US_Relay_offer_combined.pdf

1 Please email this signed Agreement to US Relay Corp. at help@hdrelay.com or mail to US Relay Corp, 9340 Stevens Rd / Santee, CA 92071 USA.

NEW SERVICE

VIDEO TRANSFER SERVICE LEVEL AND RATE PLAN AGREEMENT

FOR LIVE IP VIDEO STREAMING/REBROADCASTING SERVICE

US Relay’s IP Video Transfer Rate Plan (hereinafter referred to as “eLiveStreamTM Rate Plan”) is available for live stream-ing/rebroadcasting service for IP Cameras. This eLiveStreamTM Rate Plan relates to the customer account and any service in the account that may require a rate plan.

Customer Name: ARIZONA GAME AND FISH DEPARTMENT

NEW SERVICE

Live Streaming Service for IP Cameras

Number of Camera(s):

Camera Brand(s):

Camera Model(s)/ IP Address:

Effective Date:

$139 One-Time Complete System Configuration Fee

Panoramic timelapse and user controls requires a working PTZ camera.

2 Please email this signed Agreement to US Relay Corp. at help@hdrelay.com or mail to US Relay Corp, 9340 Stevens Rd / Santee, CA 92071 USA.

EXISTING CUSTOMER INFORMATION (Skip New Customer Information if no changes are to be made)

Account Name/Ownership:

NEW CUSTOMER INFORMATION (Or if Existing Customer Information has changed)

Business:

Address: City:

State/Province: Zip/Postal Code: Country:

Website: Fax:

Account Contact: Email: Phone:

Technical Contact: Email: Phone:

Web Master: Email: Phone:

Accounting Contact: Email: Phone:

Credit Card: Visa Mastercard AMEX Card No:

Name on Card: Expiration: Zip Code:

Billing Address (if different than above):

City: State/Province: Country:

Charge Credit Card for Hardware Purchase Yes ______ No_______

Charge Credit Card for Monthly Invoices Yes ______ No_______

3 Please email this signed Agreement to US Relay Corp. at help@hdrelay.com or mail to US Relay Corp, 9340 Stevens Rd / Santee, CA 92071 USA.

US RELAY ELIVESTREAMTM TERMS OF SERVICE

PLEASE READ THIS AGREEMENT CAREFULLY TO COMPLETE YOUR ORDER FOR THE PRODUCT/AND OR SERVICE YOU’VE

REQUESTED, YOU MUST FIRST READ AND ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT (“AGREEMENT”).

SUBMISSION OF YOUR ORDER CONSTITUTES ACCEPTANCE OF THESE TERMS AND CONDITIONS.

1. Scope: US Relay, Inc, (a Nevada S Corporation) hereby called (“US Relay”), is a network camera service provider used to supplement the user’s (“Customer’s”) web site, live monitoring and hardware monitoring. US Relay’s services include, but are not limited to: the conversion of Customer’s camera materials into streaming video, archive and web media (“streaming media”), the hosting of Customer’s streaming media and related components on US Relay’s server (that portion of the server allocated for Customer’s use is hereafter referred to as “Customer’s Allotted Space”) and the granting of permission to link Customer’s web site to Customer’s Allotted

Space. US Relay may provide any other services, as necessary, for the operation of its business.

2. Standard Term/Length for eLiveStreamTM live streaming service for IP cameras rate plans: The Term/Length of this

Agreement shall be 24 months from the Effective Date of the Agreement. Terms of any US Relay Written Agreement between US Relay and

Customer shall override any inconsistencies or contradictory terms of this Agreement. The term of this Agreement shall automatically renew for successive one (1) year terms unless prior written notification or termination or non-renewal is delivered by one of the parties in accordance with the notice provision of this Agreement.

3. Early Termination Fees apply for Committed Rate Plans (CRP) if 1) Customer terminates this Agreement prior to the expiration of any Term, for reasons other than for “Cause” or 2) US Relay terminates this Agreement for Cause, Customer will be required to pay, in addition to all accrued but unpaid charges through the date of such termination, an early termination fee of US $1,500.00. As used herein, “Cause” shall mean a failure of the other party to perform a material obligation under this Agreement which failure is not remedied by the defaulting party within thirty (30) days of written notice thereof. If HD Relay hardware is not installed within 6 months and prevents service start then the ETF will be applied.

4. US Relay Written Agreement: For special services, or customized solutions, a written US Relay Written Agreement may accompany these

Terms and Conditions. If such document accompanies these Terms and Conditions, the terms of the written US Relay Written Agreement shall override any inconsistencies or contradictory Terms and Conditions that may arise between the two agreements.

