GENERAL TERMS AND CONDITIONS

1. Other Documents. These terms and conditions may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for product(s) which is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both Customer and CMBE.

2. Governing Law. THE SALE(S) WILL BE GOVERNED BY THE LAWS OF THE STATE OF VERMONT. Venue and jurisdiction for all disputes will lie in Addison County, Vermont.

3. Payment Terms; Orders; Quotes; Interest. Terms of payment are within CMBE's sole discretion, and unless otherwise agreed to by CMBE, payment must be received in full in US dollars by CMBE prior to CMBE's acceptance of an order. Payment requirement is 50% upon order, and balance before shipment or delivery of services, unless otherwise noted. Payment for the products or services can be made by credit card if under $2,000 (VISA, MASTERCARD or AMERICAN EXPRESS), by wire transfer, by sending a company check in advance, or by some other pre-arranged payment method unless credit terms have been agreed to by CMBE. All costs of payment such as wire transfer charges, bank charges, etc. are to be paid by the purchasing company. If credit terms have been agreed to by CMBE, invoices are due and payable within ten (10) days after the date of the invoice. CMBE may invoice parts of an order separately. Orders are not binding upon CMBE until accepted in writing by CMBE. Unless a written cancellation is received, CMBE will assume merchandise or services are still wanted and will make shipments or perform work as ordered. Cancellations of merchandise or consulting reports in transit to us or to the end user will not be honored. CANCELLATION OF CUSTOM ORDERS INCLUDING RUSH ORDERS, MAP ORDERS, CONSULTATION AND CUSTOM EQUIPMENT WHICH HAVE BEEN DELIVERED OR ARE EN-ROUTE WILL NOT BE HONORED. Any quotations given by CMBE will be valid for the period stated on the quotation. Customer agrees to pay interest on all past-due sums at the highest rate allowed by law. Pricing is valid in the U.S. only, excludes shipping and handling and taxes unless otherwise stated. Pricing is subject to change without notice.

4. Shipping - All pricing is FOB point of shipment. Merchandise under 70 pounds will usually ship by FedEx. Over 70 pounds may be shipped by truck. The customer is responsible for all shipping and insurance charges. The customer must inspect all shipments for damage prior to acceptance and is responsible for making claims to the shipper.

5. Shipping Charges; Taxes. Separate charges for shipping and handling may be shown on CMBE's invoice(s). Unless Customer provides CMBE with a valid and correct tax exemption certificate applicable to the product ship-to location prior to CMBE's acceptance of the order, the Customer is responsible for sales and all other taxes associated with the order, however designated.

6. Title. Title to products passes from CMBE to Customer upon shipment. Title to software will remain with the applicable licensor(s).

7. Warranties. CMBE MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN THIS SECTION. ANY WARRANTIES WILL BE EFFECTIVE, AND CMBE WILL BE OBLIGATED TO HONOR ANY WARRANTIES, ONLY UPON CMBE'S RECEIPT OF PAYMENT IN FULL FOR THE ITEM TO BE WARRANTED. CMBE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. All warranties are with the original manufacturer. CMBE reserves the right to modify its warranty at any time, at its sole discretion. All software is provided subject to the license agreement that is part of the package. Customer agrees that it will be bound by the license agreement once the package is opened or its seal is broken. CMBE does not warrant any software under this Agreement. Warranties, if any, for the software are contained in the license agreement that governs its purchase and use. All non-CMBE Hardware and Software Products are sold on an AS IS basis. However, non-CMBE manufacturers, suppliers, or publishers may provide their own warranties. Complete manufacturers' warranties vary from product to product. Consult the packaging or internal literature for warranty satisfaction questions.

