The Platform and the Platform Services, as defined below, are provided to you by Acast AB (publ), a company registered in Sweden with company registration number 556946-8498 ("We" or "Acast").
These terms of service (the "Terms") constitute a legally binding agreement between you and Acast, and contains the terms and conditions upon which Acast permits you to access and use the Platform, the Platform Services and all associated information and content therein (collectively referred to herein as the "Services"). The Terms form an integral part of the Podcaster Agreement entered into between you and Acast.
By clicking the checkbox stating that you accept these Terms, you agree to be bound by and comply with the Terms (and any amendments thereto that Acast may publish from time to time). If you accept these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you may not use the Services.
1.1 In these Terms, unless otherwise expressly stated, the following terms shall have the meaning set out below, to be equally applicable to the singular and plural forms of such terms:
means certain programming interfaces, access tokens, HTML scripts, data import tools or other software forming part of the Platform.
means a commercial message having an audio, video and/or display format, or any interactive media format inserted into any Publication by the System or inserted elsewhere as agreed between the Parties.
"Intellectual Property Rights"
means unregistered and registered intellectual property rights of whatsoever nature throughout the world, such as, but not limited to copyrights, designs, domain names, trade names, trademarks, whether registered or earned, and patents, whether pending or approved, and applications and rights to apply for the same.
means the entire platform provided by Acast under these Terms, including, but not limited to, all software related to the Platform Services and the software which enables Publications to be streamed to Acast's mobile application or otherwise for users to access.
shall have the meaning ascribed to it in Section 5.2 .
means any service that Acast in its sole discretion and from time to time decides to make available on the Platform.
"Podcast Audio File"
means the podcast audio file for Publications uploaded to the Platform for distribution to users.
means the agreement entered into by Acast and you, which sets forth the terms and conditions for Acast's hosting and distribution of your Publications, as well as the terms related to the sale of Advertisements and sponsorships for or other monetisation of the Publications, if applicable. In the event of any inconsistency between these Terms and the terms in the Podcaster Agreement, the Podcaster Agreement shall take precedence.
means any and all Publications, related data, metadata, files, audio files, attachments, text, images, advertising and other content that you upload or submit to the Platform.
means the aggregate media content related to the RSS feed(s) used to distribute the Podcast Audio File(s), including but not limited to any interactive media, related to any and all podcast shows controlled by you.
means the Platform and the Platform Services, collectively.
means these Terms of Service, applicable to your use of the Platform and the Platform Services and all associated information and content therein.
means the services described in Section 8 of these Terms.
2. THE SERVICES
2.1 Acast shall make available the Services, as well as all associated information and content therein, as set out in these Terms.
2.2 Acast shall use commercially reasonable efforts to make the Services available 24 hours a day, and 365 days a year, except for scheduled and unscheduled maintenance.
3.1 You need to create an account with Acast to login and access the Platform. Your account is personal to you and may not be transferred to or shared with others. You warrant that all user information provided by you to Acast is true and correct and that, when necessary, you will update your user information so that it remains true and correct at all times.
3.2 You are responsible for keeping your account and login details secure and you are responsible for all activities that are carried out under your account. You should choose a strong, unique password, which you will not disclose to anyone else, or use with any other service. Acast will not be responsible for any losses suffered by you in circumstances where your account is used by someone else, unless this is caused by Acast's negligence.
4. acceptable use of the SERVICES
4.1 You must be at least eighteen (18) years old and/or otherwise be authorized to enter into agreements and accept to be bound by the Terms in order to use the Services.
4.2 Subject to your compliance with the terms and conditions of this Agreement, Acast grants you a limited, personal, non-exclusive, revocable and non-transferable right and license to use the features and functionality of the Services during the term of your agreement with Acast.
4.3 You agree that when using the Services, you will not:
· re-produce, modify, copy, distribute, prepare derivate works of, translate, resell, perform or display to the public, or permit access to the Services by any third party;
· take any actions to artificially alter the streaming and/or download numbers of the Publications as measured by the Platform;
· interfere with the Services or disrupt any other user's access to the Services;
· unless provided for under mandatory law, reverse engineer, disassemble, attempt to gain unauthorized access to the Services, or attempt to discover the underlying source code or structure of the Services;
· submit any content or data that contains mass mailings or any form of spam;
· distribute viruses or any other technologies that may harm Acast or our affiliates or the interests of any other user of the Services, or otherwise interfere with or disrupt our systems;
· use any robot, spider, data scraping or extraction tool or similar mechanism with respect to the Services;
· share account credentials or give others access to your account. In addition to, and without limiting the generality of the foregoing, you may not access the Services for purposes of monitoring its performance, functionality or availability, or for any other competitive purposes; or
· use the Services other than in compliance with applicable laws and regulations.
