AUDIOBOOK LICENSE AND DISTRIBUTION AGREEMENT
Last revised: July 5, 2026 | Version 3.0
ACCEPTANCE OF THIS AGREEMENT
THIS AUDIOBOOK LICENSE AND DISTRIBUTION AGREEMENT ("Agreement") is between FIO TECHNOLOGY, INC. ("Fio," "we," or "us") and the publishing entity or individual rights holder accepting these terms ("Publisher," "you," or "your").
YOU ACCEPT THIS AGREEMENT, AND IT BECOMES BINDING ON YOU, WHEN YOU DO ANY OF THE FOLLOWING (whichever occurs first, the "Effective Date"):
(a) Click "I Agree," "Accept," or a similar affirmative acceptance control on any Fio website, form, or application;
(b) Submit any Audiobook or associated materials to Fio through any submission form, publisher portal, or catalog ingestion process operated by Fio;
(c) Transmit any Audiobook or associated materials to any Fio employee, contractor, or agent by email, FTP, Google Drive, Dropbox, WeTransfer, ONIX feed, or any other delivery method described in Section 4.5; or
(d) Otherwise indicate assent in writing.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT SUBMIT CONTENT TO FIO.
If you accept this Agreement on behalf of a company, organization, or other entity, you represent and warrant that you have the authority to bind that entity, and "Publisher" refers to that entity.
Fio may modify this Agreement in accordance with Section 10.8.
1. DEFINITIONS
1.1. "Audiobook" means any audio recording of a book submitted by Publisher to Fio for distribution under this Agreement, including any modifications made pursuant to Section 4.4.
1.2. "Territory" means worldwide. Publisher grants the rights under this Agreement for distribution in the Territory, subject to Section 2.4.
1.3. "Retail Price" means the notional retail value assigned by Fio to each Audiobook in accordance with Section 3.2, used solely as the basis for calculating royalties under Section 3.1. Because the Fio Service is subscription-based, the Retail Price is not a price charged to any End User.
1.4. "Sales Report" means the monthly statement provided under Section 5.1 detailing Qualifying Consumption and royalty calculations.
1.5. "Qualifying Consumption" means cumulative real-time playback of an Audiobook by an End User, measured in 20% increments of the Audiobook's total running time, as determined by Fio's playback measurement systems, and expressly excluding the events described in Section 3.1(e) and (f).
1.6. "End User" means an individual who accesses an Audiobook through a Fio subscription. The Fio Service is subscription-only; Fio does not sell Audiobooks on an à la carte or per-unit basis, and no royalties are calculated on a per-unit sale basis under this Agreement.
1.7. "Fio Service" means Fio's subscription audio streaming platform and any successor or related service operated by Fio.
1.8. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
2. RIGHTS AND DISTRIBUTION
2.1. Election of Distribution Rights
Publisher elects, on a title-by-title basis through the Fio publisher portal or in writing at the time of submission, whether each Audiobook is licensed to Fio on an exclusive or non-exclusive basis. Absent a valid election, an Audiobook is licensed on a non-exclusive basis. Publisher may request a change of election for any Audiobook at any time after the 90-day anniversary of the date Fio first makes that Audiobook available on the Fio Service, by written notice to audiobooks@fio.fm. Fio will process the request within 30 days and notify Publisher when the change is effective. The prior election governs until the effective date of the change.
2.2. Exclusive Distribution Rights
For each Audiobook licensed on an exclusive basis:
(a) Publisher grants Fio the exclusive license to use, reproduce, encode, transmit, stream, display, market, promote, and distribute the Audiobook throughout the Territory, in all formats now known or hereafter developed, for three (3) years from the date of Publisher's election ("Initial Term").
(b) The Initial Term automatically renews for successive one (1) year periods unless either party provides 90 days' written notice of non-renewal before the end of the then-current term.
(c) Publisher will receive 70% of the Retail Price, calculated and paid in accordance with Section 3.
(d) During the term, Publisher will not, and will not permit any third party to, directly or indirectly distribute, stream, sell, or offer the Audiobook or any material portion of it, in the language submitted to Fio, in any audio format, anywhere in the Territory.
2.3. Non-Exclusive Distribution Rights
For each Audiobook licensed on a non-exclusive basis:
(a) Publisher grants Fio the non-exclusive license to use, reproduce, encode, transmit, stream, display, market, promote, and distribute the Audiobook throughout the Territory, in all formats now known or hereafter developed, for three (3) years from the date of Publisher's election ("Initial Term").
