Terms of Service

Last updated August 26, 2020.

Acceptance of the Terms of Service

Welcome to United Podcasters ("UP"). The following terms and conditions apply to your use of UP.audio, including any content, functionality and services offered on or through UP.audio (the "Website").

We want to keep our relationship with you as lean and informal as possible, but please read the Terms of Service carefully before you start to use the site. By using the Website you accept and agree to be bound and abide by these Terms of Service.

Should you disagree with some of the provisions herein, you can either leave the website, or contact us at hello@up.audio.

Changes to the Terms of Service

UP is a work in progress, and we will update these Terms of Service from time to time in our sole discretion. Your continued use of the Website following the publishing of revised Terms of Use means that you accept and agree to the changes.

Definitions

The following defined terms shall apply. All capitalized terms that are not defined herein shall have the meaning set forth in the Terms of Service.

“Collected Data”: data collected by us by either connecting to the Sources on behalf of our users, or accessing uploaded data (for example, manually entered data, uploaded files) provided by our users. Collected Data does not include public data directly available via the Sources.

“Other Podcast Materials” means all content, including without limitation, the art, artwork, images, Podcast Music, text, photographs, videos, marketing materials and other related materials (including metadata) associated with the Podcast that is submitted or provided by or on behalf of the Podcast Creator or Podcast Creator Representative to UP in connection with these Terms of Service.

“Podcast” means a digital file (including, without limitation audio, video, text, etc.) that is made available to users on the Internet for distribution and/or downloading to a computer, portable media player or any other device that is typically available as a series, new installments of which can be received by users or subscribers automatically for distribution and playback in accordance with these Terms of Service.

“Podcast Content” means collectively, the Podcasts and Other Podcast Materials.

“Podcast Creator” or “you” means an individual podcast creator who (a) is acting on his or her own behalf or is authorized to act on behalf of a podcast creator and (b) registers for an UP Account and/or uses the UP service in any way. All references to an “Podcast Creator” or “you” in the Podcast Terms are to be read as including any applicable Podcast Creator Representative.

“Podcast Creator Representative” means a person, company, or other legal entity (such as an agent, lawyer or manager that has full legal authority to represent a Podcast Creator, but is not that Podcast Creator) with regard to any activity undertaken on behalf of that Podcast Creator in connection with the UP Service.

“Source Account Information”: account credentials, such as login and password information, for accessing data from a specific Source (for example, a Podcasts Connect username and password).

“Sources”: online third-party data sites, services and sources, which may include, without limitation, Apple Podcasts Connect and other app stores, as well as podcast hosting, digital distribution, analytics, advertising and monetization platforms.

“UP Connect”: any section of our Services where users maintain Source Account Information and/or access Collected Data (both terms as defined below).

Rights Granted to UP; Use of Collected Data.

By using UP Connect, you expressly authorize us to access and use your Collected Data maintained by the Sources. We will submit your Source Account Information that you provide to us to access to the Sources.

For purposes of these Connect Terms and to provide Collected Data to you as part of UP Connect, you grant us a limited power of attorney, and appoint us as your attorney in-fact and agent, to access Sources, store your Source Account Information and retrieve and use your Collected Data with the full power and authority to do and perform each action necessary in connection with such activities, as you could do in person (including configuring UP Connect so that it is compatible with the Sources for which you submit your information). YOU ACKNOWLEDGE AND AGREE THAT WHEN WE ARE ACCESSING AND RETRIEVING COLLECTED DATA, WE ARE ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF A THIRD PARTY.

NOTWITHSTANDING THE FOREGOING, YOU FURTHER ACKNOWLEDGE AND AGREE THAT WE ARE NOT ACTING AS YOUR AGENT IF WE USE YOUR COLLECTED DATA IN OUR STATISTICAL MODELS.

Except as described herein, your specific set of Collected Data will not be provided to a third party in an identifiable form without your consent, unless we conclude that it is required by law, such as to comply with a subpoena or similar legal process, or when we believe in good faith that disclosure is necessary to protect our rights, implement a change of control transaction, protect your safety or the safety of others, investigate fraud, or respond to a government request.

