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TV Production & Airing Contract Terms & Conditions

This agreement is entered into between Academy Leader, Inc. / WHeeLz™ TV, located at 7143 State Road 54, Suite 141, New Port Richey, FL 34653 (also referred to as the “Agency” or “Company”) and Advertiser (“Client” or “You”), for Agency to produce and air over United States TV networks a 30-second videotaped commercial (referred to as the “Commercial,” “Production,” and/or “Tape”).

Agency's engagement shall relate to TV advertising production, media placement and related services for the Client.

The WHeeLz™ TV TV Production & Airing Contract Terms & Conditions should be read thoroughly as it explains Your rights and obligations regarding use of the WHeeLz™ TV Service and constitutes a binding agreement between You and the Agency. By accepting this Agreement, You shall be deemed a client of WHeeLz™ TV, and acknowledge and agree to be bound by and comply with all of these TV Production & Airing Contract Terms and Conditions (“Terms”), WHeeLz™ TV Privacy Policy, which may be viewed at , and WHeeLz™ TV “Advertising Policies and Guidelines,” which may be viewed at .

A. Procedure.

1. WHeeLz™ TV is a prepaid service. We will review the information supplied by Client via the WHeeLz™ TV website order form to become familiar with Your product or service and objectives. Agency may, at its discretion, call or e-mail client for additional information. After the commercial is completed, Agency will e-mail client a small QuickTime or Flash version for viewing. Client will review the text in the commercial, and check off and return our e-mail or web-based “Ok To Air” form. Changes are limited to typographic and contact information corrections. WHeeLz™ TV are custom made high-precision text-based commercials (see sample ads at ). As such, there are no refunds. Once a project is scheduled, the majority of our communication with You is via e-mail and/or fax. Projects where a client initiates or requires frequent telephone, e-mail or fax correspondence will be subject to additional billable time at a rate of $60/hour (USD). Production changes beyond one set of typographic or contact information changes will be subject to additional billable time at a rate of $60/hour (USD), with a 4 hour minimum. WHeeLz™ TV shall attempt to, and make every effort to, avoid additional charges payable by Client. Spanish language ads are subject to a one time additional fee of $99 to facilitate special handling.

2. Upon confirmation of payment of all WHeeLz™ TV fees (including nonrefundable reservation deposit applicable to total fee), WHeeLz™ TV will produce a custom-made, text-based TV ad solely for the purpose of display in Media Placements purchased from WHeeLz™ TV (see examples of text-based ads on ). The ad may contain logos, trademarks, slogans, jingles, or music supplied by Client (client-supplied content). Payment is considered made when payment in full has cleared the WHeeLz™ TV business bank account. Your license to use the ad is personal, nontransferable, non-sub-licensable and nonexclusive. You are not authorized to display Your WHeeLz™ TV ad in Media Placements not purchased from WHeeLz™ TV, or to use Your WHeeLz™ TV ad, or the content thereof (other than Advertiser Supplied Content), in any other manner whatsoever unless explicitly approved by WHeeLz™ TV in writing. Your license does not include the right to possession of copies or tapes of Your WHeeLz™ TV ad, unless provided contractually by WHeeLz™ TV on the WHeeLz™ TV Order Form. The WHeeLz™ TV ad and its web-based or e-mail versions (available via the WHeeLz™ TV Order Form on this web site), include a mark identifying it as having been created by WHeeLz™ TV and/or electronic coding for our internal tracking purposes.

3. Production Scheduling. WHeeLz™ TV are produced on a first-come, first-served basis. We have a very democratic system and do not prioritize based on size or dollar amount of account. Franchise Operations with Independent Franchisee production orders exceeding 50 custom-made ads and/or air time placements per week, please refer to our sister company for more information.

4. Specifications. Unless otherwise specified, all pertinent photography and opticals will be within the television safety margin of the videotape frame size so as to be visible to the television viewer. Production will be NTSC 525-Line Broadcast Standard. Delivery of one broadcast-ready tape or upload and one View Tape or upload to the TV network is included in the WHeeLz™ TV service.

5. Grant of Rights To Agency. The undersigned client also grants Agency the right incorporate images, clips and logos used on the client’s website and other material supplied by Client within the commercial and indemnifies and holds Agency harmless for their use. Agency will have the right, but not the obligation, to use the commercial in, or in connection with, the distribution, broadcast, cable-cast, promotion, publicity and/or webcast of the TV commercial, its derivatives and variations forever and throughout the world in any manner, for any purpose, and by any means whatsoever.

