PODWORKS STUDIOS CLIENT AGREEMENT

This Client Agreement (“Agreement”) is made between PodWorks Studios (“PodWorks,” “we,” “us,” or “our”) and you (“Client,” “you,” or “your”). By subscribing to any PodWorks Studios services, you acknowledge that you have read, understood, and agree to be bound by these terms and conditions.

1. Introduction

1.1 Effective Date

This Agreement becomes effective on the date you sign up and make your initial payment (“Effective Date”).

1.2 Services

PodWorks provides podcast production services, which may include editing, publishing, social media clips, and access to recording facilities, depending on your chosen plan.

2. Subscription Plans & Commitment Period

2.1 Available Plans

• Starter Studio: $397/month, 6-month commitment
• Mini Studio: $397/month, 6-month commitment
• Virtual Studio: $597/month, 6-month commitment
• In-Studio: $797/month, 6-month commitment
• Mobile Studio: $997/month, 6-month commitment

2.2 Plan Features

Each plan comes with features as described on our website or marketing materials (e.g., editing, social media clips, recording facilities where applicable). Services will begin within 3 business days after you sign up.

2.3 Commitment Period

Each plan requires a 6 month initial commitment period as noted above. By signing up for a plan, you agree to maintain your subscription through the end of its commitment period.

3. Payment, Billing & Refund Policy

3.1 Auto-Pay Subscription

• Your credit card on file will be charged monthly on the same date you originally subscribed (the “Billing Date”).
• All payments are non-refundable.

3.2 Failed Payments

• If a payment fails, you will have 10 days to update your payment method.
• If payment remains unresolved after 10 days, your access to all PodWorks services will be suspended until payment is made.
• PodWorks reserves the right to cancel your subscription entirely if payment is not resolved.

3.3 Early Termination During Commitment

• If you wish to cancel your subscription before your initial commitment period ends, PodWorks may charge an early termination fee or require payment of the remaining balance of the commitment period, unless otherwise approved in writing by PodWorks.

4. Cancellation & Subscription Pauses

4.1 Cancellation After Commitment

• After your commitment period ends, you may cancel at any time by providing 30 business days’ notice before your next Billing Date.
• No refunds or prorations will be provided for any unused portion of the monthly billing cycle.

4.2 Returning Clients

• If you cancel and return within 3 months, no new commitment is required.
• If you cancel and return after 3 months, a new commitment period (6 months) will apply.

4.3 Subscription Pauses

• You may pause your subscription for up to a total of 2 months within a rolling 12-month period, provided you give at least 30 business days’ notice before the next Billing Date.
• During a pause, you will not be charged and will have no access to services.
• Billing automatically resumes at the end of the pause unless you cancel.
• Pauses are not available during your initial commitment period.

5. Scope of Services & Additional Fees

5.1 Monthly Episode Limit & Revisions

• All plans include production of up to 4 episodes per month except Mini Studio which includes 2 episodes per month.
• Each episode includes one revision; additional or major re-edits may incur extra fees.

5.2 Recording Time

• Virtual Studio & In-Studio: One 3-hour session OR two 90-minute sessions per month.
• Mobile Studio: One 3-hour session per month.
• Mini Studio: One 90-minute session per month
• Starter Studio: No set recording time limit (remote/self-recorded), but still limited to 4 episodes per month.

5.3 Additional Fees

• Extra Episode Editing: $100 per additional episode (beyond the monthly limit).
• Expedited Turnaround (24-hour delivery): $150 per episode (standard turnaround is 5 business days).
• Additional Studio Time: $150 per extra hour (beyond the monthly allocation; not applicable to Starter Studio).

6. Client Responsibilities

6.1 Scheduling

• Virtual, In-Studio & Mobile clients must schedule recording sessions at least 2 business days in advance.
• Starter Studio clients do not need to schedule studio time, as they typically record independently.

6.2 Cancellations & Rescheduling

• If you cancel a scheduled session at least 48 hours in advance, you may reschedule within the same month (subject to studio availability).
• Cancellations within 48 hours of the session forfeit that month’s session.
• Exceptions may be granted at PodWorks’ discretion but are not guaranteed.

6.3 Client Deliverables

• You must provide episode titles, descriptions, guest details, and any special editing instructions within 72 hours after recording.
• If feedback is not provided in a timely manner, PodWorks may proceed with standard editing, and additional changes may incur extra fees.

6.4 No-Shows

• If you book a session and do not show up, you forfeit that month’s recording session.

7. Intellectual Property & Indemnification

7.1 Ownership of Content

• You retain full ownership of all podcast content, including audio and video recordings produced for you.
• By subscribing to our services, you grant PodWorks the right to use short clips from your published episodes for marketing or promotional purposes, provided we do not portray you in a disparaging or negative manner.

7.2 Client Representations

• You are responsible for ensuring you have the rights to all content you provide to PodWorks (including any music, images, or guest contributions).

7.3 Indemnification

• You agree to indemnify, defend, and hold harmless PodWorks, its owners, employees, and contractors from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) your content, (b) your violation of any laws or regulations, or (c) any breach of this Agreement by you.

8. Liability & Disclaimers

8.1 Service Limitations

• PodWorks is not responsible for issues related to third-party distribution platforms (e.g., Spotify, Apple Podcasts, YouTube), internet failures, or remote recording quality.
• We cannot guarantee any specific results such as listener numbers, revenue, or audience engagement.

8.2 Lost Recordings & Technical Failures

• PodWorks is not liable for lost recordings, corrupted files, or technical failures beyond our reasonable control.
• If a recording is lost due to PodWorks’ negligence, our sole obligation is to re-record the session at no additional charge.

8.3 Limitation of Liability

• To the maximum extent permitted by law, PodWorks’ total liability for any damages arising out of or related to this Agreement will not exceed the total fees paid by you to PodWorks in the three (3) months preceding the event giving rise to the claim.
• In no event shall PodWorks be liable for any indirect, consequential, special, or punitive damages, including lost profits or business interruption.

9. Non-Disparagement Clause

9.1 Public Statements

• You agree not to make, publish, or communicate any knowingly false or disparaging statements about PodWorks, its services, employees, or affiliates in any public forum (including social media or online reviews).
• This does not prevent you from providing honest feedback, whether privately to PodWorks or publicly as a genuine review of our services, so long as it is not deliberately false or malicious.

10. Force Majeure

10.1 Unforeseen Events

PodWorks shall not be liable for any failure or delay in performing services due to causes beyond its reasonable control, including but not limited to natural disasters, pandemics, power outages, labor disputes, governmental actions, or civil unrest. PodWorks will make reasonable efforts to resume services as soon as practicable after such events.

11. Governing Law & Dispute Resolution

11.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the state in which PodWorks Studios is headquartered, without regard to its conflict of laws principles.

11.2 Dispute Resolution & Venue

• Any dispute arising out of or related to this Agreement shall first be attempted to be resolved through good-faith negotiations.
• If negotiations fail, such disputes shall be submitted to the state or federal courts in the jurisdiction where PodWorks is located. You consent to personal jurisdiction and venue in those courts.

12. Entire Agreement & Severability

12.1 Entire Agreement

This Agreement, along with any official PodWorks plan descriptions or policies referenced herein, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications, whether written or oral, regarding the subject matter.

12.2 Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed to the minimum extent necessary, and all other provisions shall remain in full force and effect.