IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU AND RADIOYO, INC. AND ITS AFFILIATES, SUCCESSORS, PARENTS, SUBSIDIARIES, ASSIGNS, LICENSEES, AND DESIGNEES (COLLECTIVELY “RADIOYO, “WE” OR “US” OR “OUR”). THIS WEBSITE, LOCATED AT WWW.RADIOYO.FM (THE "WEBSITE"), IS OWNED AND OPERATED BY RADIOYO. THIS LEGAL AGREEMENT SETS FORTH THE TERMS AND CONDITIONS UNDER WHICH RADIOYO WILL PERMIT YOU (HEREINAFTER REFERRED TO AS "YOU," “YOUR,” OR “REGISTRANT”), UPON REGISTRATION, TO ACT AS EITHER:
PLEASE NOTE: YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS REGISTRATION AGREEMENT AS THEY GOVERN YOUR ACCESS TO AND USE OF THE BROADCAST SERVICES, AS WELL AS ANY AUDIO, PROGRAMS, SERVICES, TOOLS, MATERIALS, CONTENT OR INFORMATION AVAILABLE THROUGH THE WEBSITE OR USED IN CONNECTION WITH YOUR BROADCASTS (HEREINAFTER COLLECTIVELY REFERRED TO AS THE “BROADCAST SERVICES”). YOUR ACCESS TO AND USE OF THE BROADCAST SERVICES ARE SUBJECT TO THIS REGISTRATION AGREEMENT (THE “REGISTRATION AGREEMENT”), AS WELL AS ALL APPLICABLE LAWS AND REGULATIONS, AND OUR USER AGREEMENT LOCATED AT WWW.RADIOYO.FM, WHICH IS INCORPORATED HEREIN BY REFERENCE, ALONG WITH ANY OTHER TERMS AND CONDITIONS SET FORTH BY RADIOYO IN WRITING. IN REGARD TO THE BROADCAST SERVICES, TO THE EXTENT THIS REGISTRATION AGREEMENT CONFLICTS WITH ANY OTHER RADIOYO TERMS AND CONDITIONS, THIS RADIOYO REGISTRATION AGREEMENT SHALL GOVERN.
RADIOYO IS WILLING TO LICENSE AND ALLOW THE USE OF THE BROADCAST SERVICES BY YOU ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS REGISTRATION AGREEMENT. IF YOU DO NOT AGREE WITH THIS REGISTRATION AGREEMENT, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE ANY OF OUR HOST SERVICES. YOUR ACCESS TO AND USE OF THE BROADCAST SERVICES CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THIS REGISTRATION AGREEMENT. THIS REGISTRATION AGREEMENT MAY BE CHANGED, MODIFIED, SUPPLEMENTED OR UPDATED BY RADIOYO FROM TIME TO TIME WITHOUT ADVANCE NOTICE BY POSTING HERE AND IF THEY DO CHANGE ANY FUTURE ACTIVITIES, USE OR BROADCASTS BY YOU, YOU WILL BE SUBJECT TO ANY SUCH CHANGED, MODIFIED, SUPPLEMENTED OR UPDATED REGISTRATION AGREEMENT IF YOU CONTINUE TO USE THE BROADCAST SERVICES AFTER SUCH CHANGES ARE POSTED. THE DATE THIS REGISTRATION AGREEMENT WAS LAST UPDATED IS STATED AT THE END OF THIS DOCUMENT. YOU ARE ENCOURAGED TO REVIEW THE WEBSITE AND THIS REGISTRATION AGREEMENT PERIODICALLY FOR UPDATES AND CHANGES.
In order to use any of the Broadcast Services, You must first register with RadioYo. When registering, You must provide all of the information that is requested, which will include certain information about Yourself, including name, age, address and email address.
