Before using any of REC Room Audio services, as described below (hereafter referred to as “Services”) the user of such Services (referred to herein as “you,” “ your,” or “Client”) is required to read, understand and agree to these terms. You may only sign up for and receive Services after reading and accepting these terms. The legal agreements set out below govern your use of REC Room Audio’ Services. By using REC Room Audio’ Services you agree to these terms. REC Room Audio reserves the right to amend these terms from time to time at REC Room Audio’ absolute discretion, provided both that (i) REC Room Audio gives you 30 days’ prior written notice of such changes, and (ii) any such changes will not be applicable to Services previously rendered or costs and fees related thereto. If you do not agree to these terms you are not authorized to use the Services.

Services

The Services that REC Room Audio will provide include, but are not limited to: audio post-production, audio editing, production services, posting, show notes, consulting, and any other audio related services (collectively, the “Services”).

Responsibilities of REC Room Audio

REC Room Audio, based on Clients’ service level, will:

• Receive raw audio recording file(s) via shared REC Room Audio Client Portal

• Provide audio-production enhancements, including equalization, dynamic balancing, and background noise reduction

• Raise or lower the overall audio level in requirement with audio broadcast standards

• Remove any dead space at beginning and end of the recording

• Mix in pre-recorded intro and/or outro audio recording

• Review entire recording and create a smooth flowing conversation so that edits are not noticeable

(Applies to Enhanced, Professional and Custom service levels only)

• Edit out unwanted parts such as false starts, throat clearing, coughs, sneezes, long pauses, heavy breathing, um’s, ah’s, and other accidental sounds or mistakes in the recording (Applies to Enhanced, Professional and Custom service levels only)

• Deliver final audio within 72 business hours of receiving all necessary materials from Client (Applies to Standard and Enhanced services only)

• Mix audio to high quality MP3

• Upload final audio master to the REC Room Audio Client Portal, or if Client is unable to upload and retrieve files from the REC Room Audio Client Portal, with previous agreement with Client, final audio master will be uploaded to a shared folder. (Dropbox or Google Drive)

• Upload and publish final audio to Client hosting platform if login credentials are provided

• REC Room Audio will perform all Services in a professional manner consistent with the highest industry standards.

The following only applies to Enhanced levels of service

• Mix in pre-recorded music or other sound effects to any specified part of recording

• Allow for up to one hour of Custom* production including adding in sound design, music, and other sound effects throughout episode

• Deliver final audio product within 120 business hours of receiving all necessary materials from Client

Responsibilities of Client

Client will:

• Complete Client Profile and pay for services upon registering

• Set up an on-boarding call with REC Room Audio

• Record podcast audio

• Upload all content to REC Room Audio including intro/outro, music, dialogue tracks, manuscript or editing document and any other needed files using REC Room Audio Client Portal (unless Client is unable to utilize the REC Room Audio Client Portal, then through the use of another agreed upon file sharing platform). The requested file types from Client are wav or mp3. If Client is unable to provide these file types, please communicate with REC Room Audio prior to submission.

• Describe the episode layout and production expectations from REC Room Audio and communicate if there are any special instructions for each individual episode using the REC Room Audio Client Portal (unless Client is unable to utilize the REC Room Audio Client Portal, then through the use of another agreed upon file sharing platform).

• Communicate if turnaround time needs to be sooner than the standard 72 or 120 hour turnaround time, and if so, understand that an expedited delivery will depend on REC Room Audio capacity and will incur an additional rush fee charge.

Delivery

Once Client has signed up and paid for Services, Client will receive an invitation via email to join the REC Room Audio Client Portal. All episode materials must be submitted through Client account in the REC Room Audio Client Portal. REC Room Audio will start processing an episode only once ALL files have been submitted through the REC Room Audio Client Portal in an accessible or useable format. If content submitted is corrupted or in an unusable format, the production of your episode will be delayed. If only part of the content for an episode is uploaded, Client must notify REC Room Audio when the remaining files will be uploaded. Normal turnaround time is 72 or 120 hours from the time all RAW audio files and assets needed to complete episode is submitted through the REC Room Audio Client Portal. Once an episode is edited, mixed and mastered, the master recording will be shared back to Client for review through the episode page in the REC Room Audio Client Portal. Client will have 14 calendar days to request any revisions. It is recommended that Client allows a window of at least an additional 24 hours for revisions prior to posting. For example, if an episode posting day is Friday, Client must have all episode files uploaded to the REC Room Audio Client Portal by start of business on Monday to have initial processing completed by end of day Wednesday, allowing revisions from REC Room Audio to be processed on Thursday in preparation for posting on Friday.

“72 hours” and “120 hours” – is defined as 3 or 5 business days NOT including Saturday, Sunday, or holidays observed by REC Room Audio. Content submitted outside of normal business hours (8:00am-5:00pm EST) will be considered received at the open of business the following business day. When multiple episodes are submitted within a 48 hour period, REC Room Audio will require an additional 24-48 hours above the standard 72 or 120 hour turnaround to process each additional episode.

Rush Fee – While we cannot guarantee the ability to rush an episode’s processing sooner than the 72 hour standard turnaround, Client can make this request when submitting an episode with the preferred day and/or time Client would like the episode back. If Client request that we rush an episode, a $75 rush fee will apply (per request).

