Service Maintenance Agreement

INTRODUCTION
This Service Maintenance Agreement (SMA) defines the services, primary jobs, and responsibilities of each party; the methods for delivery of support services; the process for problem resolution; the limitations of maintenance support levels, and the anticipated frequency and measurements (metrics) that will be applied against specific systems/projects. The measurements determine performance and reliability impact (whether performance meets or exceeds expectations). These measurements have been reviewed by the management of both parties to ensure that performance is maintained within the range of stated goals.

Agreement
This agreement is entered into by the subscribing party, hereinafter referred to as the client and Web Management Systems herein after referred to as WebMSys. This agreement is subject to all applicable local, state, govermental and international policies and provisions whether or not expressly stated as part of this agreement.

Purpose and Objectives
The purpose of this SMA is to define the terms and process for subscribing to WebMSys Services: Webcasting, Live broadcasting, On-demand and DualCast hosting services.

The objectives of these services are:
• To provide reliable, managed technology solutions to meet the needs of WebMedia clients/customers with varying missions and requirements.
• To provide scalable rates and service options so that WebMedia clients/customers can realize cost savings and purchase only services that they need.

Definition of Terms and Acronyms
In this document, the following terminology and acronyms are used:

WebMSys is a subsidiary of Dealertalklive, Inc. - a provider of Web Managment Systems for business solutions.

Client
The client is the recipient of services provided under this SMA.

Web Media Center
The mini-site for administering streaming applications and other features.

Web
The World Wide Web = Internet.

Browser
A software program used for Internet access, such as Netscape® or Internet Explorer.

IP
Internet Protocol, the technical platform for digital transmission over the Internet.

FTP
File Transfer Protocol, the standard Internet platform for managing digital files.

LAN
Local Area Network. Unless LAN service is provided by WebMedia, the LAN is a solely client's responsibility.

WAN
Wide Area Network, linking LANs together. Unless WAN service is provided by WebMedia, the WAN is the responsibility of the client's commercial Internet Service Provider.

SERVICE MAINTENANCE DESCRIPTIONS

Streaming media refers to the synchronized broadcast of live and or stored audio/video content over an IP network. Delivery takes place through a web site and or server and is accessible to any computer that has an Internet connection and the appropriate hardware and software. Content may be simulcast "live" or "archived" (saved) to a server, so that listeners and or viewers can access it later on demand. Streaming delivery (playback) of both generally begins in seconds with the click of a link, without having to download a file.

WebMSys Streaming Media Services provide practical, time-saving, and cost-effective solutions. These solutions allow such content to be made available to much larger audiences, to be viewed/heard at any time at the individual's convenience, and or to be stored indefinitely (for on-demand content) for reference purposes.

Three (3) WebMSys services are described in this SMA: "Live Streaming" service for live broadcasts; the "Media Center Streaming" Hosting service for non-real-time storage and "WebCast Streaming" which mixes both. These are recurring services with a monthly minimum. The current "Live Streaming" and "Media Center Streaming" Hosting services and "WebCast Streaming" are available on a monthly basis recurring at current rates/fees/costs in "US Dollars" noted on the webmediabroadcasting.com website.

Certain "basic" system requirements are necessary for listeners/viewers who wish to access live webcasts and or on-demand hosted content. They must have a computer with Internet access, a web browser (the latest versions of Netscape®, Firefox® or Microsoft Internet Explorer® are recommended), a sound card, speakers, and media players not limited to but including Winamp™, Windows Media Player™ or Real Player™ software. (Windows Media Player™ is standard software on most recent Windows® operating systems). Most all mentioned players are available for free download at their respective sites.

*WebMSys will assume no responsibility related to end point hardware or software incompatibility and or to network elements that are not under WebMedia’s control. (i.e. listener/viewer's LAN, WAN, Router, Firewall, etc).

"Live" Webcasting Service
This monthly-recurring service permits the streaming of real-time or "Live" content to individual and or multiple listeners and or locations simultaneously. Services for multiple bitrate and file format combinations are offered (specifically, Windows Media, MP3, mp3PRO, aacPLUS, NSV)

Current fees/rates are available at pricing provided on webmediabroadcasting.com. Encoding at (1) "Single" or individual bitrate allows individual end points (listeners/viewers) to connect and participate at that one specific bitrate/speed connection quality.