In addition to the foregoing, you hereby grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable and transferable right to use your Collected Data for internal purposes to operate and improve our Services for you and other customers, and to build and operate new services and products.

A limited number of UP employees (including those of third-party service providers authorized to carry out tasks on our behalf, as described in our Privacy Policy) may log in to UP Connect on your account in order to maintain the Services.

Upon your request, we will delete your account and associated account information (such as your contact details, email addresses and Source Account Information). While we will immediately cease any future collection of your Collected Data upon deletion of your account, any Collected Data that has already been included in the pool of data used by our UP Statistical Model will not be deleted. Additional information on our Deletion practices can be found in our Privacy Policy.

You may voluntarily decide to make your Collected Data available to others, such as advertisers, through a sharing or similar function if provided by us (“Sharing”). The scope of such Sharing, and with whom, is up to you. You agree that you are responsible for and are authorized to perform any such Sharing and that such Sharing shall be outside of the scope of these Connect Terms and our Privacy Policy.

You acknowledge and agree that you have the authorization, or have obtained the authorization, to grant us all the rights required in these Connect Terms and our Privacy Policy, and that you have acted in accordance with your company policies.

License from Podcast Creator

Right to Host and Distribute Podcast Content. Podcast Creator grants to UP all rights necessary to use the Podcast Content in connection with UP, in search results, in the podcasts directory and for generation of mention clips in accordance with these Podcast Terms, including, without limitation, a worldwide, non-exclusive right and license to (a) make copies, transcode, download and store on UP’s servers or servers controlled by UP all such copies of the Podcast Content, including any files that are linked to or referenced by the RSS Feed that is provided by the Podcast Creator and as may be required to distribute the Podcast Content to users as described herein, (b) reproduce and distribute Podcast Content, including via download to a user’s device and as a part of a subscription; (c) encode, transcode, stream, make publicly available, publicly perform and distribute copies of the Podcast Content, including the right to provide continued access to any Podcast Content to any users who previously downloaded a copy of that Podcast Content even if the content has been removed from the RSS Feed, in order to facilitate that user’s permanent ability to access the Podcast Content as authorized by these Podcast Terms; (d) analyze, extract and process content and Metadata from the Podcast Content in order to distribute such content on UP and (e) use the Podcast Content for internal research, development and copyright measures such as content identification.

Reservation of Rights. Except for the license granted in these Podcast Terms, as between UP and Podcast Creator and in accordance with applicable law: (i) Podcast Creator will retain all rights, title and interest to the Podcast Content and (ii) UP will retain all rights, title and interest in and to any UP trademarks, systems, technology, files, data or other information. Except as expressly stated herein, these Terms of Service do not affect any right or defense that either party has under applicable law.

Accessing the Website and Account Security

UP is always under development, meaning that features and services can change frequently. We reserve the right to withdraw or amend, even dramatically, this Website, and any service or material we provide on the Website, in our sole discretion without notice. Also, we will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

To access the Website you will have a user name, password or any other piece of information as part of our security procedures. You must treat such information as confidential, and you must not disclose it to any third party. You agree to immediately notify Company of any unauthorized use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

In the future, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete.

We have the right to disable any user identification code or password, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including, if in our opinion, you have failed to comply with any provision of these Terms of Service.

Information Security for UP Connect

We understand that the use of UP Connect requires sensitive statistical data to be stored on our servers, and that steps must be taken to ensure this data stays private.

While using UP Connect, all data that is transferred between your computer and our servers is encrypted with Secure Socket Layer (SSL) technology.

You are only authorized to use UP Connect to retrieve information that you have lawful rights to access and provide to us, per Section B of these Connect Terms.

Intellectual Property Rights

The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

You are permitted to use the Website for purpose not inconsistent with applicable law or these Terms of Use.

If you use any part of the Website in breach of the Terms of Service, your right to use the Website will cease immediately and you must destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the site is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark and other laws.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Website:

• In any way that violates any applicable federal, state, local and international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• To send, upload, download, use or re-use any material which does not comply with the Content Standards set below.
• To transmit, or procure the sending of, any mass advertising or direct solicitation material other than the legitimate sharing of cases.
• To impersonate or attempt to impersonate the Company or a Company employee, another user, or another person or entity (including, without limitation, the use of e-mail addresses or screen names associated with or confusingly similar to any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.

