Teraki for Creators - Terms of Service

Date of Last Revision: August 8, 2022

Please read these Teraki for Creators Terms of Service (“Terms”) carefully as they govern your access to and use of the Teraki for Creators websites, Teraki for Creators Content (defined below), email, and Sms notifications, applications, ads, and other services (collectively, the “Services”) provided by Teraki (“Teraki”, “we”, “us”, or “our” means: All Rights Technologies Ltd., a Delaware C-Corp, 651 N Broad St, Middletown, DE 19709 US)  with EIN/Tax ID 36-5016912).

Use of the Services may be subject to additional terms and conditions presented by Teraki, which are hereby incorporated by this reference into these Terms. Use of the Services requires one or more compatible devices.

When clicking “Sign up”, “Sign In”, or Register your Podcast, Claim your Podcast, or by Uploading your Episode or by using our Services, you agree to these Terms. If you do not agree to these Terms, do not access or use our Services.

THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 11 BELOW AND TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND. THIS PARAGRAPH DOES NOT APPLY TO CONSUMERS IN THE UNITED KINGDOM OR EUROPEAN UNION.

To the extent permitted under applicable laws, we reserve the right to modify or otherwise change these Terms on 7 days’ notice (the “Notice Period”) by posting the updated Terms to our website(s) or through a notice provided through the Services, via e-mail or by another appropriate means of electronic communication. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes. Unless we say otherwise in our notice, the updated Terms will be effective immediately after the expiry of the Notice Period. Your continued access to or use of our Services during the Notice Period will confirm your acceptance of the changes. If you do not agree to the updated Terms, you must stop accessing and using our Services.

  1. Age and eligibility requirements

In order to access or use the Services, you need to (a) be 13 years of age (or the equivalent minimum age in your home country) or older, (b) have parent or guardian consent if you are a minor in your home country; (c) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws, and (d) reside in a country where the Service is available. You also promise that any registration information that you submit to Teraki is true, accurate, and complete, and you agree to keep it that way at all times. You must notify us immediately of any change in your eligibility to use the Services. To the extent permissible under applicable law, we may, in our sole discretion, refuse to offer the Services to any person or entity and change these eligibility criteria at any time.

2. The Teraki for Creators Service Provided by Us

a. Teraki for Creators Service Limitations and Modifications

We provide the Teraki for Creators Service free of charge. We use reasonable care and skill to keep the Service operational. However, our service offerings and their availability may change from time to time and subject to applicable laws, without liability to you; for example:

  • The Service may experience temporary interruptions due to technical difficulties, maintenance or testing, or updates, including those required to reflect changes in relevant laws and regulatory requirements.
  • We aim to evolve and improve our Service constantly, and we may modify, suspend, or stop (permanently or temporarily) providing all of part of the Service.
  • Teraki has no obligation to provide any specific content through the Service, and Teraki or the applicable owners may remove Content without notice.

b. Teraki has no liability to you, nor any obligation to provide a refund to you, in connection with internet or other service outages or failures that are caused by the actions of government authorities, other third parties or events beyond our control.

c. Third Party Services The Services may permit you to link to other websites, online services or resources, and other websites, online services or resources may contain links to the Services. When you access third party resources, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators.

You further acknowledge and agree that we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third party content, goods or services available on or through any such third party website, online service or resource.

3. Your Use of the Teraki for Creators Service

a. Creating a Teraki for Creators account

You may need to create a Teraki for Creators account to use all or part of the Service. Your username and password are for your personal use only and should be kept confidential. You understand that you are responsible for all use (including any unauthorized use) of your username and password. Notify our Customer Service team immediately if your username or password is lost or stolen, or if you believe there has been unauthorized access to your account.

Teraki may reclaim, or require you to change, your username for any reason.

b. Your rights to use the Teraki for Creators Service

Access to the Teraki Services

Subject to your compliance with these Terms (including any other applicable terms and conditions), we grant to you limited, non-exclusive, revocable permission to make personal, non-commercial use of the Service and the Content (collectively, “Access”). This Access shall remain in effect unless and until terminated by you or Teraki. You agree that you will not redistribute or transfer the Service or the Content.

