Welcome to Podopolo! Let’s get started growing your podcast’s reach and revenue.

First, we must outline the terms of the Podopolo Podcaster Agreement (“Agreement”) as these govern your access and use of Podopolo, including advertising sales representation, and by signing up for and using the Services, you agree to be bound by this Agreement.

This Agreement, effective as of the last date indicated above (the “Effective Date”), is by and between Wings Media, LLC, a Delaware limited liability company, with offices located at 8609 Westwood Center Drive, Suite 110, Tysons Corner, VA 22182 which owns and operates the Podopolo™ interactive podcast mobile and web apps and Podopolo.com website (“Provider”), and you (“Podcaster”). Provider and Podcaster may be referred to herein collectively as the “Parties” or individually as a “Party.”

WHEREAS, Provider provides media distribution on smartphones and other devices and channels, hosting, audience analytics and insights, interactive content, social networking, gamified audience engagement, advertising and sponsorship sales, subscription services, e-commerce, and other services (“Services”) through PodopoloTM (“Provider”);

WHEREAS, Provider automatically ingests public RSS audio and video feeds of podcasts in all languages worldwide, providing podcast distribution to access and engage growing audiences worldwide; and

WHEREAS, Podcaster desires to access and use Podopolo Services, and Provider desires to provide Podcaster use and access to Podopolo Services, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

“Aggregated Statistics” means data, audience analytics, actionable insights and information related to both Podcaster's use of the Services (as defined below) and how audiences interact with Podcaster content, that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

“Authorized User” means Podcaster’s employees, consultants, contractors, and agents (i) who are authorized by Podcaster to access and use the Services under the rights granted to Podcaster pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.

“Podcaster Content” means any content or material, audio, video, text, digital, or otherwise, that Podcaster verifies as their own, claims, submits, uploads, publishes, posts, or otherwise transmits through or on the Services, including voice or video recordings, images, photographs, videos, training courses, sales offers, direct messages, engagement challenges and contests, live discussions, curated playlists, and text.

“Podcaster IP” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Podcaster or an Authorized User through the Services.

“Provider IP” means the Services, Podopolo and any and all intellectual property provided to Podcaster or any Authorized User in connection with the Services, including trademarks, service marks, trade names, logos, domain names. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider's monitoring of Podcaster's access to or use of the Services but does not include Podcaster IP.

“Services” means the software-as-a-service features and functionality of the mobile and web app, platform and website, advertising and sponsorship sales representation and placement, promotion and additional offerings through Podopolo as more fully described in Exhibit A to this Agreement.

2. Access and Use

(a) Provision of Access. Subject to and conditioned on Podcaster’s payment of Fees including any Special Offer (whether free of charge or discounted, as defined below) and compliance with all the terms and conditions of this Agreement, as well as the Podopolo Terms of Service (https://podopolo.com/terms), Privacy Policy (https://podopolo.com/privacy) and Community Guidelines (https://podopolo.com/community-guidelines), Provider hereby grants Podcaster a non-exclusive, non-transferable right to access and use the Services during the term of this Agreement, solely for use by Podcaster and its Authorized Users in accordance with the terms and conditions herein.

(b) Use Restrictions. Podcaster shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Podcaster shall not at any time, directly or indirectly, and shall not permit any Authorized Users, to: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; or (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. Podcaster further agrees not to use the Services to engage in any activity or submit Podcaster Content or other material that contravenes the Podopolo Community Guidelines (https://podopolo.com/community-guidelines specifically:

(c) Incites hate crimes or violence, advocates abuse, or would be deemed by a court of law to be defamatory or slanderous;
(i) Is intended to harass others;
(ii) Promotes or is intended to promote illegal acts;
(iii) Discloses confidential or proprietary information of a third party; or
(iv) Violates any agreement to which Podcaster is a party.
Any Podcaster Content disclosed, submitted, posted, or otherwise shared by Podcaster in connection to the Services may result in immediate termination or suspension of this Agreement if Provider determines, in its sole and absolute discretion, that such Podcaster Content violates the terms of this Agreement.

