Terms of Service Agreement

Last Updated: February 12, 2026

This Terms of Service Agreement (“Agreement”) is entered into by and between Rocket Role, Inc DBA Pod Engine, a Delaware C-Corp (“Company,” “we,” “us,” or “our”), and the individual or entity accessing or using the Company’s online services, platform, website, APIs, and database of podcast information (“User,” “you,” or “your”). The Services are operated under the brand name “Pod Engine”.

BY ACCESSING, REGISTERING FOR, OR USING THE SERVICES IN ANY MANNER, YOU ARE ENTERING INTO A LEGALLY BINDING AGREEMENT WITH THE COMPANY BASED ON THESE TERMS AND OUR PRIVACY POLICY (AVAILABLE AT https://www.podengine.ai/privacy), WHICH IS INCORPORATED HEREIN BY REFERENCE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

1. Definitions

Certain capitalized terms used in this Agreement have the meanings set forth below:

(a) “API Data” means any Company Content or Third-Party Podcast Content accessed or retrieved via the Company’s Application Programming Interfaces (APIs). (b) “Company Content” means all content, data, information, text, graphics, logos, software, code, APIs, databases, and other materials owned or licensed by the Company and made available through the Services, excluding User Content and Third-Party Podcast Content. (c) “Exported Data” means any Company Content or Third-Party Podcast Content downloaded, exported, or otherwise extracted from the Services interface by the User, other than via the APIs. (d) “Feedback” means suggestions, comments, ideas, reports, or other feedback provided by User relating to the Services. (e) “Services” means the Company’s website(s) (including https://www.podengine.ai), mobile applications, APIs, databases, platforms, portals, tools, and related online services providing access to podcast information and associated features, excluding any Beta Services (as defined in Section 10) unless otherwise specified. (f) “Subscription” means User’s subscription plan to access certain features or levels of the Services. (g) “Subscription Term” means the duration of User’s active Subscription. (h) “Third-Party Podcast Content” means podcast metadata, including but not limited to artwork, titles, descriptions, episode details, host/guest names, audio snippets, and transcripts, obtained from publicly available sources (e.g., RSS feeds, podcast platforms) and displayed via the Services, which belongs to the respective podcast creators or rights holders. (i) “User Content” means any data, content, information, messages, podcast feeds (e.g., RSS), or materials uploaded, submitted, linked, transmitted, or otherwise provided by User through or in connection with the Services, excluding Feedback and Third-Party Podcast Content. (j) “Account Holder” means the individual or entity that creates a Team and holds the Subscription associated with that Team. (k) “Authorized User” means an individual who is invited by an Account Holder to access and use the Services as a member of a Team. (l) “Team” means a group account established under a single Subscription that enables multiple Authorized Users to collaborate within the Services. Not all Subscription plans support Teams.

2. License Grant and General Use Restrictions

2.1. Limited License

Subject to the terms and conditions of this Agreement and payment of applicable fees, the Company grants User a limited, revocable, non-exclusive, non-sublicensable, non-transferable license during the applicable Subscription Term to access and use the Services (including accessing API Data and generating Exported Data as permitted by the User’s Subscription level and the functionality of the Services) solely for User’s internal business purposes as permitted by this Agreement. If the User’s Subscription plan supports Teams, the Account Holder may invite Authorized Users to access the Services through the platform’s built-in invitation feature. Each Authorized User is bound by the terms of this Agreement as a condition of access. Each Authorized User must maintain unique login credentials. Granting access to Authorized Users through the Team invitation feature does not constitute sublicensing or transfer of this license.

