SportsLine.com relies on its vendors as partners to provide quality goods and services at the most economical cost, while maintaining vendor profit margins. To assist in this effort, the following terms and conditions of SportLine.com's Purchase Orders govern each Purchase Order.

1. Goods and Services. Vendor agrees to perform the services ("Services") and/or provide the goods ("Goods") to SportsLine (Goods and Services collectively referred to as "Products"), described in any SportsLine purchase order ("SportsLine PO"), in accordance with the applicable SportsLine PO and with these SportsLine Purchase Order Terms and Conditions (the SportsLine PO and these Terms and Conditions collectively this "Agreement").
2. Effective Date. This Agreement shall commence on the date (the "Effective Date") the earliest of, (a) Vendor's acceptance of a SportsLine PO, (b) Vendor's shipment of Goods or commencement of a Service, or (c) Vendor's acceptance of payment by SportsLine in connection with any Goods and/or Services. Any terms or conditions contained in any acknowledgment, invoice or other communication of Vendor, which are inconsistent with the terms and conditions of this Agreement, are hereby rejected. This writing does not constitute a firm offer and may be revoked at any time by SportsLine prior to Vendor's acceptance.
3. Delivery of Goods. Delivery of Goods shall be made pursuant to the schedule set forth in the applicable SportsLine PO, via the carrier and to the place specified in the applicable SportsLine PO. SportsLine reserves the right to return, shipping charges collect, all Goods received in advance of the delivery schedule. If no delivery schedule is specified in the SportsLine PO, the order shall be filled promptly. SportsLine hereby reserves the right to reschedule any delivery prior to shipment of the Goods. If no method of shipment is specified in the SportsLine PO, Vendor shall use the least expensive carrier. In the event Vendor fails to deliver the Goods within the time specified, SportsLine may, at its option, decline to accept the Goods and terminate this Agreement or may demand its allocable fair share of Vendor's available Goods and terminate the balance of this Agreement. Vendor shall package all items in suitable containers to permit safe transportation and handling. Each delivered container must be labeled and marked to identify contents without opening and all boxes and packages must contain packing sheets listing contents. The SportsLine PO number must appear on all shipping containers, packing sheets, delivery tickets and bills of lading.
4. Risk of Loss and Title. Vendor assumes all risk of loss until receipt by SportsLine. If the Goods ordered are destroyed prior to title passing to SportsLine, SportsLine may at its option terminate this Agreement or require delivery of substitute Goods of equal quantity and quality. Such delivery will be made as soon as commercially practicable. If loss of Goods is partial, SportsLine shall have the right to require delivery of the Goods not destroyed. Title to the Goods shall pass to SportsLine upon receipt by it of the Goods at the designated destination.
5. Payment. As full consideration for the performance of the Services, delivery of the Goods and the assignment of rights to SportsLine as provided herein, SportsLine shall pay Vendor the amount specified in the applicable SportsLine PO. Applicable taxes and other charges such as shipping costs, duties, customs, tariffs, imposts and government imposed surcharges shall be stated separately on Vendor's invoice. Payment is made when SportsLine's check is mailed. Payment shall not constitute acceptance. All personal property taxes assessable upon the Goods prior to receipt by SportsLine of Goods conforming to the SportsLine PO shall be borne by Vendor. Vendor shall invoice SportsLine for all Goods delivered and all Services actually performed. Each invoice submitted by Vendor must reference the applicable SportsLine PO, and SportsLine reserves the right to return all incorrect invoices. Unless otherwise specified on the face of a SportsLine PO, SportsLine shall pay the invoiced amount within thirty (30) days of SportsLine's receipt of an accurate invoice. Vendor acknowledges and agrees that SportsLine will not be liable for any late fees or collection costs of any kind. Vendor acknowledges and agrees that SportsLine will not be liable for any restocking fees of any kind for Goods returned to Vendor. Vendor acknowledges and agrees that if Vendor fails to provide SportsLine information that SportsLine determines, in its sole and exclusive discretion, that SportsLine needs to process payment to Vendor, including, without limitation, Vendor's Tax ID number, SportsLine may withhold payment to Vendor until Vendor provides SportsLine such information.
