PodAllies Agreement For Services

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

2. MARKETING PACKAGE

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.