PODIFY CREATIVE SERVICES AGREEMENT

Effective Date: Effective upon submission of payment or registration by the Client.

This Terms and Conditions document ("Agreement") is a legally binding contract between Podify LLC, a California Limited Liability Company ("Provider"), and you ("Client"), and governs the provision of creative services by Provider. By registering for or purchasing any of our services, you acknowledge that you have read, understood, and agree to these legally binding terms. You are encouraged to review these terms carefully and consult with legal counsel if necessary.

1. 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.

2. MONTHLY SUBSCRIPTION OPTIONS

• Plan Names and Pricing:
  • Basic Plan: $850/month - Includes 10 Credits (Additional Credits: $85 each)
  • Pro Plan: $1,250/month - Includes 15 Credits (Additional Credits: $83.33 each)
  • Plus Plan: $2,000/month - Includes 25 Credits (Additional Credits: $80 each)
  • Premium Plan: $3,000/month - Includes 40 Credits (Additional Credits: $75 each)
  • Elite Plan: $4,000/month - Includes 55 Credits (Additional Credits: $72.72 each)
  • Ultimate Plan: $5,000/month - Includes 75 Credits (Additional Credits: $66.66 each)
  • Enterprise Plan: $10,000+/month - Includes 150+ Credits (Additional Credits: $66.66 each)

• 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.

2.2 Agreed-Upon Scope and Pricing

• 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.

     2.3 Pricing Adjustments

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.

3. DETAILED PRICING AND CREDITS FOR DELIVERABLES

The following is a breakdown of the credits required for each deliverable. This pricing applies to both subscription plans and pay-per-deliverable clients. Credits are non-refundable but do not expire, except as detailed in the termination section.

3.1 Credit Use and Overages

1. Ongoing Work: If services requires more credits than the Client has available, Provider will continue to complete the deliverables. Any overage will be tracked, allowing the Client to manage any excess usage without immediate interruption of services.
2. Overages: Any overage will be deducted from the Client’s credit allotment for the following month. 
3. Plan Adjustment: If the Client exceeds their allotted credits for three consecutive months, they may choose to upgrade to a higher-tier plan with a larger credit allotment. Provider will notify the Client of this option, enabling them to adjust their plan to better fit their needs.
4. One-Time Overages: If the Client anticipates a one-time overage, they may request a temporary increase in their credit allotment for that month or purchase additional credits at the standard rate for their plan. This request must be made in writing and agreed upon by both parties. However, purchasing additional credits for a one-time overage is optional and not required.
5. Handling Minor Overages (Up to 40%): If the overage is less than 40% of the Client’s total credit allotment for the month, the overage will be carried over to the next month’s allotment without requiring immediate purchase of additional credits. Accrued credits from previous months will be used first to cover any overage, before billing for additional credits. The Client will be informed of the overage and encouraged to monitor their usage.
6. Handling Major Overages (Over 40%): If the overage exceeds 40% of the Client’s total credit allotment for four consecutive months, the overage will be automatically charged to the Client and included in the next invoice. The Client may be required to upgrade to a higher-tier plan if such overages continue.

3.2 Unused Credits

Expiration Upon Termination: Unused credits will expire upon termination unless otherwise agreed in writing. Credits are non-refundable.

    4. PAYMENT TERMS

4.1 Credit System: Client agrees to purchase credits or opt for pay-per-deliverable billing for Services from Provider. Credits are non-refundable but do not expire, except as otherwise provided herein.

4.2 Recurring Payments: For subscription plans, Client agrees to provide and maintain valid credit card or bank account information for automatic recurring payments. Credit card payments are subject to a 3.5% processing fee. Should the payment method fail, Provider will notify the Client, and services may be paused until the issue is resolved. If payment issues are not resolved within 30 business days, Provider reserves the right to terminate the Agreement and retain any unused credits as compensation for the disruption.

4.3 Invoicing: Pay-per-deliverable clients will receive invoices every 30 days for completed deliverables. Payment is due immediately upon issuance. Any disputes over invoices must be communicated within five (5) business days of receipt. Services may continue during dispute resolution, provided that the undisputed portion of the invoice is paid. If a dispute regarding an invoice cannot be resolved through negotiation within 10 business days, the parties agree to escalate the issue to a senior representative of each party before initiating any formal dispute resolution process.

