1. Services 1. Services Services. During the Term of this Agreement, Podcast Monkey will provide production services as commissioned by the Client (the “Services”). These services may be provided in the fields of post- production, graphic design, marketing, branding, and writing services as agreed by the Parties. The details of the work are as described in the Proposal to which these Terms are appended and outlined below. The initial launch services are: 1.1 Scope of Services – PodTube Launch Podcast Monkey agrees to provide comprehensive video-first podcast launch services designed for brands and creators who want to stand out on YouTube and video-first platforms through professional branding, motion graphics, and strategic optimization. For a one-time fee as stated in Section 3 (the “Fees”), the PodTube Launch package includes: 5-Workshop Launch Process – A structured sequence typically delivered over 4–6 weeks, ~90–120 minutes each: (1) Strategy & Success Metrics → (2) Concept / Show Bible → (3) Brand & Design → (4) Platform/Gear & YouTube Setup → (5) Pilot & Launch plan. Premium Comprehensive Brand Design – Podcast visual system including color palette, typography direction, cover art, and refinements to logo/lockups as needed; creation of video brand elements to match. YouTube Channel Branding, Build & SEO – Channel banner and profile image; channel configuration; end screens; upload defaults; foundational SEO (titles/descriptions/keywords guidance) to maximize discoverability. Custom Video Intro & Motion Graphics – 5–10s intro animation, plus branded lower-thirds, overlays, and transitions. Music Licensing (Intro/Outro Track) – Professionally licensed track for show identity. RSS Hosting + Apple/Spotify Submission – Host setup and submission to major platforms with metadata and category configuration. Pilot Episode Creation & Editorial Audit – Live test recording with expert guidance, edited pilot up to 60 minutes, and 1× round of editorial notes & revisions (intended for internal validation; Client may elect to publish). Dedicated Producer & Team – Hands-on support, checklists, SOPs, and coordination throughout the launch phase. Revisions (Scope Control). To prevent scope creep, the program includes up to two (2) rounds of revisions per deliverable listed above; the Pilot includes one (1) round as specified. Additional rounds or late scope changes require written approval and may incur additional fees pursuant to Section 3. Clarifications & Exclusions. Unless expressly included above, ongoing episode production beyond the Pilot, advanced VFX, paid stock outside Company libraries, travel/studio/actors/locations, translation/subtitles beyond template captions, website development, and media buying are excluded and may be added only by written change order. 2. Term The Agreement will be effective as of the date of the last signature below and, unless earlier terminated under Section 11, will continue in full force and effect until completion of the Services (the “Term”). 3. Compensation 3.1 Fees. As full and complete compensation for the Services, the Client agrees to pay Podcast Monkey a one-time payment of $5,800.00, due upon execution of this Agreement. (the “Fees”). This payment covers the full scope of services outlined in Section 1.1 – Scope of Services Any additional services beyond the agreed-upon scope will be invoiced separately and must be approved by the Client before execution. 3.2 Expenses. The Client agrees that the Fees will include the expenses directly incurred by Podcast Monkey in executing the discussed scope of the Services, as described in the Proposal. In the event the anticipated costs to Podcast Monkey materially exceed the estimated Fees due to requests from the Client, unanticipated revisions, or other changes in the scope of the project, those costs will be addressed by the resolution process otherwise described in this Agreement. 3.3 Payment Method. The Fees will be paid in United States dollars. Payments will be made via Credit Card in the Podcast Monkey dashboard. 4. Equipment Podcast Monkey will furnish all necessary software and materials used to provide the Services unless otherwise agreed between the Parties. (This does not inlcude any production equipment/gear) www.podcastmonkey.co 5. Independent Contractor Relationship 5.1 Independent Contractor. Podcast Monkey’s relationship with Client is that of an independent contractor, and nothing in this Agreement is intended to, or will be construed to, create a partnership, agency, joint venture, employment or similar relationship. Neither Party will be authorized to make any representation, contract or commitment on behalf of the other Party. Each Party understands and agrees that it is not eligible for or entitled to any of the benefits that the other Party may make available to its employees, including vacation or sick pay; employee health or pension plans; workers’ compensation, disability, life or other insurance; or other fringe benefits. Each Party understands and agrees that it is responsible for providing, at its sole expense, and in its name, disability, workers’ compensation or other insurance as well as all licenses and permits as are usual or necessary for the performance of its obligations hereunder. Each Party understands and agrees that it is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under this Agreement. No part of Podcast Monkey’s compensation will be subject to withholding by Client for the payment of any social security, federal, state or any other employee payroll taxes. 