Eightcap LLC d/b/a 8CapAi and 8CapAcademy
Last Updated: December 26, 2025
These Terms of Service ("Terms") govern your access to and use of the software platform, educational services, and other services (collectively, the "Services") provided by Eightcap LLC d/b/a 8CapAi and 8CapAcademy ("8Cap," "we," "us," or "our").
By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Services.
Contact Information:
Address: 8 The Green, Suite 22034, Dover, DE 19901
Email: support@8capai.com
Website: www.8capai.com
IMPORTANT: These Terms contain a binding arbitration clause and class action waiver in Section 20. You have the right to opt out as described in that section.
2.1 Business Use Only. The Services are intended exclusively for business use by commercial entities in the United States. The Services are not intended for consumer use or for use by individuals under 18 years of age.
2.2 Account Registration. To access certain Services, you must:
Be at least 18 years of age
Have authority to bind your business entity to these Terms
Provide accurate, complete, and current information
Maintain the security of your account credentials
Promptly notify us of any unauthorized access
2.3 Licensing Requirements. If you use the Platform as a mortgage broker or correspondent, you represent and warrant that you maintain all required state and local licenses, registrations, and bonds, and comply with all applicable regulatory requirements.
3.1 Platform Services. 8Cap provides a cloud-based software platform for commercial real estate professionals to manage loan transactions, connect with lenders and borrowers, and administer business functions through 8CapAi.
3.2 Education Services. 8Cap provides educational content, courses, training materials, and related resources through 8CapAcademy.
3.3 Add-On Services. 8Cap may offer optional third-party integrations and add-on services through API connections. These services are governed by both these Terms and the applicable third-party terms.
4.1 Not a Financial Service Provider. 8Cap is a technology company providing software tools only. 8Cap is NOT:
A lender, broker, or financial institution
A party to any transaction between users
An agent or partner of any user
Responsible for loan decisions, creditworthiness evaluations, or transaction completion
Licensed or registered as a financial service provider
4.2 User Responsibility. You acknowledge and agree that:
The Platform is a software tool for administrative functions only
All lending, credit, and financial decisions are solely your responsibility
Compliance with all applicable laws and regulations is solely your responsibility
You are responsible for obtaining all required licenses and registrations
8Cap does not verify the suitability, legality, or terms of any transaction
8Cap does not guarantee transaction completion or funding
4.3 Educational Content. Educational materials provided through 8CapAcademy are for general informational purposes only and do not constitute financial, legal, tax, or professional advice. You should consult appropriate advisors for specific guidance.
5.1 Plan Types. 8Cap offers:
Free Plan: Limited functionality with limited support, available for life
Single-Team Plan: For individual team use
Multi-Team Plan: Includes specific number of team licenses with shared lender relationships and account-admin roles
5.2 Billing Cycles.
Subscription cycles begin on the 1st day of each month
You will be automatically billed in advance on or about the 1st day of each billing period
Subscriptions automatically renew unless cancelled before renewal
You authorize 8Cap to charge your designated payment method
5.3 Plan Changes.
Plan upgrades are billed pro-rata for remaining days in the current month
Plan downgrades take effect at the beginning of the next billing cycle
Before decreasing plans, team-account owner licenses must be deactivated
No refunds are provided for downgrades or cancellations
5.4 Non-Refundable Fees. All subscription fees are non-refundable. Once you activate a subscription, fees become non-refundable regardless of:
Usage level or satisfaction
Transaction outcomes
Service cancellation or downgrade
Platform performance
5.5 Payment Failure. If payment fails, 8Cap may suspend or cancel your subscription until successful payment is made.
5.6 Taxes. You are responsible for all applicable sales taxes, VAT, or similar taxes. 8Cap may add such taxes to your charges.
5.7 Price Changes. Subscription rates may change with notice. You may cancel before changes take effect.
6.1 Multi-Team Plan Structure:
Account-Owner: Selects subscription plans, manages billing, and invites account-admins
Account-Admin: Can invite team-owners to join the account
Team-Owner: Can invite team-members, manage team functions, and manage deal-related functions
Team-Member: Can manage deal-related functions
6.2 Team Licenses. Each invite requires an available team license. Licenses can be assigned to account-owners, account-admins, and team-owners.
