TERMS OF SERVICE FOR PODCASTERS
Last Updated: May 1, 2023
Welcome to Hayti. Hayti, LLC (“Hayti”, “we”, “us” or “our”), provides a platform in which podcasts can be posted (directly or via links) that is viewable by our members and readers via our Hayti™ Mobile App.
Your consent to allow Hayti to post or link to your podcast (as defined herein) and our use of such Podcast is governed by these Terms of Service (“Terms”). References to “Podcaster” mean you as a business (defined as the company which submitted a request to sign up through our website page for Podcasters.
IMPORTANT – PLEASE READ CAREFULLY: THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN OUR AND YOUR RIGHTS AND OBLIGATIONS. BY APPLYING TO ESTABLISH AN ACCOUNT, YOU ARE ACCEPTING THESE TERMS ON BEHALF OF THE BUSINESS ENTITY FOR WHICH YOU HAVE SIGNED UP), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS ON BEHALF OF THE BUSINESS THAT YOU REPRESENT. THE CONSIDERATION FOR THIS AGREEMENT IS PODCASTER’S EXPANSION OF DISTRIBUTION OF PODCASTER’S CONTENT AND HAYTI’S RIGHT TO PUBLISH SUCH PODCAST.
2. CHANGES TO THESE TERMS
2.1 We regularly update and improve our platform and Services, and we may at times add, change, or remove features, and these Terms may also need to change. The current version of these Terms will be posted on our Website at https://www.hayti.com/podcaster-terms and will be effective immediately upon posting. By continuing to use the Software or Services following any such change, you accept and agree to be bound by such modified Terms.
3. GRANT OF LICENSE TO PODCAST
3.1 Podcaster hereby grants to Hayti a non-exclusive, perpetual (but terminable as set forth herein), worldwide, royalty-free license to link to, use, copy, reproduce, distribute, publicly display, store, tag, translate, edit, summarize, abstract, and transmit any article (or portion thereof), text, any associated images, and/or video podcast (“Podcast”) on Podcaster’s websites (“Podcaster’s Websites”) through Hayti’s platforms, including its website at https://www.hayti.com, the Mobile App and other platforms owned by Hayti (collectively, the “Platforms”).
3.2 Hayti has the right to determine, in its sole discretion, the Podcast to be made available on the Platforms, and may remove some or all of the Podcast from the Platforms at any time for any reason.
3.3 Hayti shall have the right to limit or format Podcast for space or to conform to Hayti’s guidelines and policies, provided that Hayti shall not alter the meaning, tone, or general context of the articles or render the articles, or any part, libelous, or in violation of the rights of any third party or any applicable law, regulation, or rule.
3.4 The execution or termination of these Terms will not restrict or limit Hayti’s use to (a) provide a hypertext reference link (“Link”) to publicly accessible web pages on Podcaster’s Websites, (b) frame the titles, the primary headlines, images, and first 100 words of Podcast to promote the Link to such podcast and direct users to Podcaster’s Websites, and (c) use a screenshot of the titles, the primary headline images, and a short preview excerpt of Podcast to promote Podcast on Hayti’s Platforms.
4.1 Podcaster hereby grants Hayti permission to use Podcaster’s trademarks, trade names, and brands solely for the purpose of identifying Podcaster on the Platforms or in connection with promotional materials and publishing and promoting the Podcast. No other use of Podcaster’s trademarks is authorized or permitted hereunder without Podcaster’s prior written authorization.
5. REPRESENTATIONS AND WARRANTIES
5.1 Each party represents and warrants to the other that it has the full right to enter into these Terms and to grant the rights and perform its respective obligations set forth herein.
6.1 Hayti agrees to indemnify, defend, and hold harmless Podcaster, its parents, related and affiliated entities, successors, and assigns from and against any and all liabilities, demands, actions, causes of action, costs, and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) arising out of third-party claims or allegations (“Claims”) relating to Hayti’s uncured breach of these Terms or its gross negligence or willful misconduct.
6.2 Podcaster agrees to indemnify, defend, and hold harmless Hayti, its parents, related and affiliated entities, successors, and assigns from and against any and all Losses arising out of third-party Claims relating to (a) Podcaster’s breach of these Terms, (b) Podcast containing material that is false, spam, intentionally misleading, libelous, or defamatory, (c) allegations that any Podcast infringes the intellectual property rights or proprietary rights of any person or entity, or (d) Podcast containing any unlawful podcast, including illegal hate speech or pornography, exploitation or otherwise harmful to minors, or violate or advocate the violation of any law or regulation.
6.3 Each party as indemnitee will: (i) promptly notify the indemnifying party of such claim, and (ii) provide the indemnifying party with reasonable information, assistance and cooperation, at the indemnifying party’s expense, in defending the Claim.
7. LIMITATION OF LIABILITY
7.1 OTHER THAN INDEMNIFICATION OBLIGATIONS, UNDER NO CIRCUMSTANCES SHALL ANY PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOST BUSINESS OPPORTUNITIES). IN NO EVENT SHALL THE TOTAL LIABILITY OF HAYTI RELATED TO THIS AGREEMENT EXCEED FIVE HUNDRED DOLLARS ($500.00).
