RADIOSHARE /RADIO STATION AGREEMENT

THIS AGREEMENT, made between ArtistShare, inc, and the Radio Station.

For good and valuable consideration paid as set out herein, ArtistShare agrees to provide certain services and the Radio Station agrees to certain terms and conditions herein with respect to the use of those services.

A. STATEMENT OF SERVICES PROVIDED BY ARTISTSHARE

1. ArtistShare agrees to provide the Radio Station with a portal where the Radio Station can access digital content for the sole purpose of radio broadcast only. The Radio Station understands that the license for permission to access content on the RadioShare site is non-transferable.

B. OWNERSHIP OF THE ARTISTSHARE AND RADIOSHARE SITES

1. The parties understand and agree that ArtistShare.com/RadioShare.com and all subsequent web sites located on ArtistShare servers and all right, title, and interest in and to (a) the computer programs developed or provided by ArtistShare hereunder (including source code and object code) to facilitate the Services (the ArtistShare Programming”) and (b) all designs, discoveries, inventions, products, procedures, improvements, developments, drawings, notes, documents, documentation, information and other materials made, conceived and/or developed by or on behalf of ArtistShare hereunder, including, without limitation, all rights under copyright, patent, trademark, common law and all other proprietary rights with respect thereto (“IP Rights”), therein are the sole and exclusive property of ArtistShare.

2. It is acknowledged that any and all artwork, logos, graphics, video, text, data and other materials supplied by Artist and/or its vendors to ArtistShare in connection with this Agreement, as well as the domain name or names assigned to the Web Site(s), including all IP Rights with respect thereto, shall remain the sole and exclusive property of Artist and/or such vendors (the “Artist Content”) and Artist hereby grants a non-exclusive license to ArtistShare during the term of this Agreement to use the Artist Content as necessary in order to perform its obligations hereunder.

C. COPYRIGHT

The parties understand and agree that Artists retain all copyright of their work. United States and International copyright laws protect all content. Copyright in content other than that created by Artist is retained at all times by ArtistShare, except where specifically reserved by Artist. In the event that ArtistShare wishes to take legal action for payment, misuse of content, or unauthorized use of content the Artist agrees to assist ArtistShare in any way possible to achieve enforcement of rights and recover of compensation pursuant to local, United States and International law.

D. INTELLECTUAL PROPERTY RIGHTS

The parties understand and agree that by receiving content material from ArtistShare, the Artist and/or any authorized representative of the Artist is representing that the Artist is the exclusive owner of the material, or is making the submission with the express consent or license of such rights of the owner and agrees to the terms and conditions of this Agreement.  Artist shall identify an authorized representative whom the Artist knowingly designates as having or permits to provide access to the Artist’s ArtistShare account. Radio Stations agree to defend, indemnify, and hold ArtistShare and its affiliates, directors, officers, employees, and agents harmless against any and all claims asserted against them as a result of an unauthorized submission of material to the ArtistShare website. ArtistShare and its partners or affiliates  shall  not be responsible for libel, defamation, invasion of privacy or publicity, copyright infringement or any other violation of rights should  anyone of  Artist's users or content providers violates said rights. ArtistShare and its partners or affiliates shall not be held accountable for content or on-line dissemination of content by the Artist or any "End User" that infringes the rights, personal or proprietary, of any third party.  ArtistShare and its partners or affiliates shall not be held accountable if the “End User” infringes the rights, personal or proprietary of the Artist.  Artist agrees to reimburse ArtistShare or to permit ArtistShare to recover any monies due with respect to any such claims.

E. REPRESENTATION

The parties understand and agree that at no time is the Radio Station or any authorized or unauthorized representative of the Radio Station permitted or authorized to represent himself as an ArtistShare employee or agent. Doing so may result in termination and possible legal action against the Artist.

F. TRADEMARKS

The use of the ArtistShare or RadioShare trademark or logo is strictly prohibited without the express written consent of ArtistShare. ArtistShare’s IP Rights may not be used in connection with any product or service that is not ArtistShare’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits ArtistShare. All other trademarks not owned by ArtistShare or its subsidiaries that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by ArtistShare or its subsidiaries

G. NON-ASSIGNABLE

This agreement shall be non-assignable by the Radio Station without prior written permission of ArtistShare. If this Agreement is assigned or otherwise transferred, by ArtistShare, it shall be binding on all successors and assigns of ArtistShare.

H. SPAM AND ADVERTISING

The ArtistShare email management program included is SPAM proof. If the Radio Station decides to conduct email marketing outside of the ArtistShare software, he may not use commercial e-mail (solicited or unsolicited) to market goods and services or that identifies ArtistShare or the ArtistShare web site, where the e-mail violates any applicable laws or regulations regarding the use of commercial e-mail. The Radio Station agrees to comply with any legal obligations to provide proper labeling and content within marketing e-mails, and to provide opt-in or opt-out capabilities to recipients and comply with any such requests. Any advertising or other marketing materials that mention ArtistShare or the ArtistShare web site, or which contain hyperlinks to our the Artist Share web site, must be in compliance with all laws concerning advertising and marketing for the territories to which the Radio Station delivers those materials. The Radio Station understands and agrees that he/she is responsible for compliance with all of the above, whether he provides the e-mails or advertisements on or uses the services of a third party. Any fines, penalties or incur any costs, including attorney fees, incurred by ArtistShare as a result of non-compliance with the above, shall be reimbursed to ArtistShare by the Radio Station upon demand.

I. GOVERNING LAW

This Agreement and all questions relating to its validity, interpretation, performance and enforcement (including, without limitation, provisions concerning limitations of actions), shall be governed by and construed in accordance with the laws of the State of New York notwithstanding any conflict-of-law doctrines of such state or other jurisdiction to the contrary, and without the aid of any canon, custom or rule of law requiring construction against the draftsman.

J. BINDING NATURE OF AGREEMENT

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns.

K. PROVISIONS SEPARABLE

The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

L. ENTIRE AGREEMENT

This Agreement hereto sets forth all of the covenants, promises, agreements, conditions and understandings between the parties and there are no covenants, promises, agreements or conditions, either oral or written, between them other than herein set forth. No subsequent alteration, amendment, change or addition to this Agreement shall be binding upon either party unless reduced in writing and signed by them.

M. TERMINATION BY ARTISTSHARE

ArtistShare reserves the right to terminate this Agreement immediately without reason:

N. NON-ENFORCEMENT DOES NOT CONSTITUE WAIVER

Failure by either party at any time to enforce any of the specific provisions of this Agreement shall not preclude any other or further enforcement of such provisions or the exercise of any other right hereunder.

O. NOTICE PROVISION

1. Notice. Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (a) in person, (b) by certified mail, postage prepaid, return receipt requested, (c) by facsimile, or (d) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall be addressed as follows:

If to ArtistShare: ArtistShare, Inc

12 W. 87th St 4C

NY, NY 10024

Attention: Artist Manager

Fax: (212) 202-3711

or to such other address as either party may from time to time specify in writing to the other party. Any notice shall be effective only upon delivery, which for any notice given by facsimile shall mean notice that has been received by the party to whom it is sent as evidenced by confirmation slip.

Y. AGREEMENT SUPERCEDES

The parties acknowledge and agree that this Agreement supersedes any and all oral or written representations and all previous agreements between the parties with respect to the rights and obligations of ArtistShare or the Artist now formalized in this Agreement. This agreement may be revised from time to time as needed. The artist shall be notified of any changes and this document will be made publicly viewable for the artist to review such changes.