Fio First: Terms and Conditions

Last Updated: December 31, 2024

These Terms and Conditions ("Terms") govern participation in the "Fio First" program (the "Program" or "Fio First"), offered by Fio Technology, Inc. ("we," "us," or "our"). By enrolling in Fio First, you ("Artist" or "you") agree to be bound by these Terms. If you do not agree, you may not participate in the Program.

1. Program Overview

1.1 Exclusive Early Release: Under Fio First, the Artist agrees to release designated musical works ("Music") exclusively on Fio for a period of two (2), three (3), or four (4) consecutive weeks ("Fio First Period").

1.2 Royalty Incentive: In exchange for this exclusivity, Fio offers enhanced streaming royalties during the Fio First Period:

  • Two (2) Week Exclusive: 3 cents (USD) per eligible stream

  • Three (3) Week Exclusive: 2.5 cents (USD) per eligible stream

  • Four (4) Week Exclusive: 2 cents (USD) per eligible stream

2. Eligibility and Enrollment

2.1 Eligibility: Fio First is open to any Artist who:

  • Owns or controls the rights to distribute the Music

  • Has the legal capacity to enter into this Agreement

  • Has at least one release on the Fio platform.

  • Is in good standing with respect to all prior agreements with Fio

2.2 Enrollment Process: To enroll in Fio First, the Artist must complete the required submission process through their Fio account and select the desired exclusivity term (2, 3, or 4 weeks).

2.3 Quality Standards: The Artist's submitted Music and any associated materials must meet Fio's technical, quality, and completeness requirements. If the submitted material is deemed incomplete, or if it does not meet our technical or quality standards, Fio reserves the right to delay or cancel the Fio First release until the issues are resolved.

2.4 Technical Requirements: All submitted Music must meet the following specifications:

a) Audio Quality:

  • Minimum bit rate of 320kbps in MP3 format or 16-bit/44.1kHz in WAV format

  • Maximum peak normalization of -1.0 dB

  • No audio clipping or distortion

b) Metadata:

  • Complete and accurate metadata including ISRC codes

  • Comprehensive composer and songwriter information

  • Publishing details and rights ownership documentation

  • Accurate genre classification and content tags

c) Cover Art:

  • High-resolution (minimum 3000x3000 pixels) artwork in JPG or PNG format

  • Clear copyright ownership documentation for artwork

  • Compliance with Fio's content guidelines

2.5 Collaborator Rights: The Artist warrants that they have obtained all necessary rights, licenses, and clearances from any collaborators, producers, featured artists, and other rights holders associated with the Music.

3. Exclusivity Requirements

3.1 Exclusive Release: During the Fio First Period, the Artist must not release or make the Music publicly available on any other major music or streaming platform, including but not limited to Spotify, Apple Music, Amazon Music, YouTube, Tidal, Hallow, or any similar platform. This restriction extends to:

  • Alternative versions or arrangements of the Music

  • Remixes or reimagined versions

  • Instrumental or acapella versions

  • Live recordings of the Music

3.2 Artist Obligation: The Artist shall not authorize, permit, or facilitate the public availability of the Music on any platform other than Fio during the Fio First Period. This includes the Artist's own social media pages, websites, or any promotional channels that would make the full track publicly streamable.

3.3 Public Performances and Radio: For clarity, typical live performances are permitted; however, any broadcast or streaming of the Music outside of Fio that makes the full track publicly accessible is not permitted under this Agreement.

3.4 Promotional Content: Artists may release up to ninety (90) seconds of the Music on social media platforms solely for promotional purposes during the Fio First Period. Any longer excerpts or full versions are strictly prohibited.

3.5 Industry Professional Access: The Artist may provide private, non-downloadable streaming links to industry professionals (such as radio programmers, playlist curators, or music supervisors) provided that:

  • Access is password-protected or otherwise restricted

  • Links are provided individually and not publicly shared

  • Recipients agree to confidentiality terms

  • Fio is notified in advance of such arrangements

4. Royalty Payments

4.1 Stream Eligibility: A "stream" shall be considered eligible for enhanced royalty calculation when:

  • The stream exceeds sixty (60) seconds in duration

  • The stream originates from a valid user account

  • The stream complies with Fio's anti-fraud policies

  • The stream is not determined to be artificially generated or manipulated

4.2 Payment Calculation: Streaming royalties for the Fio First Period will be calculated based on the number of eligible streams reported by our platform metrics.

4.3 Payment Schedule: Royalties earned under Fio First will be paid according to Fio's standard royalty payment schedule.

4.4 Minimum Payments: Royalty payments will be issued when the accrued amount reaches USD 50.00 or more.

4.5 Currency and Payment Methods:

  • All payments will be made in United States Dollars (USD)

  • Currency conversion rates will be determined at the time of payment

  • Artists may select from available payment methods including ACH, wire transfer, or other approved payment systems depending upon availability

  • Any payment processing fees may be deducted from the royalty payment

4.6 Tax Documentation and Withholding:

a) United States Artists:

  • Must provide a valid IRS Form W-9 prior to receiving any payments

  • Will receive an IRS Form 1099-MISC (Box 2 Royalties) for payments totaling $10 or more in a calendar year

  • Must notify Fio of any changes to tax status or information within 30 days

b) International Artists:

  • Must provide a completed IRS Form W-8BEN or W-8BEN-E, as applicable

  • May be subject to withholding at the applicable treaty rate or 30% statutory rate

  • Must provide valid proof of foreign tax residency to qualify for treaty benefits

  • Must notify Fio of any changes to tax residency or status within 30 days

c) General Provisions:

  • Fio reserves the right to withhold payments until proper tax documentation is received

  • Fio will comply with all applicable tax reporting requirements

  • Artists are responsible for their own tax obligations and reporting requirements in their jurisdiction

  • Fio may seek reimbursement for any penalties or interest incurred due to incorrect information provided by Artist

5. Breach of Exclusivity

5.1 Consequences of Breach: If at any time during the Fio First Period we become aware or have reason to believe that the Music is publicly available on another major platform or any platform in violation of these Terms:

a) Forfeiture of Royalties: All royalties accrued for the Music under Fio First shall be immediately forfeited.

b) Reversion to Normal Terms: The Fio First Period shall be deemed terminated, and any subsequent streams will accumulate royalties under Fio's standard (non-Fio First) rate effective as of the original release date.

