service.

4.        PRICING AND BILLING

4.1      Pricing and Sales Order Term; Terms Applicable After End of Sales Order Term. The prices listed in a Sales Order are stabilized until the end of the Sales Order Term. Unless the Sales Order states otherwise, at the end of the Sales Order Term, Customer may continue Service (subject to any applicable notice or other requirements in the Sales Order for Customer to terminate a Service Component) under a month-to-month service arrangement at the prices, terms and conditions in effect on the last day of the Sales Order Term. Sprite Media may change such prices, terms or conditions on 30 days’ prior notice to Customer.

4.2      Additional Charges and Taxes. Prices set forth in a Sales Order are exclusive of and Customer will pay all taxes, surcharges, recovery fees, customs clearances, duties, levies, shipping charges and other similar charges (and any associated interest and penalties resulting from Customer’s failure to timely pay such taxes or similar charges) relating to the sale, transfer of ownership, installation, license, use or provision of the Services, except to the extent Customer provides a valid exemption certificate prior to the delivery of Services.

4.3      Billing. Customer’s obligation to pay for a Service Component begins upon availability of the Service Component to Customer. Customer will pay Sprite Media without deduction, setoff or delay for any reason. Sprite Media may require Customer or its Affiliates to tender a deposit if Sprite Media determines, in its reasonable judgment, that Customer or its Affiliates are not creditworthy, and Sprite Media may apply such deposit to any charges owed.

4.4      Payments. Payment is due within 30 days after the date of the invoice and must refer to the invoice number. Charges must be paid in the currency specified in the invoice. Restrictive endorsements or other statements on checks are void. Customer will reimburse Sprite Media for all costs associated with collecting delinquent or dishonored payments, including reasonable attorneys’ fees. Sprite Media may charge late payment fees at the lower of (a) 1.5% per month (18% per annum) or (b) the maximum rate allowed by law for overdue payments.

4.5      Disputed Charges. If Customer disputes a charge, Customer will provide notice to Sprite Media specifically identifying the charge and the reason it is disputed within 30 days after the date of the invoice in which the disputed charge initially appears, or Customer waives the right to dispute the charge. The portion of charges in dispute may be withheld and will not be considered overdue until Sprite Media completes its investigation of the dispute, but Customer may incur late payment fees in accordance with Section 4.4 (Payments). Following Sprite Media’s notice of the results of its investigation to Customer, payment of all properly due charges and properly accrued late payment fees must be made within ten (10) business days. Sprite Media will reverse any late payment fees that were invoiced in error.

4.6      Credit Terms. Sprite Media retains a lien and purchase money security interest in each item of Purchased Equipment and Vendor Software until Customer pays all sums due. Sprite Media is authorized to sign and file a financing statement to perfect such security interest.

5.       CONFIDENTIAL INFORMATION

5.1      Confidential Information. Confidential Information means: (a) information the parties or their Affiliates share with each other in connection with this Agreement or in anticipation of providing Services under this Agreement (including pricing or other proposals), but only to the extent identified as Confidential Information in writing; and (b) except as may be required by applicable law or regulation, the terms of this Agreement.

5.2      Obligations. A disclosing party’s Confidential Information will, for a period of 3 years following its disclosure to the other party (except in the case of software, for which the period is indefinite): (a) not be disclosed, except to the receiving party’s employees, agents and contractors having a need-to-know (but only if such agents and contractors are not direct competitors of the other party and agree in writing to use and disclosure restrictions as restrictive as this Section 5) or to the extent authorized to be revealed by law, governmental authority or legal process (but only if such disclosure is limited to that which is so authorized and prompt notice is provided to the disclosing party to the extent practicable and not prohibited by law, governmental authority or legal process); (b) be held in confidence; and (c) be used only for purposes of using the Services, evaluating proposals for new services or performing this Agreement.

5.3      Exceptions. The restrictions in this Section 5 will not apply to any information that: (a) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; (b) is lawfully received by the receiving party free of any obligation to keep it confidential; or (c) becomes generally available to the public other than by breach of this Agreement.