6. Submission of Client Supplied 30-Second Ads. You may submit Your own advertisements for delivery through the WHeeLz™ TV System. These Terms, including all representations and warranties, apply to any such submissions (i.e., they shall be treated as Advertiser Content). You shall be fully responsible for, and shall indemnify and hold WHeeLz™ TV harmless against, any claims and liabilities in connection with advertisements that You submit. Additional fees may be required in connection with submission of Your own advertisements, should they not meet industry content or technical standards.

7. Adherence to Policies and Procedures; Acceptance and Approval of Ads. Your use of the WHeeLz™ TV Service, or any other services offered by or through WHeeLz™ TV, will be subject to these Terms, WHeeLz™ TV Advertising Policies and Guidelines and WHeeLz™ TV Privacy Policy, as published on the WHeeLz™ TV website and as amended from time to time. All media programs, advertisements and Advertiser Supplied Content are subject to compliance with WHeeLz™ TV Advertising Policies and Guidelines and to WHeeLz™ TV approval, which WHeeLz™ TV may grant or withhold at its sole discretion.

B. Indemnities

1. You agree to indemnify and hold WHeeLz™ TV and its related companies, affiliates, officers, directors, shareholders, licensors, licensees, suppliers, content providers, employees and agents (collectively, the “Indemnities” or “Those Indemnified”) for any and all losses, damages, liabilities, claims, costs or expenses, including reasonable attorneys' fees, incurred directly or indirectly by Those Indemnified in connection with the use of the commercial for any unlawful, unauthorized or prohibited purpose. Advertiser shall indemnify and hold Agency harmless with respect to any claims, loss, suit, liability or judgment suffered by Agency, including reasonable attorneys’ fees and costs, based upon or related to any item prepared by Advertiser or at Advertiser's direction, including, but not limited to, any claim of libel, slander, piracy, plagiarism, invasion of privacy, or infringement of copyright or other intellectual property interest, including where any such claim arises out of material furnished by Advertiser and incorporated into any materials or advertisement prepared or placed by Agency. Information or data obtained by Agency from Advertiser to substantiate claims made in advertising shall be deemed to be “material furnished by Advertiser to Agency.”

2. In the event of any proceeding against You by any regulatory agency or in the event of any court action or self-regulatory action challenging any advertising prepared by Those Indemnified, You will reimburse Those Indemnified any out-of-pocket costs we may incur in connection with any such action or proceeding. In the event of any proceeding, litigation or suit against Agency by any regulatory agency or in the event of any court action or other proceeding challenging any advertising prepared by Agency, Advertiser shall assist in the preparation of the defense of such action or proceeding and cooperate with Agency and Agency’s attorneys at advertiser's expense.

3. You agree to indemnify and hold Those Indemnified harmless with respect to any death, personal injury or property damage claims or actions arising from the use of Your products or services. You will indemnify and hold Those Indemnified harmless with respect to any claims or actions instituted by third parties which result from the use by Those Indemnified of material and images furnished by You, including images from the client’s web site, brochures, CDs and other materials supplied by client. You are solely responsible for (i) the accuracy, non-deceptiveness, completeness, propriety, and substantiation of the WHeeLz™ TV and other advertising used by You to advertise Your business; (ii) all Advertiser Content; and (iii) any information, disclosures or requirements that are imposed upon You as a result of Your business activities by any governmental, regulatory or oversight agency, body, tribunal or proceeding. You agree to review and approve all materials prepared by WHeeLz™ TV or submitted by You to confirm that descriptions and representations, direct or implied, with respect to Your business, products, services, industry, and competitors, are accurate and supportable and that such descriptions and representations are in compliance with all legal and regulatory requirements, directives and guidelines. Because standards and practices are continually evolving and vary by medium and region, it is always Your sole responsibility to ensure that Your advertisement conforms with all applicable laws, rules and regulations. WHeeLz™ TV has the right to reject or require revisions to Advertiser Content for any reason whatsoever. WHeeLz™ TV shall not be responsible or liable for any ad’s compliance (including any ad supplied by Client) with federal, state and local laws, Federal Trade Commission and other governmental agency, television broadcast and other applicable rules, regulations and guidelines. Airing of Your ad in no way constitutes WHeeLz™ TV approval of Your ad, Your Advertiser Content, or Your use of the ad.

