Please read these Terms of Service (collectively with Podia’s Privacy Policy located at https://www.podia.com/privacy, and, where applicable, Podia’s EU Data Processing Addendum located at https://www.podia.com/dpa, the “Terms of Service”) fully and carefully before using www.podia.com (the “Site”) and the services, features, content or applications offered by Podia Labs, Inc. (“Podia”, “we”, “us” or “our”) (together with the Site, the “Services”). These Terms of Service set forth the legally binding terms and conditions for your use of the Site and the Services.

1) Acceptance of Terms.

1. By registering for and/or using the Services in any manner, including but not limited to visiting or browsing the Site, you agree to these Terms of Service (including, for clarity, the Privacy Policy and, where applicable, the EU Data Processing Addendum) and all other operating rules, policies and procedures that may be published from time to time on the Site by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you.

2. Certain of the Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference.

3. These Terms of Service apply to all users of the Services, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise.

4. ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND PODIA WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

2) Eligibility.

You represent and warrant that you are at least 16 years of age. If you are under age 16, you may not, under any circumstances or for any reason, access or use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms of Service or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party. If you are registering with Podia on behalf of an entity or a third party, you represent and warrant that you have full authority to bind that entity to these Terms of Service.

3) Registration.

In order to use the Services, you must register for an account on the Services (an “Account”). You must provide accurate and complete information and keep your Account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another person’s user account or registration information for the Services without permission. You must notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates.

4) Processing of Personal Data

Your personal data will be treated in accordance with Podia’s Privacy Policy, available at https://www.podia.com/privacy. To the extent that you are a controller that provides Podia with personal data of third party data subjects, including without limitation other users of the Services, that is subject to European Union Regulation (EU) No. 2016/679 of 27 April 2016, also known as the General Data Protection Regulation, you agree to the terms contained in Podia’s EU Data Processing Addendum, available at https://www.podia.com/dpa.

5) Content.

A. Definition. For purposes of these Terms of Service, the term “Content” includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. For the purposes of this Agreement, “Content” also includes all User Content (as defined below).

B. User Content. Podia shall not be responsible for any Content added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively “User Content”), whether publicly posted or privately transmitted. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate.

C. Notices and Restrictions. The Services may contain Content specifically provided by us, our partners or our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.

D. Use License. Subject to these Terms of Service, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using the Services is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.

E. Availability of Content. We do not guarantee that any Content will be made available on the Site or through the Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service, or for no reason at all and (ii) to remove or block any Content from the Services.

6) Rules of Conduct.

A. As a condition of use, you promise not to use the Services for any purpose that is prohibited by these Terms of Service. You are responsible for all of your activity, and all activity connected to your Account in connection with the Services (including without limitation your communications and collection of data from other users of the Services).

B. You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content, including without limitation User Content, on or through the Services that:
i. infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity, or violates any law, rule, or regulation (whether domestic, foreign, or international) or contractual duty;
ii. violates these Terms of Service;
iii. you know is false, misleading, untruthful or inaccurate;
iv. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;
v. constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
vi. contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equ ipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;
vii. impersonates any person or entity, including any of our employees or representatives; or
viii. includes anyone’s identification documents or sensitive financial information.

C. You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or “spam” on the Services; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; (vi) harvest or scrape any Content from the Services; or (vii) otherwise take any action in violation of our guidelines and policies.

D. You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.

E. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.

7) Third Party Services.

The Services may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

8) Payments and Billing.

A. Paid Services. Certain of our Services may be subject to payments now or in the future (the “Paid Services”). Please see https://www.podia.com/pricing for a description of the current Paid Services. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of this Agreement.

B. Billing. We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms of Service. We are not responsible for error by the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

C. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

D. Recurring Billing. Some of the Paid Services may consist of an initial period, for which there is no charge or a one-time or initial charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO https://app.podia.com/account/billing.

E. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT HTTPS://APP.PODIA.COM/SETTINGS. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.

F. Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

G. Auto-Renewal for Subscription-Based Services. Unless you opt out of auto-renewal, which can be done through your Account settings at https://app.podia.com/account/billing, any subscription-based Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Subscription Services at any time, go to https://app.podia.com/account/billing. If you terminate a subscription-based Service, you may use your subscription until the end of your then-current term; your subscription will not be renewed after your then-current term expires. However, you won’t be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.

H. Reaffirmation of Authorization. Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.

I. Free Trials and Other Promotions. Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at hello@podia.com.

9) Warranty and Other Disclaimers.