(b) The Initial Term automatically renews for successive one (1) year periods unless either party provides 90 days' written notice of non-renewal before the end of the then-current term.
(c) Publisher will receive 45% of the Retail Price, calculated and paid in accordance with Section 3.
(d) Publisher may distribute the Audiobook through any other platform or service without restriction.
2.4. Territorial Limitations and Geo-Filtering
(a) Publisher may exclude specified countries from the Territory for any Audiobook by written notice to Fio at the time of submission or thereafter. Fio will implement any such exclusion within 30 days of receipt.
(b) Fio will employ geographic filtering technology or another territory-to-customer matching system, selected in its sole discretion, designed to limit distribution to the Territory as adjusted under 2.4(a). Publisher acknowledges that no such technology fully prevents delivery outside a designated territory, and agrees that Fio will be deemed to have distributed within the Territory so long as Fio has used such technology.
2.5. Promotional Rights
(a) Excerpts. Publisher will provide Fio with a verbatim excerpt of each Audiobook not exceeding five (5) minutes or 10% of total running time, whichever is longer (each, an "Excerpt"). Fio may use, reproduce, display, transmit, and distribute the Excerpt in any media, now known or hereafter developed, to advertise and promote the Audiobook and the Fio Service. Fio will not create, edit, or alter Excerpts without Publisher's consent, other than as permitted under Section 4.4. Where Fio's rights in an Audiobook are exclusive, Fio grants Publisher a non-exclusive, non-transferable, non-sublicensable license to use the Excerpt for Publisher's own promotion of the Audiobook.
(b) Artwork and Metadata. Publisher grants Fio the right to use, reproduce, display, reformat, and distribute the cover art, graphics, images, artwork, title, and metadata Publisher supplies ("Artwork") in any media to advertise and promote the Audiobook and the Fio Service.
(c) Public Announcement. Publisher may publicly announce its distribution relationship with Fio at any time on or after the date the first Audiobook is made available on the Fio Service. Neither party may use the other's name, trademarks, or logos in a manner that implies endorsement of unrelated products or services without prior written consent.
2.6. Right of Publicity
(a) If Publisher is the author or editor of an Audiobook, Publisher grants Fio the right, during the applicable term, to use Publisher's name, approved likeness, and approved biographical information throughout the Territory in any media to advertise and promote the Audiobook and the Fio Service.
(b) If Publisher is not the author or editor, Publisher will secure for Fio, during the applicable term, the right to use the author's or editor's name, likeness, and biographical information throughout the Territory in any media for the same purposes.
(c) Publisher will promptly provide, on request, an image and brief written biography suitable for marketing use. Any image or biographical material Publisher submits is deemed approved by Publisher upon submission. Publisher may withdraw approval of any specific image or biography on 30 days' written notice, and Fio will cease new uses of that material.
2.7. Exercise of Rights and Sublicense
Fio may exercise any right or discharge any obligation under this Agreement through one or more of its Affiliates. Fio may sublicense the rights granted under this Agreement to its Affiliates or to service providers acting on Fio's behalf, solely for the purpose of operating, hosting, delivering, and promoting the Fio Service. Fio remains responsible for each sublicensee's compliance with this Agreement. This Section does not authorize Fio to distribute the Audiobook through any third-party consumer platform.
2.8. Ownership and Reservation of Rights
As between the parties, Publisher retains all right, title, and interest in and to the Audiobook, including all copyright in the Audiobook, the underlying work, and the Artwork. Fio acquires no ownership interest in the Audiobook. All rights not expressly granted to Fio in this Agreement are reserved to Publisher. The Fio Service, the Fio platform, Fio's trademarks, and all associated intellectual property remain the exclusive property of Fio.
2.9. No Minimum Guarantee
Fio has sole discretion over all decisions relating to distribution of any Audiobook, whether the license is exclusive or non-exclusive. Fio is under no obligation to make any Audiobook available on the Fio Service, or, having done so, to continue to do so, and makes no representation, guarantee, or assurance as to any minimum level of consumption, streams, revenue, or royalties. The marketing obligations in Section 4.3 are obligations of effort only and do not create any guarantee of result.
3. ROYALTIES AND PRICING
3.1. Consumption-Based Royalty Model
(a) Royalties accrue based on the percentage of an Audiobook actually consumed by an End User.
(b) Consumption is measured in 20% increments of the Audiobook's total running time. A royalty increment accrues each time an End User's cumulative real-time playback of that Audiobook crosses a 20% threshold.
