1. These Terms and Conditions, and each of them are hereby incorporated by reference into the Closed-Circuit Television Sublicense Agreements (“CCTSA”) executed between you, our customers and Sublicensee, and our company G & G Closed Circuit Events, the Sublicensor. As a Sublicensee your execution of the CCTSA constitutes a review, understanding, approval, and assent to each and every term and condition set forth above and below as well as the CCTSAs themselves. No changes to these Terms and Conditions or to the CCTSA are authorized by Sublicensor unless approved in advance and in writing by the Sublicensor and Sublicensee and thereafter attached as an addendums to the CCTSA.
  2. Pursuant to Closed-Circuit Television Agreements (or the like), Promoters (“PR”) have granted Sublicensor certain limited rights to license the closed-circuit television broadcast of events, to non-residential exhibitors in the Sublicensor’s territories.
  3. (a) The agreement between G&G Closed Circuit Events, LLC (“G&G”) and PR prohibits any assignment or sublicense of Sublicensor’s rights without the prior written approval of PR, generally. In turn, G&G also prohibits any assignment or sublicense of Sublicensor’s rights without the prior written approval of G&G, specifically. (b) All payments and documents required to be delivered by Sublicensee under the CCTSA shall be delivered to Sublicensor as specified below.
  4. (a) In consideration for the covenants of Sublicensee contained herein, Sublicensor hereby grants and assigns to Sublicensee, and Sublicensee accepts, the limited right and sublicense to exhibit solely within their specified establishments, the live simultaneous telecast of the events (as specifically described in the CCTSA). Sublicensee expressly acknowledges Sublicensor is not granting Sublicensee the right to replay, rebroadcast, or exhibit the events on the delayed basis and/or exhibit the events at any other establishments other than the establishment address Sublicensee has specified on each CCTSA, and which Sublicensor has agreed to sublicense for exhibition of the events.
  5. If Sublicensees are providing events on a complimentary basis or free of charge to its patrons, Sublicensee may not use the word “free” or make any implication that there will be no admission charge in any sort of advertisement or announcement of any type, or in any medium whatsoever. Sublicensee expressly acknowledges that Sublicensor may rescind the CCTSA and retain any sublicense fees remitted based on any violation of this material condition of the CCTSA by Sublicensee and/or its agents and/or employees.
  6. Sublicensee shall immediately notify Sublicensor of any known or suspected piracy (i.e., unauthorized exhibitions of the events in close proximity to Sublicensee’s establishment. Sublicensee recognizes that it shall have no rights to commence or settle any claim or litigation regarding the piracy of the events as all such rights are expressly and exclusively reserved by Sublicensor and PR.
  7. Sublicensee hereby agrees to reimburse Sublicensor for any and all miscellaneous charges incurred by Sublicensor regarding the processing of Sublicensee’s payment to Sublicensor of sublicensing fees. Such miscellaneous charges include, but are not limited to, bank charges, returned checks, charges and fees from credit card processing companies for credit card charge-backs, and any and all state, local, or federal taxes that may be assessed to Sublicensor’s sublicensing of the events to Sublicensee. Sublicensee hereby agrees to reimburse Sublicensor within ten (10) calendar days following service upon Sublicensee of Sublicensor’s written demand for reimbursement of said fees and charges.
  8. Sublicensee expressly agrees to keep the terms and conditions of each CCTSA confidential, including but not limited to the sublicense fees paid Sublicensor by Sublicensee. Sublicensee shall not disclose such terms and conditions to any third party without obtaining Sublicensor’s prior written consent; provided however, that this agreement may be disclosed on a need-toknow basis to Sublicensee’s attorneys and accountants who agree to be bound by this confidentiality provision or by court order or subpoena. Sublicensee hereby consents to Sublicensor’s disclosure of information of a financial nature in this agreement to PR, PR’s auditors and attorneys, Sublicensor’s own auditors and attorneys, and to financial institutions Sublicensor and PR may utilize in the ordinary course of business. Sublicensee expressly acknowledges that Sublicensor may rescind this agreement and retain any sublicense fees remitted based on any violation of this material condition of this agreement by Sublicensee and/or its agents and/or employees.
