SELF SERVE PODCAST PROMOTION AGREEMENT

This Self Serve Podcast Promotion Agreement (“Agreement”) is entered into by and between Maple Media LLC (Player FM), a California limited liability company with offices at 1510 Fashion Island Blvd Suite 350, San Mateo, CA 94404 (“Maple Media”), and the Creator or authorized representatives or agents of the Creator (“Creator’s Representative”) and the Creator’s Content, as submitted via the self service tool (collectively, the “Client”). The effective date of this Agreement shall be the booking date as set forth in the campaign order submitted via the self service tool, referred to going forward as “Campaign Order”.

RECITALS

A. Maple Media operates Player FM, a podcast player mobile app and podcast library service. In addition, Maple Media operates other podcast applications and services, as well as other consumer apps and services. These services collectively constitute the “Maple Media Platform”;

B. Client wishes to list and promote certain podcast content on the Maple Media Platform;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the parties agree as follows:

1. MAPLE MEDIA AND PLACEMENT DETAILS 

1.1 Placement Details. The specific details of each promotional placement, including the duration, placement, targeting options, and other relevant specifications, shall be set forth in the applicable Campaign Order. Campaigns may run on inventory available on the Maple Media Platform. The parties may execute more than one Campaign Order from time to time, each of which shall be incorporated into and become part of this Agreement upon execution by both parties.

1.2 Advertiser Content. Client shall provide Maple Media with cover art, podcast descriptions, any other materials associated with promoted podcast or otherwise required for the promotional placements ("Creator Content"). Client represents and warrants that it owns or has obtained all necessary rights and permissions to use the Creator Content and that it complies with all applicable laws and regulations. Maple Media reserves the right to review and approve all Creator Content before allowing it to be included on the Maple Media Platform. Maple Media has the right to reject any content that it deems inappropriate, offensive, or in violation of any applicable laws, regulations, or the Maple Media’s policies.

1.3 Access. Maple Media shall use commercially reasonable efforts to ensure that the Maple Media Platform is fully functioning and available to visitors on a 24 hour per day, seven day per week basis during the term of this Agreement, with the exception of regular maintenance downtime period and other minor service interruptions. Notwithstanding the foregoing, Client understands that all Internet connectivity and other telecommunications resources used by Maple Media are supplied by third-party service providers, and Maple Media makes no warranty and shall in no way be responsible for any service interruption or failure by any such service provider, or for any loss or liability resulting therefrom.

2. CLIENT OBLIGATIONS

2.1 Accuracy of Creator Information. Client will ensure that all information regarding Client and the podcast(s) presented to Maple Media, or otherwise posted on the Maple Media Platform or conveyed to users of Maple Media Platform is true and accurate, and not misleading in any respect. Client will promptly cause any such information to be updated in the event any such information shall become untrue, inaccurate or misleading subsequent to its original posting on the Maple Media Platform.

2.2 No Guarantee. Maple Media acknowledges and agrees that it does not guarantee the performance, success, or results of the promoted podcast or any publicity related thereto. Maple Media makes no warranties or representations regarding the number of listeners, audience engagement, or any specific outcomes that may result from the promotional placements provided by Maple Media.

2.3 Third-Party Rights. Client represents and warrants that all Creator Content and other information or materials it provides to Maple Media, including but not limited to advertising materials, (a) shall be in compliance with all applicable laws, regulations, and industry standards and (b) do not violate any applicable laws or rights of any third party, including those governing advertising, intellectual property, publicity, privacy, and consumer protection. Client further represents and warrants that it owns or has obtained all necessary rights, licenses, consents, and permissions for the use of all Creator Content and other information or materials it provides to Maple Media. Client shall ensure that its materials do not infringe upon or misappropriate any rights of publicity, trademarks, copyrights, patents, trade secrets, or other proprietary rights of third parties. Client shall not use and ensure that Creator shall not use any content or materials that would violate or infringe upon any third party's publicity rights. Client agrees to cooperate fully with Maple Media in investigating and resolving any such claims of any potential infringement or violation of third-party rights related to the materials provided by Client, including providing any necessary information or assistance.

