Effective Date: January 10, 2016.
PLEASE READ THIS AGREEMENT CAREFULLY. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SERVICE, SUCH AS YOUR GRANTS AND WAIVERS OF RIGHTS, THE LIMITATIONS OF OUR LIABILITY, YOUR INDEMNITY OF US, AND OUR ARBITRATION OF CERTAIN DISPUTES.
Introduction and Overview
You should read these entire Terms; but here is a partial list of some of the terms that we want to bring to your initial attention. Click on section references for details, which terms and not summaries govern. Capitalized terms have the meanings given to them where defined in these Terms.
Each time you use the Service, the Terms, and any applicable Additional Terms (defined below), then posted apply (subject to Section 15), so you should check back each time you return for any updates.
Click here for a summary of each section of these Terms. You may click on the topic heading or the "More" button for full details.
You may only use the Content (defined below) on the Service in connection with your permitted activities on the Service and not in an offline environment or in connection with another site or service. (Section 1 and Section 3). You grant us a broad license to content you submit or post. (Section 2)
As permitted by law, many types of disputes that may arise in connection with your access to and use of the Service are subject to mandatory arbitration - which includes your waiver of a right to a jury trial and to class action relief. (Section 11)
We are providing the Service to you on an "as-is" basis, without any warranty of any kind, and our liability to you in connection with your use of the Service is very limited. Many other limitations and disclaimers relate to your use of the Service. (Section 12 and Section 13)
If You Want to Use This Service,
then carefully read these entire Terms (including all links to details), as they constitute a written agreement between you and us and they affect your legal rights and obligations. The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms. If you are under the age of majority in your jurisdiction of residence, you may use the Service only with involvement of a parent or guardian who agrees to these Terms and to be responsible for your use.
Each time you access and/or use the Service (other than to simply read these Terms), you agree to be bound by and comply with these Terms and any applicable Additional Terms then posted (subject to Section 15). Therefore, do not use the Service if you do not agree. The business realities associated with operating the Service are such that, without the conditions that are set forth in these Terms - such as your grants and waivers of rights, the limitations on our liability, your indemnity of us, and our arbitration of certain disputes - we would not make the Service available to you.
These Terms are posted in interactive format to ease your review, especially using smart phones and other devices with small screens. It is important that you read and understand these entire Terms before using the Service. Each section below includes a brief introductory summary and a link to the full explanation. Please note that the complete provisions, and not the headings or summaries shall govern. You can click on the headings and "More" buttons to be taken to the full explanation.
We only grant you a limited revocable license to use the Service for your own non-commercial use subject to rules and limitations. More
You grant us a broad license, which we may sublicense, to the content you submit, including your Profile, which you represent you have the right to allow us to use. You, however, retain ownership of and responsibility for, your content. Use of our Service is subject to community usage rules and we have the right to manage our Service to keep its content appropriate. More
Your use of our Service is subject to various restrictions designed to protect the Service and our users. We may change or discontinue our Service in whole or in part. More
You may have the opportunity to open, revise and close your Accounts and setup and change Profiles, subject to certain rules. We may offer you the ability to make choices regarding how and to whom some aspects of your Account and Profile are used and seen, but these may not be completely effective. The Service may include a social network and your activities (including social action, interaction with advertisers and media consumption) on the Service may be shared with others both on and off the Service (e.g. John listened to this podcast, Jane is a fan of Acme Corp., etc.). More
Users may not post content they do not own or control, and may be suspended or terminated if they do so. Copyright owners may give us notice of infringement as detailed in this section, and we will respond in accordance with applicable law. More
You can also give notice of trademark and other infringements that you think occur on the Service. More
Click here to contact us for customer service or questions. You agree we may provide you notices, including of new terms and conditions, by posting notice on the home page or by other reasonable means, such as to the email you provided. More
You may link to our Service, subject to some basic requirements. More
We are not responsible for third parties or their content, advertisement(s), apps or sites. For instance, portions of the Service may be integrated into third-party sites, platforms and apps that we do not control. Similarly, we may make ads and third-party content or services, which we also may not control, available to you on or via our Service. This may include the ability to register or sign in to our Services using Facebook Connect or other third party tools, and to post content on third party sites and services using their plug-ins made available on our Services. Use caution when dealing with third parties. More
