PROFESSIONAL BROADCASTING AGREEMENT – ROYALTY INCLUDED

This Professional Broadcasting Agreement, inclusive of Schedules A through D attached hereto (collectively, the "Agreement"), is made by and between Live365, Inc. ("Live365"), with its principal place of business at 950 Tower Lane, #1550, Foster City, California 94404, and the professional broadcaster identified below ("Broadcaster").



RECITALS

WHEREAS, Live365 owns and/or controls the websites found at http://www.Live365.com and http://www.Athena365.com, as well as certain other websites (collectively, the "Live365 Websites").


WHEREAS, Live365 provides Internet-based radio services, including, but not limited to, transmitting and distributing streaming audio content through its distribution network, which includes all end-user interfaces now or hereafter known (including, without limitation, the Live365 Websites, third party websites and widgets) and devices capable of receiving streaming transmissions from Live365 servers, including, without limitation, transmissions via the Internet and/or via mobile/wireless technologies; hosting; performance tracking; performance and royalty reporting; broadcasting tools; and statistical tools (collectively, the "Services");


WHEREAS, Live365 also provides, on a limited basis, certain proprietary technology, including software, processes, algorithms, user interfaces, designs, application programming interfaces ("APIs") and other tangible or intangible technical material or information (collectively, inclusive of all future modifications to or derivations of the same, the "Live365 Technology") to its professional broadcaster customers in order to facilitate such customers' use of the Services; and


WHEREAS, Broadcaster desires to prepare and transmit Broadcaster's Content (as defined in Section 1 below) through Live365's distribution outlets and to otherwise use the Services and the Live365 Technology in accordance with the terms and conditions set forth herein.


NOW THEREFORE, in consideration of the foregoing recitals and the mutual promises and agreements set forth in this Agreement, the parties hereto agree as follows:

