1. AGREEMENT BETWEEN USER AND CUMULUS
The Cumulus Web Site is comprised of various Web pages operated by Cumulus
Media Inc., Cumulus Broadcasting LLC, and/or Cumulus Media Partners LLC
and their radio stations (collectively "Cumulus"). Cumulus and
any and all entities that control, are controlled by, or are affiliated
or under common control with Cumulus are collectively referred to herein
as "we," "us" or "our".
The Cumulus Web Sites are offered to you conditioned on your acceptance
without modification of the terms, conditions, and notices contained herein.
Your use of any Cumulus Web Site constitutes your agreement to all such
you may not use any Cumulus Web Site.
valuable consideration, the receipt and adequacy of which are hereby acknowledged.
Without limiting the generality of the foregoing, you acknowledge that such
consideration includes your use of the Cumulus Web Sites and receipt of
data, materials and information available at or through the Cumulus Web
Sites, the possibility of our use or display of your Submissions (as defined
in Section 4 below) and the possibility of the publicity and promotion from
our use or display of your Submissions.
2. USE OF CONTENT
All information, materials, functions and other content (including Submissions,
as defined in Section 4 below) ("Content") contained on any Cumulus
Web Site are our copyrighted property or the copyrighted property of our
licensors or licensees. All trademarks, service marks, trade names, and
trade dress are proprietary to us and/or our licensors or licensees. We
may change the Cumulus Web Site or delete Content or features at any time,
in any way, for any or no reason.
Except as we specifically agree in writing, no Content from any Cumulus
Web Site may be used, reproduced, transmitted, distributed or otherwise
exploited in any way other than as part of the Cumulus Web Site, except
that where a Cumulus Web Site is configured to enable the download of particular
Content, you may download one copy of such Content to a single computer
for your personal, noncommercial home use only, provided that you (a) keep
intact all copyright and other proprietary notices, (b) make no modifications
to the Content, and (c) do not use the Content in a manner that suggests
an association with any of our products, services or brands. Any business
use, "re-mailing" or high-volume or automated use of any Cumulus
Web Site is prohibited.
Any and all rights not expressly granted herein are reserved.
3. NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the Cumulus Web Site, you warrant to us that
you will not use the Cumulus Web Site for any purpose that is unlawful or
prohibited by these terms, conditions, and notices. You may not use the
Cumulus Web Site in any manner which could damage, disable, overburden,
or impair the Cumulus Web Site or interfere with any other party’s use and
enjoyment of the Cumulus Web Site. You may not obtain or attempt to obtain
any materials or information through any means not intentionally made available
or provided for through the Cumulus Web Sites.
messages, ideas, feedback, concepts, pitches, suggestions, stories, formats,
artwork, photographs, drawings, videos, audiovisual works, musical compositions
(including lyrics), sound recordings, characterizations, your and/or other
persons’ names, likenesses, voices, usernames, profiles, actions, appearances,
performances and/or other biographical information or material, and/or other
similar materials that you submit, post, upload, embed, display, communicate
or otherwise distribute (collectively "Distribute") on or through
a Cumulus Web Site.
We do not claim ownership of the Submissions you provide, post, upload,
input or submit to any Cumulus Web Site. However, by posting, uploading,
inputting, providing or submitting your Submission to a Cumulus Web Site,
you are granting us and our licensees, distributors, agents, representatives
and other authorized users, a perpetual, nonexclusive, irrevocable, fully-paid,
royalty-free, sub-licensable and transferable (in whole or part) worldwide
license under all copyrights, trademarks, patents, trade secrets, privacy
and publicity rights and other intellectual property rights you own or control
to use, reproduce, transmit, display, exhibit, distribute, index, comment
on, modify, create derivative works based upon, perform and otherwise exploit
such Submissions, in whole or in part, in all media formats and channels
now known or hereafter devised (including on Cumulus Web Sites, on third-party
web sites, and on our radio stations) for any and all purposes including
entertainment, news, advertising, promotional, marketing, publicity, trade
or commercial purposes, all without further notice to you, with or without
attribution, and without the requirement of any permission from or payment
to you or to any other person or entity (the "Submissions License").