6. Representations and Warranties. Vendor represents and warrants that: (a) it has the full and unrestricted right to enter into this Agreement; (b) the Products do not and will not, (i) cause injury of any kind to any person or entity, and (ii) violate any applicable laws, rules, regulations or other governmental regulations; (c) it has obtained and shall maintain in full force and effect during the Term, such federal, state and local authorizations as are necessary to operate and to otherwise perform its obligations under this Agreement and will comply with all applicable federal, state and local laws in the performance of its obligations hereunder; (d) all Services shall be completed in a professional, workmanlike manner, with the degree of skill and care that is required by current, good and sound professional procedures; (b) the Services shall be completed in accordance with applicable specifications set forth in the SportsLine PO and shall be correct and appropriate for the purposes contemplated in this Agreement; (c) the performance of Services under this Agreement will not conflict with, or be prohibited in any way by, any other agreement or statutory restriction to which Vendor is bound; (d) all Goods provided will be new and will not be used or refurbished; (e) all Goods delivered shall be free from defects in materials and workmanship and shall conform to all applicable specifications for a period (the "Specifications Warranty Period") of twenty-four (24) months from the date of acceptance of the Goods by SportsLine or for the period provided in Vendor's standard warranty covering the Goods, whichever is longer; (f) it will make spare parts available to SportsLine for a period of five (5) years from the date of shipment at Vendors then current price, less applicable discounts. If SportsLine identifies a warranty problem with the Goods during the Specifications Warranty Period, SportsLine will promptly notify Vendor of such problems and will return the Goods to Vendor, at Vendor's expense. Within five (5) business days of receipt of the returned Goods, Vendor shall, at SportsLine's option, either repair or replace such Goods, or credit SportsLine's account for the same. Replacement and repaired Goods shall be warranted for the remainder of the Specifications Warranty Period or twelve (12) months, whichever is longer. Without limiting the forgoing, SportsLine hereby retains all implied warranties available to it under applicable law
7. Inspection of Goods. SportsLine shall have a reasonable time after receipt of Goods before payment to inspect them for conformity hereto, and Goods received prior to inspection shall not be deemed accepted until SportsLine has run an adequate test to determine whether the Goods conform to the specifications hereof. Use of a portion of the Goods for the purpose of testing shall not constitute an acceptance of the Goods. If Goods tendered do not wholly conform with the provisions hereof, SportsLine shall have the right to reject such Goods. Nonconforming Goods will be returned to Vendor freight collect and risk of loss will pass to Vendor upon SportsLine's delivery to the common carrier.
8. Taxes and Records. Vendor shall be solely responsible for filing the appropriate federal, state and local tax forms, including, without limitation, a Schedule C or a Form 1020, and paying all such taxes or fees, including estimated taxes and employment taxes, due with respect to Vendor's receipt of payment under this Agreement. Vendor further agrees to provide SportsLine with reasonable assistance in the event of a government audit. SportsLine shall have no responsibility to pay or withhold from any payment to Vendor under this Agreement, any federal, state or local taxes or fees. SportsLine will regularly report amounts paid to Vendor by filing Form 1099-MISC with the Internal Revenue Service.
9. Independent Contractor. Vendor is an independent contractor for all purposes, without express or implied authority to bind SportsLine by contract or otherwise. Neither Vendor nor its employees, agents or subcontractors ("Vendor's Workers") are agents or employees of SportsLine, and therefore are not entitled to any employee benefits of SportsLine, including but not limited to, any type of insurance. Vendor shall be responsible for all costs and expenses incident to performing its obligations under this Agreement and shall provide Vendor's own supplies and equipment.
