These are the terms and conditions (the “Terms”) to any Statement of Work (“SOW”) agreed to by and between Podcast Nation, LLC, a Michigan limited liability company, doing business as Podcast Nation (“Podcast Nation”), and Client as identified in the applicable SOW. Podcast Nation and Client may hereinafter each be referred to severally as a “Party,” and collectively as the “Parties.” All SOWs together with these Terms shall be collectively referred to as the “Agreement.” The “Effective Date” of the Agreement shall be the date of the first SOW fully executed by Podcast Nation and Client. In the event of a conflict between these Terms and any SOW, the applicable SOW shall govern.

1. SERVICES

Podcast Nation will provide services as specified in the “Description of Services” section of the applicable SOW (“Services”). Podcast Nation will use commercially reasonable efforts to keep Client informed of the progress and status of the Services, as provided in the applicable SOW. Any material changes to the Services specified in a SOW will be considered a “Change Order.” Any Change Order must be agreed upon and signed by both Podcast Nation and Client prior to becoming effective. Client’s final approval of Services provided by Podcast Nation for each SOW or Change Order shall constitute complete acceptance and satisfaction by Client of such Services provided.

2. COMPENSATION

Client will pay Podcast Nation the fees, expenses and costs as specified in the applicable SOW. Client will also reimburse Podcast Nation for all approved expenses incurred by Podcast Nation in connection with the performance of the Services. Each Party shall be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that Party upon or with respect to the transactions and payments under this Agreement.

3. OWNERSHIP OF CONTENT; PRIVACY POLICY; MONITORING AND COMPLIANCE

3.1. Created Content and Source Material Defined. Content All text, pictures, graphics, designs, images, photos, sketches, animations, general artwork, scripts, audio, video, names, logos, and branding, and any other content delivered to Podcast Nation by the Client for use in connection with the Services performed under any SOW shall be defined as (“Source Material”). All text, pictures, graphics, designs, images, photos, sketches, animations, general artwork, scripts, audio, video, names, logos, and branding, and any other content, which may or may not include the Source Material, delivered by Podcast Nation to Client in connection with the Services performed under any SOW, which is also approved, accepted, used, and paid for in full by Client shall be defined as (“Created Content”).

3.2. License and Permissions to Source Material. Notwithstanding the foregoing, Client hereby grants Podcast Nation the following license: a worldwide, fully paid-up, royalty-free, transferable, and sub-licensable right to use, copy, modify, distribute, publish, and process information and Source Material provided by Client to Podcast Nation, without any further consent, notice, or compensation to Client, only to the extent reasonably required for providing the Services and delivering Created Content contemplated under this Agreement or any applicable SOW. The Client shall further provide to Podcast Nation, on or before the Effective Date: 1) a written, absolute, irrevocable waiver in favor of Podcast Nation, from each individual whose name, image, likeness, appearance, or voice is contained in the Source Material, to display, publicly perform, exhibit, transmit, broadcast, reproduce, record, photograph, digitize, modify, alter, edit, adapt, create derivative works, exploit, sell, rent, license, otherwise use the same in connection with the provision of the Services performed under any SOW; 2) a written, absolute, irrevocable waiver, in favor of Podcast Nation, from each individual who is an author (sole or joint) of any of the works of authorship comprising or comprised by the Source Material, in relation to all rights of paternity, integrity, disclosure, and withdrawal and any other rights that may be known as "moral rights" (collectively, "Moral Rights") vested in such author in relation to the Source Material or resultant Created Content.

3.3. Ownership of and Source Material and Created Content. All text, pictures, graphics, photos, artwork, audio and any other content, including all intellectual property rights therein, delivered by Podcast Nation in connection with the Services performed under any SOW which is also approved, accepted, used, and paid for in full by Client (“Content”) All Created Content , including all intellectual property rights therein, shall be deemed to constitute "works made for hire" under the U.S. Copyright Act of 1976, as amended, such that all intellectual property rights therein shall vest in the name of the property of the Client, unless otherwise provided in this Agreement, a SOW, or supplemental agreement. All Source Material, including all intellectual property rights therein, shall be the property of the Client. At all times pertinent hereto, the responsibility to investigate, moderate, provide legal clearance(s), protect, enforce, and register the Source Material and/or Created Content, or any aspect thereof (including the responsibility to investigate any potential rights of third parties) shall be borne by Client, including, but not limited to, all intellectual property related expenses.