For required revisions, Agency, at its sole discretion, may deduct their customary hourly fee of $60/hour (with a 4-hour minimum) from total media purchase allocation. Client may choose to add funds to bring the remaining media purchase allocation up to the original media allocation.

4. You will indemnify and hold the Indemnities harmless from and against any and all losses, damages, liabilities, claims, demands, suits, expenses (including attorneys' fees and expenses) which any Indemnity may incur arising out of or relating to (i) Advertiser Supplied Content and/or display and use of a WHeeLz™ TV ad, including without limitation claims of infringement or misappropriation; (ii) claims that Your products or services are defective, injurious, or harmful (including, without limitation, any claim for bodily injury or death); (iii) claims that the manufacture, sale, distribution or use of any of Your products or services violates the rights of any third parties or that the advertising, publicity or promotion of Your products or services violates or encourages or induces the violation of the rights of any third parties; and (iv) claims predicated on a breach of these Terms by You.

C. Termination and Survival.

The term of this Agreement shall commence on the date of this agreement (as evidenced by the submission date of the WHeeLz™ TV Order Form) and shall continue in full force and effect until terminated by Agency or 7 years, whichever is less. Sections B. through D., I. through W., and X. will survive termination of the contract terms.

Notwithstanding anything to the contrary, upon notice to You, WHeeLz™ TV may immediately terminate Your right to use any advertisement and/or these Terms (i.e., its agreement with You) without cause and without liability.

D. Copyright & License

1. This is a non-exclusive, nontransferable seven year license agreement between You and Agency which is immediately cancelable by Agency should Client breach any payment or use agreement. The images contained on the completed commercial are proprietary and copyrighted. This copyright is protected under U.S. and International copyright law. Film, video, photographic and music libraries who have granted Agency special permission to include their respective material as part of the commercial, own and reserve all rights. Agency retains the copyright for the completed commercial. The commercial may not be altered, or incorporated into any other work. The commercial may not be transferred to third parties through the use of on-line services or networks excepting as those provided on the WHeeLz™ TV Order Form and as addressed in the Terms. You may not sell, sublicense, loan, give, or transfer any part of the commercial or a copy thereof to another person or company without permission of, or license by, the Agency. As between You and WHeeLz™ TV, except for Advertiser Supplied Content, all copyright and other intellectual property rights contained in or displayed through WHeeLz™ TV, and other material developed or provided by WHeeLz™ TV, including without limitation photography, library images, live images, product shots, templates, illustrations, animations scripts, story lines, sound tracks, narration, tag lines, and “look and feel,” is and will remain sole and exclusive property of Agency. No intellectual property rights in the WHeeLz™ TV or derivatives (such as Web or e-mail versions provided for on the WHeeLz™ TV Order Form) will be transferred to You, other than the limited license to use and display Your WHeeLz™ TV ad pursuant to these Terms. Except for any Advertiser Supplied Content, WHeeLz™ TV shall own exclusive rights in any and all derivative works created from Your WHeeLz™ TV ad. Advertiser Supplied Content will be and remain Your sole and exclusive property. You hereby grant to WHeeLz™ TV the worldwide, perpetual, nonterminable, sub-licensable, royalty-free right to use any and all Advertiser Supplied Content, including for WHeeLz™ TV marketing or promotional purposes.

2. Please note that when You order a WHeeLz™ TV ad and airings, You will be licensing the right to run that ad with the media as purchased via the WHeeLz™ TV system. The ad itself will at all times be owned by WHeeLz™ TV. Any images, music or text that You provide to us to assemble Your ad will be owned by You, and may be stored by WHeeLz™ TV on our website in Your account for WHeeLz™ TV or its affiliates to use in connection with Your future advertising campaigns. In regard to scheduling time on television, WHeeLz™ TV will attempt to secure the networks, days, and time slots directed to Your customer demographic. However, Media Placements are not guaranteed and will be subject to these terms and the terms and conditions imposed by Media Outlets, which typically allow the Media Outlets flexibility to adjust their schedules and to reject ads for any reason.