10. Insurance. Vendor shall be solely responsible for maintaining and requiring Vendor's Workers to maintain such adequate health, auto, workers' compensation, unemployment compensation, disability, liability, and other insurance, as is required by law or as is the common practice in Vendor's and Vendor's Workers' trades or businesses, whichever affords greater coverage. Upon request, Vendor shall provide SportsLine with certificates of insurance or evidence of coverage before commencing performance under this Agreement. Vendor shall provide adequate coverage for any SportsLine property under the care, custody or control of Vendor or Vendor's Workers.
11. Indemnity. Vendor shall indemnify, hold harmless, and at SportsLine's request, defend SportsLine, its officers, directors, customers, agents and employees, against all claims, liabilities, damages, losses and expenses, including attorneys' fees and cost of suit arising out of or in any way connected with: (i) the Products provided under this Agreement; and (ii) any breach by Vendor of any representation, warranty or covenant set forth in this Agreement. Vendor shall not settle any such suit or claim without SportsLine's prior written approval.
12. Use of Products Enjoined. Should SportsLine's use, or use by its distributors, subcontractors or customers, of any Goods or Services purchased from Vendor be enjoined, be threatened by injunction, or be the subject of any legal proceeding, Vendor shall, at is sole cost and expense, either (a) substitute fully equivalent non-infringing Goods or Services; (b) modify the Goods or Services so that they no longer infringe but remain fully equivalent in functionality; (c) obtain for SportsLine, its distributors, subcontractors or customers the right to continue using the Goods or Services; or (d) if none of the foregoing is possible, refund all amounts paid for the infringing Goods or Services.
13. Confidentiality. For purposes of this Agreement, "SportsLine Confidential Information" means all information disclosed by SportsLine to Vendor, including the terms and conditions of this Agreement or any other agreement between the parties, trade secrets of the parties, any nonpublic information relating to a party's product plans, designs, ideas, concepts, costs, prices, finances, marketing plans, business opportunities, personnel, research, development or know-how and any other nonpublic technical or business information of a party, or other information designated by SportsLine as confidential information. Without limiting the generality of the foregoing, the following information will be deemed to be SportsLine Confidential Information, even if not expressly so marked: the capabilities, technical descriptions and source code (if any) relating to SportsLine's released or unreleased software products or services; the marketing and promotion plans of SportsLine's products or services; SportsLine's financial information and business practices or policies; and SportsLine's customer lists and customer information. SportsLine Confidential Information does not include information that: (i) is now or subsequently becomes generally available to the public through no fault or breach on the part of Vendor; (ii) Vendor can demonstrate to have had lawfully in its possession without an obligation of confidentiality prior to disclosure hereunder; (iii) is independently developed by Vendor without the use of any SportsLine Confidential Information as evidenced by written documentation; or (iv) the Vendor lawfully obtains from a third party who has the right to transfer or disclose it and who provides it without any obligation to maintain the confidentiality of such information. Vendor agrees that it will (a) not disclose, without SportsLine's prior written consent, SportsLine Confidential Information to any third party; (b) use SportsLine Confidential Information only to the extent necessary to perform Vendor's obligations or exercise its rights under this Agreement; (c) disclose SportsLine Confidential Information only to those of its Vendor Workers who need to know such information for purposes of this Agreement and who are bound by confidentiality obligations no less restrictive than this Section 13; and (d) protect all SportsLine Confidential Information from unauthorized use, access, or disclosure in the same manner as it protects its own confidential information of a similar nature, and in no event with less than reasonable care. If Vendor receives notice that it may be required or ordered to disclose any SportsLine Confidential Information in connection with legal proceedings or pursuant to a subpoena, order or a requirement or an official request issued by a court of competent jurisdiction or by a judicial, administrative, legislative, regulatory or self regulating authority or body, it shall cooperate with SportsLine to seek confidential treatment of such Confidential Information and shall uses its best efforts to give the SportsLine sufficient prior written notice in order to contest such requirement or order. Nothing herein shall be construed to impose any obligation to disclose any SportsLine Confidential Information. If this Agreement or any of its terms or any other Confidential Information must be disclosed in connection with legal proceedings or pursuant to a subpoena, order or a requirement or an official request issued by a court of competent jurisdiction or by a judicial, administrative, legislative, regulatory or self regulating