5. Encoding - Conversion of Customer’s Live Camera Feed: US Relay, upon Customer’s request and subject to all payment requirements and any other conditions described herein, shall convert, through its own efforts and those of its sub-contractors, Customer’s multimedia materials into a streaming video and/or audio format with a copy of the materials to be converted in the format as specified on the Customer’s quote submitted to US Relay. Customer should not provide US Relay with the original of the materials to be converted and, in no instance, shall US Relay be liable to Customer for direct damages for loss of, or other damage to, Customer’s materials greater than the cost of the medium on which the materials were transmitted to US Relay. Customers wishing this service must complete the Contact Request form at www.HDRelay.com Customer will then receive the Quote for the costs of conversion which must be signed and returned to US Relay prior to commencement of service. Customers utilizing this service shall be bound by the terms and conditions of this Agreement. Customer shall retain all rights, including all trademark, licensing and copyright rights, in both the original multimedia materials as well as the streaming media materials.

Customer represents and warrants that materials Customer provides for encoding by US Relay, and US Relay’s encoding of those materials as

Customer requests, will not infringe upon, violate or misappropriate any patent, copyright, trade secret, trademark, contract, or any other publicity right, privacy right, or proprietary right of any third party. US Relay shall not be liable for any such infringement, violation, or misappropriation, and Customer shall indemnify US Relay against all losses and expenses, including for all attorneys’ fees and other costs, relating to Customer’s breach of that representation and warranty.

6. Price and Payment: Customer shall pay US Relay monthly recurring fees, in U.S. Dollars, as indicated at http://www.HDRelay.com or, if a US

Relay Written Agreement accompanies this document, as indicated by those terms, which include charges for use and occupancy of Customer’s Allotted Space. In addition to any recurring fees, Customer may be charged non-recurring fees as indicated at this same Web site, or as a US Relay Written Agreement specifies. US Relay reserves the right to increase or decrease prices for its services upon the expiration of the Customer’s contracted term. Price increases or decreases for any or all services shall be posted on US Relay’s web site 30 days prior to taking effect. US Relay agrees to submit written notice to the primary email address on record for the Customer at least 30 days prior to any price increases taking effect. Price decreases shall automatically reflect on Customer’s next billing cycle, without advanced notice, after such price decreases are posted online. Customer will receive an invoice for charges and payment is due upon receipt, unless otherwise stated. It is our policy to bill our clients on a monthly basis, and in the absence of any agreement or arrangement to the contrary, we expect to be paid no later than the due date stated on the invoice. Customer agrees that payment for the minimum amount (Plan of service +

License Fee) of service will be due for the duration of the agreement even when no data transfer has taken place on the account. Invoices over

Thirty Days are subject to a 1.5% Late Fee.

7. Methods of Payment: US Relay accepts payment by Credit Card, Check, Postal Money Order, and Wire Transfer. US Relay charges

$20.00 for each check returned (rejected) by the bank. US Relay accepts Visa, Mastercard, and American Express for Credit Card payments, the name, “US Relay,” shall appear on your credit card statement

8. Service Upgrades or Downgrades: For customers upgrading or downgrading their Service, the upgrade or downgrade shall become effective as of the date that the Upgrade or Downgrade order was submitted to US Relay. For the current billing cycle, US Relay will pro- rate daily, the service charges, as posted online at US Relay’s Web site, at the time of Customer’s request, and recalculate the service based on the upgraded or downgraded service price, and charge the remainder of the current period at the new upgraded or downgraded service pricing. Data Transfer measurements are conducted daily (every twenty-four hours) based on Greenwich Mean Time (GMT).

4 Please email this signed Agreement to US Relay Corp. at help@hdrelay.com or mail to US Relay Corp, 9340 Stevens Rd / Santee, CA 92071 USA.

The monthly minimum commitment for “Seasonal” Rate Plan shall be one month. For calculation purposes, US Relay assumes 1,024

Megabytes are in one Gigabyte.

For customers upgrading between Plans, the upgrade shall become effective as of the beginning of the current billing cycle, which is the first of the month during the month that the upgrade occurs.

For customers downgrading between rate plans, the downgrade shall become effective as of the first calendar day following the end of the Service

Term. For Data Transfer Rate Plans with a Service Minimum of one month, then the downgrade shall become effective as of the first of the next calendar month

9. Cancellation of Service by US Relay: Customer agrees that the use of the Service is subject to US Relay’s “Early Termination Policy” under section 3.

