Streaming Content License and Broadcaster Agreement

AudioNow Streaming Content License and Webcaster and/or Broadcaster Agreement This Streaming Content License Agreement ("Agreement") is made effective by and between a broadcasting entity ("Broadcaster") that accepts the terms of this Agreement by clicking a check box (or other acceptance mechanism) on the AudioNow website, and Alpine Audio Now, LLC, a Delaware limited liability company, with its principal place of business at 1930 Isaac Newton Square, West, Suite 207, Reston VA 20190 ("AudioNow"). The "Effective Date" is the date the Broadcaster accepts this Agreement via the AudioNow website. Whereas, Broadcaster is in the business of streaming audio content over a website or by other means (the Broadcaster Content), and Broadcaster owns and/or licenses at least part of the audio content streamed over the website and/or transmitted by other means; Whereas, AudioNow is in the business of providing audio-content broadcasters access to the AudioNow Platform, which is a proprietary universal technical and software infrastructure that serves as a transitory conduit for broadcasters and/or webcasters to stream the content received by AudioNow via digital, telephone, cellular and/or internet means (the AudioNow Platform) to individual personal end-user devices, which includes, but is not limited to, telephonic devices, computing devices, or mobile devices (the End-user Devices); Whereas, Broadcaster desires to make Broadcaster Content available to end users via AudioNows Platform for private listening to content from Broadcaster; and Whereas, the parties desire to cooperate in mutually beneficial activities to increase the number of individual listeners accessing Broadcaster Content through End-user Devices; Now, therefore, in consideration of the mutual covenants set forth herein, the parties hereby agree as follows: 1. SERVICES/LICENSED CONTENT 1.1 AudioNow Services. AudioNow services to Broadcaster shall include the ability to connect individual End-user Devices to Broadcaster Content on a live or pre-recorded streaming basis. Broadcaster understands, agrees, and acknowledges that AudioNow is not a broadcaster, but provides a technical platform which allows any End-user Device to access Broadcaster Content. The AudioNow Platform may include the ability to connect individual end users to Broadcaster Content by hosting Broadcasters internet stream as an internet intermediary. 1.2 Broadcaster Content. Broadcaster understands and acknowledges hereby that (i) AudioNow is a mere conduit for Broadcaster Content whether the Broadcaster Content is delivered to End-user Devices through AudioNows Platform as digital streaming content or as telephonic signals, and (ii) AudioNow delivers content to End-user Devices based on the actions of individual recipients, not to public forums. The AudioNow Platform communicates the Broadcaster Content to End-user Devices such that no public performance of the content occurs. See United States of America v. American Society of Composers, Authors, and Publishers, 09 Civ. 7074, U.S. District Court, Southern District of New York, 2009. Thus, under 17 U.S.C. Section 106 (4), there is no copyright violation since no copyrighted work, if any, in the Broadcaster Content is performed publicly as defined in 17 U.S.C. Section 101. Therefore, no public performance licensing fees are due based on AudioNow connecting End-user Devices to Broadcaster Content, and AudioNow is neither directly or secondarily liable for any royalty fees. In the event that any royalties are due for or copyrights applicable to any Broadcaster Content received at

the AudioNow Platform, such as mechanical rights, performance rights, digital webcasting rights, etc., Broadcaster retains all responsibility for the policing of copyright and payment of such royalties. Furthermore, the AudioNow Platform is excluded from copyright infringement and/or payment of royalties under 17 U.S.C. 512(a) because its transmission of Broadcaster Content is performed as a transitory digital network communication in that (i) the transmission of the material is initiated by or at the direction of Broadcaster, a person or entity other than AudioNow, the service provider; (ii) the transmission, routing, provision of connections, or storage of Broadcaster Content is carried out through an automatic technical process without selection of the material by AudioNow, the service provider; (iii) AudioNow, the service provider, does not select the recipients of the material except as an automatic response to the request of another person, namely each individual end user; (iv) no copy of the material made by the service provider in the course of such intermediate or transient storage is maintained on the system or network in a manner ordinarily accessible