PANDORA DESTINATION / CONTENT LICENSE AGREEMENT

As a Libsyn podcast owner ("Podcaster" or "I" ), I authorize Libsyn to create a Pandora specific destination in my account and to provide to Pandora the destination URL so as to allow the inclusion of my content into the Pandora service in accordance with the terms of the Pandora 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:

That by publishing Podcast Content to my Pandora destination I am granting Pandora a non-exclusive license to all of the audio and/or video Podcast Content published to this destination, including any associated metadata, images or other associated content (the "Podcast Content") for use in connection with the Pandora Service. I own and or control all rights in and to the Podcast Content and all elements thereof including copyright therein and thereto to the Podcast Content which I am publishing to my Pandora destination and that none of that Podcast Content infringes upon or violates the rights of any third party including without limitation copyright trademark and rights of publicity or privacy or any other intellectual property rights of any third parties.

I am providing my Podcast Content at no cost to Pandora and that Pandora may in its sole discretion decide to use all, or parts of, the metadata provided, as well as to supplement and/or replace such metadata and Pandora shall have no obligation to make any payment to any third party in connection with the exploitation of the rights in and to the Podcast Content and/or rights granted hereunder; and Pandora may digitally transcode, make copies of, split into shorter tracks and otherwise process the Podcast Content to the extent reasonably necessary to transmit and communicate to the public the Podcast Content.

I understand that the Pandora service has an advertising supported model and some ads may appear around my Podcast Content (before or after) and that I will not have any say or connection to those advertisements nor will it be implied that I in any way endorse those advertisers. For the avoidance of doubt, Pandora will not share advertising revenue with Libsyn or Podcaster for ads placed by Pandora before and/or after the episodes of the Authorized Content. Pandora may make and store on Pandora's servers such internal copies of my Podcast Content as are reasonably necessary to enable Pandora to transmit Podcast Content to the public and that Pandora will determine, at its sole discretion, whether the Podcast Content will be distributed via the Service, and Pandora shall be entitled to use the Podcast Content in conjunction with all of the tiers, features and functionalities of the Pandora Service.

Pandora shall be under no obligation to include and/or distribute the Podcast Content via their service and that Pandora shall have the right to withdraw my Podcast Content from their service with no liability whatsoever for any reason at any time.

I understand that the Pandora destination is a beta feature in the Libsyn system and Libsyn may at any time delete this destination from my account temporarily or permanently at their sole discretion.

I understand that nothing will be deemed to limit or restrict either party from entering into similar agreements with any other person or from offering services similar to the other party's.

I agree that neither party will make any statement (whether oral or in writing) in any press release, external advertising, marketing or promotion materials regarding the other party or its services unless: (a) it has received the express written consent of the other party, which will not be unreasonably withheld; or (b) it is required to do so by law. However, Pandora shall have the right to market, advertise and promote the Podcast Content via any of Pandora's marketing/advertising channels used from time to time, such as but not limited to television, radio, print and the Internet, in the customary manner employed by Pandora for comparable content.

I agree to withhold any mentions of this agreement and participation until which time Pandora has publicly announced the inclusion of the Podcast Content to their service. I agree that if it comes to my attention that any part of the Podcast Content that has been provided to Pandora is likely to infringe the Intellectual Property Rights of a third party that I will send written notice to Libsyn and/or Pandora I understand that Pandora shall cease any further transmission of the affected Podcast Content as promptly as practicable in accordance with the terms of the Pandora Podcast Content License Agreement..

I understand that as long as my Pandora destination is active my Podcast Content will continue to be re-distributed on the Pandora Service but that if I want all of my Podcast Content removed from Pandora I must send written notice to Libsyn and/or Pandora.

As between Podcaster and Pandora, all copyright and other intellectual property rights in and to the Service ("Pandora Intellectual Property") shall be owned exclusively by Pandora. For avoidance of doubt, nothing in this Agreement shall be construed to convey, and Podcaster by virtue of this Agreement shall not acquire, any ownership interest in any Pandora Intellectual Property. Podcaster shall not contest, or assist others in contesting, the validity, enforceability, ownership or title of any Pandora Intellectual Property.

As between Podcaster and Pandora, all copyright and other intellectual property rights in and to the published Podcast Content, images and other metadata Podcast Content ("Podcaster Intellectual Property") shall be owned exclusively by Podcaster. For avoidance of doubt, nothing in this Agreement shall be construed to convey, and neither Pandora nor any User by virtue of the limited rights granted hereunder shall acquire, any ownership interest in any Podcaster Intellectual Property.

Without limiting Pandora's rights per section 7 above, Pandora may withdraw Podcast content if Podcaster fails to adhere to the following:

(a) Podcaster will only sell advertising for placement during an episode of the Podcast Content on a "blind sale" basis (i.e. Podcaster will not represent itself to any third party as a "sales representative " of Pandora and may not offer to sell Pandora-specific advertising inventory separate from inventory sold to run on other services.) For the avoidance of doubt, Podcaster will not share advertising revenue for ads placed by Podcasters with Pandora.

(b) Podcaster will manage all advertising embedded in the Podcast Content and will ensure that all advertising Podcast Content is in compliance with Pandora's Ad Guidelines (http://pandoraforbrands.com/ad-guidelines/) which may be modified from time to time ("Pandora Ad Guidelines")

(c) At Pandora's request, Podcaster will remove any episode from the Pandora Destination with immediate effect if: (a) the advertising included in the Podcast Content does not comply with Pandora's Ad Guidelines (b) any advertising is or may be in violation of any applicable laws or regulations, (c) Pandora is instructed to take such action by the public prosecutor's office or another competent authority with respect to any advertising; (d) the advertising is likely to infringe the Intellectual Property Rights of a third party; (e) Podcaster in any relevant way fails to fulfill its obligations under this agreement or is otherwise in breach of the Agreement. Pandora may send Podcaster a written request to remove any advertising included in the Podcast Content and Podcaster will remove or cause Podcaster to remove such advertising within twenty-four (24) hours of its receipt of such notice (deselect that episode from the Pandora destination). If Podcaster fails to comply with the foregoing, Pandora may exercise its right to remove the applicable Podcast Content from the Service the Podcast Content License Agreement.

Podcaster will include Pandora in any promotional messages included in the Podcast Content (excluding archive episodes) during the Term of the Pandora Podcast Content License that mentions competitive podcast distribution platforms (e.g., "subscribe to us on Pandora, Stitcher, Apple Podcasts, Spotify, or wherever you get your podcasts.") If Podcaster fails to include Pandora in such promotional message mentioning competitive podcast distribution platforms, Pandora or Libsyn may notify Licensor of such failure and if after a reasonable cure period Licensor fails to modify promotional messages to include Pandora, Pandora may exercise its right to remove the applicable Podcast Content from the Service the Podcast Content License Agreement.

Podcaster irrevocably waives any and all rights to seek or obtain any injunctive or other equitable relief. Further, Podcaster will indemnify and hold harmless Pandora, its parents, subsidiaries, and their respective successors, assigns and licensees, from and against any loss, damage or expense, including court costs and reasonable attorney's fees, suffered or incurred as a result of or relating to any breach or alleged breach of this agreement, including Podcaster's representations and warranties hereunder.