Welcome to Chartable. By accessing the Chartable website ("Site") or using the services offered by Chartable ("Services") you agree and acknowledge to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms or to our Privacy Policy, please do not access the Site or use the Services. Chartable reserves the right to change these Terms at any time. We recommend that you periodically check this Site for changes.

Changes to the Terms of Service

We reserve the right to update and revise these Terms at any time. We’ll make sure to also change the “Last Updated” date at the top of this page so you can tell if these Terms have changed since your last visit. Any such changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. Please review these Terms regularly because once we post any changes, your continued use of the Services constitutes your acceptance of the revised Terms.

Usage of the Site and Services

Chartable grants you limited, revocable and non-transferable permission to access the Site and use the Services in accordance with these Terms and the instructions and guidelines posted on the Site. Chartable reserves the right to terminate this agreement including your right to use the Site and Services at any time and for any reason or in the future charge for commercial usage.

Eligibility; User Restrictions

We only permit individuals who are at least 18 years old, or the age of majority in your province, territory or country, and who can form legally binding contracts with us to use the Services. Individuals under the age of 18, or the applicable age of majority, (“Minors”) may utilize the Services only with the consent and support of a parent, legal guardian or other qualified adult. If you are a parent or guardian and you allow your Minor to use the Services, you agree to be bound by the Minor’s use of the Services and by these Terms. If you are a Minor and do not have the requisite parent or guardian consent, please do not attempt to access or use the Services.

You can only use or receive the Services to the extent the laws of your jurisdiction or the United States do not bar you from doing so. Please make sure these Terms are in compliance with all laws, rules and regulations that apply to you. You are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

Access to Services; Account Registration

By accessing the Services, you warrant that:

(i) You are legally capable of entering into binding contracts;

(ii) All registration information you submit is truthful and accurate;

(iii) You will maintain the accuracy of such information; and

(iv) Your use of the Services does not violate any applicable law or regulation.

To access our Services, you may be required to register with the Site and create a user account (“Account”). If you create an Account, you are solely responsible for any activity that occurs through your Account. In order for us to provide you the best possible service, you agree to provide us with complete, accurate, and updated information for your Account at all times. You agree that all information that you submit upon creation of your Account is accurate and truthful and you have the right to post the content on the Service and grant a license to Chartable. If any information is incorrect or outdated, it can lead to errors or delays, for which we will not be responsible.

You should not share your Account information. You should not use another person’s Account or registration information for the Services without permission. Similarly, no one else should be able to use your Account without permission. You are solely responsible for keeping your Account and Account password secure and for any consequence resulting from your failure to do so. You should never publish, distribute, or post login information for your Account.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms. You can always delete your Account by emailing us at [email protected].

Payment Terms

All invoices are payable by you to Chartable net thirty (30) days from the invoice date. All amounts owed by you to Chartable for the Services (“Service Fees”) are in U.S. Dollars. Past due amounts shall bear a late payment charge, until paid, at the rate of 1.5% per month or the maximum amount permitted by law, whichever is higher. To the fullest extent permitted by applicable law, all Service Fees paid hereunder are non-refundable. To the extent Chartable requires payment via credit card for any Services, you hereby authorize Chartable to charge such credit card on the above basis for amounts due. You agree to maintain its credit card in an active status, and/or provide updated credit card and billing information to Chartable to allow for the payments. You agree to pay for all charges for Services if charges made to your credit card are unsuccessful for any reason. Chartable currently uses a third party payment processor to process credit card payments. The processing of credit card payment will be subject to the third party processor’s privacy policy.

Taxes

Unless stated otherwise, the amounts that the parties must pay under this agreement are exclusive of VAT, GST, HST, sales taxes or other similar taxes, duties, charges or assessments ("Indirect Taxes"). Chartable reserves the right to collect any Indirect Taxes that may become due in accordance with applicable law in connection with the Services. Where required by the law of a jurisdiction, each party will provide the other with a valid VAT registration number and if requested, a declaration as to VAT registration status. Each party will fulfill its obligations relating to Indirect Taxes including any obligation to pay Indirect Tax where applicable. The parties will use their best efforts to ensure the correct Indirect Tax outcomes. You will provide all information requested by Chartable from time to time to ensure the proper tax reporting and treatment of payments contemplated herein. Each party shall be solely responsible for the payment and reporting of all taxes applicable to its own income and activities in each jurisdiction where applicable. Chartable assumes no liability or responsibility for any of your tax obligations and related compliance and filings arising as a result of this agreement or otherwise. Digital service taxes (“DST”) will be added on top of agreed amounts for all jurisdictions where DSTs are enacted. The parties agree that, to the best of their knowledge, there is no withholding tax applicable to payments due to Chartable under this agreement; however, if tax must be withheld, you are required to gross up the payment to Chartable, so that the amount received by Chartable is the same amount as Chartable would have received if no tax was withheld.

