FIO TALKS DISTRIBUTION AGREEMENT

Last Updated: September 29, 2026

Welcome to Fio! This Talks Distribution Agreement ("Agreement") governs your relationship with Fio Technology, Inc. (collectively referred to as "Fio," "we," "us," or "our") and your use of Fio's internet streaming platform ("Fio") to upload, distribute, and promote your talks and related materials (collectively, "Content").

You accept this Agreement by clicking "I agree" in the Fio upload flow, or, if you submit Content by email to talks@fio.fm, by confirming your acceptance through the link Fio sends in reply to your submission. Fio will not publish any Content until you have accepted this Agreement. If you do not agree, you may not upload or distribute Content via Fio.

1. DEFINITIONS

1.1 Content Provider: The individual, organization, publisher, conference, non-profit, or other entity uploading and/or owning the rights to distribute the Content (in this Agreement, "you" or "your"). This may include but is not limited to: individual speakers, religious organizations, educational institutions, conference organizers, media publishers, and non-profit entities.

1.2 Content: Recorded talks, presentations, homilies, sermons, lectures, educational content, interviews, spiritual formation talks, conference presentations, and any other spoken audio content, along with associated artwork, metadata, transcripts (whether supplied by you or created by Fio under Section 3.4), promotional materials, and any other materials you upload or make available through Fio.

1.3 Speaker: The individual(s) who delivered the talk or presentation contained in the Content. The Speaker may or may not be the same entity as the Content Provider.

1.4 Fio: The services, websites, and applications owned or controlled by Fio where your Content may be uploaded, streamed, or otherwise made available to listeners, including (without limitation) iOS and Android mobile apps, web browsers, Apple CarPlay, Amazon Fire Stick, and other supported devices.

1.5 Territory: The countries and regions worldwide where Fio operates, unless otherwise restricted by law or as set forth in this Agreement.

1.6 Qualified Stream Unit: Each consecutive 3-minute increment of Content streamed by a unique user. Royalty payments are calculated based on the number of Qualified Stream Units generated by Content, with each unit valued at $0.01.

2. SCOPE OF SERVICES

2.1 Distribution on Fio Subject to the terms of this Agreement, Fio will make your Content available on Fio for streaming by end users. Fio does not guarantee acceptance, specific placement, or availability of your Content on every version of Fio. Fio also does not guarantee any minimum number of streams or resulting revenue.

2.2 Promotional Efforts Fio may, at its sole discretion, promote your Content on Fio (for example, through featured collections, category placements, or banner promotions). However, Fio is under no obligation to promote your Content. When Fio does engage in promotional efforts, you grant Fio the right to use the Speaker's name and likeness, your organization's name, trademarks, and artwork for such promotional purposes.

2.3 No Guarantee Fio makes no guarantee that any promotional activities (if undertaken) will result in specific outcomes such as increased streams or revenue.

2.4 Content Review and Religious Alignment

a) Fio reserves the absolute and sole right to review, reject, or remove any Content based on:

  • Alignment with Catholic theological principles and teachings

  • Consistency with the Catechism of the Catholic Church

  • Moral and ethical considerations as determined by Fio's theological review board

  • Technical audio quality and production standards

  • Content that contradicts or misrepresents Catholic doctrine

  • Appropriateness for the Fio platform and its community

b) Content Review Process

  • All submitted Content will undergo both technical and theological review before distribution

  • Fio may consult with Catholic theological advisors, clergy, or subject matter experts in making content determinations

  • Reviews may consider spoken content, themes, artwork, speaker backgrounds, organizational affiliations, and associated materials

  • Processing times may vary based on review requirements and Content length

  • All content decisions made by Fio are final and binding

c) Content Standards

Content may be rejected or removed if it:

  • Promotes views contrary to Catholic teaching

  • Contains theological inaccuracies or misrepresentations

  • Includes blasphemous or sacrilegious content

  • Demonstrates insufficient production quality or audio clarity

  • Fails to meet minimum technical specifications

  • Contains explicit content incompatible with Catholic values

  • Misrepresents the Speaker's credentials or affiliations

  • Contains material that could bring scandal to the Catholic Church

  • Any other reason as determined by Fio in its sole discretion

3. LICENSE & RIGHTS GRANTED

3.1 Non-Exclusive License By uploading Content, you grant Fio a worldwide, non-exclusive right and license to:

  • Reproduce, transmit, distribute, publicly perform, publicly display, and otherwise make your Content available on or through Fio.

