Podbabble User Agreement Effective Date: February 25th, 2022

This User Agreement (“Terms”) applies to your access to and use of the websites, APIs, emails, and other online products and services (collectively, the “Services”) provided by Podbabble, Inc. (“Podbabble,” “we,” “us,” or “our”)

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use our Services.

1. Your Access to the Services

By using the Services, you state that:

• You are at least 13 years old and over the minimum age required by the laws of your country of residence to access and use the Services;
• You can form a binding contract with Podbabble, or, if you are over 13 but under the age of majority in your jurisdiction, that your legal guardian has reviewed and agrees to these Terms;
• You are not barred from using the Services under all applicable laws; and
• You have not been permanently suspended or removed from the Services.
• If you are accepting these Terms on behalf of another legal entity, including a business or government entity, you represent that you have full legal authority to bind such entity to these Terms.

2. Privacy

Podbabble’s Privacy Policy explains how and why we collect, use, and share information about you when you access or use our Services. You understand that through your use of the Services, you consent to the collection and use of this information as set forth in the Privacy Policy.

3. Your Use of the Services

Subject to your complete and ongoing compliance with these Terms, Podbabble grants you a personal, non-transferable, non-exclusive, revocable, limited license to access and use the Services. We reserve all rights not expressly granted to you by these Terms.

Except and solely to the extent such a restriction is impermissible under applicable law, you may not, without our written agreement:

• license, sell, transfer, assign, distribute, host, or otherwise commercially exploit the Services or Content;
• modify, prepare derivative works of, disassemble, decompile, or reverse engineer any part of the Services or Content; or
• access the Services or Content in order to build a similar or competitive website, product, or service.

We do not guarantee that the Services will always be available or uninterrupted. We are always improving our Services. This means we may add or remove features, products, or functionalities; we will try to notify you beforehand, but that won’t always be possible. We reserve the right to modify, suspend, or discontinue the Services (in whole or in part) at any time, with or without notice to you. Any future release, update, or other addition to functionality of the Services will be subject to these Terms, which may be updated from time to time. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.

4. Your Podbabble Account and Account Security

To use certain features of our Services, you may be required to create a Podbabble account (an “Account”) and provide us with a username, password, and certain other information about yourself as set forth in the Privacy Policy.

You are solely responsible for the information associated with your Account and anything that happens related to your Account. You must maintain the security of your Account and immediately notify Podbabble if you discover or suspect that someone has accessed your Account without your permission. We recommend that you use a strong password that is used only with your Account.

You will not license, sell, or transfer your Account without our prior written approval.

5. Your Content

The Services may contain information, text, links, graphics, photos, videos, audio, streams, or other materials (“Content”), including Content created with or submitted to the Services by you or through your Account (“Your Content”). We take no responsibility for and we do not expressly or implicitly endorse, support, or guarantee the completeness, truthfulness, accuracy, or reliability of any of Your Content.

By submitting Your Content to the Services, you represent and warrant that you have all rights, power, and authority necessary to grant the rights to Your Content contained within these Terms. Because you alone are responsible for Your Content, you may expose yourself to liability if you post or share Content without all necessary rights.

You retain any ownership rights you have in Your Content, but you grant Podbabble the following license to use that Content:

When Your Content is created with or submitted to the Services, you grant us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, transferable, and sublicensable license to use, copy, modify, adapt, prepare derivative works of, distribute, store, perform, and display Your Content and any name, username, voice, or likeness provided in connection with Your Content in all media formats and channels now known or later developed anywhere in the world. This license includes the right for us to make Your Content available for syndication, broadcast, distribution, or publication by other companies, organizations, or individuals who partner with Podbabble. You also agree that we may remove metadata associated with Your Content, and you irrevocably waive any claims and assertions of moral rights or attribution with respect to Your Content.

Any ideas, suggestions, and feedback about Podbabble or our Services that you provide to us are entirely voluntary, and you agree that Podbabble may use such ideas, suggestions, and feedback without compensation or obligation to you.

Although we reserve the right to review, screen, edit, or monitor Your Content, we do not necessarily review all of it at the time it’s submitted to the Services. However, we or a Moderator may, in our or their sole discretion, delete or remove Your Content at any time and for any reason, including for violating these Terms, violating our Content Policy, or if you otherwise create or are likely to create liability for us.