Wireless carrier charges may apply to use of the Service via wireless networks, for which you will be responsible. Our Services may include location-based features that use geo-location tools to identify where you are. More
To the extent not prohibited by applicable laws, you agree to arbitrate most disputes and waive jury trial and class actions. More
We disclaim most warranties and provide the Service "As Is". More
Our liability is greatly limited as more fully explained in this section. More
You waive equitable or injunctive relief. More
These Terms and applicable Additional Terms posted on the Service at each time of use apply to that use, and the Terms may be prospectively updated as our Service evolves. Posting of new Terms on the Service is notice to you thereof. More
You agree to various other terms and conditions, which you should read here, including regarding (a) our control and discretion; (b) the law that governs these Terms; (c) your indemnity of us; (d) accessing the Service from outside of the United States; (e) restriction on the Service for those countries subject to U.S. export controls; (f) enforcement and interpretation of these Terms; (g) communications with us and e-contracting; (h) investigations, cooperation with law enforcement, termination and survival; (i) limit on assignment and delegation of rights and obligations; (j) how waivers may be made; (k) special terms for U.S. government users; (l) CA consumer rights and notices; (m) our access to your Device and your responsibility for your connectivity and our Device access. More
There are some other things you should know if you are accessing or using the Service through an Apple operating system. More
Full Details of Terms of Service
SERVICE CONTENT, OWNERSHIP, LIMITED LICENSE, AND RIGHTS OF OTHERS
Content. The Service contains a variety of: (i) materials and other items relating to Wondery and its products and services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the "look and feel" of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material (including source and object code); (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of Wondery (collectively, "Trademarks"); and (iii) other forms of intellectual property (all of the foregoing, collectively "Content").
Ownership. The Service (including past, present, and future versions) and the Content are owned or controlled by Wondery and our licensors and certain other third parties. All right, title, and interest in and to the Content available via the Service is the property of Wondery or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. Wondery owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Service.
Limited License. Subject to your strict compliance with these Terms and the Additional Terms, Wondery grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download and copy (temporary storage only of web site content and streaming audio files and a single Device download and storage of the mobile app), display, view, use, play the Content on a personal computer, browser, laptop, tablet, mobile phone or other wireless device, or other Internet-enabled device (each, a "Device"), and/or print one copy of the Content (excluding source and object code in raw form or otherwise, and excluding streaming audio files) as it is displayed to you, in each case for your personal, non-commercial use only. The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in Wondery's sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of Content, subject to certain Additional Terms.
Rights of Others. In using the Service, you must respect the intellectual property and other rights of Wondery and others. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. Wondery respects the intellectual property rights of others. If you believe that your work has been infringed by means of an improper posting or distribution of it via the Service, then please see Section 5 and Section 6 below.
Reservation of All Rights Not Granted As To Content and Service. These Terms and any applicable Additional Terms include only narrow, limited grants of rights to Content and to use and access the Service. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by Wondery and its licensors and other third parties. Any unauthorized use of any Content or the Service for any purpose is prohibited.
CONTENT YOU SUBMIT AND COMMUNITY USAGE RULES
General. Wondery may now or in the future offer users of the Service the opportunity to create, build, post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Service, or on or in response to our pages or posts on any third party platforms or in connection with any of our promotions by any media or manner, or otherwise submitted to us (e.g., on our Facebook or other social media pages, in response to our tweets, through a Wondery sweepstakes or contest, or by mail) (collectively, "submit") audio recordings, messages, text, illustrations, files, images, graphics, photos, comments, responses, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, but excluding any Content included therein, "User-Generated Content" or "UGC"). You may potentially be able to submit UGC through your profile, forums, blogs, message boards, social networking environments, content creation tools, gameplay, social communities, contact us tools, email, and other communications functionality. Subject to the rights and license you grant in these Terms, you are responsible for and retain whatever legally cognizable right, title, and interest that you have in your UGC.