(c) Each increment is calculated as: 20% × Retail Price × applicable royalty rate (70% exclusive or 45% non-exclusive).
(d) Illustration. For an Audiobook with a Retail Price of $20 licensed non-exclusively:
Each 20% increment = $1.80 (20% × $20 × 45%)
40% consumed = $3.60
100% consumed = $9.00
(e) Real-time playback only. Only actual real-time playback counts toward Qualifying Consumption. Seeking, scrubbing, skipping, fast-forwarding, chapter-jumping, or any other navigation that advances playback position without corresponding real-time audio playback does not generate Qualifying Consumption. Playback at accelerated speeds is credited on the basis of audio content played, not wall-clock time elapsed.
(f) Excluded activity. No royalties accrue on playback occurring during a free trial period, on promotional or complimentary accounts, on gifted subscriptions or copies, on internal Fio accounts used for testing, quality control, or demonstration, or on any playback Fio determines in good faith to be invalid activity under Section 3.5.
(g) Cumulative measurement and repeat listening. Qualifying Consumption is cumulative across listening sessions for a given End User and Audiobook. If an End User completes an Audiobook and subsequently begins it again, consumption measurement resets and further increments accrue on the same basis. Fio's playback measurement systems are the system of record for all consumption determinations, subject to Publisher's audit rights under Section 5.5.
(h) Subscriber consumption limit. Fio's subscription plans are subject to a monthly audiobook listening limit per subscriber. Fio may modify this limit at its discretion; any such modification does not alter the royalty rates or calculation method set out in this Section 3.
3.2. Retail Price
(a) Benchmarking. Fio may reference comparable market pricing, including pricing on Audible and other audiobook retailers, as one input when assigning a Retail Price. Fio is not obligated to match any third-party price, and no third party's pricing decisions bind Fio.
(b) Length-based guidelines. Where no comparable market reference is available or Fio elects not to use one, Fio will generally assign Retail Price by running time as follows:
Under 1 hour ................. $0.10 – $6.99
1 to 3 hours ................. $6.99 – $9.99
3 to 5 hours ................. $9.99 – $14.99
5 to 10 hours ................ $14.99 – $19.99
10 to 20 hours ............... $19.99 – $24.99
Over 20 hours ................ $24.99 – $34.99
(c) Discretion. The foregoing are general guidelines only. Fio retains sole discretion to set, adjust, and re-adjust the Retail Price of any Audiobook it distributes.
(d) Publisher requests. Publisher may request a Retail Price change for any Audiobook once per calendar quarter. Fio will consider such requests in good faith and implement any approved change within 30 days.
(e) Effect of change. A change in Retail Price applies prospectively only. Royalty increments that accrued before the effective date of a change are calculated at the Retail Price in effect when they accrued.
3.3. Third-Party Payments
Publisher is solely responsible for, and will pay, all royalties, fees, residuals, and other amounts owed to any third party in connection with the Audiobook or with Fio's exercise of the rights granted under this Agreement, including amounts owed to authors, narrators, producers, translators, illustrators, rights holders, unions, guilds, collecting societies, and any other participant. Fio has no obligation to any such third party, and Publisher's royalties under this Agreement are Publisher's sole source of funds for satisfying those obligations.
3.4. Withholding and Offset
(a) If Publisher breaches any obligation under this Agreement (a "Breach"), or if a third party asserts that Publisher did not hold all rights required to grant the rights granted under this Agreement (a "Third Party Claim"), royalties will continue to accrue but Fio may withhold payment until the Breach is cured or the Third Party Claim is fully resolved.
(b) Publisher will notify Fio of any Breach or Third Party Claim of which Publisher becomes aware within five (5) business days.
(c) Fio may offset any amount Publisher owes Fio under this Agreement against royalties otherwise payable to Publisher.
(d) Fio will withhold only to the extent reasonably necessary to address the Breach, Third Party Claim, or amount owed, and will release any excess promptly.
3.5. Invalid Activity
(a) Fio may withhold payment attributable to any activity Fio determines in good faith to be invalid, including artificial, automated, incentivized, or fraudulent playback generated by any bot, script, emulator, click farm, or other automated or manual means, and any playback generated for the purpose of inflating royalties.
(b) Payment may be delayed while Fio investigates suspected invalid activity.
(c) If Fio's investigation determines no breach or invalid activity occurred, Fio will resume payment, including any amounts previously withheld.
