TERMS AND CONDITIONS

These Client Terms, together with any Client Form (defined in clause 1), set out the agreement under the terms of which Kayetriot Media, LLC, Mark Kaye, and PodcastInAnHour.com provide services (defined in clause 2) to you or the company which you represent (the ‘Client’).

  1. CLIENT FORM, THIS AGREEMENT

    1. These Client Terms will apply to all the Client’s dealings with Kayetriot Media, LLC, including being incorporated in all agreements, quotations or orders under which Kayetriot Media, LLC is to provide services to the Client (each a ‘Client Form’) together with any additional terms included in such Client Form (provided such additional terms are recorded in writing).

    2. The Client will be taken to have accepted this Agreement if the Client accepts a Client Form, or if the Client orders, accepts or pays for any services provided by Kayetriot Media, LLC after receiving or becoming aware of this Agreement or these Client Terms.

    3. In the event of any inconsistency between these Client Terms and any Client Form, the clauses of these Client Terms will prevail to the extent of such inconsistency, except that any “Special Conditions” (being terms described as such in a Client Form) will prevail over these Client Terms to the extent of any inconsistency.

  2. SERVICES

    1. GENERALLY

      1. In consideration for the payment of the fees set out in the Client Form (Fees), Kayetriot Media, LLC will provide the Client with the services set out in a Client Form (Services).

      2. Kayetriot Media, LLC will provide the Services during the Work Times set out in a Client Form, and for any additional hours agreed in writing by the parties.

      3. Unless otherwise agreed in writing, the Kayetriot Media, LLC may, in its discretion:

        1. not commence work on any Services until the Client has paid any Fees or deposit payable in respect of such Services; and

        2. withhold delivery of Services until the Client has paid an invoice in respect of any Services, including invoices for previous Services that have already been provided.

    2. Services

      1. The Client agrees that:

        1. the Client must make themselves available for a 1-on-1 call at the beginning of the Project Period, in which Kayetriot Media, LLC will explain the Client Acquisition Coaching Services roadmap, and the materials and services that will be provided as part of the Services throughout the Project Period;

        2. during the Project Period, Kayetriot Media, LLC will make themselves available to the Client for 1 group coaching call via ZOOM where Kayetriot Media, LLC coaches will answer specific questions the Client might have relating to the Services;

        3. the materials that Kayetriot Media, LLC provides to the Client as part of the Client Acquisition Coaching Services will be made available to the Client in perpetuity, however the Client will need to contact Kayetriot Media, LLC to request a new copy of these materials if they are lost or inaccessible for whatever reason to the Client, and Kayetriot Media, LLC will endeavour to provide those materials to the Client again within 14 days; and

        4. the Client must make a reasonable effort to engage and attend the services provided by Kayetriot Media, LLC as part of the Client Acquisition Coaching Services, including that the Client must:

          1. attend a minimum of 1 call as described in clauses 2.2(b) and 2.2(c) per week; and

          2. complete 90% of the video materials provided as part of the Client Acquisition Coaching Services by the end of the Project Period.

  3. DISCLAIMERS – NO LEGAL OR FINANCIAL ADVICE

    1. All information provided by Kayetriot Media, LLC as part of the Services is general information.

    2. This information is based on information you provide to Kayetriot Media, LLC.

    3. No information provided as part of the Services is intended to be legal or financial advice of any kind and it should not be relied on as such.

    4. You should obtain specific financial, legal or other professional advice before relying on the Services. By not seeking such advice, you accept the risk that the information provided as part of the Services may not meet the specific needs of your business.

  4. CONDITIONAL GUARANTEE

    1. Subject to clause 4(b), Kayetriot Media, LLC guarantees that Kayetriot Media, LLC will refund the Fees to the Client if, within the Project Period, the Client does not have a live, published podcast on Spotify with the potential to earn at least $10,000 USD per month through various sponsorships, products, and offers.

    2. In order for the Client to be eligible for the Guarantee: 

      1. the Client must provide clear evidence that the podcast and the revenue streams were not created or available to them during the project period for reasons beyond their control.

      2. the Client must: 

        1. script and record a podcast trailer based on the exact framework Kayetriot Media, LLC provides, within 5 days of purchasing this program and submitting payment to Kayetriot Media, LLC or PodcastInAnHour.com.

        2. record the podcast trailer and upload for distribution via Spotify within 5 days of purchasing this program and submitting payment to Kayetriot Media, LLC or PodcastInAnHour.com.

        3. produce and upload for distribution via Spotify at least 1 unique podcast episode per week (7 day period) during the project period. 

