UNIVERSAL SERVICE AGREEMENT
This Universal Service Agreement (the “Agreement”) is entered into by and between Ea
gle IP, LLC and its affiliated companies and its service offerings (including but not limit
ed to FMNoMore.com, RadioFreeNet.com, Freenet.com), (“Eagle”), and the content Cus
tomer agreeing to these terms (“Customer”) and/or the content listener user agreeing to t
hese terms (“User”), all collectively referred to as the Parties (“Parties”). This Agreeme
nt is effective as of the moment that the Parties access and navigate Eagle and its affiliate
d companies’ websites (the “Effective Date”) and/or dial and connect to Eagle’s dedicate
d phone numbers. Every time the Customer and/or User connects to Eagle’s phone numb
ers and/or navigates Eagle’s websites, the Customer and/or User is agreeing to this Agree
ment. If you are accepting these terms on behalf of your employer or another entity of th
e Parties, you hereby represent and/or warrant that: (i) you have full legal authority to bin
d your employer, or the applicable entity, to these terms and conditions; (ii) you have rea
d and understand this Agreement; and (iii) you agree, on behalf of the respective party tha
t you represent, to this Agreement. If you do not have the legal authority to bind your em
ployer or the applicable party entity, and/or do not agree to the terms of the Agreement, i
mmediately leave the website by closing the window, and do not click on the links, hyper
links, buttons, which are part of the website. If you are a listener to Eagle’s dedicated pho
ne numbers, and you do not have the legal authority to bind your employer or the applica
ble party entity, and/or do not agree to the terms of the Agreement, immediately discontin
ue the call by hanging up. This Agreement governs any and/or all of the services develop
ed 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 br
oadcasting servers, and/or Eagle’s radio station website(s) to listen to desired audio conte
nt.
B. Eagle is broadcasting this content through a specific radio station’s live URL feed or
pre-recorded 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 conte
nt and provided information of the respective radio station.
E. Under this Agreement, Customer will (i) provide an online internet stream URL or upl
oad content by/from which Eagle and/or its assignees and/or contractors will relay the au
dio feed (live or pre-recorded) and stream the same via the broadcast phone servers locate
d at its cloud 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 designate
d phone numbers.
F. Customer will not allow itself or any other provider to stream the content over the pho
ne 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.
Universal Service Agreement, Last Modified: April 10, 2015, Eagle IP, LLC
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 a live 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 fmnomore.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
Universal Service Agreement, Last Modified: April 10, 2015, Eagle IP, LLC
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,
Universal Service Agreement, Last Modified: April 10, 2015, Eagle IP, LLC
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
Universal Service Agreement, Last Modified: April 10, 2015, Eagle IP, LLC
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, sublicensable 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 FMNoMore’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
Universal Service Agreement, Last Modified: April 10, 2015, Eagle IP, LLC
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
Universal Service Agreement, Last Modified: April 10, 2015, Eagle IP, LLC
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 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,
Universal Service Agreement, Last Modified: April 10, 2015, Eagle IP, LLC
representations, and agreements, oral or written, concerning the subject matter
hereof. The Parties agree that 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 likable content or channels.
Universal Service Agreement, Last Modified: April 10, 2015, Eagle IP, LLC