(d) Reservation of Rights. Provider reserves all rights not expressly granted to Podcaster in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Podcaster or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.

(e) Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Podcaster’s and any Authorized User's access to any portion or all of the Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Services; (B) Podcaster’s or any Authorized User's use of the Services disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Podcaster, or any Authorized User, is using the Provider IP for fraudulent or illegal activities; (D) Podcaster publishes inappropriate content, as defined in the Terms of Use (more at https://podopolo.com/terms) and Podopolo Community Guidelines (more at https://podopolo.com/community-guidelines) (E) subject to applicable law, Podcaster has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (F) Provider's provision of the Services to Podcaster or any Authorized User is prohibited by applicable law; or (ii) any vendor of Provider has suspended or terminated Provider's access to or use of any third party services or products required to enable Podcaster to access the Services (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Podcaster and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Podcaster or any Authorized User may incur as a result of a Service Suspension.

(f) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Podcaster's use of the Services, including audience reach and engagement with advertisements, sponsorship, social and gamification features, and collect and compile Aggregated Statistics. As between Provider and Podcaster, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. Provider will share full audience data, insights, and intelligence reports with Podcaster pursuant to its offering through its Services, as more fully described in Exhibit A to this Agreement.

(g) Podcaster acknowledges that Provider may compile Aggregated Statistics based on Podcaster IP input into the Services. Podcaster agrees that Provider may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.

(h) License to Provider. Podcaster hereby grants a non-exclusive, sub-licensable, royalty free, irrevocable, fully paid, worldwide license to download, digitally transcode, transfer process, store, clip, share, and/or make copies of the Podcaster Content to the extent reasonably necessary to transmit, publish, or otherwise communicate the Podcaster Content to the public, in any media format now known or later developed, including “streaming”, as that term is commonly understood, in order to provide the Services to Podcaster. Podcaster also hereby grants a non-exclusive, sub-licensable, royalty free, irrevocable, fully paid, worldwide license to use Podcaster’s name, likeness, and photograph on the Services and in Provider’s marketing material to advertise, promote, and otherwise market Podcaster’s Podcaster Content through the Services.

(i) Podcaster Responsibilities. Podcaster is responsible and liable for all uses of the Services resulting from access provided by Podcaster, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Podcaster is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Podcaster will be deemed a breach of this Agreement by Podcaster. Podcaster shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services, and shall cause Authorized Users to comply with such provisions.

3. Fees and Payment.

(a) Fees. Podcaster shall pay Provider the fees ("Fees") as set forth in Exhibit A without offset or deduction, barring any Special Offer (including free or discounted usage for a specified period of time). Podcaster shall make all payments hereunder in US dollars on or before the due date set forth in Exhibit A. If Podcaster fails to make any payment when due, without limiting Provider's other rights and remedies: (i) Provider may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Podcaster shall reimburse Provider for all costs incurred by Provider in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for five (5) days or more, Provider may suspend Podcaster's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full.

(b) Taxes. All Fees and other amounts payable by Podcaster under this Agreement are exclusive of taxes and similar assessments. Podcaster is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Podcaster hereunder, other than any taxes imposed on Provider's income.

(c) Advertising and Sponsorship Revenue. Provider places advertising and sponsorship on-air and on-app for individual podcasts, podcast genres, curated collections, episode playlists, podcast clips, podcaster social communities, social audio conversations, video, and the platform and network as a whole. Except with respect to “on air” or in-content advertising or sponsorships, all advertisements, such as sponsored contests, badges, in-app display ads, sponsored offers and other in-app ads or sponsorships, including gamification and socially interactive features and clips for Podopolo distribution to smart speakers and other such devices, must be arranged by Provider and administered through the Podopolo platform. Podcaster may earn additional revenue on commission by referring its own advertising providers to Provider for the sale of advertisements or sponsorships through the Services as outlined in Exhibit A. Podcaster may sell “on-air” or in-content advertisements in connection to on-air Podcaster Content streamed through the Services without Provider’s consent or approval; provided, however, that Podcaster agrees to maintain at least three (3) on-air advertisement slots per episode for Provider to fill in connection to Podcaster Content streamed or downloaded through the Services. The revenue share between Provider and Podcaster for the monetization of Podcaster Content is further described in Exhibit A. Podcaster may be entitled to affiliate revenue share for referring other podcasters that subscribe to the Services, subject to the terms and conditions set forth in Exhibit B to this Agreement.

