Terms and Conditions

These Terms and Conditions (also "Terms") is a legal agreement between you and Podcastle Inc. (DBA Async), ("our" "us" "Company" "Async"). These Terms and Conditions govern your access to and use of the Async website, the Async Chrome Extension and any and all of our products and services ("Services").

The Services/product we provide:

Async is AI powered, collaborative audio & video creation, enhancement and editing platform, which offers a professional track-based product to edit and enhance the audio and video files with a set of AI-powered tools. The main editing functionalities and tools among others available on the website are:

Async offers three engagement types per Accounts defined below. These types of accounts are tailored to your profile and specific needs. Accounts are provided by Async as a unique space created for You to access our Service or parts of our Service.

* Creators Account is designed for content creators, podcasters, and individual users who need access to Async's editing and enhancement tools for personal or professional content creation.

* Business Account is an enterprise account designed for businesses and organizations that require Async services for commercial purposes, team collaboration, and scaled content production.

* API - Developer Account is an account that provides developers with programmatic access to Async's AI-powered audio and video processing capabilities through our Application Programming Interface.

* Guest Access Users may have limited access to basic Async features without account registration, subject to usage restrictions and reduced functionality.

These Terms and Conditions set out the rights and obligations of all users: guests and account holders. Please read these Terms carefully. By accessing and using our Services you agree to be bound by our Terms and Privacy Policy, as updated from time to time. If you disagree with any of these Terms, you may not access or use any of our Services.

YOU REPRESENT THAT YOU ARE OVER THE AGE OF 13. THE USE OF OUR SERVICES BY PEOPLE UNDER 13 IS PROHIBITED AND ALL SUCH ACCOUNTS DETECTED BY THE COMPANY WILL BE DELETED WITHOUT A SUBSCRIPTION REFUND.

Your access and use of the Services are also conditioned on your acceptance of and compliance with our Privacy Policy. Our Privacy Policy describes our policies and procedures on the collection, use and disclosure of your personal information when you use our Services and tells you about your privacy rights. These Terms and Conditions together with our Privacy Policy apply to all Services provided to you by the Company and/or any of our affiliates and govern your access to and use of our Services. Please read our Privacy Policy here carefully before using our Service.

‍Subscription Types and Pricing The Services are available through multiple subscription types designed for different user needs:

* Creators Subscriptions: Individual subscriptions for content creators with various tiers of functionality. Pricing and features for each tier are detailed on our website.

* Business Subscriptions: Business subscriptions for enterprises requiring team collaboration and commercial usage  (Enterprise Plan). These subscriptions are governed by our Master Service Agreement (MSA) in addition to these Terms.

* API - Developer Subscriptions: Subscriptions providing programmatic access to our services through API endpoints. Standard API subscriptions are governed by these Terms. Any custom pricing, customized packages, or negotiated commercial terms are governed by the API Service Agreement (provided upon need) in addition to these Terms.

For detailed pricing information and functionality comparison across all subscription types, please visit here.

* Subscription Period You will be billed in advance on a recurring and periodic basis, depending on the type of Subscription plan you select when purchasing the Subscription. At the end of each period, your Subscription will automatically renew under the exact same conditions unless you or the Company cancels it. When your Subscription ends, you will lose access to the Services that require a Subscription, however you may continue using our Services that are open without Subscription.

* MSA and API Agreements Applicability Business Subscriptions and API - Developer Subscriptions are subject to additional terms and conditions as outlined in our Master Service Agreement (MSA) and API Service Agreement provided upon request sent to the email [email protected].  In the event of any conflict between these Terms and the MSA or API Agreement, the MSA or API Service Agreement, as applicable, shall govern for B2B and API accounts.

Credit management All subscription accounts include usage of our AI-powered features and services through a credit-based system. Credit consumption varies based on the specific features used and the complexity of processing required. Your account dashboard displays current credit balance, usage history, and remaining allocation. It also allows you to purchase additional credits by enabling the corresponding toggle. There is no limit on the number of credits that may be purchased through this method. Credits are non-refundable once consumed or purchased.

Your Subscription will continue until you cancel your Subscription or until it is terminated by Async, as defined in this agreement. You may cancel your Subscription at any time through your account settings or by contacting the Company. For Enterprise Subscribers,  only an authorized representative may terminate the account.

Upon cancellation, your Subscription will remain active until the end of your then-current subscription period, unless terminated earlier in accordance with this Agreement. You will continue to have access to the Service until the end of that period unless your access is suspended or terminated due to violations of our terms. In case of early termination the access to the service shall be terminated immediately.

Please note that cancellation prevents future billing but does not result in a refund for any previously processed charges. For full details, please refer to the Refund section.

The Company shall charge you via Stripe, Apple, or PayPal platforms, which will request you to provide them with accurate and complete billing information including full name, address, state, zip code, telephone number, and valid payment method information. Please note that this information is out of Company's reach.