  • Create transcripts of your Content as described in Section 3.4, and use short excerpts of your Content (up to 60 seconds of audio or 150 words of text) to promote your Content on or in connection with Fio.

  • Use the Speaker's name, likeness, biographical information, and your organization's trademarks, logos, and artwork for the purpose of marketing, promoting, and advertising your Content on Fio.

Fio may exercise these rights through service providers acting on its behalf (such as hosting, content delivery, and transcription providers), who may use your Content only to provide services to Fio. This license does not permit Fio to sublicense your Content to any other third party.

3.2 Term of License The license you grant to Fio remains in effect until this Agreement is terminated in accordance with Section 10 (Term & Termination), or until the relevant Content is removed, whichever comes first.

3.3 Ownership You retain all right, title, and interest in and to your Content, including the recordings, the underlying talk, artwork, metadata, and any transcripts created under Section 3.4. Fio acquires no ownership rights of any kind. Fio's only rights are the limited, non-exclusive license rights expressly granted in this Agreement, and all rights not expressly granted are reserved to you. No amendment under Section 13.6 will transfer ownership of your Content or expand the license in Section 3.1 without your express written consent. You acknowledge that ownership of the audio/video recording may be separate from ownership of the underlying intellectual property in the talk content itself.

Listening, streaming, and usage data generated through the operation of the Fio platform is owned by Fio. You will receive reporting on your Content's performance as described in Section 5.6.

3.4 Transcription

a) You consent to Fio creating written transcripts of your Content, including through automated speech-recognition tools operated by Fio or its service providers.

b) Fio may use transcripts only to: (i) display synchronized read-along text alongside your Content in the Fio apps; (ii) provide accessibility features such as captions; (iii) power in-app search and discovery of your Content; and (iv) support internal operations, including the review described in Section 2.4, quality control, and fraud prevention.

c) Fio will not sell, license, or distribute transcripts to third parties, publish them as standalone text outside the Fio apps, or use your Content or transcripts to train artificial intelligence or machine learning models, without your separate written consent. Service providers who process transcripts on Fio's behalf may use them only to provide services to Fio.

d) If you supply your own transcript, Fio will use it instead of an automated one. You may request corrections to any transcript, and Fio will make commercially reasonable efforts to correct errors within 30 days of your request.

e) Transcripts are part of your Content for purposes of ownership (Section 3.3), licensing, and termination. Fio will delete transcripts of removed Content within 30 days of removal, except for backup copies, which will be deleted on their normal retention cycle.

f) Automated transcripts may contain errors. Where read-along text is auto-generated, Fio will label it as such in the app, and you are not responsible for claims arising solely from errors Fio introduces into a transcript.

4. CONTENT PROVIDER REPRESENTATIONS & WARRANTIES

By entering into this Agreement, you represent and warrant that:

4.1 Distribution Rights You are the rightful owner of the audio/video recording or have obtained all necessary rights, licenses, and permissions to distribute the Content through Fio, including but not limited to:

  • Rights to the sound recording of the talk

  • Permission from the Speaker(s) to distribute their likeness and voice

  • Any necessary releases from conference organizers, venue owners, or event producers

  • Rights to use any background music, video footage, or other copyrighted materials included in the Content

  • Clearance for any third-party intellectual property referenced or discussed in the Content

4.2 Speaker Authorization If you are not the Speaker, you have obtained explicit authorization from the Speaker to distribute their recorded talk through Fio, and the Speaker has consented to the terms of this Agreement as they relate to the use of their name, likeness, and voice, including the transcription of their talk under Section 3.4.

4.3 No Infringement Your Content (including all recordings, artwork, metadata, and any transcripts you supply) does not infringe upon or violate the rights of any third party (including intellectual property, publicity, or privacy rights).

4.4 Compliance Your Content complies with all applicable laws, regulations, and Fio policies. You will not upload material that is unlawful, obscene, defamatory, threatening, harassing, or otherwise objectionable.

4.5 Accurate Information You have provided and will maintain accurate, current information about yourself, your organization, the Speaker(s), and your Content, including payment details and tax identification numbers (as applicable).

4.6 Additional Representations You represent and warrant that:

  • Your Content does not, to the best of your knowledge, contradict or misrepresent Catholic teaching

  • You understand and accept Fio's right to review Content based on Catholic theological principles

  • You acknowledge that Fio's decisions regarding Content are final and non-appealable

  • You will accurately represent the Speaker's credentials, affiliations, and expertise

  • You will disclose to Fio if your Content, your account, or the Speaker has been removed from other Catholic-focused platforms for doctrinal or theological reasons. Failure to disclose such removals may result in immediate termination of this Agreement.

