Effective Date: August 1, 2021General Terms and Conditions of Service AgreementIntroduction. Welcome to Podpal. We know that “legal speak” can trip a lot of people up, so we’ve tried to keep things as clear as possible, but if you have any questions, please email us at support@podpal.com or legal@podpal.com. We’re here to help. Podpal, Inc (“Podpal,” “we,” “us,” or “our”) is a podcast management, syndication, and analytics platform (“Platform”) that offers groups or individuals a medium for publishing digital audio and video content owned and/or created by them. Agreement. These General Terms and Conditions of Service (Terms of Service), the Podpal Privacy Policy, the Podpal Data Processing Addendum, and any applicable additional terms described below or provided by an applicable website link (collectively, the “Agreement") contain the terms and conditions that apply to all of our Services (as defined below). BY CLICKING THE “I ACCEPT” BOX, YOU INDICATE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT. By entering into this Agreement, you represent and warrant that you have the full right and authority to enter into this Agreement, either on your own behalf, or on behalf of your organization. Unless explicitly stated otherwise, your use of the Services, including any new or updated Services, will be governed by this Agreement (as updated from time to time). We may supplement this Agreement with posted rules and guidelines applicable to specific aspects of the Services, and your use of those Services is further governed by those rules and guidelines. We may also offer or provide services from other providers (such as payment processors) that are governed by the terms and conditions of those providers. You must agree to such terms and conditions in order to access or use those services. We may make changes to this Agreement from time to time. We will provide notice of changes to this Agreement at https://www.podpal.com/terms-of-service. If material changes are made, notice will also be provided by email. YOUR CONTINUED USE OF THE SERVICES FOLLOWING NOTICE OF CHANGES TO THIS AGREEMENT WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES.  No regular practice or method of dealing between us will modify, interpret, supplement or alter in any manner the express terms of this Agreement.Definitions. Defined terms not included below are as defined in the applicable section of the Agreement.“Account“means the account you create in our Platform when you register for our Services and via which you access, manage, and control the Services to which you subscribe.“Content” means information, code, data, text, software, music, sound, photographs, pictures, graphics, video, chat, messages, files, websites, podcasts, audio streams or files, mobile properties, and/or any other materials (including transcriptions of the foregoing), whether publicly posted or privately transmitted, hosted or transmitted via the Services.“Intellectual Property Rights” means all forms of proprietary rights, titles, interests, and ownership relating to patents, copyrights, trademarks, trade dresses, trade secrets, know-how, mask works, droit moral (moral rights), and all similar rights of every type that may exist now or in the future in any jurisdiction, including, without limitation, all applications and registrations therefore and rights to apply for any of the foregoing.“Merchant” means a Podpal user who uses the Services to sell goods or services.“Registration Data” means the information you submit as part of your Account registration and may include, but is not limited to, name, email address, password, and any other information required for Account creation.“Sales Order” means the purchase order, which supplements this Agreement for Podpal customers using Podpal subscription plans of all levels (i.e. Free, Starter, Pro, Agency).  “Service” or “Services” means any of the products or services offered through or provided by Podpal. The Services may include, but are not limited to, Podpal Websites, Podpal RSS feeds, Podpal management services, Podpal audio players, and Podpal mobile apps.“Podpal Website” or “Website” means any user created and managed website or RSS feed that is hosted on or otherwise displayed via our Platform.“Site Link” means the site address you choose in the Account set up. If enabled, a Site Link serves as the URL for a Podpal Website.Privacy Policy. We will maintain and use your information in accordance with our privacy policy, located at https://www.podpal.com/privacy-policy ("Privacy Policy").Restrictions on Use. You may not access or use the Services in a way that violates this Agreement, any supplemental rules or guidelines we may post, the terms and conditions of other providers of services we make available through our Services, or any applicable local, state or federal laws and regulations. You may use the Services only for their intended purpose. We may, at our sole discretion, terminate your access to Podpal and/or to any of the Services for any reason or for no reason at all, without prior notice, or any notice, including your failure to adhere to these restrictions.Age and Geographic Restrictions. The Services may be accessed and used only by individuals 18 years of age or older, or by individuals 13 to 17 years of age with parental/guardian consent. By using the Services, you state that you are the person whose name and other information have been provided for the Account in use. We do not knowingly collect or solicit personal information from children under 13.  If we learn we have collected personal information from a child under 13, we will delete that information. If you believe that a child under 13 may have provided us personal information, please contact us at privacy@podpal.com. Parental/Guardian Consent. In cases where you have consented to and authorized a minor between the ages of 13 to 17 to use the Services, you are fully responsible for the online conduct of the minor, controlling the minor’s access to and use of the Services, the consequences of any misuse by the minor, and any problem caused by the use of the Services or by your child’s viewing any part of our Website.Registration. By registering and providing Registration Data, you state that: (i) the information you are providing is accurate and complete; (ii) your use of the Services will not violate any applicable laws; and (iii) your Account is for your sole use. You may not authorize others to use your Account or your Podpal Website. You are responsible for updating your Registration Data if any portion of it changes or is no longer accurate or complete. If we discover or have reason to suspect that your Registration