Easy On Hold® Microsoft Teams Phone SOLO Streaming Service Subscription Contract

This contract ("Contract") is made between TBA, Inc. d/b/a Easy On Hold®, a Michigan corporation at 4341 South Westnedge Ave., East Building, Suite 2201, Kalamazoo, MI 49008, USA ("Easy On Hold"), and you/your organization (“Customer”).

  1. This Contract is made with respect to Customer’s limited use of the Easy On Hold® Microsoft Teams Phone SOLO Streaming Service Subscription or Trial Subscription (“Service(s)”). The Services includes all audio streams, licensed music, and documentation accompanying the Services.
  2. Specifically, the SOLO Streaming Service provides one audio stream per Customer playing a stream of music identified by Easy On Hold as available for use with the Teams Phone platform. Customers may change channels at any time but play only one channel at a time.
  3. The Service includes one or more assigned audio streams that carry the desired programming and global performance licensing for the stream of copyrighted musical works.
  4. The Service subscription period begins when Customer’s first payment is received and continues for a period of one month. Thereafter, the Service subscription will automatically renew, and Customer’s credit card or other selected payment method will be automatically charged for additional one-month periods unless canceled: (a) by either party upon notice to the other party prior to the end of the current term; or (b) by Easy On Hold upon notice in the event Customer is in breach of this Contract or any part of the Agreement (as hereinafter defined). Service continues to the end of the paid subscription period. Except as expressly stated herein, all subscriptions are non-refundable.
  5. Unless otherwise stated, all fees are in US Dollars.
  6. Customer agrees to report annually to Easy On Hold the number of users on its Microsoft Teams Phone Platform, for purposes of Service quality and to determine pricing.
  7. Customer acknowledges and agrees:
    a. Customer shall not sell, assign, give away, pledge, reproduce, copy, record, dub, duplicate, alter, edit, modify, or damage the Service in any manner or continue to use audio content after Contract expiration. Streams will be deployed solely on the Microsoft Teams Platform(s) identified at the time of subscription.
    b. Continuous internet connectivity is required to receive the Service, and that internet connectivity will be at Customer's expense.
  8. Setup and onboarding fees are waived for the Services.
  9. Additional terms regarding any Services purchased on a trial basis under this Contract:
    a. The "Trial Period" will begin when the Services are first made available to the Customer, and ends no more than 14 days thereafter.
    b. Easy On Hold® grants Customer a temporary, non-exclusive, non-transferable, non-assignable right to use the Services on an evaluation basis during the Trial Period. This license automatically terminates at the end of the Trial Period.
    c. There is no charge to the Customer for use of the Services during the Trial Period.
    d. There is no commitment to continue the Services at the end of the Trial Period. However, after the Trial Period, Customer will have no further right to use or access the Services without a paid subscription.
  10. This Contract and Customer's use of the Services is subject to Easy On Hold’s Service Terms and Conditions, below(the "Terms and Conditions"). Failure to comply with the Terms and Conditions will be considered a material breach of this Contract. This Contract, together with the Terms and Conditions (collectively, the "Agreement"), is the entire and exclusive agreement between the parties with respect to the Services. To the extent there is any conflict between the terms herein and the Terms and Conditions, the terms in this Contract shall take precedence. Electronic signatures and electronically transmitted documents are binding, and signature of this Contract through electronic means shall constitute execution of the Agreement by such party.

    11. Easy On Hold® TERMS AND CONDITIONS

    IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCEPTING THESE TERMS AND INSTALLING ANY SOFTWARE OR OTHERWISE USING ANY SERVICES PROVIDED HEREUNDER. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND TBA, INC. D/B/A Easy On Hold®(“Easy On Hold®”), A MICHIGAN CORPORATION LOCATED AT 4341 SOUTH WESTNEDGE AVE., SUITE 2201, KALAMAZOO MI 49008.

    By installing, accessing, or otherwise using any Easy On Hold® software (“Software”), audio content, including voiceovers, music, recordings and/or any creative work thereto (collectively “Audio”) or devices or other equipment (“Equipment,” and collectively with the Software and Audio, the “Services”), you accept these Terms and Conditions, which is binding and enforceable like any written agreement signed by you. If you do not agree to these Terms and Conditions, do not install or use the Services. If you are installing or using the Services on behalf of an entity, you represent that you have the authority to enter into these Terms and Conditions and to bind such entity as the licensee hereunder.