8.1 This Agreement shall commence on the Effective Date and shall continue until terminated.
9.1 Termination for Cause. Either Party may terminate these Terms if the other Party has committed a material breach of these Terms, and such Party fails to cure such breach within thirty (30) days after receiving written notice of such breach from the non-breaching Party.
9.2 Termination Without Cause. Either Party may terminate these Terms at any time without cause upon thirty (30) days’ prior written notice to the other Part.
9.3 Effect of Termination. Within forty-five (45) days of termination of these Terms, Hayti shall immediately cease all use of the Podcast and shall remove all Podcast and links thereto from Hayti’s Website and Mobile App.
10.1 Any notice pursuant to these Terms shall be in writing and shall be deemed given (i) if by hand or email delivery, upon receipt thereof, (ii) if by United States Mail, three (3) days after deposit in the United States Mail, postage prepaid, certified mail, return receipt requested, or (iii) if by next day delivery service, upon such delivery. Notice shall be effective upon receipt.
11. DISPUTE RESOLUTION
11.1 Time Limitation. Any claim or action against us must be brought within twelve (12) months of the cause arising, otherwise such claim or action is permanently barred.
11.2 MANDATORY BINDING ARBITRATION. In the event of any dispute, claim, question or disagreement arising from or relating to these Terms, the parties hereto shall use reasonable efforts to settle the dispute, claim, question, or disagreement. To this effect, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If the parties do not reach such solution within a period of thirty (30) days, then, upon notice by either party to the other, such dispute, claim, question or disagreement shall be resolved by binding arbitration in Durham County, North Carolina, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”), subject to the limitations of this Section. This agreement to arbitrate will be specifically enforceable under the prevailing law of any court having jurisdiction. Notice of a demand for arbitration shall be filed in writing with the other party hereto and with the AAA. The demand for arbitration shall be made within a reasonable time after the dispute has arisen, and in no event shall any such demand be made after the date when institution of legal or equitable proceedings based on such dispute would be barred by the applicable statute of limitations. The parties agree that one (1) arbitrator shall arbitrate the dispute. The arbitrator shall be selected by the joint agreement of the parties, but if they do not so agree within twenty (20) days after the date of the notice of a demand for arbitration referred to above, the selection shall be made pursuant to the Commercial Arbitration Rules of the AAA from the panels of business arbitrators maintained by the AAA. The decision of the arbitrator shall be made in writing and shall be final. Judgment may be entered upon it in any court having jurisdiction thereof, and the decision shall not be subject to vacation, modification or appeal, except to the extent permitted by Sections 10 and 11 of the Federal Arbitration Act, the terms of which Sections the parties agree shall apply. The expenses of arbitration, including and the fees and expenses of the arbitrator and the AAA, shall be shared equally by the parties.
11.3 The arbitrator will have no authority to award attorneys’ fees, punitive damages, or any other monetary relief not measured by the prevailing party’s actual damages and each party irrevocably waives any claim thereto. The award may include equitable relief. The arbitrator will not make any ruling, finding, or award that does not otherwise conform to these Terms. The arbitrator may render a summary disposition relative to all or some of the issues, provided that the responding party has had an adequate opportunity to respond to any such application for such disposition.
11.4 The parties agree to treat all aspects of the arbitration as confidential, as provided in the AAA Rules. Before making any disclosure permitted by the Rules, a party shall give written notice to the other party and afford such party a reasonable opportunity to protect its interests. Further, judgment on the arbitrators’ award may be entered in any court having jurisdiction.
12.1 Governing Law. This Agreement shall be construed, interpreted, and enforced in accordance with the laws of the State of Delaware, without giving effect to the laws of choice thereof.
12.2 Relationship of the Parties. The parties intend that no partnership, joint venture, employee, employer or other relationship is intended or will be created by these Terms. You agree not to hold yourself out as in any way sponsored by, affiliated with, endorsed by, in partnership or venture with, nor as an employee or employer of us, any of our affiliates or respective service providers. There are no third-party beneficiaries to these Terms.
12.3 Assignment. You may not assign, convey, or transfer (whether by contract, merger or operation of law) (collectively, “assign” or variants) these Terms, in whole or in part, without our prior written consent, which may be granted or withheld by us in our sole discretion. Any attempted assignment in violation of these Terms will be of no power or effect. We may assign these Terms freely at any time without notice. Subject to the foregoing, these Terms will bind and inure to the benefit of each party’s permitted successors and assigns.
Miscellaneous. This Agreement sets forth the entire understanding and agreement between the parties regarding the subject matter of these Terms and supersedes all prior or contemporaneous proposals or communications, oral or written, between the parties relating to the subject matter of these Terms. The background recitals form a material part of these Terms. If any provision in these Terms is invalid or unenforceable, that provision shall be construed, limited, modified or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of these Terms shall remain in full force and effect. No waiver of any right under these Terms shall be deemed effective unless contained in writing signed by a duly authorized representative of the party against which the waiver is sought to be enforced, and no waiver of any past or present right arising from any breach or failure to perform shall be deemed to be a waiver of any future right arising under these Terms.