Radio Broadcaster Indexing Agreement
This Radio Broadcaster Indexing Agreement (RBIA) is made as of the date of acceptance of this agreement between You (Radio Broadcaster) 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 radio station as a Radio Broadcaster 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 in our online directory.
1. Definitions of words used in this agreement
- “Radio Broadcaster” (in shorten used as “RB” in agreement without quotes) is referred as an owner or operator of Internet only radio station/ webcast and/or Over the Air AM/FM broadcast stations and/or Satellite Radio/TV station (collectively referred to as Station further in agreement) who want to have their radio station/ audio stream programming listed in the free internet based online indexing service of RadioFM OR who has not listed it with RadioFM, RadioGenre.com or Radio Play Partners (hereinafter defined as RG and RPP), but has left its contents on internet to use it by playing its contents by anyone including RadioFM.
- RadioGenre.com (in shorten used as “RG” in agreement without quotes) is a self-managed Radio Broadcaster portal for easy/ quick management of Radio Station(s) by Radio Broadcaster themselves.
- Radio Play Partners (in shorten used as “RPP” in agreement without quotes) refer to the third party entities who agree(s) with the terms and conditions of RadioFM to whom RadioFM allows to use the Radio Index directory maintained by RadioFM for the purpose of playing of the Radio Station submitted for indexing by Radio Broadcaster through API or any other channel/ medium for the use of playing in their websites, software modules for various devices, mobile apps, Smart devices, Online Radios, Robotics, In-car Entertainment Systems, Smart TVs or any other module or application (collectively referred as “Third Party Apps” or “TPA”)
- RadioFM (in shorten used as “RFM”) is a company, which provides a platform to Radio Broadcaster to index their Radio Station(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”) or by Radio Play Partners in Third Party Apps (TPA).
2. Grant of Rights
By agreeing to this agreement RBIA, RB hereby authorizes RFM
- To add it in the list of RadioFM by RadioFM or by any other user to use it by playing its contents by anyone through RadioFM, RG or RPP.
- To include/ index Radio Station(s) in the Radio Directory with self-managed interface on RG and/or through the support over email by RadioFM
- To use Radio Station(s) streaming link, its meta data, other graphical presentation by RFM in Apps and RPP in TPA
- To identify the real time or through the Station Guide for the identification of content being streamed on Station(s) as well as any content previously transmitted by a Station or to be transmitted in future by Station.
- To link and publically display and publically perform any information provided by a Station or in Station 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 record/ store the streaming content played by RB over Radio Station by RFM or RPP on Apps or TPA storage or server storage of RFM & RPP and later access/ use on demand basis.
- To reproduce publically perform, publically display and distribute the metadata and to sublicense the foregoing rights of metadata to third parties (Radio Play Partners) for the purpose of providing access/list/search to Radio directory, display of metadata of Station provided by RB, play of Station on TPA and Apps (defined above). RB acknowledges and agrees that metadata may be used by these third parties through their websites, Applications and Devices that are powered by RG as part of its services including, by way of example but not limited to
- Search and Portal websites that identify broadcast radio streaming services as part of their search results
- Widgets that enabled websites to link to broadcast radio streaming media players
- Smart Internet connected devices but not limiting to mobile devices, tablet, desktop, computers, laptops, handheld gaming devices, book readers, set top boxes, in-car entertainment systems, auto, dongles, Robotics Smart TVs
- To reformat or transcode the streaming available by Station stream to facilitate the receipt of stream through any RPP, their websites, 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
- Not to infringe any copyright of musical work, sound recordings embedded with the stream/ transmission.
- To customize the presentation of Station’s streaming by RFM and its sublicenses to the end user. Notwithstanding with this sentence, RFM will not modify or edit a Station’s stream/transmission but RB authorizes RFM to publically display or publically perform advertising in conjunction with a Station’s stream as per the RFM discretion.
- To a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to reproduce, distribute, publically display, communicate to the user/public, publically perform, use and exploit the metadata, Station’s content available through Streaming/transmission for the purpose(s) contemplated in this agreement on devices or applications known today or developed hereafter.
- To grant each user the limited right to access and receive Station stream, metadata and content embedded therein as permitted through the functionality of Apps by RFM or TPA by RPP(s).
3. Radio Broadcaster Metadata
- Starting from the date of acceptance of this agreement, RB will provide suitable logo, streaming URL(s), Genre data, Station guide, Schedule and other Station related information collectively referred as “Metadata”. This will be displayed and distributed by RFM and RPPs in Apps and TPA.
- RB will have sole editorial control over the Programming, Content, and RFM 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 RB. RB shall be solely responsible for acquiring, aggregating, scheduling, and delivering to RG the Programming in accordance herewith, and shall bear all costs and expenses related thereto.
- RB shall deliver the Programming via the Internet to a collection point of RFM choosing, at RB’s sole cost and expense using protocols requested by RFM.
- RB will use commercially reasonable efforts to assist RFM in facilitating the availability of Station(s) to users and to make its streams available through the RFM and RPP’s Apps and TPA.
- Both RFM and RB agree to implement links, logos on each other’s website to cross promote the products and services. The size, look & feel and placement to be approved by both parties.
