THIS AGREEMENT ("AGREEMENT") BETWEEN PodApp SOFTWARE LTD. AND/OR ITS AFFILIATES (“PodApp”) AND YOU, AS THE COMPANY OR LEGAL ENTITY (“CUSTOMER”), GOVERNS YOUR USE OF THE SAAS PRODUCTS. BY ACCESSING OR USING THE SAAS PRODUCTS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT.
IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE SAAS PRODUCTS. FURTHER, BY ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT.
1. Access and Use
1.1. Access and Use (Limited License). Upon full payment and subject to this Agreement, PodApp provides the Customer a limited, non-exclusive, non-transferable right to access and use the SaaS Products for internal purposes only.
1.2. Access and Use Restrictions. The SaaS Products are provided "as is". Customer shall not misuse the SaaS Products. Any unauthorized use or breach of this Agreement may result in termination of your access.
1.3. Responsibility for Access. Customer is solely responsible for its use, ensuring proper Authorized User access, and maintaining confidentiality of login credentials.
1.4. Trial Services. Any Trial Services provided by PodApp are offered without warranty, "as-is", and for evaluation purposes only. PodApp is not responsible for any data loss or issues arising from the use of Trial Services.
1.5. Third-Party Materials.The SaaS Products may contain Third-Party Materials governed by their respective terms. PodApp is not responsible for any issues arising from Third-Party Materials.
1.6. Support. PodApp may offer technical support as per its discretion and existing terms. Failure to adhere to updates may affect the SaaS Product's functionality.
1.7. Mobile Applications. For optimal use of the SaaS Products via mobile applications, users should install all available updates. PodApp is not liable for issues arising from outdated applications.
1.8. Best-Attempt Services and Customer Responsibilities All our services are provided on a best-attempt basis. It is the customer's responsibility to manage their own account, including canceling or modifying any free trials before the trial period ends. Failure to cancel or modify in time will result in automatic renewal and the customer will be liable to pay the renewal fee.
DISCLAIMER: THE SAAS PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. PodApp DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED. PodApp WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES ARISING FROM YOUR USE OR INABILITY TO USE THE SAAS PRODUCTS. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SAAS PRODUCTS IS TO STOP USING THEM.
2. Payment and Taxes
2.1. Payment Terms. PodApp will issue invoices for services provided, and Customer shall pay these invoices within fourteen (14) days of issuance. Payments must be made without any deductions, except for amounts disputed in good faith and communicated in writing within ten (10) days of invoice receipt. Unpaid balances will accrue interest at the lower of one and one-half percent (1 ½ %) per month or the maximum allowed by law.
2.2. Free Trial Period:PodApp offers a free trial period to all new users. During this period, users can access and use PodApp without any charge to experience the features and benefits of the platform.Exclusions: The money-back guarantee does not apply to purchases of and including educational products such as PodApp Academy. Once access to educational material is granted, all sales are final as the information provided cannot be retracted. Therefore, no refunds will be issued for educational product purchases or orders and subscriptions containing educational product purchases under any circumstances. Miscellaneous: PodApp reserves the right to amend or terminate this guarantee and refund policy at any time without prior notice. Changes will be communicated on the PodApp website and/or via email to subscribed users. This guarantee and refund policy is governed by the laws of the United Kingdom. Any disputes arising out of or in connection with this policy shall be resolved in the courts of the United Kingdom. Accepting or denying refund requests are ultimately down to PodApp Ltd. This does
2.4. Taxes. All fees are exclusive of applicable taxes. Customer is responsible for payment of taxes in its jurisdiction, unless otherwise agreed in writing. PodApp may charge and remit such taxes if required by law, but is not responsible for any other taxes, duties, or charges.
2.5. Indirect Orders. In case of an Indirect Order, this Agreement's payment terms do not apply. Customer agrees to terms separately with the Channel Partner. PodApp assumes no liability for any agreements between Customer and Channel Partner.
3. Rights in Intellectual Property
3.1. Intellectual Property. Except as expressly granted in this Agreement, PodApp reserves all rights in the SaaS Products and its Intellectual Property.
