Affiliates

AFFILIATE AGREEMENT — NewsForce State News Service

This Affiliate Agreement ("Agreement") is between AudiOH Media Group LLC, doing business as NewsForce247.com ("NewsForce"), and the radio station identified at acceptance ("Affiliate"). By checking "I have read and agree" and completing the purchase, Affiliate accepts every term below. The acceptance record and Affiliate's payment subscription together form the contract between the parties.

1. The service. NewsForce produces a statewide Ohio radio newscast of approximately two (2) minutes (each, an "Edition") and delivers Editions to Affiliate through a private, password-protected affiliate feed (the "Feed"). NewsForce updates the Feed with new Editions around the clock, every day. NewsForce may change the Feed's technical format, delivery address, or schedule on reasonable notice; the service Affiliate is buying is the newscast service, not any particular delivery technology.

2. What Affiliate may air. Affiliate may air Editions only on the single station identified at acceptance — its call sign and broadcast facility — including that station's own simultaneous web stream and station app. This license is personal to that station. It does not extend to any other station, translator network beyond Affiliate's own licensed translators, HD multicast channel not identified at acceptance, website, podcast, social account, or on-demand service.

3. Minimum airings — what counts. Affiliate agrees to air a minimum of five (5) Editions per day, seven (7) days per week, on its broadcast signal. To count toward the minimum, an airing must: (a) be the most recent Edition available on the Feed at the time of airing; (b) air in full, as provided in Section 4; (c) air between 5:00 AM and 12:00 midnight local time; and (d) be separated from the previous counted airing by at least one hour. Airing the same Edition five times in a row, airing outdated Editions, or airing only on a web stream while the broadcast signal does not carry the service does not satisfy this Section. Affiliate may air Editions as often as once per hour, 24 hours a day.

4. Aired complete and unedited. Affiliate will air each Edition exactly as delivered: complete, in order, unedited, and with the NewsForce247.com opening and closing announcements intact. Affiliate will not: truncate, reorder, speed up, overlay, or add any audio to an Edition; remove or obscure NewsForce branding; extract or reuse any part of an Edition — including reading, transcribing, or paraphrasing its stories — in Affiliate's own newscasts, on Affiliate's website or social media, or in any other program; or present an Edition as Affiliate's own reporting. If an Edition is interrupted by emergency alerting, Affiliate will re-air the full Edition at the next available break.

5. Feed credentials and use. Feed logins, URLs, and download links are confidential and issued to Affiliate alone. Affiliate will not share, publish, resell, sublicense, or give Feed access to any other person, station, company, or service, including companies under common ownership that have not themselves accepted this Agreement. Affiliate's automation may poll the Feed only as needed to retrieve the current Edition. Affiliate is responsible for all use of its credentials and will notify NewsForce within 24 hours if it believes they have been compromised; NewsForce may rotate credentials at any time.

6. Price, billing, and the free period. The first one (1) calendar month of service is free. Beginning with the second month, the price is twenty dollars ($20.00) per month, charged to Affiliate's payment method on file with Square, renewing automatically each month until cancelled. There is no setup fee. All amounts are in U.S. dollars; taxes, if any apply, are Affiliate's responsibility. If a charge fails, NewsForce will notify Affiliate and Affiliate has seven (7) days to restore payment; after that NewsForce may suspend Feed access until payment is current. A chargeback or payment reversal is a material breach. NewsForce may change the monthly price on at least thirty (30) days' email notice; Affiliate may cancel before the change takes effect. The free period is offered once per station and once per ownership group. A station or owner that has used a free period — including under a different station name, call sign, or related company — is not entitled to another free period within twelve (12) months of the end of the first.

7. Term and cancellation. This Agreement begins on acceptance, continues through the free period, and then continues month to month. Either party may cancel at any time through the Square subscription controls or by email to NewsForce. If Affiliate cancels during the free period, access ends on cancellation. If Affiliate cancels after paid billing begins, access ends at the end of the then-current paid month. Amounts already paid are not refunded. NewsForce may suspend or end access immediately, without refund, if Affiliate breaches Sections 2, 3, 4, 5, or 6, or disparages the service while continuing to use it. A party's cancellation ends the license in Section 2 at the same moment access ends.

