Podcast Guest Agreement - Terms and Conditions
Den of Rich and its members, subsidiaries, affiliates, representatives, agents, and employees (“Host”) and (“Guest”) agree to the following terms, for good consideration, the receipt of which is acknowledged, effective as of the date set forth above.
1. Guest Responsibilities. Guest agrees to take part in the Host’s podcast “Den of Rich” (“Podcast”) on the day and time mutually agreed to by Host and Guest. The guest will coordinate with the Host regarding any equipment or facilities needed for calling in or recording the Podcast, which must be provided by the Guest, solely at the Guest’s own cost. The GUEST agrees to provide a license or royalty-free personal photo and brief personal biography (the “Guest Media”) which will be used in the preview of the podcast's episode upon signature of this agreement.
2. Consent to be Recorded. Guest gives Host irrevocable consent to record Guest’s likeness, image, voice, and appearance by audio and video, and/or any other means for or during the Podcast.
3. Consent to Edit Guest Media and Performance. Guest gives Host irrevocable consent to edit, mix, or duplicate Guest’s podcast performance and Guest Media. Podcast final editing, on whatever Guest Media is not subject to the Guest’s prior written or verbal approval.
3.1 Host's Rights to Modify Biography. The Host reserves the right to modify the provided personal biography (BIO) to correct spelling, grammatical, semantic, punctuation, and stylistic errors, as well as to add biographical facts about the Guest that, in Host's opinion, make the profile more complete.
4. Intellectual Property. Pursuant to this Agreement, any intellectual property, including but not limited to the audio and video of the appearance, marketing material created in advance or after the appearance, and any likeness of the Guest used by the Host (collectively, the “Created IP”), created in relation to the Guest’s appearance on the Podcast and during the podcast recording, shall belong solely and exclusively to the Host.
4.1 With the execution of this Agreement, Guest hereby grants Host a worldwide, royalty-free, exclusive license to use, publish, distribute, reproduce, live-stream, edit, record, post, copyright, license, digitize, and/or re-release Guest’s name, likeness, image, voice, or other personal representation, for any legal reason for the purpose of the Podcast along with clause 8. Release and Distribution, including but not limited to social media, commercial marketing, source materials, video footage, sales, or in any other medium in any form that has been or will be invented (the “Guest Media”).
4.2 Guest hereby releases Host from any and all claims and demands arising out of or in connection with any use of the Guest Media along with this Agreement, including, without limitation, right of publicity claims, defamation and /or any other intellectual property rights.
4.3 The Parties’ already-owned intellectual property, such as trademarks, service marks, copyrights, patents, or any other intellectual property, shall remain with the Party to whom it originally belonged.
5. Consent for Exclusive Use by Host. Guest gives Host an irrevocable exclusive license to use, broadcast, exhibit, market, distribute, display, reproduce, or sell any recording, image, video, or other copyrighted material or intellectual property created by Guest for or during the Podcast, on the Guest Media. Guest acknowledges that he or she has NO right to use, broadcast, exhibit, market, distribute, display, reproduce, or sell any recording, image, video, or other copyrighted material or intellectual property created by Guest for or during the Podcast.
6. Parallel audio or video recordings. Any parallel audio or video recordings, streaming, screenshots, or print screens, during podcast recording or during any audio/video communication with the HOST made by the GUEST or by the GUEST’S associates are strictly prohibited. For violation of Clause 6 of this agreement, the GUEST will be fined $1,000,000 USD.
7. Data Privacy. Host guarantees that any Personal Data of the Guest processed for the purpose of this Podcast will be processed in compliance with any applicable data privacy laws and regulations by the Host, including but not limited to appropriate technical and organizational measures to be taken to ensure the integrity and security of Guest Personal Data, transparency to the Guest being informed in due time, in the appropriate language and/or managing and responding to the Guest’ requests in a timely manner. The Host undertakes (i) to process Guest Personal Data for the sole purpose of the Podcast and (ii) not use nor allow any third party to use such Personal Data for any other purpose than the terms agreed herein for or during the Podcast unless otherwise expressly agreed by the Guest on the basis of information fully complying with the applicable data privacy laws and regulations.
7.1 The Host shall report without delay to the Guest: (i) any Personal Data Breach involving the Guest's Personal Data, with respect to the performance of the Podcast Guest Agreement.
7.2 In case of order to disclose Guest Personal Data by government officials, a Data Protection Supervisory Authority, or any law enforcement authority (“the Authority”), the Host commits to take all means at its disposal to protect the confidentiality of the Guest Personal Data (if and to the extent permitted by laws and/or regulations), and in particular to:
(a) Promptly notify the Guest of the disclosure order,
(b) Unless otherwise agreed by the Guest, use available legal means to contest/oppose such order,
c) Not disclose such Personal Data unless legally forced to do it pursuant to a final and enforceable legal decision by the relevant authority.
8. No payment. Guest agrees that Host will not make any payment to Guest in exchange for an appearance on the podcast or the grants of the rights herein.
9. Guest Content. Guest represents and warrants that he or she owns all the right, title, and interest, or has the right to permit the use of, all materials, videos, or other content Guest uses or performs during the Podcast.
10. Release and Distribution. The Guest acknowledges and agrees that by participating in the podcast episode, they grant the Host an irrevocable, perpetual, worldwide license to use, distribute, broadcast, and display the episode in any and all media, now known or hereafter devised. The Guest further agrees that they shall not, under any circumstances, request or demand the removal of the episode, or any portion thereof, from any platform or medium where it has been distributed or broadcasted, regardless of any changes in their personal or professional life circumstances. This clause constitutes a full and final waiver of any rights the Guest may have to control the use of the episode and is binding on the Guest's heirs, successors, and assigns.
10.1 After the podcast is published, the host or podcast team may send the guest links to the published episode. The participant agrees that any sharing of the episode featuring their participation can only be done using these provided links or by utilizing the native sharing features of the platform where the podcast is published. Any other form of distribution or sharing is not permitted without prior written consent from the host or the podcast team.
10.2 The Host retains the unequivocal right, at their sole and absolute discretion, to place the episode featuring the Guest's participation behind a paywall, without any obligation to provide prior notification to the Guest or to obtain their consent. The Guest hereby acknowledges and agrees that they shall have no entitlement to any financial compensation, remuneration, or other monetary claims arising from or related to the Host's decision to monetize the episode in such a manner.
10.3 Rights to Use Guest Name for Promotion. The Guest hereby grants the Host the perpetual, worldwide, and irrevocable right to use the Guest’s name, likeness, and biographical information in connection with the promotion, marketing, and distribution of the podcast episode. This includes, but is not limited to, the right to use the Guest’s name in the title of the podcast episode, promotional materials, advertisements, and other related marketing activities. The Guest acknowledges that such use is without compensation, and agrees that the Host shall retain exclusive rights to determine the manner and context in which the Guest’s name is utilized for promotional purposes.
11. No obligation to broadcast or distribute. The host retains the sole right to determine whether to broadcast or distribute and recording of the Guest on the Podcast. The host will notify the Guest if it determines it will not broadcast or distribute any recording of the Guest on the podcast.
12. Non-exclusivity of employment. Guest may be engaged or employed in any other business, trade, profession, or activity other than in connection with this Podcast.
13. Cancellation. In the event that either Party wishes to cancel this Agreement, the Parties agree to give at least the following amount of notice: 1 business day before the arranged recording date. After the Podcast recording takes place, the agreement cannot be canceled.
14. Indemnification. Host and Guest shall each defend, indemnify, and hold other harmless (including all affiliates, officers, directors, employees, agents, successors, and assigns) from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from bodily injury, death of any person, damage, real or intangible, to personal property resulting from the other’s acts or omissions or the breach of any representation, warranty, or obligation under this Agreement.
14.1 By participating as a Guest in this Podcast recording, the Guest hereby acknowledges and consents to the voluntary nature of this engagement, and further agrees to release, indemnify, and hold harmless the Podcast Host, the Podcast team, their associates, affiliates, officers, agents, and representatives from any and all liabilities, claims, demands, actions, or causes of action, including but not limited to, any mental, emotional, or psychological harm that may arise, directly or indirectly, from the participation in this Podcast. The Guest expressly waives any right to pursue legal action or seek remedies against the aforementioned parties for any perceived or actual damages incurred as a result of this interaction.
15. Survival. Any provision of this Agreement which by its terms imposes continuing obligations on either of the Parties shall survive termination of this Agreement.
16. Dispute Resolution. In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of New York State. Each Party shall pay its own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on federal and state law, and claims based on local laws, ordinances, statutes, or regulations. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
17. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of New York State without giving effect to any choice or conflict of law provision or rule. Each Party irrevocably submits to the exclusive jurisdiction and venues of the federal and state courts located in the following country in any legal suit, action, or proceeding arising out of or based upon this Agreement.
18. Benefit. This Agreement shall be binding upon and shall inure to the benefit of each of the Parties hereto, and to their representative heirs, representatives, successors, and assigns.
19. Counterparts. A scanned copy of the executed Agreement shall have the same legal validity as an original copy. The Agreement shall be effective as of the date set forth above.
20. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be sent to email addresses of the Parties. All notices shall be delivered by email or that which Parties may designate to each other from time to time through personal delivery, nationally recognized overnight courier (with all fees prepaid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a notice is effective only if (a) the receiving Party has received the Notice and (b) the Party giving the Notice has complied with the requirements of this Section.
21. Force Majeure. Guest is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
22. Headings. Headings to this Agreement are for convenience only. Headings shall in no way affect the provisions themselves and shall not be constrained in any way that would limit or otherwise affect the terms of this Agreement.
23. Entire Agreement; Modification. The Agreement embodies the entire agreement between Host and Guest relating to the subject matter hereof. This Agreement may be changed, modified, or discharged only if agreed to in writing by both Parties.