Terms of Service

1. Definitions

“Agreement” means these Terms, any order form, proposal, statement of work, signed agreement, online signup, service-specific terms, applicable policies, and any other written terms that apply to Customer’s use of the Services.

“Customer” means the person or entity that accesses, purchases, subscribes to, or uses the Services.

“Customer Content” means content, data, files, audio, video, text, images, metadata, donor records, subscriber records, user information, advertising materials, branding, logos, programming, prompts, instructions, and other materials submitted to or processed through the Services by or on behalf of Customer.

“Customer End Users” means listeners, viewers, donors, subscribers, users, clients, customers, advertisers, sponsors, staff, contractors, and other individuals or entities that interact with Customer or Customer’s properties through the Services.

“Order” means an order form, quote, proposal, statement of work, invoice, online checkout, usage plan, revenue-sharing arrangement, or other written or electronic ordering document accepted by RadioReformation.

“RadioReformation Technology” means the Services, software, APIs, code, systems, documentation, workflows, templates, dashboards, reports, tools, infrastructure, designs, business processes, know-how, analytics methods, models, algorithms, service-generated materials, and other technology or materials owned or developed by RadioReformation.

“Services” means the products and services provided by RadioReformation, including software-as-a-service, websites, dashboards, APIs, hosting, streaming, podcasting, on-demand services, donor management, advertising tools, reporting, analytics, transcription, summarization, support, and related services.

2. Agreement Structure and Order of Precedence

These Terms apply to all customers and users of the Services, including customers who sign up online, customers who sign an Order, customers with custom written agreements, API users, and authorized users of Customer accounts.

If Customer has a signed written agreement with RadioReformation, that signed agreement will control if it directly conflicts with these Terms. If there is a conflict among documents, the following order generally applies unless the signed agreement says otherwise:

1. A signed written agreement between Customer and RadioReformation;
2. An Order, proposal, or statement of work accepted by RadioReformation;
3. A Data Processing Addendum, if applicable to personal data processing;
4. Service-specific terms or policies;
5. These Terms;
6. The Privacy Policy.

Additional terms may apply to certain Services, features, integrations, beta products, APIs, or third-party tools.

3. Eligibility and Authorized Use

The Services are primarily intended for businesses, broadcasters, podcasters, media organizations, nonprofits, and other organizations. Individual podcasters and creators may also use certain Services where permitted by RadioReformation.

You must be at least 18 years old and legally able to enter into a binding agreement to use the Services. If you use the Services for an entity, you represent that you are authorized to act on behalf of that entity.

Customer is responsible for all activity under its account, including activity by employees, contractors, administrators, authorized users, API users, and anyone else who accesses the Services through Customer’s credentials, integrations, or systems.

4. Services

RadioReformation provides technology services that may include hosting, streaming, podcasting, on-demand media, APIs, donor management, reporting, analytics, advertising tools, transcription, summarization, and other related services.

The specific Services available to Customer may depend on the applicable Order, plan, configuration, custom agreement, or account settings. RadioReformation may modify, improve, suspend, discontinue, or replace features from time to time, provided that we will use reasonable efforts not to materially reduce core paid functionality during an active paid term without notice or a commercially reasonable alternative.

RadioReformation may provide beta, experimental, preview, or trial features. Those features may be changed, suspended, or discontinued at any time and may be subject to additional limitations.

5. Accounts and Security

Customer must provide accurate account, billing, and contact information and keep that information current.

Customer is responsible for maintaining the confidentiality of usernames, passwords, API keys, access tokens, and other credentials. Customer must promptly notify RadioReformation if it suspects unauthorized access, credential compromise, misuse, or a security issue involving its account.

RadioReformation may require password resets, credential rotation, additional authentication, account review, or other security measures where we reasonably believe they are necessary to protect the Services, Customer, Customer End Users, RadioReformation, or third parties.

6. Customer Responsibilities

Customer is responsible for its own business, content, users, audience relationships, donor relationships, advertiser relationships, legal obligations, and use of the Services.