    3. If the above stipulations are met, and the Client does not have a published podcast with access to 5 revenue streams with a potential value of $10,000 per month within 100 days of purchasing this program abnd submitting payment to Kayetriot Media, LLC, the Client will receive a full refund for the total Fee amount from Kayetriot Media, LLC. The Client will receive this refund on day 120 if the stated goals were not achieved after implementing the above stipulations. The client will receive the refund after Stripe has processed the payment (usually takes 10 business days from Stripe).

  5. CLIENT OBLIGATIONS

    1. PROVIDE INFORMATION AND LIAISON

      1. The Client must provide Kayetriot Media, LLC with all documentation, information and assistance reasonably required for Kayetriot Media, LLC to perform the Services.

      2. The Client must provide to Kayetriot Media, LLC all information reasonably required by Kayetriot Media, LLC to assess and identify the specific actions and outcomes that the Client has taken and achieved throughout the Project Period.

      3. The Client agrees to liaise with Kayetriot Media, LLC as it reasonably requests for the purpose of enabling Kayetriot Media, LLC to provide the Services.

    2. COMPLIANCE WITH LAWS

      1. The Client warrants that it will not be receiving or requesting the Services, or during receiving or requesting the Services, or otherwise during any Project Period:

        1. breach any applicable laws, rules and regulations (including any applicable privacy laws and any relevant industry codes) (Laws);

        2. do anything which may cause Kayetriot Media, LLC to breach any Law;

        3. breach the direction of any government department or authority; or

        4. infringe the Intellectual Property Rights or other rights of any third party or breach any duty of confidentiality.

  6. CLIENT MATERIALS

    1. CLIENT MATERIALS

      1. The Client warrants that all information, documentation and other Material (defined in clause 12) it provides to Kayetriot Media, LLC for the purpose of receiving the Services, including financial records and information regarding its systems, procedures and all other materials relating to compliance, is complete, accurate and up-to-date.

    2. RELEASE

      1. The Client releases Kayetriot Media, LLC from all liability in relation to any loss or damage arising out of or in connection with the Services, to the extent such loss or damage is caused or contributed to by information, documentation or any other Material provided by the Client being incomplete, inaccurate or out-of-date.

  7. PAYMENT

    1. FEES

      1. The Client must pay to Kayetriot Media, LLC fees in the amounts and at the times set out in the Client Form or as otherwise agreed in writing.

    2. DIRECT DEBIT

      1. If the Client is paying by direct debit, the Client:

        1. agrees to enter into Direct Debit Service Agreement and a Direct Debit Request Form with Stripe that we provide to the Client ;

        2. authorises Kayetriot Media, LLC to charge the Client’s bank account in advance in line with the Client Form and DDR Service Agreement;

        3. acknowledges and agrees that each direct debit payment will incur a $1.25 or 2.2%, whichever is greater, for Visa and MasterCard;

        4. must ensure that there are sufficient funds available in their account to allow Stripe to debit the Fees payable;

        5. must give Kayetriot Media, LLC a notice of at least 48 hours if:

          1. the Client is transferring or closing the account specified in their DDR;

          2. there are any changes to the Client’s credit card specified in their DDR; and

        6. acknowledges and agrees that if a debit is returned by the Client’s financial institution as ‘unpaid’:

          1. Kayetriot Media, LLC will charge the Client a $7 dishonour fee in addition to any fees charged under the DDR Service Agreement by Stripe; and

          2. Kayetriot Media, LLC will suspend your access to the Services until the amounts payable are received by Kayetriot Media, LLC.

    3. TIME FOR PAYMENT

      1. Unless otherwise agreed in the Client Form or in writing:

        1. if Kayetriot Media, LLC issues an invoice to the Client, payment must be made by the time(s) specified in such invoice; and

        2. in all other circumstances, the Client must pay for goods and services within 3 days of receiving an invoice for amounts payable.

    4. PAYMENT METHOD

      1. The Client must pay Fees using the fee payment method specified in the Client Order Form.

    5. Online payment partner

We use third-party payment providers (Payment Providers) to collect payments for Services, these include Stripe and simpleinvoices.io. The processing of payments by the Payment Provider will be, in addition to these terms, subject to the terms, conditions and privacy policies of the Payment Provider and we are not liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your payment. 

