PODCASTER AGREEMENT

This agreement is between You (“You,” the current podcaster registrant) and PODANGO, LLC, a Utah limited liability company ("we, us").

1. PODANGO SERVICES AND SPONSORSHIP ADS

You are granted the right to use the Podango Podcast Hosting services free of charge for the term of this agreement contingent upon your continued compliance with the terms of this agreement , which includes you granting Podango the right to place sponsorship ads before and after your podcast episodes and on your Podango podcast web pages.

Over time, you will have the right to select one or more sponsorships available for your podcast episodes, yet in all cases you are required to allow a minimum of one sponsorship per podcast episode. At times there may only be one sponsorship available. If more than one is available You may also chose to select multiple sponsors and have their ads rotate. 

2.             REVENUE SHARE

You will receive 50% (fifty percent) of the revenue generated from the sponsorship ads placed on your podcast episodes and Podango podcast web pages.

3. PAYMENT OF ADVERTISING REVENUE AND FINANCIAL REQUIREMENTS

We will be the agent through whom advertisers contract to place ads on your podcasts. Advertisers pay us directly and:

• We will pay you, directly.
• We will make these payments by the fifteenth day of each month, following the period in which they are earned:
• based upon advertiser payments we received during the preceding month or
• as otherwise described from time to time on our website.
• All payments will be made through PayPal, therefore, you will need to sign-up for a PayPal account and provide Podango your PayPal email address for payment receipt. This PayPal email address can be entered during the sign-up process or in you’re My Podcast settings.
• NOTE: PayPal currently does not charge fees to recipient with a basic account if the total sum of the payments is less than $500 per month. To receive more than $500 per month, you must upgrade to a more premium account which will cost you a fee of between 1.5% and 3% of the money received. These limits and percentages may change from time to time. Podango is not responsible for changes in the fees or for payment of the fees.
• You will have access online to:
• statistics showing the downloads of your podcasts and
• revenue generated through sponsorship of your podcast episodes and podcast web page ads.
• You will not place any advertisement on any podcast distributed through any Podango station without our express, prior written permission and related payment by the advertiser to us, unless other payment arrangements have been agreed to in advanc.

4. GRANT OF CONTENT USAGE RIGHTS

• Content Ownership: We claim no ownership in the original content you produce in fulfilling this Agreement.  However, you do grant us right to distribute this content in pursuit of fulfillment of your intent to host and distribute your content using the Podango Platform via any of its technological capabilities as described in item 4.2, below.

• Content & RSS Usage and License Rights: You permit us to distribute your podcast content and insert advertising into and around it pursuant to the terms of this Agreement.  You license to us rights to the content, including RSS feeds and recorded materials, which will survive the termination of this Agreement for the express purpose of fulfilling continuity in the user experience. All ad revenues splits associated with the continued distribution of your content will continue as contracted at the time of termination of this Agreement.

• Upon expiration or termination of this Agreement, we will use our best efforts to provide listeners with the ability to subscribe or transfer their subscription to your new location or site.

• Domain Names and RSS Feeds: We claim no ownership in your independently obtained and established domain names and RSS feeds associated with your podcasts. 

• Customized Station RSS Feeds: By this Agreement, you permit us to create customized station RSS feeds to fulfill the end-user experience associated with subscription to your podcasts.

5. PODANGO STATION STANDARDS OF OPERATION

5.1 Standards to Be Maintained.  You will comply with all applicable ordinances, regulations, bylaws, laws, and statutes.  You will not commit unlawful activities through your podcasts and will not offer or permit to be offered any podcast, material or service you know or reasonably suspect to have been obtained in violation of any copyright or law or to be otherwise illegal.

You will create your podcasts in a dignified manner to enhance our system's reputation for quality and integrity. You will follow our advertising and promotional rules, guidelines and standards.