5. ownership and rights
5.1 Acast is and remains the sole owner of the Platform and the Platform Services, including but not limited to all Intellectual Property Rights related to the Services and all technology, software and code creating links and connections between Podcast Audio Files, interactive media and advertisements, the Acast API, the design, images, information and other content and material on the Platform and in the Platform Services (collectively, the "Acast IP"), including future developments and enhancements. Furthermore, Acast is and remains the sole owner of Acast's trade names, trademarks, logos, copyrights, branding and all components thereof. Acast hereby grants to you a non-exclusive, non-transferable, non-sublicensable, revocable worldwide license for the term to use the Platform and the Acast IP in accordance with these Terms. Acast reserves any and all rights not expressly granted to you. These Terms do not confer upon you any right to, or in respect of, the Platform, the Platform Services or to any technology, software, information or material being part of such services. Acast expressly reserves all Intellectual Property Rights not expressly granted to you hereunder.
5.3 As between you and Acast, all your Podcaster Content is owned and/or controlled by you.
5.4 Unless otherwise expressly agreed by you and Acast, we do not claim any ownership rights to nor any responsibility over your Podcaster Content. You acknowledge and agree that your Podcaster Content remains solely your responsibility. You may not upload, store, distribute, send, transmit, display, perform, make available or otherwise communicate to the public any Podcaster Content to which you do not hold the necessary rights (including rights to any sound recordings and/or musical works, lyrics etc. included in the Podcaster Content). Any unauthorized use of copyright protected material within your Podcaster Content (including by way of reproduction, distribution, modification, adaptation, public display, public performance, making available or otherwise communicating to the public via the Platform), independent of whether it is or becomes unauthorized at a later point, may constitute an infringement of third party rights and is strictly prohibited. Further, you may not upload any Podcaster Content to the Platform which is defamatory, abusive, offensive, threatening, pornographic and/or obscene (unless specifically approved by Acast in writing), or which advocates violence or contains hate speech.
5.5 By uploading Podcaster Content to the Platform, you hereby grant to Acast an exclusive, sub-licensable, irrevocable, fully paid, royalty-free, worldwide license to use, copy, digitally transcode, transmit, modify, publicly perform, display publicly, communicate to the public on a pre-programmed and on-demand basis, promote, market, distribute, and otherwise make your Podcaster Content available to end users and third parties including via download and streaming. In addition, you acknowledge that the foregoing licenses in this Section will extend to the end users of Acast's mobile app and website, and to operators and users of any other websites, apps and/or platforms to which your Podcaster Content has been shared or embedded by Acast including, but not limited to, third party platforms and/or services where Publications and related content are made available.
6. fees and payments
Your use of the Services is subject to the fees and charges set forth in the Podcaster Agreement.
7. Personal information
8. Third party services
9. TERM AND TERMINATION
9.1 Your non-compliance with the Terms may result in: (i) the suspension of your access to the Platform and/or the Platform Services; and/or (ii) the removal of your Podcaster Content and/or Podcaster Data from the Platform; and/or (iii) the termination of your account and your use of the Services. By using the Services, you accept that Acast may, at any time and at its own discretion, close the Platform or parts of the Platform and discontinue the Platform Services or parts thereof.
9.2 You may delete your account in order to terminate your use of the Platform at any time and for any reason. In such case, your rights and obligations under the Terms will also terminate except for such obligations of yours that have arisen as a consequence of your use of the Platform and the Platform Services before the deletion of your account. Please note that the deletion of your account does not affect the validity of the Podcaster Agreement, or your obligations therein and that a deletion of your account does not constitute a termination of the Podcaster Agreement.
9.3 We have no obligation to retain Podcaster Content or Podcaster Data from the Platform at any time after cancellation, termination or expiration of your agreement with Acast. Notwithstanding the foregoing, you acknowledge and agree that Acast will be entitled to use aggregate, non-identifying data both during and beyond the term of your agreement with Acast for analytics, as well as to develop, improve and deliver the Platform and the Platform Services.
9.4 Acast is not obligated to ensure the deletion of any Podcaster Content from any servers or systems operated by third party distributors, or to require that any user of the Platform or any third party distributor deletes any Podcaster Content.
10. changes to the serviceS AND/OR the TERMS
10.1 We reserve the right to modify, correct, develop, improve, or make any other change to, or discontinue (temporarily or permanently), the Platform and/or Platform Services (or any part thereof) without notice, at any time. In the event of a permanent discontinuation of the Platform, we will, unless prohibited by applicable law or stock-exchange rules, inform you hereof no later than thirty (30) days prior to such discontinuation.
10.2 Acast may revise these Terms from time to time at our sole discretion. When there is a new version of the Terms, you will receive notice hereof in the Platform and be prompted to approve the new version of the Terms. If you do not approve the new version of the Terms, you may not continue to use the Services.