  • If the Content was recorded at a live event, you have obtained all necessary permissions from attendees, venues, and organizers for public distribution.

5. PAYMENTS & ROYALTIES

5.1 Qualified Stream Unit Requirement Royalties are calculated based on Qualified Stream Units. Each consecutive 3-minute increment of Content streamed by a unique user constitutes one Qualified Stream Unit. Partial increments under 3 minutes do not generate royalties. For example, a 30-minute talk that is listened to in its entirety generates 10 Qualified Stream Units.

5.2 Royalty Calculation Content Providers will be paid $0.01 per Qualified Stream Unit.

5.3 Payment Schedule and Thresholds Fio will pay royalties monthly, within 60 days after the end of each calendar month in which your accrued, unpaid royalties meet or exceed the minimum payment threshold of $50. Balances below the threshold carry forward to the following month. Fio may modify payment frequencies and methods with at least 30 days' notice to Content Providers, provided that no change extends the payment window beyond 90 days after the end of the relevant month.

5.4 Revenue Distribution Timeline

a) Actual processing times within the window described in Section 5.3 may vary based on:

  • Platform growth stages

  • Technical implementation requirements

  • Third-party payment processor limitations

  • Territory-specific payment regulations

b) Fio will communicate any significant changes to distribution schedules in advance.

5.5 Payment Methods and Fees

a) Available payment methods may vary by territory and are subject to change.

b) Associated transaction fees, currency conversion charges, and other processing costs may be deducted from payable amounts.

c) The Content Provider is responsible for any applicable taxes on royalty payments.

5.6 Reporting Fio will provide regular royalty statements showing the number of Qualified Stream Units, royalties earned, and payment status. Royalty statements are the basis of payment, and Fio will use commercially reasonable efforts to ensure they are accurate. Any additional analytics or performance data Fio provides beyond royalty statements is for informational purposes only, may be subject to reporting delays, and is provided without guarantee of accuracy or completeness.

5.7 Streaming Fraud Prevention and Anomaly Detection

a) Right to Audit and Investigate: Fio reserves the right to monitor, audit, and investigate streaming activity associated with all Content to detect fraudulent streams, bot activity, artificial streaming manipulation, or other anomalous patterns that may violate this Agreement or applicable law.

b) Fraudulent Activity Definition: Fraudulent or suspicious streaming activity includes, but is not limited to:

  • Automated bot streams designed to artificially inflate play counts

  • Coordinated streaming farms or click farms

  • Repeated streams from the same IP address or device in patterns inconsistent with genuine user behavior

  • Streams generated through malware, viruses, or unauthorized software

  • Any other activity that artificially manipulates streaming metrics

c) Withholding and Adjustment of Royalties: If Fio determines, in its sole discretion, that streaming activity is fraudulent or suspicious, Fio may:

  • Withhold royalty payments associated with the suspicious activity

  • Deduct previously paid royalties attributable to fraudulent streams from future payments, limited to royalties paid within the 12 months before Fio's determination, and only after giving you written notice identifying the affected Content, period, and amount

  • Suspend or terminate the Content Provider's account

  • Remove affected Content from the platform

d) Notice to Content Providers: Fio will make commercially reasonable efforts to notify Content Providers when significant fraudulent streaming activity is detected on their Content. This notification is provided as a courtesy to make Content Providers aware that their Content may be the target of unauthorized streaming practices. Such notification does not imply that the Content Provider engaged in or orchestrated the fraudulent activity.

e) Content Provider Responsibility: Content Providers acknowledge that bot attacks and fraudulent streaming can occur without their knowledge or participation. However, Content Providers agree to:

  • Cooperate with Fio's investigations into suspicious activity

  • Not engage in, facilitate, or encourage any form of streaming manipulation

  • Promptly report to Fio any suspicious activity they become aware of

  • Take reasonable steps to prevent fraudulent streaming if they become aware of such activity

f) No Liability for Bot Attacks: Fio is not liable for streaming fraud perpetrated by third parties against Content Providers. Content Providers acknowledge that bad actors may target their Content without authorization, and Fio's detection and prevention of such activity is provided as a protective service.

g) Appeals Process: If a Content Provider believes that legitimate streams have been incorrectly classified as fraudulent, they may submit a written appeal to Fio with supporting evidence. Fio will review such appeals in good faith, though all final determinations remain at Fio's sole discretion.

