CHARGES AND RATES:

Charges for all SERVICES, FACILITIES, EQUIPMENT, AND MATERIALS provided by Signal US Interactive, LLC (Company) shall be in accordance with Signal US Interactive, LLC's price list unless otherwise agreed in writing. Signal US Interactive, LLC's prices are subject to change without notice. Signal US Interactive, LLC reserves the right to include in its price list and invoices a markup on any cost of rentals, materials and services obtained on behalf of a Client. Due to the unique nature of interactive programming and development, all work is subject to the industry standard +/- 10% overages on quoted work.

PROJECT TIMELINES:

Signal US Interactive, LLC provides project timelines to clients in an effort to better serve their planning needs. These timelines are not firm and can shift due to the changing nature of projects, programming, client requests, change of scope, etc. Failure of the client to provide feedback and requested resources can also affect project timelines and costs.

PAYMENT TERMS:

All work is performed in accordance with the payment terms indicated on the New Work Request and/or Support Ticket Request signed by the Client prior to the initiation of any work by Signal US Interactive, LLC. All other work is due upon completion of work and receipt of invoice. Client agrees to pay all charges for services, facilities, equipment, materials and labor upon receipt of invoice. Client agrees to pay a late payment charge of 1.5% per month of all sums with are not paid when due. Client agrees to pay Signal US Interactive, LLC all costs of collection, including attorney's fees, in the event it becomes necessary to effect collection of any sums due Signal US Interactive, LLC from Client, whether or not a lawsuit is filed. Client shall pay any taxes levied on or associated with the services provided in accordance with these Terms and Conditions, including without limitation any local, state, federal or other government charges for sales, manufacturing, excise and like taxes.

REIMBURSABLE COSTS:

Client shall reimburse the Company for all costs incurred in connection with the Services rendered that have been approved in advance. Reimbursable costs include, but are not limited to, travel costs, materials, computer costs, stock video, stock photography, telephone, copies, delivery, etc. that are attributable to a project or Service. Travel costs are defined as air travel (coach fare), lodging, meals and incidentals, ground transportation, tools, and all costs associated with travel. All extraordinary expenses must receive Client's prior written approval. The Company shall provide to Client substantiation of Reimbursable Costs incurred.

ADJUSTMENT CLAIMS:

Client must notify Signal US Interactive in writing within 15 days of the date of invoice of a claim adjustment against all code output, source code, equipment, materials and services judged defective by Client. If no claim is made within that period, the quantities and amounts due shown on the invoice shall be final and conclusive.

MATERIALS OWNERSHIP:

The term "materials" as used herein shall include, without limitation, all content, written copy, video, videotapes, discs, artwork, photography, audiotapes, computer files, computer code, diskettes, CD-ROM's, DVD-ROM's, or other tapes, whether master tapes or duplicates, and all other film, whether negative or positive, originals or intermediates, prints or separations, and all sound tracks. Client warrants that it is the sole owner and/or has the right to possession and use of all materials delivered to Signal US Interactive, LLC by Client for Client's account whether it be for development, programming, editing, dubbing, transferring, printing, storage or processing of any kind; that Client is now and at all times during the term of the clients engagement with Signal US Interactive, LLC will be the sole owner and or sole proprietor of all rights to possession and use of the materials, including without limitation, the copyright, therein, the music, television, motion picture, literary, paperback, book, rights to Internet usages and dramatic rights. As long as Client is indebted to Signal US Interactive, LLC any materials of the Client that are in the custody or possession of Signal US Interactive, LLC, the Client agrees not to pledge, hypothecate, assign, or otherwise encumber said materials or rights without the prior written consent of Signal US Interactive, LLC. Client shall indemnify and hold Signal US Interactive, LLC, it's vendors and all third party providers harmless from all liability arising out of or in connection with the publication, processing, use, or distribution of the contents, or exhibition of materials delivered by Signal US Interactive, LLC including without limitation any liability for libel, slander, defamation, invasion of privacy, or infringement of patent, copyright, trademark, or other proprietary right. Client further agrees to bear all attorneys' fees and cost incurred in the defense of Signal US Interactive, LLC by counsel selected by Signal US Interactive, LLC from any action or proceedings arising from such liability.

