This PodAllies Agreement for Services (hereinafter “Agreement”) is entered into by and between PodUp, Inc. d/b/a PodAllies (hereinafter “PodAllies”) and the person or entity registering for services with PodAllies (hereinafter “Client”). By registering for services with PodAllies, Client agrees that Client has read and understood this Agreement, as well as the PodUp standard Terms and Conditions of Service, which is incorporated herein by this reference, and that Client Agrees to be bound by their terms.
PodAllies provides a number of services utilizing its PodUp technology to help build and grow podcasts. Client desires to engage PodAllies, and PodAllies accepts the engagement, to perform those services as selected by Client at time of registration, and as more fully set forth in the Description of Services below. As such, Client and PodAllies agree as follows:
RETENTION OF PODALLIES. Client hereby retains the services of PodAllies.
DESCRIPTION OF SERVICES. PodAllies offers three different packages of services. Below is a description of each package, with its corresponding included services:
1. PRODUCTION PACKAGE
|Services||Description of Services Provided|
|Dedicated Account Manager||We value you as a client! As such, we will assign you an account manager that will oversee the production of your podcast. Your account manager will act as a liaison between you and our team to make sure everything runs as smoothly as possible.|
|Show Concept & Strategy||A strong podcast needs a strong concept, strategy, and brand image. Our team will guide you through each step of this process. We will help you create a concept that is both strategic and compelling to your audience, a podcast strategy to help grow your podcast, a brand image to help your podcast stand out and be easily recognizable. We will accomplish this by guiding you through the process of coming up with a name for your podcast, brainstorming content, figure out an episode release schedule, performing podcast concept research and description. You will be allowed up to 2 rounds of revisions before additional fees are incurred.|
|Regular Client Meetings||You are not alone. We will schedule 30-minute weekly meetings between you and your production team during the pre-launch phase (first 3 months of service). Then 45-minute monthly meetings thereafter. You may schedule additional meetings, at additional costs.|
|Logo and Artwork Design||Having a logo helps to solidify your brand’s voice and identity. Our design team will help you create a logo, website artwork, and cover art that will strengthen your brand image and grow your recognition as a podcast. We will do this by helping you run a 99 Designs campaign for logo creation (you are responsible for any fees charged by 99 Designs). Our designers will then help you design your website and cover art for your podcast. You will be allowed up to 2 rounds of revisions for any website or cover art designed by our designers before additional fees are incurred.|
|Podcast Site Design & Development||A podcast website helps to solidify your brand’s web presence and helps your audience better understand your podcast concept and goals. Our design and development team will help you create a website for your podcast that is both attractive and effective. We will do this by helping you design your podcast website with our design team. You will be allowed up to 3 hours of revision time for any design changes during the pre-launch phase, and up to 1 hour per month after your podcast has launched before additional fees are incurred.|
|Podcast Trailer||A podcast trailer can help in marketing efforts by giving your audience a sample of what they will get from your podcast. Our team will help you create a trailer for your podcast that can be used in your marketing strategy to grow your audience. We will do this by guiding you through the process of creating a podcast trailer. We will help you brainstorm ideas, edit audio, edit video, and provide an episode description, full transcript of the episode, and a summary blog post. You will be provided up to 2 rounds of revisions before additional fees are incurred. Your Podcast trailer will count as one of the first 3 episodes required for launch.|
|Podcast Intro & Outro Edit (with Background Music)||An intro and outro will help remind your audience of the purpose and goal of your podcast. Our team will help you create an intro and outro, complete with background music to help guide your audience through your podcast concept and goals. We will provide you up to 2 rounds of 10 music options to choose from. Should any of the music options you choose from have additional costs (i.e., licensing fees), you will be solely responsible for any such costs.|
|Submission to All Major Podcast Platforms||With so many different podcasting platforms available, publishing to each of them can be tricky. We will handle the submission process for each podcast platform ensuring your podcast is available on whatever platform your potential listeners use. We will also schedule a meeting with you to coordinate Apple ID’s and passwords for Apple Podcasts App.|