Customer is responsible for:

• Obtaining all rights, licenses, permissions, consents, and authorizations needed for Customer Content and Customer’s use of the Services;
• Ensuring that Customer Content and Customer’s use of the Services comply with applicable law;
• Providing required privacy notices, disclosures, terms, consents, unsubscribe options, and other notices to Customer End Users;
• Managing Customer’s own accounts, roles, permissions, credentials, integrations, APIs, and third-party tools;
• Reviewing reports, analytics, AI outputs, donor records, advertising materials, and other service outputs before relying on them;
• Ensuring that Customer’s use of donor, subscriber, listener, audience, advertising, and payment-related data is lawful;
• Maintaining backup copies of important Customer Content and data;
• Responding to claims, requests, complaints, and disputes from Customer End Users, advertisers, sponsors, rightsholders, regulators, and other third parties; and
• Paying all fees and charges owed for the Services.

RadioReformation provides technology and related support. RadioReformation does not control Customer’s editorial decisions, programming, communications, donor relationships, advertising decisions, audience relationships, or business policies.

7. Customer Content and Licenses

As between Customer and RadioReformation, Customer retains ownership of Customer Content that Customer creates, owns, or lawfully submits to the Services, except as otherwise stated in a signed agreement, Order, revenue-sharing arrangement, or these Terms.

Customer grants RadioReformation a worldwide, non-exclusive, royalty-free license to host, store, copy, process, transmit, display, perform, distribute, modify, transcode, format, analyze, summarize, generate reports from, and otherwise use Customer Content as reasonably necessary to provide, secure, support, troubleshoot, improve, and bill for the Services; comply with law; enforce the Agreement; and fulfill Customer’s instructions.

Customer represents and warrants that Customer has all rights necessary to grant this license and to use Customer Content with the Services.

Customer is solely responsible for Customer Content and for ensuring that Customer Content does not violate law, infringe third-party rights, breach contractual obligations, or violate these Terms.

8. Service-Generated Materials and Revenue-Sharing Arrangements

RadioReformation owns all RadioReformation Technology. Customer does not acquire ownership of RadioReformation Technology by using the Services.

Unless a signed agreement or Order states otherwise, RadioReformation also owns materials, workflows, software outputs, configurations, templates, generated pages, platform designs, service-generated reports, automation logic, advertising delivery systems, data structures, internal analytics methods, and other materials created by or through RadioReformation Technology, excluding Customer Content owned by Customer.

If Customer participates in a revenue-sharing, managed-service, co-developed, or similar arrangement, then unless the applicable signed agreement or Order states otherwise, RadioReformation owns content, materials, configurations, derivative works, advertising tools, service-generated assets, and other outputs generated by RadioReformation’s Services or personnel for that arrangement, excluding Customer’s pre-existing trademarks, branding, and content supplied by Customer.

Customer may use service-generated materials only as permitted by the applicable Agreement and only during the period Customer is authorized to use the Services. Customer may not copy, export, reproduce, resell, reverse engineer, or use RadioReformation-owned materials outside the Services unless expressly permitted in writing.

9. Acceptable Use

Customer may not use the Services, and may not allow others to use the Services, to:

• Violate any law, regulation, court order, or third-party right;
• Infringe or misappropriate copyrights, trademarks, publicity rights, privacy rights, trade secrets, or other intellectual property rights;
• Upload, stream, publish, transmit, or distribute content that Customer does not have the right to use;
• Engage in fraud, deception, impersonation, phishing, identity theft, or misleading practices;
• Send spam or unlawful communications;
• Distribute malware, spyware, ransomware, viruses, worms, or malicious code;
• Interfere with, disrupt, overload, scan, probe, or attack the Services or related systems;
• Attempt to gain unauthorized access to systems, accounts, data, APIs, networks, or credentials;
• Circumvent security, authentication, rate limits, billing systems, usage limits, or access controls;
• Scrape, harvest, or collect data in violation of law, these Terms, or third-party rights;
• Reverse engineer, decompile, disassemble, or attempt to derive source code or underlying systems except where law expressly permits despite this restriction;
• Use the Services to develop a competing product or service;
• Abuse support, billing, trial, or promotional systems;
• Upload or process data that the Services are not designed or contracted to handle;
• Use the Services in a way that creates a security, legal, operational, reputational, or platform-integrity risk for RadioReformation, our customers, vendors, or third parties.

RadioReformation may remove content, restrict access, suspend accounts, or terminate Services if we reasonably believe Customer has violated this section or that continued use creates legal, security, operational, provider, or platform-integrity risk.

RadioReformation does not intend to moderate Customer viewpoints or topics. However, Customer’s use of the Services must comply with law, third-party rights, provider requirements, and these Terms.