OWNERSHIP OF CODE:

The Client will own the output of all code from application(s) developed by Signal US Interactive, LLC provided all outstanding invoices and balances have been paid and cleared in full. There are no ongoing licensing fees or requirements once project invoices have been paid and received in full unless otherwise outlined in the project details. Signal US Interactive, LLC will provide client with a copy of all functioning code output and code documentation on a DVD formatted disk at the completion of development upon written request of the client.

LIEN AND SECURITY INTEREST:

Signal US Interactive, LLC shall have a lien on and Client grants Signal US Interactive, LLC a security interest in all materials either provided by or ordered by Client (including any material provided by the Client to Signal US Interactive, LLC. This includes the Client's computer files and source code, code output , master tape(s), Audio Files, Video Files, Film Files, and any other form of graphical art file) until the balance of any Client account due Signal US Interactive, LLC is paid in full. In addition, Client grants Signal US Interactive, LLC the right to make and sell copies from Client's master tape(s), computer files, source code, code output and films and to convert to cash upon giving the notice required by law all materials in Signal US Interactive, LLC's possession if charges remain unpaid for 45 days.

INSECURITY AND ADEQUATE ASSURANCES:

If reasonable grounds for insecurity arise with respect to Client's ability to pay for the Services in a timely fashion, the Company may demand in writing adequate assurances of Client's ability to meet its payment obligations under this Agreement unless Client provides the assurances in a reasonable time and manner acceptable to the Company.

STANDARD OF CARE:

The Company warrants that its services shall be performed by personnel possessing competency consistent with the level of services to be performed hereunder and with applicable industry standards. No other representation, express or implied, and no warranty or guarantee are included or intended in this Agreement, or in any report, opinion, deliverable, work product, document or otherwise. Furthermore, no guarantees are made as to the efficacy or value of any services performed or software developed. THIS SECTION SETS FORTH THE ONLY WARRANTIES PROVIDED BY THE COMPANY CONCERNING THE SERVICES AND RELATED WORK PRODUCT. THIS WARRANTY IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR OTHERWISE.

Signal US Interactive, LLC LIABILITY:

Because Signal US Interactive, LLC's prices are not proportionate to the value of the materials (such as masters and source code) delivered to it, Client's source code, code output, graphic files, and masters are received, processed and stored by Signal US Interactive, LLC solely at Client's risk, and Signal US Interactive, LLC shall not be liable or responsible for loss, damage, or destruction of such masters or source code. CLIENT SHALL RETAIN DUPLICATE COPIES OF ALL MASTERS/SOURCE CODE/CODE OUTPUT/GRAPHIC ELEMENTS AND SHALL INSURE ALL MASTERS/SOURCE CODE DELIVERED TO OR DEPOSITED WITH Signal US Interactive, LLC AGAINST ALL RISKS OF LOSS, DAMAGE, OR DESTRUCTION. In no event shall Signal US Interactive, LLC be liable for the loss or damage of any materials or tape delivered to it by or for the account of client for any amount in excess of the replacement value of the raw stock of the material delivered to Signal US Interactive, LLC. In the event that any mechanical breakdown or failures should result in unsatisfactory completion of the work, at the sole determination of Signal US Interactive, LLC exclusive obligation and liability to Client shall be the provision of the same work without additional charge. Signal US Interactive, LLC expressly disclaims any implied warranty of merchantability or fitness for a particular purpose with respect to any services rendered in connection with this Agreement. In no event shall Signal US Interactive, LLC be liable for any consequential damage.

CLIENT INDEMNIFICATION:

Client shall indemnify and hold Signal US Interactive, LLC, it's directors, officers, partners, employees, and it's vendors and all third party providers harmless from all liability arising out of or in connection with any services performed or provided by Signal US Interactive, LLC or with the publication on the Internet, processing, use, or distribution of any materials created, published or provided by Signal US Interactive, LLC including without limitation any liability for libel, slander, defamation, invasion of privacy, or infringement of patent, copyright, trademark, or other proprietary right. Client further agrees to bear all attorneys' fees and cost incurred in the defense of Signal US Interactive, LLC by counsel selected by Signal US Interactive, LLC from any action or proceedings arising from such liability.

