SLICE WIRELESS SOLUTIONS EVENT SERVICE AGREEMENT

These Terms and Conditions ( the "Agreement") apply to any “Services” (as defi­ned in each applicable Service Agreement) that you (“You”) receive from Slice Wireless Solutions, Inc. ("Slice") or its representatives, affiliates, subsidiaries, successors, or assignees (collectively, "Slice"). The Services are provided pursuant to the Service Agreement(s) and apply to all Services provided by Slice (whether offered on a stand-alone basis or as part of an integrated package). In the event of a conflict between the terms of this Agreement and any applicable Service Agreement, the terms of this Agreement shall apply.

1. Payment Policy. Customer agrees to pay all Service fees, incidental charges (including, without limitation, charges associated with installation, expedites, moves, adds, changes, deletions and cancellations), federal, state and local taxes, surcharges, and other charges incurred on or through your account, including, without limitation, charges specified on the Service Agreement and any equipment purchases made through your account. To guarantee the pricing set forth in any applicable Service Agreement, all payments must be made at least 5-days prior to the installation date specifi­ed in the Service Agreement. Any payments received by Slice within the 5-day period prior the specifi­ed installation date are subject to an additional charge of up to 50% of the quote total, as determined by Slice in its sole discretion. Slice is not responsible for any delays that impede your ability to use the installed Service. Slice may charge additional fees for changes made by you to orders after the Service Agreement is signed by you, but before the Service is installed. All payments hereunder to Slice shall be due upon your receipt of Slice's invoice, unless otherwise stated in the Service Agreement. For your convenience, payments can be made by check, bank transfer, or credit card (Visa, MasterCard, or American Express); provided, however, that all credit card payments are subject to a processing fee of the amount charged. Unpaid balances will accrue interest at a rate of 2% per month.

2. Term. The term specifi­ed on the applicable Service Agreement shall commence on the date of installation. Notwithstanding the foregoing, this Agreement shall become effective on the date it is accepted by Slice and shall remain in effect until the end of the term set forth in the Service Agreement for each of the Services.

3. Acceptable Use. You agree not to use or allow the use of the Service to in any way transmit or post material that:
(a) Is prohibited by any law or regulation, or facilitates or encourages the violation of any law or regulation;
(b) Disrupts third parties' use or enjoyment of any Services;
(c) Invades the privacy of third parties, or violates the intellectual property rights or other rights of Slice or any third party;
(d) Is abusive, profane, libelous, slanderous, obscene, threatening, misleading, harassing, discriminatory or otherwise harmful or objectionable;
(e) Involves the transmission or propagation of any virus, worm or other harmful or disruptive component;
(f ) Violates or tampers with the security of any computer equipment, network, or program;
(g) Constitutes, facilitates, or encourages unsolicited commercial email or "spam;”
(h) Violates any other use requirement of which Slice may notify you from time to time or that is contained in any acceptable use policy posted onwww.sliceitup.net.

This Agreement together with the actual removal of material or denial of access to material by Slice is deemed notice to you within the meaning of the Digital Millennium Copyright Act, and is designed for Customers with normal usage characteristics.

4. Limitations. Your Service may have certain storage space and bandwidth utilization limitations. You agree that Slice may measure your storage space and bandwidth usage and in other ways enforce such limitations.

5. Protection of Systems or Business. You agree that Slice may also monitor the use of the Service and such use or other information related to your account, including, without limitation, the identity of the IP address owner or the usage records generated by the customer, as Slice deems reasonably necessary to maintain, repair, and protect its systems or business. Slice may disclose such information when ordered by subpoena, court order, or governmental agency.

6. Privacy Notice and Submissions. Your privacy interests, including your ability to limit disclosure of certain information to third parties, may be addressed by certain Federal and state laws and regulations.  Your personally identifiable information that may be collected, used or disclosed in accordance with applicable laws.  In addition to the foregoing, you hereby acknowledge and agree that Slice may use and disclose your personally identifiable information in any manner consistent with any applicable laws or regulations.  In addition, Slice shall have the right (except where prohibited by law), but not the obligation, to disclose any information to protect its rights, property and/or operations, or where circumstances suggest that individual or public safety is in peril.