5.2 Podcast Monkey Employees. Podcast Monkey reserves the right to provide the Services through its employees or contractors (“PM Personnel”). Podcast Monkey will cause all PM Personnel to be contractually obligated to abide by the Agreement, including those terms relating to intellectual property and confidentiality. Podcast Monkey understands and agrees that all PM Personnel will be Podcast Monkey employees only and that Client will not be an employer of PM Personnel. The Client will have no responsibility for or input into decision regarding the hiring, firing or management of PM Personnel. www.podcastmonkey.co 6. Intellectual Property 6.1 Ownership. The Parties agree that the Client will, upon final acceptance of the Services, exclusively all right, title, and interest in and to any designs, branding elements, or work product created as part of the Services (the “Work Product”). “Work Product” expressly does not include the Podcast Monkey Technology as defined below. The Work Product and all related rights emanating therefrom, including the right to reproduce, display, distribute, perform and prepare derivative works will be owned solely by Client and deemed to be Client’s work made for hire under U.S. copyright laws and similar laws of other countries and related international treaties and conventions. With respect to any Work Product that is not fully treated as a work made for hire under applicable laws, Podcast Monkey hereby assigns to Client its entire right, title and interest in and to all Work Product, to the trademark, patent, copyright or other intellectual property rights in the Work Product, to any registrations thereon and to any renewal or termination rights the Work Product, without any additional remuneration. To the extent that any of the rights, title and interest in and to any Work Product cannot be assigned by Podcast Monkey to Client, Podcast Monkey grants to Client an exclusive, royalty-free, transferable, irrevocable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to practice those non-assignable rights, title and interest. Client’s exercise of its ownership rights will be limited only by these Terms, including the restrictions on Modifications described below. 6.2 Right to Replace. The Client may, at any time after the completion of the Services, elect to replace the Work Product at its sole discretion. 6.3 Portfolio License. Client hereby grants Podcast Monkey a limited, non-exclusive, royalty-free license to use Deliverables and any depictions thereof for purposes of self-promotion, in order to showcase Podcast Monkey’s skills and portfolio. For clarity, this license does not permit Podcast Monkey to otherwise commercially exploit the Work Product. 6.4 Originality. Podcast Monkey warrants that, except to the extent expressly approved by the Client in writing, the Work Product is original work that has not been previously created and does not exist in the public domain. Podcast Monkey further warrants that the Work product will be free of any encumbrances and that Podcast Monkey has full rights to assign ownership of the Work Product to the Client. To the extent any third-party material is included in the Work Product based on Client’s request, Podcast Monkey may require as a condition of the Services that Client provide a basis for the rights to use such third-party material. 6.5 Trademarks. All names, trademarks, service marks, trade dress, symbols, designs and other similar designations which Podcast Monkey may develop during the Term of engagement by Client for characters, concepts, products or other goods or services related to the business of Client will become the exclusive property of Client, and are assigned by Podcast Monkey to Client, without any additional remuneration. 6.6 Podcast Monkey Technology. Notwithstanding the foregoing, the Client agrees that the Client will only receive access to Podcast Monkey’s proprietary software tools, technology, modules, asset libraries, production systems and processes, and branding platforms that are of general use or applicability in podcast production (the “Podcast Monkey Technology”) as it relates to the Services provided by Podcast Monkey hereunder. Upon termination of this Agreement, the Client’s access to the Podcast Monkey Technology will immediately terminate unless Podcast Monkey and the Client otherwise agree on terms of a related service or license agreement. www.podcastmonkey.co 7. Confidentiality 7.1 “Confidential Information” means all information related to the businesses of the Parties, including, without limitation, unreleased information