to anyone other than anticipated recipients, and no such copy is maintained on the system or network in a manner ordinarily accessible to such anticipated recipients for a longer period than is reasonably necessary for the transmission, routing, or provision of connections; and (v) the material is transmitted through the AudioNow Platform without modification of its content. In addition, communicating the Broadcaster Content through the AudioNow Platform to End-user Devices falls under the copyright exemption of performances under 17 U.S.C. 110 (5)(A) for a "communication of a transmission embodying a performance or display of a work by the public reception of the transmission on a single receiving apparatus of a kind commonly used in private homes because (i) a direct charge is not made by the individual user to see or hear the transmission; and (ii) the transmission thus received by the individual user is not further transmitted to the public. 1.3 Broadcaster License. To the extent that Broadcaster has a license it is able to grant to the Broadcaster Content, AudioNow shall receive Broadcasters license to the Broadcaster Content. Any content within the Broadcaster Content, that Broadcaster has the right to license or sublicense to AudioNow for any purpose from its website or other means, Broadcaster hereby grants all its rights to AudioNow to receive the Broadcaster Content and conduct such content through the AudioNow Platform to End-user Devices. Broadcaster hereby grants to AudioNow a non-exclusive, worldwide right to allow Enduser Devices to receive the Broadcaster Content through any technology now known, or hereafter developed, via telephone connections to AudioNow's platform and/or with AudioNow as an internet intermediary to the End-user Devices. 1.4 Ownership, Royalties, and Reservation of Rights. Except for the license granted hereunder, Broadcaster retains all right, title and interest in and to the Broadcaster Content and nothing in this Agreement shall be construed to restrict, impair, transfer, license, convey or otherwise alter or deprive Broadcaster of any of its rights or proprietary interests in any intellectual property, content, data, information or any other materials or rights, tangible or intangible. 1.5 Access Assistance. Broadcaster agrees to provide its internet stream in a format acceptable to AudioNow, including but not limited to MP3, and in a format compatible with most streaming media players. 1.6 Trademark License. Subject to the terms and conditions of this Agreement, Broadcaster hereby grants AudioNow a non-exclusive right to use the Broadcasters trademark solely in connection with displaying the Broadcasters link to the Broadcaster site or to use the Broadcaster trademark in promoting the AudioNow streaming content access model as set forth in this Agreement. Subject to the terms and conditions of this Agreement, AudioNow hereby grants Broadcaster a non-exclusive right to use the AudioNow trademark solely in connection

with displaying the AudioNow Link to the Broadcaster site or to use the Broadcaster trademark in promoting the AudioNow streaming content access model as set forth in this Agreement. Use of a party's Link and trademark shall be subject to an y usage guidelines and notice requirements provided by such party from time to time, including, without limitation, such partys right, in its sole discretion, to change the appearance and/or style of the Link. Each party shall provide to the other party samples of such partys use of the other partys trademarks, from time to time as requested by the other party. If the other partys trademark is deficient in quality, the other party shall notify the first party of any such deficiencies and the first party shall make commercially reasonable efforts to correct promptly such deficiencies. All use of a partys trademarks (including, without limitation, any goodwill generated by such use) shall inure to the benefit of such party and, except for the limited right and license granted above, the other party shall not have or obtain any right, title or interest in or to such partys Link or any other trademark of such party. 1.7 Promotional Agreement by Broadcaster and AudioNow. AudioNow agrees to provide Broadcaster Content to end users at its cost and expense in exchange for Broadcasters agreement to promote or acknowledge AudioNows service as set forth in this Agreement and to the fullest extent allowable under the Broadcasters license. 2. FEE SCHEDULE 2.1 Fees and Payment. Broadcaster shall pay AudioNow a one-time non-refundable connection fee of $200. Broadcaster acknowledges that a separate connection fee will be applied to each station and/or signal operated or broadcast by Broadcaster. Broadcaster agrees that in the event Broadcaster fails to deliver an average daily call volume of not less than 200 calls daily, calculated on a monthly basis, within one calendar year from inception, Broadcaster will pay a re-connection fee of $200 or face termination. Payment shall be made by credit card in advance, based on information provided by AudioNow. 