A. We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding:
i. which users gain access to the Services;
ii. what Content you access via the Services; or
iii. how you may interpret or use the Content.

B. You release us from all liability for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services.

C. THE SERVICES AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

D. WE DO NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES, AND SUCH FAILURES MAY RESULT IN ERRORS OR DATA LOSS. WE DISCLAIM ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING, OR BY THE LOSS OF ANY DATA OR INFORMATION YOU PROVIDE TO PODIA. FURTHERMORE, WE DISCLAIM ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.

10) Indemnification.

You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Site, the Services, Content, or otherwise from your User Content, your violation of these Terms of Service, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

11) ARBITRATION CLAUSE AND CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS:

A. ARBITRATION; CLASS ACTION WAIVER. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND PODIA OR ITS OFFICERS, DIRECTORS OR EMPLOYEES IN THEIR CAPACITY AS SUCH (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH PODIA, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OF SERVICE, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION IN ACCORDANCE WITH THE STREAMLINED ARBITRATION RULES AND PROCEDURES OF JAMS, INC. THEN IN EFFECT, AND YOU AND PODIA HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT YOU HAVE IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE PODIA’S INTELLECTUAL PROPERTY RIGHTS, WE MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF NEW YORK. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND PODIA WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. AS AN ALTERNATIVE, YOU MAY BRING YOUR CLAIM IN YOUR LOCAL “SMALL CLAIMS” COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT’S RULES AND IF WITHIN SUCH COURT’S JURISDICTION, UNLESS SUCH ACTION IS TRANSFERRED, REMOVED OR APPEALED TO A DIFFERENT COURT. YOU MAY BRING CLAIMS ONLY ON YOUR OWN BEHALF. NEITHER YOU NOR PODIA WILL PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION FOR ANY CLAIMS COVERED BY THIS AGREEMENT TO ARBITRATE. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST PODIA INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if Podia is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event JAMS, Inc. is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either Podia or you can elect to have the arbitration administered instead by the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. The arbitration shall be conducted in the English language. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Service. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or these Terms of Service must be filed within one (1) year after such claim of action arose or be forever banned.

B. 30-Day Opt-Out Period. If you do not wish to be bound by the arbitration and class-action waiver provisions in this Section 15, you must notify Podia in writing within 30 days of the date that you first accept these Terms of Service (unless a longer period is required by applicable law). Your written notification must be mailed to Podia at the following address: 228 Park Ave S, PMB 96490, New York, NY 10003-1502. If you do not notify Podia in accordance with this Section 15(b), you agree to be bound by the arbitration and class-action waiver provisions of these Terms of Service, including such provisions in any Terms of Service revised after the date of your first acceptance. Such notification must include: (i) your name; (ii) your email and mailing addresses and (iii) a statement that you do not wish to resolve disputes with Podia through arbitration. If Podia makes any changes to the Arbitration and Class Action Waiver section of these Terms of Service (other than a change to the address at which we will receive notices of dispute, opt-out notices, or rejections of future changes to the Arbitration and Clause Action Waiver section), you may reject any such change by sending Podia written notice within 30 days of the change to the address set forth in this Section 15(b). This notification affects these Terms of Service only; if you previously entered into other arbitration agreements with Podia or enter into other such agreements in the future, your notification that you are opting out of the arbitration provision in these Terms of Service shall not affect the other arbitration agreements between you and Podia.

C. Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration and Class Action Waiver section will be null and void. This arbitration agreement will survive the termination of your relationship with Podia.

12) Limitation of Liability.

IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF the greater of (A) fees paid to us for the particular Services during the immediately previous three (3) month period or (B) $500.00.

13) Governing Law and Jurisdiction.

These Terms of Service shall be governed by and construed in accordance with the laws of the State of New York, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of New York County, New York.

14) Modification.

We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to check these Terms of Service periodically for changes. Your continued use of the Services following notification of any changes to these Terms of Service constitutes acceptance of those changes, which will apply to your continued use of the Services going forward. Your use of the Services is subject to the Terms of Service in effect at the time of such use.

15) Miscellaneous.

A. Entire Agreement and Severability. These Terms of Service (including, for clarity, the Privacy Policy and, where applicable, the EU Data Processing Addendum) are the entire agreement between you and us with respect to the Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

B. Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

C. Assignment. These Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.

D. Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect.

