STATION LICENSE AGREEMENT

  1. GRANT OF LICENSE

    We are PODANGO, LLC, a Utah limited liability company ("we, us"). We grant to you, the Station Director registrant/s, the license to use the Podango Station Services to operate one or more Podango Stations targeted at specific niche markets. This license is granted as of the date of this registration.

    A Podango Station is a set of high quality, popular podcasts all focused at a similar target market niche. As a Station Director, you have the responsibility to assemble, manage, motivate, coordinate and train the podcasters that deliver content through your station. It is required that all podcasters joining your station grant you a license to distribute their content through your station web pages and associated RSS feeds. Podcasters can grant these rights through the My Podcast Settings section of the Podango website.

    This Station License will be immediately terminated, if it is determined that you are using other podcasters content without their permission.

    You must operate your Podango Station/s in strict accordance and conformity with the standards, specifications and procedures as set forth in the Station Directors Guides and Procedures section of the My Station website tab.

  2. GRANT OF CONTENT USAGE RIGHTS

    2.1 Content Ownership: We claim no ownership in the original content you produce in fulfilling this Agreement.

    2.2 Content & RSS Usage and License Rights: You permit us to distribute your station content and insert advertising into and around it pursuant to the term of this Agreement. You license to us rights to the content, including RSS feeds and recorded materials, which will survive the termination of this Agreement for the express purpose of fulfilling continuity in the user experience. All ad revenues splits associated with the continued distribution of your content will continue as contracted at the time of termination of this agreement.

    Upon expiration or termination of this Agreement, we will use our best efforts to provide listeners with the ability to subscribe or transfer their subscription to your newly defined RSS feed or domain name.

    2.3 Domain Names and RSS Feeds: We claim no ownership in your independently obtained and established domain names and RSS feeds associated with your Podango Station. Neither we nor you claim ownership to any domain names or RSS feeds of podcasters recruited to your station.

    2.4 Customized Station RSS Feeds: By this Agreement, you permit us to create customized station RSS feeds to fulfill the end-user experience associated with subscription to Podango stations.

  3. PAYMENT OF ADVERTISING REVENUE AND FINANCIAL REQUIREMENTS

    We will be the agent through whom advertisers contract to place ads on your Podango Station web pages and those pages and podcast episode available from your station/s. We will take joint responsibility in recruiting advertisers to advertise on your station. Advertisers pay us directly and:

    1. We directly pay all podcasters in your station 50% of the revenue generated from banner and audio/video ad impressions generated by their podcast pages and podcast episodes.
    2. We will pay you 10% of the payments we receive from these advertisers for all of the impressions across all podcasts in your station/s.
    3. We will make these payments to you by the fifteenth day of each month
      1. based upon advertiser payments we received during the preceding month
      2. once a payment exceeds a minimum payout of $100.
    4. All payments will be made through PayPal, therefore, you must sign-up for a PayPal account and provide Podango your PayPal email address for payment receipt. This PayPal email address can be entered in your My Station settings section of the Podango website.
      1. NOTE: PayPal currently does not charge fees to recipients with a Personal Account, if the total sum of the payments is less than $500 per month. To receive more than $500 per month, you must upgrade to a Premier Account which will cost you a fee of between 1.9% and 2.9% of the money received. These limits and percentages may change from time to time. Podango is not responsible for changes in the fees or for payment of the fees.

    5. All of your Podcast partners will have access online to:
      1. statistics showing the downloads of their Podcasts and
      2. revenue generated.
    6. Your podcasters are responsible for the cost of transcription creation for their podcasts.
    7. You will not place any advertisement on any Podcast distributed through any Podango Station without our express prior written permission and related payment by the advertiser to us, unless other payment arrangements have been agreed in advance in writing.
  4. TRAINING

    We may provide initial and ongoing online training courses for you and your Podcasters. These may cover all aspects of the operation of your Podango Station, including
    1. financial controls,
    2. marketing techniques,
    3. service methods,
    4. Podcaster recruitment, and
    5. maintenance of quality standards.
  5. PODANGO STANDARDS OF OPERATION

    5.1 Standards to Be Maintained. You will comply with all applicable ordinances, regulations, bylaws, laws, and statutes. You will not commit unlawful activities through your podcasts and will not offer or permit to be offered any podcast, material or service you know or reasonably suspect to have been obtained in violation of any copyright or law or to be otherwise illegal.