5.4      Privacy. Each party is responsible for complying with the privacy laws applicable to its business. Sprite Media shall require its personnel, agents and contractors around the world who process Customer Personal Data to protect Customer Personal Data in accordance with the data protection laws and regulations applicable to Sprite Media’s business. If Customer does not want Sprite Media to comprehend Customer data to which it may have access in performing Services, Customer must encrypt such data so that it will be unintelligible. Customer is responsible for obtaining consent from and giving notice to its Users, employees and agents regarding Customer’s and Sprite Media’s collection and use of the User, employee or agent information in connection with a Service. Customer will only make accessible or provide Customer Personal Data to Sprite Media when it has the legal authority to do so. Unless otherwise directed by Customer in writing, if Sprite Media designates a dedicated account representative as Customer’s primary contact with Sprite Media, Customer authorizes that representative to discuss and disclose Customer’s customer proprietary network information to any employee or agent of Customer without a need for further authentication or authorization.

6.       LIMITATIONS OF LIABILITY AND DISCLAIMERS

6.1      Limitation of Liability.

(a) CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT UNDER NO CIRCUMSTANCE SHALL SPRITE MEDIA BE HELD RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SPRITE MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

(b) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SPRITE MEDIA’S MAXIMUM LIABILITY UNDER THIS AGREEMENT FOR ALL DAMAGES, LOSSES, COSTS AND CAUSES OF ACTIONS FROM ANY AND ALL CLAIMS (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, QUASI-CONTRACT, STATUTORY OR OTHERWISE) SHALL NOT EXCEED THE ACTUAL DOLLAR AMOUNT PAID BY CUSTOMER FOR THE SERVICES WHICH GAVE RISE TO SUCH DAMAGES, LOSSES AND CAUSES OF ACTIONS DURING THE 12-MONTH PERIOD PRIOR TO THE DATE THE DAMAGE OR LOSS OCCURRED OR THE CAUSE OF ACTION AROSE.

6.2      No Liability. SPRITE MEDIA SHALL HAVE NO LIABIILITY FOR ANY DAMAGES ARISING OUT OF OR RELATING TO: INTEROPERABILITY, ACCESS OR INTERCONNECTION OF THE SERVICES WITH APPLICATIONS, DATA, EQUIPMENT, SERVICES, CONTENT OR NETWORKS PROVIDED BY CUSTOMER OR THIRD PARTIES; SERVICE DEFECTS, SERVICE LEVELS, DELAYS OR ANY SERVICE ERROR OR INTERRUPTION OR ANY OTHER TRANSMISSIONS; OR UNAUTHORIZED ACCESS TO OR THEFT, ALTERATION, LOSS OR DESTRUCTION OF CUSTOMER’S (OR ITS AFFILIATES’, USERS’ OR THIRD PARTIES’) APPLICATIONS, CONTENT, DATA, PROGRAMS, INFORMATION, NETWORKS OR SYSTEMS. WITHOUT LIMITATION BY REASON OF SPECIFICATION, SPRITE MEDIA SHALL HAVE NO LIABILITY FOR ANY DAMAGE OR INJURY, SHORT CIRCUIT(S) CAUSED BY THE TELEVISION MONITOR OR MEDIA SERVER OR SHOULD THE MEDIA SERVER JAM, FREEZE OR USE A PART OF THE CUSTOMER’S INTERNET CAPACITY. IF A SPRITE MEDIA SERVER MALFUNCTIONS (AND SUCH MALFUNCTION WAS NOT CAUSED BY CUSTOMER), SPRITE’S SOLE OBLIGATION SHALL BE TO REPLACE THE SERVER AT NO COST TO CUSTOMER. IF THE SERVER IS DAMAGED (OTHER THAN THROUGH NORMAL WEAR AND TEAR), OR IF THE SERVER IS LOST OR STOLEN, CUSTOMER SHALL PAY TO SPRITE MEDIA THE REASONABLE REPLACEMENT COST, OR $500, WHICHEVER IS LESS.

6.3      Purchased Equipment and Vendor Software Warranty. Sprite Media shall pass through to Customer any warranties for Purchased Equipment and Vendor Software available from the manufacturer or licensor. The manufacturer or licensor, and not Sprite Media, is responsible for any such warranty terms and commitments. ALL SOFTWARE AND PURCHASED EQUIPMENT IS OTHERWISE PROVIDED TO CUSTOMER ON AN “AS IS” BASIS.