E. Airing, Refund, and Cancellation Policy.

Agency is in the business of providing advertising agency services for a fee. Advertiser desires to engage Agency to render, and Agency desires to render to Advertiser, certain advertising agency services, all as set forth.

In consideration of the mutual agreements and covenants herein contained the parties hereto agree as follows:

1. Engagement for Media Scheduling.

You authorize WHeeLz™ TV to act on Your behalf for the purpose of purchasing Media Placements and to represent itself to Media Outlets, when appropriate in Agency's sole discretion, as Your agent of record for the purpose of purchasing Media Placements in conjunction with the WHeeLz™ TV Service. Advertiser engages Agency to render, and Agency agrees to render to Advertiser, certain services in connection with Advertiser's planning, preparing and placing of advertising for certain of Advertiser's products as follows:

a. Analyze Advertiser's current and/or proposed products and services.

b. Submit, by phone, e-mail or fax, planned airing and start dates.

c. Order advertising space, time or other means to be used for publication of Advertiser's advertisements, at all times endeavoring to secure the most efficient and advantageous rates available.

d. Report to client that airings are taking, or have taken place as scheduled. Reporting on the fulfillment of Media Placement orders will be based on logs, affidavits or other reporting provided by the Media Outlet concerned. Reporting from Media Outlets may be inaccurate or delayed. Please note that networks are on broadcast months, not calendar months, and networks may report to our offices as many as 60 days or more after airings have occurred. WHeeLz™ TV will not be responsible for such inaccuracies or delays. Agency will examine and confirm Media Outlet’s report(s) and forward confirmation of airings to client via e-mail, fax, mail or phone. You acknowledge and agree that Agency examination, interpretation and reporting of information sourced from Media Outlet logs and reporting will be considered presumptively accurate and sufficient in the absence of demonstrable error.

e. WHeeLz™ TV will attempt to prevent any loss to You as a result of the failure of Media Outlets, suppliers or others to fulfill their commitments, but WHeeLz™ TV will not be liable for any such failure or any destruction or unauthorized use of Advertiser Content. Your purchase of a WHeeLz™ TV ad and airings will be subject to the Media Outlet terms under which the Media is purchased, and to the Media Outlet Rules and Policies, which include (a) the right of the Media Outlet to reject, pre-empt, change, or substitute Media Placements or programming; (b) deadlines for submission of material; (c) cancellations; (d) compliance with the Media Outlet's policies regarding approval of advertising content; (e) alternative performance (for instance, through make-goods), and other remedies; (f) limitations and exclusions of Your remedies; and (vii) indemnification for liabilities arising out of publication or distribution of the WHeeLz™ TV ad and Advertiser or Client Supplied Content and Client Supplied versions of an ad.

2. Compensation.

a. Agency is compensated by the television networks via the agency gross revenue discount. No additional commissions are levied against Advertiser specifically for the purchase of air time. Unless WHeeLz™ TV otherwise agrees in writing, You will pay all the WHeeLz™ TV fees, including any fees for additional services as indicated on the WHeeLz™ TV Order Form at the time that You place Your order. Cancellations of Your orders will be subject to the Media Outlet Rules and Policies, and to WHeeLz™ TV Cancellation Policy below.

b. Payment for WHeeLz™ TV Services will be made at the time the order is placed. The non-refundable reservation deposit may be paid by credit card or PayPal, and the balance may be paid via Bank Wire, Certified Check, company check or other means approved by WHeeLz™ TV. PayPal may store and use Your payment information (including credit card information) for processing payments.

F. Cancellation Policy.

Once WHeeLz™ TV places a media order on Your behalf, the order cannot be changed or canceled except as the terms and conditions of the media providers allow. Apart from the media provider’s terms, WHeeLz™ TV needs notice of a cancellation or change at least 14 days prior to the scheduled air date of Your spot. For change orders or air time cancellations received less than 14 days before the scheduled air date or during the airing of the media plan, You will be charged a $200 administrative fee from WHeeLz™ TV per cancellation in addition to the WHeeLz™ TV regular fee for services as ordered on the WHeeLz™ TV Online Order Form. For all cancellations, WHeeLz™ TV will work with the relevant media providers to accommodate Your air time cancellation request, but WHeeLz™ TV will not be obligated to secure any changes, or refund any portion of the media order. A minimum of two business weeks are required to stop airings in progress. Should the order be canceled or rejected for any reason, the Agency, at its own discretion, and in accordance with media provider’s terms, may refund Client the WHeeLz™ TV unused media placement fee for services less full traditional agency commissions, plus a $200 stop-order fee. Invoices based on orders not fully paid within 90 days of the original deposit will be cancelled without refund of the order deposit.