Should automatic billing fail to occur for any reason or when your subscription plan is adjusted by adding specific features, the Company will issue an invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

You are solely responsible for ensuring that your billing information is correct to prevent cancellation of your subscription. If we cannot charge your payment method for any reason (such as expiration or insufficient funds), and you have not canceled your subscription, you remain responsible for any uncollected amounts, and we will attempt to charge the payment method as you may update your payment method information. This may result in a change to the start of your next subscription period and may change the date on which you are billed for each period. We reserve the right to cancel your subscription if we are unable to successfully charge your payment method to renew your subscription.

We reserve the right to change, modify or vary the price, package and features of the Subscription plans that we make available from time to time. Any Subscription plan changes will become effective at the end of the then-current Subscription period.

If we change or modify the price and package of such Subscription plans, we will provide you with advanced notice of the applicable changes or modifications. Your continued use of the Service after the Subscription plans changes come into effect constitutes Your agreement to them.

Notwithstanding the foregoing, in the event of unforeseen or material changes in our operating costs, including but not limited to increases in third-party vendor pricing, infrastructure or server costs, or the implementation of new or more expensive technologies required to maintain the Service, we reserve the right to adjust prices, usage limits, or features immediately. Such changes will take effect upon notice to You and will apply to the remainder of Your then-current Subscription period.

Free 7-Day Trial We offer a 7-day free trial so you can explore our services at no cost. You may cancel your subscription at any time during this trial period directly from your subscription plan page. No charges will be applied if you cancel before the trial ends.

‍Pre-Charge Notifications To ensure transparency, we send an email notification 48 hours before your trial ends and your first charge is processed. This gives you the opportunity to review your subscription and make any necessary changes and/or contact our Customer Success team at [email protected].

Refund Policy We do not offer refunds once a subscription charge has been processed. Users are responsible for managing their subscriptions and canceling before the end of the trial period or the next billing cycle. Please note:

* Fees for subscriptions terminated before the end of their term are non-refundable.

* We do not provide prorated refunds for partially used services.

* For help managing your subscription, please reach out to our Customer Success team.

* At any time and without notice, the Company reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.

We offer an affiliates’ program that allows participants to earn commissions by referring new users to our Services. Participation in the affiliates program is governed by separate Affiliates Terms and Conditions available on our website. By participating in the affiliates program, you agree to comply with the Affiliates Terms and Conditions in addition to these Terms. In the event of any conflict between these Terms and the Affiliates Terms and Conditions, the Affiliates Terms and Conditions shall govern with respect to affiliate-related activities.

When you create and register an account with us, you must provide us with information that is accurate, complete, and current at all times. If you provide any registration information that is untrue, inaccurate, not current or incomplete, the Company has the right to limit, suspend or terminate your account and your access to the Services (or any portion thereof).

You may not use as a username the name of another person or entity or one that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

As part of our service to you, we may send various notifications, notices and newsletters on the email you have provided to us, however, if at any time you no longer want to see any of those emails, you may easily unsubscribe by making just one click through a link provided in our email.

You are responsible for safeguarding your account information including your username and password, which should be kept strictly confidential, including account information and password used to log in through Third-Party Services (Facebook or Google accounts). You agree not to disclose your password to any third party. You are solely responsible for all activities performed under your account. You must notify us immediately upon becoming aware of any breach of security or unauthorized access or use of your account.

Do not use our Services for any illegal or unauthorized purpose; including, without limitation, unlawful, harassing, libelous, invasion of another's privacy, abusive, threatening or obscene purposes. Violators will be reported and accounts terminated at the Company's sole discretion. Appropriate legal action may be taken for any illegal or unauthorized use of the Services. The Company will not be liable for any damages arising from your failure to comply with this section.

Async may deny you access to all or any part of the Services or terminate your account with or without prior notice if you engage in any conduct or activities that Async determines, in its sole discretion, violate this Agreement, Terms and Conditions or the rights of Async without limitation.Upon termination of your account(s) for any reason, your right to use the Services and Software and to access the Site and any of its content will immediately cease and all content in your account(s) will be deleted. All provisions of this Agreement that by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability and miscellaneous provisions.No refunds will be issued for any portion of the current subscription period. For more information, see the Refund section above.

Company IP All materials (including software and content whether downloaded or not, features and functionality) contained in the Services are owned by the Company (or our affiliates and/or third-party licensors, where applicable), unless indicated otherwise. You agree and acknowledge that the materials are valuable property and that other than any specific and limited license for use of such materials, you shall not acquire any ownership rights in or to such materials. The materials may not be used except as provided for in these Terms, and any other relevant terms and conditions provided to you without our prior written permission.

