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.

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