The Teraki software applications and the Content are licensed, not sold or transferred to you, and Teraki and its licensors retain ownership of all copies of the Teraki software applications and Content even after installation on your Devices.

Teraki’s Proprietary Rights

The Service and the Content are the property of Teraki or Teraki’s licensors. All Teraki trademarks, service marks, trade names, logos, domain names, and any other features of the Teraki brand (“Teraki Brand Features”) are the sole property of Teraki or its licensors. These Terms do not grant you any rights to use any Teraki Brand Features whether for commercial or non-commercial use.

c. User Guidelines

You can notify any content that is in breach of Teraki User Guidelines or applicable laws, and in particular any content that promotes crimes against humanity, encourages to commit or glorify acts of terrorism, encourages racial hatred, hatred against persons on the basis of their sex, sexual orientation, gender identity or disability, as well as child pornography, promotion of violence, including promotion of sexual and gender-based violence, as well as offences against human dignity by reporting the content via Teraki for Creators Support email support@terakiapp.com

d. Data Insights; Mistakes

You acknowledge that Teraki for Creators is a free service that we are providing to you for use at our discretion. The Services may provide you with the ability to view usage or monetization data of your podcast and demographic data on your fans. While we work hard to ensure the accuracy of the data, we do not guarantee that the Services or the data we collect from the Services will be available error-free, or that mistakes, including mistakes in the data insights that we provide to you, will not happen from time to time. Where there is a glitch or mistake in the Services, we will take all reasonable efforts to address or correct these mistakes. Consistent with Section 8 of these Terms, all data is provided to you “AS-IS.” You use all such data provided by us at your sole risk and discretion.

Although Teraki takes reasonable precautions to preserve and protect the User Content stored in the database used by Teraki to provide the Services, you shall not rely on the Service as your only storage facility, and you should preserve backup copies of your User Content. Teraki is not liable for damage to, deletion of, or failure to store any Content 

e. Export control and sanctions

You acknowledge and agree that Teraki’s products and services are subject to trade control laws.You agree to comply with all applicable Trade Control Laws in your use of Teraki’s products or services. Specifically, you agree not to – directly or indirectly – use, sell, supply, export, reexport, transfer, divert, release, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Teraki under these Terms to any destination, entity, or person or for any end-use prohibited by applicable Trade Controls Laws. Teraki shall not be required to act in any way that is prohibited under applicable Trade Control Laws, and it shall be in the sole discretion of Teraki to refrain from being directly or indirectly involved in the provision of products or services that may be prohibited under applicable Trade Control Laws.

4. Content and Intellectual Property Rights
a.User Content

Teraki for Creators users may post, upload, or otherwise contribute content to the Service (“User Content”). For the avoidance of doubt, “User Content” includes all information, materials and other content that is added, created, uploaded, submitted, distributed, or posted to the Service by users.

You are solely responsible for all User Content that you post.

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

In posting or sharing User Content or other information on the Service, please keep in mind that content and other information will be publicly accessible. Teraki is not responsible for what you or others post or share on the Service.

Teraki may, but has no obligation to, monitor or review User Content. Teraki reserves the right to remove or disable access to any User Content for any or no reason. Teraki may take these actions without prior notification to you. We do not guarantee that any User Content or Teraki for Creators Content will be made available through the Services. You acknowledge that we may establish general practices and limits concerning use of the Services, including without limitation the maximum period of time that User Content will be retained by the Services and the maximum storage space that will be allotted on our servers on your behalf. To the extent permissible under applicable law, you agree that we have no responsibility or liability for the deletion or failure to store any User Content maintained or uploaded by the Services.

b. Licenses that you grant us

User Content

In order to host and assist you in monetizing your User Content, we do need to obtain certain non-exclusive rights from you. By submitting User Content, including any Provided Content (defined below), through the Services, you hereby grant to us a non-exclusive license to use, edit, modify, create derivative works from (such as transcriptions of User Content), aggregate, reproduce, distribute, communicate to the public, make available, transmit, display, and perform, the User Content in connection with the operation of the Services, the promotion, advertising or marketing of the Services, and the operation of Teraki’s (and its successors’ and affiliates’) business. This license is worldwide, royalty-free, sublicensable (through multiple tiers) and transferable and granted for the maximum duration afforded under the underlying intellectual property rights. Where required by mandatory law, this license shall be terminated when you terminate your Account or we terminate your access to the Services.

