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~. .....-. '- TERMS AIW CONDITIONS ...", , Services. Subscriber IS subscribing to the live and delayed instructIOnal programs delivered via the FETN network ("Programs") to Subscriber's address set forth In this Agreement ("Premises"). 2. Tenn. The term of this Agreement will begin upon the delivery of temporary Vldeo tapes of the Programs, or upon tile date of this Agreement if equipment is presently installed, and will continue for the Initial Tenn, unless extended as provided herein. This Agreement "ill automatically renew for a 12-month period (an "Additional Term") at the end of the Initial Term (and each Additional Term) unless, at least 60 days prior to the end of such tenn, either party notifies the other of its intent to tenmnate this Agreement. 3 Equipment If necessary, FETN will provide the equipment necessary to receive the Programs. except for video cassette recorders/players and lelevIsion sets (the "Equipment"), within 90 days. The Eqwpment will be installed pursuanlto an Installation Agreement executed on the date hereof ("Installation Agreement") governing the terms of installation. Subscriber acknowledges that FEW owns all right, tille and interest in the Equipment Subscriber agrees 10 keep the Equipment in good working condition and to immediately nolify FETN if the Equipment requires any repairs or services. FETN "ill provide, at its cost, all repairs or services to the Equipment; provided that Subscriber will reimburse FETN for the cost of any repairs or services required as a result of Subscriber's negligence. 4. Premises Relocallon.. If Subscriber relocates from the Premises, Subscriber will be responsible for all costs incurred by FETN, including to relocate the Equipment, to provide the Programs at the new location. Relocation is not cause for termination of this Agreement. 5. Service F.... Each month during the Initial Term, Subscriber will pay FETN the Monthly Service Fee in advance for the Programs. Included in the Monthly Service Fee is three (3) Program Guides per month. 6. Payments. All swns due FETN are due and payable on the flTSl day of each month. Failure to pay any sum within 10 days of the due date will constitute a default under this Agreement Past due sums will bear interest from the due date until paid at the f1Ite of I ;(,% per month or the maximum permitted by law, whichever is less. 7. T..... Subscriber will pay, in additional to all other charges and fees under this Agreement, all taxes, however designated or levied, based upon FETN charges or fees, or upon this Agreement, or upon the Program or the receipt thereof. 8. Covenanh of Subscriber. Subscriber agrees to use the Equipment only receive the Programs. Subscriber further agrees to pennit only Subscriber's personnel to view the Programs and only at the Premises. Subscriber will not retransmit the Programs to any other location. 9 WARRANTY. FETN DOES NOT MAKE, AND SUBSCRIBER EXPRESSL Y WAIVES, ANY REPRESENTATION, WARRANTY. OR COVENANT, EXPRESS OR IMPLIED, WTIH RESPECT TO TIiE MERCHANfABILITY, CONDmON, QUALITY, DURABILITY, DESIGN, OPERATION, FITNESS FOR USE OR SUITABILITY OF TIiE PROORAMS, EQUIPMENT, OR SERVICES. Subscriber understands that satellite telecasting is an endeavor of high technical complexity and agrees that lack of Program availability (downtime) will not constitute a breach of this Agreement FETN does not warrant that reception of the Programs will be uninterrupted or trouble-free. 10. LIMITA nON OF LIABILITY. FETN IS NOT UABLE FOR ANY ACTUAL, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING Bur NOT LIMITED, TO LOST PRoms, ARISING our OF TInS AGREEMENT OR ANY BREACH OF TInS AGREEMENT EVEN IF FETN HAS BEEN ADVISED OF TIiE POssmILITY OF SUCH DAMAGES. FEW'S LIABILITY SHALL NOT EXCEED, IN TIiE AGGREGATE, THREE TIMES TIiE MONTH!.. Y SERVICE FEE. II. Remedies. If Subscriber defaults in any of its obligations, FETN will have, in addition to any other remedies, the right to terminate this Agreement. In the event Subscriber defaults in it s obligation to pay Monthly Service Fees, Subscriber will pay FEW, ..liquidated damages and not as a penalty, and in addition to any other remedies. a sum equal to !1 of the Monthly Service Fees due under the remaming term of this Agreement, plus, ifFETN installed any Equipment, 5300.00 to de-install the Equipment. 12. Acllon Upon Termlnallon, Upon termination of this Agreement for any reason by either party, Subscriber will immediately cease using the Programs and Equipment, erase all copies of the Programs and will warrant in writing that all use of the Programs bas been permanently discontinued. If FEW installed the EqUIpment, Subscriber will provide reasonable access to FETN for the removal of the Equipment. 13 Successors or Assign.. FETN may assign this Agreement and any of its rights and may delegate any of its obligations hereunder. Subscriber mav not assign this Agreement without the express prior written consent ofFETN. Any attempt by Subscriber to assign this Agreement WIthout such consent will be void and will constitute a default. FETN will not unreasonably withhold consent of an assigrunent to a successor operating out of the Premises. F aiIure to assign this Agreement to a successor will not be cause for termination of this Agreement. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and penntned aSSIgns. 14 Force Majeure. Failure of either party to perform its obligations. other than Subscriber's obligations to pay any charges when due. WIll nol be a default or breach if the failure is the result of acts of God. any goverrunent or regulatory agency. common carrier. equipment manufacturer, or cause beyond reasonable control of FETN or Subscriber. such as, but not limited to. tire. explosion. tlood. strike, riot. ..:mnmunicauons or power suppl~. delay in delivery, or thilure or malfunction of equipment. 15 GOVERNING LAW. TInS AGREEMENT IS TO BE CONSTRUED, ENFORCED AND GOVERNED BY TIiE LA WS OF THE 5T A TE OF TEXAS WlTHOur REGARD TO PRINCIPLES OF CONFLICTS OF LAWS, WITH VENUE IN DALLAS COUNTY. TEXAS. 16 Entire Agreement. Except tor the Installation Agreement, this Agreement consl1tutes the entire Agreement between FETN and Subscriber and supersedes all prior agreements and negotiations, written or oral. relating to this subject matter. No change or waiver of the provislOns of the Agreement will be valid or enforceable unless in wnting and executed by the party agamst whom the change or waIver is sought to be enforced. Any terms or conditions in addition to or inconsistent with the preprinted tenns and conditions of this Agreement are of no lorce or effect unless expressly agreed to In writing signed by an authonzed representallve of FETN.