2.2 Advertisements. Broadcaster acknowledges that AudioNow has made and will continue to make significant investments in telephony and its supporting technology which exceed the cost of the service provided to Broadcaster. In consideration therefor, AudioNow shall have sole discretion in the placement and management of audio ads, including "gateway" and other ads regularly sequenced on the AudioNow Platform, unless a contrary agreement is expressly reached. The audio ads shall not exceed 15 seconds. Any such audio ads, which may rely on proprietary systems, shall not interfere with or otherwise displace any Broadcaster Content, unless during the audio ad, callers select options that result in delivery of more material or otherwise engage the caller. AudioNow shall be responsible to contract for and/or pay royalties and protect copyrights on all advertising content AudioNow inserts prior to connecting individual end users to Broadcaster Content. AudioNow and Broadcaster shall notify each other in advance if either disapproves of certain sponsors or sponsorship categories and shall cooperate to reasonably avoid airing disapproved sponsorships. For detailed advertising standards click here. 3. TERM AND TERMINATION 3.1 Term and Target Date. This Agreement shall commence on the Effective Date as evidenced by Broadcasters agreement to "check" the box on the AudioNow website and shall remain in effect for a period of one (1) year (the "Initial Term"). This Agreement shall thereafter renew automatically for successive one (1) year periods (each, a "Renewal Term"), unless either party notifies the other in writing of its intent to terminate at least thirty (30) days prior to the end of the Initial Term or any Renewal Term. Within seven (7) days after execution of this Agreement, Broadcaster and AudioNow shall agree on a "Target Date" or "Launch Date" which shall be the date on which service is

commenced and Broadcaster Content made available to individual end-users utilizing the AudioNow Platform. This date shall not be more than fourteen (14) days from execution of the Agreement and shall depend on Broadcaster delivering all required elements for registration including an MP3 audio stream or other format acceptable to AudioNow, a gateway identification audio recording, and other items as required in the registration process. 3.2 Termination. Thirty (30) days following the first day of service, either party may terminate this Agreement at any time upon written notice to the other party. AudioNow shall immediately have the right to terminate the Agreement and/or the availability of Broadcaster Content to End-user Devices via the AudioNow Platform if AudioNow is made aware of copyright infringement or unpaid royalties related to the Broadcaster Content. 3.3 Effect of Termination. Any and all rights and licenses to AudioNows trademarks granted hereunder shall terminate immediately and automatically upon the expiration or termination of this Agreement. Sections 5, 6 and 7 shall survive any expiration or termination of this Agreement. Neither party shall be liable to the other for damages of any kind solely as a result of terminating this Agreement in accordance with its terms. Termination of this Agreement by a party shall be without prejudice to any other right or remedy of such party under this Agreement or applicable law. AudioNow shall be under no obligation to provide continued service or secure alternative access arrangements. 4. ADVERTISING STANDARDS AudioNow reserves the right to accept or reject any ads that in its sole discretion would be deemed offensive to some or all of its broadcast partners. AudioNow is dedicated to running family-friendly advertising only. The basic principles of advertising acceptance are: advertising should be honest and in good taste, advertising claims should be substantiated, and qualifying information about the attributes or use of a product should be disclosed if necessary to avoid misleading consumers. AudioNows acceptance of any advertisements shall be governed by the general guidelines and /or restricted categories set forth below. For detailed advertising standards, click here . Advertising that promotes the following shall not appear within or be associated with the AudioNow network: 1) advertising that makes false or misleading factual claims; 2) firearms, guns, ammunition, and fireworks; 3) illegal drugs and paraphernalia, including marijuana, bongs, etc.; 4) sensationalism, such as killer bees, gossip, aliens, scandal, etc.; 5) defamatory content; 6) content