Exhibit 10.4
Web Audio & Radio Portal, Inc.
XxxxXxxxx.XXX
Service Agreement
This Service Agreement is entered into on this _________ of_____________ 1999,
by Web Audio & Radio Portal, Inc., a Colorado Corporation, hereinafter referred
to as XxxxXxxxx.xxx, and
____________________________________ ,hereinafter referred to as Buyer.
XxxxXxxxx.xxx will provide the Buyer the BASIC PACKAGE consisting of:
1) Up-to-date, searchable listing
2) Functional web page
3) 24-hour, 7-day-week live streaming
4) Coverage of ASCAP and BMI FEES
In Exchange, Buyer agrees to provide XxxxXxxxx.xxx the following:
1) Two (2) minutes of promotional announcements per day between the hours
of 6:00AM - 7:00PM,Monday through Sunday
2) Provide a Traffic Report/Schedule and affidavits for proof of performance.
3) Place a visible XxxxXxxxx.xxx logo next to the streaming link on buyer's
web-page, should they have one.
Terms and Conditions
Term: The term of this Agreement shall commence on the Effective Date and shall
continue for the period of 12 (twelve months). The Term shall automatically
renew for the term set forth herein at expiration of the initial Term unless
notice by either party to amend the Agreement is received by the other party at
least 30 days in advance of expiration date of the contract. If Buyer terminates
contract prior to expiration date, buyer is liable for 50% of the remaining
Promotional Announcements for the remaining contract period.
Definitions: Whereas up-to-date, searchable listing will be a listing on
XxxxXxxxx.xxx including the following profile information: call letters, format,
frequency, power, business address, market city and state, city and state of
license, business phone, business fax, general manager, program director, sales
manager, news director, owner, alias and streaming link. If applicable, listing
will also include the Buyer's external website address. The buyer hereby
understands that the password given by XxxxXxxxx.xxx will grant access to the
Buyer's information on XxxxXxxxx.xxx and must be self-administered by the Buyer
to maintain the Buyer's accurate listing. Any further development, variations
and/or requirements for the up-to-date, searchable listing shall warrant an
amendment to this agreement and the exchange herein.
Whereas functional web page will be limited to the profile information, the
Buyer's logo, provided by the Buyer, a 200-word paragraph of promotional text,
provided by the Buyer, and a pre-made template, provided by XxxxXxxxx.xxx. Any
further development, variations and/or requirements for the functional web page
shall warrant an amendment to this agreement and the exchange herein. Any
production, programming and/or design requested by the Buyer will result in $1
40/hour contracting fees and/or additional minutes of promotional announcements.
Whereas 24-hour, 7-day-week live streaming includes the understanding between
the Buyer and XxxxXxxxx.xxx that the 24-hour, 7-day-week streaming will be
available as long as the Buyer's encoded stream is provided to XxxxXxxxx.xxx's
server(s) 24-hour, 7-day-week. There currently is no arbitrary limit to the
number of simultaneous listeners receiving the Buyer's encoded stream from the
XxxxXxxxx.xxx server(s). If the Buyer already has a website, they must include
the Xxxxxxxxx.xxx logo on that such site. Any further development, variations
and/or requirements for 24-hour, 7-day-week live streaming shall warrant an
amendment to this agreement and the exchange herein. Any production, programming
and/or design requested by the Buyer will result in $1 40/hour contracting fees
and/or additional minutes of promotional announcements.
Revised 10/15/99
Page 1
Web Audio & Radio Portal, Inc.
XxxxXxxxx.XXX
Service Agreement
Whereas coverage of ASCAP and BMI fees shall mean XxxxXxxxx.xxx will have sole
responsibility for any or all ASCAP and BMI fees. This is only applicable when
the streaming access is from XxxxXxxxx.xxx's server(s).
Whereas 2 minutes of Promotional Announcements per Day between the hours of
6:00AM - 7:00PM, Monday through Sunday shall mean the Buyer allocates a minimum
of two (2) minutes of promotional announcements to XxxxXxxxx.xxx between the
hours of 6:00 a.m. to 7:00 p.m., Monday through Sunday, every week for the
length of this agreement. Any variation in time or allocation shall warrant an
amendment to this agreement and the exchange herein.
Whereas Provide a Traffic Report/Schedule and affidavits for proof of
performance shall mean the Buyer will be responsible with supplying the
necessary reports, schedules and affidavits required to prove the allocation of
the two (2) minutes of promotional announcements.
Effective Date of Service: The effective date of the Service shall be the date
on which the Buyer is able to transmit broadcasting to WarpRadio.coin servers.
