TERMS AND CONDITIONS

These Terms and Conditions [which, along with one or more ordering documents (each, an "Order") executed by Innovation Syndicate LLC doing business as RadioPromo.io ("RadioPromo.io," "we," "us," or "our") and you, constitute the agreement (the "Agreement")] is entered into effective as of such Order signature date (the "Effective Date"). The Agreement refers to your company as "you" or "Customer." This Agreement governs your access to and use of the RadioPromo.io platform and services.

Description of Services. RadioPromo.io provides a subscription-based software platform that enables users to search for and discover radio station contacts, program directors, and related information to facilitate radio promotion and airplay opportunities (the "Services"). The Services include access to our AI-powered search engine, contact databases, and related tools as described on our website and in the applicable Order.

Order. Each Order will specify the subscription plan, fees, and any additional terms applicable to your use of the Services. By executing an Order or subscribing through our website, you agree to be bound by these Terms and Conditions. In the event of a conflict between these Terms and Conditions and an Order, the Order shall control.

Professional Services. RadioPromo.io may offer professional services such as one-on-one consultations, radio promotion strategy sessions, or other advisory services ("Professional Services"). Professional Services are subject to separate terms and fees as agreed upon in writing between you and RadioPromo.io.

Support and Maintenance. RadioPromo.io will provide reasonable technical support for the Services via email at contact@radiopromo.io. We will use commercially reasonable efforts to maintain the availability and functionality of the Services, including performing routine maintenance and updates. Scheduled maintenance windows will be communicated in advance when possible.

Tools. RadioPromo.io may make available certain tools, APIs, or integrations as part of the Services. Your use of such tools is subject to this Agreement and any additional terms provided with the tools. RadioPromo.io reserves the right to modify, suspend, or discontinue any tools at any time with reasonable notice.

Statistics. RadioPromo.io may collect and compile statistics regarding the use of the Services in aggregated and anonymized form ("Statistics"). RadioPromo.io owns all rights in the Statistics and may use them for any lawful business purpose, including improving the Services, conducting research, and publishing industry reports, provided that such Statistics do not identify you or any individual user.

Warranty. RadioPromo.io warrants that the Services will perform materially in accordance with the documentation provided on our website. If the Services fail to conform to this warranty, your sole and exclusive remedy shall be for RadioPromo.io to use commercially reasonable efforts to correct the non-conformity or, if RadioPromo.io is unable to do so within a reasonable time, to terminate your subscription and refund any prepaid fees for the unused portion of the subscription term.

Customer Data. "Customer Data" means all data, information, and materials submitted by you or on your behalf to the Services. You retain all ownership rights in your Customer Data. You grant RadioPromo.io a non-exclusive, worldwide, royalty-free license to use, process, and store your Customer Data solely to provide the Services to you. RadioPromo.io may also use Customer Data in anonymized and aggregated form as part of its data science program to improve the Services and develop new features. RadioPromo.io will maintain reasonable security measures to protect your Customer Data from unauthorized access or disclosure.

Your License to Access the Services. Subject to your compliance with this Agreement and payment of all applicable fees, RadioPromo.io grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the subscription term solely for your internal business purposes. You shall not: (a) sublicense, sell, resell, transfer, assign, or distribute the Services; (b) modify or make derivative works based upon the Services; (c) reverse engineer or access the Services to build a competitive product or service; (d) copy any features, functions, or graphics of the Services; (e) use the Services to store or transmit infringing, libelous, or otherwise unlawful material; (f) use the Services to send spam or unsolicited bulk communications; or (g) use the Services in violation of any applicable law or regulation.

Payment. You agree to pay all fees specified in the applicable Order or as displayed on our website at the time of subscription. Payments may be made via PayPal, Stripe, or credit card. All fees are non-refundable except as expressly set forth in this Agreement. If your payment method fails or your account is past due, we may suspend or terminate your access to the Services. You are responsible for all taxes associated with your subscription, excluding taxes based on RadioPromo.io's net income.