depicting or describing sexual or excretory functions or organs in a manner that is patently offensive as measured by contemporary community standards for the broadcast medium; 7) offensive language, including proxies for bad language such as X@#%!, mother-F-er, etc.; 8) gambling, but excluding state lotteries, sweepstakes and fantasy leagues, legal hotel casinos and Native-American owned casinos licensed to conduct the games being advertised; 9) contraceptives, partly restricted, for extended guidelines, click here; 10) tobacco, including cigarettes, cigarillos, and chewing tobacco; 11) alcohol other than beer and/or wine, except in accordance with the AudioNow Guidelines for Accepting Distilled Spirits Advertising, if applicable; 12) discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; 13) illegal activities or any materials that infringe or assist others to infringe on any copyright, trademark or other intellectual property rights; 14) any and all content reasonably determined to be unlawful, harmful, threatening, defamatory, obscene, indecent or harassing; 15) an implied affiliation or favored status with AudioNow. 5. INDEMNIFICATION 5.1 By Broadcaster. Broadcaster shall indemnify, defend and hold harmless AudioNow, its officers, directors, employees, affiliates, subsidiaries, agents, successors and assigns from and against any liability, claim, suit, proceeding, demand or action and any

damages, losses, costs, expenses or settlement fees incurred in connection therewith (including reasonable attorney fees and costs) arising out of or relating to (i) any third party claim that the Broadcaster Content, Broadcaster Link or any other Broadcaster trademark provided by Broadcaster to AudioNow for use pursuant to this Agreement infringes, misappropriates or violates any copyright, trademark, trade secret, privacy, publicity or other intellectual property or proprietary right of any person, or that any royalties are due on any Broadcaster Content received at the AudioNow Platform, or (ii) any third party claim of libel, defamation, fraud, misrepresentation or other similar claim in connection with the Broadcaster Content, Broadcaster Link or any other Broadcaster trademark provided by Broadcaster to AudioNow for use pursuant to this Agreement; provided that (i) AudioNow gives Broadcaster prompt written notice upon becoming aware of any such claim, (ii) AudioNow reasonably cooperates with Broadcaster in the defense of such claim, and (iii) Broadcaster has sole and exclusive control over the defense and settlement of any such claim. 5.2 By AudioNow. AudioNow shall indemnify, defend and hold harmless Broadcaster, its officers, directors, employees, affiliates, subsidiaries, agents, successors and assigns from and against any liability, claim, suit, proceeding, demand or action and any damages, losses, costs, expenses or settlement fees incurred in connection therewith (including reasonable attorney fees and costs) arising out of or relating to (i) any third party claim that any AudioNow trademark or content inserted by AudioNow onto the Broadcaster Content and delivered to an End-user Device infringes, misappropriates or violates any copyright, trademark, trade secret, privacy, publicity or (ii) any third party claim of libel, defamation, fraud, misrepresentation or other similar claim in connection with content inserted by AudioNow onto the Broadcaster Content or any AudioNow trademark provided by AudioNow for use pursuant to this Agreement; provided that (i) Broadcaster gives AudioNow prompt written notice upon becoming aware of any such claim, (ii) Broadcaster reasonably cooperates with AudioNow in the defense of such claim, and (iii) AudioNow has sole and exclusive control over the defense and settlement of any such claim. 6. WARRANTIES; LIMITATION OF LIABILITY 6.1 Broadcaster Warranties. Broadcaster represents and warrants that (i) Broadcaster has the right and authority to enter into this Agreement and to grant to AudioNow the rights granted hereunder; (ii) the Broadcaster Content, Broadcaster Link and Broadcaster trademarks provided by Broadcaster to AudioNow for use pursuant to this Agreement do not infringe upon or violate the intellectual property rights or other rights of any third party; (iii) Broadcaster has not been charged or threatened with infringement or violation of any intellectual property right or other right of any person or entity in connection with the Broadcaster Content, Broadcaster Link or such Broadcaster trademarks; (iv) AudioNows exercise of rights licensed to it under this Agreement will not violate the copyright, trademark, trade secret, privacy, publicity or other intellectual property or proprietary right of any person or entity, and will not violate any applicable law or regulation;(v) that Broadcaster shall pay any and all royalties and similar fees found by any entity or agency to be due in connection with the Broadcaster Content; and (vi) Broadcaster shall use industry standard best efforts to maintain the availability and accessibility of their Broadcaster Content. 6.2 AudioNow Warranties. AudioNow represents and warrants that AudioNow has the right and authority to enter into this Agreement. 6.3 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS SECTION, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. 6.4 Limitation of Liability. Neither party nor any of its directors, officers, employees, consultants, agents, Broadcasters, suppliers or other representatives ("Representatives")

