Podcorn Platform Terms of Use

Last Updated May 16, 2023

The following Podcorn Terms of Use (the “Terms of Use” or “Terms”) govern your access to and use of (1) the Podcorn website located at http://www.podcorn.com (the “Website”), (2) the Podcorn online platform facilitating the matching of persons offering to create promotional podcast content (each, a “Podcaster”) and Brand Advertisers (as defined below), and (3) all other services provided by Podcorn (collectively, the “Services”). These Terms of Use form an agreement between Podcorn Media, LLC, a wholly-owned subsidiary of Audacy, Inc. (“Podcorn”, “Audacy”, “us”, “we”, or “our”) and you. The term “you” refers to the person or entity visiting, browsing or otherwise using our Services, including but not limited to podcasters and advertisers. By accessing and using the Services, you accept and agree to be bound by and comply with these Terms of Use. If you are accessing or using the Services on behalf of another person or a corporate entity, you represent and warrant that you have the authority to bind such person or entity to these Terms of Use.

Below please find a Table of Contents for your ease of reference to the subjects covered by the Terms.

Acceptance of Terms
Changes to these Terms
Use of the Platform; Prohibited Uses
License Grants
Term and Termination
Promotion Agreements with Brand Advertisers
No Employment Relationship
Facilitated Payments Withholding Consent
Off-Platform Agreements Prohibited
Reviews and Comments
Ownership
Copyright & Legal Complaints
Privacy Policy
Disclosure of Material Connections With Brand Advertiser
Third Party Websites
Viruses
Communications Not Confidential
Disclaimer and Limitations of Liability
Indemnification
Governing Law; Venue; Jurisdiction; Dispute Resolution
Entire Agreement, Waiver and Severability

1. Acceptance of Terms

The Services are designed for and targeted to Adults. In order to use and access the Service you must be 18 years of age or older (or whatever the applicable age of majority (legal adulthood) is where you are located). If you are not an adult, please stop and discontinue your use of the Services.

By using the Services, you agree to be legally bound by the Terms. If for any reason you do not agree with all of the terms and conditions contained in the Terms, including our Privacy Policy, which is available at: https://audacyinc.com/privacy-policy/ and incorporated herein by reference, please discontinue using the Services immediately.

Areas of the Services within the proprietary online platform offered by Podcorn and Audacy may be subject to additional terms and conditions, which you should read carefully before making any use of those areas. Any such terms will not vary or replace the Podcorn Terms of Use regarding any use of the Services, unless otherwise expressly stated.

The Podcorn platform is provided solely (the “Permitted Use”) to: (1) assist you in gathering information about the various types of promotion opportunities and brand advertisers available on the our platform (each a “Brand Advertiser”), including profiles, price ranges, and promotion descriptions (each, a “Brand Advertiser Profile”); (2) enable you to post information regarding yourself and to respond to any Promotion opportunities; (3) post reviews of Brand Advertisers; (4) facilitate communication with Brand Advertisers with the objective of entering into a Promotion Agreement; and (5) facilitate the transmission of payments from the Brand Advertiser to you under a Promotion Agreement (all of which are considered Podcorn “Services”).

2. Changes to these Terms of Use and Platform

Except where prohibited by applicable law, Podcorn reserves the right to change these Terms of Use at any time without notice. We encourage you to review the Terms periodically. Your continued access to or use of the Platform after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly.

Podcorn reserves the right to change any information, material or content (including, but not limited to, price, features, availability of Brand Advertisers, Brand Advertiser Profiles, types of promotions, and reviews of promotions and Brand Advertisers) contained on or provided through our platform (the “Content”) at any time, and from time to time, without notice.

3. Use of the Platform; PROHIBITED USES

By using our platform, you give Podcorn permission to present you with various sales opportunities, and from time to time and upon your consent, represent you in such a sales representation relationship.

As a condition of your use of our Services, you warrant that: (a) you have reached the age of majority in your jurisdiction of residence; (b) you possess the legal authority to create a binding legal obligation; (c) you shall use the Services in accordance with these Terms of Use; and (d) all information supplied by you on our platform is true, accurate, current and complete.

Podcorn retains the right, at its sole discretion, to deny access to anyone to the Services, at any time and for any reason, including, but not limited to, for violation of these Terms of Use. You shall cease and desist from any such access or use immediately upon request by Podcorn.

