Partner Indexing Agreement

PIAPARTNER · RadioFM · SAS Nagar Mohali, Punjab – India

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 the 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 or other mediums to RadioFM and/or selecting/clicking "I Agree", You electronically sign and accept this agreement with all terms & conditions mentioned herein. In case you disagree with any of the terms, you should not click/select the "I Agree" or email the details to index your Radio station/podcast in our online directory.

1. Definitions

"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") and also owner of a podcast who wants 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 the internet to be used 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, Mobile Apps, In-car Entertainment systems, Entertainment devices, Robotics, Smart TVs — developed or designed by RadioFM or its subsidiaries (collectively referred as "Apps").

2. Grant of Rights

By agreeing to this agreement, partner hereby authorizes RadioFM to:

Add its station/podcast to the RadioFM list, or allow any other user to use it by playing its contents through RadioFM.
Include/index station/podcast(s) in the Directory with self-managed interface on RadioFM Partners app/website (https://partners.appradiofm.com) and/or through support over email.
Use station/podcast(s) streaming link, metadata, and other graphical presentation in Apps.
Identify the real-time or through the station/podcaster's guide the content being streamed, previously transmitted, or to be transmitted in future.
Link and publicly display/perform any information provided by a station/podcast or in its stream/transmission including radio DJ information, song lyrics, song information, artist biographies, concert information and the like (collectively referred as "Content").
Reformat or transcode the streaming to facilitate receipt through any website, application and/or device capable of receiving a stream. Nothing in this agreement makes RadioFM the transmitting/streaming entity.
Not to infringe any copyright of musical work or sound recordings embedded within the stream/transmission.
On registration with RadioFM, partner grants rights to list its station/podcast on all platforms of RadioFM including 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 perform advertising in conjunction with the station/podcast's stream at RadioFM's discretion.

3. 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 related information (collectively referred as "Metadata"). This will be displayed and distributed by RadioFM in Apps.
Partner will have sole editorial control over programming and content. RadioFM will not edit, add, or delete from the programming without prior written consent of partner. Partner shall be solely responsible for acquiring, aggregating, scheduling, and delivering programming to RadioFM and shall bear all related costs and expenses.
Partner shall deliver programming via the Internet at Partner's sole cost using protocols requested by RadioFM.
Partner will use commercially reasonable efforts to assist RadioFM in facilitating the availability of station/podcast(s) to users.
Both parties may choose to implement links and logos on each other's websites to cross-promote products and services.

4. 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 with RadioFM but is available on the internet authorizes RadioFM or any of its users to link said Partner without consent. In that case, the Partner will be responsible for the genuineness, validity and all licenses and copyrights by all concerned legal representatives and authorities. Partner warrants that contents uploaded on the internet are valid and genuine under applicable licenses and copyrights until deleted 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 limited by bankruptcy, reorganization, insolvency or similar laws governing enforcement of creditors' rights.

Partner further represents, warrants, and covenants 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, including all necessary licenses required for reproduction, public display, communication to the public, and public performance of copyrighted musical works and sound recordings.
Partner has filed all necessary paperwork and complies with the rates, terms, and conditions of applicable statutory licenses of Copyright Act or has entered into binding agreements with respective copyright holders.
RadioFM will not owe any royalties to any third party — including performing rights or collective licensing organizations, music publishers, sound recording copyright owners, record labels, vocalists, musicians, songwriters, composers, unions, guilds, producers or engineers — for any reproductions or public performances made when RadioFM facilitates transmissions from station/podcast to users through the Apps.

5. Reservation of Rights

Both parties acknowledge that no ownership interest in intellectual property or other rights are assigned or transferred under this PIA. Except for licenses expressly granted, Partner retains all rights, title, and interest in the Metadata and Content, and RadioFM retains all rights in its services, the Radio Directory, the Website, the Applications, and any software utilized to operate the foregoing.
Each party shall continue to own any information collected through its own service, website, stream, player or device, including personally identifying transaction data, clickstream data, and demographic information. The other party shall not obtain any rights in such information or associated advertising revenues.
RadioFM 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.

