UNIVERSAL SERVICE AGREEMENT
This
Universal Service Agreement (the “Agreement”) is entered into by and
between Eagle IP, LLC and its affiliated companies and its service offerings
(including but not limited to Freenet.com, RadioFreeNet.com), (“Eagle”),
and the content Customer agreeing to these terms (“Customer”) and/or the
content listener user agreeing to these terms (“User”), all collectively
referred to as the Parties (“Parties”). This Agreement is effective as of the
moment that the Parties access and navigate Eagle and its affiliated companies’
websites (the “Effective Date”) and/or dial and connect to Eagle’s
dedicated phone numbers. Every time the Customer and/or User connects to Eagle’s
phone numbers and/or navigates Eagle’s websites, the Customer and/or User is
agreeing to this Agreement. If you are accepting these terms on behalf of your
employer or another entity of the Parties, you hereby represent and/or warrant
that: (i) you have full legal authority to bind your
employer, or the applicable entity, to these terms and conditions; (ii) you have
read and understand this Agreement; and (iii) you agree, on behalf of the
respective party that you represent, to this Agreement. If you do not have the
legal authority to bind your employer or the applicable party entity, and/or do
not agree to the terms of the Agreement,immediately leave the website by closing the window, and do not click on the links,
hyperlinks, buttons, which are part of the website. If you are a listener to
Eagle’s dedicated phone numbers, and you do not have the legal authority to
bind your employer or the applicable party entity, and/or do not agree to the
terms of the Agreement, immediately discontinue the call by hanging up. This
Agreement governs any and/or all of the services developed by Eagle, as they
are defined below.
Scope
of Engagement
A.
Under this Agreement, User is utilizing Eagle’s dedicated phone number(s),
Eagle’s broadcasting servers, and/or Eagle’s radio station website(s) to listen
to desired audio content.
B.
Eagle is broadcasting this content through a specific radio station’s live URL
feed or prerecorded audio file stored in an online storage service in the
cloud.
C.
Eagle is hosting and/or broadcasting the Customer’s live content.
D.
Eagle is displaying information on the dedicated radio webpage as per available
content and provided information of the respective radio station.
E.
Under this Agreement, Customer will (i) provide an
online internet stream URL or upload content by/from which Eagle and/or its
assignees and/or contractors will relay the audio feed (live or pre-recorded)
and stream the same via the broadcast phone servers located at its cloud Universal
Service Agreement, Last Modified: April 10, 2015, Eagle IP, LLC facilities, to
re-broadcast or terminate Customer’s inbound voice traffic. All audio or
content or announcement traffic will only be played through the Eagle
designated phone numbers.
F.
Customer will not allow itself or any other provider to stream the content over
the phone lines, similar to Eagle’s services. This does not prohibit Customer
to stream its content via Internet, traditional Customer waves, TV, or Mobile
broadband.
General
Terms to the Agreement
All
parties to the agreement agree to:
1) All
respective and relevant carrier rules, regulations and policies.
2) Maintain
the terms of this agreement and its contents confidential in similar manner as
it would safeguard its own information.
3) Parties
shall comply with any subpoena, judicial orders, federal communication commission
requests, or any other law enforcement and government related requests.
4) Parties
agree that each party will be responsible for its own patents or copyrights or
any other Intellectual Property. Furthermore, both parties will hold the other
harmless for its own actions.
5) The
parties agree that the terms of this agreement are fair to one another, and
shall be construed as if both parties simultaneously created the agreement,
without preference or influence upon either party.
6) The
Parties are free to assign their individual duties and obligations to a 3rd party,
without prior approval from the other party.
7) Parties
agree that Eagle solely owns the assigned phone number/s.
8) Eagle
shall not be responsible for providing and/or maintaining a steady, stable
and/or consistent stream of audio via URL to enable Eagle to re-broadcast/relay
over the phone lines.