In your communications with Wondery, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including, without limitation, ideas, concepts, inventions, or designs for music, websites, apps, books, scripts, screenplays, motion pictures, television shows, theatrical productions, software or otherwise (collectively, "Unsolicited Ideas and Materials"). Any Unsolicited Ideas and Materials you submit are deemed UGC and licensed to us as set forth below. In addition, Wondery retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. Wondery's receipt of your Unsolicited Ideas and Materials is not an admission by Wondery of their novelty, priority, or originality, and it does not impair Wondery's right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.
License to Wondery of Your UGC. Except as otherwise described in any applicable Additional Terms (such as a contest official rules), which specifically govern the submission of your UGC, you hereby grant to Wondery, and you agree to grant to Wondery, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your UGC (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such UGC and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any UGC for any purposes whatsoever, including developing, producing, and marketing products and/or services. You understand that in exercising such rights metadata, notices and content may be removed or altered, including copyright management information, and you consent thereto and represent and warrant you have all necessary authority to do so. In order to further effect the rights and license that you grant to Wondery to your UGC, you also hereby grant to Wondery, and agree to grant to Wondery, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any UGC, and that of any other person depicted in or otherwise included in your UGC, without any obligation or remuneration to you or any other party. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any UGC, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section2.A(iii).
Representations and Warranties Related to Your UGC. Each time you submit any UGC, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside and are the parent or legal guardian, or have all proper consents from the parent or legal guardian, of any minor who is depicted in or contributed to any UGC you submit, and that, as to that UGC, (a) you are the sole author and owner of the intellectual property and other rights to the UGC, or you have a lawful right to submit the UGC and grant Wondery the rights to it that you are granting by these Terms and any Additional Terms, all without any Wondery obligation to obtain consent of any third party and without creating any obligation or liability of Wondery; (b) the UGC is accurate; (c) the UGC does not and, as to Wondery's permitted uses and exploitation set forth in these Terms and any applicable Additional Terms, will not infringe any intellectual property or other right of any third party; and (d) the UGC will not violate these Terms (including the Rules) or any applicable Additional Terms, or cause injury or harm to any person.
Enforcement. Wondery has no obligation to monitor or enforce your intellectual property rights to your UGC, but you grant us the right to protect and enforce our rights to your UGC, including by bringing and controlling actions in your name and on your behalf (at Wondery's cost and expense, to which you hereby consent and irrevocably appoint Wondery as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).
Community Usage Rules. As a user of the Service, these Community Usage Rules ("Rules") are here to help you understand the conduct that is expected of members of the Service's online communities ("Communities").
Nature of Rules. Your participation in the Communities is subject to all of the Terms, including these Rules:
Your UGC. All of your UGC either must be original with you or you must have all necessary rights in it from third parties in order to permit you to comply with these Terms and any applicable Additional Terms. Your UGC should not contain any visible logos, phrases, or trademarks that belong to third parties. Do not use any UGC that belongs to other people and pass it off as your own; this includes any content that you might have found elsewhere on the Internet. If anyone contributes to your UGC or has any rights to your UGC, or if anyone appears or is referred to in the UGC, then you must also have their permission to submit such UGC to Wondery. (For example, if you submit to Wondery an audio recording that includes a third party musical composition as your UGC, then you must obtain the permission to do so from the composition's copyright holder.)
Act Appropriately. All of your Service activities must be venue appropriate, as determined by us. Be respectful of others' opinions and comments so we can continue to build Communities for everyone to enjoy. If you think your UGC might offend someone or be embarrassing to someone, then chances are it probably will and it doesn't belong on the Service. Cursing, harassing, stalking, insulting comments, personal attacks, gossip, and similar actions are prohibited. Your UGC must not threaten, abuse, or harm others, and it must not include any negative comments that are connected to race, national origin, gender, sexual orientation, religion, or physical handicap. Your UGC must not be defamatory, slanderous, indecent, obscene, pornographic, or sexually explicit. Your UGC must not exploit children under the age of 18.
