Broadcast Interactive Media, L.L.C. Terms of Service Agreement for TitanTools

1. Services and Conditions of Use. Welcome to Broadcast Interactive Media, L.L.C.’s (“Broadcast Interactive”) Internet site TitanTools (the "Site"). The Site includes services that Broadcast Interactive may decide to offer, subject to the terms of this Agreement. You agree and continue to agree to use Broadcast Interactive’s services in a manner consistent with all applicable laws and regulations and in accordance with the terms and conditions set out in the policies and guidelines outlined below. If you do not agree to these terms please do not use the Site. Upon notice published through the Site, Broadcast Interactive may modify this Agreement at any time. Please note that you will be referred to as "Customer" from time to time in this Agreement.

2. Subscriptions and Billing. Some services offered on the Site are subscription-based services. If you open a subscription based account, you hereby agree to pay all charges to your account, including applicable taxes, in accordance with billing terms in effect at the time the fee or charge becomes payable. Broadcast Interactive reserves the right to change the amount of, or basis for determining, any fees or charges for services we provide, and to institute new fees, charges or terms effective upon prior notice to customers. We reserve the right to terminate any account at any time for any reason.

3. Non-Transferability. Broadcast Interactive grants to Customer a personal, non-exclusive, non-assignable and non-transferable license to access and display the Site on any machine(s) of which Customer is the primary User. Customer acknowledges that Customer may not sublicense, transfer, sell or assign this license. Any attempt to sublicense, transfer, sell or assign the license is void.

4. Limitation Of Liability And Warranty. CUSTOMER AGREES THAT USE OF THE SITE IS ENTIRELY AT CUSTOMER'S OWN RISK. THE MATERIALS IN THIS SITE ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY FOR INFORMATION, SERVICES, UNINTERRUPTED ACCESS, OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE SITE, INCLUDING WITHOUT LIMITATION THE RESULTS OBTAINED THROUGH THE SITE. SPECIFICALLY, BROADCAST INTERACTIVE DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION: 1) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY OR CONTENT OF INFORMATION, PRODUCTS OR SERVICES; AND 2) ANY WARRANTIES OF TITLE OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.

NEITHER BROADCAST INTERACTIVE NOR ANY OF ITS AGENTS, AFFILIATES OR CONTENT PROVIDERS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF THE SERVICE OR INABILITY TO GAIN ACCESS TO OR USE THE SERVICE OR OUT OF ANY BREACH OF ANY WARRANTY. CUSTOMER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE SITE.

5. Signal Strength Prediction. Broadcast Interactive’s sites incorporate the Individual Location Longley-Rice (ILLR) algorithm for predicting television station signal strength, as outlined in FCC Report and Order effective July 2, 2002 (OET Bulletin Number 72). While this algorithm is FCC mandated and generally considered to be an accurate predictor of signal propagation, Broadcast Interactive does not warrant or make any representations of any kind as to actual measured signal strength at a given location.

6. Trademarks. All materials contained on the Site, are the copyrighted property of Broadcast Interactive or its subsidiaries or affiliated companies and/or third party licensors. TitanTV® and Proximity® are registered trademarks of Broadcast Interactive. WaiverTV.com and ProximityTV.com are registered domain names of Broadcast Interactive. All other trademarks appearing on the Site are trademarks of their respective owners.

7. Copyright Materials. The Service contains materials that are protected by international copyright and trademark laws. None of the materials (including but not limited to text, images, audio and/or video) may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way. Use or distribution of the materials without the express written consent of Broadcast Interactive is strictly prohibited.

8. Notice. Broadcast Interactive may give notice to Customers by means of a general notice on the Service, electronic mail to Customer's e-mail address on record in Broadcast Interactive's account information, or by written communication sent by first class mail to a Customer's address on record in Broadcast Interactive's account information. You may give notice to Broadcast Interactive (such notice shall be deemed given when received by Broadcast Interactive) at any time by any of the following:

9. Indemnification. Customer shall indemnify and hold harmless Broadcast Interactive, its affiliates, assigns, respective directors, officers, agents and employees, from and against any expense, loss, claim, judgment, fine, penalty, liability, damage, action, or cause of action (including reasonable attorney’s fees and court costs) arising from any dispute related to (a) any breach by Customer of its obligations under this Agreement, (b) any act or omission that, if true, would be a breach by Customer of its obligations under this Agreement, or (c) any negligent, reckless, or willful act by Customer.

10. Termination Of Service. User may terminate this Agreement and User's right to use the Site by contacting Broadcast Interactive. Broadcast Interactive may terminate your account or access rights to this Site at any time, without notice, for conduct that Broadcast Interactive believes violates this Agreement or other policies or guidelines that Broadcast Interactive has posted on the Site. Broadcast Interactive may terminate your account or access rights to this Site for online conduct that Broadcast Interactive believes is harmful to other customers, to Broadcast Interactive's business, or to other information providers.

11. Choice Of Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Wisconsin, without regard to its conflict of law rules. Customer and Broadcast Interactive hereby consent to the exclusive jurisdiction of the state and federal courts located in Dane County, Wisconsin.

Last Updated: 3/05/2010