9) Eagle
shall not be responsible for the successful upload of clean and clear audio
files on to Eagle’s cloud servers where relevant and/or necessary.
10) Eagle
shall not be responsible for formatting any and/or all files to confirm with acceptable
audio formats.
11) Under
no uncertain and/or ambiguous terms, Eagle shall not review any of the uploaded
or broadcasting content.
12) Under
no uncertain and/or ambiguous terms, Eagle shall not monitor nor police any of the
live and broadcasting content.
13) Eagle
may extract and indefinitely store User data, including but not limited to
phone number, geographic location and/or name of account holder, for future use
at Eagle’s sole discretion.
14) User
acknowledges there may be inappropriate content, both pre-recorded and through alive broadcast, unsuitable for minors, which Eagle has no
prior knowledge of nor intention to review prior to
distribution to Users.
15) User
and Customer acknowledge and consent that Eagle may collect any and all User and/or
Customer data through the use of third-party and/or first-party cookies
technology.
16) User
and Customer acknowledge and consent that Eagle may utilize other types of data
mining technology as may become available and/or implemented, other than
cookies, to gather User and/or Customer data.
17) The
views and opinions expressed in the podcast and live content shall not be
considered those of Eagle’s views or opinions, regarding same issues.
18) Eagle
shall not be responsible for the accuracy and/or completeness of the radio
station’s content on the FreeNET.com website.
19) Customer
and User agree that the services are provided without any warranty whatsoever and
User and/or Customer assume all risk associated with using or broadcasting or calling
Eagle services.
20) Eagle
shall not be responsible for the upkeep and/or errors attributed to server
inadequacies, malfunction, or failure during the storage and/or broadcast of
User any content.
Obligations
of Customer
21) The
Parties agree that Customer shall provide steady, stable and consistent stream
of audio via URL to enable Eagle to re-broadcast over the phone lines.
22) Incase of podcast or messages, Customer shall
take responsibility to upload clean and clear audio files on to Eagle cloud
servers. Customer shall be solely responsible for formatting any and/or all
files to confirm with acceptable audio formats, as solely determined by Eagle.
23) The
Parties agree that Customer shall be free to market the phone number(s) or the assigned
stream URL(s) assigned by Eagle through various available media sources at its own
expense.
24) The
Parties agree that Customer shall continue to provide its services as it is
currently providing over the internet which will be accessed by Eagle servers.
25) Any
change(s) to the URL shall be promptly reported and updated by Customer in its portal
so that Users are not inconvenienced.
26) Customer
shall be solely responsible for ensuring their URL is properly functioning and streaming
content.
27) The
Parties agree that Customer shall maintain all necessary licenses for its
content for the USA market or any other market in which it wishes to market its
phone number or stream URL.
28) In
the case of streaming content, Customer agrees to maintain a steady quality
stream to enable Eagle websites to carry and broadcast the stream.
29) Customer
represents and warrants that Customer owns or has the necessary licenses, rights,
consents, and permissions to publish content through the URL.
30) Customer
agrees to provide non-exclusive licenses to Eagle, comprising but not limited to
all patent, trademark, trade secret, copyright or other proprietary rights in,
and to such content for publication on the Eagle service pursuant to this
agreement.
31) Customer
agrees that Eagle shall be allowed to re-license and/or sub-license such Customer
patent, trademark, trade secret, copyright or other proprietary rights, as Customer
has licensed to Eagle per term 30.
32) Customer
shall comply with FCC rules as outlined at FCC.Gov and any new changes, modifications,
and/or additions to said rules and or regulations, or rule of any country and/or
nation, which may be applicable.
33) The
Parties agree that Customer shall not circumvent Eagle to deal directly with
its vendors, employees, and/or agents, or seek to hire employees of Eagle
during this Agreement and for a period of 5 years after termination.
34) The
Parties agree that Customer shall not add additional phone lines or phone
number/s to broadcast or re-broadcast the media or content, or allow any vendor
to enable telephone based broadcast or announcement of its media through
telephone network without prior written consent from Eagle.
35) Customer
will continue to keep all the advertisement revenue it is currently receiving from
its advertisers.
36) Customer
shall be solely responsible for the content that it broadcasts to Users, and
shall provide user-friendly content.
37) Customer
agrees to indemnify Eagle for any disputes arising from the content that the Customer
has broadcast, using Eagle’s services.
38) Customer
agrees that Eagle shall be allowed to broadcast an advertisement, powered by Eagle
and/or Eagle’s affiliates at the beginning of each broadcast, the revenue of
which shall belong solely to Eagle.
39) Customer
agrees that the provided telephone number is non-portable and for use with the Eagle
network only, and shall solely and always remain with Eagle or its assignees.
40) During
the term of this agreement, Customer will maintain all necessary music or intellectual
property rights.
41) Customer
grants Eagle a license to store, stream, play and/or hold searchable content on
Eagle servers.
42) Customer
agrees that Eagle may store searchable content on Eagle servers with services to
be viewed or played or heard by Customer callers.
43) Customer
Agrees that Eagle shall retain the sole and exclusive right to control or
direct the manner or means by which the content is stored and/or catalogued and
may subcontract any or all of its obligations and rights under this Agreement.
44) Customer
agrees not to attempt to: (i) disassemble, reverse
engineer, decompile, or otherwise attempt to derive source code from the Eagle
broadcasting software or modify, adapt, create derivative works based upon, or
translate the Software or Documentation; (ii) copy, install or use the Software
or Documentation on any of its computer systems, servers, or networks; or (iii)
transfer, lease, loan, resell for profit, distribute or otherwise grant any
rights in the software or documentation in any form to any other party, including
commercial time-sharing, rental, or service bureau use.
45) Eagle
is not granting Customer any rights whatsoever in the Eagle software source
code. All rights, title, and interest, including all Intellectual Property
rights in the Software belong to respective third parties from whom Eagle has
licensed the Eagle Software and Documentation and/or Intellectual Property
which Eagle has created by enhancements or modifications to the third party
software (Eagle owns any such Intellectual Property created by Eagle), as well
as any updates, upgrades or modifications thereof, or in any ideas,
know-how, and programs developed by Eagle or its licensors during the course of
performance of the Services shall remain the sole and exclusive property of
Eagle and/or its licensors.
46) Customer
expressly agrees without hesitation or reservation, that any and/or all
guidance and/or suggestions for improvements, updates, error-fixes, upgrades,
and/or modifications made by the Customer, which Eagle may or may not implement
into the Service(s), shall hereby be assigned to Eagle and completely be owned
by Eagle.
47) Customer
and User agree not to use or launch any automated system, including without limitation,
"robots," "spiders," or "offline readers," that
accesses the services provided by Eagle in a manner that sends more request
messages to the Eagle servers in a given period of time than a human can
reasonably produce in the same period by using a conventional on-line web
browser.
48) Customer
and User agree not to collect or harvest any personally identifiable
information, including account names from Eagle, nor to use the communication
systems provided for any commercial solicitation purposes, unless prior
authorization is obtained in writing.
49) Customer
expressly agrees that all rights, title, and interest, including all
Intellectual Property rights, in any ideas, know-how, and software developed by
Eagle or its vendors or its licensors during the course of performance of the
agreement shall remain the property of Eagle or its vendors or its licensors.
All rights not specifically granted to the Customer shall be exclusively
reserved to Eagle.
50) Customer
hereby grants Eagle a worldwide, non-exclusive, royalty-free, sub-licensable and
transferable license to use, reproduce, distribute, prepare derivative works
of, display, and perform the content in connection with the Eagle service and
Eagle’s business, including without limitation for promoting and redistributing
part or all of the Service (and derivative works thereof) in any media formats
and through any media channels.