    1. SERVICES:
    1.1 CONTRACTING PARTIES: As used herein, "you" or "your" means the individual or entity that has installed or otherwise procured the Services for use as an end user. However, for the purpose of any agreement arising from any ordering document between you and Easy On Hold® that describes the Services to be provided to you (a “Contract”), references to "you" shall be construed solely as a reference to the specific customer entity that executes the Contract. Your Contract, together with these Terms and Conditions (collectively, the “Agreement”) constitutes the entire understanding and agreement of the parties regarding the Services.

    1.2 GRANT:
    Easy On Hold® grants you a limited, non-transferable, non-sublicensable, non-assignable, and non-exclusive (i) right to use the Software hosted by Easy On Hold®; and/or (ii) license to install and use any copies of on-premise Software made available by Easy On Hold® to you in machine executable object code form on no more than one computer (unless otherwise set forth in the Contract or mutually agreed between the parties), in each case solely for your internal business purposes and subject to the rights and restrictions contained in these Terms and Conditions and any limits or restrictions set forth on any applicable Contract. You may not distribute or make the Software available over a network where it could be used by multiple devices at the same time. Contact center/call center platforms are licensed on a per-agent basis, using a reasonable estimate of agent users, unless otherwise set forth in the Contract.

    1.3 GENERAL RESTRICTIONS: The Services and any related documentation are protected by copyright law and international treaty provisions. You may not copy, modify, adapt, translate into any language, distribute, or create derivative works based on the Services without the prior written consent of Easy On Hold®. You may not rent, lease, assign, give away, or lend the Services to any person or entity. Any attempted sublicense, transfer, or assignment in violation of the Agreement is void. You acknowledge that the Services contains proprietary trade secrets of Easy On Hold® and its licensors. You agree that you will not, and will not allow any other person, to decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Services by any means whatsoever, except to the extent the foregoing restriction is prohibited by applicable law.

    1.4 ADDITIONAL RESTRICTIONS FOR AUDIO CONTENT: Duplication, copying or reproduction of any Audio provided in connection with the Services, in full or in part, in any form, is prohibited, as is editing, modifying, or altering such Audio, including synchronization with any other media, voice recording or other audio, video, presentation software, etc., in any form. All Audio for on-premise phone systems is licensed for use on a per-location basis, and use at additional premises requires explicit licensing. Audio used on a hosted or centralized communications platform is licensed based on multiple factors, including, but not limited to, the number of endpoints, the number of users, the number of audio connections or registrations between Easy On Hold infrastructure and the call platform, the location of the platform, and the resources required to service the call platform. Unless specified in your Contract, Audio may not be used on platforms other than the communications platform for which it is licensed, including websites, YouTube, Facebook, Instagram, and the like.

    1.5 TRIALS: If you received access to the Software on a trial basis (a "POC License"), you may use the same solely in connection with your own trial use and evaluation of the same, and you shall not resell, sublicense or otherwise publicly disclose or disseminate any output of the Software. A POC License entitles you to use the Software only for the time period granted by Easy On Hold® in a Contract or other separate agreement related to the POC License (the "Trial Period"). The POC License automatically expires at the end of the Trial Period, at which point, you must immediately discontinue your use of all Software provided thereunder. Easy On Hold® may terminate your POC License at any time with immediate effect for any reason and without liability to Easy On Hold® of any kind.

    1.6 AUTHORIZED USERS: You will ensure that each person who is authorized to use the Services and who is designated by you as being entitled to use the Services ("Authorized User") complies with the terms of this Agreement and the documentation, as may be amended, and any instruction issued by Easy On Hold® and its licensors with respect to the use of the Services. The total count of Authorized Users must not exceed the number of Authorized Users set forth in a Contract or otherwise granted by Easy On Hold®.

    1.7 BACKUP COPY: you may create one backup copy of the Software as may be legally necessary, provided that (i) it is used only for backup purposes; (ii) all Easy On Hold® information including copyright notices are maintained on such copy; and (iii) possession of the copy is retained by you in a secure location.

    1.8 UPDATES AND CUSTOM WORK: These Terms and Conditions do not grant any rights to obtaining future upgrades, updates, enhancements, or supplements of the Services (collectively, “Updates”). However, if Updates are obtained, the use of the Updates is governed by these Terms and Conditions unless other terms accompany the Updates, in which case those terms apply. A production is deemed “new”, “additional”, “separate” or an Update when there is a change in text, ranging from one word to the entire script; a change in music; a change in voiceover talent. After you have approved a production, any future requests for changes are considered an order for a new production. All demos, scripts and audio changes require a minimum of three business days each to be custom-created.