By Distributing a Submission, you represent and warrant that the Submission
and your communication thereof conform to the provisions set forth below
you own or have the necessary rights, licenses, consents and permissions,
without the need for any permission from or payment to any other person
or entity, to exploit, and to authorize us to exploit, such Submission in
limit any past or future grant of rights, consents, agreements, assignments
and waivers you may have made or make with respect to Submissions.
No compensation will be paid to you with respect to our use of your Submission,
as provided herein. We are under no obligation to post or use any Submission
you may provide to us and we may remove any Submission at any time in our
By Distributing your Submission on a Cumulus Web Site, you warrant and represent
that you own or otherwise control all of the rights to your Submission as
described in this section including, without limitation, all the rights
necessary for you to Distribute your Submission. Accordingly, we, our licensees,
distributors, agents, representatives and other authorized users shall not
be liable to you or to any person claiming through you for our exploitation
or disclosure of any Submission.
5. USE OF PUBLIC COMMUNICATION SERVICES ON A CUMULUS WEB SITE
The Cumulus Web Site may contain bulletin board services, chat areas, news
groups, forums, communities, personal web pages, calendars, and/or other
message or communication facilities designed to enable you to communicate
with the public at large or with a group (collectively, "Communication
Services"). By using the Communication Services, you agree that you
will use the Communication Services only to Distribute Submissions that
are proper and related to the particular Communication Service. By way of
example, and not as a limitation, you agree that when using a Communication
Service, you will not:
" Defame, abuse, harass, stalk, threaten or otherwise violate the legal
rights (such as rights of privacy and publicity) of others.
" Distribute any Submission that is inappropriate, profane, defamatory,
infringing, obscene, indecent or unlawful.
" Distribute files that contain software or other material protected
by intellectual property laws (or by rights of privacy of publicity) unless
you own or control the rights thereto or have received all necessary consents.
Distribute files that contain viruses, corrupted files, or any other similar
software or programs that may damage the operation of another’s computer.
" Advertise or offer to sell or buy any goods or services for any business
purpose, unless such Communication Service specifically allows such messages.
" Conduct or forward surveys, contests, pyramid schemes or chain letters.
" Distribute any file posted by another user of a Communication Service
that you know, or reasonably should know, cannot be legally distributed
in such manner.
" Falsify or delete any author attributions, legal or other proper
notices or proprietary designations or labels of the origin or source of
software or other material contained in a file that is uploaded.
" Restrict or inhibit any other user from using and enjoying the Communication
Services or the Cumulus Web Site.
" Violate any code of conduct or other guidelines which may be applicable
for any particular Communication Service or the Cumulus Web Site.
" Harvest or otherwise collect information about others, including
e-mail addresses, without their consent.
" Violate any applicable laws or regulations.
You are and shall remain solely responsible for the Submissions you Distribute
on or through any Cumulus Web Site using the Communication Services, and
for the consequences of Distributing same. We have no obligation to monitor
the Communication Services. However, we reserve the right to review Submissions
Distributed using a Communication Service and to remove any and all Submissions
in our sole discretion for any reason whatsoever. We reserve the right to
terminate your access to any or all of the Communication Services at any
time without notice for any reason whatsoever.
You acknowledge that the Communication Services and features offered therein
are for public and not private communications, and you have no expectation
of privacy with regard to any Submission to a such public forum. We cannot
guarantee the security of any information you disclose through any of these
media; you make such disclosures at your own risk.
Always use caution when giving out any personally identifying information
about yourself or your children in any Communication Service. We do not
control or endorse the content, messages or information found in any Communication
Service and, therefore, we specifically disclaim any liability with regard
to the Communication Services and any actions resulting from your participation
in any Communication Service. Managers and hosts are not authorized Cumulus
spokespersons, and their views do not necessarily reflect our views.
We reserve the right at all times to disclose any information as necessary
to satisfy any applicable law, regulation, legal process or governmental
request, or to edit, refuse to post or to remove any Submission, information
or materials, in whole or in part, in our sole discretion.