Notwithstanding the foregoing, Client hereby grants Podcast Nation the following license: a worldwide, fully paid-up, royalty-free, transferable, and sub-licensable right to use, copy, modify, distribute, publish, and process information and Content provided by Client to Podcast Nation, without any further consent, notice, or compensation to Client, only to the extent reasonably required for providing the Services contemplated under this Agreement or any applicable SOW.

3.4. Background Rights. Notwithstanding anything in this Agreement to the contrary, in connection with any Services provided under any SOW or any supplemental agreement, Podcast Nation shall retain all rights, title or interest related to any of Podcast Nation’s proprietary information and any of its existing intellectual property (collectively “Background Rights”), which may or may not be embodied or present in any proposal, SOW, or supplemental agreement, and no rights, title, or interest in such Background Rights shall be transferred or licensed to Client, express or implied, unless otherwise agreed to in writing by the Parties.

3.5. Privacy Policy. This Agreement and all Services provided thereunder are subject to Podcast Nation’s Privacy Policy, the terms and conditions of which are hereby incorporated by reference and available at podcastnation.com/privacy.

3.6. Monitoring and Compliance. Podcast Nation is not responsible for any public display or misuse of Client’s Source Material or Created Content and does not and cannot pre-screen or monitor all Source Material or Created Content submitted by Client for Services. However, at Podcast Nation’s discretion, Podcast Nation may monitor Source Material or Created Content submitted for Services for the purpose of providing such Services, to ensure compliance with the Terms, and to comply with applicable law or other legal requirements. Podcast Nation reserves the right, but is not obligated, to remove or disable access to Source Material or Created Content submitted by Client at any time and without notice, including, but not limited to, if Podcast Nation, at its sole discretion, considers any Source Material or Created Content to be objectionable, illegal, or in violation of the terms and conditions of this Agreement. Podcast Nation reserves the right to investigate violations of this Agreement or conduct that affects the Services. Podcast Nation may also consult and cooperate with law enforcement authorities regarding Created Content that violates any applicable law.

3.7. Copyright Complaints. Podcast Nation has policies and procedures that provide for the termination of Services and removal of Created Content that is deemed to violate applicable copyright laws, the terms and conditions of which are hereby incorporated by reference and available at [INSERT LINK]. Podcast nation does not endorse any Source Material, Created Content, or any opinion, recommendation, or advice expressed therein, and Podcast Nation expressly disclaims any and all liability in connection with Source Material and Created Content. Pursuant to the applicable safe harbors of the Digital Millennium Copyright Act under 17.U.S.C. 512 (“DMCA”), Podcast Nation may remove Created Content upon the receipt of notification from a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed upon by such Source Material or Created Content. If Client believes Source Material or Created Content submitted and removed is not infringing under the DMCA or that Client has authorization from the copyright owner, Client may send a counter-notice providing (i) Client’s physical or electronic signature, (ii) description of the content removed and location where content appeared before removed, and (iii) statement that Client had good faith belief that content was removed as a result of a mistake or misidentification of the content, and (iv) the Client consents to the jurisdiction of the federal court in Michigan and a statement that the Client will accept service of process from the person who provided the notification of alleged infringement. Upon receipt of counter-notice, Podcast Nation shall send a copy of such counter-notice to the complaining party and notify such party that Podcast Nation may reinstate the removed content within ten (10) business days. If the complaining party does not take legal action against Client, the removed content may be reinstated in ten (10) to (14) business days after the receipt of the counter-notice.

4. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION; LIMITATION OF LIABILITY

4.1. Representations and Warranties. Client hereby represents and warrants that:

(a) it is authorized and has all the necessary rights to enter into this agreement; and

(b) there are no known rights of any third-party (including trademark, copyrights, patents or other intellectual property rights) which would be violated by entering in to this Agreement.

(c) it will not submit any Source Material Content for Services that is copyrighted or subject to third party proprietary rights, including privacy, publicity, trade secrets, or otherwise protected intellectual property unless Client is the owner of such rights or has appropriate permission from their rightful owner to specifically submit such Content, Source Material, or such use is within the scope of fair use;

(d) it will not submit any Content, Source Material for Services that is malicious, false, or inaccurate;

(e) it will not submit any Content, Source Material for Services that may be deemed as pornographic, defamatory, libelous, obscene, harassing, threatening, incendiary, abusive, racist, offensive, deceptive, fraudulent, encouraging criminal or harmful conduct, or which otherwise violates the rights of the Podcast Nation or any third party (including any intellectual property rights, privacy rights, contractual rights, or fiduciary rights);

(f) it will not submit any viruses, corrupted data, or other harmful, disruptive, or destructive files or Content, Source Material for Services that, in Podcast Nation’s sole judgement, may expose Podcast Nation or other users to harm or liability; and

(g) it will not submit any Content, Source Material for Services that uses or contains personal data of any individuals that did not consent to such use, and Client will comply with all obligations as data controller of the personal data Client does use under any applicable law.

4.2. Indemnification. Client agrees to defend, indemnify, and hold harmless Podcast Nation against any loss or expense, including, but not limited to, reasonable attorneys’ fees and costs, that Podcast Nation may sustain as the result of: (a) any claim, suit, government investigation or other proceeding brought against Podcast Nation arising out of assertions made by Client, or relating to Client’s Source Material or Created Content, products, services, or about any Source Material or Created Content, products or services of Client’s competitors in any communications, whether internal or external, or for any claim arising out of the nature or use of Client’s products or services including, but not limited to, any claim or assertions by a third party that Podcast Nation’s Services caused or contributed to a violation or infringement of intellectual property rights; (b) any breach of Client’s representations or warranties; (c) Client’s use or attempted use of the Services in violation of this Agreement; (d) Client’s violation of any law or rights of any third party; and (e) the negligence or willful misconduct of Client or Client’s employees, agents, or contractors.

4.3. Warranty Disclaimer; Limitation of Liability.

PODCAST NATION, INCLUDING ITS AFFILIATED ENTITIES, DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, LICENSEES OR AGENTS, SHALL NOT BE HELD LIABLE TO CLIENT FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, ARISING IN ANY MANNER FROM THE ACTIVITIES CONTEMPLATED BY THIS AGREEMENT OR ANY SOW, WHETHER UNDER CONTRACT, TORT, OR OTHER CAUSE OF ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PROVIDED BY LAW, EXCEPT AS EXPRESSLY PROVIDED HEREIN, PODCAST NATION MAKES NO DISCLAIMS ALL WARRANTIESY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SECURITY, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE. CLIENT’S USE OF THE SERVICES OR ANY ACTIVITIES CONTEMPLATED BY THIS AGREEMENT OR ANY SOW IS PROVIDED AT THE CLIENT’S OWN RISK AND CLIENT ASSUMES FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM CLIENT’S USE OF THE SERVICES. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER PODCAST NATION NOR ANY PERSON ASSOCIATED WITH PODCAST NATION MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER PODCAST NATION NOR ANYONE ASSOCIATED WITH THE PODCAST NATION REPRESENTS OR WARRANTS THAT THE SERVICES OR ADDITIONAL ACTIVITIES OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OBTAINED WILL OTHERWISE MEET CLIENT’S NEEDS OR EXPECTATIONS. REGARDING ANY SOFTWARE, OTHER ELECTRONIC DEVICES PROVIDED, CONTENT, SERVICES, OR WEBSITE CREATED OR HOSTED BY PODCAST NATION AND THAT SUCH WILL BE ERROR FREE OR OPERATE WITHOUT INTERRUPTION. CLIENT ACKNOWLEDGES THAT ANY HOSTING SERVICES WILL BE PROVIDED ON A PLATFORM OWNED AND MAINTAINED BY A THIRD-PARTY. PODCAST NATION SHALL NOT BE LIABLE TO CLIENT FOR ANY DAMAGES ARISING OUT OF SUCH THIRD-PARTY’S OPERATION OR MAINTENANCE OF ITS HOSTING PLATFORM. NOTWITHSTANDING THE FOREGOING, PODCAST NATION’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT OF FEES RECEIVED BY PODCAST NATION FROM CLIENT UNDER THIS AGREEMENT OR (B) ANY AMOUNT RECEIVED BY PODCAST NATION THROUGH ITS APPLICABLE INSURANCE COVERAGE. IN NO EVENT WILL PODCAST NATION’S LIABILITY TO CLIENT EXCEED THE AMOUNT CLIENT HAS ACTUALLY PAID UNDER THIS AGREEMENT FOR SERVICES THAT GAVE RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

