PUBLIC INTERACTIVE COMPOSER SERVICE AGREEMENT

Updated December 16, 2009

1. Introduction. National Public Radio, Inc. ("NPR") is making available to your qualified public radio station, public radio producer, or other national organization ("User"), under the terms of this Service Agreement (the "Agreement"), the Service (as defined in Section 2 below) for use and distribution of Data (as defined in Section 2 below) provided by User. By clicking the Accept button for this Agreement, User agrees that it has read and understands this Agreement, agrees to its terms, and is authorized to do so. In addition, User's access to and/or use of any part of the Service constitutes its agreement to the terms and conditions of this Agreement. If User does not agree to be bound by this Agreement, please do not access and/or use the Service. NPR reserves the right to revise this Agreement without notice to User; clicking the Accept button of any revised Agreement and/or accessing and/or using the Service constitutes consent to the Agreement then in effect. User may review the current Agreement at any time at http://www.publicinteractive.com/composer-service-agreement.html. If User has any questions about this Agreement or the use of the Service, it may contact Suzanne Brendle at http://www.publicinteractive.com/contact.html.

2. Definitions.

   "API Terms of Use for NPR.org Users" means the terms and conditions available at http://www.npr.org/api/apiterms.php and http://www.npr.org/about/termsofuse.html, as they may be updated by NPR from time to time.

   "Data" shall consist of data concerning the online stream generated by User and/or data concerning sound recordings included therein which is provided by User to NPR through an interface for collection of data, or by other means designated by NPR. Data may include, without limitation, program guides, music playlists, and streaming logs.

   "Service" shall mean the service operated by NPR-for the preparation and delivery of reports on the use of sound recordings in online program streams of qualified public radio stations and other national organizations, as well as for other public broadcasting purposes-for which NPR collects data about such online program streams and the sound recordings used therein, and uses and distributes such data.

   "Terms of Use for NPR.org Users" means the terms and conditions available at http://www.npr.org/about/termsofuse.html, as they may be updated by NPR from time to time.

3. Service. NPR shall provide the Service to User under NPR's policies and procedures in effect at the time the Service is provided. NPR shall retain all title, copyright and other proprietary rights in the Service (except for the Data, which shall be owned by User). User does not acquire any rights, express or implied, in the Service, other than those specified in this Agreement. User shall comply with all NPR policies and procedures for access to and use of the Service and for the format and provision of Data. User is fully and solely responsible for all activities that occur using User's account and/or password. User must maintain the confidentiality and security of its account and password, and agrees to notify NPR immediately of any unauthorized use of its account and/or password.

4. Grant of License.

   1. Data. User retains the copyright and other ownership rights in any Data submitted under this Agreement. However, in consideration for NPR's provision of the Service, User grants to NPR a nonexclusive, perpetual, worldwide, royalty-free right and license to use, copy, modify, transmit, publicly perform, create derivative works of, store, archive, distribute, display, reproduce, host, index, cache, tag, encode and/or adapt the Data in any and all media formats or channels, whether now known or hereafter devised, in connection with (i) preparation and generation of reports of musical performances in the online streams of public broadcast entities to SoundExchange, Inc. ("SoundExchange") pursuant to the Webcasting Performance Agreement between SoundExchange and the Corporation for Public Broadcasting ("CPB") dated January 13, 2009; (ii) allowing users of NPR.org to access and use the Data for personal and/or noncommercial use pursuant to the Terms of Use for NPR.org Users; (iii) creation and distribution of reports concerning online public radio audience and programming based on aggregated data provided by users of the Service; (iv) permitting CPB to access and use the Data in any manner; and (v) allowing registered users of NPR's application programming interface ("API") to access and use the Data pursuant to the API Terms of Use for NPR.org Users. Notwithstanding the foregoing, IP addresses of individual listeners that may be included in Data will be used by NPR only for the purposes of generating reports as described above, and will not be distributed as part of Data or as part of such reports to any entity.

      To the extent that Data has been collected or compiled by NPR under this Agreement, User may not redistribute such collected or compiled Data or permit third parties to redistribute such collected or compiled Data; and User may not permit systematic retrieval of such collected or compiled Data to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from NPR.

   2. User Trademarks. User grants to NPR a nonexclusive, worldwide, royalty-free right and license to use the User name, logo and trademarks provided to NPR by User under this Agreement (the "User Marks"), solely in connection with NPR's authorized distribution of Data and solely in accordance with any trademark guidelines provided to NPR by User. User further grants to NPR the right to authorize registered users of NPR.org to use the User Marks pursuant to the API Terms of Use for NPR.org Users. User retains all rights to the User Marks not expressly granted under this Agreement.