  9. Sublicensee expressly acknowledges that it bears the exclusive responsibility to ensure Sublicensee’s establishment receives broadcast signal of the events from Sublicensee’s programming provider. Sublicensor’s only responsibility with regard to delivery of broadcast signal of the events to Sublicensee’s establishment is to confirm that Sublicensee’s establishment is duly sublicensed to exhibit the events. With regard to certain programming providers (i.e., DirecTv), Sublicensor will endeavor using best and reasonable efforts to notify the programming provider in advance of the events’ broadcasts that Sublicensee’s establishment was duly sublicensed to exhibit the events, however, Sublicensor does not warrant that it can or will do so, and Sublicensee expressly acknowledges that it will assume the responsibility to notify its programming provider that it properly sublicensed events from Sublicensor and to further request that programming provider submit a request in writing (by facsimile or electronic mail) to Sublicensor requesting written confirmation of same. Sublicensee further warrants that it will communicate in advance of the events to confirm the numbers to its programming account and equipment are accurate and consistent with the numbers it may have provided Page 2 of 2 Sublicensor previously. Sublicensee expressly agrees to notify Sublicensor in writing of any changes to such numbers so Sublicensor’s recordkeeping regarding the sublicensing of the events is current and accurate. Sublicensee acknowledges that programming providers retain specific rights concerning their subscribers, including but not limited to the right to withhold or delay the delivery of broadcast signal when a Sublicensee’s account is not in good standing (as a result of a past due balance, paperwork not on file, or some other reason). Sublicensee expressly acknowledges that Sublicensor is not responsible to Sublicensee in such instances, as it does not guarantee the timely delivery of signal of the events under any circumstances. Sublicensee further acknowledges any sublicense and/or activation fees remitted to Sublicensor are non-refundable in whole or in part. Sublicensor acknowledges that Sublicensee may receive signal to the events on its own (provided appropriate sublicense fees to the events are paid to the Sublicensor), however, Sublicensee bears exclusive responsibility to ensure its receipt of signal is lawful and Sublicensee bears exclusive responsibility for damages, attorneys’ fees and costs regarding any claims or demands alleging otherwise from any third parties.
  10. Sublicensee expressly acknowledges that it has limited remedies available to it from Sublicensor as a result of a material breach of any term or condition of the CCTSA by Sublicensor. As set forth above, Sublicensor bears no responsibility to ensure timely delivery of signal of the events to Sublicensee. If signal delay, interruption, or non-transmission of the events should occur, Sublicensor bears no liability to Sublicensee as a result of same and Sublicensee expressly warrants not to present any claim for damages, attorneys’ fees, costs, or loss against Sublicensor if signal delay, interruption, or non-transmission of the events should occur. Sublicensee further acknowledges that it shall have no claim for consequential damages, special damages, compensatory damages, punitive damages, actual damages, any other form of damages, attorneys’ fees, or costs should there be any delay, interruption, non-transmission, cancellation, postponement, or substitution of fighters’ concerning the event or for any other reason whatsoever. If Sublicensor breaches its obligation to properly sublicense Sublicensee’s establishment as required under these Terms and Conditions, Sublicensee’s exclusive remedy shall be a refund of any sublicense and activation fees Sublicensee remitted to Sublicensor to sublicense the events (less any applicable miscellaneous charges that may be applicable pursuant to Paragraph 10 of these Terms and Conditions). Notwithstanding this provision, Sublicensee acknowledges Sublicensors’ rights to seek attorneys’ fees and costs to enforce the CCTSA (or any part thereof) as a result of Sublicensee’s breach of the CCTSA and/or these Terms and Conditions.
  11. The sublicense agreements (CCTSA) shall not become effective unless and until Sublicensee has executed a CCTSA and returned one executed copy of the CCTSA to Sublicensor. All contracts, correspondence and communications to G&G shall be sent to G&G Closed Circuit Events, LLC, 2925 Green Valley Parkway, Suite D, Henderson, NV 89014. Sublicensee further agrees to indemnify and hold G&G harmless for any claims, lawsuits, or proceedings that allege that G&G interfered in any manner with the rights of any agent or representative of Sublicensee arising from Sublicensee and G&G entering into any CCTSA