Stitcher Distribution & Partnership Agreement
The following constitutes an agreement (the ?Terms of Distribution & Provisional Partnership?) between you, a content
distributor or producer (subsequently referred to as ?Producer?) and Stitcher, Inc (subsequently referred to as ?Stitcher?)
a Delaware corporation which operates its primarily place of business at 121 2nd Street, San Francisco, CA 94105, and
provides a streaming media service (herein referred to as the ?Service?) through which Producer desires to have its audio
programming (?Submitted Content?) distributed.
By submitting the Content Producer Application (http://stitcher.com/contentProviders.php), and in consideration for
Stitcher?s obligations set out herein, including the evaluation of Submitted Content, and the opportunity to have
Submitted Content made available on Stitcher, Producer accepts, without limitation or qualification the terms and
conditions of this agreement, and agrees to have Submitted Content distributed via the Service. If Producer does not
agree to the terms outlined below, please DO NOT SUBMIT AN APPLICATION OR AUTHORIZE THE USE OF
SUBMITTED CONTENT ON STITCHER. Producer?s continued use of Stitcher?s website evidences Producer?s
between Producer and Stitcher. Stitcher respects the privacy concerns of our website users and future users. For
I. Partnership Terms
A. Producer Obligations: Upon accepting the terms of this agreement and submitting the necessary materials
required for Stitcher to distribute Submitted Content on the Service, the Producer shall be deemed a Partner. In
order to remain a partner in good standing and attain the benefits afforded to such Partners, a Producer must fulfill
the following criteria (here in referred to as ?Producer Obligations?):
1. Producer shall continually maintain the production quality of the Submitted Content intended to be distributed
through the Service at or above the level expected by a reasonable listener to similar types of audio
programming. Production quality includes but is not limited to audio quality and update frequency.
2. Producer shall provide promotional consideration to Stitcher as agreed upon between Producer and Stitcher
at a time subsequent to Stitcher?s publication of Submitted Content on Stitcher. Examples of such
promotional consideration include but are not limited to on-air mentions of Stitcher, social media promotion,
use of Stitcher?s player widgets and links from Producer?s website to Stitcher website.
B. Stitcher?s Partnership Obligations: Upon Producer?s acceptance of the terms of this agreement and the
submission of the Content Producer Application and/or Submitted Content, Stitcher agrees to the following:
1. Stitcher will evaluate each Content Producer Application and determine, at its sole discretion, whether the
Submitted Content will be distributed on the Service.
2. Should Stitcher decide to distribute the Submitted Content, Stitcher
i. shall perform the necessary processing of Submitted Content to allow that content to stream more
effectively over the Service. Such processing may include reproducing Submitted Content on
Stitcher?s servers. Stitcher will incur all cost associated with technology maintenance, enhancements
to server storage, hosting, serving and processing.
ii. shall use commercially reasonable efforts to make Submitted Content available to as many users of
the Service as possible.
iii. shall provide Producer with reasonably detailed data regarding the use and distribution of Submitted
Content. (e.g., number of users listening to content) through the Stitcher Partner Portal.
iv. shall, at regular intervals, review Producer?s compliance with the Producer Obligations and notify
Producer?s of failures to comply. It shall be at Stitcher?s sole discretion to determine a Content
Producer?s qualification for being a Partner in good standing.
v. shall remove Submitted Content from the Service in accordance with Producer?s right to remove
Submitted Content as outlined in this agreement under Section III.
II. Distribution of Submitted Content on Service
A. Stitcher acknowledges that Producer owns and/or controls the copyright in Submitted Content, subject to the
rights that Producer grants to Stitcher hereunder.
B. Producer hereby acknowledges that Producer is entirely responsible for everything contained in the Submitted
Content made available by Producer on the Service.
C. All Submitted Content that Producer submits to Stitcher including, without limitation, audio recordings, information,
meta data, ideas, images, stories, characters, concepts, formats, themes, master recordings, musical
compositions, comments, names, likeness, voice, suggestions or other materials submitted to Stitcher shall be
subject to the applicable terms and conditions set forth herein.