regarding the Deliverables or Work Product, financial information of the Parties including pricing and cost information, new products or plans for new products, marketing plans and materials, and any other information that is or should be known to the receiving Party to be the confidential or proprietary information of the disclosing Party. Confidential Information does not include that which (a) is already in the receiving Party’s possession at the time of disclosure to the receiving Party, (b) is or becomes part of public knowledge other than as a result of any action or inaction of the receiving Party, (c) is obtained by the receiving Party from an unrelated third party without a duty of confidentiality, or (d) is independently developed by the receiving Party. 7.2 The receiving Party must maintain Confidential Information of the disclosing Party with at least the same degree of care it uses to protect its own proprietary information of a similar nature or sensitivity, but no less than reasonable care under the circumstances. The receiving Party may not use Confidential Information of the disclosing Party for any purpose other than to perform its obligations under this Agreement. The receiving Party may not disclose Confidential Information of the disclosing Party to any third parties except: (a) to those third parties who have a need to know such information and who have obligations of confidentiality, or have executed a confidentiality agreement that is in favor of the receiving Party and at least as protective of the Confidential Information as are the requirements of this Section; (b) to employees, officers, directors, lawyers, accountants, consultants, or similar service providers of the receiving Party who have a need to know such information and who are under a general duty of confidentiality; and (c) as otherwise permitted under this Agreement. 7.3 Any Party may, however, disclose Confidential Information if the disclosure is required under laws, rules, regulations, court order, subpoena, or other administrative process of any government entity with jurisdiction over the Party, provided, that the compelled Party must promptly notify the Party whose information is compelled and allow that Party an opportunity to prevent the disclosure of Confidential Information. 7.4 Upon termination or expiration of this Agreement, the receiving Party must, at the election of the disclosing Party: (a) promptly return all tangible Confidential Information belonging to the disclosing Party or (b) destroy all copies of the Confidential Information of the disclosing Party in its possession. The foregoing does not apply to any Confidential Information that is kept as part of the receiving Party’s archival or data recovery activities provided that the receiving Party does not make any use of the Confidential Information kept except for the purposes of data recovery and disaster management. 8. Exclusivity During the Term of this Agreement, Client agrees that Podcast Monkey will be Client’s exclusive producer, editor, and designer of any podcast in which the Client participates. No other producer, editor, or designer will be credited by Client or at Client’s direction in connection with any podcast episode Podcast Monkey produces without Podcast Monkey’s express written consent in advance. www.podcastmonkey.co 9. Representations and Warranties 9.1 By Podcast Monkey. Podcast Monkey represents and warrants that: (a) Podcast Monkey will comply with all federal, state, and local laws requiring licenses, business permits, and certificates required to carry out the services to be performed under this Agreement; (b) No confidential information or materials of third parties that Podcast Monkey is prohibited from using or disclosing and no third-party intellectual property known by Podcast Monkey will be used by Podcast Monkey in the performance of the Services, or incorporated into the Work Product; (c) neither the Work Product nor the Client’s use of such Work Product as contemplated by the Agreement, will in any way violate, infringe or misappropriate, any patent, copyright or other intellectual property, privacy, publicity or other rights of any third party; and (d) Podcast Monkey has full unrestricted right, power, and authority to enter into and perform this Agreement; and its performance will not violate or infringe upon the rights of any third party, or violate any agreement between the Parties and any other person, firm or organization or any law or governmental regulation. 9.2 By Client. Client represents and warrants that: (a) Client will comply with all federal, state, and local laws requiring licenses, business permits, and certificates required in carrying out its obligations; and (b) Client has full unrestricted right, power, and authority to enter into and perform this Agreement; and its performance will not violate or infringe upon the rights of any third party, or violate any agreement between the Parties and any other person, firm or organization or any law or governmental regulation. 