Podcast Hosting Agreement

PODCAST HOSTING AGREEMENT

This Podcast Hosting Agreement ("Agreement") is entered into between Client Name: and Host Provider: .

RECITALS

WHEREAS, Client produces and owns certain audio content and related metadata for distribution as a podcast (the "Content"); and

WHEREAS, Host Provider maintains online hosting, storage, delivery and related distribution services for audio programs and associated analytics and desires to host and deliver the Content under the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope, payment, term, confidentiality, intellectual property and other material terms governing Host Provider's hosting of the Content.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Host Provider will provide hosting services for the Content and related services including storage, bandwidth for downloads/streams, RSS feed generation, distribution to designated directories, and analytics as described below. Host Provider shall perform the services in a professional manner and shall maintain commercially reasonable technical and organizational measures to ensure availability consistent with industry practice.

PAYMENT TERMS

Client shall pay Host Provider the fees set forth below in consideration for the hosting services. Fees are exclusive of taxes unless otherwise stated.

All payments shall be made in lawful currency of the United States to an account designated by Host Provider. Host Provider may suspend services for invoices unpaid more than days after written notice of nonpayment, provided Client fails to cure within the stated cure period.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate for convenience upon written notice of days. Either party may terminate immediately for material breach if the breaching party fails to cure within 30 days after receipt of written notice specifying the breach.

Upon termination, Host Provider shall, at Client's direction and subject to Client's payment of outstanding fees, return or securely delete Client Content within days. Host Provider may retain copies to the extent required by law or for legitimate backup purposes, provided Client confidentiality is maintained.

CONFIDENTIALITY

Each party shall keep confidential and not disclose the other party's Confidential Information except to its employees, contractors or agents who need access for performance of this Agreement and who are bound by confidentiality obligations at least as protective as those herein. "Confidential Information" includes non-public technical, business, financial and marketing information, and Content metadata. Confidential Information does not include information that is or becomes publicly available without breach, independently developed by the receiving party, or rightfully obtained from a third party without restriction.

INTELLECTUAL PROPERTY; LICENSES

Client represents and warrants that it owns or has sufficient rights to grant the rights granted herein and that the Content does not infringe third-party rights. Client hereby grants Host Provider a limited, non-exclusive, worldwide, royalty-free license to host, reproduce, encode, cache and distribute the Content as necessary to provide the services contemplated by this Agreement and to display Client's branding and metadata on delivery platforms.

Host Provider retains all rights in its platform, software, tools, and any aggregated, anonymized analytics derived from delivery of the Content; provided that Host Provider shall not use Client's name, logo or trademarks for marketing without Client's prior written consent.

DATA, ANALYTICS, AND PRIVACY

Host Provider will provide analytics reports as set forth in the scope. Host Provider's collection and processing of listener data shall conform to applicable data protection laws. Host Provider will not disclose personally identifiable listener data to third parties except as necessary to provide the services or as required by law, and will use reasonable security measures to protect such data.

INDEMNIFICATION; LIMITATION OF LIABILITY

Client shall indemnify and hold harmless Host Provider from any third-party claims arising from Client's Content, including infringement, libel, or privacy claims. Host Provider shall indemnify Client for claims arising from Host Provider's gross negligence or willful misconduct in providing the hosting services.

Except for willful misconduct or indemnification obligations, neither party's aggregate liability for direct damages arising from this Agreement shall exceed the fees paid by Client to Host Provider under this Agreement in the 12 months preceding the claim. Neither party shall be liable for special, incidental, consequential or punitive damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. No amendment, modification or waiver shall be effective unless in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that Host Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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