4. Confidential Information; Non-Circumvention.

(a) From time to time during the term of this Agreement, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

(b) Unless otherwise expressly consented to in writing in advance, neither Podcaster nor any of its affiliated offices, entities, partners, agents, employees, successors in interest, or permitted assigns, will, during the term of this Agreement, circumvent the terms and obligations of this Agreement by contacting, dealing with and/or entering into any agreement with any individual, group or entity for the purpose of avoiding the covenants, terms and obligations of this Agreement whether express or implied.

5. Intellectual Property Ownership; Feedback.

(a) Provider IP. Podcaster acknowledges that, as between Podcaster and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP.

(b) Podcaster IP. Provider acknowledges that, as between Provider and Podcaster, Podcaster owns all right, title, and interest, including all intellectual property rights, in and to the Podcaster IP. Podcaster hereby grants to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, host, and otherwise use and display the Podcaster IP and perform all acts with respect to the Podcaster IP as may be necessary for Provider to provide the Services to Podcaster, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Podcaster IP incorporated within the Aggregated Statistics. Further, Provider reserves the right to negotiate with third party companies (including but not limited to Hollywood studios, TV networks, and other media and technology platforms, including providers of smart speakers, smart TVs/OTT, IoT and other smart devices) to distribute or repurpose Podcaster content beyond Podopolo for a fee payable to the Podcaster to be agreed by the Podcaster and Provider, and Podcaster has the right of first refusal to any and all such offers.

(c) Feedback. If Podcaster or any of its employees or contractors sends or transmits any communications or materials to Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the Provider IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Podcaster hereby assigns to Provider on Podcaster’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback.

(d) Warranty Disclaimer. THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET PODCASTER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

6. Indemnification.

(a) Provider Indemnification. Provider shall indemnify, defend, and hold harmless Podcaster from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Podcaster resulting from any third party claim, suit, action, or proceeding ("Third Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights/US patents, copyrights, or trade secrets, provided that Podcaster promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim.

(b) Podcaster Indemnification. Podcaster shall indemnify, hold harmless, and, at Provider's option, defend Provider from and against any Losses resulting from any Third Party Claim that the Podcaster IP, or any use of the Podcaster IP in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights and any Third Party Claims based on Podcaster's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; or (iv) modifications to the Services not made by Provider, provided that Podcaster may not settle any Third Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third Party Claim or to participate in the defense thereof by counsel of its own choice.

(c) Sole Remedy. THIS SECTION 10 SETS FORTH PODCASTER’S SOLE REMEDIES AND PROVIDER'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

(d) Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED TWO (2) TIMES THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7. Term and Termination.

(a) Term. The term of this Agreement begins on the Effective Date and will continue in effect for a period of twelve (12) months. After the initial twelve (12) month period, the Agreement will automatically renew for successive one (1) year periods until terminated as described below.

(b) Termination. In addition to any other express termination right set forth in this Agreement:
(i) After the initial twelve (12) month term, either Party may terminate this Agreement for any or no reason by providing the other Party with thirty (30) days prior written notice;
(ii) Within the first thirty (30) days of executing this Agreement, Podcaster may cancel at any time for any reason, and is entitled to a full refund provided written notice to the Provider within the first thirty (30) days.
(iii) Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured fifteen (15) days after the non-breaching Party provides the breaching Party with written notice of such breach; or
(iv) Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
(v) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Podcaster shall immediately discontinue use of the Services and Podcaster shall delete, destroy, or return all copies of the Provider IP and certify in writing to the Provider that the Provider IP has been deleted or destroyed. No expiration or termination will affect Podcaster's obligation to pay all Fees that may have become due before such expiration or termination or entitle Podcaster to any refund.
(vi) All provisions of this Agreement relating to confidentiality, ownership, indemnification, and warranties shall survive the termination or expiration of this Agreement.