7. Disclaimer of Warranties, Limitation of Liability and Remedies.

(a) YOU EXPRESSLY AGREE THAT THE SERVICES, INCLUDING ANY ASSOCIATED INSTALLATION, MAINTENANCE, OR REPAIR AND ANY ASSOCIATED EQUIPMENT OR SOFTWARE, IS PROVIDED TO YOU ON AN "AS IS," AS AVAILABLE" BASIS WITHOUT WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE, ALL SUCH WARRANTIES BEING EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SLICE SPECIFICALLY DOES NOT WARRANT (A) THAT THE SERVICES INCLUDING WILL BE (1) UNINTERRUPTED AND CONTINUOUS, (2) ERROR OR VIRUS FREE AND SECURE FROM THIRD PARTY INTRUSIONS, AND (3) COMPATIBLE WITH YOUR EQUIPMENT; (B) THAT YOUR SERVICES WILL BE AVAILABLE FOR THE TERM OF YOUR SERVICE AGREEMENT OR WILL CONTINUE TO BE AVAILABLE; AND (C) THAT SLICE WILL CONTINUE TO HAVE ALL NECESSARY ACCESS RIGHTS TO YOUR BUILDING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SLICE ALSO DOES NOT WARRANT ANY SERVICE, EQUIPMENT, OR SOFTWARE PROVIDED BY A THIRD PARTY FOR WHICH SLICE IS A RESELLER OR SALES AGENT.

(b) SLICE SHALL NOT HAVE ANY LIABILITY FOR INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES SUFFERED BY YOU OR ANY OTHER PARTY, REGARDLESS OF WHETHER OR NOT YOU OR SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL SLICE’S LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE TOTAL SERVICE FEES PAID TO SLICE BY YOU UNDER THE APPLICABLE SERVICE AGREEMENT.

(c) THE DISCLAIMERS OF WARRANTY, LIMITATIONS OF LIABILITY AND REMEDIES SET FORTH IN THIS SECTION ALSO APPLY TO SLICE SUPPLIERS AND SUBCONTRACTORS. THE REMEDIES SET FORTH IN THIS SECTION ARE THE MAXIMUM FOR WHICH SLICE AND ITS SUPPLIERS AND SUBCONTRACTORS ARE COLLECTIVELY RESPONSIBLE. UNDER NO CIRCUMSTANCES SHALL SLICE OR ITS SUPPLIERS OR SUBCONTRACTORS BE LIABLE FOR LOSS OF PROFITS, LOSS OR INACCURACY OF DATA, OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF SLICE OR ITS SUPPLIERS OR SUBCONTRACTORS HAVE BEEN ADVISED OF THEIR POSSIBILITY. CUSTOMER COVENANTS NOT TO SUE OR OTHERWISE MAKE A CLAIM AGAINST SLICE’S SUPPLIERS OR SUBCONTRACTORS FOR ANY ALLEGED OR ACTUAL FAILURE, DELAY, OR NONPERFORMANCE OF THE SERVICE. CUSTOMER AGREES THAT SLICE’S SUPPLIERS AND SUBCONTRACTORS ARE INTENDED THIRD PARTY BENEFICIARIES OF THE PROVISIONS CONTAINED IN THIS SECTION AND SHALL BE ENTITLED TO ENFORCE THE PROVISIONS OF THIS PARAGRAPH IN ANY ACTION BROUGHT AGAINST THEM.

