Publisher Terms

1. Recordal

1.1. iono.fm provides online audio services including streaming, podcasting and advertising.
1.2. The Publisher 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.
1.3. The Publisher wishes to distribute its audio content via the iono.fm Platform.
1.4. Both parties agree to be bound by the “Publisher Terms” defined in this document.

Publisher Terms

2. Who you are contracting to when you upload content

2.1. 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 registered business address at 22 Dreyer Street, Claremont, Cape Town, South Africa (hereinafter referred to as “iono.fm”).
2.2. These Services are offered subject to your acceptance as the content publisher (“Publisher”) without modification of all of these terms and conditions (“T&Cs”).

3. Definitions

3.1. “Administrator Portal” means the facility made available by iono.fm on the Website for the Publisher or Advertiser to procure and manage the provision of the Services.
3.2. “Advertiser” means an advertiser, its agent, or an authorised sales house other than the Publisher which places or wishes to place advertisements in Audio Content.
3.3. “Advertising Revenue” means the fee paid by an Advertiser for inserting advertising into Audio Content.
3.4. “Advertising Service” means one of the advertising Services described in clause 6.
3.5. “Audio Content” means the audio content to be hosted, distributed or streamed via the Platform on behalf of the Publisher
3.6. “Campaign” means an arrangement where an Advertiser or the Publisher (as the case may be) contracts with iono.fm to insert audio advertisements the Publisher’s Audio Content.
3.7. “Cover Art” means the graphics, descriptive wording and/or images uploaded by the Publisher to the Platform to be associated with the Audio Content.
3.8. “Intellectual Property” means copyright, patents, registered designs, trademarks (whether registered or not), trade secrets, database rights, design rights, service marks, Know-How and other intellectual property rights and rights to claim something as confidential information, including in other jurisdictions that grant similar rights.
3.9. “Know-How” means all confidential information of whatever nature relating to the Platform and its exploitation, including but not limited to technical information, techniques, designs, specifications, formulae, systems, processes, ideas, marketing and business methods.
3.10. “Platform” means the entire platform provided by iono.fm under these terms and conditions, including but not limited to, all the software related to the Services which enables the online and mobile media content transcoding, hosting and distribution of the Publisher’s content and streaming system (including the ad delivery technology) operated by or on behalf of iono.fm.
3.11. “Service” means the overall service provided by iono.fm to the Publisher in terms of this agreement.
3.12. “Hosted Service” means one of the streaming or podcasting Services described in clause 5.

4. Duration

4.1. These terms and conditions will commence on the date of first audio upload or live stream and continue for an indefinite period, unless terminated by the either party on one (1) month’s prior written notice.

5. Hosted Services

5.1. iono.fm will provide the radio streaming and podcast hosting services as selected by the Publisher using the Administrator Portal:
5.1.1. radio streaming as per the streaming commercial terms described on the Administrator Portal; and
5.1.2. podcast hosting plans as per the podcast commercial terms described on the Administrator Portal.
5.1.3. other ancillary services provided alongside radio streaming and podcast hosting plans.
5.2. The Publisher may make changes to the Hosted Services using the Administrator Portal at any time, and these changes will take effect immediately.
5.3. Furthermore, in providing the Hosted Services iono.fm will:
5.3.1. 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. iono.fm will incur all associated costs related to technology maintenance and Platform enhancements;
5.3.2. use commercially reasonable efforts to distribute the Audio Content and to make the Hosted Services available 24 hours a day, and 365 days a year, except for scheduled and unscheduled maintenance;
5.3.3. provide usage reports via the Administrator Portal for the Publisher;
5.4. iono.fm may evaluate the Audio Content provided by the Publisher to determine whether it is suitable to be hosted and distributed by the Platform, and may at its sole discretion reject any unsuitable Audio Content. iono.fm may reject such Audio Content before it is made available via the Platform, or it may remove it after it has been made available and will not be liable for any loss that the Publisher may suffer as a result of such rejection or removal.
5.5. Fees & Payment for Hosted Services:
5.5.1. Fees for Hosted Services will be as described on the Administrator Portal and will apply to the Hosted Services with effect for the date on which the Hosted Services commence.
5.5.2. iono.fm will invoice the Publisher in advance for the monthly Hosted Services package fees and in arrears for any monthly usage fees. Annual payment may be considered upon request or made a requirement for service in case of repeat non-payment.
5.5.3. All fees for Hosted Services are tied to USD - iono.fm may on a quarterly basis (during April, July, October and January each year) adjust the fees 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. Adjusted fees will be published on the Administrator Portal, and will become effective immediately.