Additionally, you agree not to:

• Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.
• Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including to monitor or copy any of the material on the Website.
• Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.
• Use any device, software or routine that interferes with the proper working of the Website.
• Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack or otherwise attempt to interfere with the proper working of the Website.

User Contributions and Legal Disclaimer

The Website contains user generated and uploaded images, videos, and content, and also may contain message boards, personal profiles, forums or other interactive features (collectively, "Interactive Services") that allow you to post, submit, publish, display or transmit to other users (hereinafter, "post") content or materials (collectively, "User Content") on or through the Website.

All User Content must comply with the Content Standards set out below.

We claim no intellectual property rights over the User Content or videos added to UP. Your profile and materials uploaded remain yours. However, by setting your pages to be viewed publicly, you agree to allow others to view, comment on, and branch your Content, and you grant us the right to use, copy, distribute and disclose to third parties any such material for any purpose. You represent and warrant that you own or control all rights in and to the User Content and have the right to grant the Company and its affiliates the license granted above.You represent and warrant that all of your User Content do and will comply with these Terms of Service, and you agree to defend, indemnify and hold harmless the Company and its affiliates and licensors for any breach of that representation and warranty.

Any feedback, comments, or suggestions you may provide regarding UP is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

You understand and acknowledge that you are responsible for any User Content you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness. Any content and/or opinions uploaded, expressed or submitted to the Website, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity submitting them and do not necessarily reflect the opinion of the Company. We are not responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of the Website.

Monitoring and Enforcement of User Content; Termination

We have the right to:

• Remove or refuse to post any User Content for any or no reason in our sole discretion.
• Take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion if we believe that such User Content violates the Terms of Service, including the Content Standards, infringes any intellectual property right or other right, threatens the personal safety of users of the Website and the public or could create liability for the Company.
• Disclose user identities when required to do so by applicable law, including in response to a law enforcement request supported by a valid court order.
• Terminate your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Service.

You waive and hold harmless the Company from any claims resulting from any action taken by the Company during or as a result of its investigations and from any actions taken as a consequence of investigations by either the Company or law enforcement authorities.

We do not undertake to review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this paragraph.

Content Standards

These content standards apply to any and all User Content and Interactive Services. User Content must comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Content must not:

• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
• Infringe any patent, trademark, trade secret, copyright or other intellectual property rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Service.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote or assist any unlawful act.
• Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
• Be used to impersonate any person, or to misrepresent your identity or affiliation with any person or organization.
• Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
• Give the impression that they emanate from us or any other person or entity, if this is not the case.

Copyright Infringment

If you believe that any User Content violate your copyright, please email us at hello@up.audio for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers, and we are in the process of setting up a DMCA compliant process for managing cases of infringment.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

Disclaimer of Warranties, Limitations of Liability and Indemnification.

You acknowledge that you have only a limited, non-exclusive, nontransferable license to use the Website.

Your use of UP is at your sole risk. The service is provided on an “as is” and “as available” basis. In particular, you acknowledge that technical support is only provided and only available via email, in English; that we use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Website; that the technical processing and transmission of the service, including User Content, may be transfered unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

We do not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the service will be corrected.

You expressly understand and agree that UP shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if UP has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to the service.

You agree to defend, indemnify and hold harmless the Company, its affiliates and licensors and their respective officers, directors, employees, contractors, agents, licensors and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) resulting from your violation of these Terms of Use or your use of the Website, including, without limitation, any use of the Website's content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website.

Geographic Restrictions

UP is based in the state of California in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Governing Law and Jurisdiction

These Terms of Service and any dispute or claim arising out of, or related to, them, their subject matter or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule.

Any legal suit, action or proceeding arising out of, or related to, these Terms of Service or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of California. You waive any and all objections to the exercise of jurisdiction over you other courts and to venue in such courts.

Waiver and Severability

Our failure to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision.

The Terms of Service constitutes the entire agreement between you and UP and govern your use of the service, superseding any prior agreements (including, but not limited to, any prior versions of the Terms of Service). If any provision of these Terms of Service is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

Feedback

We welcome any comment, question and communication at hello@up.audio.