|Custom Animated Logo for Intro||Our design team will help you create an animated logo that can be used in the intro for YouTube, Vimeo, or any other video platform you choose to use in sharing your podcast video. Once our designers have created the animated logo, you will be allowed up to 2 rounds of revisions before additional fees are incurred.|
|Audio Editing||Audio is the core of a successful podcast. Your audience wants to listen to high-quality audio. There is a lot that goes into audio editing. In order to produce the audio your audience is looking for; you need to spend the necessary time needed to do so. Our audio engineers are experts at editing high-quality audio and will take care of all the aspects of audio editing. Our audio engineers will edit up to 1 hour of RAW audio per week. You will be allowed up to 2 rounds of revisions per hour of audio before additional fees are incurred. Episode edits will be capped at 30 minutes, and episodes can be divided into multiple parts as necessary.|
|Video Editing||A next-level podcast not only needs audio, but it also requires video. Your audience expects more and our video editors can offer them exactly what they want. When recording your podcast, you will also record video that our editing team will use to produce high-quality videos for YouTube, Vimeo, and any other social media channels that you can use to share your podcast. Our video editors will edit up to 1 hour of RAW footage per week. You will then be allowed up to 2 rounds of revisions per hour of audio before additional fees are incurred. Episode edits will be capped at 30 minutes, and episodes can be divided in multiple parts as necessary.|
|Host Training & Support||Hosting a podcast can be a lot of work. Especially if you have never done it before. Our team will provide you with training and support that will help you become a confident podcast host. We will accomplish this via the regular client meetings set forth above, as well as having your dedicated account manager virtually sitting in on your first 3 episode recordings to provide coaching and feedback, and then monthly thereafter.|
|Guest Scheduling||The guest scheduling process can be messy. With multiple schedules needing to match up, finding a time can be tricky. Our team will handle guest scheduling to ensure a smooth process for you and your guests. All you have to do is find the guests. We will contact up to 4 potential podcast guests per month on your behalf before additional fees are incurred. We will do our best, but we cannot guarantee acceptance of any invitation by any given guest. We will also manage the guest scheduling process for any guests that will appear on the show.|
|Thumbnail Creation for YouTube||Much like a title and description, a YouTube thumbnail can be used to create intrigue and hook potential viewers. Our design time will create YouTube thumbnails for each of your episode’s videos further increasing your podcast’s ability to draw potential audiences to your content. We will do so by creating a custom YouTube thumbnail template to be used for all published episodes. You will be allowed up to 2 rounds of revisions for the template before additional fees are incurred.|
|Site Monitoring||Web development issues can periodically pop up unexpectedly. Our development team will monitor your podcast website and fix any issues that may arise in a timely manner, ensuring your website is running smoothly. Due to the unknown nature of some issues, we cannot provide a guarantee as to when errors will be resolved. We will work diligently to fix any issue that presents itself. With that said, some issues may take minutes or hours to resolve, others days or longer. We will communicate with you to the best of our ability as to when issues will be resolved.|
|Content Management||One often overlooked sequence in production is content management. Because there are so many aspects involved in the production process, without an easy and effective content management system, things can get overwhelming. We will manage the storage and publication of your content for you so you don’t have to worry about it. PodAllies will be responsible for the storage of all episode recordings and copywriting materials, and you will be allowed reasonable access to all podcast content stored by PodAllies.|
|Summary Blog Posts||Blog posts are essential for SEO and they offer a different format for your audience to consume your content. Our writing team will write a summary blog post for each of your podcast episodes summarizing the content of each episode. This will help your podcast be easier to find online and give your audience another option to interact with it. Our writing team will accomplish this by strategically condensing each episode transcript for readability and optimized of SEO. You will be allowed up to 2 rounds of revisions per summary blog post before additional fees are incurred.|
|Episode Titles & Descriptions||The title and description for your podcast episodes is what will excite and hook potential audiences. Our writers will craft compelling episode titles and descriptions for each podcast episode. You are allowed up to 2 rounds of revision for each title and episode description proffered before additional fees are incurred.|
|Full Transcript||We will provide a full transcript of each podcast episode. Transcripts can be used for SEO purposes to help your episodes rank on Google and other search engines. Additionally, your transcripts can be used to provide closed captioning and furthering your reach! You will be allowed up to 2 rounds of revisions for each episode transcript before additional fees are incurred.|
