License

IMPORTANT-READ CAREFULLY: This License Agreement is a legal Agreement between you and Barcus, LLC dba The Digital Juke Box. Installing this software constitutes acceptance of this license agreement.

Software License Agreement

I - INTRODUCTION

This is an agreement between Barcus, LLC, "licensor" and owner of this Digital Juke Box product "program" and _______________________________ for the purpose of specifying the conditions under which licensee will acquire and use the program.

License Information

END-USER LICENSE AGREEMENT FOR Digital Juke Box Products

By installing, copying, or otherwise using and testing this Digital Juke Box product, you agree to be bound by the terms of this agreement. If you do not agree to the terms of this agreement, do not install or use this Digital Juke Box product.

II - DEFINITIONS

"Licensor" shall mean the owner of the program.

"Program" shall mean items listed in the software / hardware schedule (section IV).

"CPU" shall mean a single computer or central processing unit.

"User's Manual" shall mean a written guide describing the use and operation of the Program, together with any related or supporting documentation.

"Licensee" shall mean and include licensee's divisions and departments within licensee's organization at the station location, transmitter sites and other buildings used by the Licensee but shall not include wholly or partially owned subsidiaries, affiliates, or independent third parties.

"Station Locations" shall mean licensee's premises at the site set forth below and any other buildings used by the licensee.

III - LICENSE GRANT

Licensor hereby grants to licensee, and licensee hereby accepts, subject to the terms and conditions set forth in this agreement and any attachments hereto, a non-exclusive and nontransferable license to use the Program and users manual as set forth in this agreement. License shall mean:

the right to use the licensed copy or copies of the Program in executable form for internal operations on one CPU as needed to perform the tasks needed by the program as specified below in accordance with the user's manual;

In accepting the license granted by licensor, licensee agrees that it shall not:

transfer or allow the transfer of copies of the Program to any employees, heirs, or assigns without express prior written approval of licensor and paying the applicable license tranfer fee of $250.00;

use the Program on any CPU at any location other than is specified below;

install or use copies of the Program on more CPUs not used by the Licensee;

attempt to disassemble or reverse engineer the Program;

create musical program logs for any broadcast facilities not directly covered by this agreement without prior written approval of licensor;

Any rights not expressly granted to licensee are retained by licensor.

Broadcast the signal of the licensed station on any other station not listed in this document without paying the applicable fees.

IV - ITEMS PROVIDED BY LICENSOR (Software / Hardware Schedule)

Upon receipt of the executed license agreement and accompanying payment as specified below, licensor shall provide to licensee the listed system from the attached estimate / invoice sheet:

V - PAYMENT BY LICENSEE

In consideration for the license granted by licensor for the use of the Program set forth herein, licensee agrees to pay license fees in accordance with the License fee schedule set forth below.

All license fees payable by licensee under this agreement are net of applicable taxes. Licensee is solely responsible for any taxes or assessed fees which are or may become due by reason of this agreement.

Program Name ____________________________

Software $_____________

Hardware $_____________

Total Price $_____________

VI - ENHANCEMENTS AND TECHNICAL SUPPORT

Licensor shall make available to licensee all updates and enhancements to the Program. Licensee may accept any update or enhancement at the time it is offered to licensee by paying any applicable update charge or fee. Licensor shall have the sole discretion to determine the update fee or charge and shipping and handling. Use of such updates and enhancements by licensee shall be subject to the same terms and conditions of this software license site license agreement.

Any Technical Support Fee's will be listed on our website at www.digitaljukebox.com for the product that you are installing.

VII - TERMINATION OF AGREEMENT

In the event of a material default by either party or such party's agent or representative, of any provision of this agreement, the other party may terminate this agreement upon written notice, except that the if licensor is the defaulting party it shall have thirty (30) days from the receipt of notice to cure such default.

Upon termination of this agreement, the licensee shall cease using the Program immediately and shall return all licensed copies and licensed back-up copies of the Program to licensor by first class insured United States Mail, certified with return receipt requested. This obligation shall survive the termination of this agreement. An additional monthly late charge of 1.5% shall continue to accrue for each and every month after any termination of this agreement and shall survive such termination. Licensor reserves the right to accelerate any amount of money due from licensee upon the termination of this agreement and to consider the total amount due under said agreement due and owing immediately upon such termination in addition to other amounts pursuant to the terms of this agreement.

