Terms and Conditions

Podopolo™ Podcast Network Agreement and Terms of Service

Updated February 8, 2021

This Podcast Network Agreement (this “Agreement”), 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™ dynamic, interactive podcast app
and network (“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, hosting, audience analytics, gamified audience engagement, advertising and sponsorship sales, and other services through the PodopoloTM dynamic interactive podcast app and network (“Network”); and

WHEREAS, Podcaster desires to access and use the App and Network, and Provider desires to provide Podcaster use and access to the App and Network, 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 (by clicking “I accept” below, you (Podcaster) agrees to the terms and conditions set out herein):

    1. Definition
      • Aggregated Statistics” means data, audience analytics, and information related to Podcaster's use of the Services (as defined below) 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 submits, uploads, publishes, posts, or otherwise transmits through or on the Services, including voice recordings, images, photographs, videos, training courses, sales offers, engagement challenges and contests, 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, the Network 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 offering through the Network, as more fully described in Exhibit A to this Agreement.
    2. Access and Use.
      • Provision of Access. Subject to and conditioned on Podcaster’s payment of Fees (as defined below) and compliance with all the terms and conditions of this Agreement, 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.
      • 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:
        1. Is offensive, abusive, defamatory, pornographic, threatening, obscene, or advocates or incites hate crimes or violence;
        2. Is intended to harass others;
        3. Promotes or is intended to promote illegal acts;
        4. Discloses confidential or proprietary information of a third party; or
        5. 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.
      • 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.
      • 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) 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 (E) 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 thirdparty 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.
      • 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 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 and intelligence reports with Podcaster pursuant to its offering through the Network, as more fully described in Exhibit A to this Agreement.
      • 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.
      • 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, 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 nonexclusive, 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.
      • 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.
      • Fees. Podcaster shall pay Provider the fees (“Fees“) as set forth in Exhibit A  without offset or deduction. 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.
      • 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.
      • Advertising and Sponsorship Revenue. Provider places advertising and sponsorship on-air and on-app for individual podcasts, podcast genres, and the network as a whole. Except with respect to “on air” or in-content advertising or sponsorships, all advertisements, such as sponsored contests, podiums, leaderboards, in-app display ads, sponsored offers and other in-app ads or sponsorships, including of gamification features, must be arranged by Provider and administered through the Network. Podcaster may earn 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 advertisements slot per episode for Provider to fill in connection to Podcaster Content streamed 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.
      • 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 nonconfidential 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 nondisclosure 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.
      • 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.
      • 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.
      • 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, 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.
      • 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, knowhow, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback.
      • 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.
      • 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.
      • 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.
      • 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.
      • Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLEUNDER 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.
      • Term. The term of this Agreement begins on the Effective Date and will continue in effect for a period of six (6) months. After the initial six (6) month period, the Agreement will automatically renew for successive one (1) year periods until terminated as described below.
      • Termination. In addition to any other express termination right set forth in this Agreement:
        1. After the initial six (6) 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;
        2. 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;
        3. 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.
        4. 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.
        5. All provisions of this Agreement relating to confidentiality, ownership, indemnification and warranties shall survive the termination or expiration of this Agreement.
    8. Miscellaneous.
      • 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.
      • 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 pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). 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.
      • 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.
      • 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 other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
      • 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 effect 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.
      • Governing Law; Venue. The Agreement is governed by and to be construed in accordance with the laws of Delaware, without reference to conflict of law principles. Any litigation between the Parties shall take place in the applicable courts located in Maryland, which state and federal courts shall have exclusive jurisdiction over this Agreement, and the Parties expressly consent to such jurisdiction and venue.
      • 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 inures to the benefit of the Parties and their respective permitted successors and assigns.
      • 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.
      • 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.
      • 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:

The Podopolo App and Network makes it easy and fun for podcasters to monetize content, engage a growing community via shared interest communities, interactive and social sharing features, and get paired with relevant advertisers and mission-aligned sponsors. Podopolo is the first podcast app and
network of its kind to share revenue with audio and video podcasters.

