Subscription Agreement

PODGUEST LLC, ("PodGuest”) PROVIDES STRATEGIC BOOKING, MARKETING, CONSULTING, AND BRAND-BUILDING SERVICES SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS SUBSCRIPTION AGREEMENT (THE “AGREEMENT”). A BOOKING OCCURS WHEN A PODCAST OR HOST MANIFESTS WILLINGNESS TO ALLOW CLIENT TO BE A GUEST WHETHER OR NOT CLIENT ACTUALLY APPEARS ON A PODCAST. PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY. AS USED IN THIS AGREEMENT, “YOU” AND “YOUR” REFER TO THE PERSON OR ENTITY USING THE SITE. PODGUEST AND YOU ARE COLLECTIVELY REFERRED TO AS THE “PARTIES” AND INDIVIDUALLY AS A “PARTY.” THIS AGREEMENT IS EFFECTIVE AS OF THE DATE YOU CLICK THE “PAY” BUTTON OR OTHERWISE SUBMIT PAYMENT (THE “EFFECTIVE DATE”).

BY CLICKING THE “PAY" BUTTON OR OTHERWISE SUBMITTING PAYMENT, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK "CANCEL.” NOTWITHSTANDING THE FOREGOING, USING PODGUEST SERVICES INDICATES YOUR ACCEPTANCE OF THIS AGREEMENT.

1. Services and Obligations of the Parties

1.1 The Services. PodGuest will provide services to Client related to Client’s marketing, Public Relations, and brand-building efforts, (“Services”). The Services are outlined in more detail in one or more Product Descriptions within your PodGuest subscription plan / invoice / scope. Any services that are not included or described in an applicable Product Description will be outside the scope of the Services.

1.2 PodGuest Obligations. PodGuest will provide the Services in a professional, diligent, and commercially reasonable manner, and always aim to adhere to project deadlines. PodGuest reserves the right to hire personnel to assist in performing the Services. Subject to the limitations of liability herein, PodGuest will remain responsible for the performance of and payment to each such person, and for their compliance with the terms and conditions of this Agreement. Client acknowledges and agrees that PodGuest will be free to provide services similar to the Services to other parties, even if such engagement may be competitive with Client.

1.3 Client Obligations. Client acknowledges that the successful completion of deliverables will require Client’s assistance, and full, timely, and accurate performance of its obligations set forth in this Agreement and any applicable Scope. Client will: (a) cooperate in all matters relating to the Services; (b) provide access to Client’s facilities, documents, databases, and personnel as may be reasonably necessary for PodGuest to provide the Services; (c) provide complete and accurate copies of materials or information that PodGuest may request to carry out the Services in a timely manner; (d) provide approval where required by scope within the time period designated by PodGuest; and (e) respond promptly to any requests that are reasonably necessary for PodGuest to perform the Services in accordance with this Agreement.

1.4 Effect of Delays. PodGuest shall not be deemed in breach of its obligations under this Agreement, or otherwise liable for any costs, charges, or losses sustained or incurred by Client if PodGuest’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client or any of its Representatives. In no event will PodGuest be subject to any liability, including without limitation, liability for any consequential, incidental, or other damages, resulting from deadline adjustments, postponements, or terminations that are in any way caused by Client’s acts or omissions.

2. Term and Termination

2.1 Term. The term of this Agreement (the “Initial Term”) will commence as of the Effective Date and will continue until the end date set forth in the corresponding Scope, unless terminated earlier in accordance with Section 2.2 below. The Agreement shall automatically renew on a month-to-month basis upon expiration of the Initial Term (each a “Renewal Term” and together with the Initial Term, the “Term”), until either party requests termination in accordance with Section 2.2.

2.2 Either party may terminate this Agreement at any time and for any reason upon 30 days’ notice to the other party. PodGuest may terminate this Agreement immediately without notice to Client if Client fails to pay Fees and such failure continues for more than 10 days from the date such Fees were due. Client will pay in full for the Services up to and including the last day on which the Services are provided.

3. Fees and Expenses

3.1 Service Fees. In exchange for the Services, Client shall pay PodGuest the fees as set forth in each Scope and in accordance with the terms of this Agreement. Where Services are provided for a fixed price, the total fees for the Services shall be payable as a lump sum or installment payments as stated in the applicable Scope. Where Services are provided on a time and materials basis, the fees payable for the Services shall be calculated in accordance with PodGuest’s hourly rates for the work performed by PodGuest personnel. Additionally, Client agrees to reimburse PodGuest for all reasonable out-of-pocket expenses incurred by PodGuest in connection with the performance of the Services.

3.2 Subscription. You agree to pay PodGuest for Your chosen subscription according to the prices set forth on your subscription selection, which are expressly incorporated into this Agreement. You may choose to be billed monthly or on an annual basis. If You choose to be billed on an annual basis, PodGuest will charge Your credit card for the entire amount of Your chosen subscription tier on the Effective Date. If You choose to be billed monthly, PodGuest will charge Your credit card for Your chosen subscription plan monthly, beginning on the Effective Date and recurring each month thereafter. A change to your subscription if you have chosen to be billed on an annual basis may occur only at the time of renewal. You agree to pay all fees and charges incurred in connection with Your purchases (including any applicable taxes) at the rates in effect when the charges were incurred. PodGuest may require additional verifications or information from You before accepting any order. You agree that PodGuest may change the prices of the subscription without Your consent. PodGuest agrees to give you written notice of any changes to the prices of the subscription tiers, and Your continued use of the Site 15 calendar days following the date of the written notice from PodGuest will be construed as Your acceptance of the changes.

