AIRTIME AGREEMENT
Broadcast License Agreement
THIS BROADCAST LICENSE AGREEMENT (“Agreement”) is made and entered into as of August 12, 2025, between eZWay Broadcasting and CoreLink Media (hereinafter referred to as “LICENSEE(S)” or “LICENSEE”), having offices at 25108 Margurite Pkwy Ste A-236, Mission Viejo, CA 92692, and 10949 Fruitland Dr., Ste #12, Studio City, CA 91604, and ____________________ on behalf of ____________________ (Herein known as “NETWORK(S)”), residing at ____________________.
WHEREAS, NETWORK(S) desires to distribute certain television program(s) and/or film(s) (hereinafter referred to as “PROGRAM(S)”), more fully described hereunder; and
WHEREAS, LICENSEE desires to license PROGRAM(S) under the terms and conditions stated herein;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. License
NETWORK(S) hereby grants LICENSEE(S) a non-exclusive license to THE NETWORK(S), or later negotiated AVOD for Movies/Series, as identified in Exhibit “A.”
Network(s): See Exhibit A
Window: Thirty-six (36) months from August 12, 2025, with option to renew additional terms for twelve (12) months, and open to addendum for additional years thereafter.
Telecast Day/Time: Generally, twenty-four (24) hours per day, seven (7) days per week. Additional AVOD license and rights granted shall include NETWORK(S) and/or negotiated PROGRAMS to terrestrial, FAST, VAST, AVOD, SVOD, DTT, DTH, OTT, Satellite, Cable broadcast stations, simultaneous internet broadcast, set-top box cable, microwave, fiber optic, and/or other modes of broadcasting yet to be developed, allowing multiple runs.
Territory: Worldwide.
2. Fee Schedule
This Agreement is a barter arrangement and/or revenue share, negotiated as such, as described below between LICENSEE(S) and NETWORK(S). The LICENSEE(S) and NETWORK(S) shall split evenly a 33/33/33 percent share. Each entity shall receive thirty-three percent (33%) of the net revenue generated from advertisements placed for NETWORKS, including VAST TAGS approved and placed from NETWORKS’ advertisers on LICENSEE’S apps. The LICENSEE(S) shall deliver the NETWORKS and/or programs to all their available apps and place the VAST TAGS wherever approved, abiding by the 33/33/33 percent split of net revenue.
3. Format
All programming shall be delivered as HLS fast channel network streams, with a list of channels included in Exhibit “A.”
4. Logos
NETWORK(S) shall deliver the graphic logo for each fast channel in an acceptable format requested by LICENSEE. Distribution costs such as formatting and programming shall be the responsibility of NETWORK(S).
5. Legality
This Agreement is subject to all federal laws and regulations of the Federal Communications Commission.
6. Music Performing Rights
NETWORK(S) warrants and represents that the performing rights, including without limitation music synchronization and mechanical rights and licenses, in and to all musical compositions contained in PROGRAMS, are owned by NETWORK(S). NETWORK(S) further warrants and represents that all musical compositions contained in PROGRAMS have been cleared in compliance with ASCAP, BMI, SESAC, Inc., or are in the public domain, or are original music owned by NETWORK(S).
7. Taxes
Not applicable to this Agreement.
8. Advertising and Promotion
NETWORK shall have the right to promote and advertise distribution no less than sixty (60) days prior to the term, in any and all media, including via the Internet, provided that such use via the Internet is non-downloadable and for streaming purposes only. Advertising and promotion shall be paid for by NETWORK, as well as any applicable residuals or guild fees due to such advertising and promotion. NETWORK shall also have the right to create institutional advertising (i.e., for goodwill of networks) following the conclusion of this deal. NETWORK shall cover the cost of any applicable residuals or guild fees due from such advertising and promotion.
9. Ownership
All rights, title, and interest in and to the NETWORK(S) and all films or videotapes thereof, including without limitation print formulas, formats, general content, and any other literary, musical, artistic, or creative material included herein, other than material in the public domain, shall remain the sole property of NETWORK(S). Licensing in general does not claim ownership.
10. Assignment
This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. LICENSEE shall not assign this Agreement or the rights and obligations hereunder without the prior written consent of NETWORK(S).
11. Warranty and Indemnification
LICENSEE and NETWORK each warrant that they have the right to enter into this Agreement. LICENSEE warrants that it has the right to grant the rights herein granted to NETWORK(S) and has all rights necessary to permit NETWORK(S) to exercise the rights herein granted, including performance rights by artists and/or other material contained in the PROGRAMS. LICENSEE further warrants that PROGRAMS shall not contain material violating the rights of privacy, civil or property rights of any person or entity, or any laws or regulations of the Federal Communications Commission.
Each party agrees to defend, indemnify, and hold harmless the other from and against any damages, liabilities, costs, and expenses, including reasonable attorney’s fees, arising out of, or caused by, any breach of warranty hereunder or the acts or omissions of the indemnifying party.
12. Notices
All notices and other communications required or permitted hereunder shall be in writing and deemed sufficiently given if delivered by personal delivery, telegram, telecopy, expedited delivery service with proof of delivery, or by registered mail postage prepaid, at the addresses specified on page one of this Agreement, unless changed by written notice. Any such notice shall be deemed given at the time of delivery, or in the case of mail, upon the first attempted delivery. Copies of all notices sent to LICENSEE shall also be sent to NETWORK.
13. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California, applicable to contracts entered into and fully performed therein. The parties agree that the State and Federal Courts located in California shall be the sole venue and have jurisdiction for settlement of all disputes arising hereunder.
14. Independent Contractors
NETWORK(S) and LICENSEE(S) are independent contractors with respect to each other. Nothing contained herein shall create any association, partnership, joint venture, or agency relationship between the parties. LICENSEE shall not under any circumstances act as or represent itself as being in any such relationship with NETWORK other than that of independent contractor.
15. Survival
All representations, warranties, and indemnities contained herein shall survive execution and delivery of this Agreement and any expiration or termination hereof. Either party may terminate this Agreement with sixty (60) days written notice.
16. Modification, Severability & Waiver
This Agreement may not be altered, modified, or changed except in writing executed by the party against whom enforcement is sought. Waiver of any breach shall not be deemed a waiver of any subsequent breach. If any provision is determined to be illegal or unenforceable, the remaining provisions shall nevertheless remain effective and enforceable.
17. Counterparts
This Agreement may be executed in any number of counterparts, each deemed an original, and all together constituting one and the same instrument. Execution by fax or electronic signature shall be deemed valid and binding.
18. Entire Agreement
This Agreement contains the entire understanding between the parties and supersedes all prior agreements, written or oral, relating to the subject matter herein. There are no representations, agreements, or understandings not fully expressed herein.
Signatures
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Agreed By:
By: ___________
By: ____________________
PJamilee Cooper CEO,
By: ___________
CoreLink Media Ent
www.CoreLink-Media.com
By: ___________________________
Name: ___________________________
Title: ___________________________
Company: ________________________
Contact: _________________________
Exhibit A
Fast Channels
AVOD
Series :
Movies :
Additional content may be included via addendum to this Agreement.