8. Miscellaneous

(a) Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.

(b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

(c) Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

(d) Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any othe

(e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to affect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(f) Governing Law; Venue: Mediation. The Agreement is governed by and to be construed in accordance with the laws of Delaware, without reference to conflict of law principles. The Parties agree that:

1. Mediation. Any dispute, controversy, or claim arising out of or related in any way to Podcasters's use of Services, but not limited to claims arising under or related to this Agreement or any breach of this Agreement, and any alleged violation of any federal, state, or local statute, regulation, common law, or public policy, shall be submitted to mediation with The McCammon Group, Ltd. in Fairfax, Virginia.
2. Arbitration. The parties further agree that, in the event mediation is unsuccessful, the dispute, controversy, or claim shall be submitted to binding arbitration before a mutually agreed upon arbitrator with The McCammon Group, Ltd. in Fairfax, Virginia. The arbitration shall proceed according to The McCammon Group, Ltd.’s standard Arbitration Rules governing at the time one of the parties initiates a claim. The Arbitration Rules are available online at www.mccammongroup.com.
   (a) The parties agree that the Provider is engaged in interstate commerce and that this agreement to arbitration disputes and the arbitration shall be governed in accordance with the Federal Arbitration Act (“FAA”) to the exclusion of any state law inconsistent with the FAA. The Arbitrator shall apply the substantive state or federal law as applicable to the claim asserted in arbitration. Claims arising under federal law shall be determined in accordance with federal law. Common law claims shall be determined in accordance with Virginia substantive law, without regard to its conflict of law principles.
   (b) By entering into this Agreement, the Parties are waiving all rights to have their disputes covered by this Agreement heard or decided by a jury or in a court trial. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of dispute between the parties.
   (c) Any arbitral award determination shall be final and binding upon the Parties. Judgment on the arbitrator's award may be entered in any court of competent jurisdiction.
   

EACH PARTY FULLY UNDERSTANDS AND AGREES THAT THEY ARE GIVING UP CERTAIN CONSTITUTIONAL RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL, AS WELL AS ANY APPEAL FROM A DECISION OR AWARD OF DAMAGES.

(g) Assignment. Podcaster may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

(h) Export Regulation. Podcaster shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Podcaster IP outside the US.

(i) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 7, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

(j) Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

EXHIBIT A

SERVICES, MEMBERSHIP FEES, AND REVENUE SHARE

A. DESCRIPTION OF SERVICES:

Podopolo is a socially interactive and gamified podcasting app, audio and video player, and podcasting platform that makes it easy, fun, and financially rewarding for podcasters to become more easily discovered, grow their reach, engage a growing community with interactive and gamified features, access valuable and actionable audience insights and analytics, and monetize content via subscriptions, advertising and sponsorship. Podopolo places relevant and mission-aligned advertising on-air and on-app for its podcast members.

Provider shares actionable audience insights and analytics with member Podcasters. Member Podcasters are matched with targeted sponsorship, advertising, and premium subscription opportunities.

Each Member Podcaster has their own branded channel within the Podopolo mobile and web applications and is supported with promotions, advertising and sponsorship placements, audience insights and analytics, social and “gamified” engagement features, and more.

Podopolo offers four (4) Tiers of Membership Service: Podopolo Zero-Cost Starter Pack PRO, Podopolo PRO, Podopolo INFLUENCER, and Podopolo VIP. The Services Provider provides Podcaster depends on the Membership Service Tier the Podcaster selects, and Provider reserves the right to adapt, amend or add to the Services at any time, with any such changes to be communicated sixty (60) days in advance.

Podcasters may upgrade at any time to a different Tier of Membership or add additional services (described below).