Data is inaccurate or incomplete, we may suspend or terminate your Account and prohibit your use of the Services.Communications with Users. You hereby consent to receive communications from Podpal ("Communications") via electronic means (as described below). Communications may be necessary to service or maintain your Account or be required by law ("Required Communications"), or Communications may be for informational, promotional, or other reasons. Podpal may provide electronic Communications to you via the email address associated with your Account, by push notification or similar technology, and/or by posting the Communications on the Services. If you have provided your telephone number or postal address in connection with your Account or as part of your Registration Data, we may send you Communications by telephone or by postal mail, though we are not obligated to use these methods to send Communications to you. You may change the contact information associated with your Account by visiting your account information page, or clicking the “Unsubscribe” link at the bottom of the email. For a period of 120 days from the date that Podpal first provided a Required Communication to you via email, you may request a paper copy of such Required Communication by sending a request to Podpal, 9255 Mackinac Drive, Suite A, Alpharetta, GA 30022 Attention: Customer Service (the “Customer Service Address"). Podpal may charge a reasonable fee for providing paper copies. You may, without payment of special fees, withdraw your consent to receive Required Communications via email by sending a notice to the Customer Service Address that identifies your full name, username and postal mailing address. However, if you withdraw such consent, Podpal may terminate your right to use the Services, including, without limitation, by terminating your Account and/or your subscription services.Free Trial Offer. To provide you with an opportunity to try our Services, we offer a Free subscription plan type ("Free Plan"). The terms of the Free Plan are as follows, unless stated otherwise at the time you start using Podpal on the Free Plan:The Free Plan limits the number of podcasts, published episodes, file cloud storage, and podcast collaborators for your account. The Free Plan can be used from the date on which you create an account under the Free Plan to the date on which you upgrade to a higher-level paid plan or exceed the limits of the Free Plan ("Free Plan Period").You are only allowed to have ONE Free Plan per Account.Under the Free Plan you are allowed to use the Services for a single podcast as limited by the Free Plan allowances. Upon exceeding the Free Plan limits, you may be required to upgrade to a Paid Plan to continue using some of all of the Services under the Free Plan. Some premium features may become unavailable. Billing. When you Subscribe, you acknowledge, agree, and accept that:You are responsible for paying the monthly or annual fee(s) associated with your Account on the payment due date, for as long as the Account is open, regardless of whether or not you are logging into the Account or using the Services.All payments must be made in U.S. Dollars.We use Stripe and other payment processing providers and platforms. Your use of any of these providers’ services is subject to your agreement to and continued compliance with the applicable provider’s terms and conditions. We are not liable for the actions or inactions of a payment processor.Where you have given us credit card pre-authorization for recurring charges or, on our Professional or Enterprise plans, charges in connection with metered pricing or plan limit overages, we will automatically charge the credit/debit card or other payment method on file for your Account ("Payment Method") for any and all monies owing on your Account, for as long as the Account is open, regardless of whether or not you are logging into the Account or using the Services.Recurring Billing AuthorizationAutomatic Charges. By providing a Payment Method and agreeing to purchase any Services, you hereby authorize us (or our designee) to automatically charge your Payment Method each month during the term of your subscription ("Subscription Term") for all fees accrued as of that date (if any) in accordance with the applicable Sales Order or subscription terms. The amount billed and charged each month may vary depending on your use of the Services and may include subscription fees for the remainder of your applicable billing period and overage fees for the prior month.Foreign Transaction Fees. For certain credit cards, the card issuer may charge a foreign transaction fee and/or other charges.Invalid Payment. If a payment is not successfully settled due to expiration, insufficient funds, or other failure of your Payment Method, you remain responsible for any amounts not remitted to us and we may, in our discretion, either: (i) invoice you directly for the deficient amount, (ii) continue billing your Payment Method once it has been updated (if applicable), or (iii) terminate this Agreement.Changing Payment Method. At any time, you may change your Payment Method by entering updated information in your account settings. Termination of Recurring Billing. In addition to any termination rights set forth in this Agreement, you may terminate your subscription by sending us notice of non-renewal to support@podpal.com or, if your Subscription Term is on a monthly basis (or if otherwise permitted by us), by terminating in your account settings.  In such case, termination will be effective at the end of your current Subscription Term. As set forth in the Free Trial Offer section, if you do not enter into a paid Subscription Term following a Free Trial, your right to access and use the Services will terminate at the end of the Free Trial Period and your Payment Method will not be charged.Payment of Outstanding Fees. Upon any termination or expiration of the Subscription Term, we will charge your Payment Method (or invoice you directly) for any outstanding fees for your use of the Services during the Subscription Term, after which we will not charge your Payment Method for any additional fees.When you enter or update your Payment Method, a temporary transaction (e.g. $1.00) may appear as debited from the Payment Method. This temporary transaction is a necessary authorization used to verify the Payment Method with your bank or financial institution and should disappear within about three days.If Podpal is unable to collect payment from your Payment Method, for whatever reason, we reserve the right to continue to attempt to collect payment from the Payment Method until such time as payment collection