8. Return and Order Change Policies. CMBE systems and certain parts of CMBE systems that are purchased directly from CMBE by an end-user Customer may be returned by Customer during the 30 day period following receipt of the system for a credit or for a refund of the purchase price if already paid. Restocking fees may apply.You must, at your expense, deliver or ship the returned or exchanged product(s) to CMBE, Inc. in their original packaging and, if shipped, you must insure the shipment or accept the risk of loss or damage during shipment. The return must be shipped within 30 days of receipt under all circumstances. Software is returnable and exchangeable only if the sealed package containing the media is unopened. No returns or exchanges will be permitted for products that are damaged by you while in your possession or control. No returns or exchanges will be permitted for custom-built products, consultation, or service work. Exchanges must be exchanged for products of equal or greater value. If changes are made in orders that have been paid for, CMBE will hold a credit on the account which may be applied to future purchases and or services.

a. Call the sales department for an RA# (Return Authorization Number). Shipments without RA numbers clearly visible will be refused and returned.
b. If the unit is UPS-shippable, place the original package inside another. Do not mark the original carton! If the unit is too large for UPS, return it in its original shipping packaging. Place the RA number on the outer shipping materials where it is clearly visible and ship to: CMBE, Inc., Attn: Service Department, 560 Lake Street, Bridport, VT 05734.
c. Merchandise returned must be intact, with all accessories and manuals, and in original saleable condition.
d. Merchandise returned for credit or exchange will be assessed a minimum 15% restocking fee depending on condition. Restocking fees may be higher depending on original manufacturer's policies. Damaged or incomplete restocked merchandise may have higher restocking fees.
e. Merchandise which has been special-ordered, or merchandise not in original undamaged cartons, may not be returned.
f. Orders will be reshipped at no additional charge if an error was caused by us.

9. Defective Merchandise. Equipment that we sell is serviced directly by the manufacturers or their service centers. The customer is responsible for all service related shipping costs and service arrangements. We will assist in contacting the manufacturer and expediting any service issues

10. Exchanges. From time to time, CMBE may, at its sole discretion, exchange products or portions of a product. Any exchanges will be made in accordance with CMBE's exchange policies in effect on the date of the exchange.

11. Products. CMBE's policy is one of on-going product and service update and revision. CMBE may revise and discontinue products at any time. CMBE will ship products that have the functionality and performance of the products ordered, but changes between what is shipped and what is described in a specification sheet, quote or catalog are possible. The equipment and assemblies used in building CMBE products are selected from new and equivalent-to-new parts and assemblies in accordance with industry practices.

12. Limitation of Liability. CMBE DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE. CMBE WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN.

13. Applicable Laws; Not for Resale. Customer agrees to comply with all applicable laws and regulations of the various states and of the United States. Customer agrees and represents that it is buying for its own internal use only, and not for resale.

14. Service and Support. CMBE endeavors to provide the best customer and technical telephone support in the broadcast industry. For end-user Customers, CMBE promises that its support people will attempt to handle over the telephone any problem involving CMBE products. However, CMBE's support people may not be able to understand or resolve any given problem. Service offerings may vary from product to product. CMBE has no obligation to provide service or support until CMBE has received full payment for the product or service/support contract for which service or support is requested. CMBE will make on-site service available to Customers in the United States in accordance with the then-current terms and conditions set by CMBE and/or the third-party service provider.

15. Headings. The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived therefrom.

16. Delays of Service and additional Project Charges. When additional services or products are ordered or required on a project, they will be documented and paid by the customer. Such items include, but are not limited to, weather delays during on-site project work, change orders on projects, changes in equipment lists, additional work or services ordered and any adds, moves or changes not included in the original scope of services or contract.

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ADDITIONAL TERMS AND CONDITIONS FOR CUSTOM LABOR SUPPLIED BY CMBE, INC.

1. Conferences / Consultations. Conferences shall be no more than One (1) hour in length and shall deal with acquainting CMBE, Inc. employees, staff and/or freelance contractors with other members of the production crew, script(s), and / or production plan(s). Technical questions of a " Can this be done " nature will be permissible and no billable charges will be incurred. Consultation charges will commence when CMBE, Inc. employees, Staff or freelance contractor help is asked to prepare budgets, crew lists, perform site surveys, and / or perform location scouts, perform technical equipment check out, order technical equipment by telephone, by letter, or in person or when technical questions of an "How can it / this be done ? " nature are asked, this time will be considered billable time in One (1) hour increments.