6. LINKS TO THIRD PARTY SITES
The Cumulus Web Site may contain links to other Web Sites ("Linked
Sites"). The Linked Sites are not under our control and we are not
responsible for the contents of any Linked Site, including without limitation
any link contained in a Linked Site, or any changes or updates to a Linked
Site. We are not responsible for webcasting or any other form of transmission
received from any Linked Site. We are providing these links to you only
as a convenience, and the inclusion of any link does not imply endorsement
by us of the site or any association with its operators.
THE CONTENT ON OR OTHERWISE RELATED IN ANY WAY TO THE CUMULUS WEB SITE OR
ANY THIRDPARTY WEB SITES OR SERVICES LINKED TO FROM THE CUMULUS WEB SITE
ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND. TO THE
FULLEST EXTENT PERMISSIBLE BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILITY AND
NON-INFRINGEMENT. WE DO NOT WARRANT THAT ANY CONTENT WILL BE FREE OF INACCURACIES
OR TYPOGRAPHICAL ERRORS, THAT ACCESS THERETO WILL BE UNINTERRUPTED, THAT
DEFECTS WILL BE CORRECTED, OR THAT THE CUMULUS WEB SITE OR THE SERVERS THAT
MAKE SUCH CONTENT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
MOREOVER, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR
OR CORRECTION. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE
USE OR THE RESULTS OF THE USE OF ANY CONTENT. YOU HEREBY IRREVOCABLY WAIVE
ANY CLAIM AGAINST US WITH RESPECT TO CONTENT AND ANY CONTENT YOU PROVIDE
TO THIRD PARTY SITES (INCLUDING CREDIT CARD AND OTHER PERSONAL INFORMATION).
Advice received via the Cumulus Web Site should not be relied upon for personal,
medical, legal or financial decisions and you should consult an appropriate
professional for specific advice tailored to your situation.
8. LIMITATION ON LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE
BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL
DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, LOST PROFITS,
PERSONAL INJURY (INCLUDING DEATH) AND PROPERTY DAMAGE OF ANY NATURE WHATSOEVER,
THAT RESULT FROM ARISING OUT OF OR IN ANY WAY CONNECTED WITH (a) THE USE,
OR INABILITY TO USE, ANY CUMULUS WEB SITE OR CONTENT OR RELATED SERVICES,
OR (b) THE CONDUCT OR ACTIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF
A CUMULUS WEB SITE OR ANY OTHER PERSON OR ENTITY, OR OTHERWISE ARISING OUT
OF THE USE OF THE CUMULUS WEB SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE,
STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY
OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION
OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE
ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY
SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE CUMULUS WEB SITE.
MOREOVER, UNDER NO CIRCUMSTANCES SHALL WE, OUR LICENSORS OR LICENSEES, OR
ANY OF THE FOREGOING ENTITIES’ RESPECTIVE RESELLERS, DISTRIBUTORS, SERVICE
PROVIDERS OR SUPPLIERS, BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE
RESULTING DIRECTLY OR INDIRECTLY FROM AN ACT OF FORCE MAJEURE OR CAUSES
BEYOND OUR OR THEIR REASONABLE CONTROL.
WE MAY TERMINATE YOUR FURTHER ACCESS TO ANY CUMULUS WEB SITE OR CHANGE THE
CUMULUS WEB SITES OR DELETE CONTENT OR FEATURES IN ANY WAY, AT ANY TIME
AND FOR ANY REASON OR NO REASON.
SERVICE CONTACT : firstname.lastname@example.org
You are responsible for maintaining the confidentiality of your personal
information as well as for all of your activities on the Cumulus Web Site.
