XTracker Terms of Service

AGREEMENT BETWEEN USER AND CUMULUS MEDIA INC.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS APPLICATION.

This application ("XTracker" or the "Application") is owned and operated by Cumulus Media Inc. and Westwood One, LLC (referred to collectively as "Cumulus", "we", "us", or "our"), which provides this Application and related services for your internal business use only and subject to your compliance with this Terms of Use Agreement (the "Agreement").

Please read this Agreement carefully before using the Application. Your use of XTracker constitutes your acceptance to be bound by this Agreement without limitation, qualification or change. If at any time you do not accept all the terms and conditions of this Agreement, you must immediately discontinue use of the Application.

Cumulus reserves the right to modify this Agreement at any time. We may notify you of material changes by posting notice on the Application. Your continued use of the Application following any changes constitutes acceptance of those changes.

USER REPRESENTATIONS AND WARRANTIES

By using this Application, you are representing and warranting that:

• You are a legal resident of the United States
• You are at or above the legal age of majority in your jurisdiction of residence
• You own or have sufficient authorization to use the computer, mobile device, technology or other device you use to access this Application (collectively, "Device")
• You will access and use this Application in accordance with this Agreement
• You are an authorized employee, contractor, or affiliate of Cumulus Media Inc. or Westwood One, LLC

You acknowledge that these Terms of Use are supported by reasonable and valuable consideration, the receipt and adequacy of which are hereby acknowledged. Without limiting the generality of the foregoing, you acknowledge that such consideration includes your use of the Application and receipt of data, materials and information available through the Application.

GRANT OF ACCESS AND USE

Subject to your full compliance with these Terms, Cumulus grants you a limited, non-exclusive, non-transferable, revocable right to access and use the XTracker web-based platform via a web browser solely for the internal business purpose of remotely recording voice tracks, managing station logs, and producing audio content for Cumulus stations and affiliates ("Permitted Use").

No Software License: You acknowledge that this agreement grants you a right to use the Application as hosted by Cumulus. It does not grant you a license to download, install, or possess a copy of the underlying software code or source code on your personal device or server, other than temporary browser caching required for the Application to function.

Reservation of Rights: All rights not expressly granted to you are reserved by Cumulus. Cumulus retains full ownership of the Application, including all intellectual property rights therein.

USE OF CONTENT

All information, materials, functions and other content ("Content") contained in the Application are Cumulus's copyrighted property or the copyrighted property of our licensors or licensees. All trademarks, service marks, trade names, and trade dress are proprietary to us and/or our licensors or licensees. We may change the Application or delete Content or features at any time, in any way, for any or no reason.

Except as we specifically agree in writing, no Content from the Application may be used, reproduced, transmitted, distributed or otherwise exploited in any way other than for the Permitted Use described in this Agreement. Any business use, "re-mailing" or high-volume or automated use of the Application is prohibited except as specifically authorized for your role.

Any and all rights not expressly granted herein are reserved.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Application, you warrant to us that you will not use the Application for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Application in any manner which could damage, disable, overburden, or impair the Application or interfere with any other party's use and enjoyment of the Application. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Application.

YOU MAY NOT USE THE APPLICATION FOR ANY PURPOSE THAT IS UNLAWFUL OR PROHIBITED BY THIS AGREEMENT. YOUR ACCESS TO THE APPLICATION MAY BE TERMINATED IMMEDIATELY IN CUMULUS'S SOLE DISCRETION, WITH OR WITHOUT NOTICE, IF YOU FAIL TO COMPLY WITH ANY PROVISIONS OF THIS AGREEMENT, OR FOR ANY OTHER REASON, OR NO REASON.

PRIVACY AND COOKIE USAGE

Cumulus has developed a Privacy Policy in order to inform you of its practices with respect to the collection, use, disclosure and protection of personal information. The Privacy Policy is incorporated into this Agreement and by using this Application you agree to the terms of the Privacy Policy.

Data Collection

The Application collects limited usage data (logs) strictly for security, performance monitoring, and auditing of internal business operations. We do not sell, trade, or rent your personal identification information to others.

Use of Cookies

The Application uses "Strictly Necessary" cookies and local storage. These are essential for the operation of the application:

• Authentication: We use cookies to verify your account and determine when you are logged in.
• Security: We use cookies to prevent fraudulent use of login credentials and protect user data from unauthorized access.
• Preferences: We may use local storage to remember your interface settings (e.g., microphone selection, dark/light mode).

By using the Application, you acknowledge that these cookies are required for the application's functionality.

ACCOUNTS, SECURITY, PASSWORDS

The Application requires you to have an account with valid login credentials provided by Cumulus. You must maintain current, complete, and accurate information in your user profile. It is your responsibility to maintain the currency, completeness, and accuracy of your account data and any loss caused by your failure to do so is your responsibility.

It is entirely your responsibility to maintain the confidentiality of your password and account. Additionally, you are entirely responsible for any and all activities that occur under your account. You agree to notify Cumulus immediately of any unauthorized use of your account. Cumulus is not liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge.

SUBMISSIONS AND CONTENT

In these Terms of Use, we use the word "Submissions" to mean text, messages, audio recordings, voicetracks, ideas, feedback, concepts, artwork, photographs, videos, audiovisual works, musical compositions (including lyrics), sound recordings, your and/or other persons' names, likenesses, voices, usernames, profiles, actions, appearances, performances and/or other biographical information or material, and/or other materials that you submit, post, upload, embed, display, communicate or otherwise distribute on or through the Application.

