ECOMMERCE BRANDING AFFILIATE AGREEMENT
THIS ECOMMERCE BRANDING AFFILIATE AGREEMENT ("Agreement") is made and entered
into this 1st day of July, 2000, by and between UBRANDIT.COM, a Nevada
corporation ("Ubrandit") and CITADEL BROADCASTING COMPANY, a Nevada corporation
(the "Branding Affiliate").
W I T N E S S E T H
WHEREAS, Ubrandit is an Internet commerce and content provider with a
brandable site (the "Book, Music, Video Store") featuring books, music tapes and
CDs, and movie videos and DVDs ("Ubrandit Products") with proprietary branding
technology and methodology systems;
WHEREAS, the Branding Affiliate desires to brand the Ubrandit Products
under its brand name and provide the same to its customers and prospects;
WHEREAS, Ubrandit desires to pay Branding Affiliate a commission for
sales of said Ubrandit Products and allow Branding Affiliate to participate in
specific programs available to Branding Affiliates pursuant to the terms of this
Agreement; and
WHEREAS, The Branding Affiliate desires to market the Ubrandit Products
through the Branding Affiliate station sites (the "Station Sites") set forth in
the list attached hereto as Exhibit A.
NOW, THEREFORE, in consideration of the promises and the mutual
covenants herein contained, it is hereby agreed as follows:
1. STATION SITES CUSTOMIZATION.
The Branding Affiliate agrees to provide Ubrandit with the information
identified in Exhibit A in order for Ubrandit to customize the Station Sites.
Upon receipt by Ubrandit of such information and payment of any applicable set
up fees, Ubrandit shall enroll the Branding Affiliate into Ubrandit's branding
program pursuant to the terms of this Agreement (the "Branding Program").
2. CHANGES TO STATION SITES.
The Branding Affiliate shall have the option to modify the Station Sites listed
in Exhibit A to add new sites resulting from the Branding Affiliate's
acquisition of additional radio stations or to delete sites upon the Branding
Affiliate's transfer, sale or other disposition of any of Branding Affiliate's
radio stations by giving written notice thereof to Ubrandit.
3. PROMOTION; UBRANDIT.COM OFFICIAL SELLER OF BOOKS, MUSIC, VIDEOS AND
DVDS. Subject to the terms and conditions set forth herein, the Branding
Affiliate shall promote the Book, Music, Video Store on at least ten percent
(10%) of the on-air spots allocated to promotion of each radio station's web
site provided that such site operates a window to the Book, Music, Video Store.
In conjunction with the foregoing promotion obligation, the Branding Affiliate
shall promote the Book, Music, Video Store as that Branding Affiliate radio
station's official Internet store for the purchase of books, music, video and
digital video discs and shall not permit the use of such designation for any
other entity selling books, music, videos and digital video discs.
4. THE BRANDING AFFILIATE BOOK, MUSIC, VIDEO STORE.
Ubrandit will make available to the Branding Affiliate certain proprietary
content including graphic and textual links, which will allow the Branding
Affiliate to present the interactive Book, Music, Video Store in a window on
each Station Site. By accessing the content of said window users of Branding
Affiliate's sites will be able to purchase Ubrandit Products. During the setup
process and pursuant to the terms of this Agreement, the Branding Affiliate will
be permitted to make certain customizations to the look and feel of the window
displaying the content of the Book, Music, Video Store to give the look of
transparency and to conform the window to the colors and style of the Station
Site. The Branding Affiliate will have the discretion as to colors, certain
textual references, and the use of logos in the customizing of the window that
presents the Book, Music Video Store on the Station Sites and links to the
Ubrandit site; however, as described below, the linking to the Ubrandit site is
subject to the terms and conditions hereof, and each party has the right to
monitor the other party's sites to ensure that it is in compliance with this
Agreement.