You hereby agree to indemnify, defend, and hold us, our licensors, licensees,
distributors, agents, representatives and other authorized users, and each
of the foregoing entities’ respective resellers, distributors, service providers
and suppliers, and all of the foregoing entities’ respective officers, directors,
owners, employees, agents, representatives and assigns (collectively, the
"Indemnified Parties") harmless from and against any and all losses,
damages, liabilities and costs (including settlement costs and any legal
or other fees and expenses for investigating or defending any actions or
threatened actions) incurred by the Indemnified Parties in connection with
arising from your use of the Cumulus Web Site. You shall use your best efforts
to cooperate with us in the defense of any claim. We reserve the right,
at our own expense, to employ separate counsel and assume the exclusive
defense and control of any matter otherwise subject to indemnification by
10. JURISDICTION AND VENUE
You agree that any action at law or in equity arising out of or relating
venue properly lies, only in state or federal courts located in Fulton County,
Atlanta, Georgia, and you hereby consent and submit to the personal jurisdiction
of such courts for the purposes of litigating any such action.
deletion and/or addition of any portion thereof). If we make a material
by posting notice of such modification on the Cumulus Web Sites covered
12. GENERAL PROVISIONS
To the maximum extent permitted by law, this agreement is governed by the
laws of the State of Georgia. giving effect to any principles of conflicts
for any reason unenforceable, then that provision shall be deemed severable
of any remaining provisions. No waiver of any provision of these terms of
use by us shall be deemed a further or continuing waiver of such provision
or any other provision, and our failure to assert any right or provision
provision. YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF
ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF
ACTION SHALL BE PERMANENTLY BARRED.
13. NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT Pursuant
to Title 17, United States Code, Section 512(c)(2), notifications of claimed
copyright infringement under United States copyright law should be sent
to Service Provider’s Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE
FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE.
Notification must be submitted to the following Designated Agent: Service
Provider: Cumulus Media, Inc.
Name of Agent Designated to Receive Notification of Claimed Infringement:
Richard S. Denning
Full Address of Designated Agent to Which Notification Should be Sent: 3280
Peachtree Road, Suite 2300, Atlanta, GA 30305
Telephone Number of Designated Agent: (404) 260-6677
Facsimile Number of Designated Agent: (404) 260-6877
E-Mail Address of Designated Agent: Richard.Denning@cumulus.com
To be effective, the notification must be a written communication that includes
" (i) A physical or electronic signature of person authorized to act
on behalf of the owner of an exclusive right that is allegedly infringed;
" (ii) Identification of the copyrighted work claimed to have been
infringed, or, if multiple copyrighted works at a single online site are
covered by a single notification, a representative list of such works at
" (iii) Identification of the material that is claimed to be infringing
or to be the subject of infringing activity and that is to be removed or
access to which is to be disabled, and information reasonably sufficient
to permit us to locate the material;
" (iv) Information reasonably sufficient to permit us to contact the
complaining party, such as an address, telephone number, and, if available,
an electronic mail address at which the complaining party may be contacted;
" (v) A statement that the complaining party has a good-faith belief
that use of the material in the manner complained of is not authorized by
the copyright owner, its agent, or the law; and
" (vi) A statement that the information in the notification is accurate,
and under penalty of perjury, that the complaining party is authorized to
act on behalf of the owner of an exclusive right that is allegedly infringed.
We may give you notice that we have removed or disabled access to certain
material by means of a general notice on any Cumulus Web Site, electronic
mail to a user’s e-mail address in our records, or by written communication
sent by first-class mail to your physical address in our records. If you
receive such a notice, you may provide counternotification in writing to
the designated agent that includes the information below. To be effective,
the counternotification must be a written communication that includes the
" (i) Your physical or electronic signature;
" (ii) Identification of the material that has been removed or to which
access has been disabled, and the location at which the material appeared
before it was removed or access to it was disabled;
" (iii) A statement from you under the penalty of perjury, that you
have a good faith belief that the material was removed or disabled as a
result of a mistake or misidentification of the material to be removed or
" (iv) Your name, physical address and telephone number, and a statement
that you consent to the jurisdiction of a Federal District Court for the
judicial district in which your physical address is located, or if your
physical address is outside of the United States, for any judicial district
in which Cumulus may be found, and that you will accept service of process
from the person who provided notification of allegedly infringing material
or an agent of such person.