RemoTV, Inc. Software License Agreement

This Software License Agreement is a legal agreement between you, an individual person or a single legal entity ("you") and RemoTV, Inc. ("RemoTV", "our", "us" or "we") governing the use of the software that may be downloaded with this license, including the Channels! application, the cellular application and accompanying documentation (collectively, the "Software"); and services including audio, video and written content and media available from RemoTV, its affiliates, and third parties, and the streaming of audio, video and written content and media provided by you (collectively, the "Services").

Please read the following agreement carefully before downloading, installing or using the Software. RemoTV provides the Software and Services subject to your compliance with the terms and conditions in this agreement.

BY CLICKING ON THE "I ACCEPT" CHECK BOX BELOW, OR BY DOWNLOADING, INSTALLING OR USING ANY OF THE SOFTWARE, YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT CREATE AN ACCOUNT AND/OR INSTALL ANY OF THE SOFTWARE; CLICK THE "CANCEL" BUTTON AND THE PROCESS WILL NOT CONTINUE; DO NOT DOWNLOAD, INSTALL, COPY, ACCESS OR MAKE USE OF ANY OF THE SOFTWARE. If you do not accept all terms of this agreement, RemoTV will not license the Software to you.

1. GRANT OF LICENSE

RemoTV grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free license for the Software, provided that you comply with all terms and conditions of this agreement.

1. Installation and Use

You may download and install a single copy of the Software on a single desktop computer device. Upon installation including completion of a registration process, an SMS message will be sent to your mobile computer device, enabling you to install a single copy of the Software on your mobile computer device.

2. Documentation

Any documentation that accompanies the Software is licensed for your reference purposes only and may not be copied or distributed.

2. SERVICES

RemoTV will provide the Services to you for so long as this agreement is in effect and you maintain an account with us. RemoTV reserves the right to discontinue, at any time, any Services it provides or makes available to you through the use of the Software.

3. ADDITIONAL SOFTWARE/SERVICES

The terms of this agreement apply to any updates, upgrades, supplements, add-on components, or any other client-, network-, web-, or internet-based components of the Software ("Supplemental Components") and to the related services of these Supplemental Components ("New Services") that RemoTV may provide to you or make available to you after the date you obtain your initial copy of the Software, unless such Supplemental Components and New Services are accompanied by separate terms. For purposes of this Agreement, the Supplement Components shall be part of the term "Software" and the New Services shall be part of the term "Services", unless the context requires otherwise. After installing the Supplemental Components, you may no longer use the original Software except with the Supplemental Components.

4. RESERVATION OF RIGHTS AND OWNERSHIP

RemoTV reserves all proprietary rights in the Software not expressly granted to you in this agreement. The Software is protected by copyright and other intellectual property laws and treaties. RemoTV owns all title, copyrights, and other intellectual property rights in and to the Software. The Software is licensed, not sold. With the exception of a single, personal copy you may make for backup purposes (provided that you reproduce on it all copyright and other proprietary notices that are on the original copy of the Software), you may not reprint, republish, sell or redistribute the Software in any form or manner. This agreement does not grant you any rights to any of RemoTV's trademarks or service marks and you are expressly prohibited from using any of our trademarks or service marks without our prior written consent.

5. MODIFICATION

1. Prohibitions

Except as provided in Section 5.2, you may not modify, adapt, translate or create derivative works based upon the Software. You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. The Software is licensed as a single product. Its component parts may not be separated for use on any device for any reason.

2. Approved Customization

As an exception to Section 5.1, you may customize or extend the functionality of the Software as specifically allowed in instructions found at http://www.remotv.com/support.

6. ACKNOWLEDGEMENTS

You understand and agree to the following:

1. Account Information

You will not share your user identification or your user password (the "Security Codes") with any third party. You are solely responsible for keeping the Security Codes secure. RemoTV is not responsible for any unauthorized use of your account.

2. No Responsibility for Content.

1. The content and media available through the Services is entirely the responsibility of the individual from whom such content and media originated. You, therefore, may be exposed to content or media that is offensive, harmful to minors, indecent or otherwise objectionable. RemoTV will not be liable for any type of communication spread by use of the Software.

2. RemoTV is not responsible for any third-party content available through the Service or for the content of any third-party sites or services, any links contained in third-party sites or services, or any changes or updates to third-party sites or services. If RemoTV provides access to third-party content and third-party sites and services, the inclusion of any link or access does not imply an endorsement by RemoTV of the third-party content, site, or service. Third-party sites are not owned or operated by RemoTV.

3. Consent to Use of Data

RemoTV and its affiliates may collect and use technical information gathered as part of the product support services provided to you. RemoTV may use this information to improve its Software or to provide customized Software or Services to you. RemoTV will not disclose this information in a form that personally identifies you. RemoTV's use of any information collected will be in accordance with RemoTV's Privacy Policy (the "Privacy Policy") as it may be amended from time to time. The Privacy Policy is incorporated into this agreement by reference and is available to review at: www.RemoTV.com.