Encoding at multiple rates allows individual end points (listeners) to connect and participate at different speeds/connection qualities according to their degree of Internet access. Live streaming is especially suitable for large interactive and non-interactive applications, such as the broadcast of full-time Radio Station, Live Event, or a simple conference session. A live webcast can be integrated with other WebMedia services, such as archiving for "on-demand" usage. (See "DualCast Streaming") These are additional services to which the client must also subscribe.

*The basic requirement for a live webcast/broadcast requires some means of pointing or connecting the client's desired choice of "Encoded" source feed (i.e. Windows Media, mp3, mp3PRO, aacPLUS, NSV) to the assigned WebMedia service. For more information or to acquire WebMSys’s "preferred" Broadcast tools/applications to accomplish that, please visit http://www.webmediabroadcasting.com.

The "Live Streaming" Service is available on a monthly-recurring basis based on the current fees/rate provided at http://www.webmediabroadcasting.com/streamhosting/ with one month as the "standard" minimum time period that may be subscribed. "Statistics" can be provided with this service for a small additional fee.

"Media Center" Service
This monthly-recurring service is for clients who wish to maintain pre-recorded digital media files for streaming "on-demand". The encoded content is stored for a specified period of time on a WebMedia provided server. A link is provided to the client for direct usage on their web site or to direct to the media center player.

Dependent on your number of purchased "concurrent listeners", "disk space" used and or amount of "data transfer" allocated/used, any number of simultaneous viewers can access a hosted file at any time, 24 hours a day. Hosted content can be created, uploaded via FTP individually or as multiple client defined files and or "play lists" which can also be set to be looped and content can set to be paused, stopped, or fast-forwarded during playback. The "On-Demand" Service is available on a monthly recurring basis based on the current fees/rate provided at http://www.webmediabroadcasting.com/streamhosting/ with one month as the "standard" minimum time period that may be subscribed. "Statistics" can be provided with this service for a small additional fee.

. "WebCast Streaming" Service
This service offers a combination of "BOTH" Live Streaming and Media Center ON-Demand, (See Above!). The "WebCast" Service is available on a monthly-recurring basis based on the current fees/rate provided at http://www.webmediabroadcasting.com/streamhosting/with one month as the "standard" minimum time period that may be subscribed. "Statistics" can be provided with this service for a small additional fee.

Additional Service/Pricing
NOTE: WebMSys can and does offer "Special Pricing" and or "Discounts" on (1) One-time events and or for large capacity clients. Please contact us via e-mail, or call (407) 829-2026 during business hours M-F, 9am-6pm EDT to enquire and or receive a quote specific to your needs.

WEBMEDIA AND CLIENT RESPONSIBILITIES

WebMedia Responsibilities

WebMSys agrees to:
• Provide "Live" Webcasting and "On-Demand" Hosting Services for the period of the maintenance subscription.
• Provide sufficient resources to enable and support multiple simultaneous connections to live or on demand content.
• Provide security for the server and or stored "Hosted" content.
• Provide maintenance and security upgrades on WebMedia equipment as needed. • Communicate information regarding repair, maintenance, security upgrades, or other situations that may affect availability of service in accordance with the procedures outlined in this document.
• Make recommendations if requested and assist the client regarding system requirements, bandwidth availability, account configuration, and other technical issues as needed.
• Provide access to client account and login/password retrieval process.
• Provide tools and account management functions/features relevant to client's services including billing/invoices, Station management, etc.
• Supply client a link for live or stored presentations.
• Provide usage statistics on "live" or on-demand hosted content. ("Statistics" are provided for a small additional fee).
• Troubleshoot technical problems in accordance with the procedures outlined in this document.

Client Responsibilities

The client agrees to:
• Comply with the terms and provisions of service as defined in this SMA.
• Provide all correct and "current" contact and billing information requested in the WebMedia subscription/payment/registration Forms.
• Comply with system requirements for live media feeds, LANs, Internet connections, and individual work stations as needed.
• Comply with all applicable local/state/government/international laws and statutes regarding and governing the transmission of Digital Media.
• Make appropriate contact or support personnel available as needed to resolve technical issues.
• Provide potential viewers/listeners with relevant information such as the location of web site, player link and the associated system requirements needed to access live or hosted presentations.
• Troubleshoot problems in accordance with the process outlined in this document.