  1. 1. Services
    Live365 shall provide the Services for Broadcaster's transmission of Broadcaster's Content, subject to the terms and conditions contained herein (including, without limitation, in the applicable Professional Broadcasting Rate Card ("Rate Card") attached hereto as Schedule A and made a part hereof by this reference). "Broadcaster's Content" means all uploaded program elements, whether audio, text or graphic, live, looped or archived recordings, and any other programming or content transmitted by Broadcaster through the Services (including, without limitation, Broadcaster's individual playlists). Live365 reserves the right to modify the Services at any time. Broadcaster shall not be authorized to use the Services to transmit Broadcaster's Content until this Agreement, including all schedules and exhibits hereto, has been completed and signed by Broadcaster and received by Live365.
  2. 2. Advertising Insertion
    Unless Broadcaster has checked the box marked "Do not allow Advertising Insertion in my broadcast" on the Rate Card, Broadcaster hereby grants to Live365, as part of the Services and in Live365's sole discretion, the non-exclusive right to insert advertisements and network identifications into Broadcaster's Content transmitted through Live365's distribution network ("Advertising Insertion Rights"). In full and complete consideration of Broadcaster's grant of Advertising Insertion Rights, Broadcaster shall be entitled to compensation according to the terms set forth in Schedule B attached hereto, which is incorporated herein by this reference. Broadcaster retains control regarding the insertion of advertisements in content distributed through Broadcaster's own website or other Broadcaster-specific distribution. For avoidance of doubt, Live365 will not insert advertisements in Broadcaster's Content distributed through Broadcaster's "custom" player, unless Broadcaster permits it.
  3. 3. Fees and Payment
    Broadcaster shall pay Live365: (a) the applicable Setup Fee (as defined in the Rate Card) and initial Monthly Fee, upon signing; and (b) the applicable recurring Monthly Fees (as defined in the Rate Card), as set forth below. From time to time herein, Setup Fees and Monthly Fees are referred to collectively as "Fees." Live365 reserves the right to increase the Monthly Fees on the provision of thirty (30) days' written notice to Broadcaster. Live365 shall charge Broadcaster (via credit card, debit card or PayPal, as applicable) charges for the Monthly Fees as they are due, in which case Broadcaster acknowledges and agrees that: (i) Broadcaster will have sufficient funds, or sufficient credit, available in the applicable account to fully pay all Monthly Fees when due during the Term; (ii) Live365 is not responsible for Broadcaster's use of Broadcaster's credit card, debit card or PayPal account; and (iii) Broadcaster must resolve any disputes concerning Broadcaster's credit card, debit card or PayPal account directly with PayPal or the applicable financial institution. In the event that Monthly Fees will not automatically be charged to Broadcaster's credit card, debit card or PayPal account, Broadcaster shall pay Live365 each applicable Monthly Fee (after the initial Monthly Fee) by check within thirty (30) days of the date of the applicable billing statement from Live365. Broadcaster is responsible for payment of all taxes, duties or levies imposed in relation to the payment of any Fees, other than Live365's income taxes. If the Fees due to Live365 are not paid within ten (10) days of the due date, Live365 may elect to charge interest on outstanding Fees at the rate of 1.5% per month or the maximum amount allowed by law, and may, at its election, terminate this Agreement. Broadcaster must provide notice of billing discrepancies within thirty (30) days from the date of the applicable billing statement; otherwise, Broadcaster shall be deemed to have accepted the amounts due and releases Live365 from any liability and claims of loss resulting from any error or discrepancy.
  4. 4. Trademark License
    Live365 grants Broadcaster a non-exclusive, non-sublicensable, non-transferable, royalty-free, worldwide license to use and display solely those trademarks, service marks and/or logos that are listed at the URL www.live365.com/web/components/content/info/logos.live (the "Live365 Marks") for the sole purpose of advertising and promoting Broadcaster's Content that is transmitted via the Services. Broadcaster grants Live365 a non-exclusive, royalty-free, worldwide license to use any trade name, trademark, service mark, logo or other name or mark that is owned or licensed by Broadcaster (including, if applicable, Broadcaster's radio call signs) (the "Broadcaster Marks") in or in connection with the marketing, advertisement or promotion of Live365 or the Services, by any means and in any medium now known or hereafter devised, whether by Live365 or by any third party designated by Live365 (including, without limitation, in any directory listing of Live365's broadcasters). Neither party shall take any action that would impair, denigrate, convey ownership in, tarnish or damage the other party's rights with respect to the Live365 Marks or the Broadcaster Marks, as applicable, or the proprietary products or services of the other party. All use of the Live365 Marks shall be in accordance with Live365's then-current trademark usage guidelines.
  5. 5. Live365 Technology License
    Live365 grants Broadcaster a non-exclusive, non-sublicensable, and non-transferable license to use the Live365 Technology for the sole purpose of enabling Broadcaster to use the Services. Broadcaster agrees that all ownership rights in the Live365 Technology, including all intellectual property rights, remain owned by Live365 and/or its licensors and agrees not to: (i) modify, adapt, alter, translate or create derivative works from the Live365 Technology; (ii) decompile, reverse engineer, disassemble, tamper or otherwise reduce the Live365 Technology to human readable form nor permit any third party to do so; and (iii) sublicense, lease, sell, rent, loan, distribute copies of or otherwise transfer the Live365 Technology to any third party. Broadcaster undertakes to use its best efforts to protect and keep confidential the Live365 Technology.
  6. 6. Broadcaster License Grant
    Broadcaster grants Live365 the royalty-free, non-exclusive, perpetual right and license, throughout the world, to use, exploit, transmit, reproduce, perform publicly, display publicly, perform digitally, distribute and syndicate, by any means and any medium now known or hereafter devised, Broadcaster's Content, in whole or in part, for any and all purposes (including, without limitation, in connection with the exploitation, marketing, advertisement or promotion of Live365 and/or the Services), to the full extent permitted by law, and the right to grant to third parties the right to do any or all of the foregoing. Without limiting the foregoing provisions of this section, Live365 shall have the royalty-free, non-exclusive, perpetual right and license, throughout the world, to transmit and permit its end users, and other website or network operators and their end users, to access Broadcaster's Content via the Live365 Websites, any third party website, or by any other means, medium, method, device or process now or hereafter known.
  7. 7. Third-Party Licensing and Royalties
    Unless Broadcaster has checked the box marked "Do not cover my website under an A/B/S license," Live365 shall secure for Broadcaster, on Broadcaster's behalf, licenses and/or royalty coverage from each of the "U.S. Performing Rights Organizations" – i.e., SoundExchange, Inc. ("SoundExchange"), American Society of Composers, Authors, and Publishers ("ASCAP"), Broadcast Music, Inc. ("BMI"), and the Society of European Stage Authors and Composers ("SESAC") – in connection with the public performance of Broadcaster's Content via the Services, and Live365 shall make any associated required payments to the U.S. Performing Rights Organizations on Broadcaster's behalf. For the avoidance of doubt, the foregoing licenses and royalty coverage shall cover solely those public performances for which a license is available from the applicable U.S. Performing Rights Organization, and all other performing rights clearances (including foreign Performing Rights Organizations) in connection with the transmission or other exploitation hereunder of Broadcaster's Content via the Services shall remain Broadcaster's sole responsibility. Live365's obligation to secure and make payments for the foregoing licenses and royalty coverage is subject to: (a) Broadcaster's compliance with the A/B/S Eligibility Criteria (as defined below), (b) Broadcaster's payment of the applicable Fees as set forth in the Rate Card, and (c) the terms of Section 8 below. In order to obtain ASCAP, BMI and SESAC licensing and royalty coverage through Live365, Broadcaster must satisfy the following criteria (collectively referred to as the "A/B/S Eligibility Criteria"): (i) Broadcaster has completed and signed BMI's Live365 Minicaster Web Site Music Performance Agreement, attached hereto as Schedule C and incorporated herein by this reference, and will comply with all of the terms and conditions set forth therein; (ii) Broadcaster has completed and signed the Live365 Affiliate License Eligibility Certificate (for ASCAP and SESAC), attached hereto as Schedule D and incorporated herein by this reference, and will comply with all of the terms and conditions set forth therein; (iii) Broadcaster's gross revenues (including, without limitation, the fair market value of goods and services received as barter, as applicable) derived from Broadcaster's Content or any related Broadcaster websites (including, without limitation, from any products, services or features offered on such websites) (collectively, "Broadcaster Revenues") total Thirteen Thousand Dollars ($13,000) or less for any annual period; (iv) Broadcaster Revenues total $1,200 or less for any monthly period; (v) Broadcaster's annual Sessions (as such term is defined in Schedule D) total 550,000 or less; (vi) Broadcaster has a maximum of 500 simultaneous listeners of Broadcaster's Content at any given time; (vii) no Broadcaster website or service on which Broadcaster's Content is accessible contains any musical performances that are not part of Broadcaster's Content as transmitted via the Services; and (viii) Broadcaster's main offices and the majority of Broadcaster's employees are located in the United States. Further, Broadcaster agrees to supply Live365 with reasonable back-up documentation evidencing its compliance with the A/B/S Eligibility Criteria from time to time at Live365's request during the Term.
  8. 8. Broadcast Packages Exclusive of A/B/S Licenses
    If Broadcaster has checked the box marked "Do not cover my website under an A/B/S license," Broadcaster will be solely responsible for obtaining any and all required licenses, if applicable, from ASCAP, BMI and SESAC in connection with the transmission and other exploitation hereunder of Broadcaster's Content via the Services. Broadcaster will also be responsible for any and all royalties or other payments that may be required in connection with the use of ASCAP, BMI and SESAC repertoire. At Live365's request, Broadcaster shall provide to Live365 reasonable back-up documentation evidencing that Broadcaster has directly obtained the required licenses from ASCAP, BMI and SESAC, and has made any required payments associated therewith. For avoidance of doubt, if Broadcaster has chosen a broadcast package that excludes ASCAP, BMI and SESAC licensing and royalty coverage, Live365 will not be responsible for any royalties or other payments due to ASCAP, BMI or SESAC in connection with Live365's transmission and other exploitation hereunder of Broadcaster's Content via the Services. If at any time during the Term Live365 determines that Broadcaster is not in compliance with the A/B/S Eligibility Criteria set forth in Section 7 above, or if ASCAP, BMI or SESAC terminates Live365's right to obtain a license from such Performing Rights Organization on Broadcaster's behalf (whether because Broadcaster has not complied with the A/B/S Eligibility Criteria or for any other reason), Live365 reserves the right, immediately upon written notice to Broadcaster, to modify the Rate Card such that Broadcaster will be deemed to have chosen, on a prospective basis, a broadcast package that excludes ASCAP, BMI and SESAC licensing and royalty coverage ("A/B/S-Excluded Broadcast Package"). Upon receipt of Live365's written notice that Broadcaster's broadcast package has been modified to an A/B/S-Excluded Broadcast Package, Broadcaster shall have the right to terminate this Agreement on written notice to Live365. In the event that Live365 does not receive such notice of termination from Broadcaster within ten (10) business days of the date of Live365's written notice of modification, Broadcaster shall be deemed to have accepted the broadcast package modification and, effective as of the date of Live365's written notice of modification, Broadcaster shall be solely responsible for obtaining, and paying all amounts associated with, any required licenses from ASCAP, BMI and SESAC. Upon Live365's request, Broadcaster shall promptly provide to Live365 back-up documentation evidencing that Broadcaster has directly obtained the required licenses from each of ASCAP, BMI and SESAC.