3.2. Customer Data. Customer retains ownership of its data. PodApp is granted a limited, non-exclusive license to use Customer Data solely for service provision. All Customer Data will be stored and processed on servers located in the United States, provided by Google Cloud. By using the SaaS Products, Customer consents to the storage and transfer of data to such locations.
3.3. Usage Data and Suggestions. PodApp may collect and use aggregated, anonymized data for business purposes. This data may also be stored and processed on servers located in the United States, provided by Google Cloud. Any Suggestions provided by Customer are voluntary and may be implemented by PodApp without any obligation to Customer.
4.1. Confidential Information. Both Parties agree to protect each other’s Confidential Information with reasonable care. Disclosure is limited to necessary personnel who are bound by confidentiality obligations.
4.2. Exceptions. Information is not considered confidential if it is publicly known, independently developed, or lawfully received from a third party. Mandatory legal disclosures must be limited and notified to the disclosing Party.
4.3. Advertising and Publicity. No public announcements related to this Agreement are permitted without mutual written consent. Customer grants PodApp a limited right to use Customer's trade names and logos for promotional purposes, in compliance with any guidelines provided by Customer.
5. Security and Processing of Personal Data
5.1. Customer Data Responsibility. Customer bears all responsibility for: (i) the content, quality, and accuracy of Customer Data as submitted by Customer and Authorized Users; (ii) notifying Authorized Users concerning the collection and use of Customer Data; (iii) securing legal bases for processing and sharing Customer Data with PodApp; and (iv) ensuring compliance with all applicable laws, including Data Protection Laws.
5.2. Regulatory Compliance. Both Parties are responsible for fulfilling obligations under Applicable Data Protection Laws. If Customer operates within the EEA, UK, or California, or shares data from individuals located therein, both Parties must adhere to the Data Processing Addendum, which can be found here (https://getpod.app/legal#dpa)
5.3. Data Security Measures. PodApp will implement reasonable security measures designed to protect Customer Data. PodApp assumes no liability for unauthorized access, disclosure, or data loss due to circumstances beyond its control.
6.1. Limited Warranty. PodApp warrants that the SaaS Products will substantially conform to Documentation. Any breach of this warranty must be reported within 30 days for remedies to be applicable. Customer assumes responsibility for any breaches due to unauthorized or improper use of the SaaS Products.
6.2. Legal Compliance. Each Party will comply with applicable laws and regulations.
6.3. Warranty Disclaimer. All other warranties not explicitly stated are disclaimed by PodApp to the fullest extent permissible by law.
7.1. Assumption of Risk. Customer acknowledges that use of the SaaS Products is at their own risk. PodApp is not liable for any third-party claims or legal actions.
7.2. Indemnity by Customer. Customer shall indemnify PodApp against all claims or damages related to Customer Data or breach of law.
7.3. Claim Procedures. Indemnity is conditional upon prompt notification and cooperation in defense efforts.
7.4. Indemnity Limitations. PodApp’s indemnity obligations are null and void in cases of Customer’s misuse, unauthorized modifications, or non-compliance with laws.
7.5. Limited Liability. PodApp’s sole obligation for indemnifiable claims is to either secure rights for continued use, modify the product, or terminate and refund unused fees.
8. Limitation of Liability
8.1. Cap on Liability. Excluding liabilities from PodApp's indemnification commitments in Section 7, Customer's payment obligations, and data infringement in Section 7.2, neither Party shall be liable for any amount exceeding the total fees paid or payable to PodApp under this Agreement in the twelve (12) months prior to the incident giving rise to the liability.
8.2. Exclusion of Certain Damages. Neither Party shall be liable for any indirect, special, incidental, consequential, or punitive damages, including loss of profits or revenue, or loss of goodwill, arising from or related to this Agreement, regardless of the form of action and even if advised of the possibility of such damages.
8.3. Liability Exceptions. The limitations and exclusions of liability herein do not apply to any liability that cannot be excluded or limited under applicable law, such as death or bodily injury caused by negligence, or willful misconduct.