6. Advertising Services

6.1. iono.fm provides three forms of advertising service via the Platform, being “Direct Internal”, “Direct External” and “Platform Campaigns”. These are described in clauses 6, 7, 8 and 9.
6.2. Notification of potential Campaigns, Publisher opt-in and opt-out to participation in Campaigns, Publisher acceptance or Campaigns and the terms relating to the Publisher participating in particular Campaigns will be set out and managed via the Administrator Portal. Nonetheless, iono.fm may at its discretion use other methods, such as email or paper forms, to fulfil these functions.
6.3. Campaigns or the Publisher’s participation in Campaigns will be subject to the terms set out in these T&Cs and also subject to any further terms and conditions set out on the Administrator Portal or otherwise agreed between iono.fm and the Publisher.
6.4. Advertisement impressions may be inserted into pre-arranged points in the Audio Content, and will be filled based on the parameters for a particular Campaign alongside rules from Publisher. iono.fm has the sole discretion as to the algorithm used to determine which insertions to utilise.
6.5. For podcasts, insertion of opening billboards of longer than 15 seconds, as well as closing billboards, are subject to the length of the podcast episode and may be unsuitable on shorter episodes. Ad placement is subject to inventory availability. Episodes longer than a length stipulated by the Administrator Portal may also be ineligible for ad insertion.
6.6. All reporting on the progress of Campaigns can be accessed via the Administrator Portal.

7. Direct Internal

7.1. With the “Direct Internal” Advertising Service, the Publisher itself arranges for audio advertisements to be placed in its own Audio Content, in exchange for a fee charged by iono.fm to the Publisher. In this scenario, the Publisher acts as the Advertiser and iono.fm merely accepts and inserts the audio advertisements provided to it by the Publisher.
7.2. The Publisher must present iono.fm with a proposal for a Campaign using the Administrator Portal. The proposal will include:

• Duration
• CPM (cost per thousand) for impressions
• Total budget
• Any geographic or time targeting required and as available on the Platform
  7.3. iono.fm may reject any proposed Campaign at its sole discretion.
  7.4. iono.fm cannot guarantee campaigns to start on the requested start date if the audio booking and required elements such as advert material is received later than two (2) business days before the requested start date of the Campaign.
  7.5. iono.fm may evaluate the audio advertisements provided by the Publisher to determine whether it is suitable to be distributed and / or streamed on the Platform, and may at its sole discretion reject any audio advertisement if it is found to be unsuitable. iono.fm may reject such audio advertisement before the Campaign has commenced, or it may remove it after the Campaign has commenced and will not be liable for any loss that the Publisher may suffer as a result of such rejection or removal.
  7.6. If iono.fm accepts the proposal it will insert audio advertisements into the Publisher’s Audio Content according to the terms of the proposal.
  7.7. Should a Campaign be cancelled while already running, the Advertiser may be invoiced for advertisements served up to that date.
  7.8. iono.fm will invoice the Publisher monthly in arrears for the Advertising Service. Should the Campaign be of short duration, iono.fm may invoice in advance.

