Term Of Service
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, IMMEDIATELY STOP ACCESSING THIS SITE.
Definitions: The terms below have the following meanings:
"Affiliate" means any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, such person or entity.
"Podcasts" and "shows" means the podcasts you analyze using the Software.
"Authorized Users" means, and is expressly limited to, the employees of yours who have agreed to the Podr Terms of Service ("TOS").
"Client Data" means information or other data provided by you to Podr through the Software, including user account information and report queries.
"Connected Accounts" means Apple Podcasts Connect account, or other similar accounts from other Podcast distributors or marketplaces (each, a "Connected Account") which you may optionally choose to connect with the software.
"Software Data" means any digital media, software links, or numerical data accessed by you from the Software or from its related services, including but not limited to data accessed via the Software's file export features, email notification services, web application interface (API), or via manual copying and pasting from the Software's user interface.
You hereby certify that you are at least 18 years of age and, if you are agreeing to these Terms of Service on behalf of a corporation or entity, that you are duly authorized to bind such corporation or entity and provide the Client Data contemplated herein. In addition, you agree that:
You will not attempt to use the Software with crawlers, robots, data mining or extraction tools or any other functionality;
Your use of the Software will at all times comply with these Terms of Service; and
You have the right to provide any and all information you submit to the Software, and the information and all such information is accurate, true, current and complete.
You will update and correct information you have submitted to the Software and ensure that it is accurate at all times (out-of-date information will invalidate your account).
You acknowledge and agree that all content and information on the Site is protected by proprietary rights and laws.
You agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, transfer, create derivate work from, sell or re-sell any content or information obtained from or through the Site.
The Site may contain links to other websites maintained by third-parties. These links are provided solely as a convenience and do not imply endorsement of, or association with, the party by Podr.
Modifications to this Agreement.
Podr may update this Agreement from time-to-time and may amend it at any time to incorporate additional rules, policies, procedures and other instructions concerning access to, and use of, the Software or additional features, materials, products, opportunities, or services that Podr may make available on or through the Software. All such updates and amendments are effective immediately.
Termination of Use.
Podr shall have the right to immediately terminate or suspend, in its discretion, your access to all or part of the Site with or without notice for any reason. Podr shall not be liable for any failure to provide access to or use of the Software during any such suspension.
Limitations on Copying.
You shall not, and shall not allow any of your Authorized Users or any other third party to, copy, download, or reproduce the Software.
Limitations on Third Party Use.
Only you are permitted to access or use the Software. You shall not license, sublicense, sell, resell, market, lease, loan, rent, transfer, assign, distribute, disclose, or make accessible to any third party, or allow any third party to analyze or optimize Podcasts using the Software, or otherwise commercially exploit the Software or grant any right to access or use the Software to any third party.
Limitations on Reverse Engineering and Modification.
You shall not: (a) modify or improve the Software or make derivative works based upon the Software; (b) decompile, disassemble, or reverse engineer any object code that is part of the Software or attempt to reverse engineer, reconstruct, identify, or discover any source code of any such software, the structure, sequence, or organization of such source code or any algorithms, methods, or models contained therein; (c) create Internet "links" to the Software or "frame" or "mirror" any content on any other server or wireless or Internet-based device; (d) enter into time-sharing or data processing service arrangements involving use of Software with any third party; (e) remove any product identification, trademark, copyright, patent, or other notices or markings contained in, displayed by, or provided with the Software; or (f) access or use the Software in order to build any software, product, or service that is competitive or similar to the Software or any portion thereof.
Limitations on Use.
You shall not: (a) submit Client Data or any other material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs; (b) interfere with, impede, or disrupt the integrity or performance of the Software or the data contained therein or part thereof; (c) attempt to gain unauthorized access to the Software or its related systems or networks; (d) access, use, or copy any portion of the Software, through the use of bots, spiders, Web crawlers, indexing agents, or other automated devices or mechanisms; (e) create any denial of service with respect to the Software; (f) falsify the origin of your communications, or attempt to do any of the foregoing; or (g) use the Software for any illegal or injurious purpose.
Please be advised that Podr may monitor your use of and access to the Software to ensure compliance with this Agreement and any other applicable rules, policies, deadlines and instructions. By using the Software, you expressly consent to such monitoring. If such monitoring reveals possible unauthorized use of the Software, Podr may, among other things, suspend or terminate your access to the Software.
Compliance with Laws.
You are responsible for all activity occurring under any Authorized User Accounts and you shall abide by all applicable local, state, federal and foreign laws, treaties and regulations in connection with your access to and use of the Software, including those laws related to data privacy, and the transmission of technical or personal data. You shall not use the Software for any unlawful purpose, and you will not export, directly or indirectly, the Software to any country without first obtaining the license or approval.
Reliance on Software.
The Software permits you to analyze Software Data and prepare various analyses and reports comprised of your Software Data or based on your analysis of Software Data. You, not Podr, are responsible for creating each analysis, analyzing the Software Data contained in each analysis, and in determining how to use your analysis. PODR MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES REGARDING THE ACCURACY, COMPLETENESS OR CONTENTS OF ANY REPORTS OR OTHER OUTPUT GENERATED USING THE SOFTWARE. YOU ACKNOWLEDGE AND AGREE THAT ITS USE AND RELIANCE ON REPORTS GENERATED USING THE SOFTWARE IS AT YOUR OWN RISK.