(d) Fio will withhold only to the extent of the invalid activity identified.
4. CONTENT, DELIVERY, AND TECHNICAL REQUIREMENTS
4.1. Catholic Values Alignment
(a) Fio is a Catholic company. Fio reserves the right, in its sole discretion, to decline, remove, restrict, or discontinue distribution of any Audiobook that Fio determines conflicts with the teachings and moral standards of the Catholic Church, including but not limited to those set out in the Catechism of the Catholic Church.
(b) Before removing an Audiobook already available on the Fio Service under this Section, Fio will:
(i) provide written notice specifying the concern;
(ii) allow Publisher ten (10) business days to respond or submit a modified version; and
(iii) consider Publisher's response in good faith.
(c) This right may be exercised at any time, including after initial acceptance and after an Audiobook has been made available on the Fio Service.
(d) Accrued royalties preserved. Removal or rejection under this Section does not forfeit royalties that accrued from Qualifying Consumption before the effective date of removal. All such accrued royalties will be paid to Publisher in the ordinary course under Section 5, subject to Sections 3.4 and 3.5. No royalties accrue after the effective date of removal, and Fio has no obligation to compensate Publisher for content that is declined before being made available on the Fio Service.
4.2. Content Standards Generally
Publisher will not submit any Audiobook that is unlawful, defamatory, or libelous under the laws of any part of the Territory, that infringes any third party's rights, or that Fio reasonably determines to be otherwise unsuitable for the Fio Service. Fio may decline or remove such content, following the notice process in Section 4.1(b) where the content is already live, and Section 4.1(d) applies to accrued royalties.
4.3. Marketing and Promotion
(a) Fio will use commercially reasonable efforts to market and promote Audiobooks distributed under this Agreement, subject to Section 2.9.
(b) Fio will include Audiobooks in platform discovery features, catalog browsing, and recommendation systems in the ordinary course.
(c) Publisher may supply promotional materials for Fio's use, which Fio may use or decline at its discretion.
4.4. Right to Edit
Fio may modify, reformat, transcode, re-encode, compress, adapt, segment, and otherwise process any Audiobook as reasonably necessary to make it compatible with, and to deliver it through, the Fio Service. This includes: (a) adding Fio's standard intro, outro, and branding elements; (b) generating and correcting chapter markers and metadata; (c) normalizing audio levels; and (d) removing flaws or audio elements that are, in Fio's reasonable judgment, incompatible with the Fio Service, such as playback instructions, microphone bumps, distortion, or ambient noise. Fio will not alter the substantive content, narration, or meaning of any Audiobook without Publisher's prior written consent.
4.5. Delivery
Publisher will deliver each Audiobook, together with its Artwork, metadata, and Excerpt, by any of the following methods: email to audiobooks@fio.fm; FTP or SFTP to credentials supplied by Fio; shared link via Google Drive, Dropbox, or WeTransfer; ONIX feed; the Fio publisher portal; or any combination of the foregoing. Publisher is responsible for ensuring delivered files are complete, uncorrupted, and correctly identified. Fio may specify reasonable delivery formats and naming conventions from time to time.
4.6. Technical Specifications
Audio requirements
Format: MP3 or WAV
Sample rate: 44.1 kHz or higher
Bit depth: 16-bit or higher
Bit rate: 192 kbps minimum for MP3
Noise floor: −60 dB or lower
Peak amplitude: −3 dB maximum
RMS level: −18 dB to −16 dB
No gaps exceeding 0.8 seconds between chapters
Opening and closing credits required
Chapter markers
Each chapter must be properly marked
Opening and 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
4.7. Quality Standards and Rejection
(a) Fio may reject any Audiobook that does not meet professional quality standards, including for: poor narration quality (mispronunciation, inconsistent pacing, lack of expression); technical defects (distortion, background noise, volume inconsistency); missing or improperly formatted chapter markers; or failure to meet the specifications in Section 4.6.
(b) On rejection, Fio will provide written notice specifying the deficiencies. Publisher will have 30 days to submit a corrected version.
(c) Fio's quality determinations will be made in good faith against prevailing industry standards for professional audiobook production.
(d) Rejection of an Audiobook under this Section does not terminate this Agreement as to any other Audiobook.
4.8. Technical Updates
Fio may update the requirements in Section 4.6 on 90 days' written notice, and will provide reasonable support for format conversion where an update requires redelivery.
5. REPORTING, PAYMENT, AND AUDIT
5.1. Sales Reporting
(a) Fio will provide Publisher a Sales Report within thirty (30) business days after the end of each calendar month.
