Terms of Service

Welcome to Padverb!

These Terms of Use are a binding contract between you and Padverb Inc. (“we”, “us”, “our”). It contains the rules and restrictions that govern your use of Padverb’s products and services (referred to below simply as “Padverb”). If you have any questions, comments, or concerns regarding these Terms or our products and services, please contact us at tos@padverb.com.

Using Padverb in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use Padverb. These Terms include everything in this document, as well as those in the Privacy Policy, Content Guidelines, and Copyright Dispute Policy. If you don’t agree to all of the following, you may not use or access Padverb in any manner.

You represent and warrant that you are of legal age to form a binding contract (or if not, that you’ve received your parent’s or guardian’s permission to use Padverb and that your parent or guardian agrees to these Terms on your behalf).

If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” throughout this document refer to that organization or entity).

Definitions

“Host” means the producer of Host Content who conducts interviews with guests. Host can be a person or an organization from whom such content originated.

“Guest” means the interviewee with whom the host conducts an interview.

“Host Content” means podcasts, descriptions, texts and images that the Host uploads to Padverb. It also includes any comments posted on any current or future discussion board features on Padverb.

“Listener” means a user who follows and listens to published podcasts and other Host Content.

“RSS Feed” means Host Content that, in addition to being hosted on Padverb, is also distributed by the means of RSS feed to other podcasting platforms such as Apple Podcasts, Google Podcasts, Spotify and others.

“Non-RSS Feed” means Host Content that is hosted only on Padverb.

"Public Host" Profile - Host account that aggregates RSS feeds for a host, without any non-RSS content, and not claimed by the Host.

Creating an Account on Padverb

You may be required to sign up for an account and select a password. You promise to provide us with accurate, complete, and up-to-date registration information about yourself.

You agree that you will only use Padverb for your own personal or organizational use, and not on behalf of or for the benefit of any third party. You may not transfer your account to anyone else without our prior written permission.

You may not select as your Padverb account name a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. Padverb reserves the right to refuse registration of or cancel a Padverb account name at its discretion.

Your Content on Padverb

First and foremost, you own what you create. Host Content that you podcast, upload, share, store, or otherwise provide to Padverb remains yours and is protected by copyright and any other applicable intellectual property laws.

Host Content should not violate someone else’s (including Padverb’s) rights. Don’t copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any content not owned by you unless you have prior consent from the owner of that content.

Limited License to Us: In order to publish your User Content on Padverb, and to allow other users to enjoy them, you grant us certain rights

Licenses you grant to us

  • You retain ownership of your Host Content when you post it to Padverb. However, in order for us to make your Host Content available on Padverb, we do need a limited license from you to your content. Accordingly, you hereby grant to Padverb a non-exclusive, transferable, sub-licensable, royalty-free, fully paid, irrevocable, worldwide license to reproduce, make available, perform and display, translate, modify, create derivative works from, distribute, and otherwise use any such Host Content through any medium, whether alone or in combination with other Content or materials, in any manner and by any means, method or technology, whether now known or hereafter created, in connection with the Padverb Service.
  • By posting your Host Content on Padverb, you grant us the license above, as well as a license to display, perform, and distribute your Host Content. Also, you grant all other users of Padverb a license to access the Host Content and to use and exercise all rights in it, as permitted by the functionality of Padverb.
  • We reserve the right to remove any content from Padverb at any time, for any reason (including, but not limited to, if someone alleges you contributed that content in violation of these Terms, in our sole discretion, and without notice.

Content and Intellectual Property

You are solely responsible for the Host Content that you post.

You promise that, with respect to any User Content you post on Padverb, (1) you own or have the right to post such User Content; and (2) such User Content, or its use by Padverb pursuant to the license granted below, does not: (i) violate these Terms, including the Padverb Content Guidelines, applicable law, or the intellectual property or other rights of any third party; or (ii) imply any affiliation with or endorsement of you or your User Content by Padverb or any artist, band, label, or other individual or entity without the prior express written consent from Padverb or such individual or entity.

We respect others’ intellectual property rights, and we reserve the right to delete or disable content alleged to be infringing, and to terminate the accounts of repeat alleged infringers. You promise to abide by copyright notices, trademark rules, information, and other restrictions you may receive from us or that are podcasted on Padverb.

Copyright Dispute Policy

This policy is designed to comply with the requirements of the notice-and-takedown provisions of the United States’ Digital Millennium Copyright Act (“DMCA”), meaning that we generally remove or disable content that rightsholders claim to be infringing.

To report potentially infringing content, click here. (text at the end of this agreement)

Liability for Content

You hereby acknowledge and agree that Padverb cannot and does not review the content created or uploaded by its users, and neither Padverb nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders has any obligation, and may, but does not undertake or assume any duty to, monitor the Platform for content that is inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of these Terms of Use or applicable law.

