Partner Indexing Agreement
This Partner Indexing Agreement (PIAPARTNER) is made as of the date of acceptance of this agreement between You (The Partner/s) and We (RadioFM). This agreement has been made at office of RadioFM at SAS Nagar Mohali, Punjab – India and on acceptance of its terms and conditions in the manner provided hereinafter, its execution place will be at SAS Nagar Mohali, Punjab – INDIA though the same is accepted across the world. By submitting your registration information, Metadata for your station/podcast as a partner in writing through email of other mediums to RadioFM and/or selecting/ clicking “I Agree”, You electronically sign and accept this agreement with all terms & conditions mentioned in this agreement. In case you disagree with any of terms mentioned in this agreement, you should not click/select the “I Agree” or not email the details to index your Radio station/podcast in our online directory.
1. Definitions of words used in this agreement
- "Partner is an owner or operator of Internet radio station/ webcast and/or Over the Air AM/FM broadcast station/podcasts and/or Satellite Radio (collectively referred to as station further in agreement) and also owner of podcast who want to have their station/podcast programming listed in the free internet based online indexing service of RadioFM OR who has not listed it with RadioFM, but has left its contents on internet to use it by playing its contents by anyone including RadioFM.
- RadioFM is a company, which provides a platform to the station/Podcasters to index their station/podcast(s) in various Products, Applications and Devices but not limited to Websites, Apps, Smart Devices, Online directories, Mobiles Apps, In-car Entertainment systems, Entertainment devices, Robotics, Smart TVs, developed, designed by RadioFM or its subsidiaries (collectively referred as “Apps”)
2. Grant of Rights
By agreeing to this agreement partner hereby authorize/s RadioFM
- To add its station/podcast in the list of RadioFM by RadioFM or by any other user to use it by playing its contents by anyone through RadioFM,
- To include/ index station/podcast(s)in the Directory with self-managed interface on Radio FM Partners app/website (https://partners.appradiofm.com) and/or through the support over email by RadioFM.
- To use station/podcast(s) streaming link, its meta data, other graphical presentation by RFM in Apps.
- To identify the real time or through the station/podcaster’s Guide for the identification of content being streamed on station/podcast(s) as well as any content previously transmitted by a station/podcaster or to be transmitted in future by station/podcast.
- To link and publically display and publically perform any information provided by a station/podcast or in station/podcast stream/transmission including but not limited to radio DJ information, Song lyrics, Song information, Artist biographies, Concert information and the like collectively referred as “Content”.
- To reformat or transcode the streaming available by station/podcast stream to facilitate the receipt of stream through any website, Applications and/or Devices capable of receiving a stream. Nothing set in this agreement will make RFM the transmitting/ streaming entity for any streamers/transmissions made by the station/podcast.
- Not to infringe any copyright of musical work, sound recordings embedded with the stream/ transmission.
- On registration with RadioFM, the partner grants rights to list its station/podcast on all the platforms of RadioFM like its apps, websites, smart tv, speakers, etc.
- RadioFM will not modify or edit a station/podcast’s stream/transmission but the partner authorizes RadioFM to publicly display or publically perform advertising in conjunction with a station/podcast’s stream as per the RadioFM discretion.
100682848. Metadata of Partner
- Starting from the date of acceptance of this agreement, partner will provide suitable logo, streaming URL(s)/RSS, Genre/Category data, station/podcast guide, Schedule and other station/podcast related information collectively referred as “Metadata”. This will be displayed and distributed by RadioFM in Apps.
- Partner will have sole editorial control over the Programming, Content, and RadioFM will not edit, add, delete from the Programming and also does not authorize any third parties to do so, without the prior written consent of partner. Partner shall be solely responsible for acquiring, aggregating, scheduling, and delivering to RadioFM the Programming in accordance herewith, and shall bear all costs and expenses related thereto.
- Partner shall deliver the Programming via the Internet to a collection point of RadioFM choosing, at Partner’s sole cost and expense using protocols requested by RFM.