is successful or the related Account is deleted.In no event will Podpal be held responsible or otherwise liable for any fee(s) assessed to you, or any other person or party, by any bank or financial institution as a result of any billing action related to your Account and/or the Services.Any chargeback(s) we receive with respect to any payment(s) collected from the Payment Method on your Account will result in the immediate interruption and/or termination of your Account and all associated Services.You are responsible for updating your Payment Method as necessary.We may change the price of the Services with prior notice to you. Notice of any pricing change will be sent to the email address on file for your Account at least 15 days before the pricing change takes effect. The new fees will apply starting on the next month you are charged, unless you terminate your Account before that time.We may discontinue any discount code at any time without prior notice. No discount code may be redeemed for cash or transferred. All discount codes are applicable for one-time use only.Monthly billing statements are posted to the billing history area of your Account on the day any charge(s) occur. Monthly billing statements are also emailed to the email address on file for your Account on the day any charge(s) occur.You agree to pay interest on any delinquent amount at the rate of the maximum rate allowed by law. We will automatically charge your Payment Method for any and all monies owing on your Account (including interest), for as long as the Account is open, regardless of whether or not you are using the Services. You agree to pay attorneys’ fees and court costs if any amounts due to us are collected by or through an attorney or collections service.If you are on our Pro or Agency plans and have agreed in the Sales Order to charges in connection with metered pricing or plan limit overages, we will invoice you following the end of each calendar month, with each such invoice covering the fees incurred during the preceding month (which will be based on our records). If you have agreed to be charged for such fees via your Payment Method, we will bill the Payment Method upon delivery of the invoice. If we have agreed to a form of payment other than your Payment Method, you agree to pay each invoice within thirty (30) days from the date of the invoice. You agree to pay the amounts due under each invoice without deducting any taxes that may be applicable to such payments. You are responsible for paying any and all withholding, sales, value added or other taxes, duties or charges applicable to this Agreement, other than taxes based on Podpal’s income. In the event you fail to make payment, you will be responsible for all reasonable expenses (including collection agents or reasonable attorneys’ fees) incurred by us in collecting such amounts. You must submit any claims or disputes with respect to any charge to your account in writing to us within 30 days of the receipt of the applicable invoice, otherwise such claim or dispute will be waived, and such charge will be final and not subject to challenge.Refunds. Podpal reserves the right to deliver refunds at our sole discretion. When you Subscribe, you acknowledge, agree, and accept that:Payments made to Podpal prior to an Account termination are nonrefundable.An Account terminated due to noncompliance with this Agreement or other Podpal policies is not eligible for a refund for any of the Services.Refunds will not be given for the time remaining in a billing cycle after account termination.Availability. Subject to the terms and conditions of this Agreement and our other policies and procedures, we will use commercially reasonable efforts to attempt to provide the Services on a 24 hours a day, 7 days a week basis. From time to time the Services may be inaccessible or inoperable for any reason including, but not limited to: (i) equipment or software malfunctions; (ii) periodic maintenance and update procedures, or repairs or replacements that we undertake from time to time; (iii) modifications made by you without our consent; or (iv) or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. We have no control over the availability of the Services on a continuous or uninterrupted basis, and we assume no liability to you or any other person with regard thereto.Taxes. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that we may, in our sole discretion, do any of the foregoing on your behalf or for us as we see fit. We do not believe that the payments due to these Terms of Service are chargeable to any value added tax or any other form of sales tax or duty or other similar tax, whether charged on a federal, state or local basis (collectively, “VAT"). However, if any VAT is applicable to any consideration payable to us, then such VAT will be added to our invoices and paid by you, and to the extent that you are unable to recover such VAT or deduct it as input tax, you will be entitled to deduct such VAT as a deduction against amounts paid.Beta Services. Podpal may offer new Services or new features to existing Services in a pre-release version ("Beta Services"). Your use of any Beta Services is subject to the following terms and conditions: (i) Beta Services are pre-release versions and may not work properly; (ii) your use of the Beta Services may expose you to unusual risks of operational failures; (iii) Beta Services are provided “as-is,” “as available,” and “with all faults,” and we do not recommend using them in production or mission-critical environments; (iv) Podpal may modify, change, or discontinue any aspect of the Beta Services at any time; (v) commercially released versions of Beta Services may change substantially, and programs that use or run with Beta Services may not work with the commercially released versions or subsequent releases; (vi) Podpal may limit the availability of customer service support for Beta Services;  (vii) you agree to provide prompt Feedback (as defined below) regarding your experience with Beta Services in a form reasonably requested by us, including information necessary to enable us to duplicate errors or problems you experience. We may use your feedback for any purpose with no obligation to you, as set forth below in the section titled “Feedback.” You hereby authorize us to publish and attribute to you any comments and/or feedback you provide regarding Beta Services, including, without limitation, in press materials and/or marketing collateral. Any intellectual property inherent in your feedback or arising from your use of Beta Services will be owned exclusively by Podpal; and (viii) all information regarding your use of Beta Services, including your experience with and opinions regarding the Beta Services, is confidential, and may not be disclosed to a third party or used for any purpose other than providing feedback to Podpal.  To the fullest extent permitted by law, Podpal disclaims any and all warranties, statutory, express or implied, with respect to Beta Services including, but not limited to, any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.Your Right to Close Your Account. You may close your Account at any time via your account settings. You also have the option of deleting a single Podpal Podcast instead of closing your entire Account. Our Right to Close your Account. We may close your Account, without prior notice, for any of the following reasons: (i) if you, whether intentionally or unintentionally, breach any provision of this Agreement, any supplemental rules and guidelines, and/or any terms and conditions of other providers of services we make available through the Services; (ii) if we receive notice that you or your company will be or is subject to insolvency proceedings; (iii) if we do not receive a written response from you within 48 hours of any notice sent to you by our Abuse Department; (iv) if we determine that your use of the Service has the potential to pose any harm to us, any of our affiliates, service providers, and/or customers; (v) if your Account becomes past due and is not paid within four weeks of becoming past due; (vi) if a hacked script or otherwise compromised website is discovered on our systems at the Service in use by you; (vii) if an unusual spike in resource usage is detected by our systems resulting in an Account far outstripping the allotted resources; (viii) if you fail to cure any suspension of your Account or any individual Service, to our satisfaction, and within our specified time frame; and/or (ix) if we have received repeated complaints about your Content. If we close your Account for any of the reasons stated above, you will not be eligible for a refund of any fees and you may be prohibited from reopening the Account, opening a new Account, or accessing any existing Account.  We will not be liable, in any way, for closing your Account pursuant to this section of the Agreement.Effects of Account or Service Closure. Upon any closure of your Account or an individual Service, whether by you or us:With respect to the closed Account or Service, this Agreement will terminate (except those provisions that survive as stated below) and all rights granted under this Agreement will cease immediately.All provisions in this Agreement which state that they will survive termination of this Agreement or that impose obligations continuing in their nature will survive termination of this Agreement and will continue to remain in full force and effect even after Account closure. All Content will be queued for deletion. We accept no liability for lost Content or information due to an Account closure. We recommend that you run regular backups of your Content and that you retrieve all Content from the Services before submitting any request to close your Account.All RSS feeds and Site Link(s) associated with your Account will be disabled, and Site Link(s) may immediately be released back into the public pool of Site Links and purchased or registered by another Podpal user.You will immediately lose all access and ability to use the Services associated with the closed Account. You may not access or attempt to access the closed Account and/or the Services associated with that Account.You will be billed for, and we may automatically attempt to collect from your Payment Method, any outstanding amount owed.You agree to indemnify and hold us harmless from and against any and all claims, losses or damages arising from the closure of your Account. Effects of Account or Service Suspension. Upon any suspension of your Account, all Services associated with the Account will be suspended or otherwise made inaccessible until and unless all issues of which we provide notice are addressed and resolved by you, to our satisfaction, and within our specified time frame. During any suspension of your Account or any individual Service, you will not be permitted to: (i) add, upgrade, downgrade or modify any of the Services; (ii) request an emergency restoration; (iii) transfer any Service, including, but not limited to, domain name registrations; and/or (iv) access any of the websites, email accounts or Content associated with the suspended Service or Account. You agree to hold us harmless from and against any and all claims, losses or damages arising from any suspension of your Account or an individual Service.Inactivity. We may suspend or terminate any Account and/or any Podpal Product or Service on an Account if it is inactive for more than 90 days. Your Content.  All Content is the sole responsibility of the person or entity from which such Content originated. This means that you, and not Podpal, are entirely responsible for all Content that you upload, post, email, or otherwise disseminate or transmit via the Services. You represent, warrant and covenant that: (i) you have all of the rights, title, and interest in and to the Content that are necessary for your use of the Content in the Services and the manner in which you are using it; (ii) you will not use the Services in relation to any activity that would violate any law, rule or regulation, including, but not limited to, those relating to privacy or data protection; and (iii) the Content complies in all manners with the Prohibited Conduct policy set forth below. Objectionable or Inaccurate Content. Podpal does not guarantee the accuracy, integrity, legality or quality of Content. The Content provided by users on or through the Services may contain inaccurate, inappropriate, incomplete, untruthful, offensive, indecent, or objectionable material for which Podpal assumes no responsibility. You acknowledge and bear all risk associated with your use or consumption of any Content made accessible through the Services, including any reliance on the accuracy, completeness, or usefulness of such Content. Under no circumstances will Podpal be held liable for any Content, including, but not limited to, any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content. Removal of Content. Podpal does not prescreens or review Content in the general course of business. Podpal may, however, reject, refuse to post, remove, or block access to any Content, at any time and without notice, for any reason or no reason, and without liability. Additionally, we may notify you if we determine that any of your Content is inappropriate or does not comply with this Agreement, any posted policies, or applicable law. Podpal Does Not Advertise Podpal or Third Parties in Your Content Without Your Express Consent. Unlike some other service providers,Podpal does not place Podpal advertisements into your Content, nor does it place the advertisements of the products or services of third-parties paying Podpal. Podpal does not add any advertisements to your Content without your advance express written permission and Podpal does not take a revenue share of any advertising you include in your Content. If you have a license for third-party Advertisement Services, the fees for utilizing those Services (including any applicable revenue share) and the specific terms governing the placement of advertisements in your Content are as set forth by the third-party provider.  