Client hereinafter referred to as "Customer", and International Web Marketers, LLC hereinafter referred to as "IWM",  located at 2201 NE 35th St., Lighthouse Point, FL 33064. The first month's payment is due at the start of the agreement. Subsequent months will be billed on a monthly basis, with the invoice being issued 30 days after the agreement is executed and every 30 days thereafter until the end of the term. You are required to maintain a funded debit or credit card on file, your credit/debit card will be automatically billed monthly for your outstanding balance. If your card declines due to Insufficient Funds (NSF), your account will be charged a fee of $299.

Renewals & Cancellation: This agreement is subject to automatic renewal on the basis of concurrent and consecutive periods equivalent to the duration stipulated herein. Your incumbent term is of a six-month duration. In the absence of a cancellation request during the final month of the existing and operative six-month term, this agreement shall be automatically extended for an identical successive term at the pre-established, non-variable rate. The contractual obligation persists until the agreement is terminated by you within the concluding 30 days of your existing six-month term. Please be advised that any cancellation must be executed in accordance with the aforementioned timeline to prevent automatic renewal.

Pricing: Both parties will honor all agreed upon prices. The first month's payment is required upfront, and subsequent payments will be made every 30 days following the execution of the agreement. It is required to have a credit card on file for automatic billing of any outstanding balances each month.

Late Fees:

If your account becomes in arrears due to a failed credit card, you will incur the above NSF Fee of $299 + 18% interest compounded monthly. If there is no card on file, you will still incur the 10% Late Fee.

Services: The provision of services necessitates adherence to the predetermined schedule, stipulating the launch of the podcast no later than 30 days post-agreement signing. In the event of deviation from this agreed schedule, the Customer acknowledges and accepts forfeiture of these services. There will be no allocation of credit for any unused air time or unutilized production services.
Should there be a delay exceeding two weeks that prevents IWM from delivering any part of the production, the Customer is not entitled to either a credit or a refund for the services that were specifically reserved and scheduled for the Customer's production. The Customer acknowledges that any such delays do not alter their obligations under this agreement.

IWM is a podcast production house that sells production time that is reserved for you to use monthly. Unused production hours do not accumulate, nor do they roll over. "Customer" has the right to 4 hours of studio production and 4 hours of pre & post-production (which is used solely off-line by our producers to book, schedule and prep you and your guests as well as to edit and distribute the episodes). These 4 hours are dedicated to producing up to (4) :30 Minute podcast episodes. If "Customer" does not produce 4 episodes in a given month, there is no credit for unproduced episodes. This agreement is based on production hours as defined above.

Additional Fees: If "Customer" exceeds 4 hours of studio production time in any given 30 day period, then "Customer" will be responsible for additional production fees of $550 Per additional hour that will be reported and billed on the first of the next month to your credit card on file.

Production Schedule:This agreement stipulates that the Customer shall not have the authority to regulate, modify or interfere with the internal processes and procedures of IWM. Any attempts by the Customer to halt or impede production due to attempts to alter IWM's established processes will not absolve the Customer from their obligations under this agreement.

Customer Responsibilities:

Customer must provide the following within 30 days of executing this agreement:

Podcast Show Name

Show Description

On-Going Requirements Per Podcast:Customer must provide the following within 3 days of production of a specific episode:

A title & description for each episode produced.

After a podcast has been completed and published with Customers approved title & description, if Customer requires a change or update to the RSS Feed (title or description), Customer will incur a $50 change fee to be applied to Customers next invoice.

Guest Booking: IWM will make every effort to secure the requested guests that the "Customer" has no relationship with. If any of these guests decline to be interviewed or fail to appear, it is not the fault of IWM and the "Customer" acknowledges this and agrees not to hold IWM responsible. IWM will utilize its database of guest speakers and contacts to book all guests for Clients show.

Celebrity Appearances: IWM WILL NOT book any celebrities that "Customer" or IWM does not already have a relationship with. If IWM develops any relationships with Celebrities that could benefit "Customer's" podcast, IWM will make best efforts to book them for "Customer" with approval.

Traffic: IWM is not responsible for traffic volume nor is this agreement contingent upon traffic volume and you acknowledge that we do not report statistics for downloads, live streams or any other advertisement.

Hosting: IWM undertakes to provide hosting services for the RSS feed and media files associated with the podcast show. The hosting fee is subsumed within your recurring monthly production charge. Failure to remit this monthly production fee will be construed as non-payment of the hosting fee. In such an event, we reserve the right either to remove your podcast from our hosting service or to maintain absolute control and proprietorship of the podcast show until all outstanding dues are settled in full. The customer's adherence to these terms is imperative to maintain the continuity of hosting services provided by IWM.

Furthermore, in the event of any unpaid invoice, IWM reserves the right to instantly monetize any or all media files hosted on our platform. All revenues generated from third-party sources as a consequence of this monetization, resulting from untimely invoice payment, will be solely retained by IWM. The Customer hereby acknowledges that they will have no claim to such revenues. Upon the receipt of due payment, any existing monetization applied to the media files within our network will be promptly removed. The Customer's compliance with these payment terms is essential to ensure the non-monetization & continued hosting of their media files on IWM's platform.

Outstanding Balance and RSS Feed Release To Move Podcast To Show Host(s)

Outstanding Balance: In the event that there remains an outstanding balance owed by the Customer at the termination or conclusion of this Service Agreement ("Agreement"), the Customer acknowledges and agrees that any and all rights, titles, and interests, including but not limited to the release, transfer, or modification, of the podcast Really Simple Syndication Feed ("RSS Feed") shall be expressly conditioned upon the full settlement of said outstanding balance.