E. Notices. Unless otherwise specified in these Terms of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to hello@podia.com.

F. No Waiver. Our failure to enforce any part of these Terms of Service shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.

G. Headings. The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation.

Contact: You may contact us at the following address: 228 Park Ave S, PMB 96490, New York, NY 10003-1502

Effective Date of Terms of Service: May 29, 2024

TERMS OF SERVICE FOR THE ASTROLOGY CERTIFICATION PROGRAM, AND OTHER COURSES OFFERED ON PODIA:

i. COURSE EXAMPLE DISCLAIMER: Some course content may include recording a live call component, where clients/students are able to have the opportunity to volunteer their birth information in order to look at and analyze their birth chart in a group setting as an example for the class. These live calls are recorded and uploaded to the class modules, available for viewing as long as any student has an account. By accepting these terms and conditions, the client accepts that the provider, Helena Woods LLC, will provide this digital information online via recording, and will only do so if the client volunteers their own birth information in the aforementioned live call.

Personal Information

Some offers or services, including course content, may include recording live calls, where clients/students may have the opportunity to volunteer personalized information, e.g. birth information, in order to analyze their birth chart in a group setting. These live calls are recorded and reproduced as part of class modules or other products and are available for viewing as long as any student or customer has an account. By accepting these terms and conditions, the participant understands 1) sharing information on a recorded call does not have an expectation of confidentiality; 2) that the participant's name/image/likeness may be shared and distributed as part of other products and offers in perpetuity, 3) and that Participant hereby releases Helena Woods LLC, from any liability for any damages that may result of any information shared on such a recorded call. If participants have any concerns about sharing personalized information, they are invited to contact the Company and make alternate arrangements to participate in another way. 

1.                 ASTROLOGY CERTIFICATION PROGRAM - Participant Agreement

This Agreement (the “Agreement”) is entered into by and between Helena Woods LLC, a limited liability company organized in New York, (“Company”) and the individual (“Practitioner”).

Company has developed their intellectual property into a Program (as defined below) and Practitioner desires to obtain certification and sub-license rights from Company in order for Practitioner to be a Certified Practitioner of the Program with third parties (as defined below.) In consideration of the commitments set forth below, the adequacy of which consideration the parties hereby acknowledge, the parties agree as follows.

2. Definitions

a)    “Practitioner” means being a Certified Locational Astrology Practitioner by Helena Woods

b)    “Certification” means a valid authorization from Company to use the Program and certain intellectual property as explained herein.

c)     “Class” means a live or synchronous teaching session led by Practitioner, through any channel or format.

d)    “Course” means a digital multi-session instructional developed, designed, and sold as a product with synchronous and asynchronous materials that includes materials from the Program, regardless of the branding.

e)    “Program” means published materials and processes (in print or online form) and any other works of authorship created by or for Company (including any copyrightable works) intended for the instruction and certification of Practitioners.

f)      “Practitioner Certification Training” means a set of trainings offered by Company and required for a Practitioner to receive Certification.

3. Certification Obligations and Intellectual Property License.

a)    Certification. Practitioner understands and agrees that Certification is a prerequisite to obtaining the license under this Agreement to use the Program in a commercial setting. Practitioner agrees to:

1.      Complete the Certification Training

2.      Take the Assessment test (maximum of three attempts) within twelve (12) months of purchasing the Certification Training. Passing is 90% of questions correct to become certified.

3.      Provide the Evidence Portfolio Post-Session Reflection Form to Company within 12 months of purchasing the Certification Training to join the Relocation Astrology Rolodex.

4.      Pay the required fees

b)    Rolodex Listing. In addition to the obligations above, to participate in the Rolodex of Practitioners (Aligned Astrocartographers Rolodex), Practitioner must:

1.  Complete and provide the Evidence Portfolio Post-Session Reflection Form to Company.

2.    If on a payment plan, to finish their payment plan or pay any remaining balance for the course fee in full.

c)     Practitioner Obligations. Practitioner is granted a limited, personal, non-exclusive, non-transferable license to access and use the materials as distributed by Company for Practitioner’s use only as defined by this Agreement. You, the Practitioner, may share information from the Program with appropriate citations to Helena Woods and the Certification Program in the following ways:

1.      as part of in-person classes, workshops, speeches or seminars

2.      virtual classes, workshops, webinars, or social media live events

3.      live interviews on podcasts, YouTube channels, or to closed communities, even if such appearances are recorded and made available to the communities (so long as these appearances are not  marketed or sold individually)[1] 

d)    Practitioner Restrictions: Practitioner may not use the Program to create any of the following under this Agreement:

1.      Any Course, Program, membership, mastermind, or any other digital offer where you pre-record materials containing some or all of the Program and make them available for asynchronous (translation: you record it and then make it available) distribution or purchase. (Not charging and “giving the materials away” is still prohibited).