6.3 Shared Resources. In multi-team plans, lender relationships may be shared between teams.
7.1 Requesting Lender Connections. Users may request to add lenders to their 8Cap account by submitting the lender's email address through the Platform.
7.2 Lender Discretion. Lenders have sole discretion to accept or decline a user's connection request. 8Cap does not guarantee that any lender will accept a connection request.
7.3 Communication After Connection. Once a lender-user connection is established on 8Cap, the user may:
Communicate directly with the lender through the Platform
Provide deal-related information to the lender
Access lender-specific features and workflows
7.4 Lender Awareness. By submitting a lender's email address, you acknowledge and agree that:
The lender may become aware of your use of 8Cap
8Cap may contact the lender using various methods and channels, both within and outside the Platform
8Cap may inform the lender about Platform features and benefits
7.5 Lender Access to Activity. Lenders who connect with users on 8Cap may have access to:
User activity and engagement metrics
Deal information shared by the user
Communication history between the lender and user
Other Platform activity as necessary to facilitate the lender-user relationship
7.6 Lender Confidentiality Obligations. If you are a lender using 8Cap, you agree to:
Maintain confidentiality of user activity information
Not use knowledge of user activity in any public or commercial manner
Not disclose user 8Cap activity to the general public or other 8Cap users
Protect user information in accordance with applicable privacy laws
7.7 Protection of Lender Information. 8Cap will not publicly disclose to other users:
Lender names and contact information you provide
Your specific lender relationships
Private lender communications
However, 8Cap may use aggregated, de-identified lender data for Platform improvements and marketing purposes.
7.8 Lender Marketing and Referrals. You acknowledge and agree that:
Lenders may invite, suggest, or recommend that others join 8Cap
Lenders may conduct their own marketing activities related to their 8Cap presence
8Cap has no control over lender marketing or referral activities
8Cap is not responsible for representations made by lenders about the Platform
7.9 Lender Right to Disconnect. Lenders may, at any time and for any reason:
Block or ignore connection requests
Deny access to their lender profile
Disconnect from existing user relationships
Refuse to receive communications from users or 8Cap
Remove themselves from the Platform
You acknowledge that 8Cap has no control over lender decisions to connect, disconnect, or engage with users.
7.10 No Guarantee of Lender Engagement. 8Cap does not guarantee that:
Any lender will respond to your connection requests
Lenders will review your deals or information
Lenders will provide quotes or funding
Lender relationships will result in successful transactions
8.1 License Grant to 8Cap. By uploading Commercial Real Estate Data ("CRE Data") including property address, type, size, price, financial metrics, and related information, you grant 8Cap a royalty-free, non-exclusive, worldwide, non-revocable, perpetual license to:
Use, reproduce, display, and distribute the CRE Data
Modify, adapt, and create derivative works
Compile databases and commercially exploit the data
Share and transfer the data as deemed appropriate
8.2 Exclusion of Personal Information. This license excludes any personally identifiable information included in CRE Data. 8Cap will not use such information outside the scope of Services except as outlined in our Privacy Policy.
8.3 Your Representations. You affirm that you have necessary rights to upload and license the CRE Data and that such use does not infringe third-party rights.
8.4 Your Rights to CRE Data. You receive a non-transferable, non-exclusive license to access CRE Data solely for your personal business purposes. You may not:
Harvest, scrape, or automatically retrieve CRE Data
Copy, license, or sell CRE Data for use elsewhere
Use bots, spiders, or automated means to extract data
Redistribute CRE Data without written consent
9.1 Electronic Communications. The Platform facilitates electronic exchange of data with borrowers. Before allowing a borrower to use the Platform, you must:
Provide all required privacy notices and disclosures
Obtain all required consents under applicable laws
Secure consent for electronic communications, records, and signatures
Ensure compliance with E-SIGN Act and similar laws
9.2 Regulatory Compliance. You must:
Maintain all required state and local licenses
Comply with all bond and registration requirements
Enter required broker-borrower agreements before inviting borrowers
Ensure compliance with Consumer Financial Protection Bureau regulations
Comply with all federal and state lending regulations
10.1 Limited License. Subject to these Terms, 8Cap grants you a limited, non-exclusive, non-transferable, revocable license to access and use educational content for your personal, non-commercial use only.