Not all of the Podcasters, promotions and Services are available in all jurisdictions. Furthermore, nothing on our platform or through the use of our Services constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation is prohibited by law.

You will be required to successfully sign up for a user account (the “User Account”) using the available interfaces on our platform and be issued with a username and password login credentials by Podcorn (“User ID”) in order to use the Services and communicate with Brand Advertisers through our platform. If you are issued with a User ID, you shall keep your User ID secure and shall not share your User ID with anyone else, and you shall not collect or harvest any personal data of any other user of Podcorn, including account names. Podcorn reserves the right to disable any User Account issued to you at any time in Podcorn’s sole discretion. If Podcorn disables access to a User Account issued to you, you may be prevented from accessing the Services, your account details or any promotions that are associated with your account.

Prohibited Conduct. You may not access or use, or attempt to access or use, the Services to take any action that could harm us or any third party, interfere with the operation of the Services, or use the Services in a manner that violates any laws. Without limiting any other provision in these Terms, you may not use the Services to do the following or assist others to do the following:

Provide false, inaccurate, or misleading information about the number of listeners, downloads, followers, or other measurement of a podcast’s audience;
Threaten, defame, stalk, abuse, or harass other persons or engage in illegal activities;
Link to the Services from a site or transmit any material that is inappropriate, profane, vulgar, offensive, false, disparaging, defamatory, obscene, illegal, sexually explicit, racist, that promotes violence, racial hatred, or terrorism, or that we deem, in our sole discretion, to be otherwise objectionable;
Frame the Services, display the Services in connection with an unauthorized logo or mark, or do anything that could falsely suggest a relationship between Audacy and any third party or potentially deprive us of revenue (including, without limitation, revenue from advertising, branding, or promotional activities);
Access the Services using any interface other than ours;
Violate any person’s or entity’s legal rights (including, without limitation, intellectual property, privacy, and publicity rights), transmit material that violates or circumvents such rights, or remove or alter intellectual property or other legal notices;
Transmit files that contain viruses, spyware, adware, or other harmful code;
Advertise or promote goods or services without our permission (including, without limitation, by sending spam);
Interfere with others using the Services or otherwise disrupt the Services;
Transmit, collect, or access personally identifiable information about other users without the consent of those users and Audacy;
Engage in unauthorized “spidering”, “scraping,” or harvesting of content, contact or other personal information, or use any other unauthorized automated means to compile information;
Impersonate any person or entity or otherwise misrepresent your affiliation or the origin of materials you transmit;
Defeat any access controls, access any portion of the Services that we have not authorized you to access (including password-protected areas), link to password-protected areas, attempt to access or use another user’s account or information, or allow anyone else to use your account or access credentials;
Use the Services or any promotion or content as part of the Services for sharing, lending or multi-person use, or for the purpose of any other institution, except as specifically permitted in writing by Audacy; or
Create derivative works based on the Services or its content, in whole or in part, or to decompile, disassemble, reverse engineer or other exploit any part of the Services or its content.

You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of content on or through the Services.

4. License Grants

Subject to these Terms of Use, Podcorn grants you a personal, revocable, non-exclusive and non-transferable license during the Term to permit you to access and use the Platform in accordance with these Terms of Use.

Subject to these Terms of Use, you grant to Podcorn a perpetual, transferrable, irrevocable, royalty-free, fully paid-up, worldwide and fully sublicensable license to access, collect, store and use any data, information, records and files that (1) you load, transmit to or enter into the Platform, or (2) we collect from your local computer system or from third-parties with your permission, and (in each case) including all results from processing such data, including compilations, and derivative works thereof solely for the purpose of: (A) providing the Platform, (B) complying with applicable law, and (C) Podcorn’s reasonable audit and data retention policies. In addition, and subject to these Terms of Use, you grant to Podcorn a perpetual, transferable, irrevocable, royalty-free, fully paid-up, worldwide and fully sublicensable license to access, collect, store and use any data or information related to podcast downloads, listenership and impressions, and to disclose such information it to any third parties, including in connection with audience measurement services and other measurement metrics.

