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Welcome to Goodpods™, an online place for you to discover, track and communicate about podcasts with friends and our community (the “Service”).  The Service is operated by Goodpods LLC (“Goodpods,” “we,” “our” or “us”) and is accessible on mobile devices using our app (the “App”) or on our website at www.goodpods.com (the “Site”).  Please read carefully the following terms and conditions (this “Agreement”) governing your use of the Service and the content, information or materials we provide as part of the Service, including access to podcasts, User Content (as defined below) and other content of third parties (the “Goodpods Content”).  As used in this Agreement, the term “Affiliated Parties” of Goodpods means its officers, directors, members, agents, representatives, contractors, employees, licensors and assignees.
BY CREATING AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT.  IF YOU DO NOT ACCEPT ALL OF THE TERMS OF THIS AGREEMENT, DO NOT USE THE SERVICE.  We may modify this Agreement from time to time;  when modifications are made, we will make the revised version available on the Site, indicating at the top of this page the date on which revisions were last made.  YOUR USE OF THE SERVICE AFTER SUCH POSTING WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH REVISIONS.
ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. WE EXPLAIN HOW YOU CAN OPT OUT OF ARBITRATION BELOW.
1.              Privacy Policy.  This Agreement incorporates by reference our Privacy Policy[GN1] , so please review it carefully.
2.              Eligibility.  This Service is intended solely for Users who are thirteen (13) years of age or older, and any registration, use or access to the Service by anyone under thirteen (13) is unauthorized, unlicensed and in violation of this Agreement.  If you are over thirteen (13) but under eighteen (18) years of age you may use the Service only if you either are an emancipated minor or possess legal parental or guardian consent and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
3.              Use of the Service; Your Account.  You do not have to register in order to visit the Site.  However, in order to use the App, you will need to register with Goodpods and create a "Member" account, which requires you to provide us with information about yourself, which may include your full name, email address, telephone number  and a password; by providing us with this information, you consent to our use of such information in accordance with our Privacy Policy[GN2] . Your account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion.  You may never use another member’s account without permission. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your account, and you agree to accept responsibility for all activities that occur under your account or password. You agree to notify us immediately of any breach of security or unauthorized use of your account.  You may change the settings on your “Settings[GN3] ” page to control your profile and how other members communicate with you.
You are solely responsible for your interactions with other users of the Service.  We reserve the right, but have no obligation, to monitor disputes between you and other users of the Service, but we shall have no liability for your interactions with other users of the Service.
In order to protect users of our Service from unsolicited advertising or solicitation, we reserve the right to restrict the number of communications that a user may send to other users of the Service in any 24-hour period to a number that we deem appropriate in our sole discretion.
The Service is subject to scheduled and unscheduled interruptions.  All aspects of the Service are subject to change or elimination at our sole discretion.  You agree that Goodpods will not be liable to you for any interruption of the Service, delay or failure to perform.
5.              License.  Subject to the terms and conditions of this Agreement, we grant you a limited, non-exclusive, non-sublicensable, non-transferable and revocable license to use the App and Site in order to access the Service and Goodpods Content.  This license is valid so long as your account has not been terminated by us or by you, or you are not otherwise barred from the Service by applicable law.  If this Agreement is not enforceable where you are located, you may not use the Service.  All rights not expressly granted to you in this Agreement are reserved and retained by Goodpods or our licensors, suppliers, publishers, rightsholders, or other content providers.
6.              User Content.  The Service enables you to post or submit content and materials for publication (“User Content”).  By posting User Content, you represent to us that you own or have sufficient rights to the User Content, and you grant to us the perpetual and irrevocable right to use, reproduce, modify, adapt and publish the User Content for the purpose of offering the Service; this license survives the termination of this Agreement[GN4] . We reserve the right to monitor, reject and/or remove any User Content at any time.
7.              Restrictions.  You agree to the following restrictions in your use of any of the Services:
a.              You may not decompile or reverse engineer the App or its underlying technology;
b.              You may not resell any part of the Service or its contents;
c.              You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout or form) of Goodpods without our express written consent;
d.              You may not use any meta tags or any other "hidden text" utilizing our name or trademarks without our express written consent;
e.              You may not use any of the Service for the purpose of creating or maintaining a competitive product or service;
f.               You may not download, copy or use account information for the benefit of any third party;
g.              You may not interfere with the rights of other users to use any of the Service;
h.              You may not use any of the Service for any unlawful purpose;
i.               You may not impersonate another person or use another user’s account information without permission;
j.               You may not violate our security features, including without limitation, logging into a server that you are not authorized to access, probing the vulnerability of our systems and networks, or otherwise transmitting to or through any of the Service material that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and
k.              You may not post, transmit or otherwise make available through any of the Services any information or other material that: (i) infringes or otherwise violates the rights of any third parties; or (ii) is harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, or contains pornography or racially, ethnically or otherwise objectionable material of any kind, including, but not limited to, any material that encourages conduct that would constitute a criminal offense.
