Terms & Conditions

General Terms and Conditions of Use Agreement
(API Terms and Conditions can be found here)

Effective Date: August 7, 2020

General Terms and Conditions of Use Agreement

Introduction. Welcome to Simplecast. We’ve tried to keep things as clear as possible, but if you have any questions, please email us at help@simplecast.com or legal@simplecast.com. We’re here to help. Audios Ventures, Inc., d/b/a Simplecast (“Simplecast,” “we,” “us,” or “our”) is a podcast syndication and analytics platform (“Platform”) that offers groups or individuals a medium for publishing digital audio and digital content owned and/or created by them. Through our sublicensing and reseller relationship with AdsWizz Inc. ("AdsWizz"), you may also license the AdsWizz podcast monetization tools (the “Ad Platform”, the “AudioMax Platform” and/or “PodScribe”, as defined further below) and the “AdWave Marketplace” (as defined further below), (collectively, “AdsWizz Services") via Simplecast. 

Agreement. These General Terms and Conditions of Use, the Simplecast Privacy Policy, the Simplecast Data Protection Agreement, and the AdsWizz Privacy Policy 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://simplecast.com/terms. If material changes are made, notice will also be provided in other areas of the Services and 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 Simplecast 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 Simplecast customers using Simplecast Professional and Enterprise plans and/or customers who license the AdsWizz Services via Simplecast.  
  • Service” or “Services” means any of the products or services offered through or provided by Simplecast or AdsWizz via Simplecast. The Services may include, but are not limited to, Simplecast Websites, Simplecast RSS feeds, Simplecast audio players, Simplecast Moveable Audio Engine, mobile apps, the Ad Platform, the AudioMax Platform, PodScribe, and/or the AdWave Marketplace.
  • Simplecast 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 Simplecast Website.

Privacy Policy. We will maintain and use your information in accordance with our privacy policy, located at http://simplecast.com/privacy ("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 Simplecast 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@simplecast.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 Simplecast 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 Simplecast ("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. Simplecast 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 Simplecast first provided a Required Communication to you via email, you may request a paper copy of such Required Communication by sending a request to Simplecast, 64 Bleecker Street, Suite 294, New York, NY 10012, Attention: Customer Service (the “Customer Service Address"). Simplecast 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, Simplecast 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 14-day free trial ("Free Trial"). The terms of the Free Trial are as follows, unless stated otherwise at the time you redeem the Free Trial:

  • The Free Trial is for 14-days, starting from the date on which you redeemed the Free Trial offer ("Free Trial Period").
  • You are only allowed to have ONE Free Trial per Account.
  • Once the Free Trial ends, unless you log in and provide your billing information and make a payment sufficient to cover the first month’s fees ("Subscribe"), your Simplecast Website(s) and RSS feeds will be disabled, during which time, visitors to your Simplecast Website(s) and RSS feed will see a message stating that the Website is no longer available.
  • If you do not Subscribe within 90 days following the end of the Free Trial, we will release your Site Link(s) into the public pool of available Site Links for other users to choose from and the Account will be queued for deletion.

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 Authorization
    • Automatic 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 help@simplecast.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 Simplecast 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 Simplecast 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 Professional or Enterprise 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 Simplecast’s or AdsWizz’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. Simplecast reserves the right to deliver refunds at our sole discretion. When you Subscribe, you acknowledge, agree, and accept that:

  • Payments made to Simplecast prior to an Account termination are nonrefundable.
  • An Account terminated due to noncompliance with this Agreement or other Simplecast 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. Simplecast and/or AdsWizz 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) Simplecast and AdsWizz 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) Simplecast and/or AdsWizz 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 Simplecast or AdsWizz; 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 Simplecast and/or AdsWizz.  To the fullest extent permitted by law, Simplecast and AdsWizz disclaim 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 Simplecast 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 Simplecast 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 AdsWizz 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 Simplecast or AdsWizz, 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. Neither Simplecast nor AdsWizz guarantees 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 Simplecast and AdsWizz assume 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 Simplecast or AdsWizz 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. Neither Simplecast nor AdsWizz prescreens or reviews Content in the general course of business. Simplecast 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. 

Simplecast Does Not Advertise Simplecast or Third Parties in Your Content Without Your Express Consent. Unlike some other service providers,Simplecast does not place Simplecast advertisements into your Content, nor does it place the advertisements of the products or services of third-parties paying Simplecast. If you are not using AdsWizz Services, Simplecast does not add any advertisements to your Content without your advance express written permission and Simplecast does not take a revenue share of any advertising you include in your Content. If you have a license for the AdsWizz 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 on your Sales Order.  

Prohibited Conduct. In order to comply with our legal obligations and maintain a functional environment for Simplecast 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 Simplecast Website that contains hyperlinks to content that is prohibited by Simplecast.
  • Use automated means, including spiders, robots, crawlers, or the like to download, extract or otherwise gather data from any Simplecast and/or AdsWizz 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 Simplecast and/ or AdsWizz database, including, without limitation, by incorporating data from any Simplecast and/or AdsWizz 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 Simplecast 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 help@simplecast.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 Simplecast Website address where you can publish your Content. You are solely responsible for all Content published, disseminated or otherwise displayed through your Simplecast Website and Account. We may limit or otherwise restrict the amount of bandwidth, disk space or storage space available to your Account and/or Simplecast Website. You are solely responsible for maintaining backups of any Content you publish to your Simplecast Website and/or store on your Account, and we strongly encourage you to do so.

Simplecast Audio Web Player. The Simplecast Audio Web Player (the “Simplecast  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 Simplecast Audio Web Player, and you may not copy, distribute, publicly display, or publicly perform the Simplecast Audio Web Player except as expressly authorized by this Agreement. You agree not to modify the Simplecast  Audio Web Player in any manner or form, or to use modified versions of the Simplecast Audio Web Playerfor any purposes. You may not use the Simplecast 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 Simplecast, in any way. As with the other Services, the Simplecast 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.