6.4      Exclusion of Warranties. SPRITE MEDIA MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, SPECIFICALLY EXCLUDES ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT AND SPECIFICALLY EXCLUDES ANY WARRANTY ARISING BY USAGE OF TRADE OR BY COURSE OF DEALING. FURTHER, SPRITE MEDIA MAKES NO REPRESENTATION OR WARRANTY THAT TRANSMISSIONS WILL BE ROUTED OR COMPLETED WITHOUT ERROR OR INTERRUPTION AND MAKES NO GUARANTEE REGARDING NETWORK SECURITY, THE ENCRYPTION EMPLOYED BY ANY SERVICE, THE INTEGRITY OF ANY DATA THAT IS SENT, BACKED UP, STORED OR SUBJECT TO LOAD BALANCING OR THAT SPRITE MEDIA’S SECURITY PROCEDURES WILL PREVENT THE LOSS OR ALTERATION OF OR IMPROPER ACCESS TO CUSTOMER’S DATA AND INFORMATION.

6.5      Application and Survival. The exclusion of warranties and limitations of liability set forth in this Agreement will apply regardless of the form of action, whether in contract, equity, tort, strict liability or otherwise, of whether damages were foreseeable and of whether a party was advised of the possibility of such damages and will apply so as to limit the liability of each party and its Affiliates and their respective employees, directors, subcontractors and suppliers. The limitations of liability and disclaimers set out in this Section 6 will survive failure of any exclusive remedies provided in this Agreement.

7.       THIRD PARTY CLAIMS Customer agrees to indemnify, defend and hold Sprite Media harmless from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney’s fees) threatened, asserted, or filed by any third party due to or arising out of content Customer submits, posts to or transmits through the Service, Customer’s use of the Service, connection to the Service, violation of the Agreement, or violation of any rights of another.

8.       SUSPENSION AND TERMINATION

8.1      Termination of Agreement. This Agreement may be terminated immediately upon notice by either party if the other party becomes insolvent, ceases operations, is the subject of a bankruptcy petition, enters receivership or any state insolvency proceeding or makes an assignment for the benefit of its creditors.

8.2      Termination or Suspension. The following additional termination provisions apply:

(a)  Material Breach. If either party fails to perform or observe any material warranty, representation, term or condition of this Agreement, and such failure continues unremedied for 30 days after receipt of notice, the aggrieved party may terminate (and Sprite Media may suspend and later terminate) the affected Service Components and, if the breach materially and adversely affects the entire Agreement, terminate (and Sprite Media may suspend and later terminate) the entire Agreement.

(b)  Nonpayment. If Customer fails to pay outstanding charges for 30 days, Sprite Media, in addition to any other remedies at law, Sprite Media, at Sprite Media’s sole option, may discontinue service and take possession of Sprite Media Equipment.

(c)  Internet Services. If Customer fails to rectify a violation of the AUP within 5 days after receiving notice from Sprite Media, Sprite Media may suspend the affected Service Components. Sprite Media reserves the right, however, to suspend or terminate immediately when: (i) Sprite Media’s suspension or termination is in response to multiple or repeated AUP violations or complaints; (ii) Sprite Media is acting in response to a court order or governmental notice that certain conduct must be stopped; or (iii) Sprite Media reasonably determines that (a) it may be exposed to sanctions, liability, prosecution or other adverse consequences under applicable law if Sprite Media were to allow the violation to continue; (b) such violation may harm or interfere with the integrity, normal operations or security of Sprite Media’s network or networks with which Sprite Media is interconnected or may interfere with another customer’s use of Sprite Media services or the Internet; or (c) such violation otherwise presents an imminent risk of harm to Sprite Media, Sprite Media’s customers or its or their respective employees.

(d)  Fraud or Abuse. Sprite Media may terminate or suspend an affected Service or Service Component and, if the activity materially and adversely affects the entire Agreement, terminate or suspend the entire Agreement, immediately by providing Customer with as much advance notice as is reasonably practicable under the circumstances if Customer, in the course of breaching the Agreement: (i) commits a fraud upon Sprite Media; (ii) uses the Service to commit a fraud upon another party; (iii) unlawfully uses the Service; (iv) abuses or misuses Sprite Media’s network or Service; or (v) interferes with another customer’s use of Sprite Media’s network or services.