If you violate any of the foregoing restrictions, we may immediately terminate your Goodpods account, and you may also be subject to civil or criminal penalties.
8.                   Third Party Sites.  The Services may include links to other websites or applications, or functionality to connect with other websites (each, a “Third Party Site”) or advertisements.  We do not control or endorse any Third Party Site or advertisements, and we are not responsible for any content, product, advertising and other materials presented in or provided by such Third Party Site or advertisement. Your use and access of a Third Party Site is at your own risk and is subject to the terms and conditions for such Third Party Site.
a.              By Goodpods.  We may terminate or suspend your right to use any of the Services at any time for any or no reason by providing you with written or email notice of such termination or suspension, and such termination or suspension shall be effective immediately upon delivery of such notice.
b.              By You.  You may cancel your account and terminate this Agreement at any time[GN5] .
c.              Effect of Termination.  All sections of this Agreement that by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
10.           Disclaimer of Warranties and Limitations of Liability.  PLEASE READ THIS SECTION CAREFULLY.  THIS SECTION LIMITS THE LIABILITY OF GOODPODS AND ITS AFFILIATED PARTIES.  EACH OF THE SUBSECTIONS BELOW APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
a.              "As-Is" Basis. GOODPODS PROVIDES THE SERVICE, INCLUDING THE SITE, THE APP AND GOODPODS CONTENT, ON AN "AS IS" AND "AS AVAILABLE" BASIS.  YOUR USE OF THE SERVICE, THE SITE, THE APPS AND GOODPODS CONTENT, IS AT YOUR OWN DISCRETION AND RISK.
b.              No Warranties; Release. GOODPODS MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO ANY OF THE SERVICE, THE SITE OR THE APP, OR ANY GOODPODS CONTENT, AND WE HEREBY EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT WITH RESPECT TO THE SERVICE, THE SITE OR THE APP, OR ANY GOODPODS CONTENT.  WE DO NOT WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY GOODPODS CONTENT.  WE DO NOT WARRANT THAT YOUR USE OF THE SERVICE, THE SITE OR THE APP, OR THE GOODPODS CONTENT WILL BE SECURE, UNINTERRUPTED, ERROR-FREE, AVAILABLE, ACCURATE, OR THAT ANY DEFECTS THEREIN WILL BE CORRECTED.  YOU HEREBY RELEASE GOODPODS AND ITS AFFILIATED PARTIES FROM ANY CLAIMS, DEMANDS, DAMAGES, LIABILITY, COSTS OR EXPENSES, OF EVERY KIND AND NATURE, KNOWN OR UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICE, THE SITE OR THE APP, OR THE GOODPODS CONTENT.
c.              Limitation of Liability.  IN NO EVENT WILL GOODPODS OR ITS AFFILIATED PARTIES BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICE, THE SITE OR THE APP, OR THE GOODPODS CONTENT.
d.              Maximum Liability. WITHOUT LIMITING ANY OTHER PROVISION IN THIS AGREEMENT, THE MAXIMUM AGGREGATE LIABILITY OF GOODPODS TO YOU FOR LOSSES OR DAMAGES YOU SUFFER IN CONNECTION WITH THE SERVICE, THE SITE OR THE APP, OR THE GOODPODS CONTENT, IS LIMITED TO THE GREATER OF (I) THE AMOUNT PAID, IF ANY, BY YOU TO GOODPODS IN CONNECTION WITH THE SERVICE IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY, OR (II) $100.
e.              Sole and Exclusive Remedy. YOUR ONLY RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICE, THE SITE OR THE APP, OR THE GOODPODS CONTENT, OR ANY OTHER GRIEVANCE RELATED THERETO, SHALL BE YOUR TERMINATION OF YOUR ACCOUNT AND DISCONTINUATION OF ACCESS TO, OR USE OF, THE SERVICE, THE SITE, THE APP AND THE GOODPODS CONTENT.