2.2. General Restrictions

User shall not, and shall not permit any third party to: (a) Copy, modify, distribute, sell, resell, rent, lease, sublicense, transfer, assign, or otherwise provide access to any portion of the Services, Company Content, API Data, Exported Data, or Third-Party Podcast Content to any third party, except as expressly permitted in Section 2.1 (Team invitations), Section 2.3 (Agency Use), or Section 3 (Data Usage Restrictions); (b) Use the Services to provide services to third parties (e.g., service bureau) except as described in Section 2.3 (Agency Use); (c) Use the Services, Company Content, API Data, Exported Data, or Third-Party Podcast Content for any unlawful purpose or in violation of any applicable local, state, national, or international law or regulation, including infringement of third-party intellectual property rights; (d) Reverse engineer, decompile, disassemble, or otherwise attempt to discover or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs for the Services; (e) Remove or obscure any proprietary or copyright notices contained in the Services, Company Content, API Data, Exported Data, or Third-Party Podcast Content; (f) Access or use the Services, Company Content, API Data, Exported Data, or Third-Party Podcast Content to build, train, or enhance a product or service that competes directly or indirectly with the Services provided by the Company, perform benchmarking, monitor availability, performance or functionality, or for any other competitive analysis purposes; (g) Interfere with, disrupt, or attempt to gain unauthorized access to the Services, Company’s systems, or related networks; circumvent any security, rate limits, access controls, or authentication mechanisms; (h) Impose an unreasonable or disproportionately large load on the Services’ infrastructure, as determined solely by the Company. The Company reserves the right to implement and modify rate limits, usage quotas, or other restrictions at any time to ensure fair use and system stability. Users who require higher usage limits should contact hey@podengine.ai to discuss their needs. The Company may suspend or restrict access to any User whose usage patterns negatively impact service availability for other users; (i) Access, search, or create accounts for the Services by any means other than the Company’s publicly supported interfaces (e.g., scraping, crawling, or creating accounts in bulk is expressly prohibited, except for permission granted to public search engines to index publicly available content for search purposes only); (j) Use the Services to send altered, deceptive, or false source-identifying information, or forge headers; (k) Use the Services to store or transmit Malicious Code (viruses, worms, time bombs, Trojan horses, etc.); (l) Use the Services, Company Content, API Data, Exported Data, or Third-Party Podcast Content beyond the scope of the license granted herein or in violation of the rights associated with Third-Party Podcast Content.

2.3. Agency Use

An agency may use the Services, including API Data and Exported Data, strictly on behalf of its paying client’s under the agency’s valid Subscription, for internal purposes such as:

• Assisting clients with podcast guest booking and outreach
• Identifying sponsorship opportunities for clients
• Media monitoring and PR-related services
• Content research and strategy development
• Internal reporting and analysis for client benefit

The agency must ensure that: (i) the agency does not use the Services, API Data, or Exported Data to create any product or service that competes with the Company’s Services; (ii) the agency does not publicly post, distribute, or make available any API Data or Exported Data outside of internal client-facing deliverables; (iii) the agency ensures its client adheres to all terms of this Agreement, particularly the restrictions outlined in Section 2.2 and Section 3; (iv) the agency remains fully responsible and liable for its client’s use of the Services accessed via the agency’s Subscription; and (v) any client-facing materials containing API Data or Exported Data are clearly marked for internal use only and are not redistributed by the client.

2.4. Attribution

If User displays or uses any API Data or Exported Data obtained from the Services outside the direct interface of the Services (e.g., in reports, presentations, internal dashboards, internal websites, or other applications permitted under Section 3), User must conspicuously display “Data Provided by Pod Engine” adjacent to such data or content. If displayed on digital media allowing hyperlinking, this attribution must link to the Company’s primary website (https://www.podengine.ai).

The Company may grant exceptions to this attribution requirement in writing at its sole discretion. Users may request such exceptions by contacting legal@podengine.ai. Unless and until an exception is explicitly granted in writing by the Company, User must always provide attribution as described above. This attribution requirement does not grant any rights to use Third-Party Podcast Content beyond what is permitted by the respective rights holders or applicable law (e.g., fair use). Failure to provide attribution where required constitutes a breach of this Agreement.

2.5. Competitor Restrictions and Verification

(a) Definition of Competitor: For purposes of this Agreement, a “Competitor” means any person, entity, or service that:

• Operates a podcast search engine, directory, or discovery platform
• Provides podcast data aggregation, analytics, or intelligence services
• Offers podcast API services or data feeds
• Develops podcast guest booking platforms or software tools
• Creates podcast monitoring or media intelligence services
• Provides podcast transcription services as a primary business
• Operates any service substantially similar to Pod Engine

This includes, but is not limited to: Rephonic, Podchaser, Listen Notes, Podcast Index, Pod Pitch, Novacast.ai, Podscan.fm, Podscribe, and similar services.