    You will create your podcasts in a dignified manner to enhance our system's reputation for quality and integrity. You will follow our advertising and promotional rules, guidelines and standards.

    5.2 Marks and Method of Operation Are Our Exclusive Property. You agree that the Marks, and Method of Operation are our sole and exclusive property. Except for the Podango Station/s granted to you by this Agreement, nothing in this Agreement or any other agreement will give you or others any right, title, or interest whatsoever in or to the Marks, or Method of Operation. Your license to use the Marks is non-exclusive. We, in our sole discretion, may operate under the Marks and may grant licenses to others to use the Marks on any terms and conditions we deem appropriate. You will not use the Marks as part of any electronic mail address or in any electronic mail message only for purposes of the Podango Station.

    5.3 You Will Not Use Names or Marks in Combination. Except as provided in this Agreement, you will not use or give others permission to use the Marks, or any colorable imitation of them, combined with any other words or phrases. You and your owners, officers, and agents will not form or participate in the formation of any company, firm, corporation, or other entity having a name containing the words of the Marks.

    5.4 You Will Not Communicate Confidential Information. You agree not to copy, transfer over the internet, intranet, modem, fax, e-mail, mail or other means of conveyance or send any confidential material or divulge any material directly or indirectly to any other person or enterprise outside of the PODANGO system:
    1. During the term of this Agreement and after it expires or is terminated, you will never divulge or use in any other manner, either for your benefit or the benefit or any other person, persons, partnerships, associations, companies or corporations any confidential or proprietary information, knowledge or know-how or any information we have communicated to you in written, verbal or electronic form, including intranet passwords, for the operation of your Podango Station.
    2. You will not reverse engineer, decompile or disassemble any items embodying the Method of Operation or our confidential information.
    3. Any and all information, knowledge and know how, not generally known about the Method of Operation and our products, services, standards, specifications, systems, procedures and techniques related to the operation of a PODANGO station and its products and services and any other information or material that we may designate as confidential, will be deemed confidential for purposes of this Agreement.
    4. You will assure that you and other persons in your control, to whom any information is communicated, will keep, preserve, and protect all confidential information.

    E-PROBLEM DISCLAIMER: Computer systems are vulnerable in varying degrees to computer viruses, bugs, power disruptions, communication line disruptions, Internet access failures, Internet content failures and similar date-related problems, and attacks by hackers and other unauthorized intruders ("E-Problems'). We do not guarantee that information or communication systems that we or others supply will not be vulnerable to E-Problems. It is your responsibility to protect yourself from E-Problems. This may include taking reasonable steps to secure your systems and to provide backup systems.

  6. TERMINATION AND STEP-IN RIGHTS

    This Agreement can be terminated by either party upon 30 days prior written notice. Otherwise, all provisions of this Agreement will apply while operations continue. Upon expiration or termination of this Agreement, all post-termination covenants and obligations in this Agreement will apply.

    Upon expiration or termination of this Agreement, you will:
    1. Immediately cease using the Marks (or any names or marks deceptively similar to them), and the Method of Operation.
    2. Return to us all records, files, instructions, correspondence, and materials in your possession or control related to the Method of Operation.
    3. You will assist us in every way possible to bring about a complete and effective transfer of your Podango Station business to us or to our designated licensee.

  7. INDEMNITY

    You will indemnify and hold us harmless from all fines, suits, proceedings, claims, demands, actions, losses, attorney fees and damages arising out of or connected with the Podango Station and the business activities, acts or omissions of you and your employees and agents, including those brought against you and us jointly alleging that you and we were negligent or otherwise liable. We will not be liable to you or to any other person because of your act, omission, neglect, or breach. If it is established that both you and we were negligent or otherwise liable, you and we will contribute to the relevant award based upon the adjudicated and assigned respective degree of fault.