2. Labor Rates. There is no split shift work. All Day rates are based on an Eight (8) Hour day, less One (1) hour for meal break, unless other arrangements have been agreed to prior to commencement of the production schedule. There is no meal break deduction for lunch when working Ten (10) hour day rates. The meal break is included within the ten hour day. This inclusion does not release the customer from breaking for meals. All overtime rates are billed in half hour increments, prorated to the next half hour. Overtime rates are defined as, Time and One Half, 1.5 times the base hourly rate. Double Time is defined as 2 times the base hourly rate. Triple time is defined as 3 times the base hourly rate. Work performed in excess of eight hours will be billed at the overtime rate of Time and One Half for hours eight through twelve. Work performed in excess of twelve hours will be billed at the overtime rate of Double Time for hours twelve through sixteen. Work performed in excess of sixteen hours will be billed at the overtime ra

3. Weekend / Holiday Work. Saturday work will be billed at the Time and One Half, 1.5 times base hourly rate for the first eight hours. Work performed in excess of eight hours but not exceeding twelve hours will be billed at the double time rate, 2 times base hourly rate. Any work in excess of twelve hours will be billed at the triple time rate, three (3) times base hourly rate. Saturday Night Work which starts after 11:59am will be billed at the double time rate for the first eight hours. Work in excess of eight hours will be billed at the triple time rate. Sunday work will be billed at the double time rate for the first eight hours and all work in excess of eight hours will be billed at the triple time rate. Sunday night work will be billed at the triple time rate. The following nine days are legal holidays; New Years Day, President's Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, and Christmas Day. Work performed on weekday Holidays will be billed at the rate of Double time for the firs

4. Rest Periods / Short Turnaround. The maximum work day is Eighteen (18) Hours, unless otherwise agreed to. There will be a ten (10) hour rest period between work days. A rest period of less than ten (10) Hour may be called if agreed to between CMBE, Inc. and the Client. If the decision is made to return to work with less than ten (10) Hours rest the rate of pay will continue as if work had never stopped, minus the rest period.

5. Travel Time. Travel time will be billed at the applicable day / hourly rates for all travel. Travel to distant locations, where required to remain away from home and lodged overnight, all travel expenses will be paid for and/or billed to the client. This will include but is not limited to all transportation costs, meals, and hotel costs. All travel accommodations will be of first class quality. This includes transportation and hotel. First class lodging is defined as best quality generally available in the work area. All hotel rooms will be of single occupancy, (i.e. one person to one room). An additional charge for the transportation of either crew or equipment in CMBE, Inc. vehicles will apply. All travel time to and from location either distant or local will be considered working time. If the location is an overnight distant location, travel time ends upon arrival at the established location residence. Returning from a distant location, travel time will end upon arrival from the original point of departure.

6. Meal Periods, Penalties. The first meal period shall commence no sooner than the fourth hour nor later than the sixth hour after the start of the work day. All succeeding meal periods shall commence no sooner than Four (4) hours nor later than Five (5) hours after the preceding meal. A standard meal break will be One (1) Hour in length. Travel to and from the meal location will not count as part of the meal break. The Customer shall provide and pay for all meals while on location (non studio). All meals between 4:00pm and 6:00am must be hot meals, A meal penalty shall be imposed if long spacing of meal periods occurs. If the first meal is delayed beyond the sixth hour of the work day or if any additional meal periods are delayed beyond their respective start times from the preceding meal period, the penalty will be $ 30.00 per hour or portion thereof. A per diem of $ 50.00 per person per day is acceptable as meal allowance in lieu of providing meals on distant locations. The per diem does not release the customer from taking meal breaks.

7. Hazardous Conditions. Hazardous conditions shall include but are not limited to aerial work in either fixed wing aircraft, helicopters or any experimental air/space craft, any work performed on, in, under or around any body of water. Proximity to low and high explosives or radiation, proximity to landing and or taking off aircraft, precarious working conditions on heights, in or about construction work, in or around excavations or mines or in any land areas considered to be hostile. CMBE, Inc. shall determine if working conditions are deemed to be of a hazardous condition. CMBE, Inc. personnel may refuse to work in such conditions they deem to be personally hazardous and or hostile to their selves.