Provider shares audience analytics derived from usage of the Podopolo app (demographics, psychographics, influence scoring, interests, listening and viewing behaviors) with Podcasters. Podcasters are matched with targeted sponsorship, advertising, and premium paywall opportunities.

Each Podcaster in the App and Network has their own branded channel within the Podopolo mobile application and is supported with advertising and sponsorship sales, social and “gamified” engagement features and more.

Podopolo offers three (3) Tiers of Membership Service: Podopolo PRO, Podopolo INFLUENCER, and Podopolo VIP. The Services Provider provides to Podcaster depends on the Membership Service the Podcaster selects.

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

Podopolo PRO Membership includes:

    • A branded channel within the Podopolo app on iPhone, iPad, and Android
    • Unlimited audio, video, and digital media uploads
    • Unlimited hosting
    • Unlimited sales representation for on-air and on-app sponsorship, advertising and influencer placement
    • Curated on-app audience-driven discovery, recommendations, and cross-promotion
    • Public chat feature
    • Public forums and leaderboards to track audience engagement
    • Email support
    • Basic audience analytics with monthly reports. This includes: Custom channel analytics with reports on views, listening and viewer sessions, on-app and social media shares and follows, audience engagement data in challenges, contests and other actions, and overall rankings relative to all other Podcasters on the Network. This data also includes click-through tracking for embedded URLs, including sponsor, affiliate, advertiser and influencer links.
    • 24-hour onboarding, and specialized success plan for each podcast.
    • Optional add-ons* include: Custom push notifications, weekly data insight reports, and other services including production, social media, and advertising creative. (*Additional fees are required).

Podopolo INFLUENCER Membership:

Podopolo Influencer includes EVERYTHING in Podopolo PRO Membership, plus:

    • Enhanced discoverability with inclusion in Genre-Specific Channels and enhanced crosspromotion.
    • Interactive Branded Community Group to engage listeners in conversation, content creation, feedback, and Actions to enable listeners to put learning into action and track their progress. Groups include integration with YouTube, social sharing functionality, and genre-specific gamified challenges, podiums, leaderboards, and contests.
    • Monthly promotion of your podcast by Podopolo on social media (organic + paid) and Google Adwords.
    • Integration with YouTube, plus live streaming.
    • Enhanced audience analytics. This includes all the analytics from PRO, plus: Genrespecific analytics on leaderboards, podiums, contests, challenges, badges, and rewards; Rankings within the Genre Channel for demographics (age, location, gender), on-app shares and social shares, follows and subscriptions, audience engagement, and clickthrough tracking for embeddable links (advertiser, sponsor, podcast offers, affiliate and influencer). This also includes: Aggregate data about the genre for comparisons on how an individual podcast is doing relative to other podcasts in the genre channel.
    • Access to the specialized training feature.
    • A paywall for premium content, training courses, and other offers.
    • Dedicated phone and email support.

Podopolo VIP Membership:

Podopolo VIP includes EVERYTHING in the Podopolo PRO Membership and the Podopolo INFLUENCER Membership, plus:

    • Enhanced Community Group functionality and features custom-crafted for a specific podcaster with the ability to create multiple subgroups to segment your listeners by topic, as well as private and secret groups.
    • Podcast-specific gamified actions, challenges, quests, leaderboards, contests and more.
    • Weekly promotion of your podcast by Podopolo on social media (organic + paid) and Google Adwords.
    • Unlimited calls to action to upsell premium content, courses, masterminds, and products.
    • Custom push notifications.
    • Enhanced audience intelligence with weekly reports, including all analytics from PRO and INFLUENCER, plus: Podcast-specific analytics, including aggregate and comparison data and insights relative to other podcasters and podcaster genres.
    • Custom paywall analytics, including listening and viewing, engagement, and demographic data on all courses, trainings and premium content, and embeddable link tracking.
    • Email, text and phone support with a dedicated Podopolo™ team rep.
    • Custom advertising and sponsorship creative for on-air and on-app.
    • Inclusion in the Podopolo monthly Mastermind for exclusive training opportunities, deep dive “spotlights” into your podcast for you to get the best advice and hacks.