For the avoidance of doubt, such license includes any and all rights in or to the User Content, including, without limitation, copyright, rights of privacy or rights of publicity. Where applicable and permitted under applicable law, you also agree to waive and not enforce any “moral rights” or rights, such as your right to be identified as the author of your User Content, including Feedback, and your right to object to derogatory treatment of such User Content. To the extent permissible under applicable law, if such moral rights are not waivable, then you at least agree not to sue us for failure to identify you as the author of any User Content or for any use of your User Content on or in connection with the Service.

You also agree that, if you create your User Content with one or more collaborators, you will ensure that each such collaborator either (a) has an Account and has agreed to these Terms or (b) has granted to you all of the rights that you need in order for you to grant the licenses that you grant to us herein in such User Content.

Provided Content

The Services may include features that allow other users and/or listeners to create User Content that is provided to you for use in connection with your User Content, such as through the “Review and Rate” features (“Provided Content”). If your User Content makes use of or includes any Provided Content, or any other content created by any third party, you represent and warrant that you have all rights and permissions necessary to grant the licenses granted in Section 4(b) above.

If you create, contribute content for, produce, record, participate in, contribute to, share or otherwise assist in creating any Provided Content for use by another user’s Account, you grant to such user a non-exclusive license to use, edit, modify, create derivative works from (including transcriptions of Provided Content), aggregate, reproduce, distribute, communicate to the public, make available, transmit, display, and perform the Provided Content in connection with the operation of the Services, promotion, advertising or marketing of the Services, and the operation of Teraki’s (and its successors’ and affiliates’) business. This license is worldwide, royalty-free, sublicensable (through multiple tiers) and transferable for the maximum duration afforded under the underlying intellectual property rights. You acknowledge and understand that any sharing of Provided Content with one or more other users is voluntary, and the recipient of any Provided Content has no obligation to incorporate or otherwise use such Provided Content in their User Content. You also agree that, if another user decides to use your Provided Content in connection with such user’s User Content, this does not result in you acquiring an ownership interest in such User Content.

Feedback

If you provide feedback, ideas or suggestions to Teraki in connection with the Service or ( “Feedback” ), you acknowledge that the Feedback is not confidential and you authorize Teraki to use that Feedback without restriction and without payment to you. Feedback is considered a type of User Content.

5.Advertisements on your Podcast (Monetization Services)

 

a. Embedded Advertising

You will ensure that all advertising or sponsorship messages contained in your User Content provided through the Monetization Services, comply with Teraki’s Advertising Editorial Policies. If you think the advertisement you are running doesn’t comply with Teraki’s Advertising Policies, please write us an email on support@terakiapp.com regarding this matter. Notwithstanding the foregoing, you acknowledge that advertising and/or sponsorship messages submitted through the Monetization Services containing pornographic content, or for firearms, ammunition, weapons, or that relate to political or religious organizations or paid advertising for any competitive audiobook, podcasting or audio streaming services, or any other content that is prohibited/restricted under local laws, is not permitted. No data provided by Teraki or acquired by you in relation to usage of the User Content on the Services may be used for the purposes of targeting for advertisers. You shall not use the “Teraki” name or brand marks, including the “Teraki for Creators” name or brand marks, in any advertising sales collateral without prior approval from Teraki. Teraki has the right to, but does not necessarily, monitor the User Content containing embedded advertising. Teraki does not place or distribute embedded advertising in User Content – you personally decide on the placement and distribution of embedded advertising in your User Content. However, Teraki reserves the right to remove any User Content that contains any embedded advertising and/or sponsorship messages that do not comply with these Terms. You agree that cookies may only be used in and/or in relation to the User Content to improve the user experience.