5. Term and Termination

We may terminate your access to and use of the Platform, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at support@podcorn.com. Upon any termination, discontinuation or cancellation of your Account or access to the Platform, all provisions of these Terms of Use which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.

6. Promotion Agreements with Brand Advertisers

The Platform permits you to view the Brand Advertiser Profiles of Brand Advertisers who have registered on our Platform and have chosen to allow you to view their Brand Advertiser Profiles. If a Brand Advertiser selects you for a Promotion through the Platform, you may separately enter into an agreement with that Brand Advertiser on such terms and conditions as may be agreed to between you and that Brand Advertiser (“Promotion Agreement”). For example, the Promotion Agreement may contain (a) a description of the services you will provide to the Brand Advertiser, (b) payment terms, and (c) any other terms and conditions as communicated between you and the Brand Advertiser through this Platform or otherwise. You understand that you are performing services for the Brand Advertiser, and not Podcorn, and that Podcorn is not a party to and will be in no way responsible for the performance of either you or the Brand Advertiser under any Promotion Agreement, except for facilitating the transmission of payment from the Brand Advertiser to you on their instructions in accordance with these Terms of Use. You further understand and agree that Promotional Content shall remain publicly accessible through your podcast distribution and/or social media channels (as specified in the Promotion Agreement) for a minimum of six (6) months, or such greater term as specified in the Promotion Agreement. Podcorn does not make any representations or warranties of any kind in respect of a Brand Advertiser or a Promotion Agreement. You also agree to act in good faith when negotiating and performing your obligations under each Promotion Agreement.

7. No Employment Relationship

As a Podcaster making use of our platform, you acknowledge and agree that you and Podcorn are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. These Terms of Use are not an employment agreement and do not create an employment relationship between you and Podcorn. No partnership, agency, joint-venture, or employment relationship can be created between Podcorn and Podcasters through the Platform.

You will take no position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving Podcorn that you are an employee of Podcorn.

You are solely responsible for determining which Promotions you will choose to accept, the manner in which you will perform your obligations under Promotion Agreements, and how, when, where, and how long you will use the Platform.

Podcorn does not restrict your right to provide services through other platforms or to other parties, including competitors of the Podcorn. Podcorn anticipates and expects that Podcasters performing Promotions through the Platform will provide services through other platforms. You acknowledge and represent you can earn income from other sources. Podcorn does not guarantee you any minimum amount of Promotions or that you will derive any minimum amount of income through the Platform.

Podcorn does not assess the performance of Podcasters, and does not oversee the performance of the Promotion Agreements or instruct the Podcaster as to how the Promotion Agreements will be performed.

Podcorn does not pay a salary or hourly rate but rather facilitates payment of the rate set by the Brand Advertiser.

Podcorn does not direct or control Podcasters generally or in their performance under these Terms of Use specifically, including in connection with performance of Promotion Agreements.

Podcorn does not provide training, tools, equipment, benefits, or expense reimbursement to Podcasters.

Podcorn does not dictate the time of performance of the Promotion Agreements, and you retain the option to accept, decline, or ignore Promotions.

Podcorn does not combine its business operations in any way with your business, but instead maintains its operations as separate and distinct.

You are responsible for obtaining and maintaining any required registration, licenses, or other authorization necessary for the services you render.

Without limiting the generality of the foregoing:

Benefits and Contributions. You are not entitled to or eligible for any benefits that Podcorn, its parents, subsidiaries, affiliates or other related entities may make available to their employees, such as group insurance, profit-sharing or retirement benefits. Podcorn will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on your behalf. If, notwithstanding the foregoing, you are classified as an employee of Podcorn, or any affiliate of Podcorn (“Affiliate”), by the U.S. Internal Revenue Service (“IRS”), the U.S. Department of Labor (“DOL”), or any other federal, state or foreign court or agency, you agree that you will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by either the Customer and its parents, subsidiaries, affiliates or related entities or by Podcorn, its parents, subsidiaries, affiliates or other related entities.

Taxes. You are solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from payments to you under these Terms of Use, and you agree to do so in a timely manner. You will comply with all applicable federal, state, local, and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability and other contributions. To the extent required by the IRS, Podcorn will report the payments paid to you under Promotion Agreements by filing Form 1099-MISC with IRS. You consent to electronic delivery of Form 1099-MISC, if such form is required or filed. You agree to indemnify Podcorn for the cost of any tax liabilities incurred by Podcorn as a result of your failure to pay all applicable taxes in a timely manner.