(b) Verification Rights: The Company reserves the right to:

• Request additional verification of User’s identity, employer, and business purpose at any time
• Require disclosure of User’s employer, company affiliation, and intended use case upon request
• Monitor usage patterns for suspicious activity indicative of competitive use
• Suspend access pending verification if competitive use is suspected

(c) Failure to Comply: Failure to provide requested verification information within 5 business days will result in immediate account suspension. Providing false information constitutes fraud and breach of contract.

(d) Remedies for Violation: In addition to all other remedies available at law or equity, violation of competitor restrictions will result in:

• Immediate account termination without refund
• Forfeiture of all fees paid
• Liability for liquidated damages of $50,000 or actual damages, whichever is greater
• Recovery of all legal fees and costs incurred in enforcement

3. Data Usage Restrictions (API Data and Exported Data)

In addition to the General Restrictions in Section 2.2, the following specific restrictions apply to any API Data or Exported Data obtained from the Services:

3.1. Internal Use Only

API Data and Exported Data are licensed solely for User’s internal use to service User’s own customers or support User’s internal business needs. For purposes of this section, “internal use” includes access by Authorized Users within the same Team for collaborative business purposes.

3.2. No Public Distribution or Resale

User is expressly prohibited from: (a) Posting, publishing, sharing, distributing, or otherwise making any API Data or Exported Data publicly available in any form (e.g., on websites, public forums, social media), unless User obtains prior, explicit written permission from the Company for the specific data and intended use, or unless attribution as required by Section 2.4 is provided. (b) Distributing or making available any API Data or Exported Data via User’s own API or any similar data-sharing mechanism. (c) Selling, reselling, licensing, sublicensing, renting, leasing, or otherwise commercially exploiting any API Data or Exported Data, either directly or indirectly.

3.3. Use with User’s Customers

If User displays or presents any API Data or Exported Data to its own customers as part of User’s services (in accordance with Section 3.1), User must: (a) Make reasonable technical and contractual efforts to prevent such customers from exporting, scraping, copying, downloading, or otherwise extracting the API Data or Exported Data provided by User. (b) Contractually obligate its customers to agree not to further distribute, resell, or publicly display the API Data or Exported Data. User is responsible for enforcing these obligations.

3.4. No Competitive Use

User shall not use any API Data or Exported Data, in whole or in part, to create, develop, train, enhance, or operate any product, service, database, or platform that competes with, or could reasonably be expected to compete with, the Company’s Services. This includes, but is not limited to, podcast directories, podcast analytics platforms, or podcast data aggregation services.

3.5. Compliance

User is solely responsible for ensuring its use of API Data and Exported Data complies with all applicable laws, regulations, and third-party rights (including those related to Third-Party Podcast Content).

3.6. AI and Machine Learning Use

3.6.1. Permitted AI-Assisted Analysis

User may use artificial intelligence and machine learning tools to process, analyze, and organize API Data, Exported Data, or Third-Party Podcast Content obtained through the Services for User’s own internal business purposes as permitted under this Agreement. Permitted uses include, but are not limited to:

(a) Creating embeddings or vector representations for internal semantic search and retrieval; (b) Generating summaries, analyses, or insights from the data; (c) Classification, categorization, or tagging of content; (d) Sentiment analysis or other analytical processing.

All outputs derived from such processing (“AI-Derived Data”) are considered derivative of API Data, Exported Data, or Third-Party Podcast Content (as applicable) and remain subject to all restrictions in this Agreement, including Sections 2.2, 3.1, 3.2, 3.3, and 3.4.

3.6.2. Prohibited AI Model Training

User is expressly prohibited from using any API Data, Exported Data, Company Content, or Third-Party Podcast Content obtained through the Services for training, developing, or improving any machine learning model or artificial intelligence system without the Company’s prior written permission. This includes but is not limited to:

(a) Using the data as training data for language models, speech recognition systems, recommendation systems, or other AI/ML models; (b) Incorporating the data into training datasets or fine-tuning datasets; (c) Using the data to fine-tune, distill, or otherwise improve existing AI/ML models; (d) Contributing the data to any shared or open-source training corpus.

For clarity, the distinction is between using AI tools to analyze licensed data (permitted under Section 3.6.1) and using licensed data to build or improve AI systems (prohibited under this Section 3.6.2).

4. User Accounts and Security

4.1. Registration

User may need to register for an account to access certain Services. User agrees to provide accurate, current, and complete information during registration and keep it updated.