11.           Indemnification.  You agree to indemnify, defend and hold harmless Goodpods and its Affiliated Parties from and against any and all claims, losses, expenses, demands or liability, including attorneys' fees and costs incurred by Goodpods and its Affiliated Parties in connection with any claim by a third party (including an intellectual property claim) arising out of (i) your use or misuse of the Service, the Site, the App or Goodpods Content, (ii) any User Content you submit, post or transmit through the Service, (iii) your violation of this Agreement or your violation of any rights of a third party, or (iv) your violation of any applicable law, rules or regulations. You agree that you will cooperate as reasonably requested by Goodpods in the defense of such claims.  Goodpods and its Affiliated Parties reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
12.           Digital Millennium Copyright Act:  Goodpods respects the intellectual property rights of others and expects its users to do the same.  We may remove content that, in our view, appears to infringe the intellectual property rights of others.  In addition, Goodpods, in its sole and absolute discretion, may terminate the right to use any of the Services of any user who infringes the intellectual property rights of others.  If you believe any material on any of the Services infringes your copyright, you may request removal of that material from the Service by contacting Goodpods’s copyright agent (identified below) and providing the following information: (i) identification of the copyrighted work that you believe to be infringed (please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work); (ii) identification of the material that you believe to be infringing and its location (please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material); (iii) your name, address, telephone number and (if available) e-mail address; (iv) a statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law; (v) a statement that the information that you have supplied is accurate, and indicating that "under penalty of perjury," you are the copyright owner or are authorized to act on the copyright owner's behalf; and (vi) a signature or the electronic equivalent from the copyright holder or authorized representative.  Submit information to:
i.                  Arbitration.  Any legal controversy or legal claim arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the Consumer Arbitration Rules of the American Arbitration Association.  Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party.  The arbitration shall be conducted in Los Angeles, California, and judgment on the arbitration award may be entered into by any court having jurisdiction thereof. Goodpods may seek any interim or preliminary relief from a court of competent jurisdiction in Los Angeles, California, necessary to protect the rights or property of Goodpods pending the completion of arbitration.  In any arbitration arising out of or related to this Agreement, the arbitrator(s) shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.  If the arbitrator(s) determine a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator(s) may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.  Should either party file an action contrary to this provision, the other party may recover costs and attorneys’ fees reasonably incurred in challenging such action.  You can opt out of this provision within thirty (30) days after the date that you agreed to this Agreement. To opt out, you must send your name, residence address, username, email address or phone number you use for your Goodpods account, and a clear statement that you want to opt out of this arbitration agreement, and you must send them to this address: Goodpods, LLC, Attention: Goodpods Arbitration Opt-out, [address[GN8] ]. This arbitration provision is governed by the Federal Arbitration Act.
ii.                  Class Action Waiver.  YOU AND GOODPODS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER AGREE WITH GOODPODS THAT NEITHER YOU NOR GOODPODS WILL JOIN ANY ARBITRAL CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY IN A LAWSUIT, ARBITRATION OR OTHER PROCEEDING; THAT NO ARBITRAL CLAIM WILL BE RESOLVED ON A CLASS-WIDE BASIS; THAT NEITHER YOU NOR GOODPODS WILL ASSERT AN ARBITRAL CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE; AND BOTH PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS.
iii.                  Governing Law and Venue. To the extent not preempted by or inconsistent with federal law, this Agreement shall be construed in accordance with and governed by the laws of the United States and the State of California, without reference to their rules regarding conflicts of law. If the Arbitration provision of this Agreement in Section 13(a)(i) shall be found to be unlawful, void or for any reason unenforceable, then any lawsuit or claim arising out of this Agreement shall be brought exclusively in the federal or state court located in Los Angeles, California, and you hereby agree to the personal jurisdiction of such courts.
b.              No Joint Venture or Partnership.  Nothing in this Agreement is intended to or should be construed as creating an agency, partnership, joint venture, employer-employee or contractor relationship between you and Goodpods.
c.              Severability.  If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties’ intention, and all remaining provisions of this Agreement shall remain in full force and effect.
d.              Waiver.  No waiver of any breach of any provision of these Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
e.              Assignment.  This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but it may be transferred or assigned by Goodpods without restriction.
f.               Complete Agreement.  This Agreement contains the entire agreement between you and Goodpods regarding the use of the Service and supersedes any prior agreement between you and Goodpods on such subject matter.  The parties acknowledge that no reliance is placed on any representation made but not contained in this Agreement.
g.              Contact Information.  If you have any questions or need further information as to the Service, or need to notify Goodpods as to any matters relating to the Service, please contact us at: