Definitions

• 1.1 Credits: Units purchased by Client that can be exchanged for creative services provided by Provider as detailed in this Agreement.
• 1.2 Deliverables: Any materials or products created and delivered by Provider to Client as part of the Services.
• 1.3 Services: Creative and related services provided by Provider, including but not limited to, all current and future services offered by the Provider during the term of this Agreement, unless explicitly excluded.
• 1.4 Confidential Information: Any non-public information disclosed by either party to the other that is marked as confidential or would reasonably be considered confidential based on the nature of the information and the circumstances of disclosure.

Monthly Subscription Plans

Podify provides creative services on a monthly subscription basis. The Client agrees to pay the monthly fee in advance for the services outlined in their selected plan. Current subscription plans are:

• Rollover and Additional Credits: Unused credits roll over to the next month. Additional credits can be purchased at the pro-rated value based on the current plan.
• Best For: Clients who prefer a predictable monthly production expense with cost savings on deliverables.

• Custom Agreements: If a specific scope of work, deliverables, or pricing has been agreed upon between Client and Provider (typically through email or other written communication), those terms will take precedence over the standard terms and pricing listed here. Any agreed-upon scope of work, deliverables, or pricing must be documented in writing to be enforceable.
• Discounted Pricing: If Provider offers discounted pricing, custom subscription plan, or a custom credit value for certain services, these agreed-upon terms will be honored and will supersede the standard pricing listed in this document.

Provider reserves the right to adjust pricing for future services, but such adjustments will be limited as follows:

1. Frequency: Price adjustments may occur no more than once per calendar year.
2. Percentage Cap: Any price increase will be capped at 15% of the current rate per calendar year.
3. Notice Period: Provider will provide 60 days' written notice to the Client before any price adjustment takes effect. Adjustments will only apply to services rendered after the notice period.
4. Client Options: If a price adjustment exceeds 15%, the Client may opt to terminate the agreement without penalty by providing written notice within 30 days of receiving the adjustment notice.

Audio Podcast Package

• Full Podcast Editing (Editing, Mixing, Mastering) — with "hot takes" highlight at the beginning, music/audio intro, outro, and wrap up at the end of the episode
• Episode image
• SEO Optimized Show Notes with title recommendations
• Full timestamped transcription
• Video clip with subtitle – with music bed, B-roll, and captioning
• As-needed Strategy Sessions for growth and creative (YouTube and Audio)
• Full Distribution to All Podcast platforms – Podcast publishing to host and website
• Account Manager

Professional Podcaster Package

• Full Podcast Editing (Editing, Mixing, Mastering) — with "hot takes" highlight at the beginning, music/audio intro, outro, and wrap up at the end of the episode
• Episode image
• SEO Optimized Show Notes with title recommendations
• Full timestamped transcription
• Video clip with subtitle – with music bed, B-roll, and captioning
• Full Distribution to All Podcast platforms – Podcast publishing to host and website
• Account Manager

Video Podcaster Package

• Full Podcast Editing (Editing, Mixing, Mastering) — with "hot takes" highlight at the beginning, music/audio intro, outro, and wrap up at the end of the episode
• Full YouTube video with thumbnail
• Episode image
• SEO Optimized Show Notes with title recommendations
• Full timestamped transcription
• 2X Video clips with subtitles per episode – with music bed, B-roll, and captioning
• As-needed Strategy Sessions for growth and creative (YouTube and Audio)
• Full Distribution to All Podcast platforms – Podcast publishing to host and website
• Account Manager

• Podcast Name
• Listener Avatar
• Show Description
• Equipment Set-Up
• Host Set-Up
• Submission To All Directories
• Set Up Equipment
• Trailer
• Intro/Outro
• Artwork
• Social Media Templates And Banners
• 4 Fully Edited Podcasts With All Assets And Deliverables Listed In Influencer Package Below

• 8X Strategy calls
• Content and Show/Channel Audit
• Updated banner (unlimited revisions)
• Show/Channel visual design strategy
• 25X Updated thumbnails
• Competitive analysis
• Show/Channel optimization (SEO) – titles, descriptions, tags
• Updated show/channel layout structure – for improved viewer experience
• Engagement strategy implementation
• Analytics discovery and data-driven strategy for future content
• Show/Content planning strategy
• 4X fully edited video podcasts with all assets listed in influencer package
• Help with audio distribution to all podcast players

Detailed Pricing and Credits for Deliverables

Credits are consumed per deliverable. The following credit values apply to all subscription plans. Duration refers to final edited output length.