For Hosts, we will also gather some information related to Your intended broadcast (a broadcast is any original programming created by You for the purpose of hosting on the Website, “Broadcast”), including a brief description, name of the program, planned frequency and whether or not the show is intended for mature audiences. You will also be asked to create a user name and password, and to create an “avatar” that will represent You on the Website. The username and password that You provide are Your credentials ("Credentials"), and You will use these Credentials in order for RadioYo to authenticate You as a registered user and approved Host. You may not have more than one active set of Credentials. Additionally, You are prohibited from selling, trading, or otherwise transferring Your Credentials to another party. You also agree to provide true, accurate, current and complete information about Yourself as prompted during the registration process. If You provide any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or RadioYo has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we reserve the right to suspend or terminate Your account and refuse any and all current or future use of the Broadcast Services and Website (or any portion thereof). You are responsible for maintaining the confidentiality of Your Credentials. You agree to accept responsibility for all activities that occur under Your account. You agree to notify us immediately - by emailing us at firstname.lastname@example.org - of any unauthorized use of Your account or any other breach of security.
AGE REQUIREMENTS FOR REGISTRANTS
Use of the Broadcast Services is intended solely for users who are 18 years of age or older, and any registration by, use of or access to the Broadcast Services by anyone under 18 is unauthorized, and in violation of this Registration Agreement. By using the Broadcast Services, You represent and warrant that You are 18 years of age or older. Notwithstanding the foregoing, if You are in a jurisdiction in which the minimum age permissible by law to use the types of services provided by the Broadcast Services are different than the above, all references to the minimum age requirement in this section shall instead be replaced with the minimum age permitted in Your jurisdiction.
Once registered, Hosts will be provided a voice over IP number that will allow guests and Listeners to call into Your Broadcast. Please note that if You do not use the number assigned to You for a Broadcast within thirty (30) days of such assignment – or You do not Broadcast a program at least once every month - we reserve the right to cancel Your assigned number. At the time You are provided a voice over IP number, You will also be provided the opportunity to setup certain parameters for Your Broadcast, including program segmentation, commercials and bumpers, etc. Currently, RadioYo does not impose any restrictions on such Broadcast parameters as bit rate, storage space, length of show, etc. However, RadioYo reserves the right to impose restrictions, parameters and/or limits on use, as it sees fit, in our sole discretion, and You hereby agree to abide by any such future restrictions, parameters and/or limits.
RadioYo offers a marketplace for Registrants to buy, sell, upload, and share content on the Web Site (“Marketplace”).
Hosts have the discretion to charge any price for their Broadcasts made available for download, for personal, non-commercial uses only. Any subsequent unauthorized non-personal use of any Broadcast is strictly forbidden. The price of any Broadcast is subject to the discretion of the Host. For each purchase of a particular Broadcast, RadioYo will collect and retain 5% of the revenue, and has the discretion to change the percentage it collects, at any time, upon notice.
Sound Designers may also charge a price for, upload, store on the RadioYo Platform, and/or give away any audio clip (the “Audio Clip”), the price of which is left at the discretion of the Sound
Designer, and may be changed at any time. Each Audio Clip used in connection with a Broadcast is under a non-exclusive license, permitting the limited use of displaying, publicly performing, reproducing, or distributing the Audio Clip solely in connection with a Broadcast. Any and all other uses are limited to personal, non-commercial use. Any unauthorized non-personal use of any Audio Clip is strictly forbidden. For each purchase of a particular Audio Clip, RadioYo will collect and retain 10% of the revenue, and has the discretion to change the percentage it collects, at any time.
All lawfully acquired content, purchased or otherwise made available via the Marketplace shall be downloaded onto each Registrant’s personal computer. Any Audio Clip lawfully obtained, to be used in connection with a Broadcast, shall thereafter be uploaded to the RadioYo Platform by the Host, to be stored in the Host’s private library (the “Library”). Each Library gives a Host an area to store and access its uploaded or purchased Audio Clips for editing on the RadioYo editing software. Additional Library storage space may be purchased by a Registrant at any time, and RadioYo reserves, in its sole discretion, the ability to change or otherwise alter the price for additional storage.
RadioYo provides the ability to create and edit Your Broadcast right on the RadioYo Platform. Access to the editing software enables simple dragging and dropping of clips from the RadioYo Library to the tracks provided for editing.