8. Direct External

8.1. With the “Direct External” Advertising Service, iono.fm contracts with an Advertiser to place audio advertisements in Audio Content in exchange for advertising fees.
8.2. iono.fm will notify the Publisher of Campaigns that iono.fm, in its sole discretion, may consider appropriate for the Publisher’s Audio Content.
8.3. The Publisher must opt-in to iono.fm making its Audio Content available for each such Campaign and may opt-out at any time during the Campaign. Opt-out mechanisms may also be used based on iono.fm’s discretion.
8.4. iono.fm will insert audio advertisements into the Publisher’s Audio Content in accordance with the terms agreed with the Advertiser for that Campaign.
8.5. iono.fm will retain 20% percent of the Advertising Revenue received from the Advertiser for audio impressions inserted. However, no monies will be owed by iono.fm or paid to the Publisher until the Advertiser has paid the Advertising Revenue relating to the Campaign in question to iono.fm in full. Additionally, ad payouts for advertising impressions may be withheld while a Publisher account is in arrears.
8.6. iono.fm will render an invoice to the advertiser, agency or sales house booking the campaign for the provider and platform portion of the sale. This may be rendered on a monthly basis or once at the end for shorter campaigns, according to the agreed delivery schedule.
8.7. Upon receiving payment of the Advertising Revenue, iono.fm will issue a purchase order to the Publisher setting out the amount payable (ad payout) to the Publisher for the Campaign(s) concerned, whereafter the Publisher may invoice iono.fm for its share of the Advertising Revenue as indicated in the purchase order.
8.8. iono.fm will not be liable for collection of the Advertising Revenue in the event that the Advertiser or its agent fails to pay and will cede to the Publisher any claim against the Advertiser or their agent.
8.9. Purchase orders are valid for 6 months from the date of issue, and iono.fm will not be liable for payment on invoices received after purchase order expiry.

9. Platform Campaign

9.1. A “Platform Campaign” Advertising Service is the same as a Direct External Advertising Service except that the advertising can be targeted to defined criteria, such as user device, sports category etc. The Publisher must opt-in to receive this Advertising Service and must have set up the correct criteria for its Audio Content, but once it has done so, it will be enrolled in all suitable Campaigns (subject to iono.fm’s discretion).

10. General Payment Terms

10.1. Invoices for Services are payable on the indicated due date, failing which the Service in question may be suspended without notice.
10.2. The Publisher is responsible for providing correct banking details.
10.3. All fees are stated inclusive of VAT, unless otherwise stated.
10.4. The Publisher consents to receipt of electronic invoices.
10.5. The Publisher must pay all amounts due to iono.fm in the indicated currency without deduction or set-off for any reason.

11. Intellectual property

11.1. 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.
11.2. The Publisher acknowledges that it is not commercially feasible for iono.fm to verify the origin of the Audio Content and/or Cover Art, and consequently the Publisher must ensure that it only uploads Audio Content and/or Cover Art if it is the owner or is licensed to use it for the Services, and warrants that such use of the Audio Content and/or Cover Art will not infringe the Intellectual Property rights of any third party.
11.3. 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.
11.4. The Publisher may 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.
11.5. 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.

12. Trademark license

12.1. The Publisher grants iono.fm a non-exclusive, non-transferable, royalty-free, worldwide license to use and display the Publisher trademarks and/or logos as provided by the Publisher for the purposes of hosting the content on the Platform and promoting the content for advertising.

13. Limitation of liability

13.1. The Publisher will 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.
13.2. iono.fm will 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&Cs.
13.3. 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&Cs, including without limitation any claim against iono.fm for the infringement of a third party’s Intellectual Property Rights.

14. Termination and breach

14.1. Should either party materially breach any T&Cs and fail to remedy such breach within 14 (fourteen) days after receiving notice requiring such remedy, then the other party will be entitled without prejudice to its other rights in law including any right to claim damages, to cancel these T&Cs.

15. General

15.1. These T&Cs will be governed and construed in accordance with the laws of the Republic of South Africa.
15.2. This agreement constitutes the sole record of the agreement between the parties in relation to the subject matter hereof.
15.3. No addition to, variation, novation or agreed cancellation of any provision of this agreement will be binding upon the parties unless reduced to writing and signed by or on behalf of the parties.
15.4. No indulgence or extension of time which either party may grant to the other will constitute a waiver of or, whether by estoppel or otherwise, limit any of the existing or future rights of the grantor in terms hereof, save in the event and to the extent that the grantor has signed a written document expressly waiving or limiting such right.
15.5. iono.fm may, in its sole discretion, change these T&Cs 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.
15.6. If a provision of these T&Cs is or becomes illegal, invalid or unenforceable that will not affect the validity or enforceability of any other provision in these T&Cs.
15.7. Neither party may cede or assign all or any of its rights and obligations under these T&Cs without the consent of the other, which consent may not be unreasonably delayed or withheld.
15.8. The Customer chooses the address specified when signing up for the Services for all purposes relating to this agreement, including the giving of any notice or the serving of any process.