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ADDITIONAL TERMS AND CONDITIONS FOR RENTAL OF EQUIPMENT

These terms and conditions apply to rental of equipment from CMBE. The term of rental is specified in the quotation. At no time will rental prices accrue toward the purchase of any equipment. Rentee agrees to promptly notify and obtain CMBE, Inc. agreement to any extension of the rental term. The term Rentee shall mean any person or entity on behalf of which or through whom, either as principal or agent, CMBE, Inc. shall render services to, or provides equipment to. It shall be the Rentee rather than the Rentee's client who shall be responsible for payment to CMBE, Inc. Rentee agrees to comply with credit claims set forth and extended by CMBE, Inc. Any claims for adjustment in connection with an invoice must be presented in writing within 10 days of the date of the invoice in question. Interest at the maximum rate allowed by law will be charged on all accounts not paid in thirty (30) days.

1. Charges. All rentals are F.O.B. our premises. Rental charges start on the day after the equipment is shipped. All rentals terminate at return shipment delivery to CMBE, Inc.

2. Cancellations. Subject to a base rate charge. All cancellations made with less than twenty four hours notice will be charged 100 % of base equipment rental(s).

3. Locations. The equipment shall only be used at the locations shown on the contract and shall not be removed from these locations without Renter's prior written consent.

4. Compliance with Laws & Labels. Rentee shall comply with all laws, ordinances, statues and regulations in any way related to use, operation or maintenance of the equipment. Renter's property labels shall not be removed. Rentee is responsible for removing Rentee's identifying labels before returning the equipment.

5. Loss & Damage. Rentee hereby assumes and shall bear the entire risk of loss and damage to the equipment from any and every cause whatsoever, except as otherwise provided in the following paragraph.

6. Surrender. Upon the expiration or earlier termination of this lease, Rentee shall return the equipment and all the accessories (including but not limited to sensors, connectors, cable terminators, power cords, operation and / or maintenance manuals, and test charts furnished by renter) to Renter in good repair, in the same condition as said equipment was at time of delivery thereof to rentee, ordinary wear and tear resulting from proper use thereof alone expected.

7. Insurance. Rentee Shall secure and maintain at his own expense, All Risk of Loss Insurance coverage for Direct Physical Loss of or damage to the equipment rented from renter. This insurance shall be for replacement value of equipment leased from Renter. Rentee shall have Comprehensive General Liability Insurance in the amount of one million ($ 1,000,000.00) dollars combined single limit for personal injury, bodily injury, and property damage. The comprehensive general liability form shall include the coverage parts for broad form contractual liability. Rentee shall provide certificates of insurance, signed by an authorized representative of the Rentee's insurance company in duplicate, evidencing that rentee is in compliance with the insurance provisions of this agreement. CMBE, Inc. shall be named as Additional Insured and Loss Payee as its interest may appear in reference to any and all equipment provided by Renter under the terms and conditions of this agreement.

8. Certificates of Insurance. Each such certificate issued to renter shall stipulate that the coverage's indicated on the insurance certificate shall be primary coverage and not contributing with any other insurance maintained by renter. The Rentee's insurance company is required to notify CMBE, Inc. ten (10) days prior to any cancellation or reduction in the limits of liability. This certificate of insurance, an original, must be presented to CMBE, Inc. 24 hours prior to the release of equipment. CMBE, Inc. reserves the right of acceptance of the policy content. If rentee does not have insurance, CMBE, Inc. can provide insurance coverage to protect rental equipment for a fee of ten (10%) percent of the total rental price per day. There is a minimum charge of $ 50.00 per day. Rentee is responsible for the $1,000 Deductible.

9. Alterations. Rentee shall not make any alterations, additions, or improvements to the equipment without the written consent of the Renter.