VIII - COPYRIGHT AND PROPRIETARY INFORMATION

Licensee acknowledges that the Program and all user's manuals and other supporting documentation constitute valuable property of the licensor and that all title and ownership rights in the Program and related materials remain exclusively with the licensor. Licensor reserves all rights with respect to the Program and user's manuals under all applicable laws for the protection of proprietary information including, but not limited to, trade
secrets, copyrights, trade marks, service marks, and patents.

Except as otherwise provided in this agreement, licensee shall not cause or permit unauthorized copying, reproduction, or disclosure of any portion of the Program, or any instructions, manuals, or other documentation, or the delivery or distribution of any part thereof to any third person or entity for any purpose whatsoever, without the prior written approval of the licensor. This restriction shall continue to bind licensee and its agents and representatives beyond the termination of this agreement.

IX - LIMITATION OF WARRANTIES LICENSEE ACCEPTS PROGRAM "AS IS", AND IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS , EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE FOR MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

Licensor does not warrant that the Program or user's manual will meet licensee's requirements or that the operation of the Program will be uninterrupted or error free.

Further, licensor does not warrant, guarantee, or make any representations regarding the use of, or the results of use of the Program in terms of quality, accuracy, reliability, or otherwise and licensee relies on the Program and results therefrom at its own risk.

However, licensor warrants the disks on which the Program is furnished to be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date of delivery to the licensee as evidenced by the shipping receipt. To obtain warranty service or replacement, you must deliver the disk(s) prepaid to the licensor.

The Licensor accepts no responsibility for the operation or performance of the Program.

The entire risk of use and consequences of use of the Program falls completely on the licensee and licensor shall not be liable in any respect for any claim loss or injury alleged to have resulted from use of or in reliance on the Program. In this respect, licensee shall completely indemnify and defend for any such claim, loss or injury as described below.

LICENSEE ACKNOWLEDGES THAT THEY HAVE READ THE FOREGOING DISCLAIMERS OF WARRANTY AND LIMITATION OF LIABILITY AND UNDERSTANDS THAT LICENSEE ASSUMES THE ENTIRE RISK OF USE OF THE PROGRAM.

X - INDEMNIFICATION

Licensee shall indemnify and defend against any and all claims including claims by third parties or employees of licensee which arise directly or indirectly out of the licensee's use or operation of the Program.

Licensor shall not be liable for any special, incidental or consequential damages (including, but not limited to lost profit or business goodwill) suffered by the licensee through the use of the Program, whether or not such damages were disclosed to the licensor, or reasonably foreseen.

XI - STATION LOCATION

The station location for the Program is:

Company Name               ___________________________________________

Owners Name               ___________________________________________

Station Call Letters          ___________________________________________

Street Address               ___________________________________________

PO Address               ___________________________________________

City, State, Zip               ___________________________________________

Phone #                    ___________________________________________

Fax #                         ___________________________________________

General Manager          ___________________________________________

Program Director          ___________________________________________

XII - GENERAL PROVISIONS

1. GOVERNING LAW - This agreement will be governed by the laws of the State of Ohio. Jefferson County, OH shall be the sole and proper place of venue for any legal action arising under this contract.

2. COMPLETE AGREEMENT - The complete agreement between the parties is contained in this document and attachments and may be modified only by a written memorandum executed by both parties.

3. SEVERABILITY - If any provision of this agreement is illegal, the remainder of the agreement will not be affected by the illegal portion.

4. ENFORCEMENT - If any legal action becomes necessary for licensor to enforce the terms and conditions of this agreement, licensee agrees to pay licensor all expenses incurred in this regard including, but not limited to, court costs, service of process fees, and attorney fees.

XIII - APPROVAL

APPROVED AND EXECUTED ON THIS ____ DAY OF __________, 20____

Barcus, LLC
James Barcus

Signature      _________________________________


          _________________________________
          Licensee Company Name

          _________________________________
          Company Reps Printed Name

          _________________________________
          Company Reps Signature