The date shall be no later than 60 days from the date of this Agreement. If
after 90 days the Buyer is unable to transmit audio, the Buyer may terminate the
Service for inactivity with no penalty.
Service Usage Restriction: The service may not be used in violation of any
community standards, accepted Internet policy, laws or regulations of local,
state, or Federal governments or Agencies thereof, or international treaty.
Actions such as, but not limited to, misuse of copyrighted, patented or
protected materials, use of the service for defamatory, threatening or obscene
purposes, and the mass distribution of any message on an intrusive basis to
users of the Internet, is prohibited and any such violations may be grounds for
termination of the service.
Network Security: The Internet is not a secure network. Confidential or
sensitive information should not be transmitted over the Internet. XxxxXxxxx.xxx
does not assume responsibility for loss or theft of information transmitted over
the Internet.
Telecom Charges not included: The service provided herein is exclusive of all
other telecommunications services which may be required to establish connection
for the Buyer to XxxxXxxxx.xxx. All such costs and associated terms and
conditions required by the telecommunications company are in addition to
XxxxXxxxx.xxx and shall be directly between the Buyer and the telecommunications
provider.
Equipment: All guarantees and warrantees for hardware and software products are
those provided by the manufacturer. XxxxXxxxx.xxx provides no guarantees or
warrantees beyond that offered by the manufacturer unless explicitly stated in
writing. In no case shall XxxxXxxxx.xxx be liable for consequential damages from
hardware or software problems, not excluding the Buyer's computer, internet
connection as well as any technical difficulties the Buyer has with encoding the
stream.
Liability: In no event shall XxxxXxxxx.xxx be liable for the quality or content
of the Buyer's encoded stream. In no event shall either party be liable to the
other party for any incidental or consequential damages of any nature
whatsoever, including lost profits or revenues regardless of the foreseeability
thereof, occasioned by either party's inability to perform its obligations
hereunder. The Buyer shall indemnify and hold harmless XxxxXxxxx.xxx for loss,
damage or injury to property supplied by Buyer or injury to employees of Buyer
provided as talent, helpers or workers, arising out of or incident to
performance of services under this contract.
Revised 10/15/99
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Web Audio & Radio Portal, Inc.
XxxxXxxxx.XXX
Service Agreement
The Buyer authorizes XxxxXxxxx.xxx to use the buyer's directory listing
Web-site, which is provided by XxxxXxxxx.xxx, at no cost for promotional and
marketing purposes to further the business goals of WarpRadiocom.
Termination: Failures of Service by the local exchange, or the interexchange
carrier, or any other third party' or by strikes, labor disturbances, Acts of
God, or any event or force of nature which prevents commencement of the Service
or continuation of the Service under this Agreement shall give both
XxxxXxxxx.xxx and the Buyer the right to terminate this Agreement without
penalty, provided 10 days written notice is given.
Assignment: This Agreement shall be binding upon and incur to the benefit of
both parties hereto and their respective successors. It is non-assignable
without written consent, except to entities completely controlling or controlled
by the party. Each Party will require written notice, however, in the event of
any assignment.
Non-disclosure policy: The Buyer will not disclose to any other party any
Confidential Information regarding any proprietary or intellectual property
developed during the course of the contract. The term "Confidential Information"
shall include any and all information disclosed to the Buyer or known by Buyer
as a consequence of or conceived or originated, discovered or developed by
XxxxXxxxx.xxx, not generally known in the industry in which XxxxXxxxx.xxx is or
may become engaged, about XxxxXxxxx.xxx products, processes and services,
including, but not limited to, information related to research, development,
techniques, pricing and cost policies, financial information, internal
operations and any other trade secrets.
General policies: The failure by either party to exercise in any respect any
right provided for in this agreement shall not be deemed a waiver of any further
right under this Agreement. Neither party shall have the right to use the
other's name, trademark or trade name without the prior consent of the other
party for any uses not contemplated by this Agreement. This agreement represents
the complete agreement and understanding of the parties with respect to the
subject matter herein. In the event of a dispute to this agreement, the
prevailing party is entitled to recover expenses including reasonable attorneys
fees. This Agreement may be modified only in writing signed by both parties.
This Agreement shall be governed by the substantive law of the State of
Colorado.
I understand and agree to all of the above terms & conditions.
Company Name/Station: (print)
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Call Letters: (print)
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Name: (print)
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Signature:
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Date:
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XxxxXxxxx.xxx Representative:
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Date:
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Revised 10/15/99
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