PODCASTEZ PODCAST CREATOR AGREEMENT & TERMS OF SERVICE
Drop The Mic.
Click Here to Download a PDF Copy of This Agreement
This Podcast Creator Agreement dated today (the “Agreement”) is between you (the “PODCASTER” or “you”) and [PRODUCER] (the “Producer” “we” or “us”) for the production and delivery of the Podcast Work (the “Work”) described in the attached subscription. You have elected to subscribe to the Drop The Mic (2 episodes per month) monthly subscription podcasting package for the production and delivery of the Podcast Work (the “Work”) described below. You have the final decision-making authority in creating the Work.
1 . PRODUCTION
You will be assigned a Producer for your Podcast Work who will be with you during the setup of your podcast and work with you every step of the way to set you up for production, publishing and distribution success.
- You agree:
- to create the Work described in the attached subscription options in the formats specified by any guidelines we may issue and provide to you.
- to deliver the Work, including any deliverables, in accordance with the mutually agreed upon time schedules.
- to revise or edit your Work per standard professional procedures.
- After we accept the Work, we shall have the right to edit, encode, publish and distribute per the subscription you have selected.
- You will provide us with necessary descriptive textual information about episodes and any links, graphics (and have rights to those graphics), information about subjects or any other materials or information related to the Work that you would like to provide or we reasonably request.
2. SET-UP FEES, MONTHLY SUBSCRIPTION PAYMENTS, & SUBSCRIPTION CHARGEBACKS
- Account Start Setup Fee. In addition to your monthly Drop The Mic selected Subscription Package, you paid a one-time Setup Fee of $450 that was applied to your initiation of service. Should you elect to upgrade your package after you select your package, the Upgrade Difference will be billed to your credit card on file
- Monthly Subscription Payment. Your monthly subscription payment is $747.00 and bills every 30 days to your credit card on file. All monthly subscription fees will be charged in advance and will auto-renew each month on the same date for a minimum of 4 months and until we receive cancellation in writing. Subscription renewal rates are subject to change, but we will always notify you 30 days in advance. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged.
You agree to pay all fees applicable to your online subscription (“Subscription Fees”) and all other applicable fees including, but not limited to, fees relating to the processing of transactions related to and under your Subscription including, but not limited to, credit card processing fees and all fees relating to your purchase of any additional products or services (“Additional Services”) or Third-party Services (“Third-party Services”). Combined, the Subscription Fees, the Transaction Fees, the Additional Services, and the Third-party Services are collectively referred to as Fees.
You must keep a valid credit card on file with us to pay for all incurred and recurring Fees. You authorize PodcastEZ or its third-party payment providers to charge your credit card, debit card, or financial institution account (herein “Payment Method”) for all charges to your accounts with PodcastEZ until you cancel your subscription or PodcastEZ terminates it. PodcastEZ will charge applicable Fees to the credit card account that you authorize (“Authorized Credit Card”), and PodcastEZ will continue to charge the Authorized Credit Card (or any replacement card) for applicable Fees, including any and all outstanding fees, until the Services are terminated. All Fees are exclusive of applicable federal, state, international, local fees and taxes.
PodcastEZ is required to collect Washington State sales tax on all Subscription Sales. Please note that you may be required to pay sales tax and file a sales tax return for certain purchases made from PodcastEZ, even if your order does not include sales tax charges. Any applicable taxes are based on the rates applicable to the billing address you provide to us. Please consult your city, county and state sales tax authorities to determine whether you are required to pay sales tax on any purchases made from PodcastEZ. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive such a certificate.
- Cancellations and Chargebacks. We never want to lose a great customer and we are here to help you build a great Podcast Show. Your Account Start Setup Fee is non-refundable. All monthly subscription fees will be charged in advance and will auto-renew each month on the same date for a minimum of 4 months. After the first 4 monthly subscription payments, PodcastEZ requires a 15-day notice of intent to cancel, which will take effect at the end of the monthly billing cycle of that month. Cancellations on monthly subscriptions must be received by the 15th day of the month via written notice through email. With cancellation, PodcastEZ will assist in the establishment of a 301 RSS feed redirect and/or transfer your existing podcast to any other podcast hosting platform that you specify. You will be able to transfer all episodes and metadata via export to your new hosting platform. PodcastEZ does not provide refunds. Please email: [email protected] with your intent to cancel.
Charges for the Subscription Fees, Transaction Fees, and Additional Services will appear on credit card statements as follows: "Podcastez LLC”. You agree that, prior to contacting a credit card company in relation to charge disputes (“Chargeback”), will first contact Podcastez LLC to verify the charges and the manner of billing. You agree that any Chargeback by a credit card company, for whatever reason, is a material breach of this Agreement. The cost for a Chargeback to Podcastez LLC is $25.00 and is a charge for which you agree to be jointly and severally liable to make Podcastez LLC whole. You agree and acknowledge that Podcastez LLC may suspend your access to your account until all payment owed is brought current. Your rights to, and control over these accounts and services, may be reinstated solely at the discretion of Podcastez LLC.
- Other Services & Tools. As your Producer sees fit, they will make recommendations for services and tools to you that will enhance your podcasting production. PodcastEZ may or may not be compensated by the vendor of those products or services.
3. OWNERSHIP, COPYRIGHTS & CREDITS
- Copyright: You retain the ownership, copyrights and credits in your Work.
- Name and likeness: You grant us the right to use your name, podcast name, podcast image, brand, on our website, PR, editorial, and promotion in our efforts to promote your podcast and the PodcastEZ services platform.