9.1. Assignment Limitation. Neither Party may assign this Agreement without the prior written consent of the other Party, not to be unreasonably withheld. Exceptions include mergers, acquisitions, or assignment to an Affiliate, given proper written notice.
10. Export Controls and Government Use
10.1. Export Compliance. The SaaS Products are subject to U.S. export control laws. Customer agrees not to export, re-export, or provide access to the SaaS Products in violation of these laws. Customer certifies they are not a restricted or prohibited entity under U.S. law.
10.2. Government Use. If Customer is a U.S. government agency, the SaaS Products are provided as "Commercial Computer Software" and the Customer agrees to retain no greater rights than those outlined in this Agreement.
11. Optional Professional Services
11.1. Separate Terms. Additional professional services related to the SaaS Products may be purchased under separate terms provided by PodApp.
12. Term and Termination
12.1. Term. This Agreement becomes effective upon mutual signature and remains valid during the agreed Subscription Term, subject to termination provisions below.
12.2. Termination. Either Party may terminate this Agreement with immediate effect by notifying the other Party under the following conditions: (i) material breach unresolved within 30 days of written notice; (ii) commencement of bankruptcy or dissolution procedures, or cessation of regular business operations. A Party may also terminate to comply with law or regulation without it constituting a breach. PodApp reserves the right to suspend services for overdue invoices exceeding 60 days or for any uncured material breaches, to be reinstated upon resolution. Post-termination, all financial obligations become immediately due, and access to SaaS Products or services will cease.
12.3. Effects of Termination/Expiration. Upon termination or expiration, Customer's rights to the SaaS Products are revoked. Parties must return or destroy Confidential Information within 30 days of request. Customer Data will be deleted 60 days post-termination, and PodApp assumes no liability for data loss or retention post this period.
13.1. Independent Contractors. This Agreement does not establish any form of partnership, joint venture, or agent-principal relationship between the Parties.
13.2. Notices. All formal notices are deemed given upon hand delivery, after 3 days by certified mail, 1 day by overnight courier, or upon email delivery/read receipt.
13.3. Force Majeure. Except for payment obligations, neither Party is liable for failure to perform due to external events beyond reasonable control.
13.4. Governing Law and Jurisdiction. Disputes will be governed by applicable law and resolved in agreed-upon courts. Each Party waives any right to a jury trial for disputes relating to this Agreement.
13.5. Entire Agreement, Execution, and Modification. This Agreement supersedes all prior ones. Any changes will be notified and must be accepted by Customer within 30 days, or the existing terms shall prevail until the next Subscription Term.
13.6. Severability and Waiver. If any provision is deemed invalid, it will not affect the remainder of the Agreement. Non-enforcement of any rights is not considered a waiver of such rights.
13.7. Definitions and Interpretation. The following definitions and rules of interpretation apply in this Agreement and are intended to protect the interests of PodApp to the fullest extent permitted by law.
13.8. Disclaimer on Marketing Material All claims made in our marketing materials, including but not limited to '100% satisfaction guarantee,' reflect our best attempt to satisfy our customers. However, such claims are not legally binding and should not be interpreted as a contractual promise or warranty.
"Affiliate" means an entity controlling, controlled by, or under common control with a Party; control is deemed as ownership of over 50% of the voting securities of the entity.
"Agents" refers to PodApp's proprietary software and systems that interact with the SaaS Products, provided "as is" without any warranties of any kind, either express or implied.
"Applicable Data Protection Laws" means GDPR, and any other relevant data protection or privacy laws applicable, only to the extent that such laws are applicable to the Services provided under this Agreement.
"Authorized Users" are individuals explicitly authorized by Customer to use the SaaS Products, and they must comply with all terms and conditions of this Agreement.
"Channel Partner" is a third-party entity appointed by PodApp to distribute or re-sell the SaaS Products. PodApp is not responsible for any act or omission of a Channel Partner.
"Confidential Information" means all non-public information provided by one Party to the other. Unauthorized disclosure of Confidential Information may result in legal action.