Term and Termination.

Term; Automatic Renewal. Your subscription begins on the date you subscribe and continues for the period specified in your Order or subscription plan. Unless you cancel your subscription before the end of the current billing period, your subscription will automatically renew on a monthly basis at the then-current rate. You may cancel your subscription at any time through your account settings or by contacting us at contact@radiopromo.io.

Termination by Either Party. Either party may terminate this Agreement: (a) upon thirty (30) days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such notice period; or (b) immediately if the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, or liquidation. RadioPromo.io may also terminate this Agreement or suspend your access to the Services immediately if you violate any provision of this Agreement.

Effect of Termination. Upon termination or expiration of this Agreement: (a) your right to access and use the Services will immediately cease; (b) you shall pay all amounts owed to RadioPromo.io through the effective date of termination; and (c) all provisions that by their nature should survive termination shall survive, including Sections regarding Limitation of Liability, Indemnity, Confidentiality, and General Provisions.

Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." RADIOPROMO.IO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. RADIOPROMO.IO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. RADIOPROMO.IO DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR TIMELINESS OF ANY CONTACT INFORMATION OR DATA PROVIDED THROUGH THE SERVICES.

Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL RADIOPROMO.IO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY. RADIOPROMO.IO'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO RADIOPROMO.IO DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Indemnity. You agree to indemnify, defend, and hold harmless RadioPromo.io, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your violation of this Agreement; (c) your violation of any applicable law or regulation; or (d) your Customer Data.

Confidentiality.

Confidential Information. "Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as "confidential" or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business plans, technical data, product plans, customer lists, financial information, and trade secrets.

Non-disclosure and Restricted Use. Each party agrees: (a) not to disclose the other party's Confidential Information to any third party except as permitted under this Agreement; (b) to protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) to use the other party's Confidential Information only for the purposes of performing its obligations or exercising its rights under this Agreement.

Your Responsibilities. You are responsible for: (a) maintaining the confidentiality of your account credentials; (b) all activities that occur under your account; (c) ensuring that your use of the Services complies with all applicable laws and regulations, including CAN-SPAM and other anti-spam laws; (d) the content and legality of any communications you send using information obtained through the Services; and (e) obtaining any necessary consents or permissions required for your use of the Services and the data obtained through the Services.

Notices. All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or sent by certified or registered mail, return receipt requested, to the addresses specified in the Order or to such other address as either party may designate in writing. Notices to RadioPromo.io should be sent to: Innovation Syndicate LLC, 4924 Balboa Blvd #502, Encino CA 91316, or via email to contact@radiopromo.io.

Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (except for payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

Publicity. Neither party shall use the other party's name, logo, or trademarks in any publicity, advertising, or marketing materials without the prior written consent of the other party. Notwithstanding the foregoing, RadioPromo.io may include your name and logo in its customer lists and marketing materials, and you may identify RadioPromo.io as your service provider, in each case subject to any trademark usage guidelines provided by the other party.

Links to Third Party Web Sites. The Services may contain links to third-party websites or services that are not owned or controlled by RadioPromo.io. RadioPromo.io has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that RadioPromo.io shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services.

Submissions. If you provide RadioPromo.io with any feedback, suggestions, or ideas regarding the Services ("Submissions"), you grant RadioPromo.io a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Submissions in any form, media, or technology now known or later developed. You acknowledge that RadioPromo.io is not obligated to use any Submissions and that you have no right to compensation for any Submissions.

General Provisions. This Agreement constitutes the entire agreement between you and RadioPromo.io regarding the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any dispute arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. The failure of either party to exercise any right or enforce any obligation under this Agreement shall not constitute a waiver of such right or obligation. You may not assign or transfer this Agreement without RadioPromo.io's prior written consent. RadioPromo.io may assign this Agreement without restriction. This Agreement is binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.