Podcast Guest Agreement

This Podcast Guest Agreement (the “Agreement”) by and between 16070132 CANADA INC. (DBA “In Your Ellement”) and all its affiliates (together, “Company”, “us”, “we”, and “our”, “Podcast Producer”) and you, the individual or entity (“you”, “your”, or “Guest”) governs your participation in our Podcast. PLEASE READ THIS AGREEMENT CAREFULLY.

The Guest understands that the Podcast may be recorded in our venue or a venue provided to us by a Third Party. The Guest shall observe and follow all applicable venue policies, public health, safety and security policies, including local public health and safety policies and applicable government guidelines, as of the date of recording of the Podcast and which may change at any time as determined by Federal, Provincial or local government agencies or instrumentalities, and/or the venue operator; such requirements may include, without limitation, entry requirements, and other protective measures. We will inform the Guest of any applicable venue policies prior to the recording date.

ACCEPTANCE OF THIS AGREEMENT

By participating in the podcast, the Guest represents and warrants that their contributions (including statements, stories, or opinions) will not violate any law, infringe on the intellectual property, privacy, or publicity rights of any third party, or defame any individual or entity. The Guest agrees to take full responsibility for the content of their participation and will indemnify us against any claims, losses, or liabilities arising from a breach of this section.

AUTHORIZATION TO USE IMAGE, LIKENESS, AND STATEMENTS

Guest irrevocably grants us (and our affiliates, licensees, and assignee) the right to use their image, likeness, voice, actions, and statements as captured during the recording, whether live or pre-recorded, in any format or medium now known or later developed. This includes the right to reproduce, distribute, publicly display, perform, or otherwise use such recordings for any lawful purpose, including promotional or commercial use, without further notice, approval, or compensation to the Guest.

OWNERSHIP AND USE OF INTELLECTUAL PROPERTY

We own all rights in and to the trademarks, name, logo, audio recordings, imagery, and overall branding of the podcast (collectively, the “Podcast Intellectual Property”). Guest agrees not to use, reproduce, or distribute any Podcast Intellectual Property for any purpose, except for nominative fair use or with our prior written consent.

USE OF PODCAST RECORDINGS AND PERSONAL SHARING

Guest may not independently record, reproduce, or distribute any portion of the podcast session, whether audio or video, without our prior written consent.
Guest may request permission to republish full episodes or partial clips (audio or video) on their own channels, including websites, newsletters, podcasts, or social media accounts. Such use is permitted only with our prior written approval and must include proper attribution to the original podcast.
Guest is encouraged to share official podcast content (e.g., approved clips or promotional materials) on personal social media for non-commercial purposes. However, any commercial use, such as attaching the content to sponsorships, advertisements, or product promotions, requires express written permission.
We reserve the right to determine, at our sole discretion, whether any proposed use constitutes unauthorized or commercial use.

ASSIGNMENT OF COPYRIGHTS

Unless otherwise agreed in writing, we exclusively own all copyrights in and to the final podcast recording, including the audio, video, and edited content captured during the Guest’s appearance.

This assignment applies only to the content created in the course of the recording, such as the Guest’s recorded statements, performance, or interactions on the podcast. It does not apply to any pre-existing intellectual property the Guest brings into the conversation (e.g., personal anecdotes, brand names, lyrics, music or original frameworks), which remain the property of the Guest.

We may register copyright in the episode and list the Guest’s contribution as anonymous if appropriate.

Guest’s right to use or share any part of the podcast is governed by the “Use of Podcast Recordings and Personal Sharing” section of this Agreement. All other rights are reserved by us, and we may revoke usage permissions in the event of a violation.

GUEST REPRESENTATIONS

By participating in the podcast, the Guest represents and warrants that their contributions (including statements, stories, or opinions) will not violate any law, infringe on the intellectual property, privacy, or publicity rights of any third party, or defame any individual or entity. The Guest agrees to take full responsibility for the content of their participation and will indemnify us in accordance with the Indemnification section of this Agreement.

EDITORIAL DISCRETION

We reserve the right to edit, publish, or decline to publish any recording, in whole or in part, at our sole discretion. Participation in a recording does not guarantee publication or distribution.

INDEMNIFICATION

Guest agrees to indemnify, defend, and hold harmless us, our affiliates, licensees, successors, assignees, and each of our respective directors, officers, employees, contractors, and agents (collectively, the “Indemnified Parties”) from and against any and all claims, demands, causes of action, liabilities, losses, damages, costs, and expenses (including reasonable legal fees and costs of investigation and enforcement) arising out of or related to:

any breach or alleged breach by the Guest of any representation, warranty, or obligation under this Agreement;
any claim that the Guest’s statements, conduct, or contributions during the podcast violate any applicable law or infringe upon any intellectual property, privacy, publicity, or other legal rights of any third party;
any unauthorized use of the podcast content by the Guest or any party acting on their behalf.

ENTIRE AGREEMENT

This Agreement represents the entire understanding between the parties and supersedes all prior discussions or agreements, whether written or oral, regarding the subject matter herein.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of Ontario, and/or the federal laws of Canada as applicable therein, without regard to its conflict of law provisions.

DISPUTE RESOLUTION

The parties hereto shall initially attempt to resolve all claims, disputes or controversies arising under, out of or in connection with this Agreement by conducting good faith negotiations amongst themselves. If the parties hereto are unable to resolve the matter following good faith negotiations, the parties shall hereby irrevocably and unconditionally submit to the jurisdiction of the court in Toronto, Ontario, Canada.

ASSIGNMENT

We may assign or transfer our rights and obligations under this Agreement, in whole or in part, to any third party, successor, affiliate, or acquirer of our podcast or business without the Guest’s prior consent. Any such party shall be referred to as our “Assignee” and shall have the same rights and obligations under this Agreement as we do.

AMENDMENTS

Any changes or modifications to this Agreement must be consented in writing by both parties.

NO PARTNERSHIP

Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties.

SEVERABILITY

If any provision of this Agreement is found to be invalid or unenforceable, the remainder shall continue in full force and effect.

WAIVER

No waiver of any breach or default shall be deemed a waiver of any other or subsequent breach or default.