FIO MUSIC DISTRIBUTION AGREEMENT

Last Updated: February 19, 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@streamfio.com 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 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.

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

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
Royalties will be calculated based on Fio's proprietary streaming metrics and allocation methodology, which may be modified from time to time. The calculation will be based on the ratio of your total streams to total platform streams within a given time period, and the specific formula for may also include factors such as:

  • Total platform streams

  • User engagement metrics

  • Geographic distribution

  • Premium vs. free-tier plays

  • Promotional and algorithmic placements

  • Other relevant performance indicators

We intend to let you know how this calculation gets updated as the platform scales.

5.3 Payment Schedule and Thresholds
a) Fio will make commercially reasonable efforts to process payments on a monthly basis, subject to meeting minimum payment thresholds as determined by Fio.
b) Payment thresholds and processing schedules may be adjusted based on operational requirements and platform economics.
c) Fio reserves the right to modify payment frequencies and methods with reasonable notice to artists.

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

5.6 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.

5.7 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.

5.8 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.

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.

7. 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.

8. LIMITATION OF LIABILITY

8.1 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.

8.2 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.

8.3 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. TERM & TERMINATION

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

9.2 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.

9.3 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.

9.4 Effect of Termination
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. Any outstanding payments owed to you will be processed according to Section 5.

10. 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.

11. GOVERNING LAW & DISPUTE RESOLUTION

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

11.2 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.

12. GENERAL PROVISIONS

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

12.2 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.

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

12.4 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.

12.5 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. CONTACT US

If you have any questions, comments, or concerns about this Agreement or Fio, please contact us at legal@streamfio.com.

By clicking "I agree", or by uploading your Content, or by emailing content to music@streamfio.com you indicate that you have read, understood, and agree to the terms and conditions of this Agreement.