10. Copyright, DMCA, and Rights Complaints

RadioReformation respects intellectual property rights and expects Customers to do the same.

Customer is responsible for ensuring that Customer has the necessary rights to upload, stream, reproduce, distribute, perform, publish, license, monetize, advertise, or otherwise use Customer Content through the Services.

If you believe content hosted through the Services infringes your copyright or other rights, you may send a notice to:

RadioReformation, LLC
Attn: Legal / Rights Complaint
PO Box 42
Dahlonega, GA
Email: legal@radioreformation.com

A copyright notice should include:

• Identification of the copyrighted work or other rights claimed to be infringed;
• Identification of the allegedly infringing material and where it is located;
• Your name, address, phone number, and email address;
• A statement that you have a good-faith belief that the disputed use is not authorized by the rights owner, its agent, or the law;
• A statement that the information in the notice is accurate and, under penalty of perjury, that you are the rights owner or authorized to act on behalf of the rights owner;
• Your physical or electronic signature.

RadioReformation may remove or disable access to allegedly infringing material and may suspend or terminate repeat infringers where appropriate. Customer is responsible for resolving rights disputes involving Customer Content.

11. Music, Broadcast, Podcast, and Licensing Responsibilities

Customer is responsible for all rights, licenses, permissions, royalties, reporting obligations, and payments required for Customer Content and Customer’s use of the Services.

This includes, where applicable, music rights, performance rights, publishing rights, sound recording rights, synchronization rights, mechanical rights, podcast rights, broadcast rights, streaming rights, on-demand rights, advertising rights, and other third-party rights.

Customer is responsible for obligations involving organizations such as SoundExchange, ASCAP, BMI, SESAC, GMR, record labels, publishers, artists, unions, licensing agencies, podcast networks, advertisers, sponsors, and similar organizations or rightsholders.

RadioReformation may provide tools, logs, streaming totals, reports, analytics, or data to support licensing, royalty, legal, or business reporting. RadioReformation does not guarantee that reports will satisfy Customer’s legal obligations, and Customer remains responsible for reviewing and submitting any required reports, payments, filings, or notices unless a signed agreement expressly states otherwise.

12. Donor Management, Payments, and Fundraising

RadioReformation may provide donor management, donation, subscription, billing, payment, reporting, receipt, and communication tools.

RadioReformation is not a bank, payment processor, money transmitter, tax advisor, accounting firm, fundraising consultant, charity regulator, legal advisor, or financial advisor. Payment card information is generally tokenized and handled by third-party payment providers such as Stripe, Authorize.net, PayPal, or similar processors.

Customer is responsible for:

• Donation receipts and tax acknowledgments;
• Fundraising disclosures and charitable solicitation compliance;
• Donor communications and consent requirements;
• Tax, accounting, bookkeeping, and financial reporting;
• Refunds, chargebacks, disputes, and payment reversals;
• Compliance with payment provider rules;
• Accuracy of donor records and reports;
• Any obligations to Customer End Users, donors, subscribers, regulators, or tax authorities.

Customer may use RadioReformation tools to send receipts, acknowledgments, and donor communications, but Customer remains responsible for their content, accuracy, timing, and legal compliance.

13. Advertising and Sponsorships

RadioReformation may provide tools for Customer to display, manage, schedule, report on, or sell advertising, sponsorships, underwriting, promotions, or similar placements.

Customer is responsible for all advertising and sponsorship content, claims, disclosures, targeting decisions, advertiser relationships, sponsor relationships, approvals, campaign rules, contest rules, political advertising rules, FTC compliance, state and federal advertising laws, industry rules, and Customer End User communications.

Customer is also responsible for the conduct and compliance of Customer’s advertisers, sponsors, agencies, representatives, and clients.

RadioReformation does not guarantee ad impressions, clicks, conversions, revenue, campaign performance, audience growth, donor activity, or business results unless expressly stated in a signed written agreement.

RadioReformation may remove, reject, suspend, or limit advertising or sponsorship content if we reasonably believe it violates law, third-party rights, provider requirements, these Terms, or creates legal, security, operational, reputational, or platform-integrity risk. Repeated non-compliance may result in suspension or termination.

14. APIs

RadioReformation APIs are a core part of the Services and are protected by these Terms.

Customer may use APIs only as authorized by RadioReformation and only for Customer’s internal business purposes or approved integrations. Customer must keep API keys, tokens, credentials, and access methods secure and confidential.