LICENSE; GRANT OF RIGHTS
With respect to any content You, as Registrant, make available on the RadioYo Platform, You hereby grant RadioYo an irrevocable, royalty-free and fully-paid, non-exclusive, perpetual right and license throughout the world to transmit, perform publicly, perform digitally, reproduce, store, distribute and syndicate with rights to sublicense through multiple levels of sub-licensees, make derivative works of, compilations of, and publicly display and publicly provide access to, release and play, in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights to Your Broadcasts, in whole or in part, for any and all purposes. For the avoidance of doubt, the preceding license includes the right of RadioYo to provide end users as well as third parties – which may include other websites or Internet services – the right to access and listen to Your Broadcasts. You also acknowledge and agree that RadioYo shall not be liable for any unauthorized uses of Your Broadcasts by end users or any other third parties.
You also hereby provide us the right to include Your user name and descriptions of Your Broadcasts in any directory and in promotions associated with RadioYo.
ADVERTISING; REVENUE SHARING PROGRAM
You acknowledge and agree that RadioYo may serve print advertisements, audio/video advertisements and other forms of advertisements and promotions (the “Broadcast Advertisements”) in connection with Your Broadcasts, and that You shall not in any way, manner or form interfere with, block or deride such Broadcast Advertisements. The subject matter, frequency, placement and extent of the Broadcast Advertisements shall be determined by RadioYo, in our sole discretion. You agree that You may not incorporate any advertising, or conduct any other paid sponsorship or promotional activities of any kind or nature, in or in connection with Your Broadcasts without first obtaining RadioYo’s prior written consent.
As a Host, You have the opportunity to share in the revenue generated by Your Broadcasts (the “Ad Revenue”) by joining the revenue sharing program (the “Revenue Sharing Program”). You can opt to join the Revenue Sharing Program when You register, or anytime thereafter by going to www.radioyo.fm. (Please note that in order to join the Revenue Sharing Program You must have a valid PayPal account). Once You have joined, You will be entitled to receive forty percent (40%) of the Ad Revenue for advertising impressions from Your RadioYo listeners that visit Your profile or episode pages, as well as the Ad Revenue from Your live and archived Broadcasts.
Any Host-earned Ad Revenue will not be paid until a minimum of twenty ($20) dollars has been accrued. Subsequent to the above threshold being met, RadioYo will pay out any Host-earned Ad Revenue approximately 1 month after it has accrued. (For example, Your January earnings will be credited to Your PayPal account in February). Payments are processed on or around the 15th of each month. Any disputes as to Ad Revenue earned will be determined and resolved by RadioYo, in its sole discretion. You are be responsible for keeping Your PayPal account information current and accurate, and RadioYo will have no liability for errors due to such non-current or inaccurate information. Host will pay any and all taxes imposed by governmental entities of whatever kind with respect to the payments of Ad Revenue, including penalties and interest, other than taxes based upon Host’s receipt of the Ad Revenue share. FOR PURPOSES OF CLARIFICATION, RADIOYO IS NOT RESPONSIBLE FOR, AND IS NOT THE ENTITY COLLECTING SALES OR INCOME OR OTHER TAXES WITH RESPECT TO YOUR RECIEPT OF AD REVENUE.
RadioYo hereby grants You a limited license to access and make use of the Broadcast Services for the express purposes detailed herein. This license does not include any resale or commercial use of the Broadcast Services other than for the permissible transmitting of Broadcasts or Audio Clips via RadioYo (see “Marketplace”). Neither the Broadcast Services nor any portion thereof may be reproduced, duplicated, copied, sold, resold, visited, nor otherwise exploited for any commercial purpose without the express written consent of RadioYo. RadioYo retains all right, title, and interest in the Broadcast Services, including any and all intellectual property right, and we reserve all rights not expressly granted. Any unauthorized use by You terminates the permission or license granted herein by RadioYo.