|Uploading, Formatting, & Scheduling for Publication||Managing the intricacies of your podcast schedule and uploads can be tricky and time consuming. Because of our experience and knowledge of how this process works, we will handle all of the uploading, formatting, and scheduling of each podcast episode, to include up to 1 podcast episode, video, transcript, or blog post per week. With approval, additional postings may be possible, at additional costs.|
|Recording Equipment Recommendations & Training||Because of our experience in the podcasting space, we know a thing or two about recording equipment. We will provide you with all the recommended equipment you will need to record your podcast, along with detailed instructions on how to set it up and use it. With our recommendations, you will be able to record high-quality audio and video for us to edit your work. We can make no promises or guarantees should you elect to use non-recommended equipment.|
|Delivery in 7 Business Days||We know you are busy and motivated. For this reason, we will make sure that once you do your part, we will do our part quickly and efficiently. We promise we will have our part finished and returned to you for approval within 7 business days of you sending us your audio and video recording of each episode to when the first draft of the audio and video edits and copywriting will be delivered back to you. If the agreed upon publish date is reached before any revisions have been requested, the episode will be published as-is.|
|PodUp Podcast Recording Platform||We have developed a revolutionary podcasting software used to produce podcasts. So long as you are a PodAllies client, we will provide you with a license to use the PodUp podcast recording platform to record all of your episodes at no additional charge!|
|Podcast Hosting Platform by PodUP||Your podcast and website will be hosted within the PodUp software. By hosting them both in the same place, you will be able to monitor it all easily and we can assist in fixing any issues that may arise in a timely manner.|
|Video Thumbnail Template Design for YouTube & Podcast Episode Template||We will provide you 3 options each, with up to 2 rounds of revisions before additional fees are incurred.|
2. MARKETING PACKAGE
|Services||Description of Services Provided|
|Competition Analysis||As with any business venture it is important to understand your competition. Our experienced marketing team will research competitors within your podcasting niche and provide you with a detailed analysis of the competition that exists. With this information, you will be able to make strategic decisions for your podcast with peace of mind knowing those decisions are backed by data. This service will only be provided the first month of service; thereafter, it will only be available for an additional charge.|
|Keyword Research||When optimizing your content for SEO, keyword research is a must. Our marketing team will do this research for you providing you with the best keywords to use in your podcast, blog, and promotional ads to enhance your reach. This service will only be provided the first month of service; thereafter, it will only be available for an additional charge.|
|Podcast and Blog Title Research||Our marketing team will also research the best keywords to use in your podcast and blog titles for SEO. This, in addition to the other keyword research, will help boost your podcast’s visibility and make it easier for your potential audience to find you. This service will only be provided the first month of service; thereafter, it will only be available for an additional charge.|
|Google/Bing Webmaster & Sitemap Creation||Our team will create Google and Bing webmaster and sitemaps for your podcast’s website. With webmaster and sitemap, your website’s code will be able to communicate with search engines enhancing its overall SEO and will help push your website to the top of search results faster. This service will only be provided the first month of service; thereafter, it will only be available for an additional charge.|
|Customized Newsletter Template||Our design team will help you customize a unique newsletter template that can be used to send out monthly newsletters to your audience. Newsletters help your podcast be at the forefront of your audience’s minds and increase your podcast’s following. This service will only be provided the first month of service; thereafter, it will only be available for an additional charge.|
|Integration & List Creation with Email Marketing Software||Email marketing is a powerful marketing tool. But growing your email list can be hard, tedious work. Our marketing team will work with you to grow your email list and then integrate it into an email marketing software. This service will only be provided the first month of service; thereafter, it will only be available for an additional charge.|
|Newsletter Creation & Distribution||If you don’t have the time to create your own newsletter, we can do it for you. Our writing team will write your newsletter and distribute it to your email list on a monthly basis, saving you time so you can focus on the big picture ideas for your podcast. Once created, you will be allowed up to 2 rounds of revisions for each newsletter before additional fees are incurred. If no revision or suggestions are provided before 2 business days before the agreed-upon send date, the newsletter will be sent out as-is.|
|SEO & Technical Review of Your Podcast Website||SEO only works if you do it correctly. Our marketing team will perform monthly SEO and technical reviews of your podcast website ensuring SEO goals are met and revising SEO practices as necessary. Using these reviews, you, as the podcast host, will be able to make more informed decisions on podcast strategy and content.|
|Guest Outreach||While it is always better to reach out to your own network to find guests for your podcast, we will provide you up to 40 potential guests with their contact information to invite as guests onto your podcast. And while we cannot guarantee their acceptance, we can make an initial introduction and help manage potential future communication and scheduling with guests.|
|Podcast Outreach||Our team will find and reach out to 20 podcasts requesting an invite for you to appear on their podcasts. By appearing on other podcasts, you can reach an audience that you might otherwise not have been able to reach. And while acceptance depends on the other podcast owners, we can help make initial contact and manage potential future communication and scheduling.|
|Guest Management||Scheduling can be frustrating. It’s hard to find a time that works for everyone which is why we will do it for you. By sending emails, follow ups, and managing the scheduling process, we will handle the planning and management of guests on your show and when you make guest appearances on other podcasts.|
|Planning & Management of Ad Campaigns||Our marketing team has years of experience running social media and Google ad campaigns. Our team will handle the creation and management of any ad campaigns you wish to pursue to promote your podcast (although, you will be responsible for any third-party ad costs).|
|Creation of Socail Media Ad Images, Captions & Content||In order to promote your podcast on social media channels, you will need images and content. Our design and writing teams will help you create ad images and write social media captions and long-form shared content to help you promote your podcast.|
|Hashtag Research for Social Media||Hashtag research is important for a successful social media marketing campaign. Our marketing team will provide in-depth hashtag research for your podcast’s niche. This hashtag research will help your podcast get in front of the eyes of as many people as possible with the goal of converting them to dedicated followers.|
|Podcast Analytics||On a monthly basis, our team will monitor your podcast’s performance, download statistics, and research listener demographics, and summarize it all in a monthly report. This monthly report will give you valuable insights on your podcast’s performance and who is listening. With this data, you will be able to make informed decisions about your podcast’s strategy and better cater your content to your audience’s needs and wants.|
|Regular Team Meetings||Our team will sit down with you in a 45-minute meeting on a monthly basis to discuss podcast strategy, review data, and provide you with feedback on how to leverage your audience’s following and interest in you and your brand. These meetings will be beneficial in assessing your podcast’s success and trajectory.|
|Influencer Outreach||Influencer marketing is a great way for businesses to reach new audiences. Our marketing team will reach out to social media influencers and ask them to promote your podcast. You will be responsible for third-party influencer fees. We will reach out to up to 10 different influencers on your behalf to discuss potential promotional deals. Of course, you always decide what can and should be done for each agreement.|
|Link Building||Backlinking is an essential element to a strong SEO strategy. Our team will work to find relevant links to add to your podcast site and promotion materials and work to get your podcast featured on guest blogs. You will be responsible for any third-party backlinking fees.|
|Reviews & Reputation Management||Reviews help grow credibility early on in your podcasting journey. With them, potential listeners can gain better insight into you and your podcast. Our team will work to get reviews for your podcast to grow your credibility by instigating a review and reputation campaign.|
|Social Media Content||Social media is essential for promoting your podcast. Without it, you won’t be able to stand out among other podcasts in the space. Our marketing team will write 8 social media posts each month to be posted to Facebook, Instagram, and LinkedIn. Additional posts can be made for additional fees.|
|Social Media Management||Publishing social media posts can be tedious, time-consuming, and needs to be consistent. With our PodUp platform, we will publish your posts onto your podcast’s social media channels.|
3. BUNDLE PACKAGE
The Bundle Package consists of all services provided in the Production Package as well as all services provided in the Marketing Package as set forth above. It is the best of both worlds!
