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FIO MUSIC DISTRIBUTION AGREEMENT

Last Updated: November 20, 2025

Welcome to Fio! This Artist Agreement ("Agreement") governs your relationship with Fio Technology, LLC (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 music and related materials (collectively, "Content"). By clicking "I agree", or by uploading any Content, or by emailing content to music@fio.fm you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree, you may not upload or distribute Content via Fio.

1. DEFINITIONS

1.1 Artist: The individual or entity creating and/or owning the Content (in this Agreement, "you" or "your").

1.2 Content: Musical tracks, sound recordings, album artwork, metadata, promotional materials, and any other materials you upload or make available through Fio.

1.3 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.

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

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 playlists or banner placements). However, Fio is under no obligation to promote your Content. When Fio does engage in promotional efforts, you grant Fio the right to use your name, likeness, 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 recording quality and production standards
  • Content that contradicts or misrepresents Catholic doctrine

b) Content Review Process

  • All submitted Content will undergo both technical and theological review before distribution
  • Fio may consult with Catholic theological advisors in making content determinations
  • Reviews may consider lyrics, themes, artwork, artist statements, and associated materials
  • Processing times may vary based on review requirements
  • 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
  • Fails to meet minimum technical specifications
  • Contains explicit content incompatible with Catholic values
  • 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.
  • Use your trademarks, logos, and artwork for the purpose of marketing, promoting, and advertising your Content on Fio.

3.2 Term of License

The license you grant to Fio remains in effect until this Agreement is terminated in accordance with Section 10 (Termination).

3.3 Ownership

You retain all ownership rights in and to your Content. Nothing in this Agreement transfers any ownership rights to Fio.

4. ARTIST REPRESENTATIONS & WARRANTIES

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

4.1 Ownership

You are the rightful owner of or have obtained all necessary rights, licenses, and permissions in the Content to grant the licenses and permissions described in this Agreement.

4.2 No Infringement

Your Content (including all musical compositions, sound recordings, artwork, and metadata) does not infringe upon or violate the rights of any third party (including intellectual property, publicity, or privacy rights).

4.3 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.

4.4 Accurate Information

You have provided and will maintain accurate, current information about yourself and your Content, including payment details and tax identification numbers (as applicable).

4.5 Additional Representations

You represent and warrant that:

  • Your Content does not 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 have reviewed relevant Catholic doctrinal teachings related to your Content
  • Your Content meets professional recording and production standards
  • You will disclose to Fio if your Content or account 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.

5. PROHIBITED STREAMING PRACTICES

5.1 Stream Manipulation Prohibition

You expressly agree not to engage in, facilitate, or encourage any practice designed to artificially inflate stream counts, manipulate royalty payments, or otherwise distort legitimate streaming metrics. Prohibited practices include, but are not limited to:

a) Artificial Stream Generation

  • Use of bots, scripts, automated programs, or any other non-human means to generate streams
  • Employment of streaming farms or click farms
  • Use of virtual private networks (VPNs), proxies, or other technical means to create false streams
  • Creation of fake user accounts for the purpose of streaming Content
  • Any coordinated or systematic effort to artificially inflate stream counts through non-genuine listening activity

b) Concentrated Self-Streaming

  • Repeatedly streaming your own Content or Content in which you hold copyright or financial interest with the intent to inflate stream counts or royalty payments
  • Creating artificial loops or playlists designed primarily to generate streams rather than for genuine listening purposes
  • Engaging in excessive, repetitive streaming of your own Content that falls outside normal listening patterns
  • Using multiple accounts or devices under your control to stream your own Content excessively

c) Stream Exchange and Manipulation Schemes

  • Participating in "stream for stream" arrangements or similar reciprocal streaming schemes
  • Offering payment, compensation, or other incentives in exchange for streams
  • Coordinating with third parties to artificially boost stream counts through inauthentic listening
  • Purchasing streams or streaming services from third-party providers

5.2 Detection and Monitoring

a) Fio employs automated systems and manual review processes to detect fraudulent streaming activity, including but not limited to:

  • Analysis of streaming patterns and user behavior
  • Detection of unusual concentration of streams from specific accounts or IP addresses
  • Identification of streams that deviate from normal listening patterns
  • Monitoring of repetitive or looping playback behavior
  • Review of user account activity and creation patterns
  • Analysis of stream-to-listener ratios and geographic distribution

b) Fio reserves the right to investigate any suspicious streaming activity and may request additional information from you regarding your promotional activities and streaming sources.

5.3 Consequences of Prohibited Practices

If Fio determines, in its sole discretion, that you have engaged in any prohibited streaming practices, Fio may take any or all of the following actions:

a) Stream Removal and Adjustment

  • Remove all artificial, fraudulent, or manipulated streams from your stream count
  • Retroactively adjust royalty calculations to exclude payments for invalid streams
  • Withhold or reclaim any royalties associated with fraudulent streaming activity

b) Content Action

  • Remove specific tracks or all of your Content from the Fio platform
  • Suspend distribution of future Content pending investigation
  • Permanently ban Content found to be associated with stream manipulation

c) Account Action

  • Suspend your artist account temporarily or permanently
  • Terminate this Agreement immediately without notice
  • Ban you from creating new artist accounts or uploading future Content
  • Report fraudulent activity to industry databases and anti-fraud organizations

d) Financial Consequences

  • Demand repayment of any royalties paid based on fraudulent streams
  • Offset fraudulent royalty payments against future legitimate earnings
  • Charge you for investigation costs and platform resources consumed by fraudulent activity
  • Withhold all payments pending resolution of investigation

5.4 Appeals and Disputes

a) If you believe your Content or account has been incorrectly flagged for stream manipulation, you may submit a written appeal to Fio at info@fio.fm within thirty (30) days of receiving notice of action taken.

b) Your appeal must include:

  • Detailed explanation of your promotional and distribution activities
  • Documentation supporting the legitimacy of streaming activity
  • Information about any third-party services used for promotion
  • Any other evidence relevant to demonstrating legitimate streaming

c) Fio will review appeals in good faith but retains final discretion in all determinations. Decisions regarding stream manipulation are final and binding.