Prohibited Conduct. In order to comply with our legal obligations and maintain a functional environment for Podpal users, certain activities are prohibited. When using the Services YOU AGREE NOT TO:Upload, disseminate, distribute, transmit, engage in, link to, or otherwise display Content that contains or promotes material that is unlawful, harmful, threatening, abusive, harassing, obscene, hateful, exploiting the images of children under 18 years of age, disclosing personal information belonging to children under 18 years of age, libelous or defamatory, intentionally false or deceptive, advocating for the discrimination of a protected group (whether based on race, skin color, sex, religion, nationality, disability, sexual orientation, age, or similar category), advocating for any illegal or regulated activity (including trafficking, use, or abuse of controlled substances or weapons), or that is otherwise highly objectionable to a reasonable person.Use another’s podcast as your own.Use someone else’s Content without permission.Upload any unlawfully recorded conversation.Create or maintain a Podpal Website that contains hyperlinks to content that is prohibited by Podpal.Use automated means, including spiders, robots, crawlers, or the like to download, extract or otherwise gather data from any Podpal network or database.Upload, disseminate, distribute, transmit, link to or otherwise display Content that promotes, facilitates or enables the illegal downloading of videos, music and other copyrighted material, or infringes on any Intellectual Property Rights of any third party.Upload, disseminate, transmit, link to or otherwise display Content that contains or causes the downloading of any malicious code that contains or executes any software viruses, worms, Trojan horses, time bombs, logic bombs, keystroke logging, or any other computer codes, files or programs designed to interrupt, destroy, impair or limit the functionality of any computer software, hardware, telecommunications equipment or other device or equipment, or that could otherwise delay, disrupt or damage any software, computers or websites.Upload, disseminate, transmit, link to or otherwise display Content that uses a botnet or other automated or manual means of generating fraudulent clicks or impressions or otherwise promotes or attempts to encourage impression, click or engagement behavior solely for the purpose of increasing advertising revenue.Employ misleading email addresses or falsify information in the header, footer, return path, or any part of any communication, including emails, transmitted through the Services.Transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other user’s use of the Services, including their ability to engage in real time activities through the Services.Use any device, software or routine that interferes with the proper working of the Services.Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer or database connected to the Services.Modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link to, display or in any way exploit any Content from any Podpal database, including, without limitation, by incorporating data from any Podpal database into any email or “white-pages” products or services, whether browser-based, based on proprietary client-site applications, web-based, or otherwise.Use the Services or access the Platform in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries).Impersonate or attempt to impersonate us, our employees, another user, or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which we determine may harm us or other users of the Services or create exposure to liability.Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent.Access the Services after your account or access to it has been terminated.Engage in any other action, inaction, or omission that interferes with our ability to comply with our legal obligations or maintain a functional environment for Podpal users.Account Access. You must enter the email address and password you submitted during Account creation (or subsequently updated) ("Login Credentials") to log in to your Account. You must: (i) take all reasonable precautions to safeguard and maintain the confidentiality of your Login Credentials; (ii) not share your Login Credentials with anyone else; (iii) promptly report to us any unauthorized use of your Login Credentials or the Services of which you become aware; and (iv) ensure that you log out from your Account at the end of each session. If you disclose your Login Credentials, you are responsible for any use, disclosure, additions, deletions and modifications of your information.If you forget the password to your Account, you can request a password reset that will be sent to the email address we have on file for your Account.If you forget or otherwise do not have access to the email address we have on file for your Account, you may contact us at support@podpal.com to request that we manually reset your login credentials. Before we are able to manually reset your login credentials, you will be asked to confirm certain details about your Account. If your response(s) do not match the information we have on record for your Account, we will be unable to provide you access to the Account.Websites. When you register for our Services, you may designate a Site Link which will serve as your Podpal Website address where you can publish your Content. You are solely responsible for all Content published, disseminated or otherwise displayed through your Podpal Website and Account. We may limit or otherwise restrict the amount of bandwidth, disk space or storage space available to your Account and/or Podpal Website. You are solely responsible for maintaining backups of any Content you publish to your Podpal Website and/or store on your Account, and we strongly encourage you to do so.Podpal Audio Web Player. The Podpal Audio Web Player (the “Podpal  