AUTHORIZED WORK/PAYMENT FOR SERVICES. Client hereby engages PodAllies for an initial term of six (6) months of services for the Package selected at time of registration, at the monthly rate at time of registration. After the initial term of six (6) months, Client shall be allowed to either enter into a new six (6) month contract for services; otherwise, this Agreement shall default to a month-to-month basis, at the prevailing rates at said time. PodAllies does not offer month-to-month services until Client has already completed a six (6) month contract with PodAllies.
Client’s monthly subscription only covers the cost of services as set forth above for the Package selected. PodAllies may provide additional monthly services based upon Client’s reasonable requests. As such, in addition to your monthly subscription, you will also be billed for any additional requested services provided, at an hourly rate of $150.00/hr. Client’s agreement to pay any additional fees and costs associated with such additional services shall be binding upon the Client at the time of request by Client.
Should Client fail to timely pay any amounts owed and outstanding, PodAllies reserves the right to suspend performance of Services and withhold delivery of materials until payment in full of all amounts due are received. PodAllies shall not be liable for any damages, losses or liabilities that may arise out of its suspension of performance and/or withholding of materials due to Client’s non-payment. Late payments shall accrue interest at the rate of 1.5% per month. PodAllies shall be entitled to all of its costs of collection of amounts outstanding, including, but not limited to, its attorneys’ fees and costs.
EXPENSES. As part of the Services provided by PodAllies, Client may incur third-party expenses. As set forth above, these expenses may include, for example, pay-per-click advertising, social media advertising, influencer compensation, stock photography and video licensing, travel expenses, outside software/technology licensing (such as ClickFunnels), compensating survey responders, etc. PodAllies will not incur on Client’s behalf any such expenses without Client’s prior approval, including setting of a monthly budget for any such monthly expense. Client agrees to be responsible to timely pay any third-party expense and/or reimburse PodAllies for any such expense advanced on Client’s behalf by PodAllies.
TERM/TERMINATION. As set forth above, this Agreement has an initial term of six (6) months. The Agreement shall become effective upon registration by Client. After the initial term of six (6) months, this Agreement shall become month-to-month at the monthly subscription price then in effect; however, Client shall also have the option to enter into a new six (6) month agreement at the prices then in effect. PodAllies may cancel this Agreement at any time for any reason by providing a written thirty (30) day notice to the Client.
RELATIONSHIP OF PARTIES. It is understood by the parties that PodAllies is an independent contractor with respect to Client, and not an employee of Client. Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of PodAllies.
LAWS AFFECTING ELECTRONIC COMMERCE. Client agrees that Client is solely responsible for complying with laws, taxes, and tariffs that governments enact and fix from time to time in connection with internet based electronic commerce, and shall indemnify, hold harmless, protect, and defend PodAllies and its subcontractors from any cost, claim, suit, penalty, or tariff, including attorneys’ fees, costs, and expenses, arising from Client’s exercise of Internet electronic commerce.