Customer may not:

• Share API keys or credentials with unauthorized parties;
• Use APIs to access data Customer is not authorized to access;
• Bypass usage limits, rate limits, billing systems, security controls, or access controls;
• Interfere with API performance or availability;
• Scrape, harvest, replicate, or bulk extract data except as authorized;
• Reverse engineer API functionality or underlying systems;
• Use APIs to develop a competing product or service;
• Use APIs in a way that violates law, third-party rights, or these Terms.

RadioReformation may apply rate limits, usage limits, technical restrictions, authentication requirements, monitoring, and security controls to APIs. We may change, suspend, deprecate, or discontinue APIs or API features with notice where reasonable, but we may act without prior notice where necessary for security, legal compliance, abuse prevention, platform integrity, or service reliability.

Customer is responsible for all activity using Customer’s API keys and credentials.

15. AI Features

RadioReformation may offer AI-enabled features such as transcription, summarization, metadata generation, content organization, and similar tools.

AI features are optional unless a signed agreement or Order states otherwise. Customer Content is processed by AI tools only when Customer enables, requests, configures, or uses an AI-enabled feature.

Customer is responsible for ensuring that Customer has the right to submit content to AI features and that the use of AI features complies with applicable law, contracts, privacy obligations, and Customer’s own policies.

AI outputs may be inaccurate, incomplete, offensive, misleading, or unsuitable for Customer’s intended use. Customer is responsible for reviewing, editing, approving, and verifying AI outputs before publishing, distributing, relying on, or using them.

AI features and outputs are not legal, tax, accounting, financial, medical, professional, regulatory, or compliance advice. Customer should not rely on AI outputs as a substitute for qualified professional advice.

Customer should not submit confidential, sensitive, regulated, privileged, or trade-secret information to AI features unless Customer is authorized to do so and has determined that the feature is appropriate for that content.

16. Third-Party Services and Customer-Selected Tools

The Services may integrate with or depend on third-party services, including payment processors, hosting providers, CDN providers, error tracking tools, AI providers, email tools, analytics tools, customer support tools, advertising tools, and other vendors.

RadioReformation is not responsible for third-party services that it does not control. Third-party services may be subject to their own terms, privacy policies, fees, availability, limitations, and compliance obligations.

Customer may choose to implement or configure tools such as Google Analytics, Mailchimp, Intercom, or similar services. Customer is responsible for those tools, including configuration, notices, consents, data flows, contracts, legal compliance, and Customer End User disclosures.

RadioReformation may suspend or limit an integration if it creates security, legal, operational, provider, or platform-integrity risk.

17. Fees, Billing, and Payment

Customer must pay all fees and charges stated in the applicable Order, invoice, plan, usage schedule, revenue-sharing arrangement, or written agreement.

RadioReformation may bill using monthly subscriptions, annual subscriptions, usage-based charges, streaming fees, hosting fees, setup fees, overage fees, API usage fees, donor management fees, revenue-sharing arrangements, custom quotes, or other billing methods described in an Order or invoice.

Payment is due upon invoice unless a written agreement or Order states otherwise.

All fees are non-refundable except where required by law or expressly stated in a written agreement or Order.

Customer is responsible for taxes, duties, levies, payment processing fees, bank fees, chargebacks, currency conversion fees, and similar charges, except for taxes based on RadioReformation’s net income.

RadioReformation may change pricing for future billing periods by providing notice or by issuing an updated Order, quote, or invoice. Continued use after the effective date of a pricing change constitutes acceptance of the updated pricing.

18. Late Payments, Suspension, and Collection

If Customer fails to pay amounts when due, RadioReformation may charge late fees, interest, collection costs, administrative fees, or other amounts permitted by law or stated in an Order.

RadioReformation may suspend or terminate Services if payment remains overdue for 10 days after notice of nonpayment.

For usage-based customers, RadioReformation may suspend Services before the 10-day period ends if Customer begins or enters a new usage period while a previous invoice remains unpaid.

Customer remains responsible for all fees incurred before suspension or termination, including usage-based charges, committed fees, minimums, revenue-share amounts, overages, and other charges for Services already provided.

Suspension or termination for nonpayment does not relieve Customer of payment obligations. RadioReformation may condition reactivation on payment of overdue amounts, deposits, updated payment methods, revised billing terms, or other reasonable requirements.