10. Service Level: US Relay uses best efforts to keep its service up and running. However, US Relay cannot and will not guarantee

100% uptime of its service. In the case required System Maintenance or in the event US Relay determines that it is necessary to interrupt

Service or that there is a potential for Services to be interrupted for the performance of system maintenance, US Relay will use good faith efforts to notify Customer prior to performing these tasks. US Relay service is available and capable of forwarding IP packets

99.0% (ninety-nine percent) of the time, as averaged over the life of the Service Period, as defined in US Relay Terms of Service Policy.

Customer shall remain liable to US Relay for all other fees associated with the service, including one-time setup fees and any excess bandwidth usage fees incurred prior to the termination of the service. Disruption of service to end-user that is due to network congestion on the Internet or other related disruptions on the Internet are not related to US Relay’s service. It is very possible that US Relay’s service is fully operational, but the end-user’s access to the media is disrupted by means of independent backbone or ISP carrier issues. For continual (24x7x365) monitoring of its primary and backup systems, Customer understands that response time is within reasonable amount of time and within 24 hours.

For end user support, Customer agrees to include on pages showing the live presentation support language with live support link, i.e: “Please contact HD Relay (http://www.hdrelay.com/support/) for technical support related to the live camera presentation.”

11. Copyright & Trademark: Customer agrees the use of the Service is subject to US Relay’s “Copyright & Trademark Policy” . Nothing in this

Agreement shall be construed to grant US Relay any right, title, or interest in or to any content of Customer other than those rights necessary for the sole purpose of enabling US Relay to perform the services described herein or in any US Relay Written Agreement, pursuant to the terms of this Agreement and/or such US Relay Written Agreement.

12. Privacy Policy: Customer agrees the use of the Service is subject to US Relay’s “Privacy Policy”.

13. Regulatory: Customer is responsible for reimbursement to US Relay for any fees, taxes, or surcharges paid by US Relay that are imposed or authorized by regulatory and governmental entities.

14. Security of Integrity Customer’s Media: US Relay provides best efforts to insure integrity and security of Customer’s archive Media, including the use of automated tape-back up systems, secure servers, and restricted access to back office systems. However, such procedures cannot guarantee complete security and integrity of media. Therefore, US Relay makes no guarantee and assumes no liability for the security of any media on any server including “secure servers.” Customer agrees to maintain separate backups of any media other than the backup systems that US Relay has in place and US Relay shall not be liable for the loss, or modification, of any Customer materials due to any breach of security. US Relay’s backup systems are reserved for US Relay’s use and are not available to Customer for the purposes of requesting media whereby such missing or defective media is a result of circumstances not related to US Relay’s system failures or breach of security.

15. Disclaimer of Warranty: US RELAY WARRANTS THAT THE SERVICE WILL OPERATE SUBSTANTIALLY IN CONFORMANCE WITH

THE SPECIFICATIONS DEPICTED IN THEIR PACKAGE. TO THE EXTENT PERMITTED BY LAW, US RELAY DISCLAIMS ALL OTHER

WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES

OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. THE

DURATION OF ANY STATUTORILY REQUIRED WARRANTY PERIOD SHALL BE LIMITED TO THE TERM OF THE LIMITED WARRANTY.

16. Indemnity: Customer agrees to indemnify and hold harmless US Relay, their affiliates, and officers, directors, partners, shareholders, employees, successors, assigns and independent contractors of US Relay and US Relay affiliates, from and against all loss, claims, damages, liabilities or expenses of any description (including, but not limited to reasonable attorney fees and costs) arising out of

Customer’s acts or omissions (or those of its officers, directors, partners, shareholders or employees, if and any), including, but not limited to misrepresentation of US Relay services or prices. Customer agrees to promptly defend against any of these losses, claims, damages, liabilities or expenses but will not settle without consulting US Relay and obtaining its prior written consent.

Customer agrees to indemnify and hold harmless US Relay, their affiliates, and officers, directors, partners, shareholders, employees, successors, assigns and independent contractors of Partner and Partners affiliates, from and against all loss, claims, damages, liabilities or expenses of any description (including, but not limited to reasonable attorney fees and costs) arising out of US Relay’ acts or omissions (or those of its officers, directors, partners, shareholders or employees, if and any), including, but not limited to misrepresentation of US Relay’ services or prices.

17. Limitation of Liability: UNDER NO CIRCUMSTANCES WILL US Relay BE LIABLE TO CUSTOMER FOR DIRECT DAMAGES GREATER

5 Please email this signed Agreement to US Relay Corp. at help@hdrelay.com or mail to US Relay Corp, 9340 Stevens Rd / Santee, CA 92071 USA.