4.2. Credentials

User is solely responsible for safeguarding User’s username, password, API keys, and any other login credentials. Sharing of individual credentials is strictly prohibited. The permitted method for granting access to additional individuals is through the Team invitation feature described in Section 2.1, where available under the User’s Subscription plan. Each individual—whether Account Holder or Authorized User—must maintain their own unique credentials. The Account Holder is responsible for all activity that occurs under their Team’s credentials. User must not use usernames that are offensive, infringing, or impersonate others. API keys are confidential and must be protected as such; User is responsible for all activity occurring under its API keys.

4.3. Unauthorized Access

User must promptly notify the Company of any suspected or actual unauthorized access to or use of User’s account, credentials, or API keys. The Company is not liable for any loss or damage arising from User’s failure to comply with these security obligations.

5. User Content

5.1. Responsibility

User is solely responsible for all User Content, including its legality, accuracy, reliability, and appropriateness. User represents and warrants that User owns or has all necessary rights, licenses, consents, and permissions to submit, post, display, and grant the licenses for the User Content as provided in this Agreement, and that the User Content and its use by the Company as permitted herein do not violate any third-party rights (including intellectual property, privacy, or publicity rights) or applicable laws.

5.2. License Grant to Company

User hereby grants the Company a worldwide, non-exclusive, royalty-free, fully paid-up license to access, use, store, reproduce, modify, adapt, transcribe, create derivative works from, and process User Content. This license includes the right to publish, translate, distribute, perform, or display User Content only to the extent directed or enabled by you through the functionalities of the Services (such as when you choose to make information public, share lists, or utilize specific sharing features).

This license is granted solely for the limited purposes reasonably necessary for: (i) providing, operating, maintaining, securing, and improving the Services (which includes analyzing usage patterns in an aggregated or anonymized manner that does not identify you personally, and does not include training machine learning models on your specific User Content); (ii) developing new features and functionalities directly related to the Services provided to you; (iii) preventing or addressing service, security, or technical issues; (iv) creating aggregated or anonymized data derived from User Content that does not personally identify User, for analytics or reporting; (v) enforcing this Agreement and protecting the rights, property, or safety of the Company, its users, or the public as required or permitted by law; and (vi) complying with applicable laws, regulations, or legal processes.

This license is granted for the duration your User Content is stored on the Services or as long as necessary to fulfill the purposes outlined above, subject to your rights to delete your User Content or terminate your account as described elsewhere in this Agreement and the Privacy Policy. This license will survive the termination of this Agreement only to the extent necessary for the Company to comply with its legal obligations, enforce its rights, maintain backups and archives in accordance with its retention policies, or use aggregated/anonymized data as described herein. You represent and warrant that you have all necessary rights to grant this license for any User Content you submit.

5.3. Company Rights

The Company does not verify the accuracy or reliability of User Content. The Company reserves the right, but has no obligation, to monitor, review, filter, modify, remove, or disable access to any User Content at any time, for any reason or no reason, without notice, in its sole discretion, including if it violates this Agreement or applicable law. The Company may preserve and disclose User Content if required by law or in a good faith belief that such preservation or disclosure is reasonably necessary.

6. Code of Conduct

User agrees not to use the Services to: (a) Violate any law, regulation, third-party rights (including IP and privacy rights), or contractual obligations; (b) Upload, post, or transmit content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, hateful, discriminatory (based on race, sex, religion, nationality, disability, sexual orientation, age, or other protected status), invasive of another’s privacy, or otherwise objectionable; (c) Impersonate any person or entity or falsely state or misrepresent affiliation; (d) Distribute spam, chain letters, phishing schemes, or other unsolicited communications; (e) Promote violence, illegal activities, or dangerous conduct; (f) Bully, stalk, intimidate, assault, or defame others; (g) Manipulate ratings or engagement metrics through inauthentic means; (h) Engage in any activity that disrupts or negatively affects the Services or other users’ experience.

7. Subscription and Payment Terms

7.1. Paid Services

Access to premium features, including certain levels of API access or data export capabilities, requires an active paid Subscription.