10.2 Restrictions. You may not:
Modify, copy, reproduce, or distribute educational content
Create derivative works from the content
Use content for commercial purposes
Share access credentials with others
Remove copyright or proprietary notices
10.3 Your Content Submissions. By submitting comments, reviews, or content to 8CapAcademy, you grant 8Cap a royalty-free, perpetual, irrevocable, worldwide license to use, modify, and distribute such content.
11.1 8Cap Ownership. 8Cap and its licensors own all rights, title, and interest in the Services, including all intellectual property rights. No ownership rights transfer to you.
11.2 Feedback. Any suggestions, ideas, or feedback you provide become the property of 8Cap, and you assign all rights to such feedback without compensation.
11.3 Trademarks. 8Cap trademarks and logos may not be used without prior written permission.
12.1 Marketing License. Unless you expressly object and disclaim your acceptance prior to entering into this Agreement, you grant 8Cap a nonexclusive, nontransferable, non-sublicensable license to:
Disclose your company name and logo as a user and subscriber of our Services
Use your name and logo in 8Cap's marketing materials and public website
Identify you as a customer in marketing communications (website, emails, presentations, brochures)
Develop content around your experience as a customer (written or video case studies)
12.2 Brand Guidelines. 8Cap will use your trademarks in accordance with any reasonable brand guidelines you provide in writing.
12.3 Case Study Approval. Any case study content will be created in cooperation with you and used only upon your written approval.
12.4 Opt-Out Right. To opt out of this marketing license, you must provide written notice to support@8capai.com prior to accepting this Agreement, clearly stating that you decline the marketing provisions of Section 11.
12.5 Revocation. You may revoke the marketing license granted under this section at any time by providing written notice to 8Cap. Revocation will be effective within 30 days of receipt.
You agree not to:
Use the Services for unlawful purposes
Violate any applicable laws or regulations
Infringe intellectual property rights
Transmit viruses, malware, or harmful code
Attempt to gain unauthorized access to systems
Reverse engineer, decompile, or disassemble the Services
Use the Services to compete with 8Cap
Harvest or scrape data from the Platform
Share your account credentials
Circumvent security measures
Engage in fraudulent activities
Send spam or unsolicited communications
Create false or misleading information
Post third-party advertising on the Services
Create links from any third-party website to our Platform without written permission
13.1 No Advertising; No Links. We do not permit you to post third-party advertising on the Services. Except with our prior written permission, you agree that you will not create links from any third-party website or web page to our website or any page within our website.
14.1 Third-Party Integrations. The Services may integrate with third-party services through APIs. 8Cap:
Does not control third-party services
Makes no warranties regarding third-party services
Is not liable for third-party service failures
May collect payment for add-on services on behalf of providers
14.2 Add-On Billing. Add-on services are billed separately and are non-refundable. Payment is handled by third-party processors.
14.3 Third-Party Terms. Your use of third-party services is subject to their separate terms and conditions.
15.1 AS-IS BASIS. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
15.2 NO GUARANTEE. 8CAP DOES NOT WARRANT THAT:
Services will be uninterrupted, secure, or error-free
Results will be accurate or reliable
Defects will be corrected
Services will meet your requirements
Any transaction will be completed or funded
15.3 No Financial Advice. CONTENT PROVIDED THROUGH THE SERVICES, INCLUDING EDUCATIONAL MATERIALS, DOES NOT CONSTITUTE FINANCIAL, LEGAL, TAX, OR INVESTMENT ADVICE.