"Customer Data" is data uploaded by the Customer, which PodApp is not responsible for. Customer Data excludes Usage Data, over which PodApp retains all rights.
"PodApp" refers to the PodApp entity specified on the signature line, not to any affiliates or parent companies unless explicitly stated.
"Documentation" is provided by PodApp "as is" and is subject to change without notice.
"Indirect Taxes" are solely the responsibility of the Customer.
"Intellectual Property" remains the exclusive property of PodApp unless explicitly stated otherwise in writing.
"Notice" refers to any formal communication under this Agreement.
"Order" constitutes a binding agreement only when accepted by PodApp.
"OSS Licenses" are licenses under which Third-Party Materials are available, and PodApp makes no representations or warranties concerning such Third-Party Materials.
"Prohibited Persons" are those individuals or entities with whom PodApp is prohibited by law from transacting.
"SaaS Products" are provided "as is," without any warranties or representations, and PodApp may modify or discontinue them at its sole discretion.
"Subscription Term" is the period specified in the Order, and no rights are granted beyond that term.
"Suggestions" once provided to PodApp, become the property of PodApp and may be used in any manner, including in modifications of the SaaS Products.
"Third-Party Materials" are provided "as is," without any warranties or representations.
"Usage Data" remains the exclusive property of PodApp and may be used for any lawful business purpose without a duty of accounting to Customer.
For any clarification or questions regarding this Agreement, please contact PodApp support in the bottom right of your screen.
This Data Processing Addendum ("Addendum") forms part of the Master Services Agreement ("Agreement") between:
All terms not defined herein shall have the meanings set forth in the Agreement.
Both parties shall comply with all applicable requirements of Data Protection Laws.
Data Controller is responsible for obtaining the necessary consents for Data Processing.
Data Processor agrees to only process Personal Data in accordance with the Data Controller's instructions.
Data Processor shall maintain a list of Sub-Processors and inform Data Controller of any changes.
All Personal Data processed by PodApp is stored in Google Cloud servers located in the United States.
Data Processor shall implement appropriate technical measures to ensure data security.
Data Processor shall notify Data Controller promptly upon becoming aware of any Data Breach.
Data Controller shall have the right to conduct audits to ensure compliance with this Addendum.
Upon termination of the Agreement, Data Processor shall, at the choice of Data Controller, delete or return all Personal Data.
This Addendum is governed by the laws of the jurisdiction of the Data Controller.
IN WITNESS WHEREOF, the Parties have executed this Addendum.
At PodApp, we take your privacy seriously. This policy outlines the types of personal information we collect when you use our website, software, and services, how we use that information, and the steps we take to keep it secure.
We collect personal information from you when you register for an account, use our services, or communicate with us. This may include your name, email address, payment information, and other information you provide.
We use your information to provide you with our services, process payments, communicate with you, and improve our products. We may also use your information to send you marketing emails or other promotional materials, but you can opt-out of these communications at any time.
We take reasonable steps to protect your personal information from unauthorized access, use, or disclosure. We use industry-standard encryption technology and maintain physical, electronic, and procedural safeguards to protect your information.
We may use third-party services to help us provide our services or to analyze how our website and software are used. These services may collect information about your use of our website and software, and may place cookies or other tracking technologies on your device.
We may update this policy from time to time to reflect changes in our privacy practices. If we make material changes to this policy, we will notify you by email or through our website.
We value the privacy and security of your data, which includes your phone number when you opt into our SMS marketing program. This section outlines our practices regarding SMS marketing.
When you opt into our SMS program, you agree to receive marketing messages, including daily tips, promotional offers, and exclusive content. These messages are designed to help you make the most out of your podcasting journey.
We store your phone number securely, and we do not share this information with third parties for marketing purposes. Your phone number is solely used to send you SMS messages that you have opted into.
We do not share or sell your personal data to nonaffiliated third parties for marketing purposes. This excludes text messaging originator opt-in data and consent; this information will not be shared with any third parties.
We do not collect location data through our SMS program unless explicitly stated and consented by you.
You can opt out of receiving SMS messages from us at any time by following the unsubscribe instructions provided in our SMS messages.