2.      Mobile or desktop software application

3.      A certification or train-the-trainer style of program

e)    License: The Company retains all of the rights to its intellectual property, including any and all intellectual property and its trademarks, logos, slogans, courses, handouts, graphics, photographs, or other Program materials, or any other content protected by US law. Practitioner may not set up a domain or social media account with the same or similar name to Company or any of its products or programs. NOT ALL SHARING IS CARING. We have invested a lot of time and money into creating and protecting our Program as intellectual property and ask the same respect from you. If you want to expand your options for the distribution of the Program, please reach out to us about licensing or affiliate opportunities.

f)      Watermarks. Any materials that contain watermarks or copyright statements must keep those marks intact for any distribution, whether in print or digital form.

g)    Infringement. Practitioner hereby agrees that any infringement of Company’s intellectual property shall result in an immediate termination of the license granted hereunder. To be clear, if you violate the Company’s intellectual property rights, your access to the site, services, and related products will be terminated immediately, and you shall not be entitled to a refund of any portion of the fees. You may also be subject to further penalties or damages as permitted by the fullest extent of the law.

h)    Additional Terms. Practitioner understands that this Agreement incorporates by reference the Terms and Conditions of Company helenawoods.com and any of its related websites or domains, including the terms and conditions of its products or Courses.

4. Certification and Course Fees

a.       Certification and Course Fees. Practitioner agrees to pay the applicable fees as listed in U.S. Dollars on the sales page. Such fees may be posted online by Company  or will otherwise be communicated by Company and are subject to change at any time.

b. 1.      Certification and Course Completion. Practitioner agrees that all assignments and Program must be successfully completed, including the Assessment to the satisfaction of Company, in their sole discretion, for the Practitioner to be deemed Certified and allowed the license as detailed in this Agreement. If Practitioner starts but does not successfully complete the Program for any reason, there will be no refund and they may not be a Certified Practitioner and obtain the rights detailed in this Agreement, including the license of intellectual property. If the Practitioner does not pass the Assessment or provide the materials or fees as specified here and on any applicable sales page,  there will be no refund and they may not be a Certified Practitioner and obtain the rights detailed in this Agreement, including the license of intellectual property. Regarding course purchases, Practitioner is entitled to a refund within 24 hours after purchase. After 24 hours have elapsed, practitioner will no longer be eligible for a refund for the course they purchased.

b. 2. Payment Timing. In order for Company to process the Practitioner's assessment, if Practitioner is on a payment plan, Practitioner must complete their payment in full before their assessment can be processed by Company. Practitioner understands and agrees that the "Aligned Astrocartographers" Rolodex is a promotion service that is offered "as is" to those who have met the requirements, which may be changed at any time in Company's sole discretion, and that there is no guarantee of results from participating in the Rolodex.

c.       Software. Practitioners are required to purchase a license to the Solar Fire or equivalent software to provide readings in connection with the Program. Equivalent Software is determined at the discretion of Company.

d.      Taxes. The fees due under this Agreement are net of any tax, tariff, duty, or assessment imposed by any government authority. Practitioner shall be responsible for any national, state, or local sales, use, value-added or other tax, tariff, duty, or assessment imposed by any governmental authority arising out of this Agreement.

4. Term and termination

1. Term. The term of this Agreement commences on Practitioner’s payment of certification fees and signing of the agreement and terminates when the Practitioner no longer uses any of Company’s intellectual property.

1. Termination. Company reserves the right to change or discontinue the Rolodex at any time with at least 60 days notice. Company reserves the right to revoke Certification at any time if Company determines, in its sole and reasonable discretion, that the Practitioner’s conduct constitutes or is likely to constitute: 

1.      a misappropriation of Program;

2.      a material breach of this Agreement; 

3.     a violation of Company’s Practitioners Code of Conduct, which is attached as Exhibit A to this Agreement and may be updated by Company from time to time

1. Effect of Termination. Upon termination or expiration of this Agreement, all licenses and other authorizations granted under this Agreement terminate, Practitioner shall immediately (i) cease using the Program and (ii) return any and all copies of Practitioner-specific materials. If Practitioner is teaching a current group of participants upon termination of this Agreement, Practitioner will cooperate with Company to the extent necessary to arrange for substitute instruction. Section 2, 5, 6, 7 and any other provisions of this Agreement that, by their terms, contemplate continuing effectiveness beyond the term of this Agreement, will survive termination or expiration of this Agreement.

5. Confidentiality

a)    Confidential Information. “Confidential Information” means: (i) all software code, documentation,, and other materials included in or furnished by Company as part of the Course and Program; and (ii) any other non-public technical or business information of Company (or its licensors), including without limitation any information relating to Company’s methodologies, software, know-how, current and future products and services, research, financial information, customer lists, business forecasts, marketing plans and information, the terms and conditions of this Agreement, and any other information of Company (or its licensors) that is conspicuously identified as confidential or proprietary at the time of disclosure or that Practitioner should otherwise reasonably understand to be confidential or proprietary to Company or it licensors due to the nature of the information or the circumstances of its disclosure.  

b)     Obligations. Practitioner shall only use Confidential Information for the purpose of exercising its rights and fulfilling its obligations under this Agreement; otherwise, except as authorized in writing by Company, Practitioner shall (i) preserve and protect the confidentiality of all Confidential Information; and (ii) not disclose Confidential Information to any third party. 

c)      Injunction. Practitioner agrees that Company will suffer irreparable harm in the event that Practitioner breaches any obligations under this Section 5, and that monetary damages will be inadequate to compensate Company for such breach. In the event of a breach or threatened breach of any of the provisions of this Section, in addition to and not in limitation of any other rights, remedies or damages available at law or in equity and without the necessity of posting bond or proving that it has no adequate remedy at law, Company will be entitled to seek a temporary restraining order, preliminary injunction and/or permanent injunction in order to prevent or to restrain any such breach.

6. Warranty disclaimer, limitation of liability, and indemnification

a.       No Warranty. THE PROGRAM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, Company SPECIFICALLY DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING FROM CUSTOM, USAGE, COURSE OF DEALING OR OTHERWISE, REGARDING THE SAME, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. 

b.      Exclusion of Damages. IN NO EVENT WILL Company BE LIABLE TO GUIDE FOR ANY LOSS, DAMAGES, CLAIMS OR COSTS WHATSOEVER ARISING FROM LOST REVENUE, PROFITS OR SAVINGS, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY, ALL REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF Company HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

c.       Maximum Liability. Company’s TOTAL AGGREGATE LIABILITY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT OF ACTUAL DIRECT DAMAGES UP TO THE AMOUNT PAID BY GUIDE UNDER THIS AGREEMENT FOR THE 12-MONTH PERIOD PRIOR TO THE DATE UPON WHICH THE LIABILITY AROSE. 

d.      Indemnification. Practitioner shall indemnify, defend, and hold harmless Company and any of its directors, officers, employees, and agents from and against any liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) from any third-party claim, demand, action or other proceeding arising out of any breach by Practitioner of any provision of this Agreement or from any negligence, malfeasance or nonfeasance on the part of Practitioner.

e.       Results. Company cannot guarantee Practitioner’s results, earnings, profits, or future earnings achieved because of the use of the Program or your certification as a Practitioner, nor can we provide Practitioner with professional and/or legal advice. Practitioner’s financial success will be completely dependent on Practitioner’s individual understanding and application of the Program. Any testimonials or marketing materials shared by other Practitioners on their financial success reflect their individual and varied experiences and may not be typical.

7. Miscellaneous

a.       Relationship of the Parties; No Endorsement. The parties are independent contractors and shall so represent themselves in all regards. Nothing in this Agreement will be construed as creating any partnership, joint venture, franchise, sales representative or employment relationship between the parties. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. By entering into this Agreement, Company neither directly nor indirectly endorses Practitioner or any Classes, and Practitioner shall not state or imply that this Agreement is an endorsement by Company. 

b.      Severability. If any term or provision of this Agreement should be declared unlawful, void or unenforceable, the remaining terms and provisions of this Agreement shall be unimpaired and remain in full force and effect, and the unlawful, void or unenforceable term or provision will be deemed to be restated so as to be enforceable to the maximum extent permissible under law.

c.       Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties relating to the subject matter of this Agreement and supersedes all previous and contemporaneous communications or agreements, whether written or oral, with respect to the subject matter of this Agreement. 

