Partner Program Terms

Podpal offers a variety of podcast hosting, distribution, and management solutions through a single software-as-a-service platform. Our platform and solutions (collectively, the “Service”) is designed to help Customers manage the end-to-end process of planning, publishing, and promoting podcast content. We offer users a medium for publishing digital audio and video content owned and/or created by them, as well as tools for productivity, team collaboration, organization, and analytics. The Service is made available online through the Podpal company website at www.podpal.com.

Podpal relies upon third parties (“Partners”) to provide goods and/or services to our Customers that complement the Service, or to provide services to Podpal in support of our platform and business.

These Partner Program Terms contain terms applicable to all Partners, as well as terms only relevant to specific types of Partners.

1. Overview

1.1 Relation to other Agreements

In the case of conflict between these Partner Program Terms and any other document, these Partner Program Terms shall take precedence unless Podpal has explicitly agreed otherwise in writing that references the specific Section of these Partner Program Terms subject to deviation. Any capitalized terms used but not defined in these Partner Program Terms have the meanings given to them in Podpal’s Terms of Service. Except as modified by these Partner Program Terms, Podpal’s Terms of Service (together with any necessary conforming changes) remain in effect also for the Partner Program.

1.2 Parties to the Agreement

These Podpal Partner Program Terms comprise an agreement that is entered into by and between Podpal, Inc. (“Podpal,” “we,” “our”) and the entity or person providing Partner Services (“Partner”). These Partner Program Terms apply to all services provided by Partners (“Partner Services”) in addition to any other terms that might be in any agreement, purchase order, or similar document.

1.3 Effective Date

The “Effective Date” of these Partner Program Terms is the date which is the earlier of (a) Partner’s initial Provision of Partner Service through any online provisioning, registration or order process or (b) the effective date of the first subscription plan, or purchase order or other agreement (“Order”).

1.4 Modifications to Partner Program Terms

From time to time, Podpal may modify these Partner Program Terms. Podpal will use reasonable efforts to notify Partner of the changes through communications via email or other means. Partner may be required to click to accept or otherwise agree to the modified terms at the next login after the modification, and in any event continued use of the Services after the updated version of these terms goes into effect will constitute Partner's acceptance of such updated version.

2. Terms Applicable to All Partners

2.1 Publicity

Subject to compliance with the Podpal Trademark Policy, each party will have the right to refer to the fact that Partner is in a collaborative relationship with Podpal on its website and in marketing collateral with respect to the Partner’s role in the Partner Program. Otherwise, neither party will make any public statement or issue any press release with respect to this relationship without the prior written consent of the other party. Podpal may include Partner and its trademarks in Podpal’s Partner lists and promotional materials.

2.2 Restrictions

Partner agrees to use the Services, and to provide Partner Services in accordance with laws, rules and regulations directly applicable to Partner and Podpal and acknowledges that Partner is solely responsible for determining whether a particular use of a Service, or provision of a Partner Service is compliant with such laws.

Partner agrees to adhere to any section of the Terms of Service that might apply to the Partner Program ( together with any necessary conforming changes) including without limitation: Section 5.3 (Prohibited Conduct); Section 12 (Ownership); Section 15 (Confidentiality); Section 16 (Required Disclosures); Section 20 (General Terms); Section 2.6 (Age Requirement for Users); Section 2.7 (Parental/Guardian Consent); as well as our Community Guidelines.

2.3 Data Privacy and Security

2.3.1 Privacy Measures

Partner agrees that it will protect the privacy and legal rights of Podpal and its Users and Partners, and fully disclose in Partner’s agreements with users, or prominently display, a privacy policy that describes to Customers the information that is collected by Partner, the Partner products and services, and if used by the Partner, the Services, and how such information is used and shared. Partner will maintain and process all Personal Data only as directed by the data subject, or as allowed by law. Neither Partner nor the Partner products and services will: (i) modify the Customer Data in a manner that adversely affects the integrity of that Customer Data; (ii) except as expressly agreed to by Customer, disclose Customer Data to any third-party; (iii) unless with Customer’s prior written consent, use Customer Data for any purpose other than providing the corresponding Customer a product or service; or (iv) store Customer Data except in a secure manner or for longer than necessary.

2.3.2 Security Measures

Considering the state of the art, the costs of implementation and the nature, scope, context and purposes of processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Partner shall, in relation to the Customer Data, implement appropriate technical and organizational measures designed to ensure a level of security appropriate to that risk, including, as appropriate, the measures required under applicable law.

2.3.3 Adherence to Podpal Privacy Policy

Partner has reviewed and understands Podpal’s Privacy Policy. Partner shall not, directly or indirectly, through action or inaction, cause Podpal to be in violation of its Privacy Policy.

2.4 Partner Indemnity

2.4.1 Podpal Indemnitees

Partner shall indemnify and defend (which shall include cooperating with Podpal as set forth below in the defense of) Podpal, and their officers, directors, employees, and agents (collectively, “Podpal Indemnitees”) from any third-party claims and the associated costs, damages or settlement (inclusive of attorney’s fees and court costs) that a Podpal Indemnitee may incur as a result of, or arising from any allegation or claim of infringement or misappropriation of any third-party rights regarding the development, maintenance, implementation, or sale of the Partner Services.

