This Spotlight Service Agreement (the “Agreement”) is entered into as of the date of signing below (the “Effective Date”) by and between the undersigned client identified in this order form (“Client”) and Nova Software LLC d/b/a Podcast Monkey (“Podcast Monkey”). Client and Podcast Monkey may each be referred to as a “Party” and together as the “Parties.”

Podcast Monkey will provide the following for each episode Client delivers, up to 4 episodes per month:

• Professional video edit and professional audio edit, performed by human editors
• A 30-second opening teaser, placed at the top of the episode
• Four (4) captioned vertical short-form clips per episode, one of which is a vertical cut of the opening teaser
• One custom thumbnail per episode
• Episode title and written show notes
• Scheduling and publishing of the main episode and short-form content to Client's existing YouTube, YouTube Shorts, Spotify and Apple Podcasts accounts
• A dedicated account manager as Client's primary point of contact
• A written Monthly Show Report & Strategy: episode and clip performance, title and thumbnail read-back, and recommendations for the month ahead

Footage basis: each episode covers one recording of up to 60 minutes of raw footage. Raw footage beyond 60 minutes for an episode is billed at $55.00 per additional hour of raw footage, pro-rated. Podcast Monkey flags any overage, with the dollar amount, when the footage is received and before it is billed; overages are itemized on the next billing.

Not included: content strategy, ideation or scripting support; producer services; guest booking; written repurposing (newsletter, blog, LinkedIn); back-catalog or webinar repurposing; custom motion graphics or animation; logo or cover art design; podcast host account or RSS setup; paid media and advertising. Additional episodes beyond 4 per month, additional shows, or added deliverables require Client's written approval of a separate quote before work begins.

Client will provide complete, usable raw video and audio recordings (at minimum 1080p video with per-speaker audio, such as a Riverside or Zoom recording, or as otherwise agreed at kickoff) and any names, titles, links, or other information reasonably needed to complete each episode, in a timely manner consistent with Client's desired publish schedule. Client is responsible for maintaining its own podcast hosting account(s), RSS feed and channel accounts, and for providing Podcast Monkey the access needed to publish. Client will obtain any necessary permissions or releases from guests appearing in its episodes (a template is available on request). Client represents that, to Client's knowledge, materials it supplies and episode content, including anything said by Client's guests, do not infringe any third party's rights or applicable law.

Podcast Monkey supplies and curates episode music from professional, fully licensed production-music libraries, licensed for the show's podcast and video distribution, and works Client's preferences into the selection where library licensing allows. Commercial or label tracks are excluded unless Client procures the rights. Episodes published under this Agreement remain cleared for continued publication under the applicable library license terms: Client receives the ongoing benefit of those licenses for the delivered episodes, rather than ownership of the underlying compositions, and the “Yours Forever” guarantee applies accordingly. Podcast Monkey warrants that assets it sources (music, stock media, and graphics) are properly licensed for the show, and stands behind that warranty per Section 9.

• Episode delivery, 3 business days: the finished main episode (full video edit and final audio) is delivered within 3 business days after Podcast Monkey receives Client's complete, usable raw recording and materials. This window restarts if materials arrive late, incomplete, or unusable, and Podcast Monkey is not responsible for delays caused by late or missing Client materials.
• Supporting assets, up to 48 business hours after the episode: short-form clips, the thumbnail, the episode title and show notes, and the opening teaser may be delivered up to 48 business hours after the main episode delivery, so the episode lands first and the promotional assets follow right behind it.
• One consolidated round of revisions is included per episode; revision requests must be submitted together, in writing, within 2 business days of delivery. Additional revision rounds, or revisions requested after that window, require Client's written approval of an additional fee before work begins. Re-cuts made under the “Sounds Like You” guarantee in Section 6 do not count against this round.
• An episode is accepted on Client's written approval or publication. If no revision request is received within 5 business days of delivery, Podcast Monkey sends a written reminder, and the episode is deemed accepted 2 business days after that reminder.
• If Podcast Monkey misses the 3-business-day episode target (for reasons within its control), Client will be notified promptly, a backup production resource will be engaged, and the episode will be delivered within an additional 24–48 business hours.