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5. UBRANDIT'S RESPONSIBILITIES. Ubrandit will provide the Branding
Affiliate with the linking information necessary to allow the Branding Affiliate
to display the Book, Music, Video Store on the Station Site. As part of the
content provided by Ubrandit to the Branding Affiliate for use on its web sites,
Ubrandit will provide certain search engines to assist user in their purchase of
Ubrandit Products. Ubrandit will be solely responsible for processing every
order placed by a customer following a special link from the Station Site, for
tracking the volume and amount of sales generated by the Station Site, and for
providing information to Branding Affiliates regarding sales statistics,
Ubrandit will be responsible for order entry, payment processing, fulfillment,
shipping, cancellations, returns, and related customer service.
6. OTHER TERMS REGARDING BRANDING AFFILIATES.
a. After the Branding Affiliate's enrollment in the Branding Affiliate
Program and Ubrandit's customization of the Book, Music, Video Store for the
Station Sites, the Branding Affiliate shall prominently display links, which
comply with the terms and conditions of this Agreement, throughout the Station
Site as the Branding Affiliate sees fit to present the window displaying the
Book, Music, Video Store.
b. In accordance with this Agreement, the Branding Affiliate will be
entitled to earn and Ubrandit shall be obligated to pay commissions as set forth
in Sections 6 and 7 below. The Branding Affiliate will also be entitled to
participate in certain additional programs offered by Ubrandit that are opened
to all Branding Affiliates.
7. EARNING COMMISSIONS.
Only Ubrandit Products that are purchased by users linking to the Ubrandit Site
from the Book, Music, Video Store displayed on the Station Sites ("Linked
Users") will qualify for a commission (each, a "Qualifying Purchase").
Commission rates will be based on the aggregate amount purchased from Ubrandit
for Qualifying Purchases of the Ubrandit Products, excluding amounts collected
by Ubrandit for sales taxes, duties, gift-wrapping, shipping, handling, and
similar charges, ("Net Sales"). All available items on the Ubrandit site will be
included in the computation of Net Sales Commission rates as follows:
Ubrandit will pay the Branding Affiliate a commission rate of 5% of the Net
Sales amount per item for all applicable books, music CDs and tapes, videos and
DVDs the Branding Affiliate sells through the Book, Music Video Store displayed
on the Station Sited to Linked Users. The Branding Affiliate may increase or
decrease its commission by adjusting the price it charges for Ubrandit Products
to its Linked Users. Any increase by the Branding Affiliate to the price of the
Ubrandit Products will cause the Branding Affiliate's commission to increase an
equivalent amount. Any decrease or discount by the Branding Affiliate in the
price of the Ubrandit Products will cause the Branding Affiliate's commission to
decrease by an equivalent amount.
8. PAYMENT.
a. Commissions. Each calendar quarter (every three month period ending
at the end of each of March, June, September and December) that the commissions
earned by the Branding Affiliate exceed $50.00 (less any taxes required to be
withheld under applicable law) Ubrandit will send the Branding Affiliate a check
in the amount of the commission payable and a statement of activity to the
Branding Affiliate. If the Branding Affiliate commission earned for any quarter
is less than $50.00, the total amount will be carried until the Branding
Affiliate aggregate commission exceeds $50.00 at which time it will be paid at
the end of the quarter in which the aggregate commission exceeded $50.00. Such
commission checks and statements of activity will be sent within thirty (30)
days after the end of the respective calendar quarter.
b. Prepayment and Trade Credit.
(i) Ubrandit will advance the total amount of $100,000 to Branding
Affiliate as a prepayment promotional cost for the betterment of
Branding Affiliates sites.
2. (ii) Branding Affiliate agrees to provide Ubrandit a trade account
credit of $50,000. Examples of items for which this account may be used
include, but are not limited to, banner advertising and business services
such as travel, hotel, computer equipment, etc. Draws on this trade account
by Ubrandit shall be subject to Branding Affiliate's approval.
