Podfly Productions LLC, Terms of Service

We are very grateful that you have chosen Podfly Productions as your provider of high-quality podcast production. The spirit of this document is to outline a working relationship that will meet, and hopefully exceed, your expectations.

Please do not consider this a contract. Rather, a working agreement to ensure that we deliver the best possible product and service to you on time, and in the most efficient manner possible.

Below are the Terms of Service for your record and reference. Should you wish to discuss these with me, or a senior member of our staff, we are glad to make ourselves available.

Raw Files Submission

The project manager has programmed a date in Basecamp that our editors expect to have your raw audio files submitted to Google Drive. This enables us to retain awesome talent on your project! We schedule one day for editing, one day for show notes submission or creation (if applicable), and a third day for quality control, and finally ID3 tagging, and upload of your final show.

We need your raw audio the day before it is scheduled for editing.

If we do not have files to edit on the scheduled date it causes a knock-on effect in our team’s process.

At this stage, we present you with two options:

1. 1) Skip the week and the edit job is lost.

2. 2) Expedite the show production to meet a determined deadline. Doing so will incur a cost to you at our full-episode price, and billed at the end of the month.

Google Drive

Podfly has established a Google Dricve folder to share files, save show elements, and deliver final edits for quality control. This folder has been created by Podfly for our editors, copywriters, and project managers. As this is our internal folder, we reserve the right to organize, sort, delete, and purge this folder. You are more than welcome to copy materials in and out of this folder for your convenience and backup.

Podfly does maintain backup copies of materials for internal security both in our studios, and in cloud storage services.

Billing

Podfly bills on recurring invoices using Freshbooks. These are pre-paid subscriptions in order to allocate the necessary resources and team members to your account. We expect that your invoices are paid within 7 days of receipt. Late notices will be sent in event that payment is overlooked.

If payment is not remitted in 21 days, a 1.5% fee will be incurred. In the event that an account is past 30 days due, the project will be suspended until payment is remitted in full, or other satisfactory arrangements have been made.

Refund Policy

If at any time you are unsatisfied with our ongoing services, Podfly will gladly issue a refund for the pending billing period or remaining episodes remaining in your production queue. Please note that there is a non-refundable service & setup cost for the Kickstarter and Quickstarter onboarding plans.

Service Term

Podfly has no term length on services. You can cancel at anytime. Podfly also reserves the right to terminate services with a client for any reason, and will give 30 days notice of service termination

The Nitty Gritty

TERMS AND CONDITIONS OF PURCHASE

1.    FURNISHING  MATERIALS,  SERVICES,    &  RELEASES.  Client  shall  supply  all audio and video content (Media) subject to this Agreement to Producer. Client warrants and represents that nothing shall be included in the Media which constitutes an infringement of any copyright or which shall be in any way illegal, defamatory, obscene, or libellous.

2.    SPECIFICATIONS.   Producer shall provide the production work set forth in the Client specification form (Producer Services).   Client final approval of the Producer Services shall constitute complete acceptance and satisfaction with all Producer Services.  If   at   any   time, Client desires to make any changes or variations to the Producer Services and  such changes result in additional costs to Producer, including person hours, reimbursement for such additional costs   shall be payable in accordance with the terms of this Agreement for final  payment.  

3.  DISCLAIMER OF WARRANTIES. Producer disclaims all warranties related to the Producer Services or the Media.  The Media and all Producer Services, other than complying with Client specifications.  All Producer Services are provided on an AS IS AND WHERE IS basis with  NO WARRANTY.  The maximum liability Producer is responsible to Client shall be limited to the actual amount paid by Client for the services provided by Producer.

4.  INDEPENDENT  CONTRACTOR.  It is understood that Producer’s status under this Agreement is that of an independent contractor and that all persons engaged by Producer in performing its obligations  shall  not  be  deemed  employees  of  Client.    

5.  PAYMENT.   Client  represents  and  warrants that Client  shall   pay   Producer   within   30   days   of   invoice and Client shall comply with all the terms of this Agreement. Client understands  that the specified terms of payment under   this Agreement are based upon timely payments within 30 days.  If Client chooses to defer paying any amount beyond   the date on which it is due, Client may be charged at the Producer’s discretion, as additional consideration, an amount  equal to the current prime rate +10%  (as charged by Producer’s bank from time to time)  on unpaid amounts until paid,   compounded monthly.  Producer shall be entitled to recover its costs of collection and a reasonable attorney fee if required to pursue collections against Client for nonpayment.

6.    INDEMNIFICATION.   Client  agrees  to indemnify,  defend, and hold harmless Producer and its owners, officers,  employees, agents and licensees from and against any and all claims, actions, damages, liabilities and expenses, arising   out  of the breach of any obligation, warranty or representation in this Agreement and any intellectual property rights infringement, defamation, offensive content, copyright infringement or any other claim that the Client  does  not  have  rights  to  or  authority  use the Media or that Client has defamed, harmed or engaged in slander or libel in the Media.  Client is SOLELY responsible for all content in the Media and all liability arising therefrom and will indemnify Producer for all damages and claims related in any way to the content of the Media. Client will be responsible for payment of any special licensing or royalty fees resulting from the unauthorized use of graphics, music, video, film, photography,  design, animation, and  branded  content.

7.  TAX LIABILITY.   Any   sales tax, use tax, or other tax payable related to the Media or content of Client (other  than  sales  tax  arising  from  Producer’s   purchases  of  materials  or  supplies  in  connection  with  the  production)  shall   be the responsibility of Client who shall pay, defend and hold   harmless   Producer  from  payment  of  any  such  taxes.  

8.  ASSIGNMENT.  This Agreement may not be assigned by either party without   the   written   consent  of  the  other.  

9.  INSURANCE  COVERAGE. Client  shall obtain, pay  for  and  maintain  Professional  Liability  (Errors  and   Omissions   Liability) insurance covering all  intellectual  property right infringement(s) that arise from any and all uses  of the Media.  Producer will be notified in writing prior to signing this Agreement.  All Client supplied insurance will be  deemed to be the primary coverage and issued on a non-­‐contributory basis.

10.  DISPUTE RESOLUTION.  The prevailing party in any legal action shall be entitled to attorney’s fees and costs in  connection with the legal proceedings.  

11. ENTIRE  AGREEMENT  AND  MODIFICATION.   This Agreement and any schedules attached hereto shall constitute the entire agreement between Producer and Client. Any amendment hereto must be in writing and signed by  each party.  

12. CAPTIONS.  The captions are inserted only as a matter of convenience and for reference  and in no way define,  limit  or describe the scope or intent of this Agreement or of any provision hereof.  

13.  NO  WAIVER.  Failure of any party to  this Agreement to exercise any rights shall not constitute a waiver of those  rights.

13. ENFORCEABILITY.   If one or more of the provisions of this Agreement shall be held unenforceable, it shall not  affect the enforceability of the other provisions.  

14.   APPLICABLE  LAW.   This Agreement shall be interpreted and governed by the local laws of the State of Alabama and subject to the exclusive jurisdiction of the state and federal courts on Gadsden, Etowah County, Alabama

15.  TERMINATION.  Either party may terminate this Agreement upon providing written notice.  In the event of termination, Client shall pay Producer for all work in progress conducted prior to termination.  Client shall discontinue use of any Producer provided software or online services upon termination.

16.  FORCE MAJURE.  If Producer cannot perform this Agreement in whole or in part due to a fire or other casualty, acts of God or nature or terror, or other cause beyond the control of the parties Producer return all unearned fees to the Client(s) but shall have no further liability with respect to this Agreement.