License Grant: By posting, uploading, inputting, providing or submitting your Submission to the Application, you are granting Cumulus and our licensees, distributors, agents, representatives and other authorized users, a perpetual, non-exclusive, irrevocable, fully-paid, royalty-free, sub-licensable and transferable (in whole or part) worldwide license under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights you own or control to use, reproduce, transmit, display, exhibit, distribute, index, comment on, modify, create derivative works based upon, perform and otherwise exploit such Submissions, in whole or in part, in all media formats and channels now known or hereafter devised (including on our radio stations, websites, and third-party platforms) for any and all purposes including entertainment, news, advertising, promotional, marketing, publicity, trade or commercial purposes, all without further notice to you, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity.

Content Ownership: All voicetracks, audio content, and materials created using the Application remain the property of Cumulus and its affiliated stations. You acknowledge that you have no ownership rights to any content created using the Application.

No compensation will be paid to you with respect to our use of your Submission, as provided herein. We are under no obligation to post or use any Submission you may provide to us and we may remove any Submission at any time in our sole discretion.

CODE OF CONDUCT

By using the Application, you agree that you will NOT:

• Distribute any content, provide links to, or make any post that is unlawful (according to local, state, federal, or international law or regulation), inappropriate, defamatory, infringing, obscene, indecent or advocates illegal activity
• Distribute files, provide links to, or make posts that contain software or other material protected by intellectual property laws unless you own or control the rights thereto or have received all necessary consents
• Deliver, or provide links to, any content containing material that harasses, victimizes, degrades, or intimidates an individual or group of individuals on the basis of religion, race, ethnicity, sexual orientation, gender, age, or disability
• Distribute files or make posts that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's device
• Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material
• Impersonate another person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity, or adopt a false identity if the purpose of doing so is to mislead, deceive, or defraud another
• Restrict or inhibit any other user from using and enjoying the Application
• Attempt to gain unauthorized access to the Application, any related website, other accounts, computer system, or networks connected to the Application, through hacking, password mining, or any other means
• Obtain or attempt to obtain any materials or information through any means not intentionally made available through the Application, including harvesting or otherwise collecting information about others such as email addresses
• Violate any applicable laws or regulations

You are and shall remain solely responsible for the content you distribute through the Application, and for the consequences of distributing same. We reserve the right to review content and to remove any and all content in our sole discretion for any reason whatsoever. We reserve the right to terminate your access to the Application at any time without notice for any reason whatsoever.

INTELLECTUAL PROPERTY

The Application, and all of its contents, including but not limited to software, text, graphics, logos, audio clips, and other content, are protected by copyright, trademark and other laws of the United States, as well as international conventions and the laws of other countries. The Application and all intellectual property are owned or controlled by Cumulus or by other parties that have provided rights thereto to Cumulus.

You may not, and agree that you will not, reproduce, download, license, publish, enter into a database, display, modify, create derivative works from, transmit, post, distribute or perform publicly by any means, method, or process now known or later developed, decompile, reverse engineer, disassemble, use on another computer-related environment, transfer or sell any intellectual property, information, software or products obtained from or through this Application, in whole or in part, without the express written permission of Cumulus.

DISCLAIMER OF WARRANTIES

THE APPLICATION AND ITS CONTENT ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILITY AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE APPLICATION WILL BE FREE OF INACCURACIES OR TYPOGRAPHICAL ERRORS, THAT ACCESS THERETO WILL BE UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE APPLICATION OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Moreover, you assume the entire cost of all necessary servicing, repair or correction. We do not warrant or make any representations regarding the use or the results of the use of any content. You hereby irrevocably waive any claim against us with respect to content and any content you provide.

LIMITATION ON LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CUMULUS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, LOST PROFITS, PERSONAL INJURY (INCLUDING DEATH) AND PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, THAT RESULT FROM ARISING OUT OF OR IN ANY WAY CONNECTED WITH (a) THE USE, OR INABILITY TO USE, THE APPLICATION OR CONTENT OR RELATED SERVICES, OR (b) THE CONDUCT OR ACTIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE APPLICATION OR ANY OTHER PERSON OR ENTITY, OR OTHERWISE ARISING OUT OF THE USE OF THE APPLICATION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE APPLICATION, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE APPLICATION.

INDEMNIFICATION

You hereby agree to indemnify, defend, and hold Cumulus, our licensors, licensees, distributors, agents, representatives and other authorized users, and each of the foregoing entities' respective resellers, distributors, service providers and suppliers, and all of the foregoing entities' respective officers, directors, owners, employees, agents, insurers, representatives and assigns harmless from and against any and all losses, damages, liabilities and costs (including settlement costs and any legal or other fees and expenses for investigating or defending any actions or threatened actions) incurred in connection with any claim arising out of any breach by you of this Agreement, or otherwise arising in any way out of your use of the Application.

TERMINATION

Cumulus reserves the right to modify, suspend, or terminate the Application and/or your account at any time for any reason with or without notice to you. In the event of termination, you will still be bound by your obligations under this Agreement, including the warranties made by you, and by the disclaimers and limitations of liability.

JURISDICTION AND VENUE

To the maximum extent permitted by law, this Agreement is governed by the laws of the State of Georgia without regard to conflict of law principles. You agree that any action at law or in equity arising out of or relating to these terms shall be filed only in state or federal courts located in Fulton County, Atlanta, Georgia, and you hereby consent and submit to the personal jurisdiction of such courts.

CONTACT INFORMATION

If you have questions concerning this Agreement, contact: support@cumulus.com