(b) Sales Reports will detail Qualifying Consumption, applicable Retail Prices, royalty rates, accrued royalties, any withholdings or offsets, and other information reasonably necessary to verify the royalty calculation for the relevant period.
(c) Any preliminary or real-time reporting made available to Publisher, including through the analytics access described in Section 5.6, is unofficial, provided for information only, and is not a Sales Report. Only Sales Reports are used to calculate royalty payments.
(d) A Sales Report is final and incontestable three (3) months after it is provided, unless Publisher objects in writing within that period.
5.2. Payment
(a) Fio will pay Publisher the amounts shown as payable in a Sales Report within thirty (30) business days after providing that Sales Report.
(b) Minimum threshold. Fio will make payment only once accrued royalties across all of Publisher's Audiobooks reach fifty US dollars ($50.00). Amounts below that threshold carry forward and accumulate to subsequent periods until the threshold is met. Any accrued balance below the threshold will be paid in full at final accounting under Section 6.6, regardless of amount.
(c) Payment will be made by electronic transfer to the verified account Publisher designates in its Fio account settings. Publisher is responsible for maintaining accurate and current payment details.
(d) Payments are made in United States Dollars. Where currency conversion is required, the conversion will use the average daily exchange rate over the applicable payment period as published by Wise US Inc. or a comparable successor source, and the applicable rate will be shown in the Sales Report.
(e) Fio may modify the payment currency in its reasonable discretion on advance written notice to Publisher.
5.3. Taxes
(a) Unless stated otherwise, amounts payable under this Agreement are exclusive of VAT, GST, HST, sales taxes, and other similar taxes, duties, charges, or assessments ("Indirect Taxes").
(b) Indirect Taxes will be added to agreed amounts as required by applicable law.
(c) Each party is solely responsible for payment of all Indirect Taxes it is legally obliged to pay arising from this Agreement, and for collection and remittance of all Indirect Taxes it is legally obliged to collect and remit.
(d) Each party is solely responsible for any tax assessed on its own income.
(e) Fio may deduct or withhold taxes from payments where required by applicable law, and payments as so reduced constitute full settlement of the amounts due. Publisher will provide any forms, documentation, or certifications Fio requires to satisfy its information reporting or withholding obligations.
(f) Each party will retain documentation reasonably necessary in the event of a tax audit.
5.4. Currency and Rounding
Royalty increments are calculated to four decimal places and rounded to the nearest cent at the point of aggregation into a Sales Report.
5.5. Audit Rights
(a) Publisher may, at its own expense and on 30 days' written notice, audit Fio's records relating solely to Publisher's own Audiobooks, no more than once per calendar year. Audit rights are limited exclusively to records directly pertaining to Publisher's content, royalty calculations, and consumption data.
(b) Publisher has no right to access records, data, or information relating to other publishers, Fio's other business operations, End User personal data, or any confidential business information not directly related to Publisher's Audiobooks.
(c) If an audit reveals an underpayment exceeding 5% for the period audited, Fio will reimburse Publisher's reasonable audit costs and pay the shortfall within 30 days.
(d) Any auditor must be independent, must not be compensated on a contingency basis, and must execute a confidentiality agreement acceptable to Fio before accessing records.
(e) Audits may cover only the 24 months preceding the audit notice.
5.6. Analytics Access
Fio will provide Publisher with access through a dashboard set to go live in September/October 2026 to consumption data for Publisher's Audiobooks, including stream counts, completion metrics, and aggregated, non-identifying demographic information. Fio will not provide, and Publisher will not seek, any personal data or information identifying individual End Users. Analytics data is provided "as is" under Section 9.1 and is unofficial for royalty purposes under Section 5.1(c).
6. TERM AND TERMINATION
6.1. Term
This Agreement takes effect on the Effective Date and continues until terminated under this Section 6. The distribution term for each individual Audiobook is set out in Sections 2.2 and 2.3.
6.2. Termination by Fio
Fio may terminate this Agreement, or discontinue distribution of any individual Audiobook:
(a) immediately, on removal of content under Section 4.1 where Publisher does not cure within the period provided;
(b) immediately, on breach by Publisher of any representation, warranty, or covenant in this Agreement, including any rights violation;
(c) immediately, if required to comply with applicable law or a court or regulatory order; or
(d) on 30 days' written notice, for any other reason.