b. Fees and Payment

The amount of revenue or financial support earned through your use of the Monetization Services may be subject to certain fees retained by Teraki in accordance with the applicable sections of royalty payment or as otherwise presented to you. As of now fees retained and royalty payments is 0. Variations or changes to such fees as they pertain to your usage of the Monetization Services may be agreed upon from time to time with Teraki in writing. Teraki reserves the right to charge you a portion of any costs of any chargeback. Without limiting anything herein to the contrary, Teraki also reserves the right to change the royalty payment from time to time, with reasonable prior notice to you in writing. Fees may be withdrawn from revenue prior to it becoming available to you. The ability to withdraw revenue may be delayed before it becomes available to you, or may be subject to other restrictions such as minimum withdrawal thresholds as informed to you from time to time.

Unless stated otherwise, the amounts to be paid under this Agreement are exclusive of VAT, GST, HST, sales taxes or other similar taxes, duties, charges or assessments (“Indirect taxes”). Indirect taxes will be added on top of agreed amounts as per local legislation. Each party shall be solely responsible for payment of all Indirect taxes it is legally obliged to pay arising as a result of this Agreement or otherwise. Further each party shall be solely responsible for collection and remittance of all Indirect taxes it is legally obliged to collect and remit. Each party shall be solely responsible for payment of any tax assessed on its income. The Parties acknowledge that as of the Effective Date and to the best of their knowledge, there is no withholding tax applicable to payments due under this Agreement. In case the local law and /or changing in the law requires the application of withholding tax, both parties will work together to mitigate it. The parties further acknowledge that they will collect all relevant documentation needed in the event of a tax audit.

c. Suspension; Refunds

If Teraki reasonably suspects you are abusing the Monetization Services in any way, or are being negligent in your communication with advertisers or users, or believes that you are being negligent with your upkeep of the Monetized Content, Teraki may, subject to Section 7, in its sole discretion and without limiting other remedies, limit, suspend, or terminate your Account(s) and access to the Monetization Services, delay or remove hosted content, remove any special status associated with your Account(s), remove, not display, and/or demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using the Teraki Services.

d. Monetized Content

You are solely responsible for your Monetized Content and your usage of the Monetization Services and compliance with any laws or regulations related to them, including without limitation, the following:

  1. Any claims or warranties you make in connection with the Monetization Services and any claims made by other users against you as they relate to the Monetized Content or your usage of the Monetization Services;
  2. Handling any comments or complaints related to your usage of the Monetization Services, including without limitation any issues related to payments, promotions, refunds or chargebacks.;
  • Compliance with any consumer, securities and related laws and regulations; and
  1. Any claims arising out of your disparagement of Sponsors in your User Content, including any Monetized Content.

You acknowledge and agree that Teraki is not responsible for examining or warranting the Monetized Content through the Monetization Services, and you will not attempt to hold Teraki or Teraki’s third party service providers liable for inaccuracies. You shall ensure that all Monetized Content and other content and information directly associated with your usage of the Monetization Services is accurate. You further acknowledge and agree that, while Teraki has no obligation to do so, Teraki may monitor, review, revise, modify, analyze, evaluate, obfuscate or delete the Monetized Content, including any data or content associated with the Monetized Content, to, among other things, supplement, remove or correct information, in its sole discretion, as well as to provide you with optional recommendations to consider when creating and operating the Monetized Content.

6. Data Protection

Where you are an individual, Teraki will process your personal data in accordance with our Privacy Policy. Where you are an entity providing or receiving personal data to or from Teraki in connection with the Services, the remaining provisions of this Section 6 (Data Protection) shall apply.

