1. Recitals. All Access Live has developed certain software and hardware to provide streaming video, via Internet, of clubs, bars, and other Venues for public viewing. Customer is the Customer and operator of a club, bar, or other public establishment located at the address designated on the signature page (the “Venue”). All Access Live has agreed to provide Customer for a period defined in the “Term” section    beginning upon the submission of this Agreement, as specified on the signature page (the “Promotional Period”) streaming video of the Venue, certain equipment and promotional materials and services, all as described in this Agreement. This Promotional Agreement will automatically renew for month to month terms.

2. Streaming Audio & Video. All Access Live will provide live streaming video of the Venue over the Internet via All Access Live’s website at www.All Access Live.com (the “All Access Live Website”). All Access Live will  add audio service per the Customer’s installation order. The streaming video, together with any added audio from the Venue, are referred to collectively as the “Venue Content”. If requested by Customer, Customer may include on the website for the Venue a link to the Venue Content at the All Access Live Website, such link will be created at Customer’s sole cost and expense, will identify All Access Live as the provider of the streaming video, and will be in the standard form for such links as All Access Live may use from time to time. Customer will have the ability to turn the live streaming Venue Content on or off through an online administrator panel; provided, however, that Customer agrees to broadcast at least 8 hours of live streaming Venue Content per week.

3. Equipment. All Access Live will provide all equipment appropriate or required, in All Access Live’s sole discretion, to provide the streaming Venue Content, which equipment will include the chosen  video camera(s), microphone, encoder, router, wiring and other related equipment (the “Equipment”) to complete Customer’s Purchase. Upon installation, Customer shall be responsible for all care and custody fo the Equipment during the Contract Term of this Agreement, subject to the terms and conditions of this Agreement. Unless otherwise directed to by All Access Live, Customer shall not  disable, modify, or otherwise tamper with the Equipment. Connectivity shall be provided by a dedicated DSL or similar broadband connection for use only by All Access Live.All Access Live may place notices on the Equipment identifying it as property of All Access Live and Customer agrees not alter or remove any such notices.

4. Installation; Access. All Access Live or its agents will install the Equipment at a Venue within the Venue reasonably acceptable to Customer and Customer agrees to provide All Access Live or its agents with access to the Venue at reasonable times to install and maintain the Equipment and to remove the Equipment following termination of this Agreement.

5. Maintenance. Customer shall maintain the Equipment at its own expense in good operating condition and make all repairs and replacements necessary for its operation and upon reasonable request by All Access.

6. Video Advertisement. If ordered on this Purchase or otherwise separately, All Access Live will film a Video Advertisement of the Venue (the “Video Advertisement”). During the term of this Agreement, All Access Live will provide the Video Advertisement on the All Access Live Website and will permit Customer to stream the Video Advertisement over the Customer’s website if ordered on this Purchase or otherwise separately for the Venue. All Access Live will own all copyrights and other rights in the Video Advertisement and any use of the Video Advertisement by Customer will be pursuant to a royalty-free license effective only during the term of this Agreement. Customer will cooperate in the filming of the Video Advertisement and will be solely responsible to obtain all necessary authorizations to use all images, music and other content included in the Video Advertisement.

7. Marketing Materials. All Access Live may provide Customer with certain signs, notices, and other marketing materials (the “Marketing Materials”). Customer will use reasonable efforts to conspicuously display the Marketing Materials in the Venue. Customer acknowledges that the Marketing Material will be at all times the property of All Access Live and may be subject to copyright and other legal protection. Customer agrees not to alter or modify the Marketing Materials or use the trademarks, logos or other intellectual property of All Access Live except as provided in this Agreement or as All Access Live may agree in writing.

8. Customer’s Intellectual Property. Customer grants to All Access Live a non-exclusive, royalty free license to use the trade names, trademarks, logos, and other intellectual property associated with the Venue or provided by Customer for the purpose of identifying the Venue on the All Access Live Website and for use in the Video Advertisement and in All Access Live’s marketing materials and promotional literature at the discretion of the Customer.

9. All Access Live’s Personal and Intellectual Property. All Access Live retains all Customership of and rights to the software, or other personal or intellectual property of All Access Live, subject to the rights granted in this Agreement. All Access Live shall have sole Customership of all copyright and other rights to the Venue Content, the Video Advertisement and any other intellectual property developed in the performance of this Agreement. All Access Live shall have the right to incorporate advertisements into, or present advertisements in conjunction with, the Venue Content and Video Advertisement, the right to license the Venue Content to third parties in its discretion and the right to receive and retain all revenues arising as a result of such activities. All Access Live reserves all rights and licenses not expressly granted to Customer under this Agreement.

10. Fees. All Access Live shall charge Customer the designated  fees for the services described in this Agreement, your “Purchase”. Customer authorizes regularly scheduled payments to be charged to the credit card used on this Purchase. Customers card will be charged once per month on the same day of this agreement or once per policy term if you choose to pay in one lump sum.  CustomerCustomerCustomer

11. Exclusivity. During the term of this Agreement and until such time as Customer has returned the Equipment to All Access Live as provided in Section 13, Customer shall not engage or permit any other person to install video cameras at the Venue for the purpose of broadcasting images from within the Venue.