AdsWizz Podcast Monetization Products Available Via Simplecast. Simplecast customers on our Professional or Enterprise plans, may receive a license to use certain AdsWizz podcast monetization products and services by entering into a Sales Order directly with us. The fees for the AdsWizz products and services are as set forth in the Sales Order. Your use of the AdsWizz products and services is subject to the following additional terms:

  • Additional Content Restrictions for use of AdsWizz Services. You may not use the Ad Platform, the AudioMax Platform, the AdWave Marketplace and/or PodScribe (as defined below) (together, the “AdsWizz Products") in connection with any Content containing or promoting illegal activities, hate speech, containing or promoting defamatory materials, discrimination of a protected group (whether based on race, skin color, sex, religion, nationality, disability, sexual orientation, age, or similar category), obscene language, pornography or sexually explicit materials, profanity, obscenity, violence, the use of firearms, content directed to users under 13 years of age or that collects information from users actually known to be under 13 years of age, or that would otherwise reasonably reflect unfavorably upon Simplecast and/or AdsWizz, or the advertisers participating in the AdWave Marketplace, in AdsWizz’s sole discretion. AdsWizz may provide additional Content restrictions from time to time with respect to specific advertisements.   You will work in good faith with AdsWizz to ensure that restrictions are respected regarding specific advertisements.
  • AdsWizz Software License Agreement. Simplecast is a reseller of the AdsWizz Products and is authorized to sub-license the use of the AdsWizz Software to you. The “AdsWizz Software” means: (i) the software development kit, plug-in, javascript, media servers, and/or other software or code that is developed and provided by AdsWizz (including any updates) to you in connection with the use of the AdsWizz Products; and (ii) any other software or code provided by AdsWizz to you for purposes of enabling podcast monetization. Upon execution of a Sales Order, Simplecast will grant to you, during the term set forth in your Sales Order, a limited, non-exclusive, non-transferable (except to a permitted assignee of this Agreement), license to: (i) install and use any AdsWizz Software that AdsWizz may provide on systems owned or controlled by you for the sole purposes of enabling your use of the applicable AdsWizz Product, in accordance with all applicable documentation and other instructions and requirements provided by AdsWizz; and (ii) internally use any written documentation relating to the AdsWizz Software that may be provided by Simplecast or AdsWizz to you (collectively, the “Documentation") for the sole purpose of exercising such license. AdsWizz owns all right, title and interest (including all Intellectual Property Rights) in and to the AdsWizz Products, the AdsWizz Software, the Documentation and any software, technology, materials and information owned by AdsWizz.
  • Restriction on Use of AdsWizz Products. Your use of each of the AdsWizz Products is provided for your benefit only. You shall not permit access to the AdsWizz Products or use of the AdsWizz Products in connection with any web site, mobile property or other online service other than your properties in which you have Inventory. You shall not  attempt to, or assist another person to: (i) copy, distribute, rent, lease, lend, sublicense, transfer or make the AdsWizz Products available to any third party or use the AdsWizz Products on a service bureau basis; (ii) decompile, reverse engineer, or disassemble the AdsWizz Products; (iii) create derivative works based on the AdsWizz Products; and/or(iv) modify, remove, or obscure any copyright, trademark, patent or other notices or legends that appear on the AdsWizz Products or during the use and operation thereof.
  • Suspension of Use of AdsWizz Products. Simplecast or AdsWizz may suspend your access to or use of the AdsWizz Products and/or terminate your right to use any or all of the AdsWizz Products at any time if: (i) in our sole discretion such action is necessary to prevent errors or harm to any Simplecast and/or AdsWizz system or network, or to limit Simplecast’s and/or AdsWizz’s liability; or (ii) if you attempt to access or use the AdsWizz Products in an unauthorized manner, including, without limitation, any attempt to gain access to the accounts of other Simplecast or AdsWizz customers or use the AdsWizz Products in connection with Content that violates the Prohibited Conduct policy.
  • Software Updates. Simplecast or AdsWizz will notify you by email of any software updates to the AdsWizz Software that AdsWizz regards as potentially relevant for you. You may determine in your sole discretion whether to install an update, except that you must install any update that AdsWizz designates as required (a “Required Update") within eight (8) business hours after notification by Simplecast or AdsWizz. AdsWizz will not release more than five (5) Required Updates in any calendar year. AdsWizz is not obligated to develop or make available any software updates.
  • Availability of the AdsWizz Products. Simplecast and AdsWizz are responsible for operating the servers that make the AdsWizz Products available. Simplecast and AdsWizz will use commercially reasonable efforts to maintain availability of the advertisement delivery functionality of the AdsWizz Products (and not the user interface) of at least ninety-nine percent (99.0%), calculated monthly on a per-minute basis and excluding scheduled maintenance and downtime ("Platform Availability"). The Ad Platform may be unavailable from time to time due to: (i) equipment, software or service malfunctions; (ii) maintenance and update procedures or repairs; (iii) errors or unavailability relating to an advertiser; (iv) modifications made by you without validation confirmation; and/or (v) causes beyond the control of Simplecast or AdsWizz, including, without limitation, interruption or failure of telecommunication or digital transmission links, malicious attacks, the unavailability, operation, or inaccessibility of websites or interfaces, network congestion or other failures.   Neither Simplecast nor AdsWizz will be liable for any unavailability caused by any of the foregoing. The AdWave Marketplace servers involved in advertisement trafficking, decisioning, serving, measurement, and reporting may be unavailable from time to time.  Simplecast and AdsWizz make no warranties regarding the uptime or continuous availability of such servers.
  • Integration and Validation Testing. Depending on the AdsWizz Product you obtain a license to use, as set forth in the Sales Order, Simplecast and AdsWizz will assist you in preparing the AdsWizz Software integration (the “Integration") by:  (i) conducting technical need analysis; (ii) developing a proof of concept; (iii) preparing technical architecture documentation; (iv) setting up an ad server instance; (v) configuring AdsWizz Software installation; (vi) connecting to the AdWave Marketplace, if applicable; (vii) setting up test streams; (viii) training you; and (ix) conducting acceptance testing (the “Initial Setup Tasks").  You are responsible for performing the Integration, at your own expense (excluding Initial Set Up tasks and basic technical support in connection with the Integration as determined by AdsWizz). Any other substantive implementation assistance requested by you will be pursuant to a separate professional services agreement and may be subject to separate fees. Once you have notified AdsWizz that your Integration is complete, AdsWizz will conduct validation testing on the Integration in accordance with AdsWizz’s specifications. You agree to provide reasonable cooperation and assistance to AdsWizz in connection with the validation testing. If validation testing is successful, AdsWizz will provide confirmation to you by email. If AdsWizz notifies you that validation testing is not successful, you agree to remediate the Integration in accordance with AdsWizz’s instructions, after which you and AdsWizz will re-perform the foregoing validation process until AdsWizz can provide you a validation confirmation, provided that we may terminate our obligation to provide the AdsWizz Product(s) if validation is not successful after three repetitions of the foregoing process. The foregoing validation process will also be repeated in the event that you make any change to the Content that may affect the Integration. You agree to promptly notify AdsWizz of any such change, otherwise AdsWizz will not be obligated to maintain the Platform Availability for such Content. Validation testing and provision of a validation confirmation solely constitutes confirmation of whether AdsWizz Software has been installed correctly and can communicate with AdsWizz servers in accordance with AdsWizz’s testing methodology. Validation testing and the provision of a validation confirmation does not constitute a representation, warranty or guarantee that the AdsWizz Software will perform correctly in every situation or that your IT infrastructure is adequate for any purpose.
  • End User Notice/Cookies and Beacon Data. Servers owned and operated by third parties may be used in connection with your use of the AdsWizz Products, including as may be required by third party ad buyers and that AdsWizz and such third parties use cookies, beacons and other technologies in connection with the foregoing. Ad buyers and their representatives and service providers may use cookies and beacons for purposes that include tracking advertisement performance, imposing frequency caps and tracking end user interests for the purpose of delivering more relevant advertising. You shall clearly and conspicuously disclose in the privacy policies of each podcast that: (i) advertising technology companies may place and/or recognize cookies and use web beacons and other technologies in order to track the viewing and usage of advertisements, track end user browsing and usage behavior for marketing purposes, determine end user interests and characteristics, and deliver advertising based on those interests and characteristics, and (ii) that users may visit http://www.aboutads.info and http://www.networkadvertising.org (or other industry standard organization as approved by AdsWizz) for more information about such practices, and how to opt-out from the use of such technologies. You shall comply with any laws, rules, regulations, industry self-regulatory efforts or best practices relating to end user privacy and digital advertising.

