Effective Date: 2022-05-11

Introduction

These Terms of Use (these “Terms”) are a contract between Supercast Podcast Corp. (“we” and “us”) and anyone using our services and products, including our web-based podcast publishing platform and related documentation (such products and services, collectively, “Supercast”).

Use of Supercast is subject to these Terms, our Code of Conduct and our Privacy Policy. If you are using Supercast to make your podcast available to others, you are a “Creator” and your use is also governed by our Creator Agreement. (All such documents, along with any other rules or guidelines we may publish from time to time are collectively referred to herein as the “agreement”.) If we and you have entered into a separate agreement regarding your use of Supercast, any inconsistency between such agreement and this agreement will be resolved in favor of such agreement.

Authority

If you’re entering into this agreement on behalf of a party other than yourself individually, you must be authorized to do so (in which case, the references to “you” and “your” throughout this document refer to such party). If you are not of legal age (18 years old in the United States, for example), you may not enter into this agreement on behalf of yourself or any other party, but your parent or guardian may enter into it on your behalf individually. If you do not agree to any term in this agreement, you may not use Supercast.

Use of Supercast

Subject to your continued compliance with this agreement, during the term your account is active, you may use Supercast for its intended purpose.

Fees

Pricing for subscriptions to Creator content is set by the Creators. If you subscribe to paid Content, you agree to pay the Creator for that Content. The Creator may change pricing prospectively from time to time. If you have a dispute with a Creator, we are under no obligation to become involved other than to direct any inquiries to the appropriate Creator. If you’d like to learn more about how we work with Creators, you can review our Creator Agreement.

Intellectual Property

As between you and us, we own all right, title, and interest, including all intellectual property rights, in and to Supercast and all content provided on, by or through Supercast other than your Content (as defined below). If you provide any suggestions or recommend any changes to Supercast, including without limitation, new features or functionality (“Feedback”), we are free to use such Feedback without payment of any compensation.

Any content you post, upload, share, store, or otherwise provide to us (the “Content”) remains yours or your licensors, as applicable. However, you hereby grant us a limited license to use, modify, display and copy your Content in order for us to provide and allow you to use Supercast, and (should we choose to do so in our sole discretion) to promote your Content. You are solely responsible for your Content, including making sure it complies with our Code of Conduct.

Code of Conduct

You agree to abide by our Code of Conduct, including the restrictions on use of Supercast therein.

Relationship with Creators

Your relationship with Creators, including any subscriptions to Creator podcasts, is between you and the Creator. The Creator is solely responsible for their Content and the consequences of their actions and failures to act through Supercast. The Supercast platform merely facilitates access to and distribution of podcasts. If a Creator changes or cancels a podcast, any refund obligations belong solely to the Creator. You agree that we have no obligation for refunds. We are under no obligation to become involved in any dispute between a subscriber (or other user) and a Creator. You can flag a Creator that is violating the Code of Conduct, Terms of Use or other terms by sending an email to [email protected].

Third-Party Services

Supercast connects and integrates with certain third-party services, platforms and software (“Third-Party Services”), which may include, without limitation, podcast players and streaming platforms. We make no representations, warranties, or promises regarding such Third-Party Services, and your use of them is entirely at your own risk. You must comply with the terms and policies applicable to such Third-Party Services.

Copyright Policy

Sending a Copyright Notice

If you believe that something on Supercast infringes a copyright that belongs to you, you can send a takedown notice to our Registered Agent (contact info below). On receipt of a notice compliant with the requirements of the DMCA, our practice is to promptly remove or disable the material identified as infringing, but notices can be disputed under the terms of this policy, and that the dispute process may result in replacement of removed or disabled content. Takedown notices must include:

• a description of the work or works you claim have been infringed;
• a description of the content on our website you claim to be infringing and the associated URL(s);
• your full name and contact information, including your address and phone number; a statement confirming your 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;
• a statement confirming that the information you’ve provided is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
• your signature

Receiving a Copyright Notice

If something you’ve posted to Supercast is the target of a valid copyright notice, we will generally send you a copy of that notice when we remove or disable the allegedly infringing content. To replace the removed or disabled content, you must dispute the notice in accordance with the terms of this policy. We reserve the right to suspend or terminate the accounts of users who replace removed content in a manner inconsistent with this policy.