Audio Web Player “) is made available to you free of charge subject to the terms of this Agreement. You agree not to attempt to, or assist another person to attempt to, circumvent, tamper with, modify, disassemble, decompile, reverse engineer, derive the source code of, or create derivative works from, the Podpal Audio Web Player, and you may not copy, distribute, publicly display, or publicly perform the Podpal Audio Web Player except as expressly authorized by this Agreement. You agree not to modify the Podpal Audio Web Player in any manner or form, or to use modified versions of the Podpal Audio Web Player for any purposes. You may not use the Podpal Audio Web Playerto engage in or allow others to engage in any illegal activity. You may not claim any sponsorship by, endorsement by, or affiliation with Podpal, in any way. As with the other Services, the Podpal Audio Web Playeris subject to all of the terms of this Agreement. All such music files are subject to copyright and/or other intellectual property protections afforded to the owners of such works. Please be advised that the unauthorized reproduction, distribution, public display, public performance, or creation of derivative works from such works is strictly prohibited.Trademark Notice. All trademarks that appear throughout the Services belong to the respective owners of such marks, and are protected by U.S. and/or international trademark laws where they are registered. Any use of any of the marks appearing throughout the Services without the express written consent of Podpal, or the owner of the mark, as appropriate, is strictly prohibited.Export Controls. Certain software, and related documentation or technical information available through Podpal is subject to applicable laws and regulations of the United States pertaining to export controls. By using such software or related documentation or technical information, you represent and warrant that you are not located in, or under the control of, or a national or resident of any embargoed country or any country on the U.S. Department of Commerce’s Table of Denial Orders. You agree not to export or re-export such software or related documentation or technical information directly or indirectly to any countries that are subject to United States export restrictions.Violations of this Agreement. If you violate this Agreement, any supplemental rules and guidelines, any of the terms and conditions of the respective service providers, or any rights of Podpal, or their affiliates, business contractors, or service providers, we and any other harmed party reserve the right to pursue any and all legal and equitable remedies against you, including, without limitation, terminating any and all user Accounts on any and all of the Podpal websites. If you are aware of any violations of this Agreement, please report them to: Podpal Abuse Manager, 9255 Mackinac Drive, Suite A, Alpharetta, GA 30022; email: legal@podpal.com.Disclaimers of Warranties. OTHER THAN AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS”, WITH NO WARRANTIES WHATSOEVER. ALL IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED. PODPAL DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICES. PODPAL DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICES, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH THE SERVICES OR THROUGH ANY LINKS PROVIDED IN THE SERVICES. PODPAL SIMILARLY DISCLAIMS ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE SERVICES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT PODPAL DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY, OR OPERABILITY OR AVAILABILITY OF INFORMATION OR MATERIAL IN THE SERVICES. PODPAL DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL.  PODPAL DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR MATERIAL THROUGH THE SERVICES, INCLUDING, WITHOUT LIMITATION, FOR HARM CAUSED BY VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. PODPAL MAKE NO WARRANTY REGARDING THE RELIABILITY OR ACCESSIBILITY OF WEBSITE PAGES OR ANY STORAGE FACILITIES OFFERED BY PODPAL.  ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK.   YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH MATERIAL. ALL OF THE FOREGOING ARE TO THE FULLEST EXTENT PERMITTED BY LAW.Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES WILL PODPAL OR THEIR LICENSORS OR SERVICE PROVIDERS BE LIABLE TO ANY USER FOR (1) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, RELIANCE, EXEMPLARY, AND PUNITIVE DAMAGES INCLUDING LOST BUSINESS, REVENUE, OR PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, OR (2) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID FOR THE SERVICES IN THE PRECEDING TWELVE MONTHS. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OR CAUSE OF ACTION AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE (EVEN IF PODPAL AND/OR THEIR LICENSORS OR SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY WILL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SERVICES, FROM INABILITY TO USE THE SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION WILL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICES, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICES. SUCH LIMITATION WILL APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION WILL APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO PODPAL. SUCH LIMITATION WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SUCH LIMITATION WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. SUCH LIMITATION OF LIABILITY WILL ALSO APPLY TO ANY DAMAGE CAUSED BY LOSS OF ACCESS TO, DELETION OF, FAILURE TO STORE, FAILURE TO BACK UP, OR ALTERATION OF WEBSITES OR OTHER CONTENT STORED THROUGHOUT PODPAL.Limitations of Time to File Claims. Regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, or relating to, your use of Podpal, and/ or the Services must be filed within one (1) year after such claim or cause of action arises, or forever be barred.Indemnification. By using the Services, you agree to indemnify, defend and hold harmless (at Podpal’s option) Podpal, and their parent and/or affiliated companies, as well as their respective officers, directors, employees, and licensors, and hold them harmless from and against any and all claims and expenses, including attorney’s fees, arising from Content transmitted via the Services, your use of the Services, or your submission of ideas and/or related materials to Podpal or from any person’s use of any account or password you maintain with Podpal, regardless of whether such use is authorized by you. By using Podpal, using the Services, and/or submitting any ideas and/or related materials to Podpal, you hereby release Podpal, and its