The AdsWizz Products

  • PodScribe. “PodScribe” automatically converts speech from audio files into transcripts internally and leverages the transcript and audio file to collect, identify and surface in the AdsWizz Products information such as Interactive Advertising Bureau (IAB) categories, core segments, behavioral segments, International Press Telecommunications Council (IPTC) categories, and key word and other information pertaining to advertiser brand safety (the “PodScribe Information"). By signing a Sales Order and obtaining a license to use the AdsWizz Products, you grant to Simplecast and AdsWizz a limited, non-exclusive, non-transferable, license to use the Content in connection with PodScribe: (i) to collect, analyze, extract, process and surface the PodScribe Information from the Content in order to conduct contextual analysis to create segments and enhanced targeting, as described above; (ii) use the results from the PodScribe Information for Simplecast’s and AdsWizz’s internal research, development, and content identification; (iii) disclose the Content and the PodScribe Information to third parties we may use to assist us in making PodScribe available to you; and/or (iv) distribute the PodScribe Information to your ad buyers and AdsWizz’s ad resellers in order to improve the monetization of the podcast ad spots available in your Content (your “Inventory"). 
  • Ad Platform. The “Ad Platform” (also referred to as “Audio Insertion Suite and/or AudioServe) allows for dynamic, direct and targeted insertion of advertisements into your Inventory for seamless playback to end users when your Content is distributed via Simplecast. Advertisements are delivered solely in the manner enabled by AdsWizz and in accordance with all applicable AdsWizz documentation. You may obtain a license to use the Ad Platform by signing a Sales Order with us. AdsWizz reserves the right to modify and update the features and functionality of the Ad Platform from time to time. You are responsible for the acts of any person accessing the Ad Platform using a username and password issued to you by Simplecast or AdsWizz. You shall use the Ad Platform in compliance with all applicable laws, rules and regulations and AdsWizz policies. You may not launch commercial use of the Ad Platform with any Content prior to successfully completing AdsWizz’s testing and validation process. The Ad Platform includes access to the AdsWizz audio analytics and audience measurement tool.
  • AudioMax Platform. The “AudioMax Platform” allows you to manage your Inventory and the insertion of advertisements into your Inventory from various third-party sources (such as DSP’s, agency trading desks, ad marketplaces, ad exchanges, ad networks, and internal sales channels). The AudioMax Platform also allows you to optimize for the highest number of advertisements in your Inventory (the “fill rate”) and the highest value for your Inventory (the amount you are paid for advertisements in your Inventory, typically paid as a rate per thousand impressions (or “CPM”)). The AudioMax Platform also allows you to connect directly to ad buyers utilizing the AudioMax Platform to facilitate ad buys and allocate your Inventory between ad buyers, and allows you and ad buyers to share information including price, category, creatives, tracking pixels to verify attribution or response rates, and other information.  AdsWizz reserves the right to modify and update the features and functionality of the AudioMax Platform from time to time.  You may obtain a license to use the AudioMax Platform by signing a Sales Order with us. The ad buyers to which you can connect on the AudioMax Platform are subject to change from time to time. We can confirm for you upon request if a particular ad buyer is already connected to the AudioMax Platform. In our discretion, we will consider any request by you to enable a connection to an ad buyer that is not currently using the AudioMax Platform. There is no fee or revenue share to AdsWizz for connecting your Direct Sales into the AudioMax Platform. In this context, “Direct Sales” means advertisements you traffic directly into the Inventory via the AdsWizz Ad Platform. There is no additional fee or revenue share to AdsWizz for connecting to the AdWave Marketplace via the AudioMax Platform. The sale of your Inventory in the AdWave Marketplace is governed by the AdWave Marketplace terms set forth below and your Sales Order. For all other ads, AdsWizz receives a percentage of the price paid (the net revenue) for every ad sell/ad buy transaction between you and any connected ad buyer facilitated by the AudioMax Platform. The applicable revenue share is set forth in your Sales Order. All payments for the purchase of ad buys in your Inventory facilitated by the AudioMax Platform must be directed to AdsWizz. AdsWizz will then distribute to you the amounts due after deducting the AdsWizz revenue share payment. If your ad buyer is not already connected to the AudioMax Platform, you shall provide AdsWizz with a billing contact at the ad buyer and cooperate with AdsWizz in enabling payments directed to AdsWizz. Payments will be paid to you from AdsWizz within thirty (30) days following the end of each month and will include net revenue actually received by AdsWizz during such month from the ad buyers connected to the AudioMax Platform for their purchases of the Inventory. All payments will be made in US Dollars. All payments will be based on the same impression, click or other count and CPM used by the applicable connected ad buyer to pay AdsWizz. You may only hold AdsWizz liable for payments solely to the extent that AdsWizz has received the corresponding payments from the connected ad buyer. Payments are contingent on your provision of all tax forms reasonably requested by AdsWizz. You will receive monthly reports regarding the total ad revenue received. You will also have access to real-time reporting within the user interface of the AudioMax Platform that will show the average CPM and the number of impressions delivered for each ad buyer connected to the AudioMax Platform.   The information in the online interface is not final, cannot be relied upon for invoicing purposes, and is subject to reconciliation with third parties. You are responsible for the acts of any person accessing the AudioMax Platform using a username and password issued to you by Simplecast or AdsWizz. You shall use the AudioMax Platform in compliance with all applicable laws, rules and regulations and AdsWizz policies. You may not make commercial use of the AudioMax Platform with any Content prior to successfully completing AdsWizz’s testing and validation process. You are responsible for: (i) purchasing and configuring all hardware, software and services that may be necessary or desirable for your use of the AudioMax Platform; (ii) ensuring that all information entered into the AudioMax Platform regarding your Content, the Inventory and your agreements with the ad buyers is accurate and complete; and (iii) ensuring that your configuration and use of connections with ad buyers is consistent with your contractual obligations.