    1.9 COMPLIANCE WITH LAWS: Both parties agree to abide by the terms of this Agreement and all laws and regulations applicable to the Services and its use. You understand that Easy On Hold® and its licensors may be required by law enforcement agencies to disclose information regarding your use of the Services and that Easy On Hold® and its licensors will comply with such requests as required by law, and where permitted by applicable law, Easy On Hold® will use reasonable efforts to notify you prior to the disclosure of such information.

    1.10 EQUIPMENT AND CONFIGURATION: In connection with the Services, Easy On Hold® may provide you with certain Equipment, including Equipment that is manufactured by a third party (“Third Party Equipment”). Equipment may not be moved to another location without Easy On Hold®’s written consent. The warranty for any Equipment, if any, is included with the Equipment. With respect to Third Party Equipment, Easy On Hold® assumes no liability for nor provides any warranty for such Third Party Equipment, but to the extent permissible, Easy On Hold® will pass through to you any warranty provided to Easy On Hold® by the Equipment manufacturer. Easy On Hold® will use commercially reasonable efforts to attempt to troubleshoot difficulties you may experience with such Equipment. Easy On Hold® is not responsible for the performance of telephone equipment and/or any device not purchased from or provided by Easy On Hold®, and you accept responsibility for the prevention or loss of the Services due to the performance of the same. Unless otherwise agreed to, the Services does not include telephone system configuration or equipment installation. All connections between the Services and your phone system are your responsibility.

    2. PAYMENT AND REFUNDS:
    2.1 FEES AND PAYMENT: You agree to pay Easy On Hold® the fees and any applicable sales and use taxes set forth in the Contract for use of the Services, even if you decide to stop use of the Services for any reason. Payment is due upon receipt of invoice.

    2.2 DELINQUENT PAYMENT POLICY: A 1.5% interest per month (or such lower amount if required by applicable law) will be charged on late invoices. A return check fee of $50 will be applied, if necessary.

    2.3 OPPORTUNITY TO CURE: Your failure to pay applicable amounts within 30 days of receipt of written past due notice constitutes a material breach of this Agreement. You will have 30 days following the receipt of such notice to cure the payment default. If at the end of the cure period the breach remains, Easy on Hold® may terminate the Agreement and/or suspend your use of the Services, which shall not excuse your payment obligations hereunder. Further, you agree to pay all costs of collection, and/or applicable court fees, bank charges and reasonable attorney fees that result from your failure to pay amounts when due, including any action pursuant to the United States Bankruptcy Code.

    2.4 RETURNS, REFUNDS: Purchases of Equipment are returnable for a full refund of the equipment purchase price within 30 days of purchase. All other purchases, including the Software and Audio, are non-refundable under any circumstance, whether or not the work was viewed, auditioned or downloaded.

    3. TERMINATION AND SUSPENSION: The term of this Agreement shall commence on the start date specified in your Contract and continue for the time period specified in your Contract unless earlier terminated as set forth herein or in your Contract. You may terminate this Agreement at any time by destroying all copies of the Services and related documentation in your possession or control. Easy On Hold® may immediately terminate this Agreement (a) if you violate any of its terms; or (b) if Easy On Hold®'s agreement with any third party supplier or licensor of the Services is terminated or restricted for any reason. Upon expiration or termination of this Agreement, all rights granted to you shall immediately terminate and all rights to use the terminated Services shall cease. You must promptly remove all copies of the Services from all computers and servers on which they have been installed and destroy all copies of the Services in your possession. If so requested by Easy On Hold®, you shall certify to Easy On Hold® in writing that such actions have been taken. Easy On Hold® and its licensors will be entitled, on reasonable grounds, including the reasonable belief of fraud or illegal activity, to suspend your access to the Services. Except as expressly provided herein or in your Contract, all purchases are noncancellable and nonrefundable, and termination of the Agreement does not entitle you to a refund.

    4. OWNERSHIP:
    4.1 THE SERVICES: All components of the Services, including all Software and Audio, are licensed, and not sold, to you under this Agreement. You understand, acknowledge and agree that all existing and future copyright, patent, trademark, trade secrets and any other intellectual property rights arising out of or related to the Services are the exclusive property of Easy On Hold® and its licensors, and Easy On Hold® and its licensors retain all right, title and interest in and to the Services and all associated documentation, regardless of the form or media in or on which it is recorded. Nothing in this Agreement constitutes a waiver of Easy On Hold®'s rights under any applicable laws, rules and regulations, including but not limited to intellectual property laws. All rights not specifically granted under this Agreement are reserved by Easy On Hold®. You acknowledge and agree that your breach of this Section may cause continuing and irreparable injury to Easy On Hold®’s business as a direct result, for which the remedies at law may be inadequate, and that Easy On Hold® shall therefore be entitled, in the event of any actual or threatened violation of this Section, and in addition to any other remedies available to it, to seek a temporary restraining order and to injunctive relief against you to prevent any violations thereof, and to any other appropriate equitable relief.