D. Solely in consideration of the possibility of distribution on the Service, to the extent that Submitted Content is
owned and/or controlled by Producer, by uploading, posting, emailing or otherwise making available in any
communications or Content Producer Application for the Service, Producer hereby grants to Stitcher a non-
exclusive, royalty-free, world-wide and perpetual right to:
1. Exhibit, display, reproduce, distribute and otherwise use Submitted Content, in whole or in part, via all media
now known or hereafter devised, throughout the world in perpetuity (the "Distribution Rights");
2. Exhibit excerpts of your Submitted Content via all forms of media throughout the world in perpetuity for
promotional and/or advertising purposes ("Promotional Rights"); and,
3. Create and use derivative works there from;
E. With respect to any and all Submitted Material, Producer hereby warrants and represents that:
1. Producer possesses all rights in the Submitted Materials necessary to permit Producer to make the grant of
rights to Stitcher included this agreement and is duly authorized to do so.
2. Submitted Content is not unlawful, obscene, fraudulent, indecent; does not defame, abuse, harass, or threaten
others; and is not hateful or racially, ethnically or otherwise objectionable;
3. Submitted Content does not contain any software viruses, Trojan horses, worms, bombs, or any other
computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer
software or hardware or telecommunications equipment or that may damage, detrimentally interfere with,
surreptitiously intercept, or expropriate any system, data, or personal information;
4. Submitted Content does not infringe the copyright, patent, trademark, trade secret, right of publicity or other
intellectual property, proprietary, contracted, personal or other right of any third party;
5. Submitted Content does not violate the privacy of individuals, including other users of the Site; or
6. Submitted Content does not violate any applicable local, state, national or international law.
F. Producer acknowledges that Producer shall not be entitled to any monetary compensation in exchange for
Producer?s grant to Stitcher of the Distribution Rights or the Promotional Rights or Stitcher?s subsequent exercise
of those rights.
G. Stitcher shall have no obligation to post, exhibit, distribute or otherwise make use of any Submitted Content.
H. Any modification of these Terms of Distribution & Provisional Partnership must be in writing and signed by an
authorized Stitcher signatory.
III. Revenue Share.
A. Advertising Revenue: For each calendar month in which the entirely of Producer?s Submitted Content generates
monthly active listeners of 5,000 or more, Producer shall be entitled to participate in Advertising Revenues
generated through the Stitcher website or mobile application. The amounts owed to Producer (?Producer
Advertising Revenue Share?) will be based upon a percentage of advertising revenue collected by Stitcher net of
fees paid to any 3rd parties or intermediaries (?Net Revenue?) and Stitcher?s distribution formula, which may be
modified by Stitcher, at its sole discretion.
B. Subscription Revenue: Stitcher offers its users a subscription option that is commercial free (?Stitcher Plus?). For
each calendar month in which the entirely of Producer?s Submitted Content generates monthly active listeners of
10,000 or more, Producer shall be entitled to participate in a share of Stitcher Plus revenues (?Producer
Subscription Revenue Share?) collected by Stitcher based upon Stitcher?s distribution formula, which may be
modified by Stitcher, at its sole discretion.
C. Representation: Unless Producer opts out in writing, Stitcher shall have the non-exclusive right to represent
Producers content to advertisers for inclusion in potential media purchase agreements. Should an advertiser
become interested in purchasing advertisement inside any of Producer?s content, Stitcher shall present that offer to
Producer. Producer, at its sole discretion, may decide whether to accept the offer to purchase advertisement. The
economic terms of such an agreement shall be negotiated between Producer and Stitcher on a case-by-case basis.
D. Opt Out: At any time, Producer may opt out of any of the Revenue Share programs (Sections III.A ? III.C) in writing
by emailing email@example.com. Such election will become effective on the first day of the subsequent calendar
E. Payment: Stitcher shall accrue revenue owed to Producer on a monthly basis and make payments to Producer
after each fiscal quarter. Stitcher will pay only accrued amounts greater than $100. If during any payment period,
the revenue owed to Producer is less than $100, Stitcher shall accrue that amount to the Producer?s account for
future payout. Unless otherwise specified, payment shall be made to the address associated with Producer?s
IV. Removal of Content. If Producer requests that any portion of the Submitted Content be deleted, replaced, or made
inaccessible because such Submitted Content may contain errors, is or could be subject to a third party claim or for any
other reasonable business purpose, then Stitcher shall remove the particular piece of Submitted Content as soon as
practicable, but in any event by the end of two (2) business days following the receipt of such written notice. Stitcher may
remove Submitted Content at any time and will alert Producer as to the removal. Requests for removal can be sent to
V. Stitcher's Intellectual Property Rights and Limited License. All text, graphics, multimedia content or other material
(such content being the ?Materials?) that can be heard or read on the Service, excepted for Submitted Content, is owned
or being used with permission by Stitcher, and may not be used except as provided in these Terms of Distribution &
VI. Copyright and Trademarks
A. The Materials embodied in the Service are copyrighted under the United States copyright laws and/or similar laws
of other jurisdictions. Without limitation, Stitcher either owns a copyright in the Materials including, without
limitation, the selection, coordination, arrangement and enhancement thereof, as well as in the content original to
Stitcher, or has been authorized to exploit the Materials on the Service.