Podopolo Zero-Cost Starter Pack PRO includes:

• Advertising and Sponsorship Sales Representation for On-Air Ad Placements (host reads and/or dynamic insertion). Provider costs are offset by reduced commissions on the ad revenue generated for Podcast in ‘Starter Pack Pro’. Podcaster receives 30% net revenue of all ads placed. Podcaster may upgrade at any time to any paid plan to boost percentages as high as 75% of net ad revenue received.
• Subscription Revenue for premium paid content, from ‘cut in line’ early episode drops to ‘behind the scenes’ access or exclusive episodes. Provider costs are offset by 20% payment processing fees on all in-app subscription sales.
• On-App Promotion to Expand Reach and Engagement with ‘pinned to the top’ promotion in rotation on curated collections + genre categories.
• Audience Intelligence with Actionable Insights not available anywhere else to attract, understand, engage, and delight a growing community of the exact raving fans to spread the word about your podcast. Includes audience insights and analytics accessible on the app including views, listening / viewing sessions, audience engagement data, as well as overall rankings relative to all other Podcasters on Podopolo.
• Boosted Custom Branding with easy tools to enhance and update your podcast and episode information, including images, add website links and calls to action, and get a stand-out “verified” podcaster profile to boost your followers.
• Built-In Community Reward Engine for increased engagement and fun to transform your audience into viral fans as they unlock meaningful prizes, discounts, and recognition.
• Real-time Connections to Other Podcasters for joint promotions and supercharged ‘pinned to the top’ promotion on the app.
• Exclusive ‘Cut-in-Line’ Access to Powerful New Features before they are made public for a head start in elevating engagement and growth, plus an influential voice prioritizing new features.
• Real Support, From Humans with daily access by phone and email to optimize successful growth in reach and revenue.

Podopolo Paid PRO Membership includes Everything in Zero Cost Starter Pack Pro, plus:

• Increased Revenue from Advertising and Sponsorship Sales for On-Air Ad Placements (host reads and/or dynamic insertion). Podcaster receives 50% net revenue of all ads placed.
• On-App Advertising + Sponsorship with 50% net of all display or interactive ads placed on podcaster channels.
• Share in 20% of Podopolo’s Overall Net Revenue from advertising and sponsorship placed across all podcasts.
• Increased Subscription Revenue for premium paid content with a reduced 15% payment processing fee on all in-app subscription sales.
• Boosted Promotion for Expanded Reach and Engagement with special recommendations to ‘lookalike’ audiences, ‘pinned to the top’ promotion in rotation on curated collections + genre categories, themed episode playlists, and cross-promotion with other podcasts with no additional work required of Podcaster.

Podopolo INFLUENCER Membership includes Everything in PRO, plus:

• Accelerated Revenue from Advertising and Sponsorship Sales for on-air ad placements (host reads and/or dynamic insertion). Podcaster receives 60% net revenue of all ads placed.
• On-App Advertising + Sponsorship with 60% net of all display or interactive ads placed on podcaster channels, as well as themed episode playlists, shared clips, and groups.
• 2X Bigger Share of Podopolo’s Overall Net Revenue doubling your proportional share of the overall net advertising revenue generated across all podcasts.
• Accelerated Subscription Revenue with Boosted Promotions for all podcast premium paid content as well as swag, special offers, products and courses, supercharged augmented with recommendations and social engagement tools to boost conversions.
• Amplified Discovery so your podcast, episode playlists and shared clips are promoted prominently in regular rotation on home screen Podopolo Picks + SEO-powered custom web pages and promotions.
• Supercharged Community Reward Engine with exclusive gifts, opportunities, special custom quests, prizes and scarce bonuses specifically targeted to your community.
• Deeper Audience Intelligence to Enhance Connection with Your Community to understand and respond without guesswork to audience interests, behaviors, location, psychographics and influence and measure your success.
• Enhanced Customization Tools for your podcast channel, playlists, and curated collections on mobile and web, including additional graphics, transcripts, custom quests and contests, plus custom-branded shared clips across the app, web, social media and smart devices.
• Live Social Audio to take your podcast to the next level with live discussions, ‘pre-shows’ or ‘after parties’ to enable audience participation - free or subscription, and make your podcast interactive with audio commenting on your podcast.