shall be liable for any indirect, special or consequential damages, or damages for loss of profits, business interruption, loss of goodwill, computer failure or malfunction or otherwise, arising from or relating to this Agreement, even if such party or its Representatives is expressly advised of the possibility of such damages. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the failure of essential purpose of any remedies available to either party. 7. CONFIDENTIALITY 7.1 Confidential Information. "Confidential Information" means all information disclosed by one party ("Discloser") to the other party ("Recipient") (in writing, orally or in any other form), including, without limitation, customer lists, business plans, technical data, product ideas, personnel, contract and financial information and other trade secrets, and intellectual property and technology associated with the AudioNow Platform and AudioNows services. Confidential Information does not include information or material that (i) is now, or hereafter becomes publicly known or available through no act or failure to act upon the part of Recipient; (ii) is or was known by Recipient at or before the time such information or material was received from disclosure, as evidenced by Recipients contemporaneous records kept in the normal course of business; (iii) is furnished to Recipient by a third party that is not under an obligation of confidentiality to Discloser with respect to such information or material; or (iv) is independently developed by Recipient without use of or reference to the Confidential Information of Discloser, as evidenced by Recipients contemporaneous records kept in the normal course of business. 7.2 Restrictions on Use. Recipient shall take all reasonable measures to protect the confidentiality of Disclosers Confidential Information in a manner that is at least as protective (but using no less than reasonable efforts) as the measures Recipient uses to maintain the confidentiality of its own Confidential Information of similar importance. Recipient shall hold Confidential Information in strict confidence and shall not disclose, copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of such information, or give or disclose such information to third parties, or use such information for any purposes whatsoever other than as necessary to fulfill its obligations or exercise its rights under this Agreement. Notwithstanding the foregoing, Recipient may disclose the other partys Confidential Information (i) to employees and advisors that have a need to know such information; provided that Recipient shall advise each such employee and advisor of their obligations to keep such information confidential and shall (a) require that each such employee and advisor sign a written nondisclosure agreement consistent with the confidentiality and nondisclosure provisions herein or (b) ensure that each such employee or advisor is legally bound by fiduciary obligations restricting the disclosure of such information; and (ii) to the extent Recipient is legally compelled to disclose such Confidential Information, provided that Recipient shall give reasonable prior notice of such compelled disclosure to Discloser, and shall cooperate with Discloser in connection with any efforts to prevent or limit the scope of such disclosure and/or use of the Confidential Information. 7.3. User Information. The parties agree that all listener data and personal data is Confidential Information. The parties agree to maintain the confidentiality of data associated with registered users of the AudioNow Platform including any recorded audio information or telephone call through the AudioNow Platform. 7.4. Time Period. Recipient shall maintain the Confidential Information confidential for a period of two (2) years after termination of this Agreement. 8. IMPLEMENTATION TERMS and GENERAL RESPONSIBILITIES 8.1. Beta Version. The parties acknowledge the technology used to connect callers to streaming audio will initially be a Beta version. AudioNow hereby agrees to take reasonable efforts to adapt its technology to changing market conditions and demand.