If Podcorn facilitates the transmission of any payments from the Brand Advertiser to you in connection with a Promotion Agreement (each, a “Facilitated Payment”), Podcorn may in its sole discretion withhold from any such Facilitated Payment any amounts that are payable to Podcorn by the applicable Brand Advertiser in connection with that Promotion Agreement. Podcorn is not your trustee or fiduciary in respect of any Facilitated Payments or any Promotion Agreements. Podcorn reserves the right, at its sole discretion, to place a hold on a Facilitated Payment if Podcorn determines that the funds may be subject to a breach of applicable law (e.g. fraud or money laundering), or if Podcorn is required to cooperate with law enforcement.

9. Off-Platform Agreements Prohibited

Neither you nor your agents or affiliates will directly or indirectly enter into an agreement for the creation of any Promotional Content with a Brand Advertiser that you contacted or connected with through the Platform except for Promotion Agreements for which Podcorn will receive a fee as provided for thereunder. Podcorn reserves the right, in its sole discretion, to ban Podcasters that engage in such prohibited agreements. Podcorn will not be responsible and bears no liability for the consequences of any such prohibited agreements.

10. Reviews and Comments

By submitting content to the Platform or Podcorn, including any Brand Advertiser or Promotion reviews, questions, comments, suggestions, ideas or similar information (collectively, “Submissions”), you grant Podcorn and its affiliates, a worldwide, nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to (a) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Submissions throughout the world in any media, now known or hereafter devised; and (b) use the name that you submit in connection with such Submission. You acknowledge that Podcorn may choose, but is not required, to provide attribution of your Submissions (for example, listing your name and city on a Brand Advertiser or Promotion review that you submit) at our discretion, and that such submissions may be shared with Brand Advertisers and others using our Platform. You further grant Podcorn the right to pursue at law any person or entity that violates your or Podcorn’s rights in the Submissions by a breach of these Terms of Use. You acknowledge and agree that Submissions are non-confidential and non-proprietary.

Podcorn takes no responsibility and assumes no liability for any Submissions posted or submitted by you. Podcorn has no obligation to post your Submissions and reserves the right, in its absolute discretion to determine which Submissions are published on the Platform. If you do not agree to these Terms of Use, please do not provide us with any Submissions.

You are fully responsible for your Submissions, specifically including, but not limited to, reviews posted to the Platform. You acknowledge that Podcorn may exercise its rights (e.g. use, publish, delete) to use any Submissions without any notice to you.

11. Ownership

All Content, including (without limitation) all designs, infrastructure graphics, pictures, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos and marks displayed on the Platform, are owned or licensed by Podcorn and are protected by copyright, trade-mark and other intellectual property laws.

Podcorn expressly reserves all rights in the Platform and all materials provided by Podcorn in connection with these Terms of Use that are not specifically granted to you. You acknowledge that all right, title and interest in the Platform, all materials provided by Podcorn in connection with these Terms of Use (including the Content), and any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with Podcorn (or third-party suppliers, if applicable), and that the Platform and all materials provided by Podcorn hereunder are licensed and not “sold” to you.

With respect to the content or other materials you upload through the Platform or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By uploading any user content, you hereby grant and will grant Podcorn and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Service or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed.

12. Copyright & Legal Complaints

Podcorn respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Podcorn of your infringement claim in accordance with the procedure set forth below. If you believe that Content on the Services violates your copyright, please send Us a notice of the violation using the following contact information:

By mail:

DMCA Designated Agent
c/o Legal Department
2400 Market St., 4th Floor
Philadelphia, PA 19103
Attn: Legal Department

By Email: DMCA@Audacy.com

*In order to allow for spam filtering, only email with phrase “Copyright Matter” in the subject line will be read. All other email will be discarded.

Your notice must include:

a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit Us to locate the material;
information reasonably sufficient to permit Us to contact the complaining party;
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
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.