Podopolo VIP Membership includes Everything in PRO and INFLUENCER, plus:

• Accelerated Revenue from Advertising and Sponsorship Sales for On-Air Ad placements (host reads and/or dynamic insertion). Podcaster receives 75% net revenue of all ads placed.
• Increased On-App Advertising + Sponsorship with 75% net of all display or interactive ads placed on podcaster channels, as well as themed episode playlists, shared clips, groups, web app, and via distribution across smart devices.
• Gamified On-App Ad Campaigns purpose-built to engage and reward your audience on the app and beyond to web and smart devices for higher ad dollars.
• Share of Additional 10% Overall Net Revenue with Other VIPs over and above your existing share of 20% net advertising revenue generated for all podcasts.
• Exclusive Custom Campaigns to Boost Subscription Revenue leveraging Podopolo ‘pinned to the top’ gamified promotions and recommendations across the app and beyond to web and social media.
• Targeted Social Recommendations for all podcast content, premium subscriptions, offers, and social community - on mobile, web and smart devices.
• Custom Social Impact Initiatives to Amplify Your Global Impact and Influence with prominent promotion of exclusive quests, causes, and world-changing initiatives showing your community’s measurable impact on improving our planet.
• Real Time Audience Insights and Automatic Recommendations with actionable, comparative rankings, overlap audiences, and deeper demographic and psychographic insights to supercharge audience growth, conversions to your offers, subscription content, and advertising revenue.
• Branded Shared Interest Community with targeted opportunities to invite and interact with your audience directly in your own branded group and create branded ‘wrappers’ linking content and community to create viral or exclusive experiences.
• Promoted Social Audio featured prominently in regular rotation on home Discover screen, Podopolo Picks, genre collections, recommended groups and more, including in-app notifications to followers, invitations to target audiences, and more.
• Lucrative Opportunities to Partner with Major Brands to boost your earnings by hosting mission-aligned podcasts leveraging your expertise produced by Podopolo Brand Studio.
• VIP Monthly Mastermind for Learning, Resources, Deals, and Connections for the latest hacks, advice from leading experts and influencers, cross-promotion opportunities, and deep connection with other podcasters and advertisers.

B. FEES:

Membership in Podopolo for access to Services in each package is charged monthly or annually by credit card. Podcaster may cancel at any time with 30 days notice. Podopolo provides a 30-Day Money Back Guarantee for podcasters that cancel for any reason within the first 30 days.

Fees are as follows:
Podopolo™ ZERO COST STARTER PACK PRO

• Free for 12 months

Podopolo™ PRO

• $97 per month, charged one month in advance, or
• $997 annually (15% discount), charged one year in advance

Before December 31, 2021 get a 50% discount for 12 months, plus lifetime right to upgrade to INFLUENCER or VIP at 2021 discounted fees:

• $47 per month, charged one month in advance, or
• $497 annually (15% discount), charged one year in advance

Podopolo™ INFLUENCER

• $297 per month, charged one month in advance, or
• $2,997 annually (15% discount), charged one year in advance

Before December 31, 2021 get a 50% discount for 12 months, plus lifetime right to upgrade to VIP at 2021 discounted fees:

• $197 per month, charged one month in advance, or
• $1,997 annually (15% discount), charged one year in advance

Podopolo™ VIP

• $497 per month, charged one month in advance, or
• $4,997 annually (15% discount), charged one year in advance

Before December 31, 2021 get a 50% discount for 12 months, plus lifetime right to upgrade to VIP at 2021 discounted fees:

• $297 per month, charged one month in advance, or
• $2,997 annually (15% discount), charged one year in advance

Fees paid annually (with the 15% discount) are non-refundable.
Price increases will be communicated 60 days in advance.