7.2. Fees

User agrees to pay all applicable Subscription fees in advance for the chosen Subscription Term. Fees are non-refundable except as expressly required by law. User authorizes the Company (or its third-party payment processor) to charge User’s selected payment method for all applicable fees. For Subscription plans that support Teams, fees are charged per Team, not per Authorized User.

7.3. Payment Information

User is responsible for providing and maintaining current, complete, and accurate billing and payment information. Failure to do so may result in suspension or termination of access.

7.4. Auto-Renewal

Subscriptions will automatically renew for successive periods equal to the initial Subscription Term unless User cancels the Subscription before the end of the then-current term as per Section 7.5. User authorizes the Company to charge the applicable renewal fees to the payment method on file.

7.5. Cancellation

User may cancel a Subscription at any time through their account settings or by contacting Company support at hey@podengine.ai or legal@podengine.ai. Cancellations are effective at the end of the current Subscription Term. User will retain access until the end of the paid term, and no refunds or credits (prorated or otherwise) will be issued for partial or unused Subscription periods.

7.6. Fee Changes

The Company reserves the right to change Subscription fees upon at least thirty (30) days’ notice prior to the end of the User’s then-current Subscription Term. Changes will take effect at the start of the next renewal term. Continued use of the Services after the fee change constitutes acceptance of the new fees.

7.7. Taxes

Fees are exclusive of taxes. User is responsible for paying all applicable sales, use, value-added, or other taxes, levies, or duties associated with their Subscription, excluding taxes based solely on the Company’s net income.

7.8. Suspension for Non-Payment

If any Subscription fees owed by User are overdue, the Company may, without limiting its other rights and remedies, suspend User’s access to the paid features of the Services (including API access and data export) until such amounts are paid in full. The Company will provide at least ten (10) days’ prior notice that the account is overdue before suspending services, unless payment is significantly overdue or previous notifications have been ignored. During any period of suspension due to non-payment, the accrual of new recurring Subscription fees may be paused at the Company’s discretion. Reactivation of the Services may require payment of all outstanding fees.

7.9. Team Subscription Management

For Subscription plans that support Teams, the following provisions apply: (a) The Account Holder is responsible for managing Team membership, including inviting and removing Authorized Users. (b) The Account Holder must ensure that all Authorized Users comply with the terms of this Agreement. (c) The Account Holder is liable for all activity conducted by Authorized Users under the Team’s Subscription, including any breaches of this Agreement. (d) No refunds or credits will be issued for the removal of Authorized Users from a Team during an active Subscription Term. (e) The Account Holder may delegate administrative responsibilities (such as Team Owner or Integration Admin roles) to Authorized Users within the platform; however, the Account Holder retains ultimate responsibility for the Team and its compliance with this Agreement.

8. Intellectual Property Rights

8.1. Company Ownership

The Services, Company Content, API Data, Exported Data, databases, technology, trademarks, logos, and all related intellectual property rights are and will remain the exclusive property of the Company and its licensors. User acknowledges that the Company does not claim ownership over Third-Party Podcast Content displayed via the Services; such content remains the property of its respective owners. User is granted no rights other than the limited license expressly set forth herein. User agrees not to challenge the Company’s ownership rights in the Services, Company Content, API Data, or Exported Data.

8.2. Feedback

If User provides any Feedback, User hereby grants the Company a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable license to use, incorporate, and otherwise exploit such Feedback for any purpose, without restriction or obligation to User.

9. Third-Party Links & Content

The Services may contain links to third-party websites or services, and may display Third-Party Podcast Content, none of which are owned or controlled by the Company. The Company does not endorse, sponsor, or assume any responsibility for any such third-party sites, services, or content (including Third-Party Podcast Content). User accesses and uses third-party sites and services, and interacts with Third-Party Podcast Content, at their own risk and subject to the terms and policies of those third parties. The Company shall have no liability arising from such use or interaction. Claims regarding alleged infringement of Third-Party Podcast Content are addressed in Section 18 (Copyright Policy and DMCA Notices).

10. Beta Services

From time to time, the Company may offer access to features or services that are identified as alpha, beta, pilot, preview, early access, evaluation, or similar descriptions (“Beta Services”) for testing and evaluation purposes.