- Partner will use commercially reasonable efforts to assist RadioFM in facilitating the availability of station/podcast(s) to users and to make its streams available through the RadioFM’s Apps.
- Both RadioFM and partner may choose to implement links, logos on each other’s website to cross promote the products and services.
100682944. Partner’s License & Copyrights
- PARTNER represents, warrants, and covenants to RadioFM that:
- It is duly organized and validly existing under its organization, and has all requisite power and authority to execute, deliver and perform this PIA and to consummate the transactions contemplated hereby;
- The PARTNER, who does not list it with the RadioFM, but is available on internet to use its contents by playing it by anyone in the world authorizes the RadioFM, or any of its users to link said Partner with RadioFM without the consent or information of respective Partner and in that eventuality, the Partner will be responsible for its genuineness, validity having all the licences and copyrights by all the concerned legal representatives and authorities to play and use the contents uploaded by Partner on internet. Partner also warrants here that the contents uploaded by it on Internet are valid, genuine under the licence and copyrights, which includes all the rights to use and play it anywhere till its contents are not deleted from the internet by the Partner itself.
- Partner has duly authorized the acceptance, execution, and delivery of this PIA
- This PIA constitutes a legal, valid and binding obligation of Partner
- This PIA is enforceable against RadioFM in accordance with its terms, except to the extent such enforceability may be limited by bankruptcy, reorganization, insolvency or similar laws of general applicability governing the enforcement of the rights of creditors.
- Partner further represents, warrants, and covenants to Company that:
- Partner owns or has the necessary licenses, rights, consents and permissions to use and authorize RadioFM to use all trademark, copyright and other proprietary rights in and to the Metadata and Content in the manner contemplated by this PIA and the Terms of Service, including obtaining all necessary licenses required for the station/podcast’s reproduction, public display, communication to the public, and public performance (including by means of digital audio transmissions) of copyrighted musical works and sound recordings, including on a through-to-the-audience basis through the RFM Apps;
- Partner has filed all necessary paperwork for and complies with the rates, terms, and conditions of the statutory licenses of Copyright Act applicable in the country or has entered into binding and valid agreements with respective companies (holding the copyrights), for the reproduction and digital audio transmission of sound recordings on rates, terms, and conditions authorized under the foregoing statutory licenses; and
- RadioFM will not owe any royalties to any third party, including, but not limited to, any performing rights or collective licensing organization, musical work copyright owners, music publishers and/ or sound recording copyright owners, record labels, their agents or exclusive licensees, featured or non-featured vocalists or musicians, songwriters, composers, unions, guilds, producers, engineers or the like for any reproductions, public displays, communications to the public or public performances made when RadioFM facilitates transmissions from station/podcast to Users through the Apps.
100681888. Reservation of Rights
- Both the parties acknowledge and agree that no ownership interest in intellectual property or other rights are assigned or otherwise transferred under this PIA, and disclaim any and all implied licenses. Except for the licenses expressly granted in this PIA, as between the parties, Partner retains all rights, title, and interest in the Metadata and Content, and RFM retains all rights, title, and interest in its services, the Radio Directory, the Website, the Applications, and any software, Apps utilized to operate or power the foregoing, including any intellectual property rights therein or thereto.
- Under this PIA, the parties each continue and shall own any information collected by such party through its service, website, stream, player or device (“Properties”) including but not limited to, personally identifying transaction data (such as names, mailing addresses, email addresses and telephone numbers), clickstream data, and demographic information (the “User Information”), and the other party shall not obtain any rights in such information or advertising fees and revenues associated with such Properties or User Information.
- RFM may at its sole discretion and from time to time change, add or remove features and functionality of the Apps without any notice to the Partner and without liability to the Partner.
- The term of this PIA shall commence as of the date of Partner’s acceptance of this PIA (the “Effective Date”) and will remain effective till it’s terminated. Either party may terminate this PIA with 15 days prior written notice to the other party. However, that RadioFM may terminate this PIA immediately pursuant to the terms of its then-current repeat infringer policy, as such policy may be amended from time to time.
