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FIO PODCAST DISTRIBUTION AGREEMENT

Last Updated: November 7, 2025

Welcome to Fio! This Podcaster 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 podcast and related materials (collectively, "Content"). By clicking "I agree", or by uploading any Content, or by submitting your RSS feed, or by emailing content to podcasts@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 Podcaster: The individual or entity creating and/or owning the Content (in this Agreement, "you" or "your").

1.2 Content: Podcast episodes, show artwork, metadata, show descriptions, promotional materials, RSS feeds, 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.

1.5 Listen Time: The actual duration in minutes that listeners spend actively listening to your podcast episodes on Fio, calculated through Fio's analytics systems.

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 and downloading 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 listens, downloads, or resulting revenue.

2.2 RSS Feed Integration
You may provide Fio with your podcast RSS feed URL for automated content ingestion. By providing your RSS feed, you grant Fio permission to access, parse, and distribute the episodes and metadata contained therein. You represent that you have the authority to grant such access and that the RSS feed content complies with all terms of this Agreement.

2.3 Promotional Efforts
Fio may, at its sole discretion, promote your Content on Fio (for example, through featured podcast placements, curated collections, 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, show artwork, and episode excerpts for such promotional purposes.

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

2.5 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

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 episode content, themes, artwork, show descriptions, and associated materials
  • Processing times may vary based on review requirements
  • Fio may review individual episodes or entire podcast series
  • 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 (audio quality, file format requirements)
  • Contains explicit content incompatible with Catholic values
  • Violates intellectual property rights of third parties
  • Any other reason as determined by Fio in its sole discretion

3. LICENSE & RIGHTS GRANTED

3.1 Non-Exclusive License
By uploading Content or providing your RSS feed, 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.
  • Cache, store, and deliver your Content to end users through streaming and downloading.
  • Create excerpts, clips, or samples of your Content for promotional purposes.
  • Use your trademarks, logos, show artwork, and episode metadata 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 9 (Termination).

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

3.4 Exclusive Content Option
You may optionally designate certain podcast episodes or entire series as "Exclusive" to Fio for a specified exclusivity period. Terms for exclusive content, including exclusivity duration and enhanced royalty rates, shall be established through a separate addendum to this Agreement.

4. PODCASTER 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. This includes rights to any music, sound effects, third-party content, or guest appearances featured in your podcast.

4.2 No Infringement
Your Content (including all audio content, music, sound effects, 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, tax identification numbers (as applicable), and RSS feed URLs.

4.5 Guest Consent
You have obtained all necessary permissions and releases from any guests, interviewees, or other individuals featured in your podcast episodes.

4.6 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. PAYMENTS & ROYALTIES

5.1 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

5.2 Royalty Calculation
For non-exclusive podcast content distributed on Fio, podcasters will be paid $0.01 per 30 minutes of listening time. Listening time is calculated based on actual audio consumption by end users, measured through Fio's analytics systems.

For exclusive podcast content (where applicable), enhanced royalty rates will be specified in a separate addendum to this Agreement.

5.3 Listening Time Verification

a) Fio employs industry-standard methods to track and verify listening time, including:

  • Client-side playback tracking
  • Server-side download and streaming metrics
  • Anti-fraud detection systems

b) Fio reserves the right to adjust or withhold payments for listening activity deemed fraudulent, artificially inflated, or otherwise in violation of this Agreement.

5.4 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 podcasters.

5.5 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.

5.6 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) Podcasters are responsible for providing and maintaining accurate payment information.

5.7 Royalty Statements

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

  • Episode-level listening metrics
  • Total listening time (in minutes)
  • Revenue share calculations
  • Applied deductions
  • Payment status

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

5.8 Revenue Model Updates

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

  • Adjustment of revenue share rates
  • Changes to listening time calculation methodologies
  • 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 podcasters with reasonable notice.

5.9 Disclaimer

a) Fio makes no guarantees regarding:

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

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

6. INFRINGEMENT CLAIMS & TAKEDOWNS

6.1 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.

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 Podcaster 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 listening time that occurred prior to removal will be calculated and paid according to the normal payment schedule in Section 5.4, provided the minimum payment threshold has been met.

c) If the Podcaster'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 Podcaster 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.

7. THIRD-PARTY CONTENT & MUSIC LICENSING

7.1 Music Usage
If your podcast includes music, you represent and warrant that you have obtained all necessary licenses and permissions for such music usage, including mechanical licenses, synchronization licenses, and public performance rights. Fio is not responsible for obtaining music licenses on your behalf.

7.2 Third-Party Content
You are solely responsible for ensuring that any third-party content included in your podcast (including but not limited to quotes, sound clips, archival audio, or other copyrighted material) is properly licensed or falls under fair use provisions.

7.3 Indemnification for Third-Party Claims
You agree to indemnify and hold Fio harmless from any claims arising from your use of music or other third-party content in your podcast.

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, listening metrics, 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.

9.4 RSS Feed Reliability
Fio is not liable for any errors, interruptions, or unavailability of your RSS feed or the content hosted therein. You are responsible for maintaining the reliability and accuracy of your RSS feed.

10. TERM & TERMINATION

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

10.2 Termination by Podcaster
You may terminate this Agreement at any time by providing Fio with written notice and removing your Content from Fio or revoking access to your RSS feed. 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 5.

c) Royalties Upon Theological-Based Termination: If this Agreement or specific Content is terminated by Fio based on theological grounds under Section 2.5 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 the terms set forth in Section 6.3, 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.
  • Your use of music or other third-party content in your podcast.
  • Any claims by guests or other individuals featured in your podcast.
  • 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.

13.6 Modifications
Fio reserves the right to modify this Agreement at any time. Material changes will be communicated to podcasters with reasonable notice. Your continued use of Fio after such modifications constitutes acceptance of the updated Agreement.

14. CONTACT US

If you have any questions, comments, or concerns about this Agreement or Fio, please contact us at podcasts@fio.fm or 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
Podcasters 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 Analytics and Reporting
Fio is continually developing its analytics and reporting capabilities. The accuracy, granularity, and availability of listening metrics may improve over time as the platform matures.

15.4 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.

15.5 Communication of Changes
Fio will make reasonable efforts to notify podcasters 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 submitting your RSS feed, or by emailing content to podcasts@fio.fm you indicate that you have read, understood, and agree to the terms and conditions of this Agreement.

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