Do Not Use for Commercial or Political Purposes. Your UGC must not advertise or promote a product or service or other commercial activity, or a politician, public servant, or law.
Do Not Use to Solicit or Send Unwanted Communications. Do not harvest or collect email addresses or other contact information of others from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications. Do not solicit personal information from anyone or solicit passwords or personally identifying information for commercial or unlawful purposes. This also includes not uploading, posting, transmitting, sharing or otherwise making available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.
Do Not Use for Inappropriate Purposes. Your UGC must not promote any infringing, illegal, or other similarly inappropriate activity.
Be Honest and Do Not Misrepresent Yourself or Your UGC. Do not impersonate any other person, user, or company, and do not submit UGC that you believe may be false, fraudulent, deceptive, inaccurate, or misleading, or that misrepresents your identity or affiliation with a person or company.
Others Can See. We hope that you will use the Communities to exchange information and content and have venue appropriate discussions with other members. However, please remember that the Communities are public or semi-public and UGC that you submit on the Service within a Community may be accessible and viewable by other users. Do not submit personally identifying information (e.g., first and last name together, password, phone number, address, credit card number, medical information, email address, or other personally identifiable information or contact information) on Community spaces and take care when disclosing this type of information to others.
Don't Share Other People's Personal Information. Your UGC should not reveal another person's address, phone number, email address, social security number, credit card number, medical information, financial information, or any other information that may be used to track, contact, or impersonate that individual, unless, and in the form and by the method, specifically requested by Wondery (e.g., an email address to send an email invite to a friend).
Don't Damage the Service or Anyone's Computers or Other Devices. Your UGC must not submit viruses, Trojan horses, spyware, or any other technologies or malicious code that could impact the operation of the Service or any computer or other Device.
If you submit UGC that Wondery reasonably believes violates these Rules, then we may take any legally available action that we deem appropriate, in our sole discretion. However, we are not obligated to take any action not required by law. We may require, at any time, proof of the permissions referred to above in a form acceptable to us. Failure to provide such proof may lead to, among other things, the UGC in question being removed from the Service.
Your Interactions With Other Users; Disputes. You are solely responsible for your interaction with other users of the Service, whether online or offline. We are not responsible or liable for the conduct or content of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment in your interactions with others (e.g., when you submit any personal or other information) and in all of your other online activities.
Alerting Us of Violations. If you discover any content that violates these Terms, then you may report it to us here. For alleged infringements of intellectual property rights, see Section 5 and Section 6, below.
SERVICE AND CONTENT USE RESTRICTIONS
Service Use Restrictions. You agree that you will not: (i) aside from your purchase of goods or services offered for sale by Wondery or its affiliates, use the Service for any political or commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, and selling products); (ii) use any meta tags or any other "hidden text" utilizing any Trademarks; (iii) engage in any activities through or in connection with the Service that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to Wondery; (iv) to the maximum extent not prohibited by applicable law, reverse engineer, decompile, disassemble, reverse assemble, or modify any Service source or object code or any software or other products, services, or processes accessible through any portion of the Service; (v) engage in any activity that interferes with a user's access to the Service or the proper operation of the Service, or otherwise causes harm to the Service, Wondery, or other users of the Service; (vi) interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service, the Content, or the UGC; (vii) harvest or otherwise collect or store any information (including personally identifiable information about other users of the Service, including email addresses, without the express consent of such users); (viii) attempt to gain unauthorized access to the Service, other computer systems or networks connected to the Service, through password mining or any other means; or (ix) otherwise violate these Terms or any applicable Additional Terms.