4. PRODUCTION TERMS
- You will notify us of all distribution rights or deals that you have cleared for the distribution of the Work, such as music, performance, or literary rights clearances. You are responsible to ensure that all licenses are obtained and paid for and that PodcastEZ has copies of these available to us.
- If appropriate to your Work, you will provide us with documents such as releases, clearances, permission forms, etc.
- As a Podcast Creator and Show Host, you will be provided with a single Slack Channel to communicate with your PodcastEZ team.
5. INDEPENDENT CREATOR
You are an independent creator and not an employee of PodcastEZ. Nothing contained in this Agreement shall be interpreted to be inconsistent with this relationship. Accordingly, you are responsible for the payment of all income, social security and other self‐employment taxes, insurances, and any and all other payments relating to your duties and obligations under this Agreement. Obviously, this Agreement does not create any association, partnership, joint venture, or agency relationship between you and us.
6. WARRANTIES AND INDEMNIFICATION
- You represent and warrant that:
- The Work is your own original work.
- The Work is factually accurate.
- The Work is not defamatory.
- The Work does not infringe on anyone’s intellectual property; privacy, or publicity rights, and does not plagiarize another’s work.
- If appropriate, that the subjects of the Work have assented to their participation and to the broadcast of their voices.
- If you include any material in the Work that is not original to you, you will notify us in advance, and assist us in obtaining any necessary clearances, rights, licenses or releases.
- The Work has not been previously published in any form, in whole or in part. If the Work (or any element contained in the Work) has been previously published or used in another way, you will disclose this to us prior to our acceptance of the work, and we may determine if we will waive the requirement that the Work be previously unpublished and accept the Work.
- You have the knowledge and authority to enter into this Agreement.
- We shall indemnify you against claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) that result from any unauthorized use of the Work by us or by our licensees, or from any breach of our representations, warranties or obligations
- You shall indemnify us, including our sub‐licensees, employees, agents, and assignees against claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) that result from any breach of your representations, warranties or obligations.
- If a claim is made against either party arising out of the use of the Work, the other party agrees to cooperate fully, as needed, to defend against it.
7. INTERNATIONAL USERS
- The PodcastEZ service is owned, operated and administered within the USA. If you access the PodcastEZ service from a location outside the USA, you are responsible for compliance with all local laws and regulations.
8. GENERAL PROVISIONS
- This Agreement represents our entire understanding relating to the subject matter of this Agreement and supersedes and replaces any previous documents, correspondence, conversations, or other written or oral understandings. This Agreement may be modified only in writing signed by the parties. This Agreement shall be construed under the laws of the State of Washington, without regard to its conflicts of laws provisions.
- Dispute Resolution:
- The parties will use their best efforts to informally resolve any disputes, claims and controversies arising out of or relating to this Agreement or its breach (a “Dispute”).
- If a Dispute cannot be informally resolved, then the Dispute will be settled by binding arbitration in accordance with the then-current Commercial Rules of the American Arbitration Association ("AAA"), and judgment upon the award entered by the arbitrator may be entered in any Court having jurisdiction. Costs of arbitration, including attorney's fees incurred in arbitration, as determined by the arbitrator, together with those incurred by the prevailing party in court enforcement of the arbitration award, must be paid to the prevailing party.
- Arbitration will be conducted in Spokane, Washington and the award rendered in United States dollars.
- If a party either dismiss or abandon his/her/its claim or counterclaim before the hearing, the other party will be deemed the "prevailing party" pursuant to this Agreement. Should both parties receive judgment or award on their respective claims, the party in whose favor the larger judgment or award is rendered will be deemed the "prevailing party" pursuant to this Agreement.
- No waiver of any term or condition of this Agreement shall be construed as a waiver of any other term or condition; nor shall any waiver of any default under this Agreement be construed as a waiver of any other default.
- Neither party shall be in breach of this Agreement to the extent either party is unable to perform due to any event of “force majeure” such as fire, earthquake, epidemic, war, strike, riot, and similar acts or events not within the control of either party. If this period exceeds [fifteen (15) days], either party may, by written notice to the other, terminate this Agreement.
- Availability Of And Access To Services:
- PodcastEZ will make every effort to provide continuous availability and access to Services. In the event that we are unable to provide access for reasons beyond our control, we will communicate the reasons for the outage and expected duration of the outage clearly and explicitly to our subscribed users. These outages could be due to third parties that the Service depends on, such as, but not limited to Amazon AWS or other third-party service providers. Also, while we will make commercially reasonable attempts to backup all Podcaster data, in the event of recovery from disaster, the Podcaster may have to reconfigure the Service to get it back to the state it was in before the outage. PodcastEZ and its third-party service providers have implemented and maintain commercially reasonable technical and organizational security measures designed to meet the following objectives: (a) ensure the security and confidentiality of Podcaster data in PodcastEZ’s and/or its third-party service provider’s custody and control; (b) protect against anticipated threats or hazards to the security or integrity of Customer data; (c) protect against unauthorized access to or use of Customer data; (d) encrypt Customer’s Content and data during transmission by PodcastEZ and its third-party service providers and when being uploaded by Podcaster for use in connection with the Services using an https connection; and ensure that PodcastEZ’s return or disposal of Podcaster data is performed in a manner consistent with the foregoing. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures to access your data for improper purposes. You acknowledge that there are risks inherent in Internet connectivity that could result in the loss of your privacy, confidential information and property.