C. ADVERTISING AND SPONSORSHIP REVENUE:

Provider places advertising and sponsorship on-air and on the app for individual podcasts, podcast genres, themed episode playlists, shared interest communities, podcast clips, curated collections, website pages, and Podopolo as a whole. Advertisers and sponsors may purchase on-air and/or on-app inventory on individual podcasts, groups of podcasts, a genre channel of podcasts, podcast playlists, or Podopolo as a whole in 1 month, 3 month, 6-month or 12-month increments.

On-air advertising is calculated on an average $25 CPM (cost per thousand) of listens or views across all platforms where the podcast is heard or viewed, including Podopolo. CPM rates may be higher for some podcasts, and may increase over time with increasing sophistication of AI-driven prequalification and targeting of audiences. On-app advertising is calculated on an average $15 CPM (cost per thousand) of listens, views and engagements on the Podopolo app.

Sponsorship packages start at $1,000 a month and rise as high as $25,000 or more per month depending on audience size, engagement, and other factors.

In addition to advertising and sponsorship placed directly on a podcast or selection of podcasts, Podcasters also receive varying shares of Podopolo’s overall net advertising and sponsorship revenue placed and received on Podopolo depending on a number of factors, including Membership Tier and participation in Provider’s voluntary Compensation Incentive Plans (as defined below).

Members in paid Pro, Influencer and VIP packages automatically receive a share of overall net advertising and sponsorship placed on Podopolo. Each year Provider sets overall advertising and sponsorship revenue goals and shares with Members a 20% pool of overall net advertising and sponsor revenue received. This is calculated annually as of July 1st each year starting July 1, 2022 and paid to Podcasters on a pro-rata basis within 60 days. Each Podcaster’s share will be calculated relative to the size of their community subscribers relative to overall Podopolo podcast subscribers on Podopolo as of July 1st each year.

In addition, Podcasters with Podopolo™ VIP Memberships will receive an additional 10% share of net advertising and sponsorship revenue placed and received on Podopolo to be shared only among VIP members. This is calculated annually as of July 1st each year starting on July 1, 2022 and Podcasters will be paid on a pro-rata basis within 60 days. Each VIP Podcaster’s share of net advertising and sponsor revenue will be calculated relative to the size of their community subscribers relative to all VIP members on Podopolo as of July 1st each year.

Provider also places on-air and on-app advertising and sponsorship on individual podcasts, episode playlists, clips, and in groups. Podcasters will receive the following percentages of net revenue received, payable within 60 days of receipt. These percentages are as follows:

• Podopolo™ ZERO-COST STARTER PACK PRO: 30% (on-air advertising only)
• Podopolo™ PRO: 50% (on-air and on-app advertising)
• Podopolo™ INFLUENCER: 60% (on-air and on-app advertising)
• Podopolo™ VIP: 75% (on-air and on-app advertising)

Terms may differ depending on inventory purchases and advertiser terms on fulfillment. Podcasters must run all ads and sponsorships booked, and provide proof to Provider and advertisers.

Podcasters also have the right to sell their own on-air or “in content” advertising and sponsorship in connection to on-air Podcaster Content streamed through the Services without Provider’s consent or approval; provided, however, that Podcaster agrees to maintain at least three (3) on-air advertisement slots per episode for Provider to fill in connection to Podcaster Content streamed through the Services. This right does not extend to “in app” sponsored contests, podiums, leaderboards, in-app display ads, sponsored features or other sponsorship, including all gamification features, which must be arranged by the Provider and administered through the Network. Podcasters who choose to extend their existing relationship with sponsors and advertisers by bringing them into Podopolo to leverage platform on-app inventory or ad/sponsor buys on other podcasts on Podopolo will receive a commission payment of 20% of net revenue earned, payable within 60 days of receipt.

Provider provides Podcasters with monthly and quarterly reports on all advertising and sponsorship placed, with accounting of all accounts payable.

Podcasters receive payouts for advertising and sponsorship revenue via PayPal, Zelle, or by ACH depending on preferences.

Provider also offers Podcasters the right to participate in additional Compensation Incentive Plans (CIP) to unlock bonuses and rewards, including, but not limited to, in-kind, monetary, products, or services. Provider will announce, launch, and promote specific contests with specific milestones around community engagement, listening/viewing, participation in gamified initiatives, as well as mission-impact campaigns involving volunteering and donations raised.