You acknowledge and agree that certain materials on or in the products and services are the property of third party licensors and, without prejudice to any and all other rights and remedies available, each such licensor has the right to directly enforce a claim against you in case of your unauthorized use.

You may not otherwise download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials in the Service.Our trademarks, tradenames, and trade dress may not be used in connection with any product or service without the prior written consent of the Company.

‍Users IP All the materials you upload, develop, and/or generate on our platform are your own Content. We do not claim any ownership rights on your Content. For any purpose related to our Services, you grant to us a worldwide, nonexclusive, royalty-free, sublicensable and transferable license to use your Content—including to host, process, and display, as needed and appropriate for the provision, research, development and improvement of Async Services.

In case a Teams' Account members are using a Content or data that specifically belongs to one of the Team members, including Personal Data containing such person's voice, all Team members hereby receive explicit permission from the owner to use that Content or data. We expressly consider such permission granted upon the moment this Content or data is uploaded to the Teams' collaborative space, unless the Team member, who is the owner of the Content or data informs us otherwise. In such a case, the owner of such Content or data may request us to take it down from the Account by emailing at [email protected].

‍DMCA Process The Company will remove any Content if properly notified that such Content infringes another's intellectual property rights. We respond to notices of copyright infringement in compliance with the U.S. Digital Millennium Copyright Act (DMCA) and have a policy of terminating repeat infringers in appropriate circumstances. If you have a valid claim, report infringement of your intellectual property by sending your claim to [email protected]. Any intellectual property claim, including copyright, submitted to the Company in writing must contain the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of an exclusive intellectual property interest; (ii) a description of the intellectual property, including any registration numbers, that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Services that is reasonably sufficient to enable the Company to identify and locate the material; (iv) contact information (name, address, email, phone) for how you would like the Company to contact you; (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you that the above information in your notice is accurate and under penalty of perjury that you are authorized to act on behalf of the copyright owner or the owner of an exclusive right in the material. You may access the DMCA claim form here.

In the event you have been notified that Content you posted has been removed due to a valid copyright DMCA take-down request from a third party and you believe you have a valid basis for appealing the removal of your content, you may submit a counter-notice by sending a notification to [email protected] that includes: (i) your physical or electronic signature; (ii) identification of the content that has been removed; (iii) a statement that you have a good faith believe that the content was removed as a result of mistake of a misidentification of the content; (iv) your contact information (name, address, email, phone); (v) a statement that you consent to the jurisdiction of the Federal Court for the judicial district in which your address is located and that you will accept service of process from the third party who submitted the initial infringement claim to the Company. You may access the Counter-Notice Form here. Once the Company receives your counter-notice, the Company will send a copy of your counter-notice, including the contact information provided by you, to the third party who submitted the initial infringement claim to the Company. If the third party who submitted the initial infringement claim does not notify us that they have filed an action seeking a court order to restrain you from engaging in infringing activity on Async within 10 to 14 business days, the Company will allow you to place the contested content again on the platform in accordance with DMCA procedures. Please, note that restoration of content by the Company may not always be technically feasible.‍‍

Compliance with terms, Async Community and Async AI Usage Guidelines. Our platform operates various artificial intelligence (AI) engined tools and features. Users must adhere to utilizing any AI-enabled features, tools, or outputs delivered through the Services in a legal, ethical, and responsible fashion. AI functionality must be employed in accordance with Async's intended objectives and must not breach applicable laws, violate third-party rights, or be used to generate, advance, or disseminate harmful, misleading, unlawful or discriminatory material. 

All users must adhere to our Async Community Guidelines and/or Async AI Usage Guidelines as applicable for API/MSA users when using AI-related functionalities. Async retains the authority to monitor, limit, or terminate access to any user account that improperly uses AI capabilities or breaches these terms or the Async Community Guidelines  and Async AI Usage Guidelines incorporated herein. 

‍Your Ownership Rights. You are responsible for any text you input, content you upload, or other materials you provide to the Async platform ("Input") and you represent to us that you possess all necessary rights to use the Input with the Async platform. You are also responsible for any content that is created when you use the Async platform ("Output") at any stage, including modification, storage, public distribution (including on social media platforms), private sharing, or otherwise making the Output accessible.

As between you and Async, you retain ownership of your Input and the resulting Output, in each case to the fullest extent permitted by law. You may not utilize your Input or the Async  platform in any manner that may breach applicable law, these terms, Async Community and Async AI Usage guidelines, or Async's other policies, or infringe upon anyone's intellectual property, privacy, publicity, or other rights. You may not employ the Async Platform in any way that may result in unlawful or harmful Output.

‍Your Use of Output You may utilize the Output for any lawful purpose, but you bear sole responsibility for your use of the Output. Async provides no guarantees that you will be able to establish copyright ownership of any Output or that the Output will not violate any third-party intellectual property rights.