THAN THE SUM TOTAL OF PAYMENTS MADE BY CUSTOMER FOR THE USE AND OCCUPANCY OF CUSTOMER’S SPACE OR IN THE

CASE OF SPECIAL SERVICES, INCLUDING ENCODING, REBROADCASTING AND ARCHIVING SERVICES, THE SUM TOTAL OF PAYMENTS

MADE BY CUSTOMER TO US RELAY FOR THE SERVICE FOR WHICH DAMAGES ARE CLAIMED. IN NO EVENT SHALL US Relay BE LIABLE

FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR OTHER CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST

PROFITS) ARISING OUT OF AND IN RELATION TO THIS AGREEMENT EVEN IF ADVISED BEFORE HAND OF THE POSSIBILITY OF SUCH

LIABILITY. UNDER NO CIRCUMSTANCES WILL US RELAY BE LIABLE

TO CUSTOMER FOR ANY MARKETING, ADVERTISING, PROMOTIONAL EXPENSES OR ANY EXPENSES RELATED TO THE

CUSTOMER’S USE OF US RELAY’S SERVICE, REGARDLESS OF ANY EVENT, INCLUDING INTERRUPTION OF US RELAY’S SERVICE, OR US RELAY’S REMOVAL OF CUSTOMER’S MATERIAL.

18. Taxes: In the event that they are applicable, Customer shall be solely responsible for the payment of all sales, use and similar taxes relating to their use of US Relay’s services.

19. Governing Law: The laws of the State of California shall govern the validity, construction and performance of this Agreement.

20. Arbitration: The parties agree to submit any dispute arising out of or in connection with this Agreement to binding arbitration in California before an arbitrator agreed to by both parties and subject to the rules of the American Arbitration Association. The parties agree that such arbitration will be in lieu of either party’s rights to assert any claim, demand or suit in any court action, (provided that either party may elect either binding arbitration or a court action with respect to obtaining injunctive relief to terminate the violation by the other party of such party’s proprietary rights, including, without limitation any trade secrets, copyrights or trademarks). Any arbitration shall be final and binding and the parties agree not to contest the enforceability of the arbitrator’s order.

21. Assignment and Account Ownership: Customer may not assign its rights or obligations arising under this Agreement without submitting a request to do so in writing, complete with original signatures, and without US Relay’s prior written consent. Should ownership of a US Relay

Account be disputed between two or more parties, priority shall first be given to the original name on the account for which invoices are submitted, supported by the billing address. If ownership of an Account remains in dispute, US Relay reserves the right to interplead the dispute to binding arbitration as depicted in this General Terms and Conditions in the state of California, and suspend service and withhold Customer’s content until court action determines otherwise. US Relay may assign its rights and obligations under this Agreement, but must provide written notice to Customer within 30 days of doing so.

22. General Provisions: BOTH PARTIES REPRESENT AND WARRANT THAT THEY HAVE FULL POWER (INCLUDING CORPORATE

POWER) AND AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT AND TO PERFORM THEIR OBLIGATIONS HEREUNDER, AND

THAT THE PERSON (AND COMPANY, IF APPLICABLE) WHO ACCEPTS THIS AGREEMENT BY SIGNING THE “I ACCEPT THESE TERMS AND

CONDITIONS” BELOW IS DULY AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE PARTY.

23. Amendment of Agreement: Unless a US Relay Written Agreement specifies otherwise, US Relay may amend this Agreement from time to time on an as-needed basis by placing an update of this Agreement on-line at US Relay’s web site at this location or at any other location designated at said site. Any changes to this Agreement take effect upon the renewal date of the Agreement. Therefore, it is Customer’s responsibility to monitor this Agreement on-line. If Customer does not agree with the terms and conditions of US Relay, Customer must immediately cease the use of US Relay’s service. US Relay agrees to give written notice, via email to the primary email address on record, of any material changes that affect the length, pricing, privacy, or cancellation of this Agreement. This Agreement is also subject to, and Customer agrees to comply with, all local laws, and regulations, rulings, and orders of local, state and federal governmental agencies, including but not limited to the Communications Act of 1934, the Telecommunications Act of 1996, and rules and regulations of the

Federal Communications Commission.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized representatives. The individual signing on behalf of the Company below represents and warrants that he or she has full authority to sign this

Agreement and bind Company to perform all duties and obligations contemplated by this Agreement.

Please email this signed Agreement to US Relay Corp. at help@hdrelay.com or mail to US Relay Corp., 9340 Stevens Rd / Santee, CA 92071

USA.

Client:

Signature:

US Relay Corp.

Signature:

Print Name: Print Name:

Title: Title:

Date: Date: