Terms of Service

Introduction

This document

This document is a legal agreement between you, the User, and the entity providing Spreaker. It governs your use of the online properties and, in any case, for the use of the services provided. “Legal agreement” means that the terms of this agreement are binding on the relationship between you and us once you have accepted the terms. For simplicity, “User”, “you”, “your” and similar terms, either in singular or plural form, refer to you, the User. “We”, “our”, “us” and similar terms refer to the corporation that owns and manages Spreaker as outlined in the present document. “Spreaker” refers to the current website and/or application. “Agreement” refers to this document, as amended from time to time. The Agreement is concluded in the English language. Other defined terms are set forth in the section named “Definitions” at the bottom of the Agreement.

Acceptance of this Agreement

In order to use Spreaker, you must read this Agreement carefully and agree to accept the same by clicking the button for its acceptance. If you don’t accept this Agreement you cannot use the Service.

Registration and Prohibited Use of Spreaker

Registration

In order to use the Service or any part of it, Users must register in a truthful and complete manner by providing all the required data in the relevant registration form. The Users must also accept the Privacy Policy and these Terms and Conditions in full. Users are responsible for keeping their login credentials confidential.

It is understood that the Owner shall not be held responsible under any circumstances in case of loss, disclosure, theft or unauthorized use by third parties, for whatever reason, of the User's access credential.

Age eligibility

By registering on Spreaker, you represent and warrant that you are an adult according to the legislation in your country. We do not accept registration of Users under the age of 13. Each User between the ages of 13 and 18 (or whichever age is the age of majority in their country of residence), may only register provided that a parent or legal guardian: * consents to the registration; * acknowledges and agrees to be bound by this Agreement and * ensures that the use of Spreaker by the minor is under their supervision.

Deleting User accounts and account termination

Registered Users can cancel their accounts and stop using the Service at any time, through the interface of Spreaker or by directly contacting the Owner. The Owner, in case of breach of the Terms by the User, reserves the right to suspend or terminate the User's account at any time and without notice.

The Owner reserves the right to suspend or terminate the User's account at any time and without notice if it believes that:

• User has violated this Agreement; and/or
• User's access or use of the Service may result in injury to the Owner, other Users or third parties; and/or
• the use of Spreaker by the User may result in violation of law or regulations; and/or
• in case of an investigation by legal action or governmental involvement; and/or
• the account is deemed to be, at the Owner’s sole discretion, for whatever reason, inappropriate or offensive or in violation of this Agreement.

Forbidden use

The Service shall be used only in accordance with these Terms.
Users may not:

• reverse engineer, decompile, disassemble, modify or create derivative works based on Spreaker or any portion of it;
• circumvent any technology used by Spreaker or its licensors to protect content accessible via it;
• copy, store, edit, change, prepare any derivative work of or alter in any way any of the content provided through Spreaker;
• use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of Spreaker or its content;
• rent, lease or sublicense Spreaker;
• defame, abuse, harass, use threatening practices, threaten or violate the legal rights of others in any other way (such as rights of privacy and publicity);
• disseminate or publish content that is unlawful, obscene, illegitimate, defamatory or inappropriate;
• misappropriate any account in use by another User;
• register or use the Service in order to approach the Users to promote, sell or advertise products or services of any kind through Spreaker in any way;
• use Spreaker in any other improper manner that violates the Terms.
• disseminate or publish content that is unlawful, obscene, illegitimate, defamatory or inappropriate;
• publish any content that promotes, either directly or indirectly, hate, racism, discrimination, pornography, violence;
• promote activity that may endanger your life or the life of any other User or lead to physical harm. This includes, but is not limited to: suicide threats, intentional physical trauma, use of illegal drugs, or drinking excessively. Under no circumstance is any User allowed to post any content promoting and/or encouraging and/or showing any self - destructive or violent behaviour on Spreaker;
• publish any content or carry out any activity that disrupts, interrupts, harms, or otherwise violates the integrity of Spreaker or another User's experience or devices. Such activity includes: spamming, distributing unauthorized advertisements, phishing, defrauding others, spreading malware or viruses etc.;
• publish any content that exclusively focuses on extreme or gratuitous gore and violence;
• probe, scan or test the vulnerability of Spreaker, including the services or any network connected to the website, nor breach the security or authentication measures on Spreaker, including the services or any network connected to Spreaker;
• conceal their identity or steal someone else's identity or, in any case, pretend to be or represent a third party, if not expressly allowed to do so by such third party;
• manipulate identifiers in order to disguise or otherwise conceal the origin of their messages or of the content published;
• harvest or collect any personally identifying information of other Users, including but not limited to the email addresses or contact information, by circumventing the privacy setting of User's account on Spreaker or by any other means;
• register or use the Service in order to approach the Users to promote, sell or advertise products or services of any kind through Spreaker in any way;
• indicate or try to imply in any manner that you have a relationship with Spreaker or that Spreaker has endorsed you, your products or services or any third party's products and services for any purpose;
• use Spreaker to publish or otherwise disseminate copyrighted material, without the consent of the copyright holder.

User Generated Content, content available on Spreaker, Software license and other intellectual property rights

Content provided by the Owner

The content provided by the Owner is protected by the laws in force on intellectual property rights and by related international treaties. Unless otherwise stated, use of any content is permitted exclusively within the limits set forth in the present clause. The Owner grants the User, for the entire duration of the Agreement, a personal, non-assignable and non-exclusive license for the use of such content. Such license is solely intended for personal use of any such content and never for its commercial use and is limited to the User's device. Therefore, User may not copy and/or download and/or share (beyond the limits set forth below), modify, publish, transmit, sell, sublicense, edit, transfer/assign to third parties or create derivative works from the content, even of third parties, available on Spreaker or allow any third party to do so through the User or its device, even without User's knowledge. Where explicitly stated on Spreaker, the User may be authorized, only for personal use, to download and/or copy and/or share some content available through Spreaker, for the User's sole personal use and provided that the copyright attributions and all the other attributions requested by the Owner are correctly reported.

Spreaker Widgets

You may include links to Spreaker or include our widgets in your website according to the following terms:

• you may link to, but not replicate, the content available on Spreaker;
• you must not imply that Spreaker is endorsing or sponsoring your website or your products, unless we have given our prior written consent;
• you must not present false information about Spreaker or its products or services;
• you must not use any content provided by the Owner or any of our Services except as expressly permitted in these Terms & Conditions or without prior written permission from us;
• the website must not contain content that is illegal, obscene or defamatory, or that could be construed as distasteful, offensive or controversial;
• the website must not support, endorse or encourage piracy or the unauthorised exploitation of intellectual property rights;
• on your website, you shall conspicuously post a privacy policy by means of which you explain to your users how the widget works and how we help you monetize your UCG and analyze and measure your listenership.

If you are linking to or embedding our widgets in a third-party web space, it is your sole responsibility to make sure that you have permission to do so.

By linking to or embedding our widgets, you agree that you do and will continue to comply with the above requirements. We reserve the right to deny permission to embed our widgets or to block Spreaker widgets at any time, for any reason in our sole and absolute discretion.

User Generated Content

Users are responsible for their own content and that of third parties that they share through Spreaker, that they create, deliver and post on or through Spreaker, or that they transfer by any other means. Users confirm that they have all the necessary consents from third parties whose data and/or content they share with the Owner and hereby indemnify the Owner for any liability or claim arising against the Owner in connection with illegal distribution of third-party content or unlawful use of the Service. The Owner does not moderate the content provided by User or by third parties but it may choose to suspend or terminate display of any such content if:

• complaints are received from other Users;
• it receives and accepts a DMCA “takedown notice” that it believes to be valid or any intellectual property infringement claim;
• it believes that it must do so in anticipation of, or as part of, legal actions;
• action is requested by authorities; or
• it believes that such content remaining accessible on or through Spreaker may pose a risk to Users, third parties, the Service's availability and/or the Owner itself.

UCG Representation and Warranties

Users are responsible for their own content and that of third parties that they share through Spreaker, that they create, deliver and post on or through Spreaker, or that they transfer by any other means. Users confirm that they have all the necessary consents from third parties whose data and/or content they share with the Owner and hereby indemnify the Owner for any liability or claim arising against the Owner in connection with illegal distribution of third-party content or unlawful use of the Service. The Owner does not moderate the content provided by User or by third parties but it may choose to suspend or terminate display of any such content if:

• complaints are received from other Users;
• it receives and accepts a DMCA “takedown notice” that it believes to be valid or any intellectual property infringement claim;
• it believes that it must do so in anticipation of, or as part of, legal actions;
• action is requested by authorities; or
• it believes that such content remaining accessible on or through Spreaker may pose a risk to Users, third parties, the Service's availability and/or the Owner itself.

Rights over UGC

By creating, delivering, submitting, posting or displaying UGC on or through Spreaker, the User grants a non-exclusive, royalty-free, worldwide, irrevocable, perpetual and with the right to sublicense license to the Owner without territorial limits, to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute such content in any media or via distribution methods currently available or developed later.

With respect to streaming live and pre-recorded audio-visual works, the rights granted by you hereunder terminate once you delete your UGC from Spreaker, or, in general, when you delete your account, except when:

• any such UGC has been shared with other Users within Spreaker;
• the Owner had decided to use UGC for promotional and/or advertising purposes; As long as the Owner had obtained consent from the User.

The User must be aware of the fact that any UGC removal may take reasonable time to be processed from backup and other systems used by Spreaker. For further information, the User is kindly requested to contact the Owner at the contact details provided in the present document.

Content provided by third parties

The Owner does not moderate the content or links provided by third parties before their publication on Spreaker. The Owner is not responsible for the content provided by third parties or for its availability.

Software license

Spreaker grants Users a revocable, personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Softwares and/or any other technical means embedded in the Service provided by Spreaker. This license is for the sole purpose of enabling Users to use the Service and in doing so within the limits and in compliance with this Agreement and/or any other applicable rules. User is required to use the Service in accordance with Owner’s intellectual and industrial property rights. The Softwares related to the Service, like any other copyright or other intellectual property rights, are the exclusive property of the Owner and/or its licensors. User does not acquire any right or title with respect to the Softwares, and acknowledges that their use is non-exclusive and non-assignable, only for the duration of the Service usage, via remote connectivity, via Internet, for the provision of Services under the Agreement. The right to use the Softwares, does not grant any rights to the original source codes. All techniques, algorithms, and procedures contained in the Softwares and their documentation are information protected by copyright and sole property of the Owner or its licensors, and therefore may not be used in any way by the User for purposes other than those set forth in these Terms. All rights and license grants to the User shall immediately terminate upon any termination or expiration of this Agreement.

Other Intellectual properties rights

All trademarks, nominal or figurative, and all other marks, trade names, service marks, word marks, illustrations, images, logos and/or copyrights that appear concerning Spreaker and all rights in and to the user interface, features and functionality of Spreaker and underlying software, including code (“Owner's IP”) are, and remain, the exclusive property of the Owner or its licensors and are protected by the laws in force on trademarks and by related international treaties. The Owner does not grant you any rights whatsoever in any Owner's IP except to the extent necessary for you to use the Services in compliance with the Agreement.

All trademarks and all other marks, trade names, service marks, word marks, trademarks, illustrations, images, logos regarding third parties and content posted by such third parties on Spreaker are and remain the exclusive property of such third parties and their licensors, and are protected by applicable trademark laws and relevant international treaties. The Owner does not own the aforementioned intellectual property rights and may use them only within the limits and in accordance with the contracts concluded with such third parties and for the purposes outlined herein.

Purchasing Process and Rights of the User

In-App purchases

Spreaker provides Apple device Users the opportunity to get in-app purchases. In order to get such in app-purchases, Users must follow the instructions given by the online store which can vary according to the device in use (i.e. either "Apple Store" or "Google Play"). In this case, the User is also required to check and accept the terms and conditions of sale set forth by such third parties in the respective online stores.

Purchasing of a subscription plan

Further details on the available plans, can be found in the dedicated pages of Spreaker.

Recurring subscription

Payments start from the date when Users choose a paid subscription or modify another existing payment plan. The subscription must be renewed at each billing cycle to maintain the benefits provided by the paid services.

Methods of payment

Spreaker uses third-party tools for its payment processing and is not connected with any of the provided payment information – such as the credit card – in any way.

Any declined payment costs shall be borne by the User.

Right of withdrawal for European Consumers

According to the applicable European consumer protection law, in case of purchase of services the European Consumer has the right to terminate the Agreement, within 14 days days from the date the Agreement is entered into, without giving any explanation. For the purpose of exercising the right of withdrawal, the Consumer is obliged to inform the Owner, without any formality, of the decision to withdraw by sending an unequivocal statement to the address set out in this document. For the purpose of this communication, the Consumer can use the withdrawal form available at the bottom of the Agreement.

Any reimbursable amount will be returned by the Owner without undue delay, and in any event within 14 days of the notification of withdrawal by the Consumer, using the same means of payment used by the Consumer for the initial transaction, unless the Consumer has expressly otherwise agreed.

Limitations to the right of withdrawal

Notwithstanding the above, the Consumer acknowledges and accepts that the right of withdrawal does not apply to contracts for the supply of services after the full performance of the service by a professional if the performance initially began with the express consent of the User and their agreement to lose the right to withdraw. Therefore, if the European Consumer has made a purchase on Spreaker and the Service provided by the Owner is immediately provided so that Consumer has immediate access to the use of the relevant Service, the withdrawal right shall be no longer actionable. The User also acknowledges and agrees that the withdrawal shall not apply to the supply of digital content through a non-material medium once the execution of the agreement has begun with the express consent of the Consumer and their acknowledgement of the loss of the right to withdrawal. This means that whenever a European Consumer purchases digital items from within Spreaker, the withdrawal right shall be no longer actionable.

Refund and order correction

The User can ask for a refund or order correction only if:

• the User is charged for items that they did not purchase or
• they do not receive the items they did purchase or
• they are charged the incorrect amount.

Refund requests shall be processed provided that they are received within 24 hours from purchase. Refund requests received past 24 hours from purchase shall be evaluated at the Owner's sole discretion.

EXCEPT FOR THE ABOVE MENTIONED CASES, NO REFUND SHALL BE PROVIDED FOR ANY PURCHASE MADE.

Disclaimer of warranties and limitation of liabilities

Disclaimer of Warranties (non eu users)

THE OWNER PROVIDES THE SERVICES TO YOU STRICTLY ON AN "AS IS" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW THE OWNER EXPRESSLY DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE OWNER MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF ANY “CONTENT” AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY: (I) ERRORS, OMISSIONS OR INACCURACIES IN ANY “CONTENT”; (II) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO AND USE OF THE “SERVICES” AND “Spreaker”; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SYSTEMS AND/OR ANY INFORMATION ACCESSIBLE THROUGH SUCH SYSTEMS; (IV) ANY INTERRUPTION OF THE “SERVICES”; (IV) ANY VIRUSES, TROJAN HORSES, BUGS, MALWARE OR THE LIKE IN OR TRANSFERRED THROUGH THE “SERVICES” OR THROUGH THE ACTIONS OF ANY THIRD PARTY; (V) ANY ACCESS TO YOUR DEVICE AND/OR INFORMATION AVAILABLE THROUGH SUCH ACCESS; AND/OR (VI) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE “SERVICES.” THE OWNER DOES NOT ENDORSE, WARRANT, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY EVENT, PRODUCT OR SERVICE AVAILABLE THROUGH THE “SERVICES” OR ANY WEBSITE ACCESSIBLE THROUGH THE “SERVICES.” NO ACTION FROM OR ON BEHALF OF THE OWNER OR ANY OTHER SOURCE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF WARRANTIES, SO THE ABOVE WARRANTY EXCLUSIONS MAY NOT APPLY TO YOU.

Limitations of Liability (non eu users)

YOU USE Spreaker AND THE CONTENT THEREIN AT YOUR OWN RISK. IN NO EVENT WILL THE OWNER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, OR LOSS OF CUSTOMER DATA OR OTHER INTANGIBLE PROPERTY, EVEN IF THE OWNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF DAMAGES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE FROM AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.

Limitations of liability for the European User

Spreaker and all functions accessible through Spreaker are made available to the Users under the terms and conditions of the Agreement, without any warranty, express or implied, that is not required by law. In particular, there is no guarantee of suitability of the services offered for the User's specific goals. Spreaker and functions accessible through Spreaker are used by the Users at their own risk and under their own responsibility. In particular, the Owner, within the limits of applicable law, is liable for contractual and non-contractual damages to Users or third parties only by way of intent or gross negligence, when these are immediate and direct consequences of the activity of Spreaker. Therefore, the Owner shall not be liable for:

• any losses that are not a direct consequence of the breach of the Agreement by the Owner;
• any loss of business opportunities and any other loss, even indirect, that may be incurred by the User (such as, but not limited to, trading losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, etc.);
• damages or losses resulting from interruptions or malfunctions of Spreaker due to acts of force majeure, or at least to unforeseen and unforeseeable events and, in any case, independent of the will and extraneous to the Owner's control, such as, by way of example but not limited to, failures or disruptions of telephone or electrical lines, the Internet and / or other means of transmission, unavailability of websites, strikes, natural disasters, viruses and cyber attacks, interruptions in the delivery of products, third party services or applications and
• incorrect or unsuitable use of Spreaker by Users or third parties.

Indemnification

You agree to defend, indemnify and hold harmless the Owner, its parent, “sibling” and subsidiary corporation(s) (if any) and officers, directors, employees, advisors and agents thereof, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees and expenses) arising from: * your use of the Service; * your violation of this Agreement; * your violation of any third party right, including without limitation any copyright, property, or privacy right; or * any claim that your content caused damage to a third party.

Services Provided by third parties

Users may use third-party services or content included in Spreaker, but they must be aware of these third parties' terms and conditions and have given consent to them. Under no circumstances will the Owner be deemed liable in relation to the proper functionality or availability, or both, of third-party services.

Compliance with third parties terms of use

Spreaker is an audio platform that allows Users to broadcast together, from anywhere, using any device and simulcast to multiple social networks and other third-party platforms (e.g. Facebook, Twitch, YouTube etc.).

Notwithstanding the above, Spreaker is not endorsed, sponsored or certified by any such third party and nothing herein contained shall constitute a partnership between or joint venture by Spreaker and these third providers or constitute any party the agent of the others.

By using Spreaker, the Users acknowledge and agree to be bound also to these third-party providers’s terms of service and privacy policy, which Users are requested to read and accept before using their services.

Miscellaneous

Filing claims under DMCA

Under the Digital Millennium Copyright Act (DMCA), you can request that the Owner remove material that infringes a copyright. To do so you must file a document that is known as a DMCA “takedown notice”, which must comply with the requirements specified by the law.

In particular, your “takedown notice” must include:

• a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• 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;
• 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 the service provider to locate the material;
• information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
• a statement that the complaining party has 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;
• a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You must send this takedown notice in physical form using the contact information provided in this document.

If you knowingly misrepresent in your notification that the material or activity is infringing, you will be liable for any damages, including costs and attorneys' fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.

Providing the Service

From time to time the Owner may change certain aspects of the Service, such as adding or deleting certain features. The Owner may also decide to suspend or terminate the Services altogether. If the Services are terminated, the Owner will work with you to enable you to withdraw your information in accordance with applicable law. The Services might not be available at times you expect it, whether because of software or network problems or events that are known as “Force Majeure” such as acts of God, labor actions and other disruptions beyond the reasonable control of the Owner. The Services might not be available also because the Services are undergoing maintenance.

Changes to this Agreement

The Owner reserves the right to amend or otherwise modify this Agreement at any time, informing you by publishing a notice through Spreaker or otherwise communicating with you. Such changes will only affect the relationship with you for actions after you have accepted the new Agreement. Previous versions, which are archived by the Owner, will govern the relationship prior to your acceptance. You can email the Owner for a copy of any previous version. Your continued use of the Services after such changes will signify your agreement with and acceptance of this Agreement with its revised terms. If you do not wish to be bound by the changes, then your only recourse is to discontinue the use of the Services.

Assignment

This Agreement, and any rights and licenses granted in this Agreement, cannot be transferred or assigned by you without the Owner’s prior written permission, but may be assigned by the Owner without restriction.

Contacts

You consent to the Owner contacting you by your telephone number (if provided) or your email address. All communications relating to Spreaker must be sent using the contacts stated in this document. If you send a communication by email you must have valid confirmation of receipt to provide promptly to the Owner if requested.

Cancellation and termination of the Agreement

You may terminate the Agreement by cancelling your account at anytime by emailing the Owner at the contact details provided in this document and then following the specific instructions provided in our response.

Notwithstanding the provisions set forth under the section “Deleting Users accounts and account termination”, we reserve the right to terminate the Agreement and cancel your account in the following cases:

• in case of discontinuation of the Service;
• in case you fail to honour your obligation to pay for the Services you purchased;
• in case we suspect that you have engaged in any fraudulent or, in general, illegal activity in connection with Spreaker or in case of your infringement of the Agreement;
• if requested to do so by any public authority for any reason.

Without prejudice to any further action we may bring before the competent courts in order to protect and safeguard our rights.

Upon termination of the Agreement by either party for any reason:

• we will cease providing you with the Service and you will no longer be able to access your account;
• unless otherwise stated in the Agreement, you will not be entitled to any refunds of any fees, pro rata or otherwise;
• any outstanding balance owed to Spreaker for your use of the Service through the effective date of such termination will immediately become due and payable in full; and
• the UGC that you published will be taken offline unless it has used by the Owner for advertising and/or promotional purposes or shared by any other Users of Spreaker.

If at the date of termination of the Agreement, there are any outstanding fees that you owe us, you will receive one final invoice via email, at the email address that you provided upon registration. Once that invoice has been paid in full, you will not be charged again and we shall consider our relationship terminated.

Entire Agreement

This Agreement, together with any other legal notices published by the Owner constitute the entire agreement between Owner and you concerning the Services.

Severability

If any provision of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect.

No Waiver

The Owner’s failure to assert any right or provision under this Agreement shall not constitute a waiver of any such right or provision. Any waiver shall not be deemed a further or continuing waiver of such term or any other term.

Governing law and jurisdiction

Spreaker is controlled and operated by Voxnest, Inc. and this Agreement shall be governed by the laws of the place where the Owner has its registered office, without regard to principles of conflict of laws. You agree to be bound by such laws and to submit to the jurisdiction of the courts of the State of New York in connection with the interpretation or application of the Agreement. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.

An exception applies whenever the User can be qualified as Consumer, in which case the court where the Consumer has his/her domicile or residence has the sole jurisdiction.