6.3. Termination by Publisher
Publisher may terminate this Agreement, or withdraw any individual Audiobook:
(a) at any time after the 90-day anniversary of the date Fio first makes the relevant Audiobook available on the Fio Service, on 30 days' written notice to audiobooks@fio.fm;
(b) immediately, if Fio materially breaches its payment obligations and fails to cure within 30 days of written notice; or
(c) immediately, if Fio materially breaches any other provision and fails to cure within 60 days of written notice.
6.4. Failure to Distribute
If Fio has not made an Audiobook available on the Fio Service within six (6) months after Publisher's delivery of a conforming Audiobook, Publisher may give written notice requesting that Fio do so. If Fio has not made the Audiobook available within three (3) months after confirming receipt of that notice, Publisher may terminate this Agreement as to that Audiobook on 30 days' written notice, and all rights granted in it revert to Publisher.
6.5. Reversion for Low Performance
(a) For non-exclusive Audiobooks: if an Audiobook generates less than one hundred dollars ($100) in royalties over any consecutive 12-month period, Publisher may request reversion of rights on 60 days' written notice.
(b) For exclusive Audiobooks: the same right applies, measured over any consecutive 24-month period.
6.6. Effect of Termination
On termination or expiration of this Agreement, or of the distribution term for any individual Audiobook:
(a) Reversion. The license granted to Fio in the affected Audiobook terminates and all rights granted under it revert to Publisher. For clarity, Publisher owned the copyright in the Audiobook throughout, and Fio held only a license; reversion means that license ends and Fio ceases distribution.
(b) Removal. Fio will remove the affected Audiobook from active availability on the Fio Service within thirty (30) business days, subject to Section 6.6(d).
(c) Final accounting. Fio will, within thirty (30) days after the end of the calendar quarter in which termination or expiration occurred, provide Publisher a final accounting statement together with payment of all amounts due, including any accrued balance below the threshold in Section 5.2(b).
(d) Continued End User access. Publisher acknowledges that Fio retains, after termination or expiration for any reason, the rights necessary to provide customer support, maintenance, and continued access to and playback of any copy of the Audiobook that an End User downloaded to a device before the effective date of termination, for so long as that download remains on the End User's device. Fio will not make the Audiobook available for new downloads or new streams after the effective date of termination. Royalties continue to accrue and are payable on Qualifying Consumption from such retained downloads on the same terms as during the term.
(e) Archival copies. Fio may retain copies of the Audiobook and associated records as required for legal, accounting, tax, audit, and dispute-resolution purposes, and in routine system backups, subject to Section 8.
6.7. Survival
The following survive termination or expiration of this Agreement: Sections 1 (Definitions), 2.8 (Ownership and Reservation of Rights), 3.3 (Third-Party Payments), 3.4 (Withholding and Offset), 4.1(d) (Accrued Royalties Preserved), 5.1–5.5 (Reporting, Payment, Taxes, Audit) with respect to amounts accrued before termination, 6.6 (Effect of Termination), 6.7 (Survival), 7 (Representations and Warranties), 8 (Confidentiality), 9 (Legal Provisions), and 10 (General Provisions), together with any other provision that by its nature is intended to survive.
7. REPRESENTATIONS AND WARRANTIES
7.1. Publisher represents and warrants that:
(a) it owns or controls all rights necessary to grant the rights granted under this Agreement, and has full right, power, and authority to enter into and perform this Agreement;
(b) it has obtained all consents, licenses, and clearances necessary for Fio to exercise the rights granted, including from authors, narrators, producers, and any other rights participants;
(c) neither the Audiobook nor Fio's exercise of the rights granted will violate applicable law or infringe or otherwise violate the intellectual property, proprietary, contractual, publicity, privacy, or moral rights of any person or entity;
(d) the Audiobook contains no defamatory or libelous material under the laws of any part of the Territory;
(e) the Artwork, metadata, and Excerpt it supplies are accurate and Publisher holds all rights necessary for Fio to use them as contemplated;
(f) it will pay all third-party amounts owed in connection with the Audiobook as set out in Section 3.3; and
(g) it will comply with all laws applicable to its performance of this Agreement, including applicable trade control and sanctions laws.
7.2. Fio represents and warrants that it has full right, power, and authority to enter into and perform this Agreement, and that it will operate the Fio Service in compliance with applicable law.