• You must refrain from deviating from our specifications and standards which prohibit the inclusion of pornographic, sexually explicit, lewd, indecent, hateful, libelous, bashing, slanderous, or discriminatory content.
• You must discontinue offering any podcast programming via our services of which we may in our discretion disapprove in writing at any time.
• You may place podcasts on venues or hosting services other than Podango. You may host a Podcaster page on the Podango website pursuant to the standard template forms.

5.2 You Will Not Communicate Confidential Information. You agree not to copy, transfer over the internet, intranet, modem, fax, e-mail, mail or other means of conveyance or send any confidential material or divulge any material directly or indirectly to any other person or enterprise outside of the Podango system:

• During the term of this Agreement, and after it expires or is terminated, you will never divulge or use in any other manner, either for your benefit or the benefit or any other person, persons, partnerships, associations, companies or corporations any confidential or proprietary information, knowledge or know-how concerning the Method of Operation, our agreements with you and our other station owners and podcasters, or any information we have communicated to you in written, verbal or electronic form, including intranet passwords, for the creation of your Podango podcasts.
• You will not reverse engineer, decompile or disassemble any items embodying the Method of Operation or our confidential information.
• Any and all information, knowledge and know how, not generally known about the Method of Operation and our products, services, standards, specifications, systems, procedures and techniques related to the creation of a podcast or operation of a Podango Station and its products and services and any other information or material that we may designate as confidential, will be deemed confidential for purposes of this Agreement. 
• You will assure that you and other persons in your control, to whom any information is communicated, will keep, preserve, and protect all confidential information.

E-PROBLEM DISCLAIMER: Computer systems are vulnerable in varying degrees to computer viruses, bugs, power disruptions, communication line disruptions, Internet access failures, Internet content failures and similar date-related problems, and attacks by hackers and other unauthorized intruders ("E-Problems'). We do not guarantee that information or communication systems that we or others supply will not be vulnerable to E-Problems. It is your responsibility to protect yourself from E-Problems. This may include taking reasonable steps to secure your systems and to provide backup systems.

6. TERMINATION

This Agreement can be terminated by either you, or us upon 30 days prior written notice. Otherwise, all provisions of this Agreement will apply while operations continue. Upon expiration or termination of this Agreement, all post-termination covenants and obligations in this Agreement will apply.

Upon expiration or termination of this Agreement, you will return to us all records, files, instructions, correspondence, and materials in your possession or control related to the Method of Operation. Insofar as these items are in electronic form, including email messages, electronic documents, etc., you will make a best and reasonable effort to destroy them so as to render them unavailable for further use on your part.

7. INDEMNITY

You will indemnify and hold us harmless from all fines, suits, proceedings, claims, demands, actions, losses, attorney fees and damages arising out of or connected with your podcasts and the business activities, acts or omissions of you and your employees and agents, including those brought against you and us jointly alleging that you and we were negligent or otherwise liable.  We will not be liable to you or to any other person because of your act, omission, neglect, or breach. If it is established that both you and we were negligent or otherwise liable, you and we will contribute to the relevant award based upon the adjudicated and assigned respective degree of fault.  

8 NOTICE AND MISCELLANEOUS

8.1 Notices.  All notices required by this Agreement will be in writing. Notices may be sent by certified or registered mail, postage pre-paid and return receipt requested. They may also be delivered personally at any location and receipted. Notices will be delivered to you at your home or office address, to us at our headquarters or to other locations specified in writing.

8.2 We and You Are Not Joint Venturers, Partners, or Agents.  You are and will remain an independent contractor. Under this agreement, you and we are not and will never be considered joint venturers, partners, employees, or agents one for the other. You acknowledge that you are not in a fiduciary relationship with us. 

8.3 Construction. There are no other oral or implied under­standings between the parties with respect to the subject matter of this Agreement.  Except as expressly and otherwise provided in this Agreement, this Agreement may not be modified, nor may any rights be waived or abridged, orally or by course of dealing, but only by a written instrument signed by the parties.

If for any reason a court of competent jurisdiction finds any provision or portion of the terms and conditions of this Agreement to be invalid, void or otherwise unenforceable, the remainder of these terms and conditions will continue in full force and effect.  These terms and conditions constitute the entire agreement between the parties with respect to the subject matter and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of these terms and conditions will be effective only if in writing and signed by us.

