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Contracts
Terms of Service
Privacy Policy
Acceptable Use Policy
Payments Service Terms
Fraud Protection Service Terms
Terminal Service
API Terms of Use
Partner Terms of Service
Referral Program Agreement
Marketplace Terms of Service
Business Associate Agreement
Developer Terms
Downstream BAA
Developer Security & SLA Requirements
Preferred Vendor General Terms
Podium Service Partners
Data Processing Addendum
Financial Hardship Policy (AUS)
Podium Phones 9-1-1 Disclosures
Messaging Terms and Conditions
Terms of Service Help Center
Limited Hardware Warranty
Third-Party Terms
Phones Service Terms
Terms of Service
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Effective October 15th 2026
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Table of Contents
Podium Terms of Service
Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (individually and collectively, the “Website”), is owned and operated by Podium Corporation, Inc. (“Podium,” “we,” “us,” or “our”). By using, installing, or accessing the Website or Services (as defined below), or by signing or clicking to accept these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to be bound by the following terms and conditions (together, these “Terms”, or this “Agreement”).
If you are using a Podium Service on behalf of a company, organization, or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee, agent, or other authorized representative with all necessary authority to bind that entity to this Agreement.
This Agreement includes and hereby incorporates by reference any Subscription Documentation executed between you and Podium, as well as any policies or exhibits linked to or referenced herein. If you have entered into a separate written agreement with Podium concerning specific Services, the terms of such agreement control if there is any conflict between the terms of such agreement and these Terms. Please note that we may modify this Agreement as described in Section 16.9 below.
1. DEFINITIONS.
1.1. “Business Associate Agreement” (hereinafter “BAA”) means a written agreement between a Covered Entity and a Business Associate (as those terms are defined under HIPAA) containing the elements specified at 45 CFR 164.504(e).
1.2. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged or learned in connection with this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
1.3. “HIPAA” means the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160 and 162, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160, all as may be amended from time to time.
1.4. "Law(s)” means all applicable local, state, federal, and international laws, rules, and regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, Canada’s Anti-Spam Legislation (“CASL”), the Australian Consumer Law, the AU Privacy Act 1988 (Cth), and the AU Spam Act 2023 (Cth).
1.5. “Protected Health Information” (hereinafter “PHI”) has the same meaning as that term is defined in HIPAA.
1.6. “Territory” means the United States, Canada, and Australia, unless otherwise expressly set forth in Client’s Subscription Documentation.
Other terms are defined in other Sections of this Agreement.
2. SERVICES.
2.1. Services. Podium provides a proprietary multi-product platform that includes without limitation, artificial intelligence services, reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “Phones," and “Bulk Messages,") payment processing and related services (“Payments”), certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time (together with the Website, the “Service(s)”). Client will, from time to time, enter into a proposal, quote, services/purchase agreement, order form, statement of work, or otherwise click to accept or agree to an online registration form ("Subscription Documentation"), which references this Agreement and details the Services ordered from Podium and, if applicable, the usage limits or other scope of use descriptions for the Services (including without limitation any usage or volume limits, numerical limits on Authorized Users, and descriptions of product feature levels) (“Scope of Use”). Client's use of the Services in excess of the applicable Scope of Use may result in additional fees as set forth in Section 7.6 (Usage Overages and Overage Fees). Client may be provided the option to purchase certain Services as part of a package or bundle offer (each, a “Bundle”), as detailed in the applicable Subscription Documentation. The Services included in Podium’s standard Bundles are currently specified here (the Services and pricing available to clients in Australia are currently specified here). Podium has no obligation to provide any services or perform any tasks not specifically set forth in this Agreement, including any applicable Subscription Documentation.
2.2. Alteration of Subscription Documentation. Except as otherwise expressly stated in this Agreement, any amendments or modifications to any existing Subscription Documentation must be agreed to in writing by the parties. Podium has no obligation to perform any Services under any amended Subscription Documentation until the parties have agreed to the effect of such changes on the applicable Fees.
2.3. Modification of the Services. Podium reserves the right, at its sole discretion, to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), or to alter the offering of the Services (including by adding, limiting, or discontinuing certain Bundles) temporarily or permanently. Podium also reserves the right to replace certain Services and Bundles with functionally equivalent Services or Bundles, at its sole discretion. In the event Podium makes any modification or alteration to the Services or the offering thereof that has a material adverse effect on the functionality of the Services ordered under your Subscription Documentation, Client may terminate the affected Service(s) and receive a pro-rated refund of pre-paid, unused Fees attributable to such affected Service(s) for the remainder of Client’s Subscription Term (as defined below).
2.4. Additional Terms. Client’s subscription to or use of certain Services or features of the Services may be subject to additional terms, policies, rules, or guidelines that we may post on or link to from these Terms or the Services (the “Additional Terms”). To the extent applicable, all Additional Terms are incorporated by this reference into, and made a part of, these Terms. If Client purchases or otherwise uses any of the following Services, Client’s use is subject to and Client accepts the applicable Additional Terms, as set forth below.
2.4.1. Podium Payments. If Client uses Podium Payments, Client agrees to be bound by the Podium Payments Service Terms.
2.4.2. Podium Phones. If Client uses Podium Phones, Client agrees to be bound by the Podium Phones Service Terms.
2.4.3. Podium Marketplace. If Client uses the Podium Marketplace, Client agrees to be bound by the Podium Marketplace Terms of Use.
2.4.4. Podium API. If Client uses the Podium API, Client agrees to be bound by the applicable terms of the Podium API Terms of Use.
2.4.5. Podium Developer Platform. If Client uses the Podium Developer Platform, Client agrees to be bound by the Podium Developer Terms.
2.4.6. Third-Party Terms. If Client uses Third-Party Services (as defined below) in connection with the Services, Client agrees to be bound by the applicable Third-Party Terms.
3. USE RIGHTS; RESTRICTIONS.
3.1. Use of Services. Subject to all terms of this Agreement, including any Additional Terms, Podium grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory (to the extent available in the Territory) to: (a) install and use an object code copy of any mobile application associated with the Services; and (b) access and use the Services, designated on Client’s Subscription Documentation solely for Client’s internal business purposes, but only in accordance with this Agreement, Podium’s Acceptable Use Policy (“Acceptable Use Policy”), the applicable Subscription Documentation, and all applicable Scope of Use descriptions. Podium makes no representation that the Services are appropriate or available for use in locations outside the Territory (or that all products or features of the Services are available throughout the Territory). Furthermore, accessing the Services from territories where their content or use is illegal, is prohibited under this Agreement. If Client attempts to access or use the Services outside of the Territory, Client does so at its own initiative and is responsible for compliance with all Laws and any costs associated with access or use outside the Territory. You may not use or export the Services in violation of U.S. export laws and regulations.
3.2. Account Registration. Client must register for a Podium account in order to access or receive the Services. Account information must be accurate, current, and complete. Client agrees to keep its account information up to date so that Podium may send notices, statements, and other information by email or through Client’s account. Client is solely responsible for all use of its Services account(s). Podium will not be liable for any losses or damages arising from unauthorized use of Client’s account(s) not solely and directly caused by Podium's gross negligence or willful misconduct.
3.3. Eligibility and Use by Others. By agreeing to these Terms, Client warrants that it and its employees, agents, contractors, and any other users (including but not limited to Developers or any providers of Third-Party Services) whom Client has authorized to access the Services on its behalf (“Authorized Users”): (a) are natural persons over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all Laws when using the Services. Additionally, notwithstanding anything to the contrary herein, "Authorized Users" expressly excludes: (i) any artificial intelligence agent, bot, automated system, or similar technology other than in accordance with the Acceptable Use Policy; (ii) any competitor of Podium; and (iii) any third-party software, platform, or service that aggregates, scrapes, or otherwise collects data from the Services for purposes of developing, training, or improving any artificial intelligence, machine learning model, or competitive product or service. Client may permit its Authorized Users to use the Services provided their use is for Client’s benefit only and remains in compliance with this Agreement. Authorized Users are and will be subject to the applicable terms and conditions of this Agreement, which may be communicated by posting to the Website or on a click-through basis to Authorized Users upon access to the Services and/or Website. During the term of the Agreement, Podium may, in Podium’s sole discretion, audit Client, and Client’s Authorized Users’, use of the Services to ensure compliance with this Agreement.
3.4. Responsibility for Authorized Users. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with this Agreement. Client will be solely responsible for authorizing and creating user IDs, passwords, and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Provided, however, Podium may, in its sole discretion, suspend any Authorized User’s access to the Services, as set forth in Section 8.2 below. Client is solely responsible for ensuring that any user IDs, passwords, and other access credentials (such as API tokens) for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, Client is solely responsible for complying, and ensuring its Authorized Users comply, with all Laws applicable to Client. Client will be solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials and must ensure that each Authorized User has a separate and distinct user account (with separate and distinct access credentials) that is not shared with any other user(s). Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions.
3.5. Use by Customers. Any person that is a client, customer, or patient of Client, or that is a potential client, customer, or patient of Client (“Customer(s)”) who accesses and/or uses the Services, including via Client’s account or website, is subject to the Acceptable Use Policy and such other terms as may be provided by Podium from time to time, which includes Podium’s right to remove or disable access to any Customer or content or resource that violates the Acceptable Use Policy.
3.6. General Restrictions. Client must not (and must not allow any third party to): (a) rent, lease, copy, transfer, sublicense, or provide access to the Podium Technology (as defined below) to a third party (except Authorized Users as specifically authorized above); (b) incorporate the Podium Technology (or any portion thereof) into, or use it with or to provide, any site, product, or service, except as otherwise expressly authorized by Podium in writing; (c) use the Podium Technology (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (d) publicly disseminate information regarding the performance of the Podium Technology (which is deemed Podium’s Confidential Information); (e) modify or create a derivative work of the Podium Technology or any portion thereof or access the services with the intent to copy or create a competitive or derivative product/service; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Podium Technology or Services, except to the extent expressly permitted by applicable Law and then only upon advance written notice to Podium; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the Podium Technology other than as specifically permitted above; (i) use the Services in violation of the Acceptable Use Policy; (j) remove or obscure any proprietary or other notices contained in the Podium Technology including in any reports or output obtained from the Podium Technology; or (k) access the Services using any automated means, including but not limited to robots, crawlers, scrapers, bots, spiders, or artificial intelligence agents, except in accordance with the Acceptable Use Policy.
3.7. Beta Releases and Free Access Subscriptions. Subject to Client’s compliance with the terms of this Agreement, Podium may provide Client with certain Services for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta”, or other early stage Services, integrations, or features (“Beta Release(s)”) for the Subscription Term set forth in the applicable Subscription Documentation (if applicable). This Section 3.7 and any relevant Additional Terms will apply to any Free Access Subscription or Beta Release (even if a Beta Release is provided for a fee or counts towards Client’s Scope of Use allocations) and supersedes any contrary provision in this Agreement. For the avoidance of doubt, Section 6 (Availability of Services; Support) will not apply to any Free Access Subscription or Beta Release; though Podium may use good faith efforts, in its discretion, to assist Client with Free Access Subscriptions or Beta Releases. Without limiting the other disclaimers and limitations in this Agreement, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SERVICE LEVEL AGREEMENT (SLA), OR INDEMNITY OBLIGATIONS OF ANY KIND. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT FREE ACCESS SUBSCRIPTIONS AND BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH PODIUM WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS AT CLIENT’S SOLE RISK. You may choose to use Free Access Subscriptions and Beta Releases at your sole discretion. Podium makes no guarantees or promises with respect to the continued availability of any Free Access Subscriptions or Beta Releases or that future versions of a Free Access Subscription or Beta Release will be released or will be available under the same commercial or other terms. Podium may discontinue Free Access Subscriptions or Beta Releases at any time, in our sole discretion, and decide not to make them generally available. Notwithstanding anything to the contrary herein, Podium may terminate Client’s right to use any Free Access Subscription or Beta Release at any time and with reasonable notice for any reason or no reason in Podium’s sole discretion, without liability.
3.8. AI Services. Podium offers certain Services that use artificial intelligence (“AI Services”). As with all Services, Client must use AI Services in compliance with these Terms, including the Acceptable Use Policy. Client acknowledges that any output, suggestions, or other content generated by the AI Services (“Output”) may contain inaccuracies, be incomplete, or be based on outdated information. Podium makes no representations or warranties regarding the accuracy, completeness, or reliability of any Output. Without limiting any other provision in this Agreement, Client is responsible for disclosing its use of AI Services to its Customers in accordance with applicable Law.
3.8.1. Client Supervision; No High Risk Activities. Client agrees to treat the AI Services as tools under its direct supervision. Client is responsible for all actions, decisions, and communications made by the AI Services on its behalf, as if they were made by Client’s own employee or agent. Client will not use the AI Services for high-risk activities, including but not limited to, the provision of medical diagnoses or advice, legal advice, or financial advice or decisions (such as investment advice, loan approvals, determining financial eligibility or creditworthiness). Where Client configures the AI Services to operate autonomously (such as booking appointments, responding to inquiries, or quoting pricing), Client’s configuration and activation of such features constitutes Client’s authorization and approval of actions taken by the AI Services within those configured parameters.
3.8.2. Pricing Output. Client acknowledges and agrees that when utilizing the AI Services to present, discuss, quote, or negotiate pricing on Client's behalf, Podium shall have no liability for any pricing errors, inaccuracies, or discrepancies that may result from such interactions. Client retains full responsibility for reviewing, approving, and confirming all pricing terms before any binding commitments are made. Client understands that the AI Services operate based on programmed parameters and may not account for all variables, market conditions, or specific business considerations that could affect appropriate pricing. By enabling the AI Services to handle pricing discussions, Client assumes all risk associated with pricing decisions and waives any claims against Podium for financial losses, missed opportunities, or other damages arising from pricing activities of the AI Services.
4. CLIENT DATA.
4.1. Rights in Client Data. As between the parties, Client retains all right, title, and interest (including any intellectual property rights) in and to any text, images, or other content and data that Client selects or submits for use or incorporation with the Services (including without limitation, Client trademarks, trade names, service marks, and logos, chat and message logs, Customer Data, PHI, or any Third-Party Content) (“Client Data”). To the extent Client is a Covered Entity or a Business Associate, as those terms are defined in HIPAA, "Client Data" also includes PHI. “Customer Data” means data related to the identity, characteristics, and activities of Customers, collected or submitted to the Services by Client or captured by the Services. “Third-Party Content” means content, data, or other materials that Client provides to the Podium Services from its third-party data providers, including through Third-Party Services (as defined below) used by Client. Client hereby grants Podium a non-exclusive, worldwide, royalty-free, transferable right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Client Data as necessary to provide the Services and related services to Client and as otherwise provided herein and in Podium's Privacy Policy (the "Privacy Policy"), and hereby instructs Podium to do the same. Client further instructs Podium to use and disclose Customer Data as necessary to provide the Services consistent with this Agreement and as otherwise set forth in the Privacy Policy.
4.2. Aggregate/Anonymous Data. Client agrees that Podium will have the right to generate usage data from Client’s use of the Services and may aggregate anonymized Client Data (“Aggregate/Anonymous Data”). Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is Podium Technology, which Podium may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Podium’s products and services and to create and distribute reports and other materials). Podium will not distribute Aggregate/Anonymous Data in a manner that personally identifies Client or its Customers, or that would otherwise violate applicable Laws. If Client and Podium have entered into a BAA, Podium will use the Aggregate/Anonymous Data only in conformity with the terms of such agreement.
4.3. Monitoring. Client understands and agrees that Podium may monitor and analyze Client Data or Customer Data (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Website or Services; to improve Client’s experience using the Website or Services; to customize and communicate informational or product offerings and promotions to Client; to ensure compliance with the Acceptable Use Policy (including taking corrective action permitted therein); and/or to make the Website or Services more helpful or useful to Client and other users. This may include use of technologies (such as session replay services, transcription services, cookie, pixel, or other tracking technologies) that maintain records of browsing sessions and other activities on the Website and Services. Client also understands that any third-party platform(s) or Third-Party Service(s) Client elects to use or access in conjunction with the Services may also monitor and analyze the Client Data and/or Customer Data Client uses or accesses in connection with such third-party platforms, to customize and communicate information or product offerings and promotions to Client; to ensure compliance with applicable terms of use; and to make such third-party platform(s) more helpful or useful to Client and other users.
4.4. Security. Podium agrees to maintain physical, technical, and organizational measures designed, in its discretion, to secure its systems from unauthorized access, use, or disclosure. If Client is a Covered Entity or Business Associate, as defined in HIPAA, Podium and Client agree to the terms of Podium’s BAA (currently available at https://legal.podium.com/#baa), which may be amended from time to time, and to secure and utilize PHI in accordance with the BAA. Podium takes no responsibility and assumes no liability for any Client Data other than its express security obligations in this Section 4.4.
4.5. Privacy and Data Processing. The Privacy Policy describes how we handle the information you provide to us or we otherwise collect when you and your Customers use the Services. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including, as applicable, the transfer of this information to the United States and other countries for storage, processing, and use by Podium and its affiliates. Additionally, to the extent applicable, the parties agree that Podium’s Data Processing Addendum (“Data Processing Addendum” or “DPA”) (currently available at https://legal.podium.com/#dpa), governs in the event Podium Processes any Covered Data as Client’s Processor (as defined in the DPA) in connection with this Agreement, and Podium’s obligations with respect to Client Data are limited to those explicitly stated in this Agreement and the DPA. Client is solely responsible for the accuracy, quality, integrity, and legality of all Client Data.
4.6. Franchisor/Licensor Access. If Client is a franchisee or licensee, Client hereby authorizes Podium to provide Client’s franchisor or licensor with access to Client Data; provided that the franchisor or licensor has a contractual right to access Client Data pursuant to an agreement between Client and the franchisor or licensor (a “Franchise/License Agreement”). If Client requests that Podium share Client Data with Client’s franchisor or licensor, or Client’s franchisor or licensor requests access to Client Data, Client agrees to provide to Podium a fully executed copy of its Franchise/License Agreement demonstrating the franchisor’s or licensor’s right to access Client Data.
4.7. Importing Client Data. If Client transmits any data to Podium, Client acknowledges that data transfers involve inherent risks, including the possibility of human and machine errors, omissions, data loss, and media damage. Podium will not be liable for any such errors, omissions, losses or damages.
5. CLIENT OBLIGATIONS.
5.1. Warranty. Client warrants and represents that it will use the Services in full compliance with all Laws and terms of this Agreement, including the Acceptable Use Policy, and that it will not use the Services in a manner that would cause Podium to violate any obligation with respect to any such Laws. Client also warrants and represents that: (a) Client has sole ownership of any Client Data it provides to Podium, or otherwise has legal rights to provide such Client Data, and Client Data will not violate third-party rights, including intellectual property, privacy, and publicity rights; (b) Podium’s possession and/or use of the Client Data on Client’s behalf in connection with the Services, as contemplated hereunder, will not violate any contract, statute, regulation, or other third-party rights; (c) any Client Data Client and/or Client’s authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, and will only concern Client or the goods and/or services that Client provides; (d) Client is authorized to provide Podium with any Customer, Client, or Authorized User information it provides in connection with the Services, including any personally identifying information; and (e) Client and/or Client’s Authorized User(s) will only use the Services for interaction with actual Customers. If Client receives any take-down requests or infringement notices related to Client Data or its use of Third-Party Services, it will promptly stop using these items with the Services and notify Podium immediately. Additionally, if an integration is included in the Services Client orders, Client grants Podium the right to access Client’s Data and, if applicable, Client’s CRM system directly or through a third-party service for the purposes of fulfilling Podium’s obligations under this Agreement, and Client warrants that Client is not restricted by law or applicable agreement from granting Podium such right.
5.2. Customer Consent; Intended Use of the Services. Client understands and agrees that the Services are intended to allow Client to communicate electronically only with Client’s own current Customers who have consented to the receipt of such communications and are provided with all necessary notices in accordance with applicable Laws. Without limiting the foregoing, some AI Services may include automatic speech recognition technology, speech-to-text or text-to-speech capabilities, or natural language understanding and involve the monitoring or capture of real-time transcription of Customer communications by Podium that requires informed consent from Customers in accordance with applicable Laws. Accordingly, Client will for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to and during use of the Services; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use the Services in compliance with all Laws, the terms of this Agreement (including the Acceptable Use Policy) and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client also understands and agrees that the Services are intended primarily to be used for transactional and/or informational communications. If Client uses the Services to make or send any written electronic communication (including but not limited text messages) that includes advertisements, marketing, telemarketing, or promotional messaging, as such are defined in applicable Laws (hereinafter, collectively “Marketing”), Client must, in each instance, clearly designate such message(s) as “Marketing” within the Service prior to sending. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated this Section 5.
6. AVAILABILITY OF SERVICES; SUPPORT.
6.1. Availability. Subject to the terms of this Agreement and any scheduled maintenance and unavailability caused by: (a) actions or omissions of Client; (b) failures, errors, or defects in the facilities, hardware, software, or network of Client; or (c) circumstances that constitute a force majeure event or that are beyond Podium’s reasonable control, the Services will be available for access via the Website 99.0% of the time during of the applicable Subscription Term. Client’s sole remedy and Podium’s sole liability for failure to meet the aforementioned availability will be support in accordance with Section 6.2.
6.2. Support. If you are current with payment of applicable Fees, Podium will provide you with standard technical support for the Service, which may include web-based support resources through the Website. Such support will be provided in accordance with Podium’s then-current support policies, if any, as may be published or updated from time to time. Additional support services may be available to Client subject to payment of applicable fees (if any), as specified in any applicable Subscription Documentation. Any support services are subject to this Agreement. Podium may also provide onboarding, deployment, and other services under this Agreement, including via Third-Party Services or subcontractors. If applicable, the scope, pricing, and other terms for these additional services will be set forth in the applicable Subscription Documentation or Additional Terms. Podium’s ability to deliver the Services depend on Client’s reasonable and timely cooperation and the accuracy and completeness of any information from Client needed to deliver the Services. Except as otherwise expressly stated in this Agreement or any applicable Subscription Documentation, Client is primarily responsible for its own account setup and onboarding. Please note that while Podium can help explain how the Services work, Podium cannot provide legal, financial, or other professional advice. Client must consult the services of a competent professional should Client need this type of assistance. Where the Services include migration of Client’s data into Podium’s platform, Client is responsible for obtaining and delivering all data to be migrated in a usable format and for confirming its completeness and accuracy prior to delivery. Podium will load Client-provided data in the form and organization in which it is delivered and is not responsible for the retrieval, completeness, accuracy, or organization of Client’s data from any prior system. Any migration work outside Podium’s standard supported scope is subject to additional fees as set forth in the applicable Subscription Documentation.
7. FEES AND PAYMENT.
7.1. Fees. Unless otherwise specified on Client's Subscription Documentation, the Services are provided on an ongoing, per license subscription-basis, including automatically recurring payments for periodic charges, according to the terms and conditions of the Subscription Documentation (“Subscription”). Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle (“Subscription Fees”), any one-time fees for setup implementation, onboarding, professional services, or similar services (“One-Time Fees”), any fees calculated based on Client’s consumption of the Services (“Usage Fees”), any Overage Fees as set forth in Section 7.6, and any other additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Additional Terms (collectively, the “Fees”). Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
7.2. Payment of Fees. Unless otherwise specified in the applicable Subscription Documentation, the following default payment terms apply to all Fees, and all references to currency set forth herein will mean U.S. dollars, with all payments hereunder to be made in U.S. dollars: (a) Subscription Fees will be paid annually in advance; (b) One-Time Fees are due and payable as invoiced and are not subject to the auto-renewal or recurring billing provisions of this Agreement; (c) Usage Fees will be invoiced monthly in arrears based on Client’s usage during the applicable billing period, and Podium’s usage records and systems of measurement will be the authoritative basis for calculating Usage Fees; and (d) Overage Fees will be charged in arrears as set forth in Section 7.6. Client may dispute Usage Fees or Overage Fees within thirty (30) days of invoice by providing written notice to Podium detailing the basis for the dispute. For any single payment or aggregate annual Subscription Fees exceeding Two Hundred Thousand Dollars ($200,000.00), Client must pay by wire transfer or ACH; credit card payments are not permitted for amounts exceeding this threshold. All Fees are non-refundable and non-creditable, except as expressly set forth in Sections 2.3 (Modification of the Services) and 8.3 (Termination for Cause). If the payment method selected on Client's Subscription Documentation is credit card, ACH, or direct debit, Client acknowledges and authorizes Podium to charge Subscription Fees, Usage Fees, Overage Fees, and other applicable amounts (such as taxes or Industry Fees) automatically, on an auto-renew basis on your Subscription Start Date (as defined below) for each subsequent Subscription Term. For the avoidance of doubt, all additional Subscription Fees for additional Services accessed by Client will be billed when the Service is first accessed by Client and automatically, on an auto-renew basis on Client’s existing Subscription Start Date. Podium may from time to time provide notice to Client regarding any Renewal Term(s) and the auto-renew processes. The Subscription will continue unless and until you or Podium terminate your Subscription in accordance with Section 8. You must cancel your Subscription before it renews in order to avoid billing the next periodic Subscription Fees to your account. If Client pays by credit card, then Client is responsible for both (a) enabling auto-recharge on Client's account and (b) ensuring that the account has a sufficient positive balance to cover all Fees when due. Should Podium be unable to process/receive the Fees when due and owing, payment will be considered overdue. Podium will have the right to charge interest on all overdue amounts equal to the maximum amounts allowed by applicable Law. Additionally, after payment becomes overdue, Podium will have the right to immediately suspend Client’s access to the Services and/or seek to enforce Client’s payment obligations, including through the use of third-party services. If Podium sends Client’s account for collection and/or initiates legal action to collect overdue amounts, Podium may seek to recover all costs and expenses of such action, including reasonable legal or attorney's fees, court costs, and expenses.
7.3. Taxes and Other Governmental or Regulatory Fees. Podium’s Fees are exclusive of all taxes, regulatory fees, or levies and Client must pay any applicable taxes, regulatory fees, or levies (which for clients located in Australia, includes any applicable goods and services taxes as set out in a New Tax System (Goods and Services Tax) Act 1999 (Cth)), whether domestic or foreign, other than taxes based on the income of Podium. Client will make tax and regulatory fee payments to Podium to the extent amounts are included on Podium’s invoices. For cross-border sales into Canada or Australia, Podium requires Client to provide a valid tax registration number (e.g., Canadian GST/HST Number, Australian Business Number / ABN) confirming Client's status as a registered business entity prior to contract execution or invoice generation.
7.4. Industry Fees and Surcharges. Your use of the Services may also be subject to certain industry-related fees or surcharges (such as fees imposed by telecommunications carriers or other over the top communications providers (for example, 10-digit long code (10DLC)-related fees)) (collectively, “Industry Fees”). Industry Fees may also include cost recovery fees representing a reasonable recovery of the charges, fees, and administrative expenses imposed on Podium and associated with the provision of the Services to you and your use of the Services. Podium’s Fees are exclusive of any such Industry Fees, and you will be required to pay any such Industry Fees related to your use of the Services. Where required by law, or at our own election, Podium will reflect such Industry Fees as a separate line on your invoice. Industry Fees may change at any time.
7.5. Fee Increase. Podium reserves the right to determine the applicable Fees for any Service(s). While Podium will make reasonable efforts to keep the information relating to Fees published on its Website up to date, you should check the Website periodically for information about current Fees. If any Fees (other than taxes, Industry Fees, or governmental/regulatory fees, which may change at any time) are specified on your Subscription Documentation, Podium may increase Fees applicable to you upon forty-five (45) days’ prior written notice, effective on the start date of your subsequent Subscription Term (if Client has not elected to opt out of the automatic renewal or renegotiate the Fees). With respect to Usage Fees, Podium may update its published usage rates at any time upon thirty (30) days’ prior written notice to Client. Updated usage rates will apply to all usage occurring on or after the effective date specified in the notice, regardless of Client’s current Subscription Term. Additionally, notwithstanding the foregoing, Podium may adjust the Payments Services Fees as set forth in the Payments Service Terms. Podium may also, from time to time and in its sole discretion, make promotional offers or different Fees available to its clients or other users. Such promotional offers will not apply to you or this Agreement unless specified in writing in your Subscription Documentation. Your continued use of the Services after a Fee increase will constitute your agreement and acceptance to any increase in Fees.
7.6. Usage Overages and Overage Fees. Use of the Services exceeding the applicable Scope of Use during any billing period constitutes "Overage Usage" and may result in automatic overage charges at Podium's then-current standard rates, unless otherwise specified in your Subscription Documentation (“Overage Fee(s)”). Overage Fees are calculated based on your usage data, automatically charged in arrears in the month following the Overage Usage, and due within thirty (30) days of invoice date, unless otherwise specified on your Subscription Documentation. If you have authorized automatic payments for your Fees, Overage Fees will be automatically charged to your designated payment method along with your regular Fees. Client may dispute Overage Fees within thirty (30) days of invoice by providing written notice to Podium detailing the basis for the dispute.
8. TERM AND TERMINATION.
8.1. Term. This Agreement is effective until the applicable Subscription Term for the Services has expired or the Subscription is terminated as expressly permitted herein. Unless otherwise stated in Client’s Subscription Documentation, the initial term for any Subscription to the Services is twelve (12) months and will automatically renew for subsequent periods of equal duration (the “Subscription Term”), unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. Client may give notice of non-renewal by sending an email to support@podium.com. If no Subscription start date is specified on the applicable Subscription Documentation, the Subscription starts when Client first obtains access to the Services (“Subscription Start Date”). By agreeing to any Subscription Documentation, Client is agreeing to pay applicable fees for the entire Subscription Term. Client cannot cancel or terminate a Subscription Term except as expressly permitted by this Section 8.1 (Term) or Section 8.3 (Termination for Cause). Unless Client’s Subscription Documentation expressly states otherwise, any additional Services purchased during Client’s Subscription Term will be coterminous with Client’s most recent Podium platform Subscription Term.
8.2. Suspension of Services. Podium may suspend Client’s (or any Authorized User’s, as applicable) access to the Services if: (a) Client’s account is overdue (including any unpaid Fees, including Overage Fees, Usage Fees, and One-Time Fees, if applicable), or (b) Client has exceeded its Scope of Use limits and has not paid any applicable Overage Fees. Podium may also suspend Client’s (or any Authorized User’s, as applicable) access to the Services, remove Client Data, or disable Third-Party Services if it determines that: (i) Client has breached Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations); (ii) Client has violated the Acceptable Use Policy, including the reasonable use policies; or (iii) suspension is necessary to prevent harm or liability to other clients of Podium or third parties or to preserve the security, stability, availability, or integrity of the Services. Podium will have no liability for taking action as permitted above. For avoidance of doubt, Client will remain responsible for payment of Fees during any suspension period. Unless this Agreement has been terminated, Podium will cooperate with Client to restore access to the Services once it verifies that Client has resolved the condition requiring suspension.
8.3. Termination for Cause. Either party may terminate this Agreement, including any related Subscription Documentation, if the other party: (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; or (b) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter) (or in the case of clients located in Australia, such party has a liquidator appointed or otherwise ceases to carry on business). If Client terminates during the Subscription Term for any reason other than the foregoing, Client will be responsible for the Fees due for the entire Subscription Term. Podium may also terminate this Agreement or any related Subscription Documentation immediately if Client breaches Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations), for repeated violations of other Sections of this Agreement, or if applicable, a breach of the parties’ BAA and Client will be responsible for the Fees due for the entire Subscription Term, as set forth in Section 8.4.
8.3.1. Dissolution or Cessation of Business. Podium may, in its sole discretion, terminate this Agreement if Client: (a) files articles of dissolution or cancellation with its jurisdiction of formation; (b) has its existence terminated or revoked by its jurisdiction of formation; (c) makes a general assignment for the benefit of creditors; or (d) sells all or substantially all of its assets other than in a permitted assignment under Section 16.1. Client must deliver to Podium a certified copy of the applicable filing, certificate, court order, or assignment instrument issued by the relevant governmental authority. Client’s assertion of dissolution alone is not grounds for termination, and Client remains responsible for all Fees due for the remainder of the Subscription Term regardless of any dissolution or cessation event. A change in ownership, management, or branding, a reduction in workforce, locations, or scope of operations, Client’s decision to stop using the Services, or Client’s formation of a new entity to continue substantially similar operations does not constitute dissolution or cessation under this subsection. Any request by Client for termination under this subsection is subject to approval in Podium’s sole discretion.
8.4. Effect of Termination. Upon any expiration or termination of this Agreement or any Subscription Documentation: (a) Client’s license rights will terminate and it must immediately cease use of the Services (including any related Podium Technology) and delete (or, at Podium’s request, return) any and all copies of any Podium documentation, scripts, passwords or access codes, and any other Podium Confidential Information in Client’s possession, custody, or control; and (b) Client’s right to access any Client Data in the applicable Services will cease, and Podium’s obligations with respect to Client Data following termination will be as set forth in Section 8.4.1 below. If Podium terminates this Agreement for cause as provided in Section 8.3 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Client. Upon any expiration or termination of this Agreement: (i) all accrued and unpaid Fees (including Subscription Fees, Usage Fees, Overage Fees, and One-Time Fees) through the effective date of termination will become immediately due and payable; (ii) One-Time Fees paid prior to termination are fully earned and non-refundable; and (iii) Usage Fees and Overage Fees will be calculated through the effective date of termination and invoiced in accordance with Sections 7.2 and 7.6. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
8.4.1. Client Data Export and Deletion. If Client is current with payment of all applicable Fees, Client may export Client Data from its account at any time during the Subscription Term using standard features Podium makes available within the platform. Following expiration or termination, Client’s ability to access Client Data through its account will no longer be available. However, upon written request within thirty (30) days following expiration or termination (the “Export Period”), and provided Client has paid all outstanding Fees, an export of Client Data may be available as a professional services engagement, subject to Podium’s then-current Fees. Podium makes no warranty regarding the integrity, completeness, or timeliness of exported data. After the Export Period, Podium may delete all Client Data in its possession, except to the extent prohibited by applicable Law or a BAA, and will not be required to remove Client Data from backup systems until such backups are deleted in the ordinary course, provided Podium continues to protect such data in accordance with Section 4.4 until deletion.
8.5. Survival. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions); 3 (Use Rights; Restrictions); 4 (Client Data); 7 (Fees and Payment); 8 (Term and Termination); 9 (Confidential Information); 10 (Podium Technology); 11 (Third-Party Services); 12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); 15 (Dispute Resolution); and 16 (General).
9. CONFIDENTIAL INFORMATION.
9.1. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, subcontractors, or Authorized Users having a legitimate need to know (which, for Podium, includes the subcontractors referenced in Section 16.6), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 9 and these recipients are bound to confidentiality obligations no less protective than this Section.
9.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law, subpoenas, or court orders, provided it uses commercially reasonable efforts to notify the other party (where permitted to do so) and cooperates in any effort by the other party to obtain confidential treatment for the information.
9.3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
10. PODIUM TECHNOLOGY.
10.1. Ownership and Updates. By accepting this Agreement, Client acknowledges that it is obtaining only a limited right to use the Services and irrespective of any use of the words “purchase”, “sale”, or similar terms, no ownership rights are transferred to Client under this Agreement and, except as expressly permitted by such limited right, Client may not make any use of Podium Technology. Client agrees that Podium (or its suppliers) exclusively retains all rights, title, and interest (including all intellectual property rights) in and to all Services, products, any and all related documentation, software, technology, code, know-how, logos, trademarks, service marks, and templates (including in any reports or output obtained from the Services), anything delivered as part of support, materials or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Suggestions (as defined below) provided by Podium (collectively, "Podium Technology") (which is deemed Podium’s Confidential Information) and reserves any licenses not specifically granted herein. Furthermore, Podium exclusively owns and reserves all right, title, and interest in and to Podium’s Confidential Information and any data, in anonymized or aggregated form that does not identify you, any end users, or any natural person, generated or derived from the use or operation of the Services, including volumes, frequencies, bounce rates, and performance results for the Services. The Services are offered as an online, hosted product. Accordingly, Client acknowledges and agrees that it has no right to obtain a copy of the software behind any Services and that Podium at its option may make updates, bug fixes, modifications, or improvements to the Services from time to time.
10.2. Suggestions. If Client elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, “Suggestions”), Client hereby grants Podium a worldwide, exclusive, perpetual, non-revocable, sublicensable, royalty-free right, and license to use, copy, disclose, license, distribute, and exploit any such Suggestions in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Suggestions or otherwise.
11. THIRD-PARTY SERVICES.
Podium may, from time to time, contract with a third party, including Service Partners and/or Subcontractors, as defined in Section 16.6 below, to facilitate certain features of the Services. Podium may also allow or facilitate Client to make arrangements with other third-party platforms or providers that offer products or services, such as applications, integrations, add-ons, software, code, online services, systems, and other products that are not Podium Technology, in connection with, but which are not included in, the Services as defined in this Agreement (“Third-Party Service(s)”). If Client elects to use any Third-Party Service(s) in connection with the Services, such Third-Party Service(s) may make Third-Party Content available to Client and may access Client’s instance of the Services, including Client Data. Client agrees and acknowledges that use of such Third-Party Service(s) may require Client to enter into separate terms and conditions with such third-party. Unless Podium expressly agrees otherwise in a signed writing, Podium (a) is not a party to any such terms; (b) will not be liable thereunder; (c) does not warrant or support Third-Party Services or Third-Party Content; and (d) disclaims all responsibility and liability for Third-Party Services and their access to the Services, including their modification, deletion, disclosure, or collection of Client Data. Podium is not responsible in any way for Client Data once it is transmitted, copied, or removed from the Services. Unless Podium expressly states otherwise in signed writing, Third-Party Services are not “subcontractors'' under this Agreement, and Podium disclaims all responsibility and liability for the actions or omissions of any Third-Party Services, including but not limited to Developers.
12. INDEMNIFICATION.
12.1. Indemnification by Client. Client will indemnify and hold harmless Podium and its officers, directors, employees, consultants, contractors, sub-contractors, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) your unauthorized use of, or misuse of, the Services, including but not limited to the Podium Marketplace and Podium API, as applicable; (b) your violation of, or any claim that you have violated, any applicable Law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party (including but not limited to your Customers, any Developers, and any Third-Party Services); (d) any demand, dispute, or issue (including without limitation fee disputes) between you and any Payment Service Provider(s) (as defined in the applicable Additional Terms); (e) any Client Data; (f) Podium’s use, as contemplated in this Agreement, of any information provided to Podium by you or your Customers; (g) breach or alleged breach of this Agreement, including Client’s warranties and obligations; (h) your reliance or implementation of any Output generated by the AI Services; or (i) if applicable, any breach or alleged breach of Client’s obligations contained in the BAA. Client also agrees to defend the Podium Entities against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event Podium assumes exclusive defense of such claims, Client agrees to cooperate with our defense of any such claims. Client may not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12.2. Indemnification by Podium. Podium will indemnify and hold Client harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to (a) Podium’s gross negligence or willful misconduct; or (b) Podium’s infringement, misappropriation, or violation of a third party’s intellectual property rights. Podium also agrees to defend Client against these claims at Client’s request, but Client may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. Podium must not settle any claim without Client’s prior written consent if the settlement does not fully release Client from liability or would require Client to admit fault, pay any amounts, or take or refrain from taking any action.
12.3. Exclusions to Podium’s Indemnification. Podium will not be required to indemnify Client under Section 12.2(b) above, to the extent that the infringement, misappropriation, or violation of a third party’s intellectual property rights arises from: (a) modification of the Services by Client, its Authorized Users, Developers, Third-Party Services, affiliates, employees, or contractors in conflict with Client’s obligations or as a result of any prohibited activity under this Agreement, (b) use of the Services in a manner inconsistent with this Agreement, the Acceptable Use Policy, the Additional Terms, the Subscription Documentation, or any other agreement related to this Agreement, or (c) use of the Services in combination with any other application, product, or service not provided by Podium if such claim would not have occurred without such combination. In the event Client is unable to use a portion of the Services due to an allegation arising under 12.2(b), Podium may, at its option, procure the right for Client to continue to use such Service, or replace or modify such Service so that it becomes non-infringing. If neither option is available, Podium may terminate this Agreement or the applicable Subscription Documentation and refund all paid and unused Fees. This section details Client’s sole and exclusive remedy with respect to any claim related to intellectual property infringement.
13. DISCLAIMERS.
13.1. EXCEPT AS PROVIDED EXPRESSLY HEREIN, ALL PODIUM TECHNOLOGY AND RELATED SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH THE PODIUM TECHNOLOGY ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM TECHNOLOGY WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM TECHNOLOGY WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, AND PODIUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY SERVICES, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON PODIUM TECHNOLOGY OR PODIUM’S RELATED SERVICES (INCLUDING CHANGES TO CLIENT PROPERTIES). THE DISCLAIMERS IN THIS SECTION 13 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
13.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS CLIENT(S) DO NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
13.3. For Clients Located in Australia Only. Neither this Section 13 (Disclaimers) nor Section 14 (Limitations of Liability) below excludes, restricts, or modifies the application of any provision of the Australian Consumer Law (ACL) (whether applicable as a law of the Commonwealth, or any state or territory of Australia), the exercise of any right to remedy conferred by the ACL, or the liability of Podium for a failure to comply with any applicable consumer guarantees where to do so would contravene the ACL or cause any part of these sections to be void. Additionally, Section 13.2 above does not apply to the extent Client is entitled to a right to rely under applicable Law.
14. LIMITATIONS OF LIABILITY.
14.1. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL PODIUM OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PODIUM’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CLIENT TO PODIUM FOR THE APPLICABLE SERVICE(S) OR RELATED SERVICE(S) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, PODIUM’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 14 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 14 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY PODIUM TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14.2. FOR CLIENTS LOCATED IN AUSTRALIA ONLY. TO THE EXTENT THAT LIABILITY CANNOT BE EXCLUDED UNDER THIS SECTION 14, AND WHERE THE ACL APPLIES, PODIUM’S LIABILITY IS LIMITED AT THE OPTION OF PODIUM TO (A) IN THE CASE OF ANY PRODUCT, ANY ONE OR MORE OF THE FOLLOWING (i) THE REPLACEMENT OF THE PRODUCT OR THE SUPPLY OF EQUIVALENT PRODUCT, (ii) THE REPAIR OF THE PRODUCT, (iii) THE PAYMENT OF THE COST OF REPLACING THE PRODUCT OR OF ACQUIRING EQUIVALENT PRODUCT, OR (iv) THE PAYMENT OF THE COST OF HAVING THE PRODUCT REQUIRED, IF APPLICABLE; AND (B) IN THE CASE OF ANY PODIUM TECHNOLOGY OR SERVICES OR RELATED SERVICES PERFORMED BY PODIUM: (i) THE SUPPLY OF THOSE SERVICES AGAIN, OR (ii) THE PAYMENT OF THE COST OF HAVING THOSE SERVICES APPLIED AGAIN.
15. DISPUTE RESOLUTION.
If a dispute arises between the parties related to this Agreement or the Services provided therefrom, and the dispute cannot be settled through informal negotiations, the parties agree to resolve their dispute (referred to herein as “Claim(s)”) as follows:
15.1. Mediation. The parties agree to participate in mediation to settle their Claims in accordance with the rules and procedures found in Utah Code § 78B-10-101 et seq. (Utah Uniform Mediation Act and referred to as “UUMA”) (or for clients located in Australia, the rules and procedures found in the Institute of Arbitrators and Mediators Australia Mediation Rules (“Rules”)) and this Agreement before a party can file a judicial action, whether in a court of law, an administrative body, government agency, or otherwise. If there are any conflicting provisions between UUMA (or for clients located in Australia, the Rules) and this Agreement, the provisions in this Agreement will govern.
15.1.1. Notice. Mediation must be conducted within sixty (60) days from a party receiving written notice of Claims from a complaining party. The notice must contain a detailed description of the nature of the Claims and the requested relief sought.
15.1.2. Mediator Selection and Mediator Fees. A neutral mediator will be selected as mutually agreed upon by the parties. The mediator’s fees and costs will be paid to the mediator at the end of mediation, with both parties equally sharing the mediation costs and paying their own legal fees and costs.
15.1.3. Location. Mediation will occur in Salt Lake City, Utah, unless you are located in Australia, in which case mediation will occur remotely or in Melbourne, Victoria, Australia.
15.2. Judicial Action. If the parties are unable to resolve the Claim pursuant to the mandatory mediation referenced above (or if one of the parties refuses to participate in the mandatory mediation or fails to respond to a complaining party’s request for mediation), the parties may subsequently file a judicial action. Any such judicial action shall be conducted on an individual basis only, without a jury, in accordance with Section 15.4 below.
15.3. Disputes Not Subject to the Mediation Process. The following claims or actions are not subject to the mandatory mediation provisions of this Section 15:
15.3.1. A request for an order of injunctive relief and any related incidental damages;
15.3.2. A request for an order to prevent the disclosure of or misuse of Confidential Information or trade secrets; and/or
15.3.3. Enforcement of Client’s payment obligations as set forth under Section 7.
15.4. Class and Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT ANY CLAIMS ARISING UNDER THIS AGREEMENT, WHETHER IN MEDIATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. EACH PARTY ALSO HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT THESE WAIVERS ARE MADE KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY. Client may opt out of the class action waiver by sending written notice to legal@podium.com within thirty (30) days of first accepting this Agreement. The opt-out notice must include Client's name, address, and a clear statement that Client wishes to opt out of the class action waiver. If Client opts out, the class waiver set forth in this Section 15.4 will not apply to Client, but all other provisions of this Agreement remain in full force and effect.
15.5. Limitation on Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM ARISING UNDER OR RELATED TO THIS AGREEMENT MUST BE COMMENCED WITHIN TWELVE (12) MONTHS AFTER THE PARTY ASSERTING THE CLAIM FIRST KNEW, OR REASONABLY SHOULD HAVE KNOWN, OF THE EVENT GIVING RISE TO THE CLAIM. ANY CLAIM NOT COMMENCED WITHIN SUCH PERIOD IS PERMANENTLY BARRED. THIS PERIOD IS TOLLED FROM THE DATE A PARTY DELIVERS A WRITTEN MEDIATION DEMAND UNDER SECTION 15 UNTIL THIRTY (30) DAYS AFTER MEDIATION CONCLUDES OR TERMINATES. THIS SECTION DOES NOT APPLY TO FRAUD, WILLFUL MISCONDUCT, OR CLIENT'S PAYMENT OBLIGATIONS. FOR CLIENTS LOCATED IN AUSTRALIA, THIS SECTION DOES NOT APPLY TO THE EXTENT IT WOULD EXCLUDE, RESTRICT, OR MODIFY ANY NON-EXCLUDABLE RIGHT OR REMEDY UNDER THE AUSTRALIAN CONSUMER LAW.
16. GENERAL.
16.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign or purport to assign any of its rights or obligations under this Agreement without the advance written consent of the other party (which must not be unreasonably withheld), except that Podium may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.
16.2. Notices. Any notice or communication to Podium under this Agreement must be in writing. Client must send any notices under this Agreement (including breach notices) to Podium Headquarters (include “Attn. Legal Department” in the subject line) and by email to legal@podium.com. Podium may send notices to the e-mail addresses on Client’s account or, at Podium’s option, to Client’s last-known postal address. Podium may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of such notice on Podium’s Website or the Services. Podium may provide usage notifications and Overage Fee notices through the Services dashboard, email, or other electronic means as specified in Section 7.6. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Podium is not responsible for any automatic filtering Client or its network provider may apply to email notifications.
16.3. Publicity. Unless otherwise specified in the applicable Subscription Documentation, Podium may use Client’s name, logo, and marks to identify Client as a Podium Client on Podium’s website and other marketing materials.
16.4. Podium Communication with Client. You agree that Podium may send you emails and text messages, including transactional, operational, and marketing messages, possibly using automated technology, to the email or phone number you provide to Podium. Message and/or data rates may apply to such messages, and you may opt out at any time. You will keep your contact information up to date and will notify Podium immediately in the event that your contact information changes.
16.5. Referral Programs. Podium may, from time to time, and in its sole discretion, offer referral programs or opportunities to certain Podium clients or users. Such programs or opportunities may include incentives for such clients or users to promote Podium and/or its Services to their family or friends. Participation in such programs or opportunities is completely voluntary and is subject to this Agreement and the Podium Referral Program Terms (“Referral Program Terms”). Podium may modify, discontinue, or terminate any referral program or similar opportunity at any time, without notice.
16.6. Subcontractors; Service Partners.
16.6.1. Podium may use certain third parties to support the delivery of Services under this Agreement, as follows:
Service Partners: third parties, as defined in Podium’s DPA, who are engaged primarily to support Podium’s technology, infrastructure, and data processing obligations; and
Subcontractors: third party personnel Podium engages directly to perform discrete tasks or functions related to the Services, but who are not Service Partners as defined above. For avoidance of doubt, “Subcontractors” does not include individuals or entities performing work on behalf of Client or acting as Client’s agents or representatives.
16.6.2. For clarity, Third-Party Services are defined in Section 11 and are not considered Podium’s Subcontractors or Service Partners.
16.6.3. Except as otherwise set forth in the DPA, Podium will not be required to obtain Client’s consent or provide notice of such use of Service Partners or Subcontractors. Podium remains responsible for the performance of its obligations under this Agreement, regardless of any subcontracting or delegation.
16.7. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
16.8. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
16.9. Amendments; Waivers. Podium may update or modify these Terms (including the Additional Terms and any referenced policies and other documents) from time to time by giving reasonable notice and posting a revised version on the Website or Services or by notification via the email associated with your account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Subscription Term. Immaterial modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, will constitute acceptance of the updated Terms. If Client does not agree to the updated Terms, Client will no longer have the right to use the Services, except where applicable Law requires different treatment. Except as otherwise described in this Section 16.9, any modification, supplementation, replacement, novation or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights or delay in exercising any right under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
16.10. Headings. The headings used in this Agreement are for ease of reference only. They are not intended as a complete restatement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.
16.11. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.
16.12. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Client acknowledges that each Subscription only permits use by and for the legal entity or entities identified in the Subscription Documentation and not any affiliates. Furthermore, Client’s affiliates are not permitted to use the Services under these Terms unless an affiliate agrees to these Terms individually and creates its own account.
16.13. Attorneys’ Fees and Costs. In any action by Podium to (a) collect unpaid fees or amounts owing under this Agreement, (b) enforce its intellectual property rights, or (c) enforce Client's compliance with the use restrictions or acceptable use policies set forth in this Agreement, Podium, if it is the substantially prevailing party, will be entitled to recover its reasonable attorneys' fees and costs incurred in connection with such action.
16.14. Entire Agreement. This Agreement, including these Terms and any applicable Subscription Documentation, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Podium Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. Any terms provided by Client (including as part of any purchase order or other business form used by Client) are for administrative purposes only and have no legal effect.
16.15. Counterparts; Electronic Transmission. This Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery will be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.
16.16. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts. The parties acknowledge that the jury trial waiver and class action waiver provisions in Section 15.4 are material terms of this Agreement and were specifically bargained for by the parties.
16.16.1. Australia Clients. If you are a Podium client located in Australia, this Agreement is governed by the laws of Victoria, Australia. To the extent permitted by law, the courts of Victoria, Australia, will be the exclusive jurisdiction for disputes arising out of or in connection with this Agreement.
16.17. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
16.18. Notice Regarding Apple. This Section 16.18 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Podium only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (a) product liability claims; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Effective: October 15, 2026
Effective October 1st 2026 to October 15th 2026
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Table of Contents
Podium Terms of Service
Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (individually and collectively, the “Website”), is owned and operated by Podium Corporation, Inc. (“Podium,” “we,” “us,” or “our”). By using, installing, or accessing the Website or Services (as defined below), or by signing or clicking to accept these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to be bound by the following terms and conditions (together, these “Terms”, or this “Agreement”).
If you are using a Podium Service on behalf of a company, organization, or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee, agent, or other authorized representative with all necessary authority to bind that entity to this Agreement.
This Agreement includes and hereby incorporates by reference any Subscription Documentation executed between you and Podium, as well as any policies or exhibits linked to or referenced herein. If you have entered into a separate written agreement with Podium concerning specific Services, the terms of such agreement control if there is any conflict between the terms of such agreement and these Terms. Please note that we may modify this Agreement as described in Section 16.9 below.
1. DEFINITIONS.
1.1. “Business Associate Agreement” (hereinafter “BAA”) means a written agreement between a Covered Entity and a Business Associate (as those terms are defined under HIPAA) containing the elements specified at 45 CFR 164.504(e).
1.2. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged or learned in connection with this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
1.3. “HIPAA” means the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160 and 162, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160, all as may be amended from time to time.
1.4. "Law(s)” means all applicable local, state, federal, and international laws, rules, and regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, Canada’s Anti-Spam Legislation (“CASL”), the Australian Consumer Law, the AU Privacy Act 1988 (Cth), and the AU Spam Act 2023 (Cth).
1.5. “Protected Health Information” (hereinafter “PHI”) has the same meaning as that term is defined in HIPAA.
1.6. “Territory” means the United States, Canada, and Australia, unless otherwise expressly set forth in Client’s Subscription Documentation.
Other terms are defined in other Sections of this Agreement.
2. SERVICES.
2.1. Services. Podium provides a proprietary multi-product platform that includes without limitation, artificial intelligence services, reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “Phones," and “Bulk Messages,") payment processing and related services (“Payments”), certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time (together with the Website, the “Service(s)”). Client will, from time to time, enter into a proposal, quote, services/purchase agreement, order form, statement of work, or otherwise click to accept or agree to an online registration form ("Subscription Documentation"), which references this Agreement and details the Services ordered from Podium and, if applicable, the usage limits or other scope of use descriptions for the Services (including without limitation any usage or volume limits, numerical limits on Authorized Users, and descriptions of product feature levels) (“Scope of Use”). Client's use of the Services in excess of the applicable Scope of Use may result in additional fees as set forth in Section 7.6 (Usage Overages and Overage Fees). Client may be provided the option to purchase certain Services as part of a package or bundle offer (each, a “Bundle”), as detailed in the applicable Subscription Documentation. The Services included in Podium’s standard Bundles are currently specified here (the Services and pricing available to clients in Australia are currently specified here). Podium has no obligation to provide any services or perform any tasks not specifically set forth in this Agreement, including any applicable Subscription Documentation.
2.2. Alteration of Subscription Documentation. Except as otherwise expressly stated in this Agreement, any amendments or modifications to any existing Subscription Documentation must be agreed to in writing by the parties. Podium has no obligation to perform any Services under any amended Subscription Documentation until the parties have agreed to the effect of such changes on the applicable Fees.
2.3. Modification of the Services. Podium reserves the right, at its sole discretion, to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), or to alter the offering of the Services (including by adding, limiting, or discontinuing certain Bundles) temporarily or permanently. Podium also reserves the right to replace certain Services and Bundles with functionally equivalent Services or Bundles, at its sole discretion. In the event Podium makes any modification or alteration to the Services or the offering thereof that has a material adverse effect on the functionality of the Services ordered under your Subscription Documentation, Client may terminate the affected Service(s) and receive a pro-rated refund of pre-paid, unused Fees attributable to such affected Service(s) for the remainder of Client’s Subscription Term (as defined below).
2.4. Additional Terms. Client’s subscription to or use of certain Services or features of the Services may be subject to additional terms, policies, rules, or guidelines that we may post on or link to from these Terms or the Services (the “Additional Terms”). To the extent applicable, all Additional Terms are incorporated by this reference into, and made a part of, these Terms. If Client purchases or otherwise uses any of the following Services, Client’s use is subject to and Client accepts the applicable Additional Terms, as set forth below.
2.4.1. Podium Payments. If Client uses Podium Payments, Client agrees to be bound by the Podium Payments Service Terms.
2.4.2. Podium Phones. If Client uses Podium Phones, Client agrees to be bound by the Podium Phones Service Terms.
2.4.3. Podium Marketplace. If Client uses the Podium Marketplace, Client agrees to be bound by the Podium Marketplace Terms of Use.
2.4.4. Podium API. If Client uses the Podium API, Client agrees to be bound by the applicable terms of the Podium API Terms of Use.
2.4.5. Podium Developer Platform. If Client uses the Podium Developer Platform, Client agrees to be bound by the Podium Developer Terms.
2.4.6. Third-Party Terms. If Client uses Third-Party Services (as defined below) in connection with the Services, Client agrees to be bound by the applicable Third-Party Terms.
3. USE RIGHTS; RESTRICTIONS.
3.1. Use of Services. Subject to all terms of this Agreement, including any Additional Terms, Podium grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory (to the extent available in the Territory) to: (a) install and use an object code copy of any mobile application associated with the Services; and (b) access and use the Services, designated on Client’s Subscription Documentation solely for Client’s internal business purposes, but only in accordance with this Agreement, Podium’s Acceptable Use Policy (“Acceptable Use Policy”), the applicable Subscription Documentation, and all applicable Scope of Use descriptions. Podium makes no representation that the Services are appropriate or available for use in locations outside the Territory (or that all products or features of the Services are available throughout the Territory). Furthermore, accessing the Services from territories where their content or use is illegal, is prohibited under this Agreement. If Client attempts to access or use the Services outside of the Territory, Client does so at its own initiative and is responsible for compliance with all Laws and any costs associated with access or use outside the Territory. You may not use or export the Services in violation of U.S. export laws and regulations.
3.2. Account Registration. Client must register for a Podium account in order to access or receive the Services. Account information must be accurate, current, and complete. Client agrees to keep its account information up to date so that Podium may send notices, statements, and other information by email or through Client’s account. Client is solely responsible for all use of its Services account(s). Podium will not be liable for any losses or damages arising from unauthorized use of Client’s account(s) not solely and directly caused by Podium's gross negligence or willful misconduct.
3.3. Eligibility and Use by Others. By agreeing to these Terms, Client warrants that it and its employees, agents, contractors, and any other users (including but not limited to Developers or any providers of Third-Party Services) whom Client has authorized to access the Services on its behalf (“Authorized Users”): (a) are natural persons over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all Laws when using the Services. Additionally, notwithstanding anything to the contrary herein, "Authorized Users" expressly excludes: (i) any artificial intelligence agent, bot, automated system, or similar technology other than in accordance with the Acceptable Use Policy; (ii) any competitor of Podium; and (iii) any third-party software, platform, or service that aggregates, scrapes, or otherwise collects data from the Services for purposes of developing, training, or improving any artificial intelligence, machine learning model, or competitive product or service. Client may permit its Authorized Users to use the Services provided their use is for Client’s benefit only and remains in compliance with this Agreement. Authorized Users are and will be subject to the applicable terms and conditions of this Agreement, which may be communicated by posting to the Website or on a click-through basis to Authorized Users upon access to the Services and/or Website. During the term of the Agreement, Podium may, in Podium’s sole discretion, audit Client, and Client’s Authorized Users’, use of the Services to ensure compliance with this Agreement.
3.4. Responsibility for Authorized Users. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with this Agreement. Client will be solely responsible for authorizing and creating user IDs, passwords, and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Provided, however, Podium may, in its sole discretion, suspend any Authorized User’s access to the Services, as set forth in Section 8.2 below. Client is solely responsible for ensuring that any user IDs, passwords, and other access credentials (such as API tokens) for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, Client is solely responsible for complying, and ensuring its Authorized Users comply, with all Laws applicable to Client. Client will be solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials and must ensure that each Authorized User has a separate and distinct user account (with separate and distinct access credentials) that is not shared with any other user(s). Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions.
3.5. Use by Customers. Any person that is a client, customer, or patient of Client, or that is a potential client, customer, or patient of Client (“Customer(s)”) who accesses and/or uses the Services, including via Client’s account or website, is subject to the Acceptable Use Policy and such other terms as may be provided by Podium from time to time, which includes Podium’s right to remove or disable access to any Customer or content or resource that violates the Acceptable Use Policy.
3.6. General Restrictions. Client must not (and must not allow any third party to): (a) rent, lease, copy, transfer, sublicense, or provide access to the Podium Technology (as defined below) to a third party (except Authorized Users as specifically authorized above); (b) incorporate the Podium Technology (or any portion thereof) into, or use it with or to provide, any site, product, or service, except as otherwise expressly authorized by Podium in writing; (c) use the Podium Technology (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (d) publicly disseminate information regarding the performance of the Podium Technology (which is deemed Podium’s Confidential Information); (e) modify or create a derivative work of the Podium Technology or any portion thereof or access the services with the intent to copy or create a competitive or derivative product/service; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Podium Technology or Services, except to the extent expressly permitted by applicable Law and then only upon advance written notice to Podium; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the Podium Technology other than as specifically permitted above; (i) use the Services in violation of the Acceptable Use Policy; (j) remove or obscure any proprietary or other notices contained in the Podium Technology including in any reports or output obtained from the Podium Technology; or (k) access the Services using any automated means, including but not limited to robots, crawlers, scrapers, bots, spiders, or artificial intelligence agents, except in accordance with the Acceptable Use Policy.
3.7. Beta Releases and Free Access Subscriptions. Subject to Client’s compliance with the terms of this Agreement, Podium may provide Client with certain Services for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta”, or other early stage Services, integrations, or features (“Beta Release(s)”) for the Subscription Term set forth in the applicable Subscription Documentation (if applicable). This Section 3.7 and any relevant Additional Terms will apply to any Free Access Subscription or Beta Release (even if a Beta Release is provided for a fee or counts towards Client’s Scope of Use allocations) and supersedes any contrary provision in this Agreement. For the avoidance of doubt, Section 6 (Availability of Services; Support) will not apply to any Free Access Subscription or Beta Release; though Podium may use good faith efforts, in its discretion, to assist Client with Free Access Subscriptions or Beta Releases. Without limiting the other disclaimers and limitations in this Agreement, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SERVICE LEVEL AGREEMENT (SLA), OR INDEMNITY OBLIGATIONS OF ANY KIND. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT FREE ACCESS SUBSCRIPTIONS AND BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH PODIUM WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS AT CLIENT’S SOLE RISK. You may choose to use Free Access Subscriptions and Beta Releases at your sole discretion. Podium makes no guarantees or promises with respect to the continued availability of any Free Access Subscriptions or Beta Releases or that future versions of a Free Access Subscription or Beta Release will be released or will be available under the same commercial or other terms. Podium may discontinue Free Access Subscriptions or Beta Releases at any time, in our sole discretion, and decide not to make them generally available. Notwithstanding anything to the contrary herein, Podium may terminate Client’s right to use any Free Access Subscription or Beta Release at any time and with reasonable notice for any reason or no reason in Podium’s sole discretion, without liability.
3.8. AI Services. Podium offers certain Services that use artificial intelligence (“AI Services”). As with all Services, Client must use AI Services in compliance with these Terms, including the Acceptable Use Policy. Client acknowledges that any output, suggestions, or other content generated by the AI Services (“Output”) may contain inaccuracies, be incomplete, or be based on outdated information. Podium makes no representations or warranties regarding the accuracy, completeness, or reliability of any Output. Without limiting any other provision in this Agreement, Client is responsible for disclosing its use of AI Services to its Customers in accordance with applicable Law.
3.8.1. Client Supervision; No High Risk Activities. Client agrees to treat the AI Services as tools under its direct supervision. Client is responsible for all actions, decisions, and communications made by the AI Services on its behalf, as if they were made by Client’s own employee or agent. Client will not use the AI Services for high-risk activities, including but not limited to, the provision of medical diagnoses or advice, legal advice, or financial advice or decisions (such as investment advice, loan approvals, determining financial eligibility or creditworthiness). Where Client configures the AI Services to operate autonomously (such as booking appointments, responding to inquiries, or quoting pricing), Client’s configuration and activation of such features constitutes Client’s authorization and approval of actions taken by the AI Services within those configured parameters.
3.8.2. Pricing Output. Client acknowledges and agrees that when utilizing the AI Services to present, discuss, quote, or negotiate pricing on Client's behalf, Podium shall have no liability for any pricing errors, inaccuracies, or discrepancies that may result from such interactions. Client retains full responsibility for reviewing, approving, and confirming all pricing terms before any binding commitments are made. Client understands that the AI Services operate based on programmed parameters and may not account for all variables, market conditions, or specific business considerations that could affect appropriate pricing. By enabling the AI Services to handle pricing discussions, Client assumes all risk associated with pricing decisions and waives any claims against Podium for financial losses, missed opportunities, or other damages arising from pricing activities of the AI Services.
4. CLIENT DATA.
4.1. Rights in Client Data. As between the parties, Client retains all right, title, and interest (including any intellectual property rights) in and to any text, images, or other content and data that Client selects or submits for use or incorporation with the Services (including without limitation, Client trademarks, trade names, service marks, and logos, chat and message logs, Customer Data, PHI, or any Third-Party Content) (“Client Data”). To the extent Client is a Covered Entity or a Business Associate, as those terms are defined in HIPAA, "Client Data" also includes PHI. “Customer Data” means data related to the identity, characteristics, and activities of Customers, collected or submitted to the Services by Client or captured by the Services. “Third-Party Content” means content, data, or other materials that Client provides to the Podium Services from its third-party data providers, including through Third-Party Services (as defined below) used by Client. Client hereby grants Podium a non-exclusive, worldwide, royalty-free, transferable right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Client Data as necessary to provide the Services and related services to Client and as otherwise provided herein and in Podium's Privacy Policy (the "Privacy Policy"), and hereby instructs Podium to do the same. Client further instructs Podium to use and disclose Customer Data as necessary to provide the Services consistent with this Agreement and as otherwise set forth in the Privacy Policy.
4.2. Aggregate/Anonymous Data. Client agrees that Podium will have the right to generate usage data from Client’s use of the Services and may aggregate anonymized Client Data (“Aggregate/Anonymous Data”). Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is Podium Technology, which Podium may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Podium’s products and services and to create and distribute reports and other materials). Podium will not distribute Aggregate/Anonymous Data in a manner that personally identifies Client or its Customers, or that would otherwise violate applicable Laws. If Client and Podium have entered into a BAA, Podium will use the Aggregate/Anonymous Data only in conformity with the terms of such agreement.
4.3. Monitoring. Client understands and agrees that Podium may monitor and analyze Client Data or Customer Data (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Website or Services; to improve Client’s experience using the Website or Services; to customize and communicate informational or product offerings and promotions to Client; to ensure compliance with the Acceptable Use Policy (including taking corrective action permitted therein); and/or to make the Website or Services more helpful or useful to Client and other users. This may include use of technologies (such as session replay services, transcription services, cookie, pixel, or other tracking technologies) that maintain records of browsing sessions and other activities on the Website and Services. Client also understands that any third-party platform(s) or Third-Party Service(s) Client elects to use or access in conjunction with the Services may also monitor and analyze the Client Data and/or Customer Data Client uses or accesses in connection with such third-party platforms, to customize and communicate information or product offerings and promotions to Client; to ensure compliance with applicable terms of use; and to make such third-party platform(s) more helpful or useful to Client and other users.
4.4. Security. Podium agrees to maintain physical, technical, and organizational measures designed, in its discretion, to secure its systems from unauthorized access, use, or disclosure. If Client is a Covered Entity or Business Associate, as defined in HIPAA, Podium and Client agree to the terms of Podium’s BAA (currently available at https://legal.podium.com/#baa), which may be amended from time to time, and to secure and utilize PHI in accordance with the BAA. Podium takes no responsibility and assumes no liability for any Client Data other than its express security obligations in this Section 4.4.
4.5. Privacy and Data Processing. The Privacy Policy describes how we handle the information you provide to us or we otherwise collect when you and your Customers use the Services. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including, as applicable, the transfer of this information to the United States and other countries for storage, processing, and use by Podium and its affiliates. Additionally, to the extent applicable, the parties agree that Podium’s Data Processing Addendum (“Data Processing Addendum” or “DPA”) (currently available at https://legal.podium.com/#dpa), governs in the event Podium Processes any Covered Data as Client’s Processor (as defined in the DPA) in connection with this Agreement, and Podium’s obligations with respect to Client Data are limited to those explicitly stated in this Agreement and the DPA. Client is solely responsible for the accuracy, quality, integrity, and legality of all Client Data.
4.6. Franchisor/Licensor Access. If Client is a franchisee or licensee, Client hereby authorizes Podium to provide Client’s franchisor or licensor with access to Client Data; provided that the franchisor or licensor has a contractual right to access Client Data pursuant to an agreement between Client and the franchisor or licensor (a “Franchise/License Agreement”). If Client requests that Podium share Client Data with Client’s franchisor or licensor, or Client’s franchisor or licensor requests access to Client Data, Client agrees to provide to Podium a fully executed copy of its Franchise/License Agreement demonstrating the franchisor’s or licensor’s right to access Client Data.
4.7. Importing Client Data. If Client transmits any data to Podium, Client acknowledges that data transfers involve inherent risks, including the possibility of human and machine errors, omissions, data loss, and media damage. Podium will not be liable for any such errors, omissions, losses or damages.
5. CLIENT OBLIGATIONS.
5.1. Warranty. Client warrants and represents that it will use the Services in full compliance with all Laws and terms of this Agreement, including the Acceptable Use Policy, and that it will not use the Services in a manner that would cause Podium to violate any obligation with respect to any such Laws. Client also warrants and represents that: (a) Client has sole ownership of any Client Data it provides to Podium, or otherwise has legal rights to provide such Client Data, and Client Data will not violate third-party rights, including intellectual property, privacy, and publicity rights; (b) Podium’s possession and/or use of the Client Data on Client’s behalf in connection with the Services, as contemplated hereunder, will not violate any contract, statute, regulation, or other third-party rights; (c) any Client Data Client and/or Client’s authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, and will only concern Client or the goods and/or services that Client provides; (d) Client is authorized to provide Podium with any Customer, Client, or Authorized User information it provides in connection with the Services, including any personally identifying information; and (e) Client and/or Client’s Authorized User(s) will only use the Services for interaction with actual Customers. If Client receives any take-down requests or infringement notices related to Client Data or its use of Third-Party Services, it will promptly stop using these items with the Services and notify Podium immediately. Additionally, if an integration is included in the Services Client orders, Client grants Podium the right to access Client’s Data and, if applicable, Client’s CRM system directly or through a third-party service for the purposes of fulfilling Podium’s obligations under this Agreement, and Client warrants that Client is not restricted by law or applicable agreement from granting Podium such right.
5.2. Customer Consent; Intended Use of the Services. Client understands and agrees that the Services are intended to allow Client to communicate electronically only with Client’s own current Customers who have consented to the receipt of such communications and are provided with all necessary notices in accordance with applicable Laws. Without limiting the foregoing, some AI Services may include automatic speech recognition technology, speech-to-text or text-to-speech capabilities, or natural language understanding and involve the monitoring or capture of real-time transcription of Customer communications by Podium that requires informed consent from Customers in accordance with applicable Laws. Accordingly, Client will for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to and during use of the Services; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use the Services in compliance with all Laws, the terms of this Agreement (including the Acceptable Use Policy) and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client also understands and agrees that the Services are intended primarily to be used for transactional and/or informational communications. If Client uses the Services to make or send any written electronic communication (including but not limited text messages) that includes advertisements, marketing, telemarketing, or promotional messaging, as such are defined in applicable Laws (hereinafter, collectively “Marketing”), Client must, in each instance, clearly designate such message(s) as “Marketing” within the Service prior to sending. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated this Section 5.
6. AVAILABILITY OF SERVICES; SUPPORT.
6.1. Availability. Subject to the terms of this Agreement and any scheduled maintenance and unavailability caused by: (a) actions or omissions of Client; (b) failures, errors, or defects in the facilities, hardware, software, or network of Client; or (c) circumstances that constitute a force majeure event or that are beyond Podium’s reasonable control, the Services will be available for access via the Website 99.0% of the time during of the applicable Subscription Term. Client’s sole remedy and Podium’s sole liability for failure to meet the aforementioned availability will be support in accordance with Section 6.2.
6.2. Support. If you are current with payment of applicable Fees, Podium will provide you with standard technical support for the Service, which may include web-based support resources through the Website. Such support will be provided in accordance with Podium’s then-current support policies, if any, as may be published or updated from time to time. Additional support services may be available to Client subject to payment of applicable fees (if any), as specified in any applicable Subscription Documentation. Any support services are subject to this Agreement. Podium may also provide onboarding, deployment, and other services under this Agreement, including via Third-Party Services or subcontractors. If applicable, the scope, pricing, and other terms for these additional services will be set forth in the applicable Subscription Documentation or Additional Terms. Podium’s ability to deliver the Services depend on Client’s reasonable and timely cooperation and the accuracy and completeness of any information from Client needed to deliver the Services. Except as otherwise expressly stated in this Agreement or any applicable Subscription Documentation, Client is primarily responsible for its own account setup and onboarding. Please note that while Podium can help explain how the Services work, Podium cannot provide legal, financial, or other professional advice. Client must consult the services of a competent professional should Client need this type of assistance. Where the Services include migration of Client’s data into Podium’s platform, Client is responsible for obtaining and delivering all data to be migrated in a usable format and for confirming its completeness and accuracy prior to delivery. Podium will load Client-provided data in the form and organization in which it is delivered and is not responsible for the retrieval, completeness, accuracy, or organization of Client’s data from any prior system. Any migration work outside Podium’s standard supported scope is subject to additional fees as set forth in the applicable Subscription Documentation.
7. FEES AND PAYMENT.
7.1. Fees. Unless otherwise specified on Client's Subscription Documentation, the Services are provided on an ongoing, per license subscription-basis, including automatically recurring payments for periodic charges, according to the terms and conditions of the Subscription Documentation (“Subscription”). Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle (“Subscription Fees”), any one-time fees for setup implementation, onboarding, professional services, or similar services (“One-Time Fees”), any fees calculated based on Client’s consumption of the Services (“Usage Fees”), any Overage Fees as set forth in Section 7.6, and any other additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Additional Terms (collectively, the “Fees”). Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
7.2. Payment of Fees. Unless otherwise specified in the applicable Subscription Documentation, the following default payment terms apply to all Fees, and all references to currency set forth herein will mean U.S. dollars, with all payments hereunder to be made in U.S. dollars: (a) Subscription Fees will be paid annually in advance; (b) One-Time Fees are due and payable as invoiced and are not subject to the auto-renewal or recurring billing provisions of this Agreement; (c) Usage Fees will be invoiced monthly in arrears based on Client’s usage during the applicable billing period, and Podium’s usage records and systems of measurement will be the authoritative basis for calculating Usage Fees; and (d) Overage Fees will be charged in arrears as set forth in Section 7.6. Client may dispute Usage Fees or Overage Fees within thirty (30) days of invoice by providing written notice to Podium detailing the basis for the dispute. For any single payment or aggregate annual Subscription Fees exceeding Two Hundred Thousand Dollars ($200,000.00), Client must pay by wire transfer or ACH; credit card payments are not permitted for amounts exceeding this threshold. All Fees are non-refundable and non-creditable, except as expressly set forth in Sections 2.3 (Modification of the Services) and 8.3 (Termination for Cause). If the payment method selected on Client's Subscription Documentation is credit card, ACH, or direct debit, Client acknowledges and authorizes Podium to charge Subscription Fees, Usage Fees, Overage Fees, and other applicable amounts (such as taxes or Industry Fees) automatically, on an auto-renew basis on your Subscription Start Date (as defined below) for each subsequent Subscription Term. For the avoidance of doubt, all additional Subscription Fees for additional Services accessed by Client will be billed when the Service is first accessed by Client and automatically, on an auto-renew basis on Client’s existing Subscription Start Date. Podium may from time to time provide notice to Client regarding any Renewal Term(s) and the auto-renew processes. The Subscription will continue unless and until you or Podium terminate your Subscription in accordance with Section 8. You must cancel your Subscription before it renews in order to avoid billing the next periodic Subscription Fees to your account. If Client pays by credit card, then Client is responsible for both (a) enabling auto-recharge on Client's account and (b) ensuring that the account has a sufficient positive balance to cover all Fees when due. Should Podium be unable to process/receive the Fees when due and owing, payment will be considered overdue. Podium will have the right to charge interest on all overdue amounts equal to the maximum amounts allowed by applicable Law. Additionally, after payment becomes overdue, Podium will have the right to immediately suspend Client’s access to the Services and/or seek to enforce Client’s payment obligations, including through the use of third-party services. If Podium sends Client’s account for collection and/or initiates legal action to collect overdue amounts, Podium may seek to recover all costs and expenses of such action, including reasonable legal or attorney's fees, court costs, and expenses.
7.3. Taxes and Other Governmental or Regulatory Fees. Podium’s Fees are exclusive of all taxes, regulatory fees, or levies and Client must pay any applicable taxes, regulatory fees, or levies (which for clients located in Australia, includes any applicable goods and services taxes as set out in a New Tax System (Goods and Services Tax) Act 1999 (Cth)), whether domestic or foreign, other than taxes based on the income of Podium. Client will make tax and regulatory fee payments to Podium to the extent amounts are included on Podium’s invoices. For cross-border sales into Canada or Australia, Podium requires Client to provide a valid tax registration number (e.g., Canadian GST/HST Number, Australian Business Number / ABN) confirming Client's status as a registered business entity prior to contract execution or invoice generation.
7.4. Industry Fees and Surcharges. Your use of the Services may also be subject to certain industry-related fees or surcharges (such as fees imposed by telecommunications carriers or other over the top communications providers (for example, 10-digit long code (10DLC)-related fees)) (collectively, “Industry Fees”). Industry Fees may also include cost recovery fees representing a reasonable recovery of the charges, fees, and administrative expenses imposed on Podium and associated with the provision of the Services to you and your use of the Services. Podium’s Fees are exclusive of any such Industry Fees, and you will be required to pay any such Industry Fees related to your use of the Services. Where required by law, or at our own election, Podium will reflect such Industry Fees as a separate line on your invoice. Industry Fees may change at any time.
7.5. Fee Increase. Podium reserves the right to determine the applicable Fees for any Service(s). While Podium will make reasonable efforts to keep the information relating to Fees published on its Website up to date, you should check the Website periodically for information about current Fees. If any Fees (other than taxes, Industry Fees, or governmental/regulatory fees, which may change at any time) are specified on your Subscription Documentation, Podium may increase Fees applicable to you upon forty-five (45) days’ prior written notice, effective on the start date of your subsequent Subscription Term (if Client has not elected to opt out of the automatic renewal or renegotiate the Fees). With respect to Usage Fees, Podium may update its published usage rates at any time upon thirty (30) days’ prior written notice to Client. Updated usage rates will apply to all usage occurring on or after the effective date specified in the notice, regardless of Client’s current Subscription Term. Additionally, notwithstanding the foregoing, Podium may adjust the Payments Services Fees as set forth in the Payments Service Terms. Podium may also, from time to time and in its sole discretion, make promotional offers or different Fees available to its clients or other users. Such promotional offers will not apply to you or this Agreement unless specified in writing in your Subscription Documentation. Your continued use of the Services after a Fee increase will constitute your agreement and acceptance to any increase in Fees.
7.6. Usage Overages and Overage Fees. Use of the Services exceeding the applicable Scope of Use during any billing period constitutes "Overage Usage" and may result in automatic overage charges at Podium's then-current standard rates, unless otherwise specified in your Subscription Documentation (“Overage Fee(s)”). Overage Fees are calculated based on your usage data, automatically charged in arrears in the month following the Overage Usage, and due within thirty (30) days of invoice date, unless otherwise specified on your Subscription Documentation. If you have authorized automatic payments for your Fees, Overage Fees will be automatically charged to your designated payment method along with your regular Fees. Client may dispute Overage Fees within thirty (30) days of invoice by providing written notice to Podium detailing the basis for the dispute.
8. TERM AND TERMINATION.
8.1. Term. This Agreement is effective until the applicable Subscription Term for the Services has expired or the Subscription is terminated as expressly permitted herein. Unless otherwise stated in Client’s Subscription Documentation, the initial term for any Subscription to the Services is twelve (12) months and will automatically renew for subsequent periods of equal duration (the “Subscription Term”), unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. Client may give notice of non-renewal by sending an email to support@podium.com. If no Subscription start date is specified on the applicable Subscription Documentation, the Subscription starts when Client first obtains access to the Services (“Subscription Start Date”). By agreeing to any Subscription Documentation, Client is agreeing to pay applicable fees for the entire Subscription Term. Client cannot cancel or terminate a Subscription Term except as expressly permitted by this Section 8.1 (Term) or Section 8.3 (Termination for Cause). Unless Client’s Subscription Documentation expressly states otherwise, any additional Services purchased during Client’s Subscription Term will be coterminous with Client’s most recent Podium platform Subscription Term.
8.2. Suspension of Services. Podium may suspend Client’s (or any Authorized User’s, as applicable) access to the Services if: (a) Client’s account is overdue (including any unpaid Fees, including Overage Fees, Usage Fees, and One-Time Fees, if applicable), or (b) Client has exceeded its Scope of Use limits and has not paid any applicable Overage Fees. Podium may also suspend Client’s (or any Authorized User’s, as applicable) access to the Services, remove Client Data, or disable Third-Party Services if it determines that: (i) Client has breached Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations); (ii) Client has violated the Acceptable Use Policy, including the reasonable use policies; or (iii) suspension is necessary to prevent harm or liability to other clients of Podium or third parties or to preserve the security, stability, availability, or integrity of the Services. Podium will have no liability for taking action as permitted above. For avoidance of doubt, Client will remain responsible for payment of Fees during any suspension period. Unless this Agreement has been terminated, Podium will cooperate with Client to restore access to the Services once it verifies that Client has resolved the condition requiring suspension.
8.3. Termination for Cause. Either party may terminate this Agreement, including any related Subscription Documentation, if the other party: (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; or (b) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter) (or in the case of clients located in Australia, such party has a liquidator appointed or otherwise ceases to carry on business). If Client terminates during the Subscription Term for any reason other than the foregoing, Client will be responsible for the Fees due for the entire Subscription Term. Podium may also terminate this Agreement or any related Subscription Documentation immediately if Client breaches Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations), for repeated violations of other Sections of this Agreement, or if applicable, a breach of the parties’ BAA and Client will be responsible for the Fees due for the entire Subscription Term, as set forth in Section 8.4.
8.3.1. Dissolution or Cessation of Business. Podium may, in its sole discretion, terminate this Agreement if Client: (a) files articles of dissolution or cancellation with its jurisdiction of formation; (b) has its existence terminated or revoked by its jurisdiction of formation; (c) makes a general assignment for the benefit of creditors; or (d) sells all or substantially all of its assets other than in a permitted assignment under Section 16.1. Client must deliver to Podium a certified copy of the applicable filing, certificate, court order, or assignment instrument issued by the relevant governmental authority. Client’s assertion of dissolution alone is not grounds for termination, and Client remains responsible for all Fees due for the remainder of the Subscription Term regardless of any dissolution or cessation event. A change in ownership, management, or branding, a reduction in workforce, locations, or scope of operations, Client’s decision to stop using the Services, or Client’s formation of a new entity to continue substantially similar operations does not constitute dissolution or cessation under this subsection. Any request by Client for termination under this subsection is subject to approval in Podium’s sole discretion.
8.4. Effect of Termination. Upon any expiration or termination of this Agreement or any Subscription Documentation: (a) Client’s license rights will terminate and it must immediately cease use of the Services (including any related Podium Technology) and delete (or, at Podium’s request, return) any and all copies of any Podium documentation, scripts, passwords or access codes, and any other Podium Confidential Information in Client’s possession, custody, or control; and (b) Client’s right to access any Client Data in the applicable Services will cease, and Podium’s obligations with respect to Client Data following termination will be as set forth in Section 8.4.1 below. If Podium terminates this Agreement for cause as provided in Section 8.3 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Client. Upon any expiration or termination of this Agreement: (i) all accrued and unpaid Fees (including Subscription Fees, Usage Fees, Overage Fees, and One-Time Fees) through the effective date of termination will become immediately due and payable; (ii) One-Time Fees paid prior to termination are fully earned and non-refundable; and (iii) Usage Fees and Overage Fees will be calculated through the effective date of termination and invoiced in accordance with Sections 7.2 and 7.6. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
8.4.1. Client Data Export and Deletion. If Client is current with payment of all applicable Fees, Client may export Client Data from its account at any time during the Subscription Term using standard features Podium makes available within the platform. Following expiration or termination, Client’s ability to access Client Data through its account will no longer be available. However, upon written request within thirty (30) days following expiration or termination (the “Export Period”), and provided Client has paid all outstanding Fees, an export of Client Data may be available as a professional services engagement, subject to Podium’s then-current Fees. Podium makes no warranty regarding the integrity, completeness, or timeliness of exported data. After the Export Period, Podium may delete all Client Data in its possession, except to the extent prohibited by applicable Law or a BAA, and will not be required to remove Client Data from backup systems until such backups are deleted in the ordinary course, provided Podium continues to protect such data in accordance with Section 4.4 until deletion.
8.5. Survival. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions); 3 (Use Rights; Restrictions); 4 (Client Data); 7 (Fees and Payment); 8 (Term and Termination); 9 (Confidential Information); 10 (Podium Technology); 11 (Third-Party Services); 12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); 15 (Dispute Resolution); and 16 (General).
9. CONFIDENTIAL INFORMATION.
9.1. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, subcontractors, or Authorized Users having a legitimate need to know (which, for Podium, includes the subcontractors referenced in Section 16.6), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 9 and these recipients are bound to confidentiality obligations no less protective than this Section.
9.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law, subpoenas, or court orders, provided it uses commercially reasonable efforts to notify the other party (where permitted to do so) and cooperates in any effort by the other party to obtain confidential treatment for the information.
9.3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
10. PODIUM TECHNOLOGY.
10.1. Ownership and Updates. By accepting this Agreement, Client acknowledges that it is obtaining only a limited right to use the Services and irrespective of any use of the words “purchase”, “sale”, or similar terms, no ownership rights are transferred to Client under this Agreement and, except as expressly permitted by such limited right, Client may not make any use of Podium Technology. Client agrees that Podium (or its suppliers) exclusively retains all rights, title, and interest (including all intellectual property rights) in and to all Services, products, any and all related documentation, software, technology, code, know-how, logos, trademarks, service marks, and templates (including in any reports or output obtained from the Services), anything delivered as part of support, materials or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Suggestions (as defined below) provided by Podium (collectively, "Podium Technology") (which is deemed Podium’s Confidential Information) and reserves any licenses not specifically granted herein. Furthermore, Podium exclusively owns and reserves all right, title, and interest in and to Podium’s Confidential Information and any data, in anonymized or aggregated form that does not identify you, any end users, or any natural person, generated or derived from the use or operation of the Services, including volumes, frequencies, bounce rates, and performance results for the Services. The Services are offered as an online, hosted product. Accordingly, Client acknowledges and agrees that it has no right to obtain a copy of the software behind any Services and that Podium at its option may make updates, bug fixes, modifications, or improvements to the Services from time to time.
10.2. Suggestions. If Client elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, “Suggestions”), Client hereby grants Podium a worldwide, exclusive, perpetual, non-revocable, sublicensable, royalty-free right, and license to use, copy, disclose, license, distribute, and exploit any such Suggestions in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Suggestions or otherwise.
11. THIRD-PARTY SERVICES.
Podium may, from time to time, contract with a third party, including Service Partners and/or Subcontractors, as defined in Section 16.6 below, to facilitate certain features of the Services. Podium may also allow or facilitate Client to make arrangements with other third-party platforms or providers that offer products or services, such as applications, integrations, add-ons, software, code, online services, systems, and other products that are not Podium Technology, in connection with, but which are not included in, the Services as defined in this Agreement (“Third-Party Service(s)”). If Client elects to use any Third-Party Service(s) in connection with the Services, such Third-Party Service(s) may make Third-Party Content available to Client and may access Client’s instance of the Services, including Client Data. Client agrees and acknowledges that use of such Third-Party Service(s) may require Client to enter into separate terms and conditions with such third-party. Unless Podium expressly agrees otherwise in a signed writing, Podium (a) is not a party to any such terms; (b) will not be liable thereunder; (c) does not warrant or support Third-Party Services or Third-Party Content; and (d) disclaims all responsibility and liability for Third-Party Services and their access to the Services, including their modification, deletion, disclosure, or collection of Client Data. Podium is not responsible in any way for Client Data once it is transmitted, copied, or removed from the Services. Unless Podium expressly states otherwise in signed writing, Third-Party Services are not “subcontractors'' under this Agreement, and Podium disclaims all responsibility and liability for the actions or omissions of any Third-Party Services, including but not limited to Developers.
12. INDEMNIFICATION.
12.1. Indemnification by Client. Client will indemnify and hold harmless Podium and its officers, directors, employees, consultants, contractors, sub-contractors, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) your unauthorized use of, or misuse of, the Services, including but not limited to the Podium Marketplace and Podium API, as applicable; (b) your violation of, or any claim that you have violated, any applicable Law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party (including but not limited to your Customers, any Developers, and any Third-Party Services); (d) any demand, dispute, or issue (including without limitation fee disputes) between you and any Payment Service Provider(s) (as defined in the applicable Additional Terms); (e) any Client Data; (f) Podium’s use, as contemplated in this Agreement, of any information provided to Podium by you or your Customers; (g) breach or alleged breach of this Agreement, including Client’s warranties and obligations; (h) your reliance or implementation of any Output generated by the AI Services; or (i) if applicable, any breach or alleged breach of Client’s obligations contained in the BAA. Client also agrees to defend the Podium Entities against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event Podium assumes exclusive defense of such claims, Client agrees to cooperate with our defense of any such claims. Client may not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12.2. Indemnification by Podium. Podium will indemnify and hold Client harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to (a) Podium’s gross negligence or willful misconduct; or (b) Podium’s infringement, misappropriation, or violation of a third party’s intellectual property rights. Podium also agrees to defend Client against these claims at Client’s request, but Client may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. Podium must not settle any claim without Client’s prior written consent if the settlement does not fully release Client from liability or would require Client to admit fault, pay any amounts, or take or refrain from taking any action.