16.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, 8CAP AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR:
Indirect, incidental, special, consequential, or punitive damages
Lost profits, data, or business opportunities
Damages exceeding $100 or fees paid in the preceding 12 months, whichever is greater
Any transaction outcomes or failed fundings
Third-party actions or content
Unauthorized access or data breaches
Service interruptions or errors
16.2 Basis of Bargain. These limitations reflect the allocation of risk and are fundamental to our agreement.
You agree to defend, indemnify, and hold harmless 8Cap and its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including attorneys' fees) arising from:
Your use of the Services
Your violation of these Terms
Your violation of any laws or regulations
Your violation of third-party rights
Content you submit or upload
Your transactions with other users
Your negligence or misconduct
18.1 By You. You may cancel your subscription at any time through your account settings or by contacting support@8capai.com. Cancellation takes effect at the end of the current billing period. No refunds are provided.
18.2 By 8Cap. 8Cap may suspend or terminate your access immediately for:
Violation of these Terms
Non-payment
Fraudulent activity
Unlicensed use
Misuse of the Platform
Any reason or no reason with 30 days' notice
18.3 Effect of Termination. Upon termination:
Your license to use Services ends immediately
You must cease all use of the Services
You lose access to your account and data
Outstanding fees remain due
You may export your data within 30 days
8Cap may delete your data after 30 days
19.1 Privacy Policy. Our Privacy Policy, available at www.8capai.com, governs our collection and use of your information and is incorporated into these Terms.
19.2 Data Security. While 8Cap implements reasonable security measures, you acknowledge that no system is completely secure. You assume all risk related to data transmission.
19.3 Data Retention. 8Cap may retain data for legitimate business purposes or as required by law but is not obligated to retain data after termination.
20.1 Governing Law. These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles.
20.2 BINDING ARBITRATION. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, except:
Small claims court actions
Claims for injunctive relief regarding intellectual property
20.3 Arbitration Procedures.
Arbitration will be conducted in Kent County, Delaware
A single arbitrator will be appointed
The arbitrator's decision is final and binding
You may opt out within 30 days by written notice to 8Cap
20.4 CLASS ACTION WAIVER. YOU AGREE THAT DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. YOU WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS.
20.5 Jury Trial Waiver. You waive the right to a jury trial for all disputes.
20.6 Opt-Out Right. To opt out of arbitration, send written notice within 30 days of first using the Services to:
Email: support@8capai.com
Mail: Attn: Legal, 8 The Green, Suite 22034, Dover, DE 19901
Include: Your name, address, email, and clear statement opting out
20.7 Venue. If arbitration does not apply, exclusive jurisdiction and venue shall be in Kent County, Delaware.
20.8 Time Limit. Any claim must be filed within one (1) year after it arises or be permanently barred.
21.1 Entire Agreement. These Terms, together with our Privacy Policy, constitute the entire agreement between you and 8Cap.
21.2 Modifications. 8Cap may modify these Terms at any time by posting updated Terms. Continued use after changes constitutes acceptance. Material changes will be communicated via email or account notification.
21.3 Severability. If any provision is found unenforceable, the remaining provisions continue in full force.
21.4 No Waiver. Failure to enforce any provision does not constitute a waiver of that provision.
21.5 Assignment. You may not assign these Terms. 8Cap may assign these Terms without notice.
21.6 Independent Contractors. You and 8Cap are independent contractors. These Terms do not create an agency, partnership, or employment relationship.
21.7 Force Majeure. 8Cap is not liable for delays or failures due to circumstances beyond reasonable control.
21.8 Notices. Notices to you may be sent via email or posted in your account. Notices to 8Cap must be sent to support@8capai.com or our mailing address.
21.9 Survival. Sections that by nature should survive termination shall survive, including intellectual property, indemnification, limitation of liability, and dispute resolution provisions.
For questions about these Terms or the Services:
Email: support@8capai.com
Address: 8 The Green, Suite 22034, Dover, DE 19901
BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.
1) Acceptance of Terms.
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.
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.
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.
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: Dec 2, 2024