AUDIOBOOK LICENSE AND DISTRIBUTION AGREEMENT

Last revised: November 11, 2025 | Version 2.1

THIS AUDIOBOOK LICENSE AND DISTRIBUTION AGREEMENT ("Agreement") is entered into by and between FIO TECHNOLOGY, INC. ("Fio") and the undersigned PUBLISHING ENTITY ("Publisher"), effective as of the date of last signature below ("Effective Date").

1. DEFINITIONS

1.1. "Audiobook" means the audio recording of the book(s) identified in Schedule A and/or Schedule B for distribution, including any modifications made pursuant to Section 4.1. 1.2. "Territory" means the geographic regions where you have authorized distribution. 1.3. "Retail Price" means the sale price set by Fio for each Audiobook. 1.4. "Sales Report" means the monthly statement detailing consumption data and royalty calculations. 1.5. "Consumption" means the measured listening progress of an Audiobook by end users, tracked in 20% increments. 1.6. "End User" means the individual subscriber or purchaser who accesses the Audiobook through Fio's platform.

2. RIGHTS AND DISTRIBUTION

2.1. Exclusive Distribution Rights

For Audiobooks listed in Schedule A: (a) Publisher grants Fio the exclusive worldwide license to distribute, market, and promote the Audiobook for three (3) years from the Effective Date. (b) The Agreement automatically renews for successive one (1) year periods unless either party provides 90 days' written notice of non-renewal. (c) Publisher will receive 70% of the Retail Price, paid according to the consumption model in Section 3. (d) Publisher may not distribute the Audiobook through any other platform or service during the term.

2.2. Non-Exclusive Distribution Rights

For Audiobooks listed in Schedule B: (a) Publisher grants Fio the non-exclusive worldwide license to distribute, market, and promote the Audiobook for three (3) years from the Effective Date. (b) The Agreement automatically renews for successive one (1) year periods unless either party provides 90 days' written notice of non-renewal. (c) Publisher will receive 45% of the Retail Price, paid according to the consumption model in Section 3. (d) Publisher may distribute the Audiobook through other platforms or services.

2.3. Promotional Rights

(a) Fio may use up to 5-minute excerpts for promotional purposes. (b) Publisher grants Fio the right to use cover art and metadata for marketing. (c) Publisher may announce this distribution agreement publicly after the Effective Date.

3. FINANCIAL TERMS

3.1. Consumption-Based Model

(a) Royalties are calculated based on the percentage of the Audiobook consumed by end users. (b) Consumption is measured in 20% increments of total duration. (c) Payment is triggered when each 20% threshold is reached. (d) Example: For a $20 Audiobook under non-exclusive distribution:

  • Each 20% increment = $1.80 (20% of $20 × 45%)
  • 40% consumption = $3.60
  • 100% consumption = $9.00

3.2. Pricing Structure

(a) Publisher will set a suggested retail price ("SRP") for each Audiobook. (b) Fio will match prices set by Audible. Fio will verify the price on Audible's platform, and if the price provided by Publisher does not match, Fio will opt for the lower option. (c) If an Audiobook does not have a price point on Audible, Fio will price it based on the following calculation based on length:

  • Under 1 hour: under $7
  • 1 - 3 hours: $7 - $10
  • 3 - 5 hours: $10 - $20
  • 5 - 10 hours: $15 - $25
  • 10 - 20 hours: $20 - $30
  • Over 20 hours: $25 - $35 (d) Although these represent general guidelines for Audiobooks distributed on the Fio platform, Fio retains the sole discretion to set the price of the Audiobooks it distributes. (e) Price Adjustments: Publisher may request price changes once per quarter. Fio shall implement approved changes within 30 days.

3.3. Payment Processing

(a) Minimum payout threshold: $50.00 accumulated across all Publisher's works (b) Payments processed monthly for previous month's activity (c) 30-day payment terms after month end (Central Time) (d) Electronic transfer only to verified Publisher account

3.4. Invalid Activity

(a) Fio may withhold payment arising from Publisher's breach of this Agreement or any invalid activity detected by Fio, including but not limited to artificial activity using any bot, script, or other automated or manual means. (b) Payment may be delayed while Fio is investigating invalid activity. (c) If Fio's investigation ascertains that there is no breach, then Fio will resume payment. (d) Fio shall only withhold payment to the extent of any such abuse.

4. CONTENT AND TECHNICAL REQUIREMENTS

4.1. Catholic Values Alignment

(a) As a Catholic company, Fio reserves the right to remove or deny any Audiobook that, in its sole discretion, conflicts with Catholic teachings and morality standards, including but not limited to those found in the Catechism of the Catholic Church. (b) Before removing content, Fio shall: (i) Provide written notice specifying the concern (ii) Allow Publisher 10 business days to respond or modify (iii) Consider Publisher's response in good faith (c) This right may be exercised at any time, including after initial acceptance. (d) No compensation shall be due for rejected or removed content under this clause.