  • AdWave Marketplace. The “AdWave Marketplace” means AdsWizz’s global audio advertising marketplace, through which you may choose to make some of or all of your Inventory available to ad buyers looking to place audio advertisements in a podcast. You ebay participate in the AdWave Marketplace by signing a Sales Order with us. The AdWave Marketplace is inclusive of the sub-marketplace known as “PodWave.” In order to participate in the AdWave Marketplace, you  grant AdsWizz the non-exclusive right to sell or have sold the Inventory and to cause the insertion of advertisements within the Inventory. Advertisements available to be placed in the inventory available in the AdWave Marketplace, are referred to as “Ad Avails.” The terms of all contracts under which AdsWizz may sell the Inventory to ad buyers for Ad Avails are within the sole discretion of AdsWizz.   However,  AdsWizz will not purport to make promises on your behalf. AdsWizz is not required to deliver any particular number of, or any, advertisements in your Inventory or any number of Ad Avails in the AdWave Marketplace. During the term set forth on your Sales Order, you grant Simplecast and AdsWizz a non-exclusive, royalty-free, worldwide right to reproduce and display logos, trademarks, trade names, images and other similar identifying material relating to you, your Content and the Inventory for use in connection with selling or having sold the Inventory in the AdWave Marketplace. With respect to your trademarks, Simplecast and AdsWizz will comply with any reasonable usage policies that you may provide in writing. You shall designate a point of contact for communications between us regarding Inventory availability and specifications, Ad Avails, the Integration, and your participation in the AdWave Marketplace. For each of your podcasts you make available in the AdWave Marketplace, you shall designate the Inventory available to prospective ad buyers and allow AdsWizz to cause advertisements to be inserted into your Inventory in response to Ad Avails on your behalf, paced evenly throughout the month, through the Ad Platform. You bear the sole responsibility and liability for your Content and Inventory.   It is your sole responsibility to obtain all rights, licenses, consents and permissions required for AdsWizz to receive and respond to Ad Avails and insert advertisements.  Neither Simplecast nor AdsWizz has the right or ability to control or edit the Content or any materials or information related to it. You shall not take or attempt to take, or authorize or encourage any third party to take, any action that could: (i) interfere with, modify, minimize or obscure any advertisement, or to modify or render ineffective any tag, pixel or code that allows AdsWizz or its providers to perform targeting or analytics related to advertisements; (ii) generate fraudulent impressions, clicks or other actions relating to any advertisements, including through repeated manual clicks, the use of robots or other automated tools, or any other method that may lead to artificially high numbers of impressions, clicks, or other actions; (iii) redirect an end user away from any web page accessed by an end user after clicking on any part of an advertisement ("Advertiser Page"), provide a version of the Advertiser Page different from the page an end user would access by going directly to the Advertiser Page, or intersperse any content between the Advertisement and the Advertiser Page; (iv) cause an advertisement to be displayed on any website, mobile property, or online service other than the specific podcast from which the applicable Ad Avail was received; or (v) access any portion of any AdsWizz system or network in an unauthorized manner, including any reporting relating to other AdsWizz inventory partners. You shall display or run all advertisements: (i) with the audio-turned on; and (ii) in connection with Content that is user requested and initiated (no “autoplay” Content). AdsWizz bears the sole responsibility and liability for ensuring that it has all necessary rights, licenses, consents and permissions from the applicable advertiser to run advertisements delivered within the Inventory through the AdWave Marketplace. You will receive monthly reports regarding the total ad revenue received at the beginning of the month following the end of the month in which advertisements were inserted into the Inventory. You will then prepare and issue an invoice to AdsWizz based on the AdsWizz report for the amount you are owed. The amounts due to you will be paid by AdsWizz to you on a monthly basis, with each payment being made 75 days after the receipt of your invoice. All amounts paid are paid in U.S. Dollars. Amounts paid to you will only include payments due to you associated with amounts actually received by AdsWizz from advertisers, provided that no check will be issued for less than $50. Any unpaid amounts owed to you will rollover to the next pay period. All payments are based on the same impression, click or other count used by the applicable advertiser to pay AdsWizz. All payments are based on Ad Avails that are actually fulfilled with an advertisement that is heard by the end user and are made only after AdsWizz receives the corresponding revenue from the advertiser. No amounts will be due to you for advertisements if AdsWizz determines in its sole discretion that you were in breach of this Agreement or the Sales Order in connection with such advertisements or in the event of fraudulent activities by any person or entity. AdsWizz has the right to be repaid, or to debit or offset your account, for any amounts paid to you in connection with any of the foregoing and for any credits provided to advertisers. In addition, AdsWizz will deduct any withholding, sales, value added, or other applicable taxes (other than its net income taxes) that it is required by law to deduct in connection with any amounts owed to you.