5.8 Auditing Rights Fio will retain records related to royalty calculations for at least three (3) years. Upon reasonable written notice, the Content Provider may audit Fio's records related to royalty calculations for their own Content only, provided such audit occurs no more than once per calendar year and at the Content Provider's expense. Content Providers will only have access to data, records, and analytics pertaining to their own Content and will not have access to data regarding other Content Providers' content, platform-wide metrics, or aggregated data beyond what directly relates to their own royalty calculations. If an audit reveals an underpayment, Fio will pay the shortfall within 30 days, and if the underpayment exceeds 5% of the royalties due for the audited period, Fio will also reimburse the reasonable costs of the audit. Any other discrepancies will be resolved in good faith between the parties.

6. CONTENT REMOVAL & INTELLECTUAL PROPERTY

6.1 Content Removal Fio maintains absolute and sole discretion to remove any Content from the Fio platform for:

a) Suspected infringement of third-party rights

b) Violation of Catholic theological principles

c) Violation of any law, regulation, or platform policy

d) Misrepresentation of Speaker credentials or affiliations

e) Failure to meet technical quality standards

All decisions regarding Content removal based on theological review are final and non-appealable.

6.2 Copyright Claims

a) Fio complies with the Digital Millennium Copyright Act (DMCA) for copyright-related claims in the U.S. market and similar legal frameworks in other jurisdictions.

b) For claims specifically related to copyright infringement, users may submit DMCA notices and counter-notices according to applicable law.

c) The DMCA counter-notice process applies solely to copyright claims and does not create any right of appeal for Content removed for theological or other non-copyright reasons.

6.3 Royalties Upon Content Removal

a) If Content is removed by Fio for theological reasons under Section 6.1(b), the Content Provider shall retain the right to all royalties earned up to the date of removal, subject to the payment threshold and schedule outlined in Section 5.

b) Royalties for Qualified Stream Units that occurred prior to removal will be calculated and paid according to the normal payment schedule in Section 5.3, provided the minimum payment threshold has been met.

c) If the Content Provider's total earned royalties do not meet the minimum payment threshold at the time of Content removal, those earnings will be held and paid when:

  • The threshold is subsequently met through other Content that remains on the platform, or

  • This Agreement is terminated, in which case Fio will pay all earned, unpaid royalties as described in Section 10.4(b), regardless of whether the threshold has been met.

7. TECHNICAL REQUIREMENTS

7.1 Audio Quality Standards All Content must meet the following minimum technical specifications:

a) Audio Format: WAV, FLAC, MP3 (320 kbps minimum), or AAC

b) Sample Rate: 44.1 kHz minimum

c) Bit Depth: 16-bit minimum

d) Audio Clarity: Speech must be clearly intelligible throughout the recording

e) Background Noise: Minimal background noise; ambient noise from live events is acceptable provided it does not significantly interfere with speech intelligibility

f) Audio Processing: Content should be mixed and equalized to a professional listening standard, including:

  • Removal or significant reduction of plosives (p-pops)

  • Balanced frequency response without excessive low-end frequencies

  • Consistent volume levels throughout the recording

  • Proper compression to ensure comfortable listening levels

  • De-essing if sibilance is present

7.2 Metadata Requirements Content must include:

a) Accurate title of the talk

b) Speaker name(s) and biographical information

c) Date of recording or presentation

d) Event or series name (if applicable)

e) Appropriate category tags

f) Artwork/cover image (minimum 1400x1400 pixels)

g) Content description or summary

7.3 Content Length While there is no strict minimum or maximum length for Content, Fio reserves the right to establish reasonable length guidelines. Content should be substantive and appropriate for the platform's educational and spiritual formation focus.

7.4 Rejection for Technical Reasons Fio reserves the right to reject Content that does not meet these technical standards. The Content Provider will be notified of technical deficiencies and may resubmit corrected Content.

8. CONFIDENTIALITY

Both you and Fio shall maintain the confidentiality of any non-public information exchanged in connection with this Agreement, including account credentials, Speaker contact information, individual royalty statements, and personal details not otherwise publicly available. Neither party shall disclose such confidential information to any third party unless required by law or court order. The published royalty rates in this Agreement are not confidential. These obligations continue for two (2) years after this Agreement ends, except that account credentials and personal information remain confidential indefinitely.

9. LIMITATION OF LIABILITY

9.1 No Liability for Platform Availability Fio is not liable for any temporary or permanent unavailability of Fio or any technical issues that may prevent access to your Content.

9.2 No Indirect Damages In no event shall Fio be liable for any indirect, consequential, incidental, special, or punitive damages, including lost profits or data, even if advised of the possibility of such damages.