12.3. Exclusions to Podium’s Indemnification. Podium will not be required to indemnify Client under Section 12.2(b) above, to the extent that the infringement, misappropriation, or violation of a third party’s intellectual property rights arises from: (a) modification of the Services by Client, its Authorized Users, Developers, Third-Party Services, affiliates, employees, or contractors in conflict with Client’s obligations or as a result of any prohibited activity under this Agreement, (b) use of the Services in a manner inconsistent with this Agreement, the Acceptable Use Policy, the Additional Terms, the Subscription Documentation, or any other agreement related to this Agreement, or (c) use of the Services in combination with any other application, product, or service not provided by Podium if such claim would not have occurred without such combination. In the event Client is unable to use a portion of the Services due to an allegation arising under 12.2(b), Podium may, at its option, procure the right for Client to continue to use such Service, or replace or modify such Service so that it becomes non-infringing. If neither option is available, Podium may terminate this Agreement or the applicable Subscription Documentation and refund all paid and unused Fees. This section details Client’s sole and exclusive remedy with respect to any claim related to intellectual property infringement.
13. DISCLAIMERS.
13.1. EXCEPT AS PROVIDED EXPRESSLY HEREIN, ALL PODIUM TECHNOLOGY AND RELATED SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH THE PODIUM TECHNOLOGY ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM TECHNOLOGY WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM TECHNOLOGY WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, AND PODIUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY SERVICES, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON PODIUM TECHNOLOGY OR PODIUM’S RELATED SERVICES (INCLUDING CHANGES TO CLIENT PROPERTIES). THE DISCLAIMERS IN THIS SECTION 13 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
13.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS CLIENT(S) DO NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
13.3. For Clients Located in Australia Only. Neither this Section 13 (Disclaimers) nor Section 14 (Limitations of Liability) below excludes, restricts, or modifies the application of any provision of the Australian Consumer Law (ACL) (whether applicable as a law of the Commonwealth, or any state or territory of Australia), the exercise of any right to remedy conferred by the ACL, or the liability of Podium for a failure to comply with any applicable consumer guarantees where to do so would contravene the ACL or cause any part of these sections to be void. Additionally, Section 13.2 above does not apply to the extent Client is entitled to a right to rely under applicable Law.
14. LIMITATIONS OF LIABILITY.
14.1. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL PODIUM OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PODIUM’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CLIENT TO PODIUM FOR THE APPLICABLE SERVICE(S) OR RELATED SERVICE(S) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, PODIUM’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 14 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 14 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY PODIUM TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14.2. FOR CLIENTS LOCATED IN AUSTRALIA ONLY. TO THE EXTENT THAT LIABILITY CANNOT BE EXCLUDED UNDER THIS SECTION 14, AND WHERE THE ACL APPLIES, PODIUM’S LIABILITY IS LIMITED AT THE OPTION OF PODIUM TO (A) IN THE CASE OF ANY PRODUCT, ANY ONE OR MORE OF THE FOLLOWING (i) THE REPLACEMENT OF THE PRODUCT OR THE SUPPLY OF EQUIVALENT PRODUCT, (ii) THE REPAIR OF THE PRODUCT, (iii) THE PAYMENT OF THE COST OF REPLACING THE PRODUCT OR OF ACQUIRING EQUIVALENT PRODUCT, OR (iv) THE PAYMENT OF THE COST OF HAVING THE PRODUCT REQUIRED, IF APPLICABLE; AND (B) IN THE CASE OF ANY PODIUM TECHNOLOGY OR SERVICES OR RELATED SERVICES PERFORMED BY PODIUM: (i) THE SUPPLY OF THOSE SERVICES AGAIN, OR (ii) THE PAYMENT OF THE COST OF HAVING THOSE SERVICES APPLIED AGAIN.
15. DISPUTE RESOLUTION.
If a dispute arises between the parties related to this Agreement or the Services provided therefrom, and the dispute cannot be settled through informal negotiations, the parties agree to resolve their dispute (referred to herein as “Claim(s)”) as follows:
15.1. Mediation. The parties agree to participate in mediation to settle their Claims in accordance with the rules and procedures found in Utah Code § 78B-10-101 et seq. (Utah Uniform Mediation Act and referred to as “UUMA”) (or for clients located in Australia, the rules and procedures found in the Institute of Arbitrators and Mediators Australia Mediation Rules (“Rules”)) and this Agreement before a party can file a judicial action, whether in a court of law, an administrative body, government agency, or otherwise. If there are any conflicting provisions between UUMA (or for clients located in Australia, the Rules) and this Agreement, the provisions in this Agreement will govern.
15.1.1. Notice. Mediation must be conducted within sixty (60) days from a party receiving written notice of Claims from a complaining party. The notice must contain a detailed description of the nature of the Claims and the requested relief sought.
15.1.2. Mediator Selection and Mediator Fees. A neutral mediator will be selected as mutually agreed upon by the parties. The mediator’s fees and costs will be paid to the mediator at the end of mediation, with both parties equally sharing the mediation costs and paying their own legal fees and costs.
15.1.3. Location. Mediation will occur in Salt Lake City, Utah, unless you are located in Australia, in which case mediation will occur remotely or in Melbourne, Victoria, Australia.
15.2. Judicial Action. If the parties are unable to resolve the Claim pursuant to the mandatory mediation referenced above (or if one of the parties refuses to participate in the mandatory mediation or fails to respond to a complaining party’s request for mediation), the parties may subsequently file a judicial action. Any such judicial action shall be conducted on an individual basis only, without a jury, in accordance with Section 15.4 below.
15.3. Disputes Not Subject to the Mediation Process. The following claims or actions are not subject to the mandatory mediation provisions of this Section 15:
15.3.1. A request for an order of injunctive relief and any related incidental damages;
15.3.2. A request for an order to prevent the disclosure of or misuse of Confidential Information or trade secrets; and/or
15.3.3. Enforcement of Client’s payment obligations as set forth under Section 7.
15.4. Class and Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT ANY CLAIMS ARISING UNDER THIS AGREEMENT, WHETHER IN MEDIATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. EACH PARTY ALSO HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT THESE WAIVERS ARE MADE KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY. Client may opt out of the class action waiver by sending written notice to legal@podium.com within thirty (30) days of first accepting this Agreement. The opt-out notice must include Client's name, address, and a clear statement that Client wishes to opt out of the class action waiver. If Client opts out, the class waiver set forth in this Section 15.4 will not apply to Client, but all other provisions of this Agreement remain in full force and effect.
15.5. Limitation on Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM ARISING UNDER OR RELATED TO THIS AGREEMENT MUST BE COMMENCED WITHIN TWELVE (12) MONTHS AFTER THE PARTY ASSERTING THE CLAIM FIRST KNEW, OR REASONABLY SHOULD HAVE KNOWN, OF THE EVENT GIVING RISE TO THE CLAIM. ANY CLAIM NOT COMMENCED WITHIN SUCH PERIOD IS PERMANENTLY BARRED. THIS PERIOD IS TOLLED FROM THE DATE A PARTY DELIVERS A WRITTEN MEDIATION DEMAND UNDER SECTION 15 UNTIL THIRTY (30) DAYS AFTER MEDIATION CONCLUDES OR TERMINATES. THIS SECTION DOES NOT APPLY TO FRAUD, WILLFUL MISCONDUCT, OR CLIENT'S PAYMENT OBLIGATIONS. FOR CLIENTS LOCATED IN AUSTRALIA, THIS SECTION DOES NOT APPLY TO THE EXTENT IT WOULD EXCLUDE, RESTRICT, OR MODIFY ANY NON-EXCLUDABLE RIGHT OR REMEDY UNDER THE AUSTRALIAN CONSUMER LAW.
16. GENERAL.
16.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign or purport to assign any of its rights or obligations under this Agreement without the advance written consent of the other party (which must not be unreasonably withheld), except that Podium may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.
16.2. Notices. Any notice or communication to Podium under this Agreement must be in writing. Client must send any notices under this Agreement (including breach notices) to Podium Headquarters (include “Attn. Legal Department” in the subject line) and by email to legal@podium.com. Podium may send notices to the e-mail addresses on Client’s account or, at Podium’s option, to Client’s last-known postal address. Podium may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of such notice on Podium’s Website or the Services. Podium may provide usage notifications and Overage Fee notices through the Services dashboard, email, or other electronic means as specified in Section 7.6. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Podium is not responsible for any automatic filtering Client or its network provider may apply to email notifications.
16.3. Publicity. Unless otherwise specified in the applicable Subscription Documentation, Podium may use Client’s name, logo, and marks to identify Client as a Podium Client on Podium’s website and other marketing materials.
16.4. Podium Communication with Client. You agree that Podium may send you emails and text messages, including transactional, operational, and marketing messages, possibly using automated technology, to the email or phone number you provide to Podium. Message and/or data rates may apply to such messages, and you may opt out at any time. You will keep your contact information up to date and will notify Podium immediately in the event that your contact information changes.
16.5. Referral Programs. Podium may, from time to time, and in its sole discretion, offer referral programs or opportunities to certain Podium clients or users. Such programs or opportunities may include incentives for such clients or users to promote Podium and/or its Services to their family or friends. Participation in such programs or opportunities is completely voluntary and is subject to this Agreement and the Podium Referral Program Terms (“Referral Program Terms”). Podium may modify, discontinue, or terminate any referral program or similar opportunity at any time, without notice.
16.6. Subcontractors; Service Partners.
16.6.1. Podium may use certain third parties to support the delivery of Services under this Agreement, as follows:
Service Partners: third parties, as defined in Podium’s DPA, who are engaged primarily to support Podium’s technology, infrastructure, and data processing obligations; and
Subcontractors: third party personnel Podium engages directly to perform discrete tasks or functions related to the Services, but who are not Service Partners as defined above. For avoidance of doubt, “Subcontractors” does not include individuals or entities performing work on behalf of Client or acting as Client’s agents or representatives.
16.6.2. For clarity, Third-Party Services are defined in Section 11 and are not considered Podium’s Subcontractors or Service Partners.
16.6.3. Except as otherwise set forth in the DPA, Podium will not be required to obtain Client’s consent or provide notice of such use of Service Partners or Subcontractors. Podium remains responsible for the performance of its obligations under this Agreement, regardless of any subcontracting or delegation.
16.7. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
16.8. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
16.9. Amendments; Waivers. Podium may update or modify these Terms (including the Additional Terms and any referenced policies and other documents) from time to time by giving reasonable notice and posting a revised version on the Website or Services or by notification via the email associated with your account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Subscription Term. Immaterial modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, will constitute acceptance of the updated Terms. If Client does not agree to the updated Terms, Client will no longer have the right to use the Services, except where applicable Law requires different treatment. Except as otherwise described in this Section 16.9, any modification, supplementation, replacement, novation or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights or delay in exercising any right under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
16.10. Headings. The headings used in this Agreement are for ease of reference only. They are not intended as a complete restatement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.
16.11. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.
16.12. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Client acknowledges that each Subscription only permits use by and for the legal entity or entities identified in the Subscription Documentation and not any affiliates. Furthermore, Client’s affiliates are not permitted to use the Services under these Terms unless an affiliate agrees to these Terms individually and creates its own account.
16.13. Attorneys’ Fees and Costs. In any action by Podium to (a) collect unpaid fees or amounts owing under this Agreement, (b) enforce its intellectual property rights, or (c) enforce Client's compliance with the use restrictions or acceptable use policies set forth in this Agreement, Podium, if it is the substantially prevailing party, will be entitled to recover its reasonable attorneys' fees and costs incurred in connection with such action.
16.14. Entire Agreement. This Agreement, including these Terms and any applicable Subscription Documentation, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Podium Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. Any terms provided by Client (including as part of any purchase order or other business form used by Client) are for administrative purposes only and have no legal effect.
16.15. Counterparts; Electronic Transmission. This Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery will be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.
16.16. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts. The parties acknowledge that the jury trial waiver and class action waiver provisions in Section 15.4 are material terms of this Agreement and were specifically bargained for by the parties.
16.16.1. Australia Clients. If you are a Podium client located in Australia, this Agreement is governed by the laws of Victoria, Australia. To the extent permitted by law, the courts of Victoria, Australia, will be the exclusive jurisdiction for disputes arising out of or in connection with this Agreement.
16.17. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
16.18. Notice Regarding Apple. This Section 16.18 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Podium only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (a) product liability claims; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Effective: October 1, 2026
Effective June 17th 2025 to October 1st 2026
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Table of Contents
Podium Terms of Service
Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (individually and collectively, the “Website”), is owned and operated by Podium Corporation, Inc. (“Podium,” “we,” “us,” or “our”). By using, installing, or accessing the Website or Services (as defined below), by signing or clicking to accept these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to be bound by the following terms and conditions (together, these “Terms”, or this “Agreement”).
If you are using a Podium Service on behalf of a company, organization, or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee, agent, or other authorized representative with all necessary authority to bind that entity to this Agreement.
This Agreement includes and hereby incorporates by reference any Subscription Documentation executed between you and Podium, as well as any policies or exhibits linked to or referenced herein. If you have entered into a separate written agreement with Podium concerning specific Services, the terms of such agreement control if there is any conflict between the terms of such agreement and these Terms. Please note that we may modify this Agreement as described in Section 16.10 below.
1. DEFINITIONS.
1.1. “Business Associate Agreement” (hereinafter “BAA”) means a written agreement between a Covered Entity and a Business Associate (as those terms are defined under HIPAA) containing the elements specified at 45 CFR 164.504(e).
1.2. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
1.3. “HIPAA” means the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160 and 162, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160, all as may be amended from time to time.
1.4. "Law(s)” means all applicable local, state, federal, and international laws, rules, and regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, Canada’s Anti-Spam Legislation (“CASL”), the Australian Consumer Law, the AU Privacy Act 1988 (Cth), and the AU Spam Act 2023 (Cth)
1.5. “Protected Health Information” (hereinafter “PHI”) has the same meaning as that term is defined in HIPAA.
1.6. “Territory” means the United States, Canada, and Australia, unless otherwise expressly set forth in Client’s Subscription Documentation.
Other terms are defined in other Sections of this Agreement.
2. SERVICES.
2.1. Services. Podium provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “Phones” (formerly Voice), and “Bulk Messages” (formerly Campaigns), payment processing and related services (“Payments”), certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time (together with the Website, the “Service(s)”). Client will, from time to time, enter into a proposal, quote, services/purchase agreement, order form, statement of work, or otherwise click to accept or agree to an online registration form ("Subscription Documentation"), which references this Agreement and details the Services ordered from Podium and, if applicable, the usage limits or other scope of use descriptions for the Services (including without limitation any usage or volume limits, numerical limits on Authorized Users, and descriptions of product feature levels) (“Scope of Use”). Client may be provided the option to purchase certain Services as part of a package or bundle offer (each, a “Bundle”), as detailed in the applicable Subscription Documentation. The Services included in Podium’s standard Bundles are currently specified here (the Services and pricing available to clients in Australia are currently specified here). Podium has no obligation to provide any services or perform any tasks not specifically set forth in this Agreement, including any applicable Subscription Documentation.
2.2. Alteration of Subscription Documentation. Any amendments or modifications to any existing Subscription Documentation must be agreed to in writing by the parties. Podium has no obligation to perform any Services under any amended Subscription Documentation until the parties have agreed to the effect of such changes on the applicable Fees.
2.3. Modification of the Services. Podium reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), or to alter the offering of the Services (including by adding, limiting, or discontinuing certain Bundles) temporarily or permanently. Podium also reserves the right to replace certain Services and Bundles with functionally equivalent Services or Bundles, at its sole discretion. In the event Podium makes any modification or alteration to the Services or the offering thereof that has a material adverse effect on the functionality of the Services ordered under your Subscription Documentation, Client may terminate this Agreement and receive a pro-rated refund of pre-paid, unused Fees for the remainder of Client’s Subscription Term (as defined below).
2.4. Additional Terms. Client’s subscription to or use of certain Services or features of the Services may be subject to additional terms, policies, rules, or guidelines that we may post on or link to from these Terms or the Services (the “Additional Terms”). To the extent applicable, all Additional Terms are incorporated by this reference into, and made a part of, these Terms. If Client purchases or otherwise uses any of the following Services, Client’s use is subject to and Client accepts the applicable Additional Terms, as set forth below.
2.4.1. Podium Payments. If Client uses Podium Payments, Client agrees to be bound by the Podium Payments Service Terms.
2.4.2. Podium Phones. If Client uses Podium Phones, Client agrees to be bound by the Podium Phones Service Terms.
2.4.3. Podium Marketplace. If Client uses the Podium Marketplace, Client agrees to be bound by the Podium Marketplace Terms of Use.
2.4.4. Podium API. If Client uses the Podium API, Client agrees to be bound by the applicable terms of the Podium API Terms of Use.
2.4.5. Podium Developer Platform. If Client uses the Podium Developer Platform, Client agrees to be bound by the Podium Developer Terms.
3. USE RIGHTS; RESTRICTIONS.
3.1. Use of Services. Subject to all terms of this Agreement, including any Additional Terms, Podium grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory (to the extent available in the Territory) to: (a) install and use an object code copy of any mobile application associated with the Services; and (b) access and use the Services, designated on Client’s Subscription Documentation solely for Client’s internal business purposes, but only in accordance with this Agreement, Podium’s Acceptable Use Policy (“Acceptable Use Policy”), the applicable Subscription Documentation, and all applicable Scope of Use descriptions. Podium makes no representation that the Services are appropriate or available for use in locations outside the Territory (or that all products or features of the Services are available throughout the Territory). Furthermore, accessing the Services from territories where their content or use is illegal, is prohibited under this Agreement. If Client attempts to access or use the Services outside of the Territory, Client does so at its own initiative and is responsible for compliance with all Laws and any costs associated with access or use outside the Territory. You may not use or export the Services in violation of U.S. export laws and regulations.
3.2. Account Registration. Client must register for a Podium account in order to access or receive the Services. Account information must be accurate, current, and complete. Client agrees to keep its account information up to date so that Podium may send notices, statements, and other information by email or through Client’s account. Client is solely responsible for all use of its Services account(s). Podium will not be liable for any loss or damage arising from unauthorized use of Client’s account(s) not directly caused by Podium's actions or omissions.
3.3. Eligibility and Use by Others. By agreeing to these Terms, Client warrants that it and its employees, agents, contractors, and any other users (including but not limited to Developer Partners or Third-Party Providers) whom Client has authorized to access the Services on its behalf (“Authorized Users”): (a) are over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all Laws when using the Services. Client may permit its Authorized Users to use the Services provided their use is for Client’s benefit only and remains in compliance with this Agreement. Authorized Users are and will be subject to the applicable terms and conditions of this Agreement, which may be communicated by posting to the Website or on a click-through basis to Authorized Users upon access to the Services and/or Website.
3.4. Responsibility for Authorized Users. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with this Agreement. Client will be solely responsible for authorizing and creating user IDs, passwords, and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Provided, however, Podium may, in its sole discretion, suspend any Authorized User’s access to the Services, as set forth in Section 8.2 below. Client is solely responsible for ensuring that any user IDs, passwords, and other access credentials (such as API tokens) for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, Client is solely responsible for complying, and ensuring its Authorized Users comply, with all Laws applicable to Client. Client will be solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials and must ensure that each Authorized User has a separate and distinct user account (with separate and distinct access credentials) that is not shared with any other user(s). Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions.
3.5. Use by Customers. Any person that is a client, customer, or patient of Client, or that is a potential client, customer, or patient of Client (“Customer(s)”) who accesses and/or uses the Services, including via Client’s account or website, is subject to the Acceptable Use Policy and such other terms as may be provided by Podium from time to time, which includes Podium’s right to remove or disable access to any Customer or content or resource that violates the Acceptable Use Policy.
3.6. General Restrictions. Client must not (and must not allow any third party to): (a) rent, lease, copy, transfer, sublicense, or provide access to the Podium Technology (as defined below) to a third party (except Authorized Users as specifically authorized above); (b) incorporate the Podium Technology (or any portion thereof) into, or use it with or to provide, any site, product, or service, except as otherwise expressly authorized by Podium in writing; (c) use the Podium Technology (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (d) publicly disseminate information regarding the performance of the Podium Technology (which is deemed Podium’s Confidential Information); (e) modify or create a derivative work of the Podium Technology or any portion thereof or access the services with the intent to copy or create a competitive or derivative product/service; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Podium Technology or Services, except to the extent expressly permitted by applicable Law and then only upon advance notice to Podium; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the Podium Technology other than as specifically permitted above; (i) use the Services in violation of the Acceptable Use Policy; or (j) remove or obscure any proprietary or other notices contained in the Podium Technology including in any reports or output obtained from the Podium Technology.
3.7. Beta Releases and Free Access Subscriptions. Subject to Client’s compliance with the terms of this Agreement, Podium may provide Client with certain Services for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta”, or other early stage Services, integrations, or features (“Beta Release(s)”) for the Subscription Term set forth in the applicable Subscription Documentation (if applicable). This Section 3.7 and any relevant Additional Terms will apply to any Free Access Subscription or Beta Release (even if a Beta Release is provided for a fee or counts towards Client’s Scope of Use allocations) and supersedes any contrary provision in this Agreement. For the avoidance of doubt, Section 6 (Availability of Services; Support) will not apply to any Free Access Subscription or Beta Release; though Podium may use good faith efforts, in its discretion, to assist Client with Free Access Subscriptions or Beta Releases. Without limiting the other disclaimers and limitations in this Agreement, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT FREE ACCESS SUBSCRIPTIONS AND BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH PODIUM WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS AT CLIENT’S SOLE RISK. You may choose to use Free Access Subscriptions and Beta Releases at your sole discretion. Podium makes no guarantees or promises with respect to the continued availability of any Free Access Subscriptions or Beta Releases or that future versions of a Free Access Subscription or Beta Release will be released or will be available under the same commercial or other terms. Podium may discontinue Free Access Subscriptions or Beta Releases at any time, in our sole discretion, and decide not to make them generally available. Notwithstanding anything to the contrary herein, Podium may terminate Client’s right to use any Free Access Subscription or Beta Release at any time and with reasonable notice for any reason or no reason in Podium’s sole discretion, without liability.
3.8. AI Services. Podium offers certain Services that use artificial intelligence (“AI Services”). Your use of the AI Services may result in outputs (for example, automated Webchat responses) that are not accurate or complete. It is your responsibility to evaluate whether outputs from the AI Services are appropriate for your use case, including where human review is appropriate. Without limiting any other provision in this Agreement, you are responsible for disclosing your use of AI Services to your Customers in accordance with applicable Law.
4. CLIENT DATA.
4.1. Rights in Client Data. As between the parties, Client retains all right, title, and interest (including any intellectual property rights) in and to any text, images, or other content and data that Client selects or submits for use or incorporation with the Services (including without limitation, chat and message logs, Customer Data, PHI, or any Third-Party Content) (“Client Data”). To the extent Client is a Covered Entity or a Business Associate, as those terms are defined in HIPAA, "Client Data" also includes PHI. “Customer Data” means data related to the identity, characteristics, and activities of Customers, collected or submitted to the Services by Client or captured by the Services. “Third-Party Content” means content, data, or other materials that Client provides to the Podium Services from its third-party data providers, including through Third-Party Products (as defined below) used by Client. Client hereby grants Podium a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Client Data as necessary to provide the Services and related services to Client and as otherwise provided herein and in Podium's Privacy Policy (the "Privacy Policy"), and hereby instructs Podium to do the same. Client further instructs Podium to use and disclose Customer Data as necessary to provide the Services consistent with this Agreement and as otherwise set forth in the Privacy Policy.
4.2. Aggregate/Anonymous Data. Client agrees that Podium will have the right to generate usage data from Client use of the Services and may aggregate anonymized Client Data (“Aggregate/Anonymous Data”). Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is Podium Technology, which Podium may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Podium’s products and services and to create and distribute reports and other materials). Podium will not distribute Aggregate/Anonymous Data in a manner that personally identifies Client or its Customers, or that would otherwise violate applicable Laws. If Client and Podium have entered into a BAA, Podium will use the Aggregate/Anonymous Data only in conformity with the terms of such agreement.
4.3. Monitoring. Client understands and agrees that Podium may monitor and analyze Client Data or Customer Data (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Website or Services; to improve Client’s experience using the Website or Services; to customize and communicate informational or product offerings and promotions to Client; to ensure compliance with the Acceptable Use Policy (including taking corrective action permitted therein); and/or to make the Website or Services more helpful or useful to Client and other users. This may include use of technologies (such as session replay services, transcription services, cookie, pixel, or other tracking technologies) that maintain records of browsing sessions and other activities on the Website and Services. Client also understands that any third-party platform(s) or Third-Party Provider(s) Client elects to use or access in conjunction with the Services may also monitor and analyze the Client Data and/or Customer Data Client uses or accesses in connection with such third-party platforms, to customize and communicate information or product offerings and promotions to Client; to ensure compliance with applicable terms of use; and to make such third-party platform(s) more helpful or useful to Client and other users.
4.4. Security. Podium agrees to maintain physical, technical, and organizational measures designed, in its discretion, to secure its systems from unauthorized access, use, or disclosure. If Client is a Covered Entity or Business Associate, as defined in HIPAA, Podium and Client agree to the terms of Podium’s BAA (currently available at https://legal.podium.com/#baa), which may be amended from time to time, and to secure and utilize PHI in accordance with the BAA. Podium takes no responsibility and assumes no liability for any Client Data other than its express security obligations in this Section 4.4.
4.5. Storage. Podium does not provide an archiving service. During the Subscription Term, Client acknowledges that Podium may delete Client Data no longer in active use. Additionally, Client understands and agrees that following termination, Podium may delete all Client Data in its possession. Except for requirements that are included in any BAA entered into between Podium and Client, Podium expressly disclaims all other obligations with respect to storage.
4.6. Privacy and Data Processing. The Privacy Policy describes how we handle the information you provide to us or we otherwise collect when you and your Customers use the Services. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including, as applicable, the transfer of this information to the United States and other countries for storage, processing, and use by Podium and its affiliates. Additionally, to the extent applicable, the parties agree that Podium’s Data Processing Addendum (“Data Processing Addendum” or “DPA”) (currently available at https://legal.podium.com/#dpa), governs in the event Podium Processes any Covered Data as Client’s Processor or Service Provider (as those terms are defined in the DPA) in connection with this Agreement.
5. CLIENT OBLIGATIONS.
5.1. Warranty. Client warrants and represents that it will use the Services in full compliance with all Laws and terms of this Agreement, including the Acceptable Use Policy, and that it will not use the Services in a manner that would cause Podium to violate any obligation with respect to any such Laws. Client also warrants and represents that: (a) Client has sole ownership of any Client Data it provides to Podium, or otherwise has legal rights to provide such Client Data, and Client Data will not violate third-party rights, including intellectual property, privacy, and publicity rights; (b) Podium’s possession and/or use of the Client Data on Client’s behalf in connection with the Services, as contemplated hereunder, will not violate any contract, statute, regulation, or other third-party rights; (c) any Client Data Client and/or Client’s authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, and will only concern Client or the goods and/or services that Client provides; (d) Client is authorized to provide Podium with any Customer, Client, or Authorized User information it provides in connection with the Services, including any personally identifying information; and (e) Client and/or Client’s Authorized User(s) will only use the Services for interaction with actual Customers. If Client receives any take-down requests or infringement notices related to Client Data or its use of Third-Party Products, it will promptly stop using these items with the Services and notify Podium immediately. Additionally, if an integration is included in the Services Client orders, Client grants Podium the right to access Client’s Data or Client’s CRM system directly or through a third-party service for the purposes of fulfilling Podium’s obligations under this Agreement, and Client warrants that Client is not restricted by law or applicable agreement from granting Podium such right.
5.2. Customer Consent; Intended Use of the Services. Client understands and agrees that the Services are intended to allow Client to communicate electronically only with Client’s own current Customers who have consented to the receipt of such communications and are provided with all necessary notices in accordance with applicable Laws. Accordingly, Client will for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing the Services; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use the Services to make or send communication only in compliance with all Laws, the terms of this Agreement (including the Acceptable Use Policy) and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client also understands and agrees that the Services are intended primarily to be used for transactional and/or informational communications. If Client uses the Services to make or send any written electronic communication (including but not limited text messages) that includes advertisements, marketing, telemarketing, or promotional messaging, as such are defined in applicable Laws (hereinafter, collectively “Marketing”), Client must, in each instance, clearly designate such message(s) as “Marketing” within the Service prior to sending. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated this Section 5.
6. AVAILABILITY OF SERVICES; SUPPORT.
6.1. Availability. Subject to the terms of this Agreement and any scheduled maintenance and unavailability caused by: (a) actions or omissions of Client; (b) failures, errors, or defects in the facilities, hardware, software, or network of Client; or (c) circumstances that constitute a force majeure event or that are beyond Podium’s reasonable control, the Services will be available for access via the Website 99.0% of the time during of the applicable Subscription Term. Client’s sole remedy and Podium’s sole liability for failure to meet the aforementioned availability will be support in accordance with Section 6.2.
6.2. Support. Podium makes available web-based support through the Website. Additional support services may be available to Client subject to payment of applicable fees (if any), as specified in any applicable Subscription Documentation. Any support services are subject to this Agreement and Podium’s applicable support policies, if any. Client is primarily responsible for its own account setup and onboarding. Podium may also provide onboarding, deployment, and other services under this Agreement, including via Third-Party Providers or subcontractors. If applicable, the scope, pricing, and other terms for these additional services will be set forth in the applicable Subscription Documentation. Podium’s ability to deliver the Services will depend on Client’s reasonable and timely cooperation and the accuracy and completeness of any information from Client needed to deliver the Services.
7. FEES AND PAYMENT.
7.1. Fees. Unless otherwise specified on Client's Subscription Documentation, the Services are provided on an ongoing, per license subscription-basis, including automatically recurring payments for periodic charges, according to the terms and conditions of the Subscription Documentation (“Subscription”). Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Additional Terms (collectively, the “Fees”). Except as otherwise specified in the applicable Subscription Documentation, unless Client terminates a Free Access Subscription prior to the lapse of the Free Access Subscription Term, such Services will convert to a paid Subscription and Client agrees to pay Podium the applicable Subscription Fees according to the terms of this Agreement. Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
7.2. Payment of Fees. Unless otherwise specified in the applicable Subscription Documentation, all Subscription Fees will be paid annually in advance (though overage fees, if any, may be charged in arrears), and all references to currency set forth herein will mean U.S. dollars, with all payments hereunder to be made in U.S. dollars. Subscription Fees are non-refundable and non-creditable, except as expressly set forth in Sections 2.3 (Modification of the Services) and 8.3 (Termination for Cause). If the payment method selected on Client's Subscription Documentation is credit card, ACH, or direct debit, Client acknowledges and authorizes Podium to charge Fees and other amounts automatically, on an auto-renew basis on your Subscription Start Date (as defined below) for each subsequent Subscription Term. For the avoidance of doubt, all additional Subscription Fees for additional Services accessed by Client will be billed when the Service is first accessed by Client and automatically, on an auto-renew basis on Client’s existing Subscription Start Date. Podium may from time to time provide notice to Client regarding any Renewal Term(s) and the auto-renew processes. The Subscription will continue unless and until you or Podium terminate your Subscription in accordance with Section 8. You must cancel your Subscription before it renews in order to avoid billing the next periodic Subscription Fees to your account. If Client elects to pay by credit card, then you are responsible for both (a) enabling auto-recharge on your account and (b) ensuring that your account has a sufficient positive balance to cover all Fees when due. Should Podium be unable to process/receive the Fees when due and owing, payment shall be considered overdue. Podium will have the right to charge interest on all overdue amounts equal to the maximum amounts allowed by applicable Law. Additionally, after payment becomes overdue, Podium will have the right to immediately suspend Client’s access to the Services and/or seek to enforce Client’s payment obligations, including through the use of third-party services. If Podium sends Client’s account for collection and/or initiates legal action to collect overdue amounts, Podium may seek to recover all costs and expenses of such action, including reasonable legal or attorney's fees, court costs, and expenses.
7.3. Taxes and Other Governmental or Regulatory Fees. Podium’s Fees are exclusive of all taxes, regulatory fees, or levies and Client must pay any applicable taxes, regulatory fees, or levies (which for clients located in Australia, includes any applicable goods and services taxes as set out in a New Tax System (Goods and Services Tax) Act 1999 (Cth)), whether domestic or foreign, other than taxes based on the income of Podium. Client will make tax and regulatory fee payments to Podium to the extent amounts are included on Podium’s invoices.
7.4. Industry Fees and Surcharges. Your use of the Services may also be subject to certain industry-related fees or surcharges (such as fees imposed by telecommunications carriers or other over the top communications providers (for example, 10DLC-related fees)) (collectively, “Industry Fees”). Industry Fees may also include cost recovery fees representing a reasonable recovery of the charges, fees, and administrative expenses imposed on Podium and associated with the provision of the Services to you and your use of the Services. Podium’s Fees are exclusive of any such Industry Fees, and you will be required to pay any such Industry Fees related to your use of the Services. Where required by law, or at our own election, Podium will reflect such Industry Fees as a separate line on your invoice. Industry Fees may change at any time.
7.5. Fee Increase. Podium reserves the right to determine the applicable Fees for any Service(s). While Podium will make reasonable efforts to keep the information relating to Fees published on its Website up to date, you should check the Website periodically for information about current Fees. If any Fees (other than Taxes, Industry Fees, or governmental/regulatory fees, which may change at any time) are specified on your Subscription Documentation, Podium may increase Fees applicable to you upon forty-five (45) days’ prior written notice, effective on the start date of your subsequent Subscription Term (if Client has not elected to opt out of the automatic renewal or renegotiate the Fees). Additionally, notwithstanding the foregoing, Podium may adjust the Payments Services Fees as set forth in the Payments Service Terms. Podium may also, from time to time and in its sole discretion, make promotional offers or different Fees available to its clients or other users. Such promotional offers will not apply to you or this Agreement unless specified in writing in your Subscription Documentation.
8. TERM AND TERMINATION.
8.1. Term. This Agreement is effective until the applicable Subscription Term for the Services has expired or the Subscription is terminated as expressly permitted herein. Unless otherwise stated in Client’s Subscription Documentation, the initial term for any Subscription to the Services is twelve (12) months and will automatically renew for subsequent periods of equal duration (the “Subscription Term”), unless either party gives written notice of non-renewal at least one (1) month before the end of the then-current Subscription Term. Client may give notice of non-renewal by sending an email to support@podium.com. If no Subscription start date is specified on the applicable Subscription Documentation, the Subscription starts when Client first obtains access to the Services (“Subscription Start Date”). By agreeing to any Subscription Documentation, Client is agreeing to pay applicable fees for the entire Subscription Term. Client cannot cancel or terminate a Subscription Term except as expressly permitted by this Section 8.1 (Term) or Section 8.3 (Termination for Cause). Unless Client’s Subscription Documentation expressly states otherwise, any additional Services purchased during Client’s Subscription Term will be coterminous with Client’s most recent Podium platform Subscription Term.
8.2. Suspension of Services. Podium may suspend Client’s (or any Authorized User’s, as applicable) access to the Services if: (a) Client’s account is overdue, or (b) Client has exceeded its Scope of Use limits. Podium may also suspend Client’s (or any Authorized User’s, as applicable) access to the Services, remove Client Data, or disable Third-Party Products if it determines that: (i) Client has breached Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations); or (ii) suspension is necessary to prevent harm or liability to other clients of Podium or third parties or to preserve the security, stability, availability, or integrity of the Services. Podium will have no liability for taking action as permitted above. For avoidance of doubt, Client will remain responsible for payment of Fees during any suspension period other than for any suspension that: (a) is not due to the fault of the Client, and (b) lasts longer than five (5) days. Unless this Agreement has been terminated, Podium will cooperate with Client to restore access to the Services once it verifies that Client has resolved the condition requiring suspension.
8.3. Termination for Cause. Either party may terminate this Agreement, including any related Subscription Documentation, if the other party: (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter) (or in the case of clients located in Australia, such party has a liquidator appointed or otherwise ceases to carry on business). If Client terminates during the Subscription Term for any reason other than the foregoing, Client will be responsible for the Fees due for the entire Subscription Term. Podium may also terminate this Agreement or any related Subscription Documentation immediately if Client breaches Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations), for repeated violations of other Sections of this Agreement, or if applicable, a breach of the parties’ BAA.
8.4. Effect of Termination. Upon any expiration or termination of this Agreement or any Subscription Documentation: (a) Client’s license rights will terminate and it must immediately cease use of the Services (including any related Podium Technology) and delete (or, at Podium’s request, return) any and all copies of any Podium documentation, scripts, passwords or access codes, and any other Podium Confidential Information in Client’s possession, custody, or control; and (b) Client’s right to access any Client Data in the applicable Services will cease, and unless otherwise precluded by a BAA or other obligation under applicable Law, Podium may delete any such data in its possession at any time. If Podium terminates this Agreement for cause as provided in Section 8.3 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Client. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
8.5. Survival. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions); 3 (Use Rights; Restrictions); 4 (Client Data); 7 (Fees and Payment); 8 (Term and Termination); 9 (Confidential Information); 10 (Podium Technology); 11 (Third-Party Providers and Third-Party Products); 12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); 15 (Dispute Resolution); and 16 (General).
9. CONFIDENTIAL INFORMATION.
9.1. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, subcontractors, or Authorized Users having a legitimate need to know (which, for Podium, includes the subcontractors referenced in Section 16.6), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 9 and these recipients are bound to confidentiality obligations no less protective than this Section.
9.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law, subpoenas, or court orders, provided it uses commercially reasonable efforts to notify the other party (where permitted to do so) and cooperates in any effort by the other party to obtain confidential treatment for the information.
9.3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
10. PODIUM TECHNOLOGY.
10.1. Ownership and Updates. By accepting this Agreement, Client acknowledges that it is obtaining only a limited right to use the Services and irrespective of any use of the words “purchase”, “sale”, or similar terms, no ownership rights are transferred to Client under this Agreement and, except as expressly permitted by such limited right, Client may not make any use of Podium Technology. Client agrees that Podium (or its suppliers) exclusively retains all rights, title, and interest (including all intellectual property rights) in and to all Services, products, any and all related documentation, software, technology, code, know-how, logos, trademarks, service marks, and templates (including in any reports or output obtained from the Services), anything delivered as part of support, materials or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Suggestions (as defined below) provided by Podium (collectively, "Podium Technology") (which is deemed Podium’s Confidential Information) and reserves any licenses not specifically granted herein. Furthermore, Podium exclusively owns and reserves all right, title, and interest in and to Podium’s Confidential Information and any data, in anonymized or aggregated form that does not identify you, any end users, or any natural person, generated or derived from the use or operation of the Services, including volumes, frequencies, bounce rates, and performance results for the Services. The Services are offered as an online, hosted product. Accordingly, Client acknowledges and agrees that it has no right to obtain a copy of the software behind any Services and that Podium at its option may make updates, bug fixes, modifications, or improvements to the Services from time-to-time.
10.2. Suggestions. If Client elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, “Suggestions”), Client hereby grants Podium a worldwide, perpetual, non-revocable, sublicensable, royalty-free right, and license to use, copy, disclose, license, distribute, and exploit any such Suggestions in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Suggestions or otherwise.
11. THIRD-PARTY PROVIDERS AND THIRD-PARTY PRODUCTS.
Podium may, from time to time, contract with a third party to facilitate certain features of the Services, including as described in Section 16.6 of this Agreement. Podium may also allow or facilitate Client to make arrangements with other third-party providers that provide products or services in connection with, but which are not included in, the Services as defined in this Agreement (“Third-Party Provider(s)”). If Client elects to use any Third-Party Provider(s) or any applications, integrations, add-ons, software, code, online services, systems, and other products that are not Podium Technology (“Third-Party Products”) in connection with the Services, such Third-Party Provider(s) or Third-Party Products may make Third-Party Content available to Client and may access Client’s instance of the Services, including Client Data. Client agrees and acknowledges that use of such Third-Party Provider(s) or Third-Party Products may require Client to enter into separate terms and conditions with such third-party. Unless Podium expressly agrees otherwise in a signed writing, Podium (a) is not a party to any such terms; (b) will not be liable thereunder; (c) does not warrant or support Third-Party Providers, Third-Party Products; or Third-Party Content; and (d) disclaims all responsibility and liability for Third-Party Providers and their access to the Services, including their modification, deletion, disclosure, or collection of Client Data. Podium is not responsible in any way for Client Data once it is transmitted, copied, or removed from the Services. Unless Podium expressly states otherwise in signed writing, Third-Party Providers are not “subcontractors'' under this Agreement, and Podium disclaims all responsibility and liability for the actions or omissions of any Third-Party Providers, including but not limited to Developers.
12. INDEMNIFICATION.
12.1. Indemnification by Client. Client will indemnify and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) your unauthorized use of, or misuse of, the Services, including but not limited to the Podium Marketplace and Podium API, as applicable; (b) your violation of, or any claim that you have violated, any applicable Law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party (including but not limited to your Customers, any Developer Partners, and any Third-Party Providers); (d) any demand, dispute, or issue (including without limitation fee disputes) between you and any Payment Service Provider(s) (as defined in the applicable Additional Terms); (e) any Client Data; (f) Podium’s use, as contemplated in this Agreement, of any information provided to Podium by you or your Customers; (g) breach or alleged breach of this Agreement, including Client’s warranties and obligations; or (h) if applicable, any breach or alleged breach of Client’s obligations contained in the BAA. Client also agrees to defend the Podium Entities against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event Podium assumes exclusive defense of such claims, Client agrees to cooperate with our defense of any such claims. Client may not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12.2. Indemnification by Podium. Podium will indemnify and hold Client harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to (a) Podium’s gross negligence or willful misconduct; or (b) Podium’s infringement, misappropriation, or violation of a third party’s intellectual property rights. Podium also agrees to defend Client against these claims at Client’s request, but Client may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. Podium must not settle any claim without Client’s prior written consent if the settlement does not fully release Client from liability or would require Client to admit fault, pay any amounts, or take or refrain from taking any action.
12.3. Exclusions to Podium’s Indemnification. Podium will not be required to indemnify Client under Section 12.2(b) above, to the extent that the infringement, misappropriation, or violation of a third party’s intellectual property rights arises from: (a) modification of the Services by Client, its Authorized Users, Developer Partners, Third-Party Providers, affiliates, employees, or contractors in conflict with Client’s obligations or as a result of any prohibited activity under this Agreement, (b) use of the Services in a manner inconsistent with this Agreement, the Acceptable Use Policy, the Additional Terms, the Subscription Documentation, or any other agreement related to this Agreement, or (c) use of the Services in combination with any other application, product, or service not provided by Podium if such claim would not have occurred without such combination.
13. DISCLAIMERS.
13.1. EXCEPT AS PROVIDED EXPRESSLY HEREIN, ALL PODIUM TECHNOLOGY AND RELATED SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH THE PODIUM TECHNOLOGY ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM TECHNOLOGY WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM TECHNOLOGY WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, AND PODIUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY PROVIDERS, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON PODIUM TECHNOLOGY OR PODIUM’S RELATED SERVICES (INCLUDING CHANGES TO CLIENT PROPERTIES). THE DISCLAIMERS IN THIS SECTION 13 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
13.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS CLIENT(S) DO NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
13.3. For Clients Located in Australia Only. Neither this Section 13 (Disclaimers) nor Section 14 (Limitations of Liability) below excludes, restricts, or modifies the application of any provision of the Australian Consumer Law (ACL) (whether applicable as a law of the Commonwealth, or any state or territory of Australia), the exercise of any right to remedy conferred by the ACL, or the liability of Podium for a failure to comply with any applicable consumer guarantees where to do so would contravene the ACL or cause any part of these sections to be void. Additionally, Section 13.2 above does not apply to the extent Client is entitled to a right to rely under applicable Law.
14. LIMITATIONS OF LIABILITY.
14.1. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL PODIUM OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PODIUM’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CLIENT TO PODIUM FOR THE APPLICABLE SERVICE(S) OR RELATED SERVICE(S) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, PODIUM’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 14 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 14 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY PODIUM TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14.2. FOR CLIENTS LOCATED IN AUSTRALIA ONLY. TO THE EXTENT THAT LIABILITY CANNOT BE EXCLUDED UNDER THIS SECTION 14, AND WHERE THE ACL APPLIES, PODIUM’S LIABILITY IS LIMITED AT THE OPTION OF PODIUM TO (A) IN THE CASE OF ANY PRODUCT, ANY ONE OR MORE OF THE FOLLOWING (i) THE REPLACEMENT OF THE PRODUCT OR THE SUPPLY OF EQUIVALENT PRODUCT, (ii) THE REPAIR OF THE PRODUCT, (iii) THE PAYMENT OF THE COST OF REPLACING THE PRODUCT OR OF ACQUIRING EQUIVALENT PRODUCT, OR (iv) THE PAYMENT OF THE COST OF HAVING THE PRODUCT REQUIRED, IF APPLICABLE; AND (B) IN THE CASE OF ANY PODIUM TECHNOLOGY OR SERVICES OR RELATED SERVICES PERFORMED BY PODIUM: (i) THE SUPPLY OF THOSE SERVICES AGAIN, OR (ii) THE PAYMENT OF THE COST OF HAVING THOSE SERVICES APPLIED AGAIN.
15. DISPUTE RESOLUTION.
If a dispute arises between the parties related to this Agreement or the Services provided therefrom, and the dispute cannot be settled through informal negotiations, the parties agree to resolve their dispute (referred to herein as “Claim(s)”) as follows:
15.1. Mediation. The parties agree to participate in mediation to settle their Claims in accordance with the rules and procedures found in Utah Code § 78B-10-101 et seq. (Utah Uniform Mediation Act and referred to as “UUMA”) (or for clients located in Australia, the rules and procedures found in the Institute of Arbitrators and Mediators Australia Mediation Rules (“Rules”)) and this Agreement before a party can file a judicial action, whether in a court of law, an administrative body, government agency, or otherwise. If there are any conflicting provisions between UUMA (or for clients located in Australia, the Rules) and this Agreement, the provisions in this Agreement will govern.
15.1.1. Notice. Mediation must be conducted within sixty (60) days from a party receiving written notice of Claims from a complaining party. The notice must contain a detailed description of the nature of the Claims and the requested relief sought.
15.1.2. Mediator Selection and Mediator Fees. A neutral mediator will be selected as mutually agreed upon by the parties. The mediator’s fees and costs will be paid to the mediator at the end of mediation, with both parties equally sharing the mediation costs and paying their own legal fees and costs.
15.1.3. Location. Mediation will occur in Salt Lake City, Utah, unless you are located in Australia, in which case mediation will occur in Melbourne, Victoria, Australia.
15.2. Judicial Action. If the parties are unable to resolve the Claim pursuant to the mandatory mediation referenced above (or if one of the parties refuses to participate in the mandatory mediation or fails to respond to a complaining party’s request for mediation), the parties may subsequently file a judicial action.
15.3. Disputes Not Subject to the Mediation Process. The following claims or actions are not subject to the mandatory mediation provisions of this Section 15:
15.3.1. A request for an order of injunctive relief and any related incidental damages;
15.3.2. A request for an order to prevent the disclosure of or misuse of Confidential Information or trade secrets; and/or
15.3.3. Enforcement of Client’s payment obligations as set forth under Section 7.
16. GENERAL.
16.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign or purport to assign any of its rights or obligations under this Agreement without the advance written consent of the other party (which must not be unreasonably withheld), except that Podium may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.
16.2. Notices. Any notice or communication to Podium under this Agreement must be in writing. Client must send any notices under this Agreement (including breach notices) to Podium Headquarters (include “Attn. Legal Department” in the subject line) or by email to legal@podium.com. Podium may send notices to the e-mail addresses on Client’s account or, at Podium’s option, to Client’s last-known postal address. Podium may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of such notice on Podium’s Website or the Services. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Podium is not responsible for any automatic filtering Client or its network provider may apply to email notifications.
16.3. Publicity. Unless otherwise specified in the applicable Subscription Documentation, Podium may use Client’s name, logo, and marks to identify Client as a Podium Client on Podium’s website and other marketing materials.
16.4. Podium Communication with Client. You agree that Podium may send you emails and text messages, including transactional, operational, and marketing messages, possibly using automated technology, to the email or phone number you provide to Podium. Message and/or data rates may apply to such messages, and you may opt out at any time. You will keep your contact information up to date and will notify Podium immediately in the event that your contact information changes.
16.5. Referral Programs. Podium may, from time to time, and in its sole discretion, offer referral programs or opportunities to certain Podium clients or users. Such programs or opportunities may include incentives for such clients or users to promote Podium and/or its Services to their family or friends. Participation in such programs or opportunities is completely voluntary and is subject to this Agreement and the Podium Referral Program Terms (“Referral Program Terms”). Podium may modify, discontinue, or terminate any referral program or similar opportunity at any time, without notice.
16.6. Subcontractors. Podium may use subcontractors and permit them to exercise the rights granted to Podium in order to provide the Services and related services under this Agreement. Except as otherwise set forth in the DPA, Podium will not be required to obtain Client’s consent or provide notice of such subcontracting or delegation. To avoid any doubt, Podium remains responsible for the performance of its obligations or the exercise of its rights under this Agreement regardless of any subcontracting or delegation.
16.7. Subpoenas. Nothing in this Agreement prevents Podium from disclosing Client Data to the extent required by law, subpoenas, or court orders, but Podium will use commercially reasonable efforts to notify Client where permitted to do so.
16.8. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
16.9. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
16.10. Amendments; Waivers. Podium may update or modify these Terms (including the Additional Terms and any referenced policies and other documents) from time to time by giving reasonable notice and posting a revised version on the Website or Services or by notification via the email associated with your account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Subscription Term. Immaterial modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, will constitute acceptance of the updated Terms. If Client does not agree to the updated Terms, Client will no longer have the right to use the Services, except where applicable Law requires different treatment. Except as otherwise described in this Section 16.10, any modification, supplementation, replacement, novation or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights or delay in exercising any right under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
16.11. Headings. The headings used in this Agreement are for ease of reference only. They are not intended as a complete restatement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.
16.12. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.
16.13. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Client acknowledges that each Subscription only permits use by and for the legal entity or entities identified in the Subscription Documentation and not any affiliates. Furthermore, Client’s affiliates are not permitted to use the Services under these Terms unless an affiliate agrees to these Terms individually and creates its own account.
16.14. Attorneys’ Fees and Costs. The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.
16.15. Entire Agreement. This Agreement, including these Terms and any applicable Subscription Documentation, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Podium Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. Any terms provided by Client (including as part of any purchase order or other business form used by Client) are for administrative purposes only and have no legal effect.
16.16. Counterparts; Electronic Transmission. This Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery will be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.
16.17. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
16.17.1. Australia Clients. If you are a Podium client located in Australia, this Agreement is governed by the laws of Victoria, Australia. To the extent permitted by law, the courts of Victoria, Australia, will be the exclusive jurisdiction for disputes arising out of or in connection with this Agreement.
16.18. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
16.19. Notice Regarding Apple. This Section 16.19 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Podium only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (a) product liability claims; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Effective: August 15, 2024
Effective August 15th 2024 to June 17th 2025
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Table of Contents
Podium Terms of Service
Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (individually and collectively, the “Website”), is owned and operated by Podium Corporation, Inc. (“Podium,” “we,” “us,” or “our”). By using, installing, or accessing the Website or Services (as defined below), by signing or clicking to accept these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to be bound by the following terms and conditions (together, these “Terms”, or this “Agreement”).
If you are using a Podium Service on behalf of a company, organization, or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee, agent, or other authorized representative with all necessary authority to bind that entity to this Agreement.
This Agreement includes and hereby incorporates by reference any Subscription Documentation executed between you and Podium, as well as any policies or exhibits linked to or referenced herein. If you have entered into a separate written agreement with Podium concerning specific Services, the terms of such agreement control if there is any conflict between the terms of such agreement and these Terms. Please note that we may modify this Agreement as described in Section 16.10 below.
1. DEFINITIONS.
1.1. “Business Associate Agreement” (hereinafter “BAA”) means a written agreement between a Covered Entity and a Business Associate (as those terms are defined under HIPAA) containing the elements specified at 45 CFR 164.504(e).
1.2. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
1.3. “HIPAA” means the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160 and 162, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160, all as may be amended from time to time.
1.4. "Law(s)” means all applicable local, state, federal, and international laws, rules, and regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, Canada’s Anti-Spam Legislation (“CASL”), the Australian Consumer Law, the AU Privacy Act 1988 (Cth), and the AU Spam Act 2023 (Cth)
1.5. “Protected Health Information” (hereinafter “PHI”) has the same meaning as that term is defined in HIPAA.
1.6. “Territory” means the United States, Canada, and Australia, unless otherwise expressly set forth in Client’s Subscription Documentation.
Other terms are defined in other Sections of this Agreement.
2. SERVICES.
2.1. Services. Podium provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “Phones” (formerly Voice), and “Bulk Messages” (formerly Campaigns), payment processing and related services (“Payments”), certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time (together with the Website, the “Service(s)”). Client will, from time to time, enter into a proposal, quote, services/purchase agreement, order form, statement of work, or otherwise click to accept or agree to an online registration form ("Subscription Documentation"), which references this Agreement and details the Services ordered from Podium and, if applicable, the usage limits or other scope of use descriptions for the Services (including without limitation any usage or volume limits, numerical limits on Authorized Users, and descriptions of product feature levels) (“Scope of Use”). Client may be provided the option to purchase certain Services as part of a package or bundle offer (each, a “Bundle”), as detailed in the applicable Subscription Documentation. The Services included in Podium’s standard Bundles are currently specified here (the Services and pricing available to clients in Australia are currently specified here). Podium has no obligation to provide any services or perform any tasks not specifically set forth in this Agreement, including any applicable Subscription Documentation.
2.2. Alteration of Subscription Documentation. Any amendments or modifications to any existing Subscription Documentation must be agreed to in writing by the parties. Podium has no obligation to perform any Services under any amended Subscription Documentation until the parties have agreed to the effect of such changes on the applicable Fees.
2.3. Modification of the Services. Podium reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), or to alter the offering of the Services (including by adding, limiting, or discontinuing certain Bundles) temporarily or permanently. Podium also reserves the right to replace certain Services and Bundles with functionally equivalent Services or Bundles, at its sole discretion. In the event Podium makes any modification or alteration to the Services or the offering thereof that has a material adverse effect on the functionality of the Services ordered under your Subscription Documentation, Client may terminate this Agreement and receive a pro-rated refund of pre-paid, unused Fees for the remainder of Client’s Subscription Term (as defined below).
2.4. Additional Terms. Client’s subscription to or use of certain Services or features of the Services may be subject to additional terms, policies, rules, or guidelines that we may post on or link to from these Terms or the Services (the “Additional Terms”). To the extent applicable, all Additional Terms are incorporated by this reference into, and made a part of, these Terms. If Client purchases or otherwise uses any of the following Services, Client’s use is subject to and Client accepts the applicable Additional Terms, as set forth below.
2.4.1. Podium Payments. If Client uses Podium Payments, Client agrees to be bound by the Podium Payments Service Terms.
2.4.2. Podium Phones. If Client uses Podium Phones, Client agrees to be bound by the Podium Phones Service Terms.
2.4.3. Podium Marketplace. If Client uses the Podium Marketplace, Client agrees to be bound by the Podium Marketplace Terms of Use.
2.4.4. Podium API. If Client uses the Podium API, Client agrees to be bound by the applicable terms of the Podium API Terms of Use.
2.4.5. Podium Developer Platform. If Client uses the Podium Developer Platform, Client agrees to be bound by the Podium Developer Terms.
3. USE RIGHTS; RESTRICTIONS.
3.1. Use of Services. Subject to all terms of this Agreement, including any Additional Terms, Podium grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory (to the extent available in the Territory) to: (a) install and use an object code copy of any mobile application associated with the Services; and (b) access and use the Services, designated on Client’s Subscription Documentation solely for Client’s internal business purposes, but only in accordance with this Agreement, Podium’s Acceptable Use Policy (“Acceptable Use Policy”), the applicable Subscription Documentation, and all applicable Scope of Use descriptions. Podium makes no representation that the Services are appropriate or available for use in locations outside the Territory (or that all products or features of the Services are available throughout the Territory). Furthermore, accessing the Services from territories where their content or use is illegal, is prohibited under this Agreement. If Client attempts to access or use the Services outside of the Territory, Client does so at its own initiative and is responsible for compliance with all Laws and any costs associated with access or use outside the Territory. You may not use or export the Services in violation of U.S. export laws and regulations.
3.2. Account Registration. Client must register for a Podium account in order to access or receive the Services. Account information must be accurate, current, and complete. Client agrees to keep its account information up to date so that Podium may send notices, statements, and other information by email or through Client’s account. Client is solely responsible for all use of its Services account(s). Podium will not be liable for any loss or damage arising from unauthorized use of Client’s account(s) not directly caused by Podium's actions or omissions.
3.3. Eligibility and Use by Others. By agreeing to these Terms, Client warrants that it and its employees, agents, contractors, and any other users (including but not limited to Developer Partners or Third-Party Providers) whom Client has authorized to access the Services on its behalf (“Authorized Users”): (a) are over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all Laws when using the Services. Client may permit its Authorized Users to use the Services provided their use is for Client’s benefit only and remains in compliance with this Agreement. Authorized Users are and will be subject to the applicable terms and conditions of this Agreement, which may be communicated by posting to the Website or on a click-through basis to Authorized Users upon access to the Services and/or Website.
3.4. Responsibility for Authorized Users. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with this Agreement. Client will be solely responsible for authorizing and creating user IDs, passwords, and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Provided, however, Podium may, in its sole discretion, suspend any Authorized User’s access to the Services, as set forth in Section 8.2 below. Client is solely responsible for ensuring that any user IDs, passwords, and other access credentials (such as API tokens) for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, Client is solely responsible for complying, and ensuring its Authorized Users comply, with all Laws applicable to Client. Client will be solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials and must ensure that each Authorized User has a separate and distinct user account (with separate and distinct access credentials) that is not shared with any other user(s). Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions.
3.5. Use by Customers. Any person that is a client, customer, or patient of Client, or that is a potential client, customer, or patient of Client (“Customer(s)”) who accesses and/or uses the Services, including via Client’s account or website, is subject to the Acceptable Use Policy and such other terms as may be provided by Podium from time to time, which includes Podium’s right to remove or disable access to any Customer or content or resource that violates the Acceptable Use Policy.
3.6. General Restrictions. Client must not (and must not allow any third party to): (a) rent, lease, copy, transfer, sublicense, or provide access to the Podium Technology (as defined below) to a third party (except Authorized Users as specifically authorized above); (b) incorporate the Podium Technology (or any portion thereof) into, or use it with or to provide, any site, product, or service, except as otherwise expressly authorized by Podium in writing; (c) use the Podium Technology (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (d) publicly disseminate information regarding the performance of the Podium Technology (which is deemed Podium’s Confidential Information); (e) modify or create a derivative work of the Podium Technology or any portion thereof or access the services with the intent to copy or create a competitive or derivative product/service; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Podium Technology or Services, except to the extent expressly permitted by applicable Law and then only upon advance notice to Podium; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the Podium Technology other than as specifically permitted above; (i) use the Services in violation of the Acceptable Use Policy; or (j) remove or obscure any proprietary or other notices contained in the Podium Technology including in any reports or output obtained from the Podium Technology.
3.7. Beta Releases and Free Access Subscriptions. Subject to Client’s compliance with the terms of this Agreement, Podium may provide Client with certain Services for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta”, or other early stage Services, integrations, or features (“Beta Release(s)”) for the Subscription Term set forth in the applicable Subscription Documentation (if applicable). This Section 3.7 and any relevant Additional Terms will apply to any Free Access Subscription or Beta Release (even if a Beta Release is provided for a fee or counts towards Client’s Scope of Use allocations) and supersedes any contrary provision in this Agreement. For the avoidance of doubt, Section 6 (Availability of Services; Support) will not apply to any Free Access Subscription or Beta Release; though Podium may use good faith efforts, in its discretion, to assist Client with Free Access Subscriptions or Beta Releases. Without limiting the other disclaimers and limitations in this Agreement, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT FREE ACCESS SUBSCRIPTIONS AND BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH PODIUM WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS AT CLIENT’S SOLE RISK. You may choose to use Free Access Subscriptions and Beta Releases at your sole discretion. Podium makes no guarantees or promises with respect to the continued availability of any Free Access Subscriptions or Beta Releases or that future versions of a Free Access Subscription or Beta Release will be released or will be available under the same commercial or other terms. Podium may discontinue Free Access Subscriptions or Beta Releases at any time, in our sole discretion, and decide not to make them generally available. Notwithstanding anything to the contrary herein, Podium may terminate Client’s right to use any Free Access Subscription or Beta Release at any time and with reasonable notice for any reason or no reason in Podium’s sole discretion, without liability.
3.8. AI Services. Podium offers certain Services that use artificial intelligence (“AI Services”). Your use of the AI Services may result in outputs (for example, automated Webchat responses) that are not accurate or complete. It is your responsibility to evaluate whether outputs from the AI Services are appropriate for your use case, including where human review is appropriate. Without limiting any other provision in this Agreement, you are responsible for disclosing your use of AI Services to your Customers in accordance with applicable Law.
4. CLIENT DATA.
4.1. Rights in Client Data. As between the parties, Client retains all right, title, and interest (including any intellectual property rights) in and to any text, images, or other content and data that Client selects or submits for use or incorporation with the Services (including without limitation, chat and message logs, Customer Data, PHI, or any Third-Party Content) (“Client Data”). To the extent Client is a Covered Entity or a Business Associate, as those terms are defined in HIPAA, "Client Data" also includes PHI. “Customer Data” means data related to the identity, characteristics, and activities of Customers, collected or submitted to the Services by Client or captured by the Services. “Third-Party Content” means content, data, or other materials that Client provides to the Podium Services from its third-party data providers, including through Third-Party Products (as defined below) used by Client. Client hereby grants Podium a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Client Data as necessary to provide the Services and related services to Client and as otherwise provided herein and in Podium's Privacy Policy (the "Privacy Policy"), and hereby instructs Podium to do the same. Client further instructs Podium to use and disclose Customer Data as necessary to provide the Services consistent with this Agreement and as otherwise set forth in the Privacy Policy.
4.2. Aggregate/Anonymous Data. Client agrees that Podium will have the right to generate usage data from Client use of the Services and may aggregate anonymized Client Data (“Aggregate/Anonymous Data”). Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is Podium Technology, which Podium may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Podium’s products and services and to create and distribute reports and other materials). Podium will not distribute Aggregate/Anonymous Data in a manner that personally identifies Client or its Customers, or that would otherwise violate applicable Laws. If Client and Podium have entered into a BAA, Podium will use the Aggregate/Anonymous Data only in conformity with the terms of such agreement.
4.3. Monitoring. Client understands and agrees that Podium may monitor and analyze Client Data or Customer Data (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Website or Services; to improve Client’s experience using the Website or Services; to customize and communicate informational or product offerings and promotions to Client; to ensure compliance with the Acceptable Use Policy (including taking corrective action permitted therein); and/or to make the Website or Services more helpful or useful to Client and other users. This may include use of technologies (such as session replay services, transcription services, cookie, pixel, or other tracking technologies) that maintain records of browsing sessions and other activities on the Website and Services. Client also understands that any third-party platform(s) or Third-Party Provider(s) Client elects to use or access in conjunction with the Services may also monitor and analyze the Client Data and/or Customer Data Client uses or accesses in connection with such third-party platforms, to customize and communicate information or product offerings and promotions to Client; to ensure compliance with applicable terms of use; and to make such third-party platform(s) more helpful or useful to Client and other users.
4.4. Security. Podium agrees to maintain physical, technical, and organizational measures designed, in its discretion, to secure its systems from unauthorized access, use, or disclosure. If Client is a Covered Entity or Business Associate, as defined in HIPAA, Podium and Client agree to the terms of Podium’s BAA (currently available at https://legal.podium.com/#baa), which may be amended from time to time, and to secure and utilize PHI in accordance with the BAA. Podium takes no responsibility and assumes no liability for any Client Data other than its express security obligations in this Section 4.4.
4.5. Storage. Podium does not provide an archiving service. During the Subscription Term, Client acknowledges that Podium may delete Client Data no longer in active use. Additionally, Client understands and agrees that following termination, Podium may delete all Client Data in its possession. Except for requirements that are included in any BAA entered into between Podium and Client, Podium expressly disclaims all other obligations with respect to storage.
4.6. Privacy and Data Processing. The Privacy Policy describes how we handle the information you provide to us or we otherwise collect when you and your Customers use the Services. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including, as applicable, the transfer of this information to the United States and other countries for storage, processing, and use by Podium and its affiliates. Additionally, to the extent applicable, the parties agree that Podium’s Data Processing Addendum (“Data Processing Addendum” or “DPA”) (currently available at https://legal.podium.com/#dpa), governs in the event Podium Processes any Covered Data as Client’s Processor or Service Provider (as those terms are defined in the DPA) in connection with this Agreement.
5. CLIENT OBLIGATIONS.
5.1. Warranty. Client warrants and represents that it will use the Services in full compliance with all Laws and terms of this Agreement, including the Acceptable Use Policy, and that it will not use the Services in a manner that would cause Podium to violate any obligation with respect to any such Laws. Client also warrants and represents that: (a) Client has sole ownership of any Client Data it provides to Podium, or otherwise has legal rights to provide such Client Data, and Client Data will not violate third-party rights, including intellectual property, privacy, and publicity rights; (b) Podium’s possession and/or use of the Client Data on Client’s behalf in connection with the Services, as contemplated hereunder, will not violate any contract, statute, regulation, or other third-party rights; (c) any Client Data Client and/or Client’s authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, and will only concern Client or the goods and/or services that Client provides; (d) Client is authorized to provide Podium with any Customer, Client, or Authorized User information it provides in connection with the Services, including any personally identifying information; and (e) Client and/or Client’s Authorized User(s) will only use the Services for interaction with actual Customers. If Client receives any take-down requests or infringement notices related to Client Data or its use of Third-Party Products, it will promptly stop using these items with the Services and notify Podium immediately. Additionally, if an integration is included in the Services Client orders, Client grants Podium the right to access Client’s Data or Client’s CRM system directly or through a third-party service for the purposes of fulfilling Podium’s obligations under this Agreement, and Client warrants that Client is not restricted by law or applicable agreement from granting Podium such right.
5.2. Customer Consent; Intended Use of the Services. Client understands and agrees that the Services are intended to allow Client to communicate electronically only with Client’s own current Customers who have consented to the receipt of such communications and are provided with all necessary notices in accordance with applicable Laws. Accordingly, Client will for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing the Services; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use the Services to make or send communication only in compliance with all Laws, the terms of this Agreement (including the Acceptable Use Policy) and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client also understands and agrees that the Services are intended primarily to be used for transactional and/or informational communications. If Client uses the Services to make or send any written electronic communication (including but not limited text messages) that includes advertisements, marketing, telemarketing, or promotional messaging, as such are defined in applicable Laws (hereinafter, collectively “Marketing”), Client must, in each instance, clearly designate such message(s) as “Marketing” within the Service prior to sending. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated this Section 5.
6. AVAILABILITY OF SERVICES; SUPPORT.
6.1. Availability. Subject to the terms of this Agreement and any scheduled maintenance and unavailability caused by: (a) actions or omissions of Client; (b) failures, errors, or defects in the facilities, hardware, software, or network of Client; or (c) circumstances that constitute a force majeure event or that are beyond Podium’s reasonable control, the Services will be available for access via the Website 99.0% of the time during of the applicable Subscription Term. Client’s sole remedy and Podium’s sole liability for failure to meet the aforementioned availability will be support in accordance with Section 6.2.
6.2. Support. Podium makes available web-based support through the Website. Additional support services may be available to Client subject to payment of applicable fees (if any), as specified in any applicable Subscription Documentation. Any support services are subject to this Agreement and Podium’s applicable support policies, if any. Client is primarily responsible for its own account setup and onboarding. Podium may also provide onboarding, deployment, and other services under this Agreement, including via Third-Party Providers or subcontractors. If applicable, the scope, pricing, and other terms for these additional services will be set forth in the applicable Subscription Documentation. Podium’s ability to deliver the Services will depend on Client’s reasonable and timely cooperation and the accuracy and completeness of any information from Client needed to deliver the Services.
7. FEES AND PAYMENT.
7.1. Fees. Unless otherwise specified on Client's Subscription Documentation, the Services are provided on an ongoing, per license subscription-basis, including automatically recurring payments for periodic charges, according to the terms and conditions of the Subscription Documentation (“Subscription”). Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Additional Terms (collectively, the “Fees”). Except as otherwise specified in the applicable Subscription Documentation, unless Client terminates a Free Access Subscription prior to the lapse of the Free Access Subscription Term, such Services will convert to a paid Subscription and Client agrees to pay Podium the applicable Subscription Fees according to the terms of this Agreement. Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
7.2. Payment of Fees. Unless otherwise specified in the applicable Subscription Documentation, all Subscription Fees will be paid annually in advance (though overage fees, if any, may be charged in arrears), and all references to currency set forth herein will mean U.S. dollars, with all payments hereunder to be made in U.S. dollars. Subscription Fees are non-refundable and non-creditable, except as expressly set forth in Sections 2.3 (Modification of the Services) and 8.3 (Termination for Cause). If the payment method selected on Client's Subscription Documentation is credit card, ACH, or direct debit, Client acknowledges and authorizes Podium to charge Fees and other amounts automatically, on an auto-renew basis on your Subscription Start Date (as defined below) for each subsequent Subscription Term. For the avoidance of doubt, all additional Subscription Fees for additional Services accessed by Client will be billed when the Service is first accessed by Client and automatically, on an auto-renew basis on Client’s existing Subscription Start Date. Podium may from time to time provide notice to Client regarding any Renewal Term(s) and the auto-renew processes. The Subscription will continue unless and until you or Podium terminate your Subscription in accordance with Section 8. You must cancel your Subscription before it renews in order to avoid billing the next periodic Subscription Fees to your account. If Client elects to pay by credit card, then you are responsible for both (a) enabling auto-recharge on your account and (b) ensuring that your account has a sufficient positive balance to cover all Fees when due. Should Podium be unable to process/receive the Fees when due and owing, payment shall be considered overdue. Podium will have the right to charge interest on all overdue amounts equal to the maximum amounts allowed by applicable Law. Additionally, after payment becomes overdue, Podium will have the right to immediately suspend Client’s access to the Services and/or seek to enforce Client’s payment obligations, including through the use of third-party services. If Podium sends Client’s account for collection and/or initiates legal action to collect overdue amounts, Podium may seek to recover all costs and expenses of such action, including reasonable legal or attorney's fees, court costs, and expenses.
7.3. Taxes and Other Governmental or Regulatory Fees. Podium’s Fees are exclusive of all taxes, regulatory fees, or levies and Client must pay any applicable taxes regulatory fees, or levies (which for clients located in Australia, includes any applicable goods and services taxes as set out in a New Tax System (Goods and Services Tax) Act 1999 (Cth)), whether domestic or foreign, other than taxes based on the income of Podium. Client will make tax and regulatory fee payments to Podium to the extent amounts are included on Podium’s invoices.
7.4. Industry Fees and Surcharges. Your use of the Services may also be subject to certain industry-related fees or surcharges (such as fees imposed by telecommunications carriers or other over the top communications providers (for example, 10DLC-related fees)) (collectively, “Industry Fees”). Industry Fees may also include cost recovery fees representing a reasonable recovery of the charges, fees, and administrative expenses imposed on Podium and associated with the provision of the Services to you and your use of the Services. Podium’s Fees are exclusive of any such Industry Fees, and you will be required to pay any such Industry Fees related to your use of the Services. Where required by law, or at our own election, Podium will reflect such Industry Fees as a separate line on your invoice. Industry Fees may change at any time.
7.5. Fee Increase. Podium reserves the right to determine the applicable Fees for any Service(s). While Podium will make reasonable efforts to keep the information relating to Fees published on its Website up to date, you should check the Website periodically for information about current Fees. If any Fees (other than Taxes, Industry Fees, or governmental/regulatory fees, which may change at any time) are specified on your Subscription Documentation, Podium may increase Fees applicable to you upon forty-five (45) days’ prior written notice, effective on the start date of your subsequent Subscription Term (if Client has not elected to opt out of the automatic renewal or renegotiate the Fees). Additionally, notwithstanding the foregoing, Podium may adjust the Payments Services Fees as set forth in the Payments Service Terms. Podium may also, from time to time and in its sole discretion, make promotional offers or different Fees available to its clients or other users. Such promotional offers will not apply to you or this Agreement unless specified in writing in your Subscription Documentation.
8. TERM AND TERMINATION.
8.1. Term. This Agreement is effective until the applicable Subscription Term for the Services has expired or the Subscription is terminated as expressly permitted herein. Unless otherwise stated in Client’s Subscription Documentation, the initial term for any Subscription to the Services is twelve (12) months and will automatically renew for subsequent periods of equal duration (the “Subscription Term”), unless either party gives written notice of non-renewal at least one (1) month before the end of the then-current Subscription Term. Client may give notice of non-renewal by sending an email to support@podium.com. If no Subscription start date is specified on the applicable Subscription Documentation, the Subscription starts when Client first obtains access to the Services (“Subscription Start Date”). By agreeing to any Subscription Documentation, Client is agreeing to pay applicable fees for the entire Subscription Term. Client cannot cancel or terminate a Subscription Term except as expressly permitted by this Section 8.1 (Term) or Section 8.3 (Termination for Cause). Unless Client’s Subscription Documentation expressly states otherwise, any additional Services purchased during Client’s Subscription Term will be coterminous with Client’s most recent Podium platform Subscription Term.
8.2. Suspension of Services. Podium may suspend Client’s (or any Authorized User’s, as applicable) access to the Services if: (a) Client’s account is overdue, or (b) Client has exceeded its Scope of Use limits. Podium may also suspend Client’s (or any Authorized User’s, as applicable) access to the Services, remove Client Data, or disable Third-Party Products if it determines that: (i) Client has breached Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations); or (ii) suspension is necessary to prevent harm or liability to other clients of Podium or third parties or to preserve the security, stability, availability, or integrity of the Services. Podium will have no liability for taking action as permitted above. For avoidance of doubt, Client will remain responsible for payment of Fees during any suspension period other than for any suspension that: (a) is not due to the fault of the Client, and (b) lasts longer than five (5) days. Unless this Agreement has been terminated, Podium will cooperate with Client to restore access to the Services once it verifies that Client has resolved the condition requiring suspension.
8.3. Termination for Cause. Either party may terminate this Agreement, including any related Subscription Documentation, if the other party: (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter) (or in the case of clients located in Australia, such party has a liquidator appointed or otherwise ceases to carry on business). If Client terminates during the Subscription Term for any reason other than the foregoing, Client will be responsible for the Fees due for the entire Subscription Term. Podium may also terminate this Agreement or any related Subscription Documentation immediately if Client breaches Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations), for repeated violations of other Sections of this Agreement, or if applicable, a breach of the parties’ BAA.
8.4. Effect of Termination. Upon any expiration or termination of this Agreement or any Subscription Documentation: (a) Client’s license rights will terminate and it must immediately cease use of the Services (including any related Podium Technology) and delete (or, at Podium’s request, return) any and all copies of any Podium documentation, scripts, passwords or access codes, and any other Podium Confidential Information in Client’s possession, custody, or control; and (b) Client’s right to access any Client Data in the applicable Services will cease, and unless otherwise precluded by a BAA or other obligation under applicable Law, Podium may delete any such data in its possession at any time. If Podium terminates this Agreement for cause as provided in Section 8.3 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Client. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
8.5. Survival. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions); 3 (Use Rights; Restrictions); 4 (Client Data); 7 (Fees and Payment); 8 (Term and Termination); 9 (Confidential Information); 10 (Podium Technology); 11 (Third-Party Providers and Third-Party Products); 12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); 15 (Dispute Resolution); and 16 (General).
9. CONFIDENTIAL INFORMATION.
9.1. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, subcontractors, or Authorized Users having a legitimate need to know (which, for Podium, includes the subcontractors referenced in Section 16.6), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 9 and these recipients are bound to confidentiality obligations no less protective than this Section.
9.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law, subpoenas, or court orders, provided it uses commercially reasonable efforts to notify the other party (where permitted to do so) and cooperates in any effort by the other party to obtain confidential treatment for the information.
9.3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
10. PODIUM TECHNOLOGY.
10.1. Ownership and Updates. By accepting this Agreement, Client acknowledges that it is obtaining only a limited right to use the Services and irrespective of any use of the words “purchase”, “sale”, or similar terms, no ownership rights are transferred to Client under this Agreement and, except as expressly permitted by such limited right, Client may not make any use of Podium Technology. Client agrees that Podium (or its suppliers) exclusively retains all rights, title, and interest (including all intellectual property rights) in and to all Services, products, any and all related documentation, software, technology, code, know-how, logos, trademarks, service marks, and templates (including in any reports or output obtained from the Services), anything delivered as part of support, materials or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Suggestions (as defined below) provided by Podium (collectively, "Podium Technology") (which is deemed Podium’s Confidential Information) and reserves any licenses not specifically granted herein. Furthermore, Podium exclusively owns and reserves all right, title, and interest in and to Podium’s Confidential Information and any data, in anonymized or aggregated form that does not identify you, any end users, or any natural person, generated or derived from the use or operation of the Services, including volumes, frequencies, bounce rates, and performance results for the Services. The Services are offered as an online, hosted product. Accordingly, Client acknowledges and agrees that it has no right to obtain a copy of the software behind any Services and that Podium at its option may make updates, bug fixes, modifications, or improvements to the Services from time-to-time.
10.2. Suggestions. If Client elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, “Suggestions”), Client hereby grants Podium a worldwide, perpetual, non-revocable, sublicensable, royalty-free right, and license to use, copy, disclose, license, distribute, and exploit any such Suggestions in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Suggestions or otherwise.
11. THIRD-PARTY PROVIDERS AND THIRD-PARTY PRODUCTS.
Podium may, from time to time, contract with a third party to facilitate certain features of the Services, including as described in Section 16.6 of this Agreement. Podium may also allow or facilitate Client to make arrangements with other third-party providers that provide products or services in connection with, but which are not included in, the Services as defined in this Agreement (“Third-Party Provider(s)”). If Client elects to use any Third-Party Provider(s) or any applications, integrations, add-ons, software, code, online services, systems, and other products that are not Podium Technology (“Third-Party Products”) in connection with the Services, such Third-Party Provider(s) or Third-Party Products may make Third-Party Content available to Client and may access Client’s instance of the Services, including Client Data. Client agrees and acknowledges that use of such Third-Party Provider(s) or Third-Party Products may require Client to enter into separate terms and conditions with such third-party. Unless Podium expressly agrees otherwise in a signed writing, Podium (a) is not a party to any such terms; (b) will not be liable thereunder; (c) does not warrant or support Third-Party Providers, Third-Party Products; or Third-Party Content; and (d) disclaims all responsibility and liability for Third-Party Providers and their access to the Services, including their modification, deletion, disclosure, or collection of Client Data. Podium is not responsible in any way for Client Data once it is transmitted, copied, or removed from the Services. Unless Podium expressly states otherwise in signed writing, Third-Party Providers are not “subcontractors'' under this Agreement, and Podium disclaims all responsibility and liability for the actions or omissions of any Third-Party Providers, including but not limited to Developers.
12. INDEMNIFICATION.
12.1. Indemnification by Client. Client will indemnify and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) your unauthorized use of, or misuse of, the Services, including but not limited to the Podium Marketplace and Podium API, as applicable; (b) your violation of, or any claim that you have violated, any applicable Law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party (including but not limited to your Customers, any Developer Partners, and any Third-Party Providers); (d) any demand, dispute, or issue (including without limitation fee disputes) between you and any Payment Service Provider(s) (as defined in the applicable Additional Terms); (e) any Client Data; (f) Podium’s use, as contemplated in this Agreement, of any information provided to Podium by you or your Customers; (g) breach or alleged breach of this Agreement, including Client’s warranties and obligations; or (h) if applicable, any breach or alleged breach of Client’s obligations contained in the BAA. Client also agrees to defend the Podium Entities against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event Podium assumes exclusive defense of such claims, Client agrees to cooperate with our defense of any such claims. Client may not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12.2. Indemnification by Podium. Podium will indemnify and hold Client harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to (a) Podium’s gross negligence or willful misconduct; or (b) Podium’s infringement, misappropriation, or violation of a third party’s intellectual property rights. Podium also agrees to defend Client against these claims at Client’s request, but Client may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. Podium must not settle any claim without Client’s prior written consent if the settlement does not fully release Client from liability or would require Client to admit fault, pay any amounts, or take or refrain from taking any action.
12.3. Exclusions to Podium’s Indemnification. Podium will not be required to indemnify Client under Section 12.2(b) above, to the extent that the infringement, misappropriation, or violation of a third party’s intellectual property rights arises from: (a) modification of the Services by Client, its Authorized Users, Developer Partners, Third-Party Providers, affiliates, employees, or contractors in conflict with Client’s obligations or as a result of any prohibited activity under this Agreement, (b) use of the Services in a manner inconsistent with this Agreement, the Acceptable Use Policy, the Additional Terms, the Subscription Documentation, or any other agreement related to this Agreement, or (c) use of the Services in combination with any other application, product, or service not provided by Podium if such claim would not have occurred without such combination.
13. DISCLAIMERS.
13.1. EXCEPT AS PROVIDED EXPRESSLY HEREIN, ALL PODIUM TECHNOLOGY AND RELATED SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH THE PODIUM TECHNOLOGY ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM TECHNOLOGY WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM TECHNOLOGY WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, AND PODIUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY PROVIDERS, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON PODIUM TECHNOLOGY OR PODIUM’S RELATED SERVICES (INCLUDING CHANGES TO CLIENT PROPERTIES). THE DISCLAIMERS IN THIS SECTION 13 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
13.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS CLIENT(S) DO NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
13.3. For Clients Located in Australia Only. Neither this Section 13 (Disclaimers) nor Section 14 (Limitations of Liability) below excludes, restricts, or modifies the application of any provision of the Australian Consumer Law (ACL) (whether applicable as a law of the Commonwealth, or any state or territory of Australia), the exercise of any right to remedy conferred by the ACL, or the liability of Podium for a failure to comply with any applicable consumer guarantees where to do so would contravene the ACL or cause any part of these sections to be void. Additionally, Section 13.2 above does not apply to the extent Client is entitled to a right to rely under applicable Law.
14. LIMITATIONS OF LIABILITY.
14.1. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL PODIUM OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PODIUM’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CLIENT TO PODIUM FOR THE APPLICABLE SERVICE(S) OR RELATED SERVICE(S) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, PODIUM’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 14 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 14 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY PODIUM TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14.2. FOR CLIENTS LOCATED IN AUSTRALIA ONLY. TO THE EXTENT THAT LIABILITY CANNOT BE EXCLUDED UNDER THIS SECTION 14, AND WHERE THE ACL APPLIES, PODIUM’S LIABILITY IS LIMITED AT THE OPTION OF PODIUM TO (A) IN THE CASE OF ANY PRODUCT, ANY ONE OR MORE OF THE FOLLOWING (i) THE REPLACEMENT OF THE PRODUCT OR THE SUPPLY OF EQUIVALENT PRODUCT, (ii) THE REPAIR OF THE PRODUCT, (iii) THE PAYMENT OF THE COST OF REPLACING THE PRODUCT OR OF ACQUIRING EQUIVALENT PRODUCT, OR (iv) THE PAYMENT OF THE COST OF HAVING THE PRODUCT REQUIRED, IF APPLICABLE; AND (B) IN THE CASE OF ANY PODIUM TECHNOLOGY OR SERVICES OR RELATED SERVICES PERFORMED BY PODIUM: (i) THE SUPPLY OF THOSE SERVICES AGAIN, OR (ii) THE PAYMENT OF THE COST OF HAVING THOSE SERVICES APPLIED AGAIN.
15. DISPUTE RESOLUTION.
If a dispute arises between the parties related to this Agreement or the Services provided therefrom, and the dispute cannot be settled through informal negotiations, the parties agree to resolve their dispute (referred to herein as “Claim(s)”) as follows:
15.1. Mediation. The parties agree to participate in mediation to settle their Claims in accordance with the rules and procedures found in Utah Code § 78B-10-101 et seq. (Utah Uniform Mediation Act and referred to as “UUMA”) (or for clients located in Australia, the rules and procedures found in the Institute of Arbitrators and Mediators Australia Mediation Rules (“Rules”)) and this Agreement before a party can file a judicial action, whether in a court of law, an administrative body, government agency, or otherwise. If there are any conflicting provisions between UUMA (or for clients located in Australia, the Rules) and this Agreement, the provisions in this Agreement will govern.
15.1.1. Notice. Mediation must be conducted within sixty (60) days from a party receiving written notice of Claims from a complaining party. The notice must contain a detailed description of the nature of the Claims and the requested relief sought.
15.1.2. Mediator Selection and Mediator Fees. A neutral mediator will be selected as mutually agreed upon by the parties. The mediator’s fees and costs will be paid to the mediator at the end of mediation, with both parties equally sharing the mediation costs and paying their own legal fees and costs.
15.1.3. Location. Mediation will occur in Salt Lake City, Utah, unless you are located in Australia, in which case mediation will occur in Melbourne, Victoria, Australia.
15.2. Judicial Action. If the parties are unable to resolve the Claim pursuant to the mandatory mediation referenced above (or if one of the parties refuses to participate in the mandatory mediation or fails to respond to a complaining party’s request for mediation), the parties may subsequently file a judicial action.
15.3. Disputes Not Subject to the Mediation Process. The following claims or actions are not subject to the mandatory mediation provisions of this Section 15:
15.3.1. A request for an order of injunctive relief and any related incidental damages;
15.3.2. A request for an order to prevent the disclosure of or misuse of Confidential Information or trade secrets; and/or
15.3.3. Enforcement of Client’s payment obligations as set forth under Section 7.
16. GENERAL.
16.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign or purport to assign any of its rights or obligations under this Agreement without the advance written consent of the other party (which must not be unreasonably withheld), except that Podium may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.
16.2. Notices. Any notice or communication to Podium under this Agreement must be in writing. Client must send any notices under this Agreement (including breach notices) to Podium Headquarters (include “Attn. Legal Department” in the subject line) or by email to legal@podium.com. Podium may send notices to the e-mail addresses on Client’s account or, at Podium’s option, to Client’s last-known postal address. Podium may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of such notice on Podium’s Website or the Services. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Podium is not responsible for any automatic filtering Client or its network provider may apply to email notifications.
16.3. Publicity. Unless otherwise specified in the applicable Subscription Documentation, Podium may use Client’s name, logo, and marks to identify Client as a Podium Client on Podium’s website and other marketing materials.
16.4. Podium Communication with Client. You agree that Podium may send you emails and text messages, including transactional, operational, and marketing messages, possibly using automated technology, to the email or phone number you provide to Podium. Message and/or data rates may apply to such messages, and you may opt out at any time. You will keep your contact information up to date and will notify Podium immediately in the event that your contact information changes.
16.5. Referral Programs. Podium may, from time to time, and in its sole discretion, offer referral programs or opportunities to certain Podium clients or users. Such programs or opportunities may include incentives for such clients or users to promote Podium and/or its Services to their family or friends. Participation in such programs or opportunities is completely voluntary and is subject to this Agreement and the Podium Referral Program Terms (“Referral Program Terms”). Podium may modify, discontinue, or terminate any referral program or similar opportunity at any time, without notice.
16.6. Subcontractors. Podium may use subcontractors and permit them to exercise the rights granted to Podium in order to provide the Services and related services under this Agreement. Except as otherwise set forth in the DPA, Podium will not be required to obtain Client’s consent or provide notice of such subcontracting or delegation. To avoid any doubt, Podium remains responsible for the performance of its obligations or the exercise of its rights under this Agreement regardless of any subcontracting or delegation.
16.7. Subpoenas. Nothing in this Agreement prevents Podium from disclosing Client Data to the extent required by law, subpoenas, or court orders, but Podium will use commercially reasonable efforts to notify Client where permitted to do so.
16.8. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
16.9. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
16.10. Amendments; Waivers. Podium may update or modify these Terms (including the Additional Terms and any referenced policies and other documents) from time to time by giving reasonable notice and posting a revised version on the Website or Services or by notification via the email associated with your account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Subscription Term. Immaterial modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, will constitute acceptance of the updated Terms. If Client does not agree to the updated Terms, Client will no longer have the right to use the Services, except where applicable Law requires different treatment. Except as otherwise described in this Section 16.10, any modification, supplementation, replacement, novation or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights or delay in exercising any right under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
16.11. Headings. The headings used in this Agreement are for ease of reference only. They are not intended as a complete restatement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.
16.12. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.
16.13. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Client acknowledges that each Subscription only permits use by and for the legal entity or entities identified in the Subscription Documentation and not any affiliates. Furthermore, Client’s affiliates are not permitted to use the Services under these Terms unless an affiliate agrees to these Terms individually and creates its own account.
16.14. Attorneys’ Fees and Costs. The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.
16.15. Entire Agreement. This Agreement, including these Terms and any applicable Subscription Documentation, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Podium Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. Any terms provided by Client (including as part of any purchase order or other business form used by Client) are for administrative purposes only and have no legal effect.
16.16. Counterparts; Electronic Transmission. This Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery will be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.
16.17. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
16.17.1. Australia Clients. If you are a Podium client located in Australia, this Agreement is governed by the laws of Victoria, Australia. To the extent permitted by law, the courts of Victoria, Australia, will be the exclusive jurisdiction for disputes arising out of or in connection with this Agreement.