authority or body, Vendor shall (i) first give written notice of the intended disclosure to SportsLine, within a reasonable time prior to the time when disclosure is to be made, (ii) consult with SportsLine on the advisability of taking steps to resist or narrow such request, and (iii) if disclosure is required or deemed advisable, cooperate with SportsLine in any attempt that it may make to obtain an order or other reliable assurance that confidential treatment will be accorded to designated portions of the SportsLine Confidential Information or otherwise be held in the strictest confidence to the fullest extent permitted under the laws, rules or regulations of any other applicable governing body. Vendor acknowledges that the unauthorized disclosure or use of SportsLine Confidential Information will cause irreparable harm and significant injury, the precise measure of which may be difficult to ascertain. Accordingly, Vendor agrees that the SportsLine shall have the right to seek injunctive relief from any breach of the confidentiality obligations of this Section 13, in addition to all other rights and remedies to which it may have. Vendor agrees that SportsLine shall retain ownership of all of its SportsLine Confidential Information. Vendor will at the request of SportsLine and in all events upon termination of this Agreement, except to the extent inconsistent with (i) its use in connection with legal proceedings, or (ii) applicable law, regulations, rules or official requests, destroy or return to SportsLine any tangible copies of SportsLine Confidential Information, and permanently delete all electronic copies of SportsLine Confidential Information, in Vendor's possession or control and will certify in writing to SportsLine that it has done so.
14. Proprietary Rights. For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Vendor alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Vendor and sold to SportsLine without having been designed, customized or modified for SportsLine do not constitute Work Product. All Work Product, any Confidential Information of SportsLine and any other materials, products, modifications developed or prepared for SportsLine by Vendor under this Agreement is the property of SportsLine and all title and interest therein shall vest in SportsLine and shall be deemed to be a "work made for hire" and made in the course of the Services rendered hereunder. To the extent that title to any such works may not, by operation of law, vest in SportsLine or such works may not be considered works made for hire, all right, title and interest therein are hereby irrevocably assigned by Vendor to SportsLine. All such materials shall belong exclusively to SportsLine having the right to obtain and to hold in its own name, copyrights, registrations or such other protection as may be appropriate to the subject matter, and any extensions and renewals thereof. Vendor shall provide SportsLine and any person designated by SportsLine, any reasonable assistance required to perfect the rights defined in this Section 14. Vendor will ensure that Vendor's Workers appropriately waive any and all claims and assign to SportsLine any and all rights or interests in any Work Product or original works created in connection with this Agreement. Vendor irrevocably agrees not to assert against SportsLine or its direct or indirect customers, assignees or licensees any claim of any intellectual property rights of Vendor affecting the Work Product.
15. Term; Termination and Survival. This Agreement shall commence on the Effective Date and run through and include the delivery of all Goods and/or Services as set forth in the applicable SportsLine PO and in accordance with this Agreement, unless earlier terminated as provided for herein. SportsLine may terminate this Agreement upon written notice to Vendor if Vendor fails to perform or otherwise breaches this Agreement, files a petition in bankruptcy, becomes insolvent, or dissolves. In the event of such termination, SportsLine shall pay Vendor for the portion of the Services satisfactorily performed and those conforming Goods delivered to SportsLine through the date of termination, less appropriate offsets, including any additional costs to be incurred by SportsLine in completing the Services. SportsLine may terminate this Agreement, or any Service(s), for any or no reason upon thirty (30) days written notice to Vendor. Vendor shall cease to perform Services and/or provide Goods under this Agreement on the date of termination specified in such notice. In the event of such termination, SportsLine shall be liable to Vendor only for those Services satisfactorily performed and those conforming Goods delivered to SportsLine through the date of termination, less appropriate offsets. Upon the expiration or termination of this Agreement for any reason: (a) each party will be released from all obligations to the other arising after the date of expiration or termination, except for those which by their terms survive such termination or expiration; and (b) Vendor will promptly notify SportsLine of all SportsLine Confidential Information or any Work Product in Vendor's possession and, at the expense of Vendor and in accordance with SportsLine's instructions, will promptly deliver to SportsLine all such SportsLine Confidential Information and/or Work Product. Sections 6, 9, 10, 11, 12, 13, 14, 16, 18, 19, 20, 21, 22, 23 and 24 shall survive the expiration or earlier termination of this Agreement.
