Honor2Lead Simulcast Agreement
Event Date: September 25, 2015
This agreement (Agreement) is between the Simulcast Site (SITE) and the producer Military Leadership Simulcast, LLC (MLS), whereby SITE agrees to receive (i) a single primary broadcast of the Event (EVENT) on the date above live by Internet HD Downlink (DOWNLINK) offered by MLS and/or (ii) an Extended Access through one of the available packages, showing a recording of the broadcast of the Event for extra days defined by the purchased package as seen on the event order page.
Please review all sections of the Agreement, then accept the Agreement and proceed to the checkout webpage (via checkbox and checkout button at the end of this page), and check out by paying the Simulcast Site Fee on the checkout webpage, to execute this Agreement.
SITEs referenced in this agreement constitute any MLS offered Simulcast or On-demand Extended Access packages including but not limited to a single site location.
SITE is responsible for properly setting up their chosen broadcast option in compliance with the information given to them through the Technical Specifications PDF document. SITE agrees to purchase a site license for the single location or multiple locations in accordance with the terms of this Agreement. All SITE licenses are non-refundable. Additionally, MLS will not offer a reimbursement for any fees paid in accordance with the SITE fee. The SITE license includes complimentary H2L Online App – LeaderPass for online note taking - provided to each attendee.
Secure Broadcast Services
The EVENT broadcast will be available through transmission in High Definition via broadband Internet through MLS’s provided Broadcast Media International technology platform. With this Agreement, SITE is limited to one downlink/location, unless additional downlinks are selected, for additional fees, upon checkout. Any additional SITE locations, that fall under different company names or related organizations will require separate agreements.
Site and Signal Testing Protocols
SITE Testing Requirement: a designated online test site will be scheduled to verify that SITE Internet HD Feed, computers, and/or network to be used on the day of the EVENT will be compatible with the protocol and bandwidth. All SITEs are required to participate in this mandatory test, prior to the Event. If SITE fails to comply with mandatory testing protocols or changes equipment at the SITE location between the test period and the day of the SITE showing of the MLS EVENT, MLS will not be held responsible for unsuccessful receipt of the broadcast or downlink on the EVENT day. MLS will have support services available on the day of the EVENT to address issues or changes that would affect the broadcast via email, chat room, and/or telephone support, but will not be able to address setup issues for SITE that failed to complete the test period requirements, or if SITE is attempting to use a different facility, room or equipment.
Technology Failure: MLS is not responsible for any internet connection failure due to issues with your ISP (Internet Service Provider), any interruption(s) due to fiber cuts or any other physical damage on the "last mile" connection (the connection from the telecommunications demarc to SITEs on premise wiring), any on-site malfunctioning of equipment (including, but not limited to, routers/firewalls, cabling, computer equipment, servers, etc.), or signal interruption(s) due to acts of God, power failure or any other cause beyond reasonable control.
Unless otherwise specified in this agreement or a separate agreement with MLS, the SITE is not permitted to sell tickets or host publicly the MLS EVENT.
MLS reserves all rights to, and SITE acknowledges and agrees that, all right, title and interest in and to (i) the EVENT, the broadcast of and recording of the EVENT, the EVENT name, logo, and related marks, and the EVENT programming content (including but not limited to, the images, audio or video content, scripts, and other materials developed by or under license to MLS used in the transmission of or to support the broadcast of the EVENT), (ii) any and all advertising, marketing, publicity and promotional materials and other materials developed and/or provided by MLS in connection with the EVENT, (collectively, MLS Marketing Materials), and (iii) all other advertising, marketing, publicity and promotional materials and other materials relating to or furnished in connection with the EVENT, including, without limitation, all ideas, creations, properties, and other tangible and intangible materials, and the copyright therein, shall be, become and remain the sole and exclusive property of MLS.
SITE agrees not to tape, transcribe, reproduce, resell, repurpose, or store any part of the EVENT presentation in electronic, written, audio, or video format for any other use, whether for itself or any other purpose or for any third party without the express written consent of MLS. SITE hereby acknowledges that MLS is offering the simulcast EVENT to SITE which has no license or ownership to the broadcast downlink or the Online App except for viewing on the day of the EVENT (or on the day of the Extended Access showing of a recording of the broadcast of the EVENT, if specified in this Agreement) and will only be used as licensed and not for any commercial or personal use.
Speakers and Broadcast
MLS reserves the right to substitute speakers due to illness, force majeure events, death, or speaker cancellation or make programming changes as the producer of the Event to ensure the continuity of the programming. The EVENT is a live Leadership broadcast. As a result, MLS and the EVENT Sponsors do not necessarily endorse the opinions or commentary expressed in the speaker's presentation. In addition, MLS reserves the right, in its sole and absolute discretion, to at any time change, revise, and/or replace the EVENT schedule and format, the EVENT speakers, the EVENT name, logo and marks, the MLS Marketing Materials, and other matters or materials relating to the EVENT and the marketing of the EVENT.