The first month's fee of $3,500.00 USD is due on signing; the Agreement then renews monthly at $3,500.00 USD until cancelled per Section 10. Client authorizes Podcast Monkey to charge the payment method on file $3,500.00 monthly on each renewal date, plus any itemized footage overages under Section 1, until cancelled. Fees are billed in advance of each month's service and are non-refundable once billed, except as expressly stated in this Agreement. The monthly fee reserves production capacity for up to 4 episodes in that month; unused episodes do not roll over. Additional services, extra revision rounds, or added expenses require Client's written approval before being charged. All fees are exclusive of applicable sales or use taxes, which are added where required by law.

• Love Episode One: love your first episode, or it's free. If Client does not love the first episode, Podcast Monkey re-cuts it against Client's consolidated written notes; if Client still does not approve, Client may cancel this Agreement and elect a refund of the first month's fee as its remedy.
• Sounds Like You: every edit true to Client's voice. If an episode doesn't sound like Client, Podcast Monkey will re-cut it at no charge, up to 2 rounds against the agreed Voice Brief.
• On Cadence: every episode ships on schedule, or the next one is free; subject to Client delivering materials on time per Section 4.
• Yours Forever: Client owns its feed, channel and every asset, always, with third-party licensed music carried under license per Section 3. Cancel and keep it all.

The guarantees provide the specific remedies stated in this Section 6; they do not make any other fees refundable.

On payment in full, Client owns the final approved episode deliverables, subject to Section 3 for licensed music. Podcast Monkey retains ownership of its pre-existing tools, templates, and workflows used to produce them.

Podcast Monkey may identify Client as a client and may use excerpts of finished, publicly released episodes, including clips, thumbnails and stills, in its portfolio, website, social media and sales materials, with attribution to Client's show. Client may opt out of this at any time by written notice to its account manager; Podcast Monkey removes that material from its own digital channels within 30 days (opt-out is prospective and does not require recall of previously distributed physical materials). For any excerpt featuring a guest, Podcast Monkey removes the specific excerpt within 5 business days of written request from Client or the guest. Podcast Monkey will not use unreleased material or raw footage, and will not use Client's name, show or likeness in a paid advertisement, without Client's prior written permission.

Each Party will keep the other's non-public business information confidential, and will not disclose it to third parties except as needed to perform this Agreement, for the term of this Agreement and 2 years thereafter. Portfolio use permitted under Section 7 is not a breach of this Section.

• Cap: Podcast Monkey's total liability under this Agreement is capped at the fees Client paid in the 3 months preceding the claim. The cap does not apply to a Party's indemnity obligations under this Section.
• Client indemnity: Client will defend and indemnify Podcast Monkey against third-party claims arising from Client-supplied materials or guest content.
• Podcast Monkey indemnity: Podcast Monkey will defend and indemnify Client against third-party claims arising from assets Podcast Monkey sources (music, stock media, graphics), including resulting platform strikes on Client's channel.
• File retention: Podcast Monkey is not required to retain raw, working, or project files beyond 30 days after final delivery of an episode, and will offer Client a full export before deletion. Changes requested after an episode's acceptance are billed at $55.00 per hour (1-hour minimum), quoted before work begins.

• This Agreement begins on the Effective Date and continues month-to-month, with no minimum term.
• Either Party may cancel future service by giving 30 days' written notice to the other Party. Client may give notice by email to carson@podcastmonkey.co; Podcast Monkey will confirm receipt in writing within 2 business days.
• The 30-day notice period begins on the date notice is sent. Service and billing continue as normal through the end of that notice period.
• Any episode already in production when notice is given will be completed and delivered under this Agreement and remains billable; cancellation applies to future billing cycles only.
• Fees already billed, including the then-current billing period, are non-refundable, except the specific remedies expressly stated in Section 6.
• Either Party may terminate immediately for the other's uncured material breach of this Agreement, following 7 days' written notice describing the breach.

This Agreement is governed by the laws of the State of North Carolina, without regard to its conflict-of-laws rules. This is the entire agreement between the Parties on this subject and may only be amended in writing signed by both Parties. Electronic signature below is valid and binding.