16.18. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
16.19. Notice Regarding Apple. This Section 16.19 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Podium only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (a) product liability claims; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Effective: August 15, 2024
Effective January 31st 2024 to August 15th 2024
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Table of Contents
Podium Terms of Service
Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (individually and collectively, the “Website”), is owned and operated by Podium Corporation, Inc. (“Podium,” “we,” “us,” or “our”). By using, installing, or accessing the Website or Services (as defined below), by signing or clicking to accept these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to be bound by the following terms and conditions (together, these “Terms”, or this “Agreement”).
If you are using a Podium Service on behalf of a company, organization, or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee, agent, or other authorized representative with all necessary authority to bind that entity to this Agreement.
This Agreement includes and hereby incorporates by reference any Subscription Documentation executed between you and Podium, as well as any policies or exhibits linked to or referenced herein. If you have entered into a separate written agreement with Podium concerning specific Services, the terms of such agreement control if there is any conflict between the terms of such agreement and these Terms. Please note that we may modify this Agreement as described in Section 16.10 below.
1. DEFINITIONS.
1.1. “Business Associate Agreement” (hereinafter “BAA”) means a written agreement between a Covered Entity and a Business Associate (as those terms are defined under HIPAA) containing the elements specified at 45 CFR 164.504(e).
1.2. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
1.3. “HIPAA” means the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160 and 162, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160, all as may be amended from time to time.
1.4. "Law(s)” means all applicable local, state, federal, and international laws, rules, and regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, Canada’s Anti-Spam Legislation (“CASL”), the Australian Consumer Law, the AU Privacy Act 1988 (Cth), and the AU Spam Act 2023 (Cth)
1.5. “Protected Health Information” (hereinafter “PHI”) has the same meaning as that term is defined in HIPAA.
1.6. “Territory” means the United States, Canada, and Australia, unless otherwise expressly set forth in Client’s Subscription Documentation.
Other terms are defined in other Sections of this Agreement.
2. SERVICES.
2.1. Services. Podium provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “Phones” (formerly Voice), and “Bulk Messages” (formerly Campaigns), payment processing and related services (“Payments”), certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time (together with the Website, the “Service(s)”). Client will, from time to time, enter into a proposal, quote, services/purchase agreement, order form, statement of work, or otherwise click to accept or agree to an online registration form ("Subscription Documentation"), which references this Agreement and details the Services ordered from Podium and, if applicable, the usage limits or other scope of use descriptions for the Services (including without limitation any usage or volume limits, numerical limits on Authorized Users, and descriptions of product feature levels) (“Scope of Use”). Client may be provided the option to purchase certain Services as part of a package or bundle offer (each, a “Bundle”), as detailed in the applicable Subscription Documentation. The Services included in Podium’s standard Bundles are currently specified here (the Services and pricing available to clients in Australia are currently specified here). Podium has no obligation to provide any services or perform any tasks not specifically set forth in this Agreement, including any applicable Subscription Documentation.
2.2. Alteration of Subscription Documentation. Any amendments or modifications to any existing Subscription Documentation must be agreed to in writing by the parties. Podium has no obligation to perform any Services under any amended Subscription Documentation until the parties have agreed to the effect of such changes on the applicable Fees.
2.3. Modification of the Services. Podium reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), or to alter the offering of the Services (including by adding, limiting, or discontinuing certain Bundles) temporarily or permanently. Podium also reserves the right to replace certain Services and Bundles with functionally equivalent Services or Bundles, at its sole discretion. In the event Podium makes any modification or alteration to the Services or the offering thereof that has a material adverse effect on the functionality of the Services ordered under your Subscription Documentation, Client may terminate this Agreement and receive a pro-rated refund of pre-paid, unused Fees for the remainder of Client’s Subscription Term (as defined below).
2.4. Additional Terms. Client’s subscription to or use of certain Services or features of the Services may be subject to additional terms, policies, rules, or guidelines that we may post on or link to from these Terms or the Services (the “Additional Terms”). To the extent applicable, all Additional Terms are incorporated by this reference into, and made a part of, these Terms. If Client purchases or otherwise uses any of the following Services, Client’s use is subject to and Client accepts the applicable Additional Terms, as set forth below.
2.4.1. Podium Payments. If Client uses Podium Payments, Client agrees to be bound by the Podium Payments Service Terms.
2.4.2. Podium Phones. If Client uses Podium Phones, Client agrees to be bound by the Podium Phones Service Terms.
2.4.3. Podium Marketplace. If Client uses the Podium Marketplace, Client agrees to be bound by the Podium Marketplace Terms of Use.
2.4.4. Podium API. If Client uses the Podium API, Client agrees to be bound by the applicable terms of the Podium API Terms of Use.
2.4.5. Podium Developer Platform. If Client uses the Podium Developer Platform, Client agrees to be bound by the Podium Developer Terms.
3. USE RIGHTS; RESTRICTIONS.
3.1. Use of Services. Subject to all terms of this Agreement, including any Additional Terms, Podium grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory (to the extent available in the Territory) to: (a) install and use an object code copy of any mobile application associated with the Services; and (b) access and use the Services, designated on Client’s Subscription Documentation solely for Client’s internal business purposes, but only in accordance with this Agreement, Podium’s Acceptable Use Policy (“Acceptable Use Policy”), the applicable Subscription Documentation, and all applicable Scope of Use descriptions. Podium makes no representation that the Services are appropriate or available for use in locations outside the Territory (or that all products or features of the Services are available throughout the Territory). Furthermore, accessing the Services from territories where their content or use is illegal, is prohibited under this Agreement. If Client attempts to access or use the Services outside of the Territory, Client does so at its own initiative and is responsible for compliance with all Laws and any costs associated with access or use outside the Territory. You may not use or export the Services in violation of U.S. export laws and regulations.
3.2. Account Registration. Client must register for a Podium account in order to access or receive the Services. Account information must be accurate, current, and complete. Client agrees to keep its account information up to date so that Podium may send notices, statements, and other information by email or through Client’s account. Client is solely responsible for all use of its Services account(s). Podium will not be liable for any loss or damage arising from unauthorized use of Client’s account(s) not directly caused by Podium's actions or omissions.
3.3. Eligibility and Use by Others. By agreeing to these Terms, Client warrants that it and its employees, agents, contractors, and any other users (including but not limited to Developer Partners or Third-Party Providers) whom Client has authorized to access the Services on its behalf (“Authorized Users”): (a) are over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all Laws when using the Services. Client may permit its Authorized Users to use the Services provided their use is for Client’s benefit only and remains in compliance with this Agreement. Authorized Users are and will be subject to the applicable terms and conditions of this Agreement, which may be communicated by posting to the Website or on a click-through basis to Authorized Users upon access to the Services and/or Website.
3.4. Responsibility for Authorized Users. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with this Agreement. Client will be solely responsible for authorizing and creating user IDs, passwords, and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Provided, however, Podium may, in its sole discretion, suspend any Authorized User’s access to the Services, as set forth in Section 8.2 below. Client is solely responsible for ensuring that any user IDs, passwords, and other access credentials (such as API tokens) for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, Client is solely responsible for complying, and ensuring its Authorized Users comply, with all Laws applicable to Client. Client will be solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials and must ensure that each Authorized User has a separate and distinct user account (with separate and distinct access credentials) that is not shared with any other user(s). Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions.
3.5. Use by Customers. Any person that is a client, customer, or patient of Client, or that is a potential client, customer, or patient of Client (“Customer(s)”) who accesses and/or uses the Services, including via Client’s account or website, is subject to the Acceptable Use Policy and such other terms as may be provided by Podium from time to time, which includes Podium’s right to remove or disable access to any Customer or content or resource that violates the Acceptable Use Policy.
3.6. General Restrictions. Client must not (and must not allow any third party to): (a) rent, lease, copy, transfer, sublicense, or provide access to the Podium Technology (as defined below) to a third party (except Authorized Users as specifically authorized above); (b) incorporate the Podium Technology (or any portion thereof) into, or use it with or to provide, any site, product, or service, except as otherwise expressly authorized by Podium in writing; (c) use the Podium Technology (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (d) publicly disseminate information regarding the performance of the Podium Technology (which is deemed Podium’s Confidential Information); (e) modify or create a derivative work of the Podium Technology or any portion thereof or access the services with the intent to copy or create a competitive or derivative product/service; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Podium Technology or Services, except to the extent expressly permitted by applicable Law and then only upon advance notice to Podium; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the Podium Technology other than as specifically permitted above; (i) use the Services in violation of the Acceptable Use Policy; or (j) remove or obscure any proprietary or other notices contained in the Podium Technology including in any reports or output obtained from the Podium Technology.
3.7. Beta Releases and Free Access Subscriptions. Subject to Client’s compliance with the terms of this Agreement, Podium may provide Client with certain Services for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta”, or other early stage Services, integrations, or features (“Beta Release(s)”) for the Subscription Term set forth in the applicable Subscription Documentation (if applicable). This Section 3.7 and any relevant Additional Terms will apply to any Free Access Subscription or Beta Release (even if a Beta Release is provided for a fee or counts towards Client’s Scope of Use allocations) and supersedes any contrary provision in this Agreement. For the avoidance of doubt, Section 6 (Availability of Services; Support) will not apply to any Free Access Subscription or Beta Release; though Podium may use good faith efforts, in its discretion, to assist Client with Free Access Subscriptions or Beta Releases. Without limiting the other disclaimers and limitations in this Agreement, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT FREE ACCESS SUBSCRIPTIONS AND BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH PODIUM WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS AT CLIENT’S SOLE RISK. You may choose to use Free Access Subscriptions and Beta Releases at your sole discretion. Podium makes no guarantees or promises with respect to the continued availability of any Free Access Subscriptions or Beta Releases or that future versions of a Free Access Subscription or Beta Release will be released or will be available under the same commercial or other terms. Podium may discontinue Free Access Subscriptions or Beta Releases at any time, in our sole discretion, and decide not to make them generally available. Notwithstanding anything to the contrary herein, Podium may terminate Client’s right to use any Free Access Subscription or Beta Release at any time and with reasonable notice for any reason or no reason in Podium’s sole discretion, without liability.
4. CLIENT DATA.
4.1. Rights in Client Data. As between the parties, Client retains all right, title, and interest (including any intellectual property rights) in and to any text, images, or other content and data that Client selects or submits for use or incorporation with the Services (including without limitation, chat and message logs, Customer Data, PHI, or any Third-Party Content) (“Client Data”). To the extent Client is a Covered Entity or a Business Associate, as those terms are defined in HIPAA, "Client Data" also includes PHI. “Customer Data” means data related to the identity, characteristics, and activities of Customers, collected or submitted to the Services by Client or captured by the Services. “Third-Party Content” means content, data, or other materials that Client provides to the Podium Services from its third-party data providers, including through Third-Party Products (as defined below) used by Client. Client hereby grants Podium a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Client Data as necessary to provide the Services and related services to Client and as otherwise provided herein and in Podium's Privacy Policy (the "Privacy Policy"), and hereby instructs Podium to do the same. Client further instructs Podium to use and disclose Customer Data as necessary to provide the Services consistent with this Agreement and as otherwise set forth in the Privacy Policy.
4.2. Aggregate/Anonymous Data. Client agrees that Podium will have the right to generate usage data from Client use of the Services and may aggregate anonymized Client Data (“Aggregate/Anonymous Data”). Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is Podium Technology, which Podium may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Podium’s products and services and to create and distribute reports and other materials). Podium will not distribute Aggregate/Anonymous Data in a manner that personally identifies Client or its Customers, or that would otherwise violate applicable Laws. If Client and Podium have entered into a BAA, Podium will use the Aggregate/Anonymous Data only in conformity with the terms of such agreement.
4.3. Monitoring. Client understands and agrees that Podium may monitor and analyze Client Data or Customer Data (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Website or Services; to improve Client’s experience using the Website or Services; to customize and communicate informational or product offerings and promotions to Client; to ensure compliance with the Acceptable Use Policy (including taking corrective action permitted therein); and/or to make the Website or Services more helpful or useful to Client and other users. This may include use of technologies (such as session replay services, transcription services, cookie, pixel, or other tracking technologies) that maintain records of browsing sessions and other activities on the Website and Services. Client also understands that any third-party platform(s) or Third-Party Provider(s) Client elects to use or access in conjunction with the Services may also monitor and analyze the Client Data and/or Customer Data Client uses or accesses in connection with such third-party platforms, to customize and communicate information or product offerings and promotions to Client; to ensure compliance with applicable terms of use; and to make such third-party platform(s) more helpful or useful to Client and other users.
4.4. Security. Podium agrees to maintain physical, technical, and organizational measures designed, in its discretion, to secure its systems from unauthorized access, use, or disclosure. If Client is a Covered Entity or Business Associate, as defined in HIPAA, Podium and Client agree to the terms of Podium’s BAA (currently available at https://legal.podium.com/#baa), which may be amended from time to time, and to secure and utilize PHI in accordance with the BAA. Podium takes no responsibility and assumes no liability for any Client Data other than its express security obligations in this Section 4.4.
4.5. Storage. Podium does not provide an archiving service. During the Subscription Term, Client acknowledges that Podium may delete Client Data no longer in active use. Additionally, Client understands and agrees that following termination, Podium may delete all Client Data in its possession. Except for requirements that are included in any BAA entered into between Podium and Client, Podium expressly disclaims all other obligations with respect to storage.
4.6. Privacy and Data Processing. The Privacy Policy describes how we handle the information you provide to us or we otherwise collect when you and your Customers use the Services. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including, as applicable, the transfer of this information to the United States and other countries for storage, processing, and use by Podium and its affiliates. Additionally, to the extent applicable, the parties agree that Podium’s Data Processing Addendum (“Data Processing Addendum” or “DPA”) (currently available at https://legal.podium.com/#dpa), governs in the event Podium Processes any Covered Data as Client’s Processor or Service Provider (as those terms are defined in the DPA) in connection with this Agreement.
5. CLIENT OBLIGATIONS.
5.1. Warranty. Client warrants and represents that it will use the Services in full compliance with all Laws and terms of this Agreement, including the Acceptable Use Policy, and that it will not use the Services in a manner that would cause Podium to violate any obligation with respect to any such Laws. Client also warrants and represents that: (a) Client has sole ownership of any Client Data it provides to Podium, or otherwise has legal rights to provide such Client Data, and Client Data will not violate third-party rights, including intellectual property, privacy, and publicity rights; (b) Podium’s possession and/or use of the Client Data on Client’s behalf in connection with the Services, as contemplated hereunder, will not violate any contract, statute, regulation, or other third-party rights; (c) any Client Data Client and/or Client’s authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, and will only concern Client or the goods and/or services that Client provides; (d) Client is authorized to provide Podium with any Customer, Client, or Authorized User information it provides in connection with the Services, including any personally identifying information; and (e) Client and/or Client’s Authorized User(s) will only use the Services for interaction with actual Customers. If Client receives any take-down requests or infringement notices related to Client Data or its use of Third-Party Products, it will promptly stop using these items with the Services and notify Podium immediately. Additionally, if an integration is included in the Services Client orders, Client grants Podium the right to access Client’s Data or Client’s CRM system directly or through a third-party service for the purposes of fulfilling Podium’s obligations under this Agreement, and Client warrants that Client is not restricted by law or applicable agreement from granting Podium such right.
5.2. Customer Consent; Intended Use of the Services. Client understands and agrees that the Services are intended to allow Client to communicate electronically only with Client’s own current Customers who have consented to the receipt of such communications and are provided with all necessary notices in accordance with applicable Laws. Accordingly, Client will for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing the Services; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use the Services to make or send communication only in compliance with all Laws, the terms of this Agreement (including the Acceptable Use Policy) and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client also understands and agrees that the Services are intended primarily to be used for transactional and/or informational communications. If Client uses the Services to make or send any written electronic communication (including but not limited text messages) that includes advertisements, marketing, telemarketing, or promotional messaging, as such are defined in applicable Laws (hereinafter, collectively “Marketing”), Client must, in each instance, clearly designate such message(s) as “Marketing” within the Service prior to sending. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated this Section 5.
6. AVAILABILITY OF SERVICES; SUPPORT.
6.1. Availability. Subject to the terms of this Agreement and any scheduled maintenance and unavailability caused by: (a) actions or omissions of Client; (b) failures, errors, or defects in the facilities, hardware, software, or network of Client; or (c) circumstances that constitute a force majeure event or that are beyond Podium’s reasonable control, the Services will be available for access via the Website 99.0% of the time during of the applicable Subscription Term. Client’s sole remedy and Podium’s sole liability for failure to meet the aforementioned availability will be support in accordance with Section 6.2.
6.2. Support. Podium makes available web-based support through the Website. Additional support services may be available to Client subject to payment of applicable fees (if any), as specified in any applicable Subscription Documentation. Any support services are subject to this Agreement and Podium’s applicable support policies, if any. Client is primarily responsible for its own account setup and onboarding. Podium may also provide onboarding, deployment, and other services under this Agreement, including via Third-Party Providers or subcontractors. If applicable, the scope, pricing, and other terms for these additional services will be set forth in the applicable Subscription Documentation. Podium’s ability to deliver the Services will depend on Client’s reasonable and timely cooperation and the accuracy and completeness of any information from Client needed to deliver the Services.
7. FEES AND PAYMENT.
7.1. Fees. Unless otherwise specified on Client's Subscription Documentation, the Services are provided on an ongoing, per license subscription-basis, including automatically recurring payments for periodic charges, according to the terms and conditions of the Subscription Documentation (“Subscription”). Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Additional Terms (collectively, the “Fees”). Except as otherwise specified in the applicable Subscription Documentation, unless Client terminates a Free Access Subscription prior to the lapse of the Free Access Subscription Term, such Services will convert to a paid Subscription and Client agrees to pay Podium the applicable Subscription Fees according to the terms of this Agreement. Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
7.2. Payment of Fees. Unless otherwise specified in the applicable Subscription Documentation, all Subscription Fees will be paid annually in advance (though overage fees, if any, may be charged in arrears), and all references to currency set forth herein will mean U.S. dollars, with all payments hereunder to be made in U.S. dollars. Subscription Fees are non-refundable and non-creditable, except as expressly set forth in Sections 2.3 (Modification of the Services) and 8.3 (Termination for Cause). If the payment method selected on Client's Subscription Documentation is credit card, ACH, or direct debit, Client acknowledges and authorizes Podium to charge Fees and other amounts automatically, on an auto-renew basis on your Subscription Start Date (as defined below) for each subsequent Subscription Term. For the avoidance of doubt, all additional Subscription Fees for additional Services accessed by Client will be billed when the Service is first accessed by Client and automatically, on an auto-renew basis on Client’s existing Subscription Start Date. Podium may from time to time provide notice to Client regarding any Renewal Term(s) and the auto-renew processes. The Subscription will continue unless and until you or Podium terminate your Subscription in accordance with Section 8. You must cancel your Subscription before it renews in order to avoid billing the next periodic Subscription Fees to your account. If Client elects to pay by credit card, then you are responsible for both (a) enabling auto-recharge on your account and (b) ensuring that your account has a sufficient positive balance to cover all Fees when due. Should Podium be unable to process/receive the Fees when due and owing, payment shall be considered overdue. Podium will have the right to charge interest on all overdue amounts equal to the maximum amounts allowed by applicable Law. Additionally, after payment becomes overdue, Podium will have the right to immediately suspend Client’s access to the Services and/or seek to enforce Client’s payment obligations, including through the use of third-party services. If Podium sends Client’s account for collection and/or initiates legal action to collect overdue amounts, Podium may seek to recover all costs and expenses of such action, including reasonable legal or attorney's fees, court costs, and expenses.
7.3. Taxes and Other Governmental or Regulatory Fees. Podium’s Fees are exclusive of all taxes, regulatory fees, or levies and Client must pay any applicable taxes regulatory fees, or levies (which for clients located in Australia, includes any applicable goods and services taxes as set out in a New Tax System (Goods and Services Tax) Act 1999 (Cth)), whether domestic or foreign, other than taxes based on the income of Podium. Client will make tax and regulatory fee payments to Podium to the extent amounts are included on Podium’s invoices.
7.4. Industry Fees and Surcharges. Your use of the Services may also be subject to certain industry-related fees or surcharges (such as fees imposed by telecommunications carriers or other over the top communications providers (for example, 10DLC-related fees)) (collectively, “Industry Fees”). Industry Fees may also include cost recovery fees representing a reasonable recovery of the charges, fees, and administrative expenses imposed on Podium and associated with the provision of the Services to you and your use of the Services. Podium’s Fees are exclusive of any such Industry Fees, and you will be required to pay any such Industry Fees related to your use of the Services. Where required by law, or at our own election, Podium will reflect such Industry Fees as a separate line on your invoice. Industry Fees may change at any time.
7.5. Fee Increase. Podium reserves the right to determine the applicable Fees for any Service(s). While Podium will make reasonable efforts to keep the information relating to Fees published on its Website up to date, you should check the Website periodically for information about current Fees. If any Fees (other than Taxes, Industry Fees, or governmental/regulatory fees, which may change at any time) are specified on your Subscription Documentation, Podium may increase Fees applicable to you upon forty-five (45) days’ prior written notice, effective on the start date of your subsequent Subscription Term (if Client has not elected to opt out of the automatic renewal or renegotiate the Fees). Additionally, notwithstanding the foregoing, Podium may adjust the Payments Services Fees as set forth in the Payments Service Terms. Podium may also, from time to time and in its sole discretion, make promotional offers or different Fees available to its clients or other users. Such promotional offers will not apply to you or this Agreement unless specified in writing in your Subscription Documentation.
8. TERM AND TERMINATION.
8.1. Term. This Agreement is effective until the applicable Subscription Term for the Services has expired or the Subscription is terminated as expressly permitted herein. Unless otherwise stated in Client’s Subscription Documentation, the initial term for any Subscription to the Services is twelve (12) months and will automatically renew for subsequent periods of equal duration (the “Subscription Term”), unless either party gives written notice of non-renewal at least one (1) month before the end of the then-current Subscription Term. Client may give notice of non-renewal by sending an email to support@podium.com. If no Subscription start date is specified on the applicable Subscription Documentation, the Subscription starts when Client first obtains access to the Services (“Subscription Start Date”). By agreeing to any Subscription Documentation, Client is agreeing to pay applicable fees for the entire Subscription Term. Client cannot cancel or terminate a Subscription Term except as expressly permitted by this Section 8.1 (Term) or Section 8.3 (Termination for Cause). Unless Client’s Subscription Documentation expressly states otherwise, any additional Services purchased during Client’s Subscription Term will be coterminous with Client’s most recent Podium platform Subscription Term.
8.2. Suspension of Services. Podium may suspend Client’s (or any Authorized User’s, as applicable) access to the Services if: (a) Client’s account is overdue, or (b) Client has exceeded its Scope of Use limits. Podium may also suspend Client’s (or any Authorized User’s, as applicable) access to the Services, remove Client Data, or disable Third-Party Products if it determines that: (i) Client has breached Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations); or (ii) suspension is necessary to prevent harm or liability to other clients of Podium or third parties or to preserve the security, stability, availability, or integrity of the Services. Podium will have no liability for taking action as permitted above. For avoidance of doubt, Client will remain responsible for payment of Fees during any suspension period other than for any suspension that: (a) is not due to the fault of the Client, and (b) lasts longer than five (5) days. Unless this Agreement has been terminated, Podium will cooperate with Client to restore access to the Services once it verifies that Client has resolved the condition requiring suspension.
8.3. Termination for Cause. Either party may terminate this Agreement, including any related Subscription Documentation, if the other party: (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter) (or in the case of clients located in Australia, such party has a liquidator appointed or otherwise ceases to carry on business). If Client terminates during the Subscription Term for any reason other than the foregoing, Client will be responsible for the Fees due for the entire Subscription Term. Podium may also terminate this Agreement or any related Subscription Documentation immediately if Client breaches Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations), for repeated violations of other Sections of this Agreement, or if applicable, a breach of the parties’ BAA.
8.4. Effect of Termination. Upon any expiration or termination of this Agreement or any Subscription Documentation: (a) Client’s license rights will terminate and it must immediately cease use of the Services (including any related Podium Technology) and delete (or, at Podium’s request, return) any and all copies of any Podium documentation, scripts, passwords or access codes, and any other Podium Confidential Information in Client’s possession, custody, or control; and (b) Client’s right to access any Client Data in the applicable Services will cease, and unless otherwise precluded by a BAA or other obligation under applicable Law, Podium may delete any such data in its possession at any time. If Podium terminates this Agreement for cause as provided in Section 8.3 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Client. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
8.5. Survival. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions); 3 (Use Rights; Restrictions); 4 (Client Data); 7 (Fees and Payment); 8 (Term and Termination); 9 (Confidential Information); 10 (Podium Technology); 11 (Third-Party Providers and Third-Party Products); 12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); 15 (Dispute Resolution); and 16 (General).
9. CONFIDENTIAL INFORMATION.
9.1. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, subcontractors, or Authorized Users having a legitimate need to know (which, for Podium, includes the subcontractors referenced in Section 16.6), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 9 and these recipients are bound to confidentiality obligations no less protective than this Section.
9.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law, subpoenas, or court orders, provided it uses commercially reasonable efforts to notify the other party (where permitted to do so) and cooperates in any effort by the other party to obtain confidential treatment for the information.
9.3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
10. PODIUM TECHNOLOGY.
10.1. Ownership and Updates. By accepting this Agreement, Client acknowledges that it is obtaining only a limited right to use the Services and irrespective of any use of the words “purchase”, “sale”, or similar terms, no ownership rights are transferred to Client under this Agreement and, except as expressly permitted by such limited right, Client may not make any use of Podium Technology. Client agrees that Podium (or its suppliers) exclusively retains all rights, title, and interest (including all intellectual property rights) in and to all Services, products, any and all related documentation, software, technology, code, know-how, logos, trademarks, service marks, and templates (including in any reports or output obtained from the Services), anything delivered as part of support, materials or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Suggestions (as defined below) provided by Podium (collectively, "Podium Technology") (which is deemed Podium’s Confidential Information) and reserves any licenses not specifically granted herein. Furthermore, Podium exclusively owns and reserves all right, title, and interest in and to Podium’s Confidential Information and any data, in anonymized or aggregated form that does not identify you, any end users, or any natural person, generated or derived from the use or operation of the Services, including volumes, frequencies, bounce rates, and performance results for the Services. The Services are offered as an online, hosted product. Accordingly, Client acknowledges and agrees that it has no right to obtain a copy of the software behind any Services and that Podium at its option may make updates, bug fixes, modifications, or improvements to the Services from time-to-time.
10.2. Suggestions. If Client elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, “Suggestions”), Client hereby grants Podium a worldwide, perpetual, non-revocable, sublicensable, royalty-free right, and license to use, copy, disclose, license, distribute, and exploit any such Suggestions in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Suggestions or otherwise.
11. THIRD-PARTY PROVIDERS AND THIRD-PARTY PRODUCTS.
Podium may, from time to time, contract with a third party to facilitate certain features of the Services, including as described in Section 16.6 of this Agreement. Podium may also allow or facilitate Client to make arrangements with other third-party providers that provide products or services in connection with, but which are not included in, the Services as defined in this Agreement (“Third-Party Provider(s)”). If Client elects to use any Third-Party Provider(s) or any applications, integrations, add-ons, software, code, online services, systems, and other products that are not Podium Technology (“Third-Party Products”) in connection with the Services, such Third-Party Provider(s) or Third-Party Products may make Third-Party Content available to Client and may access Client’s instance of the Services, including Client Data. Client agrees and acknowledges that use of such Third-Party Provider(s) or Third-Party Products may require Client to enter into separate terms and conditions with such third-party. Unless Podium expressly agrees otherwise in a signed writing, Podium (a) is not a party to any such terms; (b) will not be liable thereunder; (c) does not warrant or support Third-Party Providers, Third-Party Products; or Third-Party Content; and (d) disclaims all responsibility and liability for Third-Party Providers and their access to the Services, including their modification, deletion, disclosure, or collection of Client Data. Podium is not responsible in any way for Client Data once it is transmitted, copied, or removed from the Services. Unless Podium expressly states otherwise in signed writing, Third-Party Providers are not “subcontractors'' under this Agreement, and Podium disclaims all responsibility and liability for the actions or omissions of any Third-Party Providers, including but not limited to Developers.
12. INDEMNIFICATION.
12.1. Indemnification by Client. Client will indemnify and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) your unauthorized use of, or misuse of, the Services, including but not limited to the Podium Marketplace and Podium API, as applicable; (b) your violation of, or any claim that you have violated, any applicable Law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party (including but not limited to your Customers, any Developer Partners, and any Third-Party Providers); (d) any demand, dispute, or issue (including without limitation fee disputes) between you and any Payment Service Provider(s) (as defined in the applicable Additional Terms); (e) any Client Data; (f) Podium’s use, as contemplated in this Agreement, of any information provided to Podium by you or your Customers; (g) breach or alleged breach of this Agreement, including Client’s warranties and obligations; or (h) if applicable, any breach or alleged breach of Client’s obligations contained in the BAA. Client also agrees to defend the Podium Entities against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event Podium assumes exclusive defense of such claims, Client agrees to cooperate with our defense of any such claims. Client may not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12.2. Indemnification by Podium. Podium will indemnify and hold Client harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to (a) Podium’s gross negligence or willful misconduct; or (b) Podium’s infringement, misappropriation, or violation of a third party’s intellectual property rights. Podium also agrees to defend Client against these claims at Client’s request, but Client may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. Podium must not settle any claim without Client’s prior written consent if the settlement does not fully release Client from liability or would require Client to admit fault, pay any amounts, or take or refrain from taking any action.
12.3. Exclusions to Podium’s Indemnification. Podium will not be required to indemnify Client under Section 12.2(b) above, to the extent that the infringement, misappropriation, or violation of a third party’s intellectual property rights arises from: (a) modification of the Services by Client, its Authorized Users, Developer Partners, Third-Party Providers, affiliates, employees, or contractors in conflict with Client’s obligations or as a result of any prohibited activity under this Agreement, (b) use of the Services in a manner inconsistent with this Agreement, the Acceptable Use Policy, the Additional Terms, the Subscription Documentation, or any other agreement related to this Agreement, or (c) use of the Services in combination with any other application, product, or service not provided by Podium if such claim would not have occurred without such combination.
13. DISCLAIMERS.
13.1. EXCEPT AS PROVIDED EXPRESSLY HEREIN, ALL PODIUM TECHNOLOGY AND RELATED SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH THE PODIUM TECHNOLOGY ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM TECHNOLOGY WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM TECHNOLOGY WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, AND PODIUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY PROVIDERS, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON PODIUM TECHNOLOGY OR PODIUM’S RELATED SERVICES (INCLUDING CHANGES TO CLIENT PROPERTIES). THE DISCLAIMERS IN THIS SECTION 13 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
13.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS CLIENT(S) DO NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
13.3. For Clients Located in Australia Only. Neither this Section 13 (Disclaimers) nor Section 14 (Limitations of Liability) below excludes, restricts, or modifies the application of any provision of the Australian Consumer Law (ACL) (whether applicable as a law of the Commonwealth, or any state or territory of Australia), the exercise of any right to remedy conferred by the ACL, or the liability of Podium for a failure to comply with any applicable consumer guarantees where to do so would contravene the ACL or cause any part of these sections to be void. Additionally, Section 13.2 above does not apply to the extent Client is entitled to a right to rely under applicable Law.
14. LIMITATIONS OF LIABILITY.
14.1. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL PODIUM OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PODIUM’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CLIENT TO PODIUM FOR THE APPLICABLE SERVICE(S) OR RELATED SERVICE(S) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, PODIUM’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 14 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 14 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY PODIUM TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14.2. FOR CLIENTS LOCATED IN AUSTRALIA ONLY. TO THE EXTENT THAT LIABILITY CANNOT BE EXCLUDED UNDER THIS SECTION 14, AND WHERE THE ACL APPLIES, PODIUM’S LIABILITY IS LIMITED AT THE OPTION OF PODIUM TO (A) IN THE CASE OF ANY PRODUCT, ANY ONE OR MORE OF THE FOLLOWING (i) THE REPLACEMENT OF THE PRODUCT OR THE SUPPLY OF EQUIVALENT PRODUCT, (ii) THE REPAIR OF THE PRODUCT, (iii) THE PAYMENT OF THE COST OF REPLACING THE PRODUCT OR OF ACQUIRING EQUIVALENT PRODUCT, OR (iv) THE PAYMENT OF THE COST OF HAVING THE PRODUCT REQUIRED, IF APPLICABLE; AND (B) IN THE CASE OF ANY PODIUM TECHNOLOGY OR SERVICES OR RELATED SERVICES PERFORMED BY PODIUM: (i) THE SUPPLY OF THOSE SERVICES AGAIN, OR (ii) THE PAYMENT OF THE COST OF HAVING THOSE SERVICES APPLIED AGAIN.
15. DISPUTE RESOLUTION.
If a dispute arises between the parties related to this Agreement or the Services provided therefrom, and the dispute cannot be settled through informal negotiations, the parties agree to resolve their dispute (referred to herein as “Claim(s)”) as follows:
15.1. Mediation. The parties agree to participate in mediation to settle their Claims in accordance with the rules and procedures found in Utah Code § 78B-10-101 et seq. (Utah Uniform Mediation Act and referred to as “UUMA”) (or for clients located in Australia, the rules and procedures found in the Institute of Arbitrators and Mediators Australia Mediation Rules (“Rules”)) and this Agreement before a party can file a judicial action, whether in a court of law, an administrative body, government agency, or otherwise. If there are any conflicting provisions between UUMA (or for clients located in Australia, the Rules) and this Agreement, the provisions in this Agreement will govern.
15.1.1. Notice. Mediation must be conducted within sixty (60) days from a party receiving written notice of Claims from a complaining party. The notice must contain a detailed description of the nature of the Claims and the requested relief sought.
15.1.2. Mediator Selection and Mediator Fees. A neutral mediator will be selected as mutually agreed upon by the parties. The mediator’s fees and costs will be paid to the mediator at the end of mediation, with both parties equally sharing the mediation costs and paying their own legal fees and costs.
15.1.3. Location. Mediation will occur in Salt Lake City, Utah, unless you are located in Australia, in which case mediation will occur in Melbourne, Victoria, Australia.
15.2. Judicial Action. If the parties are unable to resolve the Claim pursuant to the mandatory mediation referenced above (or if one of the parties refuses to participate in the mandatory mediation or fails to respond to a complaining party’s request for mediation), the parties may subsequently file a judicial action.
15.3. Disputes Not Subject to the Mediation Process. The following claims or actions are not subject to the mandatory mediation provisions of this Section 15:
15.3.1. A request for an order of injunctive relief and any related incidental damages;
15.3.2. A request for an order to prevent the disclosure of or misuse of Confidential Information or trade secrets; and/or
15.3.3. Enforcement of Client’s payment obligations as set forth under Section 7.
16. GENERAL.
16.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign or purport to assign any of its rights or obligations under this Agreement without the advance written consent of the other party (which must not be unreasonably withheld), except that Podium may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.
16.2. Notices. Any notice or communication to Podium under this Agreement must be in writing. Client must send any notices under this Agreement (including breach notices) to Podium Headquarters (include “Attn. Legal Department” in the subject line) or by email to legal@podium.com. Podium may send notices to the e-mail addresses on Client’s account or, at Podium’s option, to Client’s last-known postal address. Podium may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of such notice on Podium’s Website or the Services. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Podium is not responsible for any automatic filtering Client or its network provider may apply to email notifications.
16.3. Publicity. Unless otherwise specified in the applicable Subscription Documentation, Podium may use Client’s name, logo, and marks to identify Client as a Podium Client on Podium’s website and other marketing materials.
16.4. Podium Communication with Client. You agree that Podium may send you emails and text messages, including transactional, operational, and marketing messages, possibly using automated technology, to the email or phone number you provide to Podium. Message and/or data rates may apply to such messages, and you may opt out at any time. You will keep your contact information up to date and will notify Podium immediately in the event that your contact information changes.
16.5. Referral Programs. Podium may, from time to time, and in its sole discretion, offer referral programs or opportunities to certain Podium clients or users. Such programs or opportunities may include incentives for such clients or users to promote Podium and/or its Services to their family or friends. Participation in such programs or opportunities is completely voluntary and is subject to this Agreement and the Podium Referral Program Terms (“Referral Program Terms”). Podium may modify, discontinue, or terminate any referral program or similar opportunity at any time, without notice.
16.6. Subcontractors. Podium may use subcontractors and permit them to exercise the rights granted to Podium in order to provide the Services and related services under this Agreement. Except as otherwise set forth in the DPA, Podium will not be required to obtain Client’s consent or provide notice of such subcontracting or delegation. To avoid any doubt, Podium remains responsible for the performance of its obligations or the exercise of its rights under this Agreement regardless of any subcontracting or delegation.
16.7. Subpoenas. Nothing in this Agreement prevents Podium from disclosing Client Data to the extent required by law, subpoenas, or court orders, but Podium will use commercially reasonable efforts to notify Client where permitted to do so.
16.8. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
16.9. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
16.10. Amendments; Waivers. Podium may update or modify these Terms (including the Additional Terms and any referenced policies and other documents) from time to time by giving reasonable notice and posting a revised version on the Website or Services or by notification via the email associated with your account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Subscription Term. Immaterial modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, will constitute acceptance of the updated Terms. If Client does not agree to the updated Terms, Client will no longer have the right to use the Services, except where applicable Law requires different treatment. Except as otherwise described in this Section 16.10, any modification, supplementation, replacement, novation or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights or delay in exercising any right under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
16.11. Headings. The headings used in this Agreement are for ease of reference only. They are not intended as a complete restatement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.
16.12. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.
16.13. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Client acknowledges that each Subscription only permits use by and for the legal entity or entities identified in the Subscription Documentation and not any affiliates. Furthermore, Client’s affiliates are not permitted to use the Services under these Terms unless an affiliate agrees to these Terms individually and creates its own account.
16.14. Attorneys’ Fees and Costs. The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.
16.15. Entire Agreement. This Agreement, including these Terms and any applicable Subscription Documentation, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Podium Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. Any terms provided by Client (including as part of any purchase order or other business form used by Client) are for administrative purposes only and have no legal effect.
16.16. Counterparts; Electronic Transmission. This Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery will be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.
16.17. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
16.17.1. Australia Clients. If you are a Podium client located in Australia, this Agreement is governed by the laws of Victoria, Australia. To the extent permitted by law, the courts of Victoria, Australia, will be the exclusive jurisdiction for disputes arising out of or in connection with this Agreement.
16.18. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
16.19. Notice Regarding Apple. This Section 16.19 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Podium only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (a) product liability claims; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Effective: November 1, 2023
Effective November 8th 2023 to January 31st 2024
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Table of Contents
Podium Terms of Service
Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (individually and collectively, the “Website”), is owned and operated by Podium Corporation, Inc. (“Podium,” “we,” “us,” or “our”). By using, installing, or accessing the Website or Services (as defined below), by signing or clicking to accept these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to be bound by the following terms and conditions (together, these “Terms”, or this “Agreement”).
If you are using a Podium Service on behalf of a company, organization, or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee, agent, or other authorized representative with all necessary authority to bind that entity to this Agreement.
This Agreement includes and hereby incorporates by reference any Subscription Documentation executed between you and Podium, as well as any policies or exhibits linked to or referenced herein. If you have entered into a separate written agreement with Podium concerning specific Services, the terms of such agreement control if there is any conflict between the terms of such agreement and these Terms. Please note that we may modify this Agreement as described in Section 16.10 below.
1. DEFINITIONS.
1.1. “Business Associate Agreement” (hereinafter “BAA”) means a written agreement between a Covered Entity and a Business Associate (as those terms are defined under HIPAA) containing the elements specified at 45 CFR 164.504(e).
1.2. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
1.3. “HIPAA” means the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160 and 162, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160, all as may be amended from time to time.
1.4. "Law(s)” means all applicable local, state, federal, and international laws, rules, and regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, Canada’s Anti-Spam Legislation (“CASL”), the Australian Consumer Law, the AU Privacy Act 1988 (Cth), and the AU Spam Act 2023 (Cth)
1.5. “Protected Health Information” (hereinafter “PHI”) has the same meaning as that term is defined in HIPAA.
1.6. “Territory” means the United States, Canada, and Australia, unless otherwise expressly set forth in Client’s Subscription Documentation.
Other terms are defined in other Sections of this Agreement.
2. SERVICES.
2.1. Services. Podium provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “Phones” (formerly Voice), and “Bulk Messages” (formerly Campaigns), payment processing and related services (“Payments”), certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time (together with the Website, the “Service(s)”). Client will, from time to time, enter into a proposal, quote, services/purchase agreement, order form, statement of work, or otherwise click to accept or agree to an online registration form ("Subscription Documentation"), which references this Agreement and details the Services ordered from Podium and, if applicable, the usage limits or other scope of use descriptions for the Services (including without limitation any usage or volume limits, numerical limits on Authorized Users, and descriptions of product feature levels) (“Scope of Use”). Client may be provided the option to purchase certain Services as part of a package or bundle offer (each, a “Bundle”), as detailed in the applicable Subscription Documentation. The Services included in Podium’s standard Bundles are currently specified here (the Services and pricing available to clients in Australia are currently specified here). Podium has no obligation to provide any services or perform any tasks not specifically set forth in this Agreement, including any applicable Subscription Documentation.
2.2. Alteration of Subscription Documentation. Any amendments or modifications to any existing Subscription Documentation must be agreed to in writing by the parties. Podium has no obligation to perform any Services under any amended Subscription Documentation until the parties have agreed to the effect of such changes on the applicable Fees.
2.3. Modification of the Services. Podium reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), or to alter the offering of the Services (including by adding, limiting, or discontinuing certain Bundles) temporarily or permanently. Podium also reserves the right to replace certain Services and Bundles with functionally equivalent Services or Bundles, at its sole discretion. In the event Podium makes any modification or alteration to the Services or the offering thereof that has a material adverse effect on the functionality of the Services ordered under your Subscription Documentation, Client may terminate this Agreement and receive a pro-rated refund of pre-paid, unused Fees for the remainder of Client’s Subscription Term (as defined below).
2.4. Additional Terms. Client’s subscription to or use of certain Services or features of the Services may be subject to additional terms, policies, rules, or guidelines that we may post on or link to from these Terms or the Services (the “Additional Terms”). To the extent applicable, all Additional Terms are incorporated by this reference into, and made a part of, these Terms. If Client purchases or otherwise uses any of the following Services, Client’s use is subject to and Client accepts the applicable Additional Terms, as set forth below.
2.4.1. Podium Payments. If Client uses Podium Payments, Client agrees to be bound by the Podium Payments Service Terms.
2.4.2. Podium Phones. If Client uses Podium Phones, Client agrees to be bound by the Podium Phones Service Terms.
2.4.3. Podium Marketplace. If Client uses the Podium Marketplace, Client agrees to be bound by the Podium Marketplace Terms of Use.
2.4.4. Podium API. If Client uses the Podium API, Client agrees to be bound by the applicable terms of the Podium API Terms of Use.
2.4.5. Podium Developer Platform. If Client uses the Podium Developer Platform, Client agrees to be bound by the Podium Developer Terms.
3. USE RIGHTS; RESTRICTIONS.
3.1. Use of Services. Subject to all terms of this Agreement, including any Additional Terms, Podium grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory (to the extent available in the Territory) to: (a) install and use an object code copy of any mobile application associated with the Services; and (b) access and use the Services, designated on Client’s Subscription Documentation solely for Client’s internal business purposes, but only in accordance with this Agreement, Podium’s Acceptable Use Policy (“Acceptable Use Policy”), the applicable Subscription Documentation, and all applicable Scope of Use descriptions. Podium makes no representation that the Services are appropriate or available for use in locations outside the Territory (or that all products or features of the Services are available throughout the Territory). Furthermore, accessing the Services from territories where their content or use is illegal, is prohibited under this Agreement. If Client attempts to access or use the Services outside of the Territory, Client does so at its own initiative and is responsible for compliance with all Laws and any costs associated with access or use outside the Territory. You may not use or export the Services in violation of U.S. export laws and regulations.
3.2. Account Registration. Client must register for a Podium account in order to access or receive the Services. Account information must be accurate, current, and complete. Client agrees to keep its account information up to date so that Podium may send notices, statements, and other information by email or through Client’s account. Client is solely responsible for all use of its Services account(s). Podium will not be liable for any loss or damage arising from unauthorized use of Client’s account(s) not directly caused by Podium's actions or omissions.
3.3. Eligibility and Use by Others. By agreeing to these Terms, Client warrants that it and its employees, agents, contractors, and any other users (including but not limited to Developer Partners or Third-Party Providers) whom Client has authorized to access the Services on its behalf (“Authorized Users”): (a) are over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all Laws when using the Services. Client may permit its Authorized Users to use the Services provided their use is for Client’s benefit only and remains in compliance with this Agreement. Authorized Users are and will be subject to the applicable terms and conditions of this Agreement, which may be communicated by posting to the Website or on a click-through basis to Authorized Users upon access to the Services and/or Website.
3.4. Responsibility for Authorized Users. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with this Agreement. Client will be solely responsible for authorizing and creating user IDs, passwords, and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Provided, however, Podium may, in its sole discretion, suspend any Authorized User’s access to the Services, as set forth in Section 8.2 below. Client is solely responsible for ensuring that any user IDs, passwords, and other access credentials (such as API tokens) for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, Client is solely responsible for complying, and ensuring its Authorized Users comply, with all Laws applicable to Client. Client will be solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials and must ensure that each Authorized User has a separate and distinct user account (with separate and distinct access credentials) that is not shared with any other user(s). Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions.
3.5. Use by Customers. Any person that is a client, customer, or patient of Client, or that is a potential client, customer, or patient of Client (“Customer(s)”) who accesses and/or uses the Services, including via Client’s account or website, is subject to the Acceptable Use Policy and such other terms as may be provided by Podium from time to time, which includes Podium’s right to remove or disable access to any Customer or content or resource that violates the Acceptable Use Policy.
3.6. General Restrictions. Client must not (and must not allow any third party to): (a) rent, lease, copy, transfer, sublicense, or provide access to the Podium Technology (as defined below) to a third party (except Authorized Users as specifically authorized above); (b) incorporate the Podium Technology (or any portion thereof) into, or use it with or to provide, any site, product, or service, except as otherwise expressly authorized by Podium in writing; (c) use the Podium Technology (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (d) publicly disseminate information regarding the performance of the Podium Technology (which is deemed Podium’s Confidential Information); (e) modify or create a derivative work of the Podium Technology or any portion thereof or access the services with the intent to copy or create a competitive or derivative product/service; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Podium Technology or Services, except to the extent expressly permitted by applicable Law and then only upon advance notice to Podium; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the Podium Technology other than as specifically permitted above; (i) use the Services in violation of the Acceptable Use Policy; or (j) remove or obscure any proprietary or other notices contained in the Podium Technology including in any reports or output obtained from the Podium Technology.
3.7. Beta Releases and Free Access Subscriptions. Subject to Client’s compliance with the terms of this Agreement, Podium may provide Client with certain Services for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta”, or other early stage Services, integrations, or features (“Beta Release(s)”) for the Subscription Term set forth in the applicable Subscription Documentation (if applicable). This Section 3.7 and any relevant Additional Terms will apply to any Free Access Subscription or Beta Release (even if a Beta Release is provided for a fee or counts towards Client’s Scope of Use allocations) and supersedes any contrary provision in this Agreement. For the avoidance of doubt, Section 6 (Availability of Services; Support) will not apply to any Free Access Subscription or Beta Release; though Podium may use good faith efforts, in its discretion, to assist Client with Free Access Subscriptions or Beta Releases. Without limiting the other disclaimers and limitations in this Agreement, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT FREE ACCESS SUBSCRIPTIONS AND BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH PODIUM WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS AT CLIENT’S SOLE RISK. You may choose to use Free Access Subscriptions and Beta Releases at your sole discretion. Podium makes no guarantees or promises with respect to the continued availability of any Free Access Subscriptions or Beta Releases or that future versions of a Free Access Subscription or Beta Release will be released or will be available under the same commercial or other terms. Podium may discontinue Free Access Subscriptions or Beta Releases at any time, in our sole discretion, and decide not to make them generally available. Notwithstanding anything to the contrary herein, Podium may terminate Client’s right to use any Free Access Subscription or Beta Release at any time and with reasonable notice for any reason or no reason in Podium’s sole discretion, without liability.
4. CLIENT DATA.
4.1. Rights in Client Data. As between the parties, Client retains all right, title, and interest (including any intellectual property rights) in and to any text, images, or other content and data that Client selects or submits for use or incorporation with the Services (including without limitation, chat and message logs, Customer Data, PHI, or any Third-Party Content) (“Client Data”). To the extent Client is a Covered Entity or a Business Associate, as those terms are defined in HIPAA, "Client Data" also includes PHI. “Customer Data” means data related to the identity, characteristics, and activities of Customers, collected or submitted to the Services by Client or captured by the Services. “Third-Party Content” means content, data, or other materials that Client provides to the Podium Services from its third-party data providers, including through Third-Party Products (as defined below) used by Client. Client hereby grants Podium a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Client Data as necessary to provide the Services and related services to Client and as otherwise provided herein and in Podium's Privacy Policy (the "Privacy Policy"), and hereby instructs Podium to do the same. Client further instructs Podium to use and disclose Customer Data as necessary to provide the Services consistent with this Agreement and as otherwise set forth in the Privacy Policy.
4.2. Aggregate/Anonymous Data. Client agrees that Podium will have the right to generate usage data from Client use of the Services and may aggregate anonymized Client Data (“Aggregate/Anonymous Data”). Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is Podium Technology, which Podium may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Podium’s products and services and to create and distribute reports and other materials). Podium will not distribute Aggregate/Anonymous Data in a manner that personally identifies Client or its Customers, or that would otherwise violate applicable Laws. If Client and Podium have entered into a BAA, Podium will use the Aggregate/Anonymous Data only in conformity with the terms of such agreement.
4.3. Monitoring. Client understands and agrees that Podium may monitor and analyze Client Data or Customer Data (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Website or Services; to improve Client’s experience using the Website or Services; to customize and communicate informational or product offerings and promotions to Client; to ensure compliance with the Acceptable Use Policy (including taking corrective action permitted therein); and/or to make the Website or Services more helpful or useful to Client and other users. This may include use of technologies (such as session replay services, transcription services, cookie, pixel, or other tracking technologies) that maintain records of browsing sessions and other activities on the Website and Services. Client also understands that any third-party platform(s) or Third-Party Provider(s) Client elects to use or access in conjunction with the Services may also monitor and analyze the Client Data and/or Customer Data Client uses or accesses in connection with such third-party platforms, to customize and communicate information or product offerings and promotions to Client; to ensure compliance with applicable terms of use; and to make such third-party platform(s) more helpful or useful to Client and other users.
4.4. Security. Podium agrees to maintain physical, technical, and organizational measures designed, in its discretion, to secure its systems from unauthorized access, use, or disclosure. If Client is a Covered Entity or Business Associate, as defined in HIPAA, Podium and Client agree to the terms of Podium’s BAA (currently available at https://legal.podium.com/#baa), which may be amended from time to time, and to secure and utilize PHI in accordance with the BAA. Podium takes no responsibility and assumes no liability for any Client Data other than its express security obligations in this Section 4.4.
4.5. Storage. Podium does not provide an archiving service. During the Subscription Term, Client acknowledges that Podium may delete Client Data no longer in active use. Additionally, Client understands and agrees that following termination, Podium may delete all Client Data in its possession. Except for requirements that are included in any BAA entered into between Podium and Client, Podium expressly disclaims all other obligations with respect to storage.
4.6. Privacy and Data Processing. The Privacy Policy describes how we handle the information you provide to us or we otherwise collect when you and your Customers use the Services. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including, as applicable, the transfer of this information to the United States and other countries for storage, processing, and use by Podium and its affiliates. Additionally, to the extent applicable, the parties agree that Podium’s Data Processing Addendum (“Data Processing Addendum” or “DPA”) (currently available at https://legal.podium.com/#dpa), governs in the event Podium Processes any Covered Data as Client’s Processor or Service Provider (as those terms are defined in the DPA) in connection with this Agreement.
5. CLIENT OBLIGATIONS.
5.1. Warranty. Client warrants and represents that it will use the Services in full compliance with all Laws and terms of this Agreement, including the Acceptable Use Policy, and that it will not use the Services in a manner that would cause Podium to violate any obligation with respect to any such Laws. Client also warrants and represents that: (a) Client has sole ownership of any Client Data it provides to Podium, or otherwise has legal rights to provide such Client Data, and Client Data will not violate third-party rights, including intellectual property, privacy, and publicity rights; (b) Podium’s possession and/or use of the Client Data on Client’s behalf in connection with the Services, as contemplated hereunder, will not violate any contract, statute, regulation, or other third-party rights; (c) any Client Data Client and/or Client’s authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, and will only concern Client or the goods and/or services that Client provides; (d) Client is authorized to provide Podium with any Customer, Client, or Authorized User information it provides in connection with the Services, including any personally identifying information; and (e) Client and/or Client’s Authorized User(s) will only use the Services for interaction with actual Customers. If Client receives any take-down requests or infringement notices related to Client Data or its use of Third-Party Products, it will promptly stop using these items with the Services and notify Podium immediately. Additionally, if an integration is included in the Services Client orders, Client grants Podium the right to access Client’s Data or Client’s CRM system directly or through a third-party service for the purposes of fulfilling Podium’s obligations under this Agreement, and Client warrants that Client is not restricted by law or applicable agreement from granting Podium such right.
5.2. Customer Consent; Intended Use of the Services. Client understands and agrees that the Services are intended to allow Client to communicate electronically only with Client’s own current Customers who have consented to the receipt of such communications and are provided with all necessary notices in accordance with applicable Laws. Accordingly, Client will for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing the Services; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use the Services to make or send communication only in compliance with all Laws, the terms of this Agreement (including the Acceptable Use Policy) and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client also understands and agrees that the Services are intended primarily to be used for transactional and/or informational communications. If Client uses the Services to make or send any written electronic communication (including but not limited text messages) that includes advertisements, marketing, telemarketing, or promotional messaging, as such are defined in applicable Laws (hereinafter, collectively “Marketing”), Client must, in each instance, clearly designate such message(s) as “Marketing” within the Service prior to sending. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated this Section 5.
6. AVAILABILITY OF SERVICES; SUPPORT.
6.1. Availability. Subject to the terms of this Agreement and any scheduled maintenance and unavailability caused by: (a) actions or omissions of Client; (b) failures, errors, or defects in the facilities, hardware, software, or network of Client; or (c) circumstances that constitute a force majeure event or that are beyond Podium’s reasonable control, the Services will be available for access via the Website 99.0% of the time during of the applicable Subscription Term. Client’s sole remedy and Podium’s sole liability for failure to meet the aforementioned availability will be support in accordance with Section 6.2.
6.2. Support. Podium makes available web-based support through the Website. Additional support services may be available to Client subject to payment of applicable fees (if any), as specified in any applicable Subscription Documentation. Any support services are subject to this Agreement and Podium’s applicable support policies, if any. Client is primarily responsible for its own account setup and onboarding. Podium may also provide onboarding, deployment, and other services under this Agreement, including via Third-Party Providers or subcontractors. If applicable, the scope, pricing, and other terms for these additional services will be set forth in the applicable Subscription Documentation. Podium’s ability to deliver the Services will depend on Client’s reasonable and timely cooperation and the accuracy and completeness of any information from Client needed to deliver the Services.
7. FEES AND PAYMENT.
7.1. Fees. Unless otherwise specified on Client's Subscription Documentation, the Services are provided on an ongoing, per license subscription-basis, including automatically recurring payments for periodic charges, according to the terms and conditions of the Subscription Documentation (“Subscription”). Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Additional Terms (collectively, the “Fees”). Except as otherwise specified in the applicable Subscription Documentation, unless Client terminates a Free Access Subscription prior to the lapse of the Free Access Subscription Term, such Services will convert to a paid Subscription and Client agrees to pay Podium the applicable Subscription Fees according to the terms of this Agreement. Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
7.2. Payment of Fees. Unless otherwise specified in the applicable Subscription Documentation, all Subscription Fees will be paid annually in advance (though overage fees, if any, may be charged in arrears), and all references to currency set forth herein will mean U.S. dollars, with all payments hereunder to be made in U.S. dollars. Subscription Fees are non-refundable and non-creditable, except as expressly set forth in Sections 2.3 (Modification of the Services) and 8.3 (Termination for Cause). If the payment method selected on Client's Subscription Documentation is credit card, ACH, or direct debit, Client acknowledges and authorizes Podium to charge Fees and other amounts automatically, on an auto-renew basis on your Subscription Start Date (as defined below) for each subsequent Subscription Term. For the avoidance of doubt, all additional Subscription Fees for additional Services accessed by Client will be billed when the Service is first accessed by Client and automatically, on an auto-renew basis on Client’s existing Subscription Start Date. Podium may from time to time provide notice to Client regarding any Renewal Term(s) and the auto-renew processes. The Subscription will continue unless and until you or Podium terminate your Subscription in accordance with Section 8. You must cancel your Subscription before it renews in order to avoid billing the next periodic Subscription Fees to your account. If Client elects to pay by credit card, then you are responsible for both (a) enabling auto-recharge on your account and (b) ensuring that your account has a sufficient positive balance to cover all Fees when due. Should Podium be unable to process/receive the Fees when due and owing, payment shall be considered overdue. Podium will have the right to charge interest on all overdue amounts equal to the maximum amounts allowed by applicable Law. Additionally, after payment becomes overdue, Podium will have the right to immediately suspend Client’s access to the Services and/or seek to enforce Client’s payment obligations, including through the use of third-party services. If Podium sends Client’s account for collection and/or initiates legal action to collect overdue amounts, Podium may seek to recover all costs and expenses of such action, including reasonable legal or attorney's fees, court costs, and expenses.
7.3. Taxes and Other Governmental or Regulatory Fees. Podium’s Fees are exclusive of all taxes, regulatory fees, or levies and Client must pay any applicable taxes regulatory fees, or levies (which for clients located in Australia, includes any applicable goods and services taxes as set out in a New Tax System (Goods and Services Tax) Act 1999 (Cth)), whether domestic or foreign, other than taxes based on the income of Podium. Client will make tax and regulatory fee payments to Podium to the extent amounts are included on Podium’s invoices.
7.4. Industry Fees and Surcharges. Your use of the Services may also be subject to certain industry-related fees or surcharges (such as fees imposed by telecommunications carriers or other over the top communications providers (for example, 10DLC-related fees)) (collectively, “Industry Fees”). Industry Fees may also include cost recovery fees representing a reasonable recovery of the charges, fees, and administrative expenses imposed on Podium and associated with the provision of the Services to you and your use of the Services. Podium’s Fees are exclusive of any such Industry Fees, and you will be required to pay any such Industry Fees related to your use of the Services. Where required by law, or at our own election, Podium will reflect such Industry Fees as a separate line on your invoice. Industry Fees may change at any time.
7.5. Fee Increase. Podium reserves the right to determine the applicable Fees for any Service(s). While Podium will make reasonable efforts to keep the information relating to Fees published on its Website up to date, you should check the Website periodically for information about current Fees. If any Fees (other than Taxes, Industry Fees, or governmental/regulatory fees, which may may change at any time) are specified on your Subscription Documentation, Podium may increase Fees applicable to you upon forty-five (45) days’ prior written notice, effective on the start date of your subsequent Subscription Term (if Client has not elected to opt out of the automatic renewal or renegotiate the Fees). Additionally, notwithstanding the foregoing, Podium may adjust the Payments Services Fees as set forth in the Payments Service Terms. Podium may also, from time to time and in its sole discretion, make promotional offers or different Fees available to its clients or other users. Such promotional offers will not apply to you or this Agreement unless specified in writing in your Subscription Documentation.
8. TERM AND TERMINATION.
8.1. Term. This Agreement is effective until the applicable Subscription Term for the Services has expired or the Subscription is terminated as expressly permitted herein. Unless otherwise stated in Client’s Subscription Documentation, the initial term for any Subscription to the Services is twelve (12) months and will automatically renew for subsequent periods of equal duration (the “Subscription Term”), unless either party gives written notice of non-renewal at least one (1) month before the end of the then-current Subscription Term. Client may give notice of non-renewal by sending an email to support@podium.com. If no Subscription start date is specified on the applicable Subscription Documentation, the Subscription starts when Client first obtains access to the Services (“Subscription Start Date”). By agreeing to any Subscription Documentation, Client is agreeing to pay applicable fees for the entire Subscription Term. Client cannot cancel or terminate a Subscription Term except as expressly permitted by this Section 8.1 (Term) or Section 8.3 (Termination for Cause). Unless Client’s Subscription Documentation expressly states otherwise, any additional Services purchased during Client’s Subscription Term will be coterminous with Client’s most recent Podium platform Subscription Term.
8.2. Suspension of Services. Podium may suspend Client’s (or any Authorized User’s, as applicable) access to the Services if: (a) Client’s account is overdue, or (b) Client has exceeded its Scope of Use limits. Podium may also suspend Client’s (or any Authorized User’s, as applicable) access to the Services, remove Client Data, or disable Third-Party Products if it determines that: (i) Client has breached Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations); or (ii) suspension is necessary to prevent harm or liability to other clients of Podium or third parties or to preserve the security, stability, availability, or integrity of the Services. Podium will have no liability for taking action as permitted above. For avoidance of doubt, Client will remain responsible for payment of Fees during any suspension period other than for any suspension that: (a) is not due to the fault of the Client, and (b) lasts longer than five (5) days. Unless this Agreement has been terminated, Podium will cooperate with Client to restore access to the Services once it verifies that Client has resolved the condition requiring suspension.
8.3. Termination for Cause. Either party may terminate this Agreement, including any related Subscription Documentation, if the other party: (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter) (or in the case of clients located in Australia, such party has a liquidator appointed or otherwise ceases to carry on business). If Client terminates during the Subscription Term for any reason other than the foregoing, Client will be responsible for the Fees due for the entire Subscription Term. Podium may also terminate this Agreement or any related Subscription Documentation immediately if Client breaches Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations), for repeated violations of other Sections of this Agreement, or if applicable, a breach of the parties’ BAA.
8.4. Effect of Termination. Upon any expiration or termination of this Agreement or any Subscription Documentation: (a) Client’s license rights will terminate and it must immediately cease use of the Services (including any related Podium Technology) and delete (or, at Podium’s request, return) any and all copies of any Podium documentation, scripts, passwords or access codes, and any other Podium Confidential Information in Client’s possession, custody, or control; and (b) Client’s right to access any Client Data in the applicable Services will cease, and unless otherwise precluded by a BAA or other obligation under applicable Law, Podium may delete any such data in its possession at any time. If Podium terminates this Agreement for cause as provided in Section 8.3 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Client. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
8.5. Survival. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions); 3 (Use Rights; Restrictions); 4 (Client Data); 7 (Fees and Payment); 8 (Term and Termination); 9 (Confidential Information); 10 (Podium Technology); 11 (Third-Party Providers and Third-Party Products); 12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); 15 (Dispute Resolution); and 16 (General).
9. CONFIDENTIAL INFORMATION.
9.1. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, subcontractors, or Authorized Users having a legitimate need to know (which, for Podium, includes the subcontractors referenced in Section 16.6), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 9 and these recipients are bound to confidentiality obligations no less protective than this Section.
9.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law, subpoenas, or court orders, provided it uses commercially reasonable efforts to notify the other party (where permitted to do so) and cooperates in any effort by the other party to obtain confidential treatment for the information.
9.3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
10. PODIUM TECHNOLOGY.
10.1. Ownership and Updates. By accepting this Agreement, Client acknowledges that it is obtaining only a limited right to use the Services and irrespective of any use of the words “purchase”, “sale”, or similar terms, no ownership rights are transferred to Client under this Agreement and, except as expressly permitted by such limited right, Client may not make any use of Podium Technology. Client agrees that Podium (or its suppliers) exclusively retains all rights, title, and interest (including all intellectual property rights) in and to all Services, products, any and all related documentation, software, technology, code, know-how, logos, trademarks, service marks, and templates (including in any reports or output obtained from the Services), anything delivered as part of support, materials or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Suggestions (as defined below) provided by Podium (collectively, "Podium Technology") (which is deemed Podium’s Confidential Information) and reserves any licenses not specifically granted herein. Furthermore, Podium exclusively owns and reserves all right, title, and interest in and to Podium’s Confidential Information and any data, in anonymized or aggregated form that does not identify you, any end users, or any natural person, generated or derived from the use or operation of the Services, including volumes, frequencies, bounce rates, and performance results for the Services. The Services are offered as an online, hosted product. Accordingly, Client acknowledges and agrees that it has no right to obtain a copy of the software behind any Services and that Podium at its option may make updates, bug fixes, modifications, or improvements to the Services from time-to-time.
10.2. Suggestions. If Client elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, “Suggestions”), Client hereby grants Podium a worldwide, perpetual, non-revocable, sublicensable, royalty-free right, and license to use, copy, disclose, license, distribute, and exploit any such Suggestions in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Suggestions or otherwise.
11. THIRD-PARTY PROVIDERS AND THIRD-PARTY PRODUCTS.
Podium may, from time to time, contract with a third party to facilitate certain features of the Services, including as described in Section 16.6 of this Agreement. Podium may also allow or facilitate Client to make arrangements with other third-party providers that provide products or services in connection with, but which are not included in, the Services as defined in this Agreement (“Third-Party Provider(s)”). If Client elects to use any Third-Party Provider(s) or any applications, integrations, add-ons, software, code, online services, systems, and other products that are not Podium Technology (“Third-Party Products”) in connection with the Services, such Third-Party Provider(s) or Third-Party Products may make Third-Party Content available to Client and may access Client’s instance of the Services, including Client Data. Client agrees and acknowledges that use of such Third-Party Provider(s) or Third-Party Products may require Client to enter into separate terms and conditions with such third-party. Unless Podium expressly agrees otherwise in a signed writing, Podium (a) is not a party to any such terms; (b) will not be liable thereunder; (c) does not warrant or support Third-Party Providers, Third-Party Products; or Third-Party Content; and (d) disclaims all responsibility and liability for Third-Party Providers and their access to the Services, including their modification, deletion, disclosure, or collection of Client Data. Podium is not responsible in any way for Client Data once it is transmitted, copied, or removed from the Services. Unless Podium expressly states otherwise in signed writing, Third-Party Providers are not “subcontractors'' under this Agreement, and Podium disclaims all responsibility and liability for the actions or omissions of any Third-Party Providers, including but not limited to Developers.
12. INDEMNIFICATION.
12.1. Indemnification by Client. Client will indemnify and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) your unauthorized use of, or misuse of, the Services, including but not limited to the Podium Marketplace and Podium API, as applicable; (b) your violation of, or any claim that you have violated, any applicable Law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party (including but not limited to your Customers, any Developer Partners, and any Third-Party Providers); (d) any demand, dispute, or issue (including without limitation fee disputes) between you and any Payment Service Provider(s) (as defined in the applicable Additional Terms); (e) any Client Data; (f) Podium’s use, as contemplated in this Agreement, of any information provided to Podium by you or your Customers; (g) breach or alleged breach of this Agreement, including Client’s warranties and obligations; or (h) if applicable, any breach or alleged breach of Client’s obligations contained in the BAA. Client also agrees to defend the Podium Entities against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event Podium assumes exclusive defense of such claims, Client agrees to cooperate with our defense of any such claims. Client may not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12.2. Indemnification by Podium. Podium will indemnify and hold Client harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to (a) Podium’s gross negligence or willful misconduct; or (b) Podium’s infringement, misappropriation, or violation of a third party’s intellectual property rights. Podium also agrees to defend Client against these claims at Client’s request, but Client may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. Podium must not settle any claim without Client’s prior written consent if the settlement does not fully release Client from liability or would require Client to admit fault, pay any amounts, or take or refrain from taking any action.
12.3. Exclusions to Podium’s Indemnification. Podium will not be required to indemnify Client under Section 12.2(b) above, to the extent that the infringement, misappropriation, or violation of a third party’s intellectual property rights arises from: (a) modification of the Services by Client, its Authorized Users, Developer Partners, Third-Party Providers, affiliates, employees, or contractors in conflict with Client’s obligations or as a result of any prohibited activity under this Agreement, (b) use of the Services in a manner inconsistent with this Agreement, the Acceptable Use Policy, the Additional Terms, the Subscription Documentation, or any other agreement related to this Agreement, or (c) use of the Services in combination with any other application, product, or service not provided by Podium if such claim would not have occurred without such combination.
13. DISCLAIMERS.
13.1. EXCEPT AS PROVIDED EXPRESSLY HEREIN, ALL PODIUM TECHNOLOGY AND RELATED SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH THE PODIUM TECHNOLOGY ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM TECHNOLOGY WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM TECHNOLOGY WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, AND PODIUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY PROVIDERS, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON PODIUM TECHNOLOGY OR PODIUM’S RELATED SERVICES (INCLUDING CHANGES TO CLIENT PROPERTIES). THE DISCLAIMERS IN THIS SECTION 13 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
13.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS CLIENT(S) DO NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
13.3. For Clients Located in Australia Only. Neither this Section 13 (Disclaimers) nor Section 14 (Limitations of Liability) below excludes, restricts, or modifies the application of any provision of the Australian Consumer Law (ACL) (whether applicable as a law of the Commonwealth, or any state or territory of Australia), the exercise of any right to remedy conferred by the ACL, or the liability of Podium for a failure to comply with any applicable consumer guarantees where to do so would contravene the ACL or cause any part of these sections to be void. Additionally, Section 13.2 above does not apply to the extent Client is entitled to a right to rely under applicable Law.
14. LIMITATIONS OF LIABILITY.
14.1. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL PODIUM OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PODIUM’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CLIENT TO PODIUM FOR THE APPLICABLE SERVICE(S) OR RELATED SERVICE(S) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, PODIUM’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 14 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 14 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY PODIUM TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14.2. FOR CLIENTS LOCATED IN AUSTRALIA ONLY. TO THE EXTENT THAT LIABILITY CANNOT BE EXCLUDED UNDER THIS SECTION 14, AND WHERE THE ACL APPLIES, PODIUM’S LIABILITY IS LIMITED AT THE OPTION OF PODIUM TO (A) IN THE CASE OF ANY PRODUCT, ANY ONE OR MORE OF THE FOLLOWING (i) THE REPLACEMENT OF THE PRODUCT OR THE SUPPLY OF EQUIVALENT PRODUCT, (ii) THE REPAIR OF THE PRODUCT, (iii) THE PAYMENT OF THE COST OF REPLACING THE PRODUCT OR OF ACQUIRING EQUIVALENT PRODUCT, OR (iv) THE PAYMENT OF THE COST OF HAVING THE PRODUCT REQUIRED, IF APPLICABLE; AND (B) IN THE CASE OF ANY PODIUM TECHNOLOGY OR SERVICES OR RELATED SERVICES PERFORMED BY PODIUM: (i) THE SUPPLY OF THOSE SERVICES AGAIN, OR (ii) THE PAYMENT OF THE COST OF HAVING THOSE SERVICES APPLIED AGAIN.
15. DISPUTE RESOLUTION.
If a dispute arises between the parties related to this Agreement or the Services provided therefrom, and the dispute cannot be settled through informal negotiations, the parties agree to resolve their dispute (referred to herein as “Claim(s)”) as follows:
15.1. Mediation. The parties agree to participate in mediation to settle their Claims in accordance with the rules and procedures found in Utah Code § 78B-10-101 et seq. (Utah Uniform Mediation Act and referred to as “UUMA”) (or for clients located in Australia, the rules and procedures found in the Institute of Arbitrators and Mediators Australia Mediation Rules (“Rules”)) and this Agreement before a party can file a judicial action, whether in a court of law, an administrative body, government agency, or otherwise. If there are any conflicting provisions between UUMA (or for clients located in Australia, the Rules) and this Agreement, the provisions in this Agreement will govern.
15.1.1. Notice. Mediation must be conducted within sixty (60) days from a party receiving written notice of Claims from a complaining party. The notice must contain a detailed description of the nature of the Claims and the requested relief sought.
15.1.2. Mediator Selection and Mediator Fees. A neutral mediator will be selected as mutually agreed upon by the parties. The mediator’s fees and costs will be paid to the mediator at the end of mediation, with both parties equally sharing the mediation costs and paying their own legal fees and costs.
15.1.3. Location. Mediation will occur in Salt Lake City, Utah, unless you are located in Australia, in which case mediation will occur in Melbourne, Victoria, Australia.
15.2. Judicial Action. If the parties are unable to resolve the Claim pursuant to the mandatory mediation referenced above (or if one of the parties refuses to participate in the mandatory mediation or fails to respond to a complaining party’s request for mediation), the parties may subsequently file a judicial action.
15.3. Disputes Not Subject to the Mediation Process. The following claims or actions are not subject to the mandatory mediation provisions of this Section 15:
15.3.1. A request for an order of injunctive relief and any related incidental damages;
15.3.2. A request for an order to prevent the disclosure of or misuse of Confidential Information or trade secrets; and/or
15.3.3. Enforcement of Client’s payment obligations as set forth under Section 7.
16. GENERAL.
16.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign or purport to assign any of its rights or obligations under this Agreement without the advance written consent of the other party (which must not be unreasonably withheld), except that Podium may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.
16.2. Notices. Any notice or communication to Podium under this Agreement must be in writing. Client must send any notices under this Agreement (including breach notices) to Podium Headquarters (include “Attn. Legal Department” in the subject line) or by email to legal@podium.com. Podium may send notices to the e-mail addresses on Client’s account or, at Podium’s option, to Client’s last-known postal address. Podium may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of such notice on Podium’s Website or the Services. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Podium is not responsible for any automatic filtering Client or its network provider may apply to email notifications.
16.3. Publicity. Unless otherwise specified in the applicable Subscription Documentation, Podium may use Client’s name, logo, and marks to identify Client as a Podium Client on Podium’s website and other marketing materials.
16.4. Podium Communication with Client. You agree that Podium may send you emails and text messages, including transactional, operational, and marketing messages, possibly using automated technology, to the email or phone number you provide to Podium. Message and/or data rates may apply to such messages, and you may opt out at any time. You will keep your contact information up to date and will notify Podium immediately in the event that your contact information changes.
16.5. Referral Programs. Podium may, from time to time, and in its sole discretion, offer referral programs or opportunities to certain Podium clients or users. Such programs or opportunities may include incentives for such clients or users to promote Podium and/or its Services to their family or friends. Participation in such programs or opportunities is completely voluntary and is subject to this Agreement and the Podium Referral Program Terms (“Referral Program Terms”). Podium may modify, discontinue, or terminate any referral program or similar opportunity at any time, without notice.
16.6. Subcontractors. Podium may use subcontractors and permit them to exercise the rights granted to Podium in order to provide the Services and related services under this Agreement. Except as otherwise set forth in the DPA, Podium will not be required to obtain Client’s consent or provide notice of such subcontracting or delegation. To avoid any doubt, Podium remains responsible for the performance of its obligations or the exercise of its rights under this Agreement regardless of any subcontracting or delegation.
16.7. Subpoenas. Nothing in this Agreement prevents Podium from disclosing Client Data to the extent required by law, subpoenas, or court orders, but Podium will use commercially reasonable efforts to notify Client where permitted to do so.
16.8. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
16.9. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
16.10. Amendments; Waivers. Podium may update or modify these Terms (including the Additional Terms and any referenced policies and other documents) from time to time by giving reasonable notice and posting a revised version on the Website or Services or by notification via the email associated with your account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Subscription Term. Immaterial modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, will constitute acceptance of the updated Terms. If Client does not agree to the updated Terms, Client will no longer have the right to use the Services, except where applicable Law requires different treatment. Except as otherwise described in this Section 16.10, any modification, supplementation, replacement, novation or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights or delay in exercising any right under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
16.11. Headings. The headings used in this Agreement are for ease of reference only. They are not intended as a complete restatement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.
16.12. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.
16.13. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Client acknowledges that each Subscription only permits use by and for the legal entity or entities identified in the Subscription Documentation and not any affiliates. Furthermore, Client’s affiliates are not permitted to use the Services under these Terms unless an affiliate agrees to these Terms individually and creates its own account.
16.14. Attorneys’ Fees and Costs. The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.
16.15. Entire Agreement. This Agreement, including these Terms and any applicable Subscription Documentation, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Podium Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. Any terms provided by Client (including as part of any purchase order or other business form used by Client) are for administrative purposes only and have no legal effect.
16.16. Counterparts; Electronic Transmission. This Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery will be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.
16.17. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
16.17.1. Australia Clients. If you are a Podium client located in Australia, this Agreement is governed by the laws of Victoria, Australia. To the extent permitted by law, the courts of Victoria, Australia, will be the exclusive jurisdiction for disputes arising out of or in connection with this Agreement.
16.18. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
16.19. Notice Regarding Apple. This Section 16.19 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Podium only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (a) product liability claims; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Effective: November 1, 2023
Effective November 3rd 2023 to November 8th 2023
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Table of Contents
Podium Terms of Service
Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (individually and collectively, the “Website”), is owned and operated by Podium Corporation, Inc. (“Podium,” “we,” “us,” or “our”). By using, installing, or accessing the Website or Services (as defined below), by signing or clicking to accept these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to be bound by the following terms and conditions (together, these “Terms”, or this “Agreement”).
If you are using a Podium Service on behalf of a company, organization, or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee, agent, or other authorized representative with all necessary authority to bind that entity to this Agreement.
This Agreement includes and hereby incorporates by reference any Subscription Documentation executed between you and Podium, as well as any policies or exhibits linked to or referenced herein. If you have entered into a separate written agreement with Podium concerning specific Services, the terms of such agreement control if there is any conflict between the terms of such agreement and these Terms. Please note that we may modify this Agreement as described in Section 16.10 below.
1. DEFINITIONS.
1.1. “Business Associate Agreement” (hereinafter “BAA”) means a written agreement between a Covered Entity and a Business Associate (as those terms are defined under HIPAA) containing the elements specified at 45 CFR 164.504(e).
1.2. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
1.3. “HIPAA” means the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160 and 162, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160, all as may be amended from time to time.
1.4. "Law(s)” means all applicable local, state, federal, and international laws, rules, and regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, Canada’s Anti-Spam Legislation (“CASL”), the Australian Consumer Law, the AU Privacy Act 1988 (Cth), and the AU Spam Act 2023 (Cth)
1.5. “Protected Health Information” (hereinafter “PHI”) has the same meaning as that term is defined in HIPAA.
1.6. “Territory” means the United States, Canada, and Australia, unless otherwise expressly set forth in Client’s Subscription Documentation.
Other terms are defined in other Sections of this Agreement.
2. SERVICES.
2.1. Services. Podium provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “Phones” (formerly Voice), and “Bulk Messages” (formerly Campaigns), payment processing and related services (“Payments”), certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time (together with the Website, the “Service(s)”). Client will, from time to time, enter into a proposal, quote, services/purchase agreement, order form, statement of work, or otherwise click to accept or agree to an online registration form ("Subscription Documentation"), which references this Agreement and details the Services ordered from Podium and, if applicable, the usage limits or other scope of use descriptions for the Services (including without limitation any usage or volume limits, numerical limits on Authorized Users, and descriptions of product feature levels) (“Scope of Use”). Client may be provided the option to purchase certain Services as part of a package or bundle offer (each, a “Bundle”), as detailed in the applicable Subscription Documentation. The Services included in Podium’s standard Bundles are currently specified here (the Services and pricing available to clients in Australia are currently specified here). Podium has no obligation to provide any services or perform any tasks not specifically set forth in this Agreement, including any applicable Subscription Documentation.
2.2. Alteration of Subscription Documentation. Any amendments or modifications to any existing Subscription Documentation must be agreed to in writing by the parties. Podium has no obligation to perform any Services under any amended Subscription Documentation until the parties have agreed to the effect of such changes on the applicable Fees.
2.3. Modification of the Services. Podium reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), or to alter the offering of the Services (including by adding, limiting, or discontinuing certain Bundles) temporarily or permanently. Podium also reserves the right to replace certain Services and Bundles with functionally equivalent Services or Bundles, at its sole discretion. In the event Podium makes any modification or alteration to the Services or the offering thereof that has a material adverse effect on the functionality of the Services ordered under your Subscription Documentation, Client may terminate this Agreement and receive a pro-rated refund of pre-paid, unused Fees for the remainder of Client’s Subscription Term (as defined below).
2.4. Additional Terms. Client’s subscription to or use of certain Services or features of the Services may be subject to additional terms, policies, rules, or guidelines that we may post on or link to from these Terms or the Services (the “Additional Terms”). To the extent applicable, all Additional Terms are incorporated by this reference into, and made a part of, these Terms. If Client purchases or otherwise uses any of the following Services, Client’s use is subject to and Client accepts the applicable Additional Terms, as set forth below.
2.4.1. Podium Payments. If Client uses Podium Payments, Client agrees to be bound by the Podium Payments Service Terms.
2.4.2. Podium Phones. If Client uses Podium Phones, Client agrees to be bound by the Podium Phones Service Terms.
2.4.3. Podium Marketplace. If Client uses the Podium Marketplace, Client agrees to be bound by the Podium Marketplace Terms of Use.
2.4.4. Podium API. If Client uses the Podium API, Client agrees to be bound by the applicable terms of the Podium API Terms of Use.
2.4.5. Podium Developer Platform. If Client uses the Podium Developer Platform, Client agrees to be bound by the Podium Developer Terms.
3. USE RIGHTS; RESTRICTIONS.
3.1. Use of Services. Subject to all terms of this Agreement, including any Additional Terms, Podium grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory (to the extent available in the Territory) to: (a) install and use an object code copy of any mobile application associated with the Services; and (b) access and use the Services, designated on Client’s Subscription Documentation solely for Client’s internal business purposes, but only in accordance with this Agreement, Podium’s Acceptable Use Policy (“Acceptable Use Policy”), the applicable Subscription Documentation, and all applicable Scope of Use descriptions. Podium makes no representation that the Services are appropriate or available for use in locations outside the Territory (or that all products or features of the Services are available throughout the Territory). Furthermore, accessing the Services from territories where their content or use is illegal, is prohibited under this Agreement. If Client attempts to access or use the Services outside of the Territory, Client does so at its own initiative and is responsible for compliance with all Laws and any costs associated with access or use outside the Territory. You may not use or export the Services in violation of U.S. export laws and regulations.
3.2. Account Registration. Client must register for a Podium account in order to access or receive the Services. Account information must be accurate, current, and complete. Client agrees to keep its account information up to date so that Podium may send notices, statements, and other information by email or through Client’s account. Client is solely responsible for all use of its Services account(s). Podium will not be liable for any loss or damage arising from unauthorized use of Client’s account(s) not directly caused by Podium's actions or omissions.
3.3. Eligibility and Use by Others. By agreeing to these Terms, Client warrants that it and its employees, agents, contractors, and any other users (including but not limited to Developer Partners or Third-Party Providers) whom Client has authorized to access the Services on its behalf (“Authorized Users”): (a) are over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all Laws when using the Services. Client may permit its Authorized Users to use the Services provided their use is for Client’s benefit only and remains in compliance with this Agreement. Authorized Users are and will be subject to the applicable terms and conditions of this Agreement, which may be communicated by posting to the Website or on a click-through basis to Authorized Users upon access to the Services and/or Website.
3.4. Responsibility for Authorized Users. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with this Agreement. Client will be solely responsible for authorizing and creating user IDs, passwords, and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Provided, however, Podium may, in its sole discretion, suspend any Authorized User’s access to the Services, as set forth in Section 8.2 below. Client is solely responsible for ensuring that any user IDs, passwords, and other access credentials (such as API tokens) for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, Client is solely responsible for complying, and ensuring its Authorized Users comply, with all Laws applicable to Client. Client will be solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials and must ensure that each Authorized User has a separate and distinct user account (with separate and distinct access credentials) that is not shared with any other user(s). Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions.
3.5. Use by Customers. Any person that is a client, customer, or patient of Client, or that is a potential client, customer, or patient of Client (“Customer(s)”) who accesses and/or uses the Services, including via Client’s account or website, is subject to the Acceptable Use Policy and such other terms as may be provided by Podium from time to time, which includes Podium’s right to remove or disable access to any Customer or content or resource that violates the Acceptable Use Policy.
3.6. General Restrictions. Client must not (and must not allow any third party to): (a) rent, lease, copy, transfer, sublicense, or provide access to the Podium Technology (as defined below) to a third party (except Authorized Users as specifically authorized above); (b) incorporate the Podium Technology (or any portion thereof) into, or use it with or to provide, any site, product, or service, except as otherwise expressly authorized by Podium in writing; (c) use the Podium Technology (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (d) publicly disseminate information regarding the performance of the Podium Technology (which is deemed Podium’s Confidential Information); (e) modify or create a derivative work of the Podium Technology or any portion thereof or access the services with the intent to copy or create a competitive or derivative product/service; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Podium Technology or Services, except to the extent expressly permitted by applicable Law and then only upon advance notice to Podium; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the Podium Technology other than as specifically permitted above; (i) use the Services in violation of the Acceptable Use Policy; or (j) remove or obscure any proprietary or other notices contained in the Podium Technology including in any reports or output obtained from the Podium Technology.
3.7. Beta Releases and Free Access Subscriptions. Subject to Client’s compliance with the terms of this Agreement, Podium may provide Client with certain Services for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta”, or other early stage Services, integrations, or features (“Beta Release(s)”) for the Subscription Term set forth in the applicable Subscription Documentation (if applicable). This Section 3.7 and any relevant Additional Terms will apply to any Free Access Subscription or Beta Release (even if a Beta Release is provided for a fee or counts towards Client’s Scope of Use allocations) and supersedes any contrary provision in this Agreement. For the avoidance of doubt, Section 6 (Availability of Services; Support) will not apply to any Free Access Subscription or Beta Release; though Podium may use good faith efforts, in its discretion, to assist Client with Free Access Subscriptions or Beta Releases. Without limiting the other disclaimers and limitations in this Agreement, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT FREE ACCESS SUBSCRIPTIONS AND BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH PODIUM WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS AT CLIENT’S SOLE RISK. You may choose to use Free Access Subscriptions and Beta Releases at your sole discretion. Podium makes no guarantees or promises with respect to the continued availability of any Free Access Subscriptions or Beta Releases or that future versions of a Free Access Subscription or Beta Release will be released or will be available under the same commercial or other terms. Podium may discontinue Free Access Subscriptions or Beta Releases at any time, in our sole discretion, and decide not to make them generally available. Notwithstanding anything to the contrary herein, Podium may terminate Client’s right to use any Free Access Subscription or Beta Release at any time and with reasonable notice for any reason or no reason in Podium’s sole discretion, without liability.
4. CLIENT DATA.
4.1. Rights in Client Data. As between the parties, Client retains all right, title, and interest (including any intellectual property rights) in and to any text, images, or other content and data that Client selects or submits for use or incorporation with the Services (including without limitation, chat and message logs, Customer Data, PHI, or any Third-Party Content) (“Client Data”). To the extent Client is a Covered Entity or a Business Associate, as those terms are defined in HIPAA, "Client Data" also includes PHI. “Customer Data” means data related to the identity, characteristics, and activities of Customers, collected or submitted to the Services by Client or captured by the Services. “Third-Party Content” means content, data, or other materials that Client provides to the Podium Services from its third-party data providers, including through Third-Party Products (as defined below) used by Client. Client hereby grants Podium a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Client Data as necessary to provide the Services and related services to Client and as otherwise provided herein and in Podium's Privacy Policy (the "Privacy Policy"), and hereby instructs Podium to do the same. Client further instructs Podium to use and disclose Customer Data as necessary to provide the Services consistent with this Agreement and as otherwise set forth in the Privacy Policy.
4.2. Aggregate/Anonymous Data. Client agrees that Podium will have the right to generate usage data from Client use of the Services and may aggregate anonymized Client Data (“Aggregate/Anonymous Data”). Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is Podium Technology, which Podium may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Podium’s products and services and to create and distribute reports and other materials). Podium will not distribute Aggregate/Anonymous Data in a manner that personally identifies Client or its Customers, or that would otherwise violate applicable Laws. If Client and Podium have entered into a BAA, Podium will use the Aggregate/Anonymous Data only in conformity with the terms of such agreement.
4.3. Monitoring. Client understands and agrees that Podium may monitor and analyze Client Data or Customer Data (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Website or Services; to improve Client’s experience using the Website or Services; to customize and communicate informational or product offerings and promotions to Client; to ensure compliance with the Acceptable Use Policy (including taking corrective action permitted therein); and/or to make the Website or Services more helpful or useful to Client and other users. This may include use of technologies (such as session replay services, transcription services, cookie, pixel, or other tracking technologies) that maintain records of browsing sessions and other activities on the Website and Services. Client also understands that any third-party platform(s) or Third-Party Provider(s) Client elects to use or access in conjunction with the Services may also monitor and analyze the Client Data and/or Customer Data Client uses or accesses in connection with such third-party platforms, to customize and communicate information or product offerings and promotions to Client; to ensure compliance with applicable terms of use; and to make such third-party platform(s) more helpful or useful to Client and other users.
4.4. Security. Podium agrees to maintain physical, technical, and organizational measures designed, in its discretion, to secure its systems from unauthorized access, use, or disclosure. If Client is a Covered Entity or Business Associate, as defined in HIPAA, Podium and Client agree to the terms of Podium’s BAA (currently available at https://legal.podium.com/#baa), which may be amended from time to time, and to secure and utilize PHI in accordance with the BAA. Podium takes no responsibility and assumes no liability for any Client Data other than its express security obligations in this Section 4.4.