B. FEES:

Membership in the Network is charged monthly or annually by credit card. Fees are as follows:

Podopolo™ PRO

    • $97 per month, charged one month in advance, or
    • $997 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

Podopolo™ VIP

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

Current rates are discounted as “early bird” for the first year of membership, and are subject to change. Fees paid annually (with the 15% discount) are non-refundable.

Price increases will be communicated 60 days in advance.

Podcasters in the Beta Program receive Membership free of charge for 6 months, and receive discounts of up to 50% for a year thereafter.

 

C. ADVERTISING AND SPONSORSHIP REVENUE:

Podopolo places advertising and sponsorship on-air and on the platform for individual podcasts, podcast genres, and the network as a whole. Advertisers and sponsors may purchase on-air and/or onapp inventory on individual podcasts, groups of podcasts, a genre channel of podcasts, or the network as a whole in 3 month, 6-month or 12 month increments, with packages starting at $1,000 a month and rising as high as $25,000 or more per month depending on audience size, engagement, and other factors.

Podcasters receive varying shares of advertising and sponsorship net revenue placed and received on the Network depending on a number of factors, including Membership Tier and participation in Provider’s voluntary Compensation Incentive Plans (as defined below).

All Podcasters automatically receive a share of overall net advertising and sponsorship placed on the Network. Each year Provider sets overall advertising and sponsorship revenue goals, and shares with Podcasters a 20% pool of overall net revenue received. This is calculated annually as of July 1st each
year starting July 1, 2021 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 Network subscribers on the Network as of July 1st each year, prorated based on total subscribers of all
podcasters on the Network and the period of time each podcaster has participated in the Network during the year.

In addition, Podcasters with Podopolo™ VIP Memberships will receive an additional share of net advertising and sponsorship revenue placed and received on VIP channels. Provider will share 10% of VIP net revenue received as of July 1st each year starting on July 1, 2021 and Podcasters will be paid on a pro-rata basis within 60 days. Each Podcaster’s share of Genre Channel net revenue will be calculated relative to the size of their community subscribers relative to overall Genre Channel subscribers on the Network as of July 1st each year, prorated based on total subscribers of all podcasters on the Genre Channel and the period of time each podcaster has participated in the Genre Channel during the year.

Provider also places on-air and on-app advertising and sponsorship on individual podcasts. Podcasters will receive the following percentages of net revenue received, payable within 60 days of receipt.

These percentages are as follows:

    • Podopolo™ PRO: 60%
    • Podopolo™ INFLUENCER: 65%
    • Podopolo™ VIP: 70%

Terms may differ depending on inventory purchases and advertiser terms on fulfillment. Podcasters must run all ads and sponsorships booked.

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 the Network to leverage platform on-app inventory or ad/sponsor buys on other podcasts in the Network or the
Network as a whole, will receive a commission payment of ranging from 10% to 25% of the net revenue earned, payable within 60 days of receipt, to be agreed to in writing between Podcaster and Provider at or before the time of Podcaster’s introduction of sponsors and advertisers to Provider.

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 check 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 use the platform to sell premium paywall content and in-app courses and trainings. Within the Network, Podcasters may use in-app “calls to action” to drive listening and viewing communities on the app to premium paywall offerings. All in-app sales generate an automatic 30% payment to Apple or Google, plus an additional 5% to Provider payable at the time of transaction.

Within the app, Podcasters may send users to web pages to collect payments directly with 20% payable to Provider at the time of transaction. Podcasters may also sell proprietary Podopolo™ courses and premium content and will receive 20% of the net sales revenue depending on price point calculated and paid annually.

 

EXHIBIT B
REFERRAL TERMS AND CONDITIONS

  1. 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.
  2. 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 15% of monthly net revenue for a period of six (6) months.
  3. The above fee will only be payable to Podcaster so long as the Agreement remains in effect.
  4. 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.
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