Broadcaster understands that improving the technology and services under these terms of this Agreement will require the continued exchange of information between the parties. 8.2. National Access Numbers. AudioNow agrees to provide to Broadcaster at least one number per station/signal at AudioNows expense in an area code of AudioNows choice. Broadcaster hereby appoints AudioNow as attorney-in-fact to protect the number assigned to Broadcaster, including working with the telcom provider that was granted the number pursuant to applicable regulations for all administrative, filing, technical decisionmaking and directing of telcom traffic and prohibiting any streaming, redistribution, or redirecting of Broadcaster Content without express written consent. The AudioNow Platform does not include a custom or toll free number, for which additional charges will apply. In the event Broadcaster fails to deliver an average daily volume of not less than 200 calls calculated on a monthly basis, or Broadcaster fails to provide a stream that is reasonably reliable, or is unresponsive to AudioNow inquiries within 24 hours after notification, AudioNow reserves the right to terminate service or allocate an alternate access number, at its discretion. 8.3 Media Release. Broadcaster will coordinate with AudioNow in the preparation of a media release that Broadcaster will distribute to its media contacts within 24 hours after the Launch Date. The media release shall be in a form substantially similar to the attached sample. It must prominently mention the access number AudioNow assigned to Broadcaster. 8.4 Responsibility to Promote Access Number and Proof of Performance. Broadcaster agrees that to deliver consistent levels of user service, it will advertise, market, promote, or acknowledge AudioNow to its listeners on a regular basis on its website and on the air as set forth herein and at additional times and in additional places as appropriate, including any and all instances where Broadcaster maintains a presence on any social networking sites, to the fullest extent allowable under its broadcast license. Daily, for at least the first sixty (60) days after the Launch Date, Broadcaster shall promote or announce the telephone access number at least one time during every day-part. For purposes of this Agreement, a "day-part" is defined as five separate periods: AM drive, Midday, PM drive, evening, and overnight. Proof of promotional mentions or contributor acknowledgements shall be emailed to aircheck@audionow.com This e-mail address is being protected from spambots. You need JavaScript enabled to view it no later than thirty (30) days following the month in which the performance was rendered. Failure to provide proof of performance shall constitute a material breach of this Agreement and may result in termination. Broadcaster will advise AudioNow at least 15 days in advance of any material change in its promotional activities to enable AudioNow to adjust and make available additional capacity for audio services. Within ten (10) days of execution of this Agreement, and for so long as this Agreement is in effect, Broadcaster shall continuously and prominently display the AudioNow name, stylized AudioNow-provided logo, including the "Call to Listen" call-in phone number, and link to the AudioNow home page, in a form acceptable to both parties, on the home page of its websites and in all instances where it displays the logos or identifiers of other commonly-used social networking services. Failure to display this information as set out herein will constitute a breach of this Agreement and may result in termination. 8.5 Forecasting Demand. AudioNow agrees to deliver audio access for a mutuallyagreed number of end users. Broadcaster agrees to notify AudioNow in advance of expected spikes in listener demand for events such as sporting events, concerts, and other special or seasonal events. Both parties acknowledge that the service may not accommodate demand spikes that result in a significant temporary increase in end users. Broadcaster agrees to work with AudioNow to reasonably project listener usage and demand in order to plan and provide the appropriate level of service.

8.6 Additional Implementation Terms as to International Broadcasters. Broadcasters transmitting internationally, and/or broadcasters whose principal offices are located outside the United States, are additionally subject to the following terms and conditions. Broadcaster affirms that (i) it is in compliance with U.S. broadcasting laws; (ii) it has the legal and regulatory authority to broadcast its content in the countries and regions Broadcaster services via the AudioNow Platform; and (iii) it has entered into all necessary royalty agreements for the content delivered to the AudioNow Platform and is in full compliance with the same as to all Broadcaster Content received at the AudioNow Platform. Broadcaster agrees that any AudioNow intellectual property rights, legally protected in the United States, will be honored by the Broadcaster to the full extent of AudioNows existing or future protection, whether or not such protections are granted by or in the country where Broadcaster was legally formed or maintains its principal office, or by or in the countries or regions into which Broadcaster sends its content. Broadcaster understands and agrees that AudioNow has no physical presence in any country other than the United States. All payment due to AudioNow will be made in U.S. dollars ($USD). The Parties agree that the nature of international telecom infrastructure may result in service levels that are not equivalent to those reasonably expected within the United States. 