4.5. Storage. Podium does not provide an archiving service. During the Subscription Term, Client acknowledges that Podium may delete Client Data no longer in active use. Additionally, Client understands and agrees that following termination, Podium may delete all Client Data in its possession. Except for requirements that are included in any BAA entered into between Podium and Client, Podium expressly disclaims all other obligations with respect to storage.
4.6. Privacy and Data Processing. The Privacy Policy describes how we handle the information you provide to us or we otherwise collect when you and your Customers use the Services. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including, as applicable, the transfer of this information to the United States and other countries for storage, processing, and use by Podium and its affiliates. Additionally, to the extent applicable, the parties agree that Podium’s Data Processing Addendum (“Data Processing Addendum” or “DPA”) (currently available at https://legal.podium.com/#dpa), governs in the event Podium Processes any Covered Data as Client’s Processor or Service Provider (as those terms are defined in the DPA) in connection with this Agreement.
5. CLIENT OBLIGATIONS.
5.1. Warranty. Client warrants and represents that it will use the Services in full compliance with all Laws and terms of this Agreement, including the Acceptable Use Policy, and that it will not use the Services in a manner that would cause Podium to violate any obligation with respect to any such Laws. Client also warrants and represents that: (a) Client has sole ownership of any Client Data it provides to Podium, or otherwise has legal rights to provide such Client Data, and Client Data will not violate third-party rights, including intellectual property, privacy, and publicity rights; (b) Podium’s possession and/or use of the Client Data on Client’s behalf in connection with the Services, as contemplated hereunder, will not violate any contract, statute, regulation, or other third-party rights; (c) any Client Data Client and/or Client’s authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, and will only concern Client or the goods and/or services that Client provides; (d) Client is authorized to provide Podium with any Customer, Client, or Authorized User information it provides in connection with the Services, including any personally identifying information; and (e) Client and/or Client’s Authorized User(s) will only use the Services for interaction with actual Customers. If Client receives any take-down requests or infringement notices related to Client Data or its use of Third-Party Products, it will promptly stop using these items with the Services and notify Podium immediately. Additionally, if an integration is included in the Services Client orders, Client grants Podium the right to access Client’s Data or Client’s CRM system directly or through a third-party service for the purposes of fulfilling Podium’s obligations under this Agreement, and Client warrants that Client is not restricted by law or applicable agreement from granting Podium such right.
5.2. Customer Consent; Intended Use of the Services. Client understands and agrees that the Services are intended to allow Client to communicate electronically only with Client’s own current Customers who have consented to the receipt of such communications and are provided with all necessary notices in accordance with applicable Laws. Accordingly, Client will for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing the Services; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use the Services to make or send communication only in compliance with all Laws, the terms of this Agreement (including the Acceptable Use Policy) and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client also understands and agrees that the Services are intended primarily to be used for transactional and/or informational communications. If Client uses the Services to make or send any written electronic communication (including but not limited text messages) that includes advertisements, marketing, telemarketing, or promotional messaging, as such are defined in applicable Laws (hereinafter, collectively “Marketing”), Client must, in each instance, clearly designate such message(s) as “Marketing” within the Service prior to sending. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated this Section 5.
6. AVAILABILITY OF SERVICES; SUPPORT.
6.1. Availability. Subject to the terms of this Agreement and any scheduled maintenance and unavailability caused by: (a) actions or omissions of Client; (b) failures, errors, or defects in the facilities, hardware, software, or network of Client; or (c) circumstances that constitute a force majeure event or that are beyond Podium’s reasonable control, the Services will be available for access via the Website 99.0% of the time during of the applicable Subscription Term. Client’s sole remedy and Podium’s sole liability for failure to meet the aforementioned availability will be support in accordance with Section 6.2.
6.2. Support. Podium makes available web-based support through the Website. Additional support services may be available to Client subject to payment of applicable fees (if any), as specified in any applicable Subscription Documentation. Any support services are subject to this Agreement and Podium’s applicable support policies, if any. Client is primarily responsible for its own account setup and onboarding. Podium may also provide onboarding, deployment, and other services under this Agreement, including via Third-Party Providers or subcontractors. If applicable, the scope, pricing, and other terms for these additional services will be set forth in the applicable Subscription Documentation. Podium’s ability to deliver the Services will depend on Client’s reasonable and timely cooperation and the accuracy and completeness of any information from Client needed to deliver the Services.
7. FEES AND PAYMENT.
7.1. Fees. Unless otherwise specified on Client's Subscription Documentation, the Services are provided on an ongoing, per license subscription-basis, including automatically recurring payments for periodic charges, according to the terms and conditions of the Subscription Documentation (“Subscription”). Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Additional Terms (collectively, the “Fees”). Except as otherwise specified in the applicable Subscription Documentation, unless Client terminates a Free Access Subscription prior to the lapse of the Free Access Subscription Term, such Services will convert to a paid Subscription and Client agrees to pay Podium the applicable Subscription Fees according to the terms of this Agreement. Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
7.2. Payment of Fees. Unless otherwise specified in the applicable Subscription Documentation, all Subscription Fees will be paid annually in advance (though overage fees, if any, may be charged in arrears), and all references to currency set forth herein will mean U.S. dollars, with all payments hereunder to be made in U.S. dollars. Subscription Fees are non-refundable and non-creditable, except as expressly set forth in Sections 2.3 (Modification of the Services) and 8.3 (Termination for Cause). If the payment method selected on Client's Subscription Documentation is credit card, ACH, or direct debit, Client acknowledges and authorizes Podium to charge Fees and other amounts automatically, on an auto-renew basis on your Subscription Start Date (as defined below) for each subsequent Subscription Term. For the avoidance of doubt, all additional Subscription Fees for additional Services accessed by Client will be billed when the Service is first accessed by Client and automatically, on an auto-renew basis on Client’s existing Subscription Start Date. Podium may from time to time provide notice to Client regarding any Renewal Term(s) and the auto-renew processes. The Subscription will continue unless and until you or Podium terminate your Subscription in accordance with Section 8. You must cancel your Subscription before it renews in order to avoid billing the next periodic Subscription Fees to your account. If Client elects to pay by credit card, then you are responsible for both (a) enabling auto-recharge on your account and (b) ensuring that your account has a sufficient positive balance to cover all Fees when due. Should Podium be unable to process/receive the Fees when due and owing, payment shall be considered overdue. Podium will have the right to charge interest on all overdue amounts equal to the maximum amounts allowed by applicable Law. Additionally, after payment becomes overdue, Podium will have the right to immediately suspend Client’s access to the Services and/or seek to enforce Client’s payment obligations, including through the use of third-party services. If Podium sends Client’s account for collection and/or initiates legal action to collect overdue amounts, Podium may seek to recover all costs and expenses of such action, including reasonable legal or attorney's fees, court costs, and expenses.
7.3. Taxes and Other Governmental or Regulatory Fees. Podium’s Fees are exclusive of all taxes, regulatory fees, or levies and Client must pay any applicable taxes regulatory fees, or levies (which for clients located in Australia, includes any applicable goods and services taxes as set out in a New Tax System (Goods and Services Tax) Act 1999 (Cth)), whether domestic or foreign, other than taxes based on the income of Podium. Client will make tax and regulatory fee payments to Podium to the extent amounts are included on Podium’s invoices.
7.4. Industry Fees and Surcharges. Your use of the Services may also be subject to certain industry-related fees or surcharges (such as fees imposed by telecommunications carriers or other over the top communications providers (for example, 10DLC-related fees)) (collectively, “Industry Fees”). Industry Fees may also include cost recovery fees representing a reasonable recovery of the charges, fees, and administrative expenses imposed on Podium and associated with the provision of the Services to you and your use of the Services. Podium’s Fees are exclusive of any such Industry Fees, and you will be required to pay any such Industry Fees related to your use of the Services. Where required by law, or at our own election, Podium will reflect such Industry Fees as a separate line on your invoice. Industry Fees may change at any time.
7.5. Fee Increase. Podium reserves the right to determine the applicable Fees for any Service(s). While Podium will make reasonable efforts to keep the information relating to Fees published on its Website up to date, you should check the Website periodically for information about current Fees. If any Fees (other than Taxes, Industry Fees, or governmental/regulatory fees, which may may change at any time) are specified on your Subscription Documentation, Podium may increase Fees applicable to you upon forty-five (45) days’ prior written notice, effective on the start date of your subsequent Subscription Term (if Client has not elected to opt out of the automatic renewal or renegotiate the Fees). Additionally, notwithstanding the foregoing, Podium may adjust the Payments Services Fees as set forth in the Payments Service Terms. Podium may also, from time to time and in its sole discretion, make promotional offers or different Fees available to its clients or other users. Such promotional offers will not apply to you or this Agreement unless specified in writing in your Subscription Documentation.
8. TERM AND TERMINATION.
8.1. Term. This Agreement is effective until the applicable Subscription Term for the Services has expired or the Subscription is terminated as expressly permitted herein. Unless otherwise stated in Client’s Subscription Documentation, the initial term for any Subscription to the Services is twelve (12) months and will automatically renew for subsequent periods of equal duration (the “Subscription Term”), unless either party gives written notice of non-renewal at least one (1) month before the end of the then-current Subscription Term. Client may give notice of non-renewal by sending an email to support@podium.com. If no Subscription start date is specified on the applicable Subscription Documentation, the Subscription starts when Client first obtains access to the Services (“Subscription Start Date”). By agreeing to any Subscription Documentation, Client is agreeing to pay applicable fees for the entire Subscription Term. Client cannot cancel or terminate a Subscription Term except as expressly permitted by this Section 8.1 (Term) or Section 8.3 (Termination for Cause). Unless Client’s Subscription Documentation expressly states otherwise, any additional Services purchased during Client’s Subscription Term will be coterminous with Client’s most recent Podium platform Subscription Term.
8.2. Suspension of Services. Podium may suspend Client’s (or any Authorized User’s, as applicable) access to the Services if: (a) Client’s account is overdue, or (b) Client has exceeded its Scope of Use limits. Podium may also suspend Client’s (or any Authorized User’s, as applicable) access to the Services, remove Client Data, or disable Third-Party Products if it determines that: (i) Client has breached Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations); or (ii) suspension is necessary to prevent harm or liability to other clients of Podium or third parties or to preserve the security, stability, availability, or integrity of the Services. Podium will have no liability for taking action as permitted above. For avoidance of doubt, Client will remain responsible for payment of Fees during any suspension period other than for any suspension that: (a) is not due to the fault of the Client, and (b) lasts longer than five (5) days. Unless this Agreement has been terminated, Podium will cooperate with Client to restore access to the Services once it verifies that Client has resolved the condition requiring suspension.
8.3. Termination for Cause. Either party may terminate this Agreement, including any related Subscription Documentation, if the other party: (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter) (or in the case of clients located in Australia, such party has a liquidator appointed or otherwise ceases to carry on business). If Client terminates during the Subscription Term for any reason other than the foregoing, Client will be responsible for the Fees due for the entire Subscription Term. Podium may also terminate this Agreement or any related Subscription Documentation immediately if Client breaches Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations), for repeated violations of other Sections of this Agreement, or if applicable, a breach of the parties’ BAA.
8.4. Effect of Termination. Upon any expiration or termination of this Agreement or any Subscription Documentation: (a) Client’s license rights will terminate and it must immediately cease use of the Services (including any related Podium Technology) and delete (or, at Podium’s request, return) any and all copies of any Podium documentation, scripts, passwords or access codes, and any other Podium Confidential Information in Client’s possession, custody, or control; and (b) Client’s right to access any Client Data in the applicable Services will cease, and unless otherwise precluded by a BAA or other obligation under applicable Law, Podium may delete any such data in its possession at any time. If Podium terminates this Agreement for cause as provided in Section 8.3 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Client. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
8.5. Survival. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions); 3 (Use Rights; Restrictions); 4 (Client Data); 7 (Fees and Payment); 8 (Term and Termination); 9 (Confidential Information); 10 (Podium Technology); 11 (Third-Party Providers and Third-Party Products); 12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); 15 (Dispute Resolution); and 16 (General).
9. CONFIDENTIAL INFORMATION.
9.1. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, subcontractors, or Authorized Users having a legitimate need to know (which, for Podium, includes the subcontractors referenced in Section 16.6), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 9 and these recipients are bound to confidentiality obligations no less protective than this Section.
9.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law, subpoenas, or court orders, provided it uses commercially reasonable efforts to notify the other party (where permitted to do so) and cooperates in any effort by the other party to obtain confidential treatment for the information.
9.3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
10. PODIUM TECHNOLOGY.
10.1. Ownership and Updates. By accepting this Agreement, Client acknowledges that it is obtaining only a limited right to use the Services and irrespective of any use of the words “purchase”, “sale”, or similar terms, no ownership rights are transferred to Client under this Agreement and, except as expressly permitted by such limited right, Client may not make any use of Podium Technology. Client agrees that Podium (or its suppliers) exclusively retains all rights, title, and interest (including all intellectual property rights) in and to all Services, products, any and all related documentation, software, technology, code, know-how, logos, trademarks, service marks, and templates (including in any reports or output obtained from the Services), anything delivered as part of support, materials or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Suggestions (as defined below) provided by Podium (collectively, "Podium Technology") (which is deemed Podium’s Confidential Information) and reserves any licenses not specifically granted herein. Furthermore, Podium exclusively owns and reserves all right, title, and interest in and to Podium’s Confidential Information and any data, in anonymized or aggregated form that does not identify you, any end users, or any natural person, generated or derived from the use or operation of the Services, including volumes, frequencies, bounce rates, and performance results for the Services. The Services are offered as an online, hosted product. Accordingly, Client acknowledges and agrees that it has no right to obtain a copy of the software behind any Services and that Podium at its option may make updates, bug fixes, modifications, or improvements to the Services from time-to-time.
10.2. Suggestions. If Client elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, “Suggestions”), Client hereby grants Podium a worldwide, perpetual, non-revocable, sublicensable, royalty-free right, and license to use, copy, disclose, license, distribute, and exploit any such Suggestions in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Suggestions or otherwise.
11. THIRD-PARTY PROVIDERS AND THIRD-PARTY PRODUCTS.
Podium may, from time to time, contract with a third party to facilitate certain features of the Services, including as described in Section 16.6 of this Agreement. Podium may also allow or facilitate Client to make arrangements with other third-party providers that provide products or services in connection with, but which are not included in, the Services as defined in this Agreement (“Third-Party Provider(s)”). If Client elects to use any Third-Party Provider(s) or any applications, integrations, add-ons, software, code, online services, systems, and other products that are not Podium Technology (“Third-Party Products”) in connection with the Services, such Third-Party Provider(s) or Third-Party Products may make Third-Party Content available to Client and may access Client’s instance of the Services, including Client Data. Client agrees and acknowledges that use of such Third-Party Provider(s) or Third-Party Products may require Client to enter into separate terms and conditions with such third-party. Unless Podium expressly agrees otherwise in a signed writing, Podium (a) is not a party to any such terms; (b) will not be liable thereunder; (c) does not warrant or support Third-Party Providers, Third-Party Products; or Third-Party Content; and (d) disclaims all responsibility and liability for Third-Party Providers and their access to the Services, including their modification, deletion, disclosure, or collection of Client Data. Podium is not responsible in any way for Client Data once it is transmitted, copied, or removed from the Services. Unless Podium expressly states otherwise in signed writing, Third-Party Providers are not “subcontractors'' under this Agreement, and Podium disclaims all responsibility and liability for the actions or omissions of any Third-Party Providers, including but not limited to Developers.
12. INDEMNIFICATION.
12.1. Indemnification by Client. Client will indemnify and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) your unauthorized use of, or misuse of, the Services, including but not limited to the Podium Marketplace and Podium API, as applicable; (b) your violation of, or any claim that you have violated, any applicable Law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party (including but not limited to your Customers, any Developer Partners, and any Third-Party Providers); (d) any demand, dispute, or issue (including without limitation fee disputes) between you and any Payment Service Provider(s) (as defined in the applicable Additional Terms); (e) any Client Data; (f) Podium’s use, as contemplated in this Agreement, of any information provided to Podium by you or your Customers; (g) breach or alleged breach of this Agreement, including Client’s warranties and obligations; or (h) if applicable, any breach or alleged breach of Client’s obligations contained in the BAA. Client also agrees to defend the Podium Entities against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event Podium assumes exclusive defense of such claims, Client agrees to cooperate with our defense of any such claims. Client may not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12.2. Indemnification by Podium. Podium will indemnify and hold Client harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to (a) Podium’s gross negligence or willful misconduct; or (b) Podium’s infringement, misappropriation, or violation of a third party’s intellectual property rights. Podium also agrees to defend Client against these claims at Client’s request, but Client may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. Podium must not settle any claim without Client’s prior written consent if the settlement does not fully release Client from liability or would require Client to admit fault, pay any amounts, or take or refrain from taking any action.
12.3. Exclusions to Podium’s Indemnification. Podium will not be required to indemnify Client under Section 12.2(b) above, to the extent that the infringement, misappropriation, or violation of a third party’s intellectual property rights arises from: (a) modification of the Services by Client, its Authorized Users, Developer Partners, Third-Party Providers, affiliates, employees, or contractors in conflict with Client’s obligations or as a result of any prohibited activity under this Agreement, (b) use of the Services in a manner inconsistent with this Agreement, the Acceptable Use Policy, the Additional Terms, the Subscription Documentation, or any other agreement related to this Agreement, or (c) use of the Services in combination with any other application, product, or service not provided by Podium if such claim would not have occurred without such combination.
13. DISCLAIMERS.
13.1. EXCEPT AS PROVIDED EXPRESSLY HEREIN, ALL PODIUM TECHNOLOGY AND RELATED SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH THE PODIUM TECHNOLOGY ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM TECHNOLOGY WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM TECHNOLOGY WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, AND PODIUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY PROVIDERS, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON PODIUM TECHNOLOGY OR PODIUM’S RELATED SERVICES (INCLUDING CHANGES TO CLIENT PROPERTIES). THE DISCLAIMERS IN THIS SECTION 13 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
13.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS CLIENT(S) DO NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
13.3. For Clients Located in Australia Only. Neither this Section 13 (Disclaimers) nor Section 14 (Limitations of Liability) below excludes, restricts, or modifies the application of any provision of the Australian Consumer Law (ACL) (whether applicable as a law of the Commonwealth, or any state or territory of Australia), the exercise of any right to remedy conferred by the ACL, or the liability of Podium for a failure to comply with any applicable consumer guarantees where to do so would contravene the ACL or cause any part of these sections to be void. Additionally, Section 13.2 above does not apply to the extent Client is entitled to a right to rely under applicable Law.
14. LIMITATIONS OF LIABILITY.
14.1. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL PODIUM OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PODIUM’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CLIENT TO PODIUM FOR THE APPLICABLE SERVICE(S) OR RELATED SERVICE(S) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, PODIUM’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 14 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 14 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY PODIUM TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14.2. FOR CLIENTS LOCATED IN AUSTRALIA ONLY. TO THE EXTENT THAT LIABILITY CANNOT BE EXCLUDED UNDER THIS SECTION 14, AND WHERE THE ACL APPLIES, PODIUM’S LIABILITY IS LIMITED AT THE OPTION OF PODIUM TO (A) IN THE CASE OF ANY PRODUCT, ANY ONE OR MORE OF THE FOLLOWING (i) THE REPLACEMENT OF THE PRODUCT OR THE SUPPLY OF EQUIVALENT PRODUCT, (ii) THE REPAIR OF THE PRODUCT, (iii) THE PAYMENT OF THE COST OF REPLACING THE PRODUCT OR OF ACQUIRING EQUIVALENT PRODUCT, OR (iv) THE PAYMENT OF THE COST OF HAVING THE PRODUCT REQUIRED, IF APPLICABLE; AND (B) IN THE CASE OF ANY PODIUM TECHNOLOGY OR SERVICES OR RELATED SERVICES PERFORMED BY PODIUM: (i) THE SUPPLY OF THOSE SERVICES AGAIN, OR (ii) THE PAYMENT OF THE COST OF HAVING THOSE SERVICES APPLIED AGAIN.
15. DISPUTE RESOLUTION.
If a dispute arises between the parties related to this Agreement or the Services provided therefrom, and the dispute cannot be settled through informal negotiations, the parties agree to resolve their dispute (referred to herein as “Claim(s)”) as follows:
15.1. Mediation. The parties agree to participate in mediation to settle their Claims in accordance with the rules and procedures found in Utah Code § 78B-10-101 et seq. (Utah Uniform Mediation Act and referred to as “UUMA”) (or for clients located in Australia, the rules and procedures found in the Institute of Arbitrators and Mediators Australia Mediation Rules (“Rules”)) and this Agreement before a party can file a judicial action, whether in a court of law, an administrative body, government agency, or otherwise. If there are any conflicting provisions between UUMA (or for clients located in Australia, the Rules) and this Agreement, the provisions in this Agreement will govern.
15.1.1. Notice. Mediation must be conducted within sixty (60) days from a party receiving written notice of Claims from a complaining party. The notice must contain a detailed description of the nature of the Claims and the requested relief sought.
15.1.2. Mediator Selection and Mediator Fees. A neutral mediator will be selected as mutually agreed upon by the parties. The mediator’s fees and costs will be paid to the mediator at the end of mediation, with both parties equally sharing the mediation costs and paying their own legal fees and costs.
15.1.3. Location. Mediation will occur in Salt Lake City, Utah, unless you are located in Australia, in which case mediation will occur in Melbourne, Victoria, Australia.
15.2. Judicial Action. If the parties are unable to resolve the Claim pursuant to the mandatory mediation referenced above (or if one of the parties refuses to participate in the mandatory mediation or fails to respond to a complaining party’s request for mediation), the parties may subsequently file a judicial action.
15.3. Disputes Not Subject to the Mediation Process. The following claims or actions are not subject to the mandatory mediation provisions of this Section 15:
15.3.1. A request for an order of injunctive relief and any related incidental damages;
15.3.2. A request for an order to prevent the disclosure of or misuse of Confidential Information or trade secrets; and/or
15.3.3. Enforcement of Client’s payment obligations as set forth under Section 7.
16. GENERAL.
16.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign or purport to assign any of its rights or obligations under this Agreement without the advance written consent of the other party (which must not be unreasonably withheld), except that Podium may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.
16.2. Notices. Any notice or communication to Podium under this Agreement must be in writing. Client must send any notices under this Agreement (including breach notices) to Podium Headquarters (include “Attn. Legal Department” in the subject line) or by email to legal@podium.com. Podium may send notices to the e-mail addresses on Client’s account or, at Podium’s option, to Client’s last-known postal address. Podium may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of such notice on Podium’s Website or the Services. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Podium is not responsible for any automatic filtering Client or its network provider may apply to email notifications.
16.3. Publicity. Unless otherwise specified in the applicable Subscription Documentation, Podium may use Client’s name, logo, and marks to identify Client as a Podium Client on Podium’s website and other marketing materials.
16.4. Podium Communication with Client. You agree that Podium may send you emails and text messages, including transactional, operational, and marketing messages, possibly using automated technology, to the email or phone number you provide to Podium. Message and/or data rates may apply to such messages, and you may opt out at any time. You will keep your contact information up to date and will notify Podium immediately in the event that your contact information changes.
16.5. Referral Programs. Podium may, from time to time, and in its sole discretion, offer referral programs or opportunities to certain Podium clients or users. Such programs or opportunities may include incentives for such clients or users to promote Podium and/or its Services to their family or friends. Participation in such programs or opportunities is completely voluntary and is subject to this Agreement and the Podium Referral Program Terms (“Referral Program Terms”). Podium may modify, discontinue, or terminate any referral program or similar opportunity at any time, without notice.
16.6. Subcontractors. Podium may use subcontractors and permit them to exercise the rights granted to Podium in order to provide the Services and related services under this Agreement. Except as otherwise set forth in the DPA, Podium will not be required to obtain Client’s consent or provide notice of such subcontracting or delegation. To avoid any doubt, Podium remains responsible for the performance of its obligations or the exercise of its rights under this Agreement regardless of any subcontracting or delegation.
16.7. Subpoenas. Nothing in this Agreement prevents Podium from disclosing Client Data to the extent required by law, subpoenas, or court orders, but Podium will use commercially reasonable efforts to notify Client where permitted to do so.
16.8. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
16.9. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
16.10. Amendments; Waivers. Podium may update or modify these Terms (including the Additional Terms and any referenced policies and other documents) from time to time by giving reasonable notice and posting a revised version on the Website or Services or by notification via the email associated with your account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Subscription Term. Immaterial modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, will constitute acceptance of the updated Terms. If Client does not agree to the updated Terms, Client will no longer have the right to use the Services, except where applicable Law requires different treatment. Except as otherwise described in this Section 16.10, any modification, supplementation, replacement, novation or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights or delay in exercising any right under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
16.11. Headings. The headings used in this Agreement are for ease of reference only. They are not intended as a complete restatement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.
16.12. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.
16.13. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Client acknowledges that each Subscription only permits use by and for the legal entity or entities identified in the Subscription Documentation and not any affiliates. Furthermore, Client’s affiliates are not permitted to use the Services under these Terms unless an affiliate agrees to these Terms individually and creates its own account.
16.14. Attorneys’ Fees and Costs. The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.
16.15. Entire Agreement. This Agreement, including these Terms and any applicable Subscription Documentation, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Podium Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. Any terms provided by Client (including as part of any purchase order or other business form used by Client) are for administrative purposes only and have no legal effect.
16.16. Counterparts; Electronic Transmission. This Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery will be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.
16.17. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
16.17.1. Australia Clients. If you are a Podium client located in Australia, this Agreement is governed by the laws of Victoria, Australia. To the extent permitted by law, the courts of Victoria, Australia, will be the exclusive jurisdiction for disputes arising out of or in connection with this Agreement.
16.18. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
16.19. Notice Regarding Apple. This Section 16.19 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Podium only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (a) product liability claims; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Effective: November 1, 2023
Effective November 1st 2023 to November 3rd 2023
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Table of Contents
Podium Terms of Service
Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (individually and collectively, the “Website”), is owned and operated by Podium Corporation, Inc. (“Podium,” “we,” “us,” or “our”). By using, installing, or accessing the Website or Services (as defined below), by signing or clicking to accept these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to be bound by the following terms and conditions (together, these “Terms”, or this “Agreement”).
If you are using a Podium Service on behalf of a company, organization, or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee, agent, or other authorized representative with all necessary authority to bind that entity to this Agreement.
This Agreement includes and hereby incorporates by reference any Subscription Documentation executed between you and Podium, as well as any policies or exhibits linked to or referenced herein. If you have entered into a separate written agreement with Podium concerning specific Services, the terms of such agreement control if there is any conflict between the terms of such agreement and these Terms. Please note that we may modify this Agreement as described in Section 16.10 below.
1. DEFINITIONS.
1.1. “Business Associate Agreement” (hereinafter “BAA”) means a written agreement between a Covered Entity and a Business Associate (as those terms are defined under HIPAA) containing the elements specified at 45 CFR 164.504(e).
1.2. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
1.3. “HIPAA” means the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160 and 162, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160, all as may be amended from time to time.
1.4. "Law(s)” means all applicable local, state, federal, and international laws, rules, and regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, Canada’s Anti-Spam Legislation (“CASL”), the Australian Consumer Law, the AU Privacy Act 1988 (Cth), and the AU Spam Act 2023 (Cth)
1.5. “Protected Health Information” (hereinafter “PHI”) has the same meaning as that term is defined in HIPAA.
1.6. “Territory” means the United States, Canada, and Australia, unless otherwise expressly set forth in Client’s Subscription Documentation.
Other terms are defined in other Sections of this Agreement.
2. SERVICES.
2.1. Services. Podium provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “Phones” (formerly Voice), and “Bulk Messages” (formerly Campaigns), payment processing and related services (“Payments”), certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time (together with the Website, the “Service(s)”). Client will, from time to time, enter into a proposal, quote, services/purchase agreement, order form, statement of work, or otherwise click to accept or agree to an online registration form ("Subscription Documentation"), which references this Agreement and details the Services ordered from Podium and, if applicable, the usage limits or other scope of use descriptions for the Services (including without limitation any usage or volume limits, numerical limits on Authorized Users, and descriptions of product feature levels) (“Scope of Use”). Client may be provided the option to purchase certain Services as part of a package or bundle offer (each, a “Bundle”), as detailed in the applicable Subscription Documentation. The Services included in Podium’s standard Bundles are currently specified here (the Services and pricing available to clients in Australia are currently specified here). Podium has no obligation to provide any services or perform any tasks not specifically set forth in this Agreement, including any applicable Subscription Documentation.
2.2. Alteration of Subscription Documentation. Any amendments or modifications to any existing Subscription Documentation must be agreed to in writing by the parties. Podium has no obligation to perform any Services under any amended Subscription Documentation until the parties have agreed to the effect of such changes on the applicable Fees.
2.3. Modification of the Services. Podium reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), or to alter the offering of the Services (including by adding, limiting, or discontinuing certain Bundles) temporarily or permanently. Podium also reserves the right to replace certain Services and Bundles with functionally equivalent Services or Bundles, at its sole discretion. In the event Podium makes any modification or alteration to the Services or the offering thereof that has a material adverse effect on the functionality of the Services ordered under your Subscription Documentation, Client may terminate this Agreement and receive a pro-rated refund of pre-paid, unused Fees for the remainder of Client’s Subscription Term (as defined below).
2.4. Additional Terms. Client’s subscription to or use of certain Services or features of the Services may be subject to additional terms, policies, rules, or guidelines that we may post on or link to from these Terms or the Services (the “Additional Terms”). To the extent applicable, all Additional Terms are incorporated by this reference into, and made a part of, these Terms. If Client purchases or otherwise uses any of the following Services, Client’s use is subject to and Client accepts the applicable Additional Terms, as set forth below.
2.4.1. Podium Payments. If Client uses Podium Payments, Client agrees to be bound by the Podium Payments Service Terms.
2.4.2. Podium Phones. If Client uses Podium Phones, Client agrees to be bound by the Podium Phones Service Terms.
2.4.3. Podium Marketplace. If Client uses the Podium Marketplace, Client agrees to be bound by the Podium Marketplace Terms of Use.
2.4.4. Podium API. If Client uses the Podium API, Client agrees to be bound by the applicable terms of the Podium API Terms of Use.
2.4.5. Podium Developer Platform. If Client uses the Podium Developer Platform, Client agrees to be bound by the Podium Developer Terms.
3. USE RIGHTS; RESTRICTIONS.
3.1. Use of Services. Subject to all terms of this Agreement, including any Additional Terms, Podium grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory (to the extent available in the Territory) to: (a) install and use an object code copy of any mobile application associated with the Services; and (b) access and use the Services, designated on Client’s Subscription Documentation solely for Client’s internal business purposes, but only in accordance with this Agreement, Podium’s Acceptable Use Policy (“Acceptable Use Policy”), the applicable Subscription Documentation, and all applicable Scope of Use descriptions. Podium makes no representation that the Services are appropriate or available for use in locations outside the Territory (or that all products or features of the Services are available throughout the Territory). Furthermore, accessing the Services from territories where their content or use is illegal, is prohibited under this Agreement. If Client attempts to access or use the Services outside of the Territory, Client does so at its own initiative and is responsible for compliance with all Laws and any costs associated with access or use outside the Territory. You may not use or export the Services in violation of U.S. export laws and regulations.
3.2. Account Registration. Client must register for a Podium account in order to access or receive the Services. Account information must be accurate, current, and complete. Client agrees to keep its account information up to date so that Podium may send notices, statements, and other information by email or through Client’s account. Client is solely responsible for all use of its Services account(s). Podium will not be liable for any loss or damage arising from unauthorized use of Client’s account(s) not directly caused by Podium's actions or omissions.
3.3. Eligibility and Use by Others. By agreeing to these Terms, Client warrants that it and its employees, agents, contractors, and any other users (including but not limited to Developer Partners or Third-Party Providers) whom Client has authorized to access the Services on its behalf (“Authorized Users”): (a) are over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all Laws when using the Services. Client may permit its Authorized Users to use the Services provided their use is for Client’s benefit only and remains in compliance with this Agreement. Authorized Users are and will be subject to the applicable terms and conditions of this Agreement, which may be communicated by posting to the Website or on a click-through basis to Authorized Users upon access to the Services and/or Website.
3.4. Responsibility for Authorized Users. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with this Agreement. Client will be solely responsible for authorizing and creating user IDs, passwords, and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Provided, however, Podium may, in its sole discretion, suspend any Authorized User’s access to the Services, as set forth in Section 8.2 below. Client is solely responsible for ensuring that any user IDs, passwords, and other access credentials (such as API tokens) for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, Client is solely responsible for complying, and ensuring its Authorized Users comply, with all Laws applicable to Client. Client will be solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials and must ensure that each Authorized User has a separate and distinct user account (with separate and distinct access credentials) that is not shared with any other user(s). Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions.
3.5. Use by Customers. Any person that is a client, customer, or patient of Client, or that is a potential client, customer, or patient of Client (“Customer(s)”) who accesses and/or uses the Services, including via Client’s account or website, is subject to the Acceptable Use Policy and such other terms as may be provided by Podium from time to time, which includes Podium’s right to remove or disable access to any Customer or content or resource that violates the Acceptable Use Policy.
3.6. General Restrictions. Client must not (and must not allow any third party to): (a) rent, lease, copy, transfer, sublicense, or provide access to the Podium Technology (as defined below) to a third party (except Authorized Users as specifically authorized above); (b) incorporate the Podium Technology (or any portion thereof) into, or use it with or to provide, any site, product, or service, except as otherwise expressly authorized by Podium in writing; (c) use the Podium Technology (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (d) publicly disseminate information regarding the performance of the Podium Technology (which is deemed Podium’s Confidential Information); (e) modify or create a derivative work of the Podium Technology or any portion thereof or access the services with the intent to copy or create a competitive or derivative product/service; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Podium Technology or Services, except to the extent expressly permitted by applicable Law and then only upon advance notice to Podium; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the Podium Technology other than as specifically permitted above; (i) use the Services in violation of the Acceptable Use Policy; or (j) remove or obscure any proprietary or other notices contained in the Podium Technology including in any reports or output obtained from the Podium Technology.
3.7. Beta Releases and Free Access Subscriptions. Subject to Client’s compliance with the terms of this Agreement, Podium may provide Client with certain Services for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta”, or other early stage Services, integrations, or features (“Beta Release(s)”) for the Subscription Term set forth in the applicable Subscription Documentation (if applicable). This Section 3.7 and any relevant Additional Terms will apply to any Free Access Subscription or Beta Release (even if a Beta Release is provided for a fee or counts towards Client’s Scope of Use allocations) and supersedes any contrary provision in this Agreement. For the avoidance of doubt, Section 6 (Availability of Services; Support) will not apply to any Free Access Subscription or Beta Release; though Podium may use good faith efforts, in its discretion, to assist Client with Free Access Subscriptions or Beta Releases. Without limiting the other disclaimers and limitations in this Agreement, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT FREE ACCESS SUBSCRIPTIONS AND BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH PODIUM WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS AT CLIENT’S SOLE RISK. You may choose to use Free Access Subscriptions and Beta Releases at your sole discretion. Podium makes no guarantees or promises with respect to the continued availability of any Free Access Subscriptions or Beta Releases or that future versions of a Free Access Subscription or Beta Release will be released or will be available under the same commercial or other terms. Podium may discontinue Free Access Subscriptions or Beta Releases at any time, in our sole discretion, and decide not to make them generally available. Notwithstanding anything to the contrary herein, Podium may terminate Client’s right to use any Free Access Subscription or Beta Release at any time and with reasonable notice for any reason or no reason in Podium’s sole discretion, without liability.
4. CLIENT DATA.
4.1. Rights in Client Data. As between the parties, Client retains all right, title, and interest (including any intellectual property rights) in and to any text, images, or other content and data that Client selects or submits for use or incorporation with the Services (including without limitation, chat and message logs, Customer Data, PHI, or any Third-Party Content) (“Client Data”). To the extent Client is a Covered Entity or a Business Associate, as those terms are defined in HIPAA, "Client Data" also includes PHI. “Customer Data” means data related to the identity, characteristics, and activities of Customers, collected or submitted to the Services by Client or captured by the Services. “Third-Party Content” means content, data, or other materials that Client provides to the Podium Services from its third-party data providers, including through Third-Party Products (as defined below) used by Client. Client hereby grants Podium a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Client Data as necessary to provide the Services and related services to Client and as otherwise provided herein and in Podium's Privacy Policy (the "Privacy Policy"), and hereby instructs Podium to do the same. Client further instructs Podium to use and disclose Customer Data as necessary to provide the Services consistent with this Agreement and as otherwise set forth in the Privacy Policy.
4.2. Aggregate/Anonymous Data. Client agrees that Podium will have the right to generate usage data from Client use of the Services and may aggregate anonymized Client Data (“Aggregate/Anonymous Data”). Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is Podium Technology, which Podium may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Podium’s products and services and to create and distribute reports and other materials). Podium will not distribute Aggregate/Anonymous Data in a manner that personally identifies Client or its Customers, or that would otherwise violate applicable Laws. If Client and Podium have entered into a BAA, Podium will use the Aggregate/Anonymous Data only in conformity with the terms of such agreement.
4.3. Monitoring. Client understands and agrees that Podium may monitor and analyze Client Data or Customer Data (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Website or Services; to improve Client’s experience using the Website or Services; to customize and communicate informational or product offerings and promotions to Client; to ensure compliance with the Acceptable Use Policy (including taking corrective action permitted therein); and/or to make the Website or Services more helpful or useful to Client and other users. This may include use of technologies (such as session replay services, transcription services, cookie, pixel, or other tracking technologies) that maintain records of browsing sessions and other activities on the Website and Services. Client also understands that any third-party platform(s) or Third-Party Provider(s) Client elects to use or access in conjunction with the Services may also monitor and analyze the Client Data and/or Customer Data Client uses or accesses in connection with such third-party platforms, to customize and communicate information or product offerings and promotions to Client; to ensure compliance with applicable terms of use; and to make such third-party platform(s) more helpful or useful to Client and other users.
4.4. Security. Podium agrees to maintain physical, technical, and organizational measures designed, in its discretion, to secure its systems from unauthorized access, use, or disclosure. If Client is a Covered Entity or Business Associate, as defined in HIPAA, Podium and Client agree to the terms of Podium’s BAA (currently available at https://legal.podium.com/#BAA), which may be amended from time to time, and to secure and utilize PHI in accordance with the BAA. Podium takes no responsibility and assumes no liability for any Client Data other than its express security obligations in this Section 4.4.
4.5. Storage. Podium does not provide an archiving service. During the Subscription Term, Client acknowledges that Podium may delete Client Data no longer in active use. Additionally, Client understands and agrees that following termination, Podium may delete all Client Data in its possession. Except for requirements that are included in any BAA entered into between Podium and Client, Podium expressly disclaims all other obligations with respect to storage.
4.6. Privacy and Data Processing. The Privacy Policy describes how we handle the information you provide to us or we otherwise collect when you and your Customers use the Services. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including, as applicable, the transfer of this information to the United States and other countries for storage, processing, and use by Podium and its affiliates. Additionally, to the extent applicable, the parties agree that Podium’s Data Processing Addendum (“Data Processing Addendum” or “DPA”) (currently available at https://legal.podium.com/#dpa), governs in the event Podium Processes any Covered Data as Client’s Processor or Service Provider (as those terms are defined in the DPA) in connection with this Agreement.
5. CLIENT OBLIGATIONS.
5.1. Warranty. Client warrants and represents that it will use the Services in full compliance with all Laws and terms of this Agreement, including the Acceptable Use Policy, and that it will not use the Services in a manner that would cause Podium to violate any obligation with respect to any such Laws. Client also warrants and represents that: (a) Client has sole ownership of any Client Data it provides to Podium, or otherwise has legal rights to provide such Client Data, and Client Data will not violate third-party rights, including intellectual property, privacy, and publicity rights; (b) Podium’s possession and/or use of the Client Data on Client’s behalf in connection with the Services, as contemplated hereunder, will not violate any contract, statute, regulation, or other third-party rights; (c) any Client Data Client and/or Client’s authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, and will only concern Client or the goods and/or services that Client provides; (d) Client is authorized to provide Podium with any Customer, Client, or Authorized User information it provides in connection with the Services, including any personally identifying information; and (e) Client and/or Client’s Authorized User(s) will only use the Services for interaction with actual Customers. If Client receives any take-down requests or infringement notices related to Client Data or its use of Third-Party Products, it will promptly stop using these items with the Services and notify Podium immediately. Additionally, if an integration is included in the Services Client orders, Client grants Podium the right to access Client’s Data or Client’s CRM system directly or through a third-party service for the purposes of fulfilling Podium’s obligations under this Agreement, and Client warrants that Client is not restricted by law or applicable agreement from granting Podium such right.
5.2. Customer Consent; Intended Use of the Services. Client understands and agrees that the Services are intended to allow Client to communicate electronically only with Client’s own current Customers who have consented to the receipt of such communications and are provided with all necessary notices in accordance with applicable Laws. Accordingly, Client will for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing the Services; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use the Services to make or send communication only in compliance with all Laws, the terms of this Agreement (including the Acceptable Use Policy) and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client also understands and agrees that the Services are intended primarily to be used for transactional and/or informational communications. If Client uses the Services to make or send any written electronic communication (including but not limited text messages) that includes advertisements, marketing, telemarketing, or promotional messaging, as such are defined in applicable Laws (hereinafter, collectively “Marketing”), Client must, in each instance, clearly designate such message(s) as “Marketing” within the Service prior to sending. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated this Section 5.
6. AVAILABILITY OF SERVICES; SUPPORT.
6.1. Availability. Subject to the terms of this Agreement and any scheduled maintenance and unavailability caused by: (a) actions or omissions of Client; (b) failures, errors, or defects in the facilities, hardware, software, or network of Client; or (c) circumstances that constitute a force majeure event or that are beyond Podium’s reasonable control, the Services will be available for access via the Website 99.0% of the time during of the applicable Subscription Term. Client’s sole remedy and Podium’s sole liability for failure to meet the aforementioned availability will be support in accordance with Section 6.2.
6.2. Support. Podium makes available web-based support through the Website. Additional support services may be available to Client subject to payment of applicable fees (if any), as specified in any applicable Subscription Documentation. Any support services are subject to this Agreement and Podium’s applicable support policies, if any. Client is primarily responsible for its own account setup and onboarding. Podium may also provide onboarding, deployment, and other services under this Agreement, including via Third-Party Providers or subcontractors. If applicable, the scope, pricing, and other terms for these additional services will be set forth in the applicable Subscription Documentation. Podium’s ability to deliver the Services will depend on Client’s reasonable and timely cooperation and the accuracy and completeness of any information from Client needed to deliver the Services.
7. FEES AND PAYMENT.
7.1. Fees. Unless otherwise specified on Client's Subscription Documentation, the Services are provided on an ongoing, per license subscription-basis, including automatically recurring payments for periodic charges, according to the terms and conditions of the Subscription Documentation (“Subscription”). Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Additional Terms (collectively, the “Fees”). Except as otherwise specified in the applicable Subscription Documentation, unless Client terminates a Free Access Subscription prior to the lapse of the Free Access Subscription Term, such Services will convert to a paid Subscription and Client agrees to pay Podium the applicable Subscription Fees according to the terms of this Agreement. Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
7.2. Payment of Fees. Unless otherwise specified in the applicable Subscription Documentation, all Subscription Fees will be paid annually in advance (though overage fees, if any, may be charged in arrears), and all references to currency set forth herein will mean U.S. dollars, with all payments hereunder to be made in U.S. dollars. Subscription Fees are non-refundable and non-creditable, except as expressly set forth in Sections 2.3 (Modification of the Services) and 8.3 (Termination for Cause). If the payment method selected on Client's Subscription Documentation is credit card, ACH, or direct debit, Client acknowledges and authorizes Podium to charge Fees and other amounts automatically, on an auto-renew basis on your Subscription Start Date (as defined below) for each subsequent Subscription Term. For the avoidance of doubt, all additional Subscription Fees for additional Services accessed by Client will be billed when the Service is first accessed by Client and automatically, on an auto-renew basis on Client’s existing Subscription Start Date. Podium may from time to time provide notice to Client regarding any Renewal Term(s) and the auto-renew processes. The Subscription will continue unless and until you or Podium terminate your Subscription in accordance with Section 8. You must cancel your Subscription before it renews in order to avoid billing the next periodic Subscription Fees to your account. If Client elects to pay by credit card, then you are responsible for both (a) enabling auto-recharge on your account and (b) ensuring that your account has a sufficient positive balance to cover all Fees when due. Should Podium be unable to process/receive the Fees when due and owing, payment shall be considered overdue. Podium will have the right to charge interest on all overdue amounts equal to the maximum amounts allowed by applicable Law. Additionally, after payment becomes overdue, Podium will have the right to immediately suspend Client’s access to the Services and/or seek to enforce Client’s payment obligations, including through the use of third-party services. If Podium sends Client’s account for collection and/or initiates legal action to collect overdue amounts, Podium may seek to recover all costs and expenses of such action, including reasonable legal or attorney's fees, court costs, and expenses.
7.3. Taxes and Other Governmental or Regulatory Fees. Podium’s Fees are exclusive of all taxes, regulatory fees, or levies and Client must pay any applicable taxes regulatory fees, or levies (which for clients located in Australia, includes any applicable goods and services taxes as set out in a New Tax System (Goods and Services Tax) Act 1999 (Cth)), whether domestic or foreign, other than taxes based on the income of Podium. Client will make tax and regulatory fee payments to Podium to the extent amounts are included on Podium’s invoices.
7.4. Industry Fees and Surcharges. Your use of the Services may also be subject to certain industry-related fees or surcharges (such as fees imposed by telecommunications carriers or other over the top communications providers (for example, 10DLC-related fees)) (collectively, “Industry Fees”). Industry Fees may also include cost recovery fees representing a reasonable recovery of the charges, fees, and administrative expenses imposed on Podium and associated with the provision of the Services to you and your use of the Services. Podium’s Fees are exclusive of any such Industry Fees, and you will be required to pay any such Industry Fees related to your use of the Services. Where required by law, or at our own election, Podium will reflect such Industry Fees as a separate line on your invoice. Industry Fees may change at any time.
7.5. Fee Increase. Podium reserves the right to determine the applicable Fees for any Service(s). While Podium will make reasonable efforts to keep the information relating to Fees published on its Website up to date, you should check the Website periodically for information about current Fees. If any Fees (other than Taxes, Industry Fees, or governmental/regulatory fees, which may may change at any time) are specified on your Subscription Documentation, Podium may increase Fees applicable to you upon forty-five (45) days’ prior written notice, effective on the start date of your subsequent Subscription Term (if Client has not elected to opt out of the automatic renewal or renegotiate the Fees). Additionally, notwithstanding the foregoing, Podium may adjust the Payments Services Fees as set forth in the Payments Service Terms. Podium may also, from time to time and in its sole discretion, make promotional offers or different Fees available to its clients or other users. Such promotional offers will not apply to you or this Agreement unless specified in writing in your Subscription Documentation.
8. TERM AND TERMINATION.
8.1. Term. This Agreement is effective until the applicable Subscription Term for the Services has expired or the Subscription is terminated as expressly permitted herein. Unless otherwise stated in Client’s Subscription Documentation, the initial term for any Subscription to the Services is twelve (12) months and will automatically renew for subsequent periods of equal duration (the “Subscription Term”), unless either party gives written notice of non-renewal at least one (1) month before the end of the then-current Subscription Term. Client may give notice of non-renewal by sending an email to support@podium.com. If no Subscription start date is specified on the applicable Subscription Documentation, the Subscription starts when Client first obtains access to the Services (“Subscription Start Date”). By agreeing to any Subscription Documentation, Client is agreeing to pay applicable fees for the entire Subscription Term. Client cannot cancel or terminate a Subscription Term except as expressly permitted by this Section 8.1 (Term) or Section 8.3 (Termination for Cause). Unless Client’s Subscription Documentation expressly states otherwise, any additional Services purchased during Client’s Subscription Term will be coterminous with Client’s most recent Podium platform Subscription Term.
8.2. Suspension of Services. Podium may suspend Client’s (or any Authorized User’s, as applicable) access to the Services if: (a) Client’s account is overdue, or (b) Client has exceeded its Scope of Use limits. Podium may also suspend Client’s (or any Authorized User’s, as applicable) access to the Services, remove Client Data, or disable Third-Party Products if it determines that: (i) Client has breached Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations); or (ii) suspension is necessary to prevent harm or liability to other clients of Podium or third parties or to preserve the security, stability, availability, or integrity of the Services. Podium will have no liability for taking action as permitted above. For avoidance of doubt, Client will remain responsible for payment of Fees during any suspension period other than for any suspension that: (a) is not due to the fault of the Client, and (b) lasts longer than five (5) days. Unless this Agreement has been terminated, Podium will cooperate with Client to restore access to the Services once it verifies that Client has resolved the condition requiring suspension.
8.3. Termination for Cause. Either party may terminate this Agreement, including any related Subscription Documentation, if the other party: (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter) (or in the case of clients located in Australia, such party has a liquidator appointed or otherwise ceases to carry on business). If Client terminates during the Subscription Term for any reason other than the foregoing, Client will be responsible for the Fees due for the entire Subscription Term. Podium may also terminate this Agreement or any related Subscription Documentation immediately if Client breaches Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations), for repeated violations of other Sections of this Agreement, or if applicable, a breach of the parties’ BAA.
8.4. Effect of Termination. Upon any expiration or termination of this Agreement or any Subscription Documentation: (a) Client’s license rights will terminate and it must immediately cease use of the Services (including any related Podium Technology) and delete (or, at Podium’s request, return) any and all copies of any Podium documentation, scripts, passwords or access codes, and any other Podium Confidential Information in Client’s possession, custody, or control; and (b) Client’s right to access any Client Data in the applicable Services will cease, and unless otherwise precluded by a BAA or other obligation under applicable Law, Podium may delete any such data in its possession at any time. If Podium terminates this Agreement for cause as provided in Section 8.3 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Client. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
8.5. Survival. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions); 3 (Use Rights; Restrictions); 4 (Client Data); 7 (Fees and Payment); 8 (Term and Termination); 9 (Confidential Information); 10 (Podium Technology); 11 (Third-Party Providers and Third-Party Products); 12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); 15 (Dispute Resolution); and 16 (General).
9. CONFIDENTIAL INFORMATION.
9.1. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, subcontractors, or Authorized Users having a legitimate need to know (which, for Podium, includes the subcontractors referenced in Section 16.6), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 9 and these recipients are bound to confidentiality obligations no less protective than this Section.
9.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law, subpoenas, or court orders, provided it uses commercially reasonable efforts to notify the other party (where permitted to do so) and cooperates in any effort by the other party to obtain confidential treatment for the information.
9.3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
10. PODIUM TECHNOLOGY.
10.1. Ownership and Updates. By accepting this Agreement, Client acknowledges that it is obtaining only a limited right to use the Services and irrespective of any use of the words “purchase”, “sale”, or similar terms, no ownership rights are transferred to Client under this Agreement and, except as expressly permitted by such limited right, Client may not make any use of Podium Technology. Client agrees that Podium (or its suppliers) exclusively retains all rights, title, and interest (including all intellectual property rights) in and to all Services, products, any and all related documentation, software, technology, code, know-how, logos, trademarks, service marks, and templates (including in any reports or output obtained from the Services), anything delivered as part of support, materials or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Suggestions (as defined below) provided by Podium (collectively, "Podium Technology") (which is deemed Podium’s Confidential Information) and reserves any licenses not specifically granted herein. Furthermore, Podium exclusively owns and reserves all right, title, and interest in and to Podium’s Confidential Information and any data, in anonymized or aggregated form that does not identify you, any end users, or any natural person, generated or derived from the use or operation of the Services, including volumes, frequencies, bounce rates, and performance results for the Services. The Services are offered as an online, hosted product. Accordingly, Client acknowledges and agrees that it has no right to obtain a copy of the software behind any Services and that Podium at its option may make updates, bug fixes, modifications, or improvements to the Services from time-to-time.
10.2. Suggestions. If Client elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, “Suggestions”), Client hereby grants Podium a worldwide, perpetual, non-revocable, sublicensable, royalty-free right, and license to use, copy, disclose, license, distribute, and exploit any such Suggestions in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Suggestions or otherwise.
11. THIRD-PARTY PROVIDERS AND THIRD-PARTY PRODUCTS.
Podium may, from time to time, contract with a third party to facilitate certain features of the Services, including as described in Section 16.6 of this Agreement. Podium may also allow or facilitate Client to make arrangements with other third-party providers that provide products or services in connection with, but which are not included in, the Services as defined in this Agreement (“Third-Party Provider(s)”). If Client elects to use any Third-Party Provider(s) or any applications, integrations, add-ons, software, code, online services, systems, and other products that are not Podium Technology (“Third-Party Products”) in connection with the Services, such Third-Party Provider(s) or Third-Party Products may make Third-Party Content available to Client and may access Client’s instance of the Services, including Client Data. Client agrees and acknowledges that use of such Third-Party Provider(s) or Third-Party Products may require Client to enter into separate terms and conditions with such third-party. Unless Podium expressly agrees otherwise in a signed writing, Podium (a) is not a party to any such terms; (b) will not be liable thereunder; (c) does not warrant or support Third-Party Providers, Third-Party Products; or Third-Party Content; and (d) disclaims all responsibility and liability for Third-Party Providers and their access to the Services, including their modification, deletion, disclosure, or collection of Client Data. Podium is not responsible in any way for Client Data once it is transmitted, copied, or removed from the Services. Unless Podium expressly states otherwise in signed writing, Third-Party Providers are not “subcontractors'' under this Agreement, and Podium disclaims all responsibility and liability for the actions or omissions of any Third-Party Providers, including but not limited to Developers.
12. INDEMNIFICATION.
12.1. Indemnification by Client. Client will indemnify and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) your unauthorized use of, or misuse of, the Services, including but not limited to the Podium Marketplace and Podium API, as applicable; (b) your violation of, or any claim that you have violated, any applicable Law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party (including but not limited to your Customers, any Developer Partners, and any Third-Party Providers); (d) any demand, dispute, or issue (including without limitation fee disputes) between you and any Payment Service Provider(s) (as defined in the applicable Additional Terms); (e) any Client Data; (f) Podium’s use, as contemplated in this Agreement, of any information provided to Podium by you or your Customers; (g) breach or alleged breach of this Agreement, including Client’s warranties and obligations; or (h) if applicable, any breach or alleged breach of Client’s obligations contained in the BAA. Client also agrees to defend the Podium Entities against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event Podium assumes exclusive defense of such claims, Client agrees to cooperate with our defense of any such claims. Client may not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12.2. Indemnification by Podium. Podium will indemnify and hold Client harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to (a) Podium’s gross negligence or willful misconduct; or (b) Podium’s infringement, misappropriation, or violation of a third party’s intellectual property rights. Podium also agrees to defend Client against these claims at Client’s request, but Client may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. Podium must not settle any claim without Client’s prior written consent if the settlement does not fully release Client from liability or would require Client to admit fault, pay any amounts, or take or refrain from taking any action.
12.3. Exclusions to Podium’s Indemnification. Podium will not be required to indemnify Client under Section 12.2(b) above, to the extent that the infringement, misappropriation, or violation of a third party’s intellectual property rights arises from: (a) modification of the Services by Client, its Authorized Users, Developer Partners, Third-Party Providers, affiliates, employees, or contractors in conflict with Client’s obligations or as a result of any prohibited activity under this Agreement, (b) use of the Services in a manner inconsistent with this Agreement, the Acceptable Use Policy, the Additional Terms, the Subscription Documentation, or any other agreement related to this Agreement, or (c) use of the Services in combination with any other application, product, or service not provided by Podium if such claim would not have occurred without such combination.
13. DISCLAIMERS.
13.1. EXCEPT AS PROVIDED EXPRESSLY HEREIN, ALL PODIUM TECHNOLOGY AND RELATED SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH THE PODIUM TECHNOLOGY ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM TECHNOLOGY WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM TECHNOLOGY WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, AND PODIUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY PROVIDERS, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON PODIUM TECHNOLOGY OR PODIUM’S RELATED SERVICES (INCLUDING CHANGES TO CLIENT PROPERTIES). THE DISCLAIMERS IN THIS SECTION 13 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
13.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS CLIENT(S) DO NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
13.3. For Clients Located in Australia Only. Neither this Section 13 (Disclaimers) nor Section 14 (Limitations of Liability) below excludes, restricts, or modifies the application of any provision of the Australian Consumer Law (ACL) (whether applicable as a law of the Commonwealth, or any state or territory of Australia), the exercise of any right to remedy conferred by the ACL, or the liability of Podium for a failure to comply with any applicable consumer guarantees where to do so would contravene the ACL or cause any part of these sections to be void. Additionally, Section 13.2 above does not apply to the extent Client is entitled to a right to rely under applicable Law.
14. LIMITATIONS OF LIABILITY.
14.1. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL PODIUM OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PODIUM’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CLIENT TO PODIUM FOR THE APPLICABLE SERVICE(S) OR RELATED SERVICE(S) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, PODIUM’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 14 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 14 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY PODIUM TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14.2. FOR CLIENTS LOCATED IN AUSTRALIA ONLY. TO THE EXTENT THAT LIABILITY CANNOT BE EXCLUDED UNDER THIS SECTION 14, AND WHERE THE ACL APPLIES, PODIUM’S LIABILITY IS LIMITED AT THE OPTION OF PODIUM TO (A) IN THE CASE OF ANY PRODUCT, ANY ONE OR MORE OF THE FOLLOWING (i) THE REPLACEMENT OF THE PRODUCT OR THE SUPPLY OF EQUIVALENT PRODUCT, (ii) THE REPAIR OF THE PRODUCT, (iii) THE PAYMENT OF THE COST OF REPLACING THE PRODUCT OR OF ACQUIRING EQUIVALENT PRODUCT, OR (iv) THE PAYMENT OF THE COST OF HAVING THE PRODUCT REQUIRED, IF APPLICABLE; AND (B) IN THE CASE OF ANY PODIUM TECHNOLOGY OR SERVICES OR RELATED SERVICES PERFORMED BY PODIUM: (i) THE SUPPLY OF THOSE SERVICES AGAIN, OR (ii) THE PAYMENT OF THE COST OF HAVING THOSE SERVICES APPLIED AGAIN.
15. DISPUTE RESOLUTION.
If a dispute arises between the parties related to this Agreement or the Services provided therefrom, and the dispute cannot be settled through informal negotiations, the parties agree to resolve their dispute (referred to herein as “Claim(s)”) as follows:
15.1. Mediation. The parties agree to participate in mediation to settle their Claims in accordance with the rules and procedures found in Utah Code § 78B-10-101 et seq. (Utah Uniform Mediation Act and referred to as “UUMA”) (or for clients located in Australia, the rules and procedures found in the Institute of Arbitrators and Mediators Australia Mediation Rules (“Rules”)) and this Agreement before a party can file a judicial action, whether in a court of law, an administrative body, government agency, or otherwise. If there are any conflicting provisions between UUMA (or for clients located in Australia, the Rules) and this Agreement, the provisions in this Agreement will govern.
15.1.1. Notice. Mediation must be conducted within sixty (60) days from a party receiving written notice of Claims from a complaining party. The notice must contain a detailed description of the nature of the Claims and the requested relief sought.
15.1.2. Mediator Selection and Mediator Fees. A neutral mediator will be selected as mutually agreed upon by the parties. The mediator’s fees and costs will be paid to the mediator at the end of mediation, with both parties equally sharing the mediation costs and paying their own legal fees and costs.
15.1.3. Location. Mediation will occur in Salt Lake City, Utah, unless you are located in Australia, in which case mediation will occur in Melbourne, Victoria, Australia.
15.2. Judicial Action. If the parties are unable to resolve the Claim pursuant to the mandatory mediation referenced above (or if one of the parties refuses to participate in the mandatory mediation or fails to respond to a complaining party’s request for mediation), the parties may subsequently file a judicial action.
15.3. Disputes Not Subject to the Mediation Process. The following claims or actions are not subject to the mandatory mediation provisions of this Section 15:
15.3.1. A request for an order of injunctive relief and any related incidental damages;
15.3.2. A request for an order to prevent the disclosure of or misuse of Confidential Information or trade secrets; and/or
15.3.3. Enforcement of Client’s payment obligations as set forth under Section 7.
16. GENERAL.
16.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign or purport to assign any of its rights or obligations under this Agreement without the advance written consent of the other party (which must not be unreasonably withheld), except that Podium may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.
16.2. Notices. Any notice or communication to Podium under this Agreement must be in writing. Client must send any notices under this Agreement (including breach notices) to Podium Headquarters (include “Attn. Legal Department” in the subject line) or by email to legal@podium.com. Podium may send notices to the e-mail addresses on Client’s account or, at Podium’s option, to Client’s last-known postal address. Podium may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of such notice on Podium’s Website or the Services. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Podium is not responsible for any automatic filtering Client or its network provider may apply to email notifications.
16.3. Publicity. Unless otherwise specified in the applicable Subscription Documentation, Podium may use Client’s name, logo, and marks to identify Client as a Podium Client on Podium’s website and other marketing materials.
16.4. Podium Communication with Client. You agree that Podium may send you emails and text messages, including transactional, operational, and marketing messages, possibly using automated technology, to the email or phone number you provide to Podium. Message and/or data rates may apply to such messages, and you may opt out at any time. You will keep your contact information up to date and will notify Podium immediately in the event that your contact information changes.
16.5. Referral Programs. Podium may, from time to time, and in its sole discretion, offer referral programs or opportunities to certain Podium clients or users. Such programs or opportunities may include incentives for such clients or users to promote Podium and/or its Services to their family or friends. Participation in such programs or opportunities is completely voluntary and is subject to this Agreement and the Podium Referral Program Terms (“Referral Program Terms”). Podium may modify, discontinue, or terminate any referral program or similar opportunity at any time, without notice.
16.6. Subcontractors. Podium may use subcontractors and permit them to exercise the rights granted to Podium in order to provide the Services and related services under this Agreement. Except as otherwise set forth in the DPA, Podium will not be required to obtain Client’s consent or provide notice of such subcontracting or delegation. To avoid any doubt, Podium remains responsible for the performance of its obligations or the exercise of its rights under this Agreement regardless of any subcontracting or delegation.
16.7. Subpoenas. Nothing in this Agreement prevents Podium from disclosing Client Data to the extent required by law, subpoenas, or court orders, but Podium will use commercially reasonable efforts to notify Client where permitted to do so.
16.8. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
16.9. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
16.10. Amendments; Waivers. Podium may update or modify these Terms (including the Additional Terms and any referenced policies and other documents) from time to time by giving reasonable notice and posting a revised version on the Website or Services or by notification via the email associated with your account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Subscription Term. Immaterial modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, will constitute acceptance of the updated Terms. If Client does not agree to the updated Terms, Client will no longer have the right to use the Services, except where applicable Law requires different treatment. Except as otherwise described in this Section 16.10, any modification, supplementation, replacement, novation or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights or delay in exercising any right under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
16.11. Headings. The headings used in this Agreement are for ease of reference only. They are not intended as a complete restatement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.
16.12. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.
16.13. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Client acknowledges that each Subscription only permits use by and for the legal entity or entities identified in the Subscription Documentation and not any affiliates. Furthermore, Client’s affiliates are not permitted to use the Services under these Terms unless an affiliate agrees to these Terms individually and creates its own account.
16.14. Attorneys’ Fees and Costs. The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.
16.15. Entire Agreement. This Agreement, including these Terms and any applicable Subscription Documentation, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Podium Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. Any terms provided by Client (including as part of any purchase order or other business form used by Client) are for administrative purposes only and have no legal effect.
16.16. Counterparts; Electronic Transmission. This Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery will be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.
16.17. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
16.17.1. Australia Clients. If you are a Podium client located in Australia, this Agreement is governed by the laws of Victoria, Australia. To the extent permitted by law, the courts of Victoria, Australia, will be the exclusive jurisdiction for disputes arising out of or in connection with this Agreement.
16.18. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
16.19. Notice Regarding Apple. This Section 16.19 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Podium only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (a) product liability claims; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Effective: November 1, 2023
Effective November 1st 2023 to November 1st 2023
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Table of Contents
Podium Terms of Service
Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (individually and collectively, the “Website”), is owned and operated by Podium Corporation, Inc. (“Podium,” “we,” “us,” or “our”). By using, installing, or accessing the Website or Services (as defined below), by signing or clicking to accept these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to be bound by the following terms and conditions (together, these “Terms”, or this “Agreement”).
If you are using a Podium Service on behalf of a company, organization, or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee, agent, or other authorized representative with all necessary authority to bind that entity to this Agreement.
This Agreement includes and hereby incorporates by reference any Subscription Documentation executed between you and Podium, as well as any policies or exhibits linked to or referenced herein. If you have entered into a separate written agreement with Podium concerning specific Services, the terms of such agreement control if there is any conflict between the terms of such agreement and these Terms. Please note that we may modify this Agreement as described in Section 16.10 below.
1. DEFINITIONS.
1.1. “Business Associate Agreement” (hereinafter “BAA”) means a written agreement between a Covered Entity and a Business Associate (as those terms are defined under HIPAA) containing the elements specified at 45 CFR 164.504(e).
1.2. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
1.3. “HIPAA” means the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160 and 162, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160, all as may be amended from time to time.
1.4. "Law(s)” means all applicable local, state, federal, and international laws, rules, and regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, Canada’s Anti-Spam Legislation (“CASL”), the Australian Consumer Law, the AU Privacy Act 1988 (Cth), and the AU Spam Act 2023 (Cth)
1.5. “Protected Health Information” (hereinafter “PHI”) has the same meaning as that term is defined in HIPAA.
1.6. “Territory” means the United States, Canada, and Australia, unless otherwise expressly set forth in Client’s Subscription Documentation.
Other terms are defined in other Sections of this Agreement.
2. SERVICES.
2.1. Services. Podium provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “Phones” (formerly Voice), and “Bulk Messages” (formerly Campaigns), payment processing and related services (“Payments”), certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time (together with the Website, the “Service(s)”). Client will, from time to time, enter into a proposal, quote, services/purchase agreement, order form, statement of work, or otherwise click to accept or agree to an online registration form ("Subscription Documentation"), which references this Agreement and details the Services ordered from Podium and, if applicable, the usage limits or other scope of use descriptions for the Services (including without limitation any usage or volume limits, numerical limits on Authorized Users, and descriptions of product feature levels) (“Scope of Use”). Client may be provided the option to purchase certain Services as part of a package or bundle offer (each, a “Bundle”), as detailed in the applicable Subscription Documentation. The Services included in Podium’s standard Bundles are currently specified here (the Services and pricing available to clients in Australia are currently specified here). Podium has no obligation to provide any services or perform any tasks not specifically set forth in this Agreement, including any applicable Subscription Documentation.
2.2. Alteration of Subscription Documentation. Any amendments or modifications to any existing Subscription Documentation must be agreed to in writing by the parties. Podium has no obligation to perform any Services under any amended Subscription Documentation until the parties have agreed to the effect of such changes on the applicable Fees.
2.3. Modification of the Services. Podium reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), or to alter the offering of the Services (including by adding, limiting, or discontinuing certain Bundles) temporarily or permanently. Podium also reserves the right to replace certain Services and Bundles with functionally equivalent Services or Bundles, at its sole discretion. In the event Podium makes any modification or alteration to the Services or the offering thereof that has a material adverse effect on the functionality of the Services ordered under your Subscription Documentation, Client may terminate this Agreement and receive a pro-rated refund of pre-paid, unused Fees for the remainder of Client’s Subscription Term (as defined below).
2.4. Additional Terms. Client’s subscription to or use of certain Services or features of the Services may be subject to additional terms, policies, rules, or guidelines that we may post on or link to from these Terms or the Services (the “Additional Terms”). To the extent applicable, all Additional Terms are incorporated by this reference into, and made a part of, these Terms. If Client purchases or otherwise uses any of the following Services, Client’s use is subject to and Client accepts the applicable Additional Terms, as set forth below.
2.4.1. Podium Payments. If Client uses Podium Payments, Client agrees to be bound by the Podium Payments Service Terms.
2.4.2. Podium Phones. If Client uses Podium Phones, Client agrees to be bound by the Podium Phones Service Terms.
2.4.3. Podium Marketplace. If Client uses the Podium Marketplace, Client agrees to be bound by the Podium Marketplace Terms of Use.
2.4.4. Podium API. If Client uses the Podium API, Client agrees to be bound by the applicable terms of the Podium API Terms of Use.
2.4.5. Podium Developer Platform. If Client uses the Podium Developer Platform, Client agrees to be bound by the Podium Developer Terms.
3. USE RIGHTS; RESTRICTIONS.
3.1. Use of Services. Subject to all terms of this Agreement, including any Additional Terms, Podium grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory (to the extent available in the Territory) to: (a) install and use an object code copy of any mobile application associated with the Services; and (b) access and use the Services, designated on Client’s Subscription Documentation solely for Client’s internal business purposes, but only in accordance with this Agreement, Podium’s Acceptable Use Policy (“Acceptable Use Policy”), the applicable Subscription Documentation, and all applicable Scope of Use descriptions. Podium makes no representation that the Services are appropriate or available for use in locations outside the Territory (or that all products or features of the Services are available throughout the Territory). Furthermore, accessing the Services from territories where their content or use is illegal, is prohibited under this Agreement. If Client attempts to access or use the Services outside of the Territory, Client does so at its own initiative and is responsible for compliance with all Laws and any costs associated with access or use outside the Territory. You may not use or export the Services in violation of U.S. export laws and regulations.
3.2. Account Registration. Client must register for a Podium account in order to access or receive the Services. Account information must be accurate, current, and complete. Client agrees to keep its account information up to date so that Podium may send notices, statements, and other information by email or through Client’s account. Client is solely responsible for all use of its Services account(s). Podium will not be liable for any loss or damage arising from unauthorized use of Client’s account(s) not directly caused by Podium's actions or omissions.
3.3. Eligibility and Use by Others. By agreeing to these Terms, Client warrants that it and its employees, agents, contractors, and any other users (including but not limited to Developer Partners or Third-Party Providers) whom Client has authorized to access the Services on its behalf (“Authorized Users”): (a) are over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all Laws when using the Services. Client may permit its Authorized Users to use the Services provided their use is for Client’s benefit only and remains in compliance with this Agreement. Authorized Users are and will be subject to the applicable terms and conditions of this Agreement, which may be communicated by posting to the Website or on a click-through basis to Authorized Users upon access to the Services and/or Website.
3.4. Responsibility for Authorized Users. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with this Agreement. Client will be solely responsible for authorizing and creating user IDs, passwords, and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Provided, however, Podium may, in its sole discretion, suspend any Authorized User’s access to the Services, as set forth in Section 8.2 below. Client is solely responsible for ensuring that any user IDs, passwords, and other access credentials (such as API tokens) for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, Client is solely responsible for complying, and ensuring its Authorized Users comply, with all Laws applicable to Client. Client will be solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials and must ensure that each Authorized User has a separate and distinct user account (with separate and distinct access credentials) that is not shared with any other user(s). Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions.
3.5. Use by Customers. Any person that is a client, customer, or patient of Client, or that is a potential client, customer, or patient of Client (“Customer(s)”) who accesses and/or uses the Services, including via Client’s account or website, is subject to the Acceptable Use Policy and such other terms as may be provided by Podium from time to time, which includes Podium’s right to remove or disable access to any Customer or content or resource that violates the Acceptable Use Policy.
3.6. General Restrictions. Client must not (and must not allow any third party to): (a) rent, lease, copy, transfer, sublicense, or provide access to the Podium Technology (as defined below) to a third party (except Authorized Users as specifically authorized above); (b) incorporate the Podium Technology (or any portion thereof) into, or use it with or to provide, any site, product, or service, except as otherwise expressly authorized by Podium in writing; (c) use the Podium Technology (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (d) publicly disseminate information regarding the performance of the Podium Technology (which is deemed Podium’s Confidential Information); (e) modify or create a derivative work of the Podium Technology or any portion thereof or access the services with the intent to copy or create a competitive or derivative product/service; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Podium Technology or Services, except to the extent expressly permitted by applicable Law and then only upon advance notice to Podium; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the Podium Technology other than as specifically permitted above; (i) use the Services in violation of the Acceptable Use Policy; or (j) remove or obscure any proprietary or other notices contained in the Podium Technology including in any reports or output obtained from the Podium Technology.
3.7. Beta Releases and Free Access Subscriptions. Subject to Client’s compliance with the terms of this Agreement, Podium may provide Client with certain Services for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta”, or other early stage Services, integrations, or features (“Beta Release(s)”) for the Subscription Term set forth in the applicable Subscription Documentation (if applicable). This Section 3.7 and any relevant Additional Terms will apply to any Free Access Subscription or Beta Release (even if a Beta Release is provided for a fee or counts towards Client’s Scope of Use allocations) and supersedes any contrary provision in this Agreement. For the avoidance of doubt, Section 6 (Availability of Services; Support) will not apply to any Free Access Subscription or Beta Release; though Podium may use good faith efforts, in its discretion, to assist Client with Free Access Subscriptions or Beta Releases. Without limiting the other disclaimers and limitations in this Agreement, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT FREE ACCESS SUBSCRIPTIONS AND BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH PODIUM WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS AT CLIENT’S SOLE RISK. You may choose to use Free Access Subscriptions and Beta Releases at your sole discretion. Podium makes no guarantees or promises with respect to the continued availability of any Free Access Subscriptions or Beta Releases or that future versions of a Free Access Subscription or Beta Release will be released or will be available under the same commercial or other terms. Podium may discontinue Free Access Subscriptions or Beta Releases at any time, in our sole discretion, and decide not to make them generally available. Notwithstanding anything to the contrary herein, Podium may terminate Client’s right to use any Free Access Subscription or Beta Release at any time and with reasonable notice for any reason or no reason in Podium’s sole discretion, without liability.
4. CLIENT DATA.
4.1. Rights in Client Data. As between the parties, Client retains all right, title, and interest (including any intellectual property rights) in and to any text, images, or other content and data that Client selects or submits for use or incorporation with the Services (including without limitation, chat and message logs, Customer Data, PHI, or any Third-Party Content) (“Client Data”). To the extent Client is a Covered Entity or a Business Associate, as those terms are defined in HIPAA, "Client Data" also includes PHI. “Customer Data” means data related to the identity, characteristics, and activities of Customers, collected or submitted to the Services by Client or captured by the Services. “Third-Party Content” means content, data, or other materials that Client provides to the Podium Services from its third-party data providers, including through Third-Party Products (as defined below) used by Client. Client hereby grants Podium a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Client Data as necessary to provide the Services and related services to Client and as otherwise provided herein and in Podium's Privacy Policy (the "Privacy Policy"), and hereby instructs Podium to do the same. Client further instructs Podium to use and disclose Customer Data as necessary to provide the Services consistent with this Agreement and as otherwise set forth in the Privacy Policy.
4.2. Aggregate/Anonymous Data. Client agrees that Podium will have the right to generate usage data from Client use of the Services and may aggregate anonymized Client Data (“Aggregate/Anonymous Data”). Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is Podium Technology, which Podium may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Podium’s products and services and to create and distribute reports and other materials). Podium will not distribute Aggregate/Anonymous Data in a manner that personally identifies Client or its Customers, or that would otherwise violate applicable Laws. If Client and Podium have entered into a BAA, Podium will use the Aggregate/Anonymous Data only in conformity with the terms of such agreement.
4.3. Monitoring. Client understands and agrees that Podium may monitor and analyze Client Data or Customer Data (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Website or Services; to improve Client’s experience using the Website or Services; to customize and communicate informational or product offerings and promotions to Client; to ensure compliance with the Acceptable Use Policy (including taking corrective action permitted therein); and/or to make the Website or Services more helpful or useful to Client and other users. This may include use of technologies (such as session replay services, transcription services, cookie, pixel, or other tracking technologies) that maintain records of browsing sessions and other activities on the Website and Services. Client also understands that any third-party platform(s) or Third-Party Provider(s) Client elects to use or access in conjunction with the Services may also monitor and analyze the Client Data and/or Customer Data Client uses or accesses in connection with such third-party platforms, to customize and communicate information or product offerings and promotions to Client; to ensure compliance with applicable terms of use; and to make such third-party platform(s) more helpful or useful to Client and other users.
4.4. Security. Podium agrees to maintain physical, technical, and organizational measures designed, in its discretion, to secure its systems from unauthorized access, use, or disclosure. If Client is a Covered Entity or Business Associate, as defined in HIPAA, Podium and Client agree to the terms of Podium’s BAA (currently available at https://legal.podium.com/#BAA), which may be amended from time to time, and to secure and utilize PHI in accordance with the BAA. Podium takes no responsibility and assumes no liability for any Client Data other than its express security obligations in this Section 4.4.
4.5. Storage. Podium does not provide an archiving service. During the Subscription Term, Client acknowledges that Podium may delete Client Data no longer in active use. Additionally, Client understands and agrees that following termination, Podium may delete all Client Data in its possession. Except for requirements that are included in any BAA entered into between Podium and Client, Podium expressly disclaims all other obligations with respect to storage.
4.6. Privacy and Data Processing. The Privacy Policy describes how we handle the information you provide to us or we otherwise collect when you and your Customers use the Services. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including, as applicable, the transfer of this information to the United States and other countries for storage, processing, and use by Podium and its affiliates. Additionally, to the extent applicable, the parties agree that Podium’s Data Processing Addendum (“Data Processing Addendum” or “DPA”) (currently available at https://legal.podium.com/#dpa), governs in the event Podium Processes any Covered Data as Client’s Processor or Service Provider (as those terms are defined in the DPA) in connection with this Agreement.
5. CLIENT OBLIGATIONS.
5.1. Warranty. Client warrants and represents that it will use the Services in full compliance with all Laws and terms of this Agreement, including the Acceptable Use Policy, and that it will not use the Services in a manner that would cause Podium to violate any obligation with respect to any such Laws. Client also warrants and represents that: (a) Client has sole ownership of any Client Data it provides to Podium, or otherwise has legal rights to provide such Client Data, and Client Data will not violate third-party rights, including intellectual property, privacy, and publicity rights; (b) Podium’s possession and/or use of the Client Data on Client’s behalf in connection with the Services, as contemplated hereunder, will not violate any contract, statute, regulation, or other third-party rights; (c) any Client Data Client and/or Client’s authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, and will only concern Client or the goods and/or services that Client provides; (d) Client is authorized to provide Podium with any Customer, Client, or Authorized User information it provides in connection with the Services, including any personally identifying information; and (e) Client and/or Client’s Authorized User(s) will only use the Services for interaction with actual Customers. If Client receives any take-down requests or infringement notices related to Client Data or its use of Third-Party Products, it will promptly stop using these items with the Services and notify Podium immediately. Additionally, if an integration is included in the Services Client orders, Client grants Podium the right to access Client’s Data or Client’s CRM system directly or through a third-party service for the purposes of fulfilling Podium’s obligations under this Agreement, and Client warrants that Client is not restricted by law or applicable agreement from granting Podium such right.
5.2. Customer Consent; Intended Use of the Services. Client understands and agrees that the Services are intended to allow Client to communicate electronically only with Client’s own current Customers who have consented to the receipt of such communications and are provided with all necessary notices in accordance with applicable Laws. Accordingly, Client will for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing the Services; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use the Services to make or send communication only in compliance with all Laws, the terms of this Agreement (including the Acceptable Use Policy) and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client also understands and agrees that the Services are intended primarily to be used for transactional and/or informational communications. If Client uses the Services to make or send any written electronic communication (including but not limited text messages) that includes advertisements, marketing, telemarketing, or promotional messaging, as such are defined in applicable Laws (hereinafter, collectively “Marketing”), Client must, in each instance, clearly designate such message(s) as “Marketing” within the Service prior to sending. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated this Section 5.
6. AVAILABILITY OF SERVICES; SUPPORT.
6.1. Availability. Subject to the terms of this Agreement and any scheduled maintenance and unavailability caused by: (a) actions or omissions of Client; (b) failures, errors, or defects in the facilities, hardware, software, or network of Client; or (c) circumstances that constitute a force majeure event or that are beyond Podium’s reasonable control, the Services will be available for access via the Website 99.0% of the time during of the applicable Subscription Term. Client’s sole remedy and Podium’s sole liability for failure to meet the aforementioned availability will be support in accordance with Section 6.2.
6.2. Support. Podium makes available web-based support through the Website. Additional support services may be available to Client subject to payment of applicable fees (if any), as specified in any applicable Subscription Documentation. Any support services are subject to this Agreement and Podium’s applicable support policies, if any. Client is primarily responsible for its own account setup and onboarding. Podium may also provide onboarding, deployment, and other services under this Agreement, including via Third-Party Providers or subcontractors. If applicable, the scope, pricing, and other terms for these additional services will be set forth in the applicable Subscription Documentation. Podium’s ability to deliver the Services will depend on Client’s reasonable and timely cooperation and the accuracy and completeness of any information from Client needed to deliver the Services.
7. FEES AND PAYMENT.
7.1. Fees. Unless otherwise specified on Client's Subscription Documentation, the Services are provided on an ongoing, per license subscription-basis, including automatically recurring payments for periodic charges, according to the terms and conditions of the Subscription Documentation (“Subscription”). Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Additional Terms (collectively, the “Fees”). Except as otherwise specified in the applicable Subscription Documentation, unless Client terminates a Free Access Subscription prior to the lapse of the Free Access Subscription Term, such Services will convert to a paid Subscription and Client agrees to pay Podium the applicable Subscription Fees according to the terms of this Agreement. Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
7.2. Payment of Fees. Unless otherwise specified in the applicable Subscription Documentation, all Subscription Fees will be paid annually in advance (though overage fees, if any, may be charged in arrears), and all references to currency set forth herein will mean U.S. dollars, with all payments hereunder to be made in U.S. dollars. Subscription Fees are non-refundable and non-creditable, except as expressly set forth in Sections 2.3 (Modification of the Services) and 8.3 (Termination for Cause). If the payment method selected on Client's Subscription Documentation is credit card, ACH, or direct debit, Client acknowledges and authorizes Podium to charge Fees and other amounts automatically, on an auto-renew basis on your Subscription Start Date (as defined below) for each subsequent Subscription Term. For the avoidance of doubt, all additional Subscription Fees for additional Services accessed by Client will be billed when the Service is first accessed by Client and automatically, on an auto-renew basis on Client’s existing Subscription Start Date. Podium may from time to time provide notice to Client regarding any Renewal Term(s) and the auto-renew processes. The Subscription will continue unless and until you or Podium terminate your Subscription in accordance with Section 8. You must cancel your Subscription before it renews in order to avoid billing the next periodic Subscription Fees to your account. If Client elects to pay by credit card, then you are responsible for both (a) enabling auto-recharge on your account and (b) ensuring that your account has a sufficient positive balance to cover all Fees when due. Should Podium be unable to process/receive the Fees when due and owing, payment shall be considered overdue. Podium will have the right to charge interest on all overdue amounts equal to the maximum amounts allowed by applicable Law. Additionally, after payment becomes overdue, Podium will have the right to immediately suspend Client’s access to the Services and/or seek to enforce Client’s payment obligations, including through the use of third-party services. If Podium sends Client’s account for collection and/or initiates legal action to collect overdue amounts, Podium may seek to recover all costs and expenses of such action, including reasonable legal or attorney's fees, court costs, and expenses.
7.3. Taxes and Other Governmental or Regulatory Fees. Podium’s Fees are exclusive of all taxes, regulatory fees, or levies and Client must pay any applicable taxes regulatory fees, or levies (which for clients located in Australia, includes any applicable goods and services taxes as set out in a New Tax System (Goods and Services Tax) Act 1999 (Cth)), whether domestic or foreign, other than taxes based on the income of Podium. Client will make tax and regulatory fee payments to Podium to the extent amounts are included on Podium’s invoices.
7.4. Industry Fees and Surcharges. Your use of the Services may also be subject to certain industry-related fees or surcharges (such as fees imposed by telecommunications carriers or other over the top communications providers (for example, 10DLC-related fees)) (collectively, “Industry Fees”). Industry Fees may also include cost recovery fees representing a reasonable recovery of the charges, fees, and administrative expenses imposed on Podium and associated with the provision of the Services to you and your use of the Services. Podium’s Fees are exclusive of any such Industry Fees, and you will be required to pay any such Industry Fees related to your use of the Services. Where required by law, or at our own election, Podium will reflect such Industry Fees as a separate line on your invoice. Industry Fees may change at any time.
7.5. Fee Increase. Podium reserves the right to determine the applicable Fees for any Service(s). While Podium will make reasonable efforts to keep the information relating to Fees published on its Website up to date, you should check the Website periodically for information about current Fees. If any Fees (other than Taxes, Industry Fees, or governmental/regulatory fees, which may may change at any time) are specified on your Subscription Documentation, Podium may increase Fees applicable to you upon forty-five (45) days’ prior written notice, effective on the start date of your subsequent Subscription Term (if Client has not elected to opt out of the automatic renewal or renegotiate the Fees). Additionally, notwithstanding the foregoing, Podium may adjust the Payments Services Fees as set forth in the Payments Service Terms. Podium may also, from time to time and in its sole discretion, make promotional offers or different Fees available to its clients or other users. Such promotional offers will not apply to you or this Agreement unless specified in writing in your Subscription Documentation.
8. TERM AND TERMINATION.
8.1. Term. This Agreement is effective until the applicable Subscription Term for the Services has expired or the Subscription is terminated as expressly permitted herein. Unless otherwise stated in Client’s Subscription Documentation, the initial term for any Subscription to the Services is twelve (12) months and will automatically renew for subsequent periods of equal duration (the “Subscription Term”), unless either party gives written notice of non-renewal at least one (1) month before the end of the then-current Subscription Term. Client may give notice of non-renewal by sending an email to support@podium.com. If no Subscription start date is specified on the applicable Subscription Documentation, the Subscription starts when Client first obtains access to the Services (“Subscription Start Date”). By agreeing to any Subscription Documentation, Client is agreeing to pay applicable fees for the entire Subscription Term. Client cannot cancel or terminate a Subscription Term except as expressly permitted by this Section 8.1 (Term) or Section 8.3 (Termination for Cause). Unless Client’s Subscription Documentation expressly states otherwise, any additional Services purchased during Client’s Subscription Term will be coterminous with Client’s most recent Podium platform Subscription Term.
8.2. Suspension of Services. Podium may suspend Client’s (or any Authorized User’s, as applicable) access to the Services if: (a) Client’s account is overdue, or (b) Client has exceeded its Scope of Use limits. Podium may also suspend Client’s (or any Authorized User’s, as applicable) access to the Services, remove Client Data, or disable Third-Party Products if it determines that: (i) Client has breached Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations); or (ii) suspension is necessary to prevent harm or liability to other clients of Podium or third parties or to preserve the security, stability, availability, or integrity of the Services. Podium will have no liability for taking action as permitted above. For avoidance of doubt, Client will remain responsible for payment of Fees during any suspension period other than for any suspension that: (a) is not due to the fault of the Client, and (b) lasts longer than five (5) days. Unless this Agreement has been terminated, Podium will cooperate with Client to restore access to the Services once it verifies that Client has resolved the condition requiring suspension.
8.3. Termination for Cause. Either party may terminate this Agreement, including any related Subscription Documentation, if the other party: (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter) (or in the case of clients located in Australia, such party has a liquidator appointed or otherwise ceases to carry on business). If Client terminates during the Subscription Term for any reason other than the foregoing, Client will be responsible for the Fees due for the entire Subscription Term. Podium may also terminate this Agreement or any related Subscription Documentation immediately if Client breaches Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations), for repeated violations of other Sections of this Agreement, or if applicable, a breach of the parties’ BAA.
8.4. Effect of Termination. Upon any expiration or termination of this Agreement or any Subscription Documentation: (a) Client’s license rights will terminate and it must immediately cease use of the Services (including any related Podium Technology) and delete (or, at Podium’s request, return) any and all copies of any Podium documentation, scripts, passwords or access codes, and any other Podium Confidential Information in Client’s possession, custody, or control; and (b) Client’s right to access any Client Data in the applicable Services will cease, and unless otherwise precluded by a BAA or other obligation under applicable Law, Podium may delete any such data in its possession at any time. If Podium terminates this Agreement for cause as provided in Section 8.3 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Client. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
8.5. Survival. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions); 3 (Use Rights; Restrictions); 4 (Client Data); 7 (Fees and Payment); 8 (Term and Termination); 9 (Confidential Information); 10 (Podium Technology); 11 (Third-Party Providers and Third-Party Products); 12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); 15 (Dispute Resolution); and 16 (General).
9. CONFIDENTIAL INFORMATION.
9.1. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, subcontractors, or Authorized Users having a legitimate need to know (which, for Podium, includes the subcontractors referenced in Section 16.6), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 9 and these recipients are bound to confidentiality obligations no less protective than this Section.
9.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law, subpoenas, or court orders, provided it uses commercially reasonable efforts to notify the other party (where permitted to do so) and cooperates in any effort by the other party to obtain confidential treatment for the information.