Limited License to Your Content, Name, and Likeness. Neither Simplecast nor AdsWizz claim any ownership interest in any Content (including, without limitation, master recordings, artwork and photographs) posted by you on Simplecast and/or AdsWizz, and the copyright to all such Content will remain with its original owner. By posting Content on Simplecast and/or AdsWizz, you warrant and represent that you own the Content or otherwise have the right to grant the license set forth in this section, and that such Content does not violate the rights of any third party. You shall pay all royalties and fees owing to any copyright or other rights holder by reason of any Content you post on Simplecast and/or AdsWizz. You hereby grant Simplecast and/or AdsWizz, as applicable, a limited, non-exclusive, worldwide, royalty-free license to use, reproduce, modify (for example, resizing of photos and/or encoding of audio or video files), transmit, publicly display, publicly perform and distribute any Content posted by you on or through Simplecast and/or AdsWizz. The license will terminate at such time as you remove your Content from Simplecast and/or AdsWizz, as applicable. Additionally, you grant Simplecast and AdsWizz, as applicable, the right to use: (i) your name, likeness, voice, signature, logo, trademark and image (and the right to alter the foregoing), and (ii) the URL, links, and screenshots from the Content in any medium currently known or developed hereafter, including, without limitation, internet, and streaming, only for purposes of providing the Services to you. You also agree that we can use the foregoing in our advertising and promotional materials, including on our website.

Feedback Submissions to Simplecast or AdsWizz. Simplecast and AdsWizz are continually improving their respective Services and developing new features and functionalities. Any information you send to Simplecast or AdsWizz, including, but not limited to, ideas, remarks, suggestions, or prototypes (“Feedback”), will immediately become the exclusive property of Simplecast or AdsWizz, respectively, and each is entitled to use the Feedback without restriction or compensation to the person or party who provided the Feedback. You are not obligated to provide Feedback to us. Under no circumstances will any disclosure of Feedback to Simplecast or AdsWizz be subject to any obligation of confidentiality or expectation of compensation. By sending Feedback, you are waiving any and all rights that you may have in the Feedback and you are representing and warranting to Simplecast and AdsWizz that the Feedback is wholly original with you, that no one else has any rights to the Feedback, and that Simplecast and AdsWizz are free to use or implement the Feedback and any related materials, without obtaining any permission or license from you or any third party. 

Linking to Simplecast; Use of Trademarks. Simplecast hereby grants to you during this Agreement a non-assignable, non-transferable, and non-exclusive license to link to the Simplecast Website, using Simplecast trademarks, subject to the following provisions. Simplecast trademarks may be placed on a Website for the sole purpose of creating a link to Simplecast and allowing users of your site to access the Services on Simplecast. Simplecast trademarks may not be used for any other purpose, including, among other purposes, to suggest sponsorship by, or affiliation with, or endorsement by Simplecast. Simplecast trademarks may only be used in accordance with the Simplecast’s instructions or written permission. Simplecast or AdsWizz trademarks may not be used to disparage Simplecast or AdsWizz, or their products or Services, or in a manner which, in our reasonable judgment, may diminish or otherwise damage our goodwill in the Simplecast or AdsWizz trademarks. You acknowledge that Simplecast and AdsWizz have exclusive rights to their  respective trademarks, and that your use of the Simplecast or AdsWizz trademarks will inure to the benefit of Simplecast or AdsWizz, respectively. If you use Simplecast or AdsWizz trademarks, you must include appropriate attribution, for example: “Simplecast is a registered trademark of Audios Ventures Inc.” Simplecast and AdsWizz reserve the right to revoke this license or to alter its terms from time to time, for any or no reason. Simplecast and AdsWizz reserve the right to take action against any user that does not conform to these provisions. The ability to include links is provided only as a convenience, and the inclusion of any link by any Simplecast or AdsWizz user does not imply any affiliation, endorsement, or adoption by Simplecast or AdsWizz of the linked site or any of the information contained on the site.