10. Indemnification Client will defend, indemnify and make whole, Podcast Monkey and its affiliates, and their directors, officers, agents, representatives and employees (each an “Indemnified Party” and collectively “Indemnified Parties”) from and against all liabilities, losses, damages, costs, expenses, causes of action, claims, judgments, suits, legal proceedings and similar matters, including reasonable attorneys’ fees and expenses arising from or relating to Client’s breach of any of its representations, warranties, or obligations under the Agreement or negligence or willful misconduct of Client or its agents. In the event of any thirdparty claim, demand, suit, or action (a “Claim”) for which an Indemnified Party is or may be entitled to indemnification, Podcast Monkey may, at its option, require Client to defend the Claim at Podcast Monkey’s sole expense. Client may not agree to settle any Claim without Podcast Monkey’s express prior written consent. 11. Limitation on Liability IN NO EVENT WILL PODCAST MONKEY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES ARISING FROM OR RELATING TO THE AGREEMENT. PODCAST MONKEY’S TOTAL CUMULATIVE LIABILITY RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AGGREGATE AMOUNT OF FEES AND EXPENSES, IF ANY, OWED BY CLIENT TO PODCAST MONKEY FOR SERVICES ACTUALLY PERFORMED AND ACCEPTED UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE EVENTS GIVING RISE TO THE ACTION. www.podcastmonkey.co 12. Termination 12.1 Term and Commitment This Agreement will be effective as of the Effective Date and, unless earlier terminated in accordance with this Section, will continue in full force and effect until the completion of the PodTube Launch services. As part of the PodTube Launch, the Client agrees to a minimum commitment of 20 episodes of editing and production services following the launch phase. This commitment ensures consistency, quality, and strategic continuity in the Client’s podcast rollout. 12.2 Termination by Either Party This Agreement may be terminated: (a) at any time by mutual written agreement of the Parties; (b) by either Party, upon ten (10) days’ written notice, if the other Party is in material breach of any term of this Agreement and fails to cure such breach within the notice period; or (c) immediately by either Party in the event of the liquidation, dissolution, or discontinuance of business by either Party, or the filing of any petition by or against either Party under any federal or state bankruptcy or insolvency laws. 12.3 Early Termination Fee If the Client terminates the Agreement for any reason prior to completing the 20-episode editing commitment, Podcast Monkey reserves the right to charge an early termination fee. This fee will be calculated as the remaining balance of the unfulfilled episodes at the standard per-episode editing rate under the Client’s selected production plan. 12.4 Effect of Termination (a) Immediately upon termination, the Client must return all work-in-progress Deliverables, materials, and any Confidential Information provided by Podcast Monkey. (b) Within thirty (30) days of termination, the Client must pay Podcast Monkey for: (i) any outstanding Fees under this Agreement, including any applicable early termination fee per Section 12.3, and (ii) any prorated Services already rendered but not yet invoiced. 12.5 Scheduling and Payment Obligations The Client agrees to work with Podcast Monkey’s production team to maintain a consistent publishing schedule in line with industry best practices. Editing fees for each episode will be invoiced according to the selected production plan and must be paid as scheduled, even in the event of early termination, unless otherwise agreed in writing by both Parties. www.podcastmonkey.co 13. General Provisions 13.1 Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, may be determined only by confidential arbitration in Greensboro, North Carolina. The arbitration will be administered pursuant to JAMS Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the award may be entered in any court having jurisdiction. This clause does not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. 13.2 Governing Law; Venue. This Agreement will be governed by and construed under the laws of the State of North Carolina, as applied to agreements entered into and to be performed entirely within North Carolina between North Carolina residents, without reference to any conflict of laws principles that would require the application of the laws of any other jurisdiction. For all claims not subject to arbitration under this Agreement, Client irrevocably consents to the exclusive personal jurisdiction of the state and federal courts located nearest to Greensboro, North Carolina for any suit or action arising from or related to this Agreement, and waives any right Client may have to object to venue there. 13.3 No Injunctive Relief. Client expressly waives the right to seek equitable relief in any court of competent jurisdiction for any claim arising out of or related to the Agreement or the Work Product. 