RIGHTS, OWNERSHIP AND USAGE. Subject to PodAllies’s receiving full payment under this Agreement in a timely manner, PodAllies shall assign to the Client, without representation or warranty, all rights, title and interest PodAllies may have in any work specifically created by PodAllies for the Client pursuant to this Agreement, except that:
(a) PodAllies may use and distribute such work, along with company name and logo of Client, as part of its website, social channels, portfolio and other marketing channels for promotional purposes;
(b) PodAllies shall own and retain all rights to any and all concepts, ideas, designs, proposals and other work and materials (collectively, “Work”) which have been presented to the Client but not included in the final work product;
(c) PodAllies shall own and retain all rights to any technology, technical documentation, inventions, algorithms, software, architecture, logic, navigation, 3d modeling files, animation files and other source files for front-end deliverables, computer programs, source codes, game engines or other backend and background elements, influencer spreadsheets, files and features incorporated into or utilized by the Work (collectively, “Background Technology”). Unless the parties agree otherwise in a written and signed agreement, PodAllies shall retain ownership of any and all Background Technology, including any and all associated intellectual property rights. PodAllies hereby grants to Client a nonexclusive, royalty-free, revocable, worldwide license for the duration of this Agreement to use, reproduce, distribute, display and perform PodAllies’s Background Technology, in compiled machine readable object code form only, to the extent incorporated into any Service provided hereunder strictly for the purposes and in the territories set out in this Agreement and not to license, distribute, disclose or resell to other parties.
NON-SOLICITATION. Neither Client nor PodAllies shall solicit the other’s employees, independent contractors of PodAllies or engage them in any work independent of the parties’ relationship under this Agreement during the term of the Agreement and for 24 months thereafter.
NON-DISPARAGEMENT. Client and PodAllies agree that they shall not disparage each other, the employees or owners of the other party, in any way during the term of this Agreement or for a period of three (3) years following the termination of this Agreement.
EMPLOYEES. PodAllies’ employees and contractors, if any, who perform services for Client under this Agreement shall also be bound by the provisions of this Agreement.
DISCLAIMERS. PodAllies shall not be held responsible for delays or non-performance caused by activities or factors beyond its reasonable control, including delays and nonperformance caused by forces of nature, natural disasters, pandemics, viruses, denial of service attacks, other acts or omissions by third parties, Internet service providers, the Client or its contractors, strikes, lockouts, work slowdowns or stoppages, accidents, fires, acts of God, terrorism, failure by the Client to timely furnish information or approve or disapprove work, or faulty performance by the Client or others, including third-party contractors hired by PodAllies or by Client. PodAllies shall not be liable for any indirect, third-party, incidental, special, consequential, exemplary, or punitive damages arising out of this Agreement. PODALLIES’S MAXIMUM LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES RECEIVED DURING THE PREVIOUS TWO (2) MONTHS FROM CLIENT UNDER THIS AGREEMENT.
It is understood that all websites and digital projects have challenges and issues at times, including but not limited to server downtime, latency, email server going down, errors, broken links, misspellings, bad keywords, revenue generation, advertising campaigns, marketing results, etc. It is impossible for any web development, marketing or consulting firm to guarantee these types of issues. When PodAllies becomes aware of these types of issues, PodAllies agrees to work with Client to attempt to improve or resolve them as quickly as PodAllies and Client reasonably can do so together. It is possible that some issues may not be able to be resolved. Client agrees that PodAllies and its officers and employees provide no guarantees and shall have no liability or responsibility to pay damages related to guarantees or these types of issues. When PodAllies reports that a project is completed and/or ready to be tested, Client agrees to test that project thoroughly and promptly inform PodAllies in writing of any issues so that PodAllies can fix them. PodAllies cannot provide any guarantees related to future performance. If there are any issues between the parties, the parties agree to do their best to find a mutually agreeable solution. If that is unsuccessful, the parties agree to submit the dispute to expedited and binding arbitration in Madison County, Idaho.