5.5 Legitimate Promotional Activities

This section does not prohibit legitimate promotional activities, including:

  • Organic social media promotion and marketing
  • Paid advertising through legitimate platforms
  • Email marketing to genuine subscribers
  • Radio airplay and playlist inclusion
  • Live performance promotion
  • Collaboration with legitimate music promotion services that generate authentic listening

However, you remain responsible for ensuring that any promotional activities you engage in or third-party services you employ comply with this Agreement and do not result in artificial stream generation.

5.6 Reporting Obligations

If you become aware of any unauthorized streaming manipulation affecting your Content, or if any third party approaches you with schemes to artificially inflate streams, you agree to immediately notify Fio and cooperate with any investigation.

6. PAYMENTS & ROYALTIES

6.1 Revenue Share Model

Fio operates on a dynamic revenue share model that may be adjusted periodically based on market conditions, platform growth, and operational requirements. Revenue share calculations may include, but are not limited to:

  • Subscription revenue allocation
  • Advertising revenue
  • Premium feature revenue
  • Special promotional campaign revenue
  • Third-party integration revenue

6.2 Royalty Calculation

For non-exclusive releases distributed on Fio, the master rights holder will be paid $0.01 per stream. Exclusively released music will receive $0.03 per stream during the exclusivity period.

6.3 Payment Schedule and Thresholds

Fio will make commercially reasonable efforts to process payments on a monthly basis, subject to meeting minimum payment threshold of $50. Fio reserves the right to modify payment frequencies and methods with reasonable notice to artists.

6.4 Revenue Distribution Timeline

a) Revenue collection and distribution timelines may vary based on:

  • Platform growth stages
  • Technical implementation requirements
  • Third-party payment processor limitations
  • Territory-specific payment regulations

b) Fio does not guarantee specific payment processing timeframes but will communicate any significant changes to distribution schedules.

6.5 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) Artists are responsible for providing and maintaining accurate payment information.

6.6 Royalty Statements

a) Fio will provide periodic royalty statements that may include:

  • Stream counts
  • Revenue share calculations
  • Applied deductions
  • Payment status

b) The format, frequency, and detail level of statements may be adjusted as the platform evolves.

6.7 Revenue Model Updates

a) Fio reserves the right to modify its revenue share model, including:

  • Adjustment of revenue share percentages
  • Introduction of new revenue streams
  • Implementation of new calculation methodologies
  • Changes to payment thresholds and schedules

b) Material changes to the revenue model will be communicated to artists with reasonable notice.

6.8 Disclaimer

a) Fio makes no guarantees regarding:

  • Minimum revenue amounts
  • Specific royalty rates
  • Payment processing timeframes
  • Stream counts or engagement metrics

b) All revenue calculations and distributions are subject to Fio's ongoing platform development and business model evolution.

7. INFRINGEMENT CLAIMS & TAKEDOWNS

7.1 Content Removal

Fio maintains absolute and sole discretion to remove any Content from 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

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

7.2 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.

7.3 Royalties Upon Content Removal

a) If Content is removed by Fio for theological reasons under Section 7.1(b), the Artist shall retain the right to all royalties earned up to the date of removal, subject to the payment threshold and schedule outlined in Section 6.

b) Royalties for streams that occurred prior to removal will be calculated and paid according to the normal payment schedule in Section 6.3, provided the minimum payment threshold has been met.

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

  • The threshold is subsequently met through other Content that remains on the platform, or
  • The Artist requests a final payout upon termination of this Agreement, in which case Fio may process payment of any amount owed, regardless of whether the threshold has been met, at Fio's sole discretion.

8. CONFIDENTIALITY

Both you and Fio shall maintain the confidentiality of any non-public information exchanged in connection with this Agreement. This includes royalty rates, account credentials, 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.

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

In any case, 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.

10. TERM & TERMINATION

10.1 Term

This Agreement begins when you first accept it (e.g., by clicking "I agree" or by uploading Content) and continues until terminated.

10.2 Termination by Artist

You may terminate this Agreement at any time by providing Fio with written notice and removing your Content from Fio. Termination will be effective following a reasonable processing period.

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 or request the removal of your Content from Fio as soon as is reasonably practical. You acknowledge that any third-party caches, libraries, or archives that have already accessed your Content may continue to store such Content temporarily.

b) Any outstanding payments owed to you will be processed according to Section 6.

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 7.1(b), you retain the right to all royalties earned prior to the date of termination or removal. Such royalties will be paid according to the terms set forth in Section 7.3, including any provisions related to payment thresholds and final payouts.

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.
  • Any breach of your representations, warranties, or obligations under this Agreement.
  • Any negligence or willful misconduct by you.

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.

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.

14. CONTACT US

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

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.

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.

15.4 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 music@fio.fm you indicate that you have read, understood, and agree to the terms and conditions of this Agreement.

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