G. Preemption and Make-Goods.

All airings are immediately preemptible by the networks as is their policy. Make-goods are run during flight or are credited to the following month’s airings on that same network or as the policy of that network may specify. Agency reserves the right to adjust schedule or change networks on client’s behalf based on network rate and network availability.

H. Use of Media Information.

Media Information is confidential and proprietary information owned by WHeeLz™ TV and/or its suppliers. You are authorized to use the Media Information for Your own personal use in connection with the formulation and evaluation of Your Media Plan, so long as You are a WHeeLz™ TV customer. You may not convey any Media Information to any third party, or copy, publish, or distribute the Media Information in any manner.

I. Representations and Warranties.

You represent and warrant that:

1. You are over 18 years of age and have full right and power to enter into this Agreement. You further warrant that You will obtain and furnish to Agency prior to the delivery of the completed commercial, legal and effective written consents, if required by Agency, to insure the unlimited and unrestricted broadcast exhibition and use in any way or place worldwide of said commercial or any part thereof, without limitation, in any media and by any means now known or hereafter devised, for any and all purposes including trade, publicity and advertising without limitation as to time, products use or otherwise, by Client, Agency, exhibitors, or broadcasters.

2. You are not an agency, production company, media outlet, or an employee, agent or affiliate of a media outlet, television station, production company broadcaster, cable or satellite television system operator.

3. You are purchasing Media Placements for Your own use and not for resale.

4. You have full rights to broadcast the Advertiser Supplied Content submitted by You to WHeeLz™ TV.

5. You are authorized and licensed to use the names and pictures of any persons or objects depicted in the Advertiser Supplied Content.

6. You are authorized and licensed to use any testimonials contained in the Advertiser Supplied Content.

7. You are the owner of any trademarks, service marks, copyrighted material and other proprietary rights embodied or displayed in the Advertiser Supplied Content.

8. You have documentary substantiation for all claims made in Your Advertiser Supplied Content and custom-made WHeeLz™ TV ad.

9. The Advertiser Supplied Content submitted by You, and Your use of a custom-made WHeeLz™ TV ad, is truthful and not misrepresentative or misleading.

10. You have the right to broadcast the WHeeLz™ TV ad, as custom-made with Your Advertiser Supplied Content, and the broadcasting of such ad will not violate any law, rule, or regulation of a federal, state, or local governmental agency or self regulatory organization or association, or any other provision of applicable law.

11. The Advertiser Supplied Content submitted by You, and Your use of a custom-made WHeeLz™ TV ad, will not plagiarize, be libelous, defamatory, harmful, threatening, abusive, harassing, vulgar, hateful, racially, ethnically or otherwise objectionable. Advertiser Supplied Content and claims shall also conform to FTC and FCC standards concerning such issues.

12. The Advertiser Supplied Content submitted by You, and Your use of a custom-made WHeeLz™ TV ad, will not invade the privacy rights of any third party, or otherwise infringe upon or violate the rights or property interests of any third party.

13. The Advertiser Supplied Content submitted by You shall not contain any computer viruses, worms, booby traps, time bombs, or other programming that interferes with the normal functioning of the WHeeLz™ TV website, WHeeLz™ TV data or WHeeLz™ TV Services.

14. You will not use any part of any WHeeLz™ TV ad outside the WHeeLz™ TV Service, and that You will not (and will not assist any third party to) create any ad similar to, based upon or inspired by any WHeeLz™ TV ad for use outside the WHeeLz™ TV Service.

J. Taxes.

All charges for the WHeeLz™ TV Service and Media Placements are exclusive of all national, state, municipal or other governmental excise, sales, value-added, use, personal property, and occupational taxes, excises, national or international withholding taxes and obligations and other levies now in force or enacted in the future, all of which You will be responsible for and will pay in full. You agree to pay or reimburse WHeeLz™ TV for any taxes that are levied on the transactions hereunder, exclusive of taxes on Agency’s net income. Any such payments or reimbursements of amounts due WHeeLz™ TV will be due and payable per invoice to Client. Upon Your written request, WHeeLz™ TV agrees to provide You with reasonable documentation to support invoiced amounts applied to taxes.