4. Radio Broadcaster License & Copyrights
- RB represents, warrants, and covenants to RFM that:
- RB is duly organized and validly existing under its organization, and has all requisite power and authority to execute, deliver and perform this RBIA and to consummate the transactions contemplated hereby;
- The RB, who does not list it with the RadioFM, RG or RPP, but is available on internet to use its contents by playing it by anyone in the world authorizes the RFM, RG, RPP or any of its users to link said RB with RFM, RG or RPP without the consent or information of respective RB and in said eventuality, the RB 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 RB on internet. RB 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 RB itself.
- RB has duly authorized the acceptance, execution, and delivery of this RBIA
- This RBIA constitutes a legal, valid and binding obligation of RB
- This RBIA is enforceable against RFM 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.
- RB further represents, warrants, and covenants to Company that:
- RB owns or has the necessary licenses, rights, consents and permissions to use and authorize RFM to use all trademark, copyright and other proprietary rights in and to the Metadata and Content in the manner contemplated by this RBIA and the Terms of Service, including obtaining all necessary licenses required for the Station’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 and RPP TPA;
- RB 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
- RFM 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 RFM facilitates transmissions from Stations to Users through the Apps or TPA.
5. 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 RBIA, and disclaim any and all implied licenses. Except for the licenses expressly granted in this RBIA, as between the parties, RB 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 RBIA, 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 or TPA by RPP without any notice to RB and without liability to RB.
- The term of this RBIA shall commence as of the date of RB’s acceptance of this RBIA (the “Effective Date”) and will remain effective till it’s terminated. Either party may terminate this RBIA with 15 days prior written notice to the other party. However, that RFM may terminate this RBIA 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 RB’s Station, including all Station 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 RFM Apps, RPP TPA, websites, Devices, and/or Applications may initiate and receive transmissions made from and by RB’s Station(s) through click/touch on the link provided in the Radio Directory access/search/list.
8. Broadcaster Stream
- Starting from the date of acceptance of this agreement, RFM shall provide a 24-hours, 7 days a week audio stream or streams for distribution by RFM. RFM will only index this Audio Stream in its Radio Directory services. Broadcaster will have sole editorial control over the Programming, Content, and RFM 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 Broadcaster.
- RB shall be solely responsible for acquiring, aggregating, scheduling, and delivering to RFM the Programming in accordance herewith, and shall bear all costs and expenses related thereto.
- RB shall deliver the Programming via the Internet to a collection point of RG choosing, at RB sole cost and expense using protocols requested by RG.
- RB hereby grants RFM a non-exclusive royalty-free, unrestricted (except as otherwise provided herein) license to transmit or re-transmit the Programming (the “License”). The License shall include the right for subscribers, recipients and users of the RFM Apps, RPP TPA, Mobile Apps (Radio FM), Smart TV App, In-car entertainment app, API, Play partners and/or any other medium that may be added or substituted therefore to publicly perform the Programming on and about their premises.
- RB hereby grants RFM a limited, non-exclusive, royalty-free license to use, on a worldwide basis, the names, trademarks and service marks of the Broadcaster, 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 and TPA by RPP.
- RFM shall use the Programming of Radio Stations in TPA, Apps directly by RFM or RPP.
- RB grant RFM, RPP 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 and the availability of the Station 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 RB enter into the fields provided on the Sign-Up Page/ Email or accessible through website or any other medium.
- RFM 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 RFM 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.
10. 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 Content on or through your Station. 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 through the Service, or include display advertising on any Apps/ TPA through which your Station 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 RFM with RB.
11. Representations and Warranties
- RB 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. RB 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.
- In all agreements with RB of third party content included in the Programming, Provider shall obtain the rights necessary for transmission of the Programming on the RFM Apps and TPA throughout the World in accordance with this Agreement.
- RB commits to provide RFM with correct and comprehensive information regarding its company and entities. RB shall maintain up-to-date information by using the RB Account, to which registration gives access. RB shall keep indemnified and hold harmless RFM and its RPP, from and against any claim, costs, demands, expenses and liabilities, which may result from erroneous information.
- RB acknowledges and agrees that inclusion in RFM is at RB’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 RFM hereby disclaims, on behalf of itself and RPP, 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 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. The services provided herein through RFM are free and without any type of consideration.
- In any dispute between RB and third party in connection with use of the service, including, without limitation, any end-user, is directly between RB and third party, and RB irrevocably release RFM, its officials and employees and agents, and our officers, directors, agents, subsidiaries, joint ventures, and employees and RPP, its officials and 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, the fee of whom will be paid by the parties in equal shares.
- RB hereby agree 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 or TPA.
- RFM will use reasonable efforts to notify RB 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 RFM’s inability to promptly contact you.
- RB shall defend, indemnify and hold harmless RFM, its subsidiaries and Affiliates, and its and their employees, officers and directors and RPP 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 and RPP TPA;
- Any breach, or alleged breach, of any of RB’S representations, warranties or obligations under this Agreement;
- Any claim that RB 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 RB, the Programming or the Provider Marks violates or has violated any other law, regulation, ordinance, judgment or ruling;
- Any claim that RB 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 protected], and [email protected]
- RB and RFM agree to mutually 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). RB 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. RB shall immediately notify RFM in the event of any unauthorized or suspected use or disclosure of the Confidential Information.