6. Third-Party Content, Advertisements, and Promotions

The Services may contain links to third-party websites, products, or services, which may be posted by advertisers, our affiliates, our partners, or other users (“Third-Party Content”). Third-Party Content is not under our control, and we are not responsible for any third party’s websites, products, or services. Your use of Third-Party Content is at your own risk, and you should make any investigation you feel necessary before proceeding with any transaction in connection with such Third-Party Content.

The Services may also contain sponsored Third-Party Content or advertisements. The type, degree, and targeting of advertisements are subject to change, and you acknowledge and agree that we may place advertisements in connection with the display of any Content or information on the Services, including Your Content.

If you choose to use the Services to conduct a promotion, including a contest or sweepstakes (“Promotion”), you alone are responsible for conducting the Promotion in compliance with all applicable laws and regulations, including but not limited to creating official rules, offer terms, eligibility requirements, and compliance with applicable laws, rules, and regulations which govern the Promotion (such as licenses, registrations, bonds, and regulatory approval). Your Promotion must state that the Promotion is not sponsored by, endorsed by, or associated with Podbabble, and the rules for your Promotion must require each entrant or participant to release Podbabble from any liability related to the Promotion. You acknowledge and agree that we will not assist you in any way with your promotion, and you agree to conduct your Promotion at your own risk.

7. Things You Cannot Do

When using or accessing Podbabble, you must comply with these Terms and all applicable laws, rules, and regulations. Please review the Content Policy, which are incorporated by this reference into, and made a part of, these Terms and contain Podbabble’s rules about prohibited content and conduct. In addition to what is prohibited in the Content Policy, you may not do any of the following:

• Use the Services in any manner that could interfere with, disable, disrupt, overburden, or otherwise impair the Services;
• Gain access to (or attempt to gain access to) another user’s Account or any non-public portions of the Services, including the computer systems or networks connected to or used together with the Services;
• Upload, transmit, or distribute to or through the Services any viruses, worms, malicious code, or other software intended to interfere with the Services, including its security-related features;
• Use the Services to violate applicable law or infringe any person’s or entity's intellectual property rights or any other proprietary rights;
• Access, search, or collect data from the Services by any means (automated or otherwise) except as permitted in these Terms or in a separate agreement with Podbabble (we conditionally grant permission to crawl the Services in accordance with the parameters set forth in our robots.txt file, but scraping the Services without Podbabble’s prior consent is prohibited); or
• Use the Services in any manner that we reasonably believe to be an abuse of or fraud on Podbabble or any payment system.

We encourage you to report content or conduct that you believe violates these Terms or our Content Policy.

8. Moderators

Moderating a discussion board is an unofficial, voluntary position that may be available to users of the Services. We are not responsible for actions taken by the moderators. We reserve the right to revoke or limit a user’s ability to moderate at any time and for any reason or no reason, including for a breach of these Terms.

If you choose to moderate a discussion board:

• You agree that when you receive reports related to a discussion board you moderate, you will take appropriate action, which may include removing content that violates policy and/or promptly escalating to Podbabble for review;
• You are not, and may not represent that you are, authorized to act on behalf of Podbabble;
• You may not enter into any agreement with a third party on behalf of Podbabble, or any discussion board that you moderate, without our written approval;
• You may not perform moderation actions in return for any form of compensation, consideration, gift, or favor from third parties;
• If you have access to non-public information as a result of moderating a discussion board, you will use such information only in connection with your performance as a moderator; and
• You may create and enforce rules for the discussion board you moderate, provided that such rules do not conflict with these Terms or the Content Policy.
• Podbabble reserves the right, but has no obligation, to overturn any action or decision of a moderator if Podbabble, in its sole discretion, believes that such action or decision is not in the interest of Podbabble or the Podbabble community.

9. Copyright, Trademark, the DMCA, and Takedowns

Podbabble respects the intellectual property of others and requires that users of our Services do the same. We have a policy that includes the removal of any infringing material from the Services and for the termination, in appropriate circumstances, of users of our Services who are repeat infringers. Also, please note that if you knowingly misrepresent that any activity or material on our Service is infringing, you may be liable to Podbabble for certain costs and damages.