4. Consent to Access Software

RemoTV may automatically check from time to time the version of the Software and/or its components installed on your desktop computer device or mobile computer device and may download and install Supplemental Components to the Software. Furthermore, you permit RemoTV to access, by any remote means and without notification to you, your licensed copy of the Software for such purposes and for the purpose of providing you with technical support and/or maintenance services.

5. Features Not Specifically Mentioned

RemoTV may offer other Services not mentioned in this agreement. All such Services made available to you through use of the Software are covered by the terms and conditions of this agreement.

6. Charges

You are solely responsible for any data or mobile communications charges incurred by you as a result of your use of the Software, and you will comply with the terms and conditions of any data, telecommunications, Internet, broadcast or broadband service provider in connection with your use of the Software.

7. UNAUTHORIZED USES

You may not use the Software or any Services in any manner that is in violation of any applicable federal, state, or local laws or regulations or RemoTV authorized uses, including without limitation:

1. Unlawful Use and Access

You may not use the Software or Services in any manner that could damage, disable, overburden, or impair the Software or interfere with any other party's use and enjoyment of the Software; or attempt to gain unauthorized access to any service, account, computer system or network associated with the Software.

2. Unlawful or Inappropriate Material

1. You may not use the Software to transmit or distribute any material that: (a) is protected by copyright, trademark, trade secret, or other intellectual property right without proper authorization; (b) is obscene, defamatory, or constitutes an illegal threat; (c) impersonates any person or entity, or violates any person's right of privacy or publicity; or (d) violates or threatens to violate RemoTV's or any other party's system or network security, irrespective of whether such violation could result in criminal or civil liability. RemoTV, in its sole discretion, may refuse to process, forward, transmit, or return any material in violation of this Section 6.2.

2. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that content appearing on the internet infringes upon their rights under U.S. copyright law. If you believe that content hosted by RemoTV infringes upon your copyright, you may request that the material be removed, or that access to it be blocked. Likewise, if we receive a notice from another party that believes content you provided and RemoTV is hosting infringes their copyright, we may remove or block access to such material. If you believe that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send RemoTV a counter-notice. Notices and counter-notices must meet statutory requirements imposed by the DMCA. Notices and counter-notices for the RemoTV Services should be sent to: Copyright Agent, RemoTV, Inc. 258 Bradley Street, New Haven, CT 06510, (203) 654-7707, copyrightagent@remotv.com. We suggest that you consult your legal advisor before filing a notice or counter-notice. Please be aware that there can be substantial penalties for false claims.

8. INDEMNITY IN BREACH OF AGREEMENT.

You will indemnify and defend RemoTV from and against any and all claims or lawsuits, and all costs, damages, and expenses associated with any claims or lawsuits (including attorneys' fees), that arise from or result from your breach of any of the terms of this agreement.

9. TERM; TERMINATION.

This agreement remains in effect until terminated. You may terminate this agreement at any time by email at terminate@remotv.com and destroying all copies of the Software in your possession or control. This agreement will terminate automatically without notice if you breach any term of this agreement, in which case you must promptly destroy all copies of the Software in your possession or control. Upon termination, your account and your Security Codes will be locked. Termination of this agreement shall not relieve you of any obligations you may owe to RemoTV. All prohibitions, conditions, indemnities, and limitations set forth in this agreement shall survive any termination.

10. LIMITED WARRANTIES; LIMITATIONS OF LIABILITY; AND REMEDIES

1. Limited Warranty

RemoTV warrants to you that the Software will substantially conform to the documentation provided with it, if any, for a period of thirty (30) calendar days from the date of download. You must notify RemoTV in writing of any material non-conformance of the Software within thirty (30) days of downloading it. RemoTV's sole liability, and your sole remedy, with respect to actual or alleged breach of this warranty shall be, at RemoTV's option: (i) to replace the Software containing the non-conformity; or (ii) to provide a new download of the Software to you. Any Supplemental Components to the Software, including without limitation any service packs or hot fixes, provided to you are NOT COVERED BY ANY WARRANTY WHETHER EXPRESS, IMPLIED, OR STATUTORY, UNLESS OTHERWISE STATED OR REQUIRED BY LAW TO BE PROVIDED.

2. No Other Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, REMOTV DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTIES CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO SOME OF THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU. STATUTORY RIGHTS THAT CANNOT BE WAIVED, IF ANY, ARE NOT AFFECTED BY THESE PROVISIONS. YOU AGREE AND ACKNOWLEDGE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND WARRANTY PROVIDED IN THIS AGREEMENT ARE FAIR AND REASONABLE.

3. User's Risk

Unless otherwise expressly provided in this agreement, USE OF THE SOFTWARE AND SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE LIMITED WARRANTY IN SECTION 10.1, THE SOFTWARE AND SERVICES ARE PROVIDED TO YOU BY REMOTV "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, FOR YOUR USE. Neither RemoTV nor any third-party provider of products or services makes any representation or warranty with respect to any Software or Services offered by RemoTV, except as provided in Section 10.1.