5. RELATIONSHIP OF PARTIES

The parties understand and acknowledge that Podcast Nation shall perform the Services as Client’s independent contractor and that this Agreement does not create a joint venture, partnership, or employment relationship between Podcast Nation and Client.

6. TERM; TERMINATION

Term; Termination. This Agreement shall commence as of the Effective Date of the first SOW

and shall continue until terminated as provided herein.

(a) Either Party may terminate this Agreement or any SOW for convenience by providing the other Party with thirty (30) days’ prior written notice. Upon such termination for convenience, Podcast Nation will be promptly paid for any and all Services rendered and any and all costs incurred in connection with the Services.

(b) Either Party may terminate this Agreement in the event that the other Party breaches any material provision of this Agreement or any SOW and fails to cure such breach within thirty (30) days of the receipt of notice of such breach.

(c) Podcast Nation may terminate this Agreement immediately upon notice to Client in order to comply with the law or requests of governmental entities.

(d) Upon termination of this Agreement pursuant to this Section 6, Client shall (i) promptly pay for any and all Services rendered and any and all costs incurred in connection with the Services, and (ii) return or destroy any proprietary information belonging to Podcast Nation in Client’s possession.

(b)(e) The Parties’ obligations under Section 4.1, Section 4.2, Section 4.3, Section 6.1(d), Section 7.3, Section 7.9, and Section 7.13 shall survive the termination of this Agreement.

7. MISCELLANEOUS

7.1. Notices. All notices required must be given personally or sent by United States mail, postage prepaid, addressed to the party at the address set forth in the SOW.

7.2. Assignment. This Agreement is not assignable by Client, without Podcast Nation’s prior written consent. Podcast Nation may assign this Agreement at any time without Client’s approval or consent.

7.3. Governing Law; Limitation on Time to File Claims. This Agreement shall be governed by the laws of the State of Michigan, regardless of conflict of laws principles. The Parties, by evidence of their signatures below, irrevocably and unconditionally agree to submit to the jurisdiction and venue of the state courts of the State of Michigan, County of Oakland and the federal courts of Michigan, Eastern District. ANY CAUSE OF ACTION OR CLAIM CLIENT MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES PROVIDED BY PODCAST NATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CAUSE OF ACTION OR CLAIM ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

7.4. Amendments. This Agreement may not be modified except by a writing referencing this Agreement and signed by both Podcast Nation and Client.

7.5. Interpretation/Construction. Any capitalized but undefined terms in this Agreement shall have the meaning ascribed in the applicable SOW. Words importing gender shall include all genders. Use of the singular include the plural and vice versa. This Agreement shall not be deemed to have been prepared by any one Party, and any rule of construction that an agreement or provision shall be interpreted or construed against the drafter shall have no application to the terms and conditions of this Agreement.