Content Use Restrictions. Without limiting the restrictions in Section 1 or in any applicable Additional Terms, you also agree that, in using the Service, you: (i) will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Service by using any robot, rover, "bot", spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) will not frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout); (iii) will keep intact all Trademark, copyright, and other intellectual property notices contained in such Content; (iv) will not use such Content in a manner that suggests an unauthorized association with any of our or our licensors' products, services, or brands; (v) will not make any modifications to such Content; (vi) will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third party or on any third-party application or website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or any applicable Additional Terms or with the prior written consent of an officer of Wondery or, in the case of Content from a licensor, the owner of the Content; and (vii) will not insert any code or product to manipulate such Content in any way that adversely affects any user experience.
Availability of Service and Content. Wondery may immediately suspend or terminate the availability of the Service and Content (and any elements and features of them), in whole or in part, for any reason, in Wondery's sole discretion, and without advance notice or liability.
ACCOUNTS, PROFILES, AND SOCIAL FEATURES
If you register for any feature that requires a password and/or username, then you will select your own password at the time of registration (or we may send you an email notification with a randomly generated initial password) and you agree that: (i) You will not use a username (or email address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity, or is offensive. We may reject the use of any password, username, or email address for any other reason in our sole discretion; (ii) You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it including on your Profile Page, continuously and promptly to keep it accurate, current, and complete; (iii) You are solely responsible for all activities that occur under your account, password, and username - whether or not you authorized the activity; (iv) You are solely responsible for maintaining the confidentiality of your password and for restricting access to your Device so that others may not access any password protected portion of the Service using your name, username, or password; (v) You will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security; and (vi) You will not sell, transfer, or assign your account or any account rights.
We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations.
If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, any applicable Additional Terms, or any applicable law, then we may suspend or terminate your account. We also reserve the more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits - all in our sole discretion, for any reason, and without advance notice or liability.
Profiles. We may offer registered users of the Service a Profile Page. Your Profile Page may not include any form of prohibited UGC, as outlined in Section 2.A above and in our Rules. Without limiting the foregoing, Profile Pages may not include content that you are attempting to sell through the Service, and cannot be used to conduct commercial activities, including, but not limited to, transactions, advertising, fundraising, contests or other promotions absent our prior written consent. We may offer you the ability to set preferences relating to your profile or Service activities, but settings may not become effective immediately or be error free, and options may change from time-to-time. We assume no responsibility or liability for users' Profile material.
Profile Pages may only be set up by an authorized representative of the individual that is the subject of the Profile Page. We do not review Profile Pages to determine if they were created by an appropriate party, and we are not responsible for any unauthorized Profile Pages that may appear on the Service. If there is any dispute as to whether a Profile Page has been created or is being maintained by an authorized representative of the individual who is the subject of that Profile Page, then we shall have the sole right, but are not obligated, to resolve such dispute as we determine is appropriate in our sole discretion. Such resolution may include, without limitation, deleting or disabling access to Profile Pages, or any portion thereof, at any time without notice.
Social Features. The Service may include a social network and your activities (including social action, interaction with advertisers and media consumption) on the Service may be shared with others both on and off the Service (e.g. John listened to this podcast, Jane is a fan of Acme Corp., etc.).
PROCEDURE FOR ALLEGING COPYRIGHT INFRINGEMENT
DMCA Notice. Wondery asks our users to respect the intellectual property rights of others. It is our policy to respond appropriately to clear notices of alleged copyright infringement, as set forth more fully below. In Wondery's sole discretion, Wondery may remove content that may be infringing on another person's intellectual property rights with or without notice to the potential infringer. In accordance with the U.S. Digital Millennium Copyright Act ("DMCA") and other applicable law, Wondery has adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers.
If we remove or disable access in response to a DMCA Notice (as defined below), we will make a good faith attempt to contact the owner or administrator of the affected site or content so that they may make a counter-notification. If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner's) copyright in that work has been infringed by an improper posting or distribution of it via the Service, then you may send us a written notice that includes all of the following:
a legend or subject line that says: "DMCA Copyright Infringement Notice";
a description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL of the Service on which the material appears);
your full name, address, telephone number, and email address;
a statement by you that you have a good faith belief that use of the material in the manner complained of is not