4. Limitation of Liability

Unless otherwise specifically provided in this agreement, RemoTV and its suppliers will not be liable to you or to any third party under any circumstances for:

1. Any pecuniary or other loss resulting directly or indirectly from, or in any way related to, your use of or inability to use the Software or Services, including without limitation any damages resulting from or arising out of your reliance on or use of the Software and Services, even if such loss is due to mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation or transmission, or any failure of performance of RemoTV or of the Software or Services, irrespective of whether such failure is due to RemoTV's (or a supplier's) negligence, misrepresentation, breach of contract, breach of warranty, or failure to meet any duty, including the duty of good faith or of reasonable care, even if RemoTV or any such supplier has been advised of the possibility of such damages; and

2. Any losses, claims, damages, expenses, liabilities, or costs (including attorneys' fees) resulting directly or indirectly out of, or otherwise arising in connection with, any allegation, claim, suit, or other proceeding based upon a contention that the use of the Software or Services by you or a third party infringes the copyright, patent, trademark, trade secret, confidentiality, privacy, or other industrial or intellectual property rights or contractual rights of any third party.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER TORT, CONTRACT, PRODUCTS LIABILITY OR OTHERWISE), SHALL REMOTV BE LIABLE TO YOU OR ANY OTHER PERSON FOR INDIRECT, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES, EVEN IF REMOTV SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. IF REMOTV IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN TORT, CONTRACT, PRODUCTS LIABILITY, OR OTHERWISE), REMOTV'S LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES FOR THE AMOUNT YOU ACTUALLY PAID FOR THE SOFTWARE OR SERVICES GIVING RISE TO REMOTV'S LIABILITY.

11. EXPORT RESTRICTIONS

The Software may be subject to restrictions and controls imposed by the United States Export Administration Act and other applicable transfer control and prohibited persons laws of the United States and the regulations thereunder as they may be modified from time to time (collectively, the "Export Laws"). You agree to comply with all Export Laws and any applicable international laws that apply to the Software, as well as end-user, end-use, and destination restrictions issued by the U.S. and other governments. You hereby certify that neither the Software nor any of its underlying information or technology: (a) is being or will be acquired, shipped, transferred or re-exported directly or indirectly into any country, or to any person, prohibited by the Export Laws; or (b) will be used for any purpose prohibited by the Export Laws.

12. U.S. GOVERNMENT RESTRICTED RIGHTS.

The U.S. Government's rights to use, modify, reproduce, release, perform, display, or disclose the Software are restricted by: paragraph (b)(3) of the Rights in Technical Data--Noncommercial Items provision at DFARS 252.227-7013; paragraph (b)(3) of the Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation provision at DFARS 252.227-7014; and paragraphs (c)(1) and (2) of the Commercial Computer Software--Restricted Rights provision at 48 CFR 52.227-19, and any successor provisions, as applicable. Any person, other than the U.S. Government, who has been provided access to any such Software from anyone other than RemoTV must promptly notify RemoTV. Manufacturer is RemoTV, Inc., 258 Bradley St., New Haven, CT 06510.

13. GENERAL

1. Applicable Law and Jurisdiction.

This agreement is governed by the laws of the State of Connecticut, without respect to its conflict of laws principles. You agree to the exclusive jurisdiction and venue of the state or federal courts located in New Haven County, Connecticut. You may not bring any action against RemoTV, regardless of form, arising out of this agreement more than one (1) year after the event giving rise to the cause of action has actually occurred.

2. Entire Agreement; Severability.

This agreement (including any addendum or amendment to this agreement included with the Software), and the Privacy Policy incorporated herein by reference, are the entire agreement between you and RemoTV relating to the Software, the Services, and any support services (if offered), and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or Services or any other subject matter covered by this agreement. To the extent the terms of any RemoTV policies or programs for support Services conflict with the terms of this agreement, the terms of this agreement shall control. If any provision of this agreement is held to be void, invalid, unenforceable, or illegal by a court of competent jurisdiction, it shall be severed from this Agreement and the other provisions shall continue in full force and effect.

3. Amendment

RemoTV may, in its sole discretion, change, modify, add, or remove portions of this agreement at any time. RemoTV may notify you of any such change or modification to this agreement by posting notice of such change or modification on the Site, or sending you notice via email or text message. Your continued use of the Software and Services following a notice of such change or modification shall be your acceptance of any such change or modification. If you do not agree to any change or modification of this agreement, you must immediately cease using the Software and Services and notify RemoTV that you are terminating this agreement via the Site or by email to the email address below or such other e-mail address provided by RemoTV on the Site to its customers for such communications.

4. Contact Information

If you have any questions about this agreement you may contact RemoTV at info@remotv.com.

5. No Transfer to Third Party

You may not transfer this agreement, or any rights or obligations hereunder, to any third party. Any attempted transfer in violation of this provision shall be void.