User Responsibility

You are solely responsible for your use of the Site and Services. User-posted content does not represent the advice, views, opinions or beliefs of Chartable, and Chartable makes no claim of accuracy of any user-posted material. Chartable allows for the posting of links to third-party websites. The linked websites' content, business practices and privacy policies are not under our control, and we are not responsible for the content of any linked website or any link contained in a linked website. The inclusion of a link on the Site or Services does not imply any endorsement by or any affiliation with Chartable. In accessing the Site and Services or following links to third-party websites you may be exposed to content that you consider offensive or inappropriate. You agree that your only recourse is to stop using the Site and Services.

User-Posted Content

By posting content, you are granting permission to us and others to access and use it in connection with the Services, the Site and otherwise in connection with our business. Please note that just because your content does not have a license agreement attached to it does not mean that it is public domain. Your use of a license in connection with your content does not affect Chartable's right to access and use it in connection with the Services, the Site or otherwise in connection with our business.

Acceptable Content / Behavior

In particular, you agree to abide by all applicable local, state, national and international laws and regulations and are solely responsible for all acts or omissions that occur under your account made by you including the content of your transmissions through the Site. By way of example, and not as a limitation, you agree NOT to:

• Defame, abuse, harass, stalk, threaten or otherwise violate the rights (such as rights of privacy and publicity) of others.
• Publish, distribute and/ or disseminate any harmful, obscene, indecent, unlawful, libelous, profane, defamatory, infringing, inappropriate, hateful, or racially, ethnically or otherwise objectionable material or information.
• Use other customers' personal data for purposes other than establishing contact that is reasonably expected to be welcomed by such other customers.
• Submit materials that are unlawful or promote or encourage illegal activity or that would violate the property rights of others.
• Submit materials of any third party without such third party's prior written consent, or materials that falsely express or imply that such materials are sponsored or endorsed by Chartable.
• Create a false or misleading identity of, including, but not limited to, a Chartable employee, or falsely state or otherwise misrepresent your affiliation with a person or entity, for the purpose of misleading others as to the identity of the sender or the origin of a message or to harvest or otherwise collect information about others.
• Transmit, email or post any material that contains in any form software viruses or such programs as including but not limited to, Trojan horses, worms, time bombs, cancel-bots, computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
• Use the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the website.
• Attempt to gain unauthorized access to the Site, other accounts, computer systems or networks connected to the Site, through password mining or any other means.
• Modify, adapt, translate, or reverse engineer any portion of the Site, or use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion or the Site.
• Reformat or frame any portion of the web pages that are part of the Site.
• Disseminate content that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary right of any party or infringes any intellectual property law or any other applicable law.
• Remove any copyright, trademark or other proprietary rights notices contained in or on the Site.
• Disseminate any unsolicited or unauthorized advertising, promotional materials, 'junk mail', 'spam', 'chain letters', 'pyramid schemes', or any other form of such solicitation.
• Interfere with another customer's use and enjoyment of the Site.
• Harvest or collect email addresses or other contact information of customers, including usernames, from the Site by electronic or other means.

Chartable is not responsible for the manner or circumstances by which third parties access or use public content and is under no obligation to disable or otherwise restrict this access.

You should be aware that content presented to you as part of the Services may be protected by intellectual property rights which are owned by the owners of that content (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this content (either in whole or in part) unless you have been specifically told that you may do so by Chartable (if applicable) or the owners of that content, in a separate agreement.

Feeds and API

By linking a feed to your account or giving us any information about accounts on other websites, you represent that you have the right to permit us to reproduce this content on the Chartable website and that the content is not obscene or illegal. You also agree that you have a lawful basis for collecting any personal data and that if you are using hosting services, the hosting services include a privacy policy that describes the lawful basis for the collection of any personal information.

Chartable may provide access to portions of its Site and Services via RSS feeds and an API; for the purposes of these Terms, such access constitutes use of the Site and Services. Chartable asks that you use these features respectfully, as outlined in the documentation. You may not use these or any other features or the Site itself to allow the display of a substantial portion of the Chartable database or reproduce, duplicate or copy the Chartable Site. Chartable reserves the rights to change these features at any time and to disable access to the feeds and the API at any time for any reason.

Privacy

The data protection terms set forth at https://chartable.com/dpa shall be incorporated by reference. Such data protection terms will supersede any previously entered data protection terms or similar documents between the parties.

Data Use

You acknowledge and agree that Chartable will be entitled to collect and use data contained in or derived from your content and your usage of the Site and Services both during and beyond the term of such use, for performance of the Site and Services, analytics, platform monitoring, and product improvement, provided that Chartable will not identify you externally in connection with such data usage.

Intellectual Property

Chartable, the Chartable logo and the Chartable design are trademarks or trade dress of Chartable, and may not be used without express written permission from Chartable.