Podcast (Audio Only)
Audio episode — up to 30 minutes	0.5 Credits
Audio episode — 30 to 60 minutes	1 Credit
Audio episode — 60 to 90 minutes	1.5 Credits
Audio episode — 90 to 120 minutes	2 Credits
Show notes, timestamps & chapter markers	0.5 Credits
Full audio podcast package (edit + notes + publishing)	2 Credits
Video Podcast (Audio + Video)
Video episode — up to 30 minutes	1 Credit
Video episode — 30 to 60 minutes	2 Credits
Video episode — 60 to 90 minutes	3 Credits
Video episode — 90 to 120 minutes	4 Credits
Short-form vertical clip (Reels / Shorts / TikTok) — per clip	0.5 Credits
Custom episode thumbnail	0.5 Credits
Social media content kit (captions + hashtags + graphics)	1 Credit
Blog post or newsletter draft from episode	1 Credit
Guest Booking Services
Targeted show research, pitch writing, outreach & follow-up (5 pitches guaranteed)	$500 / month
Premium guest booking — 10 pitches guaranteed	$900 / month
Audiobook Production
Audiobook mastering and chapter editing — up to 5 hours	4 Credits
Audiobook mastering and chapter editing — 5 to 10 hours	7 Credits
ACX / Findaway distribution setup and metadata	1 Credit
Social Media Management
Social media management — 1 platform, 12 posts/month	$1,000 / month
Social media management — 2 platforms, 12 posts each	$1,500 / month
Social media management — 4 platforms, 12 posts each	$2,000 / month
Community engagement and DM management	Add-on pricing
Strategic Support
Bi-weekly 1:1 strategy calls (2 calls/month)	$750 / month
Monthly content calendar planning and review	Included
Brand and message audit (one-time)	$500
Brand Items and Reimbursements
Custom podcast intro / outro production (branded music)	$150 one-time
Show cover art / logo design	$200 one-time
Episode transcript — per episode	$25 per episode
Rush delivery — 48-hour turnaround surcharge	50% surcharge
Stock music licensing (per episode, where applicable)	At cost
Third-party platform fees (hosting, distribution)	At cost
Overage Rates
Additional credits purchased outside of subscription	$200 / Credit
Emergency same-day turnaround	100% surcharge

Credits are allocated monthly on the Client's billing anniversary date. Credits may be used for any combination of deliverables listed above. If a Client requires more credits than their plan provides in a given month, additional credits may be purchased at the overage rate of $200 per Credit. Overage credits are invoiced separately and due within 7 days.

Unused monthly credits may roll over for a maximum of one additional billing period. Rolled-over credits that remain unused after the second billing period are permanently forfeited with no cash value, refund, or replacement. Credits have no monetary value outside of the Podify service system and cannot be transferred between accounts, exchanged for cash, or applied as credits toward outstanding invoices.

Payment Terms

• All subscription fees are billed monthly in advance on the Client's billing anniversary date via the payment method on file.
• One-time packages (Launch Package, One Video, Accelerator) require a non-refundable 50% deposit to begin work. The remaining 50% balance is due upon delivery of the first set of completed deliverables.
• Payment is accepted via credit card, ACH bank transfer, or wire transfer. All major credit cards accepted.
• Invoices not paid within 7 calendar days of the due date may result in an immediate pause of all active services until the account is brought to a current status.
• Accounts overdue by more than 30 calendar days will be subject to a late fee of 1.5% per month (18% per annum) compounded monthly on the outstanding balance.
• All pricing is quoted in United States Dollars (USD) and is exclusive of all applicable local, state, federal, or international taxes, which are the sole responsibility of the Client.
• Podify reserves the right to require pre-payment for new clients or for accounts with a history of late or missed payments.
• Any chargeback, payment dispute, or reversal initiated without prior written communication to Podify will result in an immediate suspension of all services and a $150 chargeback processing fee, in addition to any costs incurred in recovering the disputed amount.

Acceptance Criteria

All Deliverables are deemed accepted by the Client if no written notice of rejection, with specific and documented reasons, is provided to Podify within 5 business days of the delivery date to the Client's designated contact or project management platform.

Quality standards: All deliverables are produced to professional broadcast-quality standards. Podify warrants that deliverables will be produced in a workmanlike manner consistent with industry standards for podcast and video content production.

Revision policy: Each deliverable includes a maximum of two (2) rounds of revisions at no additional cost, provided revision requests are submitted within the 5-business-day acceptance window. Additional revision rounds beyond the two included will be billed at $75 per hour, invoiced separately.

Client responsibilities: The Client is responsible for providing complete, accurate, and timely source materials — including raw recordings, brand assets, written briefs, and any reference content — required for production. Delays caused by late or incomplete submission of Client-supplied materials will not constitute a breach by Podify and may affect agreed delivery timelines without penalty to the Company.