‍Your License to Async By using the Async Platform, you grant Async a perpetual, worldwide, royalty-free, sub-licensable, irrevocable, and non-exclusive right to store, copy, use, modify, reproduce, sublicense and distribute the Input and Output in order to provide the Async platform to you, research and development, and to improve our services and those of the third party AI providers that we use in the Async Platform to provide the services to you. You may opt out of granting license to us for using your Input and Output for AI training by sending a message to [email protected]. 

‍Disclaimer: Due to the evolving nature of AI technologies, content produced by the Async AI Platform can vary significantly in its outcomes and may be offensive, harmful, inaccurate, or otherwise unsuitable. You acknowledge that by utilizing the Async Platform you may encounter such content, and you agree that you will not save, distribute (including on social media platforms), use, share, display, or otherwise make accessible any content that violates Async Community and Async AI Usage Guidelines. You can report any such content to [email protected].

Our Service may contain links to third-party websites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that the Company 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 web sites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

You assign all rights, title and interest in any feedback you provide the Company. If for any reason such assignment is ineffective, you agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, modify, modify and exploit such Feedback without restriction.

Our Service may contain links to third-party websites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that the Company 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 web sites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third party websites or services that you visit.

The Service is provided to you "AS IS" and "AS AVAILABLE"; with any and all faults and defects without warranty of any kind, whether express or implied. To the maximum extent permitted under applicable law, the Company, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice.

Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components. You acknowledge that your use of the Services is at your sole risk. The Company does not warrant that your use of the Services is lawful in any particular jurisdiction, and the Company specifically disclaims such warranties.

Some jurisdictions do not allow for the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, in which case some or all of the above exclusions and limitations may not apply to you. Nevertheless, the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND ITS AFFILIATES, SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY LOSS OF PROFITS, REVENUES, LOSS OF DATA OR CONTENT, GOOD-WILL OR OTHER INTANGIBLE LOSSES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, ARISING OR RESULTING FROM (i) YOUR ACCESS TO AND USE OF THE SERVICES OR INABILITY TO ACCESS OR USE THE SERVICES THEREOF; (ii) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, INCLUDING ANY DAMAGE CAUSED TO YOUR DEVICES OR INFORMATION STORED THEREIN; (iii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iv) ANY UNAUTHORIZED ACCESS TO, USE OR ALTERATION OF YOUR CONTENT, INFORMATION OR TRANSMISSIONS; (v) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT PROVIDED THROUGH OUR SERVICES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE COMPANY FOR ALL CLAIMS AND DAMAGES UNDER THIS AGREEMENT, WHETHER ARISING FROM STATUTE, CONTRACT TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED ONE HUNDRED U.S. DOLLARS ($100).

Some jurisdictions do not allow for the exclusion of certain types of warranties or limitations of liability for incidental or consequential damages, in which case some of the above limitations may not apply to you. Nevertheless, our liability will be limited to the greatest extent permitted by applicable law.

These Terms shall be governed by the laws of the State of Delaware, without respect to its conflict of laws principles.

If you have any concern or dispute about the Services, you agree to first try to resolve the dispute informally by contacting the Company.

In the event a dispute cannot be resolved through communications with the Company, you agree that any dispute, claim, or controversy arising out of or relating to the Terms and Conditions or your use of the Services, shall be resolved through final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. Judgment on any award entered by the arbitrator may be enforced in any court having jurisdiction thereof. You acknowledge and agree that you may bring claims against the Company only in individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. You waive any right to participate in a class-action lawsuit or class-wide arbitration.

You represent and warrant that (i) you are not located in a country that is subject to a United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) you are not listed on any United States government list of prohibited or restricted parties.

These Terms, the Privacy Policy and any additional agreements you may enter into with the Company constitute the entire agreement between you and Company. If any provision is held to be unenforceable or invalid, such provision will be amended to accomplish the objectives of the provision or eliminated to the minimum extent possible and the remaining provisions of these Terms will continue in full force and effect.

Failure to exercise a right or to require performance of an obligation under these Terms shall not constitute a waiver. A waiver of one provision or a term shall not constitute a waiver of these Terms.

These Terms may have been translated if we have made them available to you on our Service. You agree that the original English text shall prevail in the case of a dispute.

We reserve the right, at our sole discretion, to modify, change or replace these Terms at any time. If a significant change is made, we will make reasonable efforts to notify customers by email before the new terms take effect. We will determine, at our sole discretion, what qualifies as a significant change.

By continuing to access or use our Services after modifications become effective, you agree to be bound by the updated terms. If you do not agree to the new terms, in whole or in part, please stop using the Website and the Services.

We may send you communications and notices by email or through our Services. You hereby consent to receive communications from the Company in an electronic form, and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. The foregoing does not affect your non-waivable rights.

If you have any questions about these Terms and Conditions, you can contact us by email: [email protected]