  1. LATE PAYMENT

    1. If the Client does not pay an amount due under this Agreement on or before the date it is due:

      1. Kayetriot Media, LLC may immediately cease providing the Services;

      2. Kayetriot Media, LLC may seek to recover the amount due by referring the matter to a collection agency;

      3. without limiting any of Kayetriot Media, LLC’s other rights under these terms, the Client must pay Kayetriot Media, LLC interest at the rate of 20% per annum, on each amount outstanding, accruing daily and compounding monthly, from the due date for payment to the date on which payment is received by Kayetriot Media, LLC; and

      4. the Client must reimburse Kayetriot Media, LLC for any costs it incurs, including any legal costs, in recovering the amount due or enforcing any of its rights under this Agreement.

  2. CARD SURCHARGES

    1. Kayetriot Media, LLC reserves the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).

  1. CHANGES

    1. The Client must pay additional service fees for changes to Services requested by the Client which are outside the scope set out in the relevant Client Form (Changes).

    2. Unless otherwise agreed in writing, Kayetriot Media, LLC may at its discretion extend or modify any delivery schedule or deadlines for the Services as may be reasonably required by such Changes.

  2. ACCREDITATIONS

    1. Unless otherwise agreed in writing:

      1. all displays or publications of any deliverables provided to the Client as part of the Services must, if requested by Kayetriot Media, LLC, bear an accreditation and/or a copyright notice including Kayetriot Media, LLC’s name in the form, size and location as directed by Kayetriot Media, LLC; and

      2. Kayetriot Media, LLC retains the right to describe the Services and reproduce, publish and display the deliverables in Kayetriot Media, LLC’s portfolios and websites for the purposes of recognition or professional advancement, and to be credited with authorship of the Services and deliverables in connection with such uses.

  3. THIRD PARTY GOODS AND SERVICES

    1. Any Service that requires Kayetriot Media, LLC to acquire goods and services supplied by a third party on behalf of the Client may be subject to the terms & conditions of that third party (Third Party Terms), including ‘no refund’ policies.

    2. The Client agrees to any Third Party Terms applicable to any goods and services supplied by a third party that the Client or Kayetriot Media, LLC acquires as part of the Services and Kayetriot Media, LLC will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms.

  4. CONFIDENTIALITY

    1. Except as contemplated by this Agreement, each party must not, and must not permit any of its officers, employees, agents, contractors or related companies to, use or disclose to any person any confidential information disclosed to it by the other party without its prior written consent.

    2. This clause 11 does not apply to:

      1. information which is generally available to the public (other than as a result of a breach of this Agreement or another obligation of confidence);

      2. information required to be disclosed by any law; or

      3. information disclosed by Kayetriot Media, LLC to its subcontractors, employees or agents for the purposes of performing the Services or its obligations under this Agreement.

  5. INTELLECTUAL PROPERTY

    1. CLIENT CONTENT

      1. The Client grants to Kayetriot Media, LLC (and its subcontractors, employees and agents) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the Client Content to the extent reasonably required to perform any part of the Services.

      2. The Client:

        1. warrants that Kayetriot Media, LLC’s use of Client Content as contemplated by this Agreement will not infringe any third-party Intellectual Property Rights; and

        2. will indemnify Kayetriot Media, LLC from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement or a claim of such an infringement.

    2. DEVELOPED IP

      1. All Developed IP will be solely and exclusively owned by Kayetriot Media, LLC.

      2. Kayetriot Media, LLC grants to the Client a non-exclusive, royalty free, non-transferable and revocable licence to use Developed IP to the extent required for the Client to use, enjoy the benefit of or exploit the Services.

    3. CONSULTANT IP

      1. Kayetriot Media, LLC grants to the Client a non-exclusive, royalty free, non-transferable and revocable licence to use Kayetriot Media, LLC IP to the extent required for the Client to use, enjoy the benefit of or exploit the Services.

      2. Unless otherwise agreed in writing by Kayetriot Media, LLC or in this clause 12.3, the Client will not acquire Intellectual Property Rights in any Kayetriot Media, LLC IP under this Agreement or as part of receiving the Services.

    4. DEFINITIONS

      1. For the purposes of this Agreement:

        1. “Client Content” means any Material supplied by the Client to Kayetriot Media, LLC under or in connection with this Agreement, including any Intellectual Property Rights attaching to that Material.

        2. “Kayetriot Media, LLC IP” means all Material owned or licensed by Kayetriot Media, LLC that is not Developed IP and any Intellectual Property Rights attaching to that Material.

        3. “Developed IP” means the Material produced by Kayetriot Media, LLC in the course of providing the Services, either alone or in conjunction with the Client or others, and any Intellectual Property Rights attaching to that Material.