3.3 Late Fees. If Client fails to pay all or any portion of fees owed for more than thirty (30) days from the date on the applicable invoice (“Outstanding Balance”), Client will be charged a monthly fee equal to the lesser of (a) ten percent (10%) of the total Outstanding Balance or (b) the maximum interest chargeable under applicable law (the “Late Fee”). PodGuest also reserves the right, in its sole discretion, to suspend all work related to the Services until any Outstanding Balance and applicable Late Fees are paid in full.

4. Confidentiality and Non-Solicitation.

4.1 Confidential Information. Both parties agree that each shall treat as confidential the terms and conditions of this Agreement, and all information provided by each party to the other regarding its past, present, and future business affairs, operations, plans, intellectual property, trade secrets, know-how, practices, and commercial strategies. All confidential information provided by a party under this Agreement shall only be used by the other party for the purpose of rendering or obtaining the Services, or otherwise as expressly permitted under this Agreement. Each party shall hold the confidential information of the other party in strict confidence, and shall not disclose any confidential information to any third party without the other party’s prior written consent. The confidentiality restrictions in this Section shall not be applicable to any information that is or becomes publicly available other than through a breach of this Agreement. The obligations set forth in Section 4.1 will continue during the Term and for one (1) year after the Termination Date.

4.2 Non-Solicitation. During the period of this Agreement and for a period of one (1) year after the Termination Date (for any reason whatsoever), Client shall not, directly or indirectly: (a) employ or hire; (b) knowingly permit any company or business organization which is directly or indirectly controlled by Client to employ or hire; (c) recruit or attempt to recruit, solicit or attempt to solicit, attempt to hire, interfere with or endeavor to entice away; or (d) assist any entity, company or business organization to recruit or attempt to recruit, solicit or attempt to solicit, attempt to hire, interfere with or endeavor to entice away, any person who is or was employed by PodGuest, or is or was an agent or consultant of PodGuest at any time during the Term.

5. Ownership of Deliverables; Intellectual Property Rights.

5.1 Definitions. For the purposes of this Agreement:

(a) “Client Materials” means any documents, data, information, specifications, content, photographs, and other materials that Client provides or makes available to PodGuest for use in connection with this Agreement.

(b) “Deliverables” means all completed work product, bookings, consultations, designs, content, recordings, and other materials that are prepared by or on behalf of PodGuest in the course of performing the Services and accepted and paid for by Client, including any items identified as such in each Scope.

(c) “Intellectual Property Rights” means any rights associated with intellectual property, including (i) rights in patents and inventions, (ii) trademarks, service marks, trade names, logos and corporate names (in each case, whether registered or unregistered), including all associated goodwill, (iii) copyrights (registered or unregistered) and works of authorship, (iv) computer software, data, databases and documentation thereof, (v) trade secrets, and (vi) all rights, remedies against infringements and rights to protect such interests.

(d) “PodGuest Materials” means all documents, data, know-how, methodologies, tools, processes, systems, and other materials that are created, developed, or acquired by PodGuest independently of this Agreement. PodGuest Materials also includes any work product created or prepared byPodGuest in connection with this Agreement prior to any modifications requested by Client or modifications made at Client’s direction, and any enhancements, improvements, or derivative works based on such work product.

5.2 Ownership of Deliverables. Client acknowledges that PodGuest retains all right, title, and interest in and to PodGuest Materials. PodGuest hereby assigns to Client all rights, title, and interest in and to all Deliverables provided to Client by PodGuest in accordance with this Agreement, and Client will have the right to use and exploit such Deliverables as it sees fit. Client agrees that it shall not use or reproduce the PodGuest Materials for any purpose without PodGuest’s prior written consent.

6. Limitation of Liability.

6.1 Disclaimer of Warranties. PODGUEST MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE SERVICES, EXPRESS OR IMPLIED, AND HEREBY DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PODGUEST DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

6.2 Limitation of Liability. IN NO EVENT SHALL PODGUEST BE LIABLE TO CLIENT OR ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF PODGUEST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PODGUEST’S MAXIMUM LIABILITY TO CLIENT FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT, WHETHER THE CLAIM(S) SOUND IN TORT AND/OR CONTRACT, SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

6.3 Limitation of Liability and Liquidated Damages. BECAUSE DELIVERING BOOKINGS INVOLVES THE EXPENDITURE OF SIGNIFICANT TIME AND EFFORT AND IS SUBJECT TO THIRD PARTIES AND CIRCUMSTANCES OUTSIDE PODGUEST’S CONTROL, IN THE EVENT PODGUEST FAILS TO PROVIDE THE AGREED UPON BOOKING(S), ANY REFUND DEEMED NECESSARY SHALL BE LIMITED TO 50% OF THE PRORATED AMOUNT OF THE FEE PAID TO PODGUEST. 

7. General Provisions

7.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to its conflict of law principles. 

7.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect. 

7.3 Entire Agreement. This Agreement, together with any applicable Scope(s) and any other documents incorporated by reference herein, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether oral or written, between the parties with respect to the subject matter hereof.

7.4 Amendments. This Agreement may only be amended in writing signed by both parties. 

7.5 Waiver. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver.

7.6 Assignment. Client may not assign or transfer its rights or obligations under this Agreement without the prior written consent of PodGuest. PodGuest may assign this Agreement without Client’s consent.

7.7 Notices. Any notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the first paragraph of this Agreement or to such other address as may be designated by either party in accordance with this Section.

8. Acceptance of Terms. By clicking the "Pay" button or by otherwise submitting payment, you represent and warrant that you have read and understand this Agreement, and that you have the legal authority to enter into this Agreement on behalf of yourself or the entity you represent.

V1.1 November 5th, 2024 2:06 PM