    4.2 YOUR DATA: Except as expressly set forth herein, you retain all right, title and interest in and to any data or information owned and provided by you when using the Services.

    4.3 FEEDBACK AND USAGE DATA: : In the event that you provide Easy On Hold® any feedback, suggestions, ideas, or identification of problems or deficiencies and possible remedies (collectively, "Feedback") with respect to the Services or any other existing or potential product or service of Easy On Hold®, you grant to Easy On Hold® a worldwide, non-exclusive, royalty-free, non-terminable license to use such Feedback in any way, including but not limited to incorporating it into the Services or other existing or future products or services of Easy On Hold®, its affiliates and partners. Easy On Hold® may automatically collect usage data regarding your installation, registration, and use of the Services (“Usage Data”), which may contain limited personal data. Usage Data may be collected by the Services and transmitted to Easy On Hold®. You acknowledge and agree that Easy On Hold® retains sole and exclusive ownership of all rights, title, and interest in and to the Usage Data, and you shall have no rights to retain or use any of the Usage Data. Easy On Hold® may use the Usage Data in compliance with applicable law, including laws and regulations regarding privacy and data protection. Easy On Hold® will not publicly disclose any Usage Data that identifies you, any Authorized Users, your customers, or other individual user. Easy On Hold® will only collect, use, and share your personal information in accordance with its privacy policy, found at https://easyonhold.com/privacy-policy.

    5. CONFIDENTIALITY: Each party agrees they will not use each other’s confidential information except as expressly permitted herein, and will not disclose such confidential information to any third party, except to employees and consultants who have a bona fide need to know such confidential information to assist in your performance hereunder; provided, that each such consultant first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the disclosing party’s confidential information as those set forth herein.

    6. DISCLAIMER: THE SERVICES IS PROVIDED “AS-IS,” AND EASY ON HOLD® DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR ANY DOCUMENTATION PROVIDED THEREWITH, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT THE SERVICES MAY BE INTERRUPTED FROM TIME TO TIME AND THAT THE SERVICES IS NOT ERROR FREE. EASY ON HOLD® AND ITS LICENSORS DO NOT ACCEPT ANY RESPONSIBILITY UNDER THIS AGREEMENT FOR YOUR ABILITY TO ACCESS THE SERVICES. EASY ON HOLD® DOES NOT MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE ENTIRE RISK AS TO THE USE OF THE SERVICES IS ASSUMED BY YOU. YOU ACKNOWLEDGE THAT IN ENTERING INTO THIS AGREEMENT, YOU HAVE NOT RELIED ON ANY PROMISE, WARRANTY OR REPRESENTATION NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. SOME STATES, TERRITORIES AND COUNTRIES DO NOT ALLOW CERTAIN WARRANTY EXCLUSIONS, SO TO THAT EXTENT THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

    7. LIMITATION OF LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER REGARDLESS OF CAUSE, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES; LOSS OF GOODWILL, PROFITS, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, OR DATA; WORK STOPPAGE; COMPUTER FAILURE OR MALFUNCTION; OR ANY DAMAGES CAUSED BY THE SERVICES OR ANY INACCURACIES, DELAYS OR FAILURES, ERRORS OR OMISSIONS, OR LACK OF SECURITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER THE SAME ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. EXCEPT FOR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, YOUR PAYMENT OBLIGATIONS, AND YOUR BREACH OF SECTIONS 1.3 OR 1.4. EACH PARTY’S ENTIRE LIABILITY FOR CLAIMS OR OBLIGATIONS ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY YOU UNDER THE CONTRACT GIVING RISE TO THE LIABILITY IN THE TWELVE-MONTH PERIOD PRIOR TO THE EVENTS GIVING RISE TO THE CLAIM OR OBLIGATION. THE LIMITATIONS ON LIABILITY SET FORTH ABOVE SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

    8. INDEMNIFICATION:

    8.1 BY YOU: Except with respect to claims covered under Section 8.2, you agree to indemnify, defend and hold harmless Easy On Hold®, its licensors, successors, and affiliates, and, collectively, their respective partners, directors, officers, employees and agents (collectively the "Indemnified Parties") from and against any third claim and any damages and costs awarded against an Indemnified Party or agreed in settlement (including reasonable attorneys' fees) resulting from such claim brought by a third party in connection with your breach of this Agreement.