K. Disclaimer.

WHeeLz™ TV and its related companies, affiliates, officers, directors, shareholders, licensors, licensees, employees, suppliers, distributors, content providers and agents disclaim any and all warranties, express, implied and statutory regarding the WHeeLz™ TV and WHeeLz™ TV services, storage of Advertiser Content, and any deliverables included in such WHeeLz™ TV and WHeeLz™ TV services, including any warranties of merchantability, fitness for a particular purpose, title and non-infringement. there is no warranty that the WHeeLz™ TV or WHeeLz™ TV services will be error free, will be on time, will operate without interruption or will fulfill Your particular purposes or needs. WHeeLz™ TV makes no warranty as to storage of Advertiser Content and shall not be responsible for any loss of or damage to Advertiser Content. To the extent that WHeeLz™ TV cannot disclaim any such warranty as a matter of applicable law, the scope and duration of such warranty will be the minimum permitted under such law.

L. Limited Liability.

In no event will WHeeLz™ TV or its related companies, affiliates, officers, directors, shareholders, licensors, licensees, employees, distributors, suppliers, content providers and agents be liable for special, indirect, incidental, consequential, punitive or exemplary damages including, without limitation, lost profits or business or damages arising (whether in contract, tort, strict liability or otherwise) out of the these terms, WHeeLz™ TV (including Client Supplied Content or ad versions), Media Placements (including missed Media Placements) or WHeeLz™ TV services, even if You have been advised of the possibility of such loss or damage. WHeeLz™ TV and its related companies, affiliates, officers, directors, shareholders, licensors, licensees, employees, suppliers, and agents aggregate liability for any other types of damages will be limited to cumulative amounts actually paid by You to WHeeLz™ TV under these terms in connection with the particular WHeeLz™ TV or WHeeLz™ TV services that are the basis for such liability.

M. Failure Of Suppliers/Force Majeure.

WHeeLz™ TV will use commercially reasonable efforts to attempt to guard against or limit any loss to You as the result of the failure of Media Outlets and other suppliers to properly execute their commitments, but WHeeLz™ TV will not be responsible or liable for any such failure. In addition, neither party shall be deemed in default of these Terms to the extent that performance of its obligations (other than Your payment obligations) or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, acts of war or terrorism, shortage of materials or supplies, failure of transportation or communications or of suppliers of goods or services, or any other cause beyond the reasonable control of such party.

N. Severability.

If any term, condition, or provision in these Terms is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in these Terms. If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.

O. Privacy Policy.

WHeeLz™ TV Privacy Policy applies to use of WHeeLz™ TV website and WHeeLz™ TV Services, and its terms are made a part of these Terms by this reference. You may see WHeeLz™ TV Privacy Policy by clicking here. . Additionally, by using the WHeeLz™ TV website and WHeeLz™ TV Services, You acknowledge and agree that Internet transmissions are never completely private or secure, and that any message or information You send to WHeeLz™ TV may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information or services such as PayPal) are encrypted.

P. Arbitration of Disputes

The sole remedy for the resolution of disputes between the parties to this agreement shall be arbitration before one arbitrator, in accordance with the customary Commercial Arbitration Rules of the state of Florida, such arbitration to be held in the County of Pasco, State of Florida. The arbitrator's award will be final and non-appealable, and judgment may be sought thereon in any court with jurisdiction. In the event that arbitration is necessary, the prevailing party shall have its costs associated with the arbitration, including its reasonable attorneys' fees, paid by the other party.

Q. Injunctive Relief.

You acknowledge and agree that compensatory damages are an adequate and complete remedy for a breach of these Terms by WHeeLz™ TV, and that You will in no event seek or be entitled to receive injunctive or any other form of equitable relief as a remedy for any such breach. The preceding sentence notwithstanding, nothing herein shall restrict Agency's right to seek injunctive relief.

R. Assignment.

You may not assign Your rights and obligations under these Terms without Agency's written consent. WHeeLz™ TV may assign its rights and obligations under these Terms.