2.4.2 Proportionate Share

Insofar as Partner’s obligations under Section 2.4.1 result from, arise out of, or relate to a combination of the Partner Services with Podpal Services (a “Combination Claim”), Partner shall be liable to pay only its Proportionate Share of the costs, fees, damages and losses (collectively, “Costs”) associated with such Combination Claim. The “Proportionate Share” payable by Partner shall be a portion of the Costs determined by Podpal on an objectively fair and equitable basis to be attributable to Partner based on the relative materiality of the role played by the applicable Partner Services or Partner methods or actions in the Combination Claim. If Partner believes Podpal’s assessment of Partner’s Proportionate Share is not fair and equitable, then Partner’s Proportionate Share shall be determined, insofar as possible, through good faith negotiation between the parties; provided, however, that a failure of the parties to agree on Partner’s Proportionate Share shall not relieve Partner of its obligations to pay its Proportionate Share under this Section. Partner shall make payments in satisfaction of its Proportionate Share obligation whenever such payments become due.

2.4.3 Third-Party Claims

Partner shall defend and indemnify the Podpal Indemnitees from any third-party claims and the associated costs, damages or settlement (inclusive of attorney’s fees and court costs) that a Podpal Indemnitee may incur as a result of: (i) Partner’s breach of the Partner Program Terms or any agreement with a User; (ii) Partner making a representation, warranty, or other statement on behalf of Podpal that is not explicitly authorized in writing by Podpal; or (iii) Partner’s or its representative’s negligent act, negligent omission, fraud or willful misconduct.

2.5 Limitation of Liability

Each party’s sole remedy and the other party’s sole obligation shall be governed by the Partner Program Terms.

EXCEPT IN THE CASE OF: (I) EACH PARTY’S DEFENSE AND INDEMNIFICATION OBLIGATIONS UNDER SECTION 2.4 (PARTNER INDEMNITY), (II) A PARTY’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (III) PARTNER’S BREACH OF SECTION 2.2 (RESTRICTIONS), IN NO EVENT SHALL: (A) A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL THEORY, WHETHER IN TORT OR CONTRACT, EVEN IF SUCH PARTY IS AWARE OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. ANY PODPAL PROFIT FROM SALES OF PRODUCTS OR SERVICES SHALL BE DEEMED NOT TO BE SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. PODPAL SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES OR EXPENSES RESULTING FROM ALTERATION OR UNAUTHORIZED USE OF THE SERVICESS, OR FROM THE UNINTENDED AND UNFORESEEN RESULTS OBTAINED BY PARTNER OR ANY CUSTOMERS RESULTING FROM SUCH USE.

2.6 Conduct and Compliance

Partner shall: (i) conduct business in a manner that always reflects favorably on the Services, goodwill and reputation of Podpal; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to Podpal; and (iii) refrain from making any false or misleading representations or warranties with regard to Podpal or the Services.

3. Miscellaneous

3.1 Assumption of Risk

You participate in the Partner Program at your own risk. You agree that you are solely responsible for your actions in connection with the Partner Program, any breach of your obligations under the Partner Program Terms, and for the consequences of any such breach. By participating in the Partner Program, you agree to comply with applicable laws and regulatory standards and guidelines, including the FTC Guides.

3.2 Assignment

Partner may not assign these Partner Program Terms, by merger, operation of law or otherwise, without the prior written approval of Podpal. For the purposes of this section, a change in the persons or entities that control 50% or more of the equity securities or voting interest of Partner shall be considered an assignment of Partner’s rights. Podpal may assign these Partner Terms at any time and may delegate aspects of its performance under these Partner Terms to any of its Affiliates.

3.3 Termination

Podpal reserves the right to suspend or terminate your participation in the Partner Program at any time for any reason, including but not limited to sustained inactivity in the Partner Program, or violation of any terms contained herein.

3.4 Changes or Discontinuation of Partner Program

Podpal reserves the right to modify, suspend, or discontinue the Partner Program or any part of the Partner Program at any point in time. Podpal will not be liable to you or any third-party for any such modification, suspension, or termination. Podpal may change these Partner Program Terms from time to time, so we encourage you to periodically review this page for the most up-to-date version.

3.5 Taxes

If required by law, you are responsible for reporting and paying any applicable taxes in connection with your participation in the Partner Program. Such taxes may include sales or other taxes, along with any related penalties or interest.

3.6 Governing Law & Forum

The governing law, mandatory forum, and dispute resolution provisions of Podpal’s Terms of Service also apply to these Partner Program Terms and any dispute arising under them.

4. Podpal ‘Find a Studio’ Program

4.1 Description of Program

Podpal Find a Studio is a listing service that allows owners and representatives of professional studios, co-working spaces, community centers, and makerspaces (“Studio Partners”) to post the description, location, and availability of their studios on the Podpal website. Podpal Users can browse studio listings to learn more about the space and book time to record their content. Studio bookings are processed by the Studio Partner on the Partner’s website.