If we remove Your Content in response to a copyright or trademark notice, we will notify you via email. If you believe Your Content was wrongly removed due to a mistake or misidentification in a copyright notice, you can send a counter notification via email to team@podbabble.com. Please see 17 U.S.C. § 512(g)(3) for the requirements of a proper counter notification.

10. Paid Services and Payment Information

There are no fees for participating in discussions on Podbabble or for certain other aspects of the Services. However, some services, such as creating a discussion board for a given Podcast, may be available for purchase (“Paid Services”). Podbabble may change the fees or benefits associated with the Paid Services from time to time with reasonable advance to paying customers; provided, however, that no advance notice will be required for temporary promotions, including temporary reductions in the fees associated with the Paid Services. Notwithstanding the foregoing, any price changes or changes to your subscription plans will apply no earlier than 30 days following notice to you.

You may submit your debit card, credit card, or other payment information (“Payment Information”) via our Services to purchase the Paid Services. We use third-party service providers to process your Payment Information. If you submit your Payment Information, you agree to pay all costs that you incur, and you give us permission to charge you when payment is due for an amount that includes these costs and any applicable taxes and fees.

11. Intellectual Property

The Services are owned and operated by Podbabble. The visual interfaces, graphics, design, compilation, information, data, computer code, products, services, trademarks, and all other elements of the Services (“Materials”) provided by Podbabble are protected by intellectual property and other laws. All Materials included in the Services are the property of Podbabble or its third-party licensors. You acknowledge and agree that you shall not acquire any ownership rights whatsoever by downloading Materials. Except as expressly authorized by Podbabble, you may not make use of the Materials. Podbabble reserves all rights to the Materials not granted expressly in these Terms.

12. Indemnity

Except to the extent prohibited by law, you agree to defend, indemnify, and hold Podbabble, its affiliates, and their respective directors, officers, employees, affiliates, agents, contractors, third-party service providers, and licensors (the “Podbabble Entities”) harmless from and against any claim or demand made by any third party, and any related liability, damage, loss, and expense (including costs and attorneys’ fees) due to, arising out of, or in connection with: (a) your use of the Services, (b) your violation of these Terms, (c) your violation of applicable laws or regulations, or (d) Your Content. We reserve the right to control the defense of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.

13. Limitation of Liability

By using the Services you agree that the Podbabble Entities’ liability is limited to the maximum extent permissible in your country of residence. Liability will be limited to foreseeable damages arising due to a breach of material contractual obligations typical for this type of contract. Podbabble isn’t liable for damages that result from a non-material breach of any other applicable duty of care. This limitation of liability will not apply to any statutory liability that cannot be limited, to liability for death or personal injury caused by our negligence or willful misconduct, or if and to exclude our responsibility for something we have specifically promised to you.

14. Changes to these Terms

We may make changes to these Terms from time to time. If we make changes, we will post the revised Terms and update the Effective Date above. If the changes, in our reasonable discretion, are material, we will notify you by sending an email to the address associated with your Account (if you have chosen to provide an email address) or by otherwise providing you with notice through our Services at least 30 days before the date they become effective. By continuing to access or use the Services on or after the Effective Date of the revised Terms, you agree to be bound by the revised Terms. If you do not agree to the revised Terms, you must stop accessing and using our Services before the changes become effective.

15. Termination

You may terminate these Terms at any time and for any reason by deleting your Account and discontinuing use of all Services. If you stop using the Services without deactivating your Account, your Account may be deactivated due to prolonged inactivity. To the fullest extent permitted by applicable law, we may suspend or terminate your Account, moderator status, or ability to access or use the Services at any time for any or no reason, including for violating these Terms or our Content Policy. The following sections will survive any termination of these Terms or of your Account: 5 (Your Content), 7 (Things You Cannot Do), 12 (Indemnity), 13 (Limitation of Liability), 15 (Termination), and 16 (Miscellaneous).

15. Miscellaneous

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, constitute the entire agreement between you and us regarding your access to and use of the Services. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. You may not assign or transfer any rights or obligations under these Terms without Podbabble’s prior written consent. Podbabble may, without restriction, assign any of our rights and obligations under these Terms, at its sole discretion, with 30 days’ prior notice. Your right to terminate these Terms at any time pursuant to Section 16 remains unaffected.

These Terms are a legally-binding agreement between you and Podbabble, Inc. If you have any questions about these terms, please contact us.