5.2 Notification and Right to Cure: Fio may notify the Artist of the suspected breach. However, Fio reserves the right to withhold payments, terminate the Program for the Artist, or take other remedial measures without prior notice if it has clear evidence of breach.

6. Term and Termination

6.1 Term of Agreement: These Terms remain in effect from the date of Artist's enrollment in Fio First until the end of the Fio First Period or until terminated under these Terms.

6.2 Early Termination: Fio may terminate the Artist's participation in the Program at any time if the Artist breaches these Terms or if Fio decides, in its sole discretion, to discontinue or modify the Program.

6.3 Effect of Termination: Upon termination, the Artist's Music will no longer be subject to the Fio First rates. Any unpaid royalties under Fio First may be forfeited if the termination results from the Artist's breach.

7. Intellectual Property

7.1 Ownership: The Artist retains all intellectual property rights in and to the Music, subject only to the licenses granted herein.

7.2 License Grants: By enrolling in Fio First, the Artist grants Fio:

a) Exclusive Period License: For the duration of the Fio First Period, the exclusive, worldwide right and license to store, reproduce, transmit, stream, perform, and display the Music, subject to the streaming royalties described in Section 1.2.

b) Post-Exclusivity Terms: Following the Fio First Period, all rights and licenses to the Music shall automatically revert to being governed by Fio's standard Music Distribution Terms and Conditions, which Artist has separately agreed to and which are incorporated herein by reference.

8. Marketing and Promotion

8.1 Fio's Obligations: Fio agrees to:

  • Feature the Music prominently in relevant playlists and recommendations

  • Promote the Music through Fio's standard marketing channels

  • Provide the Artist with promotional assets and guidelines

  • Support the Artist's own marketing efforts with approved materials

8.2 Artist's Obligations: The Artist agrees to:

  • Promote their participation in Fio First through their available channels

  • Use Fio's approved marketing materials and messaging

  • Coordinate promotional activities with Fio's marketing team

  • Maintain exclusivity requirements during promotional activities

9. Confidentiality

9.1 Confidential Information: The Artist agrees to maintain the confidentiality of:

  • The specific terms of this Agreement

  • Payment rates and calculations

  • Marketing strategies and plans

  • Technical specifications and requirements

  • Any other non-public information related to Fio First

9.2 Permitted Disclosures: Confidential Information may be disclosed:

  • As required by law or legal process

  • To professional advisors under confidentiality obligations

  • With Fio's prior written consent

10. Force Majeure

10.1 Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to:

  • Internet or telecommunications failures

  • Cloud service provider outages

  • Natural disasters or acts of God

  • Government actions or regulations

  • Cybersecurity incidents or attacks

  • Public health emergencies

11. Dispute Resolution

11.1 Mediation: Any dispute arising under these Terms shall first be submitted to confidential mediation under the Commercial Mediation Procedures of the American Arbitration Association.

11.2 Litigation: If mediation is unsuccessful, any legal action shall be filed exclusively in the courts of the State of Delaware.

12. Representations and Warranties

12.1 Artist's Representations: The Artist represents and warrants that:

  • The Artist owns or controls all rights to the Music

  • The Artist has the full right and authority to enter into and comply with these Terms

  • The Music does not infringe or violate any third-party rights

  • The Artist will not make the Music publicly available on any other platform during the Fio First Period

12.2 Indemnification: The Artist agrees to indemnify and hold harmless Fio, its affiliates, and their respective directors, officers, employees, and agents from any claims arising out of or related to the Artist's breach of these Terms or violation of any law or the rights of any third party.

13. Limitation of Liability

13.1 No Liability for Platform Interruption: Fio shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including Internet outages, third-party platform disruptions, or force majeure events.

13.2 Limitation: To the maximum extent permitted by law, Fio's liability to the Artist for any damages arising under these Terms shall be limited to the total amount of royalties owed and unpaid to the Artist under Fio First at the time the claim arises.

14. Miscellaneous

14.1 Entire Agreement: These Terms, along with any additional agreements referenced within, constitute the entire agreement between the Artist and Fio concerning Fio First and supersede any prior oral or written understandings.

14.2 Changes to the Terms: We reserve the right to modify these Terms at any time, in our sole discretion. If we make material changes, we will notify you by email or by posting a notice on our platform. Your continued participation in Fio First after any such change constitutes your acceptance of the modified Terms.

14.3 Governing Law and Jurisdiction: These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any disputes shall be resolved exclusively in the courts located in the State of Delaware.

14.4 Severability: If any provision of these Terms is found to be unenforceable, that provision shall be severed or reformed to effectuate as closely as possible the parties' intent, and all other provisions shall remain in full force and effect.

14.5 No Waiver: The failure by Fio to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Contact Us

If you have any questions or concerns regarding these Terms or the Fio First program, please contact us at legal@streamfio.com.

By opting into Fio First, you acknowledge that you have read, understood, and agree to be bound by these Terms and any applicable Fio policies.