Podify reserves the right to decline any content request that conflicts with applicable law, ethical standards, or the Company's stated values and mission, at Podify's sole discretion.

Non-Solicitation

During the term of this Agreement and for a period of 12 months following the date of its termination or expiration (for any reason), the Client agrees not to directly or indirectly:

• Solicit, recruit, hire, engage, or retain any current or former Podify employee, editor, designer, producer, strategist, contractor, or affiliate who was introduced to the Client through or during the course of this engagement
• Encourage, induce, or attempt to induce any such person to leave or reduce their engagement with Podify
• Use any Podify team member's direct contact information (obtained during this engagement) for outreach, project work, or collaboration outside of the Podify service relationship

Breach of this clause shall entitle Podify to seek liquidated damages in an amount equal to three (3) months of the compensation paid or agreed to be paid to the solicited individual, payable to Podify within 30 days of written demand. The parties agree this represents a reasonable estimate of damages and not a penalty.

Data Security

Podify takes the security of Client materials seriously and implements industry-standard technical and organizational safeguards to protect all submitted assets, recordings, scripts, and creative materials:

• Encrypted file storage and transfer using SSL/TLS protocols
• Access-controlled project management and file-sharing systems with role-based permissions
• Secure cloud backups of all Client deliverables, maintained for 90 days following final delivery
• Signed non-disclosure and confidentiality obligations for all Podify team members and subcontractors
• No sharing, sale, or distribution of Client materials, recordings, or content with any third party outside of the active production workflow

Client files and source materials will be permanently deleted 90 days after project completion or subscription termination, unless a longer retention period is agreed in writing prior to deletion. Podify is not responsible for the recovery of source materials lost due to hardware failure, file corruption, or user error on the Client's end prior to successful upload to Podify's systems.

Intellectual Property

Upon receipt of full and final payment for all services rendered in connection with a given Deliverable, Podify irrevocably assigns to the Client all rights, title, and interest — including all copyright — in and to the final Deliverables produced under this Agreement.

Podify retains full and exclusive ownership of all production templates, editing presets, proprietary workflows, internal process documentation, and creative methodologies developed or used by Podify in connection with this Agreement. These assets are not transferred to the Client at any time.

Third-party content responsibility: The Client is solely and exclusively responsible for obtaining all necessary licenses, permissions, rights, and clearances for any third-party intellectual property (including music, stock footage, images, logos, trademarks, or brand assets) included in materials submitted to Podify for production. Podify assumes no liability whatsoever for Client-supplied content that infringes the intellectual property rights of any third party.

Confidentiality

Both parties agree to hold in strict confidence all proprietary, business, strategic, financial, and personal information disclosed by one party to the other in connection with this Agreement ("Confidential Information").

This confidentiality obligation:

• Survives the termination or expiration of this Agreement indefinitely
• Prohibits either party from disclosing Confidential Information to any third party without the prior written consent of the disclosing party
• Does not apply to information that: (a) is or becomes publicly available through no act or omission of the receiving party; (b) was already known to the receiving party at the time of disclosure; (c) is independently developed by the receiving party without use of or reference to the Confidential Information; or (d) is required to be disclosed by applicable law, court order, or regulatory authority, provided that the disclosing party is given prompt written notice

Podify will not share, sell, license, or otherwise disclose Client business strategies, show concepts, guest lists, audience data, editorial calendars, or any other Client Confidential Information to any competitor, third party, or public channel.

Indemnification and Liability

The Client agrees to indemnify, defend, and hold harmless Podify and its members, officers, directors, employees, agents, and subcontractors from and against any and all third-party claims, actions, suits, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Any Client-supplied content, including claims of copyright infringement, defamation, libel, slander, invasion of privacy, or violation of any third-party intellectual property or personal rights
• The Client's breach of any representation, warranty, covenant, or obligation under this Agreement
• Any content published, distributed, or broadcast by the Client using Podify-produced Deliverables
• Any third-party claims arising from or relating to the Client's podcast, brand, business, or products and services

Term and Termination

This Agreement commences on the date of the Client's first payment or signature and remains in effect until terminated by either party in accordance with the terms below.