Disputing a Copyright Notice

You may dispute a copyright notice submitted against your account by sending a dispute notice to our Registered Agent in accordance with this policy and the DMCA or by completing and submitting our DMCA Takedown Notice Form. After receiving a dispute notice that meets the requirements of the DMCA, we will send a complete copy of the notice to the complaining party. The rightsholder will then have ten business days to initiate legal action and notify us. If we don’t receive timely notice of legal action from the rightsholder, we will generally replace the material that had been removed or disabled. When sending dispute notice to our Designated Agent, be sure that it includes all the information required under the DMCA, which is:

• a description of the content that’s been removed and any associated URL(s);
• your full name and contact information, including your address and phone number; a statement, under penalty of perjury, that you have a good faith belief that the removed content was taken down as a result of mistake or misidentification;
• a statement consenting to the jurisdiction of the Federal District Court for the judicial district in which your address is located or, if you are outside of the United States, consenting to the jurisdiction of any judicial district in which Supercast can be found;
• a statement that you will accept service of process from the copyright notice sender or their agent at the address you’ve provided; and your signature.

Our Registered Agent’s contact information is as follows:

Jason Sew Hoy
524 Yates Street, Suite 101
Victoria, V8W 1K8 Canada
Phone: (415) 886-0993
Email: [email protected]

Termination

Unless otherwise agreed in a writing signed by one of our authorized officers, either we or you may terminate this agreement and your access to Supercast at any time for any reason. Upon such termination, your right to use Supercast will immediately cease. We may also terminate this agreement or terminate, suspend, or restrict your access to or use of Supercast at any time, for any reason. Reasons that may lead to us terminating or restricting access to include a breach of any of this agreement, offensive or unacceptable behavior, objectionable material, or any other actions in violation of guidelines we specify. Content or access to content may also be removed at any time in our discretion. Any post or comment that you have made may remain available.

Supercast also allows you to delete your account at any time. If you'd like to delete your account, you can do so from your profile page. After termination, all your subscriptions to Creator podcasts will also be terminated immediately and no further fees will be charged through Supercast in relation to these subscriptions, but termination will not result in any refunds.

Provisions which by their nature survive termination (including Intellectual Property, Relationship with Creators, Indemnification, Limitations on Liability, Disclaimer, Governing Law, Arbitration and General) survive the termination of your account and/or this agreement.

Indemnification

To the maximum extent permitted by applicable law, you agree to indemnify and hold us and our affiliates, and our and their respective shareholders, members, managers, directors, owners, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys’ fees) arising from or related to (a) your use of Supercast or any other party’s use of Supercast through your account, (b) your breach of this agreement, or (c) or your violation of any law or regulation.

Limitations on Liability

To the maximum extent permitted by applicable law, under no circumstances and under no legal theory shall we or our affiliates, personnel, licensors or suppliers be liable to you or to any other person for: (a) any indirect, special, incidental, or consequential damages; or (b) any amount, in the aggregate, in excess of the greater of (i) $1,000 or (ii) the amounts paid by you to us in in the twelve-month period preceding the action.

Disclaimer

Supercast is provided AS-IS and AS-AVAILABLE. We disclaim all warranties, including the warranties of merchantability, fitness for a particular purpose, non-infringement, or any warranty that the use of Supercast will be uninterrupted or error-free.

Changes to this Agreement

We reserve the right to change this agreement at any time. However, if we do so, we will bring it to your attention by placing a notice on the Supercast website, by sending you an email, or by some other means reasonably designed to reach you promptly. If you don’t agree with modified agreement, you are free to reject, but that means you will no longer be able to use Supercast. If you use Supercast after your receipt of notice regarding the change, that means you agree to the changes. Except for changes by us as described here, no other amendment or modification of this agreement will be effective unless in writing and signed by both you and us.

Governing Law

This agreement is governed by British Columbia law.

Arbitration

Any dispute arising from or relating to the subject matter of this agreement shall be resolved by binding arbitration in Vancouver, British Columbia, before a single arbitrator, in accordance with the rules of the Canadian Arbitration Association (“CAA”). Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for preliminary or emergency injunctive or other equitable relief pending a final decision by the arbitrator. The parties consent to exclusive jurisdiction and venue in the courts located in Vancouver, British Columbia. To the fullest extent permitted by law, the arbitrator has no authority to consolidate arbitration matters or conduct class action proceedings.

This Agreement

Unless we have executed another agreement with you regarding the subject matter hereof, this agreement is the complete and exclusive statement of the mutual understanding between you and us, and it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this agreement. If any provision of this agreement is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that this agreement shall otherwise remain in full force and effect and enforceable.

General

You may not assign, delegate or transfer this agreement or your rights or obligations hereunder, or your Supercast account, in any way (by operation of law or otherwise) without our prior written consent. We may transfer, assign, or delegate this agreement and our rights and obligations without consent. There are no third-party beneficiaries intended under this agreement. You acknowledge and agree that you are not an employee, agent, partner, or engaged in a joint venture with us, and you do not have any authority of any kind to bind us in any respect whatsoever. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.