If PodAllies assists in preparing terms of service, privacy policies, community guidelines, eBook disclaimers, copyright notices, trademark applications, copyright applications, site content, influencer agreements, affiliate agreements, author agreements, media release agreements, or other projects related to legal, accounting or medical information, Client agrees and understands that PodAllies is only assisting for marketing purposes and that PodAllies is not an attorney, accountant or doctor and does not provide legal, accounting or medical advice or services. Client agrees and confirms that there is no attorney-client relationship between the parties, that PodAllies is not, has not, and will not provide any legal or accounting advice, and that PodAllies has recommended that Client consult with such experts regarding the same. Client agrees to not rely on any legal, accounting or medical assistance provided by PodAllies and to seek qualified legal, accounting or medical advice as needed.
CONFIDENTIAL INFORMATION. Client shall maintain in strict secrecy all confidential or trade secret information, whether patentable or not, relating to the business of PodAllies (the “Confidential Information”) or any of the clients or former clients of PodAllies, obtained by Client, directly or indirectly, from PodAllies, and shall not, unless first authorized in writing by PodAllies, disclose, or use any such Confidential Information in any way. For purposes hereof, Confidential Information shall include without limitation any technical plans and drawings or other reproductions or materials of any kind; any financial information with respect to PodAllies or its business; any trade secrets, knowledge, or information with respect to products, processes, inventions, formulae, software, source codes, object codes, algorithms, and services provided; any operating procedures, techniques, or know-how; any consulting templates, manuals, terminology, work product, client certification programs, training courses, diagrams, and any other intellectual property utilized in, related to, or arising from the business of PodAllies; business methods or forms; any names, addresses, or data on suppliers or customers; and any business policies or other information relating to or dealing with the purchasing, sales, advertising, promotional, or distribution policies or practices of PodAllies. Client may not disclose publicly if content was created by a ghostwriter.
ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written.
SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
MODIFICATION/AMENDMENTS. This Agreement and PodUp’s standard Terms and Conditions of Service may be modified by PodAllies at any time, with or without prior notice to Client. Amendments or Modifications to this Agreement shall not be binding on Client for the first six (6) months of their Agreement. Thereafter, Amendments or Modification shall be binding on Client at time of renewal of services, when Client is emailed the Amendment or Modification, or when posted on PodAllies’ website. No amendment to this Agreement shall be binding upon PodAllies without PodAllies prior express consent. Client’s continued acceptance of services from PodAllies shall constitute Client’s acceptance of any Amendment or Modification to this Agreement.
NOTICES. Any notice required to be given pursuant to this Agreement shall be in writing and emailed to PodAllies at help@PodAllies.com or to the Client at the email address provided at time of registration.
APPLICABLE LAW AND EXCLUSIVE JURISDICTION AND VENUE.
This Agreement shall be governed by the laws of the State of Idaho, and the state courts in and for Madison County, Idaho shall have exclusive and sole jurisdiction for any dispute between the parties.
NO GUARANTEE – DISCLAIMER OF WARRANTIES. PODALLIES DOES NOT PROMISE, GUARANTEE OR WARRANT THAT CLIENT’S BUSINESS WILL BE SUCCESSFUL, OR MAKE ANY MONEY WHATSOEVER. PODALLIES’ WEBSITES AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. PODALLIES MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY MATERIAL ON OR ACCESSIBLE THROUGH ANY PODALLIES WEBSITE OR SERVICE. ANY RELIANCE ON OR USE OF SUCH MATERIALS SHALL BE AT YOUR SOLE RISK. PODALLIES MAKES NO REPRESENTATION OR WARRANTY (A) THAT ANY PODALLIES WEBSITE OR SERVICE WILL BE AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO ANY PODALLIES WEBSITE OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE; (B) THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR (C) THAT ANY PODALLIES’ WEBSITE OR THE SERVERS OR NETWORKS THROUGH WHICH ANY PODALLIES WEBSITE IS MADE AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THIS DISCLAIMER AND WAIVER IS APPLICABLE TO THE FULLEST EXTENT PERMITTED BY LAW. SHOULD THE LAW APPLICABLE TO YOU PROHIBIT ANY SUCH WAIVER OR DISCLAIMER, THEN THE ABOVE REFERENCED WAIVER AND DISCLAIMER SHALL BE APPLICABLE TO THE FULLEST EXTENT PERMITTED BY LAW APPLICABLE TO YOU.