(e)  Infringing Services. Sprite Media may discontinue Service and take possession of the Equipment if, in the sole opinion of Sprite Media, any actual or potential claim, legal action, loss or damage due to actual or alleged intellectual property infringement or any other basis, is threatened, made, commenced, or, in Sprite Media’s opinion, is likely to be made or commenced by any third party against Customer and/or against Sprite Media.

(f)  Hazardous Materials. If Sprite Media encounters any Hazardous Materials at the Site, Sprite Media may terminate the affected Services or Service Components or may suspend performance until Customer removes and remediates the Hazardous Materials at Customer’s expense in accordance with applicable law.

8.3     Effect of Termination.

(a)  Termination or suspension by either party of a Service or Service Component does not waive any other rights or remedies a party may have under this Agreement and will not affect the rights and obligations of the parties regarding any other Service or Service Component.

(b)  If a Service or Service Component is terminated, Customer will pay all amounts incurred prior to the effective date of termination and Sprite Media Equipment shall promptly be returned to Sprite Media.

8.4     Termination Charges.

(a)  If Customer terminates this Agreement or an affected Service or Service Component for cause in accordance with the Agreement or if Sprite Media terminates a Service or Service Component other than for cause, Customer will not be liable for the termination charges set forth in this Section 8.4.

(b)  If Customer or Sprite Media terminates a Service or Service Component prior to Cutover other than as set forth in Section 8.4(a), Customer (i) will pay any pre-Cutover termination or cancellation charges set out in a Sales Order, or (ii) in the absence of such specified charges, will reimburse Sprite Media for time and materials incurred prior to the effective date of termination, plus any third party charges resulting from the termination.

(c)  If Customer or Sprite Media terminates a Service or Service Component after Cutover other than as set forth in Section 8.4(a), Customer will pay applicable termination charges as follows: (i) $500.00 for each unit of Sprite Media Equipment not returned to Sprite Media within 30 days following termination of the Service or Service Component; and (ii) any charges incurred by Sprite Media from a third party due to the termination.

9.       IMPORT/EXPORT CONTROL Neither party will use, distribute, transfer or transmit any equipment, services, software or technical information provided under this Agreement (even if incorporated into other products) except in compliance with all applicable import and export laws, conventions and regulations.

10.      MISCELLANEOUS PROVISIONS

10.1     Publicity. Neither party may issue any public statements or announcements relating to the terms of this Agreement or to the provision of Services without the prior written consent of the other party. However, unless Sprite Media is given written notice not to do so, Sprite Media may show Customer’s content, including Customer’s name and logo, on Sprite Media’s website as an example of the services provided.

10.2     Trademarks. Each party agrees not to display or use, in advertising or otherwise, any of the other party’s trade names, logos, trademarks, service marks or other indicia of origin without the other party’s prior written consent, which consent may be revoked at any time by notice. However, if Customer requests that Customer’s name, logo, trademarks, service marks or other indicia of origin be included as content on Sprite Media displays, such permission shall be deemed to have been given.

10.3     Independent Contractor. Each party is an independent contractor. Neither party controls the other, and neither party nor its Affiliates, employees, agents or contractors are Affiliates, employees, agents or contractors of the other party.

10.4     Force Majeure. Except for payment of amounts due, neither party will be liable for any delay, failure in performance, loss or damage due to fire, explosion, cable cuts, power blackout, earthquake, flood, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism, acts of God, acts of a public enemy, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies or other causes beyond such party’s reasonable control.

10.5     Amendments and Waivers. Any supplement to or modification or waiver of any provision of this Agreement must be in writing and signed by authorized representatives of both parties. A waiver by either party of any breach of this Agreement will not operate as a waiver of any other breach of this Agreement.

10.6     Assignment and Subcontracting.

(a)   Customer may, without Sprite Media’s consent but upon notice to Sprite Media, assign in whole or relevant part its rights and obligations under this Agreement to a Customer Affiliate. Sprite Media may, without Customer’s consent, assign in whole or relevant part its rights and obligations under this Agreement to a Sprite Media Affiliate. In no other case may this Agreement be assigned by either party without the prior written consent of the other party (which consent will not be unreasonably withheld or delayed). In the case of any assignment, the assigning party shall remain financially responsible for the performance of the assigned obligations.