19. Taxes

Customer is responsible for all taxes, assessments, duties, levies, and governmental charges arising from Customer’s purchase or use of the Services, except taxes based on RadioReformation’s net income.

If RadioReformation is required to collect or remit taxes, Customer must pay those amounts unless Customer provides a valid exemption certificate or other documentation accepted by RadioReformation.

20. Service Availability, Support, and Changes

RadioReformation will use commercially reasonable efforts to provide the Services, but we do not guarantee uninterrupted or error-free operation unless a signed SLA or Order expressly states otherwise.

The Services may be unavailable or limited due to maintenance, updates, outages, network failures, third-party provider issues, security events, emergency changes, customer misuse, force majeure events, or other causes.

Support availability, response times, and support channels may depend on Customer’s plan, Order, or written agreement.

RadioReformation may perform maintenance, updates, migrations, patches, and operational changes as needed to maintain or improve the Services. We will use reasonable efforts to minimize disruption where practical.

21. Backups and Data Preservation

RadioReformation performs backups for operational, continuity, and recovery purposes. Backups are not a substitute for Customer’s own data retention, archival, export, or backup obligations.

Customer is responsible for keeping its own copies of important Customer Content, data, reports, audio files, donor records, business records, and other materials.

RadioReformation does not guarantee that any particular Customer Content or data can be restored unless expressly stated in a signed agreement or SLA.

22. Privacy and Data Processing

RadioReformation’s Privacy Policy explains how we collect, use, store, and share information. If RadioReformation processes personal data on behalf of Customer, a Data Processing Addendum may also apply.

Customer is responsible for providing legally required privacy notices, consents, disclosures, opt-outs, and rights-request processes to Customer End Users.

Customer must not submit personal data to the Services unless Customer has the legal authority to do so.

23. Confidentiality

Each party may receive confidential or proprietary information from the other party. Confidential information includes non-public business, technical, financial, customer, pricing, product, security, operational, and other sensitive information that is identified as confidential or should reasonably be understood to be confidential.

Each party will use the other party’s confidential information only to perform or receive the Services, exercise rights, or fulfill obligations under the Agreement. Each party will protect the other party’s confidential information using reasonable care and will not disclose it except to personnel, contractors, advisors, vendors, or representatives who need to know it and are bound by confidentiality obligations, or as required by law.

Confidential information does not include information that is publicly available without breach, already known without confidentiality restriction, independently developed without use of confidential information, or lawfully received from a third party without confidentiality restriction.

RadioReformation’s software, APIs, systems, source code, architecture, security controls, documentation, workflows, business processes, pricing, analytics methods, and platform technology are confidential and proprietary to RadioReformation.

24. Intellectual Property

RadioReformation owns all rights, title, and interest in and to RadioReformation Technology, including all intellectual property rights.

Subject to Customer’s compliance with the Agreement and payment obligations, RadioReformation grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the applicable term solely for Customer’s authorized business purposes.

Customer may not copy, modify, distribute, sell, lease, sublicense, reverse engineer, decompile, disassemble, or create derivative works based on RadioReformation Technology except as expressly permitted in writing or as required by law despite this restriction.

Customer grants RadioReformation the right to use Customer’s name, trademarks, and logos as necessary to provide the Services. Unless Customer opts out in writing, RadioReformation may identify Customer as a customer in customer lists, websites, proposals, sales materials, and similar promotional materials. RadioReformation will not imply endorsement or use Customer’s name or logo in a misleading manner.

Customer owns its pre-existing trademarks, branding, and Customer Content, subject to the licenses and exceptions stated in these Terms or a signed agreement.

25. Feedback

If Customer provides ideas, suggestions, bug reports, feature requests, recommendations, or other feedback about the Services, RadioReformation may use that feedback without restriction or obligation to Customer.

Customer grants RadioReformation a perpetual, irrevocable, worldwide, royalty-free license to use, copy, modify, distribute, and incorporate feedback into RadioReformation’s products, services, and business operations.

26. Term, Cancellation, and Termination

The term of Customer’s access to the Services is determined by the applicable Order, plan, invoice, subscription, custom agreement, or account settings.

Many customers may cancel at any time, but Services are billed in full monthly periods unless an Order or signed agreement states otherwise. Cancellation does not entitle Customer to a refund for the current billing period unless required by law or expressly stated in a written agreement.