7.3. Data protection. As between the parties, Fio is the controller of End User personal data collected through the Fio Service and is responsible for compliance with applicable data protection law in respect of that data, including the UK GDPR, the EU GDPR, and applicable US state privacy laws, as relevant. Publisher receives only aggregated, non-identifying analytics under Section 5.6 and does not act as a controller or processor of End User personal data under this Agreement. Publisher remains responsible for compliance with data protection law in respect of any personal data it independently collects. If the parties later agree that Fio will disclose personal data to Publisher, they will first execute a separate data processing or data sharing agreement.
8. CONFIDENTIALITY
8.1. Definition. "Confidential Information" means the financial terms of this Agreement, Publisher's title-level consumption and royalty data, and any other information a party designates as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. The existence of the parties' distribution relationship is not Confidential Information, and Section 2.5(c) applies.
8.2. Obligations. Each party will: (a) protect the other's Confidential Information using no less than a reasonable degree of care; (b) limit disclosure to its employees, officers, and professional advisors who need to know it for purposes of this Agreement and who are bound by confidentiality obligations no less protective than these; and (c) use it solely to exercise its rights and perform its obligations under this Agreement.
8.3. Exclusions. These obligations do not apply to information that: (a) is or becomes publicly known other than through breach of this Section; (b) was rightfully known to the receiving party without obligation of confidence before disclosure; (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law, regulation, or court or governmental order, provided the receiving party gives prompt notice where legally permitted and discloses only what is required. Disclosure to a party's accountants, auditors, insurers, and legal counsel under duties of confidence is permitted, as is disclosure to prospective investors or acquirers under a written confidentiality agreement.
8.4. Duration. These obligations continue for three (3) years after termination or expiration of this Agreement.
8.5. No transfer of rights. Access to Confidential Information confers no right or interest in it.
9. LEGAL PROVISIONS
9.1. Disclaimer
THE FIO SERVICE, THE PUBLISHER PORTAL, AND ALL ANALYTICS AND PRELIMINARY REPORTING DATA ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THIS SECTION DOES NOT LIMIT FIO'S EXPRESS OBLIGATIONS UNDER SECTIONS 3 AND 5 OR ITS WARRANTY UNDER SECTION 7.2.
9.2. Indemnification
By Publisher. Publisher will defend, indemnify, and hold harmless Fio, its Affiliates, sublicensees, and their respective officers, directors, employees, and agents (the "Fio Parties") from and against any claims, losses, costs, damages, and liabilities (including reasonable attorneys' fees) arising from: (a) breach of any representation or warranty in Section 7.1; (b) any claim that the Audiobook, Artwork, Excerpt, or metadata infringes or violates any third party's rights; (c) Publisher's failure to pay any third-party amounts under Section 3.3; (d) Publisher's breach of this Agreement; or (e) Publisher's negligence or willful misconduct.
By Fio. Fio will defend, indemnify, and hold harmless Publisher and its officers, directors, employees, and agents from and against any claims, losses, costs, damages, and liabilities (including reasonable attorneys' fees) arising from: (a) Fio's breach of this Agreement; (b) Fio's negligence or willful misconduct; or (c) claims arising from Fio's operation of the Fio Service, other than claims arising from the Audiobook itself.
Procedure. The indemnified party will give prompt written notice of any claim, and the indemnifying party will control the defense and settlement, provided it may not settle in a way that imposes liability or admits fault on the indemnified party without prior written consent, not unreasonably withheld. The indemnified party may participate at its own expense and will cooperate reasonably in the defense.
9.3. Limitation of Liability
(a) NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR LOSS OF BUSINESS OPPORTUNITY, REGARDLESS OF LEGAL THEORY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (i) THE TOTAL AMOUNT PAID OR PAYABLE BY FIO TO PUBLISHER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) FIVE HUNDRED US DOLLARS ($500).
(c) The limitations in 9.3(a) and 9.3(b) do not apply to: (i) either party's indemnification obligations under Section 9.2; (ii) Publisher's breach of Section 3.3; (iii) either party's breach of Section 8; (iv) Fio's obligation to pay accrued royalties under Sections 3 and 5; or (v) fraud, fraudulent misrepresentation, willful misconduct, or any liability that cannot be limited or excluded under applicable law.
9.4. Copyright Infringement Claims
Fio maintains a notice-and-takedown process consistent with the Digital Millennium Copyright Act and comparable laws. Notices of claimed infringement may be sent to Fio's designated agent at audiobooks@fio.fm and must include the elements required by 17 U.S.C. § 512(c)(3). Fio may remove or disable access to content subject to a valid notice and maintains a policy of terminating, in appropriate circumstances, the accounts of repeat infringers.