8.4 Enforcement. This Agreement is accepted by us in the State of Utah and will be governed by the substantive laws of Utah without regard to Utah choice of law provisions:

Provided, however, that any law of the State of Utah will not apply unless its jurisdictional requirements are met independently without reference to this Section. 

Utah laws will prevail, except to the extent governed by the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. Sections 1051, et seq.) and except in those states whose laws require exclusive application of those laws.  

This choice of laws will not include and does not extend the scope of application of any Utah business opportunity laws except as you may otherwise apply pursuant to your terms and definitions. 

All issues or disagreements relating to this Agreement will be mediated, arbitrated, tried, heard, and decided in Salt Lake City, Utah, which you agree is the most convenient venue for these purposes. You acknowledge and agree that this location for venue is reasonable and the most beneficial to the needs of and best meets the interest of, all of the members of the Podango system.  

The prevailing party in any arbitration, insolvency proceeding, bankruptcy proceeding, suit, or action to enforce this Agreement will recover its arbitration, proceeding, and court costs and reasonable attorney fees and previously incurred mediator fees.  These will be set by the arbitration, proceeding or court, including costs and attorney fees on appeal or review from the arbitration, proceeding, suit, or action. “Prevailing party” means the party who recovers the greater relief in the proceeding.

You represent and affirm to us that neither you, nor your spouse, nor your children, nor your parents, nor anyone who has an interest in or who will manage the podcast, nor any of your partners or affiliates:

• supports terrorism,
• provides money or financial services to terrorists,
• receives money or financial services from terrorists or institutions that support terrorists
• is engaged in terrorism,  or
• is on the current U.S. government lists of persons and organizations that support terrorism as provided for by law, such as the list of “Specially Designated Nationals” and “Blocked Persons” under the “USA Patriot Act” 18 USC Section 1900 et seq.

Neither your nor any of these persons has engaged in or been convicted of fraud, corruption, bribery, money laundering, narcotics trafficking or other crimes, and each is eligible under applicable U.S. immigration laws to communicate with and travel to the United States to fulfill your obligations under your agreements with us.

WE HAVE NOT MADE ANY REPRESENTATIONS, PROMISES, GUARANTEES, PROJECTIONS, OR WARRANTIES OF ANY KIND TO YOU, YOUR OWNERS, OR THE GUARANTORS TO INDUCE THE EXECUTION OF THIS AGREEMENT, OR CONCERNING THIS AGREEMENT EXCEPT AS SPECIFICALLY SET FORTH IN WRITING IN THIS AGREEMENT.  YOU ACKNOWLEDGE THAT NEITHER WE NOR ANY OTHER PARTY HAS GUARANTEED YOUR SUCCESS IN THE BUSINESS CONTEMPLATED BY THIS AGREEMENT. 

10. SIGNATURES/ACCEPTANCE

We have the sole right, in our discretion, to accept or reject your application and this Agreement.  If we accept your application and you enter our Podcaster program, you understand that you may encounter technical issues and problems in using our tools. We will not be held responsible if any technical issue (whether a result of our tools or otherwise) prevents you from successfully creating and publishing any podcast.

If we accept your application, you agree that we (including any of our agents, employees, station owners or contractors) will not be held responsible if you do not or cannot receive email messages or other communications we send to you. It is your responsibility to provide to us a working email address and to ensure that email from us is not being filtered by spam software, your internet service provider or other device or system that may prevent you from getting our messages and communications.

Submission of your application and your acceptance of this Agreement will have the same meaning, force and effect as if executed by hand, and all of the laws to which a hand executed agreement are subject will govern the terms and conditions of this Agreement and your application.

By selecting “I accept this agreement” and clicking on the NEXT button you are acknowledging acceptance of this agreement as if you had signed the document. If you would like to manually sign the agreement, please contact us at info@Podango.com.