4.2 How to Become a Partner and List Your Studio

If you desire to become a Studio Partner in the Find a Studio Program, you may submit a request to be added to the directory via the “List Your Studio” submission form. By submitting a request to be added to the directory, you agree to abide by these terms. Upon receipt of your application, the Podpal Find a Studio Program Manager will review your request to be added to our directory. It is at the sole discretion of Podpal to accept or reject applicants. If your submission is accepted, the Program Manager will add your listing to the Find a Studio directory using the information provided in the “List Your Studio” submission form. If needed, Podpal will contact the studio owner or representative to gather additional information to complete your Studio Profile.

4.3 Studio Profile

Each Studio Profile shall contain information about the studio including, but not limited to, a short description, hours of operation, studio equipment, photos, and the booking fee. You are solely responsible for the accuracy of the information in your Studio Profile. You are also solely responsible for ensuring that this information is kept up to date. Providing false information or failing to keep your listing(s) current will be deemed a breach of these terms and may be grounds for suspension or termination of your participation in the Partner Program under Section 3.3 (Termination) of these terms and Section 11 (Term and Termination) of the Terms of Service. If you need to update any of the information or photos in your Studio Profile, please email the Program Manager at studios@podpal.com.

4.4 Partner Types & Studio Requirements

Podpal offers both free and paid studio listings under the Find a Studio Program. Requirements for Free and Paid Studio Partners are as follows:

4.4.1 Free Studio Partners

The Studio Profile for Free Studio Partners will be listed free of charge in the Podpal Studio directory and free to search/browse by Users (“Free Listings”). We require Free Listings to post a “Podpal Studio” badge AND a Podpal Advertisement in their studio where users can see it. Free Listings will be required to:

• Prominently display the Podpal Studio badge in Partner’s studio(s)
• Prominently display the Podpal Advertisement in Partner’s studio(s)

4.4.2 Paid Studio Partners

Studio Partners will have the option to upgrade their Studio Profile to a premium listing for a fee (“Paid Listings”). Paid Listings may still be accessed for free by Users. Paid Listings include the advanced search engine optimization (‘SEO”) and listing benefits outlined in the Order. The paid listing Subscription Term will renew either monthly or yearly and be subject to Section 9 (Commercial Terms) of the Terms of Service. Paid Listings will be required to:

• Prominently display the Podpal Studio badge in Partner’s studio(s)

The posting of the Podpal Advertisement is optional for Paid Listings.

4.4.3 Podpal Studio Badge & Advertisement

You can request a new Podpal Studio badge by emailing us at studios@podpal.com. You can also download and print the Podpal Studio badge and Podpal Advertisement from our Media Kit.

4.5 Studio Booking Fees

Studio booking fees are set, managed, and processed by the Podpal Studio Partner. The “Book Studio” link on the Studio Profile will re-direct the User to the Studio Partner’s website where they can book time at the studio and provide payment to the Studio Partner. Each Studio Partner must, at a minimum, include the terms of any reservation (booking) such as price, refund policy, and any restrictions on use. If the booking fee reflected on the Partner Studio’s booking page is different than what is listed in the Podpal Studio Listing, it is recommended that the Studio Partner honor the lower price and update the Partner Program Manager with the latest booking information to avoid price discrepancies.

4.6 Limitations

Find a Studio is a listing service only. Podpal does not own or rent any studios. Podpal does not verify listings, guarantee accuracy of listings or suitability of studios. Each transaction is solely the responsibility of the Studio Partner and the User. Payments for Studio rentals are made directly between the Partner and the User according to the Studio Partner’s fee structure. Podpal will not collect or remit payments; nor will Podpal intermediate any refunds.

4.7 Complaints

If you have a complaint about a User, please contact us at sudios@podpal.com. If we find that a User has a pattern of violating our Terms of Service, or the terms related to the specific Studio, we will take appropriate action, in accordance with the Terms of Service. If we receive one or more complaints about you or your studio(s) from Users, and we have good reason to believe that you have violated this Agreement, the Terms of Service, or the terms related to the studio(s), we will take appropriate action in accordance with these Partner Program Terms, and the Terms of Service.

4.8 Limitation on Liability

Podpal’s sole role in the Find a Studio Program is to provide a directory for Partners to list their studios for rent by Users. Podpal is not responsible for any damages to Studio Partners or Users as a result of their use of the Find a Studio Program. To the extent that any liability is found against Podpal, Studio Partner hereby agrees that Podpal’s total liability shall not exceed the fees paid to Podpal from Partner for the Find a Studio Program in the 12 months preceding the event giving rise to the liability.

5. How to Contact Us

If you have any questions about our Partner Program Terms, please contact us at legal@podpal.com or send a letter to our Partner Program Manager.

Podpal, Inc. 
44 Milton Ave Suite 128
Alpharetta, GA 30009