Third Party Sales. Simplecast is not in a partnership, joint venture, employer-employee, or franchisor-franchisee relationship with any Merchant accessible through Simplecast and/or the Services, and we do not endorse nor are we able to control or enforce any Content such Merchant may display or otherwise make available via the Services. Further, we will not get involved with any dispute arising between users of the Services, including visitors to the Merchant’s Simplecast Website and the Merchants.

Intellectual Property of Simplecast, AdsWizz and Others. Except as expressly provided herein, nothing within any of the Services or this Agreement will be construed as conferring any license under any of Simplecast or AdsWizz or any third party’s intellectual property rights, whether by estoppel, implication, waiver, or otherwise. Without limiting the generality of the foregoing, you acknowledge and agree that certain Content available through and used to operate Simplecast and AdsWizz and the Services is protected by copyright, trademark, patent, or other proprietary rights of Simplecast and AdsWizz, respectively, and their affiliates, licensors (including, without limitation, artists), and service providers. Except as expressly provided otherwise, you shall not modify, alter, or deface any of the trademarks, service marks, or other intellectual property made available by Simplecast or AdsWizz in connection with the Services. You agree not to hold yourself out as in any way sponsored by, affiliated with, or endorsed by Simplecast or AdsWizz, any of Simplecast’s or AdsWizz’s affiliates, or any other providers whose services are made available through the Services. You agree not to use any of the trademarks or service marks or other Content accessible through Simplecast or AdsWizz for any purpose other than the purpose for which such Content is made available to users by Simplecast or AdsWizz.

Data Security and Data Usage. We implement appropriate technical and organizational measures to maintain the security of Your Data (defined below), and we have physical, electronic, and managerial procedures to help safeguard, and prevent unauthorized access to and use of Your Data. However, neither people nor security systems are foolproof, including encryption systems. Therefore, while we use reasonable efforts to protect your information, we cannot guarantee it will always be 100% secure. You are responsible for the security of your personal information and assessing our security protocols.

Use of Your data. Both Simplecast and AdsWizz offer certain Services that may involve the submission, collection and/or use of personal information about you, the listeners of your Content, or your customers ("Your Data"). Your Data, for the purpose of this Section, excludes any Content.  You hereby authorize and grant to Simplecast and AdsWizz a non-exclusive, sublicensable, revocable, royalty-free right and license during the Term to use, reproduce, modify, transmit and distribute Your Data and to pass Your Data to third party service providers, including, without limitation, measurement and attribution providers, (the “Third Party Service Providers”) for the purposes of enhancing the Services and/or enabling metrics and analytics (the “Third Party Services”) with regards to Your use of the Services. The Third Party Service Providers may also enable tracking tags on Your Content via the Services in connection with the Third Party Services. Simplecast and AdsWizz disclaim all responsibility and shall not be held liable for the Third Party Services provided by the Third Party Service Providers. Simplecast’s Privacy Policy, Simplecast’s Data Processing Addendum ("Simplecast’s DPA"), AdsWizz’s Privacy Policy, and AdsWizz’s Data Processing Addendum, are hereby incorporated by reference and applicable to the Services.

For the purposes of the Simplecast DPA and the Standard Contractual Clauses attached to the Simplecast DPA (when and as applicable), you (and your applicable affiliates) are considered the Data Controller/Data Exporter, and your acceptance of the Terms and Conditions of Use governing the Services at the time of purchase will also be treated as your acknowledgement and acceptance of the Simplecast DPA and its appendices (including the Standard Contractual Clauses and its appendices, as applicable). If you wish to print, sign and return a physical copy of the DPA, please send an email request to legal@simplecast.com.

For purposes of the AdsWizz DPA and the Standard Contractual Clauses attached to the AdsWizz DPA (when and as applicable), you (and your applicable affiliates) are considered the Data Controller/Data Exporter, and your acceptance of the terms of service governing the Services at the time of purchase will also be treated as your acknowledgement and acceptance of the AdsWizz DPA and its appendices (including the Standard Contractual Clauses and its appendices, as applicable). If you wish to print, sign and return a physical copy of the AdsWizz DPA, please send an email request to privacy@adswizz.com.  

European Economic Area and Switzerland. Personal information processed under the Agreement (including the Simplecast DPA and/or AdsWizz DPA, as applicable) may be transferred, stored and processed in the United States or any other country in which Simplecast, AdsWizz, or their respective service providers maintain facilities, and will be handled in accordance with the Privacy Policy and the terms of the Agreement. Where relevant to the Services, we will abide by the requirements of the European Economic Area and Swiss data protection law regarding the collection, use, transfer, retention and other processing of personal data from the European Economic Area and Switzerland. 

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 Simplecast, AdsWizz, or the owner of the mark, as appropriate, is strictly prohibited.