(a) Use Discretion: You may choose to use Beta Services or not in your sole discretion. (b) “AS IS” Basis: Beta Services are provided “AS IS” and “AS AVAILABLE,” without any warranties of any kind (including those disclaimed in Section 11). They may contain bugs, errors, defects, or harmful components, and their operation may be interrupted or fail. Your use of Beta Services is solely at your own risk. (c) No Support: The Company generally provides limited or no technical support for Beta Services. (d) Changes & Discontinuation: The Company may change, suspend, or discontinue Beta Services (or your access thereto) at any time, without notice or liability to you. Beta Services may never become generally available. (e) Feedback: If you provide Feedback regarding Beta Services, you grant the Company the rights described in Section 8.2. (f) Confidentiality: Beta Services, including their existence, features, and related non-public information provided by the Company, may be considered the Company’s Confidential Information and should be treated accordingly.

11. Disclaimers of Warranties

11.1. General Disclaimer

THE SERVICES (EXCLUDING SPECIFIC COMMITMENTS IN SEPARATE SLAS AS DEFINED IN SECTION 11.2, IF APPLICABLE), COMPANY CONTENT, API DATA, EXPORTED DATA, ANY BETA SERVICES, AND ANY THIRD-PARTY PODCAST CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS AFFILIATES, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (COLLECTIVELY, THE “COMPANY PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, SECURITY, OR UNINTERRUPTED OR ERROR-FREE OPERATION. THE COMPANY PARTIES MAKE NO WARRANTY THAT THE SERVICES WILL MEET USER’S REQUIREMENTS OR EXPECTATIONS, OR THAT ANY USER CONTENT, COMPANY CONTENT, API DATA, EXPORTED DATA, OR THIRD-PARTY PODCAST CONTENT OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, CURRENT, OR LAWFUL. ANY USE OF OR RELIANCE ON THE SERVICES OR CONTENT DISPLAYED OR OBTAINED THEREIN IS AT USER’S SOLE RISK. USER RELEASES THE COMPANY PARTIES FROM ANY CLAIMS OR DISPUTES ARISING OUT OF OR IN CONNECTION WITH INTERACTIONS OR DISPUTES BETWEEN USER AND OTHER USERS OR THIRD PARTIES (INCLUDING RIGHTS HOLDERS OF THIRD-PARTY PODCAST CONTENT).

11.2. Exception for Negotiated SLAs

Notwithstanding Section 11.1, certain enterprise Users accessing the Services via the API under a separately executed written agreement with the Company may be subject to specific Service Level Agreements (SLAs) as defined in such separate agreement. Such SLAs, if applicable, will govern the availability and performance standards for those specific Users and services covered therein, and will prevail over the disclaimers in Section 11.1 only to the extent explicitly stated in the separate agreement. For all other Users and all other aspects of the Services not covered by such specific SLAs, the disclaimers in Section 11.1 apply in full.

11.3 Data Accuracy Disclaimer

ALL DATA, CONTENT, TRANSCRIPTIONS, ANALYSES, AND INFORMATION PROVIDED THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO PODCAST TRANSCRIPTIONS, AI-GENERATED ANALYSES, METADATA, GUEST/HOST INFORMATION, DATA SOURCED FROM THIRD-PARTY PLATFORMS (SUCH AS REVIEWS, RATINGS, SOCIAL MEDIA FOLLOWER COUNTS, ENGAGEMENT METRICS) AND ANY DERIVED INSIGHTS, ARE PROVIDED ON AN “AS-AVAILABLE” BASIS WITH NO GUARANTEE OF ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY OF:

(a) Automated transcriptions of podcast content, which may contain errors, omissions, or misinterpretations; (b) AI-generated analyses, summaries, or insights, which are machine-generated approximations and should not be relied upon as factual statements; (c) Metadata about podcasts, episodes, hosts, or guests, which may be outdated, incomplete, or incorrect; (d) Any categorizations, rankings, or scoring systems applied to podcast content; (e) Contact information or social media profiles associated with podcast hosts or guests; (f) Data obtained from external sources, such as podcast reviews, ratings, social media statistics, or other third-party metrics, which may be subject to change, inaccuracies, or the limitations of the source platform.