All other trademarks not owned by Chartable that appear on this Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Chartable.

Chartable-originated content included on the Site, such as text, graphics, logos, data compilations, APIs, software and the compilation of all content on the Site, is the property of Chartable and its licensors and protected by United States and international copyright laws. Except as set out in these Terms, no reproduction of any Chartable-originated content is permitted without written permission from Chartable.

Chartable respects the intellectual property of others, and we ask our users to do the same. Chartable has no responsibility for content on other web sites that you may find or access when using our products or services. Material available on or through other web sites may be protected by copyright and the intellectual property laws of the United States and/or other countries. The terms of service of those web sites, and not the Chartable Terms, govern your use of that material.

It is our policy, in appropriate circumstances and at our discretion, to disable and/or terminate the accounts of users who may infringe the copyrights or other intellectual property rights of Chartable and/or others.

Notice for Claims of Intellectual Property Violations and Agent for Notice

If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide Chartable's Copyright Agent with the following information:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
3. a description of where the material that you claim is infringing is located on the Yahoo! site, with enough detail that we may find it on the web site;
4. your address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
6. a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Our copyright agent can be reached as follows:

Chartable Holding, LLC ℅ Spotify
150 Greenwich Street
New York, NY 10007

Please note that, due to security concerns, attachments cannot be accepted. Accordingly, any notification of infringement submitted electronically with an attachment will not be received or processed.

No Warranty and Limitation of Liability

WE PROVIDE THE SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, INFORMATION ACCURACY, INTEGRATION, INTEROPERABILITY OR QUIET ENJOYMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

You understand and agree that you use the Site and Services at your own discretion and risk and that you will be solely responsible for any damages that arise from such use. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, OR ANY OTHER DAMAGES WHATSOEVER (HOWEVER ARISING, INCLUDING BY NEGLIGENCE), INCLUDING WITHOUT LIMITATION, DAMAGES RELATED TO USE, MISUSE, RELIANCE ON, INABILITY TO USE AND INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SITE OR SERVICES, DAMAGES INCURRED THROUGH ANY LINKS PROVIDED ON THE SITE AND THE NONPERFORMANCE THEREOF AND DAMAGES RESULTING FROM LOSS OF USE, SALES, DATA, GOODWILL OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF SUCH POSSIBILITY. YOUR ONLY RIGHT WITH RESPECT TO ANY DISSATISFACTION WITH THIS SITE OR SERVICES OR WITH US SHALL BE TO TERMINATE USE OF THIS SITE AND SERVICES.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services or your use of any information obtained through the Services.

Arbitration

At our sole discretion, we may require you to submit any disputes arising from these Terms, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association. The arbitration shall be seated in New York, New York.

Severability

If it turns out that any part of these Terms is invalid, void, or for any reason unenforceable, that term will be deemed severable and limited or eliminated to the minimum extent necessary. The limitation or elimination of the term will not affect any other terms.

Force Majeure

We take our commitment to customers seriously, and we’ll do what we can for you. However, sometimes things may come up that are outside of our control. We will not be liable for any failure to perform any of our obligations stated in these Terms if the failure results from a cause beyond our reasonable control, including—without limitation—mechanical, electronic or communications failure or degradation, strikes or other labor disputes (whether or not relating to our workforce), restraints or delays affecting carriers, or our inability or delay in obtaining supplies of adequate or suitable materials.

Assignment

You cannot assign, transfer or sublicense these Terms without first obtaining our consent. We may assign, transfer, or delegate any of our rights and obligations without consent. These Terms do not create any agency, partnership, joint venture, or employment relationship, and neither party has any authority to bind the other in any respect.

Waiver

If we do not enforce any part of these Terms, it does not mean we give up the right to later enforce that or any other part of these Terms. In order for any waiver of compliance with these Terms to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.

Other

These Terms are governed by the laws of the State of New York without reference to conflict of laws principles. The parties agree to submit to the federal or state courts in New York for exclusive jurisdiction of any dispute arising out of or related to your use of the Services or your breach of these Terms. Any notices must be sent to Chartable in English at [email protected].

Chartable Dashboard Terms of Service

These Chartable Dashboard Terms of Service (“Dashboard Terms”) apply to our Chartable Dashboard and Chartable Analytics product family. The Dashboard Terms incorporate by reference Chartable’s Terms and Privacy Policy. In the event of a conflict between the Dashboard Terms and the Terms of Service, the Dashboard Terms control.

Definitions

The following defined terms shall apply. All capitalized terms that are not defined herein shall have the meaning set forth in the Terms of Service.

“Chartable Dashboard”: Any section of our Services where users maintain Source Account Information and/or access Collected Data (both terms as defined below). Chartable Dashboard includes any APIs or other programmatic interfaces for interacting with, or obtaining information from, Chartable Dashboard.