13.4 Attorney’s Fees. The prevailing Party in any legal action arising out of this agreement will be entitled the reimbursement of its reasonable, verified legal fees and costs from the non-prevailing Party. 13.5 No Assignment. This Agreement and Client’s rights and obligations under this Agreement may not be assigned or transferred, in whole or in part, by operation of law or otherwise, by Client without Podcast Monkey’s express prior written consent. Any attempted, delegation, or transfer in violation of the foregoing will be null and void. 13.6 Waiver. All waivers must be in writing and signed by the Party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of that provision or of any other provision on any other occasion. 13.7 Severability. If any term of this Agreement is to any extent illegal, otherwise invalid, or incapable of being enforced, that term will be excluded to the extent of the invalidity or unenforceability; all other terms hereof will remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term will be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term. If application of this Severability provision should materially and adversely affect the economic substance of the transactions contemplated by this Agreement, the Party adversely impacted will be entitled to compensation for the adverse impact, provided the reason for the invalidity or unenforceability of a term is not due to serious misconduct by the Party seeking compensation. 13.8 Headings; Interpretation. The headings used in this Agreement are for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. Use of the word “including” means “including but not limited to.” 13.9 Notices. Unless otherwise specified in this Agreement, any notice required or permitted by this Agreement will be in writing and will be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed email, or 72 hours after being deposited in the www.podcastmonkey.co regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, if notice is addressed to the Party to be notified at that Party’s address in the preamble or as subsequently modified by written notice. 13.10 Counterparts. This Agreement may be executed in two or more counterparts (including by electronic signature), each of which will be deemed an original and all of which together will constitute one instrument. 13.11 Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous understanding, negotiations, discussions, communications and agreements (whether written or oral) between the Parties. This Agreement may not be amended, supplemented or modified unless the amendment, supplement or modification is in writing and signed by both Parties. 14. Non-Disparagement 14.1 Non-Disparagement Agreement The Client agrees not to make, publish, or communicate any false, misleading, or defamatory statements about Podcast Monkey, its services, employees, or business practices in any public forum. This includes, but is not limited to, social media platforms, online reviews, blogs, podcasts, or media outlets. 14.2 Liquidated Damages for Defamation If the Client violates this section and engages in public defamation or harmful misrepresentation of Podcast Monkey, the Client agrees to pay liquidated damages in the amount of $20,000. This sum represents a reasonable estimate of the reputational and business damages likely to result from such conduct. 14.3 Dispute Resolution Any disputes, complaints, or concerns relating to the services provided must be submitted in writing to Podcast Monkey’s customer support team. Podcast Monkey is committed to addressing all issues in a professional and timely manner and will make good faith efforts to resolve any disputes before legal action is considered. www.podcastmonkey.co 15. Service Standards and Disclaimer 15.1 Professional Standards Podcast Monkey is committed to delivering YouTube Strategy & Management services, as outlined in the selected plan, to a professional standard. This includes, but is not limited to, content optimization, metadata enhancement, keyword research, scheduling, and strategic content ideation, in accordance with the scope of services detailed in this Agreement. 15.2 No Performance Guarantees While Podcast Monkey provides expert strategies and implements best practices to enhance the Client’s YouTube presence, the Company does not guarantee specific outcomes. This includes, but is not limited to: • Audience growth • Engagement levels • Video views • Search ranking improvements • Revenue increases The performance of the Client’s YouTube channel is subject to numerous external factors beyond Podcast Monkey’s control, such as algorithm changes, market conditions, viewer behavior, and competitive content trends. 15.3 Client Responsibility The Client acknowledges that their active involvement, the quality of submitted content, and adherence to Podcast Monkey’s recommendations significantly impact the effectiveness of the services. Podcast Monkey shall not be held liable for any lack of growth, engagement, or other performance outcomes that may occur despite the implementation of professional services.