4.4 Late Fees: Unpaid invoices may incur a late fee of 2% per month or the maximum rate permitted by law, whichever is lower. Provider reserves the right to suspend services if payment is not received within 15 days after the invoice due date.

5. ACCEPTANCE CRITERIA

5.1 Acceptance Review: Client will have five (5) business days to review and accept deliverables from the date of delivery. If no response is received within this timeframe, deliverables will be deemed accepted. If the Client requests modifications, these will be addressed within a mutually agreed timeline, but the scope of revisions may be limited. Client may reject deliverables only if they do not meet the agreed-upon specifications as detailed in the relevant communication or agreement.

5.2 Rejection and Revision: If Client rejects the deliverables, Client must provide detailed reasons. Provider will be given the opportunity to make corrections. If after two rounds of revisions the deliverables still do not meet the agreed specifications, the Client may request a credit refund for the specific deliverable, or mutually agree to terminate the specific task. Any additional revisions beyond the initial two rounds may incur additional charges, which will be communicated to the Client prior to proceeding.

6. NON-SOLICITATION

6.1 Non-Solicitation: During the term of this Agreement and for three (3) months after its termination, neither party shall solicit or hire any employee or contractor of the other party without prior written consent. This clause shall apply to all employees, contractors, or other personnel directly engaged by either party. The non-solicitation clause shall be enforceable to the fullest extent permitted by law in the jurisdiction where the solicited individual is located.

7. DATA SECURITY

7.1 Security Measures: Provider shall implement and maintain industry-standard security measures, including but not limited to, encryption of sensitive data, access controls, regular security audits, and secure backup procedures, to protect Client data against unauthorized access. Provider will comply with applicable data protection laws, including GDPR and CCPA, where relevant.

7.2 Breach Notification: In the event of a data breach affecting Client’s data, Provider will notify Client within 72 hours of discovering the breach and will take immediate steps to contain the breach, assess the extent of the damage, and implement corrective actions. Provider will also assist Client in managing the breach’s impact, including communications with affected parties if necessary.

8. INTELLECTUAL PROPERTY

8.1 Client IP: All content, materials, and intellectual property provided by the Client or created on behalf of the Client as part of the Services shall remain the exclusive property of the Client. Provider acknowledges that it has no ownership rights to such content, and all rights, title, and interest in the deliverables created under this Agreement are assigned to the Client.

8.2 Provider IP: All methodologies, processes, and tools owned or developed by Provider prior to or outside the scope of this Agreement shall remain Provider's exclusive property. If Provider uses any pre-existing intellectual property in the creation of the deliverables, Provider grants Client a non-exclusive, royalty-free license to use such intellectual property solely in connection with the deliverables.

8.3 Usage Rights: Client may use the deliverables for any purpose, including commercial use, sublicensing, and modification. Any such use is contingent upon full payment for the Services. Should a revenue-sharing model be agreed upon, it will be governed by a separate agreement, which will outline specific terms regarding the sharing of IP and revenues generated from the deliverables.

8.4 Showcasing Work: Unless otherwise agreed in writing, Provider reserves the right to showcase the deliverables and any work produced under this Agreement on its website, social media, and marketing materials. Provider agrees not to monetize or sell these materials and will not disclose any confidential information, trade secrets, or proprietary content of the Client. If the Client has concerns about specific work being showcased, these should be communicated to Provider in writing, and Provider will honor such requests to keep specific deliverables private.

9. CONFIDENTIALITY

9.1 Obligations: Both parties agree to use Confidential Information solely for the purpose of performing obligations under this Agreement and to maintain its confidentiality. The obligation to protect Confidential Information continues indefinitely, even after the termination of this Agreement.

9.2 Exclusions: Confidential Information does not include information that is publicly known, independently developed without reference to the other party’s information, or lawfully obtained from a third party without confidentiality obligations.

9.3 Breach of Confidentiality: In the event of a breach of confidentiality, the non-breaching party may seek injunctive relief and/or damages as appropriate.

9.4 Return of Confidential Information: Upon termination of this Agreement, each party shall either return or destroy all Confidential Information received from the other party, upon request, except as required to be retained by law or for legitimate business records.

10. INDEMNIFICATION AND LIABILITY

10.1 Indemnification: Each party agrees to indemnify, defend, and hold harmless the other from and against any and all claims, losses, damages, liabilities, penalties, expenses, reasonable legal fees, and costs of any kind arising from the indemnifying party's breach of this Agreement, negligent conduct, or third-party claims.