SITE specifically agrees that it shall not permit flash photography cameras or recording devices at SITE. Furthermore, SITE must provide that attendees may not film, videotape, photograph, or record the EVENT in any media whatsoever. In the event of any violation of this paragraph by SITE, in addition to the other remedies provided by the terms of this Agreement for breach of this Agreement, MLS may refuse to provide the broadcast of the EVENT to SITE.
Marketing and Event Promotion
SITE agrees the EVENT speakers are under agreement with MLS and contacting any speaker or the speaker's organization/agency to promote SITE directly for any reason is strictly prohibited. MLS may provide SITE with basic promotional materials for in-house promotion or social announcements, as SITE resources. SITE shall only use the MLS Marketing Materials in connection with SITE's internal promotion of the broadcast of the EVENT. All EVENT advertising or marketing materials used or created by SITE (including those elements containing only the MLS Marketing Materials) shall be in compliance with the Style Guides and shall not be used, distributed or publically displayed without first obtaining MLS's prior approval of such materials. In addition, SITE shall comply with any and all additional marketing requests, requirements and/or procedures provided by MLS to SITE with respect to EVENT advertising, artwork and promotional materials. SITE shall, at the direction of MLS, immediately remove and cease using and/or displaying any Event marketing materials that fail to comply with the terms of this Agreement.
SITE shall defend, indemnify and hold MLS, the Event sponsors, and their affiliates, and the directors, officers, employees, agents and representatives of such entities harmless from and against any and all losses, liabilities, claims, demands, causes of action, damages, fines, penalties and expenses, both direct and indirect (including without limitation reasonable legal and accounting fees and expenses) resulting from or arising out of: (1) SITE's conduct, acts or omissions, (2) any personal injury, death, property damages, or damages of any other kind associated with SITE's hosting of the broadcast of the EVENT at SITE's facility; (3) the performance or non-performance of SITE's obligations hereunder, or (4) a breach by SITE of this Agreement.
Payment and License Fees
SITE agrees to pay MLS a SITE Fee based on a single site or multi-site location, in accordance to the pricing structure outlined on the checkout page. In order to secure and obtain the rights to the EVENT SITE License, a fee payment based on the Package selected by user is due with the execution of this Agreement.
SITE will not be permitted to switch site locations, once the Agreement is executed and payment is made, without written permission from the Managing Director of MLS. The SITE commitment must be paid in full to receive the authorization codes for the Internet HD Downlink.
SITE authorizes MLS to charge this credit card entered on the MLS owned website as noted in the Payment and License Fees section of this Agreement. SITE agrees this credit card may be debited for the full amount, at the execution of this agreement.
Any initial site license fee payment(s) made by SITE by check or PO shall be immediately remitted to MLS upon execution of this Agreement. In the event that MLS does not receive such payment(s) within fifteen (15) days of SITE's execution of this Agreement, SITE understands and agrees that this Agreement shall be deemed terminated, and shall be null and void.
Cancellation and Refund Policy
There is a strict no refund policy. If SITE must cancel on or prior to the Event Date SITE will forfeit any site license fee payments paid to MLS as part of this Agreement. MLS will, however, allow the payment made by SITE to be used as a credit toward future programming, if SITE would like to participate in events, at a later date.
All notices, requests, and other communications under this Agreement must be in writing, and must be submitted by email with request of a delivery receipt to SITE as noted in the opening section of the Agreement for the Primary contact or MLS as noted below. Either party may change its mailing address by notice as provided by this section.
Notices to MLS:
Military Leadership Simulcast
10945 State Bridge Rd, Suite 401 #275
Alpharetta, GA 30022
The parties are independent contractors. Nothing in this Agreement or in the activities contemplated by the parties hereunder shall be deemed to create any agency, partnership, employment or joint venture relationship between the parties.
Governing Law and Jurisdiction
This Agreement and the performance hereunder shall in all respects be governed by the substantive laws of the State of North Carolina, without regard to its conflicts of law rules. All disputes arising in connection with this Agreement shall be brought exclusively in the State Courts of North Carolina in, or the United States Federal Courts for, Buncombe County, North Carolina. Each party consents to the personal and subject matter jurisdiction of such courts for said purposes and waives any defense with respect to any such action based upon forum non conveniens or lack of personal or subject matter jurisdiction.
This Agreement is executed by a Simulcast Site representative on the MLS website. By selecting the box on the online checkout page, and completing payment, you agree to all terms and conditions in this Agreement.
Contracting Information for Government entities:
DUNS: 079929581 CAGE Code: 7FBU9