Rephonic

Terms of Service

Last Updated: May 30, 2024

This Terms of Service Agreement ("Agreement") is entered into by and between Babadan Labs, an LLC incorporated in Delaware ("Babadan Labs" or Rephonic" or Company), and the user ("User") of the Company's online services and database of podcast information ("Services"). 

Rephonic is a service fully owned and operated by Babadan Labs, LLC.

1. Introduction

1.1 Parties. This Agreement is between Rephonic and User. If User is entering into the Agreement on behalf of a company or organization, User represents that they have authority to bind that entity.

1.2 Overview. This Agreement governs User's access to and use of the Services. The Services include Rephonic's database of podcast information, data exporting tools, searching features, messaging services, and related functions available through Rephonic's website and mobile applications. 

1.3 Acceptance of Terms. By accessing or using the Services, User agrees to be bound by this Agreement. This Agreement applies to all visitors, users, subscribers, and others who access or use the Service.

1.4 Changes to Agreement. Rephonic may modify this Agreement at any time by posting the revised Agreement on the Services website. User's continued use of the Services constitutes acceptance of the revised terms. User should review this Agreement periodically for changes. User's continued use of the Service will be deemed as acceptance of any modifications to this Agreement.

1.5 Definitions. Certain capitalized terms used in this Agreement are defined below:

(a) "User Content" means any data, content, messages, or materials provided by User through the Services.

(b) "Subscription" means User's subscription plan to access certain paid Services. 

(c) "Subscription Term" means the duration of User's Subscription.

(d) “Rephonic Content” means all content available on the Service that is owned or licensed by Rephonic, including but not limited to text, data, information, images, photographs, music, sound, video, graphs, diagrams, software, code, and other materials. 

(e) “Feedback” means suggestions, comments, inputs, ideas, reports of defects or errors, and other feedback provided by User relating to the Services.

2. Access and Use of the Services

2.1 License Grant. Subject to the terms of this Agreement, Rephonic grants User a limited, revocable, non-exclusive, non-transferable license to access and use the Services solely for User's internal business purposes permitted by the normal functionality of the Services.

2.2 License Restrictions. User shall not: 

(a) Copy, modify, distribute, sell, resell, rent, lease, sublicense, transfer, or otherwise provide access to any portion of the Services to any third party;

(b) Use the Services to provide services to third parties, including using the Services to process data or perform services for the benefit of any third party; 

(c) Use the Services for any unlawful purpose, or any purpose prohibited under this Agreement;

(d) Reverse engineer, decompile, disassemble, or otherwise attempt to obtain or derive the source code, underlying ideas, algorithms, file formats, programming interfaces, or non-public APIs for the Services;

(e) Remove or obscure any proprietary or copyright notices displayed in the Services;

(f) Access the Services to build a competitive product or service, benchmark, or conduct performance testing; 

(g) Interfere with the proper working of the Services or attempt to circumvent any security, rate limits, access controls, or authentication mechanisms;

(h) Impose an unreasonable load on the Services infrastructure or exceed usage limits;

(i) Use the Services beyond the scope of the license granted herein;

(j) Provide access to the Services to any third party; or

(k) Access the Services for purposes of monitoring performance or functionality, or for any competitive purposes.

2.3 User Content

(a) User is solely responsible for any User Content submitted, displayed, linked to, or otherwise made available through the Services. User represents that User has the necessary rights and permissions to use and share the User Content. 

(b) User grants Rephonic a non-exclusive, worldwide, royalty-free license to store, reproduce, modify, distribute, publicly display, and otherwise use User Content to provide and improve the Services. This license survives termination of User's account or this Agreement.

(c) User represents and warrants that User has the necessary rights and permissions to grant the license in Section 2.3(b) and that use of User Content as permitted herein does not infringe or violate any third party rights or applicable laws.

(d) Rephonic may remove or disable access to any User Content at any time for any reason. Rephonic may preserve and disclose User Content if required by law.

2.4 Account Security. User is responsible for safeguarding User's username, password, API keys, and any other login credentials for the Services. User shall not share such credentials with any third party or allow third parties to access User's account. User must promptly notify Rephonic of any unauthorized access to User's account.