  9. 9. Broadcaster's Obligations
    Broadcaster shall at all times: (a) comply with all applicable laws, rules and regulations and Live365's policies (as amended from time to time), including, without limitation: (i) license restrictions (if any) imposed by any entity on the transmission of Broadcaster's Content, which restrictions (if any) shall be disclosed to Live365 in writing prior to the Term; (ii) Live365's terms of use and privacy policy; (iii) applicable data protection laws, rules and regulations, if any, in any applicable jurisdiction; and (iv) the Digital Millennium Copyright Act ("DMCA"); (b) comply with the technical and other requirements made by Live365 for the performance of the Services, including: (i) to transmit Broadcaster's Content to Live365 at a speed designated by Live365 (an ISDN line or faster for simulcasts); (ii) to upload and maintain sound files for Broadcaster's Content in accordance with Live365's specifications (as the same may change from time to time); (iii) to ensure that proper ID3 tagging is provided to Live365 with respect to each sound recording on each playlist corresponding to Broadcaster's Content; and (iv) to ensure that Broadcaster's website includes a "powered by Live365" logo – or, upon Live365's request, a similar logo (such as "powered by Athena365") – in close proximity to the link(s) to Live365; and (c) inform Live365 in writing immediately upon receipt of notice from any third party alleging that Broadcaster's Content or any part of it: (i) infringes any third party copyright, trademark, trade secret or any publicity, privacy or patent right or other similar personal or proprietary rights; or (ii) is in breach of Live365's terms of use or privacy policy.
  10. 10. Broadcaster's Warranties
    Broadcaster represents and warrants that: (a) Live365's receipt, storage, use, reproduction, transmission or retransmission of Broadcaster's Content or any part of it ("Handling") shall not violate or infringe any third party intellectual property rights or any publicity or privacy right; (b) Live365's use of the Broadcaster Marks, and any updates and modifications of them, shall not violate or infringe any intellectual property rights or any publicity or privacy right; (c) Live365's Handling of Broadcaster's Content or any part of it shall not breach any content standards requirements or codes promulgated by any relevant authority to whom Broadcaster and Live365 may be subject; (d) Broadcaster's Content will not contain or disclose processes or instructions which, if implemented, might cause damage or injury to any person or property; (e) Broadcaster's Content, if unsuitable for minors, will be marked or clearly identified by warnings that it is unsuitable in accordance with current industry standards, content requirements or codes of practice promulgated by the relevant authority; (f) Broadcaster's Content (inclusive of both sound recordings and any underlying musical compositions or literary works) is either owned by and original to Broadcaster or has been lawfully obtained and licensed from any and all applicable third parties (subject to Section 7 above, to the extent applicable); (g) Broadcaster has authority or has obtained any and all necessary approvals or licenses (compulsory or otherwise, and including, without limitation, all required licenses from the U.S. Performing Rights Organization, subject to Section 7 above, to the extent applicable), and has made or will make any associated required payments, for the storage, use, reproduction, distribution, exploitation, performance, transmission and retransmission of Broadcaster's Content or any part of it over the Internet and/or via wireless networks, and that such authority, approval or license, if any, is current and in full force and effect; (h) Broadcaster's Content, or any part thereof, does not contain material that is defamatory, libelous, obscene or otherwise unlawful; (i) no litigation is pending or threatened with respect to Broadcaster's Content or any part of it; (j) all service or product claims made by Broadcaster pursuant to or in connection with this Agreement shall be true and correct and fully substantiated in accordance with applicable government laws and regulations, and Broadcaster shall not perform any act (or fail to perform any act) in violation of any government law, statute, or regulation; (k) Broadcaster has read and understood the content of Live365's terms of use and privacy policy; and (l) Broadcaster shall at all times comply with the provisions of applicable laws, rules and regulations and with Live365's policies, including without limitation Live365's terms of use and privacy policy. For the avoidance of doubt, Live365 has no responsibility for the content of Broadcaster's Content and no obligation to review, edit or monitor such content.
  11. 11. Press releases
    Live365 shall have the right, in its sole discretion, to issue any press release or make any other public announcement or statement relating to any terms or conditions of this Agreement or any fact or surrounding circumstance relating to Live365's transmission of Broadcaster's Content. Notwithstanding anything to the contrary contained herein, Broadcaster shall not have the right to issue any press release or make any other public announcement or statement relating to any terms or conditions of this Agreement, or any fact or surrounding circumstance relating to Live365's transmission of Broadcaster's Content, without Live365's prior written consent.
  12. 12. Limitation of Liability