- RFM reserves the right, in its sole discretion, to remove Partner’s station/podcast, including all station/podcast Content, meta data from the Service and the Directory at any time, for any or no reason, without notice or liability to you.
- Persons (each a “User” and, collectively, the “Users”) with access to the RadioFM Apps, websites, Devices, and/or Applications may initiate and receive transmissions made from and by Partner’s station/podcast through click/touch on the link provided in the Radio Directory access/search/list.
- Partner hereby grants RadioFM a limited, non-exclusive, royalty-free license to use, on a worldwide basis, the names, trademarks and service marks of the Partner, in print, broadcasting and/or online materials, to communicate, in a manner that is truthful, accurate, and representative of the relationship between the Parties, and the availability of the Programming on the Apps.
- RadioFM shall use the Programming of station/podcast in Apps directly by RadioFM.
- Partner grants RadioFM, its agents, subsidiaries, affiliates, licensees, successors, and assigns a sub-licensable, royalty-free, nonexclusive, worldwide and fully paid-up license to reproduce, distribute, publicly display, publicly perform, transmit, communicate to the public, resize, and otherwise use during the term of these Terms any of your slogans, logos, trademarks and/or information that you upload to the Sign-Up Page or otherwise make available to RFM, to advertise, market and promote the station/podcast and the availability of the station/podcast on or off of the Service in any and all media now known or hereafter devised. RFM will use it in accordance with any reasonable guidelines or other instructions that Partner enter into the fields provided on the Sign-Up Page/ Email or accessible through website or any other medium.
- RadioFM reserves the right to revise these Terms in an immaterial manner in its sole discretion at any time and without prior notice to you other than by posting the revised Terms. RFM will endeavor to provide prior notice to you of material changes to these Terms. Unless otherwise provided, revisions to these Terms are effective upon posting and your continued use of the Service after a revised version of these Terms has been posted by RadioFM to the Service constitutes your binding acceptance of such revised Terms. These Terms will be identified as of the most recent date of revision, and you should visit this page periodically to ensure your continued compliance with and acceptance of the Terms.
100681744. Advertising & Revenue
- RFM may sell advertising, sponsorships and promotions, either directly or through third parties, to be displayed or performed before, during or after any transmissions of station/podcast Content on or through your station/podcast. By way of example and not limitation, RFM may run pre- and post-roll advertising prior to the commencement or termination of transmissions from your station/podcast through the Service, or include display advertising on any Apps/ TPA through which your station/podcast is accessed by an End-User. You acknowledge and agree that RFM will have no obligation to share any portion of advertising revenue generated by RadioFM with Partner.
- Partner shall not claim any licence fee, royalty or any other charges, if any earned by the RadioFM by indexing the station/podcast on its app/s, website/s, platform/s OR by using the station/podcast by the user/s of RadioFM.
100682080. Representations and Warranties
- Partner shall not deliver to RFM any Programming for which it does not have all requisite intellectual property and other rights, power and authority to license to RFM for use as contemplated in this Agreement. Partner has obtained all necessary rights from third parties to provide the Programming pursuant to this Agreement, including all necessary rights to broadcast and publicly perform musical compositions and sound recordings on the Apps and TPA from any copyrights’ organizations, performing rights’ organizations or any other third party.
- Partner shall obtain the rights necessary for transmission of the Programming on the RadioFM and its Apps throughout the World in accordance with this Agreement.
- Partner commits to provide RFM with correct and comprehensive information regarding its company and entities. Partner shall maintain up-to-date information by using the Partner Account, to which registration gives access. Partner shall keep indemnified and hold harmless RadioFM and its APPs, from and against any claim, costs, demands, expenses and liabilities, which may result from erroneous information.