Upon receipt of a notice of claimed infringement that satisfies these requirements (or any statement in conformance with 17 U.S.C. § 512(c)(3)), We will act expeditiously to remove or disable access to any Content that is claimed to be infringing upon the copyright of any person under the laws of the United States and will terminate the access privileges of those who repeatedly infringe on the copyrights of others. United States law imposes substantial penalties for falsely submitting a notice of copyright infringement.

Other Legal Complaints. If you have a legal complaint regarding the Services other than copyright matters, or wish to receive further information regarding Use of the Services, please contact us. You may also submit comments using the postal address below:

Audacy, Inc.
2400 Market St., 4th Floor
Philadelphia, PA 19103
Attn: Legal Department

Your complaint must:

identify the material that is claimed to violate your rights or to be the subject of activity that violates your rights and information reasonably sufficient to permit Us to locate the material;
explain what rights you have and why you believe the material violates your rights; and
provide accurate information that We can Use to contact you.
Please note that the fees and charges for the Services, if any, vary depending upon the Services selected. If you have a complaint regarding the Services, you also may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

Counter-Notice

If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:

your physical or electronic signature;
identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within Central District of California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Podcorn will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

Repeat Infringer Policy

In accordance with the DMCA and other applicable law, Podcorn has adopted a policy of terminating, in appropriate circumstances and at Podcorn’s sole discretion, users who are deemed to be repeat infringers. Podcorn may also at its sole discretion limit access to the Service and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

13. Privacy Policy

Please visit https://audacyinc.com/privacy-policy to review our current Privacy Policy, which contains important information about our practices in collecting, storing, using and disclosing your personal information, and which is hereby incorporated into and forms a part of these Terms of Use. Podcorn is owned by Audacy, Inc. and is operated by its affiliates and/or subsidiaries. This Privacy Policy discloses the information gathering and dissemination practices for any (i) website; (ii) mobile, tablet automotive in-dash, Smart-TV, OTT (over the top), and/or smart speaker application; (iii) email, listener club and/or text distribution list; and (iv) any other online interactive feature or service not known or hereafter devised that provides an authorized link or URL to this Privacy Policy owned, operated and/or offered by Audacy, Inc. and its subsidiaries, which includes the Podcorn Services. For a list of all Audacy Services please visit www.audacyinc.com.

Please note that Brand Advertisers may have additional privacy policies or statements that govern their practices in collecting, storing, using and disclosing your personal information. Podcorn has no control over and takes no responsibility for the privacy policies or statements of Brand Advertisers or other third parties. Please read those additional privacy policies or statements carefully.

14. Disclosure of Material Connections with Brand Advertiser

You are required to follow the Federal Trade Commission’s Endorsement Guides. In the event a Brand Advertiser engages you for a Promotion, you understand and agree that you are required to clearly and conspicuously disclose any material connection between you and the Brand Advertiser. Material connections include, but are not necessarily limited to, the Brand Advertiser providing you with something of value, such as monetary compensation or free use of products or services, in exchange for your participation in a Promotion. In general, disclosures should be:

in clear, conspicuous and unambiguous language; and
provided as close in time as possible to the native ads to which they relate

As a Podcaster, it is your responsibility to understand and abide by the requirements imposed on you by the FTC and to ensure that a clear and conspicuous disclosure is made each and every time you create Promotion Content.

If Podcorn learns of Promotions you create that do not, in our sole discretion, abide by the FTC endorsement disclosure guides, we may require you to add appropriate disclosures, and we may require you to suspend the Promotion until such disclosures are added. Repeated failure to include appropriate disclosures in your Promotions, or your failure to add disclosures upon request by Podcorn, may result in termination of your Account.

15. Third Party Websites

The Platform may provide links to third party websites. Podcorn does not endorse the information contained on those web sites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. The content in any linked web site is not under Podcorn’s control, and if you choose to access any such web site, you do so entirely at your own risk.

16. Viruses

The use of the Services, including the downloading and viewing of content contained on or through the Services is done at your own risk. Podcorn cannot and does not guarantee or warrant that Services are compatible with your computer system or that our Services, or any links accessible through the use of the Services, shall be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Services.

17. Communications Not Confidential

Podcorn does not guarantee the confidentiality of any communications made by you through the Services. Although Podcorn generally adheres to the accepted industry practices in securing the transmission of data to, from and through the Services, you understand, agree and acknowledge that Podcorn cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Services or any promotions.