    IN NO EVENT SHALL LIVE365 BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE, EVEN IF LIVE365 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LIVE365'S LIABILITY FOR MONETARY DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL AMOUNT RECEIVED BY LIVE365 FROM BROADCASTER DURING THE TERM OF THIS AGREEMENT.
  13. 13. Disclaimer
    TO THE EXTENT PERMITTED BY APPLICABLE LAW, LIVE365 PROVIDES THE LIVE365 TECHNOLOGY AND SERVICES "AS IS," WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. LIVE365 EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS SECTION CONTAINS THE ONLY WARRANTIES, EXPRESS OR IMPLIED, MADE BY LIVE365. ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE EXPRESSLY EXCLUDED AND DECLINED. LIVE365 DISCLAIMS ANY IMPLIED WARRANTIES, PROMISES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR NON-INFRINGEMENT, WHETHER AS TO ANY LIVE365 TECHNOLOGY OR SERVICES (INCLUDING ANY TOOLS) RENDERED BY LIVE365 AND/OR THE TECHNOLOGY DEPLOYED IN CONNECTION THEREWITH. LIVE365 MAKES NO REPRESENTATION THAT THE OPERATION OR PROVISION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND LIVE365 WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
  14. 14. Indemnity
    Broadcaster hereby indemnifies and holds harmless, and agrees to defend against any third-party claim or action brought against Live365 or any of its parent, subsidiary or affiliated companies, its or their directors, officers, employees, licensees, agents, attorneys, assigns or independent contractors, from and against any and all claims, actions, losses, liabilities, damages, costs and expenses (including legal fees and costs) arising out of or in connection with any claim(s) that would constitute a breach of any warranty, representation, covenant or agreement made by Broadcaster in this Agreement ("Indemnified Claims"). Live365 shall (at Broadcaster's expense) be entitled to participate in the defense of any Indemnified Claim with its own counsel.
  15. 15. Discontinuance
    Live365 reserves the right to cease, discontinue, suspend or delete any transmissions of Broadcaster's Content if, in Live365's sole opinion, Broadcaster's Content is in breach of any part of this Agreement or would violate the intellectual property or other rights of a third party. If Live365 ceases, discontinues, suspends or deletes any Broadcaster's Content, Live365 shall provide Broadcaster with reasonable notice prior to such discontinuation unless the circumstances dictate otherwise.
  16. 16. Term; Termination
    The term of this Agreement shall commence on the date on which Live365 has received a copy of this Agreement completely executed by Broadcaster and, subject to the parties' rights of termination below, shall continue initially for a period of one (1) year thereafter (the "Initial Term"); provided, however, that (a) thereafter, the Term shall continue for successive one (1) month periods (each a "Renewal Period") unless either party gives written notice (which shall be deemed effective upon receipt), at least thirty (30) days prior to the end of the Initial Term or any Renewal Period, as applicable, that the Agreement shall be terminated, and (b) either party may terminate this Agreement at any time by written notice to the other party (which shall be deemed effective upon receipt) if the other party materially breaches any of its agreements, covenants, warranties, representations, indemnities or obligations under this Agreement. From time to time herein, the Initial Term and any Renewal Period shall be referred to collectively as the "Term." On termination or expiry of this Agreement for any reason, Live365 may cease transmission of Broadcaster's Content and shall have the right to delete any and all of Broadcaster's Content, data and other materials on its servers. Upon termination of this agreement as specified herein, except as otherwise set forth in this Agreement, Live365 shall have no obligation whatsoever to repay any amounts (including payments in advance) received from Broadcaster in respect of Services provided hereunder, and Broadcaster shall have no further obligation to make payments to Live365.
  17. 17. Assignment
    This Agreement and any licenses and rights herein granted are personal to Broadcaster and shall not be assigned, transferred (by merger, operation of law or in any other manner), sublicensed or encumbered by Broadcaster without Live365's prior written consent. Any purported transfer, assignment or delegation in violation of the foregoing will be null and void and of no force or effect. Live365 may assign, directly or indirectly, all or part of its rights or obligations under this Agreement without notice to Broadcaster or obtaining prior consent from Broadcaster.
  18. 18. Notices
    Any communication in connection with this Agreement shall be in writing and sent by fax or prepaid post (unless the address is changed by a notice), To Live365: at the address provided above, Attn: General Counsel. To Broadcaster: at the address set forth below.
  19. 19. General
    This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous communications. The Agreement may not be modified except by a written agreement signed by authorized representatives of Live365 and Broadcaster. If a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to implement the intent of the parties, and the remainder of the Agreement shall continue in full force and effect. No waiver of any breach shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. No employer-employee relationship, partnership or joint venture is created hereunder. The parties each agree to take all actions and execute all documents as may be necessary or desirable to carry out or implement and give full effect to the provisions and intent hereof. This Agreement and all matters arising under it shall be governed by the applicable laws of the USA, including U.S. intellectual property laws, and the laws of California applicable to contracts entered into and wholly to be performed therein, without regard to choice of law rules. The parties consent to the exclusive jurisdiction of and bring any actions, suits or proceedings in the California state courts located in San Mateo County or the federal courts located in the Northern District of California. This Agreement may be executed in one or more counterparts, each of which, when taken together, will be deemed to constitute one and the same instrument. Facsimile signatures on this Agreement will be deemed originals for all purposes.