“Collected Data”: Data collected by us by either connecting to the Sources on behalf of our users, or accessing uploaded data (for example, manually entered data, uploaded files) provided by our users. Collected Data does not include public data directly available via the Sources.

“Source Account Information”: Account credentials, such as login and password information, for accessing data from a specific Source.

“Sources”: Online third-party data sites, services and sources, which may include, without limitation, Apple iTunes Connect, Google Play and other podcast stores, as well as digital distribution, analytics, advertising and monetization platforms. Sources may also include third-party products and services that incorporate SDKs (or similar pieces of functionality) provided by Chartable.

“Chartable Intelligence”: The sections of our Services where subscribers receive estimates of podcast performance (e.g., downloads, listens/plays, demographics, revenues, etc.), including across publishers, industries, geographies and marketplaces.

Rights Granted to Chartable; Use of Collected Data

By using the Chartable Dashboard, you expressly authorize us to use your Source Account Information to access Collected Data that is maintained by the Sources. We take reasonable measures to maintain the security of the Source Account Information.

For purposes of these Chartable Dashboard Terms and to provide Collected Data to you as part of Chartable Dashboard, you grant us permission to access Sources, store your Source Account Information and retrieve and use Collected Data and perform each action necessary in connection with such activities, as you could do in person (including configuring Chartable Dashboard so that it is compatible with the Sources for which you submit your information).

Please note that we may access and include Collected Data in the pool of data used by our Chartable statistical model to generate and provide estimates of podcast performance (e.g., downloads, revenues), including across publishers, industries, geographies and marketplaces, to subscribers of Chartable. Subscribers to Chartable never receive Collected Data in an identifiable form. You hereby acknowledge and consent to the use of Collected Data in this manner by using Chartable Dashboard.

You agree that when using our Services, including the Chartable Dashboard, you will comply with all applicable laws, rules, regulations, directives, guides and guidance regarding the collection, use, disclosure, processing and security of data collected from or about end users and/or specific devices. You also agree that you will maintain an easily accessible privacy policy that shall comply with all applicable laws, rules and regulations.

If you have any questions about the foregoing, please contact us at [email protected].

You acknowledge and agree that you have the authorization, or have obtained the authorization, to grant us all the rights set forth herein, and that you have acted in accordance with your company policies.

Information Security

We understand that the use of Chartable Dashboard requires statistical and financial data to be stored on our servers, and that steps must be taken to ensure this data stays private. We use industry-standard SSL encryption to secure the transmission of your data between you and our servers, and between our servers and third parties. Third-party account credentials are encrypted at rest using AES-256 and external key storage.

To further ensure your security, we recommend limiting the access of any accounts you provide to Chartable only to data you would like us to receive.

You are only authorized to use Chartable Dashboard to retrieve information that you have lawful rights to access and provide to us.

Disclaimer of Warranties and Limitation of Liability

CHARTABLE DASHBOARD IS PROVIDED “AS IS.” TO THE FULLEST EXTENT PROVIDED BY LAW, WE HEREBY EXCLUDE AND DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATED TO CHARTABLE DASHBOARD, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF CHARTABLE DASHBOARD WILL BE UNINTERRUPTED OR ERROR-FREE.

We attempt to make the Chartable Dashboard reasonably available but we cannot guarantee that it will always be available. Chartable Dashboard may become unavailable for a number of reasons, including the performance of maintenance, the implementation of new software, in emergency situations and/or due to equipment or telecommunications failures.

We do not guarantee complete accuracy in all aspects of the Chartable Dashboard at all times. Certain features of the Chartable Dashboard are dependent on the Sources’ technologies and policies.

YOU EXPRESSLY ACKNOWLEDGE THAT CHARTABLE DISCLAIMS ANY LIABILITY FOR DAMAGES INCURRED BY YOU AS A RESULT OF SANCTIONS IMPOSED BY THIRD PARTIES BECAUSE OF YOUR USE OF THE CHARTABLE DASHBOARD. YOU AGREE THAT WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY MODIFICATION, SUSPENSION, OR DISCONTINUANCE OF THE CHARTABLE DASHBOARD. YOU AGREE THAT WE HAVE NO LIABILITY WITH RESPECT TO ANY MATERIALS YOU PUBLISH OR DISTRIBUTE.

Indemnification for Chartable Dashboard

You agree to indemnify and hold us, our directors, officers, employees and suppliers harmless to the fullest extent of applicable law from any claim, action, demand, loss, liability, damage, cost or expense (including, without limitation, legal fees) arising from or in connection with (i) your breach of these Dashboard Terms, (ii) your violation of any laws or regulations or third-party rights (such as intellectual property or privacy rights), (iii) any content you have submitted to or through Chartable Dashboard or (iv) any dispute you have or may have with other users or any third party.