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Publisher Rights Agreement

THIS PUBLISHER RIGHTS AGREEMENT (“PRA”) SETS FORTH THE STANDARD TERMS APPLICABLE TO PUBLISHERS AND BROADCASTERS WHO WISH TO PARTICIPATE IN THE GUIDE AND DISTRIBUTION SERVICES PROVIDED BY RADIOTOWER (“RADIOTOWER”). YOU SHOULD CAREFULLY READ THE TERMS OF THIS PRA BEFORE CLICKING THE “SEND” BUTTON AND PROVIDING THE INFORMATION AND CONTENT SET FORTH HEREIN THAT SUPPORTS YOUR PARTICIPATION IN THE GUIDE AND OTHER SERVICES OF RADIOTOWER. BY (AS APPLICABLE), CLICKING “SEND” AND/OR OTHER WISE ACKNOWLEDGING ACCEPTANCE IN WRITING OR BY PROVIDING THE METADATA OR CONTENT, YOU (“PUBLISHER”) CONFIRM THAT YOU READ AND ACCEPT THIS PRA. NOTWITHSTANDING ANY DIFFERENT OR ADDITIONAL TERMS YOU MAY REFERENCE OR PROVIDE, RADIOTOWER’S OFFER OR ACCEPTANCE (AS APPLICABLE) TO ENTER INTO AN AGREEMENT WITH YOU WITH RESPECT TO YOUR PARTICIPATION IN RADIOTOWER’S SERVICES IS EXPRESSLY LIMITED TO THIS PRA AND CONDITIONED ON YOUR ASSENT HERETO.

  1. This PRA provides RadioTower with authority to establish links and include Publisher’s metadata (as defined herein) in its guide and services that will then promote streaming and other opportunities to Publisher. The distribution and use of the RadioTower service is subject to the terms and conditions stated in the RadioTower website and through individual agreements with RadioTower users, customers and partners (“Terms of Service”). Although we may attempt to notify you when major changes are made to the Terms of Service, you should periodically review the most up-to-date available version at http://www.radiotower.com. RadioTower may, in its sole discretion, modify or revise these Terms of Service and private agreements or policies at any time without notice. Nothing in this PRA shall be deemed to confer any third-party rights or benefits.

  2. Publishers under this PRA shall provide RadioTower with a suitable logo, service marks, streaming URLs, genre data, and station or identification data (“Metadata”) that will be displayed and distributed from RadioTower’s website or linked through RadioTower and Publishers servers. Publisher agrees that such Metadata may be used for third party portals, widgets, devices and applications that Ratio Time powers as part of its services, including specifically but without limitation, a variety of third party (i) online services (e.g., search and portal sites that identify broadcast radio streaming services as part of their search results), (ii) software applications (e.g., widgets that enable third party websites to link to broadcast radio streaming media players), and (iii) devices (collectively being referred to herein as “Devices”).

  3. Publisher hereby grants RadioTower the right to establish links from the RadioTower.com website to the online streaming content (“Streams”) Publisher makes available through its websites (each a “Website” and collectively, the “Websites”) that are associated with Publisher’s radio stations or additional “raw streams” that may not be available through Publisher’s website but necessary for playback on Devices (the “Linking Arrangement”). As part of the Linking Arrangement, the parties may implement links on each others Website, the size, look and feel, and placement to be approved by the parties. Each such link would permit website visitors to navigate between Websites to access associated radio station detail pages hosted on the websites. Publisher hereby grants RadioTower the right to distribute on the RadioTower.com website and through Devices the Metadata pertaining to each Publisher terrestrial radio station and content, E.g., on-air personality bios, “now playing” and links to “last played” song data available on the Publisher’s website or through streaming data and otherwise as agreed (the “Content”). Content shall not include copyrightable material and RadioTower shall have no rights or liability with respect thereto.

  4. Publisher hereby affirms, represents and warrants that it owns or has the necessary licenses, rights, consents and permissions to use and authorize RadioTower to use all trademark, copyright or other proprietary rights in and to the Metadata and Content in the manner contemplated by this PRA and the Terms of Service.

  5. Publisher hereby grants to RadioTower a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, display, and perform the Metadata and Content for the purposes contemplated under this PRA in any media formats for the applicable channels. Publisher also hereby grants each user and RadioTower customer the limited right to access and use the Metadata and Content as permitted through the functionality of the Websites and Devices under the Terms of Service.

  6. The parties acknowledge and agree that no ownership interest in intellectual property or other rights is assigned or otherwise transferred under this PRA, and disclaim any and all implied licenses. Except for the licenses expressly granted in Section 5 and Section 6, as between the parties, Publisher retains all rights, title and interest in the Metadata and Content, and RadioTower retains all rights, title and interest in its services, software and applications, including any intellectual property rights therein or thereto. Under this PRA, the parties each continue and shall own any information collected by such party through its service, website, stream, player or device (“Properties”) including but not limited to, personally identifying transaction data (such as names, mailing addresses, email addresses and telephone numbers), clickstream data, and demographic information (the “User Information”), and the other party shall not obtain any rights in such information or advertising fees and revenues associated with such Properties or User Information.

  7. The initial term of this PRA shall be one (1) year from its effective date and shall automatically renew for one (1) year renewal terms. Either party may terminate this PRA upon thirty (30) days advance written notice to the other party.

  8. EACH PARTY AGREES TO DEFEND, INDEMNIFY AND HOLD THE OTHER PARTY HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, PROCEEDINGS, INJURIES, LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), INCLUDING, BUT NOT LIMITED TO, CLAIMS ALLEGING NEGLIGENCE, COPYRIGHT INFRINGEMENT AND/OR TRADEMARK INFRINGEMENT AGAINST THE OTHER PARTY, RELATING TO OR ARISING OUT OF THAT PARTY’S BREACH OF ANY TERM OF THIS PRA.

  9. This PRA will be governed by the laws of the Province of British Columbia (BC) as such laws apply to agreements between BC residents performed entirely within BC. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Publisher and RadioTower agree to submit to the exclusive personal jurisdiction of the courts located within BC.

  10. BY PERFORMING UNDER THIS PRA, PUBLISHER REPRESENTS THAT IT HAS READ AND UNDERSTOOD THIS ENTIRE AGREEMENT AND AGREES TO ALL THE TERMS OF THIS AGREEMENT AS STATED ABOVE.