SUBSCRIBING TO MAINTENANCE SERVICES

Inquiries and Demonstration
Potential clients should generally need only follow the simple sign-up procedure provided direct on and from www.webmediabroadcasting.com or if further questions or client request "Special Needs", then please visit the WebMSys Customer Support Center, http://www.spacialnet.com/contact.html, to inquire about any Streaming Media Service.
A WebMedia staff member will be happy to discuss your requirements in greater detail. There is no cost or obligation for this inquiry.

Rates
Rates for Streaming Media Services are clearly defined on the WebMedia website, specifically - http://www.webmediabroadcasting.com/streamhosting/.
These rates are subject to change and may be updated if 30-days notice is given. For subscription purposes, a year is defined as a 365-day-period that starts on the date of initiation of service (for example, January 3, 2008, through January 2, 2009). A month is defined as a 28-to-31 day period that starts on the date of initiation of service (for example, March 3, 2008, through April 2, 2008). A week is defined as a seven-day period that starts on the date of initiation of service (for example, Wednesday, March 3, 2008, through Tuesday, March 9, 2009).

Ordering
This SMA and the WebMedia Services request Forms are available directly on the WebMedia Web Site (www.webmediabroadcasting.com). Also, if required/requested there is a "Streaming Services Signature Form" provided at end of this SMA agreement as well as a Printable/Faxable WebMedia Services Request Form. This form should be used ONLY if providing information and or making transactions via the Internet is not conducive to your specific needs.

While in most cases Client account creation and activation are generally almost immediate, due to varying payment scenarios (such as E-check, bank/wire transfer, "Snail-mailed" checks, money orders, etc) - WebMedia reserves right to require up to five days' notice for the initiation of a new service or for an additional subscription/upgrade to an existing service.

Since "Large-Capacity" or "Specialized" live streaming events may require considerable advance planning, it is recommended that inquiries and or orders be submitted in a timely fashion to ensure adequate support and preparation.

This SMA will remain in force during the fiscal year in which it is executed. It covers all of the current listed maintenance services during this period.

Accounts
All WebMedaiia stream hosting accounts and their associated services must be managed by the client within the WebMSys member section via Web Browser. To become a member, all clients will have needed to complete the simple WebMSys member registration form located - http://www.webmsys.com/signup.html. There is NO cost and or Purchase obligation to be a WebMSys member but it is required prior to purchase of services. If you already maintain a WebMSys member account, login is with your current Username & Password. WebMSys securely provides its entire stream hosting clients with easy to use "billing/invoice" and "account status" section, "Station Administration" and "Service' specific management/function/feature configuration capabilities" as well as basic network and port management tool sets. To assure and maintain security of your account and or personal details, please make sure keep your password and username information hidden/secured. Under no circumstances should access to your account be given to anyone other than clients entrusted Employee, Technician, System Admin and or duly assigned agent. WebMedia can NOT be responsible and will NOT accept responsibility for the actions of clients password/user information and account access other than that controlled directly by WebMSys.

Billing
Rates for monthly service are invoiced at the beginning of the calendar month in which the maintenance service is initiated. WebMedia will notify the client prior to the expiration of a service so that it may be renewed if desired. (Please see your "Client Account" for current/updated details including invoice/billing and current service status).

Refunds
The WebMedia staff will endeavor to work direct with the client to determine an appropriate solution to any problem that may arise in relations to clients Streaming Hosting Services. However if no other reasonable solution can be found and a refund should be considered the only recourse, there will be a full refund based on the timeframe left on your account and it's balance.

Summary of Steps for Implementing Services
The following steps summarize the process for ordering and beginning services:
1. Potential client visits www.webmediabroadcasting.com/streamhosting/ and selects their desired "Stream" and "Server" type as well as Maximum bitrate and Maximum concurrent viewers/listeners, or other relevant desired options. You may also select whether you desire "statistics" and you may also select a specific server location from those provided in the list contained in the Services form. Choose from the Shopping Cart Listing to get the exact total of your desired services. Once you have read and accepted the "Terms of Use" and this "SMA", select the "accept" checkbox and click "Continue".