18. Disclaimer and Limitation of Liability

AUDACY AND PODCORN DO NOT WARRANT: (1) THAT THE SERVICES, ANY OF THE SERVICES’ FUNCTIONS OR ANY CONTENT OR SOFTWARE CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR-FREE; (2) THAT DEFECTS WILL BE CORRECTED; (3) THAT THE SERVICES OR THE SERVERS HOSTING THEM ARE FREE OF VIRUSES OR OTHER HARMFUL CODE; OR (4) THAT THE SERVICES OR INFORMATION AVAILABLE THROUGH THE SERVICES WILL CONTINUE TO BE AVAILABLE. AUDACY AND PODCORN DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE. THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, SOFTWARE, AND FUNCTIONS MADE AVAILABLE ON OR ACCESSED THROUGH OR SENT FROM THE SERVICES, ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” AUDACY AND PODCORN WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, ECONOMIC, PUNITIVE, OR CONSEQUENTIAL DAMAGES) IN CONNECTION WITH THE SERVICES OR YOUR USER SUBMISSIONS OR ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, EVEN IF FORESEEABLE OR EVEN IF AUDACY OR PODCORN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, GROSS NEGLIGENCE, OR OTHERWISE, BUT EXCLUDING WILLFUL MISCONDUCT) UNLESS SPECIFIED IN WRITING. OUR LIABILITY IN CONNECTION WITH THE SERVICES OR YOUR USER SUBMISSIONS WILL NOT EXCEED THE AMOUNT PAID BY YOU TO AUDACY IN THE TWELVE (12) MONTHS PRECEEDING THE CLAIM UNLESS THE CLAIMED DAMAGES ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AUDACY OR PODCORN. YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR RISK. IF YOU ARE DISSATISFIED WITH THE SERVICES OR ANY OF THE CONTENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT IF YOU INCUR ANY DAMAGES THAT ARISE OUT OF AUDACY’S OR PODCORN’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, ARE NOT IRREPARABLE AND ARE NOT SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF RESTRICTING EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, PROGRAM, TELEVISION SHOW, MOTION PICTURE, OR OTHER AUDIO/VISUAL CONTENT OWNED OR CONTROLLED BY AUDACY OR PODCORN, INCLUDING WITHOUT LIMITATION THE SERVICES (INCLUDING THOSE INCORPORATING USER SUBMISSIONS). YOU ACKNOWLEDGE THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE UNKNOWN OR ARE UNSUSPECTED. ACCORDINGLY, YOU AGREE TO WAIVE THE BENEFIT OF ANY LAW, INCLUDING, TO THE EXTENT APPLICABLE, CALIFORNIA CIVIL CODE § 1542, THAT OTHERWISE MIGHT LIMIT YOUR WAIVER OF SUCH CLAIMS. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

PODCASTER AND PROMOTION REVIEWS DISPLAYED ON THE SITE ARE INTENDED AS ONLY GENERAL GUIDELINES, AND PODCORN DOES NOT GUARANTEE THE ACCURACY OF THE REVIEWS. PODCORN MAKES NO GUARANTEES ABOUT THE AVAILABILITY OF SPECIFIC PODCASTERS, PROMOTIONS OR TYPES OF PROMOTIONS.

PODCASTERS MARKETING THEIR SERVICES THROUGH THE SERVICES ARE INDEPENDENT ORGANIZATIONS AND NOT CONTRACTORS, AGENTS OR EMPLOYEES OF PODCORN. PODCORN IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY PODCASTERS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM AND TAKES NO RESPONSIBILITY WHATSOEVER FOR PROMOTIONS CREATED BY PODCASTERS.

Limitations Period. YOU AND PODCORN AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS, THE PODCORN WEBSITE, THE SERVICES OR THE PROMOTIONS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

The limitations above reflect the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose.