3. PAYMENT

3.1 Marketing Fees. In consideration for Maple Media’s promotional and marketing services to be provided pursuant to this Agreement, Client shall pay to Maple Media a marketing fee as set forth in the applicable Campaign Order. Pricing may vary based on factors such as the duration, placement, targeting options, and any additional services provided by Maple Media.

3.2 Payment Schedule. Campaigns are pre-paid by the customer, with payment due upon booking a self serve campaign.

3.3 Taxes. Except for taxes based upon Maple Media’s income with respect to payments received from Client, Client shall be responsible for and pay all taxes, including sales, use, or value-added taxes, duties, withholding taxes and other assessments now or hereafter imposed, that relate to or arise as a consequence of this Agreement. Upon written request, Client shall present to Maple Media evidence of payment of all applicable taxes.

4. TERM AND TERMINATION

4.1 Initial Term. This Agreement shall become effective on the Booking Date and shall remain in effect for a period set forth in the applicable Campaign Order.

4.2 Termination for Default. If Client defaults in a material payment or other material obligation under this Agreement (a “Material Default”), Maple Media may deliver a written notice of intent to terminate this Agreement for Material Default.

4.3 Termination by Maple Media. Maple Media may immediately terminate this Agreement at any time by providing written notice to Client.

4.4 Survival of Payment and Other Obligations. Irrespective of any termination or expiration of this Agreement for any reason, Client’s payment obligations, including all obligations pursuant to Section 3 hereof, shall remain in full and effect in perpetuity. In addition, the provisions of Sections 4, 5, 6, and 7 hereof shall survive the termination or cancellation of this Agreement for any reason.

5. CONFIDENTIALITY

5.1 Definition. The term “Confidential Information” shall mean any information disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”) in connection with this Agreement which is in written, graphic, machine readable or other tangible form and is marked “Confidential,” “Proprietary” or in some other manner to indicate its confidential nature. Confidential Information may also include information that is disclosed orally, provided that such information is designated as confidential at the time of disclosure and confirmed in writing as confidential within a reasonable time after its oral disclosure. Confidential Information shall specifically include all information relating to users or customers of the Parties’ respective products and services and all information regarding unit sales, sales revenues, profit margins, advertising rates and similar non-public financial information.

5.2 Obligation. Each Party shall treat as confidential all Confidential Information received from the other Party, shall not use such Confidential Information except as expressly permitted under this Agreement, and shall not disclose such Confidential Information to any third party without the other Party’s prior written consent. Without limiting the foregoing, each Party shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance, but in no event with less than reasonable care, to prevent the disclosure of Confidential Information disclosed to it by the other Party under this Agreement.

5.3 Exceptions. The Receiving Party shall be relieved of this obligation of confidentiality to the extent any such information (i) was in the public domain at the time it was disclosed or has become in the public domain through no fault of the Receiving Party; (ii) was known to the Receiving Party, without restriction, at the time of disclosure as shown by the files of the Receiving Party in existence at the time of disclosure; (iii) is disclosed by the Receiving Party with the prior written approval of the Disclosing Party; (iv) the Receiving Party can prove was independently developed by the Receiving Party without any use of the Disclosing Party’s confidential information and by employees or other agents of the Receiving Party who have not had access to any of the Disclosing Party’s confidential information; or (v) becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party without breach of this Agreement by the Receiving Party and otherwise not in violation of the Disclosing Party’s rights.

5.4 Enforcement. Each Party shall exert its reasonable best efforts, including, but not limited to, the execution of proprietary non-disclosure agreements with employees and consultants, and legal action, to enforce compliance with the provisions of this Section 6 by its directors, officers, employees, and any third party to whom it provided access to Confidential Information of the other Party.