Export Controls. Certain software, and related documentation or technical information available through Simplecast or AdsWizz 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 Simplecast or AdsWizz, 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 Simplecast websites. If you are aware of any violations of this Agreement, please report them to: Simplecast Abuse Manager, 64 Bleecker Street, Suite 294, New York, NY 10012; email: legal@simplecast.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. SIMPLECAST AND ADSWIZZ DISCLAIM ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICES. SIMPLECAST AND ADSWIZZ DISCLAIM 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. SIMPLECAST AND ADSWIZZ SIMILARLY DISCLAIM ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE SERVICES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT SIMPLECAST AND ADSWIZZ DISCLAIM ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY, OR OPERABILITY OR AVAILABILITY OF INFORMATION OR MATERIAL IN THE SERVICES. SIMPLECAST AND ADSWIZZ DISCLAIM ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL.  SIMPLECAST AND ADSWIZZ DISCLAIM 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. SIMPLECAST AND ADSWIZZ MAKE NO WARRANTY REGARDING THE RELIABILITY OR ACCESSIBILITY OF WEBSITE PAGES OR ANY STORAGE FACILITIES OFFERED BY SIMPLECAST OR ADSWIZZ.  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 SIMPLECAST AND/OR ADSWIZZ 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 SIMPLECAST, ADSWIZZ, 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 SIMPLECAST AND/OR ADSWIZZ. 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 SIMPLECAST AND/OR ADSWIZZ.

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 Simplecast, AdsWizz, 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 Simplecast’s and/or AdsWizz’s option) Simplecast and AdsWizz, 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 Simplecast and/or AdsWizz or from any person’s use of any account or password you maintain with Simplecast and/or AdsWizz, regardless of whether such use is authorized by you. By using Simplecast and/or AdsWizz, using the Services, and/or submitting any ideas and/or related materials to Simplecast, you hereby release Simplecast and AdsWizz, and their 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 Simplecast and/or AdsWizz. 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 Simplecast and/or AdsWizz Services, as well as any information regarding planned modifications or updates thereto or future products and services will also constitute Confidential Information of Simplecast and AdsWizz, respectively. 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, Simplecast and/or AdsWizz 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 Simplecast, AdsWizz 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. Neither Simplecast nor AdsWizz makes 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 Simplecast or AdsWizz, 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 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 Simplecast and AdsWizz, 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. Except as set forth herein relating to the AdsWizz Services, 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 Simplecast. 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 compliant notices of alleged copyright infringement that are provided to us in writing regarding content that may be located on or about simplecast.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). Simplecast reserves the right, in its sole discretion, to close any account for which Simplecast 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@simplecast.com

To send via postal mail, send to:

Simplecast ℅ Audios Ventures, Inc.

Attention: DMCA Compliance Officer

64 Bleecker Street

Suite 294

New York, NY 10012

(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:

  1. The physical or electronic signature of complaining party;
  2. 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;
  3. 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);
  4. 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;
  5. 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; and
  6. A 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.

Government Entity Addendum

This addendum ("Addendum") applies only to U.S. Government users of the Services. U.S. Government users of the Services will not have access to the products and services offered by AdsWizz, Inc. via Simplecast.

You, as a U.S. Government entity ("Agency"), are required when entering into agreements with other parties to follow applicable federal laws and regulations, including those related to ethics; privacy and security; accessibility; federal records; limitations on indemnification; fiscal law constraints; advertising and endorsements; freedom of information; and governing law and dispute resolution forum. Audios Ventures, Inc., d/b/a Simplecast ( “Company") and Agency (together, the “Parties") agree to modify the Company’s standard General Terms and Conditions of Use Agreement, available at https://simplecast.com/terms (the “Agreement") to accommodate Agency’s legal status, its public (in contrast to private) mission, and other special circumstances. Accordingly, the Agreement is hereby modified by this Amendment as they pertain to Agency’s use of the Platform and Services.