USER ACKNOWLEDGES AND AGREES THAT:

• All AI-generated content is provided for informational purposes only and is not intended as professional advice;
• Data sourced from third parties reflects the information available from those sources at a particular time and may not be real-time or entirely accurate;
• User is solely responsible for verifying the accuracy of any information obtained through the Services before relying on it for business decisions;
• The Company’s automated processes, including transcription, AI analysis, and third-party data aggregation, may produce errors and should not be considered substitutes for human judgment or direct verification with the original source;
• User assumes all risk associated with reliance on any data obtained through the Services;
• User will independently verify critical information before taking any action based on it.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, BUSINESS INTERRUPTION, COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE USE OR INABILITY TO USE THE SERVICES (INCLUDING BETA SERVICES), OR THE ACCESS, DISPLAY, USE, OR DISTRIBUTION OF COMPANY CONTENT, API DATA, EXPORTED DATA, OR THIRD-PARTY PODCAST CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

UNDER NO CIRCUMSTANCES SHALL THE COMPANY PARTIES’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID BY USER TO THE COMPANY FOR USE OF THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00). THIS LIMITATION WILL APPLY NOTWITHSTANDING ANY SPECIFIC REMEDIES PROVIDED IN ANY SEPARATE SLA AGREEMENT (AS REFERENCED IN SECTION 11.2), UNLESS SUCH SEPARATE AGREEMENT EXPRESSLY AND SPECIFICALLY SUPERSEDES THIS AGGREGATE LIABILITY CAP.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND USER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.

13. Indemnification

User agrees to defend, indemnify, and hold harmless the Company Parties from and against any and all third-party claims, demands, suits, actions, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or relating to: (i) User’s access to or use/misuse of the Services (including any Beta Services); (ii) User’s breach of this Agreement (including specifically any violation of Section 2 or Section 3) or violation of applicable law; (iii) User Content, including any claim that User Content infringes or violates any third-party intellectual property, privacy, or other rights; (iv) User’s interactions with any other user or third party (including rights holders of Third-Party Podcast Content); (v) any activity conducted through User’s account or using User’s API keys; (vi) User’s use, display, or distribution of API Data, Exported Data, or Third-Party Podcast Content in violation of this Agreement, the rights holders’ terms, or applicable law; or (vii) User’s failure to adequately restrict its own customers’ use of API Data or Exported Data as required by Section 3.3. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, in which event User will fully cooperate with the Company in asserting any available defenses.

14. Privacy Policy

The Company’s collection and use of personal information is described in our Privacy Policy, available at https://www.podengine.ai/privacy. By using the Services, you consent to the data practices described therein.

15. Term and Termination

15.1. Term

This Agreement commences upon User’s first access or use of the Services and continues until terminated as set forth herein.

15.2. Termination by User

User may terminate this Agreement by cancelling their Subscription (if any) and ceasing all use of the Services (including any Beta Services), including deleting any stored API Data or Exported Data. Termination does not relieve User of any obligation to pay outstanding fees.

15.3. Termination by Company

The Company reserves the right to suspend, restrict, or terminate User’s access to or use of all or any part of the Services (including API access, data export capabilities, and Beta Services) at any time, for any reason or no reason, including but not limited to breach of this Agreement (particularly Sections 2 or 3), non-payment, violation of the Copyright Policy (Section 18), or if provision of the Services is no longer commercially viable, in the Company’s sole discretion, with or without prior notice. The Company shall not be liable to User or any third party for any such suspension or termination. Users whose accounts are terminated may be prohibited from creating new accounts.

15.4. Effects of Termination

Upon termination: (a) all rights and licenses granted to User hereunder shall immediately cease; (b) User must immediately cease all use of the Services (including Beta Services), Company Content, API Data, Exported Data, and Third-Party Podcast Content obtained through the Services, and must delete all copies of API Data and Exported Data from its systems; (c) User remains liable for all fees accrued up to the termination date; (d) No refunds will be provided, including for prepaid fees or unused Subscription time; (e) The Company may, in its sole discretion, delete User Content associated with the account, but is under no obligation to do so and retains the perpetual license granted in Section 5.2.

15.5. Survival

Sections 1, 3, 4.2 (regarding API key confidentiality), 5.2, 7.2, 7.5, 8, 10(b) (Beta “AS IS”), 10(e) (Beta Feedback), 10(f) (Beta Confidentiality), 11, 12, 13, 15.4, 15.5, 16, 18, and 19 shall survive any termination or expiration of this Agreement.