8. When service or the Agreement ends. On cancellation, termination, or expiration for any reason: Affiliate will immediately stop airing Editions; will not air any previously downloaded or recorded Edition again; and will delete all Edition audio files from its automation systems, servers, and storage within seven (7) days. Recorded copies confer no rights. Affiliate will also remove NewsForce branding and any statement that it carries the service from its website, apps, and promotional material within seven (7) days.

9. Ownership. The Editions, the NewsForce State News Service name, NewsForce247.com branding, and all related content are and remain the exclusive property of NewsForce and AudiOH Media Group LLC. This Agreement grants broadcast rights only, only while the subscription is active and paid (or in its free period), and only as described here. No ownership, copyright, or trademark rights transfer to Affiliate. While subscribed, Affiliate may state factually that it carries the NewsForce State News Service and may use the program name for that purpose only.

10. No exclusivity. This Agreement is non-exclusive. NewsForce may offer and sell the service to any station, including stations in Affiliate's market, at any time, and may publish the same news content on its own websites, stations, and services. Nothing in this Agreement gives Affiliate market protection, a right of first refusal, or any claim over other affiliates.

11. Changes to Affiliate. Affiliate will notify NewsForce by email within ten (10) days of any change in its ownership, control, call sign, or facility. This Agreement does not transfer automatically to a buyer or successor; a new owner must accept this Agreement and begin its own subscription before airing Editions. A format change does not end Affiliate's obligations under Sections 3 and 4 while the Agreement is active; Affiliate's remedy is cancellation under Section 7.

12. Verification. NewsForce may verify airings by monitoring Affiliate's broadcast or stream, by airchecks, or by requesting Affiliate's program or automation logs. On request, Affiliate will provide logs or affidavits reasonably showing its airings within ten (10) business days. Failure to provide them is treated as a shortfall under Section 3.

13. Corrections and content responsibility. NewsForce prepares Editions with reasonable journalistic care and may correct, replace, or withdraw an Edition at any time; the corrected Edition supersedes earlier ones and is the only version Affiliate may air afterward. News content is provided "as is." Each party remains solely responsible for its own broadcast operations and regulatory compliance, including FCC obligations; nothing in an Edition is legal advice or an official notice. Neither party is the other's agent, partner, or employee, and neither may bind the other.

14. Liability and indemnity. Affiliate will indemnify and hold harmless NewsForce, AudiOH Media Group LLC, and their owners and staff against claims and costs arising from Affiliate's broadcast operations and from Affiliate's breach of this Agreement. NewsForce will indemnify Affiliate against claims that an Edition, aired unedited as required by Section 4, infringes a third party's copyright. Neither party is liable for indirect, incidental, or consequential damages, lost profits, or lost revenue. NewsForce's total liability under this Agreement will not exceed the total amounts Affiliate has actually paid NewsForce in the three (3) months before the claim.

15. Interruptions. NewsForce will use reasonable efforts to keep the Feed available continuously, but brief interruptions for maintenance, breaking-news production, or causes beyond NewsForce's reasonable control may occur and are not a breach. During a Feed outage caused by NewsForce, Affiliate's minimum-airing obligation is paused. Affiliate's sole remedy for any service problem is the correction, suspension, or cancellation terms in this Agreement; no outage creates a refund beyond Section 7.

16. Notices. Notices under this Agreement are by email: to NewsForce at the program contact shown below, and to Affiliate at the email given at acceptance or in its payment account. Email notice is effective when sent. Affiliate will keep its contact email current.

17. General. This is the entire agreement between the parties about the NewsForce State News Service and replaces any earlier oral or written understanding about it. If any sentence conflicts with something said by any person, this document controls. NewsForce may update this Agreement on thirty (30) days' email notice; continued use of the service after the effective date is acceptance of the update, and Affiliate may instead cancel under Section 7. If any provision is held unenforceable, the rest continue in force. A party's failure to enforce a term once is not a waiver of that term or of any later breach. Affiliate may not assign this Agreement, including by sale of the station, without NewsForce's written consent. This Agreement is governed by Ohio law, and any dispute will be brought in the courts of Marion County, Ohio. Sections 8, 9, 12, 14, and 17 survive the end of this Agreement.

Program contact: Sarah Reed, Director of Marketing Solutions, AudiOH Media Group.