10.2 Limitation of Liability: Neither party shall be liable to the other for indirect, incidental, or consequential damages. Provider’s total liability for any claim arising under this Agreement shall not exceed the total fees paid by Client in the 12 months preceding the claim, except for damages arising from breaches of confidentiality, intellectual property rights, gross negligence, or willful misconduct, which shall be uncapped.

11. TERM AND TERMINATION

11.1 Term: This Agreement is effective upon Client’s registration or payment for services and remains in effect until terminated by either party.

11.2 Termination for Convenience: Either party may terminate this Agreement with thirty (30) days’ written notice. Upon termination, all outstanding fees become due immediately, and any unused credits will expire unless otherwise agreed upon in writing.

11.3 Termination for Cause: Either party may terminate this Agreement immediately if the other party breaches a material provision of this Agreement and fails to cure the breach within thirty (30) days of receiving written notice. In the event of termination for cause, the non-breaching party may seek damages or other legal remedies.

11.4 Effect of Termination: Upon termination, Provider will cease all work on ongoing projects unless otherwise agreed in writing. Any completed work will be delivered upon payment of all outstanding fees, and any partially completed work will be billed on a pro-rata basis. Unused credits will expire unless otherwise agreed in writing.

12. DISPUTE RESOLUTION

12.1 Negotiation: The parties shall attempt to resolve disputes through good-faith negotiations.

12.2 Mediation: If a dispute cannot be resolved through negotiation, the parties agree to attempt to resolve the dispute through mediation before proceeding to arbitration.

12.3 Arbitration: If mediation is unsuccessful, disputes shall be settled through binding arbitration conducted in Los Angeles, California, under the rules of the American Arbitration Association (AAA). The arbitrator’s decision will be final, and judgment may be entered upon it in any court of competent jurisdiction. Each party shall bear its own costs, and the costs of arbitration shall be shared equally unless otherwise decided by the arbitrator.

13. FORCE MAJEURE

Neither party shall be liable for delays or non-performance due to causes beyond their reasonable control, including but not limited to natural disasters, government orders, labor strikes, or pandemics. If a force majeure event continues for more than 60 days, either party may terminate the Agreement with written notice, and neither party shall have any further liability except for obligations incurred prior to the force majeure event.

14. SURVIVAL

The confidentiality, intellectual property, indemnification, and dispute resolution provisions of this Agreement shall survive termination of the Agreement. The confidentiality obligations under this Agreement shall survive for a period of five (5) years following the termination of this Agreement, or indefinitely for trade secrets.

15. GOVERNING LAW

This Agreement shall be governed by the laws of the State of California, without regard to its conflict-of-law principles. Both parties consent to the exclusive jurisdiction of the courts in Los Angeles, California, for the resolution of any disputes not subject to arbitration. In the event that the Client is located outside of California, the parties may mutually agree to select a different governing law that is more convenient for both parties.

16. MODIFICATION

Modifications to this Agreement must be made in writing and signed by both parties to be effective. Provider may make minor, non-material modifications to this Agreement, such as updating contact information, provided that the Client is notified in writing at least 30 days in advance. Any material changes that affect the Client’s rights or obligations must be agreed upon in writing by both parties.

17. MISCELLANEOUS

17.1 Entire Agreement: This Agreement, together with any referenced documents, including but not limited to written agreements, email communications, or statements of work, constitutes the entire agreement between the parties and supersedes all prior discussions, agreements, or understandings of any kind.

17.2 Electronic Signature: By registering or paying for services, Client agrees to these terms, which have the same force and effect as an original signature.

17.3 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable, consistent with the parties' intent.

17.4 Assignment: Neither party may assign or transfer their rights or obligations under this Agreement without the prior written consent of the other party, except in the case of a merger, acquisition, or sale of all or substantially all of a party’s assets. Client’s consent to any assignment by Provider shall not be unreasonably withheld, conditioned, or delayed.

17.5 Waiver: The waiver by either party of a breach, default, delay, or omission of any of the provisions of this Agreement by the other party will not be construed as a waiver of any subsequent breach of the same or other provisions.

By clicking "Submit," "Register," or "Pay," Client acknowledges that they have read, understood, and agree to the terms and conditions in this Creative Service Agreement.