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9. ACCESS TO REPORTS.
a. During the term of this Agreement and for a period of two (2) years
thereafter, upon reasonable notice the Branding Affiliate's audit personnel,
internal or external, may enter the premises of Ubrandit and perform reasonable
audit and recordkeeping inspection procedures to confirm that Ubrandit is
correctly compensating the Branding Affiliate in accordance with the terms and
conditions of this Agreement. Ubrandit agrees to cooperate in such audit and
inspection.
b. Commencing 60 days after the date of this Agreement and continuing
through the sixth month of this Agreement, Ubrandit shall be provided with
monthly affidavits from the Branding Affiliate with respect to each Station
Site, establishing that the on-air promotional spots for the Book, Music, Video
Store have been aired as required by this Agreement. Thereafter, Ubrandit shall
be provided with such affidavits on a quarterly basis.
10. CUSTOMERS, POLICIES, AND PRICING.
Customers who buy Ubrandit Products through the Branding Program will be deemed
to be customers of Ubrandit. Accordingly, all of our rules, policies, and
operating procedures concerning customer orders, customer service, and Ubrandit
Product sales will apply to those customers. Ubrandit may change its policies
and operating procedures from time to time. For example, Ubrandit will determine
the prices to be charged for Ubrandit Products sold under the Branding Program
in accordance with its own pricing policies. Prices and availability of Ubrandit
Products may vary from time to time. Since price changes may affect products
that the Branding Affiliate has noted or highlighted on the Station Site, the
Branding Affiliate may not include price information in any descriptions of
Ubrandit Products that the Branding Affiliate may include on the Station Site.
11. PUBLICITY RIGHTS.
Neither party shall create, publish, distribute, or permit any written material
that makes reference to the other party without first submitting such material
to the other party and receiving written consent, which consent shall not be
unreasonably withheld.
12. LICENSES REGARDING CONTENT, TRADEMARKS AND OTHER LICENSED MATERIAL.
a. During the term of this Agreement, Ubrandit grants the Branding
Affiliate a non-exclusive, non-transferable right to (i) access the Ubrandit
site through links solely in accordance with the terms of this Agreement and
(ii) to display the content, trademarks and logos and similar identifying
material contained in the Book, Music, Video Store (collectively, the "Licensed
Materials") for the sole purpose of enabling and facilitating linking from the
Station Site to the Ubrandit site so that the Branding Affiliate users can
purchase Ubrandit products. The foregoing license of the Licensed Material is
granted solely in connection with such links. The Branding Affiliate may not
alter, modify, or change the licensed materials hi any way other than
customization authorized pursuant to this Agreement of the linked window on the
Station Site containing the Book, Music, Video Store. All customizations of the
display of the Book, Music, Video Store on each Station Site must be
accomplished through the use of customization programs appearing at the
www.ubrandit.com site for the customization of color, graphics, and text and for
the inclusion of logos. The Branding Affiliate is only entitled to use the
Licensed Materials to the extent that the Branding Affiliate is a member in good
standing of the Branding Program.
b. The Branding Affiliate shall not make any specific use of any
Licensed Materials for purposes other than selling Ubrandit Products on the
Station Sites, without first submitting a sample of such to Ubrandit and
obtaining the prior written consent of Ubrandit, which consent shall not be
unreasonably withheld. The Branding Affiliate agrees not to use the Licensed
Materials in any manner that is disparaging or that otherwise portrays Ubrandit
in a negative light. Ubrandit reserves all of its rights in the Licensed
Materials and its other proprietary rights.
13. AFFILIATE SITE OBLIGATIONS.
a. The Branding Affiliate will be solely responsible for the
development, operation, and maintenance of each Station Site and for all
materials that appear on the Station Site. Such responsibilities include, but
are not limited to, the technical operation of the Station Site and all related
equipment, links on the Station Site to the linked Book, Music, Video Store
window appearing on the Station Site; the accuracy and propriety of materials
posted on the Station Site; ensuring that materials posted on the Station Site
do not violate or infringe upon the rights of any third party and are not
libelous or otherwise illegal; provided, however, that the Branding Affiliate
shall have no
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responsibility for the Ubrandit Products and any content related thereto or
provided by Ubrandit. The Branding Affiliate agrees to indemnify and hold
Ubrandit harmless from all claims, damages, and expenses (including, without
limitation, attorneys' fees) relating to the development, operation,
maintenance, and contents of the Station Site, except as to the Ubrandit
Products and any other content related thereto or provided by Ubrandit.