    8.2 BY Easy On Hold®: Easy On Hold® agrees to indemnify, defend, and hold you harmless from and against any third claim and any damages and costs awarded against you or agreed in settlement by Easy On Hold® (including reasonable attorneys' fees) resulting from such claim brought by a third party alleging that the Services, when used in accordance with this Agreement, infringes any valid U.S. patent, copyright or other proprietary or intellectual property right of such third party. If your use of the Services results (or in Easy On Hold®'s opinion is likely to result) in an infringement claim, Easy On Hold® may either: (a) substitute functionally similar materials; (b) procure for you the right to continue using the Services; or if (a) and (b) are not commercially reasonable, (c) terminate this Agreement and refund to you the integration fees you paid for the Services as depreciated or amortized by an equal amount over a three-year term for Software and a refund of any prepaid but unused fees. The foregoing obligation of Easy On Hold® will not apply to the extent the applicable claim is attributable to: (i) the modification of the Services by any party other than Easy On Hold® or based on your specifications or requirements that are not applicable to Easy On Hold® customers generally; (ii) the combination of the Services with products or processes not provided by Easy On Hold®; (3) any use of the Services in non-conformity with this Agreement; or (4) any action arising as a result of any deliverables or components not provided by Easy On Hold®. This Section sets forth your sole remedy with respect to any infringement claim.

    9. GENERAL:

    9.1 PUBLICITY: Easy On Hold®may identify you as a customer of Easy On Hold®and use your name and logo in any of its advertising or marketing materials (including any press release or statement) solely in connection with such identification. You can retract the foregoing permission by submitting a written request via email to [email protected]

    9.2 THIRD PARTY SOFTWARE LICENSES: The Services may make use of third party software. Use of some third party materials included in the Services may be subject to additional third party terms and conditions, which are binding upon you.

    9.3 ASSIGNMENT: You may not assign this Agreement or any of its rights or obligations granted hereunder, including by operation of law, without the prior written consent of Easy On Hold®, which shall not be unreasonably withheld. Any attempt to transfer or assign this Agreement without such written consent will be null and void. Easy On Hold® may assign this Agreement freely and without your consent at any time. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns.

    9.4 FORCE MAJEURE.Neither party shall be responsible for performance obligations that are unmet due to acts of God, flood, fire, weather, civil unrest, failure of transmission, or any other causes beyond its reasonable control.

    9.5 SEVERABILITY: If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, that provision shall be enforced only to the extent permissible by applicable law and otherwise deemed severable from and shall in no way affect the validity or enforceability of, the remaining provisions.

    9.6 GOVERNING LAW; JURISDICTION: This Agreement and any disputes arising hereunder shall be governed by and interpreted in accordance with the laws of the State of Michigan, without giving effect to any principles that may provide for application of the law of another jurisdiction. Any such dispute shall be brought before the Circuit Court for Kalamazoo County, Michigan or the United States District Court for the Western District of Michigan, Southern Division. The parties hereby waive any objection based on inconvenient forum. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act, as currently enacted by any jurisdiction or as may be codified or amended from time to time by any jurisdiction, do not apply to this Agreement.

    9.7 EXPORT CONTROL: You may not use or otherwise export or re-export the Services or any component thereof except as authorized by United States law. You represent and warrant that you are not (a) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) listed on any U.S. Government list of prohibited or restricted parties including the Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.

    9.8 ENTIRE AGREEMENT: This Agreement supersedes any prior purchase order, communication, advertising or representation between you and Easy On Hold®. To the extent there is any conflict between these Terms and Conditions and a Contract, the terms of the Contract shall take precedence. No provision of any purchase order or other business form, including any electronic invoicing portals and vendor registration processes, employed by you will supersede the terms and conditions of this Agreement (even if after the date of this Agreement), and any such document shall be for administrative purposes only and shall have no legal effect. This Agreement may only be modified by written agreement of the parties. Notwithstanding the foregoing, Easy On Hold® may make changes to these Terms and Conditions by posting updated Terms and Conditions to the website where the Services are made available or by otherwise notifying the contact listed in your Contract, and such Terms and Conditions, as amended, shall be binding on you; provided that such changes shall only apply to Services purchased (or renewed) after the effective date of such changes except where such changes are necessary to comply with applicable law.