        4. “Intellectual Property Rights” means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this Agreement.

        5. “Material” means tangible and intangible information, documents, reports, drawings, designs, software (including source and object code), inventions, concepts, data and other materials in any media whatsoever.

  6. WARRANTIES

    1. Subject to clause 4, to the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.

  7. LIABILITY

    1. (Limitation of liability) To the maximum extent permitted by applicable law, the maximum aggregate liability of Kayetriot Media, LLC to the Client in respect of loss or damage sustained by the Client under or in connection with this Agreement is limited to the total Fees paid to Kayetriot Media, LLC by the Client in the 6 months preceding the first event giving rise to the relevant liability.

    2. (Indemnity) The Client agrees at all times to indemnify and hold harmless Kayetriot Media, LLC and its officers, employees, agents and contractors (“those indemnified”) from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those indemnified where such loss or liability was caused or contributed to by the Client or the Client’s officers’, employees’, agents’ or contractors’:

      1. breach of any term of this Agreement; or

      2. negligent, fraudulent or criminal act or omission.

    3. (Consequential loss) Kayetriot Media, LLC will not be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this Agreement or any goods or services provided by Kayetriot Media, LLC, except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth) or any other applicable law.

  8. SUBCONTRACTING

    1. Kayetriot Media, LLC may subcontract any aspect of providing the Services and the Client hereby consents to such subcontracting.

  9. TERMINATION

    1. TERMINATION BY KAYETRIOT MEDIA

      1. Kayetriot Media, LLC may terminate this Agreement in whole or in part immediately by written notice to the Client if:

        1. the Client is in breach of any term of this Agreement; or

        2. the Client becomes subject to any form of insolvency or bankruptcy administration.

    2. TERMINATION BY THE CLIENT

      1. The Client may terminate this Agreement in whole or in part by written notice to Kayetriot Media, LLC if Kayetriot Media, LLC:

        1. has committed a material breach of this Agreement and has failed to remedy the breach within 30 days after receiving written notice from the Client; or

        2. consents to such termination, subject to the Client’s fulfilment of any pre-conditions to such consent (for example, payment of a pro-rata portion of the agreed fees).

    3. EFFECT OF TERMINATION

      1. Upon termination of this Agreement, the Client must promptly pay (at the Kayetriot Media, LLC’s request):

        1. the Cancellation Fee specified in the Client Form;

        2. any payments required by Kayetriot Media, LLC to third party suppliers or Kayetriot Media, LLC to discontinue their work;

        3. Kayetriot Media, LLC’s standard fees in relation to work already performed; and/or

        4. an equitable amount by way of profit margin on the preceding items.

    4. SURVIVAL

      1. Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this Agreement will survive and be enforceable after such termination or expiry.

  10. DISPUTE RESOLUTION

    1. A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.

    2. A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.

    3. Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

  11. NOTICES

    1. A notice or other communication to a party under this agreement must be:

      1. in writing and in English; and

      2. delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond for the purposes of the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.

      3. Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:

        1. 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this Agreement, in which case the notice will be taken to be given on the next occurring Business Day in that state or territory; or

        2. when replied to by the other party,

whichever is earlier.

  1. GENERAL

    1. GOVERNING LAW AND JURISDICTION

      1. This agreement is governed by the law applying in the State of Florida in the United States of America. Each party irrevocably submits to the exclusive jurisdiction of the courts of Florida and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

    2. BUSINESS DAYS

      1. If the day on which any act is to be done under this agreement is a day other than a Business Day, that act must be done on or by the immediately following Business Day except where this agreement expressly specifies otherwise.

    3. AMENDMENTS

      1. This agreement may only be amended in accordance with a written agreement between the parties.

    4. WAIVER

      1. No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

    5. SEVERANCE

      1. Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

    6. JOINT AND SEVERAL LIABILITY

      1. An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

    7. ASSIGNMENT

      1. A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

    8. COUNTERPARTS

      1. This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.

    9. COSTS

      1. Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.

    10. ENTIRE AGREEMENT

      1. This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

    11. INTERPRETATION

      1. (singular and plural) words in the singular includes the plural (and vice versa);

      2. (gender) words indicating a gender includes the corresponding words of any other gender;

      3. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

      4. (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;

      5. (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

      6. (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;

      7. (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;

      8. (headings) headings and words in bold type are for convenience only and do not affect interpretation;

      9. (includes) the word “includes” and similar words in any form is not a word of limitation;

      10. (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision; and

      11. (currency) a reference to $, or “dollar”, is to American currency, unless otherwise agreed upon in writing.