6. REPRESENTATIONS AND WARRANTIES

6.1 Client Representations and Warranties. Client represents and warrants as follows:

(a) Client (if Client is a legal entity) is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of formation;

(b) Client has the full power and authority to enter into this Agreement, to carry out its obligations hereunder and to grant the rights herein granted to Maple Media.

(c) The Creator Content and the other materials and information provided by Client to Maple Media, and the performance of Client‘s obligations under this Agreement will not violate any applicable law, rule, regulation, order or injunction, and will not violate or infringe any tangible or intangible rights, copyrights, moral rights, trademarks, trade secret rights, rights of publicity, patents, or any other proprietary rights of any kind of any third party.

(d) Client is not party to or bound by any agreement with any third party, and has not granted any rights of any nature to any third party, which are inconsistent with the provisions or intent of this Agreement or with the rights granted to Maple Media hereunder, and has not otherwise made or entered into, and will not make or enter into during the term of this Agreement, any commitment or obligation in conflict with its obligations under this Agreement.

During the term of this Agreement, Client will promptly notify Maple Media in writing of any material event or change in circumstance that would reasonably make, or threaten to make the foregoing representations and warranties untrue or inaccurate.

6.2 Maple Media Representations and Warranties. Maple Media represents and warrants as follows:

(a) Maple Media is a limited liability company duly organized, validly existing and in good standing.

(b) Maple Media has the full power and authority to enter into this Agreement, to carry out its obligations hereunder and to grant the rights herein granted to Client.

7. MISCELLANEOUS

7.1 Rules of Construction. As used in this Agreement, the words “hereof,” “herein,” and “hereunder” and other words of similar import refer to this Agreement as a whole, including any attachments, schedules, or exhibits hereto, as the same may be amended or supplemented from time to time, and not to any subdivision contained in this Agreement. References herein to a section, subsection, attachment or exhibit refer to the appropriate section, subsection, attachment, schedule, or exhibit in or to this Agreement. The descriptive heads of this Agreement are inserted for convenience of reference only, they do not constitute a part of this Agreement and shall not be utilized in interpreting it.

7.2 Assignment. Neither Party may assign this Agreement without the prior written consent of the other party; provided, however, that Maple Media may assign this Agreement to any parent, subsidiary, affiliate or any successor in interest to all or substantially all the business of Maple Media. Any attempted or purported assignment without such required consent is void and a material breach of this Agreement. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the Parties hereto.

7.3 Confidentiality of Agreement. Both Client and Maple Media agree that the terms and conditions of this Agreement, including the general existence of this Agreement, shall be treated as confidential information and that no reference to the terms and conditions of this Agreement or to activities pertaining thereto can be made in any form without the prior written consent of the other Party; provided, however, that either party may disclose the terms and conditions of this Agreement (i) as required by any court or other governmental body, (ii) as otherwise required by law, (iii) to legal counsel of the Parties, (iv) in confidence, to accountants, banks, proposed investors, and financing sources and their advisors, (v) in confidence, in connection with the enforcement of this Agreement or rights under this Agreement, or (vi) in confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like.

7.4 Force Majeure. Neither Party hereto will be responsible for any failure to perform its obligations under this Agreement (other than obligations to pay money) caused by an event reasonably beyond its control, including but not limited to, the infrastructure of the Internet, wars, riots, labor strikes, natural disasters, or any law, regulation, ordinance or other act or order of any court, government or governmental agency. Obligations hereunder, however, will in no event be excused but will be suspended only until the cessation of any cause of such failure. In the event that such force majeure should obstruct performance of this Agreement for more than one (1) month, the Parties hereto shall consult with each other to determine whether this Agreement should be modified. The Party facing an event of force majeure shall use its best endeavors in order to remedy that situation as well as to minimize its effects. A Party experiencing an event of force majeure shall notify the other Party as soon as possible after its occurrence.

7.5 No Joint Venture. The sole relationship between the Parties is that of independent contractors. Nothing in this Agreement is intended to or shall be construed to create a partnership, joint venture, agency, sales representative or employment relationship between the parties. Neither Party shall make any warranties or representations, or assume or create any obligations, on the other

Party’s behalf. Each Party shall be solely responsible for the actions of its respective employees, agents, and representatives.