4.2. Marketing and Promotion

(a) Fio shall use commercially reasonable efforts to market and promote Audiobooks. (b) Fio shall include Audiobooks in platform discovery features and recommendations. (c) Publisher may provide promotional materials for Fio's use.

4.3. Technical Specifications

Audio Requirements:

  • Format: MP3 or WAV
  • Sample Rate: 44.1kHz or higher
  • Bit Depth: 16-bit or higher
  • Bit Rate: 192 kbps minimum for MP3
  • Noise Floor: -60dB or lower
  • Peak Amplitude: -3dB maximum
  • RMS Level: -18dB to -16dB
  • No gaps exceeding 0.8 seconds between chapters
  • Opening and closing credits required

Chapter Markers:

  • Each chapter must be properly marked
  • Opening/closing credits marked separately
  • Metadata must include chapter titles

Quality Control:

  • No background noise or distortion
  • Consistent volume levels throughout
  • Professional narration quality
  • Clear pronunciation and pacing

Quality Standards and Rejection Rights: (a) Fio reserves the right to reject any Audiobook that does not meet professional quality standards, including but not limited to:

  • Poor narration quality (mispronunciations, inconsistent pacing, lack of expression)
  • Technical defects (distortion, background noise, volume inconsistencies)
  • Missing or improperly formatted chapter markers
  • Failure to meet the technical specifications listed above (b) If Fio rejects an Audiobook for quality reasons, Fio shall provide written notice specifying the deficiencies. Publisher shall have 30 days to submit a corrected version. (c) Fio's quality determination shall be made in good faith based on industry standards for professional audiobook production.

4.4. Technical Updates

Fio may update technical requirements with 90 days' notice. Fio shall provide reasonable support for format conversion if needed.

5. REPORTING AND ANALYTICS

5.1. Sales Reporting

(a) Fio will provide Publisher with a monthly statement ("Sales Report") within thirty (30) business days after the relevant month's end. (b) Sales Reports will detail all pertinent information reasonably necessary for the calculation of royalties during such prior relevant period. (c) Any preliminary sales reporting information provided to Publisher is not a Sales Report and shall be treated as unofficial and not be used for calculation of royalty payments.

5.2. Payment Processing

(a) Fio will pay Publisher any amounts specified in the Sales Report within thirty (30) business days of providing the Sales Report. (b) Payment will be made to Publisher at the destination specified by Publisher in their account settings. (c) Payments will be made in United States Dollars (USD). If a currency exchange is required, the royalty currency will be converted using the average daily exchange rate over the full applicable payment period as published by Wise US Inc and will be included in the Sales Report. (d) Fio may modify the payment currency in its reasonable discretion with advance notice to Publisher.

5.3. Taxes

(a) Unless stated otherwise, the amounts to be paid under this Agreement are exclusive of VAT, GST, HST, sales taxes, or other similar taxes, duties, charges, or assessments ("Indirect taxes"). (b) Indirect taxes will be added on top of agreed amounts as per local legislation. (c) Each party shall be solely responsible for payment of all Indirect taxes it is legally obliged to pay arising as a result of this Agreement or otherwise. (d) Each party shall be solely responsible for collection and remittance of all Indirect taxes it is legally obliged to collect and remit. (e) Each party shall be solely responsible for payment of any tax assessed on its income. (f) Fio reserves the right to withhold taxes on payment amounts if required by applicable law. (g) The parties acknowledge that they will collect all relevant documentation needed in the event of a tax audit.

5.4. Audit Rights

(a) Publisher may, at its own expense and upon 30 days' written notice, audit Fio's records relating to Publisher's Audiobooks only, no more than once per calendar year. Such audit rights shall be limited exclusively to records directly pertaining to Publisher's own content, royalty calculations, and consumption data. (b) Publisher shall have no right to access or review any records, data, or information relating to other publishers, Fio's other business operations, or any confidential business information not directly related to Publisher's Audiobooks. (c) If an audit reveals underpayment exceeding 5% for Publisher's content, Fio shall reimburse Publisher's reasonable audit costs. (d) Any auditor must sign a confidentiality agreement acceptable to Fio before accessing any records.

5.5. Analytics Access

Fio shall provide Publisher with access to real-time consumption data and analytics for their Audiobooks through a dashboard or API.

6. TERM AND TERMINATION

6.1. Term

As specified in Sections 2.1 and 2.2.

6.2. Termination by Fio

Fio may terminate this Agreement: (a) Immediately for violation of Catholic values clause (b) Immediately for rights violations (c) With 30 days' notice for any other reason

6.3. Termination by Publisher

Publisher may terminate: (a) After 90 days with 30 days written notice (b) Immediately if Fio breaches payment terms

6.4. Reversion of Rights

If an Audiobook generates less than $100 in royalties over any consecutive 12-month period, Publisher may request reversion of rights with 60 days' notice.

