AUDACY PODCAST DESTINATION / CONTENT LICENSE AGREEMENT

As a Libsyn podcast owner (“Podcaster” or “I” ), I authorize Libsyn to create a AUDACY specific destination in my account and to provide to Audacy the destination URL so as to allow the inclusion of my content into the AUDACY service in accordance with the terms of the Audacy Podcast Content License. By authorizing the creation of this destination and publishing Podcast Content (as defined herein) to this destination I warrant and represent and agree to the following:

Podcaster and Audacy acknowledge and agree that the destination URL and RSS feed(s) provided by Podcaster may be amended at any time upon written notice from Podcaster to Audacy (via email to libsyn). Audacy will make the requested changes within five (5) business days from the date upon which Audacy receives such written notice from Podcaster to Audacy.
The submission of Content to Audacy does not obligate Audacy to use the Content.
If Audacy selects the Content for use on the App, I acknowledge and agree that I am providing the Content at no cost to Audacy, Audacy shall not be required to pay me any fee in connection with use of the Content on the App, and Audacy may remove the Content at any time from the App for any reason, without notice to Podcaster and without any liability to Audacy.
I hereby grant to Audacy, a non-transferable, non-exclusive, royalty-free worldwide right and license to (i) use and distribute the Content in conjunction with the App, and (ii) display the Podcast through the App to end users of the App for so long as I make content available to Audacy and the App; in so doing, I respectively waive any potential claims against Audacy or any of its affiliates with respect to any such usage in whole, or in part, alone or in compilation with content provided by third parties.
Only so long as Podcaster’s Content is available to end users on the App:
1. Podcaster hereby acknowledges and agrees Audacy shall have the right to sell certain advertising on the App in connection with the Content transmitted through the App, including, without limitation, banner and display advertising that is not targeted to the Content (“App Advertising”). All revenue derived from the sale of such App Advertising shall at all times remain the sole and exclusive property of Audacy.
2. Each party hereto grants to the other party hereto a limited, non-exclusive, non-transferable, non-assignable, royalty free license to use certain copyrights, trademarks, servicemarks, and tradenames (the “Mark(s)”) in connection with each such party’s performance of its respective obligations hereunder. Any such use of a party’s Marks shall be subject to the prior approval of the party that owns the Marks. Both parties acknowledge and agree that each party’s respective Marks are and shall remain the sole and exclusive property of the party who owns those Marks, and that they are not acquiring any rights of any nature whatsoever in the other Marks, other than the limited, nonexclusive, non-transferable, and non-sub licensable license to use the Marks as contemplated in this Agreement during the term. The parties acknowledge and agree that, as between Audacy and Podcaster, “Audacy”, and substantially similar marks are Marks owned by Audacy (“Audacy IP”), and Affiliate represents and warrants that Affiliate shall not file, register, record, or buy any name, design, form, domain name, or anything else that may be confusingly similar to the Audacy IP. Without limiting the generality of the foregoing, during the Term, Podcaster hereby grants Audacy a non-exclusive, royalty-free license to use Marks owned by Podcaster used in and/or in connection with the Content (“Podcaster IP”) (i) in making the Content available on the App; (ii) to promote and publicize the Content and its availability on the App; and (iii) in promotional and marketing materials for the App, whether such materials are produced by Audacy or a third party on Audacy’s behalf.
I represent and warrant to Audacy (i) I have the power and authority to enter into this Agreement and to perform all of its obligations hereunder; (ii) neither the execution and delivery of this Agreement nor the Content will violate any agreement to which it is a party or any federal, state, or local law or regulation to which it is subject; (iii) I have all requisite rights, waivers, permissions, licenses, clearances, power, and authority to grant to Audacy use of the Content (including any third party content included in the Content) and Podcaster IP; (iv) any materials provided to Audacy by or through Podcaster, including, without limitation, the Content and the Podcaster IP will not infringe upon the copyrights, rights of publicity, trademarks, patents or any other intellectual property rights of any third party; (v) I have, or have procured, and will maintain all necessary rights, title, and interest in and to the Content, including, without limitation, all necessary public performance rights, music publishing and performance rights, consents, licenses, and clearances with respect to its offering of the Content; (vi) the Content does not contain or convey any offensive or objectionable material, including without limitation material that would be considered indecent, profane, obscene, explicitly sexual, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, libelous, hateful, or racially or ethnically disparaging; (vii) the Content does not encourage unlawful behavior; (viii) the Content does not disclose any detailed personal, physical, contact, or otherwise confidential information that may belong to a third party or invade the right of privacy or publicity of any person; and (ix) Podcaster shall comply with all applicable laws including, but not limited to the Digital Millennium Copyright Act (“DMCA”), court orders, government regulations or other ruling or regulation of any government agency.
I hereby release and discharge Audacy its parents, subsidiaries, and affiliated companies, and their respective officers, directors, members, managers, employees, agents and representatives as well as each of its sponsors and/or producers (and their respective officers, directors, members, managers, employees, agents and representatives) (collectively the “Released Parties”) from any and all claims, manner of actions, causes of action, suits, debts, accounts, contracts, agreements, controversies, judgments, damages, liabilities and demands of any nature for compensation, damages, or injury, including but not limited to claims for libel, false light, invasion of privacy, or other infringements of personal, property or proprietary rights of any nature, foreseen or unforeseen, (i) associated with or arising out of the commercial or other uses of these Content regardless of the nature of such use; and (ii) which Podcaster ever had, now has, or hereafter can, shall or may have against Released Parties, in connection with, or by reason of a result of, the submission of the Content.
I hereby agree to indemnify and hold harmless the Released Parties against any and all loss, liability, claims, damages and other expenses, including reasonable attorney’s fees, arising from: (a) Audacy’s authorized use of the Content under this Agreement; (b) any act or omission by Podcaster; and (c) any breach of Podcaster’s representations, warranties and covenants in this Agreement.
IN NO EVENT WILL Audacy BE LIABLE TO PODCASTERr OR ANY THIRD PARTY FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, RELIANCE, EXEMPLARY OR PUNITIVE DAMAGES OR FOR ANY LOSS OF PROFITS, OR LOSS OF USE DAMAGES HEREUNDER, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME.
As between Podcaster and Audacy, (i) Podcaster retains all right, title and interest in and to the Content, and all right, title and interest in and to the intellectual property rights embodied in the Content and (ii) Audacy retains all right, title and interest in and to Audacy and the App, and all right, title and interest in and to the intellectual property rights embodied in Audacy and the App.
I have read this Agreement and fully understand its contents. This Agreement, along with Audacy’s Website and Digital Media Terms of Use and Audacy’s Privacy Policy each fully incorporated herein by this reference, expresses and contains the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements or other communications between the parties with respect to the subject matter hereof. This Agreement shall be binding upon heirs, successors, assigns and legal representatives of the parties hereto and inure to the benefit of permitted successors and assigns. No provision of this Agreement may be waived or modified, in whole or in part, except by a written agreement signed by each of the parties. Failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of its rights under that or any other provision. No waiver of any provision of this Agreement in any instance shall be deemed to be a waiver of the same or any other provision in any other instance. This Agreement shall in all respects be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law principles. If any provision of this Agreement is held to be invalid or unenforceable by any court or tribunal of competent jurisdiction, the reminder of this Agreement shall not be affected thereby, and such provision shall be carried out as nearly as possible according to its original terms and intent to eliminate such invalidity or unenforceability. I intend for Audacy to rely upon the representations, warranties, affirmations, acknowledgements, and covenants, which I have made to Audacy herein.