9.3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
10. PODIUM TECHNOLOGY.
10.1. Ownership and Updates. By accepting this Agreement, Client acknowledges that it is obtaining only a limited right to use the Services and irrespective of any use of the words “purchase”, “sale”, or similar terms, no ownership rights are transferred to Client under this Agreement and, except as expressly permitted by such limited right, Client may not make any use of Podium Technology. Client agrees that Podium (or its suppliers) exclusively retains all rights, title, and interest (including all intellectual property rights) in and to all Services, products, any and all related documentation, software, technology, code, know-how, logos, trademarks, service marks, and templates (including in any reports or output obtained from the Services), anything delivered as part of support, materials or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Suggestions (as defined below) provided by Podium (collectively, "Podium Technology") (which is deemed Podium’s Confidential Information) and reserves any licenses not specifically granted herein. Furthermore, Podium exclusively owns and reserves all right, title, and interest in and to Podium’s Confidential Information and any data, in anonymized or aggregated form that does not identify you, any end users, or any natural person, generated or derived from the use or operation of the Services, including volumes, frequencies, bounce rates, and performance results for the Services. The Services are offered as an online, hosted product. Accordingly, Client acknowledges and agrees that it has no right to obtain a copy of the software behind any Services and that Podium at its option may make updates, bug fixes, modifications, or improvements to the Services from time-to-time.
10.2. Suggestions. If Client elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, “Suggestions”), Client hereby grants Podium a worldwide, perpetual, non-revocable, sublicensable, royalty-free right, and license to use, copy, disclose, license, distribute, and exploit any such Suggestions in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Suggestions or otherwise.
11. THIRD-PARTY PROVIDERS AND THIRD-PARTY PRODUCTS.
Podium may, from time to time, contract with a third party to facilitate certain features of the Services, including as described in Section 16.6 of this Agreement. Podium may also allow or facilitate Client to make arrangements with other third-party providers that provide products or services in connection with, but which are not included in, the Services as defined in this Agreement (“Third-Party Provider(s)”). If Client elects to use any Third-Party Provider(s) or any applications, integrations, add-ons, software, code, online services, systems, and other products that are not Podium Technology (“Third-Party Products”) in connection with the Services, such Third-Party Provider(s) or Third-Party Products may make Third-Party Content available to Client and may access Client’s instance of the Services, including Client Data. Client agrees and acknowledges that use of such Third-Party Provider(s) or Third-Party Products may require Client to enter into separate terms and conditions with such third-party. Unless Podium expressly agrees otherwise in a signed writing, Podium (a) is not a party to any such terms; (b) will not be liable thereunder; (c) does not warrant or support Third-Party Providers, Third-Party Products; or Third-Party Content; and (d) disclaims all responsibility and liability for Third-Party Providers and their access to the Services, including their modification, deletion, disclosure, or collection of Client Data. Podium is not responsible in any way for Client Data once it is transmitted, copied, or removed from the Services. Unless Podium expressly states otherwise in signed writing, Third-Party Providers are not “subcontractors'' under this Agreement, and Podium disclaims all responsibility and liability for the actions or omissions of any Third-Party Providers, including but not limited to Developers.
12. INDEMNIFICATION.
12.1. Indemnification by Client. Client will indemnify and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) your unauthorized use of, or misuse of, the Services, including but not limited to the Podium Marketplace and Podium API, as applicable; (b) your violation of, or any claim that you have violated, any applicable Law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party (including but not limited to your Customers, any Developer Partners, and any Third-Party Providers); (d) any demand, dispute, or issue (including without limitation fee disputes) between you and any Payment Service Provider(s) (as defined in the applicable Additional Terms); (e) any Client Data; (f) Podium’s use, as contemplated in this Agreement, of any information provided to Podium by you or your Customers; (g) breach or alleged breach of this Agreement, including Client’s warranties and obligations; or (h) if applicable, any breach or alleged breach of Client’s obligations contained in the BAA. Client also agrees to defend the Podium Entities against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event Podium assumes exclusive defense of such claims, Client agrees to cooperate with our defense of any such claims. Client may not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12.2. Indemnification by Podium. Podium will indemnify and hold Client harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to (a) Podium’s gross negligence or willful misconduct; or (b) Podium’s infringement, misappropriation, or violation of a third party’s intellectual property rights. Podium also agrees to defend Client against these claims at Client’s request, but Client may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. Podium must not settle any claim without Client’s prior written consent if the settlement does not fully release Client from liability or would require Client to admit fault, pay any amounts, or take or refrain from taking any action.
12.3. Exclusions to Podium’s Indemnification. Podium will not be required to indemnify Client under Section 12.2(b) above, to the extent that the infringement, misappropriation or, violation of a third party’s intellectual property rights arises from: (a) modification of the Services by Client, its Authorized Users, Developer Partners, Third-Party Providers, affiliates, employees, or contractors in conflict with Client’s obligations or as a result of any prohibited activity under this Agreement, (b) use of the Services in a manner inconsistent with this Agreement, the Acceptable Use Policy, the Additional Terms, the Subscription Documentation, or any other agreement related to this Agreement, or (c) use of the Services in combination with any other application, product, or service not provided by Podium if such claim would not have occurred without such combination.
13. DISCLAIMERS.
13.1. EXCEPT AS PROVIDED EXPRESSLY HEREIN, ALL PODIUM TECHNOLOGY AND RELATED SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH THE PODIUM TECHNOLOGY ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM TECHNOLOGY WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM TECHNOLOGY WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, AND PODIUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY PROVIDERS, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON PODIUM TECHNOLOGY OR PODIUM’S RELATED SERVICES (INCLUDING CHANGES TO CLIENT PROPERTIES). THE DISCLAIMERS IN THIS SECTION 13 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
13.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS CLIENT(S) DO NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
13.3. For Clients Located in Australia Only. Neither this Section 13 (Disclaimers) nor Section 14 (Limitations of Liability) below excludes, restricts, or modifies the application of any provision of the Australian Consumer Law (ACL) (whether applicable as a law of the Commonwealth, or any state or territory of Australia), the exercise of any right to remedy conferred by the ACL, or the liability of Podium for a failure to comply with any applicable consumer guarantees where to do so would contravene the ACL or cause any part of these sections to be void. Additionally, Section 13.2 above does not apply to the extent Client is entitled to a right to rely under applicable Law.
14. LIMITATIONS OF LIABILITY.
14.1. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL PODIUM OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PODIUM’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CLIENT TO PODIUM FOR THE APPLICABLE SERVICE(S) OR RELATED SERVICE(S) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, PODIUM’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 14 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 14 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY PODIUM TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14.2. FOR CLIENTS LOCATED IN AUSTRALIA ONLY. TO THE EXTENT THAT LIABILITY CANNOT BE EXCLUDED UNDER THIS SECTION 14, AND WHERE THE ACL APPLIES, PODIUM’S LIABILITY IS LIMITED AT THE OPTION OF PODIUM TO (A) IN THE CASE OF ANY PRODUCT, ANY ONE OR MORE OF THE FOLLOWING (i) THE REPLACEMENT OF THE PRODUCT OR THE SUPPLY OF EQUIVALENT PRODUCT, (ii) THE REPAIR OF THE PRODUCT, (iii) THE PAYMENT OF THE COST OF REPLACING THE PRODUCT OR OF ACQUIRING EQUIVALENT PRODUCT, OR (iv) THE PAYMENT OF THE COST OF HAVING THE PRODUCT REQUIRED, IF APPLICABLE; AND (B) IN THE CASE OF ANY PODIUM TECHNOLOGY OR SERVICES OR RELATED SERVICES PERFORMED BY PODIUM: (i) THE SUPPLY OF THOSE SERVICES AGAIN, OR (ii) THE PAYMENT OF THE COST OF HAVING THOSE SERVICES APPLIED AGAIN.
15. DISPUTE RESOLUTION.
If a dispute arises between the parties related to this Agreement or the Services provided therefrom, and the dispute cannot be settled through informal negotiations, the parties agree to resolve their dispute (referred to herein as “Claim(s)”) as follows:
15.1. Mediation. The parties agree to participate in mediation to settle their Claims in accordance with the rules and procedures found in Utah Code § 78B-10-101 et seq. (Utah Uniform Mediation Act and referred to as “UUMA”) (or for clients located in Australia, the rules and procedures found in the Institute of Arbitrators and Mediators Australia Mediation Rules (“Rules”)) and this Agreement before a party can file a judicial action, whether in a court of law, an administrative body, government agency, or otherwise. If there are any conflicting provisions between UUMA (or for clients located in Australia, the Rules) and this Agreement, the provisions in this Agreement will govern.
15.1.1. Notice. Mediation must be conducted within sixty (60) days from a party receiving written notice of Claims from a complaining party. The notice must contain a detailed description of the nature of the Claims and the requested relief sought.
15.1.2. Mediator Selection and Mediator Fees. A neutral mediator will be selected as mutually agreed upon by the parties. The mediator’s fees and costs will be paid to the mediator at the end of mediation, with both parties equally sharing the mediation costs and paying their own legal fees and costs.
15.1.3. Location. Mediation will occur in Salt Lake City, Utah, unless you are located in Australia, in which case mediation will occur in Melbourne, Victoria, Australia.
15.2. Judicial Action. If the parties are unable to resolve the Claim pursuant to the mandatory mediation referenced above (or if one of the parties refuses to participate in the mandatory mediation or fails to respond to a complaining party’s request for mediation), the parties may subsequently file a judicial action.
15.3. Disputes Not Subject to the Mediation Process. The following claims or actions are not subject to the mandatory mediation provisions of this Section 15:
15.3.1. A request for an order of injunctive relief and any related incidental damages;
15.3.2. A request for an order to prevent the disclosure of or misuse of Confidential Information or trade secrets; and/or
15.3.3. Enforcement of Client’s payment obligations as set forth under Section 7.
16. GENERAL.
16.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign or purport to assign any of its rights or obligations under this Agreement without the advance written consent of the other party (which must not be unreasonably withheld), except that Podium may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.
16.2. Notices. Any notice or communication to Podium under this Agreement must be in writing. Client must send any notices under this Agreement (including breach notices) to Podium Headquarters (include “Attn. Legal Department” in the subject line) or by email to legal@podium.com. Podium may send notices to the e-mail addresses on Client’s account or, at Podium’s option, to Client’s last-known postal address. Podium may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of such notice on Podium’s Website or the Services. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Podium is not responsible for any automatic filtering Client or its network provider may apply to email notifications.
16.3. Publicity. Unless otherwise specified in the applicable Subscription Documentation, Podium may use Client’s name, logo, and marks to identify Client as a Podium Client on Podium’s website and other marketing materials.
16.4. Podium Communication with Client. You agree that Podium may send you emails and text messages, including transactional, operational, and marketing messages, possibly using automated technology, to the email or phone number you provide to Podium. Message and/or data rates may apply to such messages, and you may opt out at any time. You will keep your contact information up to date and will notify Podium immediately in the event that your contact information changes.
16.5. Referral Programs. Podium may, from time to time, and in its sole discretion, offer referral programs or opportunities to certain Podium clients or users. Such programs or opportunities may include incentives for such clients or users to promote Podium and/or its Services to their family or friends. Participation in such programs or opportunities is completely voluntary and is subject to this Agreement and the Podium Referral Program Terms (“Referral Program Terms”). Podium may modify, discontinue, or terminate any referral program or similar opportunity at any time, without notice.
16.6. Subcontractors. Podium may use subcontractors and permit them to exercise the rights granted to Podium in order to provide the Services and related services under this Agreement. Except as otherwise set forth in the DPA, Podium will not be required to obtain Client’s consent or provide notice of such subcontracting or delegation. To avoid any doubt, Podium remains responsible for the performance of its obligations or the exercise of its rights under this Agreement regardless of any subcontracting or delegation.
16.7. Subpoenas. Nothing in this Agreement prevents Podium from disclosing Client Data to the extent required by law, subpoenas, or court orders, but Podium will use commercially reasonable efforts to notify Client where permitted to do so.
16.8. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
16.9. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
16.10. Amendments; Waivers. Podium may update or modify these Terms (including the Additional Terms and any referenced policies and other documents) from time to time by giving reasonable notice and posting a revised version on the Website or Services or by notification via the email associated with your account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Subscription Term. Immaterial modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, will constitute acceptance of the updated Terms. If Client does not agree to the updated Terms, Client will no longer have the right to use the Services, except where applicable Law requires different treatment. Except as otherwise described in this Section 16.10, any modification, supplementation, replacement, novation or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights or delay in exercising any right under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
16.11. Headings. The headings used in this Agreement are for ease of reference only. They are not intended as a complete restatement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.
16.12. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.
16.13. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Client acknowledges that each Subscription only permits use by and for the legal entity or entities identified in the Subscription Documentation and not any affiliates. Furthermore, Client’s affiliates are not permitted to use the Services under these Terms unless an affiliate agrees to these Terms individually and creates its own account.
16.14. Attorneys’ Fees and Costs. The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.
16.15. Entire Agreement. This Agreement, including these Terms and any applicable Subscription Documentation, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Podium Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. Any terms provided by Client (including as part of any purchase order or other business form used by Client) are for administrative purposes only and have no legal effect.
16.16. Counterparts; Electronic Transmission. This Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery will be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.
16.17. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
16.17.1. Australia Clients. If you are a Podium client located in Australia, this Agreement is governed by the laws of Victoria, Australia. To the extent permitted by law, the courts of Victoria, Australia, will be the exclusive jurisdiction for disputes arising out of or in connection with this Agreement.
16.18. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
16.19. Notice Regarding Apple. This Section 16.19 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Podium only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (a) product liability claims; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Effective: November 1, 2023
Effective October 19th 2023 to November 1st 2023
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Table of Contents
Podium Terms of Service
Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (individually and collectively, the “Website”), is owned and operated by Podium Corporation, Inc. (“Podium,” “we,” “us,” or “our”). By using, installing, or accessing the Website or Services (as defined below), by signing or clicking to accept these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to be bound by the following terms and conditions (together, these “Terms”, or this “Agreement”).
If you are using a Podium Service on behalf of a company, organization, or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee, agent, or other authorized representative with all necessary authority to bind that entity to this Agreement.
This Agreement includes and hereby incorporates by reference any Subscription Documentation executed between you and Podium, as well as any policies or exhibits linked to or referenced herein. If you have entered into a separate written agreement with Podium concerning specific Services, the terms of such agreement control if there is any conflict between the terms of such agreement and these Terms. Please note that we may modify this Agreement as described in Section 16.10 below.
1. DEFINITIONS.
1.1. “Business Associate Agreement” (hereinafter “BAA”) means a written agreement between a Covered Entity and a Business Associate (as those terms are defined under HIPAA) containing the elements specified at 45 CFR 164.504(e).
1.2. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
1.3. “HIPAA” means the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160 and 162, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160, all as may be amended from time to time.
1.4. "Law(s)” means all applicable local, state, federal, and international laws, rules, and regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, Canada’s Anti-Spam Legislation (“CASL”), the Australian Consumer Law, the AU Privacy Act 1988 (Cth), and the AU Spam Act 2023 (Cth)
1.5. “Protected Health Information” (hereinafter “PHI”) has the same meaning as that term is defined in HIPAA.
1.6. “Territory” means the United States, Canada, and Australia, unless otherwise expressly set forth in Client’s Subscription Documentation.
Other terms are defined in other Sections of this Agreement.
2. SERVICES.
2.1. Services. Podium provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “Phones” (formerly Voice), and “Bulk Messages” (formerly Campaigns), payment processing and related services (“Payments”), certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time (together with the Website, the “Service(s)”). Client will, from time to time, enter into a proposal, quote, services/purchase agreement, order form, statement of work, or otherwise click to accept or agree to an online registration form ("Subscription Documentation"), which references this Agreement and details the Services ordered from Podium and, if applicable, the usage limits or other scope of use descriptions for the Services (including without limitation any usage or volume limits, numerical limits on Authorized Users, and descriptions of product feature levels) (“Scope of Use”). Client may be provided the option to purchase certain Services as part of a package or bundle offer (each, a “Bundle”), as detailed in the applicable Subscription Documentation. The Services included in Podium’s standard Bundles are currently specified here (the Services and pricing available to clients in Australia are currently specified here). Podium has no obligation to provide any services or perform any tasks not specifically set forth in this Agreement, including any applicable Subscription Documentation.
2.2. Alteration of Subscription Documentation. Any amendments or modifications to any existing Subscription Documentation must be agreed to in writing by the parties. Podium has no obligation to perform any Services under any amended Subscription Documentation until the parties have agreed to the effect of such changes on the applicable Fees.
2.3. Modification of the Services. Podium reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), or to alter the offering of the Services (including by adding, limiting, or discontinuing certain Bundles) temporarily or permanently. Podium also reserves the right to replace certain Services and Bundles with functionally equivalent Services or Bundles, at its sole discretion. In the event Podium makes any modification or alteration to the Services or the offering thereof that has a material adverse effect on the functionality of the Services ordered under your Subscription Documentation, Client may terminate this Agreement and receive a pro-rated refund of pre-paid, unused Fees for the remainder of Client’s Subscription Term (as defined below).
2.4. Additional Terms. Client’s subscription to or use of certain Services or features of the Services may be subject to additional terms, policies, rules, or guidelines that we may post on or link to from these Terms or the Services (the “Additional Terms”). To the extent applicable, all Additional Terms are incorporated by this reference into, and made a part of, these Terms. If Client purchases or otherwise uses any of the following Services, Client’s use is subject to and Client accepts the applicable Additional Terms, as set forth below.
2.4.1. Podium Payments. If Client uses Podium Payments, Client agrees to be bound by the Podium Payments Service Terms.
2.4.2. Podium Phones. If Client uses Podium Phones, Client agrees to be bound by the Podium Phones Service Terms.
2.4.3. Podium Marketplace. If Client uses the Podium Marketplace, Client agrees to be bound by the Podium Marketplace Terms of Use.
2.4.4. Podium API. If Client uses the Podium API, Client agrees to be bound by the applicable terms of the Podium API Terms of Use.
2.4.5. Podium Developer Platform. If Client uses the Podium Developer Platform, Client agrees to be bound by the Podium Developer Terms.
3. USE RIGHTS; RESTRICTIONS.
3.1. Use of Services. Subject to all terms of this Agreement, including any Additional Terms, Podium grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory (to the extent available in the Territory) to: (a) install and use an object code copy of any mobile application associated with the Services; and (b) access and use the Services, designated on Client’s Subscription Documentation solely for Client’s internal business purposes, but only in accordance with this Agreement, Podium’s Acceptable Use Policy (“Acceptable Use Policy”), the applicable Subscription Documentation, and all applicable Scope of Use descriptions. Podium makes no representation that the Services are appropriate or available for use in locations outside the Territory (or that all products or features of the Services are available throughout the Territory). Furthermore, accessing the Services from territories where their content or use is illegal, is prohibited under this Agreement. If Client attempts to access or use the Services outside of the Territory, Client does so at its own initiative and is responsible for compliance with all Laws and any costs associated with access or use outside the Territory. You may not use or export the Services in violation of U.S. export laws and regulations.
3.2. Account Registration. Client must register for a Podium account in order to access or receive the Services. Account information must be accurate, current, and complete. Client agrees to keep its account information up to date so that Podium may send notices, statements, and other information by email or through Client’s account. Client is solely responsible for all use of its Services account(s). Podium will not be liable for any loss or damage arising from unauthorized use of Client’s account(s) not directly caused by Podium's actions or omissions.
3.3. Eligibility and Use by Others. By agreeing to these Terms, Client warrants that it and its employees, agents, contractors, and any other users (including but not limited to Developer Partners or Third-Party Providers) whom Client has authorized to access the Services on its behalf (“Authorized Users”): (a) are over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all Laws when using the Services. Client may permit its Authorized Users to use the Services provided their use is for Client’s benefit only and remains in compliance with this Agreement. Authorized Users are and will be subject to the applicable terms and conditions of this Agreement, which may be communicated by posting to the Website or on a click-through basis to Authorized Users upon access to the Services and/or Website.
3.4. Responsibility for Authorized Users. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with this Agreement. Client will be solely responsible for authorizing and creating user IDs, passwords, and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Provided, however, Podium may, in its sole discretion, suspend any Authorized User’s access to the Services, as set forth in Section 8.2 below. Client is solely responsible for ensuring that any user IDs, passwords, and other access credentials (such as API tokens) for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, Client is solely responsible for complying, and ensuring its Authorized Users comply, with all Laws applicable to Client. Client will be solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials and must ensure that each Authorized User has a separate and distinct user account (with separate and distinct access credentials) that is not shared with any other user(s). Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions.
3.5. Use by Customers. Any person that is a client, customer, or patient of Client, or that is a potential client, customer, or patient of Client (“Customer(s)”) who accesses and/or uses the Services, including via Client’s account or website, is subject to the Acceptable Use Policy and such other terms as may be provided by Podium from time to time, which includes Podium’s right to remove or disable access to any Customer or content or resource that violates the Acceptable Use Policy.
3.6. General Restrictions. Client must not (and must not allow any third party to): (a) rent, lease, copy, transfer, sublicense, or provide access to the Podium Technology (as defined below) to a third party (except Authorized Users as specifically authorized above); (b) incorporate the Podium Technology (or any portion thereof) into, or use it with or to provide, any site, product, or service, except as otherwise expressly authorized by Podium in writing; (c) use the Podium Technology (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (d) publicly disseminate information regarding the performance of the Podium Technology (which is deemed Podium’s Confidential Information); (e) modify or create a derivative work of the Podium Technology or any portion thereof or access the services with the intent to copy or create a competitive or derivative product/service; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Podium Technology or Services, except to the extent expressly permitted by applicable Law and then only upon advance notice to Podium; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the Podium Technology other than as specifically permitted above; (i) use the Services in violation of the Acceptable Use Policy; or (j) remove or obscure any proprietary or other notices contained in the Podium Technology including in any reports or output obtained from the Podium Technology.
3.7. Beta Releases and Free Access Subscriptions. Subject to Client’s compliance with the terms of this Agreement, Podium may provide Client with certain Services for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta”, or other early stage Services, integrations, or features (“Beta Release(s)”) for the Subscription Term set forth in the applicable Subscription Documentation (if applicable). This Section 3.7 and any relevant Additional Terms will apply to any Free Access Subscription or Beta Release (even if a Beta Release is provided for a fee or counts towards Client’s Scope of Use allocations) and supersedes any contrary provision in this Agreement. For the avoidance of doubt, Section 6 (Availability of Services; Support) will not apply to any Free Access Subscription or Beta Release; though Podium may use good faith efforts, in its discretion, to assist Client with Free Access Subscriptions or Beta Releases. Without limiting the other disclaimers and limitations in this Agreement, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT FREE ACCESS SUBSCRIPTIONS AND BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH PODIUM WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS AT CLIENT’S SOLE RISK. You may choose to use Free Access Subscriptions and Beta Releases at your sole discretion. Podium makes no guarantees or promises with respect to the continued availability of any Free Access Subscriptions or Beta Releases or that future versions of a Free Access Subscription or Beta Release will be released or will be available under the same commercial or other terms. Podium may discontinue Free Access Subscriptions or Beta Releases at any time, in our sole discretion, and decide not to make them generally available. Notwithstanding anything to the contrary herein, Podium may terminate Client’s right to use any Free Access Subscription or Beta Release at any time and with reasonable notice for any reason or no reason in Podium’s sole discretion, without liability.
4. CLIENT DATA.
4.1. Rights in Client Data. As between the parties, Client retains all right, title, and interest (including any intellectual property rights) in and to any text, images, or other content and data that Client selects or submits for use or incorporation with the Services (including without limitation, chat and message logs, Customer Data, PHI, or any Third-Party Content) (“Client Data”). To the extent Client is a Covered Entity or a Business Associate, as those terms are defined in HIPAA, "Client Data" also includes PHI. “Customer Data” means data related to the identity, characteristics, and activities of Customers, collected or submitted to the Services by Client or captured by the Services. “Third-Party Content” means content, data, or other materials that Client provides to the Podium Services from its third-party data providers, including through Third-Party Products (as defined below) used by Client. Client hereby grants Podium a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Client Data as necessary to provide the Services and related services to Client and as otherwise provided herein and in Podium's Privacy Policy (the "Privacy Policy"), and hereby instructs Podium to do the same. Client further instructs Podium to use and disclose Customer Data as necessary to provide the Services consistent with this Agreement and as otherwise set forth in the Privacy Policy.
4.2. Aggregate/Anonymous Data. Client agrees that Podium will have the right to generate usage data from Client use of the Services and may aggregate anonymized Client Data (“Aggregate/Anonymous Data”). Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is Podium Technology, which Podium may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Podium’s products and services and to create and distribute reports and other materials). Podium will not distribute Aggregate/Anonymous Data in a manner that personally identifies Client or its Customers, or that would otherwise violate applicable Laws. If Client and Podium have entered into a BAA, Podium will use the Aggregate/Anonymous Data only in conformity with the terms of such agreement.
4.3. Monitoring. Client understands and agrees that Podium may monitor and analyze Client Data or Customer Data (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Website or Services; to improve Client’s experience using the Website or Services; to customize and communicate informational or product offerings and promotions to Client; to ensure compliance with the Acceptable Use Policy (including taking corrective action permitted therein); and/or to make the Website or Services more helpful or useful to Client and other users. This may include use of technologies (such as session replay services, transcription services, cookie, pixel, or other tracking technologies) that maintain records of browsing sessions and other activities on the Website and Services. Client also understands that any third-party platform(s) or Third-Party Provider(s) Client elects to use or access in conjunction with the Services may also monitor and analyze the Client Data and/or Customer Data Client uses or accesses in connection with such third-party platforms, to customize and communicate information or product offerings and promotions to Client; to ensure compliance with applicable terms of use; and to make such third-party platform(s) more helpful or useful to Client and other users.
4.4. Security. Podium agrees to maintain physical, technical, and organizational measures designed, in its discretion, to secure its systems from unauthorized access, use, or disclosure. If Client is a Covered Entity or Business Associate, as defined in HIPAA, Podium and Client agree to the terms of Podium’s BAA (currently available at https://legal.podium.com/#BAA), which may be amended from time to time, and to secure and utilize PHI in accordance with the BAA. Podium takes no responsibility and assumes no liability for any Client Data other than its express security obligations in this Section 4.4.
4.5. Storage. Podium does not provide an archiving service. During the Subscription Term, Client acknowledges that Podium may delete Client Data no longer in active use. Additionally, Client understands and agrees that following termination, Podium may delete all Client Data in its possession. Except for requirements that are included in any BAA entered into between Podium and Client, Podium expressly disclaims all other obligations with respect to storage.
4.6. Privacy and Data Processing. The Privacy Policy describes how we handle the information you provide to us or we otherwise collect when you and your Customers use the Services. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including, as applicable, the transfer of this information to the United States and other countries for storage, processing, and use by Podium and its affiliates. Additionally, to the extent applicable, the parties agree that Podium’s Data Processing Addendum (“Data Processing Addendum” or “DPA”) (currently available at https://legal.podium.com/#dpa), governs in the event Podium Processes any Covered Data as Client’s Processor or Service Provider (as those terms are defined in the DPA) in connection with this Agreement.
5. CLIENT OBLIGATIONS.
5.1. Warranty. Client warrants and represents that it will use the Services in full compliance with all Laws and terms of this Agreement, including the Acceptable Use Policy, and that it will not use the Services in a manner that would cause Podium to violate any obligation with respect to any such Laws. Client also warrants and represents that: (a) Client has sole ownership of any Client Data it provides to Podium, or otherwise has legal rights to provide such Client Data, and Client Data will not violate third-party rights, including intellectual property, privacy, and publicity rights; (b) Podium’s possession and/or use of the Client Data on Client’s behalf in connection with the Services, as contemplated hereunder, will not violate any contract, statute, regulation, or other third-party rights; (c) any Client Data Client and/or Client’s authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, and will only concern Client or the goods and/or services that Client provides; (d) Client is authorized to provide Podium with any Customer, Client, or Authorized User information it provides in connection with the Services, including any personally identifying information; and (e) Client and/or Client’s Authorized User(s) will only use the Services for interaction with actual Customers. If Client receives any take-down requests or infringement notices related to Client Data or its use of Third-Party Products, it will promptly stop using these items with the Services and notify Podium immediately. Additionally, if an integration is included in the Services Client orders, Client grants Podium the right to access Client’s Data or Client’s CRM system directly or through a third-party service for the purposes of fulfilling Podium’s obligations under this Agreement, and Client warrants that Client is not restricted by law or applicable agreement from granting Podium such right.
5.2. Customer Consent; Intended Use of the Services. Client understands and agrees that the Services are intended to allow Client to communicate electronically only with Client’s own current Customers who have consented to the receipt of such communications and are provided with all necessary notices in accordance with applicable Laws. Accordingly, Client will for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing the Services; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use the Services to make or send communication only in compliance with all Laws, the terms of this Agreement (including the Acceptable Use Policy) and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client also understands and agrees that the Services are intended primarily to be used for transactional and/or informational communications. If Client uses the Services to make or send any written electronic communication (including but not limited text messages) that includes advertisements, marketing, telemarketing, or promotional messaging, as such are defined in applicable Laws (hereinafter, collectively “Marketing”), Client must, in each instance, clearly designate such message(s) as “Marketing” within the Service prior to sending. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated this Section 5.
6. AVAILABILITY OF SERVICES; SUPPORT.
6.1. Availability. Subject to the terms of this Agreement and any scheduled maintenance and unavailability caused by: (a) actions or omissions of Client; (b) failures, errors, or defects in the facilities, hardware, software, or network of Client; or (c) circumstances that constitute a force majeure event or that are beyond Podium’s reasonable control, the Services will be available for access via the Website 99.0% of the time during of the applicable Subscription Term. Client’s sole remedy and Podium’s sole liability for failure to meet the aforementioned availability will be support in accordance with Section 6.2.
6.2. Support. Podium makes available web-based support through the Website. Additional support services may be available to Client subject to payment of applicable fees (if any), as specified in any applicable Subscription Documentation. Any support services are subject to this Agreement and Podium’s applicable support policies, if any. Client is primarily responsible for its own account setup and onboarding. Podium may also provide onboarding, deployment, and other services under this Agreement, including via Third-Party Providers or subcontractors. If applicable, the scope, pricing, and other terms for these additional services will be set forth in the applicable Subscription Documentation. Podium’s ability to deliver the Services will depend on Client’s reasonable and timely cooperation and the accuracy and completeness of any information from Client needed to deliver the Services.
7. FEES AND PAYMENT.
7.1. Fees. Unless otherwise specified on Client's Subscription Documentation, the Services are provided on an ongoing, per license subscription-basis, including automatically recurring payments for periodic charges, according to the terms and conditions of the Subscription Documentation (“Subscription”). Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Additional Terms (collectively, the “Fees”). Except as otherwise specified in the applicable Subscription Documentation, unless Client terminates a Free Access Subscription prior to the lapse of the Free Access Subscription Term, such Services will convert to a paid Subscription and Client agrees to pay Podium the applicable Subscription Fees according to the terms of this Agreement. Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
7.2. Payment of Fees. Unless otherwise specified in the applicable Subscription Documentation, all Subscription Fees will be paid annually in advance (though overage fees, if any, may be charged in arrears), and all references to currency set forth herein will mean U.S. dollars, with all payments hereunder to be made in U.S. dollars. Subscription Fees are non-refundable and non-creditable, except as expressly set forth in Sections 2.3 (Modification of the Services) and 8.3 (Termination for Cause). If the payment method selected on Client's Subscription Documentation is credit card, ACH, or direct debit, Client acknowledges and authorizes Podium to charge Fees and other amounts automatically, on an auto-renew basis on your Subscription Start Date (as defined below) for each subsequent Subscription Term. For the avoidance of doubt, all additional Subscription Fees for additional Services accessed by Client will be billed when the Service is first accessed by Client and automatically, on an auto-renew basis on Client’s existing Subscription Start Date. Podium may from time to time provide notice to Client regarding any Renewal Term(s) and the auto-renew processes. The Subscription will continue unless and until you or Podium terminate your Subscription in accordance with Section 8. You must cancel your Subscription before it renews in order to avoid billing the next periodic Subscription Fees to your account. If Client elects to pay by credit card, then you are responsible for both (a) enabling auto-recharge on your account and (b) ensuring that your account has a sufficient positive balance to cover all Fees when due. Should Podium be unable to process/receive the Fees when due and owing, payment shall be considered overdue. Podium will have the right to charge interest on all overdue amounts equal to the maximum amounts allowed by applicable Law. Additionally, after payment becomes overdue, Podium will have the right to immediately suspend Client’s access to the Services and/or seek to enforce Client’s payment obligations, including through the use of third-party services. If Podium sends Client’s account for collection and/or initiates legal action to collect overdue amounts, Client will be liable for all cost and expenses of such action, including reasonable legal or attorney's fees, court costs, and expenses.
7.3. Taxes and Other Governmental or Regulatory Fees. Podium’s Fees are exclusive of all taxes, regulatory fees, or levies and Client must pay any applicable taxes regulatory fees, or levies (which for clients located in Australia, includes any applicable goods and services taxes as set out in a New Tax System (Goods and Services Tax) Act 1999 (Cth)), whether domestic or foreign, other than taxes based on the income of Podium. Client will make tax and regulatory fee payments to Podium to the extent amounts are included on Podium’s invoices.
7.4. Industry Fees and Surcharges. Your use of the Services may also be subject to certain industry-related fees or surcharges (such as fees imposed by telecommunications carriers or other over the top communications providers (for example, 10DLC-related fees)) (collectively, “Industry Fees”). Industry Fees may also include cost recovery fees representing a reasonable recovery of the charges, fees, and administrative expenses imposed on Podium and associated with the provision of the Services to you and your use of the Services. Podium’s Fees are exclusive of any such Industry Fees, and you will be required to pay any such Industry Fees related to your use of the Services. Where required by law, or at our own election, Podium will reflect such Industry Fees as a separate line on your invoice. Industry Fees may change at any time.
7.5. Fee Increase. Podium reserves the right to determine the applicable Fees for any Service(s). While Podium will make reasonable efforts to keep the information relating to Fees published on its Website up to date, you should check the Website periodically for information about current Fees. If any Fees (other than Taxes, Industry Fees, or governmental/regulatory fees, which may may change at any time) are specified on your Subscription Documentation, Podium may increase Fees applicable to you upon forty-five (45) days’ prior written notice, effective on the start date of your subsequent Subscription Term (if Client has not elected to opt out of the automatic renewal or renegotiate the Fees). Additionally, notwithstanding the foregoing, Podium may adjust the Payments Services Fees as set forth in the Payments Service Terms. Podium may also, from time to time and in its sole discretion, make promotional offers or different Fees available to its clients or other users. Such promotional offers will not apply to you or this Agreement unless specified in writing in your Subscription Documentation.
8. TERM AND TERMINATION.
8.1. Term. This Agreement is effective until the applicable Subscription Term for the Services has expired or the Subscription is terminated as expressly permitted herein. Unless otherwise stated in Client’s Subscription Documentation, the initial term for any Subscription to the Services is twelve (12) months and will automatically renew for subsequent periods of equal duration (the “Subscription Term”), unless either party gives written notice of non-renewal at least one (1) month before the end of the then-current Subscription Term. Client may give notice of non-renewal by sending an email to support@podium.com. If no Subscription start date is specified on the applicable Subscription Documentation, the Subscription starts when Client first obtains access to the Services (“Subscription Start Date”). By agreeing to any Subscription Documentation, Client is agreeing to pay applicable fees for the entire Subscription Term. Client cannot cancel or terminate a Subscription Term except as expressly permitted by this Section 8.1 (Term) or Section 8.3 (Termination for Cause). Unless Client’s Subscription Documentation expressly states otherwise, any additional Services purchased during Client’s Subscription Term will be coterminous with Client’s most recent Podium platform Subscription Term.
8.2. Suspension of Services. Podium may suspend Client’s (or any Authorized User’s, as applicable) access to the Services if: (a) Client’s account is overdue, or (b) Client has exceeded its Scope of Use limits. Podium may also suspend Client’s (or any Authorized User’s, as applicable) access to the Services, remove Client Data, or disable Third-Party Products if it determines that: (i) Client has breached Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations); or (ii) suspension is necessary to prevent harm or liability to other clients of Podium or third parties or to preserve the security, stability, availability, or integrity of the Services. Podium will have no liability for taking action as permitted above. For avoidance of doubt, Client will remain responsible for payment of Fees during any suspension period. Unless this Agreement has been terminated, Podium will cooperate with Client to restore access to the Services once it verifies that Client has resolved the condition requiring suspension.
8.3. Termination for Cause. Either party may terminate this Agreement, including any related Subscription Documentation, if the other party: (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). If Client terminates during the Subscription Term for any reason other than the foregoing, Client will be responsible for the Fees due for the entire Subscription Term. Podium may also terminate this Agreement or any related Subscription Documentation immediately if Client breaches Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations), for repeated violations of other Sections of this Agreement, or if applicable, a breach of the parties’ BAA.
8.4. Effect of Termination. Upon any expiration or termination of this Agreement or any Subscription Documentation: (a) Client’s license rights will terminate and it must immediately cease use of the Services (including any related Podium Technology) and delete (or, at Podium’s request, return) any and all copies of any Podium documentation, scripts, passwords or access codes, and any other Podium Confidential Information in Client’s possession, custody, or control; and (b) Client’s right to access any Client Data in the applicable Services will cease, and unless otherwise precluded by a BAA or other obligation under applicable Law, Podium may delete any such data in its possession at any time. If Podium terminates this Agreement for cause as provided in Section 8.3 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Client. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
8.5. Survival. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions); 3 (Use Rights; Restrictions); 4 (Client Data); 7 (Fees and Payment); 8 (Term and Termination); 9 (Confidential Information); 10 (Podium Technology); 11 (Third-Party Providers and Third-Party Products); 12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); 15 (Dispute Resolution); and 16 (General).
9. CONFIDENTIAL INFORMATION.
9.1. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, subcontractors, or Authorized Users having a legitimate need to know (which, for Podium, includes the subcontractors referenced in Section 16.6), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 9 and these recipients are bound to confidentiality obligations no less protective than this Section.
9.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law, subpoenas, or court orders, provided it uses commercially reasonable efforts to notify the other party (where permitted to do so) and cooperates in any effort by the other party to obtain confidential treatment for the information.
9.3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
10. PODIUM TECHNOLOGY.
10.1. Ownership and Updates. By accepting this Agreement, Client acknowledges that it is obtaining only a limited right to use the Services and irrespective of any use of the words “purchase”, “sale”, or similar terms, no ownership rights are transferred to Client under this Agreement and, except as expressly permitted by such limited right, Client may not make any use of Podium Technology. Client agrees that Podium (or its suppliers) exclusively retains all rights, title, and interest (including all intellectual property rights) in and to all Services, products, any and all related documentation, software, technology, code, know-how, logos, trademarks, service marks, and templates (including in any reports or output obtained from the Services), anything delivered as part of support, materials or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Suggestions (as defined below) provided by Podium (collectively, "Podium Technology") (which is deemed Podium’s Confidential Information) and reserves any licenses not specifically granted herein. Furthermore, Podium exclusively owns and reserves all right, title, and interest in and to Podium’s Confidential Information and any data, in anonymized or aggregated form that does not identify you, any end users, or any natural person, generated or derived from the use or operation of the Services, including volumes, frequencies, bounce rates, and performance results for the Services. The Services are offered as an online, hosted product. Accordingly, Client acknowledges and agrees that it has no right to obtain a copy of the software behind any Services and that Podium at its option may make updates, bug fixes, modifications, or improvements to the Services from time-to-time.
10.2. Suggestions. If Client elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, “Suggestions”), Client hereby grants Podium a worldwide, perpetual, non-revocable, sublicensable, royalty-free right, and license to use, copy, disclose, license, distribute, and exploit any such Suggestions in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Suggestions or otherwise.
11. THIRD-PARTY PROVIDERS AND THIRD-PARTY PRODUCTS.
Podium may, from time to time, contract with a third party to facilitate certain features of the Services, including as described in Section 16.6 of this Agreement. Podium may also allow or facilitate Client to make arrangements with other third-party providers that provide products or services in connection with, but which are not included in, the Services as defined in this Agreement (“Third-Party Provider(s)”). If Client elects to use any Third-Party Provider(s) or any applications, integrations, add-ons, software, code, online services, systems, and other products that are not Podium Technology (“Third-Party Products”) in connection with the Services, such Third-Party Provider(s) or Third-Party Products may make Third-Party Content available to Client and may access Client’s instance of the Services, including Client Data. Client agrees and acknowledges that use of such Third-Party Provider(s) or Third-Party Products may require Client to enter into separate terms and conditions with such third-party. Unless Podium expressly agrees otherwise in a signed writing, Podium (a) is not a party to any such terms; (b) will not be liable thereunder; (c) does not warrant or support Third-Party Providers, Third-Party Products; or Third-Party Content; and (d) disclaims all responsibility and liability for Third-Party Providers and their access to the Services, including their modification, deletion, disclosure, or collection of Client Data. Podium is not responsible in any way for Client Data once it is transmitted, copied, or removed from the Services. Unless Podium expressly states otherwise in signed writing, Third-Party Providers are not “subcontractors'' under this Agreement, and Podium disclaims all responsibility and liability for the actions or omissions of any Third-Party Providers, including but not limited to Developers.
12. INDEMNIFICATION.
12.1. Indemnification by Client. Client will indemnify and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) your unauthorized use of, or misuse of, the Services, including but not limited to the Podium Marketplace and Podium API, as applicable; (b) your violation of, or any claim that you have violated, any applicable Law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party (including but not limited to your Customers, any Developer Partners, and any Third-Party Providers); (d) any demand, dispute, or issue (including without limitation fee disputes) between you and any Payment Service Provider(s) (as defined in the applicable Additional Terms); (e) any Client Data; (f) Podium’s use, as contemplated in this Agreement, of any information provided to Podium by you or your Customers; (g) breach or alleged breach of this Agreement, including Client’s warranties and obligations; or (h) if applicable, any breach or alleged breach of Client’s obligations contained in the BAA. Client also agrees to defend the Podium Entities against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event Podium assumes exclusive defense of such claims, Client agrees to cooperate with our defense of any such claims. Client may not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12.2. Indemnification by Podium. Podium will indemnify and hold Client harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to (a) Podium’s gross negligence or willful misconduct; or (b) Podium’s infringement, misappropriation, or violation of a third party’s intellectual property rights. Podium also agrees to defend Client against these claims at Client’s request, but Client may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. Podium must not settle any claim without Client’s prior written consent if the settlement does not fully release Client from liability or would require Client to admit fault, pay any amounts, or take or refrain from taking any action.
12.3. Exclusions to Podium’s Indemnification. Podium will not be required to indemnify Client in the event of: (a) modification of the Services by Client, its Authorized Users, Developer Partners, Third-Party Providers, affiliates, employees, or contractors in conflict with Client’s obligations or as a result of any prohibited activity under this Agreement, (b) use of the Services in a manner inconsistent with this Agreement, the Acceptable Use Policy, the Additional Terms, the Subscription Documentation, or any other agreement related to this Agreement, or (c) use of the Services in combination with any other application, product, or service not provided by Podium if such claim would not have occurred without such combination.
13. DISCLAIMERS.
13.1. EXCEPT AS PROVIDED EXPRESSLY HEREIN, ALL PODIUM TECHNOLOGY AND RELATED SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH THE PODIUM TECHNOLOGY ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM TECHNOLOGY WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM TECHNOLOGY WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, AND PODIUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY PROVIDERS, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON PODIUM TECHNOLOGY OR PODIUM’S RELATED SERVICES (INCLUDING CHANGES TO CLIENT PROPERTIES). THE DISCLAIMERS IN THIS SECTION 13 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
13.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS CLIENT(S) DO NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
13.3. For Clients Located in Australia Only. Neither this Section 13 (Disclaimers) nor Section 14 (Limitations of Liability) below excludes, restricts, or modifies the application of any provision of the Australian Consumer Law (ACL) (whether applicable as a law of the Commonwealth, or any state or territory of Australia), the exercise of any right to remedy conferred by the ACL, or the liability of Podium for a failure to comply with any applicable consumer guarantees where to do so would contravene the ACL or cause any part of these sections to be void.
14. LIMITATIONS OF LIABILITY.
14.1. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL PODIUM OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PODIUM’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CLIENT TO PODIUM FOR THE APPLICABLE SERVICE(S) OR RELATED SERVICE(S) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, PODIUM’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 14 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 14 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY PODIUM TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14.2. FOR CLIENTS LOCATED IN AUSTRALIA ONLY. TO THE EXTENT THAT LIABILITY CANNOT BE EXCLUDED UNDER THIS SECTION 14, AND WHERE THE ACL APPLIES, PODIUM’S LIABILITY IS LIMITED AT THE OPTION OF PODIUM TO (A) IN THE CASE OF ANY PRODUCT, ANY ONE OR MORE OF THE FOLLOWING (i) THE REPLACEMENT OF THE PRODUCT OR THE SUPPLY OF EQUIVALENT PRODUCT, (ii) THE REPAIR OF THE PRODUCT, (iii) THE PAYMENT OF THE COST OF REPLACING THE PRODUCT OR OF ACQUIRING EQUIVALENT PRODUCT, OR (iv) THE PAYMENT OF THE COST OF HAVING THE PRODUCT REQUIRED, IF APPLICABLE; AND (B) IN THE CASE OF ANY PODIUM TECHNOLOGY OR SERVICES OR RELATED SERVICES PERFORMED BY PODIUM: (i) THE SUPPLY OF THOSE SERVICES AGAIN, OR (ii) THE PAYMENT OF THE COST OF HAVING THOSE SERVICES APPLIED AGAIN.
15. DISPUTE RESOLUTION.
If a dispute arises between the parties related to this Agreement or the Services provided therefrom, and the dispute cannot be settled through informal negotiations, the parties agree to resolve their dispute (referred to herein as “Claim(s)”) as follows:
15.1. Mediation. The parties agree to participate in mediation to settle their Claims in accordance with the rules and procedures found in Utah Code § 78B-10-101 et seq. (Utah Uniform Mediation Act and referred to as “UUMA”) (or for clients located in Australia, the rules and procedures found in the Institute of Arbitrators and Mediators Australia Mediation Rules (“Rules”)) and this Agreement before a party can file a judicial action, whether in a court of law, an administrative body, government agency, or otherwise. If there are any conflicting provisions between UUMA (or for clients located in Australia, the Rules) and this Agreement, the provisions in this Agreement will govern.
15.1.1. Notice. Mediation must be conducted within sixty (60) days from a party receiving written notice of Claims from a complaining party. The notice must contain a detailed description of the nature of the Claims and the requested relief sought.
15.1.2. Mediator Selection and Mediator Fees. A neutral mediator will be selected as mutually agreed upon by the parties. The mediator’s fees and costs will be paid to the mediator at the end of mediation, with both parties equally sharing the mediation costs and paying their own legal fees and costs.
15.1.3. Location. Mediation will occur in Salt Lake City, Utah, unless you are located in Australia, in which case mediation will occur in Melbourne, Victoria, Australia.
15.2. Judicial Action. If the parties are unable to resolve the Claim pursuant to the mandatory mediation referenced above (or if one of the parties refuses to participate in the mandatory mediation or fails to respond to a complaining party’s request for mediation), the parties may subsequently file a judicial action.
15.3. Disputes Not Subject to the Mediation Process. The following claims or actions are not subject to the mandatory mediation provisions of this Section 15:
15.3.1. A request for an order of injunctive relief and any related incidental damages;
15.3.2. A request for an order to prevent the disclosure of or misuse of Confidential Information or trade secrets; and/or
15.3.3. Enforcement of Client’s payment obligations as set forth under Section 7.
16. GENERAL.
16.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign or purport to assign any of its rights or obligations under this Agreement without the advance written consent of the other party (which must not be unreasonably withheld), except that Podium may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.
16.2. Notices. Any notice or communication to Podium under this Agreement must be in writing. Client must send any notices under this Agreement (including breach notices) to Podium Headquarters (include “Attn. Legal Department” in the subject line) or by email to legal@podium.com. Podium may send notices to the e-mail addresses on Client’s account or, at Podium’s option, to Client’s last-known postal address. Podium may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of such notice on Podium’s Website or the Services. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Podium is not responsible for any automatic filtering Client or its network provider may apply to email notifications.
16.3. Publicity. Unless otherwise specified in the applicable Subscription Documentation, Podium may use Client’s name, logo, and marks to identify Client as a Podium Client on Podium’s website and other marketing materials.
16.4. Podium Communication with Client. You agree that Podium may send you emails and text messages, including transactional, operational, and marketing messages, possibly using automated technology, to the email or phone number you provide to Podium. Message and/or data rates may apply to such messages, and you may opt out at any time. You will keep your contact information up to date and will notify Podium immediately in the event that your contact information changes.
16.5. Referral Programs. Podium may, from time to time, and in its sole discretion, offer referral programs or opportunities to certain Podium clients or users. Such programs or opportunities may include incentives for such clients or users to promote Podium and/or its Services to their family or friends. Participation in such programs or opportunities is completely voluntary and is subject to this Agreement and the Podium Referral Program Terms (“Referral Program Terms”). Podium may modify, discontinue, or terminate any referral program or similar opportunity at any time, without notice.
16.6. Subcontractors. Podium may use subcontractors and permit them to exercise the rights granted to Podium in order to provide the Services and related services under this Agreement. Except as otherwise set forth in the DPA, Podium will not be required to obtain Client’s consent or provide notice of such subcontracting or delegation. To avoid any doubt, Podium remains responsible for the performance of its obligations or the exercise of its rights under this Agreement regardless of any subcontracting or delegation.
16.7. Subpoenas. Nothing in this Agreement prevents Podium from disclosing Client Data to the extent required by law, subpoenas, or court orders, but Podium will use commercially reasonable efforts to notify Client where permitted to do so.
16.8. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
16.9. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
16.10. Amendments; Waivers. Podium may update or modify these Terms (including the Additional Terms and any referenced policies and other documents) from time to time by giving reasonable notice and posting a revised version on the Website or Services or by notification via the email associated with your account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Subscription Term. Immaterial modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, will constitute acceptance of the updated Terms. If Client does not agree to the updated Terms, Client will no longer have the right to use the Services, except where applicable Law requires different treatment. Except as otherwise described in this Section 16.10, any modification, supplementation, replacement, novation or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights or delay in exercising any right under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
16.11. Headings. The headings used in this Agreement are for ease of reference only. They are not intended as a complete restatement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.
16.12. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.
16.13. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Client acknowledges that each Subscription only permits use by and for the legal entity or entities identified in the Subscription Documentation and not any affiliates. Furthermore, Client’s affiliates are not permitted to use the Services under these Terms unless an affiliate agrees to these Terms individually and creates its own account.
16.14. Attorneys’ Fees and Costs. The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.
16.15. Entire Agreement. This Agreement, including these Terms and any applicable Subscription Documentation, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Podium Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. Any terms provided by Client (including as part of any purchase order or other business form used by Client) are for administrative purposes only and have no legal effect.
16.16. Counterparts; Electronic Transmission. This Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery will be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.
16.17. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
16.17.1. Australia Clients. If you are a Podium client located in Australia, this Agreement is governed by the laws of Victoria, Australia. To the extent permitted by law, the courts of Victoria, Australia, will be the exclusive jurisdiction for disputes arising out of or in connection with this Agreement.
16.18. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
16.19. Notice Regarding Apple. This Section 16.19 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Podium only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (a) product liability claims; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Effective October 19, 2023
Effective August 8th 2023 to October 19th 2023
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Table of Contents
Podium Terms of Service
Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (individually and collectively, the “Website”), is owned and operated by Podium Corporation, Inc. (“Podium,” “we,” “us,” or “our”). By using, installing, or accessing the Website or Services (as defined below), by signing or clicking to accept these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to be bound by the following terms and conditions (together, these “Terms”, or this “Agreement”).
If you are using a Podium Service on behalf of a company, organization, or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee, agent, or other authorized representative with all necessary authority to bind that entity to this Agreement.
This Agreement includes and hereby incorporates by reference any Subscription Documentation executed between you and Podium, as well as any policies or exhibits linked to or referenced herein. If you have entered into a separate written agreement with Podium concerning specific Services, the terms of such agreement control if there is any conflict between the terms of such agreement and these Terms. Please note that we may modify this Agreement as described in Section 16.10 below.
1. DEFINITIONS.
1.1. “Business Associate Agreement” (hereinafter “BAA”) means a written agreement between a Covered Entity and a Business Associate (as those terms are defined under HIPAA) containing the elements specified at 45 CFR 164.504(e).
1.2. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
1.3. “HIPAA” means the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160 and 162, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160, all as may be amended from time to time.
1.4. "Law(s)” means all applicable local, state, federal, and international laws, rules, and regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, Canada’s Anti-Spam Legislation (“CASL”), the Australian Consumer Law, the AU Privacy Act 1988 (Cth), and the AU Spam Act 2023 (Cth)
1.5. “Protected Health Information” (hereinafter “PHI”) has the same meaning as that term is defined in HIPAA.
1.6. “Territory” means the United States, Canada, and Australia, unless otherwise expressly set forth in Client’s Subscription Documentation.
Other terms are defined in other Sections of this Agreement.
2. SERVICES.
2.1. Services. Podium provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “Phones” (formerly Voice), and “Bulk Messages” (formerly Campaigns), payment processing and related services (“Payments”), certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time (together with the Website, the “Service(s)”). Client will, from time to time, enter into a proposal, quote, services/purchase agreement, order form, statement of work, or otherwise click to accept or agree to an online registration form ("Subscription Documentation"), which references this Agreement and details the Services ordered from Podium and, if applicable, the usage limits or other scope of use descriptions for the Services (including without limitation any usage or volume limits, numerical limits on Authorized Users, and descriptions of product feature levels) (“Scope of Use”). Client may be provided the option to purchase certain Services as part of a package or bundle offer (each, a “Bundle”), as detailed in the applicable Subscription Documentation. The Services included in Podium’s standard Bundles are currently specified here (the Services and pricing available to clients in Australia are currently specified here). Podium has no obligation to provide any services or perform any tasks not specifically set forth in this Agreement, including any applicable Subscription Documentation.
2.2. Alteration of Subscription Documentation. Any amendments or modifications to any existing Subscription Documentation must be agreed to in writing by the parties. Podium has no obligation to perform any Services under any amended Subscription Documentation until the parties have agreed to the effect of such changes on the applicable Fees.
2.3. Modification of the Services. Podium reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), or to alter the offering of the Services (including by adding, limiting, or discontinuing certain Bundles) temporarily or permanently. Podium also reserves the right to replace certain Services and Bundles with functionally equivalent Services or Bundles, at its sole discretion. In the event Podium makes any modification or alteration to the Services or the offering thereof that has a material adverse effect on the functionality of the Services ordered under your Subscription Documentation, Client may terminate this Agreement and receive a pro-rated refund of pre-paid, unused Fees for the remainder of Client’s Subscription Term (as defined below).
2.4. Additional Terms. Client’s subscription to or use of certain Services or features of the Services may be subject to additional terms, policies, rules, or guidelines that we may post on or link to from these Terms or the Services (the “Additional Terms”). To the extent applicable, all Additional Terms are incorporated by this reference into, and made a part of, these Terms. If Client purchases or otherwise uses any of the following Services, Client’s use is subject to and Client accepts the applicable Additional Terms, as set forth below.
2.4.1. Podium Payments. If Client uses Podium Payments, Client agrees to be bound by the Podium Payments Service Terms.
2.4.2. Podium Phones. If Client uses Podium Phones, Client agrees to be bound by the Podium Phones Service Terms.
2.4.3. Podium Marketplace. If Client uses the Podium Marketplace, Client agrees to be bound by the Podium Marketplace Terms of Use.
2.4.4. Podium API. If Client uses the Podium API, Client agrees to be bound by the applicable terms of the Podium API Terms of Use.
2.4.5. Podium Developer Platform. If Client uses the Podium Developer Platform, Client agrees to be bound by the Podium Developer Terms.
3. USE RIGHTS; RESTRICTIONS.
3.1. Use of Services. Subject to all terms of this Agreement, including any Additional Terms, Podium grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory (to the extent available in the Territory) to: (a) install and use an object code copy of any mobile application associated with the Services; and (b) access and use the Services, designated on Client’s Subscription Documentation solely for Client’s internal business purposes, but only in accordance with this Agreement, Podium’s Acceptable Use Policy (“Acceptable Use Policy”), the applicable Subscription Documentation, and all applicable Scope of Use descriptions. Podium makes no representation that the Services are appropriate or available for use in locations outside the Territory (or that all products or features of the Services are available throughout the Territory). Furthermore, accessing the Services from territories where their content or use is illegal, is prohibited under this Agreement. If Client attempts to access or use the Services outside of the Territory, Client does so at its own initiative and is responsible for compliance with all Laws and any costs associated with access or use outside the Territory. You may not use or export the Services in violation of U.S. export laws and regulations.
3.2. Account Registration. Client must register for a Podium account in order to access or receive the Services. Account information must be accurate, current, and complete. Client agrees to keep its account information up to date so that Podium may send notices, statements, and other information by email or through Client’s account. Client is solely responsible for all use of its Services account(s). Podium will not be liable for any loss or damage arising from unauthorized use of Client’s account(s) not directly caused by Podium's actions or omissions.
3.3. Eligibility and Use by Others. By agreeing to these Terms, Client warrants that it and its employees, agents, contractors, and any other users (including but not limited to Developer Partners or Third-Party Providers) whom Client has authorized to access the Services on its behalf (“Authorized Users”): (a) are over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all Laws when using the Services. Client may permit its Authorized Users to use the Services provided their use is for Client’s benefit only and remains in compliance with this Agreement. Authorized Users are and will be subject to the applicable terms and conditions of this Agreement, which may be communicated by posting to the Website or on a click-through basis to Authorized Users upon access to the Services and/or Website.
3.4. Responsibility for Authorized Users. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with this Agreement. Client will be solely responsible for authorizing and creating user IDs, passwords, and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Provided, however, Podium may, in its sole discretion, suspend any Authorized User’s access to the Services, as set forth in Section 8.2 below. Client is solely responsible for ensuring that any user IDs, passwords, and other access credentials (such as API tokens) for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, Client is solely responsible for complying, and ensuring its Authorized Users comply, with all Laws applicable to Client. Client will be solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions.
3.5. Use by Customers. Any person that is a client, customer, or patient of Client, or that is a potential client, customer, or patient of Client (“Customer(s)”) who accesses and/or uses the Services, including via Client’s account or website, is subject to the Acceptable Use Policy and such other terms as may be provided by Podium from time to time, which includes Podium’s right to remove or disable access to any Customer or content or resource that violates the Acceptable Use Policy.
3.6. General Restrictions. Client must not (and must not allow any third party to): (a) rent, lease, copy, transfer, sublicense, or provide access to the Podium Technology (as defined below) to a third party (except Authorized Users as specifically authorized above); (b) incorporate the Podium Technology (or any portion thereof) into, or use it with or to provide, any site, product, or service, except as otherwise expressly authorized by Podium in writing; (c) use the Podium Technology (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (d) publicly disseminate information regarding the performance of the Podium Technology (which is deemed Podium’s Confidential Information); (e) modify or create a derivative work of the Podium Technology or any portion thereof or access the services with the intent to copy or create a competitive or derivative product/service; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Podium Technology or Services, except to the extent expressly permitted by applicable Law and then only upon advance notice to Podium; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the Podium Technology other than as specifically permitted above; (i) use the Services in violation of the Acceptable Use Policy; or (j) remove or obscure any proprietary or other notices contained in the Podium Technology including in any reports or output obtained from the Podium Technology.
3.7. Beta Releases and Free Access Subscriptions. Subject to Client’s compliance with the terms of this Agreement, Podium may provide Client with certain Services for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta”, or other early stage Services, integrations, or features (“Beta Release(s)”) for the Subscription Term set forth in the applicable Subscription Documentation (if applicable). This Section 3.7 and any relevant Additional Terms will apply to any Free Access Subscription or Beta Release (even if a Beta Release is provided for a fee or counts towards Client’s Scope of Use allocations) and supersedes any contrary provision in this Agreement. For the avoidance of doubt, Section 6 (Availability of Services; Support) will not apply to any Free Access Subscription or Beta Release; though Podium may use good faith efforts, in its discretion, to assist Client with Free Access Subscriptions or Beta Releases. Without limiting the other disclaimers and limitations in this Agreement, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT FREE ACCESS SUBSCRIPTIONS AND BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH PODIUM WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS AT CLIENT’S SOLE RISK. You may choose to use Free Access Subscriptions and Beta Releases at your sole discretion. Podium makes no guarantees or promises with respect to the continued availability of any Free Access Subscriptions or Beta Releases or that future versions of a Free Access Subscription or Beta Release will be released or will be available under the same commercial or other terms. Podium may discontinue Free Access Subscriptions or Beta Releases at any time, in our sole discretion, and decide not to make them generally available. Notwithstanding anything to the contrary herein, Podium may terminate Client’s right to use any Free Access Subscription or Beta Release at any time and with reasonable notice for any reason or no reason in Podium’s sole discretion, without liability.
4. CLIENT DATA.
4.1. Rights in Client Data. As between the parties, Client retains all right, title, and interest (including any intellectual property rights) in and to any text, images, or other content and data that Client selects or submits for use or incorporation with the Services (including without limitation, chat and message logs, Customer Data, PHI, or any Third-Party Content) (“Client Data”). To the extent Client is a Covered Entity or a Business Associate, as those terms are defined in HIPAA, "Client Data" also includes PHI. “Customer Data” means data related to the identity, characteristics, and activities of Customers, collected or submitted to the Services by Client or captured by the Services. “Third-Party Content” means content, data, or other materials that Client provides to the Podium Services from its third-party data providers, including through Third-Party Products (as defined below) used by Client. Client hereby grants Podium a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Client Data as necessary to provide the Services and related services to Client and as otherwise provided herein and in Podium's Privacy Policy (the "Privacy Policy"), and hereby instructs Podium to do the same. Client further instructs Podium to use and disclose Customer Data as necessary to provide the Services consistent with this Agreement and as otherwise set forth in the Privacy Policy.
4.2. Aggregate/Anonymous Data. Client agrees that Podium will have the right to generate usage data from Client use of the Services and may aggregate anonymized Client Data (“Aggregate/Anonymous Data”). Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is Podium Technology, which Podium may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Podium’s products and services and to create and distribute reports and other materials). Podium will not distribute Aggregate/Anonymous Data in a manner that personally identifies Client or its Customers, or that would otherwise violate applicable Laws. If Client and Podium have entered into a BAA, Podium will use the Aggregate/Anonymous Data only in conformity with the terms of such agreement.
4.3. Monitoring. Client understands and agrees that Podium may monitor and analyze Client Data or Customer Data (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Website or Services; to improve Client’s experience using the Website or Services; to customize and communicate informational or product offerings and promotions to Client; to ensure compliance with the Acceptable Use Policy (including taking corrective action permitted therein); and/or to make the Website or Services more helpful or useful to Client and other users. Client also understands that any third-party platform(s) or Third-Party Provider(s) Client elects to use or access in conjunction with the Services may also monitor and analyze the Client Data and/or Customer Data Client uses or accesses in connection with such third-party platforms, to customize and communicate information or product offerings and promotions to Client; to ensure compliance with applicable terms of use; and to make such third-party platform(s) more helpful or useful to Client and other users.
4.4. Security. Podium agrees to maintain physical, technical, and organizational measures designed, in its discretion, to secure its systems from unauthorized access, use, or disclosure. If Client is a Covered Entity or Business Associate, as defined in HIPAA, Podium and Client agree to the terms of Podium’s BAA (currently available at https://legal.podium.com/#BAA), which may be amended from time to time, and to secure and utilize PHI in accordance with the BAA. Podium takes no responsibility and assumes no liability for any Client Data other than its express security obligations in this Section 4.4.
4.5. Storage. Podium does not provide an archiving service. During the Subscription Term, Client acknowledges that Podium may delete Client Data no longer in active use. Additionally, Client understands and agrees that following termination, Podium may delete all Client Data in its possession. Except for requirements that are included in any BAA entered into between Podium and Client, Podium expressly disclaims all other obligations with respect to storage.
4.6. Privacy and Data Processing. The Privacy Policy describes how we handle the information you provide to us or we otherwise collect when you and your Customers use the Services. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including, as applicable, the transfer of this information to the United States and other countries for storage, processing, and use by Podium and its affiliates. Additionally, to the extent applicable, the parties agree that Podium’s Data Processing Addendum (“Data Processing Addendum” or “DPA”) (currently available at https://legal.podium.com/#dpa), governs in the event Podium Processes any Covered Data as Client’s Processor or Service Provider (as those terms are defined in the DPA) in connection with this Agreement.
5. CLIENT OBLIGATIONS.
5.1. Warranty. Client warrants and represents that it will use the Services in full compliance with all Laws and terms of this Agreement, including the Acceptable Use Policy, and that it will not use the Services in a manner that would cause Podium to violate any obligation with respect to any such Laws. Client also warrants and represents that: (a) Client has sole ownership of any Client Data it provides to Podium, or otherwise has legal rights to provide such Client Data, and Client Data will not violate third-party rights, including intellectual property, privacy, and publicity rights; (b) Podium’s possession and/or use of the Client Data on Client’s behalf in connection with the Services, as contemplated hereunder, will not violate any contract, statute, regulation, or other third-party rights; (c) any Client Data Client and/or Client’s authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, and will only concern Client or the goods and/or services that Client provides; (d) Client is authorized to provide Podium with any Customer, Client, or Authorized User information it provides in connection with the Services, including any personally identifying information; and (e) Client and/or Client’s Authorized User(s) will only use the Services for interaction with actual Customers. If Client receives any take-down requests or infringement notices related to Client Data or its use of Third-Party Products, it will promptly stop using these items with the Services and notify Podium immediately. Additionally, if an integration is included in the Services Client orders, Client grants Podium the right to access Client’s Data or Client’s CRM system directly or through a third-party service for the purposes of fulfilling Podium’s obligations under this Agreement, and Client warrants that Client is not restricted by law or applicable agreement from granting Podium such right.
5.2. Customer Consent; Intended Use of the Services. Client understands and agrees that the Services are intended to allow Client to communicate electronically only with Client’s own current Customers who have consented to the receipt of such communications and are provided with all necessary notices in accordance with applicable Laws. Accordingly, Client will for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing the Services; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use the Services to make or send communication only in compliance with all Laws, the terms of this Agreement (including the Acceptable Use Policy) and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client also understands and agrees that the Services are intended primarily to be used for transactional and/or informational communications. If Client uses the Services to make or send any written electronic communication (including but not limited text messages) that includes advertisements, marketing, telemarketing, or promotional messaging, as such are defined in applicable Laws (hereinafter, collectively “Marketing”), Client must, in each instance, clearly designate such message(s) as “Marketing” within the Service prior to sending. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated this Section 5.
6. AVAILABILITY OF SERVICES; SUPPORT.
6.1. Availability. Subject to the terms of this Agreement and any scheduled maintenance and unavailability caused by: (a) actions or omissions of Client; (b) failures, errors, or defects in the facilities, hardware, software, or network of Client; or (c) circumstances that constitute a force majeure event or that are beyond Podium’s reasonable control, the Services will be available for access via the Website 99.0% of the time during of the applicable Subscription Term. Client’s sole remedy and Podium’s sole liability for failure to meet the aforementioned availability will be support in accordance with Section 6.2.
6.2. Support. Podium makes available web-based support through the Website. Additional support services may be available to Client subject to payment of applicable fees (if any), as specified in any applicable Subscription Documentation. Any support services are subject to this Agreement and Podium’s applicable support policies, if any. Client is primarily responsible for its own account setup and onboarding. Podium may also provide onboarding, deployment, and other services under this Agreement, including via Third-Party Providers or subcontractors. If applicable, the scope, pricing, and other terms for these additional services will be set forth in the applicable Subscription Documentation. Podium’s ability to deliver the Services will depend on Client’s reasonable and timely cooperation and the accuracy and completeness of any information from Client needed to deliver the Services.
7. FEES AND PAYMENT.
7.1. Fees. Unless otherwise specified on Client's Subscription Documentation, the Services are provided on an ongoing, per license subscription-basis, including automatically recurring payments for periodic charges, according to the terms and conditions of the Subscription Documentation (“Subscription”). Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Additional Terms (collectively, the “Fees”). Except as otherwise specified in the applicable Subscription Documentation, unless Client terminates a Free Access Subscription prior to the lapse of the Free Access Subscription Term, such Services will convert to a paid Subscription and Client agrees to pay Podium the applicable Subscription Fees according to the terms of this Agreement. Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
7.2. Payment of Fees. Unless otherwise specified in the applicable Subscription Documentation, all Subscription Fees will be paid annually in advance (though overage fees, if any, may be charged in arrears), and all references to currency set forth herein will mean U.S. dollars, with all payments hereunder to be made in U.S. dollars. Subscription Fees are non-refundable and non-creditable, except as expressly set forth in Sections 2.3 (Modification of the Services) and 8.3 (Termination for Cause). If the payment method selected on Client's Subscription Documentation is credit card, ACH, or direct debit, Client acknowledges and authorizes Podium to charge Fees and other amounts automatically, on an auto-renew basis on your Subscription Start Date (as defined below) for each subsequent Subscription Term. For the avoidance of doubt, all additional Subscription Fees for additional Services accessed by Client will be billed when the Service is first accessed by Client and automatically, on an auto-renew basis on Client’s existing Subscription Start Date. Podium may from time to time provide notice to Client regarding any Renewal Term(s) and the auto-renew processes. The Subscription will continue unless and until you or Podium terminate your Subscription in accordance with Section 8. You must cancel your Subscription before it renews in order to avoid billing the next periodic Subscription Fees to your account. If Client elects to pay by credit card, then you are responsible for both (a) enabling auto-recharge on your account and (b) ensuring that your account has a sufficient positive balance to cover all Fees when due. Should Podium be unable to process/receive the Fees when due and owing, payment shall be considered overdue. Podium will have the right to charge interest on all overdue amounts equal to the maximum amounts allowed by applicable Law. Additionally, after payment becomes overdue, Podium will have the right to immediately suspend Client’s access to the Services and/or seek to enforce Client’s payment obligations, including through the use of third-party services. If Podium sends Client’s account for collection and/or initiates legal action to collect overdue amounts, Client will be liable for all cost and expenses of such action, including reasonable legal or attorney's fees, court costs, and expenses.
7.3. Taxes. Podium’s Fees are exclusive of all taxes, regulatory fees, or levies and Client must pay any applicable taxes regulatory fees, or levies (which for clients located in Australia, includes any applicable goods and services taxes as set out in a New Tax System (Goods and Services Tax) Act 1999 (Cth)), whether domestic or foreign, other than taxes based on the income of Podium. Client will make tax and regulatory fee payments to Podium to the extent amounts are included on Podium’s invoices.
7.4. Fee Increase. Podium reserves the right to determine the applicable Fees for any Service(s). While Podium will make reasonable efforts to keep the information relating to Fees published on its Website up to date, you should check the Website periodically for information about current Fees. If any Fees are specified on your Subscription Documentation, Podium may increase Fees applicable to you upon forty-five (45) days’ prior written notice, effective on the start date of your subsequent Subscription Term (if Client has not elected to opt out of the automatic renewal or renegotiate the Fees). Additionally, notwithstanding the foregoing, Podium may adjust the Payments Services Fees as set forth in the Payments Service Terms. Podium may also, from time to time and in its sole discretion, make promotional offers or different Fees available to its clients or other users. Such promotional offers will not apply to you or this Agreement unless specified in writing in your Subscription Documentation.
8. TERM AND TERMINATION.
8.1. Term. This Agreement is effective until the applicable Subscription Term for the Services has expired or the Subscription is terminated as expressly permitted herein. Unless otherwise stated in Client’s Subscription Documentation, the initial term for any Subscription to the Services is twelve (12) months and will automatically renew for subsequent periods of equal duration (the “Subscription Term”), unless either party gives written notice of non-renewal at least one (1) month before the end of the then-current Subscription Term. Client may give notice of non-renewal by sending an email to support@podium.com. If no Subscription start date is specified on the applicable Subscription Documentation, the Subscription starts when Client first obtains access to the Services (“Subscription Start Date”). By agreeing to any Subscription Documentation, Client is agreeing to pay applicable fees for the entire Subscription Term. Client cannot cancel or terminate a Subscription Term except as expressly permitted by this Section 8.1 (Term) or Section 8.3 (Termination for Cause). Unless Client’s Subscription Documentation expressly states otherwise, any additional Services purchased during Client’s Subscription Term will be coterminous with Client’s most recent Podium platform Subscription Term.
8.2. Suspension of Services. Podium may suspend Client’s (or any Authorized User’s, as applicable) access to the Services if: (a) Client’s account is overdue, or (b) Client has exceeded its Scope of Use limits. Podium may also suspend Client’s (or any Authorized User’s, as applicable) access to the Services, remove Client Data, or disable Third-Party Products if it determines that: (i) Client has breached Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations); or (ii) suspension is necessary to prevent harm or liability to other clients of Podium or third parties or to preserve the security, stability, availability, or integrity of the Services. Podium will have no liability for taking action as permitted above. For avoidance of doubt, Client will remain responsible for payment of Fees during any suspension period. Unless this Agreement has been terminated, Podium will cooperate with Client to restore access to the Services once it verifies that Client has resolved the condition requiring suspension.
8.3. Termination for Cause. Either party may terminate this Agreement, including any related Subscription Documentation, if the other party: (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). If Client terminates during the Subscription Term for any reason other than the foregoing, Client will be responsible for the Fees due for the entire Subscription Term. Podium may also terminate this Agreement or any related Subscription Documentation immediately if Client breaches Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations), for repeated violations of other Sections of this Agreement, or if applicable, a breach of the parties’ BAA.
8.4. Effect of Termination. Upon any expiration or termination of this Agreement or any Subscription Documentation: (a) Client’s license rights will terminate and it must immediately cease use of the Services (including any related Podium Technology) and delete (or, at Podium’s request, return) any and all copies of any Podium documentation, scripts, passwords or access codes, and any other Podium Confidential Information in Client’s possession, custody, or control; and (b) Client’s right to access any Client Data in the applicable Services will cease, and unless otherwise precluded by a BAA or other obligation under applicable Law, Podium may delete any such data in its possession at any time. If Podium terminates this Agreement for cause as provided in Section 8.3 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Client. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
8.5. Survival. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions); 3 (Use Rights; Restrictions); 4 (Client Data); 7 (Fees and Payment); 8 (Term and Termination); 9 (Confidential Information); 10 (Podium Technology); 11 (Third-Party Providers and Third-Party Products); 12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); 15 (Dispute Resolution); and 16 (General).
9. CONFIDENTIAL INFORMATION.
9.1. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, subcontractors, or Authorized Users having a legitimate need to know (which, for Podium, includes the subcontractors referenced in Section 16.6), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 9 and these recipients are bound to confidentiality obligations no less protective than this Section.
9.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law, subpoenas, or court orders, provided it uses commercially reasonable efforts to notify the other party (where permitted to do so) and cooperates in any effort by the other party to obtain confidential treatment for the information.
9.3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
10. PODIUM TECHNOLOGY.
10.1. Ownership and Updates. By accepting this Agreement, Client acknowledges that it is obtaining only a limited right to use the Services and irrespective of any use of the words “purchase”, “sale”, or similar terms, no ownership rights are transferred to Client under this Agreement and, except as expressly permitted by such limited right, Client may not make any use of Podium Technology. Client agrees that Podium (or its suppliers) exclusively retains all rights, title, and interest (including all intellectual property rights) in and to all Services, products, any and all related documentation, software, technology, code, know-how, logos, trademarks, service marks, and templates (including in any reports or output obtained from the Services), anything delivered as part of support, materials or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Feedback (as defined below) provided by Podium (collectively, "Podium Technology") (which is deemed Podium’s Confidential Information) and reserves any licenses not specifically granted herein. Furthermore, Podium exclusively owns and reserves all right, title, and interest in and to Podium’s Confidential Information and any data, in anonymized or aggregated form that does not identify you, any end users, or any natural person, generated or derived from the use or operation of the Services, including volumes, frequencies, bounce rates, and performance results for the Services. The Services are offered as an online, hosted product. Accordingly, Client acknowledges and agrees that it has no right to obtain a copy of the software behind any Services and that Podium at its option may make updates, bug fixes, modifications, or improvements to the Services from time-to-time.
10.2. Feedback. If Client elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, “Feedback”), Client hereby grants Podium a worldwide, perpetual, non-revocable, sublicensable, royalty-free right, and license to use, copy, disclose, license, distribute, and exploit any such Feedback in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
11. THIRD-PARTY PROVIDERS AND THIRD-PARTY PRODUCTS.
Podium may, from time to time, contract with a third party to facilitate certain features of the Services, including as described in Section 16.6 of this Agreement. Podium may also allow or facilitate Client to make arrangements with other third-party providers that provide products or services in connection with, but which are not included in, the Services as defined in this Agreement (“Third-Party Provider(s)”). If Client elects to use any Third-Party Provider(s) or any applications, integrations, add-ons, software, code, online services, systems, and other products that are not Podium Technology (“Third-Party Products”) in connection with the Services, such Third-Party Provider(s) or Third-Party Products may make Third-Party Content available to Client and may access Client’s instance of the Services, including Client Data. Client agrees and acknowledges that use of such Third-Party Provider(s) or Third-Party Products may require Client to enter into separate terms and conditions with such third-party. Unless Podium expressly agrees otherwise in a signed writing, Podium (a) is not a party to any such terms; (b) will not be liable thereunder; (c) does not warrant or support Third-Party Providers, Third-Party Products; or Third-Party Content; and (d) disclaims all responsibility and liability for Third-Party Providers and their access to the Services, including their modification, deletion, disclosure, or collection of Client Data. Podium is not responsible in any way for Client Data once it is transmitted, copied, or removed from the Services. Unless Podium expressly states otherwise in signed writing, Third-Party Providers are not “subcontractors'' under this Agreement, and Podium disclaims all responsibility and liability for the actions or omissions of any Third-Party Providers, including but not limited to Developers.
12. INDEMNIFICATION.
12.1. Indemnification by Client. Client will indemnify and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) your unauthorized use of, or misuse of, the Services, including but not limited to the Podium Marketplace and Podium API, as applicable; (b) your violation of, or any claim that you have violated, any applicable Law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party (including but not limited to your Customers, any Developer Partners, and any Third-Party Providers); (d) any demand, dispute, or issue (including without limitation fee disputes) between you and any Payment Service Provider(s) (as defined in the applicable Additional Terms); (e) any Client Data; (f) Podium’s use, as contemplated in this Agreement, of any information provided to Podium by you or your Customers; (g) breach or alleged breach of this Agreement, including Client’s warranties and obligations; or (h) if applicable, any breach or alleged breach of Client’s obligations contained in the BAA. Client also agrees to defend the Podium Entities against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event Podium assumes exclusive defense of such claims, Client agrees to cooperate with our defense of any such claims. Client may not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12.2. Indemnification by Podium. Podium will indemnify and hold Client harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to (a) Podium’s gross negligence or willful misconduct; or (b) Podium’s infringement, misappropriation, or violation of a third party’s intellectual property rights. Podium also agrees to defend Client against these claims at Client’s request, but Client may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. Podium must not settle any claim without Client’s prior written consent if the settlement does not fully release Client from liability or would require Client to admit fault, pay any amounts, or take or refrain from taking any action.
12.3. Exclusions to Podium’s Indemnification. Podium will not be required to indemnify Client in the event of: (a) modification of the Services by Client, its Authorized Users, Developer Partners, Third-Party Providers, affiliates, employees, or contractors in conflict with Client’s obligations or as a result of any prohibited activity under this Agreement, (b) use of the Services in a manner inconsistent with this Agreement, the Acceptable Use Policy, the Additional Terms, the Subscription Documentation, or any other agreement related to this Agreement, or (c) use of the Services in combination with any other application, product, or service not provided by Podium if such claim would not have occurred without such combination.
13. DISCLAIMERS.
13.1. EXCEPT AS PROVIDED EXPRESSLY HEREIN, ALL PODIUM TECHNOLOGY AND RELATED SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH THE PODIUM TECHNOLOGY ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM TECHNOLOGY WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM TECHNOLOGY WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, AND PODIUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY PROVIDERS, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON PODIUM TECHNOLOGY OR PODIUM’S RELATED SERVICES (INCLUDING CHANGES TO CLIENT PROPERTIES). THE DISCLAIMERS IN THIS SECTION 13 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
13.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS CLIENT(S) DO NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
13.3. For Clients Located in Australia Only. Neither this Section 13 (Disclaimers) nor Section 14 (Limitations of Liability) below excludes, restricts, or modifies the application of any provision of the Australian Consumer Law (ACL) (whether applicable as a law of the Commonwealth, or any state or territory of Australia), the exercise of any right to remedy conferred by the ACL, or the liability of Podium for a failure to comply with any applicable consumer guarantees where to do so would contravene the ACL or cause any part of these sections to be void.
14. LIMITATIONS OF LIABILITY.
14.1. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL PODIUM OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PODIUM’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CLIENT TO PODIUM FOR THE APPLICABLE SERVICE(S) OR RELATED SERVICE(S) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, PODIUM’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 14 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 14 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY PODIUM TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14.2. FOR CLIENTS LOCATED IN AUSTRALIA ONLY. TO THE EXTENT THAT LIABILITY CANNOT BE EXCLUDED UNDER THIS SECTION 14, AND WHERE THE ACL APPLIES, PODIUM’S LIABILITY IS LIMITED AT THE OPTION OF PODIUM TO (A) IN THE CASE OF ANY PRODUCT, ANY ONE OR MORE OF THE FOLLOWING (i) THE REPLACEMENT OF THE PRODUCT OR THE SUPPLY OF EQUIVALENT PRODUCT, (ii) THE REPAIR OF THE PRODUCT, (iii) THE PAYMENT OF THE COST OF REPLACING THE PRODUCT OR OF ACQUIRING EQUIVALENT PRODUCT, OR (iv) THE PAYMENT OF THE COST OF HAVING THE PRODUCT REQUIRED, IF APPLICABLE; AND (B) IN THE CASE OF ANY PODIUM TECHNOLOGY OR SERVICES OR RELATED SERVICES PERFORMED BY PODIUM: (i) THE SUPPLY OF THOSE SERVICES AGAIN, OR (ii) THE PAYMENT OF THE COST OF HAVING THOSE SERVICES APPLIED AGAIN.
15. DISPUTE RESOLUTION.
If a dispute arises between the parties related to this Agreement or the Services provided therefrom, and the dispute cannot be settled through informal negotiations, the parties agree to resolve their dispute (referred to herein as “Claim(s)”) as follows:
15.1. Mediation. The parties agree to participate in mediation to settle their Claims in accordance with the rules and procedures found in Utah Code § 78B-10-101 et seq. (Utah Uniform Mediation Act and referred to as “UUMA”) (or for clients located in Australia, the rules and procedures found in the Institute of Arbitrators and Mediators Australia Mediation Rules (“Rules”)) and this Agreement before a party can file a judicial action, whether in a court of law, an administrative body, government agency, or otherwise. If there are any conflicting provisions between UUMA (or for clients located in Australia, the Rules) and this Agreement, the provisions in this Agreement will govern.
15.1.1. Notice. Mediation must be conducted within sixty (60) days from a party receiving written notice of Claims from a complaining party. The notice must contain a detailed description of the nature of the Claims and the requested relief sought.
15.1.2. Mediator Selection and Mediator Fees. A neutral mediator will be selected as mutually agreed upon by the parties. The mediator’s fees and costs will be paid to the mediator at the end of mediation, with both parties equally sharing the mediation costs and paying their own legal fees and costs.
15.1.3. Location. Mediation will occur in Salt Lake City, Utah, unless you are located in Australia, in which case mediation will occur in Melbourne, Victoria, Australia.
15.2. Judicial Action. If the parties are unable to resolve the Claim pursuant to the mandatory mediation referenced above (or if one of the parties refuses to participate in the mandatory mediation or fails to respond to a complaining party’s request for mediation), the parties may subsequently file a judicial action.
15.3. Disputes Not Subject to the Mediation Process. The following claims or actions are not subject to the mandatory mediation provisions of this Section 15:
15.3.1. A request for an order of injunctive relief and any related incidental damages;
15.3.2. A request for an order to prevent the disclosure of or misuse of Confidential Information or trade secrets; and/or
15.3.3. Enforcement of Client’s payment obligations as set forth under Section 7.
16. GENERAL.
16.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign or purport to assign any of its rights or obligations under this Agreement without the advance written consent of the other party (which must not be unreasonably withheld), except that Podium may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.
16.2. Notices. Any notice or communication to Podium under this Agreement must be in writing. Client must send any notices under this Agreement (including breach notices) to Podium Headquarters (include “Attn. Legal Department” in the subject line) or by email to legal@podium.com. Podium may send notices to the e-mail addresses on Client’s account or, at Podium’s option, to Client’s last-known postal address. Podium may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of such notice on Podium’s Website or the Services. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Podium is not responsible for any automatic filtering Client or its network provider may apply to email notifications.
16.3. Publicity. Unless otherwise specified in the applicable Subscription Documentation, Podium may use Client’s name, logo, and marks to identify Client as a Podium Client on Podium’s website and other marketing materials.
16.4. Podium Communication with Client. You agree that Podium may send you emails and text messages, including transactional, operational, and marketing messages, possibly using automated technology, to the email or phone number you provide to Podium. Message and/or data rates may apply to such messages, and you may opt out at any time. You will keep your contact information up to date and will notify Podium immediately in the event that your contact information changes.
16.5. Referral Programs. Podium may, from time to time, and in its sole discretion, offer referral programs or opportunities to certain Podium clients or users. Such programs or opportunities may include incentives for such clients or users to promote Podium and/or its Services to their family or friends. Participation in such programs or opportunities is completely voluntary and is subject to this Agreement and the Podium Referral Program Terms (“Referral Program Terms”). Podium may modify, discontinue, or terminate any referral program or similar opportunity at any time, without notice.
16.6. Subcontractors. Podium may use subcontractors and permit them to exercise the rights granted to Podium in order to provide the Services and related services under this Agreement. Except as otherwise set forth in the DPA, Podium will not be required to obtain Client’s consent or provide notice of such subcontracting or delegation. To avoid any doubt, Podium remains responsible for the performance of its obligations or the exercise of its rights under this Agreement regardless of any subcontracting or delegation.
16.7. Subpoenas. Nothing in this Agreement prevents Podium from disclosing Client Data to the extent required by law, subpoenas, or court orders, but Podium will use commercially reasonable efforts to notify Client where permitted to do so.
16.8. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
16.9. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
16.10. Amendments; Waivers. Podium may update or modify these Terms (including the Additional Terms and any referenced policies and other documents) from time to time by giving reasonable notice and posting a revised version on the Website or Services or by notification via the email associated with your account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Subscription Term. Immaterial modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, will constitute acceptance of the updated Terms. If Client does not agree to the updated Terms, Client will no longer have the right to use the Services, except where applicable Law requires different treatment. Except as otherwise described in this Section 16.10, any modification, supplementation, replacement, novation or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights or delay in exercising any right under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
16.11. Headings. The headings used in this Agreement are for ease of reference only. They are not intended as a complete restatement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.
16.12. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.
16.13. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Client acknowledges that each Subscription only permits use by and for the legal entity or entities identified in the Subscription Documentation and not any affiliates. Furthermore, Client’s affiliates are not permitted to use the Services under these Terms unless an affiliate agrees to these Terms individually and creates its own account.
16.14. Attorneys’ Fees and Costs. The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.
16.15. Entire Agreement. This Agreement, including these Terms and any applicable Subscription Documentation, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Podium Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. Any terms provided by Client (including as part of any purchase order or other business form used by Client) are for administrative purposes only and have no legal effect.
16.16. Counterparts; Electronic Transmission. This Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery will be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.
16.17. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
16.17.1. Australia Clients. If you are a Podium client located in Australia, this Agreement is governed by the laws of Victoria, Australia. To the extent permitted by law, the courts of Victoria, Australia, will be the exclusive jurisdiction for disputes arising out of or in connection with this Agreement.
16.18. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
16.19. Notice Regarding Apple. This Section 16.19 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Podium only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (a) product liability claims; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Effective May 13, 2023
Effective August 4th 2023 to August 8th 2023
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Table of Contents
Podium Terms of Service
Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (individually and collectively, the “Website”), is owned and operated by Podium Corporation, Inc. (“Podium,” “we,” “us,” or “our”). By using, installing, or accessing the Website or Services (as defined below), by signing or clicking to accept these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to be bound by the following terms and conditions (together, these “Terms”, or this “Agreement”).
If you are using a Podium Service on behalf of a company, organization, or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee, agent, or other authorized representative with all necessary authority to bind that entity to this Agreement.
This Agreement includes and hereby incorporates by reference any Subscription Documentation executed between you and Podium, as well as any policies or exhibits linked to or referenced herein. If you have entered into a separate written agreement with Podium concerning specific Services, the terms of such agreement control if there is any conflict between the terms of such agreement and these Terms. Please note that we may modify this Agreement as described in Section 16.10 below.
1. DEFINITIONS.
1.1. “Business Associate Agreement” (hereinafter “BAA”) means a written agreement between a Covered Entity and a Business Associate (as those terms are defined under HIPAA) containing the elements specified at 45 CFR 164.504(e).
1.2. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
1.3. “HIPAA” means the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160 and 162, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160, all as may be amended from time to time.
1.4. "Law(s)” means all applicable local, state, federal, and international laws, rules, and regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, Canada’s Anti-Spam Legislation (“CASL”), the Australian Consumer Law, the AU Privacy Act 1988 (Cth), and the AU Spam Act 2023 (Cth)
1.5. “Protected Health Information” (hereinafter “PHI”) has the same meaning as that term is defined in HIPAA.
1.6. “Territory” means the United States, Canada, and Australia, unless otherwise expressly set forth in Client’s Subscription Documentation.
Other terms are defined in other Sections of this Agreement.