9. GENERAL 9.1. Assignment. Neither party shall assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement or any of its rights or obligations under this Agreement, except that either may assign, sell, transfer, delegate or otherwise dispose of this Agreement or any of its rights and obligations hereunder as part of a merger, consolidation, corporate reorganization, sale of all or substantially all of its assets, sale of stock, change of name or like event. Any purported assignment, sale, transfer, delegation or other disposition, except as permitted herein, shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. 9.2 Severability. If any provision of this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties, or, if incapable of such enforcement, shall be deemed to be deleted from this Agreement, and the remainder of this Agreement and such provisions as applied to other persons, places and circumstances shall remain in full force and effect. 9.3 Force Majeure. During the term of this Agreement, in the event of a Force Majeure that prevents, hinders, or delays performance of any obligation under the Agreement, AudioNow shall be excused from performing any or all of those obligations, during the period in which it was so prevented, hindered, or delayed. For the purpose of this Agreement, a Force Majeure event shall mean an event beyond the reasonable control of AudioNow, unforeseen or unforeseeable, including but not limited to, acts by direct, immediate and exclusive operation of the violent forces of nature, uncontrolled or influenced by human intervention (including floods, earthquakes, and unusually severe weather), demands or threats by political or governmental authorities to discontinue service without a reasonable basis and or the unavailability of due process, demands or threats regarding the imposition of unreasonable fines, fees, duties, or levies by governmental authorities, acts of war (declared or undeclared), any public enemy, riots,

blockades, hijackings, embargoes, strikes or lockouts, casualties or accidents, deliveries or transportation shortages of cars, trucks or fuel, sustained interruptions of essential services including power, electricity, fuel, water, labor or materials, changes in the countrys applicable law or regulatory scheme that render performance illegal or impossible, or any other causes, circumstances, or contingencies that may prevent, hinder or delay any performance promised by AudioNow. If AudioNow claims excuse or delay occasioned by a Force Majeure, it shall give immediate notice in writing to Broadcaster as to when the event occurs and when it ends. The affected services shall be resumed as soon as commercially practicable. The term of this Agreement may, by mutual written agreement, be extended for a period of time corresponding to the actual non-performance period. If the Force Majeure exists for more than three (3) months, either Broadcaster or AudioNow may suspend further execution of its obligations under the Agreement, without constituting a breach thereof. Neither may claim reimbursement from the other for any losses incurred over the course or as a consequence of the Force Majeure. 9.4 Waivers. The waiver by either party of a breach of or a default under any provision of this Agreement, shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy. 9.5 Governing Law. This Agreement is to be construed in accordance with and governed by the internal laws of the State of Maryland without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal law of the State of Maryland to the rights and duties of the parties. 9.6 Independent Contractors. Each party is an independent contractor of the other party and neither partys personnel are employees or agents of the other party for any purpose whatsoever. Except for the specific obligations set forth in this Agreement, nothing hereunder shall be deemed to constitute, create, give effect to or otherwise recognize a joint venture, partnership or business entity of any kind, nor shall anything in this Agreement be deemed to constitute either party the agent or representative of the other. 9.7 Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered by hand or upon confirmed receipt of a facsimile transmission, or two (2) days after mailing, postage prepaid, by registered or certified mail, return receipt requested, to the below address or such other address as either party shall specify in a written notice to the other given in accordance with this Section. The Notice to AudioNow shall be: Alpine Audio Now, LLC Attention: Kris Fisher, CFO 1930 Isaac Newton Square Reston, VA 20190 The Notice to Broadcaster shall be provided via the AudioNow web interface and stored in the database. 9.8 Headings. Headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 9.9 Entire Agreement. This Agreement, including any applicable Addendums and Exhibits, constitutes the entire agreement of the parties hereto with respect to its subject matter. The Agreement is subject to change without notice by AudioNow. Such revisions will be posted on the AudioNow website and are effective as of the date of posting. This

Agreement supersedes all prior and contemporaneous agreements, written or oral, regarding its subject matter. 9.10 Acceptance. Broadcaster acknowledges that acceptance of this Agreement occurs via the Broadcasters clicking the checkbox or other acceptance mechanism on AudioNow website. AudioNow accepts the terms of this Agreement with Broadcaster upon Broadcasters acceptance on the Effective Date.
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