7.6. Publicity. Podcast Nation may use the Client’s name, trademarks and logos only with prior express written consent via e-mail for promotional purposes. Podcast Nation will remove Client’s name, trademarks, and logos within a reasonable time after the receipt of Client’s written request.

7.7. Severability. If any provision herein shall be deemed or declared unenforceable, invalid, or void by a court of competent jurisdiction, the same shall not impair any of the other provisions contained herein which shall be enforced in accordance with their terms.

7.8. Entire Agreement. The Parties intend that this Agreement, including any applicable SOW, (a) constitutes the final and binding expression of their agreement and the complete and exclusive statement of the terms, and (b) supersedes all prior negotiations, representations, and agreements.

7.9. Remedies; Waiver. No failure or delay by the Parties to exercise any right, power, or privilege provided under this Agreement, or by applicable law, will operate as a waiver. No single or partial exercise of any such right, power, or privilege shall preclude any other or future exercise of any other right, power, or privilege. The remedies provided under this Agreement are cumulative and are not exclusive of any rights or remedies provided by law.

7.10. Force Majeure. Podcast Nation will not be deemed in breach of any of the provisions hereof, nor be liable for any costs, expenses, or damages, as a result of any delays or in any failure of performance of any of such provisions caused by any events or conditions beyond its control, including, but not limited to, (a) fire, flood, storms, or to other acts of God; (b) strikes, lockouts, electrical or power outages, utilities or other telecommunications failures, slowdowns, or other labor troubles; or (d) insurrections, riots, war, acts of terrorism, national emergencies or governmental actions or controls, an epidemic or pandemic, all of which are unforeseeable and not within the control of Podcast Nation.

7.11. Ability to Subcontract. Client acknowledges that in providing the Services, Podcast Nation may subcontract to other companies or individuals. Client waives any objection to the involvement of such third parties. Except as provided herein, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

7.12. Protection of Client’s Property. Podcast Nation shall take reasonable precautions to safeguard Client’s property entrusted to Podcast Nation’s custody or control, but in the absence of gross negligence or willful disregard of Client’s property rights by Podcast Nation, Podcast Nation will not be responsible for Client’s loss, damage, destruction, or unauthorized use by others of Client’s property.

7.13. Confidentiality. Client and Podcast Nation each agree to keep in confidence and not to disclose or use for its own benefit, or for the benefit of any third party (except as may be required for the performance of services under this contract or as may be required by law), any information, documents, or materials which are identified by a Party, at the time that they are made available, to be proprietary or confidential, provided, however, that such obligation of confidentiality shall not extend to any information, documents or materials that become publicly available without breach of this covenant, and provided further that such obligations shall expire upon the first anniversary of the effective date of termination of this contract. Each Party shall take reasonable measures to avoid disclosure, dissemination, or unauthorized use of any confidential or proprietary information or materials.

7.14. Cooperation. Client acknowledges that the successful and timely rendering of the Services, and other services, will require the good faith cooperation of Client. Accordingly, Client will cooperate with Podcast Nation, including, without limitation, by (a) providing Podcast Nation with all information reasonably necessary, appropriate, and relevant to Podcast Nation’s performance, and as reasonably required by Podcast Nation; (b) making appropriate personnel of Client available to Podcast Nation; (c) providing at least one employee or consultant of Client, who shall have relevant experience, to act as a Client contact in connection with the Services and (d) providing timely review of materials submitted by Podcast Nation.

7.15. Services to Client’s Designees. In the event Client requests that Podcast Nation make purchases for or render services to third parties, Client and such third party shall be jointly and severally liable to Podcast Nation, even though Podcast Nation may render invoices to, or in the name of, the third party.

7.16. Counterparts. This Agreement and any SOW may be executed in counterparts, each of which shall be an original of the party whose signature appears on such counterpart and both of which together shall constitute one instrument. The exchange of the fully executed Agreement and SOW (in counterparts or otherwise) by electronic means (e.g., email or electronic signatures) shall be sufficient to bind the parties to the terms of this Agreement or any SOW.