1. WHO YOU ARE CONTRACTING WITH WHEN YOU UPLOAD CONTENT
1.1 www.iono.fm (the “Website”) is owned and operated by Iono Broadcasting (Pty) Ltd, a South African private company with Registration Number: 2008/007479/07 and with its principal place of business at 4th Floor, Waterford House, Waterford Road, Diep River, Cape Town, South Africa (hereinafter referred to as “iono.fm”).
1.2 Content Providers who upload content via the administrator portal to the Website (“Content Providers” or “you”) are bound by these terms and conditions (“T&C”). If you do not agree to these T&C, do not continue to upload Audio Content to the Website. Your continued use of the Website will constitute acceptance of these T&C, unmodified by you.
2.1 “Audio Content” shall mean the audio content to be hosted and distributed on the Platform;
2.2 “Intellectual Property” means all present and future rights in the Platform and any other rights which may in the future be based thereon, including but not limited to copyright, trademarks, Know-How and any other rights in the Platform;
2.3 “Know-How” means all confidential information of whatever nature relating to the Intellectual Property, the Platform and its exploitation, including but not limited to technical information, techniques, designs, specifications, formulae, systems, processes, ideas, marketing and business methods;
2.4 “Platform” shall mean the online and mobile media content transcoding, hosting and distribution system developed by iono.fm.
3.1 iono.fm shall:
3.1.1 provide commercial podcasting plans as per the iono.fm podcast information page.
3.1.2 evaluate the Audio Content provided and determine whether it is suitable to be hosted on the Platform;
3.1.3 perform the necessary processing of the Audio Content to allow that content to stream and download more efficiently over the Platform and such processing may include reproducing Audio Content on the iono.fm servers and iono.fm will incur all associated costs related to technology maintenance and Platform enhancements;
3.1.4 use commercially reasonable efforts to distribute the Audio Content to as many users of the Platform as possible;
3.1.5 provide usage and download reports via the administrator portal for the Content Provider;
3.1.6 ensure that Audio Content is removed immediately on the instruction of the Content Provider if required;
3.1.7 with the Content Provider’s prior consent, sell audio advertisements in the Audio Content and share such revenue with the Content Provider as agreed between the Content Provider and iono.fm.
4.1 These T&C will commence on date of first audio upload and continue for an indefinite period, unless terminated by the either party on 1 (one) month’s written notice.
5. FEES AND PAYMENT
5.1 Podcasting services:
iono.fm will invoice the Content Provider in accordance with the applicable podcasting plan which fees will be payable within 7 (seven) days of the due date reflected on the invoice.
5.2.1 Should the insertion of advertising in the Audio Content be agreed with the Content Provider, then iono.fm will notify the Content Provider of any advertising sold during the previous month whereafter the Content Provider can invoice iono.fm for its share of the advertising revenue as agreed.
5.2.2 For the sake of clarity, iono.fm does not carry the risk for non payment of the advertising inserted in the Audio Content by a brand owner or its appointed agent or any other 3rd party who places the advertising insertion order with iono.fm.
5.2.3. If applicable, iono.fm will invoice the Content Provider for advertising services rendered if by agreement the additional services were required by iono.fm for the insertion of the advertising into the Audio Content hosted on the Platform.
6. INTELLECTUAL PROPERTY
6.1 The Content Provider confirms and acknowledges that it produces its own Audio Content and either owns all right title and interest, including copyright, in and to, the audio content or is licensed to distribute certain audio content by the copyright holder of the Audio Content.
6.2 The Content Provider shall not copy the whole or any part of the Platform, reverse engineer, disassemble, translate, adapt, modify, alter or in any way decode the whole or any part of the Platform or its source code.
6.3 The Content Provider acknowledges that any and all of the Intellectual Property used or embodied in or in connection with the Platform will remain the sole property of iono.fm.
7. TRADEMARK LICENSE
7.1 The Content Provider grants iono.fm a non-exclusive, non-transferable, royalty-free, worldwide license to use and display the Content Provider trademarks and / or logos provided by the Content Provider for the sole purpose of advertising and promoting the Content Providers content that is hosted and distributed via iono.fm’s Platform.
7.2 The Content Provider grants iono.fm a non-exclusive, non-transferable, royalty-free, worldwide license to use and display the Content Provider trademarks and / or logos provided by the Content Provider for the sole purpose of advertising and promoting the Content Providers content that is hosted and distributed via iono.fm’s Platform.
8. LIMITATION OF LIABILITY
8.1 The Content Provider shall have no claim against iono.fm for any direct, incidental, special, indirect or consequential loss of whatever nature, including but not limited to loss of use and/or loss of profits and/or loss, spoiling or recovery of data, arising from the misuse of the Platform or the malfunctioning of the Platform or any other cause, whether occurring in contract, delict or otherwise.
8.2 iono.fm shall not be bound by any warranty, condition, undertaking or term, express or implied, as to the condition, quality, performance or fitness for a particular purpose of the Platform, or any part thereof, not expressly provided for in these T&C.
8.3 The Content Provider indemnifies iono.fm and holds it harmless against any and all claims, fines, demands and liabilities arising directly or indirectly from the uploading of Audio Content to the Platform and / or the provision of any services (including advertising services) by iono.fm in terms of these T&C
9. TERMINATION AND BREACH
9.1 Should either party materially breach any T & C and fail to remedy such breach within 14 (fourteen) days after receiving notice requiring such remedy, then the other party shall be entitled without prejudice to its other rights in law including any right to claim damages, to cancel these T&C.
10.1 These T&C shall be governed and shall be construed in accordance with the laws of the Republic of South Africa.
10.2 iono.fm may, in its sole discretion, change these T&C or any part thereof at any time on notice to you. It is your responsibility to ensure that you are satisfied with the amendments. Should you not be satisfied with the amendments, you must refrain from using in any way the Website and from uploading Audio Content.
10.3 If a provision of this T&C is or becomes illegal, invalid or unenforceable that shall not affect the validity or enforceability of any other provision in this T&C.
10.4 Either party may cede or assign all or any of its obligations under this T&C without the consent of the other.