2. All stream hosting accounts must be managed within the WebMedia member section. If not a current WebMedia member yet, you will need to select "Sign Me Up" and enter the required information and then select continue. If you already have a WebMedia account, simply enter your Username & Password into the login form and click continue...

3. Next you will see the invoice/billing statement automatically generated for you based on your service choices/requirements. Make sure to "Double Check" this information before proceeding further! For your convenience you have multiple options to submit payment for your Stream hosting services. Simply select one of the payment options offered/provided and click on "Proceed" button to continue to the final payment process. Simply submit payment as instructed by that process. If your payment method requires payment via Credit Card over phone, simply select that method and follow the provided instructions. *If method is by Bank/Wire transfer or Check, please note there are "Minimums" for Each!

Please note that any fees charged by the bank will be debited against your payment, so make sure to send enough to cover all fees. Also note that the minimum amount we accept is $150.00! If we receive less than $150.00, we will add a $15 handling fee to your account.

If payment is made by Check or Money order via normal snail-mail. Please note that the minimum amount we will accept is $50.00! Please note that if we receive a check for less than $50.00, we will add a $15 handling fee to your account!

4. Once payment clears, your account will be created and you will be emailed with further instructions.

5. Now that the payment process is completed you may login to your account located at http://www.webmediabroadcasting.com and begin management of your purchased services.

OPERATIONS AND TROUBLESHOOTING

Monitoring
WebMSys maintains, manages, and monitors WebMedia services 24 hours a day. Change control and server configuration management are essential to ensure quality of service. Patches and security upgrades are applied if vulnerabilities are identified and evaluated. All upgrades follow the WebMedia change and security patch management process. Ordinarily, WebMedia performs routine system upgrades during WebMedia regular maintenance windows on Sundays from 9:00 a.m. to 12:00 p.m. Eastern Time. If routine maintenance is scheduled outside of these windows during periods of subscription, three business days' notice to the client's technical contact will be provided. WebMedia has maintenance contracts on all of Web Media’s equipment and is committed to resolving hardware failures within 24 hours of identification of the problem. Port utilization is monitored on a daily basis and additional ports will be added within 60 days if utilization reaches 80% or more for five consecutive days.

Denial of Service/Port Attack
In the event of a Denial of Service or Port Attack, we may need to disable the service to avoid the attack affecting all services. The account will be extended for 1 day if the service is down more than an hour, but less than 24 hours. If the downtime is more, the account will be extended for the same duration. If attacks continue on a service on a regular basis the account might be cancelled and refunded on a pro-rated basis to the client.

Technical Support and Troubleshooting
The WebMedia staff is available to answer technical questions. Issues related to set-up, software and network configurations, firewalls (if necessary) and operations will be addressed prior to or during the implementation period in order to resolve any problems prior to initiation of service. If a technical problem develops during operations, clients should endeavor to troubleshoot it to the best of their ability before making a trouble ticket or call to the WebMedia Customer Support Center. The Support Center general hours of operation are Monday through Friday, 9AM - 6PM EDT. The phone number is (407) 829-2026 or visit http://www.webmsys.com/contactus.html.

Clients have responsibility for reporting problems to the Support Center. A trouble ticket will be opened, documented, and tracked. The Support Center will endeavor to diagnose and remedy the problem, and will escalate the issue if necessary. All troubleshooting will be done remotely. The client should have the following information available when contacting the Support Center: name, contact information, and the name/ID of the Streaming Media account. Clients should also keep a log with a detailed description of any technical problems they encounter. WebMSys’s responsibility is limited to the software, hardware, and network elements under WebMedia’s control. LAN and WAN elements are ordinarily the responsibility of the client or the client's commercial Internet Service Provider. WebMSys can assume no responsibility for troubleshooting public or private network elements, desktops, or other end point applications that experience problems when trying to access/utilize client streaming media services. WebMSys does provide support for issues not under its direct control though - but the support may carry a fee.