9.3 Maximum Liability Except as provided below, Fio's maximum aggregate liability to you for all claims arising out of or related to this Agreement shall not exceed the total amount of royalties paid to you by Fio in the six (6) months preceding the claim. This limit does not apply to (a) royalties earned and owed to you under this Agreement, or (b) Fio's breach of Section 3.3 (Ownership) or Section 3.4 (Transcription).

9.4 Content Liability You acknowledge that you are solely responsible for the Content you upload and distribute through Fio. Fio is not responsible for any claims arising from the Content, including claims related to defamation, copyright infringement, theological disputes, or misrepresentation, except for claims arising from errors or alterations Fio introduces into the Content, including errors in transcripts created by Fio under Section 3.4.

10. TERM & TERMINATION

10.1 Term This Agreement begins when you accept it as described at the start of this Agreement and continues until terminated.

10.2 Termination by Content Provider You may terminate this Agreement at any time by providing Fio with written notice at talks@fio.fm. Fio will remove your Content from the platform within 30 days of receiving your notice.

10.3 Termination by Fio Fio may terminate this Agreement, or remove your Content, at any time if you violate any term of this Agreement or if your actions may cause harm or legal liability to Fio, its users, or third parties.

10.4 Effect of Termination

a) Upon termination, Fio will remove your Content, including any transcripts, from Fio as described in Sections 3.4(e) and 10.2. You acknowledge that any third-party caches, libraries, or archives that have already accessed your Content may continue to store such Content temporarily.

b) Fio will pay all earned, unpaid royalties within 60 days after the end of the month in which termination takes effect, regardless of whether the minimum payment threshold has been met. Transaction fees under Section 5.5(b) may be deducted, and any amounts withheld under Section 5.7 remain subject to that Section.

c) Royalties Upon Theological-Based Termination: If this Agreement or specific Content is terminated by Fio based on theological grounds under Section 2.4 or Section 6.1(b), you retain the right to all royalties earned prior to the date of termination or removal. Such royalties will be paid according to Section 6.3 and Section 10.4(b).

11. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Fio and its affiliates, officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, costs, or expenses (including reasonable attorney fees) arising out of or relating to:

  • Your Content and any claims that your Content infringes or violates any third-party rights, including but not limited to Speaker rights, intellectual property rights, or rights of conference attendees or venues.

  • Any breach of your representations, warranties, or obligations under this Agreement.

  • Any negligence or willful misconduct by you.

  • Any claims by Speakers or third parties related to the distribution of Content through Fio.

  • Any theological or doctrinal disputes arising from your Content.

This indemnity does not apply to claims arising from errors or alterations Fio introduces into your Content, including errors in transcripts created by Fio under Section 3.4.

12. GOVERNING LAW & DISPUTE RESOLUTION

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

12.2 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.

13. GENERAL PROVISIONS

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

13.2 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.

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

13.4 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, provided the assignee agrees to be bound by this Agreement, including Sections 3.3 and 3.4.

13.5 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.

13.6 Amendments Fio may modify this Agreement by giving you at least 30 days' notice of material changes by email or platform notification. Changes take effect at the end of the notice period and do not apply retroactively to royalties earned before the effective date. If you do not agree to a change, you may terminate this Agreement under Section 10.2 before the change takes effect, and the prior terms will continue to apply until your Content is removed. Your continued use of Fio after the effective date constitutes acceptance of the updated Agreement. No amendment may transfer ownership of your Content or expand the license in Section 3.1 without your express written consent.

13.7 Speaker Relationship Nothing in this Agreement creates any direct contractual relationship between Fio and any Speaker whose Content is distributed by the Content Provider. The Content Provider remains solely responsible for all agreements, payments, and obligations to Speakers.

13.8 Survival Sections 3.3 (Ownership), 3.4(c) and 3.4(e) (Transcription), 5 (Payments & Royalties, as to amounts earned before termination), 8 (Confidentiality), 9 (Limitation of Liability), 10.4 (Effect of Termination), 11 (Indemnification), and 12 (Governing Law & Dispute Resolution) survive termination of this Agreement.

14. CONTACT US

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

15. PLATFORM DEVELOPMENT NOTICE

15.1 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

15.2 Feature Availability Content Providers 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.

15.3 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. This Section does not limit Fio's obligations under Sections 3.3, 3.4, 5, or 10.4.

15.4 Communication of Changes Fio will make reasonable efforts to notify Content Providers 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 confirming your acceptance through the link Fio sends in reply to an emailed submission, you indicate that you have read, understood, and agree to the terms and conditions of this Agreement.

Submit your talks here