B. "Stitcher SmartRadio", the Stitcher logo, along with related marks that may appear on the Service ("Marks"), are the
service and trademarks of Stitcher. All other trademarks, service marks and logos used on this Service, with or
without attribution, are the trademarks, service marks or logos of their respective owners. Without Stitcher's written
permission, Producer agrees not to display or use, in any manner, the Marks. In addition, elements of the Site are
protected by trade dress and other federal and state intellectual property laws and may not be copied, reproduced,
downloaded or distributed in any way, in whole or in part, without the written permission of Stitcher.
VII. Infringement Complaints - Digital Millennium Copyright Act Notice
A. Stitcher respects others' intellectual property rights and has made every effort to secure appropriate clearances for
all proprietary intellectual properties that Stitcher affirmatively makes available on the Service. Further, Stitcher
relies upon the obligations imposed upon users by these Terms of Distribution & Provisional Partnership to protect
against the publication on the Service of infringing material by such users. Stitcher may, in appropriate
circumstances and at its discretion, disable and/or terminate the accounts of Producer?s who it suspects to be
infringers. If Producer believes any material on the Service is infringing, please contact Stitcher at the address
below. Pursuant to the Digital Millennium Copyright Act, Stitcher has a designated agent to receive copyright
B. Producer may notify Stitcher of alleged intellectual property rights infringement by contacting our designated DMCA
121 2nd Street
San Francisco, CA
DO NOT SEND ANY INQUIRIES UNRELATED TO POTENTIAL INFRINGEMENT OF RIGHTS OR OTHER LEGAL
MATTERS (E.G., REQUESTS FOR TECHNICAL ASSISTANCE OR CUSTOMER SERVICE, ETC.) TO THE CONTACT
LISTED ABOVE. PRODUCER WILL NOT RECEIVE A RESPONSE IF PRODUCER SENDS COMPLAINTS
UNRELATED TO LEGAL MATTERS TO THAT CONTACT. All other correspondence should be left at our feedback
C. If Producer?s notification involves infringement of copyright or trademark rights, please include the following
information in the notice:
1. Identification of the work(s) claimed to have been infringed and a statement of ownership to such work(s);
2. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is
to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to
locate the material;
3. Information reasonably sufficient to permit us to contact a Producer representative, such as an address,
telephone number and e-mail address at which Producer may be contacted;
4. A statement that Producer has a good faith belief that use of the material in the manner complained of is not
authorized by the copyright owner, its agent or the law;
5. A statement, under penalty of perjury, that the information in the notification is accurate and that Producer is
authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
6. A physical or electronic signature.
VIII. Representations, Warranties and Indemnities. Producer represents and warrants that:
A. All information provided in your Content Producer Application is true, accurate, current and complete information
about Producer as prompted by the Service?s application form (such information being the "Application Data");
B. Submitted Content will not infringe or violate any right whatsoever, including, without limitation, any contractual
rights, personal rights (e.g., defamation, privacy, false light, moral right, etc.) or any property rights (e.g., copyright,
trademark, etc.) of any person or entity;
C. Submitted Content is not, and will not be, subject of any threatened or pending litigation, claim or dispute. Producer
has not done anything which has impaired and will not do anything to impair the rights granted to Stitcher in any
D. Stitcher shall have no obligation to make any payments to any third parties for exercising its rights to Submitted
E. You, as the representative of Producer, are an adult and at least 18 years of age, or that you have attained the age
of majority under the laws of your state, province or country, and are capable of lawfully entering into and executing
the Terms of Distribution & Provisional Partnership; and
F. Producer will indemnify and hold harmless Stitcher, Inc and its subsidiaries, affiliates, successors, licensees, and
assigns, and each of their directors, officers, agents, equity holders and employees, and each and every Stitcher
sponsor and advertiser (individually and collectively referred to as the "Released Parties"), from and against any and
all claims, losses, costs, damages, liabilities and costs and expenses (including reasonable attorneys' fees and
costs) which arise out of any breach of any of Producer?s covenants, agreements, obligations, representations or
warranties set forth herein and/or arising out of or in connection with, any materials or Submitted Content that
Producer submits, posts to or transmits to the Service, Producer?s use of the Service, Producer?s connection to the
Service, Producer?s violation of these Terms of Distribution & Provisional Partnership or Producer?s violation of any
rights of another party.
