Podcast License Agreement

SoundOn is a platform operated by SoundOn Inc., a company incorporated under the laws of Taiwan ("SoundOn," "us," or "our") who dedicates to present to the audiences a variety of podcast contents ("Podcast").

SoundOn values your rights as a podcaster and/or a Podcast licensee and would like to have you grant us a non-exclusive, worldwide, royalty-free, fully paid and sublicensable license ("License") to distribute, publish, marketing and promoting your Podcast on SoundOn.

By clicking the "I accept" button below, you not only agree to grant us the License, but also accept all the terms and conditions contained herein and in the Terms of Service of SoundOn.

Accessing the Service of SoundOn.

In order to use our service, you confirm the following:

1. if you are an individual, you are over the age of 20, and have the power to enter into this agreement with no legal or contractual barrier under any applicable laws;

2. if you are representing an entity and/or a Podcast licensee, you are a legally authorized representative of such entity and/or Podcast licensee, and have the authority to bind such entity and/or Podcast licensee to this agreement with no legal or contractual barrier under any applicable laws.

Your Rights and the License You Grant to SoundOn.

You acknowledge and agree that:

1. by granting SoundOn the License, you have also granted us the non-exclusive, worldwide, royalty-free, fully paid right to use your name, likeness and photograph on SoundOn and communications to advertise, market and promote the availability of your Podcast on SoundOn;

2. SoundOn may access to your Podcast through an XML-based standard web rich site summary feed format (“RSS Feed”);

3. aside from the rights specifically granted in this agreement, you retain all rights, including intellectual property rights and any “moral rights” in the Podcast, and you may remove it at any time by changing your RSS Feed.;

4. SoundOn will not have the right to change or alter your Podcast without your prior approval.

5. this License in relation to the Podcast is perpetual, irrevocable and therefore will continue in effect after the expiration or termination of this agreement.

Contents of the Podcast.

You warrant that:

1. the contents of the Podcast are entirely your independent work created by you without any condition;

2. you have obtained and will continuously retain any copyright permission, license or agreement necessary, including but not limited to the podcast cover, music and sound used, documents or other materials displayed in the Podcast, to lawfully grant SoundOn the License to use the Podcast;

3. following the publication of the Podcast, SoundOn will not infringe any third party’s copyrights and/or violate any property or proprietary rights;

4. The content of the Podcast does not contain anything that are defamatory, damaging, inaccurate, disruptive, unlawful, inappropriate, offensive, pornographic, vulgar, indecent, hateful, racially or ethnically offensive, obscene, filthy, excessively violent, harassing or objectionable, incite, encourage or threaten immediate physical harm against another, promote racism, bigotry, sexism, religious intolerance, harm against any group or individual or for firearms, ammunition, weapons, cigarettes, tobacco or alcohol or forbidden by law;

5. the Podcast is free from all liens and claims;

6. you have fulfilled your contractual obligations and obtained the prior written permission to publish the Podcast on SoundOn if the content of the Podcast is sponsored or supported by a company or organization; and

7. you have obtained prior written permission from your Podcast guest to reproduce and display their name, likeness, portrait photos, recordings and related introduction and marketing materials.

Indemnification.

You agree to indemnify SoundOn and its officers, employees, agents, successors, heirs, and assigns, for any and all claims, liabilities, damages, and expenses, including reasonable attorneys’ fees actually incurred, due to any claimed infringement of copyrights, trademarks, service marks, right of publicity or privacy, or other proprietary, personal right arising from publication of the Podcast on SoundOn or as a result of your breach of any covenant or warranty herein contained.

SoundOn's Right to Takedown.

You acknowledge and accept that SoundOn have the right to remove or disable the audience's access to the Podcast at any time in our sole discretion without prior notice, for reasons including but not limited to:

1. the distributing of Podcast is likely to infringe the intellectual property rights or any other rights of any third party;

2. the distributing of Podcast might cause harm on the reputation of SoundOn;

3. the distributing of Podcast would cause SoundOn to be in breach of any agreement;

4. your breach of terms and conditions under this agreement; or

5. SoundOn is instructed to take such action by a competent legal authority.

Disclaimer of SoundOn.

YOU UNDERSTAND AND AGREE THAT SOUNDON PODCAST SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU USE SOUNDON FOR PODCAST SERVICE AT YOUR OWN RISK. SOUNDON MAKES NO REPRESENTATION AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOUNDON DOES NOT WARRANTS THAT THE SERVICE IS FREE FROM MALWARE OR OTHER HARMFUL COMPONENTS. AND YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH SOUNDON SERVICE IS TO UNINSTALL AND STOP USING SOUNDON FOR PODCAST SERVICE.　

Third Party Hosting Services.

If you host your Podcast with a third-party podcast hosting service (“Podcast Hosting Service”), you acknowledge that this agreement is between you and SoundOn only, not with your Podcast Hosting Service. Your Podcast Hosting Service is not responsible for the service provided by SoundOn and the terms and conditions thereof. Your Podcast Hosting Service has no obligation whatsoever to furnish any maintenance and support services with respect to SoundOn’s service. Notwithstanding the foregoing, you acknowledge and agree that SoundOn, in its sole discretion, may share information with Podcast Hosting Services, such as data analytics, and such information may include data related to your Podcast.

Termination.

SoundOn may terminate the agreement or suspend your access to the SoundOn's service at any time for whatever reason, without prior notice and without liability to you. SoundOn may also terminate this agreement, and/or in SoundOn's sole discretion, permanently or temporarily suspend your ability to provide the Podcast to SoundOn in the event that, in SoundOn’s reasonably believes, you are identified as a repeat infringer.

In the event that this agreement is terminated, or if SoundOn suspends your access to the Service of SoundOn, you agree that SoundOn shall have no liability or responsibility to you.

The Terms of Service shall separately govern your use of SoundOn’s service.