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