This Order Form represents a binding order between the customer indentified above (“Customer”) and Federal Heath Sign Company LLC, dba
Ingage Solutions (“Company”). The initial term and Effective Date of this order is as indicated on this Order Form and shall renew thereafter month to month at the same rate, until terminated by either party upon thirty days’ written notice. Fees are due monthly in advance, and are nonrefundable. Failure to pay Company on a timely basis will result in termination of Customer’s account for the Service, and breach of this
Agreement. Customer is responsible for any sales tax and shipping charges applicable to this order. This Order Form is subject to the Ingage
Solutions – ScreenScape Connect Terms & Conditions which are attached hereto and incorporated as part of this Agreement. Third party devices may be warranted by the manufacturer’s warranty that is provided in connection with such device. Initial training on ScreenScape product is included with purchase. Subsequent training will be billed at $75 per hour, with a one hour minimum.
Ingage Solutions will be in contact for signature
OFFICE USE ONLY:
Account Manager ID: House 0130999
Effective Date for Billing: Click here to enter a date.
Ingage Solutions, a Federal Heath brand
3609 Ocean Ranch Blvd., Ste. 204
Oceanside, CA 92056
760.901.7447 TEL | 760.757.2279 FAX | IngageSolutions.com

1. SUBSCRIPTION AGREEMENT: The following Terms
& Conditions together with the terms of the order form referencing and incorporating these Terms and Conditions (the
“ Order Form ”) establish the agreement between Customer and
Company (the “ Agreement ”) regarding Customer’s subscription to the ScreenScape Service (the “
Service
”). The
Service is hosted and provided by ScreenScape Networks, Inc.
(“ ScreenScape ”) through its website ScreenScape.com.
Customer shall furnish or obtain, at its expense, any computer, networking, telecommunications and other equipment
(including digital screens) necessary for Customer to use, access and connect to the Service as well as any installation, support or other services related to such hardware.
2. SERVICE ACCESS . Subject to the terms and conditions of this Agreement, Company grants to Customer a non-exclusive, non-assignable and non-transferable right during the subscription term specified in the Order Form to allow access to and use of the Service by its authorized users, including venues authorized by Customer under a group license. Customer acknowledges and agrees that its use of the
Service is subject to the ScreenScape Terms of Service available at http://screenscape.com/terms and the policies referenced therein (the “ Service Terms ”), and that the Service
Terms create a binding agreement between ScreenScape and
Customer with respect to use of the Service. Company shall be a third party beneficiary of such agreement. The Service
Terms are hereby incorporated into this Agreement by reference and establish Customer’s obligations with respect to use of the Service. In no event shall the Service Terms impose any obligation of ScreenScape upon Company or limit, abridge or restrict any liability of Customer to Company under this Agreement. In the event of any conflict between this
Agreement and the Service Terms, the terms of this
Agreement shall control. Customer’s breach of the Service
Terms shall constitute a breach of this Agreement.
3. RESTRICTIONS. Customer will not (a) use or allow others to use the Service except as explicitly permitted under this Agreement or the Service Terms; (b) transmit or display via the Service any content or information (“ Content ”) that violates the intellectual property or other rights of third parties; (c) modify, adapt or make derivative works of the
Service, or reverse engineer the Service; (d) use, or allow the use of, the Service in contravention of any applicable law, rules or regulations; or (e) introduce into the Service any virus or other code or routine intended to disrupt or damage the
Service or its content, or collect information about the Service or its users. Customer shall be responsible for use of the
Service by its authorized users, including any such use that constitutes a breach of this Agreement.
4. TERM AND DEFAULT. This Agreement will remain in effect for the term indicated in the Order Form unless terminated earlier as provided herein. If Customer defaults in
Ingage Solutions, a Federal Heath brand
3609 Ocean Ranch Blvd., Ste. 204
Oceanside, CA 92056
800.527.9495 TEL | 760.757.2279 FAX | IngageSolutions.com payment of any amounts due hereunder or violates this
Agreement (including the Service Terms), Company shall be relieved of any and all obligations or conditions on its part to be performed until said default is remedied, and Customer shall have no right of credit or counter-claim for such period.
If said default continues for a period of thirty (30) days,
Company may, without notice or demand, treat this
Agreement as breached, recover any losses sustained by reason thereof and terminate Customer’s access to their
ScreenScape account and any Content made available through the Service. Pre-paid fees are non-refundable upon early termination of this Agreement. All overdue payments under this Agreement shall bear interest at the lower of the following: (a) the highest rate authorized by applicable law; or
(b) 18% per year. Customer acknowledges that ScreenScape may terminate their access to the Service as provided in the
Service Terms, including immediate termination for any breach of the Service Terms by Customer. This Agreement shall automatically terminate upon any termination of the
Service or Service Terms by ScreenScape without any further liability of Company and without refund of any pre-paid fees.
5. FEES AND TAXES: Subscription fees are billed in advance and are non-refundable. Customer shall pay all personal property, sales, use and other taxes, which now or hereafter may be imposed by law in connection with the performance of this Agreement or Customer’s access to or use of the Service. Customer shall reimburse Company for the full amount of any taxes described above which may be billed to and paid by Company.
6. PROPRIETARY RIGHTS. ScreenScape and/or it licensors retain all right, title and interest to the Service. As between Customer and Company, title to and ownership of the
Content provided by Customer in connection with this Service will belong to Customer.