10. Liens. Rentee shall keep the equipment free and clear of all liens and encumbrances whatsoever.

11. Downtime. Renter shall be entitled to use up to ten percent (10%) of the billed daily rate on the job at its discretion for maintenance, etc. without any deduction for downtime from the total charges payable by Rentee. Renter shall make a reasonable effort to have it's equipment functioning to meet Rentee's shooting schedule; however renter shall not be liable for consequential damage, such as compensation payable to personnel caused by malfunctioning equipment. CMBE, Inc. cannot be responsible for customer's failure to operate the equipment properly. We will provide instructions free of charge at our premises. All rental equipment is guaranteed to be operable when it leaves our premises. In the event of equipment failure or malfunction, customer should notify CMBE, Inc. by telephone at once. We cannot accept responsibility for malfunctions reported after rental termination.

12. Expenses. Customer shall pay CMBE, Inc. all costs and expenses, including but not limited to Attorneys fees, incurred by CMBE, Inc. in exercising any rights or remedies hereunder or enforcing any of the terms or conditions or provisions hereof.

13. Warranty. Rentee acknowledges and agrees that Renter make no warranty, express or implied, regarding the equipment including without limitation, warranty and merchantability or fitness for any purpose. Renter's obligation to Rentee shall be limited to the repair or replacement of equipment which is defective, when delivered to Rentee and Rentee agrees that this shall be it's sole and exclusive remedy against Renter.

14. Quality Standards. CMBE, Inc. sets quality, technical and operating procedures

15. Default. Upon Rentee's default or breach of any provision hereof or upon the happening of any event expressed in the following paragraph hereof, renter shall have in addition to all the legal remedies available to him, the right to take possession of any or all the items of equipment without demand or notice, wherever the same shall be located, without any court order or other process of law and rentee hereby waives any and all damages occasioned by said taking.

16. Bankruptcy. Neither this Rental Agreement nor the equipment is assignable or transferable by operation of the law. If any proceeding under the Bankruptcy Act, as amended, is commenced by or against Rentee, or if Rentee is adjudged insolvent, or makes any assignment for the benefit of his creditors, or if a writ of attachment or execution is levied on any item or items of equipment and is not released or satisfied within ten days thereafter, or if a receiver is appointed in any proceeding or action to which the Rentee is a party of authority to take possession or control of any item or items of equipment, Renter shall have, and may exercise any one or more of the remedies set forth in the paragraph titled "Default" hereof. This rental agreement shall at the option of the renter, without notice immediately terminate and shall not be treated as an asset of the rentee after the exercise of said option.

17. Limitation on Warranty. Customer should insure all elements delivered to or deposited with CMBE, Inc. against all risks. CMBE, Inc. shall not be responsible to customer or to any other party for any acts or omissions of personnel furnished by CMBE, Inc. CMBE, Inc. makes no warranty and does not assume any liability or responsibility as to the character or quality of the materials or services furnished by it or as a result of its undertakings. Without limiting the foregoing, CMBE, Inc. shall not be liable for loss due to delays or failures in performance caused directly or indirectly by acts beyond its control. In any event, the liability of CMBE, Inc. shall be limited to the value of the services and materials provided by CMBE, Inc. and its suppliers.

18. Assignment, etc.. The Rental Agreement and / or the equipment may not be assigned, transferred pledged, hypothecated, sublet, or lent by rentee to anyone without the prior written consent of the Renter. Renter may not assign this Rental Agreement and / or Mortgage and / or sell said equipment subject to the provisions hereof.

19. Reciprocal Indemnity. Rentee shall be responsible for all expense, damage, and liability caused by equipment or personnel while under the control of rentee and rentee shall indemnify and hold Renter harmless from any such expense, damage, and/or liability caused by equipment or personnel while under the control of rentee and rentee shall indemnify and hold the Renter harmless from any such expense, damage, or liability expenses herein. This shall include reasonable attorney fees and payment of the deductible amount of any applicable insurance in the event of loss. Each party shall cooperate with the other party to help secure for such other party the benefits of any applicable insurance coverage.

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For more information, e-mail or call the firm at +1 802 758 5000.