MONITORING; REFUSAL OR TERMINATION OF SERVICES
RadioYo has the right, but not the obligation, to monitor any Broadcast and all related activity associated with the Broadcast. We may investigate any reported violations of our policies or complaints and take any action that we deem appropriate. RadioYo reserves the right to refuse or halt transmission of any Broadcasts for any reason, or refuse to provide access to the Broadcast Services to anyone at any time in its sole discretion.
HOST COVENANTS, REPRESENTATIONS AND WARRANTIES
In addition to any other statements, assertions, representations or warranties made by You in this Registration Agreement, You hereby represent and warrant the following: a) You have full right and power to enter into and perform this Registration Agreement, and that all statements made by You are true and accurate; b) You shall not create a false identity for the purpose of misleading others or impersonate any person or entity; c) You shall not use any audio or other content that You do not have a right or license to use, reproduce, or otherwise transmit as contemplated hereunder; d) You shall not violate any applicable local, state, national or international law; e) neither Your Broadcasts, Audio Clips, nor any portion thereof will infringe any intellectual property rights (common law or otherwise), including any patent, trademark, trade secret, copyright or other proprietary rights of any party, and You have or have obtained all necessary rights, consents and permissions to grant to RadioYo the licenses and use contemplated by this Registration Agreement; f) You shall not transmit or broadcast any message, information, audio or other content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, would constitute hate speech be or otherwise objectionable, or that may invade another's right of privacy or publicity under applicable law; g) You shall not transmit or broadcast any viruses, Trojan horses, worms, or other disabling devices or harmful components intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and h) in regard to any musical compositions and/ or sound recordings used in Your Broadcasts, You own or control all rights in any such sound recordings including all rights in the underlying composition; or all writers of the songs embodied in the sound recording are affiliated with BMI, ASCAP or SESAC, and the sound recording is subject to a compulsory public performance license under DMCA, 17 U.S.C. Section 114.
You agree to defend, indemnify, and hold harmless RadioYo, its affiliates, its contractors, and all of their respective directors, officers, employees, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, accountants, and attorneys from and against any and all suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, attorneys’ fees and litigation expenses) relating to or arising from: a) Your use of the Broadcast Services or Your Broadcasts; b) any act or omission by You; c) any breach by You of this Registration Agreement, including any breach by You of any covenant, representation or warranty made by You. This indemnification obligation shall survive any termination of this Registration Agreement.
YOUR USE OF THE BROADCAST SERVCIES IS AT YOUR SOLE RISK. THE BROADCAST SERVICES, AND ANY REALTED RESOURCES, CONTENT, MATERIALS, OTHER INFORMATION ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS, AND RADIOYO EXPRESSLY disclaims all warranties and conditions with respect to the broadcAst service AND ALL ELEMENTS THEREOF, whether implied, express, or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, noninfringement of third-party rights, SATISFACTORY QUALITY, quiet enjoyment and accuracy. RADIOYO MAKES NO WARRANTY THAT THE BROADCAST SERVICES, AND ANY REALTED RESOURCES, CONTENT, MATERIALS, OTHER INFORMATION ACCURATE, TIMELY, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, OR THAT ANY SUCH PROBLEMS WILL BE CORRECTED.
LIMITATION OF LIABILITY
In addition to the above warranty disclaimers, YOU UNDERSTAND AND AGREE THAT RADIOYO WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS OR GOOD WILL, AND THE LIKE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF RADIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL RADIOYO'S LIABILITY FOR MONETARY DAMAGES ARISING OUT OF OR RELATED TO OBLIGATIONS FOUND IN THIS AGREEMENT EXCEED ONE DOLLAR.
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE BROADCAST SERVICES IS PREDICATED UPON
YOUR ACCEPTANCE OF THIS LIMIATION OF LIABLITY, AND IF YOU DO NOT ACCEPT THEN YOU
SHOULD NOT USE ANY OF OUR BROADCAST SERVICES OR TRANSMIT ANY BROADCASTS VIA RADIOYO.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION
OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE
ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT
HAVE ADDITIONAL RIGHTS.