2. SERVICES.
2.1. Services. Podium provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “Phones” (formerly Voice), and “Bulk Messages” (formerly Campaigns), payment processing and related services (“Payments”), certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time (together with the Website, the “Service(s)”). Client will, from time to time, enter into a proposal, quote, services/purchase agreement, order form, statement of work, or otherwise click to accept or agree to an online registration form ("Subscription Documentation"), which references this Agreement and details the Services ordered from Podium and, if applicable, the usage limits or other scope of use descriptions for the Services (including without limitation any usage or volume limits, numerical limits on Authorized Users, and descriptions of product feature levels) (“Scope of Use”). Client may be provided the option to purchase certain Services as part of a package or bundle offer (each, a “Bundle”), as detailed in the applicable Subscription Documentation. The Services included in Podium’s standard Bundles are currently specified here (the Services and pricing available to clients in Australia are currently specified here). Podium has no obligation to provide any services or perform any tasks not specifically set forth in this Agreement, including any applicable Subscription Documentation.
2.2. Alteration of Subscription Documentation. Any amendments or modifications to any existing Subscription Documentation must be agreed to in writing by the parties. Podium has no obligation to perform any Services under any amended Subscription Documentation until the parties have agreed to the effect of such changes on the applicable Fees.
2.3. Modification of the Services. Podium reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), or to alter the offering of the Services (including by adding, limiting, or discontinuing certain Bundles) temporarily or permanently. Podium also reserves the right to replace certain Services and Bundles with functionally equivalent Services or Bundles, at its sole discretion. In the event Podium makes any modification or alteration to the Services or the offering thereof that has a material adverse effect on the functionality of the Services ordered under your Subscription Documentation, Client may terminate this Agreement and receive a pro-rated refund of pre-paid, unused Fees for the remainder of Client’s Subscription Term (as defined below).
2.4. Additional Terms. Client’s subscription to or use of certain Services or features of the Services may be subject to additional terms, policies, rules, or guidelines that we may post on or link to from these Terms or the Services (the “Additional Terms”). To the extent applicable, all Additional Terms are incorporated by this reference into, and made a part of, these Terms. If Client purchases or otherwise uses any of the following Services, Client’s use is subject to and Client accepts the applicable Additional Terms, as set forth below.
2.4.1. Podium Payments. If Client uses Podium Payments, Client agrees to be bound by the Podium Payments Service Terms.
2.4.2. Podium Phones. If Client uses Podium Phones, Client agrees to be bound by the Podium Phones Service Terms.
2.4.3. Podium Marketplace. If Client uses the Podium Marketplace, Client agrees to be bound by the Podium Marketplace Terms of Use.
2.4.4. Podium API. If Client uses the Podium API, Client agrees to be bound by the applicable terms of the Podium API Terms of Use.
2.4.5. Podium Developer Platform. If Client uses the Podium Developer Platform, Client agrees to be bound by the Podium Developer Terms.
3. USE RIGHTS; RESTRICTIONS.
3.1. Use of Services. Subject to all terms of this Agreement, including any Additional Terms, Podium grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory (to the extent available in the Territory) to: (a) install and use an object code copy of any mobile application associated with the Services; and (b) access and use the Services, designated on Client’s Subscription Documentation solely for Client’s internal business purposes, but only in accordance with this Agreement, Podium’s Acceptable Use Policy (“Acceptable Use Policy”), the applicable Subscription Documentation, and all applicable Scope of Use descriptions. Podium makes no representation that the Services are appropriate or available for use in locations outside the Territory (or that all products or features of the Services are available throughout the Territory). Furthermore, accessing the Services from territories where their content or use is illegal, is prohibited under this Agreement. If Client attempts to access or use the Services outside of the Territory, Client does so at its own initiative and is responsible for compliance with all Laws and any costs associated with access or use outside the Territory. You may not use or export the Services in violation of U.S. export laws and regulations.
3.2. Account Registration. Client must register for a Podium account in order to access or receive the Services. Account information must be accurate, current, and complete. Client agrees to keep its account information up to date so that Podium may send notices, statements, and other information by email or through Client’s account. Client is solely responsible for all use of its Services account(s). Podium will not be liable for any loss or damage arising from unauthorized use of Client’s account(s) not directly caused by Podium's actions or omissions.
3.3. Eligibility and Use by Others. By agreeing to these Terms, Client warrants that it and its employees, agents, contractors, and any other users (including but not limited to Developer Partners or Third-Party Providers) whom Client has authorized to access the Services on its behalf (“Authorized Users”): (a) are over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all Laws when using the Services. Client may permit its Authorized Users to use the Services provided their use is for Client’s benefit only and remains in compliance with this Agreement. Authorized Users are and will be subject to the applicable terms and conditions of this Agreement, which may be communicated by posting to the Website or on a click-through basis to Authorized Users upon access to the Services and/or Website.
3.4. Responsibility for Authorized Users. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with this Agreement. Client will be solely responsible for authorizing and creating user IDs, passwords, and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Provided, however, Podium may, in its sole discretion, suspend any Authorized User’s access to the Services, as set forth in Section 8.2 below. Client is solely responsible for ensuring that any user IDs, passwords, and other access credentials (such as API tokens) for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, Client is solely responsible for complying, and ensuring its Authorized Users comply, with all Laws applicable to Client. Client will be solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions.
3.5. Use by Customers. Any person that is a client, customer, or patient of Client, or that is a potential client, customer, or patient of Client (“Customer(s)”) who accesses and/or uses the Services, including via Client’s account or website, is subject to the Acceptable Use Policy and such other terms as may be provided by Podium from time to time, which includes Podium’s right to remove or disable access to any Customer or content or resource that violates the Acceptable Use Policy.
3.6. General Restrictions. Client must not (and must not allow any third party to): (a) rent, lease, copy, transfer, sublicense, or provide access to the Podium Technology (as defined below) to a third party (except Authorized Users as specifically authorized above); (b) incorporate the Podium Technology (or any portion thereof) into, or use it with or to provide, any site, product, or service, except as otherwise expressly authorized by Podium in writing; (c) use the Podium Technology (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (d) publicly disseminate information regarding the performance of the Podium Technology (which is deemed Podium’s Confidential Information); (e) modify or create a derivative work of the Podium Technology or any portion thereof or access the services with the intent to copy or create a competitive or derivative product/service; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Podium Technology or Services, except to the extent expressly permitted by applicable Law and then only upon advance notice to Podium; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the Podium Technology other than as specifically permitted above; (i) use the Services in violation of the Acceptable Use Policy; or (j) remove or obscure any proprietary or other notices contained in the Podium Technology including in any reports or output obtained from the Podium Technology.
3.7. Beta Releases and Free Access Subscriptions. Subject to Client’s compliance with the terms of this Agreement, Podium may provide Client with certain Services for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta”, or other early stage Services, integrations, or features (“Beta Release(s)”) for the Subscription Term set forth in the applicable Subscription Documentation (if applicable). This Section 3.7 and any relevant Additional Terms will apply to any Free Access Subscription or Beta Release (even if a Beta Release is provided for a fee or counts towards Client’s Scope of Use allocations) and supersedes any contrary provision in this Agreement. For the avoidance of doubt, Section 6 (Availability of Services; Support) will not apply to any Free Access Subscription or Beta Release; though Podium may use good faith efforts, in its discretion, to assist Client with Free Access Subscriptions or Beta Releases. Without limiting the other disclaimers and limitations in this Agreement, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT FREE ACCESS SUBSCRIPTIONS AND BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH PODIUM WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS AT CLIENT’S SOLE RISK. You may choose to use Free Access Subscriptions and Beta Releases at your sole discretion. Podium makes no guarantees or promises with respect to the continued availability of any Free Access Subscriptions or Beta Releases or that future versions of a Free Access Subscription or Beta Release will be released or will be available under the same commercial or other terms. Podium may discontinue Free Access Subscriptions or Beta Releases at any time, in our sole discretion, and decide not to make them generally available. Notwithstanding anything to the contrary herein, Podium may terminate Client’s right to use any Free Access Subscription or Beta Release at any time and with reasonable notice for any reason or no reason in Podium’s sole discretion, without liability.
4. CLIENT DATA.
4.1. Rights in Client Data. As between the parties, Client retains all right, title, and interest (including any intellectual property rights) in and to any text, images, or other content and data that Client selects or submits for use or incorporation with the Services (including without limitation, chat and message logs, Customer Data, PHI, or any Third-Party Content) (“Client Data”). To the extent Client is a Covered Entity or a Business Associate, as those terms are defined in HIPAA, "Client Data" also includes PHI. “Customer Data” means data related to the identity, characteristics, and activities of Customers, collected or submitted to the Services by Client or captured by the Services. “Third-Party Content” means content, data, or other materials that Client provides to the Podium Services from its third-party data providers, including through Third-Party Products (as defined below) used by Client. Client hereby grants Podium a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Client Data as necessary to provide the Services and related services to Client and as otherwise provided herein and in Podium's Privacy Policy (the "Privacy Policy"), and hereby instructs Podium to do the same. Client further instructs Podium to use and disclose Customer Data as necessary to provide the Services consistent with this Agreement and as otherwise set forth in the Privacy Policy.
4.2. Aggregate/Anonymous Data. Client agrees that Podium will have the right to generate usage data from Client use of the Services and may aggregate anonymized Client Data (“Aggregate/Anonymous Data”). Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is Podium Technology, which Podium may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Podium’s products and services and to create and distribute reports and other materials). Podium will not distribute Aggregate/Anonymous Data in a manner that personally identifies Client or its Customers, or that would otherwise violate applicable Laws. If Client and Podium have entered into a BAA, Podium will use the Aggregate/Anonymous Data only in conformity with the terms of such agreement.
4.3. Monitoring. Client understands and agrees that Podium may monitor and analyze Client Data or Customer Data (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Website or Services; to improve Client’s experience using the Website or Services; to customize and communicate informational or product offerings and promotions to Client; to ensure compliance with the Acceptable Use Policy (including taking corrective action permitted therein); and/or to make the Website or Services more helpful or useful to Client and other users. Client also understands that any third-party platform(s) or Third-Party Provider(s) Client elects to use or access in conjunction with the Services may also monitor and analyze the Client Data and/or Customer Data Client uses or accesses in connection with such third-party platforms, to customize and communicate information or product offerings and promotions to Client; to ensure compliance with applicable terms of use; and to make such third-party platform(s) more helpful or useful to Client and other users.
4.4. Security. Podium agrees to maintain physical, technical, and organizational measures designed, in its discretion, to secure its systems from unauthorized access, use, or disclosure. If Client is a Covered Entity or Business Associate, as defined in HIPAA, Podium and Client agree to the terms of Podium’s BAA (currently available at https://legal.podium.com/#BAA), which may be amended from time to time, and to secure and utilize PHI in accordance with the BAA. Podium takes no responsibility and assumes no liability for any Client Data other than its express security obligations in this Section 4.4.
4.5. Storage. Podium does not provide an archiving service. During the Subscription Term, Client acknowledges that Podium may delete Client Data no longer in active use. Additionally, Client understands and agrees that following termination, Podium may delete all Client Data in its possession. Except for requirements that are included in any BAA entered into between Podium and Client, Podium expressly disclaims all other obligations with respect to storage.
4.6. Privacy and Data Processing. The Privacy Policy describes how we handle the information you provide to us or we otherwise collect when you and your Customers use the Services. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including, as applicable, the transfer of this information to the United States and other countries for storage, processing, and use by Podium and its affiliates. Additionally, to the extent applicable, the parties agree that Podium’s Data Processing Addendum (“Data Processing Addendum” or “DPA”) (currently available at https://legal.podium.com/#dpa), governs in the event Podium Processes any Covered Data as Client’s Processor or Service Provider (as those terms are defined in the DPA) in connection with this Agreement.
5. CLIENT OBLIGATIONS.
5.1. Warranty. Client warrants and represents that it will use the Services in full compliance with all Laws and terms of this Agreement, including the Acceptable Use Policy, and that it will not use the Services in a manner that would cause Podium to violate any obligation with respect to any such Laws. Client also warrants and represents that: (a) Client has sole ownership of any Client Data it provides to Podium, or otherwise has legal rights to provide such Client Data, and Client Data will not violate third-party rights, including intellectual property, privacy, and publicity rights; (b) Podium’s possession and/or use of the Client Data on Client’s behalf in connection with the Services, as contemplated hereunder, will not violate any contract, statute, regulation, or other third-party rights; (c) any Client Data Client and/or Client’s authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, and will only concern Client or the goods and/or services that Client provides; (d) Client is authorized to provide Podium with any Customer, Client, or Authorized User information it provides in connection with the Services, including any personally identifying information; and (e) Client and/or Client’s Authorized User(s) will only use the Services for interaction with actual Customers. If Client receives any take-down requests or infringement notices related to Client Data or its use of Third-Party Products, it will promptly stop using these items with the Services and notify Podium immediately. Additionally, if an integration is included in the Services Client orders, Client grants Podium the right to access Client’s Data or Client’s CRM system directly or through a third-party service for the purposes of fulfilling Podium’s obligations under this Agreement, and Client warrants that Client is not restricted by law or applicable agreement from granting Podium such right.
5.2. Customer Consent; Intended Use of the Services. Client understands and agrees that the Services are intended to allow Client to communicate electronically only with Client’s own current Customers who have consented to the receipt of such communications and are provided with all necessary notices in accordance with applicable Laws. Accordingly, Client will for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing the Services; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use the Services to make or send communication only in compliance with all Laws, the terms of this Agreement (including the Acceptable Use Policy) and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client also understands and agrees that the Services are intended primarily to be used for transactional and/or informational communications. If Client uses the Services to make or send any written electronic communication (including but not limited text messages) that includes advertisements, marketing, telemarketing, or promotional messaging, as such are defined in applicable Laws (hereinafter, collectively “Marketing”), Client must, in each instance, clearly designate such message(s) as “Marketing” within the Service prior to sending. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated this Section 5.
6. AVAILABILITY OF SERVICES; SUPPORT.
6.1. Availability. Subject to the terms of this Agreement and any scheduled maintenance and unavailability caused by: (a) actions or omissions of Client; (b) failures, errors, or defects in the facilities, hardware, software, or network of Client; or (c) circumstances that constitute a force majeure event or that are beyond Podium’s reasonable control, the Services will be available for access via the Website 99.0% of the time during of the applicable Subscription Term. Client’s sole remedy and Podium’s sole liability for failure to meet the aforementioned availability will be support in accordance with Section 6.2.
6.2. Support. Podium makes available web-based support through the Website. Additional support services may be available to Client subject to payment of applicable fees (if any), as specified in any applicable Subscription Documentation. Any support services are subject to this Agreement and Podium’s applicable support policies, if any. Client is primarily responsible for its own account setup and onboarding. Podium may also provide onboarding, deployment, and other services under this Agreement, including via Third-Party Providers or subcontractors. If applicable, the scope, pricing, and other terms for these additional services will be set forth in the applicable Subscription Documentation. Podium’s ability to deliver the Services will depend on Client’s reasonable and timely cooperation and the accuracy and completeness of any information from Client needed to deliver the Services.
7. FEES AND PAYMENT.
7.1. Fees. Unless otherwise specified on Client's Subscription Documentation, the Services are provided on an ongoing, per license subscription-basis, including automatically recurring payments for periodic charges, according to the terms and conditions of the Subscription Documentation (“Subscription”). Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Additional Terms (collectively, the “Fees”). Except as otherwise specified in the applicable Subscription Documentation, unless Client terminates a Free Access Subscription prior to the lapse of the Free Access Subscription Term, such Services will convert to a paid Subscription and Client agrees to pay Podium the applicable Subscription Fees according to the terms of this Agreement. Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
7.2. Payment of Fees. Unless otherwise specified in the applicable Subscription Documentation, all Subscription Fees will be paid annually in advance (though overage fees, if any, may be charged in arrears), and all references to currency set forth herein will mean U.S. dollars, with all payments hereunder to be made in U.S. dollars. Subscription Fees are non-refundable and non-creditable, except as expressly set forth in Sections 2.3 (Modification of the Services) and 8.3 (Termination for Cause). If the payment method selected on Client's Subscription Documentation is credit card, ACH, or direct debit, Client acknowledges and authorizes Podium to charge Fees and other amounts automatically, on an auto-renew basis on your Subscription Start Date (as defined below) for each subsequent Subscription Term. For the avoidance of doubt, all additional Subscription Fees for additional Services accessed by Client will be billed when the Service is first accessed by Client and automatically, on an auto-renew basis on Client’s existing Subscription Start Date. Podium may from time to time provide notice to Client regarding any Renewal Term(s) and the auto-renew processes. The Subscription will continue unless and until you or Podium terminate your Subscription in accordance with Section 8. You must cancel your Subscription before it renews in order to avoid billing the next periodic Subscription Fees to your account. If Client elects to pay by credit card, then you are responsible for both (a) enabling auto-recharge on your account and (b) ensuring that your account has a sufficient positive balance to cover all Fees when due. Should Podium be unable to process/receive the Fees when due and owing, payment shall be considered overdue. Podium will have the right to charge interest on all overdue amounts equal to the maximum amounts allowed by applicable Law. Additionally, after payment becomes overdue, Podium will have the right to immediately suspend Client’s access to the Services and/or seek to enforce Client’s payment obligations, including through the use of third-party services. If Podium sends Client’s account for collection and/or initiates legal action to collect overdue amounts, Client will be liable for all cost and expenses of such action, including reasonable legal or attorney's fees, court costs, and expenses.
7.3. Taxes. Podium’s Fees are exclusive of all taxes, regulatory fees, or levies and Client must pay any applicable taxes regulatory fees, or levies (which for clients located in Australia, includes any applicable goods and services taxes as set out in a New Tax System (Goods and Services Tax) Act 1999 (Cth)), whether domestic or foreign, other than taxes based on the income of Podium. Client will make tax and regulatory fee payments to Podium to the extent amounts are included on Podium’s invoices.
7.4. Fee Increase. Podium reserves the right to determine the applicable Fees for any Service(s). While Podium will make reasonable efforts to keep the information relating to Fees published on its Website up to date, you should check the Website periodically for information about current Fees. If any Fees are specified on your Subscription Documentation, Podium may increase Fees applicable to you upon forty-five (45) days’ prior written notice, effective on the start date of your subsequent Subscription Term (if Client has not elected to opt out of the automatic renewal or renegotiate the Fees). Additionally, notwithstanding the foregoing, Podium may adjust the Payments Services Fees as set forth in the Payments Service Terms. Podium may also, from time to time and in its sole discretion, make promotional offers or different Fees available to its clients or other users. Such promotional offers will not apply to you or this Agreement unless specified in writing in your Subscription Documentation.
8. TERM AND TERMINATION.
8.1. Term. This Agreement is effective until the applicable Subscription Term for the Services has expired or the Subscription is terminated as expressly permitted herein. Unless otherwise stated in Client’s Subscription Documentation, the initial term for any Subscription to the Services is twelve (12) months and will automatically renew for subsequent periods of equal duration (the “Subscription Term”), unless either party gives written notice of non-renewal at least one (1) month before the end of the then-current Subscription Term. Client may give notice of non-renewal by sending an email to support@podium.com. If no Subscription start date is specified on the applicable Subscription Documentation, the Subscription starts when Client first obtains access to the Services (“Subscription Start Date”). By agreeing to any Subscription Documentation, Client is agreeing to pay applicable fees for the entire Subscription Term. Client cannot cancel or terminate a Subscription Term except as expressly permitted by this Section 8.1 (Term) or Section 8.3 (Termination for Cause). Unless Client’s Subscription Documentation expressly states otherwise, any additional Services purchased during Client’s Subscription Term will be coterminous with Client’s most recent Podium platform Subscription Term.
8.2. Suspension of Services. Podium may suspend Client’s (or any Authorized User’s, as applicable) access to the Services if: (a) Client’s account is overdue, or (b) Client has exceeded its Scope of Use limits. Podium may also suspend Client’s (or any Authorized User’s, as applicable) access to the Services, remove Client Data, or disable Third-Party Products if it determines that: (i) Client has breached Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations); or (ii) suspension is necessary to prevent harm or liability to other clients of Podium or third parties or to preserve the security, stability, availability, or integrity of the Services. Podium will have no liability for taking action as permitted above. For avoidance of doubt, Client will remain responsible for payment of Fees during any suspension period. Unless this Agreement has been terminated, Podium will cooperate with Client to restore access to the Services once it verifies that Client has resolved the condition requiring suspension.
8.3. Termination for Cause. Either party may terminate this Agreement, including any related Subscription Documentation, if the other party: (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). If Client terminates during the Subscription Term for any reason other than the foregoing, Client will be responsible for the Fees due for the entire Subscription Term. Podium may also terminate this Agreement or any related Subscription Documentation immediately if Client breaches Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations), for repeated violations of other Sections of this Agreement, or if applicable, a breach of the parties’ BAA.
8.4. Effect of Termination. Upon any expiration or termination of this Agreement or any Subscription Documentation: (a) Client’s license rights will terminate and it must immediately cease use of the Services (including any related Podium Technology) and delete (or, at Podium’s request, return) any and all copies of any Podium documentation, scripts, passwords or access codes, and any other Podium Confidential Information in Client’s possession, custody, or control; and (b) Client’s right to access any Client Data in the applicable Services will cease, and unless otherwise precluded by a BAA or other obligation under applicable Law, Podium may delete any such data in its possession at any time. If Podium terminates this Agreement for cause as provided in Section 8.3 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Client. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
8.5. Survival. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions); 3 (Use Rights; Restrictions); 4 (Client Data); 7 (Fees and Payment); 8 (Term and Termination); 9 (Confidential Information); 10 (Podium Technology); 11 (Third-Party Providers and Third-Party Products); 12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); 15 (Dispute Resolution); and 16 (General).
9. CONFIDENTIAL INFORMATION.
9.1. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, subcontractors, or Authorized Users having a legitimate need to know (which, for Podium, includes the subcontractors referenced in Section 16.6), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 9 and these recipients are bound to confidentiality obligations no less protective than this Section.
9.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law, subpoenas, or court orders, provided it uses commercially reasonable efforts to notify the other party (where permitted to do so) and cooperates in any effort by the other party to obtain confidential treatment for the information.
9.3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
10. PODIUM TECHNOLOGY.
10.1. Ownership and Updates. By accepting this Agreement, Client acknowledges that it is obtaining only a limited right to use the Services and irrespective of any use of the words “purchase”, “sale”, or similar terms, no ownership rights are transferred to Client under this Agreement and, except as expressly permitted by such limited right, Client may not make any use of Podium Technology. Client agrees that Podium (or its suppliers) exclusively retains all rights, title, and interest (including all intellectual property rights) in and to all Services, products, any and all related documentation, software, technology, code, know-how, logos, trademarks, service marks, and templates (including in any reports or output obtained from the Services), anything delivered as part of support, materials or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Feedback (as defined below) provided by Podium (collectively, "Podium Technology") (which is deemed Podium’s Confidential Information) and reserves any licenses not specifically granted herein. Furthermore, Podium exclusively owns and reserves all right, title, and interest in and to Podium’s Confidential Information and any data, in anonymized or aggregated form that does not identify you, any end users, or any natural person, generated or derived from the use or operation of the Services, including volumes, frequencies, bounce rates, and performance results for the Services. The Services are offered as an online, hosted product. Accordingly, Client acknowledges and agrees that it has no right to obtain a copy of the software behind any Services and that Podium at its option may make updates, bug fixes, modifications, or improvements to the Services from time-to-time.
10.2. Feedback. If Client elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, “Feedback”), Client hereby grants Podium a worldwide, perpetual, non-revocable, sublicensable, royalty-free right, and license to use, copy, disclose, license, distribute, and exploit any such Feedback in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
11. THIRD-PARTY PROVIDERS AND THIRD-PARTY PRODUCTS.
Podium may, from time to time, contract with a third party to facilitate certain features of the Services, including as described in Section 16.6 of this Agreement. Podium may also allow or facilitate Client to make arrangements with other third-party providers that provide products or services in connection with, but which are not included in, the Services as defined in this Agreement (“Third-Party Provider(s)”). If Client elects to use any Third-Party Provider(s) or any applications, integrations, add-ons, software, code, online services, systems, and other products that are not Podium Technology (“Third-Party Products”) in connection with the Services, such Third-Party Provider(s) or Third-Party Products may make Third-Party Content available to Client and may access Client’s instance of the Services, including Client Data. Client agrees and acknowledges that use of such Third-Party Provider(s) or Third-Party Products may require Client to enter into separate terms and conditions with such third-party. Unless Podium expressly agrees otherwise in a signed writing, Podium (a) is not a party to any such terms; (b) will not be liable thereunder; (c) does not warrant or support Third-Party Providers, Third-Party Products; or Third-Party Content; and (d) disclaims all responsibility and liability for Third-Party Providers and their access to the Services, including their modification, deletion, disclosure, or collection of Client Data. Podium is not responsible in any way for Client Data once it is transmitted, copied, or removed from the Services. Unless Podium expressly states otherwise in signed writing, Third-Party Providers are not “subcontractors'' under this Agreement, and Podium disclaims all responsibility and liability for the actions or omissions of any Third-Party Providers, including but not limited to Developers.
12. INDEMNIFICATION.
12.1. Indemnification by Client. Client will indemnify and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) your unauthorized use of, or misuse of, the Services, including but not limited to the Podium Marketplace and Podium API, as applicable; (b) your violation of, or any claim that you have violated, any applicable Law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party (including but not limited to your Customers, any Developer Partners, and any Third-Party Providers); (d) any demand, dispute, or issue (including without limitation fee disputes) between you and any Payment Service Provider(s) (as defined in the applicable Additional Terms); (e) any Client Data; (f) Podium’s use, as contemplated in this Agreement, of any information provided to Podium by you or your Customers; (g) breach or alleged breach of this Agreement, including Client’s warranties and obligations; or (h) if applicable, any breach or alleged breach of Client’s obligations contained in the BAA. Client also agrees to defend the Podium Entities against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event Podium assumes exclusive defense of such claims, Client agrees to cooperate with our defense of any such claims. Client may not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12.2. Indemnification by Podium. Podium will indemnify and hold Client harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to (a) Podium’s gross negligence or willful misconduct; or (b) Podium’s infringement, misappropriation, or violation of a third party’s intellectual property rights. Podium also agrees to defend Client against these claims at Client’s request, but Client may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. Podium must not settle any claim without Client’s prior written consent if the settlement does not fully release Client from liability or would require Client to admit fault, pay any amounts, or take or refrain from taking any action.
12.3. Exclusions to Podium’s Indemnification. Podium will not be required to indemnify Client in the event of: (a) modification of the Services by Client, its Authorized Users, Developer Partners, Third-Party Providers, affiliates, employees, or contractors in conflict with Client’s obligations or as a result of any prohibited activity under this Agreement, (b) use of the Services in a manner inconsistent with this Agreement, the Acceptable Use Policy, the Additional Terms, the Subscription Documentation, or any other agreement related to this Agreement, or (c) use of the Services in combination with any other application, product, or service not provided by Podium if such claim would not have occurred without such combination.
13. DISCLAIMERS.
13.1. EXCEPT AS PROVIDED EXPRESSLY HEREIN, ALL PODIUM TECHNOLOGY AND RELATED SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH THE PODIUM TECHNOLOGY ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM TECHNOLOGY WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM TECHNOLOGY WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, AND PODIUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY PROVIDERS, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON PODIUM TECHNOLOGY OR PODIUM’S RELATED SERVICES (INCLUDING CHANGES TO CLIENT PROPERTIES). THE DISCLAIMERS IN THIS SECTION 13 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
13.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS CLIENT(S) DO NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
13.3. For Clients Located in Australia Only. Neither this Section 13 (Disclaimers) nor Section 14 (Limitations of Liability) below excludes, restricts, or modifies the application of any provision of the Australian Consumer Law (ACL) (whether applicable as a law of the Commonwealth, or any state or territory of Australia), the exercise of any right to remedy conferred by the ACL, or the liability of Podium for a failure to comply with any applicable consumer guarantees where to do so would contravene the ACL or cause any part of these sections to be void.
14. LIMITATIONS OF LIABILITY.
14.1. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL PODIUM OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PODIUM’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CLIENT TO PODIUM FOR THE APPLICABLE SERVICE(S) OR RELATED SERVICE(S) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, PODIUM’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 14 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 14 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY PODIUM TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14.2. FOR CLIENTS LOCATED IN AUSTRALIA ONLY. TO THE EXTENT THAT LIABILITY CANNOT BE EXCLUDED UNDER THIS SECTION 14, AND WHERE THE ACL APPLIES, PODIUM’S LIABILITY IS LIMITED AT THE OPTION OF PODIUM TO (A) IN THE CASE OF ANY PRODUCT, ANY ONE OR MORE OF THE FOLLOWING (i) THE REPLACEMENT OF THE PRODUCT OR THE SUPPLY OF EQUIVALENT PRODUCT, (ii) THE REPAIR OF THE PRODUCT, (iii) THE PAYMENT OF THE COST OF REPLACING THE PRODUCT OR OF ACQUIRING EQUIVALENT PRODUCT, OR (iv) THE PAYMENT OF THE COST OF HAVING THE PRODUCT REQUIRED, IF APPLICABLE; AND (B) IN THE CASE OF ANY PODIUM TECHNOLOGY OR SERVICES OR RELATED SERVICES PERFORMED BY PODIUM: (i) THE SUPPLY OF THOSE SERVICES AGAIN, OR (ii) THE PAYMENT OF THE COST OF HAVING THOSE SERVICES APPLIED AGAIN.
15. DISPUTE RESOLUTION.
If a dispute arises between the parties related to this Agreement or the Services provided therefrom, and the dispute cannot be settled through informal negotiations, the parties agree to resolve their dispute (referred to herein as “Claim(s)”) as follows:
15.1. Mediation. The parties agree to participate in mediation to settle their Claims in accordance with the rules and procedures found in Utah Code § 78B-10-101 et seq. (Utah Uniform Mediation Act and referred to as “UUMA”) (or for clients located in Australia, the rules and procedures found in the Institute of Arbitrators and Mediators Australia Mediation Rules (“Rules”)) and this Agreement before a party can file a judicial action, whether in a court of law, an administrative body, government agency, or otherwise. If there are any conflicting provisions between UUMA (or for clients located in Australia, the Rules) and this Agreement, the provisions in this Agreement will govern.
15.1.1. Notice. Mediation must be conducted within sixty (60) days from a party receiving written notice of Claims from a complaining party. The notice must contain a detailed description of the nature of the Claims and the requested relief sought.
15.1.2. Mediator Selection and Mediator Fees. A neutral mediator will be selected as mutually agreed upon by the parties. The mediator’s fees and costs will be paid to the mediator at the end of mediation, with both parties equally sharing the mediation costs and paying their own legal fees and costs.
15.1.3. Location. Mediation will occur in Salt Lake City, Utah, unless you are located in Australia, in which case mediation will occur in Melbourne, Victoria, Australia.
15.2. Judicial Action. If the parties are unable to resolve the Claim pursuant to the mandatory mediation referenced above (or if one of the parties refuses to participate in the mandatory mediation or fails to respond to a complaining party’s request for mediation), the parties may subsequently file a judicial action.
15.3. Disputes Not Subject to the Mediation Process. The following claims or actions are not subject to the mandatory mediation provisions of this Section 15:
15.3.1. A request for an order of injunctive relief and any related incidental damages;
15.3.2. A request for an order to prevent the disclosure of or misuse of Confidential Information or trade secrets; and/or
15.3.3. Enforcement of Client’s payment obligations as set forth under Section 7.
16. GENERAL.
16.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign or purport to assign any of its rights or obligations under this Agreement without the advance written consent of the other party (which must not be unreasonably withheld), except that Podium may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.
16.2. Notices. Any notice or communication to Podium under this Agreement must be in writing. Client must send any notices under this Agreement (including breach notices) to Podium Headquarters (include “Attn. Legal Department” in the subject line) or by email to legal@podium.com. Podium may send notices to the e-mail addresses on Client’s account or, at Podium’s option, to Client’s last-known postal address. Podium may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of such notice on Podium’s Website or the Services. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Podium is not responsible for any automatic filtering Client or its network provider may apply to email notifications.
16.3. Publicity. Unless otherwise specified in the applicable Subscription Documentation, Podium may use Client’s name, logo, and marks to identify Client as a Podium Client on Podium’s website and other marketing materials.
16.4. Podium Communication with Client. You agree that Podium may send you emails and text messages, including transactional, operational, and marketing messages, possibly using automated technology, to the email or phone number you provide to Podium. Message and/or data rates may apply to such messages, and you may opt out at any time. You will keep your contact information up to date and will notify Podium immediately in the event that your contact information changes.
16.5. Referral Programs. Podium may, from time to time, and in its sole discretion, offer referral programs or opportunities to certain Podium clients or users. Such programs or opportunities may include incentives for such clients or users to promote Podium and/or its Services to their family or friends. Participation in such programs or opportunities is completely voluntary and is subject to this Agreement and the Podium Referral Program Terms (“Referral Program Terms”). Podium may modify, discontinue, or terminate any referral program or similar opportunity at any time, without notice.
16.6. Subcontractors. Podium may use subcontractors and permit them to exercise the rights granted to Podium in order to provide the Services and related services under this Agreement. Except as otherwise set forth in the DPA, Podium will not be required to obtain Client’s consent or provide notice of such subcontracting or delegation. To avoid any doubt, Podium remains responsible for the performance of its obligations or the exercise of its rights under this Agreement regardless of any subcontracting or delegation.
16.7. Subpoenas. Nothing in this Agreement prevents Podium from disclosing Client Data to the extent required by law, subpoenas, or court orders, but Podium will use commercially reasonable efforts to notify Client where permitted to do so.
16.8. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
16.9. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
16.10. Amendments; Waivers. Podium may update or modify these Terms (including the Additional Terms and any referenced policies and other documents) from time to time by giving reasonable notice and posting a revised version on the Website or Services or by notification via the email associated with your account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Subscription Term. Immaterial modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, will constitute acceptance of the updated Terms. If Client does not agree to the updated Terms, Client will no longer have the right to use the Services, except where applicable Law requires different treatment. Except as otherwise described in this Section 16.10, any modification, supplementation, replacement, novation or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights or delay in exercising any right under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
16.11. Headings. The headings used in this Agreement are for ease of reference only. They are not intended as a complete restatement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.
16.12. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.
16.13. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Client acknowledges that each Subscription only permits use by and for the legal entity or entities identified in the Subscription Documentation and not any affiliates. Furthermore, Client’s affiliates are not permitted to use the Services under these Terms unless an affiliate agrees to these Terms individually and creates its own account.
16.14. Attorneys’ Fees and Costs. The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.
16.15. Entire Agreement. This Agreement, including these Terms and any applicable Subscription Documentation, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Podium Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. Any terms provided by Client (including as part of any purchase order or other business form used by Client) are for administrative purposes only and have no legal effect.
16.16. Counterparts; Electronic Transmission. This Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery will be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.
16.17. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
16.17.1. Australia Clients. If you are a Podium client located in Australia, this Agreement is governed by the laws of Victoria, Australia. To the extent permitted by law, the courts of Victoria, Australia, will be the exclusive jurisdiction for disputes arising out of or in connection with this Agreement.
16.18. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
16.19. Notice Regarding Apple. This Section 16.19 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Podium only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (a) product liability claims; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Effective May 13, 2023
Effective June 21st 2023 to August 4th 2023
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Table of Contents
Podium Terms of Service
Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (individually and collectively, the “Website”), is owned and operated by Podium Corporation, Inc. (“Podium,” “we,” “us,” or “our”). By using, installing, or accessing the Website or Services (as defined below), by signing or clicking to accept these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to be bound by the following terms and conditions (together, these “Terms”, or this “Agreement”).
If you are using a Podium Service on behalf of a company, organization, or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee, agent, or other authorized representative with all necessary authority to bind that entity to this Agreement.
This Agreement includes and hereby incorporates by reference any Subscription Documentation executed between you and Podium, as well as any policies or exhibits linked to or referenced herein. If you have entered into a separate written agreement with Podium concerning specific Services, the terms of such agreement control if there is any conflict between the terms of such agreement and these Terms. Please note that we may modify this Agreement as described in Section 16.10 below.
1. DEFINITIONS.
1.1. “Business Associate Agreement” (hereinafter “BAA”) means a written agreement between a Covered Entity and a Business Associate (as those terms are defined under HIPAA) containing the elements specified at 45 CFR 164.504(e).
1.2. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
1.3. “HIPAA” means the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160 and 162, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160, all as may be amended from time to time.
1.4. "Law(s)” means all applicable local, state, federal, and international laws, rules, and regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, Canada’s Anti-Spam Legislation (“CASL”), the Australian Consumer Law, the AU Privacy Act 1988 (Cth), and the AU Spam Act 2023 (Cth)
1.5. “Protected Health Information” (hereinafter “PHI”) has the same meaning as that term is defined in HIPAA.
1.6. “Territory” means the United States, Canada, and Australia, unless otherwise expressly set forth in Client’s Subscription Documentation.
Other terms are defined in other Sections of this Agreement.
2. SERVICES.
2.1. Services. Podium provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “Phones” (formerly Voice), and “Bulk Messages” (formerly Campaigns), payment processing and related services (“Payments”), certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time (together with the Website, the “Service(s)”). Client will, from time to time, enter into a proposal, quote, services/purchase agreement, order form, statement of work, or otherwise click to accept or agree to an online registration form ("Subscription Documentation"), which references this Agreement and details the Services ordered from Podium and, if applicable, the usage limits or other scope of use descriptions for the Services (including without limitation any usage or volume limits, numerical limits on Authorized Users, and descriptions of product feature levels) (“Scope of Use”). Client may be provided the option to purchase certain Services as part of a package or bundle offer (each, a “Bundle”), as detailed in the applicable Subscription Documentation. The Services included in Podium’s standard Bundles are currently specified here (for Services and pricing available in Australia, please contact us here). Podium has no obligation to provide any services or perform any tasks not specifically set forth in this Agreement, including any applicable Subscription Documentation.
2.2. Alteration of Subscription Documentation. Any amendments or modifications to any existing Subscription Documentation must be agreed to in writing by the parties. Podium has no obligation to perform any Services under any amended Subscription Documentation until the parties have agreed to the effect of such changes on the applicable Fees.
2.3. Modification of the Services. Podium reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), or to alter the offering of the Services (including by adding, limiting, or discontinuing certain Bundles) temporarily or permanently. Podium also reserves the right to replace certain Services and Bundles with functionally equivalent Services or Bundles, at its sole discretion. In the event Podium makes any modification or alteration to the Services or the offering thereof that has a material adverse effect on the functionality of the Services ordered under your Subscription Documentation, Client may terminate this Agreement and receive a pro-rated refund of pre-paid, unused Fees for the remainder of Client’s Subscription Term (as defined below).
2.4. Additional Terms. Client’s subscription to or use of certain Services or features of the Services may be subject to additional terms, policies, rules, or guidelines that we may post on or link to from these Terms or the Services (the “Additional Terms”). To the extent applicable, all Additional Terms are incorporated by this reference into, and made a part of, these Terms. If Client purchases or otherwise uses any of the following Services, Client’s use is subject to and Client accepts the applicable Additional Terms, as set forth below.
2.4.1. Podium Payments. If Client uses Podium Payments, Client agrees to be bound by the Podium Payments Service Terms.
2.4.2. Podium Phones. If Client uses Podium Phones, Client agrees to be bound by the Podium Phones Service Terms.
2.4.3. Podium Marketplace. If Client uses the Podium Marketplace, Client agrees to be bound by the Podium Marketplace Terms of Use.
2.4.4. Podium API. If Client uses the Podium API, Client agrees to be bound by the applicable terms of the Podium API Terms of Use.
2.4.5. Podium Developer Platform. If Client uses the Podium Developer Platform, Client agrees to be bound by the Podium Developer Terms.
3. USE RIGHTS; RESTRICTIONS.
3.1. Use of Services. Subject to all terms of this Agreement, including any Additional Terms, Podium grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory (to the extent available in the Territory) to: (a) install and use an object code copy of any mobile application associated with the Services; and (b) access and use the Services, designated on Client’s Subscription Documentation solely for Client’s internal business purposes, but only in accordance with this Agreement, Podium’s Acceptable Use Policy (“Acceptable Use Policy”), the applicable Subscription Documentation, and all applicable Scope of Use descriptions. Podium makes no representation that the Services are appropriate or available for use in locations outside the Territory (or that all products or features of the Services are available throughout the Territory). Furthermore, accessing the Services from territories where their content or use is illegal, is prohibited under this Agreement. If Client attempts to access or use the Services outside of the Territory, Client does so at its own initiative and is responsible for compliance with all Laws and any costs associated with access or use outside the Territory. You may not use or export the Services in violation of U.S. export laws and regulations.
3.2. Account Registration. Client must register for a Podium account in order to access or receive the Services. Account information must be accurate, current, and complete. Client agrees to keep its account information up to date so that Podium may send notices, statements, and other information by email or through Client’s account. Client is solely responsible for all use of its Services account(s). Podium will not be liable for any loss or damage arising from unauthorized use of Client’s account(s) not directly caused by Podium's actions or omissions.
3.3. Eligibility and Use by Others. By agreeing to these Terms, Client warrants that it and its employees, agents, contractors, and any other users (including but not limited to Developer Partners or Third-Party Providers) whom Client has authorized to access the Services on its behalf (“Authorized Users”): (a) are over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all Laws when using the Services. Client may permit its Authorized Users to use the Services provided their use is for Client’s benefit only and remains in compliance with this Agreement. Authorized Users are and will be subject to the applicable terms and conditions of this Agreement, which may be communicated by posting to the Website or on a click-through basis to Authorized Users upon access to the Services and/or Website.
3.4. Responsibility for Authorized Users. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with this Agreement. Client will be solely responsible for authorizing and creating user IDs, passwords, and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Provided, however, Podium may, in its sole discretion, suspend any Authorized User’s access to the Services, as set forth in Section 8.2 below. Client is solely responsible for ensuring that any user IDs, passwords, and other access credentials (such as API tokens) for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, Client is solely responsible for complying, and ensuring its Authorized Users comply, with all Laws applicable to Client. Client will be solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions.
3.5. Use by Customers. Any person that is a client, customer, or patient of Client, or that is a potential client, customer, or patient of Client (“Customer(s)”) who accesses and/or uses the Services, including via Client’s account or website, is subject to the Acceptable Use Policy and such other terms as may be provided by Podium from time to time, which includes Podium’s right to remove or disable access to any Customer or content or resource that violates the Acceptable Use Policy.
3.6. General Restrictions. Client must not (and must not allow any third party to): (a) rent, lease, copy, transfer, sublicense, or provide access to the Podium Technology (as defined below) to a third party (except Authorized Users as specifically authorized above); (b) incorporate the Podium Technology (or any portion thereof) into, or use it with or to provide, any site, product, or service, except as otherwise expressly authorized by Podium in writing; (c) use the Podium Technology (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (d) publicly disseminate information regarding the performance of the Podium Technology (which is deemed Podium’s Confidential Information); (e) modify or create a derivative work of the Podium Technology or any portion thereof or access the services with the intent to copy or create a competitive or derivative product/service; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Podium Technology or Services, except to the extent expressly permitted by applicable Law and then only upon advance notice to Podium; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the Podium Technology other than as specifically permitted above; (i) use the Services in violation of the Acceptable Use Policy; or (j) remove or obscure any proprietary or other notices contained in the Podium Technology including in any reports or output obtained from the Podium Technology.
3.7. Beta Releases and Free Access Subscriptions. Subject to Client’s compliance with the terms of this Agreement, Podium may provide Client with certain Services for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta”, or other early stage Services, integrations, or features (“Beta Release(s)”) for the Subscription Term set forth in the applicable Subscription Documentation (if applicable). This Section 3.7 and any relevant Additional Terms will apply to any Free Access Subscription or Beta Release (even if a Beta Release is provided for a fee or counts towards Client’s Scope of Use allocations) and supersedes any contrary provision in this Agreement. For the avoidance of doubt, Section 6 (Availability of Services; Support) will not apply to any Free Access Subscription or Beta Release; though Podium may use good faith efforts, in its discretion, to assist Client with Free Access Subscriptions or Beta Releases. Without limiting the other disclaimers and limitations in this Agreement, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT FREE ACCESS SUBSCRIPTIONS AND BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH PODIUM WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS AT CLIENT’S SOLE RISK. You may choose to use Free Access Subscriptions and Beta Releases at your sole discretion. Podium makes no guarantees or promises with respect to the continued availability of any Free Access Subscriptions or Beta Releases or that future versions of a Free Access Subscription or Beta Release will be released or will be available under the same commercial or other terms. Podium may discontinue Free Access Subscriptions or Beta Releases at any time, in our sole discretion, and decide not to make them generally available. Notwithstanding anything to the contrary herein, Podium may terminate Client’s right to use any Free Access Subscription or Beta Release at any time and with reasonable notice for any reason or no reason in Podium’s sole discretion, without liability.
4. CLIENT DATA.
4.1. Rights in Client Data. As between the parties, Client retains all right, title, and interest (including any intellectual property rights) in and to any text, images, or other content and data that Client selects or submits for use or incorporation with the Services (including without limitation, chat and message logs, Customer Data, PHI, or any Third-Party Content) (“Client Data”). To the extent Client is a Covered Entity or a Business Associate, as those terms are defined in HIPAA, "Client Data" also includes PHI. “Customer Data” means data related to the identity, characteristics, and activities of Customers, collected or submitted to the Services by Client or captured by the Services. “Third-Party Content” means content, data, or other materials that Client provides to the Podium Services from its third-party data providers, including through Third-Party Products (as defined below) used by Client. Client hereby grants Podium a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Client Data as necessary to provide the Services and related services to Client and as otherwise provided herein and in Podium's Privacy Policy (the "Privacy Policy"), and hereby instructs Podium to do the same. Client further instructs Podium to use and disclose Customer Data as necessary to provide the Services consistent with this Agreement and as otherwise set forth in the Privacy Policy.
4.2. Aggregate/Anonymous Data. Client agrees that Podium will have the right to generate usage data from Client use of the Services and may aggregate anonymized Client Data (“Aggregate/Anonymous Data”). Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is Podium Technology, which Podium may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Podium’s products and services and to create and distribute reports and other materials). Podium will not distribute Aggregate/Anonymous Data in a manner that personally identifies Client or its Customers, or that would otherwise violate applicable Laws. If Client and Podium have entered into a BAA, Podium will use the Aggregate/Anonymous Data only in conformity with the terms of such agreement.
4.3. Monitoring. Client understands and agrees that Podium may monitor and analyze Client Data or Customer Data (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Website or Services; to improve Client’s experience using the Website or Services; to customize and communicate informational or product offerings and promotions to Client; to ensure compliance with the Acceptable Use Policy (including taking corrective action permitted therein); and/or to make the Website or Services more helpful or useful to Client and other users. Client also understands that any third-party platform(s) or Third-Party Provider(s) Client elects to use or access in conjunction with the Services may also monitor and analyze the Client Data and/or Customer Data Client uses or accesses in connection with such third-party platforms, to customize and communicate information or product offerings and promotions to Client; to ensure compliance with applicable terms of use; and to make such third-party platform(s) more helpful or useful to Client and other users.
4.4. Security. Podium agrees to maintain physical, technical, and organizational measures designed, in its discretion, to secure its systems from unauthorized access, use, or disclosure. If Client is a Covered Entity or Business Associate, as defined in HIPAA, Podium and Client agree to the terms of Podium’s BAA (currently available at https://legal.podium.com/#BAA), which may be amended from time to time, and to secure and utilize PHI in accordance with the BAA. Podium takes no responsibility and assumes no liability for any Client Data other than its express security obligations in this Section 4.4.
4.5. Storage. Podium does not provide an archiving service. During the Subscription Term, Client acknowledges that Podium may delete Client Data no longer in active use. Additionally, Client understands and agrees that following termination, Podium may delete all Client Data in its possession. Except for requirements that are included in any BAA entered into between Podium and Client, Podium expressly disclaims all other obligations with respect to storage.
4.6. Privacy and Data Processing. The Privacy Policy describes how we handle the information you provide to us or we otherwise collect when you and your Customers use the Services. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including, as applicable, the transfer of this information to the United States and other countries for storage, processing, and use by Podium and its affiliates. Additionally, to the extent applicable, the parties agree that Podium’s Data Processing Addendum (“Data Processing Addendum” or “DPA”) (currently available at https://legal.podium.com/#dpa), governs in the event Podium Processes any Covered Data as Client’s Processor or Service Provider (as those terms are defined in the DPA) in connection with this Agreement.
5. CLIENT OBLIGATIONS.
5.1. Warranty. Client warrants and represents that it will use the Services in full compliance with all Laws and terms of this Agreement, including the Acceptable Use Policy, and that it will not use the Services in a manner that would cause Podium to violate any obligation with respect to any such Laws. Client also warrants and represents that: (a) Client has sole ownership of any Client Data it provides to Podium, or otherwise has legal rights to provide such Client Data, and Client Data will not violate third-party rights, including intellectual property, privacy, and publicity rights; (b) Podium’s possession and/or use of the Client Data on Client’s behalf in connection with the Services, as contemplated hereunder, will not violate any contract, statute, regulation, or other third-party rights; (c) any Client Data Client and/or Client’s authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, and will only concern Client or the goods and/or services that Client provides; (d) Client is authorized to provide Podium with any Customer, Client, or Authorized User information it provides in connection with the Services, including any personally identifying information; and (e) Client and/or Client’s Authorized User(s) will only use the Services for interaction with actual Customers. If Client receives any take-down requests or infringement notices related to Client Data or its use of Third-Party Products, it will promptly stop using these items with the Services and notify Podium immediately. Additionally, if an integration is included in the Services Client orders, Client grants Podium the right to access Client’s Data or Client’s CRM system directly or through a third-party service for the purposes of fulfilling Podium’s obligations under this Agreement, and Client warrants that Client is not restricted by law or applicable agreement from granting Podium such right.
5.2. Customer Consent; Intended Use of the Services. Client understands and agrees that the Services are intended to allow Client to communicate electronically only with Client’s own current Customers who have consented to the receipt of such communications and are provided with all necessary notices in accordance with applicable Laws. Accordingly, Client will for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing the Services; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use the Services to make or send communication only in compliance with all Laws, the terms of this Agreement (including the Acceptable Use Policy) and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client also understands and agrees that the Services are intended primarily to be used for transactional and/or informational communications. If Client uses the Services to make or send any written electronic communication (including but not limited text messages) that includes advertisements, marketing, telemarketing, or promotional messaging, as such are defined in applicable Laws (hereinafter, collectively “Marketing”), Client must, in each instance, clearly designate such message(s) as “Marketing” within the Service prior to sending. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated this Section 5.
6. AVAILABILITY OF SERVICES; SUPPORT.
6.1. Availability. Subject to the terms of this Agreement and any scheduled maintenance and unavailability caused by: (a) actions or omissions of Client; (b) failures, errors, or defects in the facilities, hardware, software, or network of Client; or (c) circumstances that constitute a force majeure event or that are beyond Podium’s reasonable control, the Services will be available for access via the Website 99.0% of the time during of the applicable Subscription Term. Client’s sole remedy and Podium’s sole liability for failure to meet the aforementioned availability will be support in accordance with Section 6.2.
6.2. Support. Podium makes available web-based support through the Website. Additional support services may be available to Client subject to payment of applicable fees (if any), as specified in any applicable Subscription Documentation. Any support services are subject to this Agreement and Podium’s applicable support policies, if any. Client is primarily responsible for its own account setup and onboarding. Podium may also provide onboarding, deployment, and other services under this Agreement, including via Third-Party Providers or subcontractors. If applicable, the scope, pricing, and other terms for these additional services will be set forth in the applicable Subscription Documentation. Podium’s ability to deliver the Services will depend on Client’s reasonable and timely cooperation and the accuracy and completeness of any information from Client needed to deliver the Services.
7. FEES AND PAYMENT.
7.1. Fees. Unless otherwise specified on Client's Subscription Documentation, the Services are provided on an ongoing, per license subscription-basis, including automatically recurring payments for periodic charges, according to the terms and conditions of the Subscription Documentation (“Subscription”). Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Additional Terms (collectively, the “Fees”). Except as otherwise specified in the applicable Subscription Documentation, unless Client terminates a Free Access Subscription prior to the lapse of the Free Access Subscription Term, such Services will convert to a paid Subscription and Client agrees to pay Podium the applicable Subscription Fees according to the terms of this Agreement. Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
7.2. Payment of Fees. Unless otherwise specified in the applicable Subscription Documentation, all Subscription Fees will be paid annually in advance (though overage fees, if any, may be charged in arrears), and all references to currency set forth herein will mean U.S. dollars, with all payments hereunder to be made in U.S. dollars. Subscription Fees are non-refundable and non-creditable, except as expressly set forth in Sections 2.3 (Modification of the Services) and 8.3 (Termination for Cause). If the payment method selected on Client's Subscription Documentation is credit card, ACH, or direct debit, Client acknowledges and authorizes Podium to charge Fees and other amounts automatically, on an auto-renew basis on your Subscription Start Date (as defined below) for each subsequent Subscription Term. For the avoidance of doubt, all additional Subscription Fees for additional Services accessed by Client will be billed when the Service is first accessed by Client and automatically, on an auto-renew basis on Client’s existing Subscription Start Date. Podium may from time to time provide notice to Client regarding any Renewal Term(s) and the auto-renew processes. The Subscription will continue unless and until you or Podium terminate your Subscription in accordance with Section 8. You must cancel your Subscription before it renews in order to avoid billing the next periodic Subscription Fees to your account. If Client elects to pay by credit card, then you are responsible for both (a) enabling auto-recharge on your account and (b) ensuring that your account has a sufficient positive balance to cover all Fees when due. Should Podium be unable to process/receive the Fees when due and owing, payment shall be considered overdue. Podium will have the right to charge interest on all overdue amounts equal to the maximum amounts allowed by applicable Law. Additionally, after payment becomes overdue, Podium will have the right to immediately suspend Client’s access to the Services and/or seek to enforce Client’s payment obligations, including through the use of third-party services. If Podium sends Client’s account for collection and/or initiates legal action to collect overdue amounts, Client will be liable for all cost and expenses of such action, including reasonable legal or attorney's fees, court costs, and expenses.
7.3. Taxes. Podium’s Fees are exclusive of all taxes, regulatory fees, or levies and Client must pay any applicable taxes regulatory fees, or levies (which for clients located in Australia, includes any applicable goods and services taxes as set out in a New Tax System (Goods and Services Tax) Act 1999 (Cth)), whether domestic or foreign, other than taxes based on the income of Podium. Client will make tax and regulatory fee payments to Podium to the extent amounts are included on Podium’s invoices.
7.4. Fee Increase. Podium reserves the right to determine the applicable Fees for any Service(s). While Podium will make reasonable efforts to keep the information relating to Fees published on its Website up to date, you should check the Website periodically for information about current Fees. If any Fees are specified on your Subscription Documentation, Podium may increase Fees applicable to you upon forty-five (45) days’ prior written notice, effective on the start date of your subsequent Subscription Term (if Client has not elected to opt out of the automatic renewal or renegotiate the Fees). Additionally, notwithstanding the foregoing, Podium may adjust the Payments Services Fees as set forth in the Payments Service Terms. Podium may also, from time to time and in its sole discretion, make promotional offers or different Fees available to its clients or other users. Such promotional offers will not apply to you or this Agreement unless specified in writing in your Subscription Documentation.
8. TERM AND TERMINATION.
8.1. Term. This Agreement is effective until the applicable Subscription Term for the Services has expired or the Subscription is terminated as expressly permitted herein. Unless otherwise stated in Client’s Subscription Documentation, the initial term for any Subscription to the Services is twelve (12) months and will automatically renew for subsequent periods of equal duration (the “Subscription Term”), unless either party gives written notice of non-renewal at least one (1) month before the end of the then-current Subscription Term. Client may give notice of non-renewal by sending an email to support@podium.com. If no Subscription start date is specified on the applicable Subscription Documentation, the Subscription starts when Client first obtains access to the Services (“Subscription Start Date”). By agreeing to any Subscription Documentation, Client is agreeing to pay applicable fees for the entire Subscription Term. Client cannot cancel or terminate a Subscription Term except as expressly permitted by this Section 8.1 (Term) or Section 8.3 (Termination for Cause). Unless Client’s Subscription Documentation expressly states otherwise, any additional Services purchased during Client’s Subscription Term will be coterminous with Client’s most recent Podium platform Subscription Term.
8.2. Suspension of Services. Podium may suspend Client’s (or any Authorized User’s, as applicable) access to the Services if: (a) Client’s account is overdue, or (b) Client has exceeded its Scope of Use limits. Podium may also suspend Client’s (or any Authorized User’s, as applicable) access to the Services, remove Client Data, or disable Third-Party Products if it determines that: (i) Client has breached Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations); or (ii) suspension is necessary to prevent harm or liability to other clients of Podium or third parties or to preserve the security, stability, availability, or integrity of the Services. Podium will have no liability for taking action as permitted above. For avoidance of doubt, Client will remain responsible for payment of Fees during any suspension period. Unless this Agreement has been terminated, Podium will cooperate with Client to restore access to the Services once it verifies that Client has resolved the condition requiring suspension.
8.3. Termination for Cause. Either party may terminate this Agreement, including any related Subscription Documentation, if the other party: (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). If Client terminates during the Subscription Term for any reason other than the foregoing, Client will be responsible for the Fees due for the entire Subscription Term. Podium may also terminate this Agreement or any related Subscription Documentation immediately if Client breaches Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations), for repeated violations of other Sections of this Agreement, or if applicable, a breach of the parties’ BAA.
8.4. Effect of Termination. Upon any expiration or termination of this Agreement or any Subscription Documentation: (a) Client’s license rights will terminate and it must immediately cease use of the Services (including any related Podium Technology) and delete (or, at Podium’s request, return) any and all copies of any Podium documentation, scripts, passwords or access codes, and any other Podium Confidential Information in Client’s possession, custody, or control; and (b) Client’s right to access any Client Data in the applicable Services will cease, and unless otherwise precluded by a BAA or other obligation under applicable Law, Podium may delete any such data in its possession at any time. If Podium terminates this Agreement for cause as provided in Section 8.3 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Client. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
8.5. Survival. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions); 3 (Use Rights; Restrictions); 4 (Client Data); 7 (Fees and Payment); 8 (Term and Termination); 9 (Confidential Information); 10 (Podium Technology); 11 (Third-Party Providers and Third-Party Products); 12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); 15 (Dispute Resolution); and 16 (General).
9. CONFIDENTIAL INFORMATION.
9.1. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, subcontractors, or Authorized Users having a legitimate need to know (which, for Podium, includes the subcontractors referenced in Section 16.6), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 9 and these recipients are bound to confidentiality obligations no less protective than this Section.
9.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law, subpoenas, or court orders, provided it uses commercially reasonable efforts to notify the other party (where permitted to do so) and cooperates in any effort by the other party to obtain confidential treatment for the information.
9.3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
10. PODIUM TECHNOLOGY.
10.1. Ownership and Updates. By accepting this Agreement, Client acknowledges that it is obtaining only a limited right to use the Services and irrespective of any use of the words “purchase”, “sale”, or similar terms, no ownership rights are transferred to Client under this Agreement and, except as expressly permitted by such limited right, Client may not make any use of Podium Technology. Client agrees that Podium (or its suppliers) exclusively retains all rights, title, and interest (including all intellectual property rights) in and to all Services, products, any and all related documentation, software, technology, code, know-how, logos, trademarks, service marks, and templates (including in any reports or output obtained from the Services), anything delivered as part of support, materials or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Feedback (as defined below) provided by Podium (collectively, "Podium Technology") (which is deemed Podium’s Confidential Information) and reserves any licenses not specifically granted herein. Furthermore, Podium exclusively owns and reserves all right, title, and interest in and to Podium’s Confidential Information and any data, in anonymized or aggregated form that does not identify you, any end users, or any natural person, generated or derived from the use or operation of the Services, including volumes, frequencies, bounce rates, and performance results for the Services. The Services are offered as an online, hosted product. Accordingly, Client acknowledges and agrees that it has no right to obtain a copy of the software behind any Services and that Podium at its option may make updates, bug fixes, modifications, or improvements to the Services from time-to-time.
10.2. Feedback. If Client elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, “Feedback”), Client hereby grants Podium a worldwide, perpetual, non-revocable, sublicensable, royalty-free right, and license to use, copy, disclose, license, distribute, and exploit any such Feedback in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
11. THIRD-PARTY PROVIDERS AND THIRD-PARTY PRODUCTS.
Podium may, from time to time, contract with a third party to facilitate certain features of the Services, including as described in Section 16.6 of this Agreement. Podium may also allow or facilitate Client to make arrangements with other third-party providers that provide products or services in connection with, but which are not included in, the Services as defined in this Agreement (“Third-Party Provider(s)”). If Client elects to use any Third-Party Provider(s) or any applications, integrations, add-ons, software, code, online services, systems, and other products that are not Podium Technology (“Third-Party Products”) in connection with the Services, such Third-Party Provider(s) or Third-Party Products may make Third-Party Content available to Client and may access Client’s instance of the Services, including Client Data. Client agrees and acknowledges that use of such Third-Party Provider(s) or Third-Party Products may require Client to enter into separate terms and conditions with such third-party. Unless Podium expressly agrees otherwise in a signed writing, Podium (a) is not a party to any such terms; (b) will not be liable thereunder; (c) does not warrant or support Third-Party Providers, Third-Party Products; or Third-Party Content; and (d) disclaims all responsibility and liability for Third-Party Providers and their access to the Services, including their modification, deletion, disclosure, or collection of Client Data. Podium is not responsible in any way for Client Data once it is transmitted, copied, or removed from the Services. Unless Podium expressly states otherwise in signed writing, Third-Party Providers are not “subcontractors'' under this Agreement, and Podium disclaims all responsibility and liability for the actions or omissions of any Third-Party Providers, including but not limited to Developers.
12. INDEMNIFICATION.
12.1. Indemnification by Client. Client will indemnify and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) your unauthorized use of, or misuse of, the Services, including but not limited to the Podium Marketplace and Podium API, as applicable; (b) your violation of, or any claim that you have violated, any applicable Law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party (including but not limited to your Customers, any Developer Partners, and any Third-Party Providers); (d) any demand, dispute, or issue (including without limitation fee disputes) between you and any Payment Service Provider(s) (as defined in the applicable Additional Terms); (e) any Client Data; (f) Podium’s use, as contemplated in this Agreement, of any information provided to Podium by you or your Customers; (g) breach or alleged breach of this Agreement, including Client’s warranties and obligations; or (h) if applicable, any breach or alleged breach of Client’s obligations contained in the BAA. Client also agrees to defend the Podium Entities against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event Podium assumes exclusive defense of such claims, Client agrees to cooperate with our defense of any such claims. Client may not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12.2. Indemnification by Podium. Podium will indemnify and hold Client harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to (a) Podium’s gross negligence or willful misconduct; or (b) Podium’s infringement, misappropriation, or violation of a third party’s intellectual property rights. Podium also agrees to defend Client against these claims at Client’s request, but Client may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. Podium must not settle any claim without Client’s prior written consent if the settlement does not fully release Client from liability or would require Client to admit fault, pay any amounts, or take or refrain from taking any action.
12.3. Exclusions to Podium’s Indemnification. Podium will not be required to indemnify Client in the event of: (a) modification of the Services by Client, its Authorized Users, Developer Partners, Third-Party Providers, affiliates, employees, or contractors in conflict with Client’s obligations or as a result of any prohibited activity under this Agreement, (b) use of the Services in a manner inconsistent with this Agreement, the Acceptable Use Policy, the Additional Terms, the Subscription Documentation, or any other agreement related to this Agreement, or (c) use of the Services in combination with any other application, product, or service not provided by Podium if such claim would not have occurred without such combination.
13. DISCLAIMERS.
13.1. EXCEPT AS PROVIDED EXPRESSLY HEREIN, ALL PODIUM TECHNOLOGY AND RELATED SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH THE PODIUM TECHNOLOGY ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM TECHNOLOGY WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM TECHNOLOGY WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, AND PODIUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY PROVIDERS, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON PODIUM TECHNOLOGY OR PODIUM’S RELATED SERVICES (INCLUDING CHANGES TO CLIENT PROPERTIES). THE DISCLAIMERS IN THIS SECTION 13 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
13.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS CLIENT(S) DO NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
13.3. For Clients Located in Australia Only. Neither this Section 13 (Disclaimers) nor Section 14 (Limitations of Liability) below excludes, restricts, or modifies the application of any provision of the Australian Consumer Law (ACL) (whether applicable as a law of the Commonwealth, or any state or territory of Australia), the exercise of any right to remedy conferred by the ACL, or the liability of Podium for a failure to comply with any applicable consumer guarantees where to do so would contravene the ACL or cause any part of these sections to be void.
14. LIMITATIONS OF LIABILITY.
14.1. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL PODIUM OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PODIUM’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CLIENT TO PODIUM FOR THE APPLICABLE SERVICE(S) OR RELATED SERVICE(S) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, PODIUM’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 14 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 14 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY PODIUM TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14.2. FOR CLIENTS LOCATED IN AUSTRALIA ONLY. TO THE EXTENT THAT LIABILITY CANNOT BE EXCLUDED UNDER THIS SECTION 14, AND WHERE THE ACL APPLIES, PODIUM’S LIABILITY IS LIMITED AT THE OPTION OF PODIUM TO (A) IN THE CASE OF ANY PRODUCT, ANY ONE OR MORE OF THE FOLLOWING (i) THE REPLACEMENT OF THE PRODUCT OR THE SUPPLY OF EQUIVALENT PRODUCT, (ii) THE REPAIR OF THE PRODUCT, (iii) THE PAYMENT OF THE COST OF REPLACING THE PRODUCT OR OF ACQUIRING EQUIVALENT PRODUCT, OR (iv) THE PAYMENT OF THE COST OF HAVING THE PRODUCT REQUIRED, IF APPLICABLE; AND (B) IN THE CASE OF ANY PODIUM TECHNOLOGY OR SERVICES OR RELATED SERVICES PERFORMED BY PODIUM: (i) THE SUPPLY OF THOSE SERVICES AGAIN, OR (ii) THE PAYMENT OF THE COST OF HAVING THOSE SERVICES APPLIED AGAIN.
15. DISPUTE RESOLUTION.
If a dispute arises between the parties related to this Agreement or the Services provided therefrom, and the dispute cannot be settled through informal negotiations, the parties agree to resolve their dispute (referred to herein as “Claim(s)”) as follows:
15.1. Mediation. The parties agree to participate in mediation to settle their Claims in accordance with the rules and procedures found in Utah Code § 78B-10-101 et seq. (Utah Uniform Mediation Act and referred to as “UUMA”) (or for clients located in Australia, the rules and procedures found in the Institute of Arbitrators and Mediators Australia Mediation Rules (“Rules”)) and this Agreement before a party can file a judicial action, whether in a court of law, an administrative body, government agency, or otherwise. If there are any conflicting provisions between UUMA (or for clients located in Australia, the Rules) and this Agreement, the provisions in this Agreement will govern.
15.1.1. Notice. Mediation must be conducted within sixty (60) days from a party receiving written notice of Claims from a complaining party. The notice must contain a detailed description of the nature of the Claims and the requested relief sought.
15.1.2. Mediator Selection and Mediator Fees. A neutral mediator will be selected as mutually agreed upon by the parties. The mediator’s fees and costs will be paid to the mediator at the end of mediation, with both parties equally sharing the mediation costs and paying their own legal fees and costs.
15.1.3. Location. Mediation will occur in Salt Lake City, Utah, unless you are located in Australia, in which case mediation will occur in Melbourne, Victoria, Australia.
15.2. Judicial Action. If the parties are unable to resolve the Claim pursuant to the mandatory mediation referenced above (or if one of the parties refuses to participate in the mandatory mediation or fails to respond to a complaining party’s request for mediation), the parties may subsequently file a judicial action.
15.3. Disputes Not Subject to the Mediation Process. The following claims or actions are not subject to the mandatory mediation provisions of this Section 15:
15.3.1. A request for an order of injunctive relief and any related incidental damages;
15.3.2. A request for an order to prevent the disclosure of or misuse of Confidential Information or trade secrets; and/or
15.3.3. Enforcement of Client’s payment obligations as set forth under Section 7.
16. GENERAL.
16.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign or purport to assign any of its rights or obligations under this Agreement without the advance written consent of the other party (which must not be unreasonably withheld), except that Podium may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.
16.2. Notices. Any notice or communication to Podium under this Agreement must be in writing. Client must send any notices under this Agreement (including breach notices) to Podium Headquarters (include “Attn. Legal Department” in the subject line) or by email to legal@podium.com. Podium may send notices to the e-mail addresses on Client’s account or, at Podium’s option, to Client’s last-known postal address. Podium may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of such notice on Podium’s Website or the Services. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Podium is not responsible for any automatic filtering Client or its network provider may apply to email notifications.
16.3. Publicity. Unless otherwise specified in the applicable Subscription Documentation, Podium may use Client’s name, logo, and marks to identify Client as a Podium Client on Podium’s website and other marketing materials.
16.4. Podium Communication with Client. You agree that Podium may send you emails and text messages, including transactional, operational, and marketing messages, possibly using automated technology, to the email or phone number you provide to Podium. Message and/or data rates may apply to such messages, and you may opt out at any time. You will keep your contact information up to date and will notify Podium immediately in the event that your contact information changes.
16.5. Referral Programs. Podium may, from time to time, and in its sole discretion, offer referral programs or opportunities to certain Podium clients or users. Such programs or opportunities may include incentives for such clients or users to promote Podium and/or its Services to their family or friends. Participation in such programs or opportunities is completely voluntary and is subject to this Agreement and the Podium Referral Program Terms (“Referral Program Terms”). Podium may modify, discontinue, or terminate any referral program or similar opportunity at any time, without notice.
16.6. Subcontractors. Podium may use subcontractors and permit them to exercise the rights granted to Podium in order to provide the Services and related services under this Agreement. Except as otherwise set forth in the DPA, Podium will not be required to obtain Client’s consent or provide notice of such subcontracting or delegation. To avoid any doubt, Podium remains responsible for the performance of its obligations or the exercise of its rights under this Agreement regardless of any subcontracting or delegation.
16.7. Subpoenas. Nothing in this Agreement prevents Podium from disclosing Client Data to the extent required by law, subpoenas, or court orders, but Podium will use commercially reasonable efforts to notify Client where permitted to do so.
16.8. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
16.9. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
16.10. Amendments; Waivers. Podium may update or modify these Terms (including the Additional Terms and any referenced policies and other documents) from time to time by giving reasonable notice and posting a revised version on the Website or Services or by notification via the email associated with your account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Subscription Term. Immaterial modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, will constitute acceptance of the updated Terms. If Client does not agree to the updated Terms, Client will no longer have the right to use the Services, except where applicable Law requires different treatment. Except as otherwise described in this Section 16.10, any modification, supplementation, replacement, novation or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights or delay in exercising any right under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
16.11. Headings. The headings used in this Agreement are for ease of reference only. They are not intended as a complete restatement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.
16.12. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.
16.13. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Client acknowledges that each Subscription only permits use by and for the legal entity or entities identified in the Subscription Documentation and not any affiliates. Furthermore, Client’s affiliates are not permitted to use the Services under these Terms unless an affiliate agrees to these Terms individually and creates its own account.
16.14. Attorneys’ Fees and Costs. The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.
16.15. Entire Agreement. This Agreement, including these Terms and any applicable Subscription Documentation, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Podium Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. Any terms provided by Client (including as part of any purchase order or other business form used by Client) are for administrative purposes only and have no legal effect.
16.16. Counterparts; Electronic Transmission. This Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery will be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.
16.17. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
16.17.1. Australia Clients. If you are a Podium client located in Australia, this Agreement is governed by the laws of Victoria, Australia. To the extent permitted by law, the courts of Victoria, Australia, will be the exclusive jurisdiction for disputes arising out of or in connection with this Agreement.
16.18. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
16.19. Notice Regarding Apple. This Section 16.19 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Podium only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (a) product liability claims; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Effective May 13, 2023
Effective May 31st 2023 to June 21st 2023
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Table of Contents
Podium Terms of Service
Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (individually and collectively, the “Website”), is owned and operated by Podium Corporation, Inc. (“Podium,” “we,” “us,” or “our”). By using, installing, or accessing the Website or Services (as defined below), by signing or clicking to accept these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to be bound by the following terms and conditions (together, these “Terms”, or this “Agreement”).
If you are using a Podium Service on behalf of a company, organization, or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee, agent, or other authorized representative with all necessary authority to bind that entity to this Agreement.
This Agreement includes and hereby incorporates by reference any Subscription Documentation executed between you and Podium, as well as any policies or exhibits linked to or referenced herein. If you have entered into a separate written agreement with Podium concerning specific Services, the terms of such agreement control if there is any conflict between the terms of such agreement and these Terms. Please note that we may modify this Agreement as described in Section 16.10 below.
1. DEFINITIONS.
1.1. “Business Associate Agreement” (hereinafter “BAA”) means a written agreement between a Covered Entity and a Business Associate (as those terms are defined under HIPAA) containing the elements specified at 45 CFR 164.504(e).
1.2. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
1.3. “HIPAA” means the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160 and 162, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160, all as may be amended from time to time.
1.4. "Law(s)” means all applicable local, state, federal, and international laws, rules, and regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, Canada’s Anti-Spam Legislation (“CASL”), the Australian Consumer Law, the AU Privacy Act 1988 (Cth), and the AU Spam Act 2023 (Cth)
1.5. “Protected Health Information” (hereinafter “PHI”) has the same meaning as that term is defined in HIPAA.
1.6. “Territory” means the United States, Canada, and Australia, unless otherwise expressly set forth in Client’s Subscription Documentation.
Other terms are defined in other Sections of this Agreement.
2. SERVICES.
2.1. Services. Podium provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “Phones” (formerly Voice), and “Bulk Messages” (formerly Campaigns), payment processing and related services (“Payments”), certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time (together with the Website, the “Service(s)”). Client will, from time to time, enter into a proposal, quote, services/purchase agreement, order form, statement of work, or otherwise click to accept or agree to an online registration form ("Subscription Documentation"), which references this Agreement and details the Services ordered from Podium and, if applicable, the usage limits or other scope of use descriptions for the Services (including without limitation any usage or volume limits, numerical limits on Authorized Users, and descriptions of product feature levels) (“Scope of Use”). Client may be provided the option to purchase certain Services as part of a package or bundle offer (each, a “Bundle”), as detailed in the applicable Subscription Documentation. The Services included in Podium’s standard Bundles are currently specified here (for Services and pricing available in Australia, please contact us here). Podium has no obligation to provide any services or perform any tasks not specifically set forth in this Agreement, including any applicable Subscription Documentation.
2.2. Alteration of Subscription Documentation. Any amendments or modifications to any existing Subscription Documentation must be agreed to in writing by the parties. Podium has no obligation to perform any Services under any amended Subscription Documentation until the parties have agreed to the effect of such changes on the applicable Fees.
2.3. Modification of the Services. Podium reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), or to alter the offering of the Services (including by adding, limiting, or discontinuing certain Bundles) temporarily or permanently. Podium also reserves the right to replace certain Services and Bundles with functionally equivalent Services or Bundles, at its sole discretion. In the event Podium makes any modification or alteration to the Services or the offering thereof that has a material adverse effect on the functionality of the Services ordered under your Subscription Documentation, Client may terminate this Agreement and receive a pro-rated refund of pre-paid, unused Fees for the remainder of Client’s Subscription Term (as defined below).
2.4. Additional Terms. Client’s subscription to or use of certain Services or features of the Services may be subject to additional terms, policies, rules, or guidelines that we may post on or link to from these Terms or the Services (the “Additional Terms”). To the extent applicable, all Additional Terms are incorporated by this reference into, and made a part of, these Terms. If Client purchases or otherwise uses any of the following Services, Client’s use is subject to and Client accepts the applicable Additional Terms, as set forth below.
2.4.1. Podium Payments. If Client uses Podium Payments, Client agrees to be bound by the Podium Payments Service Terms.
2.4.2. Podium Phones. If Client uses Podium Phones, Client agrees to be bound by the Podium Phones Service Terms.
2.4.3. Podium Marketplace. If Client uses the Podium Marketplace, Client agrees to be bound by the Podium Marketplace Terms of Use.
2.4.4. Podium API. If Client uses the Podium API, Client agrees to be bound by the applicable terms of the Podium API Terms of Use.
2.4.5. Podium Developer Platform. If Client uses the Podium Developer Platform, Client agrees to be bound by the Podium Developer Terms.
3. USE RIGHTS; RESTRICTIONS.
3.1. Use of Services. Subject to all terms of this Agreement, including any Additional Terms, Podium grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory (to the extent available in the Territory) to: (a) install and use an object code copy of any mobile application associated with the Services; and (b) access and use the Services, designated on Client’s Subscription Documentation solely for Client’s internal business purposes, but only in accordance with this Agreement, Podium’s Acceptable Use Policy (“Acceptable Use Policy”), the applicable Subscription Documentation, and all applicable Scope of Use descriptions. Podium makes no representation that the Services are appropriate or available for use in locations outside the Territory (or that all products or features of the Services are available throughout the Territory). Furthermore, accessing the Services from territories where their content or use is illegal, is prohibited under this Agreement. If Client attempts to access or use the Services outside of the Territory, Client does so at its own initiative and is responsible for compliance with all Laws and any costs associated with access or use outside the Territory. You may not use or export the Services in violation of U.S. export laws and regulations.
3.2. Account Registration. Client must register for a Podium account in order to access or receive the Services. Account information must be accurate, current, and complete. Client agrees to keep its account information up to date so that Podium may send notices, statements, and other information by email or through Client’s account. Client is solely responsible for all use of its Services account(s). Podium will not be liable for any loss or damage arising from unauthorized use of Client’s account(s) not directly caused by Podium's actions or omissions.
3.3. Eligibility and Use by Others. By agreeing to these Terms, Client warrants that it and its employees, agents, contractors, and any other users (including but not limited to Developer Partners or Third-Party Providers) whom Client has authorized to access the Services on its behalf (“Authorized Users”): (a) are over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all Laws when using the Services. Client may permit its Authorized Users to use the Services provided their use is for Client’s benefit only and remains in compliance with this Agreement. Authorized Users are and will be subject to the applicable terms and conditions of this Agreement, which may be communicated by posting to the Website or on a click-through basis to Authorized Users upon access to the Services and/or Website.
3.4. Responsibility for Authorized Users. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with this Agreement. Client will be solely responsible for authorizing and creating user IDs, passwords, and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Provided, however, Podium may, in its sole discretion, suspend any Authorized User’s access to the Services, as set forth in Section 8.2 below. Client is solely responsible for ensuring that any user IDs, passwords, and other access credentials (such as API tokens) for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, Client is solely responsible for complying, and ensuring its Authorized Users comply, with all Laws applicable to Client. Client will be solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions.
3.5. Use by Customers. Any person that is a client, customer, or patient of Client, or that is a potential client, customer, or patient of Client (“Customer(s)”) who accesses and/or uses the Services, including via Client’s account or website, is subject to the Acceptable Use Policy and such other terms as may be provided by Podium from time to time, which includes Podium’s right to remove or disable access to any Customer or content or resource that violates the Acceptable Use Policy.
3.6. General Restrictions. Client must not (and must not allow any third party to): (a) rent, lease, copy, transfer, sublicense, or provide access to the Podium Technology (as defined below) to a third party (except Authorized Users as specifically authorized above); (b) incorporate the Podium Technology (or any portion thereof) into, or use it with or to provide, any site, product, or service, except as otherwise expressly authorized by Podium in writing; (c) use the Podium Technology (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (d) publicly disseminate information regarding the performance of the Podium Technology (which is deemed Podium’s Confidential Information); (e) modify or create a derivative work of the Podium Technology or any portion thereof or access the services with the intent to copy or create a competitive or derivate product/service; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Podium Technology or Services, except to the extent expressly permitted by applicable Law and then only upon advance notice to Podium; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the Podium Technology other than as specifically permitted above; (i) use the Services in violation of the Acceptable Use Policy; or (j) remove or obscure any proprietary or other notices contained in the Podium Technology including in any reports or output obtained from the Podium Technology.
3.7. Beta Releases and Free Access Subscriptions. Subject to Client’s compliance with the terms of this Agreement, Podium may provide Client with certain Services for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta”, or other early stage Services, integrations, or features (“Beta Release(s)”) for the Subscription Term set forth in the applicable Subscription Documentation (if applicable). This Section 3.7 and any relevant Additional Terms will apply to any Free Access Subscription or Beta Release (even if a Beta Release is provided for a fee or counts towards Client’s Scope of Use allocations) and supersedes any contrary provision in this Agreement. For the avoidance of doubt, Section 6 (Availability of Services; Support) will not apply to any Free Access Subscription or Beta Release; though Podium may use good faith efforts, in its discretion, to assist Client with Free Access Subscriptions or Beta Releases. Without limiting the other disclaimers and limitations in this Agreement, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT FREE ACCESS SUBSCRIPTIONS AND BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH PODIUM WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS AT CLIENT’S SOLE RISK. You may choose to use Free Access Subscriptions and Beta Releases at your sole discretion. Podium makes no guarantees or promises with respect to the continued availability of any Free Access Subscriptions or Beta Releases or that future versions of a Free Access Subscription or Beta Release will be released or will be available under the same commercial or other terms. Podium may discontinue Free Access Subscriptions or Beta Releases at any time, in our sole discretion, and decide not to make them generally available. Notwithstanding anything to the contrary herein, Podium may terminate Client’s right to use any Free Access Subscription or Beta Release at any time and with reasonable notice for any reason or no reason in Podium’s sole discretion, without liability.
4. CLIENT DATA.
4.1. Rights in Client Data. As between the parties, Client retains all right, title, and interest (including any intellectual property rights) in and to any text, images, or other content and data that Client selects or submits for use or incorporation with the Services (including without limitation, chat and message logs, Customer Data, PHI, or any Third-Party Content) (“Client Data”). To the extent Client is a Covered Entity or a Business Associate, as those terms are defined in HIPAA, "Client Data" also includes PHI. “Customer Data” means data related to the identity, characteristics, and activities of Customers, collected or submitted to the Services by Client or captured by the Services. “Third-Party Content” means content, data, or other materials that Client provides to the Podium Services from its third-party data providers, including through Third-Party Products (as defined below) used by Client. Client hereby grants Podium a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Client Data as necessary to provide the Services and related services to Client and as otherwise provided herein and in Podium's Privacy Policy (the "Privacy Policy"), and hereby instructs Podium to do the same. Client further instructs Podium to use and disclose Customer Data as necessary to provide the Services consistent with this Agreement and as otherwise set forth in the Privacy Policy.
4.2. Aggregate/Anonymous Data. Client agrees that Podium will have the right to generate usage data from Client use of the Services and may aggregate anonymized Client Data (“Aggregate/Anonymous Data”). Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is Podium Technology, which Podium may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Podium’s products and services and to create and distribute reports and other materials). Podium will not distribute Aggregate/Anonymous Data in a manner that personally identifies Client or its Customers, or that would otherwise violate applicable Laws. If Client and Podium have entered into a BAA, Podium will use the Aggregate/Anonymous Data only in conformity with the terms of such agreement.
4.3. Monitoring. Client understands and agrees that Podium may monitor and analyze Client Data or Customer Data (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Website or Services; to improve Client’s experience using the Website or Services; to customize and communicate informational or product offerings and promotions to Client; to ensure compliance with the Acceptable Use Policy (including taking corrective action permitted therein); and/or to make the Website or Services more helpful or useful to Client and other users. Client also understands that any third-party platform(s) or Third-Party Provider(s) Client elects to use or access in conjunction with the Services may also monitor and analyze the Client Data and/or Customer Data Client uses or accesses in connection with such third-party platforms, to customize and communicate information or product offerings and promotions to Client; to ensure compliance with applicable terms of use; and to make such third-party platform(s) more helpful or useful to Client and other users.
4.4. Security. Podium agrees to maintain physical, technical, and organizational measures designed, in its discretion, to secure its systems from unauthorized access, use, or disclosure. If Client is a Covered Entity or Business Associate, as defined in HIPAA, Podium and Client agree to the terms of Podium’s BAA (currently available at https://legal.podium.com/#BAA), which may be amended from time to time, and to secure and utilize PHI in accordance with the BAA. Podium takes no responsibility and assumes no liability for any Client Data other than its express security obligations in this Section 4.4.
4.5. Storage. Podium does not provide an archiving service. During the Subscription Term, Client acknowledges that Podium may delete Client Data no longer in active use. Additionally, Client understands and agrees that following termination, Podium may delete all Client Data in its possession. Except for requirements that are included in any BAA entered into between Podium and Client, Podium expressly disclaims all other obligations with respect to storage.
4.6. Privacy and Data Processing. The Privacy Policy describes how we handle the information you provide to us or we otherwise collect when you and your Customers use the Services. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including, as applicable, the transfer of this information to the United States and other countries for storage, processing, and use by Podium and its affiliates. Additionally, to the extent applicable, the parties agree that Podium’s Data Processing Addendum (“Data Processing Addendum” or “DPA”) (currently available at https://legal.podium.com/#dpa), governs in the event Podium Processes any Covered Data as Client’s Processor or Service Provider (as those terms are defined in the DPA) in connection with this Agreement.
5. CLIENT OBLIGATIONS.
5.1. Warranty. Client warrants and represents that it will use the Services in full compliance with all Laws and terms of this Agreement, including the Acceptable Use Policy, and that it will not use the Services in a manner that would cause Podium to violate any obligation with respect to any such Laws. Client also warrants and represents that: (a) Client has sole ownership of any Client Data it provides to Podium, or otherwise has legal rights to provide such Client Data, and Client Data will not violate third-party rights, including intellectual property, privacy, and publicity rights; (b) Podium’s possession and/or use of the Client Data on Client’s behalf in connection with the Services, as contemplated hereunder, will not violate any contract, statute, regulation, or other third-party rights; (c) any Client Data Client and/or Client’s authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, and will only concern Client or the goods and/or services that Client provides; (d) Client is authorized to provide Podium with any Customer, Client, or Authorized User information it provides in connection with the Services, including any personally identifying information; and (e) Client and/or Client’s Authorized User(s) will only use the Services for interaction with actual Customers. If Client receives any take-down requests or infringement notices related to Client Data or its use of Third-Party Products, it will promptly stop using these items with the Services and notify Podium immediately. Additionally, if an integration is included in the Services Client orders, Client grants Podium the right to access Client’s Data or Client’s CRM system directly or through a third-party service for the purposes of fulfilling Podium’s obligations under this Agreement, and Client warrants that Client is not restricted by law or applicable agreement from granting Podium such right.
5.2. Customer Consent; Intended Use of the Services. Client understands and agrees that the Services are intended to allow Client to communicate electronically only with Client’s own current Customers who have consented to the receipt of such communications and are provided with all necessary notices in accordance with applicable Laws. Accordingly, Client will for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing the Services; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use the Services to make or send communication only in compliance with all Laws, the terms of this Agreement (including the Acceptable Use Policy) and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client also understands and agrees that the Services are intended primarily to be used for transactional and/or informational communications. If Client uses the Services to make or send any written electronic communication (including but not limited text messages) that includes advertisements, marketing, telemarketing, or promotional messaging, as such are defined in applicable Laws (hereinafter, collectively “Marketing”), Client must, in each instance, clearly designate such message(s) as “Marketing” within the Service prior to sending. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated this Section 5.
6. AVAILABILITY OF SERVICES; SUPPORT.
6.1. Availability. Subject to the terms of this Agreement and any scheduled maintenance and unavailability caused by: (a) actions or omissions of Client; (b) failures, errors, or defects in the facilities, hardware, software, or network of Client; or (c) circumstances that constitute a force majeure event or that are beyond Podium’s reasonable control, the Services will be available for access via the Website 99.0% of the time during of the applicable Subscription Term. Client’s sole remedy and Podium’s sole liability for failure to meet the aforementioned availability will be support in accordance with Section 6.2.
6.2. Support. Podium makes available web-based support through the Website. Additional support services may be available to Client subject to payment of applicable fees (if any), as specified in any applicable Subscription Documentation. Any support services are subject to this Agreement and Podium’s applicable support policies, if any. Client is primarily responsible for its own account setup and onboarding. Podium may also provide onboarding, deployment, and other services under this Agreement, including via Third-Party Providers or subcontractors. If applicable, the scope, pricing, and other terms for these additional services will be set forth in the applicable Subscription Documentation. Podium’s ability to deliver the Services will depend on Client’s reasonable and timely cooperation and the accuracy and completeness of any information from Client needed to deliver the Services.