Podcasters may also use the platform to sell premium subscription content (as well as related products and services) and in-app courses, in compliance with Apple App Store and Google Play Store terms and conditions. Currently all information, content and streaming products like Podopolo are exempt from the standard 30% fees normally applied by Apple and Google for in-app purchases. Within Podopolo, Member Podcasters may use in-app “calls to action” to drive listening communities on the app to sell premium subscription offerings with Provider e-commerce and secure checkout functionality, consistent with both App Store’s terms and conditions. In-app sales generate an automatic 20% payment to Podopolo for non-paying and PRO members and 15% for INFLUENCER and VIP members.

EXHIBIT B

PODCASTER RESPONSIBILITIES

Podopolo is committed to ensuring Podcasters get the most out of its Services to ensure Podcaster succeeds at expanding reach, engagement and revenue. As such Podcaster will increase reach, engagement and revenue by participating in the following:

1. Podcaster must include the branded “Listen and Engage on Podopolo” link on Podcaster website, a link to their custom branded podcast page on the Podopolo.com web app, and a call to action to download the Podopolo app. (Podopolo will also provide links to Podcaster website from its mobile and web apps).
2. Podcaster must provide an on-air credit for Podopolo in all episodes (e.g. “Listen to [Podcast Name] on Podopolo” or “[Podcast Name] is available on Apple, Spotify and anywhere you get your podcasts including Podopolo where you can engage with me and other listeners”.)
3. Podcaster is strongly encouraged to make use of Podopolo promotional swipe copy and graphics for the purposes of inviting Podcaster’s existing listeners to listen/watch and engage to the podcast on Podopolo. Podopolo provides copy for on-air credits, as well as email and social media tailored to each platform. Podcaster may adapt swipe copy to custom-craft for their audience.
4. Podcaster may suggest specific products and services with which a podcaster wishes to reward its audience on Podopolo via the Community Reward Engine.
5. Podcaster may suggest specific advertisers and sponsors, and genres of companies, it wishes Podopolo to engage on their behalf. Podcasters may also suggest brands and businesses they deem unsuitable for placement and refuse placement accordingly.

EXHIBIT C

REFERRAL TERMS AND CONDITIONS

Podcaster may, in Podcaster’s sole and absolute discretion, introduce, or refer other potential customers of the Services to Provider, in accordance with the terms and conditions herein. Podcaster is not entitled to any exclusivity or territory with respect to such introductions or referrals. Provider may, in its sole discretion, engage any other person or companies to perform similar functions.

In consideration for the introductions or referrals rendered by Podcaster hereunder, Provider shall pay to Podcaster a one-time fee on the initial sale made by Provider to each customer introduced or referred by Podcaster to Provider hereunder if the initial sale is consummated within twelve (12) months from the date of introduction or referral at the rate of 15% of the first annual subscription fee paid by such customer. If the customer is paying monthly, Podcaster will receive 20% of monthly net revenue for a period of six (6) months.

In consideration for inviting listeners and viewers to download the Podopolo app and engage there, Podcaster will be eligible to receive a series of escalating rewards, including and not limited to physical product, discounts on products and services, and access to exclusive Podopolo features free of charge.

The above fee will only be payable to Podcaster so long as the Agreement remains in effect.

In providing referrals or introductions, Podcaster is an independent contractor of Provider, and the Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between Podcaster and Provider for any purpose. Podcaster has no authority (and shall not hold itself out as having authority) to bind Provider and Podcaster shall not make any agreements or representations on Provider’s behalf without Provider’s prior written consent. Without limiting the above, Podcaster will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by Provider to its employees, and Provider will not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker's compensation insurance on Podcaster’s behalf. Podcaster shall be responsible for, and shall indemnify Provider against, all such taxes or contributions, including penalties and interest. Podcaster shall be solely responsible for all costs or expenses that it may incur in the performance of its activities under this Agreement.