• Monthly subscription cancellation: Either party may cancel a monthly subscription by providing at least 30 days' written notice before the next scheduled billing date. Services will continue through the end of the paid billing period. No refunds will be issued for the current billing period upon cancellation.
• Termination for cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within 10 business days of receiving detailed written notice of the breach.
• Upon any termination, all outstanding invoices and amounts owed to Podify become immediately due and payable in full.
• No refunds will be issued for any unused credits remaining in the current billing period at the time of termination.
• Following receipt of final payment of all outstanding balances, Podify will deliver all completed work-in-progress within 10 business days.
• Podify reserves the right to terminate this Agreement immediately and without prior notice in cases of Client misconduct, fraudulent activity, abusive behavior toward Podify staff, or material violation of the Non-Solicitation clause (Section 6).

Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement or its breach, termination, or validity, both parties agree to first attempt in good faith to resolve the matter through direct negotiation for a period of 30 days from the date the dispute is raised in writing by either party.

If the dispute is not resolved through negotiation within that period, the parties agree to submit to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted by a single neutral arbitrator, in Los Angeles, California. The arbitrator's decision shall be final, binding, and enforceable in any court of competent jurisdiction.

Each party shall bear its own legal fees and arbitration costs, except in cases of a breach of the Non-Solicitation clause (Section 6), where the prevailing party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party.

Nothing in this Section prevents either party from seeking emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration.

Force Majeure

Neither party shall be held liable or in breach of this Agreement for any delay or failure to perform any obligation hereunder where such delay or failure results from any cause or condition beyond the reasonable control of the affected party, including but not limited to: acts of God, natural disasters, earthquakes, floods, hurricanes, fires, pandemics, epidemics, acts of government or regulatory authority, war, terrorism, civil unrest, strikes or labor disputes, power failures, or internet or telecommunications infrastructure outages.

The affected party shall provide written notice to the other party as soon as reasonably practicable after the force majeure event occurs, describing the nature and expected duration of the event. The affected party shall use commercially reasonable efforts to resume full performance as soon as the force majeure event has ceased or been sufficiently mitigated.

If a force majeure event prevents performance for a continuous period exceeding 60 calendar days, either party may terminate this Agreement without liability to the other by providing written notice of termination.

Survival

The following provisions shall survive the termination or expiration of this Agreement for any reason and shall remain in full force and effect indefinitely (or for the period specified):

• Section 6 — Non-Solicitation (12 months post-termination)
• Section 7 — Data Security
• Section 8 — Intellectual Property
• Section 9 — Confidentiality (indefinite)
• Section 10 — Indemnification and Liability
• Section 12 — Dispute Resolution
• Section 15 — Governing Law
• All payment obligations for services already rendered or Deliverables already delivered

Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of California, United States of America, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any other jurisdiction.

Any legal action, suit, or proceeding arising out of or relating to this Agreement that is not subject to arbitration under Section 12 shall be brought exclusively in the state or federal courts of competent jurisdiction located in Los Angeles County, California. Both parties hereby irrevocably consent to the exclusive personal jurisdiction and venue of such courts and waive any objection to the laying of venue in such courts.

Modification

Podify reserves the right to modify, amend, or update these Terms and Conditions at any time. Clients with active subscriptions or ongoing engagements will be notified of any material changes at least 14 calendar days in advance of the effective date of such changes, via email to the address on file.

Continued use of Podify's services on or after the effective date of any modification constitutes the Client's irrevocable acceptance of the updated Terms and Conditions. If a Client does not agree to the modified terms, they must notify Podify in writing before the effective date and may cancel their subscription without early termination penalty, provided the cancellation takes effect before the modified terms apply.

No modification or amendment to this Agreement by the Client shall be binding on Podify unless it is expressly agreed to in a written document signed by an authorized representative of Podify.

Miscellaneous

• Entire Agreement: This Agreement, together with any separately executed service order, statement of work, or addendum, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, representations, warranties, and understandings of any kind.
• Severability: If any provision of this Agreement is held by a court or arbitrator to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it valid and enforceable. All other provisions shall remain in full force and effect.
• Waiver: The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of that party's right to enforce such provision or any other provision at any time in the future. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
• Assignment: The Client may not assign, transfer, delegate, or sublicense this Agreement or any rights or obligations hereunder, in whole or in part, without the prior written consent of Podify. Podify may freely assign this Agreement to any successor entity in connection with a merger, acquisition, change of control, or sale of all or substantially all of its assets.
• Notices: All notices required or permitted under this Agreement shall be made in writing and delivered via email with read receipt or delivery confirmation to the last known email address of the receiving party. Notices to Podify shall be sent to team@podify.com.
• Counterparts and Electronic Signatures: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same binding agreement. Electronic signatures, including signatures via DocuSign, HelloSign, or similar platforms, shall be deemed legally equivalent to handwritten signatures.
• Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties. Neither party has the authority to bind the other or to incur obligations on the other's behalf.