Customers with fixed-term contracts, minimum commitments, revenue-sharing arrangements, custom pricing, or signed Orders must follow the cancellation and termination terms in those documents.

RadioReformation may suspend or terminate Services if Customer:

• Fails to pay amounts when due;
• Breaches the Agreement;
• Uses the Services unlawfully or in violation of third-party rights;
• Creates a security, legal, operational, reputational, provider, or platform-integrity risk;
• Misuses APIs, credentials, billing systems, or support resources;
• Submits unsupported or highly regulated data without authorization;
• Becomes insolvent, ceases business, or is subject to bankruptcy or similar proceedings;
• Acts in a way that may harm RadioReformation, the Services, other customers, vendors, or third parties.

Customer remains responsible for all amounts owed for Services provided before termination, including fees for usage, overages, commitments, revenue-share amounts, and other charges already incurred.

27. Data Export After Termination

Customer may request export of certain Customer Content or data after termination as stated in the applicable Order or signed agreement.

Exports may be limited by technical feasibility, account status, payment status, legal requirements, confidentiality obligations, trade-secret protections, security concerns, backup limitations, third-party rights, or the nature of the applicable Services.

Exports will not include RadioReformation Technology, proprietary systems, source code, internal tools, internal logs not ordinarily available through the Services, security-sensitive information, confidential information of another customer or third party, or materials owned by RadioReformation under these Terms or a signed agreement.

RadioReformation may retain information after termination as permitted or required by law, the Privacy Policy, the Data Processing Addendum, the Agreement, backup practices, financial record obligations, dispute resolution, security, and required reporting obligations.

28. Warranties and Disclaimers

Each party represents that it has the legal authority to enter into the Agreement.

Except as expressly stated in a signed agreement, Order, or SLA, the Services are provided “as is” and “as available.” RadioReformation disclaims all warranties, express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, availability, reliability, accuracy, security, and error-free operation.

RadioReformation does not warrant that the Services will meet Customer’s requirements, operate without interruption, be error-free, prevent all data loss, prevent all unauthorized access, produce accurate reports in all circumstances, satisfy Customer’s legal obligations, or achieve any specific business, audience, donor, advertising, revenue, compliance, or performance result.

Customer is responsible for evaluating whether the Services are appropriate for Customer’s intended use.

29. Limitation of Liability

To the maximum extent permitted by law, RadioReformation will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages; lost profits; lost revenue; lost goodwill; lost data; business interruption; replacement services; or loss of business opportunity, even if RadioReformation has been advised of the possibility of those damages.

To the maximum extent permitted by law, RadioReformation’s total cumulative liability arising out of or related to the Agreement or the Services will not exceed the amounts Customer paid to RadioReformation for the affected Services during the 12 months before the event giving rise to the claim.

The limitations in this section apply regardless of the legal theory, including contract, tort, negligence, strict liability, warranty, statute, or otherwise.

Some jurisdictions do not allow certain limitations of liability, so some limitations may not apply to the extent prohibited by law.

30. Customer Indemnification

Customer will defend, indemnify, and hold harmless RadioReformation and its owners, officers, directors, employees, contractors, vendors, agents, affiliates, successors, and assigns from and against any claims, damages, liabilities, losses, settlements, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to:

• Customer Content;
• Customer’s use of the Services;
• Customer’s breach of the Agreement;
• Customer’s violation of law or third-party rights;
• Music, broadcast, podcast, performance, publishing, streaming, on-demand, advertising, or other content rights;
• Royalty, licensing, reporting, or payment obligations;
• Donor management, fundraising, tax acknowledgments, charitable solicitation, or financial compliance;
• Advertising, sponsorship, promotional, contest, or campaign content or practices;
• Customer’s products, services, business, audience relationships, donor relationships, advertiser relationships, or Customer End User disputes;
• Customer-selected third-party tools or integrations;
• Customer’s misuse of APIs, credentials, accounts, or data;
• Any allegation that Customer Content or Customer’s use of the Services infringes, misappropriates, or violates rights of a third party.

RadioReformation may participate in the defense with counsel of its choice at its own expense. Customer may not settle any claim in a way that imposes liability, admission of wrongdoing, or non-monetary obligations on RadioReformation without RadioReformation’s prior written consent.