7. FEES AND PAYMENT.
7.1. Fees. Unless otherwise specified on Client's Subscription Documentation, the Services are provided on an ongoing, per license subscription-basis, including automatically recurring payments for periodic charges, according to the terms and conditions of the Subscription Documentation (“Subscription”). Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Additional Terms (collectively, the “Fees”). Except as otherwise specified in the applicable Subscription Documentation, unless Client terminates a Free Access Subscription prior to the lapse of the Free Access Subscription Term, such Services will convert to a paid Subscription and Client agrees to pay Podium the applicable Subscription Fees according to the terms of this Agreement. Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
7.2. Payment of Fees. Unless otherwise specified in the applicable Subscription Documentation, all Subscription Fees will be paid annually in advance (though overage fees, if any, may be charged in arrears), and all references to currency set forth herein will mean U.S. dollars, with all payments hereunder to be made in U.S. dollars. Subscription Fees are non-refundable and non-creditable, except as expressly set forth in Sections 2.3 (Modification of the Services) and 8.3 (Termination for Cause). If the payment method selected on Client's Subscription Documentation is credit card, ACH, or direct debit, Client acknowledges and authorizes Podium to charge Fees and other amounts automatically, on an auto-renew basis on your Subscription Start Date (as defined below) for each subsequent Subscription Term. For the avoidance of doubt, all additional Subscription Fees for additional Services accessed by Client will be billed when the Service is first accessed by Client and automatically, on an auto-renew basis on Client’s existing Subscription Start Date. Podium may from time to time provide notice to Client regarding any Renewal Term(s) and the auto-renew processes. The Subscription will continue unless and until you or Podium terminate your Subscription in accordance with Section 8. You must cancel your Subscription before it renews in order to avoid billing the next periodic Subscription Fees to your account. If Client elects to pay by credit card, then you are responsible for both (a) enabling auto-recharge on your account and (b) ensuring that your account has a sufficient positive balance to cover all Fees when due. Should Podium be unable to process/receive the Fees when due and owing, payment shall be considered overdue. Podium will have the right to charge interest on all overdue amounts equal to the maximum amounts allowed by applicable Law. Additionally, after payment becomes overdue, Podium will have the right to immediately suspend Client’s access to the Services and/or seek to enforce Client’s payment obligations, including through the use of third-party services. If Podium sends Client’s account for collection and/or initiates legal action to collect overdue amounts, Client will be liable for all cost and expenses of such action, including reasonable legal or attorney's fees, court costs, and expenses.
7.3. Taxes. Podium’s Fees are exclusive of all taxes, regulatory fees, or levies and Client must pay any applicable taxes regulatory fees, or levies (which for clients located in Australia, includes any applicable goods and services taxes as set out in a New Tax System (Goods and Services Tax) Act 1999 (Cth)), whether domestic or foreign, other than taxes based on the income of Podium. Client will make tax and regulatory fee payments to Podium to the extent amounts are included on Podium’s invoices.
7.4. Fee Increase. Podium reserves the right to determine the applicable Fees for any Service(s). While Podium will make reasonable efforts to keep the information relating to Fees published on its Website up to date, you should check the Website periodically for information about current Fees. If any Fees are specified on your Subscription Documentation, Podium may increase Fees applicable to you upon forty-five (45) days’ prior written notice, effective on the start date of your subsequent Subscription Term (if Client has not elected to opt out of the automatic renewal or renegotiate the Fees). Additionally, notwithstanding the foregoing, Podium may adjust the Payments Services Fees as set forth in the Payments Service Terms. Podium may also, from time to time and in its sole discretion, make promotional offers or different Fees available to its clients or other users. Such promotional offers will not apply to you or this Agreement unless specified in writing in your Subscription Documentation.
8. TERM AND TERMINATION.
8.1. Term. This Agreement is effective until the applicable Subscription Term for the Services has expired or the Subscription is terminated as expressly permitted herein. Unless otherwise stated in Client’s Subscription Documentation, the initial term for any Subscription to the Services is twelve (12) months and will automatically renew for subsequent periods of equal duration (the “Subscription Term”), unless either party gives written notice of non-renewal at least one (1) month before the end of the then-current Subscription Term. Client may give notice of non-renewal by sending an email to support@podium.com. If no Subscription start date is specified on the applicable Subscription Documentation, the Subscription starts when Client first obtains access to the Services (“Subscription Start Date”). By agreeing to any Subscription Documentation, Client is agreeing to pay applicable fees for the entire Subscription Term. Client cannot cancel or terminate a Subscription Term except as expressly permitted by this Section 8.1 (Term) or Section 8.3 (Termination for Cause). Unless Client’s Subscription Documentation expressly states otherwise, any additional Services purchased during Client’s Subscription Term will be coterminous with Client’s most recent Podium platform Subscription Term.
8.2. Suspension of Services. Podium may suspend Client’s (or any Authorized User’s, as applicable) access to the Services if: (a) Client’s account is overdue, or (b) Client has exceeded its Scope of Use limits. Podium may also suspend Client’s (or any Authorized User’s, as applicable) access to the Services, remove Client Data, or disable Third-Party Products if it determines that: (i) Client has breached Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations); or (ii) suspension is necessary to prevent harm or liability to other clients of Podium or third parties or to preserve the security, stability, availability, or integrity of the Services. Podium will have no liability for taking action as permitted above. For avoidance of doubt, Client will remain responsible for payment of Fees during any suspension period. Unless this Agreement has been terminated, Podium will cooperate with Client to restore access to the Services once it verifies that Client has resolved the condition requiring suspension.
8.3. Termination for Cause. Either party may terminate this Agreement, including any related Subscription Documentation, if the other party: (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). If Client terminates during the Subscription Term for any reason other than the foregoing, Client will be responsible for the Fees due for the entire Subscription Term. Podium may also terminate this Agreement or any related Subscription Documentation immediately if Client breaches Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations), for repeated violations of other Sections of this Agreement, or if applicable, a breach of the parties’ BAA.
8.4. Effect of Termination. Upon any expiration or termination of this Agreement or any Subscription Documentation: (a) Client’s license rights will terminate and it must immediately cease use of the Services (including any related Podium Technology) and delete (or, at Podium’s request, return) any and all copies of any Podium documentation, scripts, passwords or access codes, and any other Podium Confidential Information in Client’s possession, custody, or control; and (b) Client’s right to access any Client Data in the applicable Services will cease, and unless otherwise precluded by a BAA or other obligation under applicable Law, Podium may delete any such data in its possession at any time. If Podium terminates this Agreement for cause as provided in Section 8.3 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Client. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
8.5. Survival. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions); 3 (Use Rights; Restrictions); 4 (Client Data); 7 (Fees and Payment); 8 (Term and Termination); 9 (Confidential Information); 10 (Podium Technology); 11 (Third-Party Providers and Third-Party Products); 12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); 15 (Dispute Resolution); and 16 (General).
9. CONFIDENTIAL INFORMATION.
9.1. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, subcontractors, or Authorized Users having a legitimate need to know (which, for Podium, includes the subcontractors referenced in Section 16.6), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 9 and these recipients are bound to confidentiality obligations no less protective than this Section.
9.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law, subpoenas, or court orders, provided it uses commercially reasonable efforts to notify the other party (where permitted to do so) and cooperates in any effort by the other party to obtain confidential treatment for the information.
9.3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
10. PODIUM TECHNOLOGY.
10.1. Ownership and Updates. By accepting this Agreement, Client acknowledges that it is obtaining only a limited right to use the Services and irrespective of any use of the words “purchase”, “sale”, or similar terms, no ownership rights are transferred to Client under this Agreement and, except as expressly permitted by such limited right, Client may not make any use of Podium Technology. Client agrees that Podium (or its suppliers) exclusively retains all rights, title, and interest (including all intellectual property rights) in and to all Services, products, any and all related documentation, software, technology, code, know-how, logos, trademarks, service marks, and templates (including in any reports or output obtained from the Services), anything delivered as part of support, materials or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Feedback (as defined below) provided by Podium (collectively, "Podium Technology") (which is deemed Podium’s Confidential Information) and reserves any licenses not specifically granted herein. Furthermore, Podium exclusively owns and reserves all right, title, and interest in and to Podium’s Confidential Information and any data, in anonymized or aggregated form that does not identify you, any end users, or any natural person, generated or derived from the use or operation of the Services, including volumes, frequencies, bounce rates, and performance results for the Services. The Services are offered as an online, hosted product. Accordingly, Client acknowledges and agrees that it has no right to obtain a copy of the software behind any Services and that Podium at its option may make updates, bug fixes, modifications, or improvements to the Services from time-to-time.
10.2. Feedback. If Client elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, “Feedback”), Client hereby grants Podium a worldwide, perpetual, non-revocable, sublicensable, royalty-free right, and license to use, copy, disclose, license, distribute, and exploit any such Feedback in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
11. THIRD-PARTY PROVIDERS AND THIRD-PARTY PRODUCTS.
Podium may, from time to time, contract with a third party to facilitate certain features of the Services, including as described in Section 16.6 of this Agreement. Podium may also allow or facilitate Client to make arrangements with other third-party providers that provide products or services in connection with, but which are not included in, the Services as defined in this Agreement (“Third-Party Provider(s)”). If Client elects to use any Third-Party Provider(s) or any applications, integrations, add-ons, software, code, online services, systems, and other products that are not Podium Technology (“Third-Party Products”) in connection with the Services, such Third-Party Provider(s) or Third-Party Products may make Third-Party Content available to Client and may access Client’s instance of the Services, including Client Data. Client agrees and acknowledges that use of such Third-Party Provider(s) or Third-Party Products may require Client to enter into separate terms and conditions with such third-party. Unless Podium expressly agrees otherwise in a signed writing, Podium (a) is not a party to any such terms; (b) will not be liable thereunder; (c) does not warrant or support Third-Party Providers, Third-Party Products; or Third-Party Content; and (d) disclaims all responsibility and liability for Third-Party Providers and their access to the Services, including their modification, deletion, disclosure, or collection of Client Data. Podium is not responsible in any way for Client Data once it is transmitted, copied, or removed from the Services. Unless Podium expressly states otherwise in signed writing, Third-Party Providers are not “subcontractors'' under this Agreement, and Podium disclaims all responsibility and liability for the actions or omissions of any Third-Party Providers, including but not limited to Developers.
12. INDEMNIFICATION.
12.1. Indemnification by Client. Client will indemnify and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) your unauthorized use of, or misuse of, the Services, including but not limited to the Podium Marketplace and Podium API, as applicable; (b) your violation of, or any claim that you have violated, any applicable Law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party (including but not limited to your Customers, any Developer Partners, and any Third-Party Providers); (d) any demand, dispute, or issue (including without limitation fee disputes) between you and any Payment Service Provider(s) (as defined in the applicable Additional Terms); (e) any Client Data; (f) Podium’s use, as contemplated in this Agreement, of any information provided to Podium by you or your Customers; (g) breach or alleged breach of this Agreement, including Client’s warranties and obligations; or (h) if applicable, any breach or alleged breach of Client’s obligations contained in the BAA. Client also agrees to defend the Podium Entities against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event Podium assumes exclusive defense of such claims, Client agrees to cooperate with our defense of any such claims. Client may not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12.2. Indemnification by Podium. Podium will indemnify and hold Client harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to (a) Podium’s gross negligence or willful misconduct; or (b) Podium’s infringement, misappropriation, or violation of a third party’s intellectual property rights. Podium also agrees to defend Client against these claims at Client’s request, but Client may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. Podium must not settle any claim without Client’s prior written consent if the settlement does not fully release Client from liability or would require Client to admit fault, pay any amounts, or take or refrain from taking any action.
12.3. Exclusions to Podium’s Indemnification. Podium will not be required to indemnify Client in the event of: (a) modification of the Services by Client, its Authorized Users, Developer Partners, Third-Party Providers, affiliates, employees, or contractors in conflict with Client’s obligations or as a result of any prohibited activity under this Agreement, (b) use of the Services in a manner inconsistent with this Agreement, the Acceptable Use Policy, the Additional Terms, the Subscription Documentation, or any other agreement related to this Agreement, or (c) use of the Services in combination with any other application, product, or service not provided by Podium if such claim would not have occurred without such combination.
13. DISCLAIMERS.
13.1. EXCEPT AS PROVIDED EXPRESSLY HEREIN, ALL PODIUM TECHNOLOGY AND RELATED SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH THE PODIUM TECHNOLOGY ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM TECHNOLOGY WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM TECHNOLOGY WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, AND PODIUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY PROVIDERS, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON PODIUM TECHNOLOGY OR PODIUM’S RELATED SERVICES (INCLUDING CHANGES TO CLIENT PROPERTIES). THE DISCLAIMERS IN THIS SECTION 13 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
13.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS CLIENT(S) DO NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
13.3. For Clients Located in Australia Only. Neither this Section 13 (Disclaimers) nor Section 14 (Limitations of Liability) below excludes, restricts, or modifies the application of any provision of the Australian Consumer Law (ACL) (whether applicable as a law of the Commonwealth, or any state or territory of Australia), the exercise of any right to remedy conferred by the ACL, or the liability of Podium for a failure to comply with any applicable consumer guarantees where to do so would contravene the ACL or cause any part of these sections to be void.
14. LIMITATIONS OF LIABILITY.
14.1. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL PODIUM OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PODIUM’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CLIENT TO PODIUM FOR THE APPLICABLE SERVICE(S) OR RELATED SERVICE(S) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, PODIUM’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 14 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 14 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY PODIUM TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14.2. FOR CLIENTS LOCATED IN AUSTRALIA ONLY. TO THE EXTENT THAT LIABILITY CANNOT BE EXCLUDED UNDER THIS SECTION 14, AND WHERE THE ACL APPLIES, PODIUM’S LIABILITY IS LIMITED AT THE OPTION OF PODIUM TO (A) IN THE CASE OF ANY PRODUCT, ANY ONE OR MORE OF THE FOLLOWING (i) THE REPLACEMENT OF THE PRODUCT OR THE SUPPLY OF EQUIVALENT PRODUCT, (ii) THE REPAIR OF THE PRODUCT, (iii) THE PAYMENT OF THE COST OF REPLACING THE PRODUCT OR OF ACQUIRING EQUIVALENT PRODUCT, OR (iv) THE PAYMENT OF THE COST OF HAVING THE PRODUCT REQUIRED, IF APPLICABLE; AND (B) IN THE CASE OF ANY PODIUM TECHNOLOGY OR SERVICES OR RELATED SERVICES PERFORMED BY PODIUM: (i) THE SUPPLY OF THOSE SERVICES AGAIN, OR (ii) THE PAYMENT OF THE COST OF HAVING THOSE SERVICES APPLIED AGAIN.
15. DISPUTE RESOLUTION.
If a dispute arises between the parties related to this Agreement or the Services provided therefrom, and the dispute cannot be settled through informal negotiations, the parties agree to resolve their dispute (referred to herein as “Claim(s)”) as follows:
15.1. Mediation. The parties agree to participate in mediation to settle their Claims in accordance with the rules and procedures found in Utah Code § 78B-10-101 et seq. (Utah Uniform Mediation Act and referred to as “UUMA”) (or for clients located in Australia, the rules and procedures found in the Institute of Arbitrators and Mediators Australia Mediation Rules (“Rules”)) and this Agreement before a party can file a judicial action, whether in a court of law, an administrative body, government agency, or otherwise. If there are any conflicting provisions between UUMA (or for clients located in Australia, the Rules) and this Agreement, the provisions in this Agreement will govern.
15.1.1. Notice. Mediation must be conducted within sixty (60) days from a party receiving written notice of Claims from a complaining party. The notice must contain a detailed description of the nature of the Claims and the requested relief sought.
15.1.2. Mediator Selection and Mediator Fees. A neutral mediator will be selected as mutually agreed upon by the parties. The mediator’s fees and costs will be paid to the mediator at the end of mediation, with both parties equally sharing the mediation costs and paying their own legal fees and costs.
15.1.3. Location. Mediation will occur in Salt Lake City, Utah, unless you are located in Australia, in which case mediation will occur in Melbourne, Victoria, Australia.
15.2. Judicial Action. If the parties are unable to resolve the Claim pursuant to the mandatory mediation referenced above (or if one of the parties refuses to participate in the mandatory mediation or fails to respond to a complaining party’s request for mediation), the parties may subsequently file a judicial action.
15.3. Disputes Not Subject to the Mediation Process. The following claims or actions are not subject to the mandatory mediation provisions of this Section 15:
15.3.1. A request for an order of injunctive relief and any related incidental damages;
15.3.2. A request for an order to prevent the disclosure of or misuse of Confidential Information or trade secrets; and/or
15.3.3. Enforcement of Client’s payment obligations as set forth under Section 7.
16. GENERAL.
16.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign or purport to assign any of its rights or obligations under this Agreement without the advance written consent of the other party (which must not be unreasonably withheld), except that Podium may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.
16.2. Notices. Any notice or communication to Podium under this Agreement must be in writing. Client must send any notices under this Agreement (including breach notices) to Podium Headquarters (include “Attn. Legal Department” in the subject line) or by email to legal@podium.com. Podium may send notices to the e-mail addresses on Client’s account or, at Podium’s option, to Client’s last-known postal address. Podium may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of such notice on Podium’s Website or the Services. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Podium is not responsible for any automatic filtering Client or its network provider may apply to email notifications.
16.3. Publicity. Unless otherwise specified in the applicable Subscription Documentation, Podium may use Client’s name, logo, and marks to identify Client as a Podium Client on Podium’s website and other marketing materials.
16.4. Podium Communication with Client. You agree that Podium may send you emails and text messages, including transactional, operational, and marketing messages, possibly using automated technology, to the email or phone number you provide to Podium. Message and/or data rates may apply to such messages, and you may opt out at any time. You will keep your contact information up to date and will notify Podium immediately in the event that your contact information changes.
16.5. Referral Programs. Podium may, from time to time, and in its sole discretion, offer referral programs or opportunities to certain Podium clients or users. Such programs or opportunities may include incentives for such clients or users to promote Podium and/or its Services to their family or friends. Participation in such programs or opportunities is completely voluntary and is subject to this Agreement and the Podium Referral Program Terms (“Referral Program Terms”). Podium may modify, discontinue, or terminate any referral program or similar opportunity at any time, without notice.
16.6. Subcontractors. Podium may use subcontractors and permit them to exercise the rights granted to Podium in order to provide the Services and related services under this Agreement. Podium will not be required to obtain Client’s consent or provide notice of such subcontracting or delegation. To avoid any doubt, Podium remains responsible for the performance of its obligations or the exercise of its rights under this Agreement regardless of any subcontracting or delegation.
16.7. Subpoenas. Nothing in this Agreement prevents Podium from disclosing Client Data to the extent required by law, subpoenas, or court orders, but Podium will use commercially reasonable efforts to notify Client where permitted to do so.
16.8. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
16.9. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
16.10. Amendments; Waivers. Podium may update or modify these Terms (including the Additional Terms and any referenced policies and other documents) from time to time by giving reasonable notice and posting a revised version on the Website or Services or by notification via the email associated with your account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Subscription Term. Immaterial modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, will constitute acceptance of the updated Terms. If Client does not agree to the updated Terms, Client will no longer have the right to use the Services, except where applicable Law requires different treatment. Except as otherwise described in this Section 16.10, any modification, supplementation, replacement, novation or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights or delay in exercising any right under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
16.11. Headings. The headings used in this Agreement are for ease of reference only. They are not intended as a complete restatement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.
16.12. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.
16.13. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Client acknowledges that each Subscription only permits use by and for the legal entity or entities identified in the Subscription Documentation and not any affiliates. Furthermore, Client’s affiliates are not permitted to use the Services under these Terms unless an affiliate agrees to these Terms individually and creates its own account.
16.14. Attorneys’ Fees and Costs. The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.
16.15. Entire Agreement. This Agreement, including these Terms and any applicable Subscription Documentation, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Podium Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. Any terms provided by Client (including as part of any purchase order or other business form used by Client) are for administrative purposes only and have no legal effect.
16.16. Counterparts; Electronic Transmission. This Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery will be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.
16.17. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
16.17.1. Australia Clients. If you are a Podium client located in Australia, this Agreement is governed by the laws of Victoria, Australia. To the extent permitted by law, the courts of Victoria, Australia, will be the exclusive jurisdiction for disputes arising out of or in connection with this Agreement.
16.18. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
16.19. Notice Regarding Apple. This Section 16.19 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Podium only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (a) product liability claims; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Effective May 13, 2023
Effective May 23rd 2023 to May 31st 2023
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Table of Contents
Podium Terms of Service
Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (individually and collectively, the “Website”), is owned and operated by Podium Corporation, Inc. (“Podium,” “we,” “us,” or “our”). By using, installing, or accessing the Website or Services (as defined below), by signing or clicking to accept these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to be bound by the following terms and conditions (together, these “Terms”, or this “Agreement”).
If you are using a Podium Service on behalf of a company, organization, or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee, agent, or other authorized representative with all necessary authority to bind that entity to this Agreement.
This Agreement includes and hereby incorporates by reference any Subscription Documentation executed between you and Podium, as well as any policies or exhibits linked to or referenced herein. If you have entered into a separate written agreement with Podium concerning specific Services, the terms of such agreement control if there is any conflict between the terms of such agreement and these Terms. Please note that we may modify this Agreement as described in Section 16.10 below.
1. DEFINITIONS.
1.1. “Business Associate Agreement” (hereinafter “BAA”) means a written agreement between a Covered Entity and a Business Associate (as those terms are defined under HIPAA) containing the elements specified at 45 CFR 164.504(e).
1.2. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
1.3. “HIPAA” means the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160 and 162, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160, all as may be amended from time to time.
1.4. "Law(s)” means all applicable local, state, federal, and international laws, rules, and regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, Canada’s Anti-Spam Legislation (“CASL”), the Australian Consumer Law, the AU Privacy Act 1988 (Cth), and the AU Spam Act 2023 (Cth)
1.5. “Protected Health Information” (hereinafter “PHI”) has the same meaning as that term is defined in HIPAA.
1.6. “Territory” means the United States, Canada, and Australia, unless otherwise expressly set forth in Client’s Subscription Documentation.
Other terms are defined in other Sections of this Agreement.
2. SERVICES.
2.1. Services. Podium provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “Phones” (formerly Voice), and “Bulk Messages” (formerly Campaigns), payment processing and related services (“Payments”), certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time (together with the Website, the “Service(s)”). Client will, from time to time, enter into a proposal, quote, services/purchase agreement, order form, statement of work, or otherwise click to accept or agree to an online registration form ("Subscription Documentation"), which references this Agreement and details the Services ordered from Podium and, if applicable, the usage limits or other scope of use descriptions for the Services (including without limitation any usage or volume limits, numerical limits on Authorized Users, and descriptions of product feature levels) (“Scope of Use”). Client may be provided the option to purchase certain Services as part of a package or bundle offer (each, a “Bundle”), as detailed in the applicable Subscription Documentation. The Services included in Podium’s standard Bundles are currently specified here (for Services and pricing available in Australia, please contact us here). Podium has no obligation to provide any services or perform any tasks not specifically set forth in this Agreement, including any applicable Subscription Documentation.
2.2. Alteration of Subscription Documentation. Any amendments or modifications to any existing Subscription Documentation must be agreed to in writing by the parties. Podium has no obligation to perform any Services under any amended Subscription Documentation until the parties have agreed to the effect of such changes on the applicable Fees.
2.3. Modification of the Services. Podium reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), or to alter the offering of the Services (including by adding, limiting, or discontinuing certain Bundles) temporarily or permanently. Podium also reserves the right to replace certain Services and Bundles with functionally equivalent Services or Bundles, at its sole discretion. In the event Podium makes any modification or alteration to the Services or the offering thereof that has a material adverse effect on the functionality of the Services ordered under your Subscription Documentation, Client may terminate this Agreement and receive a pro-rated refund of pre-paid, unused Fees for the remainder of Client’s Subscription Term (as defined below).
2.4. Additional Terms. Client’s subscription to or use of certain Services or features of the Services may be subject to additional terms, policies, rules, or guidelines that we may post on or link to from these Terms or the Services (the “Additional Terms”). To the extent applicable, all Additional Terms are incorporated by this reference into, and made a part of, these Terms. If Client purchases or otherwise uses any of the following Services, Client’s use is subject to and Client accepts the applicable Additional Terms, as set forth below.
2.4.1. Podium Payments. If Client uses Podium Payments, Client agrees to be bound by the Podium Payments Service Terms.
2.4.2. Podium Phones. If Client uses Podium Phones, Client agrees to be bound by the Podium Phones Service Terms.
2.4.3. Podium Marketplace. If Client uses the Podium Marketplace, Client agrees to be bound by the Podium Marketplace Terms of Use.
2.4.4. Podium API. If Client uses the Podium API, Client agrees to be bound by the applicable terms of the Podium API Terms of Use.
2.4.5. Podium Developer Platform. If Client uses the Podium Developer Platform, Client agrees to be bound by the Podium Developer Terms.
3. USE RIGHTS; RESTRICTIONS.
3.1. Use of Services. Subject to all terms of this Agreement, including any Additional Terms, Podium grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory (to the extent available in the Territory) to: (a) install and use an object code copy of any mobile application associated with the Services; and (b) access and use the Services, designated on Client’s Subscription Documentation solely for Client’s internal business purposes, but only in accordance with this Agreement, Podium’s Acceptable Use Policy (“Acceptable Use Policy”), the applicable Subscription Documentation, and all applicable Scope of Use descriptions. Podium makes no representation that the Services are appropriate or available for use in locations outside the Territory (or that all products or features of the Services are available throughout the Territory). Furthermore, accessing the Services from territories where their content or use is illegal, is prohibited under this Agreement. If Client attempts to access or use the Services outside of the Territory, Client does so at its own initiative and is responsible for compliance with all Laws and any costs associated with access or use outside the Territory. You may not use or export the Services in violation of U.S. export laws and regulations.
3.2. Account Registration. Client must register for a Podium account in order to access or receive the Services. Account information must be accurate, current, and complete. Client agrees to keep its account information up to date so that Podium may send notices, statements, and other information by email or through Client’s account. Client is solely responsible for all use of its Services account(s). Podium will not be liable for any loss or damage arising from unauthorized use of Client’s account(s) not directly caused by Podium's actions or omissions.
3.3. Eligibility and Use by Others. By agreeing to these Terms, Client warrants that it and its employees, agents, contractors, and any other users (including but not limited to Developer Partners or Third-Party Providers) whom Client has authorized to access the Services on its behalf (“Authorized Users”): (a) are over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all Laws when using the Services. Client may permit its Authorized Users to use the Services provided their use is for Client’s benefit only and remains in compliance with this Agreement. Authorized Users are and will be subject to the applicable terms and conditions of this Agreement, which may be communicated by posting to the Website or on a click-through basis to Authorized Users upon access to the Services and/or Website.
3.4. Responsibility for Authorized Users. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with this Agreement. Client will be solely responsible for authorizing and creating user IDs, passwords, and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Provided, however, Podium may, in its sole discretion, suspend any Authorized User’s access to the Services, as set forth in Section 8.2 below. Client is solely responsible for ensuring that any user IDs, passwords, and other access credentials (such as API tokens) for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, Client is solely responsible for complying, and ensuring its Authorized Users comply, with all Laws applicable to Client. Client will be solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions.
3.5. Use by Customers. Any person that is a client, customer, or patient of Client, or that is a potential client, customer, or patient of Client (“Customer(s)”) who accesses and/or uses the Services, including via Client’s account or website, is subject to the Acceptable Use Policy and such other terms as may be provided by Podium from time to time, which includes Podium’s right to remove or disable access to any Customer or content or resource that violates the Acceptable Use Policy.
3.6. General Restrictions. Client must not (and must not allow any third party to): (a) rent, lease, copy, transfer, sublicense, or provide access to the Podium Technology (as defined below) to a third party (except Authorized Users as specifically authorized above); (b) incorporate the Podium Technology (or any portion thereof) into, or use it with or to provide, any site, product, or service, except as otherwise expressly authorized by Podium in writing; (c) use the Podium Technology (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (d) publicly disseminate information regarding the performance of the Podium Technology (which is deemed Podium’s Confidential Information); (e) modify or create a derivative work of the Podium Technology or any portion thereof or access the services with the intent to copy or create a competitive or derivate product/service; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Podium Technology or Services, except to the extent expressly permitted by applicable Law and then only upon advance notice to Podium; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the Podium Technology other than as specifically permitted above; (i) use the Services in violation of the Acceptable Use Policy; or (j) remove or obscure any proprietary or other notices contained in the Podium Technology including in any reports or output obtained from the Podium Technology.
3.7. Beta Releases and Free Access Subscriptions. Subject to Client’s compliance with the terms of this Agreement, Podium may provide Client with certain Services for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta”, or other early stage Services, integrations, or features (“Beta Release(s)”) for the Subscription Term set forth in the applicable Subscription Documentation (if applicable). This Section 3.7 and any relevant Additional Terms will apply to any Free Access Subscription or Beta Release (even if a Beta Release is provided for a fee or counts towards Client’s Scope of Use allocations) and supersedes any contrary provision in this Agreement. For the avoidance of doubt, Section 6 (Availability of Services; Support) will not apply to any Free Access Subscription or Beta Release; though Podium may use good faith efforts, in its discretion, to assist Client with Free Access Subscriptions or Beta Releases. Without limiting the other disclaimers and limitations in this Agreement, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT FREE ACCESS SUBSCRIPTIONS AND BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH PODIUM WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS AT CLIENT’S SOLE RISK. You may choose to use Free Access Subscriptions and Beta Releases at your sole discretion. Podium makes no guarantees or promises with respect to the continued availability of any Free Access Subscriptions or Beta Releases or that future versions of a Free Access Subscription or Beta Release will be released or will be available under the same commercial or other terms. Podium may discontinue Free Access Subscriptions or Beta Releases at any time, in our sole discretion, and decide not to make them generally available. Notwithstanding anything to the contrary herein, Podium may terminate Client’s right to use any Free Access Subscription or Beta Release at any time and with reasonable notice for any reason or no reason in Podium’s sole discretion, without liability.
4. CLIENT DATA.
4.1. Rights in Client Data. As between the parties, Client retains all right, title, and interest (including any intellectual property rights) in and to any text, images, or other content and data that Client selects or submits for use or incorporation with the Services (including without limitation, chat and message logs, Customer Data, PHI, or any Third-Party Content) (“Client Data”). To the extent Client is a Covered Entity or a Business Associate, as those terms are defined in HIPAA, "Client Data" also includes PHI. “Customer Data” means data related to the identity, characteristics, and activities of Customers, collected or submitted to the Services by Client or captured by the Services. “Third-Party Content” means content, data, or other materials that Client provides to the Podium Services from its third-party data providers, including through Third-Party Products (as defined below) used by Client. Client hereby grants Podium a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Client Data as necessary to provide the Services and related services to Client and as otherwise provided herein and in Podium's Privacy Policy (the "Privacy Policy"), and hereby instructs Podium to do the same. Client further instructs Podium to use and disclose Customer Data as necessary to provide the Services consistent with this Agreement and as otherwise set forth in the Privacy Policy.
4.2. Aggregate/Anonymous Data. Client agrees that Podium will have the right to generate usage data from Client use of the Services and may aggregate anonymized Client Data (“Aggregate/Anonymous Data”). Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is Podium Technology, which Podium may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Podium’s products and services and to create and distribute reports and other materials). Podium will not distribute Aggregate/Anonymous Data in a manner that personally identifies Client or its Customers, or that would otherwise violate applicable Laws. If Client and Podium have entered into a BAA, Podium will use the Aggregate/Anonymous Data only in conformity with the terms of such agreement.
4.3. Monitoring. Client understands and agrees that Podium may monitor and analyze Client Data or Customer Data (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Website or Services; to improve Client’s experience using the Website or Services; to customize and communicate informational or product offerings and promotions to Client; to ensure compliance with the Acceptable Use Policy (including taking corrective action permitted therein); and/or to make the Website or Services more helpful or useful to Client and other users. Client also understands that any third-party platform(s) or Third-Party Provider(s) Client elects to use or access in conjunction with the Services may also monitor and analyze the Client Data and/or Customer Data Client uses or accesses in connection with such third-party platforms, to customize and communicate information or product offerings and promotions to Client; to ensure compliance with applicable terms of use; and to make such third-party platform(s) more helpful or useful to Client and other users.
4.4. Security. Podium agrees to maintain physical, technical, and organizational measures designed, in its discretion, to secure its systems from unauthorized access, use, or disclosure. If Client is a Covered Entity or Business Associate, as defined in HIPAA, Podium and Client agree to the terms of Podium’s BAA (currently available at https://legal.podium.com/#BAA), which may be amended from time to time, and to secure and utilize PHI in accordance with the BAA. Podium takes no responsibility and assumes no liability for any Client Data other than its express security obligations in this Section 4.4.
4.5. Storage. Podium does not provide an archiving service. During the Subscription Term, Client acknowledges that Podium may delete Client Data no longer in active use. Additionally, Client understands and agrees that following termination, Podium may delete all Client Data in its possession. Except for requirements that are included in any BAA entered into between Podium and Client, Podium expressly disclaims all other obligations with respect to storage.
4.6. Privacy and Data Processing. The Privacy Policy describes how we handle the information you provide to us or we otherwise collect when you and your Customers use the Services. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including, as applicable, the transfer of this information to the United States and other countries for storage, processing, and use by Podium and its affiliates. Additionally, to the extent applicable, the parties agree that Podium’s Data Processing Addendum (“Data Processing Addendum” or “DPA”) (currently available at https://legal.podium.com/#dpa), governs in the event Podium Processes any Covered Data as Client’s Processor or Service Provider (as those terms are defined in the DPA) in connection with this Agreement.
5. CLIENT OBLIGATIONS.
5.1. Warranty. Client warrants and represents that it will use the Services in full compliance with all Laws and terms of this Agreement, including the Acceptable Use Policy, and that it will not use the Services in a manner that would cause Podium to violate any obligation with respect to any such Laws. Client also warrants and represents that: (a) Client has sole ownership of any Client Data it provides to Podium, or otherwise has legal rights to provide such Client Data, and Client Data will not violate third-party rights, including intellectual property, privacy, and publicity rights; (b) Podium’s possession and/or use of the Client Data on Client’s behalf in connection with the Services, as contemplated hereunder, will not violate any contract, statute, regulation, or other third-party rights; (c) any Client Data Client and/or Client’s authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, and will only concern Client or the goods and/or services that Client provides; (d) Client is authorized to provide Podium with any Customer, Client, or Authorized User information it provides in connection with the Services, including any personally identifying information; and (e) Client and/or Client’s Authorized User(s) will only use the Services for interaction with actual Customers. If Client receives any take-down requests or infringement notices related to Client Data or its use of Third-Party Products, it will promptly stop using these items with the Services and notify Podium immediately. Additionally, if an integration is included in the Services Client orders, Client grants Podium the right to access Client’s Data or Client’s CRM system directly or through a third-party service for the purposes of fulfilling Podium’s obligations under this Agreement, and Client warrants that Client is not restricted by law or applicable agreement from granting Podium such right.
5.2. Customer Consent; Intended Use of the Services. Client understands and agrees that the Services are intended to allow Client to communicate electronically only with Client’s own current Customers who have consented to the receipt of such communications and are provided with all necessary notices in accordance with applicable Laws. Accordingly, Client will for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing the Services; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use the Services to make or send communication only in compliance with all Laws, the terms of this Agreement (including the Acceptable Use Policy) and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client also understands and agrees that the Services are intended primarily to be used for transactional and/or informational communications. If Client uses the Services to make or send any written electronic communication (including but not limited text messages) that includes advertisements, marketing, telemarketing, or promotional messaging, as such are defined in applicable Laws (hereinafter, collectively “Marketing”), Client must, in each instance, clearly designate such message(s) as “Marketing” within the Service prior to sending. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated this Section 5.
6. AVAILABILITY OF SERVICES; SUPPORT.
6.1. Availability. Subject to the terms of this Agreement and any scheduled maintenance and unavailability caused by: (a) actions or omissions of Client; (b) failures, errors, or defects in the facilities, hardware, software, or network of Client; or (c) circumstances that constitute a force majeure event or that are beyond Podium’s reasonable control, the Services will be available for access via the Website 99.0% of the time during of the applicable Subscription Term. Client’s sole remedy and Podium’s sole liability for failure to meet the aforementioned availability will be support in accordance with Section 6.2.
6.2. Support. Podium makes available web-based support through the Website. Additional support services may be available to Client subject to payment of applicable fees (if any), as specified in any applicable Subscription Documentation. Any support services are subject to this Agreement and Podium’s applicable support policies, if any. Client is primarily responsible for its own account setup and onboarding. Podium may also provide onboarding, deployment, and other services under this Agreement, including via Third-Party Providers or subcontractors. If applicable, the scope, pricing, and other terms for these additional services will be set forth in the applicable Subscription Documentation. Podium’s ability to deliver the Services will depend on Client’s reasonable and timely cooperation and the accuracy and completeness of any information from Client needed to deliver the Services.
7. FEES AND PAYMENT.
7.1. Fees. Unless otherwise specified on Client's Subscription Documentation, the Services are provided on an ongoing, per license subscription-basis, including automatically recurring payments for periodic charges, according to the terms and conditions of the Subscription Documentation (“Subscription”). Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Additional Terms (collectively, the “Fees”). Except as otherwise specified in the applicable Subscription Documentation, unless Client terminates a Free Access Subscription prior to the lapse of the Free Access Subscription Term, such Services will convert to a paid Subscription and Client agrees to pay Podium the applicable Subscription Fees according to the terms of this Agreement. Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
7.2. Payment of Fees. Unless otherwise specified in the applicable Subscription Documentation, all Subscription Fees will be paid annually in advance (though overage fees, if any, may be charged in arrears), and all references to currency set forth herein will mean U.S. dollars, with all payments hereunder to be made in U.S. dollars. Subscription Fees are non-refundable and non-creditable, except as expressly set forth in Sections 2.3 (Modification of the Services) and 8.3 (Termination for Cause). If the payment method selected on Client's Subscription Documentation is credit card, ACH, or direct debit, Client acknowledges and authorizes Podium to charge Fees and other amounts automatically, on an auto-renew basis on your Subscription Start Date (as defined below) for each subsequent Subscription Term. For the avoidance of doubt, all additional Subscription Fees for additional Services accessed by Client will be billed when the Service is first accessed by Client and automatically, on an auto-renew basis on Client’s existing Subscription Start Date. Podium may from time to time provide notice to Client regarding any Renewal Term(s) and the auto-renew processes. The Subscription will continue unless and until you or Podium terminate your Subscription in accordance with Section 8. You must cancel your Subscription before it renews in order to avoid billing the next periodic Subscription Fees to your account. If Client elects to pay by credit card, then you are responsible for both (a) enabling auto-recharge on your account and (b) ensuring that your account has a sufficient positive balance to cover all Fees when due. Should Podium be unable to process/receive the Fees when due and owing, payment shall be considered overdue. Podium will have the right to charge interest on all overdue amounts equal to the maximum amounts allowed by applicable Law. Additionally, after payment becomes overdue, Podium will have the right to immediately suspend Client’s access to the Services and/or seek to enforce Client’s payment obligations, including through the use of third-party services. If Podium sends Client’s account for collection and/or initiates legal action to collect overdue amounts, Client will be liable for all cost and expenses of such action, including reasonable legal or attorney's fees, court costs, and expenses.
7.3. Taxes. Podium’s Fees are exclusive of all taxes, regulatory fees, or levies and Client must pay any applicable taxes regulatory fees, or levies (which for clients located in Australia, includes any applicable goods and services taxes as set out in a New Tax System (Goods and Services Tax) Act 1999 (Cth)), whether domestic or foreign, other than taxes based on the income of Podium. Client will make tax and regulatory fee payments to Podium to the extent amounts are included on Podium’s invoices.
7.4. Fee Increase. Podium reserves the right to determine the applicable Fees for any Service(s). While Podium will make reasonable efforts to keep the information relating to Fees published on its Website up to date, you should check the Website periodically for information about current Fees. If any Fees are specified on your Subscription Documentation, Podium may increase Fees applicable to you upon forty-five (45) days’ prior written notice, effective on the start date of your subsequent Subscription Term (if Client has not elected to opt out of the automatic renewal or renegotiate the Fees). Additionally, notwithstanding the foregoing, Podium may adjust the Payments Services Fees as set forth in the Payments Service Terms. Podium may also, from time to time and in its sole discretion, make promotional offers or different Fees available to its clients or other users. Such promotional offers will not apply to you or this Agreement unless specified in writing in your Subscription Documentation.
8. TERM AND TERMINATION.
8.1. Term. This Agreement is effective until the applicable Subscription Term for the Services has expired or the Subscription is terminated as expressly permitted herein. Unless otherwise stated in Client’s Subscription Documentation, the initial term for any Subscription to the Services is twelve (12) months and will automatically renew for subsequent periods of equal duration (the “Subscription Term”), unless either party gives written notice of non-renewal at least one (1) month before the end of the then-current Subscription Term. Client may give notice of non-renewal by sending an email to support@podium.com. If no Subscription start date is specified on the applicable Subscription Documentation, the Subscription starts when Client first obtains access to the Services (“Subscription Start Date”). By agreeing to any Subscription Documentation, Client is agreeing to pay applicable fees for the entire Subscription Term. Client cannot cancel or terminate a Subscription Term except as expressly permitted by this Section 8.1 (Term) or Section 8.3 (Termination for Cause). Unless Client’s Subscription Documentation expressly states otherwise, any additional Services purchased during Client’s Subscription Term will be coterminous with Client’s most recent Podium platform Subscription Term.
8.2. Suspension of Services. Podium may suspend Client’s (or any Authorized User’s, as applicable) access to the Services if: (a) Client’s account is overdue, or (b) Client has exceeded its Scope of Use limits. Podium may also suspend Client’s (or any Authorized User’s, as applicable) access to the Services, remove Client Data, or disable Third-Party Products if it determines that: (i) Client has breached Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations); or (ii) suspension is necessary to prevent harm or liability to other clients of Podium or third parties or to preserve the security, stability, availability, or integrity of the Services. Podium will have no liability for taking action as permitted above. For avoidance of doubt, Client will remain responsible for payment of Fees during any suspension period. Unless this Agreement has been terminated, Podium will cooperate with Client to restore access to the Services once it verifies that Client has resolved the condition requiring suspension.
8.3. Termination for Cause. Either party may terminate this Agreement, including any related Subscription Documentation, if the other party: (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). If Client terminates during the Subscription Term for any reason other than the foregoing, Client will be responsible for the Fees due for the entire Subscription Term. Podium may also terminate this Agreement or any related Subscription Documentation immediately if Client breaches Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations), for repeated violations of other Sections of this Agreement, or if applicable, a breach of the parties’ BAA.
8.4. Effect of Termination. Upon any expiration or termination of this Agreement or any Subscription Documentation: (a) Client’s license rights will terminate and it must immediately cease use of the Services (including any related Podium Technology) and delete (or, at Podium’s request, return) any and all copies of any Podium documentation, scripts, passwords or access codes, and any other Podium Confidential Information in Client’s possession, custody, or control; and (b) Client’s right to access any Client Data in the applicable Services will cease, and unless otherwise precluded by a BAA or other obligation under applicable Law, Podium may delete any such data in its possession at any time. If Podium terminates this Agreement for cause as provided in Section 8.3 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Client. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
8.5. Survival. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions); 3 (Use Rights; Restrictions); 4 (Client Data); 7 (Fees and Payment); 8 (Term and Termination); 9 (Confidential Information); 10 (Podium Technology); 11 (Third-Party Providers and Third-Party Products); 12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); 15 (Dispute Resolution); and 16 (General).
9. CONFIDENTIAL INFORMATION.
9.1. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, subcontractors, or Authorized Users having a legitimate need to know (which, for Podium, includes the subcontractors referenced in Section 16.6), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 9 and these recipients are bound to confidentiality obligations no less protective than this Section.
9.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law, subpoenas, or court orders, provided it uses commercially reasonable efforts to notify the other party (where permitted to do so) and cooperates in any effort by the other party to obtain confidential treatment for the information.
9.3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
10. PODIUM TECHNOLOGY.
10.1. Ownership and Updates. By accepting this Agreement, Client acknowledges that it is obtaining only a limited right to use the Services and irrespective of any use of the words “purchase”, “sale”, or similar terms, no ownership rights are transferred to Client under this Agreement and, except as expressly permitted by such limited right, Client may not make any use of Podium Technology. Client agrees that Podium (or its suppliers) exclusively retains all rights, title, and interest (including all intellectual property rights) in and to all Services, products, any and all related documentation, software, technology, code, know-how, logos, trademarks, service marks, and templates (including in any reports or output obtained from the Services), anything delivered as part of support, materials or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Feedback (as defined below) provided by Podium (collectively, "Podium Technology") (which is deemed Podium’s Confidential Information) and reserves any licenses not specifically granted herein. Furthermore, Podium exclusively owns and reserves all right, title, and interest in and to Podium’s Confidential Information and any data, in anonymized or aggregated form that does not identify you, any end users, or any natural person, generated or derived from the use or operation of the Services, including volumes, frequencies, bounce rates, and performance results for the Services. The Services are offered as an online, hosted product. Accordingly, Client acknowledges and agrees that it has no right to obtain a copy of the software behind any Services and that Podium at its option may make updates, bug fixes, modifications, or improvements to the Services from time-to-time.
10.2. Feedback. If Client elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, “Feedback”), Client hereby grants Podium a worldwide, perpetual, non-revocable, sublicensable, royalty-free right, and license to use, copy, disclose, license, distribute, and exploit any such Feedback in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
11. THIRD-PARTY PROVIDERS AND THIRD-PARTY PRODUCTS.
Podium may, from time to time, contract with a third party to facilitate certain features of the Services, including as described in Section 16.6 of this Agreement. Podium may also allow or facilitate Client to make arrangements with other third-party providers that provide products or services in connection with, but which are not included in, the Services as defined in this Agreement (“Third-Party Provider(s)”). If Client elects to use any Third-Party Provider(s) or any applications, integrations, add-ons, software, code, online services, systems, and other products that are not Podium Technology (“Third-Party Products”) in connection with the Services, such Third-Party Provider(s) or Third-Party Products may make Third-Party Content available to Client and may access Client’s instance of the Services, including Client Data. Client agrees and acknowledges that use of such Third-Party Provider(s) or Third-Party Products may require Client to enter into separate terms and conditions with such third-party. Unless Podium expressly agrees otherwise in a signed writing, Podium (a) is not a party to any such terms; (b) will not be liable thereunder; (c) does not warrant or support Third-Party Providers, Third-Party Products; or Third-Party Content; and (d) disclaims all responsibility and liability for Third-Party Providers and their access to the Services, including their modification, deletion, disclosure, or collection of Client Data. Podium is not responsible in any way for Client Data once it is transmitted, copied, or removed from the Services. Unless Podium expressly states otherwise in signed writing, Third-Party Providers are not “subcontractors'' under this Agreement, and Podium disclaims all responsibility and liability for the actions or omissions of any Third-Party Providers, including but not limited to Developers.
12. INDEMNIFICATION.
12.1. Indemnification by Client. Client will indemnify and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) your unauthorized use of, or misuse of, the Services, including but not limited to the Podium Marketplace and Podium API, as applicable; (b) your violation of, any claim that you have violated, any applicable Law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party (including but not limited to your Customers, any Developer Partners, and any Third-Party Providers); (d) any demand, dispute, or issue (including without limitation fee disputes) between you and any Payment Service Provider(s) (as defined in the applicable Additional Terms); (e) any Client Data; (f) Podium’s use, as contemplated in this Agreement, of any information provided to Podium by you or your Customers; (g) breach or alleged breach of this Agreement, including Client’s warranties and obligations; or (h) if applicable, any breach or alleged breach of Client’s obligations contained in the BAA. Client also agrees to defend the Podium Entities against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event Podium assumes exclusive defense of such claims, Client agrees to cooperate with our defense of any such claims. Client may not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12.2. Indemnification by Podium. Podium will indemnify and hold Client harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to (a) Podium’s gross negligence or willful misconduct; or (b) Podium’s infringement, misappropriation, or violation of a third party’s intellectual property rights. Podium also agrees to defend Client against these claims at Client’s request, but Client may participate in any claim through counsel of its own choosing and the Parties will reasonably cooperate on any defense. Podium must not settle any claim without Client’s prior written consent if the settlement does not fully release Client from liability or would require Client to admit fault, pay any amounts, or take or refrain from taking any action.
12.3. Exclusions to Podium’s Indemnification. Podium will not be required to indemnify Client in the event of: (a) modification of the Services by Client, its Authorized Users, Developer Partners, Third-Party Providers, affiliates, employees, or contractors in conflict with Client’s obligations or as a result of any prohibited activity under this Agreement, (b) use of the Services in a manner inconsistent with this Agreement, the Acceptable Use Policy, the Additional Terms, the Subscription Documentation, or any other agreement related to this Agreement, or (c) use of the Services in combination with any other application, product, or service not provided by Podium if such claim would not have occurred without such combination.
13. DISCLAIMERS.
13.1. EXCEPT AS PROVIDED EXPRESSLY HEREIN, ALL PODIUM TECHNOLOGY AND RELATED SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH THE PODIUM TECHNOLOGY ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM TECHNOLOGY WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM TECHNOLOGY WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, AND PODIUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY PROVIDERS, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON PODIUM TECHNOLOGY OR PODIUM’S RELATED SERVICES (INCLUDING CHANGES TO CLIENT PROPERTIES). THE DISCLAIMERS IN THIS SECTION 13 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
13.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS CLIENT(S) DO NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
13.3. For Clients Located in Australia Only. Neither this Section 13 (Disclaimers) nor Section 14 (Limitations of Liability) below excludes, restricts, or modifies the application of any provision of the Australian Consumer Law (ACL) (whether applicable as a law of the Commonwealth, or any state or territory of Australia), the exercise of any right to remedy conferred by the ACL, or the liability of Podium for a failure to comply with any applicable consumer guarantees where to do so would contravene the ACL or cause any part of these sections to be void.
14. LIMITATIONS OF LIABILITY.
14.1. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL PODIUM OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PODIUM’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CLIENT TO PODIUM FOR THE APPLICABLE SERVICE(S) OR RELATED SERVICE(S) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, PODIUM’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 14 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 14 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY PODIUM TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14.2. FOR CLIENTS LOCATED IN AUSTRALIA ONLY. TO THE EXTENT THAT LIABILITY CANNOT BE EXCLUDED UNDER THIS SECTION 14, AND WHERE THE ACL APPLIES, PODIUM’S LIABILITY IS LIMITED AT THE OPTION OF PODIUM TO (A) IN THE CASE OF ANY PRODUCT, ANY ONE OR MORE OF THE FOLLOWING (i) THE REPLACEMENT OF THE PRODUCT OR THE SUPPLY OF EQUIVALENT PRODUCT, (ii) THE REPAIR OF THE PRODUCT, (iii) THE PAYMENT OF THE COST OF REPLACING THE PRODUCT OR OF ACQUIRING EQUIVALENT PRODUCT, OR (iv) THE PAYMENT OF THE COST OF HAVING THE PRODUCT REQUIRED, IF APPLICABLE; AND (B) IN THE CASE OF ANY PODIUM TECHNOLOGY OR SERVICES OR RELATED SERVICES PERFORMED BY PODIUM: (i) THE SUPPLY OF THOSE SERVICES AGAIN, OR (ii) THE PAYMENT OF THE COST OF HAVING THOSE SERVICES APPLIED AGAIN.
15. DISPUTE RESOLUTION.
If a dispute arises between the parties related to this Agreement or the Services provided therefrom, and the dispute cannot be settled through informal negotiations, the parties agree to resolve their dispute (referred to herein as “Claim(s)”) as follows:
15.1. Mediation. The parties agree to participate in mediation to settle their Claims in accordance with the rules and procedures found in Utah Code § 78B-10-101 et seq. (Utah Uniform Mediation Act and referred to as “UUMA”) (or for clients located in Australia, the rules and procedures found in the Institute of Arbitrators and Mediators Australia Mediation Rules (“Rules”)) and this Agreement before a party can file a judicial action, whether in a court of law, an administrative body, government agency, or otherwise. If there are any conflicting provisions between UUMA (or for clients located in Australia, the Rules) and this Agreement, the provisions in this Agreement will govern.
15.1.1. Notice. Mediation must be conducted within sixty (60) days from a party receiving written notice of Claims from a complaining party. The notice must contain a detailed description of the nature of the Claims and the requested relief sought.
15.1.2. Mediator Selection and Mediator Fees. A neutral mediator will be selected as mutually agreed upon by the parties. The mediator’s fees and costs will be paid to the mediator at the end of mediation, with both parties equally sharing the mediation costs and paying their own legal fees and costs.
15.1.3. Location. Mediation will occur in Salt Lake City, Utah, unless you are located in Australia, in which case mediation will occur in Melbourne, Victoria, Australia.
15.2. Judicial Action. If the parties are unable to resolve the Claim pursuant to the mandatory mediation referenced above (or if one of the parties refuses to participate in the mandatory mediation or fails to respond to a complaining party’s request for mediation), the parties may subsequently file a judicial action.
15.3. Disputes Not Subject to the Mediation Process. The following claims or actions are not subject to the mandatory mediation provisions of this Section 15:
15.3.1. A request for an order of injunctive relief and any related incidental damages;
15.3.2. A request for an order to prevent the disclosure of or misuse of Confidential Information or trade secrets; and/or
15.3.3. Enforcement of Client’s payment obligations as set forth under Section 7.
16. GENERAL.
16.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign or purport to assign any of its rights or obligations under this Agreement without the advance written consent of the other party (which must not be unreasonably withheld), except that Podium may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.
16.2. Notices. Any notice or communication to Podium under this Agreement must be in writing. Client must send any notices under this Agreement (including breach notices) to Podium Headquarters (include “Attn. Legal Department” in the subject line) or by email to legal@podium.com. Podium may send notices to the e-mail addresses on Client’s account or, at Podium’s option, to Client’s last-known postal address. Podium may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of such notice on Podium’s Website or the Services. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Podium is not responsible for any automatic filtering Client or its network provider may apply to email notifications.
16.3. Publicity. Unless otherwise specified in the applicable Subscription Documentation, Podium may use Client’s name, logo, and marks to identify Client as a Podium Client on Podium’s website and other marketing materials.
16.4. Podium Communication with Client. You agree that Podium may send you emails and text messages, including transactional, operational, and marketing messages, possibly using automated technology, to the email or phone number you provide to Podium. Message and/or data rates may apply to such messages, and you may opt out at any time. You will keep your contact information up to date and will notify Podium immediately in the event that your contact information changes.
16.5. Referral Programs. Podium may, from time to time, and in its sole discretion, offer referral programs or opportunities to certain Podium clients or users. Such programs or opportunities may include incentives for such clients or users to promote Podium and/or its Services to their family or friends. Participation in such programs or opportunities is completely voluntary and is subject to this Agreement and the Podium Referral Program Terms (“Referral Program Terms”). Podium may modify, discontinue, or terminate any referral program or similar opportunity at any time, without notice.
16.6. Subcontractors. Podium may use subcontractors and permit them to exercise the rights granted to Podium in order to provide the Services and related services under this Agreement. Podium will not be required to obtain Client’s consent or provide notice of such subcontracting or delegation. To avoid any doubt, Podium remains responsible for the performance of its obligations or the exercise of its rights under this Agreement regardless of any subcontracting or delegation.
16.7. Subpoenas. Nothing in this Agreement prevents Podium from disclosing Client Data to the extent required by law, subpoenas, or court orders, but Podium will use commercially reasonable efforts to notify Client where permitted to do so.
16.8. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
16.9. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
16.10. Amendments; Waivers. Podium may update or modify these Terms (including the Additional Terms and any referenced policies and other documents) from time to time by giving reasonable notice and posting a revised version on the Website or Services or by notification via the email associated with your account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Subscription Term. Immaterial modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, will constitute acceptance of the updated Terms. If Client does not agree to the updated Terms, Client will no longer have the right to use the Services, except where applicable Law requires different treatment. Except as otherwise described in this Section 16.10, any modification, supplementation, replacement, novation or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights or delay in exercising any right under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
16.11. Headings. The headings used in this Agreement are for ease of reference only. They are not intended as a complete restatement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.
16.12. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.
16.13. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Client acknowledges that each Subscription only permits use by and for the legal entity or entities identified in the Subscription Documentation and not any affiliates. Furthermore, Client’s affiliates are not permitted to use the Services under these Terms unless an affiliate agrees to these Terms individually and creates its own account.
16.14. Attorneys’ Fees and Costs. The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.
16.15. Entire Agreement. This Agreement, including these Terms and any applicable Subscription Documentation, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Podium Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. Any terms provided by Client (including as part of any purchase order or other business form used by Client) are for administrative purposes only and have no legal effect.
16.16. Counterparts; Electronic Transmission. This Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery will be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.
16.17. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
16.17.1. Australia Clients. If you are a Podium client located in Australia, this Agreement is governed by the laws of Victoria, Australia. To the extent permitted by law, the courts of Victoria, Australia, will be the exclusive jurisdiction for disputes arising out of or in connection with this Agreement.
16.18. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
16.19. Notice Regarding Apple. This Section 16.19 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Podium only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (a) product liability claims; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Effective May 13, 2023
Effective May 19th 2023 to May 23rd 2023
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Table of Contents
Podium Terms of Service
Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (individually and collectively, the “Website”), is owned and operated by Podium Corporation, Inc. (“Podium,” “we,” “us,” or “our”). By using, installing, or accessing the Website or Services (as defined below), by signing or clicking to accept these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to be bound by the following terms and conditions (together, these “Terms”, or this “Agreement”).
If you are using a Podium Service on behalf of a company, organization, or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee, agent, or other authorized representative with all necessary authority to bind that entity to this Agreement.
This Agreement includes and hereby incorporates by reference any Subscription Documentation executed between you and Podium, as well as any policies or exhibits linked to or referenced herein. If you have entered into a separate written agreement with Podium concerning specific Services, the terms of such agreement control if there is any conflict between the terms of such agreement and these Terms. Please note that we may modify this Agreement as described in Section 16.10 below.
1. DEFINITIONS.
1.1. “Business Associate Agreement” (hereinafter “BAA”) means a written agreement between a Covered Entity and a Business Associate (as those terms are defined under HIPAA) containing the elements specified at 45 CFR 164.504(e).
1.2. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
1.3. “HIPAA” means the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160 and 162, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160, all as may be amended from time to time.
1.4. "Law(s)” means all applicable local, state, federal, and international laws, rules, and regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, Canada’s Anti-Spam Legislation (“CASL”), the Australian Consumer Law, the AU Privacy Act 1988 (Cth), and the AU Spam Act 2023 (Cth)
1.5. “Protected Health Information” (hereinafter “PHI”) has the same meaning as that term is defined in HIPAA.
1.6. “Territory” means the United States, Canada, and Australia, unless otherwise expressly set forth in Client’s Subscription Documentation.
Other terms are defined in other Sections of this Agreement.
2. SERVICES.
2.1. Services. Podium provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “Phones” (formerly Voice), and “Bulk Messages” (formerly Campaigns), payment processing and related services (“Payments”), certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time (together with the Website, the “Service(s)”). Client will, from time to time, enter into a proposal, quote, services/purchase agreement, order form, statement of work, or otherwise click to accept or agree to an online registration form ("Subscription Documentation"), which references this Agreement and details the Services ordered from Podium and, if applicable, the usage limits or other scope of use descriptions for the Services (including without limitation any usage or volume limits, numerical limits on Authorized Users, and descriptions of product feature levels) (“Scope of Use”). Client may be provided the option to purchase certain Services as part of a package or bundle offer (each, a “Bundle”), as detailed in the applicable Subscription Documentation. The Services included in Podium’s standard Bundles are currently specified here (for Services and pricing available in Australia, please contact us here). Podium has no obligation to provide any services or perform any tasks not specifically set forth in this Agreement, including any applicable Subscription Documentation.
2.2. Alteration of Subscription Documentation. Any amendments or modifications to any existing Subscription Documentation must be agreed to in writing by the parties. Podium has no obligation to perform any Services under any amended Subscription Documentation until the parties have agreed to the effect of such changes on the applicable Fees.
2.3. Modification of the Services. Podium reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), or to alter the offering of the Services (including by adding, limiting, or discontinuing certain Bundles) temporarily or permanently. Podium also reserves the right to replace certain Services and Bundles with functionally equivalent Services or Bundles, at its sole discretion. In the event Podium makes any modification or alteration to the Services or the offering thereof that has a material adverse effect on the functionality of the Services ordered under your Subscription Documentation, Client may terminate this Agreement and receive a pro-rated refund of pre-paid, unused Fees for the remainder of Client’s Subscription Term (as defined below).
2.4. Additional Terms. Client’s subscription to or use of certain Services or features of the Services may be subject to additional terms, policies, rules, or guidelines that we may post on or link to from these Terms or the Services (the “Additional Terms”). To the extent applicable, all Additional Terms are incorporated by this reference into, and made a part of, these Terms. If Client purchases or otherwise uses any of the following Services, Client’s use is subject to and Client accepts the applicable Additional Terms, as set forth below.
2.4.1. Podium Payments. If Client uses Podium Payments, Client agrees to be bound by the Podium Payments Service Terms.
2.4.2. Podium Phones. If Client uses Podium Phones, Client agrees to be bound by the Podium Phones Service Terms.
2.4.3. Podium Marketplace. If Client uses the Podium Marketplace, Client agrees to be bound by the Podium Marketplace Terms of Use.
2.4.4. Podium API. If Client uses the Podium API, Client agrees to be bound by the applicable terms of the Podium API Terms of Use.
2.4.5. Podium Developer Platform. If Client uses the Podium Developer Platform, Client agrees to be bound by the Podium Developer Terms.
3. USE RIGHTS; RESTRICTIONS.
3.1. Use of Services. Subject to all terms of this Agreement, including any Additional Terms, Podium grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory (to the extent available in the Territory) to: (a) install and use an object code copy of any mobile application associated with the Services; and (b) access and use the Services, designated on Client’s Subscription Documentation solely for Client’s internal business purposes, but only in accordance with this Agreement, Podium’s Acceptable Use Policy (“Acceptable Use Policy”), the applicable Subscription Documentation, and all applicable Scope of Use descriptions. Podium makes no representation that the Services are appropriate or available for use in locations outside the Territory (or that all products or features of the Services are available throughout the Territory). Furthermore, accessing the Services from territories where their content or use is illegal, is prohibited under this Agreement. If Client attempts to access or use the Services outside of the Territory, Client does so at its own initiative and is responsible for compliance with all Laws and any costs associated with access or use outside the Territory. You may not use or export the Services in violation of U.S. export laws and regulations.
3.2. Account Registration. Client must register for a Podium account in order to access or receive the Services. Account information must be accurate, current, and complete. Client agrees to keep its account information up to date so that Podium may send notices, statements, and other information by email or through Client’s account. Client is solely responsible for all use of its Services account(s). Podium will not be liable for any loss or damage arising from unauthorized use of Client’s account(s) not directly caused by Podium's actions or omissions.
3.3. Eligibility and Use by Others. By agreeing to these Terms, Client warrants that it and its employees, agents, contractors, and any other users (including but not limited to Developer Partners or Third-Party Providers) whom Client has authorized to access the Services on its behalf (“Authorized Users”): (a) are over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all Laws when using the Services. Client may permit its Authorized Users to use the Services provided their use is for Client’s benefit only and remains in compliance with this Agreement. Authorized Users are and will be subject to the applicable terms and conditions of this Agreement, which may be communicated by posting to the Website or on a click-through basis to Authorized Users upon access to the Services and/or Website.
3.4. Responsibility for Authorized Users. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with this Agreement. Client will be solely responsible for authorizing and creating user IDs, passwords, and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Provided, however, Podium may, in its sole discretion, suspend any Authorized User’s access to the Services, as set forth in Section 8.2 below. Client is solely responsible for ensuring that any user IDs, passwords, and other access credentials (such as API tokens) for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, Client is solely responsible for complying, and ensuring its Authorized Users comply, with all Laws applicable to Client. Client will be solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions.
3.5. Use by Customers. Any person that is a client, customer, or patient of Client, or that is a potential client, customer, or patient of Client (“Customer(s)”) who accesses and/or uses the Services, including via Client’s account or website, is subject to the Acceptable Use Policy and such other terms as may be provided by Podium from time to time, which includes Podium’s right to remove or disable access to any Customer or content or resource that violates the Acceptable Use Policy.
3.6. General Restrictions. Client must not (and must not allow any third party to): (a) rent, lease, copy, transfer, sublicense, or provide access to the Podium Technology (as defined below) to a third party (except Authorized Users as specifically authorized above); (b) incorporate the Podium Technology (or any portion thereof) into, or use it with or to provide, any site, product, or service, except as otherwise expressly authorized by Podium in writing; (c) use the Podium Technology (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (d) publicly disseminate information regarding the performance of the Podium Technology (which is deemed Podium’s Confidential Information); (e) modify or create a derivative work of the Podium Technology or any portion thereof or access the services with the intent to copy or create a competitive or derivate product/service; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Podium Technology or Services, except to the extent expressly permitted by applicable Law and then only upon advance notice to Podium; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the Podium Technology other than as specifically permitted above; (i) use the Services in violation of the Acceptable Use Policy; or (j) remove or obscure any proprietary or other notices contained in the Podium Technology including in any reports or output obtained from the Podium Technology.
3.7. Beta Releases and Free Access Subscriptions. Subject to Client’s compliance with the terms of this Agreement, Podium may provide Client with certain Services for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta”, or other early stage Services, integrations, or features (“Beta Release(s)”) for the Subscription Term set forth in the applicable Subscription Documentation (if applicable). This Section 3.7 and any relevant Additional Terms will apply to any Free Access Subscription or Beta Release (even if a Beta Release is provided for a fee or counts towards Client’s Scope of Use allocations) and supersedes any contrary provision in this Agreement. For the avoidance of doubt, Section 6 (Availability of Services; Support) will not apply to any Free Access Subscription or Beta Release; though Podium may use good faith efforts, in its discretion, to assist Client with Free Access Subscriptions or Beta Releases. Without limiting the other disclaimers and limitations in this Agreement, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT FREE ACCESS SUBSCRIPTIONS AND BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH PODIUM WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS AT CLIENT’S SOLE RISK. You may choose to use Free Access Subscriptions and Beta Releases at your sole discretion. Podium makes no guarantees or promises with respect to the continued availability of any Free Access Subscriptions or Beta Releases or that future versions of a Free Access Subscription or Beta Release will be released or will be available under the same commercial or other terms. Podium may discontinue Free Access Subscriptions or Beta Releases at any time, in our sole discretion, and decide not to make them generally available. Notwithstanding anything to the contrary herein, Podium may terminate Client’s right to use any Free Access Subscription or Beta Release at any time and with reasonable notice for any reason or no reason in Podium’s sole discretion, without liability.
4. CLIENT DATA.
4.1. Rights in Client Data. As between the parties, Client retains all right, title, and interest (including any intellectual property rights) in and to any text, images, or other content and data that Client selects or submits for use or incorporation with the Services (including without limitation, chat and message logs, Customer Data, PHI, or any Third-Party Content) (“Client Data”). To the extent Client is a Covered Entity or a Business Associate, as those terms are defined in HIPAA, "Client Data" also includes PHI. “Customer Data” means data related to the identity, characteristics, and activities of Customers, collected or submitted to the Services by Client or captured by the Services. “Third-Party Content” means content, data, or other materials that Client provides to the Podium Services from its third-party data providers, including through Third-Party Products (as defined below) used by Client. Client hereby grants Podium a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Client Data as necessary to provide the Services and related services to Client and as otherwise provided herein and in Podium's Privacy Policy (the "Privacy Policy"), and hereby instructs Podium to do the same. Client further instructs Podium to use and disclose Customer Data as necessary to provide the Services consistent with this Agreement and as otherwise set forth in the Privacy Policy.
4.2. Aggregate/Anonymous Data. Client agrees that Podium will have the right to generate usage data from Client use of the Services and may aggregate anonymized Client Data (“Aggregate/Anonymous Data”). Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is Podium Technology, which Podium may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Podium’s products and services and to create and distribute reports and other materials). Podium will not distribute Aggregate/Anonymous Data in a manner that personally identifies Client or its Customers, or that would otherwise violate applicable Laws. If Client and Podium have entered into a BAA, Podium will use the Aggregate/Anonymous Data only in conformity with the terms of such agreement.
4.3. Monitoring. Client understands and agrees that Podium may monitor and analyze Client Data or Customer Data (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Website or Services; to improve Client’s experience using the Website or Services; to customize and communicate informational or product offerings and promotions to Client; to ensure compliance with the Acceptable Use Policy (including taking corrective action permitted therein); and/or to make the Website or Services more helpful or useful to Client and other users. Client also understands that any third-party platform(s) or Third-Party Provider(s) Client elects to use or access in conjunction with the Services may also monitor and analyze the Client Data and/or Customer Data Client uses or accesses in connection with such third-party platforms, to customize and communicate information or product offerings and promotions to Client; to ensure compliance with applicable terms of use; and to make such third-party platform(s) more helpful or useful to Client and other users.
4.4. Security. Podium agrees to maintain physical, technical, and organizational measures designed, in its discretion, to secure its systems from unauthorized access, use, or disclosure. If Client is a Covered Entity or Business Associate, as defined in HIPAA, Podium and Client agree to the terms of Podium’s BAA (currently available at https://legal.podium.com/#BAA), which may be amended from time to time, and to secure and utilize PHI in accordance with the BAA. Podium takes no responsibility and assumes no liability for any Client Data other than its express security obligations in this Section 4.4.
4.5. Storage. Podium does not provide an archiving service. During the Subscription Term, Client acknowledges that Podium may delete Client Data no longer in active use. Additionally, Client understands and agrees that following termination, Podium may delete all Client Data in its possession. Except for requirements that are included in any BAA entered into between Podium and Client, Podium expressly disclaims all other obligations with respect to storage.
4.6. Privacy and Data Processing. The Privacy Policy describes how we handle the information you provide to us or we otherwise collect when you and your Customers use the Services. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including, as applicable, the transfer of this information to the United States and other countries for storage, processing, and use by Podium and its affiliates. Additionally, to the extent applicable, the parties agree that Podium’s Data Processing Addendum (“Data Processing Addendum” or “DPA”) governs in the event Podium Processes any Covered Data as Client’s Processor or Service Provider (as those terms are defined in the DPA) in connection with this Agreement.
5. CLIENT OBLIGATIONS.
5.1. Warranty. Client warrants and represents that it will use the Services in full compliance with all Laws and terms of this Agreement, including the Acceptable Use Policy, and that it will not use the Services in a manner that would cause Podium to violate any obligation with respect to any such Laws. Client also warrants and represents that: (a) Client has sole ownership of any Client Data it provides to Podium, or otherwise has legal rights to provide such Client Data, and Client Data will not violate third-party rights, including intellectual property, privacy, and publicity rights; (b) Podium’s possession and/or use of the Client Data on Client’s behalf in connection with the Services, as contemplated hereunder, will not violate any contract, statute, regulation, or other third-party rights; (c) any Client Data Client and/or Client’s authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, and will only concern Client or the goods and/or services that Client provides; (d) Client is authorized to provide Podium with any Customer, Client, or Authorized User information it provides in connection with the Services, including any personally identifying information; and (e) Client and/or Client’s Authorized User(s) will only use the Services for interaction with actual Customers. If Client receives any take-down requests or infringement notices related to Client Data or its use of Third-Party Products, it will promptly stop using these items with the Services and notify Podium immediately. Additionally, if an integration is included in the Services Client orders, Client grants Podium the right to access Client’s Data or Client’s CRM system directly or through a third-party service for the purposes of fulfilling Podium’s obligations under this Agreement, and Client warrants that Client is not restricted by law or applicable agreement from granting Podium such right.
5.2. Customer Consent; Intended Use of the Services. Client understands and agrees that the Services are intended to allow Client to communicate electronically only with Client’s own current Customers who have consented to the receipt of such communications and are provided with all necessary notices in accordance with applicable Laws. Accordingly, Client will for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing the Services; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use the Services to make or send communication only in compliance with all Laws, the terms of this Agreement (including the Acceptable Use Policy) and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client also understands and agrees that the Services are intended primarily to be used for transactional and/or informational communications. If Client uses the Services to make or send any written electronic communication (including but not limited text messages) that includes advertisements, marketing, telemarketing, or promotional messaging, as such are defined in applicable Laws (hereinafter, collectively “Marketing”), Client must, in each instance, clearly designate such message(s) as “Marketing” within the Service prior to sending. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated this Section 5.
6. AVAILABILITY OF SERVICES; SUPPORT.
6.1. Availability. Subject to the terms of this Agreement and any scheduled maintenance and unavailability caused by: (a) actions or omissions of Client; (b) failures, errors, or defects in the facilities, hardware, software, or network of Client; or (c) circumstances that constitute a force majeure event or that are beyond Podium’s reasonable control, the Services will be available for access via the Website 99.0% of the time during of the applicable Subscription Term. Client’s sole remedy and Podium’s sole liability for failure to meet the aforementioned availability will be support in accordance with Section 6.2.
6.2. Support. Podium makes available web-based support through the Website. Additional support services may be available to Client subject to payment of applicable fees (if any), as specified in any applicable Subscription Documentation. Any support services are subject to this Agreement and Podium’s applicable support policies, if any. Client is primarily responsible for its own account setup and onboarding. Podium may also provide onboarding, deployment, and other services under this Agreement, including via Third-Party Providers or subcontractors. If applicable, the scope, pricing, and other terms for these additional services will be set forth in the applicable Subscription Documentation. Podium’s ability to deliver the Services will depend on Client’s reasonable and timely cooperation and the accuracy and completeness of any information from Client needed to deliver the Services.
7. FEES AND PAYMENT.
7.1. Fees. Unless otherwise specified on Client's Subscription Documentation, the Services are provided on an ongoing, per license subscription-basis, including automatically recurring payments for periodic charges, according to the terms and conditions of the Subscription Documentation (“Subscription”). Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Additional Terms (collectively, the “Fees”). Except as otherwise specified in the applicable Subscription Documentation, unless Client terminates a Free Access Subscription prior to the lapse of the Free Access Subscription Term, such Services will convert to a paid Subscription and Client agrees to pay Podium the applicable Subscription Fees according to the terms of this Agreement. Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
7.2. Payment of Fees. Unless otherwise specified in the applicable Subscription Documentation, all Subscription Fees will be paid annually in advance (though overage fees, if any, may be charged in arrears), and all references to currency set forth herein will mean U.S. dollars, with all payments hereunder to be made in U.S. dollars. Subscription Fees are non-refundable and non-creditable, except as expressly set forth in Sections 2.3 (Modification of the Services) and 8.3 (Termination for Cause). If the payment method selected on Client's Subscription Documentation is credit card, ACH, or direct debit, Client acknowledges and authorizes Podium to charge Fees and other amounts automatically, on an auto-renew basis on your Subscription Start Date (as defined below) for each subsequent Subscription Term. For the avoidance of doubt, all additional Subscription Fees for additional Services accessed by Client will be billed when the Service is first accessed by Client and automatically, on an auto-renew basis on Client’s existing Subscription Start Date. Podium may from time to time provide notice to Client regarding any Renewal Term(s) and the auto-renew processes. The Subscription will continue unless and until you or Podium terminate your Subscription in accordance with Section 8. You must cancel your Subscription before it renews in order to avoid billing the next periodic Subscription Fees to your account. If Client elects to pay by credit card, then you are responsible for both (a) enabling auto-recharge on your account and (b) ensuring that your account has a sufficient positive balance to cover all Fees when due. Should Podium be unable to process/receive the Fees when due and owing, payment shall be considered overdue. Podium will have the right to charge interest on all overdue amounts equal to the maximum amounts allowed by applicable Law. Additionally, after payment becomes overdue, Podium will have the right to immediately suspend Client’s access to the Services and/or seek to enforce Client’s payment obligations, including through the use of third-party services. If Podium sends Client’s account for collection and/or initiates legal action to collect overdue amounts, Client will be liable for all cost and expenses of such action, including reasonable legal or attorney's fees, court costs, and expenses.
7.3. Taxes. Podium’s Fees are exclusive of all taxes, regulatory fees, or levies and Client must pay any applicable taxes regulatory fees, or levies (which for clients located in Australia, includes any applicable goods and services taxes as set out in a New Tax System (Goods and Services Tax) Act 1999 (Cth)), whether domestic or foreign, other than taxes based on the income of Podium. Client will make tax and regulatory fee payments to Podium to the extent amounts are included on Podium’s invoices.
7.4. Fee Increase. Podium reserves the right to determine the applicable Fees for any Service(s). While Podium will make reasonable efforts to keep the information relating to Fees published on its Website up to date, you should check the Website periodically for information about current Fees. If any Fees are specified on your Subscription Documentation, Podium may increase Fees applicable to you upon forty-five (45) days’ prior written notice, effective on the start date of your subsequent Subscription Term (if Client has not elected to opt out of the automatic renewal or renegotiate the Fees). Additionally, notwithstanding the foregoing, Podium may adjust the Payments Services Fees as set forth in the Payments Service Terms. Podium may also, from time to time and in its sole discretion, make promotional offers or different Fees available to its clients or other users. Such promotional offers will not apply to you or this Agreement unless specified in writing in your Subscription Documentation.
8. TERM AND TERMINATION.
8.1. Term. This Agreement is effective until the applicable Subscription Term for the Services has expired or the Subscription is terminated as expressly permitted herein. Unless otherwise stated in Client’s Subscription Documentation, the initial term for any Subscription to the Services is twelve (12) months and will automatically renew for subsequent periods of equal duration (the “Subscription Term”), unless either party gives written notice of non-renewal at least one (1) month before the end of the then-current Subscription Term. Client may give notice of non-renewal by sending an email to support@podium.com. If no Subscription start date is specified on the applicable Subscription Documentation, the Subscription starts when Client first obtains access to the Services (“Subscription Start Date”). By agreeing to any Subscription Documentation, Client is agreeing to pay applicable fees for the entire Subscription Term. Client cannot cancel or terminate a Subscription Term except as expressly permitted by this Section 8.1 (Term) or Section 8.3 (Termination for Cause). Unless Client’s Subscription Documentation expressly states otherwise, any additional Services purchased during Client’s Subscription Term will be coterminous with Client’s most recent Podium platform Subscription Term.
8.2. Suspension of Services. Podium may suspend Client’s (or any Authorized User’s, as applicable) access to the Services if: (a) Client’s account is overdue, or (b) Client has exceeded its Scope of Use limits. Podium may also suspend Client’s (or any Authorized User’s, as applicable) access to the Services, remove Client Data, or disable Third-Party Products if it determines that: (i) Client has breached Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations); or (ii) suspension is necessary to prevent harm or liability to other clients of Podium or third parties or to preserve the security, stability, availability, or integrity of the Services. Podium will have no liability for taking action as permitted above. For avoidance of doubt, Client will remain responsible for payment of Fees during any suspension period. Unless this Agreement has been terminated, Podium will cooperate with Client to restore access to the Services once it verifies that Client has resolved the condition requiring suspension.
8.3. Termination for Cause. Either party may terminate this Agreement, including any related Subscription Documentation, if the other party: (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). If Client terminates during the Subscription Term for any reason other than the foregoing, Client will be responsible for the Fees due for the entire Subscription Term. Podium may also terminate this Agreement or any related Subscription Documentation immediately if Client breaches Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations), for repeated violations of other Sections of this Agreement, or if applicable, a breach of the parties’ BAA.
8.4. Effect of Termination. Upon any expiration or termination of this Agreement or any Subscription Documentation: (a) Client’s license rights will terminate and it must immediately cease use of the Services (including any related Podium Technology) and delete (or, at Podium’s request, return) any and all copies of any Podium documentation, scripts, passwords or access codes, and any other Podium Confidential Information in Client’s possession, custody, or control; and (b) Client’s right to access any Client Data in the applicable Services will cease, and unless otherwise precluded by a BAA or other obligation under applicable Law, Podium may delete any such data in its possession at any time. If Podium terminates this Agreement for cause as provided in Section 8.3 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Client. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
8.5. Survival. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions); 3 (Use Rights; Restrictions); 4 (Client Data); 7 (Fees and Payment); 8 (Term and Termination); 9 (Confidential Information); 10 (Podium Technology); 11 (Third-Party Providers and Third-Party Products); 12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); 15 (Dispute Resolution); and 16 (General).
9. CONFIDENTIAL INFORMATION.
9.1. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, subcontractors, or Authorized Users having a legitimate need to know (which, for Podium, includes the subcontractors referenced in Section 16.6), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 9 and these recipients are bound to confidentiality obligations no less protective than this Section.
9.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law, subpoenas, or court orders, provided it uses commercially reasonable efforts to notify the other party (where permitted to do so) and cooperates in any effort by the other party to obtain confidential treatment for the information.
9.3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
10. PODIUM TECHNOLOGY.
10.1. Ownership and Updates. By accepting this Agreement, Client acknowledges that it is obtaining only a limited right to use the Services and irrespective of any use of the words “purchase”, “sale”, or similar terms, no ownership rights are transferred to Client under this Agreement and, except as expressly permitted by such limited right, Client may not make any use of Podium Technology. Client agrees that Podium (or its suppliers) exclusively retains all rights, title, and interest (including all intellectual property rights) in and to all Services, products, any and all related documentation, software, technology, code, know-how, logos, trademarks, service marks, and templates (including in any reports or output obtained from the Services), anything delivered as part of support, materials or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Feedback (as defined below) provided by Podium (collectively, "Podium Technology") (which is deemed Podium’s Confidential Information) and reserves any licenses not specifically granted herein. Furthermore, Podium exclusively owns and reserves all right, title, and interest in and to Podium’s Confidential Information and any data, in anonymized or aggregated form that does not identify you, any end users, or any natural person, generated or derived from the use or operation of the Services, including volumes, frequencies, bounce rates, and performance results for the Services. The Services are offered as an online, hosted product. Accordingly, Client acknowledges and agrees that it has no right to obtain a copy of the software behind any Services and that Podium at its option may make updates, bug fixes, modifications, or improvements to the Services from time-to-time.
10.2. Feedback. If Client elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, “Feedback”), Client hereby grants Podium a worldwide, perpetual, non-revocable, sublicensable, royalty-free right, and license to use, copy, disclose, license, distribute, and exploit any such Feedback in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
11. THIRD-PARTY PROVIDERS AND THIRD-PARTY PRODUCTS.
Podium may, from time to time, contract with a third party to facilitate certain features of the Services, including as described in Section 16.6 of this Agreement. Podium may also allow or facilitate Client to make arrangements with other third-party providers that provide products or services in connection with, but which are not included in, the Services as defined in this Agreement (“Third-Party Provider(s)”). If Client elects to use any Third-Party Provider(s) or any applications, integrations, add-ons, software, code, online services, systems, and other products that are not Podium Technology (“Third-Party Products”) in connection with the Services, such Third-Party Provider(s) or Third-Party Products may make Third-Party Content available to Client and may access Client’s instance of the Services, including Client Data. Client agrees and acknowledges that use of such Third-Party Provider(s) or Third-Party Products may require Client to enter into separate terms and conditions with such third-party. Unless Podium expressly agrees otherwise in a signed writing, Podium (a) is not a party to any such terms; (b) will not be liable thereunder; (c) does not warrant or support Third-Party Providers, Third-Party Products; or Third-Party Content; and (d) disclaims all responsibility and liability for Third-Party Providers and their access to the Services, including their modification, deletion, disclosure, or collection of Client Data. Podium is not responsible in any way for Client Data once it is transmitted, copied, or removed from the Services. Unless Podium expressly states otherwise in signed writing, Third-Party Providers are not “subcontractors'' under this Agreement, and Podium disclaims all responsibility and liability for the actions or omissions of any Third-Party Providers, including but not limited to Developers.
12. INDEMNIFICATION.
12.1. Indemnification by Client. Client will indemnify and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) your unauthorized use of, or misuse of, the Services, including but not limited to the Podium Marketplace and Podium API, as applicable; (b) your violation of, any claim that you have violated, any applicable Law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party (including but not limited to your Customers, any Developer Partners, and any Third-Party Providers); (d) any demand, dispute, or issue (including without limitation fee disputes) between you and any Payment Service Provider(s) (as defined in the applicable Additional Terms); (e) any Client Data; (f) Podium’s use, as contemplated in this Agreement, of any information provided to Podium by you or your Customers; (g) breach or alleged breach of this Agreement, including Client’s warranties and obligations; or (h) if applicable, any breach or alleged breach of Client’s obligations contained in the BAA. Client also agrees to defend the Podium Entities against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event Podium assumes exclusive defense of such claims, Client agrees to cooperate with our defense of any such claims. Client may not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12.2. Indemnification by Podium. Podium will indemnify and hold Client harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to (a) Podium’s gross negligence or willful misconduct; or (b) Podium’s infringement, misappropriation, or violation of a third party’s intellectual property rights. Podium also agrees to defend Client against these claims at Client’s request, but Client may participate in any claim through counsel of its own choosing and the Parties will reasonably cooperate on any defense. Podium must not settle any claim without Client’s prior written consent if the settlement does not fully release Client from liability or would require Client to admit fault, pay any amounts, or take or refrain from taking any action.
12.3. Exclusions to Podium’s Indemnification. Podium will not be required to indemnify Client in the event of: (a) modification of the Services by Client, its Authorized Users, Developer Partners, Third-Party Providers, affiliates, employees, or contractors in conflict with Client’s obligations or as a result of any prohibited activity under this Agreement, (b) use of the Services in a manner inconsistent with this Agreement, the Acceptable Use Policy, the Additional Terms, the Subscription Documentation, or any other agreement related to this Agreement, or (c) use of the Services in combination with any other application, product, or service not provided by Podium if such claim would not have occurred without such combination.
13. DISCLAIMERS.
13.1. EXCEPT AS PROVIDED EXPRESSLY HEREIN, ALL PODIUM TECHNOLOGY AND RELATED SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH THE PODIUM TECHNOLOGY ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM TECHNOLOGY WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM TECHNOLOGY WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, AND PODIUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY PROVIDERS, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON PODIUM TECHNOLOGY OR PODIUM’S RELATED SERVICES (INCLUDING CHANGES TO CLIENT PROPERTIES). THE DISCLAIMERS IN THIS SECTION 13 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
13.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS CLIENT(S) DO NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
13.3. For Clients Located in Australia Only. Neither this Section 13 (Disclaimers) nor Section 14 (Limitations of Liability) below excludes, restricts, or modifies the application of any provision of the Australian Consumer Law (ACL) (whether applicable as a law of the Commonwealth, or any state or territory of Australia), the exercise of any right to remedy conferred by the ACL, or the liability of Podium for a failure to comply with any applicable consumer guarantees where to do so would contravene the ACL or cause any part of these sections to be void.
14. LIMITATIONS OF LIABILITY.
14.1. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL PODIUM OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PODIUM’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CLIENT TO PODIUM FOR THE APPLICABLE SERVICE(S) OR RELATED SERVICE(S) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, PODIUM’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 14 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 14 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY PODIUM TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14.2. FOR CLIENTS LOCATED IN AUSTRALIA ONLY. TO THE EXTENT THAT LIABILITY CANNOT BE EXCLUDED UNDER THIS SECTION 14, AND WHERE THE ACL APPLIES, PODIUM’S LIABILITY IS LIMITED AT THE OPTION OF PODIUM TO (A) IN THE CASE OF ANY PRODUCT, ANY ONE OR MORE OF THE FOLLOWING (i) THE REPLACEMENT OF THE PRODUCT OR THE SUPPLY OF EQUIVALENT PRODUCT, (ii) THE REPAIR OF THE PRODUCT, (iii) THE PAYMENT OF THE COST OF REPLACING THE PRODUCT OR OF ACQUIRING EQUIVALENT PRODUCT, OR (iv) THE PAYMENT OF THE COST OF HAVING THE PRODUCT REQUIRED, IF APPLICABLE; AND (B) IN THE CASE OF ANY PODIUM TECHNOLOGY OR SERVICES OR RELATED SERVICES PERFORMED BY PODIUM: (i) THE SUPPLY OF THOSE SERVICES AGAIN, OR (ii) THE PAYMENT OF THE COST OF HAVING THOSE SERVICES APPLIED AGAIN.
15. DISPUTE RESOLUTION.
If a dispute arises between the parties related to this Agreement or the Services provided therefrom, and the dispute cannot be settled through informal negotiations, the parties agree to resolve their dispute (referred to herein as “Claim(s)”) as follows:
15.1. Mediation. The parties agree to participate in mediation to settle their Claims in accordance with the rules and procedures found in Utah Code § 78B-10-101 et seq. (Utah Uniform Mediation Act and referred to as “UUMA”) (or for clients located in Australia, the rules and procedures found in the Institute of Arbitrators and Mediators Australia Mediation Rules (“Rules”)) and this Agreement before a party can file a judicial action, whether in a court of law, an administrative body, government agency, or otherwise. If there are any conflicting provisions between UUMA (or for clients located in Australia, the Rules) and this Agreement, the provisions in this Agreement will govern.
15.1.1. Notice. Mediation must be conducted within sixty (60) days from a party receiving written notice of Claims from a complaining party. The notice must contain a detailed description of the nature of the Claims and the requested relief sought.
15.1.2. Mediator Selection and Mediator Fees. A neutral mediator will be selected as mutually agreed upon by the parties. The mediator’s fees and costs will be paid to the mediator at the end of mediation, with both parties equally sharing the mediation costs and paying their own legal fees and costs.
15.1.3. Location. Mediation will occur in Salt Lake City, Utah, unless you are located in Australia, in which case mediation will occur in Melbourne, Victoria, Australia.
15.2. Judicial Action. If the parties are unable to resolve the Claim pursuant to the mandatory mediation referenced above (or if one of the parties refuses to participate in the mandatory mediation or fails to respond to a complaining party’s request for mediation), the parties may subsequently file a judicial action.
15.3. Disputes Not Subject to the Mediation Process. The following claims or actions are not subject to the mandatory mediation provisions of this Section 15:
15.3.1. A request for an order of injunctive relief and any related incidental damages;
15.3.2. A request for an order to prevent the disclosure of or misuse of Confidential Information or trade secrets; and/or
15.3.3. Enforcement of Client’s payment obligations as set forth under Section 7.
16. GENERAL.
16.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign or purport to assign any of its rights or obligations under this Agreement without the advance written consent of the other party (which must not be unreasonably withheld), except that Podium may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.
