America One
PROGRAM LICENSE AGREEMENT
THIS PROGRAMMING AGREEMENT ("Agreement") is between VOTH Network, Inc.
dba America One Television ("Network") with offices at 6125 Airport
Freeway, Ft. Worth, Texas 76117 and Access Media. ("Licensor").
1. PROGRAM(S): Birdz & FluteMaster
2. RIGHTS:
Exclusive:
Non-Exclusive: X
3. TERM OF AGREEMENT:
Effective Date: 10/1/2003
Termination Date: 7/31/2004
4. LICENSOR: Attn.: Roger Smith Phone: 323-692-0544
Fax: 323-692-0545
E-mail: rnsmith@obn-tv.com
Billing Address: 4322 Wilshire Blvd., Suite 200
Los Angeles, CA 90010
5. NETWORK: America One.
6. DATE OF DELIVERY OF PROGRAM: Programs to be supplied by satellite
downlink.
Programming Administrator, America One Television
6125 Airport Freeway, Ft. Worth, Texas 76117
Phone: 682-432-0338 Fax: 682-647-2058
7. FORMAT: The Programs (and any commercial spots) to be provided within
satellite downlink.
8. PAYMENT TERMS: The Licensor will provide programs on a barter basis.
9. PROGRAM SCHEDULE: Network will schedule programs at its sole discretion,
with an option to repeat.
10. COMMERCIAL SPOTS: . (per half hour) Licensor: 2:00
Affiliate: 2:00
Network: 2:00
Total minutes 6:00
11. LENGTH OF PROGRAM: Commercial Time: 6:00
Content Time: 24:00
Running Time: 30:00
Access Kids 9/8/2003
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12. ADDITIONAL TERMS:
_ Licensor is supplying Programs on an non exclusive traditional and non-
traditional broadcast rights basis..
_ America One Television will provide statements and an affidavit of
performance at the end of each month.
13. TERMS AND CONDITIONS: The Terms and Conditions set out in the attached
Exhibit "A" are a part of this Agreement
AGREED TO AND ACCEPTED:
("Network")
VOTH Network, Inc., dba America One Television ("Licensor")
Omni Broadcasting Network, Inc.
By: VOTH Network, Inc
By: /s/ Joe Ward
By: /s/ Roger Neal Smith
Name: Joe Ward
Name: Roger Neal Smith
Title: General Manager
Title: Chief Executive Officer
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EXHIBIT "A"
TERMS AND CONDITIONS TO PROGRAM LICENSE AGREEMENT
A-1. GRANT: Licensor hereby grants to Network the right and license to
distribute, transmit, broadcast, advertise, promote, project and
perform the Program(s) listed in this Agreement through it's
affiliates, on broadcast an cable television only. The
aforementioned rights and license is limited to the United States,
and its possessions. Network will provide Licensor a list of
affiliates that are carrying Licensors programming. Licensor may
list these individual stations as clearing the program as long as
such listing identifies such stations as being affiliates of America
One.
A-2. PROMOTIONAL MATERIALS: Upon execution of this agreement,
Licensor will provide Network with all available promotional
materials for the Program(s) including trailers and promos (to be
delivered on Beta SP), press material, and one sheets. Network
shall have the right to authorize others to advertise and promote
the program(s).
A-3. DELIVERY REQUIREMENTS (TAPE):
Network shall receive Program from satellite downlink. Licensor
shall provide satellite coordinates. Licensor shall provide all
relevant equipment required to receive the satellite downlinks.
A-4. PAYMENTS: Where applicable, Licensor shall pay one month's
payments in advance to Network prior to broadcast of the program(s).
Each party shall each have available to it only the number of
Commercial Spots within each Program as set forth in this Agreement.
A-5. LICENSORS COMMERCIAL SPOTS:
(a) Unless otherwise noted, all licensors commercial spots will be
embedded in the program tape.
(b) In the event commercials are provided separately, they shall
be delivered no less than three business days in advance and shall
be delivered on Beta SP format.
(c) Network, with prior notification to Licensee, may refuse any
Direct Response, Public Information, or commercial advertisement
that is deemed in violation of FCC standards for terrestrial
broadcasting or deemed inappropriate material for the Networks
broadcast, production and content standards, including, but not
limited to content that includes nudity, profanity, firearms,
pornography, or any other products, services, or content which
may be deemed fraudulent, or inappropriate material for general
public access.
A-6. REPRESENTATIONS AND WARRANTIES: Licensor represents and warrants to
Network that:
(a) it has the right to enter into this Agreement and to
grant the rights herein granted to Network free and clear of all
liens and encumbrances;
(b) the exercise by Network of any of the rights herein
granted to it will not violate or infringe the copyright (including
music performance rights), trademark, service mark, trade name,
patent, literacy, intellectual, artistic or dramatic right, right of
privacy or civil, property or any other rights whatsoever of any
person or entity; and
(c) Licensor has paid or shall pay any and all residuals,
including all necessary music title and performance rights, reuse,
and other fees or compensation of any kind, however denominated,
which are due or may be come due by reason of Network's full
exercise of any and all of its rights hereunder.