COMMENCEMENT OF AGREEMENT; TERMINATION
This Registration Agreement shall commence upon Your registration as a Host and, unless terminated by RadioYo earlier, shall continue until You cancel Your registration and delete Your Credentials. RadioYo may terminate this Agreement immediately, without notice, for any or no cause, and at any time. Without limiting the preceding sentence, RadioYo may terminate Your access to the Broadcast Services immediately and without notice if: (a) You breach, or we believe You may breach, this Registration Agreement; (b) RadioYo is unable to verify or authenticate any information You provide to us; or (c) Your Broadcasts violate any applicable laws, rules, ordinances, regulations, statutes or other standards of any governing body.
This User Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of laws principles. You and RadioYo agree that any and all disputes arising out of or related to this Agreement shall be resolved solely through binding arbitration pursuant to the provisions of this paragraph 8 and the then-current rules of the American Arbitration Association (to the extent not inconsistent with this paragraph 8). Any arbitration arising out of or related to this Agreement shall be held in the Borough of Manhattan in the City and State of New York, before one independent arbitrator agreed upon by both parties. Any arbitration will be final and binding, and the arbitrator's order will be entered and enforceable in any court of competent jurisdiction. The arbitrator will be chosen within thirty (30) days of the date that any issue is submitted to arbitration (the "Submission Date"), discovery (if any) will be completed within sixty (60) days after the Submission Date, the arbitration hearing will occur within ninety (90) days after the Submission Date, and the arbitrator must render his or her decision, in writing, within thirty (30) days after the conclusion of the arbitration hearing. The prevailing party shall be entitled to an award of the costs of any arbitration, including reasonable attorney's fees.
Entire Agreement. This Registration Agreement – and as it may be amended from time to time - constitutes the entire understanding of the parties with respect to the subject matter hereof. There are no understandings, agreements, conditions or representations, oral or written, express or implied, with reference to the subject matter hereof, that are not merged herein, expressly referenced herein, or superseded hereby.
Assignment. No right or license under this Registration Agreement may be assigned or transferred by You. Any assignment, transfer or delegation in contradiction of this provision will be null and void. This Registration Agreement, including the rights and obligations herein, may be assigned by RadioYo for any reason without notice to You or Your consent.
Subcontracting. RadioYo may freely subcontract its duties and obligations under this Registration Agreement; any such permitted subcontracting shall not release You from any of Your obligations under this Registration Agreement.
Force Majeure. RadioYo shall not be liable for any failure or delay in performance due in whole or in part to any cause beyond our reasonable control, or the reasonable control of out contractors, agents or suppliers, including but not limited to utility or transmission failures, power failure, strikes or other labor disturbances, acts of God, acts of war or terror, floods, sabotage, fire, natural or other disasters.
Governing Law. It is agreed by the parties hereto that venue of any action arising under this Agreement shall be in New York County, New York, and the laws of the State of New York (excluding its conflicts of laws rules) shall govern this Registration Agreement. Should we have something about settling differences through arbitration first?
Independent Contractor. Nothing contained in this Registration Agreement or in the relationship between Host and RadioYo shall be deemed to constitute a partnership, joint venture, or any other relationship between the Host and RadioYo except as is limited by the terms of this Registration Agreement.
Severability. If any provision of this Registration Agreement is held by a court or arbitrator of competent jurisdiction to be contrary to law, then the remaining provisions of this Registration Agreement will remain in full force and effect.
Waiver. The failure RadioYo at any time to require performance by Host of any provision of this Registration Agreement shall not affect in any way the full right to require the performance at any subsequent time. The waiver by RadioYo of any provision of this Registration Agreement shall not be taken or held to be a waiver of the provision itself. Any course of performance shall not be deemed to amend or limit any provision of this Registration Agreement.
Survival. All provisions that must survive in order to give effect to their meaning shall survive any expiration or earlier termination of this Registration Agreement, including, without limitation all of Your representations, warranties.
Date this Registration Agreement was Last Updated: April 8, 2014.