To access and use certain features, functions and services in the Software, you must have an account ("Authorized User Account"). You may only create an Authorized User Account as set forth in the License Fees section; you may, for an additional fee, add extra Authorized User Accounts. You may only register for one Authorized User Account. In consideration of your access to, and use of, the features, functions and services in the Software, you will (a) provide accurate, current and complete information as may be prompted by any registration forms in the Software ("Registration Data"); (b) maintain the security of your user identification and password (collectively, "Login Information"); (c) maintain and promptly update the Registration Data, and any other information you provide to Podr through the Software; (d) promptly advise Podr whenever there is a change to your contact information or any other information in your account; (e) receive communications from Podr electronically; and (f) be fully responsible for all use of your Authorized User Account and for any actions that take place using such account and any applicable Login Information.
You represent and agree that all information you provide to Podr in connection with its access to and use of the Software is, and shall be, true, accurate and complete to the best of your knowledge, ability and belief. Podr reserves the right to terminate these Terms, or to refuse, restrict, or discontinue your access to the Software (or any portions, components, modules, or features of the Software) for any reason, or for no reason whatsoever, at any time, without notice or liability.
License to Podr for Client Data.
You grant Podr a non-exclusive, world-wide, perpetual, royalty-free, irrevocable, sublicensable and transferable license to use the Client Data for purposes of performing the services set forth in this Agreement. You will be responsible for obtaining all rights, permissions, and authorizations to provide the Client Data to Podr for use as contemplated under this Agreement. You agree to indemnify Podr for any third party claims, demands or losses arising as a result of your failure to obtain all such necessary rights, permissions and authorizations.
License to Podr for Connected Account Data.
You have the option to connect your Apple Podcasts account with the Software, in order to use the Software to analyze the information about your Podcasts stored in the Connected Account. By doing so, you understand and agree that Podr will receive certain information about you and your Podcasts from the Connected Account. ("Connected Account Data"). Notwithstanding anything to the contrary herein, you hereby grant Podr (and our successors and assigns) a non-exclusive, world-wide, perpetual, royalty-free, irrevocable, sublicensable and transferable license to use your Connected Account Data to produce anonymized data for the purpose of (i) further developing and optimizing the Software, (ii) the development and sale of new products, and (iii) expanding the features and functionality of existing products.
Consistent with Podr's then current practices and procedures, Podr will maintain and enforce administrative, technical, and physical safeguards to reasonably protect the confidentiality, availability, and integrity of your Client Data.
The Software contains material that is protected by intellectual property laws, including copyright and trade secret law, and by international treaty provisions. All rights not expressly granted to you under this Agreement are expressly reserved by Podr and its licensors. All copyrights, patents, trade secrets, trademarks, service marks, trade names, moral rights and other intellectual property and proprietary rights in the Software shall remain the sole and exclusive property of Podr or its licensors, as applicable, and this Agreement grants you no title or rights of ownership in the Software or any subsets or components thereof.
You or any Authorized User may provide suggestions, ideas, inventions, innovations, improvement or enhancement requests, feedback, recommendations, or other information to Podr regarding the Software, in whatever form, whether or not patentable or copyrightable or made or conceived solely or jointly with others (collectively, "Client Feedback"). Such Client Feedback is voluntary. Podr may use Client Feedback for any purpose without obligation of any kind, and you acknowledge and agree that such Client Feedback shall become the sole property of Podr, and you hereby transfer and assign all right, title and interest in the Client Feedback exclusively to Podr and any and all related patent, copyrights, trademarks, trade names and other intellectual property rights and applications therefor, in the United States and elsewhere else.
You agree to indemnify and hold harmless Podr and Podr's officers, directors, employees, agents and licensors from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of, or in connection with any claim brought by any third party in connection with or arising out of (a) your access to and use of the Software, (b) the Client Data (including the Podcasts and data from Connected Accounts), or (c) your violation of this Agreement or your violation of any rights of another. Podr reserves, and you grant to Podr, the right to assume exclusive defense and control of any matter subject to indemnification by you. All rights and duties of indemnification that are set forth herein shall survive termination of this Agreement.
You hereby grant Podr a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable and transferable right to Podr to use your name, company name, logo, and Podcast logo in Podr's marketing and press materials.
Notwithstanding anything to the contrary, this Agreement shall be non-exclusive in nature, and nothing in this Agreement shall be construed as preventing Podr from performing the same or similar services (or products resulting from such services) for other third parties or for itself and its affiliates.
Other Applicable Terms.
Copyright Policy and Digital Millennium Copyright Act (DMCA) Procedures.
Podr reserves the right to terminate your or any third-party's right to use the Software if such use infringes the copyrights of another. Podr may, under appropriate circumstances and at its discretion, terminate your or any third-party's right to access to the Software, if Podr determines that you or a third-party is a repeat infringer. If you believe that any material has been posted via the Software by any third-party in a way that constitutes copyright infringement, and you would like to bring it to Podr's attention, you must provide Podr's DMCA Agent identified below with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the copyrighted work and the location on the Software of the allegedly infringing work; (c) a written statement that you have a good faith belief that the disputed use is not authorized by the owner, its agent or the law; (d) your name and contact information, including telephone number and email address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.
THE SOFTWARE AND ALL SOFTWARE DATA IS PROVIDED "AS IS," WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND. PODR EXPRESSLY DISCLAIMS A