16. Governing Law and Dispute Resolution

16.1. Governing Law

This Agreement and any action related thereto will be governed by and construed in accordance with the substantive laws of the State of Delaware, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

16.2. Mandatory Arbitration

READ THIS SECTION CAREFULLY AS IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM THE COMPANY. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration in Wilmington, Delaware, before one arbitrator. The arbitration shall be administered by the American Arbitration Association (“AAA”) pursuant to its Commercial Arbitration Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

16.3. No Class Actions

YOU AND THE COMPANY 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. Further, unless both you and the Company agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

16.4. Waiver of Jury Trial

EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

17. Modifications to the Agreement

The Company reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, we will provide at least 30 days’ notice prior to any new terms taking effect, which may be provided via email or by posting a notice on the Services. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Services after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you must stop using the Services.

18. Copyright Policy and DMCA Notices

18.1. Policy

Rocket Role, Inc DBA Pod Engine respects the intellectual property rights of others and expects its users to do the same. It is our policy, in appropriate circumstances and at our discretion, to disable and/or terminate the accounts of users who repeatedly infringe the copyrights of others. We respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”).

18.2. Reporting Claims of Copyright Infringement (DMCA Takedown Notice)

If you are a copyright owner, or authorized to act on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service (specifically regarding Third-Party Podcast Content displayed), please submit a notice containing all of the following information to our Designated Copyright Agent:

(a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. (b) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site. (c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material (e.g., the specific URL(s) on the Pod Engine service where the material is found). (d) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted. (e) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law. (f) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Deliver this Notice, with all items completed, to Pod Engine’s Designated Copyright Agent:

Copyright Agent

Rocket Role, Inc DBA Pod Engine

legal@podengine.ai

Please note that under 17 U.S.C. § 512(f), you may be liable for any damages, including costs and attorneys’ fees, if you knowingly materially misrepresent that material or activity is infringing.

18.3. Counter-Notice Procedure

If you believe that material you posted or accessed through the Service was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-Notice”) by submitting written notification to our Copyright Agent (identified above). Pursuant to the DMCA, the Counter-Notice must include substantially the following:

(a) Your physical or electronic signature. (b) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled. (c) A statement under penalty of perjury by you that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled. (d) Your name, address, telephone number, and email address, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if your address is outside the United States, for any judicial district in which the Company may be found), and that you will accept service of process from the person who provided notification of the alleged infringement or an agent of such person.

Upon receipt of a valid Counter-Notice, the DMCA provides that the removed material may be restored or access re-enabled. We will forward the Counter-Notice to the complaining party and inform them that we may replace the removed material or cease disabling access to it in 10 business days. Unless our Copyright Agent receives notice from the complaining party that they have filed an action seeking a court order to restrain the alleged infringer from engaging in infringing activity relating to the material on our system or network, we may replace or restore access to the material in 10 to 14 business days or more after receipt of the Counter-Notice, at our sole discretion.

18.4. Repeat Infringers

In accordance with the DMCA and other applicable law, the Company has adopted a policy of terminating, in appropriate circumstances and at the Company’s sole discretion, users who are deemed to be repeat infringers. The Company may also at its sole discretion limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

19. General Provisions

19.1. Entire Agreement

This Agreement, together with the Privacy Policy and any applicable Subscription plan details or order forms (including any separate, governing SLA agreements referenced in Section 11.2), constitutes the entire and exclusive understanding and agreement between the Company and User regarding the Services, and supersedes all prior or contemporaneous understandings or agreements, written or oral.

19.2. Assignment

User may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without the Company’s prior written consent. Any attempt to assign without consent will be void. The Company may freely assign or transfer this Agreement without restriction.

19.3. Severability

If any provision of this Agreement is held invalid or unenforceable by an arbitrator or court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in full force and effect.

19.4. No Waiver

The failure of the Company to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the Company.

19.5. Notices

Any notices or other communications provided by the Company under this Agreement, including those regarding modifications (as per Section 17), may be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. Notices regarding copyright infringement must be submitted to the Designated Copyright Agent as specified in Section 18.2. Notices from User to Company should be sent to legal@podengine.ai unless otherwise specified herein.

19.6. Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement (except for payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, strikes, or shortages of transportation facilities, fuel, energy, labor, materials, or network infrastructure failures.

19.7. Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.