(b)   Sprite Media may subcontract to an Affiliate or a third party work to be performed under this Agreement but will remain financially responsible for the performance of such obligations.

10.7     Severability. If any portion of this Agreement is found to be invalid or unenforceable or if, notwithstanding Section 10.11 (Governing Law), applicable law mandates a different interpretation or result, the remaining provisions will remain in effect and the parties will negotiate in good faith to substitute for such invalid, illegal or unenforceable provision a mutually acceptable provision consistent with the original intention of the parties.

10.8     Injunctive Relief. Nothing in this Agreement is intended to or should be construed to prohibit a party from seeking preliminary or permanent injunctive relief in appropriate circumstances from a court of competent jurisdiction.

10.9     Legal Action. Any legal action arising in connection with this Agreement must be filed within two (2) years after the cause of action accrues, or it will be deemed time-barred and waived. The parties waive any statute of limitations to the contrary.

10.10    Notices. Any required notices under this Agreement shall be in writing and shall be deemed validly delivered if made by hand (in which case delivery will be deemed to have been effected immediately), or by overnight mail (in which case delivery will be deemed to have been effected one (1) business day after the date of mailing), or by first class pre-paid post (in which case delivery will be deemed to have been effected five (5) days after the date of posting), or by facsimile or electronic transmission (in which case delivery will be deemed to have been effected on the day the transmission was sent). Any such notice shall be sent to the office of the recipient set forth on the cover page of this Agreement or to such other office or recipient as designated in writing from time to time.

10.11    Governing Law. This Agreement will be governed by the law of the State of New York, without regard to its conflict of law principles, unless a regulatory agency with jurisdiction over the applicable Service applies a different law. The United Nations Convention on Contracts for International Sale of Goods will not apply.

10.12    Compliance with Laws. Each party will comply with all applicable laws and regulations and with all applicable orders issued by courts or other governmental bodies of competent jurisdiction.

10.13    No Third Party Beneficiaries. This Agreement is for the benefit of Customer and Sprite Media and does not provide any third party (including Users) the right to enforce it or to bring an action for any remedy, claim, liability, reimbursement or cause of action or any other right or privilege.

10.14    Survival. The respective obligations of Customer and Sprite Media that by their nature would continue beyond the termination or expiration of this Agreement, including the obligations set forth in Section 5 (Confidential Information), Section 6 (Limitations of Liability and Disclaimers) and Section 7 (Third Party Claims), will survive such termination or expiration.

10.15    Agreement Language. The language of this Agreement is English. If there is a conflict between this Agreement and any translation, the English version will take precedence.

10.16    Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter. Except as provided in Section 2.4 (License and Other Terms), this Agreement supersedes all other agreements, proposals, representations, statements and understandings, whether written or oral, concerning the Services or the rights and obligations relating to the Services, and the parties disclaim any reliance thereon. This Agreement will not be modified or supplemented by any written or oral statements, proposals, representations, advertisements, service descriptions or purchase order forms not expressly set forth in this Agreement.

11.      DEFINITIONS

“Affiliate” of a party means any entity that controls, is controlled by or is under common control with such party.

“Customer Personal Data” means information that identifies an individual, that Customer directly or indirectly makes accessible to Sprite Media and that Sprite Media collects, holds or uses in the course of providing the Services.

“Cutover” means the date Sprite Media turns the Service over to customer for use.

“Effective Date” of a Sales Order means the date on which the last party signs the Sales Order unless a later date is required by regulation or law.

“Purchased Equipment” means equipment or other tangible products Customer purchases under this Agreement, including any replacements of Purchased Equipment provided to Customer. Purchased Equipment also includes any internal code required to operate such Equipment. Purchased Equipment does not include Software but does include any physical media provided to Customer on which Software is stored.

“Service Component” means an individual component of a Service provided under this Agreement.

“Site” means a physical location where Sprite Media installs or provides a Service.

“Software” means Sprite Media Software and Vendor Software.

“Sprite Media Software” means software and all associated written and electronic documentation and data owned by Sprite Media and licensed by Sprite Media to Customer. Sprite Media Software does not include software that is not furnished to Customer.

“Uses” means anyone who uses or accesses any Service provided to Customer.

“Vendor Software” means software and all associated written and electronic documentation and data Sprite Media furnishes to Customer, other than Sprite Media Software.