RSS Feed Withholding: The Company reserves the unequivocal right to withhold, restrain, or otherwise maintain control over the Host(s) Podcast RSS Feed, preventing any form of release, transfer, modification, or any other disposition thereof, until the Customer’s outstanding balance is resolved in full, to the complete satisfaction of the Company.

Resolution of Outstanding Balance: For the purposes of this clause, resolution of the outstanding balance shall mean the full payment and clearance of any and all amounts due and owing by the Customer to the Company under the terms of the Agreement, including but not limited to all fees, charges, costs, and any other monetary obligations.

Cancellation:  "Customer" may cancel this agreement anytime within the last 30 days of the current term of this agreement. Any cancellation must be made in writing and is not valid until IWM acknowledges the cancellation in writing. If there is no cancellation at the end of the then current term, this agreement will renew at a guaranteed locked in rate.
Intellectual Property: All intellectual property created under this agreement will be owned by IWM until the successful completion and cancellation of this agreement. At which point that Intellectual Property will be conveyed to "Customer". If this agreement is breached however, the Intellectual Property will remain the property of IWM.
Assignment: Neither party shall have the right to assign or subcontract any part of its obligations under this agreement.

Attorney's Fees: The non-prevailing party in any dispute under this agreement shall pay all costs and expenses, including expert witness fees and attorney's fees, incurred by the prevailing party in resolving such dispute.

Conflicts: The terms of this Agreement shall control over any conflicting terms in any referenced agreement or document.

Cumulative Rights: This agreement includes cumulative rights, meaning that any specific right or remedy provided in this agreement will be in addition to, rather than exclusive of, all other rights and remedies.

Force Majeure: Neither party shall be held responsible for any delay or failure in performance of any part of this agreement to the extent such delay or failure is caused by fire, flood, explosion, war, embargo, government requirement, civil or military authority, act of God, or other similar causes beyond its control and without the fault or negligence of the delayed or non-performing party. The affected party will notify the other party in writing within ten (10) days after the beginning of any such cause that would affect its performance. Notwithstanding, if a party's performance is delayed for a period exceeding thirty (30) days from the date the other party receives notice under this paragraph, the non-affected party will have the right, without any liability to the other party, to terminate this agreement.‌

Indemnity: Each party shall indemnify, defend, and hold the other party harmless from and against any and all claims, actions, suits, demands, assessments, or judgments asserted, and any and all losses, liabilities, damages, costs, and expenses (including, without limitation, attorneys fees, accounting fees, and investigation costs to the extent permitted by law) alleged or incurred arising out of or relating to any operations, acts, or omissions of the indemnifying party or any of its employees, agents, and invitees in the exercise of the indemnifying party's rights or the performance or observance of the indemnifying party's obligations under this agreement. Prompt notice must be given of any claim, and the party who is providing the indemnification will have control of any defense or settlement.‌

Entire Agreement: This agreement sets forth and constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof. This agreement supersedes any and all prior agreements, negotiations, correspondence, undertakings, promises, covenants, arrangements, communications, representations, and warranties, whether oral or written, of any party to this agreement.‌

Severability: If any provision of this agreement shall be declared by any court of competent jurisdiction to be illegal, void, or unenforceable, the other provisions shall not be affected but shall remain in full force and effect.‌

Waiver: Failure of either party to insist on strict compliance with any of the terms, covenants, and conditions of this agreement shall not be deemed a waiver of such terms, covenants, and

conditions, or of any similar right or power hereunder at any subsequent time.‌

Written Modification: This agreement may be amended or modified only by a writing executed by both parties.

Enforceability:In the event that any clause or section of this agreement is deemed unenforceable or invalid under any applicable law or by any applicable judicial decree, such unenforceability or invalidity shall not invalidate the rest of the agreement. The remaining clauses and sections shall remain in full force and effect, undiminished in their legal validity and enforceability. This agreement as a whole shall continue to be binding and in operation notwithstanding the invalidity or unenforceability of any individual clause or section.

Copyright & Intellectual Property: Throughout the duration of this agreement or until its satisfactory termination upon receipt of complete payment for services, the copyright of all produced materials shall be jointly held by both IWM and the Customer. In the event that the Customer fails to fulfill the obligation of full and complete payment under the terms of this agreement, all rights, including but not limited to copyrights and marketing rights, shall be unequivocally transferred to and vested in IWM.

Should the Customer meet the obligation of full and complete payment, upon the conclusion of this agreement or its successful cancellation, IWM shall transfer all copyrights pertinent to the produced materials to the Customer. However, notwithstanding the transfer of copyrights, the Customer hereby grants IWM an irrevocable, perpetual, and worldwide right to use the produced podcast for marketing purposes. This right, held by IWM, will persist irrespective of the termination or conclusion of this agreement.
Subsequently and subject to the full and complete payment, IWM relinquishes and renounces any and all rights, claims, and interests to the Podcast Intellectual Property that was generated during the term of this agreement on behalf of the Customer.

IWM Commitment: IWM hereby affirms its commitment to utilizing the best possible efforts in order to fulfill its obligations as stipulated in this agreement. IWM is dedicated to maintaining a high standard of service and will employ the utmost abilities, resources, and industry practices to ensure IWM meets and, where possible, exceeds the expectations outlined herein.
This commitment applies to all aspects of our service provision throughout the duration of this agreement, highlighting our dedication to delivering the best quality outcomes for the Customer.

Claims & Disputes:‌ All claims and disputes arising under or relating to this Agreement are to be settled in a court of competent jurisdiction in the State of Florida, Broward County.