51) Customer
hereby grants each User of the Eagle service a non-exclusive license to access content
through the Eagle Service, and to use, reproduce, distribute, display and
perform such content as permitted through the functionality of the service and
under this agreement.
52) Customer
agrees that any content will not contain third party copyrighted material, or material
that is subject to other third party proprietary rights, unless you have
permission from the rightful owner of the material or you are otherwise legally
entitled to post the material and to grant Eagle all of the license rights
granted herein.
53) Customer
agrees to follow any and all necessary protocols set forth by Eagle, to modify and/or
remove a radio station from FreeNET’s network and
related services.
54) Customer
agrees to use its best efforts to protect the trade secrets, know-how, source
code or structure underlying the Eagle software and provide no access to the
same by any third party at any time.
55) Customer
agrees that it will not directly or indirectly develop or assist in the
development of a competitive product or service, and that the sole use of the
Eagle software by Customer shall be solely for Customer’s own content streaming
needs.
Obligations
of User
56) User
shall use the audio listening service and dedicated phone number as intended.
57) User
may access content through Eagle for personal use solely as intended through
the provided functionality of Eagle as permitted under this agreement. User
shall not download any content unless explicitly granted permission by Eagle.
58) User
shall not copy, reproduce, distribute, transmit, broadcast, display, sell,
license, or otherwise exploit any content for any other purposes without the
prior written consent of Eagle.
59) Eagle
reserves all rights not expressly granted in and to the Service and the
Content.
60) The
Parties agree that User shall not add additional phone lines or phone number(s)
to broadcast the media or content
61) User
agrees that Eagle shall be allowed to broadcast an advertisement, at the
beginning of each broadcast, the revenue of which shall belong solely to Eagle.
In addition Eagle may insert its logo such as “powered by Eagle” as a preamble.
62) Parties
agree that Eagle shall have sole discretion to determine said length and
content of the advertisement.
63) User
agrees that the provided telephone number is non-portable, for use with the
Eagle network only, and shall solely and/or always remain with Eagle.
64) User
Agrees that Eagle shall retain the sole and exclusive right to control or
direct the manner or means by which the content is stored and/or catalogued and
may subcontract any or all of its obligations and rights under this Agreement.
65) User
agrees not attempt to: (i) disassemble, reverse
engineer, decompile, or otherwise attempt to derive source code from the Eagle
broadcasting software and/or website and/or web pages or modify, adapt, create
derivative works based upon, or translate the Software or Documentation; (ii)
copy, install or use the Software or Documentation on any of its computer
systems, servers, or networks; or (iii) transfer, lease, loan, resell for
profit, distribute or otherwise grant any rights in the software or
documentation in any form to any other party, including commercial
time-sharing, rental, or service bureau use.
66) User
agrees that Eagle is not granting User any rights whatsoever in the Eagle
software and website and/or webpage source code. All rights, title, and
interest, including all Intellectual Property rights in the Software belong to
respective third parties from whom Eagle has licensed the Eagle Software and
Documentation and/or Intellectual Property which Eagle has created by
enhancements or modifications to the third party software (Eagle owns any such
Intellectual Property created by Eagle), as well as any updates, upgrades or
modifications thereof, or in any ideas, know-how, and programs developed by
Eagle or its licensors during the course of performance of the Services shall
remain the sole and exclusive property of Eagle and/or its licensors.
67) User
expressly agrees and assigns to Eagle without hesitation or reservation, that
any and/or all guidance and/or suggestions for improvements, updates,
error-fixes, upgrades, and/or modifications made by the User, which Eagle may
or may not implement into the Service(s), shall all be owned by Eagle.
68) User
expressly agrees that all rights, title, and interest, including all
Intellectual Property rights, in any ideas, know-how, and software developed by
Eagle or its vendors or its licensors during the course of performance of the
agreement shall remain the property of Eagle or its vendors or its licensors.
All rights not specifically granted to the User shall be exclusively reserved
to Eagle.
