Terms of Service

 
This Podcast Editing Services Agreement (“Agreement”) is entered into effective as of the commencement of services between the Podcaster/Client (the “Producer”) and Candice S. Dorsey (the “Editor”) and applies to the performance of editing services by the Editor for the Producer in connection with a podcast the Producer is creating.

DESCRIPTION OF SERVICES
The Producer engages the Editor to perform editing and mixing services (“Services”) in connection with the audio editing and mixing of the podcast (the “Work/Podcast”).

PRODUCTION SCHEDULE AND GUIDELINES

The Editor will perform the Services on the “Booking Day” once all of the Work from the Producer is uploaded in Google Drive folder. Unless the Producer has otherwise indicated non-urgency or specified a due date outside of the “Booking Day”.

PRODUCER APPROVAL

The Producer agrees to work with the Editor in good faith in connection with the Producer’s right of approval, including making timely and constructive suggestions to help the Editor deliver the Services to the Producer's specifications.

SERVICE LOCATION
The Service to be provided shall be performed via remote online which will be provided by Editor. Communication is available
via Voxer software, Zoom, or whatever form of communication the Producer prefers.

PAYMENT FOR SERVICES
As full consideration for the Services performed by the Editor under this Agreement, and provided the Editor is not in breach of this Agreement, the Producer will pay the Editor the amount invoiced for the Services, before “Booking Day” of the Services.

REFUND/TERMINATION OF SERVICE

By Editor. The Editor may terminate this Agreement by giving the Producer 48 hours of written notice prior to the “Booking Day” on which the Editor is scheduled to commence services. In such a case, the Producer will owe no payment to the Editor.

By Producer. The Producer may terminate this Agreement by the provision of written notice of termination to the Editor if the Producer is not satisfied with the final edited recording of the podcast, subject to payment of a termination fee equal to 25% (or $125) of the cost of the Editor's Services based on the invoiced fee set.

OWNERSHIP

The Editor understands and agrees that all rights, titles, and interest in the Work is owned and controlled by the Producer. The Editor further understands and agrees that the Services have been specially ordered and commissioned by the Producer on behalf of the Rights Holder. The Editor agrees that all work product produced by the Editor while performing the Services, including any unfinished audio editing of the podcast (collectively, the “Work Product”) is a “work made for hire” to the full extent permitted by law, with all copyrights in the Work Product owned by the Rights Holder. The Editor agrees that all rights, titles, and interest in and to such Work Product will be owned, immediately upon creation, exclusively by the Rights Holder. To the extent that any Work Product of the Editor would not qualify as a work made for hire under applicable law, the Editor hereby assigns to the Rights Holder all rights, titles and interest the Editor may have in and to such Work Product, including all copyright, rights of authorship or rights of publicity in the Work Product. The Editor will execute any additional documents required by the Producer or the Rights Holder to establish such ownership or assignment to the Rights Holder. In the event of any termination of this Agreement prior to the Editor’s completion of the Services, the provisions of this Agreement regarding ownership will apply with respect to any portion of the Services that might have been completed prior to such termination.

REPRESENTATION AND WARRANTIES

The Producer and the Editor represent and warrant that: (a) the Producer and the Editor is free to enter into the Agreement and to perform the Editor’s obligations as required by this Agreement, (b) the Editor and the Producer have made no agreements or commitments that prevent or interfere with the performance of the Editor’s obligations under the Agreement, and (c) neither the Services nor the materials used to provide the Services will infringe upon or violate the intellectual property rights or any other statutory or common law rights of any third party. The Producer warrants, for the benefit of the Editor, and the Rights Holder, that the Producer has all rights required for the Editor to perform the Services pursuant to the Agreement and for the Rights Holder to make the Podcast available for production and distribution.

INDEPENDENT CONTRACTOR

The Editor will provide the Services to the Producer on an independent contractor basis. The Editor is solely responsible for the payment of all taxes applicable to all sums paid to the Editor hereunder. The Editor will have no authority to bind the Producer, or the Rights Holder in any way or to make any commitments to anyone on behalf of the Producer, or the Rights Holder without their prior written consent.

LIABILITY
The Editor will not be liable for loss, damage, or delay of the Client’s project due to circumstances beyond The Editor's control. Such circumstances may include (but are not limited to) acts of God, public unrest, power outages, and inability to contact the Producer. In the event of such loss, damage, or delay, The Editor will make every effort to notify the Producer immediately.

CONFIDENTIALITY
The Editor will not at any time or in any manner, either directly or indirectly, use for the personal benefit of The Editor, or divulge, disclose, or communicate in any manner any information that is proprietary to the Producer. The Editor will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, The Editor will return to the Producer all records, notes documentation, and other items that were used, created, or controlled by The Editor during the term of this Agreement with the exception of items purchased by The Editor and not reimbursed by the Producer.

SEVERABILITY
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.