- Partner acknowledges and agrees that inclusion in RFM is at Partner’s own risk and that the entire risk as to satisfactory quality, performance, accuracy, and effort is with themself. To the maximum extent permitted by applicable law, the service is provided “as is” and “as available,” with all faults and without warranty of any kind, and RadioFM hereby disclaims, for itself and its APPs, all warranties and conditions with respect to the service, either express, implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, title, and non-infringement of third party rights.
- RFM makes no warranty that the service will meet your requirements, or that the service will make your station/podcast available on an uninterrupted or error-free basis. RFM makes no warranty as to the accuracy or reliability of any information obtained through the service, that any defects in the service will be corrected or that the service will be compatible with any other hardware or service. RFM will not be liable for any damages to, or viruses that may infect the service.
- In any dispute between Partner and third party in connection with use of the service, including, without limitation, any end-user, is directly between Partner and third party, and Partner irrevocably releases RadioFM, its officials, employees, agents, officers, directors, subsidiaries, joint ventures, and its officials, employees and agents from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
- The courts at Mohali, Punjab – India. shall have jurisdiction in case of any dispute between any party concerned or aggrieved or related to the system, manner transmission, license of any type of dispute or any violation of this agreement. However, dispute if any, will be referred to the Arbitrator solely appointed by the RFM under the provisions of Indian Law i.e. Arbitration & Conciliation Act 1996. Fee of Arbitration will be paid by the parties in equal shares. Place of Arbitration shall be at Mohali
- Partner hereby agrees to indemnify and hold RFM harmless from any claim, action, suit or proceeding made or brought against RFM arising out of or related to your breach of any term of these Terms or the availability or use of Content in the Directory or on or through the Apps.
- RFM will use reasonable efforts to notify Partner of any such claim, action or proceeding for which it seeks an indemnification from you upon becoming aware of it, but if RFM is unable to communicate with you in a timely manner because of an inactive e-mail address for you, then your indemnification obligation will continue notwithstanding RadioFM’s inability to promptly contact you.
- Partner shall defend, indemnify and hold harmless RadioFM, its subsidiaries and Affiliates, and its and their employees, officers and directors from and against any loss, liability, damage, expense or claim, including penalties, interest and reasonable attorney’s fees and expenses, arising from or out of:
- The transmission, distribution, or performance of the Programming on the RFM Apps,
- Any breach, or alleged breach, of any of Partner’s representations, warranties or obligations under this Agreement;
- Any claim that Partner does not have all requisite rights to license the Programming or the Provider Marks to RFM for use as contemplated in this Agreement;
- Any claim by any third party that the Programming violates or infringes any third party’s copyright, trademark, right of publicity or any other intellectual property right, is defamatory, libelous or slanderous, or infringes any other right of any third party, or that Partner, the Programming or the Provider Marks violates or has violated any other law, regulation, ordinance, judgment or ruling;
- Any claim that Partner has not obtained all rights, waivers, permissions and clearances necessary for RFM to distribute, transmit and/or perform the Programming as contemplated in this Agreement;
- All notices and other communications in connection with or relating to this Agreement or the subject matter hereof shall be in writing, shall be communicated by e-mail. Any e-mail communication deemed to have been validly and effectively given on the date of such communication, if such date is a business day and such delivery was made prior to 5:00 p.m. IST, otherwise it will be deemed to have been delivered on the next business day. The email address for RFM correspondence is: email@example.com
- The parties to this agreement mutually agree to maintain the confidentiality of information, which would be reasonably deemed as confidential. This includes information relating to products, product configurations, audio technology, software design, specifications, business strategies and plans, customer lists, business partners and research and development as well as the terms, stipulations, and language contained in this Agreement are considered to be confidential (the Confidential Information). Partner agrees not disclose any Confidential Information to third parties including any employees or contractors who do not have a need to know such information, and shall take reasonable measures to protect the secrecy of, and to avoid disclosure and unauthorized use of, the Confidential Information. Partner shall immediately notify RFM in the event of any unauthorized or suspected use or disclosure of the Confidential Information.