In this Agreement, "We". "Ours". or "Us" means Ingress Audio, LLC (dba Citadel FM located at 18 Shipyard Dr. Suite 2A Hingham, MA 02482 and their affiliates. "You" or "Yours" refers to the applicant(s) who sign this Agreement and request to receive digital audio service ("Services") from CITADEL FM.
1. Scope of Agreement. We agree to provide, and You agree to play in your Venues, Digital Audio Radio. and Podcast (s) ("FEED") under the terms and conditions of this Agreement We will not be obligated to continue providing service to You unless You comply with the terms and conditions contained in this Agreement Provision of Radio and Podcast to You depends upon the availability of the required equipment and bandwidth, and We may substitute. change, or rearrange the methods to provide the Feed to You if We feel it is necessary for any reason.
2. Use. You may use the FEED for any lawful purpose. However, You may not interfere with or impair service or the privacy of any other person's communication over Our system. WE MAY IMMEDIATELY SUSPEND, TERMINATE, OR OTHERWISE INTERRUPT YOUR SERVICE IF WE HAVE REASON TO BELIEVE THAT YOU HAVE USED THE SERVICE IN VIOLATION OF THE DIGITAL MILLENNIUM COPYRIGHT ACT ("DMCA") OR OTHER LAWS, OR IN VIOLATION OF ANY BOARD POLICY ESTABLISHED BY THE CITADEL FM MANAGEMENT The CITADEL FM MANAGEMENT may establish or alter its policies regarding acceptable use ofthe Services, and You agree that Your Service is subject to those policies as they may be amended from time to time. We will inform You if those policies change. and You will have the right to discontinue Service if You do not wish to comply with current policies.
3.Service Feed Date and Term. This Agreement shall take effect when it is signed and shall continue in effect for as long as you digitally play the Feed from Us. CITADEL FM may discontinue the Feed to your Venue at any time or for any reason CITADEL FM reserves the right to discontinue its broadcast service Feed for Digital Radio or Podcast at any time and at its sole discretion.
4.Royalties and Fees. CITADEL FM shall be responsible for payment of all Royalties of music or content played over theFeed. You shall not be obligated to pay any fees, set up fees, or other payments unless agreed to by both parties in writing.
5. Customer Responsibilities. You will be provided a Feed via a mutually agreed method for your location. You are responsible for
providing adequate internet bandwidth to run the service. You might be provided with equipment necessary to run the feed by CITADEL FM. Any equipment provided to you remains property of CITADEL FM.
6. Equipment. Upon disconnection of the Services, You agree to return the Citadel FM equipment, if provided by Citadel FM. Citadel FM will arrange to pick up the screens at your location and you will provide all reasonable cooperation necessary in order to effect a
timely return of the Equipment.
7. Limitation of Liability. Your sole and exclusive remedy under this Agreement for any breach by Us shall be to terminate this Agreement. IN NO EVENT SHALL INGRESS AUDIO, LLC (d/b/a CITADEL FM), OR THEIR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, RELIANCE, PUNITIVE OR ENHANCED DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, OR BUSINESS HARM) ARISING OUT OF OR RELATING TO THE SERVICES OR CITADEL FM'S PERFORMANCE OR NONPERFORMANCE UNDER THIS AGREEMENT.
8. Termination. Notwithstanding anything contrary to the terms herein, both parties have the absolute right to terminate this Agreement for any reason at any time, but all Fees for Services You are owed at the time You terminate shall become due and
payable in the normal course of business. Except for situations covered by Section 2 of this Agreement, We may terminate this Agreement at any time for breach of this Agreement or misuse of the Feed.
9. Indemnity. If any claims are made against Us that were caused by Your use of the Services in a manner contrary to the terms set forth herein, You will be responsible for all costs arising from that claim, and You will reimburse Us for Our defense of the claim and any reasonable costs We pay as a result. If any claims are made against You that were caused by Your use of the Services ina manner consistent with the terms set forth herein (e.g., a claim for copyright infringement relating to the Feed We will indemnify. defend and hold You harmless from and against any and all liability, loss, damages, expenses, court costs, and attorneys' fees in connection with, arising out of directly or indirectly, or related to said claims.
10. Assignment You may not assign this agreement to any other person. We retain the right to assign this Agreement to an affiliate or another party.
11. Warranties. WE MAKE NO WARRANTIES OR REPRESENTATIONS EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE.
12. Governing Law. This agreement shall be governed by the laws of the Commonwealth of Massachusetts. Both parties agree to waive their rights to a Jury Trial. Any dispute shall be held in Suffolk County in the Commonwealth of Massachusetts.
13. Confidentiality. The Parties to this Agreement may not disclose to any third party. the use of the works, know-how. trade secrets, vendors, suppliers, terms of this agreement. pricing. revenues engaged by You with CITADEL FM without the other party's written consent. Neither Party may sell, nor disclose with any third party any proprietary or confidential information acquired by them in the course of their engagement with the other, without the written consent of the other party.