d.      No Assignment. Practitioner may not, under any circumstance, sublicense, assign, or transfer this Agreement or Practitioner’s Certification (including any rights or obligations hereunder, in whole or in part). Any purported assignment will be null and void and of no force or effect.

e.       Modification. This Agreement may not be modified or amended, in whole or part, except by a written agreement signed by the parties.

f.        Choice of Law and Jurisdiction. This Agreement will be governed by, construed and enforced according to the laws of the State of Florida and controlling U.S. federal law, without regard to any choice-of-law rules or principles. Any dispute arising out of or related to this Agreement will be resolved only in the state or federal courts located nearest the headquarters of Company in Florida, and hereby submits to the exclusive jurisdiction of such courts.

g.       Waiver of Jury Trial. THE PARTIES ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF ANY LITIGATION IN ANY WAY RELATED TO THIS AGREEMENT.

h.      Waiver. Any waiver by Company of any rights or remedies under this Agreement must be in writing and signed by a duly authorized representative of Company.

i.         Execution in Counterparts. This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will constitute a single instrument.

Exhibit A

Practitioner Code of Conduct

The following behavior guidelines and expectations are designed to make everyone's experience while participating in our Courses a positive experience for all attending. This means that all participants and staff adhere to the core values of Company and respect the individual rights, safety, and property of others. 

Practitioners agree to maintain the highest of professional standards at all client interactions, meetings, projects, membership or volunteer opportunities, and events.

Since practitioners will be customer facing and associated with Company and its affiliates and have the potential for negative impact on the brand/reputation of Company and its affiliates, Practitioners understand and agree to maintain the following standards of professionalism (as updated from time to time by Company).

●        Practitioners will not make promises, claims, or outlandish statements of benefit in marketing and promotion of your services.

●        Practitioners will not disparage or dissuade against working with any other Certified Practitioners.

●        Practitioners will do their best to create the optimal culture of learning and growth for participants including, being in a quiet and calm location for coaching, learning, being focused and not multi-tasking during engagements, and being reasonably available to provide the services agreed upon for Practitioner’s engagements.

●        Practitioners recognize the sensitive and vulnerable nature of the work being done and hold to the highest standard of non-disclosure and confidentiality for the participants.

●        Practitioners will not commit any crime, offense, act of fraud, personal dishonesty or misappropriation relating to or involving Company (whether or not convicted or entering a plea of guilty, nolo contendere, etc., with respect to the same). 

●        Practitioners agree not to manufacture, distribute, dispense, possess, sell or purchase any controlled substance for which the Practitioner does not have a valid prescription in their applicable jurisdiction.

●        Practitioners agree not to have objectionable content on their sites or platforms at any time. If any Practitioner content contains objectionable content, Company may terminate this agreement. Objectionable content includes content that: promotes or contains sexually explicit materials; promotes violence or contain violent materials; promotes or contain libelous or defamatory materials; promotes discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age; promotes or undertakes illegal activities; include any of Company’s trademarks or copyrights, or a variant or misspelling of a trademark or copyright of Company, in any domain name, subdomain name, or in any username, group name, or other identifier on any social networking site without explicit permission; or otherwise violates intellectual property rights of Company or any third parties.

●        Practitioners agree not to be under the influence of alcohol or illegal substances while delivering services, discussing the Program, and/or being in the presence of prospective customers.

●        All interactions through communication tools should be courteous and professional.

●        Practitioners understand that any violation of this Code of Conduct can result in any of these actions in Company’s sole discretion: 1) removal of their name and contact information from the Rolodex 2) revocation of the Certification license and 3) removal of access to any Company materials, events, or offers.

Addendum: In order to process a student's assessment, if the student is on a payment plan, the student must complete their payment in full before their assessment can be processed, and for the student to then be able to join the aligned astrocartographers Rolodex.

Addendum regarding the Anywhere Office course:

Disclaimer: We hope you find the information in the course useful, but want to make it clear that we are not providing legal, financial, or tax advice of any kind and that this information is offered for educational purposes only. We do not guarantee any personal or financial results as a consequence of using the information we provide, as everyone's situation is different, complex, and unique. We recommend you shop around for the best providers for your individualized situation, including with any credit card or banking providers, and ask many questions before investing in any financial product. If any of the resources mentioned contain affiliate links, which would include a commission to us at no additional cost to you, they will be clearly marked as such. Thanks!