7.6 Entire Agreement. This Agreement is the complete agreement between the Parties with respect to its subject matter, and supersedes and replaces all prior or contemporaneous understandings, communications, and agreements, written or oral, regarding such subject matter.

7.7 Amendment; Waiver. This Agreement may not be modified, nor may any provision hereof be waived or amended, except in writing duly signed by authorized representatives of Client and Maple Media. A waiver with respect to one event shall not be construed as continuing, or as waiver of any right or remedy as to subsequent events.

7.8 Severability. If any provision hereof is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be reformed without further action by the Parties, to the extent necessary to make such provision valid and enforceable, and no other provisions hereof shall be affected or impaired thereby.

7.9 Governing Law. This Agreement shall be construed in accordance with the laws of the State of California applicable to contracts entered into and wholly to be performed therein, without regard to that body of law relating to conflict of laws.

7.10 Indemnity. Client will defend, indemnify, save and hold harmless Maple Media and the officers, directors, agents, affiliates, distributors, franchisees and employees of Maple Media from any and all third party claims, demands, liabilities, costs or expenses, including reasonable outside and in-house attorneys’ fees resulting from (i) Client’s breach of this Agreement, (ii) Client’s negligence, gross negligence, bad faith or intentional or willful misconduct, (iii) any third party claim relating to Creator Content, (iv) Client’s failure to collect or remit any applicable taxes to the appropriate Governmental Body; and (v) any claims for infringement, libel, defamation, breach of rights of privacy and/or publicity or any other cause of action which may arise out of or result from the use of any intellectual property or other materials provided by Client or any misuse by Creator’s and/or Client’s of intellectual property or other materials.

7.11 Claims. Maple Media agrees to (i) promptly notify Client in writing of any indemnifiable claim and give Client the opportunity to defend or negotiate a settlement of any such claim at Client’s expense and (ii) cooperate fully with Client’s , at Client’s expense, in defending or settling such claim.

7.12 Arbitration. Any dispute or claim arising out of or in connection with this Agreement or the performance, breach or termination thereof shall be finally settled by binding arbitration in Los Angeles, California under the Rules of Arbitration of the American Arbitration Association (the “AAA Rules”) by three (3) arbitrators appointed in accordance with said rules. The arbitration proceedings shall be governed by federal arbitration law and by the AAA Rules, without reference to state arbitration law. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, in the event of breach of Sections 2.6 or 6, the non-breaching party may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision.

7.13 No Third Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the Parties and the respective successors or assigns of the Parties, any rights, remedies, obligations or liabilities whatsoever.

7.14 Fees and Expenses. Each Party shall be responsible for the payment of its own costs and expenses, including without limitation attorneys’ fees and expenses, in connection with the negotiation and execution of this Agreement.

7.15 Recovery of Costs and Expenses. If either Party brings an action against the other Party to enforce its rights under this Agreement, the prevailing Party shall be entitled to recover its costs and expenses incurred in connection with such action and all appeals of such action, including without limitation reasonable attorneys’ fees and costs.

7.16 Notices. All notices and requests in connection with this Agreement shall be deemed given as of the day they are received either by messenger, delivery service, or in the United States of America mails, postage prepaid, certified or registered, return receipt requested, and addressed as follows:

If to Maple Media to: 1510 Fashion Island Blvd Suite 350, San Mateo, CA 94404 Attn.: Maple Media

Notices shall be deemed effective upon receipt or, if delivery is not effected by reason of some fault of the addressee, when tendered. Notices and questions may also be sent to advertising@player.fm

7.17 Counterparts; Facsimiles. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. Facsimile copies hereof shall be deemed to be originals.

Client acknowledges receipt of, and confirms that it agrees to be bound by the terms and conditions of (1) this Self Serve Podcast Promotion Agreement and (2) one or more Campaign Orders submitted via the self serve form.

Last updated: June 2024