(d) YOU UNDERSTAND AND ACKNOWLEDGE THAT (i) ELECTRONICALLY STORED DATA IS HIGHLY SENSITIVE AND SUBJECT TO UNFORESEEN LOSS DUE TO A VARIETY OF CAUSES; (ii) THAT THE PROPER OPERATION OF ANY COMPUTER SYSTEM INCLUDES THE MAKING OF REGULAR BACKUPS; AND (iii) THAT SLICE SHALL NOT BE LIABLE FOR ANY LOSS OF DATA IN CONNECTION WITH THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY RELATED INSTALLATION OR REPAIR ACTIVITY. SLICE ASSUMES NO LIABILITY WHERE ANY CLAIM ARISES OUT OF CUSTOMER BEING PROVIDED WITH IP ADDRESSES OTHER THAN THE ONE(S) REQUESTED BY YOU.

(e) YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE, NONPERFORMANCE, OR UNAVAILABILITY OF THE SERVICE SHALL BE FOR SLICE TO USE COMMERCIALLY REASONABLE EFFORTS TO REPAIR OR RESTORE THE SERVICE, OR FOR YOU TO TERMINATE THIS AGREEMENT ACCORDING TO ITS TERMS.

8. Indemni­fication. You agree, at your own expense, to defend, indemnify, and hold harmless Slice, its a­ffiliates, suppliers, subcontractors, and representatives from and against any and all claims or liabilities including, without limitation, court costs and reasonable attorneys' fees, arising from or relating to the use of the Service by you or someone using your account (whether authorized or unauthorized) or any violation of this Agreement or applicable law, including, without limitation, any claims against Slice relating to the content on, or goods or services provided through, the Service, such as defamation claims, copyright claims, privacy claims, obscenity claims, etc.

9. Independent Contractor Status. Each party hereto is acting as an independent contractor and not as an agent, partner, employer, employee, or joint venture partner of the other. 

10. Force Majeure. The failure of Slice to perform any obligation shall be excused as a result of any governmental actions of any kind, wars, strikes, fires, floods, acts of God, and telecommunications failures that prevent Slice from delivering service. In the event of a force majeure situation, Slice will make best efforts to restore service to you.

11. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to its confl­ict-of-laws principles. Prior to submitting any formal complaints to governmental/regulatory/trade agencies and prior to commencing any lawsuit against Slice, you must notify Slice of your grievances and engage Slice in a good faith negotiation towards resolution. Any action to enforce this Agreement shall be brought exclusively in the New York State Courts located in the Borough of Manhattan or in the United States District Court for the Southern District of New York.

12. Amendment. No amendment or modification of this Agreement shall be valid or binding upon the parties unless in writing and signed by each party.

13. Headings. All headings are for the convenience of the parties only and shall be given no legal effect.

14. Waiver. No failure or delay on the part of Slice in the exercise of any right or privilege hereunder shall operate as a waiver thereof or of the exercise of any other right or privilege hereunder, nor shall any single or partial exercise of any such right or privilege preclude other or further exercise thereof or of any other right or privilege.

15. Entire Agreement. This Agreement, including any associated Service Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings or agreements, whether oral or written.

16. Severability. If any provision of this Agreement is held to be ineffective, unenforceable, or illegal for any reason, such decision shall not affect the validity or enforceability of any or all of the remaining portions thereof.

17. Notice. Any notice to be given hereunder by you to Slice shall be in writing against receipt, or certified mail return receipt and shall be addressed to Slice at the following address: 347 West 36th Street, Suite 604. New York, NY 10018. Notice will be deemed to have been given on the day received, in the case of personal delivery and the third day from posting in the case of other allowable delivery methods. Notices to you shall be sent to the Company address supplied by Customer. The signatory below represent and warrants his or her authority to execute, deliver and perform this Agreement on behalf of the Company named below. Slice shall be entitled Slice to rely on any apparent or implied authority of such signatory, which shall result in a binding and enforceable agreement between Slice and the Company. Once the Company accepts installation or actually uses any of the Services hereunder, Company waives any right to thereafter object to the validity and enforceability of this Agreement due to an alleged lack of authority by the signatory. Company expressly agrees to this Agreement and to timely pay the charges set forth on the accompanying Service Agreement.