LIMITATION OF LIABILITY. YOU AGREE THAT IN NO EVENT SHALL PODALLIES BE LIABLE TO YOU FOR ANY CLAIM OF ANY KIND OR DESCRIPTION EXCEEDING THE AMOUNT OF TWO (2) TIMES THE AMOUNT PAID BY YOU TO PODALLIES FOR THE MONTH PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST PODALLIES OCCURRED. YOU WAIVE ANY RIGHT TO SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR DESCRIPTION.
INDEMNITY. CLIENT AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS PODALLIES, ITS OFFICERS, DIRECTORS, EMPLOYEES, OWNER(S), AND PARENT COMPANY(IES) AND ASSIGNS FROM AND AGAINST ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION OF EVERY KIND AND CHARACTER WITHOUT LIMIT ARISING OUT OF CLIENT’S CONDUCT. CLIENT’S INDEMNITY OBLIGATIONS INCLUDE, BUT ARE NOT LIMITED TO, ANY THIRD-PARTY CLAIM AGAINST PODALLIES FOR LIABILITY FOR PAYMENTS FOR, DAMAGES CAUSED BY, OR OTHER LIABILITY RELATING TO, CLIENT.
WAIVER OF CLASS ACTION CLAIMS. Client does hereby agree to and does waive any and all right to bring any and all claim(s) in the form of a class action. Client understands and agrees that Client will not have the right to participate in a representative capacity or as a member of any class of claimants pertaining to any claims that may arise under, or be in any way related to this Agreement. There is no right or authority for any claim Client has against PodAllies to be brought on a class action basis or on any basis involving claims brought in a purported representative capacity on behalf of the general public, or on behalf of other persons or entities similarly situated. Claims brought against PodAllies may not be joined or consolidated with claims brought by anyone else.
BINDING ARBITRATION. If a dispute arises between the parties to this Agreement, the parties hereby agree to resolve such dispute exclusively via expedited and mandatory binding arbitration. The arbitration will be conducted in accordance with the procedures in this Agreement and the Arbitration Rules for Professional Accounting and Related Services Disputes of the AAA (“AAA Rules”). In the event of a conflict, the provisions of this Agreement will control. The arbitration will be conducted before an arbitrator, regardless of the size of the dispute, to be selected as provided in the AAA Rules. Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrator. No potential arbitrator may serve unless he or she has agreed in writing to abide and be bound by these procedures. The arbitrator may not award non-monetary or equitable relief of any sort. They shall have no power to award (i) damages inconsistent with the Agreement or (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages, and the parties expressly waive their right to obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. No discovery will be permitted in connection with the arbitration unless it is expressly authorized by the arbitrator upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential, and expedited. Neither the parties nor the arbitrator may disclose the existence, content, or results of the arbitration, except as necessary to comply with legal or regulatory requirements. Before making any such disclosure, a party shall give written notice to all other parties and shall afford such parties a reasonable opportunity to protect their interests. The result of the arbitration will be binding on the parties, and judgment on the arbitrator’s award may be entered in any court having jurisdiction in accordance with this Agreement.
LIMITATIONS PERIOD. Any claim brought in arbitration must be brought within the time period set forth in any statute of limitations that, but for this agreement to arbitrate, would apply to the claims asserted in any arbitration proceeding.
ATTORNEYS’ FEES. You agree that in the event of any arbitration or litigation, each party will each bear its own costs and attorneys’ fees, regardless of who is deemed the prevailing party. The foregoing notwithstanding, if either party commences an action in a court of law or equity and the responding party successfully moves such court to compel arbitration, the party who moved for the order compelling arbitration shall be entitled to recover its reasonable costs and attorneys’ fees incurred on the motion to compel from the other party.