6. Termination

The term of this PIA shall commence as of the date of Partner's acceptance (the "Effective Date") and will remain effective until terminated. Either party may terminate this PIA with 15 days prior written notice to the other party.
RadioFM may terminate this PIA immediately pursuant to the terms of its then-current repeat infringer policy.
RadioFM reserves the right, in its sole discretion, to remove Partner's station/podcast, including all Content and metadata from the Service and Directory at any time, for any or no reason, without notice or liability.

7. Users

Persons 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.
Users initiating play of a station/podcast by clicking on a link in the Radio Directory are subject to the Terms of Service available at https://appradiofm.com/terms-of-use/. RadioFM may revise the Terms of Use at any time.

8. Licensing

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 truthfully communicate the availability of programming on the Apps.
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, resize, and otherwise use the partner's slogans, logos, trademarks and/or information to advertise, market and promote the station/podcast in any and all media now known or hereafter devised.
RadioFM reserves the right to revise these Terms in an immaterial manner at any time at its sole discretion without prior notice. Material changes will endeavor to receive prior notice. Continued use of the Service after revised Terms are posted constitutes binding acceptance.

9. Advertising & Revenue

RadioFM 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. RadioFM will have no obligation to share any portion of advertising revenue generated with Partner.
Partner shall not claim any license fee, royalty or any other charges earned by RadioFM by indexing the station/podcast on its apps, websites, platforms, or by users of RadioFM.

10. Representations and Warranties

Partner shall not deliver to RadioFM any programming for which it does not have all requisite intellectual property and other rights to license to RadioFM. Partner has obtained all necessary rights from third parties including all necessary rights to broadcast and publicly perform musical compositions and sound recordings worldwide.
Partner commits to provide RadioFM with correct and comprehensive information regarding its company and entities, and shall maintain up-to-date information using the Partner Account. Partner shall keep indemnified and hold harmless RadioFM from any claim, costs, demands, expenses and liabilities resulting from erroneous information.
Partner acknowledges and agrees that inclusion in RadioFM is at Partner's own risk. 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. RadioFM hereby disclaims all warranties and conditions, either express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, accuracy, quiet enjoyment, title, and non-infringement.
RadioFM makes no warranty that the service will meet your requirements or be available on an uninterrupted or error-free basis. RadioFM will not be liable for any damages to, or viruses that may infect the service.
In any dispute between Partner and a third party in connection with use of the service, that dispute is directly between Partner and the third party. Partner irrevocably releases RadioFM, its officials, employees, agents, officers, directors, and subsidiaries from any and all claims, demands and damages of every kind and nature 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. However, any dispute will first be referred to a sole Arbitrator appointed by RadioFM under the Arbitration & Conciliation Act 1996. Fee of Arbitration will be paid by parties in equal shares. Place of Arbitration shall be at Mohali.

11. Indemnification

Partner hereby agrees to indemnify and hold RadioFM harmless from any claim, action, suit or proceeding made or brought against RadioFM arising out of or related to Partner's breach of any term of these Terms or the availability or use of Content in the Directory or on or through the Apps.
RadioFM will use reasonable efforts to notify Partner of any such claim upon becoming aware of it.
Partner shall defend, indemnify and hold harmless RadioFM, its subsidiaries and affiliates, and its employees, officers and directors from and against any loss, liability, damage, expense or claim arising from: the transmission, distribution, or performance of programming on the RadioFM Apps; any breach of Partner's representations, warranties or obligations under this Agreement; any claim that Partner does not have all requisite rights to license the programming; any claim that the programming violates or infringes any third party's copyright, trademark, or other intellectual property right; and any claim that Partner has not obtained all necessary rights and clearances for RadioFM to distribute, transmit and/or perform the programming.

12. Notices

All notices and other communications shall be in writing and communicated by e-mail. Any e-mail communication is deemed validly and effectively given on the date of such communication if delivered prior to 5:00 p.m. IST on a business day, otherwise on the next business day. The email address for RadioFM correspondence is: support@appradiofm.com

Confidentiality

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 and language contained in this Agreement ("Confidential Information"). Partner agrees not to 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 avoid disclosure and unauthorized use of the Confidential Information. Partner shall immediately notify RadioFM in the event of any unauthorized or suspected use or disclosure of the Confidential Information.