5. Term and Termination. The initial term of this Agreement shall be from the date of User's acceptance of this Agreement through the following September 30th unless earlier terminated as provided herein. The Agreement shall then renew automatically the following October 1st for successive twelve-month periods, or as otherwise determined by NPR, unless either party notifies the other party of its intent not to renew no later than thirty (30) days prior to the end of the then-current term. If either party shall have breached this Agreement, the other party may terminate this Agreement on thirty (30) days' written notice and opportunity to cure the breach within such notice period. Either party may terminate this Agreement at any time for any reason on thirty (30) days' written notice to the other party.

6. Representations and Warranties. User represents and warrants that (a) it shall obtain all clearances, releases and licenses for all materials or elements embodied in all Data and User Marks that are necessary for the Data and User Marks to be used by NPR and its licensees for the purposes set forth in this Agreement, (b) there are no encumbrances or restrictions on the Data or User Marks or their use by NPR and its licensees for the purposes set forth in this Agreement, (c) use of the Data or User Marks by NPR and by registered users of NPR.org pursuant to the API Terms of Use for NPR.org Users will not violate any applicable law, regulation or ordinance, defame any person or violate or infringe upon the copyright, trademark, patent, trade secret, privacy, reputation, creative, or other rights of any person or entity, and (d) User will comply with all applicable laws, regulations and ordinances in connection with the Data.

7. Indemnification. To the extent not prohibited by applicable law, User shall indemnify and hold NPR, CPB, and the officers, directors, agents, employees, representatives, successors and assigns of each harmless from and against any and all claims arising out of (a) any breach of User's obligations or warranties under this Agreement, (b) User's violation of any applicable law, regulation or ordinance, or (c) Data or User Marks. NPR shall indemnify and hold User, its officers, directors, agents, employees, representatives, successors and assigns harmless from and against any and all claims arising out of (x) any breach of NPR's obligations or warranties under this Agreement, or (y) NPR's violation of any applicable law, regulation or ordinance.

8. Disclaimer; Limitation of Liability. NPR PROVIDES THE SERVICE UNDER THIS AGREEMENT ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR FREEDOM FROM VIRUSES. WITHOUT LIMITATION, NPR EXPLICITLY DISCLAIMS ANY AND ALL WARRANTIES REGARDING THE SECURITY, RELIABILITY, AND TIMELINESS OF THE SERVICE PROVIDED UNDER THIS AGREEMENT. NPR MAKES NO WARRANTY, EXPRESS OR IMPLIED, THAT THE SERVICE PROVIDED UNDER THIS AGREEMENT WILL BE AVAILABLE, UNINTERRUPTED, TIMELY, OR ERROR-FREE.

   TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL NPR, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR MEMBERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, INCOME, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE NATURE OF THE CLAIM OR THE FORM OF ACTION, ARISING FROM THE USE OF OR INABILITY TO USE THE SERVICE PROVIDED UNDER THIS AGREEMENT, WHETHER OR NOT NPR SHALL HAVE HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT SUCH DAMAGES MIGHT BE INCURRED.

9. Authority to Bind. The person accepting this Agreement for User represents that he/she has the authority to bind User to all of its terms.

10. Force Majeure. Neither NPR nor User shall be liable to the other for a failure to comply with this Agreement for reasons outside of the non-performing party's reasonable control, including equipment failure, acts of God, fire, flood, war, riot or labor dispute.

11. Relationship; Entire Agreement; Choice of Law; Forum. NPR and User are independent contractors, and nothing in this Agreement is intended to or shall create any form of partnership, joint venture, or agency relationship. This Agreement represents the entire understanding of the parties regarding the subject matter hereof and supersedes any previous documents, correspondence, conversations, or other oral or written understanding related to this Agreement or the use of Data. A modification or waiver of a part of this Agreement shall not constitute a modification or waiver of any other portion of the Agreement. No changes to this Agreement may be made except by a revised posting on this page. Sections 4, 7, 8, and 11 of this Agreement shall survive termination or expiration of this Agreement. Unless prohibited by applicable law, this Agreement shall be governed by and construed under District of Columbia law without regard to its choice of law rules, and any disputes under this Agreement or relating to distribution of Data shall be litigated in the local or federal courts located in the District of Columbia.

12. Agreement. User hereby agrees that this Agreement and its acceptance of this Agreement will be deemed for all purposes to be (a) business records originated and maintained in documentary form, (b) a "writing" or "in writing," (c) "signed," and (d) an "original" when printed from electronic files or records established and maintained in the normal course of business. User further agrees not to contest the validity or enforceability of this Agreement under the provisions of any applicable law relating to whether certain agreements are to be in writing or signed by the parties to be bound thereby, and agrees that this Agreement will be admissible if introduced as evidence on paper in any judicial, arbitration, mediation, or administrative proceeding to the same extent and under the same conditions as other business records originated and maintained in documentary form.

13. Acceptance or Nonacceptance of Agreement

    Clicking on the Accept button indicates that User has read and understands this Agreement and agrees to its terms. Further, by accessing or using the Service, User is agreeing to the terms of this Agreement. If User does not agree to this Agreement's terms, please click the Do Not Accept button to leave this area, and do not access and/or use the Service.