31. RadioReformation IP Indemnification

If a third party claims that the core RadioReformation software, as provided by RadioReformation and used by Customer as authorized under the Agreement, infringes that third party’s U.S. intellectual property rights, RadioReformation will defend Customer against the claim and pay damages finally awarded by a court or agreed in settlement, subject to the limitations in the Agreement.

RadioReformation has no obligation for claims arising from:

• Customer Content;
• Customer’s misuse of the Services;
• Customer’s modification of the Services;
• Use of the Services in combination with items not provided by RadioReformation;
• Customer’s failure to use updates, replacements, or modifications provided by RadioReformation;
• Customer’s use after RadioReformation instructs Customer to stop;
• Third-party services, open-source software, customer-selected integrations, or external platforms;
• Revenue-sharing or custom materials created according to Customer’s instructions;
• Any claim covered by Customer’s indemnification obligations.

If the Services become or are likely to become subject to an infringement claim, RadioReformation may, at its option, procure the right for Customer to continue using the Services, modify the Services, replace the Services, or terminate the affected Services and provide a prorated refund of prepaid unused fees for the affected Services, if any.

This section states RadioReformation’s sole liability and Customer’s exclusive remedy for intellectual property infringement claims involving the Services.

32. Force Majeure

RadioReformation will not be liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, severe weather, fire, flood, war, terrorism, civil unrest, labor disputes, power failures, internet or telecommunications failures, cyberattacks, provider outages, cloud or CDN failures, payment processor failures, government actions, changes in law, emergencies, or other events outside RadioReformation’s reasonable control.

Payment obligations are not excused by force majeure events.

33. Notices

Legal notices to RadioReformation must be sent to:

RadioReformation, LLC
PO Box 42
Dahlonega, GA
Email: legal@radioreformation.com

RadioReformation may send notices to Customer by email, through the Services, through Customer’s account, by posting on our website, by invoice, or by other reasonable means.

Customer is responsible for keeping contact information current. Notices sent to the email address or contact information associated with Customer’s account will be considered received when sent, unless the sender receives a delivery failure notice.

34. Governing Law and Dispute Resolution

These Terms and the Agreement are governed by the laws of the State of Georgia, without regard to conflict-of-law rules.

Before filing a formal claim, the parties will attempt in good faith to resolve disputes informally by written notice and discussion between authorized representatives. If the dispute is not resolved within 30 days after written notice, either party may proceed as described below.

Except for claims that may be brought in small claims court and claims seeking injunctive or equitable relief, disputes arising out of or relating to the Agreement or the Services will be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules. The arbitration will take place in Atlanta, Georgia, unless the parties agree otherwise.

Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property, confidential information, trade secrets, security, systems, data, or platform integrity.

Subject to the arbitration requirement above, the state and federal courts located in Georgia will have jurisdiction over disputes relating to the Agreement, and each party consents to personal jurisdiction and venue in those courts.

35. Changes to These Terms

RadioReformation may update these Terms from time to time. If we make material changes, we will take reasonable steps to notify customers, such as by posting the updated Terms, sending an email, or providing notice through the Services.

Updated Terms will apply to new Orders and renewals immediately unless stated otherwise. For existing paid Services, updated Terms will apply at the next renewal or billing period unless the changes are required by law, relate to security, address misuse, or are otherwise permitted by the Agreement.

Continued use of the Services after updated Terms become effective means Customer accepts the updated Terms.

36. Miscellaneous

Customer may not assign the Agreement without RadioReformation’s prior written consent, except to a successor in connection with a merger, acquisition, reorganization, or sale of substantially all assets, provided that the successor assumes Customer’s obligations and is not a competitor of RadioReformation. RadioReformation may assign the Agreement in connection with a merger, acquisition, reorganization, sale of assets, financing, or corporate transaction.

The Agreement does not create a partnership, joint venture, agency, fiduciary, employment, or franchise relationship between the parties.

If any provision of the Agreement is found unenforceable, the remaining provisions will remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

Failure to enforce a provision is not a waiver of that provision.

The Agreement is for the benefit of the parties and does not create third-party beneficiary rights unless expressly stated.

Headings are for convenience only and do not affect interpretation.

The Agreement, together with any applicable Order, signed agreement, Privacy Policy, Data Processing Addendum, and service-specific terms, is the entire agreement between the parties regarding the Services and supersedes prior or contemporaneous agreements on the same subject, unless a signed written agreement expressly states otherwise.