Art19 and iHeartRadio Destination / Content License Agreement
January 17, 2017
iHeartMedia + Entertainment, Inc. ('IHM') owns, operates, and publishes an audio content delivery service currently known as 'iHeartRadio', which includes websites, widgets, Internet domains, audio and video content, and applications—operated on first party or third party platforms.
I authorize Art19 to create an iHeartRadio destination in my account and to provide to IHM the destination URL so as to allow the inclusion of my audio and/or video content, including, without limitation, any associated metadata, images or other associated content (the 'Podcast'), in iHeartRadio. By authorizing the creation of this destination and publishing my Podcast to this destination I hereby acknowledge and agree as follows:
1.I hereby grant IHM a worldwide, non-exclusive, sublicensable, royalty-free license to (i) use and distribute the Podcast in conjunction with iHeartRadio, (ii) display the Podcast through iHeartRadio to end users of iHeartRadio.
2.IHM may present display advertisements to end users in connection with the Podcast contemporaneously while the Podcast is played. I acknowledge and agree that I will not receive any revenue associated with the sale by IHM of any such advertisements.
3.I am providing the Podcast at no cost to IHM and IHM shall not be required to pay me any fee in connection with its use of the Podcast.
4.I understand that iHeartRadio shall be under no obligation to make the Podcast available via iHeartRadio and may remove the Podcast from iHeartRadio at any time without notice to me or liability to iHeartRadio.
5.iHeartRadio may use the Podcast, at no cost, in connection with any aspect of iHeartRadio including any paid tiers.
6.I grant IHM a worldwide, non-exclusive, sublicensable, royalty-free license to use, reproduce, publish, and distribute the registered and unregistered trademarks, service marks, logos and trade names as used in any Podcast.
7.I have all necessary rights, title, and interest in and to the Podcast; I shall procure and maintain all necessary public performance rights, music publishing and performance rights, consents, licenses, and clearances with respect to its offering of the Podcast; and the Podcast and any portion thereof (including any third party content included in the Podcast) do not and will not (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral rights, privacy rights, rights of publicity, or any other intellectual property or proprietary right, (b) slander, defame, libel or invade the right of privacy, publicity or other property rights of any person, or (c) generate spam, phish or violate any law. I shall immediately notify IHM if I become aware that any of the foregoing is untrue.
8.IHM may enter into similar agreements with any other person.
9.I will not make any oral or written statements, press releases, advertisements or other marketing statements regarding IHM’s inclusion of the Podcast in iHeartRadio without IHM’s prior written consent. IHM may advertise the Podcast’s presence in IHM.
10.I understand that as long as my iHeartRadio destination is active my content will be re-distributed on iHeartRadio but that if I want all my content removed from iHeartRadio, I must send written notice to Art19 and/or iHeartRadio.
11.As between me and IHM, I retain all right, title and interest in and to the Podcast, and all right, title and interest in and to the intellectual property rights embodied in the Podcast.
12.As between me and IHM, IHM retains all right, title and interest in and to iHeartRadio, and all right, title and interest in and to the intellectual property rights embodied in iHeartRadio.
13. IHM hereby grants to you, for so long as you have a Podcast in iHeartRadio, a non-exclusive, non-transferable, non-sublicensable, royalty-free, limited license throughout the world to: (1) use and display solely the 'Listen On iHeartRadio' button and logo ('Podcast Mark') (accessible via brand.iheart.com) solely on your website and with a hyperlink to your Podcast in iHeartRadio; (2) use of @iHeartRadio handle in connection with social media posts promoting your Podcast in iHeartRadio and with a hyperlink to your Podcast in iHeartRadio; and (3) reference iHeartMedia name in pre-approved press releases. It is understood and agreed that IHM shall retain exclusive title to and ownership of its names, logos, handles, hashtags, and the Podcast Mark ('IHM IP') and that no title or ownership is hereby transferred to you. All use by you shall inure solely to the benefit of IHM.
You agree that any use of the IHM IP shall be rendered in accordance with such specifications and standards as may be communicated by IHM to you from time to time; provided that you shall be given five (5) days time after notice to (i) comply with IHM’s request with respect to usage of the IHM IP; or (ii) cease use of IHM IP. All uses of the IHM IP will be in good taste and in such manner as will maintain and enhance the value of the IHM IP and the reputation for high quality associated with the IHM IP. IHM shall have the right, through its employees or designated representatives, to verify your compliance with the quality standards established by IHM with respect to your usage of the IHM IP. You recognize and acknowledge IHM’s rights in and to the IHM IP, that IHM has significant goodwill associated with the IHM IP, and that it is critical to IHM that such goodwill be protected and enhanced. You agree that you will not attack or contest the validity, title, and/or any rights of IHM in or to the IHM IP; use any colorable imitation, apply to register or maintain any application or registration of the IHM IP or any other mark confusingly similar thereto in any jurisdiction; take any action that would tend to destroy or diminish the goodwill of the IHM IP; misuse the IHM IP, which shall mean use inconsistent with these terms and conditions; or take any action that would bring the IHM IP into public disrepute.