7. WARRANTIES AND REPRESENTATIONS

Publisher represents and warrants that: (a) It owns or controls all rights necessary to grant this license (b) The Audiobook does not infringe any third-party rights (c) It has authority to enter into this Agreement (d) Content complies with all applicable laws (e) It will comply with all applicable data privacy laws including GDPR where applicable

8. CONFIDENTIALITY

8.1. Confidential Information

(a) Publisher agrees that this Agreement and the Payment Terms contained herein constitute confidential information of Fio. (b) Publisher agrees: (i) To safeguard and hold this Agreement in confidence using no less than a reasonable degree of care; (ii) To limit disclosure of this Agreement to Publisher's employees or other representatives having a need to know the information for the purposes of this Agreement; (iii) Not to disclose this Agreement to any third party and acknowledges that doing so constitutes a violation of this Agreement; and (iv) To use the information in this Agreement solely and exclusively in accordance with the terms of this Agreement and in furtherance of Publisher's rights and obligations under this Agreement. (c) The information in this Agreement shall remain Fio's property, and Publisher will not be deemed by virtue of its access to this Agreement to have acquired any right or interest in or to any information in this Agreement.

9. LEGAL PROVISIONS

9.1. Indemnification

By Publisher: Publisher shall indemnify and hold harmless Fio from any claims arising from: (a) Rights violations (b) Content issues (c) Publisher's breach of this Agreement

By Fio: Fio shall indemnify and hold harmless Publisher from any claims arising from: (a) Fio's breach of this Agreement (b) Fio's negligence or willful misconduct (c) Claims arising from Fio's distribution platform operations

9.2. Limitation of Liability

FIO'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID TO PUBLISHER IN THE PRIOR 12 MONTHS.

9.3. Dispute Resolution

In the event of any dispute, claim, or controversy arising from or related to this Agreement, you and Fio agree to seek an amicable resolution through good-faith negotiation. If such a resolution is not reached, any unresolved disputes shall be settled by binding arbitration in Delaware, pursuant to the rules of a recognized arbitration provider. The parties consent to the personal jurisdiction of the state and federal courts located in Delaware for any court proceedings necessary to enforce this arbitration provision.

9.4. Governing Law

This Agreement shall be governed by and construed under the laws of Delaware, without regard to its conflict of law provisions.

10. GENERAL PROVISIONS

10.1. Notices

All notices shall be sent to:

  • Fio: audiobooks@fio.fm
  • Publisher: Email address provided below Email notices shall be deemed delivered upon receipt of confirmation.

10.2. Force Majeure

Neither party shall be liable for delays or failures due to causes beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemic, or government actions.

10.3. Assignment

You may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of Fio. Fio may assign this Agreement to an affiliate or a successor in interest without restriction.

10.4. Severability

If any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.

10.5. Entire Agreement

This Agreement, together with any referenced policies or additional terms, constitutes the entire agreement between you and Fio with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements.

10.6. Independent Contractors

You and Fio are independent contractors. Nothing herein creates a partnership, joint venture, agency, or employment relationship.

10.7. No Waiver

Failure of either party to enforce a provision of this Agreement shall not constitute a waiver of that provision or any other provision.

11. CONTACT US

If you have any questions, comments, or concerns about this Agreement or Fio, please contact us at info@fio.fm.

12. PLATFORM DEVELOPMENT NOTICE

12.1. Emerging Platform

Fio is a new and growing streaming platform. As such, certain features, functionalities, and services described in this Agreement or on the Fio platform may be:

  • In active development and subject to change
  • Released in phases over time
  • Modified based on user feedback and technical capabilities
  • Temporarily unavailable due to maintenance or updates

12.2. Feature Availability

Artists acknowledge and agree that: (a) Not all features may be available at the time of signing this Agreement. (b) Fio will make commercially reasonable efforts to communicate the development roadmap and availability of key features. (c) The timing and implementation of specific features remain at Fio's sole discretion. (d) Some features described in this Agreement represent planned functionality that may be subject to modification or delays.

12.3. No Liability for Development Timeline

Fio shall not be liable for any delays in feature releases, changes to planned functionality, or temporary unavailability of platform features during the development and growth phases of the platform.

12.4. Communication of Changes

Fio will make reasonable efforts to notify artists of significant changes to platform features, functionality, or availability through email notifications, platform announcements, or updates to this Agreement.

By clicking "I agree", or by uploading your Content, or by emailing content to info@fio.fm you indicate that you have read, understood, and agree to the terms and conditions of this Agreement.

Submit Audiobooks Here