Schedule A

Professional Broadcasting Rate Card



Schedule B

Compensation For Advertising Insertion


Pursuant to Section 2 of this Agreement and in full consideration of Broadcaster's grant of Advertising Insertion Rights, Live365 will award a $1,000.00 credit to a participating Broadcaster upon reaching certain milestones under Live365's "Pro Points Rewards Program."


A participating Broadcaster will be entitled to a $1,000 credit for every 500,000 points earned by the Broadcaster on Broadcaster's Live365 station. Points are earned based on the amount of third-party (i.e., non-Live365) advertisements that are inserted by Live365 and then delivered through Broadcaster's Live365 station. (As of September 2011, one point is earned for every third-party advertisement that Live365 delivers to Broadcaster's station.) Points roll over every month. If Broadcaster's account or station is terminated or is otherwise closed before reaching the 500,000-point threshold, then Broadcaster's points drop down to zero, and the Broadcaster is not entitled to any portion of the $1,000 credit. Broadcaster is not permitted to combine points from two or more of Broadcaster's stations in order to reach the 500,000-point threshold. The individual points earned by Broadcaster have no cash value.


Upon reaching the 500,000-point threshold, a $1,000 credit will be placed in Broadcaster's account, and Broadcaster may request to receive payment from Live365. Only those Broadcasters whose Live365 accounts are current (i.e., not delinquent) are eligible to receive payment from Live365.


Live365 has the right to modify the terms of the "Pro Points Rewards Program" at any time. For the latest terms and conditions about Live365's "Pro Points Rewards Program" – including the most up-to-date calculation of the advertisement-to-point ratio and additional information about how to receive your payment from Live365 – please refer to Live365 "Rewards Details" page, which is available at: http://www.live365.com/broadcast/rewards/details.live



Schedule C

BMI's Live365 Minicaster Web Site Music Performance Agreement



Schedule D

Live365 Affiliate License Eligibility Certificate (for ASCAP and SESAC)