9.5. Dispute Resolution
(a) Informal resolution. Before commencing arbitration, the parties will seek an amicable resolution through good-faith negotiation for a period of not less than thirty (30) days after written notice of the dispute.
(b) Binding arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement that is not resolved informally will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Wilmington, Delaware. The arbitrator's award may be entered in any court of competent jurisdiction.
(c) Costs. Each party bears its own attorneys' fees and costs, and the parties share the arbitrator's fees and administrative costs equally, unless the arbitrator determines otherwise in the award.
(d) Class action waiver. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims of more than one party or preside over any representative or class proceeding.
(e) Exceptions. Either party may seek temporary or preliminary injunctive relief in the state or federal courts located in Delaware to protect its intellectual property or Confidential Information pending arbitration. The parties consent to the personal jurisdiction of those courts for that purpose and to enforce this Section.
9.6. Governing Law
This Agreement is governed by and construed under the laws of the State of Delaware, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
10. GENERAL PROVISIONS
10.1. Notices
Notices to Fio: legal@fio.fm. Notices to Publisher: the email address on file in Publisher's Fio account. Notices must be in writing and are deemed delivered on confirmed receipt. Publisher is responsible for keeping its notice address current.
10.2. Force Majeure
Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disaster, war, terrorism, epidemic or pandemic, labor disruption, utility or telecommunications failure, or governmental action. This Section does not excuse payment obligations for royalties already accrued.
10.3. Assignment
Publisher may not assign or transfer this Agreement or any rights or obligations under it without Fio's prior written consent, which will not be unreasonably withheld, except that Publisher may assign to a successor to all or substantially all of its business or assets on written notice to Fio. Fio may assign this Agreement to an Affiliate or to a successor in interest without restriction. Any attempted assignment in violation of this Section is void. This Agreement binds and benefits the parties' permitted successors and assigns.
10.4. Independent Contractors
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship.
10.5. Severability
If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions will remain in full force and effect.
10.6. No Waiver
A party's failure to enforce any provision is not a waiver of that or any other provision. Any waiver must be in writing and signed by an authorized representative of the waiving party.
10.7. Entire Agreement
This Agreement, together with any policies or additional terms expressly referenced in it, constitutes the entire agreement between the parties on its subject matter and supersedes all prior or contemporaneous agreements, understandings, representations, and communications, whether written or oral. Neither party relies on any representation, warranty, or assurance not set out in this Agreement.
10.8. Modification
Fio may modify this Agreement by posting a revised version at the location where these terms are published and providing notice to Publisher's email address on file. Material changes take effect thirty (30) days after notice. Publisher's continued submission of content, or continued distribution of existing Audiobooks, after the effective date constitutes acceptance. If Publisher does not accept a modification, Publisher may terminate under Section 6.3(a) without observing the 90-day waiting period, and Section 6.6 applies. Changes to royalty rates or the royalty calculation method in Section 3.1 will not apply retroactively to royalties already accrued.
10.9. Headings
Headings are for convenience only and do not affect interpretation.
11. CONTACT
Questions about this Agreement: audiobooks@fio.fm
12. PLATFORM DEVELOPMENT NOTICE
12.1. Emerging Platform
Fio is a new and growing streaming platform. Certain features, functionality, and services described in this Agreement or on the Fio platform may be in active development and subject to change; released in phases; modified based on feedback and technical capability; or temporarily unavailable due to maintenance or updates.
12.2. Feature Availability
Publisher acknowledges and agrees that:
(a) not all features may be available at the time this Agreement is accepted;
(b) Fio will make commercially reasonable efforts to communicate its development roadmap and the availability of key features;
(c) the timing and implementation of specific features remain at Fio's sole discretion; and
(d) some features described in this Agreement represent planned functionality that may be modified or delayed.
12.3. No Liability for Development Timeline
Fio is not liable for delays in feature releases, changes to planned functionality, or temporary unavailability of platform features during the development and growth of the platform. This Section does not affect Fio's obligations to calculate, report, and pay royalties under Sections 3 and 5.
12.4. Communication of Changes
Fio will make reasonable efforts to notify Publisher of significant changes to platform features, functionality, or availability by email, platform announcement, or update to this Agreement under Section 10.8.
By clicking "I Agree," by uploading content through any Fio submission form or publisher portal, or by transmitting content to a Fio employee by any method described in Section 4.5, you confirm that you have read, understood, and agree to be bound by this Agreement.