b. Ubrandit will be solely responsible for the development, operation,
and maintenance of the Book, Music, Video Store and for all materials that
appear thereon. Such responsibilities include, but are not limited to, the
technical operation of the Book, Music, Video Store and all related equipment;
the accuracy and propriety of materials posted thereon (including, but not
limited to, all Ubrandit Product-related materials); ensuring that materials
posted on the Book, Music, Video Store do not violate or infringe upon the
rights of any third party and are not libelous or otherwise illegal. Ubrandit
agrees to indemnify and hold the Branding Affiliate harmless from all claims,
damages, and expenses (including, without limitation, attorneys' fees) relating
to the development, operation, maintenance, and contents of the Book, Music,
Video Store.
14. TERM OF THE AGREEMENT.
The parties agree that the term of this Agreement shall commence upon the date
of first operation of the Station Site and shall continue for a term of one (1)
year, at the end of which term this Agreement shall terminate unless the parties
hereto agree in writing to extend such term. The Branding Affiliate is only
eligible to earn commission on sales occurring during the term, and commissions
earned through the date of termination will remain payable only if the related
Ubrandit Product orders are not cancelled or returned.
15. MODIFICATIONS OF THE AGREEMENT.
The parties may modify this agreement at any time, however, any modification
must be in writing and be signed by both parties.
16. RELATIONSHIP OF PARTIES.
The relationship of the parties hereto is one of independent contractors, and
nothing in this Agreement will create any partnership, joint venture, agency,
franchise, sales representative, or employment relationship with or between such
parties. Neither party will have the authority to make or accept any offers or
representations on the other party's behalf. Neither party will make any
statement, whether on the Station Site, the Book, Music, Video Store or
otherwise, that reasonably would contradict anything in this paragraph.
17. DISCLAIMERS.
Except as otherwise set forth herein, Ubrandit makes no express or implied
warranties or representations (including, without limitation, the implied
warranties of fitness for a particular purpose, merchantability, or any implied
warranties arising out of course of performance, dealing, or trade usage). In
addition, Ubrandit make no representation that the operation of the Book, Music,
Video Store will be uninterrupted or error free, and Ubrandit will not be liable
for the consequences of any interruptions or errors, except to the extent of
Ubrandit's willful misconduct.
18. BRANDING AFFILIATE REPRESENTATIONS AND WARRANTIES.
The Branding Affiliate hereby represents and warrants the following:
a. This Agreement has been duly and validly executed and delivered by
the Branding Affiliate and constitutes the Branding Affiliate's legal, valid,
and binding obligation, enforceable against the Branding Affiliate in accordance
with its terms.
b. The execution, delivery, and performance by the Branding Affiliate
of this Agreement and the consummation by the Branding Affiliate of the
transactions contemplated hereby will not, with or without the giving of notice,
the lapse of time, or both, conflict with or violate (i) any provision of law,
rule, or regulation to which the Branding Affiliate is subject, (ii) any order,
judgment, or decree applicable to the Branding Affiliate or binding upon the
Branding Affiliate assets or properties, (iii) any provision of the Branding
Affiliate by-laws or certificate of incorporation, or (iv) any agreement or
other instrument applicable to the Branding Affiliate or binding upon the
Branding Affiliate assets or properties.
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c. The Branding Affiliate is the sole and exclusive owner or a valid
licensee of any trademarks, trade names, service marks, logos or copyrighted
material which the Branding Affiliate will use in the Branding Affiliate's
customization of the Book, Music, Video Store window appearing on each Station
Site and the Branding Affiliate has the right and power to grant to Ubrandit the
license to use the Branding Affiliate trademarks in the manner contemplated
herein, and such grant does not and will not (i) breach, conflict with, or
constitute a default under any agreement or other instrument applicable to the
Branding Affiliate or binding upon the Branding Affiliate assets or properties,
or (ii) infringe upon any trademark, trade name, service mark, copyright, or
other proprietary right of any other person or entity.
d. No consent, approval, or authorization of, or exemption by, or
filing with, any governmental authority or any third party is required to be
obtained or made by the Branding Affiliate in connection with the execution,
delivery, and performance of this Agreement or the taking by the Branding
Affiliate of any other action contemplated hereby.