  1. You may share personal data with Teraki, as part of registering for and using the Services in which case both you and Teraki are independent controllers of the personal data that is shared. The personal data may include registration data, content and usage data and will be used by Teraki to provide the Services and otherwise as described in our Privacy Policy.
  2. You may receive some personal data from Teraki (for example email addresses for direct marketing purposes) where agreed with Teraki and subject to applicable terms and conditions. You shall comply with all applicable privacy and direct marketing rules in connection with the use of that personal data including managing any withdrawals of consent.
  3. Each of you and Teraki are separately responsible for complying with any applicable obligations under applicable data protection and privacy legislation and each of you and Teraki commits that it shall comply.
  4. You shall ensure that data subjects whose personal data you share with Teraki are provided with a copy of Teraki’s Privacy Policy and that you have a lawful basis to share such personal data with Teraki.
  5. Each of you and Teraki shall provide reasonable information and cooperation where requested by the other in respect of requests or complaints from regulatory bodies or data subjects.

7. Termination

To the extent permissible under applicable law, we may terminate your access to all or any part of the Services at any time, for any reason, which may result in the forfeiture and destruction of all information, including User Content, associated with your Account.

We may temporarily restrict or suspend your access to all or any part of the Services with immediate effect provided that we provide you with a statement of reasons for such restriction or suspension.

We may terminate, restrict or suspend your access to all or any part of the Services for any reason, including but not limited to: (a) your failure to comply with these Terms, (b) your infringement of the intellectual property rights of Teraki or a third party; (c) your failure to comply with the law, including but not limited to any fraudulent activity or misleading advertising; or (d) your upload of any unlawful User Content.

To the extent permissible under applicable law, you agree that we will not be liable to you or any third party, including Sponsors associated with your use of the Monetization Services, for any termination, restriction or suspension of your access to or use of the Services.

If you wish to terminate your Account for any reason, you may do so by contacting us via support@terakiapp.com

8. Limitation of Liability

This Section 8 applies to the fullest extent permitted under applicable law:

You agree that your sole and exclusive remedy for any problems or dissatisfaction with the Services is to stop using the Service. You agree that Teraki has no obligation or liability arising from or related to third party services made available through or in connection with the Services.

In no event will Teraki and its affiliates, and its and their officers, directors, shareholders, employees, agents, suppliers, partners or third-party licensors, and any successors or assigns, be liable for (1) any indirect, special, incidental, punitive, exemplary, or consequential damages; (2) any loss of use, data, business, or profits (whether direct or indirect), in all cases arising out of the use of or inability to use the Services, or third party services, regardless of legal theory, without regard to whether Teraki has been warned of the possibility of those damages, and even if a remedy fails of its essential purpose; or (3) aggregate liability for all claims relating to the Services more than the amounts paid by you to Teraki during the prior twelve months in question.

Nothing in the Terms removes or limits Teraki’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, any other liability which cannot be limited or excluded under applicable law.

You agree that any claim against Teraki must be commenced (by filing a demand for arbitration or filing an individual action under the Arbitration Agreement below within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.

9. Miscellaneous

  1. Governing Law and Jurisdiction.

These Terms will be governed by and construed in accordance with the laws of the United States (including federal arbitration law) and the State of Delaware, United States of America, and / or the Federal Laws of Ethiopia  without regard to choice or conflicts of law principles. You agree that any dispute arising from or relating to the subject matter of these Terms.

  1. Entire Agreement and Severability.

These Terms are the entire agreement between you and us with respect to the Services and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. 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 will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder

  1. Force Majeure.

We will not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

  1.  Assignment  

To the fullest extent permissible under applicable laws, these Terms are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder, in whole or in part, without your consent and without notice to you.

  1. Agency 

Except as otherwise stated, no agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect.

  1.  Notices

Unless otherwise specified in these Terms, all notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mai/emaill, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to and from our support team.

  1. No Waiver.

Our failure to enforce any part of these Terms will not constitute a waiver of our right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.

10. Contact

For customer support queries, please contact our customer service department using our customer support at support@terakiapp.com

2022 © Teraki

support@terakiapp.com