A. These Terms of Distribution & Provisional Partnership and their performance will be binding on Producer and
Producer?s heirs, administrators, successors and assigns. These Terms of Distribution & Provisional Partnership
specifically apply to any submission of material that Producer makes to Stitcher by way of Content Producer
Application or other means of communication and, with respect to such submissions, supersedes any other Terms
of Distribution & Provisional Partnership applicable to the Service. The construction, validity, interpretation and
enforceability of the Terms of Distribution & Provisional Partnership will be governed by and construed in
accordance with the internal laws of the State of California without giving effect to any choice of law or conflict of
B. These Terms of Distribution & Provisional Partnership will not be assignable by Producer except as approved in
writing by Stitcher and any unauthorized, purported assignment will be null and void. Stitcher, and its successors
and assigns, will have the unlimited right to assign these Terms of Distribution & Provisional Partnership and the
rights granted at any time, in whole or in part, to any party.
C. Producer irrevocably agrees that, if a dispute arises out of or relates to the Terms of Distribution & Provisional
Partnership including, without limitation, Stitcher's use of Submitted Content, such dispute(s) will be resolved solely
by binding arbitration before a sole arbitrator in San Francisco, with experience in entertainment law, under the
rules and regulations of the American Arbitration Association ("AAA"). The arbitration will be held in San Francisco,
California where the arbitrator will issue a written decision and will have the power to award any legal remedies
except as limited by this agreement.
D. Notwithstanding the foregoing, Producer acknowledges that Stitcher may:
1. Obtain injunctive or other equitable relief from a court to enforce the provisions of these Terms of Distribution
& Provisional Partnership; and/or
2. Bring an action in court to protect or interpret any of Stitcher's purported intellectual property rights; and/or
3. Bring an action to enforce the decision of the arbitrator before any court of competent jurisdiction.=
E. Producer hereby acknowledges and agrees that by submitting Content Producer Application to www.stitcher.com,
Producer has hereby agreed and shall be deemed to have executed the Terms of Distribution & Provisional
Partnership as of the date the Content Producer Application was submitted online.
X. Limitations on Liabilities; Remedies. PRODUCER UNDERSTANDS AND AGREES THAT:
A. ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH
SUBMITTED CONTENT WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS
B. ANY AND ALL CLAIMS, JUDGMENTS AND AWARDS ON BEHALF OF PRODUCER WILL BE LIMITED TO ACTUAL
THIRD-PARTY, OUT-OF-POCKET COSTS INCURRED;
C. THAT UNDER NO CIRCUMSTANCES WILL STITCHER, ITS AFFILIATES OR SUBSIDIARIES, THEIR SPONSORS,
CONTRACTORS, SPONSORS, VENDORS OR OTHER PARTNERS, ANY OF THEIR SUCCESSORS, ASSIGNS OR
LICENSEES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES (COLLECTIVELY
"RELEASED PARTIES") BE RESPONSIBLE OR LIABLE TO PRODUCER OR ANY OTHER PERSON OR ENTITY FOR
ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER
DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR
OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICE, THE USE OR THE
INABILITY TO USE THE SERVICE, UNAUTHORIZED ACCESS TO OR ALTERATION OF PRODUCER
TRANSMISSIONS OR DATA, THE MATERIALS AVAILABLE ON THE SERVICE, STATEMENTS OR CONDUCT OF
ANY THIRD PARTY ON OR IN CONNECTION WITH THE SERVICE OR ANY OTHER MATTER RELATING TO THE
SITE INFORMATION CONTAINED WITHIN THE SERVICE, EVEN IF ANY OF THESE PARTIES HAVE BEEN ADVISED
OF THE POSSIBILITY OF ANY DAMAGES.