2.5 Code of Conduct. User shall not use the Services to:

(a) Violate any law, regulation, or third party rights;

(b) Infringe upon, harm, or threaten to harm the rights of any third party including privacy, intellectual property, or other legal rights;

(c) Distribute spam, chain letters, phishing, or other unsolicited communications; 

(d) Store or transmit malware, viruses, Trojan horses, worms, time bombs, or any other harmful code;

(e) Promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;

(f) Bully, stalk, intimidate, assault, defame, harass or otherwise violate the legal rights of others;

(g) Access or tamper with non-public areas of the Services,Rephonic’s computer systems, or the systems of Rephonic’s technical providers;

(h) Probe, scan, or test the vulnerability of any system, subnet or network related to the Services;

(i) Breach or otherwise circumvent any security or authentication measures related to the Services;

(j) Interfere with the proper working of the Services or impede others’ use of the Services;

 (k) Access, search, or create accounts for the Services by any means other than Rephonic’s publicly supported interfaces (for example, "scraping" or creating accounts in bulk);

(l) Forge headers or otherwise manipulate identifiers to disguise the origin of any content transmitted through the Services;

(m) Take any action that imposes an unreasonable or disproportionately large load on Rephonic’s infrastructure, as determined in Rephonic’s sole discretion; or

(n) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services.

2.6 Monitoring. Rephonic may monitor User's use of the Services to ensure compliance with this Agreement. This may include accessing or reviewing User Content.

2.7 Suspension/Termination. Rephonic may restrict, suspend, or terminate User's access to all or any portion of the Services at any time and for any reason. User will continue to be charged for any paid Services during any suspension period. Refunds will not be provided for suspensions due to violations of this Agreement.

3. Subscription Access

3.1 Paid Accounts. User must register and maintain an active paid Subscription to access premium features of the Services. Additional terms may apply to certain Subscription plans.

3.2 Payment Terms. User agrees to pay Subscription fees in advance. User is responsible for keeping payment information current and User's account in good standing. 

3.3 No Refunds. Except as required by law, or specified by our Refund Policy, Rephonic does not provide refunds for Subscription fees, including for suspension, cancellation, or non-use of the Services.

3.4 Subscription Terms. Subscriptions automatically renew for successive renewal terms unless canceled. The renewal term will be the same length as the then-expiring term.

3.5 Cancellation. User may cancel a Subscription at any time by emailing Rephonic at support@rephonic.com with the cancellation request. Cancellations are effective at the end of the current Subscription Term. User will retain paid access until the end of the then-current Subscription Term and the Subscription will not renew after the final term expires. Rephonic does not provide prorated refunds for unused Subscription time.

3.6 Changes to Fees. Rephonic may change Subscription fees for any renewal term by notifying User at least 30 days prior to the end of the then-current Subscription Term. Changes are effective at the start of the next renewal term. If User objects to the changes, User must cancel the Subscription as provided in Section 3.5.

4. Intellectual Property Rights

4.1 Services Ownership. The Services and all related intellectual property and proprietary rights are the exclusive property of Rephonic and its licensors. The Services contain Rephonic's confidential and proprietary information which User may not copy, modify, distribute, sell, or lease. User does not acquire any ownership rights by using the Services. The Rephonic name, logo, and designs are trademarks of the Company, and may not be copied, imitated or used without the Company’s prior written consent.

4.2 Limited Access License. Rephonic grants User a limited, revocable, non-exclusive, non-transferable license to access and use the Services solely as permitted by this Agreement and subject to all limitations and restrictions specified herein. Rephonic reserves all rights not expressly granted in this Agreement.

4.3 User Content License. User retains ownership of User Content uploaded or submitted by User. User hereby grants to Rephonic a non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable, perpetual license and right to use, modify, publicly display, reproduce and distribute User Content to the extent necessary to provide the Services. 

4.4 Feedback. By submitting any Feedback, User agrees that such Feedback will automatically be deemed to be the sole property of Rephonic. User agrees to irrevocably waive any claims to Feedback submitted. Rephonic will be entitled to unrestricted use and dissemination of Feedback for any purpose whatsoever, commercial or otherwise, without acknowledging or compensating User. User waives any rights User may have to the Feedback (including any copyrights).

4.5 Trademarks. The trademarks, logos, service marks, and trade names of the Rephonic displayed on the Service are the property of Rephonic. User has no rights to use any such trademarks, logos, service marks, or trade names.

5. Disclaimers; Limitation of Liability

5.1 Disclaimers. THE SERVICES AND REPHONIC CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. REPHONIC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. REPHONIC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE ACCURACY, SUITABILITY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SERVICES OR REPHONIC CONTENT.

5.2 Third Party Content/Services. Third party content, recommendations, websites, products, or services may be referenced, recommended, advertised, made available or otherwise linked to from the Services. Rephonic does not endorse or sponsor any third party content, recommendation, product, services or material. User accesses and uses third party content, recommendations, websites, products or services at User's own risk.

5.3 Limitation of Liability. REPHONIC SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COSTS OF PROCUREMENT, OR OTHER TANGIBLE OR INTANGIBLE LOSSES ARISING FROM OR RELATING TO THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL REPHONIC BE LIABLE FOR ANY DAMAGE, LOSS OR EXPENSE ARISING OUT OF OR IN CONNECTION WITH USER'S NEGLIGENCE, MISUSE OF THE SERVICES, FAILURE TO FOLLOW REPHONIC’S INSTRUCTIONS, DIRECTION OR RECOMMENDATIONS, OR VIOLATION OF ANY LAW. IF USER IS DISSATISFIED WITH THE SERVICE, USER’S SOLE REMEDY SHALL BE TO STOP USING THE SERVICE. 