19. UBRANDIT REPRESENTATIONS AND WARRANTIES.
Ubrandit hereby represents and warrants the following:
a. This Agreement has been duly and validly executed and delivered by
Ubrandit and constitutes Ubrandit's legal, valid, and binding obligation,
enforceable against Ubrandit in accordance with its terms.
b. The execution, delivery, and performance by Ubrandit of this
Agreement and the consummation by Ubrandit of the transactions contemplated
hereby will not, with or without the giving of notice, the lapse of time, or
both, conflict with or violate (i) any provision of law, rule, or regulation to
which Ubrandit is subject, (ii) any order, judgment, or decree applicable to
Ubrandit or binding upon Ubrandit's assets or properties, (iii) any provision of
Ubrandit by-laws or certificate of incorporation, or (iv) any agreement or other
instrument applicable to Ubrandit or binding upon Ubrandit's assets or
properties.
c. Ubrandit is the sole and exclusive owner or a valid licensee of any
trademarks, trade names, service marks, logos or copyrighted material which
Ubrandit will use in the Licensed Materials and the Book, Music, Video Store and
the Licensed Materials and such trademarks, trade names, service marks, logos or
copyrighted material will not infringe upon any trademark, trade name, service
mark, copyright, or other proprietary right of any other person or entity.
d. No consent, approval, or authorization of, or exemption by, or
filing with, any governmental authority or any third party is required to be
obtained or made by Ubrandit in connection with the execution, delivery, and
performance of this Agreement or the taking by Ubrandit of any other action
contemplated hereby.
20. CONFIDENTIALITY.
Except as otherwise provided in this Agreement, or with Ubrandit's consent, the
Branding Affiliate hereto agrees that all information including, without
limitation, the terms of this Agreement, business and financial information,
customer and vendor lists, and pricing and sales information, concerning
Ubrandit shall remain strictly confidential and secret and shall not be
utilized, directly or indirectly, by the Branding Affiliate for the Branding
Affiliate's own business purposes other than contemplated by this Agreement or
for any other purpose except and solely to the extent that any such information
is generally known or available to the public through a source or sources other
than such party hereto or its affiliates. Notwithstanding the foregoing, the
Branding Affiliate is hereby authorized to deliver a copy of' any such
information (a) to any person pursuant to a subpoena issued by any court or
administrative agency, (b) to its accountants, attorneys, or other agents on a
confidential basis, and (c) otherwise as required by applicable law, rule,
regulation, or legal process including, without limitation, the Securities Act
of 1933, as amended, and the rules and regulations promulgated thereunder, and
the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.
21. INDEMNIFICATION.
a. BRANDING AFFILIATE. The Branding Affiliate hereby agrees to
indemnify and hold harmless Ubrandit and its subsidiaries and affiliates, and
their directors, officers, employees, agents, shareholders, affiliates, members,
and other owners, against any and all claims, actions, demands, liabilities,
losses, damages, judgments, settlements, costs, and expenses (including
reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to
as
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"Losses") insofar as such Losses (or actions in respect thereof) arise out of or
are based on (i) any claim that Ubrandit's use of any trademarks provided by the
Branding Affiliate infringes on any trademark, trade name, service mark,
copyright, license, intellectual property, or other proprietary right of any
third party, (ii) any misrepresentation of a representation or warranty made by
the Branding Affiliate herein or any breach of a covenant and agreement made by
the Branding Affiliate herein, or (iii) any claim related to the Station Site,
including, without limitation, content therein not attributable to Ubrandit.