69) User
agrees to use its best efforts to protect the trade secrets, know-how, source
code or structure underlying the Eagle software and provide no access to same
by any third party at any time.
70) User
agrees that it will not directly or indirectly develop or assist in the
development of a competitive product or service, and that the sole use of the
Eagle software by User shall be solely for User’s own listening needs and
preferences.
Obligations
of Eagle
71) By
agreeing to these terms, Customer agrees that Eagle may provide a valid and dedicated
phone number for the User to dial and access audio content.
72) The
Parties agree that Eagle shall provide at its preferred server location, an
adequate number of telephone lines at its sole discretion, to answer calls and
allow said callers to Universal Service hear the pre-recorded content or live
media over the telephone lines. The total number of lines at the location shall
be determined solely by Eagle, at its own discretion.
73) The
Parties agree that Eagle, as it is reasonably able to, may provide necessary
bandwidth to allow radio station and/or pre-recorded content through the
Internet to be streamed over the telephone lines.
74) The
Parties agree that Eagle shall be held harmless from fluctuations in bandwidth,
and resulting restrictions or loss or decrease in service that are outside of
Eagle’s control.
75) Eagle
shall provide a dedicate webpage to display the respective radio station’s information,
as Eagle solely deems appropriate and relevant.
Additional
General Terms and Termination:
76) The
Parties unequivocally agree that any ambiguous terms shall be construed and interpreted
according to widely accepted telecom industry standards.
77) If
any provision of this Agreement is invalid or unenforceable under applicable
law, that provision shall be ineffective only to the extent of such invalidity,
without affecting the remaining parts of the provision or the remaining
provisions of this Agreement.
78) If
feasible, the Parties agree to negotiate any such invalid or unenforceable
provision to the extent necessary to render such part valid and enforceable.
79) The
Parties agree that this Agreement shall be governed by, interpreted, and
construed in accordance with the laws of the State of New York, where
applicable and relevant.
80) In
accordance with any disputes being adjudicated in the State of New York,
Parties agree that courts in the city of New York shall have jurisdiction,
where applicable and relevant.
81) The
failure of either Party to provide notice of default and/or anticipatory
repudiation, and/or insist upon compliance with any term or condition of this
Agreement shall not constitute a waiver of the default or of any term or
condition of this Agreement.
82) The
Parties agree that neither party shall be liable for any failure of or delay in
the performance of this Agreement for the period that such failure or delay is
due to causes beyond its reasonable control, including but not limited to acts
of God, war, strikes, or labor disputes, embargoes, government orders or any
other force majeure event.
83) The
Parties agree this Agreement comprises the complete and exclusive statement of
the agreement of the Parties and supersedes all previous statements,
representations, and agreements, oral or written, concerning the subject matter
hereof. The Parties agree that Universal Service Agreement, Last Modified:
April 10, 2015, Eagle IP, LLC there are no additional agreements or terms,
whether written and/or oral, which may create a conditional precedent and/or
conditional subsequent.
84) The
Parties, hereby agree that this entire agreement and all terms herein are
copyrighted. Without the express written consent of Eagle IP and/or its
affiliated companies, User is strictly prohibited for copying, and/or cutting
and pasting, any section of this agreement for future use.
85) User
and Customer agree that all services provided by Eagle shall be without any warranties
and/or guarantees, regardless whether stated expressly or implied in the agreement.
86) User
and Customer assume all risk associated with the use of Eagle’s software and/or
services.
87) User
and Customer agree to hold Eagle harmless from any and all liability of every
kind and nature, including reasonable legal fees and costs, which Eagle may
incur as a result of Eagle’s software, and/or the information and content
passing through and being broadcast through said Eagle software.
88) Eagle
may collect privacy information such as identifiable data to provide better
service to users such as cookies. Such Internet identifiable data will be used
to program personalized portals and to allow users to listen to previously
listened streams and to create user liable content or channels.
Universal
Service Agreement, Last Modified: April 10, 2015, Eagle IP, LLC