FIO TALKS DISTRIBUTION AGREEMENT

Last Updated: October 21, 2025

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"). By clicking "I agree", or by uploading any Content, or by emailing content to talks@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 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, 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 and display transcripts or excerpts of your Content for promotional or accessibility purposes.
  • 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.

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. You acknowledge that ownership of the audio/video recording may be separate from ownership of the underlying intellectual property in the talk content itself.

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.

4.3 No Infringement
Your Content (including all recordings, artwork, metadata, and transcripts) 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 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
  • The Speaker has reviewed relevant Catholic doctrinal teachings related to the Content
  • Your Content meets professional audio recording and production standards
  • 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 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 Content Providers.

5.4 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.

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 reports showing the number of Qualified Stream Units, revenue earned, and payment status. The Content Provider acknowledges that streaming data and analytics may have a reporting delay and are provided for informational purposes only. Fio makes no guarantee regarding the accuracy or completeness of any analytics or reports, though it will make commercially reasonable efforts to provide accurate information.

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
  • 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
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. Any discrepancies discovered 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 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 only if:

  • The threshold is subsequently met through other Content that remains on the platform, or
  • The Content Provider 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. 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 must be professionally mixed and equalized, 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. This includes royalty rates, account credentials, Speaker contact information, 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 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.

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 Content Provider
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 5.

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 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, 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.

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 Amendments
Fio reserves the right to modify this Agreement at any time. You will be notified of material changes via email or platform notification. Your continued use of Fio after such modifications constitutes acceptance of the updated Agreement.

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.

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.

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