b. UBRANDIT. Ubrandit hereby agrees to indemnify and hold harmless the
Branding Affiliate and its subsidiaries and affiliates, and their directors,
officers, employees, agents, shareholders, affiliates, members, and other
owners, against any and all claims, actions, demands, liabilities, losses,
damages, judgments, settlements, costs, and expenses (including reasonable
attorneys' fees) (any or all of the foregoing hereinafter referred to as
"Losses") insofar as such Losses (or actions in respect thereof) arise out of or
are based on (i) any claim that the Licensed Materials, the Branding Affiliate's
sale of the Ubrandit Products or use of any trademarks provided by Ubrandit
infringes on any trademark, trade name, service mark, copyright, license,
intellectual property, or other proprietary right of any third party, (ii) any
misrepresentation of a representation or warranty made by Ubrandit herein or
with respect to any Ubrandit Product, (iii) any breach this Agreement by
Ubrandit, or (iii) any claim related to the Book, Music, Video Store site,
including, without limitation, its content.
22. NOTICES.
Any notices or communication under this Agreement shall be in writing and shall
be deemed delivered to the party receiving such communication at the address
specified below (i) on the delivery date if delivered personally to the party;
(ii) one (1) business day after deposit with a commercial overnight carrier,
with written verification of receipt; (iii) five business days after the mailing
date, whether or not received, if sent by US mail, return receipt requested;
(iv) on the delivery date if transmitted by confirmed facsimile or by email.
If to Ubrandit:
UBRANDIT.COM
12626 HIGH BLUFF DR.
SUITE 200
SAN DIEGO, CA 92130
Attn: JEFF PHILLIPS
If to Citadel:
Citadel Broadcasting Company
7201W. Lake Mead Blvd.
Suite 400
Las Vegas, NV 89128
Attn: Bob Proffitt
and
E-Fortress
31 Sextant Lane
Narragansett, RI 02882
Attn: William Perrault
with a copy to:
Eckert Seamans Cheria & Mellott, LLC
USX Tower
600 Grant Street, 44th Floor
Pittsburgh, PA 15219
Attn: Bryan Rosenberger, Esq.
23. GOVERNING LAW.
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This Agreement will be governed by the laws of the United States and the State
of California, without reference to rules governing choice of laws. Any action
relating to this Agreement must be brought in the federal or state courts
located in California, and the Branding Affiliate irrevocably consents to the
jurisdiction of such courts. This Agreement will be binding on, inure to the
benefit of, and be enforceable against the parties and their respective
successors and assigns. Failure to enforce the Branding Affiliate strict
performance of any provision of this Agreement will not constitute a waiver of
either party's right to subsequently enforce such a provision or any other
provision of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of the date first above written.
UBRANDIT.COM
By: \S\ JEFF PHILLIPS
Name: JEFF PHILLIPS
Title: PRESIDENT
CITADEL BROADCASTING COMPANY
By: \S\ BOB PROFFITT
Name: BOB PROFFITT
Title: PRESIDENT