19. Indemnification

You will defend, indemnify, and hold harmless Audacy, its parent, subsidiaries, affiliates, and the directors, officers, employees, shareholders, vendors, partners, contractors, agents, licensors or other representatives of each of them and all of their successors and assigns (collectively, the “Audacy Parties”) with respect to all claims, costs (including, without limitation, attorney’s fees and costs), damages, liabilities, and expenses or obligations of any kind, arising out of or in connection with your use or misuse of the Services (including, without limitation, use of your account, whether or not authorized by you, and claims arising from user-generated content or submissions), your violation of any law, statute, ordinance or regulation or the rights of a third party. Audacy retains the right to assume the exclusive defense and control of any claim subject to indemnification, and in such cases, you agree to cooperate with us to defend such claim. You may not settle any claim covered by this Indemnification section of the Terms without Audacy’s prior written approval.

20. Govering Law; Venue; Jurisdiction; Dispute Resolution

Governing Law and Venue. These Terms of Use and all claims arising from or related to your use of the Services will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, except Pennsylvania’s conflict of law rules. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, if applicable. With respect to any disputes or claims not subject to arbitration (as set forth below), you agree to exclusive jurisdiction in the state and federal courts in Philadelphia County, Pennsylvania. Notwithstanding any other provision of these Terms, We may seek injunctive or other equitable relief from any court of competent jurisdiction.

Regardless of any statute or law to the contrary, you must file any claim or action related to use of the Services or these Terms within one year after such claim or action accrued. Otherwise, you will waive the claim or action.

Arbitration Agreement. This Arbitration Agreement is governed by the Federal Arbitration Act (“FAA”). Either party may elect to resolve any controversy or claim arising out of or relating to these Terms or the Services by binding arbitration. Arbitrations shall be conducted by a single arbitrator and administered by JAMS (“JAMS”) pursuant to the code of procedures in effect at the time the arbitration is initiated (the “JAMS Rules”). A current copy of the JAMS Rules may be found at https://www.jamsadr.com. Unless We establish a different location, arbitration hearings will be held in Philadelphia County, Pennsylvania. The arbitrator’s award will be binding and may be entered as a judgment in any court of competent jurisdiction. IN THE EVENT THAT THE PARTIES HAVE ANY DISAGREEMENT ABOUT ARBITRABILITY OR THE VALIDITY, SCOPE, OR ENFORCEABILITY OF THIS ARBITRATION CLAUSE, A DULY APPOINTED ARBITRATOR WILL DECIDE SUCH DISAGREEMENT.

Waiver of Jury Trials and Class Actions. IN ARBITRATION, DISPUTES ARE RESOLVED BY AN ARBITRATOR RATHER THAN A JUDGE OR JURY. BY THIS ARBITRATION AGREEMENT, YOU AND AUDACY WAIVE THE RIGHT TO PROSECUTE OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR OTHER REPRESENTATIVE ACTION. UNLESS YOU AND AUDACY AGREE OTHERWISE IN WRITING, THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED ON A CLASS ACTION, MASS ACTION, OR COLLECTIVE BASIS, AND REGARDLESS OF ANY INCONSISTENT PROVISIONS IN THE ARBITRATION RULES, NEITHER THE ARBITRATOR NOR THE JUDGE MAY CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF TO THAT INDIVIDUAL PARTY. THIS CLASS, MASS, REPRESENTATIVE, AND COLLECTIVE ACTION WAIVER IS A MATERIAL AND ESSENTIAL PART OF AND CANNOT BE SEVERED FROM THIS ARBITRATION AGREEMENT.

21. Entire Agreement, Waiver and Severability

We may be required by state or federal law to notify you of certain events. You hereby acknowledge and agree that such notices will be effective upon our posting them on our sites or delivering them to you via email. You may update your email address by visiting the Services where you have provided contact information. If you do not provide us with accurate information, we will not be responsible for failure to notify you. Our failure to exercise or enforce any right or provision in these Terms will not constitute a waiver of such right or provision. These Terms, including all additional terms, conditions, and policies on the Services, constitute the entire agreement between you and us and supersede all prior agreements with respect to the subject matter hereof. If any part of these Terms is determined to be invalid or unenforceable under applicable law, that provision will be removed, and the remainder of the Terms will continue to be valid and enforceable.

If any of the provisions contained in these Terms of Use conflict with the terms of another agreement between the parties (such as the terms of a Promotion Agreement in respect of a Promotion), then these Terms of Use shall prevail; provided that, if you are also a Brand Advertiser registered on our platform, the Terms of Use applicable to Brand Advertisers will govern your relationship with Podcorn in that respect.