CANCELLATION OF CHARGES:

In the event a Client cancels a New Work Request or Support Ticket for materials or services placed with Signal US Interactive, LLC prior to Signal US Interactive, LLC's commencement of work on the order, Client shall be charged 65% of the written quoted price for the order provided by Signal US Interactive, LLC to Client. Signal US Interactive, LLC shall retain any element produced by it under a cancelled work or support request.

SHIPPING AND DELIVERY:

Delivery dates and or shipping dates are approximate. Signal US Interactive, LLC shall not be liable to Client or any other person for any losses, damage (incidental or consequential), liability or delay in delivery or shipping, nor shall any such delay, constitute grounds for cancellation. Client shall insure itself against such loss, damages and delays.

RETURN OF CUSTOMER'S MATERIALS:

All client materials will be returned to the Client, at the Client's expense, upon written demand of the client provided all outstanding invoices have been paid in a timely manner and have been cleared in full. A normal storage charge per month will be made on all Clients' materials that remain in the possession of Signal US Interactive, LLC for over 1 month. In the absence of written instructions from the Client to the contrary, Signal US Interactive, LLC retains the right to destroy all materials 1 year after completion of Client's work.

ASSIGNMENT:

The Agreement shall not be assigned or transferred by Client without the prior written approval of Signal US Interactive, LLC. Signal US Interactive, LLC reserves the right to subcontract all or any part of the work ordered by the Client.

NONSOLICITATION OF EMPLOYEES:

During the term of the client engagement and for two (2) years after the term of this Agreement, Client will not solicit the employment of, or employ the Company's personnel, without the Company's prior written consent.

GOVERNING LAW:

These conditions and terms shall be construed and governed in accordance with the laws of the State of Ohio, without regard to the principles of conflicts of law. The language of the Agreement shall be deemed to be the result of negotiation among the parties and their respective counsel and shall not be construed strictly for or against any party. Each party (i) agrees that any action arising out of or in connection with this Agreement shall be brought solely in courts of the State of Ohio, in Cincinnati or the United States District Court for Hamilton County, (ii) hereby consents to the jurisdiction of the courts of the State of Ohio and the United States District Court for Hamilton County, and (iii) agrees that, whenever a party is requested to execute one or more documents evidencing such consent, it shall do so immediately.

NOTICES:

Any notices or communications to the Client by Signal US Interactive, LLC shall be deemed to have been duly given when deposited in the United States mail with postage prepaid to Client at the address shown as the clients address in Signal US Interactive, LLC's records. Client may change the address at which it desired to receive such notices by giving written notice of such changes to Signal US Interactive, LLC.

PARTIAL INVALIDITY:

In the event that any portion of these terms and conditions shall be held to be invalid or unenforceable, the remaining terms and conditions shall nevertheless remain in full force and effect as though the invalid and unenforceable portion were not included.

NO WAIVER:

The failure of Signal US Interactive, LLC to insist upon Client's performance of any of Client's obligations hereunder shall not be construed as a waiver of the breach of any other obligation of Client or any subsequent breach of such obligation. The failure of Signal US Interactive, LLC to exercise any right or remedy which Signal US Interactive, LLC may have hereunder or under the law shall not be construed as a waiver of any other right or remedy which Signal US Interactive, LLC may have hereunder or under the law.

CLIENT'S DEFAULT:

Upon Client's failure to pay Signal US Interactive, LLC any amount when due, Signal US Interactive, LLC shall have all rights and remedies available to it at law or equity arising from its performance or services for Client and its possession of, lien on, and security interest in Client's master tape(s), film, computer applications/programs, and computer files and any other materials either provided by or ordered by Client.

REMEDIES:

Any right and remedy belonging to Signal US Interactive, LLC hereunder or under the law shall be deemed cumulative and not exclusive of one another and the exercise by Signal US Interactive, LLC of any such right or remedy shall not preclude Signal US Interactive, LLC from exercising or enforcing any other right or remedy it may have.

MODIFICATION OF TERMS AND CONDITIONS:

THESE TERMS AND CONDITIONS CAN ONLY BE MODIFIED BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF Signal US Interactive, LLC AND THE CLIENT.