Revisions - Episodes that may require additional revisions will be subject to an additional 48 or 72 business hours for revisions to be completed and returned to Client for review and approval from the time the request is received. Revision requests submitted outside of normal business hours (8:00am-5:00pm EST) will be marked as received at open of business the next business day. REC Room Audio requires that all revision requests be submitted as a comment on the episode form in the client portal, indicating that it is a revision request. Revision requests that are deemed as minor will require 48 business hours to complete. Revision requests that are deemed as major will require 72 business hours to complete.

Posting - REC Room Audio will post approved episode masters to Client hosting platform only when requested to do so. Posting requests must be denoted in the client portal at original time of submission or as a subsequent comment on the episode form in the REC Room Audio Client Portal. Accurate client hosting credentials must be provided to REC Room Audio at least 48 business hours prior to posting of the first episode. All approved episodes to be posted by REC Room Audio must be indicated as being approved in the client portal (by commenting on the episode form) by close of business the day before it is scheduled to post. If Client does not indicate the episode is approved, REC Room Audio will not post the episode until confirmation of approval is received. Posting approval received outside of normal business hours (8:00am-5:00pm EST) will be marked as received at open of business the following business day (not including weekends or recognized holidays) and will be posted at first availability.

Payment Terms

The amount of the fees that will be charged to and paid for by Client for Services rendered by REC Room Audio will be based upon REC Room Audio’ fee schedule as stated on its website from time to time. REC Room Audio has the right to amend its fee schedule at its sole and exclusive discretion, provided that such changes will not be applicable to or affect any orders for Services submitted to REC Room Audio by Client prior to the effective date of any such changes. If invoicing is arranged, Client agrees to pay amount due in full within 30 days of invoice received date, understanding that Services may not begin until payment is received.

Client agrees to pay for the Services requested. REC Room Audio may charge your payment method for any Services purchased and for any additional amounts (including any taxes, overages, additional fees and late fees, as applicable) that may be accrued by or in connection with your account. Client also is responsible for the timely payment of all fees and for providing REC Room Audio with a valid payment method for payment of all fees.

Payment may be made on the REC Room Audio website, through the REC Room Audio Client Portal or in the form of paper check mailed to and made out to REC Room Audio.

Additional Fees

• RAW AUDIO OVER 60 MINS: RAW audio content that will be edited by REC Room Audio (not including reusable assets such as intro or outro audio) greater than 60 minutes is subject to a $60 charge for each additional 60 minutes of RAW audio (Applies to Standard and Enhanced services only). RAW Podcast Recording length and corresponding additional fees are as follows: up to 60 minutes = no additional fee; 61 to 120 minutes = $60 additional fee. REC Room Audio does not offer price protection or refunds in the event of a price reduction or promotional offering. When submitting RAW audio longer than the standard 60 minutes Client authorizes REC Room Audio to process the payment of the additional fee unless otherwise specified.

• RUSH FEE: If Client requests an episode to be processed sooner than the standard 72 hour turnaround time, REC Room Audio reserves the right to apply a rush fee of $75 per request.

• REVISIONS – PRODUCTION: For Standard, Enhanced and Professional production services, Client will be given 14 calendar days to request one round of minor revisions. A minor revision is classified as a minor modification to the episode master that has additional edits with up to 3 specified timestamps (to be provided by Client). With an episode submission, Client may request one round of minor revisions which will not incur an additional charge. A major revision is classified as additional edits to the episode master with more than 3 specified timestamps (to be provided by Client) or the inclusion of new or additional assets (including re-recorded content). Major revisions or additional rounds of requested minor revisions will incur an additional $49 fee per request. When submitting revision requests Client authorizes REC Room Audio to process the payment of the additional fee unless otherwise specified. Revisions to episodes will be completed within 48 or 72 business hours depending on the complexity of the request.

Service Terms

Client may terminate its use of REC Room Audio’ Services for any reason or for no reason with 30 days’ prior email notice to REC Room Audio of intent to terminate Services.

REC Room Audio may terminate or suspend any and all Services, with a 30-day emailed notice, for any reason whatsoever, or for no reason, including without limitation if you breach the Terms. Upon the effective date of termination, your right to use our Services will immediately cease.

Refunds

Refunds may only be requested for unused production services purchased and must be requested within 30 days of original purchase date. Refunds will be calculated based off the remaining episode balance when refund is requested, minus an additional 4 episode credits that must be used within 1 year after termination request is sent via email by Client. Any discounts that were applied to the original service package transaction will be subtracted from remaining refund balance. REC Room Audio reserves the right to apply an additional processing fee of up to $99 for any requested refunds of unused services. All refunds will be processed upon completion of 30-day window after termination request is sent via email.

Indemnity

You hereby agree to indemnify and hold harmless REC Room Audio, its employees, representatives, and contractors from and against all third party claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, punitive, exemplary and indirect damages), and reasonable attorneys’ fees, relating to, resulting from or arising out of, in whole or in part (i) any breach of these Terms by Client, whether or not deemed to be material or immaterial; (ii) any material or immaterial violation of any rights, title or interests of any third party; or (iii) the infringement of any third party’s intellectual property rights from materials submitted by Client to REC Room Audio Services or any of Client’s acts or omissions