1. Who you are contracting to 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 3rd Floor, Waterford House, Waterford Road, Diep River, Cape Town, South Africa (hereinafter referred to as “iono.fm”).
1.2. This Service is offered subject to your acceptance as the content publisher (“Publisher”) without modification of all of the terms and conditions (“T&C”) contained herein.
If you do not agree to these T&C, do not continue to use any of the iono.fm Services. Your continued use of any of our Services will constitute acceptance of these T&C, unmodified by you.
2.1. “Audio Content” shall mean the audio content to be hosted, distributed or streamed via our 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, distribution and streaming system (including the ad delivery technology) developed by iono.fm.
2.5. “Services” shall mean the services more fully described in clause 3 below.
2.6. “Cover Art” shall mean the graphics, descriptive wording or images uploaded by the Publisher to the Platform to be associated with the publisher content.
3.1. iono.fm shall:
3.1.1. provide streaming as per the streaming commercial offering;
3.1.2. provide podcasting plans as per the podcast commercial offerings;
3.1.3. evaluate the Audio Content provided and determine whether it is suitable to be hosted, distributed and / or streamed on the Platform;
3.1.4. perform the necessary processing of the Audio Content to allow that content to stream and / or 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;
3.1.6. provide usage and download reports via the administrator portal for the Publisher;
3.1.7. ensure that Audio Content is removed immediately on the instruction of the Publisher if required;
3.1.8. sell audio advertisements in the Audio Content, share such revenue with the Publisher as agreed between the Publisher and iono.fm in writing and pay the Publisher when iono.fm has been paid by brand owner or its appointed agency;
3.1.9. present Publisher with ad proposals for acceptance in accordance with the terms and conditions contained herein;
3.1.10. accept instructions to run ad campaigns in the Publisher’s content in accordance with pre-agreed in writing terms and conditions.
4.1. These T&C’s will commence on date of first audio upload or live stream 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. Streaming and Podcasting services:
5.1.1. iono.fm will invoice the Publisher in advance in accordance with the applicable fees for the services that you subscribe to above.
5.1.2. Invoices will be payable 7 (seven) days from date of invoice, failing which the Service may be suspended without notice.
5.1.3. All prices are tied to USD - iono.fm may on a quarterly basis (during April, July, October and January each year) adjust the prices to provide for significant changes in the foreign exchange rate. (For the purposes of calculating this price change, a change in the foreign exchange rate will be significant if, at the time of calculation, the cost has increased or decreased by at least 5% (five percent) compared with the USD foreign exchange cost determined at the previous time of calculation.)
5.2.1. Should the insertion of advertising in the Audio Content be agreed with the Publisher, then iono.fm will notify the Publisher of any advertising sold during the previous month whereafter the Publisher can invoice iono.fm for its share of the advertising revenue as agreed.
5.2.2. iono.fm shall monthly render an invoice to the advertiser, or its appointed agent, in respect of any completed advertising campaign and use reasonable endeavours to collect on any such invoice and pay the Publisher its share of the invoice;
5.2.3. iono.fm shall not be liable for collection of the campaign revenue in the event that the advertiser or its agent fails to pay and shall cede to the Publisher any claim against the advertiser or their agent;
5.3. VAT: All prices include VAT unless stated otherwise.
6. Intellectual property
6.1. The Publisher confirms and acknowledges that it produces its own Audio Content and designs its own Cover Art and either owns all right title and interest, including copyright, in and to, this Audio Content and Cover Art or is licensed to distribute this Audio Content and or use the Cover Art by the copyright holder.
6.2. iono.fm acknowledges that it hosts and distributes the Audio Content on behalf of the Publisher and as such the audio files uploaded to the Platform remain the sole property of the Publisher and the parties agree that on termination of the Agreement iono.fm will delete and / or destroy all derivative copies of the Audio Content.
6.3. The Publisher 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.
6.4. The Publisher 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 Publisher grants iono.fm a non-exclusive, non-transferable, royalty-free, worldwide license to use and display the Publisher trademarks and / or logos provided by the Publisher for the sole purpose of advertising and promoting the Publishers content that is hosted and distributed via iono.fm’s Platform.
8. Limitation of liability
8.1. The Publisher shall have no claim against iono.fm for any direct, incidental, special, indirect or consequential loss of whatever nature arising from using any of the iono.fm services, 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 Publisher 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.
10.5. You choose the address specified by you when signing up for the service for all purposes relating to this agreement, including the giving of any notice or the serving of any process.