Padverb and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders hereby exclude, to the fullest extent permitted by law, any and all liability which may arise from any content uploaded to the Platform by users, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of abusive, defamatory, pornographic, or obscene material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by users of the Platform. By using the Platform, you irrevocably waive the right to assert any claim with respect to any of the foregoing against Padverb or any of its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders.

Acceptable Use Policy

You are responsible for all your activity in connection with Padverb. Make sure that you use Padverb in a manner that complies with the law. If your use of Padverb is prohibited by applicable laws, then you aren’t authorized to use Padverb. We can’t and won’t be responsible for you using Padverb in a way that breaks the law.

You also agree that you will not contribute any Host Content or otherwise use Padverb in a manner that:

  • Is fraudulent or threatening, or in any way violates Padverb’s Content Guidelines;
  • Jeopardizes the security of your Padverb account or anyone else’s (such as allowing someone else to log into Padverb as you, or sharing your account or password with someone); Attempts, in any manner, to obtain the password, account, or other security information of any other user;
  • Violates the security of any computer network, or cracks any passwords or security encryption codes;
  • Runs Maillist, Listserv, any form of auto-responder or “spam” on Padverb, or any processes that run or are activated while you are not logged into Padverb, or that otherwise interferes with the proper working of Padverb (including placing an unreasonable load on Padverb’s infrastructure);
  • “Crawls,” “scrapes,” or “spiders” any page, data, or portion of Padverb (through use of manual or automated means);
  • Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to Padverb.

Other Users and Third-Parties

Third-Party Content: Padverb may contain links or connections to third party websites or services that are not owned or controlled by us. Padverb has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites. You release and hold us harmless from any and all liability arising from your use of any third-party website or service.

In the event that you have a dispute with one or more other users of Padverb or with a third party, you release us, our officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or Padverb.

Distribution of Host Content

The Host may choose to have the Host Content reside exclusively on Padverb (Non-RSS Feed). The only way for listeners to access the Host Content is through Padverb’s website, mobile app, or by manually copying the link into certain third party podcast players such as Apple Podcasts or Google Podcasts. The Host maintains all the control over how their content is listened to.

Alternatively, the Host may choose to publicly distribute the Host Content via RSS Feed to other podcasting platforms (RSS distribution). This allows for wider distribution but at a cost of loss of control. For example, an episode deleted on Padverb may still reside on other platforms that utilized the RSS feed. See “Terminating Your Account” section for more details.

Getting Paid for your Content

There are three ways to get paid for publishing Host Content on Padverb

  • First way is for the Host to offer their Host Content for free without advertising. In this case, the Host does not get paid.
  • Second way is for the Host to offer their content for a subscription fee to be determined at the Host’s discretion. Listeners may choose to follow the Host’s podcasts on Padverb and agree to incur any applicable subscription fees. Padverb will pass 80% of the subscription fees to the Host and keep 20% as fee for service.
  • Third way is for the Host to have advertising inserted into their podcasts (opt-in). In this case Padverb will share advertising revenue with the Host. The Host can choose to opt-out at any time and switch to no advertising or subscription models.

Limitation of Liability

Host Content published on Padverb are the sole responsibility of the Host. You access all such content at your own risk. We aren’t liable for any errors or omissions in any Podcast and you hereby release us from any damages or loss you might suffer in connection with a Podcast.

To the fullest extent allowed by applicable law, under no circumstances and under no legal theory shall Padverb, its licensors, or its suppliers be liable to you or to any other person for:

  • Any indirect, special, incidental, or consequential damages of any kind, or
  • Any amount, in the aggregate, in excess of the greater of (1) $100 or (2) the amounts paid and/or payable by you to us in connection with Padverb in the twelve-month period preceding the applicable claim.

No Warranties

Padverb is provided to you on an “as-is” basis. This means we provide it to you without any express or implied warranties of any kind. That includes any implied warranties of merchantability, warranties of fitness for a particular purpose, non-infringement, or any warranty that the use of Padverb will be uninterrupted or error-free. Accordingly, we do not:

  • Make any representations or warranties about any content contained in or accessed through Padverb, and we will not be responsible for the accuracy, copyright compliance, legality, or decency of material contained on our products and services.
  • Make any representations or warranties regarding suggestions or recommendations of products or services (including Publisher newsletters) offered or purchased through Padverb. Products and services purchased or offered through Padverb, including newsletters, are provided “as-is” and without any warranty of any kind from Padverb.

Terminating Your Account

Padverb is free to terminate (or suspend access to) your use of Padverb, or your account, for any reason at our discretion. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important Host Content you may have uploaded to your account, but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of Padverb.

Padverb also allows you to delete your account at any time. If you'd like to delete your account, you can do so from your account page. When you delete your account, any non-RSS Feed Host Content associated with that account will also be deleted. If you have RSS Feed Host content, your account will be converted to a 'Public Host' Profile. Thus any Host Content that you have made public by electing to have RSS Feed Distribution may remain available on Padverb and any other platforms where it is distributed. To delete RSS Feed content, you would need to delete it permanently from a host service that created the RSS feed. You can send us an e-mail requesting deletion of the 'Public Host' Profile from Padverb, at support@padverb.com, after all RSS content has been permanently purged from such host service.