16. Remedies. If Vendor breaches this Agreement, SportsLine shall have all remedies available by law and at equity. For the purchase of Goods, Vendor's sole remedy in the event of breach of this Agreement by SportsLine shall be the right to recover damages in the amount equal to the difference between market price at the time of breach and the purchase price specified in the Agreement. No alternate method of measuring damages shall apply to this transaction. Vendor shall have no right to resell Goods for SportsLine's account in the event of wrongful rejection, revocation of acceptance, failure to make payment or repudiation by SportsLine and any resale so made shall be for the account of Vendor.
17. Force Majeure. SportsLine shall not be liable for any failure to perform including failure to (i) accept performance of Services or, (ii) take delivery of the Goods as provided caused by circumstances beyond its control which make such performance commercially impractical including, but not limited to, acts of God, fire, flood, acts of war, government action, accident, labor difficulties or shortage, inability to obtain materials, equipment or transportation. In the event SportsLine is so excused, either party may terminate the Agreement and SportsLine shall at its expense and risk, return any Goods received to the place of shipment.
18. Severability. If any provision of this Agreement shall be deemed to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
19. Limitation of Liability. IN NO EVENT SHALL SPORTSLINE BE LIABLE TO SELLER OR SELLER'S WORKERS, OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT, WHETHER OR NOT SPORTSLINE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
20. Assignment; Waiver. Vendor may not assign this Agreement or any of its rights or obligations under this Agreement, without the prior written consent of SportsLine. Any assignment or transfer without such written consent shall be null and void. This Agreement shall inure to the benefit of, and be binding upon, the successors and assigns of SportsLine without restriction. A waiver of any default hereunder or of any term or condition of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or any other term or condition.
21. No Exclusivity. This is not an exclusive agreement. SportsLine is free to engage others to perform Services or provide Goods the same as or similar to Vendor's.
22. Notices. All notices or other communications hereunder shall be in writing and shall be deemed to be given or made when received (or upon refusal of delivery) by overnight courier, U.S. mail, registered or certified, first class, postage prepaid, or confirmed facsimile (with a copy via one of the aforementioned forms of delivery promptly thereafter) to the address or addresses set forth in the SportsLine PO or such other address or addresses as either party may designate in writing to the other in accordance with this Section 22:
23. Governing Law. This Agreement shall be construed in accordance with, and disputes shall be governed by, the laws of the State of Florida, excluding its conflict of law rules. The courts in Broward County, Florida shall have jurisdiction and venue over all controversies arising out of, or relating to, this Agreement. The applicability of the UN Convention on Contracts for the International Sale of Goods is hereby expressly waived by the parties and it shall not apply to the terms and conditions of this Agreement.
24. Entire Agreement; Modification. This Agreement is the complete, final and exclusive statement of the terms of the agreement between the parties and supersedes any and all other prior and contemporaneous negotiations and agreements, whether oral or written, between them relating to the subject matter hereof. This Agreement may not be varied, modified, altered, or amended except in writing, including a SportsLine PO or a change order issued by SportsLine, signed by the parties. The terms and conditions of this Agreement shall prevail notwithstanding any variance with the terms and conditions of any acknowledgment or other document submitted by Vendor.
25. Time is of the Essence. Vendor acknowledges and agrees that time is of the essence in the performance of its obligations hereunder.