  8. NOTICE AND MISCELLANEOUS

    8.1 Notices. All notices required by this Agreement will be in writing. They may be sent by certified or registered mail, postage prepaid and return receipt requested. They may be delivered personally at any location and receipted. Notices will be delivered to you at your home or office address, to us at our headquarters or to other locations specified in writing. 8.2 We and You Are Not Joint Venturers, Partners, or Agents. You are and will remain an independent contractor. You and we are not and will never be considered joint venturers, partners, employees, or agents one for the other. You acknowledge that you are not in a fiduciary relationship with us. 8.3 Construction. There are no other oral or implied underŽstandings between the parties with respect to the subject matter of this Agreement. Except as expressly and otherwise provided in this Agreement, this Agreement may not be modified, nor may any rights be waived or abridged, orally or by course of dealing, but only by a written instrument signed by the parties.

    8.4 Enforcement. This Agreement is accepted by us in the State of Utah and will be governed by the substantive laws of Utah without regard to Utah choice of law provisions:

    1. Provided, however, that any law of the State of Utah will not apply unless its jurisdictional requirements are met independently without reference to this Section.
    2. Utah laws will prevail, except to the extent governed by the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. Sections 1051, et seq.) and except in those states whose laws require exclusive application of those laws.
    3. This choice of laws will not include and does not extend the scope of application of any Utah business opportunity laws except as they may otherwise apply pursuant to their terms and definitions.

    All issues or disagreements relating to this Agreement will be mediated, arbitrated, tried, heard, and decided in Salt Lake City, Utah, which you agree is the most convenient venue for these purposes. You acknowledge and agree that this location for venue is reasonable and the most beneficial to the needs of and best meets the interest of, all of the members of the PODANGO system.

    The prevailing party in any arbitration, insolvency proceeding, bankruptcy proceeding, suit, or action to enforce this Agreement will recover its arbitration, proceeding, and court costs and reasonable attorney fees and previously incurred mediator fees. These will be set by the arbitration, proceeding or court, including costs and attorney fees on appeal or review from the arbitration, proceeding, suit, or action. "Prevailing party" means the party who recovers the greater relief in the proceeding.

    You represent and affirm to us that neither you, nor your spouse, nor your children, nor your parents, nor anyone who has an interest in or who will manage the Podango Station, nor any of your partners or affiliates:
    Neither your nor any of these persons has engaged in or been convicted of fraud, corruption, bribery, money laundering, narcotics trafficking or other crimes, and each is eligible under applicable U.S. immigration laws to communicate with and travel to the United States to fulfill your obligations under your agreements with us.

    WE HAVE NOT MADE ANY REPRESENTATIONS, PROMISES, GUARANTEES, PROJECTIONS, OR WARRANTIES OF ANY KIND TO YOU, YOUR OWNERS, OR THE GUARANTORS TO INDUCE THE EXECUTION OF THIS AGREEMENT, OR CONCERNING THIS AGREEMENT EXCEPT AS SPECIFICALLY SET FORTH IN WRITING IN THIS AGREEMENT. YOU ACKNOWLEDGE THAT NEITHER WE NOR ANY OTHER PARTY HAS GUARANTEED YOUR SUCCESS IN THE BUSINESS CONTEMPLATED BY THIS AGREEMENT.

  9. SIGNATURES/ACCEPTANCE

    We have the sole right, in our discretion, to accept or reject your application and this Agreement. You enter our Station program with the understanding that you may encounter technical issues and problems in using our tools. We will not be held responsible if any technical issue (whether a result of our tools or otherwise) prevents you from successfully creating and publishing any podcast.

    You agree that we (including any of our agents, employees, station owners or contractors) will not be held responsible if you do not or cannot receive email messages or other communications we send to you. It is your responsibility to provide to us a working email address and to ensure that email from us is not being filtered by spam software, your internet service provider or other device or system that may prevent you from getting our messages and communications.

    Your acceptance of this Agreement will have the same meaning, force and effect as if executed by hand, and all of the laws to which a hand executed agreement are subject will govern the terms and conditions of this Agreement and your application.