7. PRIVACY. Customer acknowledges and agrees that the
Service is provided by ScreenScape not Company and that data, information and Content that Customer transmits or stores in or through the Service is provided to ScreenScape not
Company, and is subject to the ScreenScape Privacy Policy available at http://screenscape.com/privacy. Company shall have no responsibility or liability with respect to that Privacy
Policy or ScreenScape’s use or disclosure of Customer’s information, data or Content.
8. CUSTOMER SUPPORT/NO WARRANTY. Customer acknowledges and agrees that the Service is provided by
ScreenScape not Company and that support for the Service, including uptime and availability of the Service, is solely the responsibility of ScreenScape. ScreenScape currently provides
Support for the Service free of charge in accordance with the
ScreenScape Support Policy available at http://support.screenscape.com/supportpolicy , which is subject to amendment by ScreenScape from time to time. The Service

is designed and tested to work in a Windows based environment using Internet Explorer® 8 or higher and the latest version of Adobe® Flash®. Optimal performance of the
Service requires that the minimum hardware requirements of
Adobe® Flash® Player (as determined by Adobe®) are met.
COMPANY EXPRESSLY DISCLAIMS ALL
WARRANTIES FOR THE SERVICE, WHETHER
EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
9. LIMIT OF LIABILITY AND INDEMNIFICATION.
Customer shall indemnify, defend and hold harmless
Company and ScreenScape and their affiliates, and each of their directors, officers, employees and agents for any and all claims, losses, damages, judgments, liabilities, costs and expenses, including reasonable attorney’s fees and defense costs (collectively “ Losses ”), arising from or incurred as a result of (a) breach of this Agreement or the Service Terms by
Customer or its authorized users; or (b) any claim that use of the Service by Customer or its authorized users, including any
Content created or displayed by Customer or a user via the
Service, infringes upon the intellectual property rights or other rights of a third party.
10. WAIVER OF BREACH: No waiver by either party of any default shall constitute a continuing waiver or a waiver of any subsequent default.
11. TRANSFER OF AGREEMENT. This Agreement shall be binding upon the respective successors and assigns of the parties. However, Customer may not assign or delegate this
Agreement or any right, interest benefit or obligation under this Agreement without the prior written consent of Company.
Any such attempted assignment or delegation by Customer without Company’s prior written consent will be null and void.
12. GOVERNING LAW AND FORUM.
Date:
This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, excluding conflicts of laws provisions thereof. All claims arising out of or related to this
Agreement shall be brought in state or federal court with situs in Illinois. The parties hereby agree that Illinois is the most convenient forum, consent to service of process and submit to jurisdiction of any state or federal court located in Illinois, and hereby waive any right to transfer or change the venue of any
Company shall not be liable for any loss, liability or damage of any kind resulting in any way from (a) any errors in or omissions from the Service; (b) the unavailability or interruption of the Service or any feature thereof; or (c)
Customer’s or its users’ use of or reliance on the Services; and
Customer shall indemnify, defend and hold harmless
Company and its affiliates, directors, officers, employees and agents for any and all Losses arising therefrom, including
Losses incurred as a result of any dispute between Customer and ScreenScape. IN NO EVENT SHALL COMPANY BE
LIABLE FOR ANY CLAIM FOR CONSEQUENTIAL,
INCIDENTAL, EXEMPLARY, PUNITIVE OR SPECIAL
DAMAGES, INCLUDING LOST DATA, LOST PROFITS
OR BUSINESS LOSS, RELATING TO THE SERVICE OR
THIS AGREEMENT, WHETHER IN CONTRACT, TORT
OR OTHER LEGAL THEORY, EVEN IF ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT
WILL COMPANY’S LIABILITY TO CUSTOMER
RELATED TO THIS AGREEMENT OR THE SERVICE, OR
TO ANY PARTY CLAIMING THROUGH COMPANY, litigation brought in accordance with this Section.
13. MISCELLANEOUS. Customer agrees that its continued use of the Service following any modifications to the Service
Terms, ScreenScape Privacy Policy or ScreenScape Support
Policy by ScreenScape shall constitute its agreement to such modified terms. Signed facsimile and PDF copies and counterparts of this Agreement will legally bind each party to the same extent as original documents. This Agreement supersedes all prior written or oral understandings or agreements concerning the subject matter hereof. This
Agreement and its terms may not be terminated, amended, or waived except in a writing signed by an officer of the party to be bound. The headings of the various sections of this
Agreement are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall not be affected but shall continue in full force and effect. Company shall have the right to identify Customer as an Ingage Digital customer on its websites and other promotional materials.
14. NOTICES: All notices required under the terms and provisions hereof shall be in writing, and shall be addressed to the locations set forth on the Order Form or to such other address as a party hereto shall from time to time designate in writing to the other party. UNDER ANY THEORY OF LIABILITY EXCEED THE
AMOUNT PAID BY CUSTOMER TO COMPANY UNDER
THIS AGREEMENT DURING THE 12 MONTH PERIOD
IMMEDIATELY PRECEDING SUCH LOSS OR DAMAGE.
Any claim related to or arising out of Company’s breach of any term or condition must be commenced within one year after the cause of action has accrued or as earlier required by this Agreement.
Initials:
Ingage Solutions, a Federal Heath brand
3609 Ocean Ranch Blvd., Ste. 204
Oceanside, CA 92056
800.527.9495 TEL | 760.757.2279 FAX | IngageSolutions.com