Terms of Service

RECITALS

WHEREAS, Client requests Host to provide to Client satellite TV equipment, and assist in physical hosting of this equipment in Host data centre, and in addition requests Host to be allowed to utilise Host satellite dishes and use Host broadband services to ACCESS "Satellite TV Channels" (from herewith called "Data") from Client's equipment to one location as selected by the Client, and

WHEREAS, Client will own all legal rights to all equipment as well as data sent from Client's equipment to one location of Client's choice;

NOW, THEREFORE, in consideration of the above and the mutual promises contained herein, the parties agree as follows:

1. Grant of License

Client hereby grants to Host, on the terms set out in this Agreement, the right to locate Client's equipment as specified in this agreement (see Appendix I) in Host data centre for the duration of this Agreement.

2. Certain duties of Host

a. Satellite TV and Communication Equipment:

Host shall SELL TO Client a satellite receiver procured from TheTelly, as well as communication (SLINGBOX) Equipment as specified in Appendix I, and maintain this Equipment in Host data centre for the duration of this Agreement. Host shall endeavour to ensure that all relevant Equipment located in its data centre will be well-maintained.

b. Equipment Installation and Setup:

At the start of the contract Host shall install and setup the Equipment and necessary software at Client's side. Host shall explain the use of the Equipment, and provide relevant User's Manuals where applicable. Additional tech support and service can be provided at cost a specified in Appendix I.

c. Hosting and Data Transfer:

Host shall be responsible for physical hosting of Equipment, and providing sufficient upstream broadband bandwidth from Host data centre for the Client's Equipment to function properly.

d. General:

Host shall acquire no right, title or interest of any nature in any of the data transferred from the Client's Equipment to the Client. The Client is responsible for any data transferred from Client's Equipment in Host data centre.

e. Service Availability:

Host guarantees that its services will be available for the duration of this Agreement (also referred to as "uptime"). However, Host will not be responsible for the availability or quality of the satellite channel signals selected by the Client. Host has no influence on detrimental atmospheric conditions, solar outages, or availability of channels on selected satellite(s) or failure of internet due to ADSL providers.

3. Certain Duties of Client

a. Client shall pay Host for the purchased Equipment, including installation and setup, and a hosting and service fee per month as described in Appendix I. Host shall invoice Client for all sums due for the duration of this Agreement upon signing of this Agreement. Host invoice(s) shall be due and payable by Client within fourteen (14) days from the issue date of the relevant invoice, and prior to commencement of service; payment shall be made by such means as Host may reasonably request.

b. Client shall be responsible for the Equipment, installation and setup of any Equipment necessary to view the transferred data.

4. Representations and Warranties

Client warrants that:

a. to the best of its knowledge and belief, use of the data Client has selected to transfer from its Equipment in Host data centre in accordance with this Agreement will not infringe on any broadcasting rights in The United Kingdom, or infringe any other patent, copyright or any other intellectual property rights in The United Kingdom of any other person. Host will not be responsible or accountable for any related broadcasting or copyright validation or infringement by the Client.

b. Client has not entered into any agreement or license in relation to the broadcasting or copyrights which would interfere with the grant of rights to Host hereunder; and

c. it will ensure that only TheTelly employees and contributors with professional skills and experience will be involved in performing the obligations hereunder.

d. the quality of provided services will be in accordance with the specifications as set forth in this Agreement.

5. Indemnity

a.Client shall indemnify, defend and hold harmless Host (including, without limitation, Host servants or agents) from and against all third party claims, demands, actions and suits whatsoever (including legal costs) arising out of (including without limitation Host servants and agents, but excluding any such claims, demands, actions and suits which are due to the negligence of the Host, its servants or agents:

i.any material breach by Client of its warranties in this Agreement; and

ii.any material breach of or failure by Client to perform any of the covenants or terms of this Agreement;

provided, however, that Host promptly advises Client of any claim, demand, action or suit or of any threatened claim, demand, action or suit and gives Client full conduct of the defence of such claim; and provided, further, that Host does not enter into any negotiations regarding the said claim or in any way compromise Client's position, admit liability or attempt to settle the claim, except upon the written consent of Client.

6.Terms and Termination.

This Agreement shall come into effect on the date first set forth above and is established for twelve (12) months. This Agreement shall be automatically terminated unless both parties reach a written agreement for extension prior to the expiry date.

Either party to this Agreement shall be entitled to terminate this Agreement in the following circumstances:

i.if the other party fails to remedy a material breach of this Agreement (including non-payment by Client to Host of any amount due on its due date for payment) within 15 days of a written notice of material breach requiring its remedy having been given by the non-breaching party;

ii.if both parties agree that a material breach has occurred in this Agreement with respect to the service quality as set forth in this Agreement
iii.by either party or the person of the party in the event of the bankruptcy (including dissolution, liquidation, receivership or any analogous process) of the other party.

Within 5 days of termination under subsections i, ii or iii, above, Client and Host shall communicate to discuss the orderly wrapping up of any remaining obligations for goods and services incurred in the normal process of the performance of this Agreement. If Client is found in breach Client shall forfeit the Equipment supplied under this Agreement.

7. Force Majeure

Neither party to this Agreement shall be liable or be deemed to be in default for any delays or failures in performance under this Agreement resulting directly or indirectly from acts beyond the reasonable control of such party, including (but not limited to) acts of God, cessation of broadcasting, change of channels or channel programming content, change of encryption system, typhoons and bad weather, acts or regulations of any governmental or supra-national authority, war or national emergency, accident, fire, riot, strikes, lock-outs, industrial disputes, epidemics, communication line failure or failure of electrical power; provided, however, that nothing in this section 8 shall be deemed to release Client from any payment obligation that arose prior to such circumstances.

8. Modifications

This Agreement may be amended only with the prior written consent of both parties.

09. Waivers

Any departure from, waiver of, or failure of compliance with any of the terms hereof by either party must be authorised by the other party; provided, however, that no such departure, waiver or failure shall be deemed to authorize (i) the continuation of such departure, waiver or failure or (ii) any prior or subsequent departure, waiver or failure, unless otherwise agreed in writing by such other party.

No waiver of any term, provision or condition of this Agreement, the breach or default thereof, shall be deemed to be either a continuing waiver or a waiver of a subsequent breach or default of any such term, provision or condition of this Agreement.

APPENDIX I

I Equipment Specifications:

Basic Equipment specifications of the Equipment provided under this Agreement:

Satellite Receiver: Digital Satellite Receiver

Procured from TheTelly

Communication Equipment: SLINGBOX PRO HD or SLINGBOX SOLO or SLINGBOX 350

Procured from TheTelly

II Monthly Hosting and Service Fee:

The monthly hosting and service fee as stated in this Agreement includes:

- Physical hosting of Client's Satellite and Communication Equipment in Host dedicated data centre,
including all utility charges

- Upstream broadband bandwidth from Host data centre using Host connection.
Dedicated bandwidth made available to Client: minimum 9mbp/s.

V Equipment, Hosting and Service Fees

Client shall pay to Host Equipment, Hosting and Service fees as detailed on our Website Packages pages

Programming Content

TheTelly is not responsible for changes to programming content provided by any of the satellite providers. TheTelly is not responsible for schedules, channel lineup's, technical issues on the provider's side, and loss of services should a satellite TV provider cease business. Channels and content can change at any time without prior notice. We are not the broadcaster or provider of the satellite channels.