11. REPRESENTATIONS AND WARRANTIES
11.1 For each piece of Podcaster Content you submit, you represent and warrant that you have obtained and possess all licenses, rights, consents and permissions necessary to submit the Podcaster Content to the Platform and to grant Acast the rights and licenses set forth herein for Acast's use of the Podcaster Content as contemplated herein. Furthermore, any Podcaster Content made available by you in the Platform does not and will not infringe upon any third party's rights, including any Intellectual Property Rights, privacy rights, or any other proprietary rights.
11.2 You represent and warrant that any materials uploaded to the Platform, including without limitation, any Podcaster Content, does not contain anything that is defamatory, libelous, abusive, offensive, threatening, pornographic and/or obscene (unless specifically approved by Acast in writing), or that violates any confidentiality obligations you have with a third party.
12.1 To the fullest extent legally permissible, the Platform, the Platform Services as well as any material, information and any third party components provided therein are provided on an "as is" and "as available" basis, and Acast disclaim all warranties of any kind, express, implied or statutory, including but not limited to warranties of title or non-infringement or implied warranties of use, merchantability or fitness for a particular purpose.
12.2 We will make reasonable efforts to make sure that the Platform will be available for use 24 hours a day and 365 days a year. However, you acknowledge and agree that from time to time the Platform may be inaccessible, unavailable or inoperable for any reason, including, without limitation: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs which Acast may undertake from time to time; or (c) causes beyond the control of Acast or which are not reasonably foreseeable by Acast. Acast will not be liable and/or responsible for the Platform's failure to be available for any reason whatsoever, including but not limited to internet and network caused outages, outages during which the hardware and software cannot be accessed due to technical or other problems that are not under our control (e.g. force majeure, third party negligence, etc.).
12.3 Acast uses commercially reasonable endeavors to ensure that the usage data for your Publication(s), such as but not limited to number of listens and demographic data, which is provided to you via the Platform, is correct. However, Acast makes no guarantee that such insights data is error-free.
12.4 You should always preserve back-up copies of any Podcast Audio Files, Publications or other content or data that you upload to the Platform. While Acast has established routines for the preservation and protection of content stored on the Platform, we are not responsible for any loss of Podcast Audio Files, Publication or other content or data uploaded by you to the Platform.
12.5 To the maximum extent legally permissible, in no event shall Acast be liable for any damages whatsoever including, but not limited to, direct or indirect damages of any kind (including without limitation, loss of goodwill, profits or data and business interruption) arising hereunder, resulting from or arising out of the Services, your use or inability to use the Services or failure of the Platform and/or the Platform Services to perform as represented or expected. In no event shall Acast total liability hereunder exceed an amount corresponding to the fees paid by you during the twelve (12) months preceding the event giving rise to your claim for compensation hereunder.
12.6 You acknowledge that Acast are not responsible for the accuracy of the content that is uploaded to the Platform and that reliance on such content is expressly at your own risk. Acast accepts no liability for direct or consequential loss arising as a result of the accuracy, timeliness, completeness or usefulness of information available on or through the Platform.
13.1 You will indemnify, defend, and hold harmless Acast and our affiliates, and each of our respective directors, officers, shareholders, employees, and agents, from and against all third-party actions, damages, claims, liabilities, damages, losses, and expenses that: (a) arise from your activities on the Platform or in the Platform Services; (b) any claim that asserts or alleges that any of your Podcaster Content violates any law or infringes upon any third party intellectual property or proprietary right, including any copyright, trademark, patent, or privacy right; or (c) otherwise arising out of any breach or alleged breach of any of your representations, warranties or obligations set forth in these Terms.
14.1 Acast has the right, fully or partly, to transfer our rights and obligations to third parties under these Terms. You have no right to transfer your rights and obligations under these Terms, unless you have Acast's written consent to do so.
14.2 If any part, term or provision of the Terms is held to be illegal or unenforceable, the validity of the remainder of the Terms will not be affected. Any omission of Acast to enforce its rights under the Terms shall not be regarded as a waiver of such rights. It is expressly understood that all provisions regarding limitations of liability and indemnities will remain in full force and effect and shall survive the deletion of your account on the Platform.
15. Governing law and disputes
15.1 Any claim relating to the Platform or the use thereof will be governed by and interpreted in accordance with the laws of Sweden, without reference to its conflict of law principles.
15.2 Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the "SCC"). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Sweden. The language to be used in the arbitral proceedings shall be English.
16. Contact information
16.1 If you have any questions, complaints or comments about Acast or our services then please contact us by email using firstname.lastname@example.org, or in writing, by post, to Acast AB, Kungsgatan 12, 111 35 Stockholm, Sweden.