12. Confidentiality. Any business, operational or technical information provided to Customer by All Access Live hereunder that Customer knows or should know is confidential or proprietary, including the terms of this Agreement (collectively “Proprietary Information”) contain valuable and confidential information that is proprietary to All Access Live and to third parties, and which includes and constitutes trade secrets and unpublished copyrighted material of All Access Live. Customer agrees to maintain the confidentiality of Proprietary Information and to not use or disclose it except in carrying out its rights and obligations under this Agreement.

13. Term. Except as otherwise expressly agreed by each of the parties in writing, the term of this Agreement will begin on the Purchase Date and will continue through the  18 month contract term from date of Purchase unless previously terminated, as provided below . From and after the initial contract term, this Agreement shall auto-renew for successive contract terms without any further action, until terminated by either party, as provided below.

14. Termination. This Agreement may be terminated by either party upon material breach of this Agreement by the other party which breach is not cured within 30 days of written notice; provided, however, that All Access Live may immediately terminate this Agreement at any time without written notice. This Agreement may be terminated at the convenience of Customer upon 90 days prior written notice. If Customer terminates this Agreement during the initial contract term  for any reason or, for convenience thereafter without fulfilling the initial contract term stated in Section 13 of this agreement or, if All Access Live terminates this Agreement due to a material breach of this Agreement by Customer, Customer shall pay all costs and expenses incurred by All Access Live in performing this Agreement, including all costs of acquiring, installing-removing the Equipment, obtaining broadband internet service, preparing the Video Advertisement, preparing and delivering the Marketing Materials.

15. Promotions. If Customer is in receipt of any discounts, additional services and/or Equipment, in addition to, or as a part of this Purchase otherwise known as a “Promotion” from All Access Live, the Promotion will be governed by the terms and conditions of this Agreement, subject to be considered as Service or Equipment value if the Agreement is terminated at Customers convenience per section 14.

15. Legal Advice. The Marketing Materials may include signs stating that images are being streamed over the Internet from the Venue. Such notices are not intended as legal advice and may not be relied upon as adequate notice to patrons, employees or others that images from the Venue are being broadcast on the Internet. Customer is hereby advised to consult its own legal counsel regarding such matters.

16. Indemnity. Customer agrees to comply with all laws in connection with this Agreement, including laws regarding the transmission of data and privacy. Customer assumes liability for, and agrees to indemnify, defend, and hold harmless All Access Live and its members and managers, agents, employees, representatives, successors and assigns against any and all liabilities, losses, damages, claims and expenses in any way relating to or arising from the broadcast or other use of images from the Venue and all images trademarks, music and other intellectual property, provided by Customer for use on the All Access Live Website or in the Video Advertisement.

17. Assignment. Customer may not assign or transfer this Agreement or any rights granted or created hereunder whether by merger, sale of its business, or in any other manner, without the prior written consent of All Access Live.

18. Notices. All notices, consents, and approvals under this Agreement must be delivered in writing by courier, by electronic mail, facsimile, or by certified or registered mail, (postage prepaid and return receipt requested) to All Access Live, at 1117 Cherokee St #100 Denver, CO 80204 and to Customer at the Venue, and will be effective upon receipt or 3 business days after being deposited in the mail as required above, whichever occurs sooner. Either party may change its address by giving notice of the new address to the other party.

19. Severability. If any portion of this Agreement is determined to be or becomes unenforceable or illegal, such portion shall be deemed eliminated and the remainder of this Agreement shall remain in effect in accordance with its terms as modified by such deletion.

20. Force Majeure. Except for payment defaults, neither party shall be considered in default in performance of its obligations hereunder if performance of such obligations is prevented or delayed by force majeure or any cause beyond its reasonable control, including without limitation inability to obtain labor or equipment, utility or transmission failure.

21. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof. This Agreement cannot be altered, amended or modified, except by a written agreement signed by both parties.

22. Governing Law. This Agreement is entered into in Denver, Colorado and shall be governed by and interpreted in accordance with the laws of Colorado, venue for any action to enforce or interpret this Agreement shall be in a court of competent jurisdiction located in Denver County, state of Colorado, and each of the parties hereby submit to the jurisdiction of such courts.

23. Warranty Disclaimer. NEITHER ALL ACCESS LIVE NOR ANY OF ITS REPRESENTATIVES MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE EQUIPMENT, THE VIDEO ADVERTISEMENT OR THE VENUE CONTENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

24. Limitations of Liability. ALL ACCESS LIVE IS NOT RESPONSIBLE FOR ANY CONSEQUENTIAL DAMAGES OR LOSSES RELATING TO THE EQUIPMENT OR VENUE CONTENT OR ANY SERVICE, WHETHER BASED ON NEGLIGENCE OR OTHERWISE. REGARDLESS OF THE CAUSE, ITS TOTAL LIABILITY FOR DAMAGES OR LOSSES TO CUSTOMER, WILL IN NO EVENT EXCEED THE AMOUNT OF FEES, IF ANY, PAID TO ALL ACCESS LIVE FOR THE SERVICES RECEIVED DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE SPECIFIC EVENT THAT GAVE RISE TO THE APPLICABLE DAMAGE OR LOSS. THIS ALLOCATION OF RISK IS REFLECTED IN OUR PRICES.