A-7. INDEMNIFICATION: Licensor shall indemnify, defend, and hold
harmless the Network and its agents, contractors, officers,
directors, employees, partners, affiliates, representatives, and
broadcast affiliates to the fullest extent allowed by law, from and
against all losses, claims, damages, liabilities, expenses,
including, without limitation, reasonable attorneys' fees based
upon, relating to, or arising out of (i) claims arising out of the
information contained in or linked to any Program or other
information supplied by Licensor or its agents or representatives,
(ii) actions or claims that the Programs are not owned by Licensor,
(iii) claims for infringement upon any patent, trademark, service
mark, copyright, trade name, trade secret, right of publicity, right
to broadcast or rebroadcast, or other proprietary right or interest
of a third party relating to the Program, (iv) actions taken by
governmental agencies and/or industry or trade associations for
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advertisements not conforming to any applicable law and/or voluntary
agreement, (v) actions or claims brought by ASCAP, BMI, or SESAC or
other licensing groups in connection with the Programs, and
(vi) breach of any representation or warranty made by Licensor or
its agents or representatives. The obligations under this paragraph
shall survive any termination of this Agreement unless specifically
released in a writing executed by both parties.
A-8. FORCE MAJEURE: If because of act of God, inevitable accident; fire;
lockout, strike or other labor dispute;
riot or civil commotion; act of governmental instrumentality
(whether federal, state or local); failure in whole or in part of
technical facilities; failure or broadcast facilities, technical or
programming difficulties, or other causes beyond Network's
reasonable control Network fails to fully perform hereunder, the
same shall not constitute a breach of this Agreement by Network, and
Network will not be liable to Licensor for such failure to perform.
A-9. CANCELLATION: Either party may cancel this Agreement under normal
circumstances by delivering to the other party, or their designated
representative, thirty (30) days prior notice in writing. However,
Network shall have the right to cancel this Agreement immediately by
the most expedient means of communications to Licensor in the event
that Licensor fails to timely perform any one or all of its
responsibilities enumerated else where in the Agreement. Any
cancellation of this Agreement shall be prospective only and shall
not affect the Network's perpetual rights to any Program (s)
delivered prior to the effective date of such cancellation.
A-10. MISCELLANEOUS:
(a) Both Network and Licensor shall give mention and/or
credit to other party in all press releases or publicity concerning
the Program(s).
(b) Network may use and authorize the use in any media of the
names, logos, trade names, trademarks, service marks and other
intellectual property of Licensor and other entities or individuals
participating in the Program, and the names, likenesses and voices
of, and biographical information concerning, all athletes,
contestants, players, coaches, managers, actors and others connected
with the Program to broadcast, advertise, promote and publicize the
Program. Network shall at no time replace or cover up in any way the
Omni Broadcasting Network logo (Bug) in any of Licensor's
programming., however, notwithstanding the foregoing, Network, at its
sole discretion, reserves the right to place America One network logo
(Bug) in all programming.
(c) If either party decides to seek any recourse, action or
claim to which it is entitled under or by reason of this Agreement,
both parties agree that such recourse, action or claim shall extend
only to Network and Licensor, and not to any of Network's partners
(limited, general or otherwise), owners, or affiliates.
(d) The prevailing party in any litigation (or arbitration to
which the parties may hereafter agree) between the parties arising
out of or relating to the interpretation, application or enforcement
of any provision of this Agreement shall be entitled to recover all
of its reasonable attorneys' fees (including an allocable portion of
in-house attorneys' fees if any) and costs, including, but not
limited to, costs and attorneys' fees related to or arising out of
any trial or appellate proceedings. Both parties agree to submit to
binding arbitration as the sole recourse to settle any disputes.
(e) This Agreement is made and delivered in Ft. Worth, Texas
and shall be governed by and construed in accordance with the laws of
the State of Texas (without regard to Texas' choice of law rules).
Any delay or waiver (whether due to course of dealing or otherwise)
of any right or remedy by Network shall not act as a waiver of any
other right or remedy available to Network.
(f) This Agreement embodies the entire understanding of the
parties with respect to the subject matter hereof, supersedes any
prior agreement or understanding, and may not be altered, amended, or
otherwise modified except by an instrument in writing executed by
both parties.
(g) The invalidity of any provision of this Agreement will
not affect the validity of any other provision of this Agreement, but
both parties must negotiate in good faith the equitable modification
of any provision held to be invalid. No provision of this Agreement
is intended or shall be construed to provide or create any third
party beneficiary right. Additionally, this Agreement does not
create, and shall not be construed to create, any joint venture,
partnership, principle-agent, or any other similar relationship
between the parties or their owners.
(h) Licensor acknowledges that, except as specifically set
forth in this Agreement, the Network has not made, does not make, and
specifically negates and disclaims any representations, warranties,
promises, covenants, agreements, or guarantees of any kind or
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character whatsoever, whether express or implied, oral or written,
of, as to, concerning, or with respect to (i) the subject matter of
this Agreement, (ii) the amount of any projected revenues, or
(iii) Network's affiliates. This paragraph shall survive the
expiration or earlier termination of this Agreement.
(i) Unless otherwise specifically stated in this Agreement,
(i) it shall be up to the sole discretion of the Network in its good
faith business judgment, to select the placement (e.g., time,
duration, and location) of any Program on the Program Schedule,
(ii) Network shall make revisions to the Program Schedule as it deems
appropriate, and (iii) all commercials must be delivered at the same
time the Program is delivered to Network (iv) Network, after first
notifying Licensor, may edit and/or preempt any program that is in
violation of FCC standards for terrestrial broadcasting or deemed
inappropriate material for the Networks broadcast, production and
content standards , including, but not limited to programs shot on
VHS, SVHS, Hi 8, Digital 8,DV Mini DV, or any other non broadcast
standard, and content that includes but not limited to nudity,
profanity, firearms, pornography, or any other products, services, or
content which may be deemed inappropriate material for general public
access.
(j) Licensor agrees that the terms and conditions of this
Agreement will be kept confidential by it and its agents, employees,
and affiliates, and, except as may be required by law, will not be
disclosed in any manner whatsoever, in whole or in part, without the
prior written consent of the Network.
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