D. PRODUCER?S SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICE AND/OR SERVICE-RELATED
MATERIALS IS TO STOP DISTRIBUTING SUBMITTED CONTENT THROUGH THE SERVICE. PRODUCER AGREES
THAT THIS LIMITATION OF LIABILITY AND RELEASE IS MADE WITH THE KNOWING INTENT OF RELEASING ALL
KNOWN AND UNKNOWN CURRENT AND FUTURE CLAIMS AND WITH THE INTENT OF WAIVING ALL RIGHTS
UNDER CALIFORNIA CIVIL CODE SECTION 1542 OR OTHER LAWS REQUIRING SIMILAR WAIVERS TO BE
XI. Disclaimer of Warranties. PRODUCER EXPRESSLY UNDERSTANDS AND AGREES THAT:
A. PRODUCER?S USE OF THE SERVICE IS AT PRODUCER?S SOLE RISK. ANY CONTENT OR INFORMATION
CONTAINED WITHIN THE SITE IS PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY
B. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, STITCHER DISCLAIMS ALL WARRANTIES,
EITHER EXPRESS OR IMPLIED, INCLUDING (BUT NOT LIMITED TO) THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
C. PRODUCER ASSUMES TOTAL RESPONSIBILITY AND RISK FOR PRODUCER?S USE OF THIS SERVICE AND ANY
SERVICE-RELATED MATERIALS. IN ADDITION, STITCHER DOES NOT WARRANT THAT THE FUNCTIONS ON
THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN OR ON THE SERVICE WILL BE
CORRECTED, OR THAT THE SITE SERVICE OR THE SERVER THAT MAKES THE SERVICE AVAILABLE ARE FREE
OF VIRUSES OR OTHER HARMFUL COMPONENTS.
D. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT
PRODUCER?S OWN DISCRETION AND RISK AND PRODUCER WILL BE SOLELY RESPONSIBLE FOR ANY
DAMAGE TO PRODUCER?S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD
OF ANY SUCH MATERIAL. UNDER NO CIRCUMSTANCES WILL STITCHER BE LIABLE IN ANY WAY FOR ANY
MATERIAL, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS
OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY MATERIAL POSTED, EMAILED OR
OTHERWISE TRANSMITTED VIA THE SERVICE.
be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the remainder,
which will remain in force; the parties agree that the court should endeavor to give the fullest possible effect to the
parties' intentions as reflected in the provision and shall not affect the validity and enforceability of any remaining
XIII. Waiver. Any delay or failure on the part of Stitcher to exercise or enforce any rights under these Terms of Distribution &
Provisional Partnership to which it may be entitled shall not, in any event, be construed as a waiver of the right and
privilege to do so at any subsequent time. Producer irrevocably agrees that Producer waives any and all rights to
injunctive or other equitable relief.
XIV. Statute of Limitations. Producer agrees that regardless of any statute or law to the contrary, any claim or cause of
action, arising out of or related to, use of the Site or these Terms of Distribution & Provisional Partnership must be filed in
a court of applicable jurisdiction within one (1) year after such claim or cause of action arose or be forever barred.
XV. Entire Agreement; Modification and Termination. Stitcher reserves the exclusive right to modify, withdraw, suspend
or discontinue, temporarily or permanently, at any time and from time to time any materials, information or content
available on the Partnership and any functionality or features in or on the Service, including the cessation of all activities
associated with the Service, with or without notice. Producer agrees that Stitcher shall not be liable to Producer or to any
third party for any modification, suspension or discontinuance of the Service.
XVI. Assignment. Either party may assign this agreement with 30 days written notice.
A. Stitcher may, in its sole discretion, terminate Producer?s use of the Service for any reason, including, without
limitation, if Stitcher believes that Producer has:
1. Breached these Terms of Distribution & Provisional Partnership or otherwise acted inappropriately;
2. Infringed the intellectual property right of a third party;
3. Provided any information that Stitcher is unable to verify or authenticate;
4. Uploaded or transmitted unauthorized Submitted Content to the Service; and/or
5. Violated or acted inconsistently with the letter or spirit of these Terms of Distribution & Provisional Partnership.
Producer agrees that any termination of access to the Service may be effected without prior notice to
B. Producer may at any time terminate use of the Service and request that that any or all Submitted Content be
removed from distribution through the Service. Stitcher?s obligation for removal is as defined in Section III of this
Provisional Partnership shall not be modified except in writing, as posted on this site by Stitcher. Any change or
modification made by Stitcher will be effective immediately upon posting on the Site and Producer?s continued
use of the Site means that Producer has agreed to accept any changes or modifications made by Stitcher.
Producer should therefore periodically visit this page to review the most recent Terms of Distribution &
Last Revised: May 16, 2014