  1. Government Entity. “You” within the Agreement will mean the Agency itself and will not apply to, nor bind (i) the individual(s) who utilize the Platform or Services on Agency’s behalf, or (ii) any individual users who happen to be employed by, or otherwise associated with, the Agency. Company will look solely to Agency to enforce any violation or breach of the Agreement by such individuals, subject to federal law.
  2. Public Purpose. Agency will use the Platform and Services solely in furtherance of Agency’s public purpose. Any requirement(s) set forth within the Agreement that use of the Platform and Services be for private, personal and/or non-commercial purposes is hereby waived.
  3. Agency Content Serving the Public. Company will allow Agency’s distribution or other publication via the Site or Services of material that may contain or constitute promotions, advertisements or solicitations for goods or services, so long as the material relates to the Agency’s mission.
  4. Advertisements. Company does not currently display advertisements on the Platform or through the Services. If, at a later date, Company decides to include any commercial advertisements or solicitations in the publicly available portion of the Site displaying content uploaded by or under the control of the Agency, the Agency will have the right to immediately terminate this Agreement and its use of the Platform and Services. This exclusion will not extend to house ads, which Company may place in a non-intrusive manner.
  5. Indemnification, Liability, Statute of Limitations. Any provisions in the Agreement related to indemnification and filing deadlines are hereby waived, and will not apply except to the extent expressly authorized by law. Liability for any breach of the Agreement as modified by this Amendment, or any claim arising from the Agreement as modified by this Amendment, will be determined under the Federal Tort Claims Act, or other governing federal authority. Federal Statute of Limitations provisions will apply to any breach or claim. Liability of Company for any breach of the Agreement or this Amendment or any claim arising from the Agreement or this Amendment, will be determined by applicable U.S. Federal law.
  6. Governing Law. Any arbitration, mediation or similar dispute resolution provision in the Agreement is hereby deleted. The Agreement and this Amendment will be governed by and interpreted and enforced in accordance with the laws of the United States of America without reference to conflict of laws. To the extent permitted by federal law, the laws of the State of California will apply in the absence of federal law.
  7. Changes to Standard Agreement. If Company exercises its right to change the Agreement, Company will, whenever practicable, provide notice to subscribers with .gov email addresses alerting them to the change. Company acknowledges that changes to the Agreement may be the basis for Agency’s termination of this agreement and its use of the Platform and Services.
  8. Access and Use. Company acknowledges that the Agency’s use of the Platform and Services may energize significant citizen engagement and otherwise become important to the Agency’s mission. Language in the Agreement allowing Company to terminate service or close the Agency’s account at any time, for any reason, is modified to reflect the Parties' agreement that Company may unilaterally terminate service and/or terminate Agency’s account only for breach of Agency’s obligations under the Agreement or Agency’s material failure to comply with the instructions and guidelines posted on the Simplecast site, or if Company ceases to operate the Simplecast site or Services generally. Company will provide Agency with a reasonable opportunity to cure any breach or failure on Agency’s part.
  9. Ownership of Names. Any provision in the Agreement related to Company’s ownership of and right to change Your selected user name(s), user ID(s), domain name(s), channel name(s), and group name(s), are modified to reasonably accommodate Agency’s proprietary, practical, and/or operational interest in its own publicly-recognized name and the names of Agency programs.
  10. Modifications of Agency Content. Any right Company reserves in the Agreement to modify or adapt Agency content is limited to technical actions necessary to index, format and display that content. The right to modify or adapt does not include the right to substantively edit or otherwise alter the meaning of the content. In the event Agency discovers that Agency content has been modified in a manner that alters the meaning of such content, Agency may contact Company and the Parties will work together in good faith to resolve the matter. In addition, the provision in the Agreement allowing the Company to remove any comment at any time in its sole discretion will not be applied to Agency accounts. Notwithstanding the foregoing, nothing in this Amendment will result in an expansion of Agency’s rights as a United States Government entity under the Copyright Act of 1976 (17 U.S.C. §101 et seq.), specifically including Section 105 of such Act.
  11. Limitation of Liability. The Parties agree that nothing in the Limitation of Liability clause or elsewhere in the Agreement in any way grants Company a waiver from, release of, or limitation of liability pertaining to, any past, current or future violation of federal law.
  12. Uploading; Deleting. The Parties understand and agree that Agency is not obligated to place any user content on the Platform, and Company reserves the right to remove any and all of Agency’s Content at Company’s sole discretion.
  13. No Endorsement. Company agrees that Agency’s seals, trademarks, logos, service marks, trade names, and the fact that Agency has a presence on the Platform and use its Services, will not be used by Company in such a manner as to state or imply that Company’s products or services are endorsed, sponsored or recommended by Agency or by any other element of the Federal Government, or are considered by Agency or the Federal Government to be superior to any other products or services. Except for pages whose design and content is under the control of Agency, or for links to or promotion of such pages, Company agrees not to display any Agency or government seals, trademarks, logos, service marks, and trade names on Company’s homepage or elsewhere on the Platform unless permission to do has been granted by Agency or by other relevant federal government authority. Company may list Agency’s name in a publicly available customer list on its homepage or elsewhere so long as the name is not displayed in a more prominent fashion than that of any other third-party name.
  14. No Business Relationship Created. The Parties are independent entities and nothing in the Agreement as modified by this Amendment creates a partnership, joint venture, agency, or employer/employee relationship.
  15. No-Cost Agreement. Nothing in the Agreement as modified by this Amendment obligates Agency to expend appropriations or incur financial obligations. The Parties acknowledge and agree that none of the obligations arising from the Agreement as modified by this Amendment are contingent upon the payment of fees by one party to the other.
  16. Paid Services and Agency Obligation. The Parties agree this Amendment applies to Agency’s usage of both free and paid Services that Company may provide. The Parties understand that fee-based products and services are categorically different from free products and services, and are subject to federal procurement rules and processes. Before an Agency decides to enter into a premium or enterprise subscription, or any other fee-based service that Company or alternative providers may offer now or in the future, Agency agrees (i) to determine if it has a need for those additional services for a fee; (ii) to consider the subscription’s value in comparison with comparable services available elsewhere; (iii) to determine that Agency funds are available for payment; (iv) to properly use the Government Purchase Card if such Card is used as the payment method; (v) to review any then-applicable Agreement for conformance to federal procurement law; and (vi) in all other respects to follow applicable federal acquisition laws, regulations, and agency guidelines when initiating that separate action.
  17. Assignment. Neither Party may assign its obligations under the Agreement as modified by this Amendment to any third party without prior written consent of the other; provided however, Company or its subsidiaries may assign the Agreement as modified by this Amendment to a subsidiary or parent without written consent from the Agency provided that the successor assumes Company’s obligations under the Agreement as modified by this Amendment.
  18. Termination Rights. Agency may close Agency’s account and terminate this Amendment at any time. Company may close Agency’s account and terminate this Amendment on 30 days’ written notice.
  19. Security. Company will, in good faith, exercise due diligence using commercially reasonable business practices for information security designed to ensure that (i) systems are operated and maintained in a secure manner; and (ii) management, operational and technical controls are employed to ensure security of systems and data.
  20. Intellectual Property Ownership. Except as expressly allowed in the Agreement, no rights to any derivative works, inventions, or Company product modifications are conferred on Agency or any other party. All such rights belong solely to Company.
  21. Precedence; Further Amendments. If there is any conflict between this Amendment and the Agreement, or between this Amendment and other terms, rules or policies on the Platform or related to its Services, this Amendment will prevail. This Amendment constitutes an amendment to the Agreement; any language in the Agreement indicating it may not be modified or that it alone is the entire agreement between the Parties is waived. Any further amendment must be agreed to by both Parties in writing.
  22. Additional Items for Discussion and Possible Future Inclusion. Company understands current federal law, regulation and policy may affect Agency’s use of Company’s products and Services in ways not addressed in the list of clauses above. Among the topics Agency may need to discuss with Company, and which may lead to a mutual agreement to insert additional clauses in this Amendment, are Privacy and Accessibility.

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