S. Late Charges; Attorneys’ Fees.

Any amounts not paid within 30 days of the date due will bear a monthly finance charge equal to the lesser of 1.5% of the outstanding balance or the maximum amount allowed by law. In any action to collect on an unpaid balance, WHeeLz™ TV will be entitled to recover its attorneys' fees and costs.

T. Amendment Waiver.

These Terms may be amended unilaterally by WHeeLz™ TV. An amendment will become effective upon the date that WHeeLz™ TV posts the amended Terms on WHeeLz™ TV website, or upon the giving of written notice to You by mail or by e-mail. Except as provided in the preceding sentence, these Terms may not be amended except in a writing signed by both parties. Any waiver of the provisions of these Terms or of a party's rights or remedies under these Terms must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of these Terms or its rights or remedies at any time, will not be construed as a waiver of such party's rights under these Terms and will not in any way affect the validity of the whole or any part of these Terms or prejudice such party's right to take subsequent action. No exercise or enforcement by either party of any right or remedy under these Terms will preclude the enforcement by such party of any other right or remedy under these Terms or that such party is entitled by law to enforce.

U. Agreement Evidenced by Electronic Click or Signature.

The parties intend to enter into these Terms through an Internet transaction conducted through the WHeeLz™ TV website. Accordingly, You agree that Your consent to the terms of these Terms will be evidenced by Your click on the checkbox entitled “I AGREE,” as presented on WHeeLz™ TV website and recorded on WHeeLz™ TV business records kept in the ordinary course of business. You represent that You are authorized to act on behalf of the party listed on the account, and have the authority to enter into these Terms on behalf of such party.

V. Governing Law

This agreement shall be interpreted in accordance with the laws of the State of Florida. Venue for any action arising under the terms of this agreement shall lie exclusively in Pasco County, Florida. In any action to enforce the terms of this agreement, the prevailing party shall be entitled to recover their reasonable attorneys’ fees and costs including, without limitation, fees and costs for arbitration, confirming or enforcing any arbitration award, appeal (whether of a final or a non-final order or judgment) and fees and costs for collecting on any judgment.

If the above accords with Your understanding and agreement, kindly indicate Your consent hereto by clicking on the checkbox entitled “I AGREE,” in the place provided on the WHeeLz™ TV Order Form.

W. Final Agreement.

This Agreement constitutes the entire understanding of the parties and terminates and supersedes all prior written and oral agreements or communications with respect to the subject matter of this Agreement. This Agreement may be modified only by a further writing that is duly executed by both parties.

X. Definitions.

1. Advertiser Supplied Content (Client Supplied Ad): (a) The logos, trademarks, images, music, text, video and other additions provided by You, (b) the entire content of an advertisement that You provide to WHeeLz™ TV for display through a Media Schedule prepared by WHeeLz™ TV.

2. Affiliates: Advertising agencies, production houses, or individuals that provide television production services or materials to advertisers.

3. Advertiser, Client, or “You”: Persons or companies who purchase an ad and air time through WHeeLz™ TV or who otherwise use the WHeeLz™ TV website or WHeeLz™ TV service.

4. WHeeLz™ TV ad: A custom-made TV advertisement bundled with air time purchased through the WHeeLz™ TV Service.

5. WHeeLz™ TV Service: The services described in Section 2 above and elsewhere, pertaining to TV commercial production and air time placement.

6. Market: The geographic area in which advertisements will be run, as determined at the sole discretion of WHeeLz™ TV.

7. Media Information: Quantitative and qualitative data and other information concerning programming, schedules, and audiences of various Media Outlets as well as similar information of interest to advertisers contemplating buying WHeeLz™ TV services.

8. Media Outlets: Companies that distribute programming over television, radio, the Internet, or other media platforms, or which sell Media Placements for the purpose of distributing or publishing advertising messages.

9. Media Placement: Subject to Media Outlet’s terms, conditions and rules, the right to display or distribute advertisements over various media, including but not limited to cable, satellite, radio, print, outdoor, broadcast television, and the Internet.

10. Media Schedule: A schedule of Media Placements for a particular Advertiser which may be defined by specific time periods, Media Outlets and Markets.

Version WTV-1.1 Revised 14 June 2008

Copyright 2008-2011 WHeeLz™ TV™ a Service of Academy Leader, Inc.