This is an agreement between indiradio, an LLC corporation (“Licensee”) and the user, a registered account on the indiradio web site (“Licensor”).

WHEREAS, Licensee has established a World Wide Web site and affiliated sites with the Web addresses of indiradio.com, myindiradio.com, myindieradio.com, myindyradio.com and indiradio.net (the “Site”), and Licensor has various information or content that Licensee wishes to license;

NOW, THEREFORE, the parties hereby agree as follows:

1. License.
   
   1. Licensor hereby grants to Licensee a non-exclusive world-wide license (the “License”) for the use, publication and posting on the Site of the information and content itemized in Exhibit A (the “Licensed Content”).
   2. Licensor shall provide the Licensed Content within thirty (30) days in a format that will allow Licensee to easily upload or post the Licensed Content onto the Site.
2. Term.
   
   1. The term of this Agreement shall be for one (1) year and will be automatically renewed for successive one (1) year periods unless either party elects to terminate this Agreement effective as of the end of the initial term or renewal term(s) as appropriate.
   2. Notice of termination shall be made no later than 60 days prior to the end of the initial term or renewal term(s), as appropriate.
3. Representations and Warranties Regarding Licensed Content.
   
   1. Licensor hereby represents and warrants that: (1) the Licensed Content is owned or licensed by Licensor and does not breach or infringe any copyright, common law right, or other right of any third party; (2) the Licensed Content does not contain any matter which is scandalous, libelous, obscene, an invasion of privacy, or otherwise unlawful; and (3) Licensor has the right, power and authority to enter into and perform this Agreement.
   2. Licensor shall defend, indemnify, and hold harmless Licensee from any claims, demands, liabilities, losses, damages, judgments, and the like (including but not limited to attorneys’ fees incurred) directly or indirectly relating to any claim by a third party of infringement of any copyright or other right with respect to the Licensed Content and from the breach of the other representations and warranties contained in this Section 3.
4. Licensee Covenants.
   
   1. Licensee covenants that the Site will be operated in a professional manner in compliance with all laws in all material respects.
   2. Licensee covenants to properly acknowledge on the Site that the Licensed Content is the copyrighted work of Licensor.
5. Miscellaneous.

   This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona without regard to conflict of law principles. If Licensee changes the Site Web addresses, this License shall be deemed to apply to such changed sites at Licensee's discretion. This Agreement contains the entire agreement and understanding between the parties hereto with respect to its subject matter and supersedes any prior or contemporaneous written or oral agreements, representations, discussions, proposals, understandings, and the like respecting the subject matter hereof. The headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting this Agreement. The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against either party. The prevailing party in any dispute shall be awarded its attorneys’ fees and expenses incurred. The parties will cooperate with each other as reasonably requested to effectuate the purposes and provisions of this Agreement. This Agreement may be amended only by a writing signed by the parties.

   indiradio reserves the right to refuse any submission of content.

EXHIBIT A

Licensed Content

Any submission of content to the “Site”; examples include but not limited to:

1. Audio
2. Text
3. Images
4. Video