5.4 Cap on Liability. UNDER NO CIRCUMSTANCES SHALL REPHONIC’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY USER TO REPHONIC FOR USE OF THE SERVICES IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN REPHONIC AND USER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY.

6. Indemnification

User agrees to defend, indemnify and hold harmless Rephonic and its affiliates, directors, officers, employees, and agents from any third party claims, damages, liabilities, costs, and expenses, including reasonable attorney fees and court costs, arising from or relating to: (i) User’s use of the Services in violation of this Agreement or applicable law; (ii) User Content; (iii) User's violation of any third party rights, including any intellectual property rights or privacy rights; or (iv) User’s violation of any law or regulation. Rephonic reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any such claim or action and all negotiations for settlement. User agrees to reasonably cooperate with Rephonic in the defense of any such matter.

7. Account Security and Privacy

7.1 Account Credentials. User is solely responsible for maintaining the confidentiality of User’s username, password, and all other account credentials required to access the Services. User agrees not to share such credentials with any third party. User must immediately notify Rephonic of any unauthorized use of such credentials or other security breach. 

7.2 Privacy Policy. Please review our Privacy Policy which describes the ways we collect and process User information. 

8. Term; Termination

8.1 Term. This Agreement remains in effect so long as User maintains an account with the Services or accesses the Services, subject to User's payment of applicable Subscription fees.

8.2 Termination for Breach. Rephonic may immediately terminate or restrict User’s account and access to the Services for any breach of this Agreement. Rephonic will make reasonable efforts to notify User of any such termination via email. However, Rephonic may terminate User's account whether or not User receives notice.

8.3 Effects of Termination. Upon termination of User’s account and access to the Services: 

(a) All licenses and rights to use the Services will immediately terminate;

(b) User will immediately cease using the Services;

(c) User Content may be deleted, including any content publicly posted by User; and

(d) User will not be entitled to any refunds for prepaid fees or Subscription time.

Termination of User’s account includes disabling User’s access to or use of the Services and may also include deletion of User Content associated with User’s account(s). Rephonic shall not be liable to User or any third party for termination of access or deletion of User Content pursuant to this Agreement.

8.4 Survival. Any provisions that by their nature should reasonably survive termination of this Agreement shall survive termination, including without limitation, provisions regarding ownership, limitations of liability, indemnification, and governing law.

9. Governing Law; Dispute Resolution

9.1 Governing Law. This Agreement is governed in all respects by the substantive laws of the State of Delaware, without regard to conflict of law rules or principles that would result in the application of the laws of any other jurisdiction. 

9.2 Mandatory Arbitration. Any dispute or claim relating to this Agreement shall be resolved by binding arbitration before the American Arbitration Association, instead of in court. Arbitration procedures are simpler and more limited than court procedures. Any arbitration will be limited to addressing the dispute between the parties and will not be joined to any other arbitrations or claimants. Any award rendered shall be final and binding. The arbitrator may award damages consistent with the terms of this Agreement.

9.3 No Class Actions. User agrees that any arbitration will be solely between User and Rephonic. User agrees not to participate in or attempt to recover through any class action proceeding. User specifically waives any right to join claims with those of any other person.

9.4 Opt-Out Right. User has the right to opt out of binding arbitration by sending written notice of User's decision to opt out to support@rephonic.com within thirty (30) days of first accepting this Agreement.

9.5 Location. The arbitration will take place in the capital city of the state where User resides. For residents outside the United States, the arbitration shall be initiated in Delaware.

9.6 Recovery Limited. In any arbitration proceeding, the arbitrator may determine liability and award damages consistent with the terms of this Agreement, but in no event will the arbitrator have authority to award damages, remedies or awards that conflict with this Agreement.

10. General Provisions

10.1 Entire Agreement. This Agreement constitutes the entire agreement between User and Rephonic with respect to the subject matter hereof and supersedes any prior representations, understandings, or agreements. No amendment or modification shall be binding against Rephonic unless made in writing and signed by an authorized representative of Rephonic.

10.2 Assignment. User may not assign or transfer any part of this Agreement without the written consent of Rephonic. Rephonic may assign this Agreement in its sole discretion.

10.3 Severability. If any provision of this Agreement is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force.

10.4 No Waiver. The failure of Rephonic to exercise or enforce any provision of or rights under this Agreement shall not constitute a waiver of such right or provision. 

10.5 Force Majeure. Rephonic will not be liable for any failure or delay in performance due to causes beyond its reasonable control including, but not limited to, labor disputes, strikes,

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