parents, subsidiaries, affiliates, officers, directors, employees, and licensors from any and all claims, demands, debts, obligations, damages (actual or consequential), costs, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that you may have against them arising out of or in any way related to such disputes and/or to the Services or to any disputes regarding use of ideas and/or related materials submitted to Podpal. YOU HEREBY WAIVE ALL LAWS THAT MAY LIMIT THE EFFICACY OF SUCH RELEASES. FOR EXAMPLE, YOU SPECIFICALLY AGREE TO WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IS KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”Confidential Information. Each party will keep confidential all information and materials provided by the other party including all non-public information and know-how of the other party disclosed by any party hereunder in writing, orally, or by drawing or other form ("Confidential Information"). All such information disclosed by either party to the other, whether orally, in writing, by inspection or otherwise, will be deemed to be Confidential Information of the disclosing party unless otherwise expressly agreed in writing by the party disclosing such information, provided that such information is marked as “confidential” or bears a similar legend or is information that the receiving party knows, or reasonably should have known, is the Confidential Information of the disclosing party. Furthermore, the features and functionality of the Podpal, as well as any information regarding planned modifications or updates thereto or future products and services will also constitute Confidential Information of Podpal. Each party will keep and instruct its employees and agents to keep Confidential Information confidential by using at least the same care and discretion as used with that party’s own confidential information, but in no case less than a prudent and reasonable standard of care. Neither party will use Confidential Information other than for purposes of performing its obligations hereunder or as authorized by the disclosing party. Information or materials will not constitute Confidential Information if it is (i) in the public domain through no fault of the receiving party; (ii) known to the receiving party prior to the time of disclosure by the disclosing party; (iii) lawfully and rightfully disclosed to the receiving party by a third party on a non-confidential basis; or (iv) developed by the receiving party without reference to Confidential Information. Disclosure of Confidential Information will not be prohibited if such disclosure:  (i) is in response to a valid order of a court ordering such disclosure; provided, however, that the party subject to the court order will first, to the extent legally permitted, have given at least fifteen (15) days, advance written notice to the other party; or (ii) is otherwise required by law. If any party, its employees, or its agents breach or threatens to breach the obligations of these Confidential Information terms, the affected party may seek injunctive relief from a court of competent jurisdiction without the posting of a bond, in addition to its other remedies, as the inadequacy of monetary damages and irreparable harm are acknowledged.Mutual Representations, Warranties and Covenants. Each party represents, warrants, and covenants to the other party that: (i) it has the full power and authority to enter into this Agreement; (ii) the execution of this Agreement and performance of its obligations under this Agreement does not violate any other agreement to which it is a party; and (iii) this Agreement constitutes a legal, valid, and binding obligation when executed and delivered.Construction. This Agreement will be fairly interpreted and construed in accordance with its terms and without strict interpretation or construction in favor of or against either party. Each party has had the opportunity to consult with counsel in the negotiation of this Agreement. Section headings are for reference purposes only, and should not be used for purposes of interpretation.Severability.  If any provision, or portion thereof, of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination will not impair or affect the validity, legality, or enforceability of the remaining provisions of this Agreement, and each provision, or portion thereof, is hereby declared to be separate, severable, and distinct.Force Majeure. Except for payment obligations, Podpal will not be liable to you or any other person, firm or entity for any failure of performance under this Agreement if such failure is due to any cause or causes beyond the reasonable control of Podpal and/or their service providers, including, but not limited to, epidemics, pandemics, strikes, labor disputes, lockouts, or work stoppages, or other labor difficulties, shortages of labor or materials, riots, vandalism, civil disturbances, acts of terrorism, wars, third-party provider outages, cable cuts, power crisis shortages, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, loss of or fluctuations in heat, light, or air conditioning, inclement weather, fires, floods, storms, explosions, and other uncontrollable acts of God or nature, or other similar occurrences; any law, order, regulation, direction, action or request of the United States or foreign government (including state and local governmental agency, department, commission, court, bureau, corporation or other instrumentality of any one or more of said governments) or of any civil or military authority, or national emergencies.Compliance with local laws. Podpal does not make any representation or warranty that the content available on the Services are appropriate in every country or jurisdiction, and access to the Services from countries or jurisdictions where its content is illegal is prohibited. Users who choose to access the Services are responsible for compliance with all local laws, rules and regulations.United State’s Foreign Corrupt Practices Act: Each party will, and will ensure that its affiliates and any third party contractors will, comply with the United States Foreign Corrupt Practices Act (as amended), and any analogous laws or regulations existing in any other country or region, in connection with its performance under this Agreement. Neither party will make any payment, either directly or indirectly, of money or other assets, including, but not limited to, compensation derived from this Agreement, to government or political party officials, officials of international public organizations, candidates for public office, or representatives of other businesses or persons acting on behalf of any of the foregoing, that would constitute a violation of any law, rule or regulation.Entire Agreement; Waiver. This Agreement constitutes the complete, final, exclusive and entire agreement between you and us with respect to the Services and supersedes all prior or contemporaneous understandings and agreements, whether written or oral, with respect thereto. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth herein. You may be subject to additional third-party terms and policies based on your use of the Services. A waiver of any provision of this Agreement will only be valid if provided in writing and will only be applicable to the specific incident and occurrence so waived. The delay in exercising any right of Podpal, the failure to insist upon the strict performance of this Agreement, or the failure or partial failure to exercise any term hereof, will not act as a waiver of any right, promise or term, which will continue in full force and effect. Any single or partial exercise of any right or power hereunder does not preclude further exercise of that or any other right hereunder.In the event of a conflict between this Agreement and any applicable Sales Order or other terms, this Agreement will govern. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect. The headings of sections and paragraphs in this Agreement are for convenience only and will not affect its interpretation.Choice of Laws. This Agreement is governed by (and will be interpreted, construed and enforced in all respects under) the internal substantive laws of the State of California, without respect to its conflict of laws principles and without regard to the actual state or country of incorporation or residence of the parties. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.Assignment and Transfer. You may not transfer or convey this Agreement or any of your obligations hereunder without our prior written consent, except that you may assign your rights and obligations under this Agreement without our consent in connection with any merger (by operation of law or otherwise), consolidation, reorganization, change in control or sale of all or substantially all of your assets or similar transactions. Otherwise, any assignment, transfer or conveyance by you in violation of this Agreement will be of no power or effect. By agreeing to this Agreement, you consent to the storing and processing of your personal information in the United States or in other countries. We use a range of measures to safeguard information, but these countries may have laws that are different from those of your country of residence. We may assign, transfer or convey your personal information in the event of a business transition such as, but not limited to, a merger, sale, asset or stock acquisition of us by another company, or other transaction or proceeding as set out in our Privacy Policy.Third Party Vendors. Some of the Services are offered and/or provided to you through third parties with which we contract.Class Action Waiver. Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity, and each party hereby waives any right to assert consolidated claims with respect to any disputes subject to arbitration under this Agreement or any disputes between the parties. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings.Relationship of the Parties. You, on the one hand, and Podpal, on the other hand, are independent contractors under this Agreement, and nothing in this Agreement will be construed to create a partnership, joint venture, agency, or employment relationship. Neither party pursuant to this Agreement has authority to enter into agreements of any kind on behalf of the other and neither party will be considered the agent of the other. Nothing herein contained will give, or is intended to give, any rights of any kind to any third parties.Termination and Survival. This Agreement will remain in full force and effect for as long as your Account remains open, regardless of whether or not you are logging into the Account or using the Services, unless specifically terminated by Podpal. Any and all provisions in this Agreement which impose obligations continuing in their nature will survive termination or otherwise continue to remain in full force and effect even after termination of this Agreement.Digital Millennium Copyright Act (DMCA) Policy(a) You may not use the Services in any manner that infringes upon any copyright. Such infringement may include, but is not limited to, selling counterfeit goods, unauthorized copying of photographs, books, music, videos, or any other copyright protected work. It is our policy to promptly investigate complaint notices of alleged copyright infringement that are provided to us in writing regarding content that may be located on or about podpal.com and/or the Services. Our response to such notices may include removing or disabling access to the Content or website claimed to be the subject of infringing activity, without prior notice, and without regard to the complaint’s substance (or lack thereof). Podpal reserves the right, in its sole discretion, to close any account for which Podpal receives three or more copyright infringement complaints, without prior notice and without a refund of any fees.(b) Any person or party who wishes to file a claim of copyright infringement regarding content hosted on or otherwise displayed via our Platform may file notice via either email or postal mail. Any person or party who requires assistance filing a claim of copyright infringement should consult a legal professional for assistance. NOTE: Any person who knowingly materially misrepresents that content is infringing, or that it was removed or blocked through mistake or misidentification, may be liable for any resulting damages (including, but not limited to, costs and attorney’s fees) incurred by the alleged infringer, the copyright holder or its licensee, or the service provider.To email, send to legal@podpal.com. To send via postal mail, send to:Podpal, Inc.Attention: DMCA Compliance Officer9255 Mackinac DriveSuite AAlpharetta, GA 30022(c) The DMCA requires very specific language be present in any notice of alleged copyright infringement. As set forth in the DMCA, in order to be effective, a notice of copyright infringement must include all of the following:The physical or electronic signature of complaining party;Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;Identification of the content that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the content (i.e. the specific URLs where the allegedly infringing activity is said to be taking place);Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; andA statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.