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Schedule A
Ubrandit/Citadel
City Station
Albuquerque KRST-FM
Albuquerque KKOB-AM
Albuquerque KKOB-FM
Albuquerque KMGA-FM
Albuquerque KTBL-FM
Albuquerque KNML-AM
Albuquerque KHTL-AM
Albuquerque KHFM-FM (MISC)
Allentown/Bethlehem WCTO-FM
Allentown/Bethlehem WLEV-FM
Atlantic City WFPG-AM
Atlantic City WKOE-FM
Atlantic City WPUR-FM
Atlantic City WFPG-FM
Augusta-Waterville WMME-FM
Augusta-Waterville WEZW-AM
Augusta-Waterville WEBB-FM
Augusta-Waterville WTVL-AM
Baton Rouge WCAC-FM
Baton Rouge KQXL-FM
Baton Rouge WIBR-AM
Baton Rouge KOOJ-FM
Baton Rouge WEMX-FM
Binghamton WHWK-FM
Binghamton WAAL-FM
Binghamton WNBF-AM
Binghamton WYOS-FM
Bloomington WBNQ-FM
Bloomington WBWN-FM
Bloomington WJBC-AM
Boise KIZN -FM
Boise KQFC-FM
Boise KZMG-FM
Boise KKGL- FM
Boise KBOI-AM
Chattanooga WOGT- PM
Chattanooga WGOW-FM/AM
Chattanooga WSKZ-FM
Colorado Springs KKMG-FM
Colorado Springs KKFM-FM
Colorado Springs KSPZ-FM
Colorado Springs KVOR-AM
Columbia WOMG-FM
Columbia WISW-AM
Columbia WTCB-FM
Columbia WLXC-FM
Flint WFBE-FM
Grand Rapids WBBL-AM
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Grand Rapids WLAV-FM
Grand Rapids WKLQ-FM
Grand Rapids WODJ-FM
Harrisburg/York WQXA-FM
Harrisburg/York WRKZ-FM/WHYL-FM
Harrisburg/York WQXA-AM
Ithaca WIII-FM
Ithaca WKRT-AM
Kokomo/Muncie WWKI-FM
Kokomo/Muncie WMDH-FM
Kokomo/Muncie WMDH-AM
Lafayette I KRRQ-FM
Lafayette I KNEK-FM
Lafayette 2 KSMB-FM
Lafayette 2 KVOL-FM/AM
Lansing WITL-FM
Lansing WJIM-AM
Lansing WVFN-AM
Lansing WFMK-FM
Lansing WJIM-FM
Lansing WMMQ-FM
Little Rock KURB-FM
Little Rock KIPR-FM
Little Rock KLAL-FM
Little Rock KVLO-FM
Little Rock KARN-AM/FM
Little Rock KOKY-FM
Little Rock KAAY-AM (MISC)
Modesto KATM-FM
Modesto KHKK-FM/KDJK
Modesto KHOP-FM
Modesto KANM-AM
Monroe KTJC-FM
Monroe KZRZ-FM
Monroe KYEA-FM
Monroe KMYY-FM
New Bedford WFHN-FM
New Bedford WBSM-AM
New London WAXK-FM
New London WQGN-FM
New London WSUB-AM
Oklahoma KATT-FM
Oklahoma KYI S-FM
Oklahoma City KNTL-FM/WWLS-AM
Oklahoma City KKWD-FM
Portland WBLM-FM
Portland WJQB-FM
Portland WCYY-FM/WCYI-FM
Portland WHOM-FM
Portland WTPN-FM
Portsmouth WOKQ-FM/WPKQ-FM
Portsmouth NH WSAK-FM/WSHK-FM
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Presque-Isle WOZI -FM
Presque-Isle WQHR-FM
Presque-Isle WBPW-FM
Providence WPRO-FM
Providence WWLI-FM
Providence WSKO-AM
Providence WZRL/ZRA
Providence WPRO-AM
Reno KBUL-FM
Reno KNEV-FM
Reno KKOH-AM
Reno KNHK-FM
Reno KATG-FM
Saginaw WHNN-FM
Saginaw WIOG-FM
Saginaw WKQZ-FM
Saginaw WILZ-FM/WYLZ
Salt Lake City KENZ-FM
Salt Lake City KBEE-FM
Salt Lake City KUBL-FM
Salt Lake City KBER-FM
Salt Lake City KWUN-AM
Salt Lake City KFNZ-AM
Spokane KDRK-FM
Spokane KEYF-FM/AM
Spokane KGA-AM
Spokane KWHK-FM
Spokane KJRB-AM
Spokane KAEP-FM
Syracuse WLTI-FM
Syracuse WAQX-FM
Syracuse WNTQ-FM
Syracuse WNSS-AM
Tri-Cities WQUT-FM
Tri-Cities WKOS-FM
Tri-Cities WGOC-AM
Tri-Cities WJCW-AM
Tri-Cities WKIN-AM
Wilkes-Barre/Scranton WXBE-FM/WXAR-FM
Wilkes-Barre/Scranton WBHT-FM/WEMR-FM
Wilkes-Barre/Scranton WARM-AM/WKJN-AM
Wilkes-Barre/Scranton WMGS-FM
Wilkes-Barre/Scranton WCTD-FM/WCTP-FM
Wilkes-Barre/Scranton WEMR-AM/WAZL
Worcester WXLO-FM
Worcester WORC-FM