You understand and agree that it may not be possible to completely delete your content from Padverb’s records or backups, and that your Host Content may remain viewable elsewhere to the extent that it was copied or stored by other users. Please refer to our Privacy Policy to understand how we treat information you provide to us after you have stopped using Padverb.

You agree that some of the obligations in these Terms will be in force even after you terminate your account. All of the following terms will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, terms regarding disputes between us, and any other terms that, by their nature, should survive termination of these Terms.

If you have deleted your account by mistake, contact us immediately at tos@padverb.com – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.

Privacy on Padverb

Padverb takes your privacy very seriously. For the current Padverb Privacy Policy, please click here.

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for Padverb or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at tos@padverb.com.

Changes to Padverb

We’re always trying to improve Padverb, so our products and services may change over time. We may suspend or discontinue any part of Padverb, or we may introduce new features or impose limits on certain features or restrict access to parts or all of Padverb. We’ll try to give you notice when we make a material change to Padverb that would adversely affect you, but this isn’t always possible or practical.

Changes to the Terms

We are constantly trying to improve our products and services, so these Terms may need to change along with Padverb. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the website, by sending you an email, and/or by some other means.

If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use Padverb. If you use Padverb in any way after a change to the Terms is effective and notice has been provided, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

Violations of the Terms

Failure to follow any of these Terms shall constitute a breach of these Terms, which may result in immediate termination of your account. Padverb has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Miscellaneous Terms

The above covers most of the questions that we typically receive about Padverb. We have grouped provisions that come up less frequently below:

  • Indemnification: To the fullest extent allowed by applicable law, you agree to indemnify and hold Padverb, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of Padverb (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action, we will attempt to provide notice to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
  • Assignment: You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Padverb account, in any way (by operation of law or otherwise) without our prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
  • Choice of Law: These Terms are governed by and will be construed under applicable federal law and the laws of the State of New York, without regard to the conflicts of laws provisions thereof.
  • Arbitration and Class Action Waiver: Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in New York, NY in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.
  • No Third-Party Beneficiaries: We agree there are no third-party beneficiaries intended under these Terms.
  • No Joint Venture: You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Padverb Inc., and you do not have any authority of any kind to bind us in any respect whatsoever.
  • Waiver: 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.
  • Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.
  • Entire Agreement: You agree that these Terms are the complete and exclusive statement of the mutual understanding between you and us, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms.

Copyright Dispute Policy

If you discover any content on the Platform that you believe infringes your copyright, please report this to us by email at copyright@padverb.com

Please include the following information:

  • a statement that you have identified Content on Padverb that infringes your copyright or the copyright of a third party on whose behalf you are entitled to act;
  • a description of the copyright work(s) that you claim have been infringed;
  • a description of the Content that you claim is infringing and the Padverb URL(s) where such Content can be located;
  • your full name, address and telephone number, a valid email address on which you can be contacted, and your Padverb user name if you have one;
  • a statement by you that you have a good faith belief that the disputed use of the material is not authorized by the copyright owner, its agent, or the law; and
  • a statement by you that the information in your notice is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;

In addition, if you wish for your notice to be considered as a notice pursuant to the United States Digital Millennium Copyright Act 17 U.S.C. §512(c), please also include the following:

  • with respect to your statement that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed, confirmation that such statement is made under penalty of perjury; and
  • your electronic or physical signature (which may be a scanned copy).

Content Guidelines

You are solely responsible for your account and the activity that occurs while signed in to or while using your account;

You will not post information that is malicious, false or inaccurate;

You will not submit any User Content that may be deemed as pornography, defamatory, libelous, harassing, abusive, or fraudulent, encouraging criminal or harmful conduct, or which otherwise violates the rights of Padverb or any third party (including any intellectual property rights, privacy rights, contractual or fiduciary rights).

You will not submit User Content that is copyrighted or subject to third party proprietary rights, including privacy, publicity, trade secret, etc., unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such User Content, or unless your use of the content is within the scope of fair use;

You will not use the personal data of any individuals that did not consent on such use, and you will comply with all your obligations as data controller of the personal data you use (under any applicable rules, including the European General Data Protection Regulation), accepting sole liability for any data protection breaches and agreeing to indemnify us, and hold us harmless, for any claim made against us on the grounds of a data protection violation committed by you or in relation to your User Content;

Complying with your obligations as data controller include using personal data of third parties only for lawful purposes, obtaining express consent or relying on other available processing grounds; ensuring the accuracy and correctness of the data you share; comply with any requests from the data subjects to access, correct and remove any such data; comply with security obligations. Please refrain from using personal data of third parties in your content if you cannot ensure compliance with the applicable laws.

You understand and agree that any liability, loss or damage that occurs as a result of the use of any User Content that you make available or access through your use of the Site is solely your responsibility.