16.2. Notices. Any notice or communication to Podium under this Agreement must be in writing. Client must send any notices under this Agreement (including breach notices) to Podium Headquarters (include “Attn. Legal Department” in the subject line) or by email to legal@podium.com. Podium may send notices to the e-mail addresses on Client’s account or, at Podium’s option, to Client’s last-known postal address. Podium may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of such notice on Podium’s Website or the Services. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Podium is not responsible for any automatic filtering Client or its network provider may apply to email notifications.
16.3. Publicity. Unless otherwise specified in the applicable Subscription Documentation, Podium may use Client’s name, logo, and marks to identify Client as a Podium Client on Podium’s website and other marketing materials.
16.4. Podium Communication with Client. You agree that Podium may send you emails and text messages, including transactional, operational, and marketing messages, possibly using automated technology, to the email or phone number you provide to Podium. Message and/or data rates may apply to such messages, and you may opt out at any time. You will keep your contact information up to date and will notify Podium immediately in the event that your contact information changes.
16.5. Referral Programs. Podium may, from time to time, and in its sole discretion, offer referral programs or opportunities to certain Podium clients or users. Such programs or opportunities may include incentives for such clients or users to promote Podium and/or its Services to their family or friends. Participation in such programs or opportunities is completely voluntary and is subject to this Agreement and the Podium Referral Program Terms (“Referral Program Terms”). Podium may modify, discontinue, or terminate any referral program or similar opportunity at any time, without notice.
16.6. Subcontractors. Podium may use subcontractors and permit them to exercise the rights granted to Podium in order to provide the Services and related services under this Agreement. Podium will not be required to obtain Client’s consent or provide notice of such subcontracting or delegation. To avoid any doubt, Podium remains responsible for the performance of its obligations or the exercise of its rights under this Agreement regardless of any subcontracting or delegation.
16.7. Subpoenas. Nothing in this Agreement prevents Podium from disclosing Client Data to the extent required by law, subpoenas, or court orders, but Podium will use commercially reasonable efforts to notify Client where permitted to do so.
16.8. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
16.9. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
16.10. Amendments; Waivers. Podium may update or modify these Terms (including the Additional Terms and any referenced policies and other documents) from time to time by giving reasonable notice and posting a revised version on the Website or Services or by notification via the email associated with your account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Subscription Term. Immaterial modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, will constitute acceptance of the updated Terms. If Client does not agree to the updated Terms, Client will no longer have the right to use the Services, except where applicable Law requires different treatment. Except as otherwise described in this Section 16.10, any modification, supplementation, replacement, novation or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights or delay in exercising any right under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
16.11. Headings. The headings used in this Agreement are for ease of reference only. They are not intended as a complete restatement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.
16.12. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.
16.13. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Client acknowledges that each Subscription only permits use by and for the legal entity or entities identified in the Subscription Documentation and not any affiliates. Furthermore, Client’s affiliates are not permitted to use the Services under these Terms unless an affiliate agrees to these Terms individually and creates its own account.
16.14. Attorneys’ Fees and Costs. The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.
16.15. Entire Agreement. This Agreement, including these Terms and any applicable Subscription Documentation, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Podium Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. Any terms provided by Client (including as part of any purchase order or other business form used by Client) are for administrative purposes only and have no legal effect.
16.16. Counterparts; Electronic Transmission. This Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery will be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.
16.17. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
16.17.1. Australia Clients. If you are a Podium client located in Australia, this Agreement is governed by the laws of Victoria, Australia. To the extent permitted by law, the courts of Victoria, Australia, will be the exclusive jurisdiction for disputes arising out of or in connection with this Agreement.
16.18. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
16.19. Notice Regarding Apple. This Section 16.19 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Podium only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (a) product liability claims; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Effective May 13, 2023
Effective May 13th 2023 to May 19th 2023
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Table of Contents
Podium Terms of Service
Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (individually and collectively, the “Website”), is owned and operated by Podium Corporation, Inc. (“Podium,” “we,” “us,” or “our”). By using, installing, or accessing the Website or Services (as defined below), by signing or clicking to accept these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to be bound by the following terms and conditions (together, these “Terms”, or this “Agreement”).
If you are using a Podium Service on behalf of a company, organization, or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee, agent, or other authorized representative with all necessary authority to bind that entity to this Agreement.
This Agreement includes and hereby incorporates by reference any Subscription Documentation executed between you and Podium, as well as any policies or exhibits linked to or referenced herein. If you have entered into a separate written agreement with Podium concerning specific Services, the terms of such agreement control if there is any conflict between the terms of such agreement and these Terms. Please note that we may modify this Agreement as described in Section 16.10 below.
1. DEFINITIONS.
1.1. “Business Associate Agreement” (hereinafter “BAA”) means a written agreement between a Covered Entity and a Business Associate (as those terms are defined under HIPAA) containing the elements specified at 45 CFR 164.504(e).
1.2. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
1.3. “HIPAA” means the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160 and 162, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160, all as may be amended from time to time.
1.4. "Law(s)” means all applicable local, state, federal, and international laws, rules, and regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, Canada’s Anti-Spam Legislation (“CASL”), the Australian Consumer Law, the AU Privacy Act 1988 (Cth), and the AU Spam Act 2023 (Cth)
1.5. “Protected Health Information” (hereinafter “PHI”) has the same meaning as that term is defined in HIPAA.
1.6. “Territory” means the United States, Canada, and Australia, unless otherwise expressly set forth in Client’s Subscription Documentation.
Other terms are defined in other Sections of this Agreement.
2. SERVICES.
2.1. Services. Podium provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “Phones” (formerly Voice), and “Bulk Messages” (formerly Campaigns), payment processing and related services (“Payments”), certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time (together with the Website, the “Service(s)”). Client will, from time to time, enter into a proposal, quote, services/purchase agreement, order form, statement of work, or otherwise click to accept or agree to an online registration form ("Subscription Documentation"), which references this Agreement and details the Services ordered from Podium and, if applicable, the usage limits or other scope of use descriptions for the Services (including without limitation any usage or volume limits, numerical limits on Authorized Users, and descriptions of product feature levels) (“Scope of Use”). Client may be provided the option to purchase certain Services as part of a package or bundle offer (each, a “Bundle”), as detailed in the applicable Subscription Documentation. The Services included in Podium’s standard Bundles are currently specified here (for Services and pricing available in Australia, please contact us here). Podium has no obligation to provide any services or perform any tasks not specifically set forth in this Agreement, including any applicable Subscription Documentation.
2.2. Alteration of Subscription Documentation. Any amendments or modifications to any existing Subscription Documentation must be agreed to in writing by the parties. Podium has no obligation to perform any Services under any amended Subscription Documentation until the parties have agreed to the effect of such changes on the applicable Fees.
2.3. Modification of the Services. Podium reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), or to alter the offering of the Services (including by adding, limiting, or discontinuing certain Bundles) temporarily or permanently. Podium also reserves the right to replace certain Services and Bundles with functionally equivalent Services or Bundles, at its sole discretion. In the event Podium makes any modification or alteration to the Services or the offering thereof that has a material adverse effect on the functionality of the Services ordered under your Subscription Documentation, Client may terminate this Agreement and receive a pro-rated refund of pre-paid, unused Fees for the remainder of Client’s Subscription Term (as defined below).
2.4. Additional Terms. Client’s subscription to or use of certain Services or features of the Services may be subject to additional terms, policies, rules, or guidelines that we may post on or link to from these Terms or the Services (the “Additional Terms”). To the extent applicable, all Additional Terms are incorporated by this reference into, and made a part of, these Terms. If Client purchases or otherwise uses any of the following Services, Client’s use is subject to and Client accepts the applicable Additional Terms, as set forth below.
2.4.1. Podium Payments. If Client uses Podium Payments, Client agrees to be bound by the Podium Payments Service Terms.
2.4.2. Podium Phones. If Client uses Podium Phones, Client agrees to be bound by the Podium Phones Service Terms.
2.4.3. Podium Marketplace. If Client uses the Podium Marketplace, Client agrees to be bound by the Podium Marketplace Terms of Use.
2.4.4. Podium API. If Client uses the Podium API, Client agrees to be bound by the applicable terms of the Podium API Terms of Use.
2.4.5. Podium Developer Platform. If Client uses the Podium Developer Platform, Client agrees to be bound by the Podium Developer Terms.
3. USE RIGHTS; RESTRICTIONS.
3.1. Use of Services. Subject to all terms of this Agreement, including any Additional Terms, Podium grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory (to the extent available in the Territory) to: (a) install and use an object code copy of any mobile application associated with the Services; and (b) access and use the Services, designated on Client’s Subscription Documentation solely for Client’s internal business purposes, but only in accordance with this Agreement, Podium’s Acceptable Use Policy (“Acceptable Use Policy”), the applicable Subscription Documentation, and all applicable Scope of Use descriptions. Podium makes no representation that the Services are appropriate or available for use in locations outside the Territory (or that all products or features of the Services are available throughout the Territory). Furthermore, accessing the Services from territories where their content or use is illegal, is prohibited under this Agreement. If Client attempts to access or use the Services outside of the Territory, Client does so at its own initiative and is responsible for compliance with all Laws and any costs associated with access or use outside the Territory. You may not use or export the Services in violation of U.S. export laws and regulations.
3.2. Account Registration. Client must register for a Podium account in order to access or receive the Services. Account information must be accurate, current, and complete. Client agrees to keep its account information up to date so that Podium may send notices, statements, and other information by email or through Client’s account. Client is solely responsible for all use of its Services account(s). Podium will not be liable for any loss or damage arising from unauthorized use of Client’s account(s) not directly caused by Podium's actions or omissions.
3.3. Eligibility and Use by Others. By agreeing to these Terms, Client warrants that it and its employees, agents, contractors, and any other users (including but not limited to Developer Partners or Third-Party Providers) whom Client has authorized to access the Services on its behalf (“Authorized Users”): (a) are over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all Laws when using the Services. Client may permit its Authorized Users to use the Services provided their use is for Client’s benefit only and remains in compliance with this Agreement. Authorized Users are and will be subject to the applicable terms and conditions of this Agreement, which may be communicated by posting to the Website or on a click-through basis to Authorized Users upon access to the Services and/or Website.
3.4. Responsibility for Authorized Users. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with this Agreement. Client will be solely responsible for authorizing and creating user IDs, passwords, and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Provided, however, Podium may, in its sole discretion, suspend any Authorized User’s access to the Services, as set forth in Section 8.2 below. Client is solely responsible for ensuring that any user IDs, passwords, and other access credentials (such as API tokens) for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, Client is solely responsible for complying, and ensuring its Authorized Users comply, with all Laws applicable to Client. Client will be solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions.
3.5. Use by Customers. Any person that is a client, customer, or patient of Client, or that is a potential client, customer, or patient of Client (“Customer(s)”) who accesses and/or uses the Services, including via Client’s account or website, is subject to the Acceptable Use Policy and such other terms as may be provided by Podium from time to time, which includes Podium’s right to remove or disable access to any Customer or content or resource that violates the Acceptable Use Policy.
3.6. General Restrictions. Client must not (and must not allow any third party to): (a) rent, lease, copy, transfer, sublicense, or provide access to the Podium Technology (as defined below) to a third party (except Authorized Users as specifically authorized above); (b) incorporate the Podium Technology (or any portion thereof) into, or use it with or to provide, any site, product, or service, except as otherwise expressly authorized by Podium in writing; (c) use the Podium Technology (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (d) publicly disseminate information regarding the performance of the Podium Technology (which is deemed Podium’s Confidential Information); (e) modify or create a derivative work of the Podium Technology or any portion thereof or access the services with the intent to copy or create a competitive or derivate product/service; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Podium Technology or Services, except to the extent expressly permitted by applicable Law and then only upon advance notice to Podium; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the Podium Technology other than as specifically permitted above; (i) use the Services in violation of the Acceptable Use Policy; or (j) remove or obscure any proprietary or other notices contained in the Podium Technology including in any reports or output obtained from the Podium Technology.
3.7. Beta Releases and Free Access Subscriptions. Subject to Client’s compliance with the terms of this Agreement, Podium may provide Client with certain Services for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta”, or other early stage Services, integrations, or features (“Beta Release(s)”) for the Subscription Term set forth in the applicable Subscription Documentation (if applicable). This Section 3.7 and any relevant Additional Terms will apply to any Free Access Subscription or Beta Release (even if a Beta Release is provided for a fee or counts towards Client’s Scope of Use allocations) and supersedes any contrary provision in this Agreement. For the avoidance of doubt, Section 6 (Availability of Services; Support) will not apply to any Free Access Subscription or Beta Release; though Podium may use good faith efforts, in its discretion, to assist Client with Free Access Subscriptions or Beta Releases. Without limiting the other disclaimers and limitations in this Agreement, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT FREE ACCESS SUBSCRIPTIONS AND BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH PODIUM WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS AT CLIENT’S SOLE RISK. You may choose to use Free Access Subscriptions and Beta Releases at your sole discretion. Podium makes no guarantees or promises with respect to the continued availability of any Free Access Subscriptions or Beta Releases or that future versions of a Free Access Subscription or Beta Release will be released or will be available under the same commercial or other terms. Podium may discontinue Free Access Subscriptions or Beta Releases at any time, in our sole discretion, and decide not to make them generally available. Notwithstanding anything to the contrary herein, Podium may terminate Client’s right to use any Free Access Subscription or Beta Release at any time and with reasonable notice for any reason or no reason in Podium’s sole discretion, without liability.
4. CLIENT DATA.
4.1. Rights in Client Data. As between the parties, Client retains all right, title, and interest (including any intellectual property rights) in and to any text, images, or other content and data that Client selects or submits for use or incorporation with the Services (including without limitation, chat and message logs, Customer Data, PHI, or any Third-Party Content) (“Client Data”). To the extent Client is a Covered Entity or a Business Associate, as those terms are defined in HIPAA, "Client Data" also includes PHI. “Customer Data” means data related to the identity, characteristics, and activities of Customers, collected or submitted to the Services by Client or captured by the Services. “Third-Party Content” means content, data, or other materials that Client provides to the Podium Services from its third-party data providers, including through Third-Party Products (as defined below) used by Client. Client hereby grants Podium a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Client Data as necessary to provide the Services and related services to Client and as otherwise provided herein and in Podium's Privacy Policy (the "Privacy Policy"), and hereby instructs Podium to do the same. Client further instructs Podium to use and disclose Customer Data as necessary to provide the Services consistent with this Agreement and as otherwise set forth in the Privacy Policy.
4.2. Aggregate/Anonymous Data. Client agrees that Podium will have the right to generate usage data from Client use of the Services and may aggregate anonymized Client Data (“Aggregate/Anonymous Data”). Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is Podium Technology, which Podium may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Podium’s products and services and to create and distribute reports and other materials). Podium will not distribute Aggregate/Anonymous Data in a manner that personally identifies Client or its Customers, or that would otherwise violate applicable Laws. If Client and Podium have entered into a BAA, Podium will use the Aggregate/Anonymous Data only in conformity with the terms of such agreement.
4.3. Monitoring. Client understands and agrees that Podium may monitor and analyze Client Data or Customer Data (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Website or Services; to improve Client’s experience using the Website or Services; to customize and communicate informational or product offerings and promotions to Client; to ensure compliance with the Acceptable Use Policy (including taking corrective action permitted therein); and/or to make the Website or Services more helpful or useful to Client and other users. Client also understands that any third-party platform(s) or Third-Party Provider(s) Client elects to use or access in conjunction with the Services may also monitor and analyze the Client Data and/or Customer Data Client uses or accesses in connection with such third-party platforms, to customize and communicate information or product offerings and promotions to Client; to ensure compliance with applicable terms of use; and to make such third-party platform(s) more helpful or useful to Client and other users.
4.4. Security. Podium agrees to maintain physical, technical, and organizational measures designed, in its discretion, to secure its systems from unauthorized access, use, or disclosure. If Client is a Covered Entity or Business Associate, as defined in HIPAA, Podium and Client agree to the terms of Podium’s BAA (currently available at https://legal.podium.com/#BAA), which may be amended from time to time, and to secure and utilize PHI in accordance with the BAA. Podium takes no responsibility and assumes no liability for any Client Data other than its express security obligations in this Section 4.4.
4.5. Storage. Podium does not provide an archiving service. During the Subscription Term, Client acknowledges that Podium may delete Client Data no longer in active use. Additionally, Client understands and agrees that following termination, Podium may delete all Client Data in its possession. Except for requirements that are included in any BAA entered into between Podium and Client, Podium expressly disclaims all other obligations with respect to storage.
4.6. Privacy and Data Processing. The Privacy Policy describes how we handle the information you provide to us or we otherwise collect when you and your Customers use the Services. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including, as applicable, the transfer of this information to the United States and other countries for storage, processing, and use by Podium and its affiliates. Additionally, to the extent applicable, the parties agree that Podium’s Data Processing Addendum (“Data Processing Addendum” or “DPA”) governs in the event Podium Processes any Covered Data as Client’s Processor or Service Provider (as those terms are defined in the DPA) in connection with this Agreement.
5. CLIENT OBLIGATIONS.
5.1. Warranty. Client warrants and represents that it will use the Services in full compliance with all Laws and terms of this Agreement, including the Acceptable Use Policy, and that it will not use the Services in a manner that would cause Podium to violate any obligation with respect to any such Laws. Client also warrants and represents that: (a) Client has sole ownership of any Client Data it provides to Podium, or otherwise has legal rights to provide such Client Data, and Client Data will not violate third-party rights, including intellectual property, privacy, and publicity rights; (b) Podium’s possession and/or use of the Client Data on Client’s behalf in connection with the Services, as contemplated hereunder, will not violate any contract, statute, regulation, or other third-party rights; (c) any Client Data Client and/or Client’s authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, and will only concern Client or the goods and/or services that Client provides; (d) Client is authorized to provide Podium with any Customer, Client, or Authorized User information it provides in connection with the Services, including any personally identifying information; and (e) Client and/or Client’s Authorized User(s) will only use the Services for interaction with actual Customers. If Client receives any take-down requests or infringement notices related to Client Data or its use of Third-Party Products, it will promptly stop using these items with the Services and notify Podium immediately. Additionally, if an integration is included in the Services Client orders, Client grants Podium the right to access Client’s Data or Client’s CRM system directly or through a third-party service for the purposes of fulfilling Podium’s obligations under this Agreement, and Client warrants that Client is not restricted by law or applicable agreement from granting Podium such right.
5.2. Customer Consent; Intended Use of the Services. Client understands and agrees that the Services are intended to allow Client to communicate electronically only with Client’s own current Customers who have consented to the receipt of such communications and are provided with all necessary notices in accordance with applicable Laws. Accordingly, Client will for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing the Services; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use the Services to make or send communication only in compliance with all Laws, the terms of this Agreement (including the Acceptable Use Policy) and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client also understands and agrees that the Services are intended primarily to be used for transactional and/or informational communications. If Client uses the Services to make or send any written electronic communication (including but not limited text messages) that includes advertisements, marketing, telemarketing, or promotional messaging, as such are defined in applicable Laws (hereinafter, collectively “Marketing”), Client must, in each instance, clearly designate such message(s) as “Marketing” within the Service prior to sending. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated this Section 5.
6. AVAILABILITY OF SERVICES; SUPPORT.
6.1. Availability. Subject to the terms of this Agreement and any scheduled maintenance and unavailability caused by: (a) actions or omissions of Client; (b) failures, errors, or defects in the facilities, hardware, software, or network of Client; or (c) circumstances that constitute a force majeure event or that are beyond Podium’s reasonable control, the Services will be available for access via the Website 99.0% of the time during of the applicable Subscription Term. Client’s sole remedy and Podium’s sole liability for failure to meet the aforementioned availability will be support in accordance with Section 6.2.
6.2. Support. Podium makes available web-based support through the Website. Additional support services may be available to Client subject to payment of applicable fees (if any), as specified in any applicable Subscription Documentation. Any support services are subject to this Agreement and Podium’s applicable support policies, if any. Client is primarily responsible for its own account setup and onboarding. Podium may also provide onboarding, deployment, and other services under this Agreement, including via Third-Party Providers or subcontractors. If applicable, the scope, pricing, and other terms for these additional services will be set forth in the applicable Subscription Documentation. Podium’s ability to deliver the Services will depend on Client’s reasonable and timely cooperation and the accuracy and completeness of any information from Client needed to deliver the Services.
7. FEES AND PAYMENT.
7.1. Fees. Unless otherwise specified on Client's Subscription Documentation, the Services are provided on an ongoing, per license subscription-basis, including automatically recurring payments for periodic charges, according to the terms and conditions of the Subscription Documentation (“Subscription”). Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Additional Terms (collectively, the “Fees”). Except as otherwise specified in the applicable Subscription Documentation, unless Client terminates a Free Access Subscription prior to the lapse of the Free Access Subscription Term, such Services will convert to a paid Subscription and Client agrees to pay Podium the applicable Subscription Fees according to the terms of this Agreement. Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
7.2. Payment of Fees. Unless otherwise specified in the applicable Subscription Documentation, all Subscription Fees will be paid annually in advance (though overage fees, if any, may be charged in arrears), and all references to currency set forth herein will mean U.S. dollars, with all payments hereunder to be made in U.S. dollars. Subscription Fees are non-refundable and non-creditable, except as expressly set forth in Sections 2.3 (Modification of the Services) and 8.3 (Termination for Cause). If the payment method selected on Client's Subscription Documentation is credit card, ACH, or direct debit, Client acknowledges and authorizes Podium to charge Fees and other amounts automatically, on an auto-renew basis on your Subscription Start Date (as defined below) for each subsequent Subscription Term. For the avoidance of doubt, all additional Subscription Fees for additional Services accessed by Client will be billed when the Service is first accessed by Client and automatically, on an auto-renew basis on Client’s existing Subscription Start Date. Podium may from time to time provide notice to Client regarding any Renewal Term(s) and the auto-renew processes. The Subscription will continue unless and until you or Podium terminate your Subscription in accordance with Section 8. You must cancel your Subscription before it renews in order to avoid billing the next periodic Subscription Fees to your account. If Client elects to pay by credit card, then you are responsible for both (a) enabling auto-recharge on your account and (b) ensuring that your account has a sufficient positive balance to cover all Fees when due. Should Podium be unable to process/receive the Fees when due and owing, payment shall be considered overdue. Podium will have the right to charge interest on all overdue amounts equal to the maximum amounts allowed by applicable Law. Additionally, after payment becomes overdue, Podium will have the right to immediately suspend Client’s access to the Services and/or seek to enforce Client’s payment obligations, including through the use of third-party services. If Podium sends Client’s account for collection and/or initiates legal action to collect overdue amounts, Client will be liable for all cost and expenses of such action, including reasonable legal or attorney's fees, court costs, and expenses.
7.3. Taxes. Podium’s Fees are exclusive of all taxes, regulatory fees, or levies and Client must pay any applicable taxes regulatory fees, or levies (which for clients located in Australia, includes any applicable goods and services taxes as set out in a New Tax System (Goods and Services Tax) Act 1999 (Cth)), whether domestic or foreign, other than taxes based on the income of Podium. Client will make tax and regulatory fee payments to Podium to the extent amounts are included on Podium’s invoices.
7.4. Fee Increase. Podium reserves the right to determine the applicable Fees for any Service(s). While Podium will make reasonable efforts to keep the information relating to Fees published on its Website up to date, you should check the Website periodically for information about current Fees. If any Fees are specified on your Subscription Documentation, Podium may increase Fees applicable to you upon forty-five (45) days’ prior written notice, effective on the start date of your subsequent Subscription Term (if Client has not elected to opt out of the automatic renewal or renegotiate the Fees). Additionally, notwithstanding the foregoing, Podium may adjust the Payments Services Fees as set forth in the Payments Service Terms. Podium may also, from time to time and in its sole discretion, make promotional offers or different Fees available to its clients or other users. Such promotional offers will not apply to you or this Agreement unless specified in writing in your Subscription Documentation.
8. TERM AND TERMINATION.
8.1. Term. This Agreement is effective until the applicable Subscription Term for the Services has expired or the Subscription is terminated as expressly permitted herein. Unless otherwise stated in Client’s Subscription Documentation, the initial term for any Subscription to the Services is twelve (12) months and will automatically renew for subsequent periods of equal duration (the “Subscription Term”), unless either party gives written notice of non-renewal at least one (1) month before the end of the then-current Subscription Term. Client may give notice of non-renewal by sending an email to support@podium.com. If no Subscription start date is specified on the applicable Subscription Documentation, the Subscription starts when Client first obtains access to the Services (“Subscription Start Date”). By agreeing to any Subscription Documentation, Client is agreeing to pay applicable fees for the entire Subscription Term. Client cannot cancel or terminate a Subscription Term except as expressly permitted by this Section 8.1 (Term) or Section 8.3 (Termination for Cause). Unless Client’s Subscription Documentation expressly states otherwise, any additional Services purchased during Client’s Subscription Term will be coterminous with Client’s most recent Podium platform Subscription Term.
8.2. Suspension of Services. Podium may suspend Client’s (or any Authorized User’s, as applicable) access to the Services if: (a) Client’s account is overdue, or (b) Client has exceeded its Scope of Use limits. Podium may also suspend Client’s (or any Authorized User’s, as applicable) access to the Services, remove Client Data, or disable Third-Party Products if it determines that: (i) Client has breached Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations); or (ii) suspension is necessary to prevent harm or liability to other clients of Podium or third parties or to preserve the security, stability, availability, or integrity of the Services. Podium will have no liability for taking action as permitted above. For avoidance of doubt, Client will remain responsible for payment of Fees during any suspension period. Unless this Agreement has been terminated, Podium will cooperate with Client to restore access to the Services once it verifies that Client has resolved the condition requiring suspension.
8.3. Termination for Cause. Either party may terminate this Agreement, including any related Subscription Documentation, if the other party: (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). If Client terminates during the Subscription Term for any reason other than the foregoing, Client will be responsible for the Fees due for the entire Subscription Term. Podium may also terminate this Agreement or any related Subscription Documentation immediately if Client breaches Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations), for repeated violations of other Sections of this Agreement, or if applicable, a breach of the parties’ BAA.
8.4. Effect of Termination. Upon any expiration or termination of this Agreement or any Subscription Documentation: (a) Client’s license rights will terminate and it must immediately cease use of the Services (including any related Podium Technology) and delete (or, at Podium’s request, return) any and all copies of any Podium documentation, scripts, passwords or access codes, and any other Podium Confidential Information in Client’s possession, custody, or control; and (b) Client’s right to access any Client Data in the applicable Services will cease, and unless otherwise precluded by a BAA or other obligation under applicable Law, Podium may delete any such data in its possession at any time. If Podium terminates this Agreement for cause as provided in Section 8.3 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Client. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
8.5. Survival. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions); 3 (Use Rights; Restrictions); 4 (Client Data); 7 (Fees and Payment); 8 (Term and Termination); 9 (Confidential Information); 10 (Podium Technology); 11 (Third-Party Providers and Third-Party Products); 12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); 15 (Dispute Resolution); and 16 (General).
9. CONFIDENTIAL INFORMATION.
9.1. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, subcontractors, or Authorized Users having a legitimate need to know (which, for Podium, includes the subcontractors referenced in Section 16.6), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 9 and these recipients are bound to confidentiality obligations no less protective than this Section.
9.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law, subpoenas, or court orders, provided it uses commercially reasonable efforts to notify the other party (where permitted to do so) and cooperates in any effort by the other party to obtain confidential treatment for the information.
9.3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
10. PODIUM TECHNOLOGY.
10.1. Ownership and Updates. By accepting this Agreement, Client acknowledges that it is obtaining only a limited right to use the Services and irrespective of any use of the words “purchase”, “sale”, or similar terms, no ownership rights are transferred to Client under this Agreement and, except as expressly permitted by such limited right, Client may not make any use of Podium Technology. Client agrees that Podium (or its suppliers) exclusively retains all rights, title, and interest (including all intellectual property rights) in and to all Services, products, any and all related documentation, software, technology, code, know-how, logos, trademarks, service marks, and templates (including in any reports or output obtained from the Services), anything delivered as part of support, materials or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Feedback (as defined below) provided by Podium (collectively, "Podium Technology") (which is deemed Podium’s Confidential Information) and reserves any licenses not specifically granted herein. Furthermore, Podium exclusively owns and reserves all right, title, and interest in and to Podium’s Confidential Information and any data, in anonymized or aggregated form that does not identify you, any end users, or any natural person, generated or derived from the use or operation of the Services, including volumes, frequencies, bounce rates, and performance results for the Services. The Services are offered as an online, hosted product. Accordingly, Client acknowledges and agrees that it has no right to obtain a copy of the software behind any Services and that Podium at its option may make updates, bug fixes, modifications, or improvements to the Services from time-to-time.
10.2. Feedback. If Client elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, “Feedback”), Client hereby grants Podium a worldwide, perpetual, non-revocable, sublicensable, royalty-free right, and license to use, copy, disclose, license, distribute, and exploit any such Feedback in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
11. THIRD-PARTY PROVIDERS AND THIRD-PARTY PRODUCTS.
Podium may, from time to time, contract with a third party to facilitate certain features of the Services, including as described in Section 16.6 of this Agreement. Podium may also allow or facilitate Client to make arrangements with other third-party providers that provide products or services in connection with, but which are not included in, the Services as defined in this Agreement (“Third-Party Provider(s)”). If Client elects to use any Third-Party Provider(s) or any applications, integrations, add-ons, software, code, online services, systems, and other products that are not Podium Technology (“Third-Party Products”) in connection with the Services, such Third-Party Provider(s) or Third-Party Products may make Third-Party Content available to Client and may access Client’s instance of the Services, including Client Data. Client agrees and acknowledges that use of such Third-Party Provider(s) or Third-Party Products may require Client to enter into separate terms and conditions with such third-party. Unless Podium expressly agrees otherwise in a signed writing, Podium (a) is not a party to any such terms; (b) will not be liable thereunder; (c) does not warrant or support Third-Party Providers, Third-Party Products; or Third-Party Content; and (d) disclaims all responsibility and liability for Third-Party Providers and their access to the Services, including their modification, deletion, disclosure, or collection of Client Data. Podium is not responsible in any way for Client Data once it is transmitted, copied, or removed from the Services. Unless Podium expressly states otherwise in signed writing, Third-Party Providers are not “subcontractors'' under this Agreement, and Podium disclaims all responsibility and liability for the actions or omissions of any Third-Party Providers, including but not limited to Developers.
12. INDEMNIFICATION.
12.1. Indemnification by Client. Client will indemnify and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) your unauthorized use of, or misuse of, the Services, including but not limited to the Podium Marketplace and Podium API, as applicable; (b) your violation of, any claim that you have violated, any applicable Law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party (including but not limited to your Customers, any Developer Partners, and any Third-Party Providers); (d) any demand, dispute, or issue (including without limitation fee disputes) between you and any Payment Service Provider(s) (as defined in the applicable Additional Terms); (e) any Client Data; (f) Podium’s use, as contemplated in this Agreement, of any information provided to Podium by you or your Customers; (g) breach or alleged breach of this Agreement, including Client’s warranties and obligations; or (h) if applicable, any breach or alleged breach of Client’s obligations contained in the BAA. Client also agrees to defend the Podium Entities against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event Podium assumes exclusive defense of such claims, Client agrees to cooperate with our defense of any such claims. Client may not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12.2. Indemnification by Podium. Podium will indemnify and hold Client harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to (a) Podium’s gross negligence or willful misconduct; or (b) Podium’s infringement, misappropriation, or violation of a third party’s intellectual property rights. Podium also agrees to defend Client against these claims at Client’s request, but Client may participate in any claim through counsel of its own choosing and the Parties will reasonably cooperate on any defense. Podium must not settle any claim without Client’s prior written consent if the settlement does not fully release Client from liability or would require Client to admit fault, pay any amounts, or take or refrain from taking any action.
12.3. Exclusions to Podium’s Indemnification. Podium will not be required to indemnify Client in the event of: (a) modification of the Services by Client, its Authorized Users, Developer Partners, Third-Party Providers, affiliates, employees, or contractors in conflict with Client’s obligations or as a result of any prohibited activity under this Agreement, (b) use of the Services in a manner inconsistent with this Agreement, the Acceptable Use Policy, the Additional Terms, the Subscription Documentation, or any other agreement related to this Agreement, or (c) use of the Services in combination with any other application, product, or service not provided by Podium if such claim would not have occurred without such combination.
13. DISCLAIMERS.
13.1. EXCEPT AS PROVIDED EXPRESSLY HEREIN, ALL PODIUM TECHNOLOGY AND RELATED SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH THE PODIUM TECHNOLOGY ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM TECHNOLOGY WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM TECHNOLOGY WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, AND PODIUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY PROVIDERS, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON PODIUM TECHNOLOGY OR PODIUM’S RELATED SERVICES (INCLUDING CHANGES TO CLIENT PROPERTIES). THE DISCLAIMERS IN THIS SECTION 13 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
13.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS CLIENT(S) DO NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
13.3. For Clients Located in Australia Only. Neither this Section 13 (Disclaimers) nor Section 14 (Limitations of Liability) below excludes, restricts, or modifies the application of any provision of the Australian Consumer Law (ACL) (whether applicable as a law of the Commonwealth, or any state or territory of Australia), the exercise of any right to remedy conferred by the ACL, or the liability of Podium for a failure to comply with any applicable consumer guarantees where to do so would contravene the ACL or cause any part of these sections to be void.
14. LIMITATIONS OF LIABILITY.
14.1. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL PODIUM OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PODIUM’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CLIENT TO PODIUM FOR THE APPLICABLE SERVICE(S) OR RELATED SERVICE(S) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, PODIUM’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 14 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 14 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY PODIUM TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14.2. FOR CLIENTS LOCATED IN AUSTRALIA ONLY. TO THE EXTENT THAT LIABILITY CANNOT BE EXCLUDED UNDER THIS SECTION 14, AND WHERE THE ACL APPLIES, PODIUM’S LIABILITY IS LIMITED AT THE OPTION OF PODIUM TO (A) IN THE CASE OF ANY PRODUCT, ANY ONE OR MORE OF THE FOLLOWING (i) THE REPLACEMENT OF THE PRODUCT OR THE SUPPLY OF EQUIVALENT PRODUCT, (ii) THE REPAIR OF THE PRODUCT, (iii) THE PAYMENT OF THE COST OF REPLACING THE PRODUCT OR OF ACQUIRING EQUIVALENT PRODUCT, OR (iv) THE PAYMENT OF THE COST OF HAVING THE PRODUCT REQUIRED, IF APPLICABLE; AND (B) IN THE CASE OF ANY PODIUM TECHNOLOGY OR SERVICES OR RELATED SERVICES PERFORMED BY PODIUM: (i) THE SUPPLY OF THOSE SERVICES AGAIN, OR (ii) THE PAYMENT OF THE COST OF HAVING THOSE SERVICES APPLIED AGAIN.
15. DISPUTE RESOLUTION.
If a dispute arises between the parties related to this Agreement or the Services provided therefrom, and the dispute cannot be settled through informal negotiations, the parties agree to resolve their dispute (referred to herein as “Claim(s)”) as follows:
15.1. Mediation. The parties agree to participate in mediation to settle their Claims in accordance with the rules and procedures found in Utah Code § 78B-10-101 et seq. (Utah Uniform Mediation Act and referred to as “UUMA”) (or for clients located in Australia, the rules and procedures found in the Institute of Arbitrators and Mediators Australia Mediation Rules (“Rules”)) and this Agreement before a party can file a judicial action, whether in a court of law, an administrative body, government agency, or otherwise. If there are any conflicting provisions between UUMA (or for clients located in Australia, the Rules) and this Agreement, the provisions in this Agreement will govern.
15.1.1. Notice. Mediation must be conducted within sixty (60) days from a party receiving written notice of Claims from a complaining party. The notice must contain a detailed description of the nature of the Claims and the requested relief sought.
15.1.2. Mediator Selection and Mediator Fees. A neutral mediator will be selected as mutually agreed upon by the parties. The mediator’s fees and costs will be paid to the mediator at the end of mediation, with both parties equally sharing the mediation costs and paying their own legal fees and costs.
15.1.3. Location. Mediation will occur in Salt Lake City, Utah, unless you are located in Australia, in which case mediation will occur in Melbourne, Victoria, Australia.
15.2. Judicial Action. If the parties are unable to resolve the Claim pursuant to the mandatory mediation referenced above (or if one of the parties refuses to participate in the mandatory mediation or fails to respond to a complaining party’s request for mediation), the parties may subsequently file a judicial action.
15.3. Disputes Not Subject to the Mediation Process. The following claims or actions are not subject to the mandatory mediation provisions of this Section 15:
15.3.1. A request for an order of injunctive relief and any related incidental damages;
15.3.2. A request for an order to prevent the disclosure of or misuse of Confidential Information or trade secrets; and/or
15.3.3. Enforcement of Client’s payment obligations as set forth under Section 7.
16. GENERAL.
16.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign or purport to assign any of its rights or obligations under this Agreement without the advance written consent of the other party (which must not be unreasonably withheld), except that Podium may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.
16.2. Notices. Any notice or communication to Podium under this Agreement must be in writing. Client must send any notices under this Agreement (including breach notices) to Podium Headquarters (include “Attn. Legal Department” in the subject line) or by email to legal@podium.com. Podium may send notices to the e-mail addresses on Client’s account or, at Podium’s option, to Client’s last-known postal address. Podium may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of such notice on Podium’s Website or the Services. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Podium is not responsible for any automatic filtering Client or its network provider may apply to email notifications.
16.3. Publicity. Unless otherwise specified in the applicable Subscription Documentation, Podium may use Client’s name, logo, and marks to identify Client as a Podium Client on Podium’s website and other marketing materials.
16.4. Podium Communication with Client. You agree that Podium may send you emails and text messages, including transactional, operational, and marketing messages, possibly using automated technology, to the email or phone number you provide to Podium. Message and/or data rates may apply to such messages, and you may opt out at any time. You will keep your contact information up to date and will notify Podium immediately in the event that your contact information changes.
16.5. Referral Programs. Podium may, from time to time, and in its sole discretion, offer referral programs or opportunities to certain Podium clients or users. Such programs or opportunities may include incentives for such clients or users to promote Podium and/or its Services to their family or friends. Participation in such programs or opportunities is completely voluntary and is subject to this Agreement and the Podium Referral Program Terms (“Referral Program Terms”). Podium may modify, discontinue, or terminate any referral program or similar opportunity at any time, without notice.
16.6. Subcontractors. Podium may use subcontractors and permit them to exercise the rights granted to Podium in order to provide the Services and related services under this Agreement. Podium will not be required to obtain Client’s consent or provide notice of such subcontracting or delegation. To avoid any doubt, Podium remains responsible for the performance of its obligations or the exercise of its rights under this Agreement regardless of any subcontracting or delegation.
16.7. Subpoenas. Nothing in this Agreement prevents Podium from disclosing Client Data to the extent required by law, subpoenas, or court orders, but Podium will use commercially reasonable efforts to notify Client where permitted to do so.
16.8. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
16.9. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
16.10. Amendments; Waivers. Podium may update or modify these Terms (including the Additional Terms and any referenced policies and other documents) from time to time by giving reasonable notice and posting a revised version on the Website or Services or by notification via the email associated with your account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Subscription Term. Immaterial modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, will constitute acceptance of the updated Terms. If Client does not agree to the updated Terms, Client will no longer have the right to use the Services, except where applicable Law requires different treatment. Except as otherwise described in this Section 16.10, any modification, supplementation, replacement, novation or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights or delay in exercising any right under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
16.11. Headings. The headings used in this Agreement are for ease of reference only. They are not intended as a complete restatement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.
16.12. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.
16.13. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Client acknowledges that each Subscription only permits use by and for the legal entity or entities identified in the Subscription Documentation and not any affiliates. Furthermore, Client’s affiliates are not permitted to use the Services under these Terms unless an affiliate agrees to these Terms individually and creates its own account.
16.14. Attorneys’ Fees and Costs. The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.
16.15. Entire Agreement. This Agreement, including these Terms and any applicable Subscription Documentation, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Podium Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. Any terms provided by Client (including as part of any purchase order or other business form used by Client) are for administrative purposes only and have no legal effect.
16.16. Counterparts; Electronic Transmission. This Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery will be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.
16.17. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
16.17.1. Australia Clients. If you are a Podium client located in Australia, this Agreement is governed by the laws of Victoria, Australia. To the extent permitted by law, the courts of Victoria, Australia, will be the exclusive jurisdiction for disputes arising out of or in connection with this Agreement.
16.18. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
16.19. Notice Regarding Apple. This Section 16.19 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Podium only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (a) product liability claims; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Effective May 13, 2023
Effective February 1st 2023 to May 13th 2023
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Table of Contents
Podium Terms of Service
Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (individually and collectively, the “Website”), is owned and operated by Podium Corporation, Inc. (“Podium,” “we,”“us,” or “our”). By using, installing, or accessing the Website or Services (as defined below), by signing or clicking to accept these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to be bound by the following terms and conditions, including Podium’s Privacy Policy (together, these “Terms”, or this “Agreement”).
If you are using a Podium Service on behalf of a company, organization, or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee, agent, or other authorized representative with all necessary authority to bind that entity to this Agreement.
This Agreement includes and hereby incorporates by reference any Subscription Documentation executed between you and Podium, as well as any policies or exhibits linked to or referenced herein. If you have entered into a separate written agreement with Podium concerning specific Services, the terms of such agreement control if there is any conflict between the terms of such agreement and these Terms. Please note that we may modify this Agreement as described in Section 16.10 below.
1. DEFINITIONS.
1.1. “Business Associate Agreement” (hereinafter “BAA”) means a written agreement between a covered entity and a business associate containing the elements specified at 45 CFR 164.504(e).
1.2. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
1.3. “HIPAA” means the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160 and 162, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160, all as may be amended from time to time.
1.4. "Law(s)” means all applicable local, state, federal, and international laws, rules, and regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, and Canada’s Anti-Spam Legislation (“CASL”).
1.5. “Protected Health Information” (hereinafter “PHI”) has the same meaning as that term is defined in HIPAA.
1.6. “Territory” means the United States, Canada, and Australia, unless otherwise expressly set forth in Client’s Subscription Documentation.
Other terms are defined in other Sections of this Agreement.
2. SERVICES.
2.1. Services. Podium provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “Phones,” (formerly, Voice), and “Campaigns”), payment processing and related services (“Payments”), certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time (together with the Website, the “Service(s)”). Client will, from time to time, enter into a proposal, quote, services/purchase agreement, order form, statement of work, or otherwise click to accept or agree to an online registration form, which references this Agreement (“Subscription Documentation”) and details the Services ordered from Podium and, if applicable, the usage limits or other scope of use descriptions for the Services (including without limitation any usage or volume limits, numerical limits on Authorized Users, and descriptions of product feature levels) (the “Scope of Use”). Client may be provided the option to purchase certain Services as part of a package or bundle offer (each, a “Bundle”), as detailed in the applicable Subscription Documentation. The Services included in Podium’s Bundles are currently specified at https://www.podium.com/pricing/. Podium has no obligation to provide any services or perform any tasks not specifically set forth in this Agreement, including any applicable Subscription Documentation.
2.2. Alteration of Subscription Documentation. Any amendments or modifications to any existing Subscription Documentation must be agreed to in writing by the parties. Podium has no obligation to perform any Services under any amended Subscription Documentation until the parties have agreed to the effect of such changes on the applicable Fees.
2.3. Modification of the Services. Podium reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), or to alter the offering of the Services (including by adding, limiting, or discontinuing certain Bundle offers) temporarily or permanently. Podium also reserves the right to replace certain Services and Bundles with functionally equivalent Services or Bundles, at its sole discretion. In the event Podium makes any modification or alteration to the Services or the offering thereof that has a material adverse effect on the functionality of the Services ordered under your Subscription Documentation, Client may terminate this Agreement and receive a pro-rated refund of pre-paid unused Fees for the remainder of Client’s Subscription Term (as defined below).
2.4. Additional Terms. Client’s subscription to or use of certain Services may be subject to additional terms, policies, rules, or guidelines applicable to the Services or certain features of the Services that we may post on or link to from these Terms or the Services (the “Additional Terms”). To the extent applicable, all Additional Terms are incorporated by this reference into, and made a part of, these Terms. If Client purchases or otherwise uses any of the following Services, Client’s use is subject to and Client accepts the applicable Additional Terms, as set forth below.
2.4.1. Podium Payments. If Client uses Podium Payments, Client agrees to be bound by the Podium Payments Service Terms.
2.4.2. Podium Phones. If Client uses Podium Phones, Client agrees to be bound by the Podium Phones Service Terms.
2.4.3. Podium Marketplace. If Client uses the Podium Marketplace, Client agrees to be bound by the Podium Marketplace Terms of Use.
2.4.4. Podium API. If Client uses the Podium API, Client agrees to be bound by the applicable terms of the Podium API Terms of Use.
2.4.5. Podium Developer Platform. If Client uses the Podium Developer Platform, Client agrees to be bound by the Podium Developer Terms.
3. USE RIGHTS; RESTRICTIONS.
3.1. Use of Services. Subject to all terms and conditions of this Agreement, including any Additional Terms, Podium grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory (to the extent available in the Territory) to: (a) install and use an object code copy of any mobile application associated with the Services; and (b) access and use the Services, designated on Client’s Subscription Documentation solely for Client’s internal business purposes, but only in accordance with this Agreement, Podium’s Acceptable Use Policy (“Acceptable Use Policy”), the applicable Subscription Documentation, and all applicable Scope of Use descriptions. Although the Services may be accessible worldwide, Podium makes no representation that the Services are appropriate or available for use in locations outside the Territory (or that all products or features of the Services are available throughout the Territory). Furthermore, accessing the Services from territories where their content or use is illegal, is prohibited under this Agreement. Those who choose to access the Services from other locations do so at their own initiative and are responsible for compliance with local laws and any costs associated with access or use outside the Territory. You may not use or export the Services in violation of U.S. export laws and regulations.
3.2. Account Registration. Client must register for a Podium account in order to access or receive the Services. Account information must be accurate, current, and complete, and will be governed by Podium’s Privacy Policy as may be amended from time to time. Client agrees to keep its account information up to date so that Podium may send notices, statements, and other information by email or through Client’s account. By using or accessing the Website, Client agrees and consents to Podium’s use of cookies in accordance with the terms of Podium’s Privacy Policy. Client is solely responsible for all use of its Services account(s). Podium will not be liable for any loss or damage arising from unauthorized use of Client’s account(s).
3.3. Eligibility and Use by Others. By agreeing to these Terms, Client warrants that it and its employees, agents, contractors, and any other users (including but not limited to Developer Partners or Third-Party Providers) whom Client has authorized to access the Services on its behalf (“Authorized Users”): (a) are over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all Laws when using the Services. Client may permit its Authorized Users to use the Services provided their use is for Client’s benefit only and remains in compliance with this Agreement. Authorized Users are and will be subject to the applicable terms and conditions of this Agreement, which may be communicated by posting to the Website or on a click-through basis to Authorized Users upon access to the Services and/or Website.
3.4. Responsibility for Authorized Users. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with this Agreement. Client will be solely responsible for authorizing and creating user IDs, passwords, and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Provided, however, Podium may, in its sole discretion, suspend any Authorized User’s access to the Services. Client is solely responsible for ensuring that any user IDs, passwords, and other access credentials (such as API tokens) for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, Client is solely responsible for complying, and ensuring its Authorized Users comply, with all Laws applicable to Client. Client will be solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions.
3.5. Use by Customers. Any person that is a client, customer, or patient of Client, or that is a potential client, customer, or patient of Client (“Customer(s)”) who accesses and/or uses the Services, including via Client’s account or website, are subject to the Acceptable Use Policy and such other terms as may be provided by Podium from time to time, which includes Podium’s right to remove or disable access to any Customer or content or resource that violates the Acceptable Use Policy.
3.6. General Restrictions. Client must not (and must not allow any third party to): (a) rent, lease, copy, transfer, sublicense, or provide access to the Podium Technology (as defined below) to a third party (except Authorized Users as specifically authorized above); (b) incorporate the Podium Technology (or any portion thereof) into, or use it with or to provide, any site, product, or service; (c) use the Podium Technology (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (d) publicly disseminate information regarding the performance of the Podium Technology (which is deemed Podium’s Confidential Information); (e) modify or create a derivative work of the Podium Technology or any portion thereof; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Podium Technology or Services, except to the extent expressly permitted by applicable Law and then only upon advance notice to Podium; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the Podium Technology other than as specifically permitted above; (i) use the Services in violation of the Acceptable Use Policy; or (j) remove or obscure any proprietary or other notices contained in the Podium Technology including in any reports or output obtained from the Podium Technology.
3.7. Beta Releases and Free Access Subscriptions. Subject to Client’s compliance with the terms of this Agreement, Podium may provide Client with certain Services for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta”, or other early-stage Services, integrations, or features (“Beta Releases”) for the Subscription Term set forth in the applicable Subscription Documentation (if applicable). This Section 3.7 and any relevant Additional Terms will apply to any Free Access Subscription or Beta Release (even if a Beta Release is provided for a fee or counts towards Client’s Scope of Use allocations) and supersedes any contrary provision in this Agreement. For the avoidance of doubt, Section 6 (Availability of Services; Support) will not apply to any Free Access Subscription or Beta Release. Podium may use good faith efforts in its discretion to assist Client with Free Access Subscriptions or Beta Releases. Without limiting the other disclaimers and limitations in this Agreement, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. WITH RESPECT TO BETA RELEASES, CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH PODIUM WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A BETA RELEASE IS AT CLIENT’S SOLE RISK. You may choose to use Free Access Subscriptions and Beta Releases at your sole discretion. Podium makes no guarantees or promises with respect to the continued availability of any Free Access Subscriptions or Beta Releases or that future versions of a Free Access Subscription or Beta Release will be released or will be available under the same commercial or other terms. Podium may discontinue Beta Releases at any time, in our sole discretion, and decide not to make any Beta Releases generally available. Notwithstanding anything to the contrary herein, Podium may terminate Client’s right to use any Free Access Subscription or Beta Release at any time for any reason or no reason in Podium’s sole discretion, without liability.
4. CLIENT DATA.
4.1. Rights in Client Data. As between the parties, Client retains all right, title, and interest (including any intellectual property rights) in and to any text, images, or other content and data that Client selects or submits for use or incorporation with the Services (including without limitation, chat and message logs, Customer Data, PHI, or any Third-Party Content) (“Client Data”). “Customer Data” means data related to the identity, characteristics, and activities of Customers, collected or submitted to the Services by Client or captured by the Services. To the extent Client is a Covered Entity or a Business Associate, as those terms are defined in HIPAA, “Client Data” also includes PHI. “Third-Party Content” means content, data, or other materials that Client provides to the Podium Services from its third-party data providers, including through Third-Party Products (as defined below) used by Client. Client hereby grants Podium a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Client Data solely to the extent necessary to provide the Services and related services to Client and as otherwise provided herein. Client further instructs Podium to use and disclose Client Data and Customer Data as necessary to (a) provide the Services consistent with this Agreement and Podium’s Privacy Policy, including detecting, investigating, and preventing security incidents, spam, fraud, or unlawful use of the Services, and (b) respond to Client’s inquiries or any technical problems and ensure the Services are working properly.
4.2. Aggregate/Anonymous Data. Client agrees that Podium will have the right to generate usage data from Client use of the Services and may aggregate anonymized Client Data (“Aggregate/Anonymous Data”). Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is Podium Technology, which Podium may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Podium’s products and services and to create and distribute reports and other materials). Podium will not distribute Aggregate/Anonymous Data in a manner that personally identifies Client or its Customers, or that would otherwise violate applicable Laws. If Client and Podium have entered into a BAA, Podium will use the Aggregate/Anonymous Data only in conformity with the terms of such agreement.
4.3. Monitoring. Client understands and agrees that Podium may monitor and analyze Client Data or Customer Data (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Website or Services; to improve Client’s experience using the Website or Services; to customize and communicate informational or product offerings and promotions to Client; to ensure compliance with the Acceptable Use Policy (including taking corrective action permitted therein); and/or to make the Website or Services more helpful or useful to Client and other users. Client also understands that any third-party platform(s) or Third-Party Provider(s) Client elects to use or access in conjunction with the Services may also monitor and analyze the Client Data and/or Customer Data Client uses or accesses in connection with such third-party platforms, to customize and communicate information or product offerings and promotions to Client; to ensure compliance with applicable terms of use; and to make such third-party platform(s) more helpful or useful to Client and other users.
4.4. Security. Podium agrees to maintain physical, technical, and organizational measures designed, in its discretion, to secure its systems from unauthorized access, use, or disclosure. If Client is a Covered Entity or Business Associate, as defined in HIPAA, Podium and Client agree to the terms of Podium’s BAA (currently available at https://legal.podium.com/#BAA), which may be amended from time to time, and to secure and utilize PHI in accordance with the BAA. Podium takes no responsibility and assumes no liability for any Client Data other than its express security obligations in this Section 4.4.
4.5. Storage. Podium does not provide an archiving service. During the Subscription Term, Client acknowledges that Podium may delete Client Data no longer in active use. Except for requirements that are included in any BAA entered into between Podium and Client, Podium expressly disclaims all other obligations with respect to storage.
5. CLIENT OBLIGATIONS.
5.1. Warranty. Client warrants and represents that it will use the Services in full compliance with all Laws and terms of this Agreement, including the Acceptable Use Policy, and that it will not use the Services in a manner that would cause Podium to violate any obligation with respect to any such Laws. Client also warrants and represents that: (a) Client has sole ownership of any Client Data it provides to Podium, or otherwise has legal rights to provide such Client Data, and Client Data and Podium’s use thereof will not violate third-party rights, including intellectual property, privacy, and publicity rights; (b) Podium’s possession and/or use of the Client Data on Client’s behalf in connection with the Services, as contemplated hereunder, will not violate any contract, statute, or regulation; (c) any Client Data Client and/or Client’s authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, and will only concern Client or the goods and/or services that Client provides; (d) Client is authorized to provide Podium with any Customer, Client, or Authorized User information it provides in connection with the Services, including any personally identifying information; and (e) Client and/or Client’s Authorized User(s) will only use the Services for interaction with actual Customers. If Client receives any take-down requests or infringement notices related to Client Data or its use of Third-Party Products, it will promptly stop using these items with the Services and notify Podium immediately. Additionally, if an integration is included in the Services Client orders, Client grants Podium the right to access Client’s Data or Client’s CRM system directly or through a third-party service for the purposes of fulfilling Podium’s obligations under this Agreement, and Client warrants that Client is not restricted by law or applicable agreement from granting Podium such right. Podium will not be held liable for any consequences of false and/or inaccurate content published to an online review or ratings website through Podium by Client or its Authorized Users.
5.2. Customer Consent; Intended Use of the Services. Client understands and agrees that the Services are intended to allow Client to send electronic communication, including but not limited to text messages, only to Client’s own current Customers who have consented to the receipt of such communications and are provided with necessary notices in accordance with applicable Laws. Client also understands and agrees that the Services are intended primarily to be used to send transactional and/or informational messages, not advertisements, marketing, telemarketing, or promotional messages, as such are defined in applicable Laws (hereinafter, collectively “Marketing”), and that Client may use the Services to send Marketing messages only via Podium Campaigns. Accordingly, Client will for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing the Services; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) send Marketing messages through Podium only via Podium Campaigns and only in compliance with all Laws, the terms of this Agreement, including the Acceptable Use Policy, and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated this Section 5.
6. AVAILABILITY OF SERVICES; SUPPORT.
6.1. Availability. Subject to the terms of this Agreement and any scheduled maintenance and unavailability caused by: (a) actions or omissions of Client; (b) failures, errors, or defects in the facilities, hardware, software, or network of Client; or (c) circumstances that constitute a force majeure event or that are beyond Podium’s reasonable control, the Services will be available for access via the Website 99.0% of the time during of the applicable Subscription Term. Client’s sole remedy and Podium’s sole liability for failure to meet the aforementioned availability will be support in accordance with Section 6.2.
6.2. Support. Podium makes available web-based support through the Website. Additional support services may be available to Client subject to payment of applicable fees (if any), as specified in any applicable Subscription Documentation. Any support services are subject to this Agreement and Podium’s applicable support policies, if any. Client is primarily responsible for its own account setup and onboarding. Podium may also provide onboarding, deployment, and other services under this Agreement, including via Third-Party Providers or subcontractors. If applicable, the scope, pricing, and other terms for these additional services will be set forth in the applicable Subscription Documentation. Podium’s ability to deliver the Services will depend on Client’s reasonable and timely cooperation and the accuracy and completeness of any information from Client needed to deliver the Services.
7. FEES AND PAYMENT.
7.1. Fees. Unless otherwise specified on the applicable Subscription Documentation, the Services are provided on an ongoing, per-license subscription-basis including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the Subscription Documentation (“Subscription”). Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Additional Terms (collectively, the “Fees”). Except as otherwise specified in the applicable Subscription Documentation, unless Client terminates a Free Access Subscription prior to the lapse of the Free Access Subscription Term, such Services will convert to a paid Subscription and Client agrees to pay Podium the applicable Subscription Fees according to the terms of this Agreement. Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
7.2. Payment of Fees. Unless otherwise specified in the applicable Subscription Documentation, all Subscription Fees will be paid annually in advance, though overage fees (if any) may be charged in arrears, and all references to currency set forth herein will mean U.S. dollars, with all payments hereunder to be made in U.S. dollars. Subscription Fees are non-refundable and non-creditable, except as expressly set forth in Sections 2.3 (Modification of the Services) and 8.3 (Termination for Cause). If the payment method selected on the applicable Subscription Documentation is credit card, ACH, or direct debit, Client authorizes Podium to charge the Subscription Fees automatically, on an auto-renew basis on your Subscription Start Date (as defined below) for each subsequent Subscription Term. For the avoidance of doubt, all additional Subscription Fees for additional Services accessed by Client will be billed when the Service is first accessed by Client and automatically, on an auto-renew basis on Client’s existing Subscription Start Date. The Subscription will continue unless and until you or Podium terminate your Subscription in accordance with Section 8. You must cancel your Subscription before it renews in order to avoid billing the next periodic Subscription Fees to your account. If Client elects to pay by credit card, then you are responsible for both (a) enabling auto-recharge on your account and (b) ensuring that your account has a sufficient positive balance to cover all Fees when due. Should Podium be unable to process/receive the Fees when due and owing, payment shall be considered overdue. Podium will have the right to charge interest on all overdue amounts equal to the maximum amounts allowed by applicable Law. Additionally, after payment becomes overdue, Podium will have the right to immediately suspend Client’s access to the Services and/or seek to enforce Client’s payment obligations including through the use of third-party services.
7.3. Taxes. Podium’s Fees are exclusive of all taxes and regulatory fees, and Client must pay any applicable taxes regulatory fees, or levies, whether domestic or foreign, other than taxes based on the income of Podium. Client will make tax and regulatory fee payments to Podium to the extent amounts are included on Podium’s invoices.
7.4. Fee Increase. Podium reserves the right to determine the applicable Fees for any Services. While Podium will make reasonable efforts to keep the information relating to Fees published on its Website up to date, you should check the Website periodically for information about current Fees. If any Fees are specified on your Subscription Documentation, Podium may increase Fees applicable to you upon forty-five (45) days’ prior written notice, effective on the start date of your subsequent Subscription Term. Additionally, notwithstanding the foregoing, Podium may adjust the Payments Services Fees as set forth in the Payments Service Terms. Podium may also, from time to time and in its sole discretion, make promotional offers or different Fees available to its clients or other users. Such promotional offers will not apply to you or this Agreement unless specified in writing in your Subscription Documentation.
8. TERM AND TERMINATION.
8.1. Term. This Agreement is effective until the applicable Subscription Term for the Services has expired or the Subscription is terminated as expressly permitted herein. Unless otherwise stated in Client’s Subscription Documentation, the initial term for any Subscription to the Services is twelve (12) months and will automatically renew for subsequent periods of equal duration (the “Subscription Term”), unless either party gives written notice of non-renewal at least one (1) month before the end of the then-current Subscription Term. Client may give notice of non-renewal by sending an email to support@podium.com. If no Subscription start date is specified on the applicable Subscription Documentation, the Subscription starts when Client first obtains access to the Services (“Subscription Start Date”). By agreeing to any Subscription Documentation, Client is agreeing to pay applicable fees for the entire Subscription Term. Client cannot cancel or terminate a Subscription Term except as expressly permitted by this Section 8.1 or Section 8.3 (Termination for Cause). Unless Client’s Subscription Documentation expressly states otherwise, any additional Services purchased during Client’s Subscription Term will be coterminous with Client’s most recent Podium platform Subscription Term.
8.2. Suspension of Services. Podium may suspend Client’s (or any Authorized User’s, as applicable) access to the Services if: (a) Client’s account is overdue, or (b) Client has exceeded its Scope of Use limits. Podium may also suspend Client’s (or any Authorized User’s, as applicable) access to the Services, remove Client Data, or disable Third-Party Products if it determines that: (i) Client has breached Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations); or (ii) suspension is necessary to prevent harm or liability to other clients of Podium or third parties or to preserve the security, stability, availability, or integrity of the Services. Podium will have no liability for taking action as permitted above. For avoidance of doubt, Client will remain responsible for payment of Fees during any suspension period. Unless this Agreement has been terminated, Podium will cooperate with Client to restore access to the Services once it verifies that Client has resolved the condition requiring suspension.
8.3. Termination for Cause. Either party may terminate this Agreement, including any related Subscription Documentation, if the other party: (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). If Client terminates during the Subscription Term for any reason other than the foregoing, Client will be responsible for the Fees due for the entire Subscription Term. Podium may also terminate this Agreement or any related Subscription Documentation immediately if Client breaches Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations), for repeated violations of other Sections of this Agreement, or if applicable, a breach of the parties’ BAA.
8.4. Effect of Termination. Upon any expiration or termination of this Agreement or any Subscription Documentation: (a) Client’s license rights will terminate and it must immediately cease use of the Services (including any related Podium Technology) and delete (or, at Podium’s request, return) any and all copies of any Podium documentation, scripts, passwords or access codes, and any other Podium Confidential Information in Client’s possession, custody, or control; and (b) Client’s right to access any Client Data in the applicable Services will cease, and unless otherwise precluded by a BAA, Podium may delete any such data in its possession at any time. If Podium terminates this Agreement for cause as provided in Section 8.3 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Client. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
8.5. Survival. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions); 3 (Use Rights; Restrictions); 4 (Client Data); 7 (Fees and Payment); 8 (Term and Termination); 9 (Confidential Information); 10 (Podium Technology); 11 (Third-Party Providers and Third-Party Products); 12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); 15 (Dispute Resolution); and 16 (General).
9. CONFIDENTIAL INFORMATION.
9.1. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, subcontractors, or Authorized Users having a legitimate need to know (which, for Podium, includes the subcontractors referenced in Section 16.6), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 9 and these recipients are bound to confidentiality obligations no less protective than this Section.
9.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law, subpoenas, or court orders, provided it uses commercially reasonable efforts to notify the other party where permitted to do so) and cooperates in any effort by the other party to obtain confidential treatment for the information.
9.3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
10. PODIUM TECHNOLOGY.
10.1. Ownership and Updates. By accepting this Agreement, Client acknowledges that it is obtaining only a limited right to use the Services and irrespective of any use of the words “purchase”, “sale”, or similar terms, no ownership rights are transferred to Client under this Agreement and, except as expressly permitted by such limited right, Client may not make any use of Podium Technology. Client agrees that Podium (or its suppliers) exclusively retains all rights, title, and interest (including all intellectual property rights) in and to all Services, products, any and all related documentation, software, technology, code, know-how, logos, trademarks, service marks, and templates (including in any reports or output obtained from the Services), anything delivered as part of support, materials or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Feedback (as defined below) (“Podium Technology”) provided by Podium (which is deemed Podium’s Confidential Information) and reserves any licenses not specifically granted herein. Furthermore, Podium exclusively owns and reserves all right, title, and interest in and to Podium’s Confidential Information and any data, in anonymized or aggregated form that does not identify you, any end users, or any natural person, generated or derived from the use or operation of the Services, including volumes, frequencies, bounce rates, and performance results for the Services. The Services are offered as an online, hosted product. Accordingly, Client acknowledges and agrees that it has no right to obtain a copy of the software behind any Services and that Podium at its option may make updates, bug fixes, modifications, or improvements to the Services from time-to-time.
10.2. Feedback. If Client elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, “Feedback”), Client hereby grants Podium a worldwide, perpetual, non-revocable, sublicensable, royalty-free right, and license to use, copy, disclose, license, distribute, and exploit any such Feedback in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
11. THIRD-PARTY PRODUCTS AND INTEGRATIONS.
Podium may, from time to time, contract with a third party to facilitate certain features of the Services, including as described in Section 16.6 of this Agreement. Podium may also allow or facilitate Client to make arrangements with other third-party providers that provide products or services in connection with, but which are not included in, the Services as described in this Agreement (“Third-Party Provider(s)”). If Client elects to use any Third-Party Provider(s) or any applications, integrations, add-ons, software, code, online services, systems, and other products that are not Podium Technology (“Third-Party Products”) in connection with the Services, such Third-Party Provider(s) or Third-Party Products may make Third-Party Content available to Client and may access Client’s instance of the Services, including Client Data. Client agrees and acknowledges that use of such Third-Party Provider(s) or Third-Party Products may require Client to enter into separate terms and conditions with such third-party. Unless Podium expressly agrees otherwise in a signed writing, Podium (a) is not a party to any such terms; (b) will not be liable thereunder; (c) does not warrant or support Third-Party Providers, Third-Party Products; or Third-Party Content; and (d) disclaims all responsibility and liability for these providers and items and their access to the Services, including their modification, deletion, disclosure, or collection of Client Data. Podium is not responsible in any way for Client Data once it is transmitted, copied, or removed from the Services.
12. INDEMNIFICATION.
12.1. Indemnification by Client. Client will indemnify and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) your unauthorized use of, or misuse of, the Services, including but not limited to the Podium Marketplace and Podium API, as applicable; (b) your violation of, any claim that you have violated, any applicable Law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party (including but not limited to your Customers, any Developer Partners, and any Third-Party Providers); (d) any demand, dispute, or issue (including without limitation fee disputes) between you and any Payment Service Provider(s) (as defined in the applicable Additional Terms); (e) any Client Data; (f) Podium’s use, as contemplated in this Agreement, of any information provided to Podium by you or your Customers; (g) breach or alleged breach of this Agreement, including Client’s warranties and obligations; or (h) if applicable, alleged breach or breach of Client’s obligations contained in the BAA. Client also agrees to defend the Podium Entities against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event Podium assumes exclusive defense of such claims, Client agrees to cooperate with our defense of any such claims. Client may not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12.2. Indemnification by Podium. Podium will indemnify and hold Client harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to (a) Podium’s gross negligence or willful misconduct; or (b) Podium’s infringement, misappropriation, or violation of a third party’s intellectual property rights. Podium also agrees to defend Client against these claims at Client’s request, but Client may participate in any claim through counsel of its own choosing and the Parties will reasonably cooperate on any defense. Podium must not settle any claim without Client’s prior written consent if the settlement does not fully release Client from liability or would require Client to admit fault, pay any amounts, or take or refrain from taking any action.
12.3. Exclusions to Podium’s Indemnification. Podium will not be required to indemnify Client in the event of: (a) modification of the Services by Client, its Authorized Users, Developer Partners, Third-Party Providers, affiliates, employees, or contractors in conflict with Client’s obligations or as a result of any prohibited activity under this Agreement, (b) use of the Services in a manner inconsistent with this Agreement, the Acceptable Use Policy, the Additional Terms, the Subscription Documentation, or any other agreement related to this Agreement, or (c) use of the Services in combination with any other application, product, or service not provided by Podium if such claim would not have occurred without such combination.
13. DISCLAIMERS.
13.1. EXCEPT AS PROVIDED EXPRESSLY HEREIN, ALL PODIUM TECHNOLOGY AND RELATED SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH THE PODIUM TECHNOLOGY ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM TECHNOLOGY WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM TECHNOLOGY WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, AND PODIUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY PROVIDERS, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON PODIUM TECHNOLOGY OR PODIUM’S RELATED SERVICES (INCLUDING CHANGES TO CLIENT PROPERTIES). THE DISCLAIMERS IN THIS SECTION 13 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
13.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS CLIENT(S) DO NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
14. LIMITATIONS OF LIABILITY.
TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL PODIUM OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PODIUM’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CLIENT TO PODIUM FOR THE APPLICABLE SERVICE(S) OR RELATED SERVICE(S) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, PODIUM’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 14 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 14 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY PODIUM TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
15. DISPUTE RESOLUTION.
If a dispute arises between the parties related to this Agreement or the Services provided therefrom, and the dispute cannot be settled through informal negotiations, the parties agree to resolve their dispute (referred to herein as “Claim(s)”) as follows:
15.1. Mediation. The parties agree to participate in mediation to settle their Claims in accordance with the rules and procedures found in Utah Code § 78B-10-101 et seq. (Utah Uniform Mediation Act and referred to as “UUMA”) and this Agreement before a party can file a judicial action, whether in a court of law, an administrative body, government agency, or otherwise. If there are any conflicting provisions between UUMA and this Agreement, the provisions in this Agreement will govern.
15.1.1. Notice. Mediation must be conducted within sixty (60) days from a party receiving written notice of Claims from a complaining party. The notice must contain a detailed description of the nature of the Claims and the requested relief sought.
15.1.2. Mediator Selection and Mediator Fees. A neutral mediator will be selected as mutually agreed upon by the parties. The mediator’s fees and costs will be paid to the mediator at the end of mediation, with both parties equally sharing the mediation costs and paying their own legal fees and costs.
15.1.3. Location. Mediation will occur in Salt Lake City, Utah.
15.2. Judicial Action. If the parties are unable to resolve the Claim pursuant to the mandatory mediation referenced above (or if one of the parties refuses to participate in the mandatory mediation or fails to respond to a complaining party’s request for mediation), the parties may subsequently file a judicial action.
15.3. Disputes Not Subject to the Mediation Process. The following claims or actions are not subject to the mandatory mediation provisions of this Section 15:
15.3.1. A request for an order of injunctive relief and any related incidental damages;
15.3.2. A request for an order to prevent the disclosure of or misuse of Confidential Information or trade secrets; and/or
15.3.3. Enforcement of Client’s payment obligations as set forth under Section 7.
16. GENERAL.
16.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that Podium may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.
16.2. Notices. Any notice or communication to Podium under this Agreement must be in writing. Client must send any notices under this Agreement (including breach notices) to Podium Headquarters (include “Attn. Legal Department” in the subject line) or by email to legal@podium.com. Podium may send notices to the e-mail addresses on Client’s account or, at Podium’s option, to Client’s last-known postal address. Podium may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of such notice on Podium’s Website or the Services. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Podium is not responsible for any automatic filtering Client or its network provider may apply to email notifications.
16.3. Publicity. Unless otherwise specified in the applicable Subscription Documentation, Podium may use Client’s name, logo, and marks to identify Client as a Podium Client on Podium’s website and other marketing materials.
16.4. Podium Communication with Client. You agree that Podium may send you emails and text messages, including transactional, operational, and marketing messages, possibly using automated technology, to the email or phone number you provide to Podium. Message and/or data rates may apply to such messages, and you may opt out at any time. You will keep your contact information up to date and will notify Podium immediately in the event that your contact information changes.
16.5. Referral Programs. Podium may, from time to time, and in its sole discretion, offer referral programs or opportunities to certain Podium clients or users. Such programs or opportunities may include incentives for such clients or users to promote Podium and/or its Services to their family or friends. Participation in such programs or opportunities is completely voluntary and is subject to this Agreement and the Podium Referral Submission Terms (“Referral Submission Terms”). Podium may modify, discontinue, or terminate any referral program or similar opportunity at any time, without notice.
16.6. Subcontractors. Podium may use subcontractors and permit them to exercise the rights granted to Podium in order to provide the Services and related services under this Agreement. Unless Podium expressly states otherwise in signed writing, Third-Party Providers are not “subcontractors” under this Agreement, and Podium disclaims all responsibility and liability for the actions or omissions of any Third-Party Providers, including but not limited to Developers.
16.7. Subpoenas. Nothing in this Agreement prevents Podium from disclosing Client Data to the extent required by law, subpoenas, or court orders, but Podium will use commercially reasonable efforts to notify Client where permitted to do so.
16.8. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
16.9. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
16.10. Amendments; Waivers. Podium may update or modify these Terms (including the Additional Terms and any referenced policies and other documents) from time to time by posting a revised version on the Website or Services or by notification via the email associated with your account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Subscription Term. Immaterial modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, will constitute acceptance of the updated Terms. If Client does not agree to the updated Terms, Client will no longer have the right to use the Services. Except as otherwise described in this Section 16.10, any modification or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
16.11. Headings. The headings used in this Agreement are for ease of reference only. They are not intended as a complete re-statement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.
16.12. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.
16.13. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Client acknowledges that each Subscription only permits use by and for the legal entity or entities identified in the Subscription Documentation and not any affiliates. Furthermore, Client’s affiliates are not permitted to use the Services under these Terms unless an affiliate agrees to these Terms individually and creates its own account.
16.14. Attorneys’ Fees and Costs. The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.
16.15. Entire Agreement. This Agreement, including these Terms and any applicable Subscription Documentation, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Podium Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. Any terms provided by Client (including as part of any purchase order or other business form used by Client) are for administrative purposes only and have no legal effect.
16.16. Counterparts; Electronic Transmission. This Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery will be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.
16.17. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
16.18. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
16.19. Notice Regarding Apple. This Section 16.19 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Podium only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (a) product liability claims; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Effective October 19th 2022 to February 1st 2023
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Table of Contents
Podium Terms of Service
Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (individually and collectively, the “Website”), is owned and operated by Podium Corporation, Inc. (“Podium,” “we,”“us,” or “our”). By using, installing, or accessing the Website or Services (as defined below), by signing or clicking to accept these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to be bound by the following terms and conditions, including Podium’s Privacy Policy (together, these “Terms”, or this “Agreement”).
If you are using a Podium Service on behalf of a company, organization, or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee, agent, or other authorized representative with all necessary authority to bind that entity to this Agreement.
This Agreement includes and hereby incorporates by reference any Subscription Documentation executed between you and Podium, as well as any policies or exhibits linked to or referenced herein. If you have entered into a separate written agreement with Podium concerning specific Services, the terms of such agreement control if there is any conflict between the terms of such agreement and these Terms. Please note that we may modify this Agreement as described in Section 16.10 below.
1. DEFINITIONS.
1.1. “Business Associate Agreement” (hereinafter “BAA”) means a written agreement between a covered entity and a business associate containing the elements specified at 45 CFR 164.504(e).
1.2. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
1.3. “HIPAA” means the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160 and 162, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160, all as may be amended from time to time.
1.4. "Law(s)” means all applicable local, state, federal, and international laws, rules, and regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, and Canada’s Anti-Spam Legislation (“CASL”).
1.5. “Protected Health Information” (hereinafter “PHI”) has the same meaning as that term is defined in HIPAA.
1.6. “Territory” means the United States, Canada, and Australia, unless otherwise expressly set forth in Client’s Subscription Documentation.
Other terms are defined in other Sections of this Agreement.
2. SERVICES.
2.1. Services. Podium provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “Voice,” and “Campaigns”), payment processing and related services (“Payments”), certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time (together with the Website, the “Service(s)”). Client will, from time to time, enter into a proposal, quote, services/purchase agreement, order form, statement of work, or otherwise click to accept or agree to an online registration form, which references this Agreement (“Subscription Documentation”) and details the Services ordered from Podium and, if applicable, the usage limits or other scope of use descriptions for the Services (including without limitation any usage or volume limits, numerical limits on Authorized Users, and descriptions of product feature levels) (the “Scope of Use”). Client may be provided the option to purchase certain Services as part of a package or bundle offer (each, a “Bundle”), as detailed in the applicable Subscription Documentation. The Services included in Podium’s Bundles are currently specified at https://www.podium.com/pricing/. Podium has no obligation to provide any services or perform any tasks not specifically set forth in this Agreement, including any applicable Subscription Documentation.
2.2. Alteration of Subscription Documentation. Any amendments or modifications to any existing Subscription Documentation must be agreed to in writing by the parties. Podium has no obligation to perform any Services under any amended Subscription Documentation until the parties have agreed to the effect of such changes on the applicable Fees.
2.3. Modification of the Services. Podium reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), or to alter the offering of the Services (including by adding, limiting, or discontinuing certain Bundle offers) temporarily or permanently. Podium also reserves the right to replace certain Services and Bundles with functionally equivalent Services or Bundles, at its sole discretion. In the event Podium makes any modification or alteration to the Services or the offering thereof that has a material adverse effect on the functionality of the Services ordered under your Subscription Documentation, Client may terminate this Agreement and receive a pro-rated refund of pre-paid unused Fees for the remainder of Client’s Subscription Term (as defined below).
2.4. Additional Terms. Client’s subscription to or use of certain Services may be subject to additional terms, policies, rules, or guidelines applicable to the Services or certain features of the Services that we may post on or link to from these Terms or the Services (the “Additional Terms”). To the extent applicable, all Additional Terms are incorporated by this reference into, and made a part of, these Terms. If Client purchases or otherwise uses any of the following Services, Client’s use is subject to and Client accepts the applicable Additional Terms, as set forth below.
2.4.1. Podium Payments. If Client uses Podium Payments, Client agrees to be bound by the Podium Payments Service Terms.
2.4.2. Podium Voice. If Client uses the Podium Voice, Client agrees to be bound by the Podium Voice Service Terms.
2.4.3. Podium Marketplace. If Client uses the Podium Marketplace, Client agrees to be bound by the Podium Marketplace Terms of Use.
2.4.4. Podium API. If Client uses the Podium API, Client agrees to be bound by the applicable terms of the Podium API Terms of Use.
2.4.5. Podium Developer Platform. If Client uses the Podium Developer Platform, Client agrees to be bound by the Podium Developer Terms.
3. USE RIGHTS; RESTRICTIONS.
3.1. Use of Services. Subject to all terms and conditions of this Agreement, including any Additional Terms, Podium grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory (to the extent available in the Territory) to: (a) install and use an object code copy of any mobile application associated with the Services; and (b) access and use the Services, designated on Client’s Subscription Documentation solely for Client’s internal business purposes, but only in accordance with this Agreement, Podium’s Acceptable Use Policy (“Acceptable Use Policy”), the applicable Subscription Documentation, and all applicable Scope of Use descriptions. Although the Services may be accessible worldwide, Podium makes no representation that the Services are appropriate or available for use in locations outside the Territory (or that all products or features of the Services are available throughout the Territory). Furthermore, accessing the Services from territories where their content or use is illegal, is prohibited under this Agreement. Those who choose to access the Services from other locations do so at their own initiative and are responsible for compliance with local laws and any costs associated with access or use outside the Territory. You may not use or export the Services in violation of U.S. export laws and regulations.
3.2. Account Registration. Client must register for a Podium account in order to access or receive the Services. Account information must be accurate, current, and complete, and will be governed by Podium’s Privacy Policy as may be amended from time to time. Client agrees to keep its account information up to date so that Podium may send notices, statements, and other information by email or through Client’s account. By using or accessing the Website, Client agrees and consents to Podium’s use of cookies in accordance with the terms of Podium’s Privacy Policy. Client is solely responsible for all use of its Services account(s). Podium will not be liable for any loss or damage arising from unauthorized use of Client’s account(s).
3.3. Eligibility and Use by Others. By agreeing to these Terms, Client warrants that it and its employees, agents, contractors, and any other users (including but not limited to Developer Partners or Third-Party Providers) whom Client has authorized to access the Services on its behalf (“Authorized Users”): (a) are over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all Laws when using the Services. Client may permit its Authorized Users to use the Services provided their use is for Client’s benefit only and remains in compliance with this Agreement. Authorized Users are and will be subject to the applicable terms and conditions of this Agreement, which may be communicated by posting to the Website or on a click-through basis to Authorized Users upon access to the Services and/or Website.
3.4. Responsibility for Authorized Users. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with this Agreement. Client will be solely responsible for authorizing and creating user IDs, passwords, and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Provided, however, Podium may, in its sole discretion, suspend any Authorized User’s access to the Services. Client is solely responsible for ensuring that any user IDs, passwords, and other access credentials (such as API tokens) for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, Client is solely responsible for complying, and ensuring its Authorized Users comply, with all Laws applicable to Client. Client will be solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions.
3.5. Use by Customers. Any person that is a client, customer, or patient of Client, or that is a potential client, customer, or patient of Client (“Customer(s)”) who accesses and/or uses the Services, including via Client’s account or website, are subject to the Acceptable Use Policy and such other terms as may be provided by Podium from time to time, which includes Podium’s right to remove or disable access to any Customer or content or resource that violates the Acceptable Use Policy.
3.6. General Restrictions. Client must not (and must not allow any third party to): (a) rent, lease, copy, transfer, sublicense, or provide access to the Podium Technology (as defined below) to a third party (except Authorized Users as specifically authorized above); (b) incorporate the Podium Technology (or any portion thereof) into, or use it with or to provide, any site, product, or service; (c) use the Podium Technology (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (d) publicly disseminate information regarding the performance of the Podium Technology (which is deemed Podium’s Confidential Information); (e) modify or create a derivative work of the Podium Technology or any portion thereof; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Podium Technology or Services, except to the extent expressly permitted by applicable Law and then only upon advance notice to Podium; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the Podium Technology other than as specifically permitted above; (i) use the Services in violation of the Acceptable Use Policy; or (j) remove or obscure any proprietary or other notices contained in the Podium Technology including in any reports or output obtained from the Podium Technology.
3.7. Beta Releases and Free Access Subscriptions. Subject to Client’s compliance with the terms of this Agreement, Podium may provide Client with certain Services for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta”, or other early-stage Services, integrations, or features (“Beta Releases”) for the Subscription Term set forth in the applicable Subscription Documentation (if applicable). This Section 3.7 and any relevant Additional Terms will apply to any Free Access Subscription or Beta Release (even if a Beta Release is provided for a fee or counts towards Client’s Scope of Use allocations) and supersedes any contrary provision in this Agreement. For the avoidance of doubt, Section 6 (Availability of Services; Support) will not apply to any Free Access Subscription or Beta Release. Podium may use good faith efforts in its discretion to assist Client with Free Access Subscriptions or Beta Releases. Without limiting the other disclaimers and limitations in this Agreement, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. WITH RESPECT TO BETA RELEASES, CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH PODIUM WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A BETA RELEASE IS AT CLIENT’S SOLE RISK. You may choose to use Free Access Subscriptions and Beta Releases at your sole discretion. Podium makes no guarantees or promises with respect to the continued availability of any Free Access Subscriptions or Beta Releases or that future versions of a Free Access Subscription or Beta Release will be released or will be available under the same commercial or other terms. Podium may discontinue Beta Releases at any time, in our sole discretion, and decide not to make any Beta Releases generally available. Notwithstanding anything to the contrary herein, Podium may terminate Client’s right to use any Free Access Subscription or Beta Release at any time for any reason or no reason in Podium’s sole discretion, without liability.
4. CLIENT DATA.
4.1. Rights in Client Data. As between the parties, Client retains all right, title, and interest (including any intellectual property rights) in and to any text, images, or other content and data that Client selects or submits for use or incorporation with the Services (including without limitation, chat and message logs, Customer Data, PHI, or any Third-Party Content) (“Client Data”). “Customer Data” means data related to the identity, characteristics, and activities of Customers, collected or submitted to the Services by Client or captured by the Services. To the extent Client is a Covered Entity or a Business Associate, as those terms are defined in HIPAA, “Client Data” also includes PHI. “Third-Party Content” means content, data, or other materials that Client provides to the Podium Services from its third-party data providers, including through Third-Party Products (as defined below) used by Client. Client hereby grants Podium a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Client Data solely to the extent necessary to provide the Services and related services to Client and as otherwise provided herein. Client further instructs Podium to use and disclose Client Data and Customer Data as necessary to (a) provide the Services consistent with this Agreement and Podium’s Privacy Policy, including detecting, investigating, and preventing security incidents, spam, fraud, or unlawful use of the Services, and (b) respond to Client’s inquiries or any technical problems and ensure the Services are working properly.
4.2. Aggregate/Anonymous Data. Client agrees that Podium will have the right to generate usage data from Client use of the Services and may aggregate anonymized Client Data (“Aggregate/Anonymous Data”). Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is Podium Technology, which Podium may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Podium’s products and services and to create and distribute reports and other materials). Podium will not distribute Aggregate/Anonymous Data in a manner that personally identifies Client or its Customers, or that would otherwise violate applicable Laws. If Client and Podium have entered into a BAA, Podium will use the Aggregate/Anonymous Data only in conformity with the terms of such agreement.
4.3. Monitoring. Client understands and agrees that Podium may monitor and analyze Client Data or Customer Data (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Website or Services; to improve Client’s experience using the Website or Services; to customize and communicate informational or product offerings and promotions to Client; to ensure compliance with the Acceptable Use Policy (including taking corrective action permitted therein); and/or to make the Website or Services more helpful or useful to Client and other users. Client also understands that any third-party platform(s) or Third-Party Provider(s) Client elects to use or access in conjunction with the Services may also monitor and analyze the Client Data and/or Customer Data Client uses or accesses in connection with such third-party platforms, to customize and communicate information or product offerings and promotions to Client; to ensure compliance with applicable terms of use; and to make such third-party platform(s) more helpful or useful to Client and other users.
4.4. Security. Podium agrees to maintain physical, technical, and organizational measures designed, in its discretion, to secure its systems from unauthorized access, use, or disclosure. If Client is a Covered Entity or Business Associate, as defined in HIPAA, Podium and Client agree to the terms of Podium’s BAA (currently available at https://legal.podium.com/#BAA), which may be amended from time to time, and to secure and utilize PHI in accordance with the BAA. Podium takes no responsibility and assumes no liability for any Client Data other than its express security obligations in this Section 4.4.
4.5. Storage. Podium does not provide an archiving service. During the Subscription Term, Client acknowledges that Podium may delete Client Data no longer in active use. Except for requirements that are included in any BAA entered into between Podium and Client, Podium expressly disclaims all other obligations with respect to storage.
5. CLIENT OBLIGATIONS.
5.1. Warranty. Client warrants and represents that it will use the Services in full compliance with all Laws and terms of this Agreement, including the Acceptable Use Policy, and that it will not use the Services in a manner that would cause Podium to violate any obligation with respect to any such Laws. Client also warrants and represents that: (a) Client has sole ownership of any Client Data it provides to Podium, or otherwise has legal rights to provide such Client Data, and Client Data and Podium’s use thereof will not violate third-party rights, including intellectual property, privacy, and publicity rights; (b) Podium’s possession and/or use of the Client Data on Client’s behalf in connection with the Services, as contemplated hereunder, will not violate any contract, statute, or regulation; (c) any Client Data Client and/or Client’s authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, and will only concern Client or the goods and/or services that Client provides; (d) Client is authorized to provide Podium with any Customer, Client, or Authorized User information it provides in connection with the Services, including any personally identifying information; and (e) Client and/or Client’s Authorized User(s) will only use the Services for interaction with actual Customers. If Client receives any take-down requests or infringement notices related to Client Data or its use of Third-Party Products, it will promptly stop using these items with the Services and notify Podium immediately. Additionally, if an integration is included in the Services Client orders, Client grants Podium the right to access Client’s Data or Client’s CRM system directly or through a third-party service for the purposes of fulfilling Podium’s obligations under this Agreement, and Client warrants that Client is not restricted by law or applicable agreement from granting Podium such right. Podium will not be held liable for any consequences of false and/or inaccurate content published to an online review or ratings website through Podium by Client or its Authorized Users.
5.2. Customer Consent; Intended Use of the Services. Client understands and agrees that the Services are intended to allow Client to send electronic communication, including but not limited to text messages, only to Client’s own current Customers who have consented to the receipt of such communications and are provided with necessary notices in accordance with applicable Laws. Client also understands and agrees that the Services are intended primarily to be used to send transactional and/or informational messages, not advertisements, marketing, telemarketing, or promotional messages, as such are defined in applicable Laws (hereinafter, collectively “Marketing”), and that Client may use the Services to send Marketing messages only via Podium Campaigns. Accordingly, Client will for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing the Services; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) send Marketing messages through Podium only via Podium Campaigns and only in compliance with all Laws, the terms of this Agreement, including the Acceptable Use Policy, and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated this Section 5.
6. AVAILABILITY OF SERVICES; SUPPORT.
6.1. Availability. Subject to the terms of this Agreement and any scheduled maintenance and unavailability caused by: (a) actions or omissions of Client; (b) failures, errors, or defects in the facilities, hardware, software, or network of Client; or (c) circumstances that constitute a force majeure event or that are beyond Podium’s reasonable control, the Services will be available for access via the Website 99.0% of the time during of the applicable Subscription Term. Client’s sole remedy and Podium’s sole liability for failure to meet the aforementioned availability will be support in accordance with Section 6.2.
6.2. Support. Podium makes available web-based support through the Website. Additional support services may be available to Client subject to payment of applicable fees (if any), as specified in any applicable Subscription Documentation. Any support services are subject to this Agreement and Podium’s applicable support policies, if any. Client is primarily responsible for its own account setup and onboarding. Podium may also provide onboarding, deployment, and other services under this Agreement, including via Third-Party Providers or subcontractors. If applicable, the scope, pricing, and other terms for these additional services will be set forth in the applicable Subscription Documentation. Podium’s ability to deliver the Services will depend on Client’s reasonable and timely cooperation and the accuracy and completeness of any information from Client needed to deliver the Services.
7. FEES AND PAYMENT.
7.1. Fees. Unless otherwise specified on the applicable Subscription Documentation, the Services are provided on an ongoing, per-license subscription-basis including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the Subscription Documentation (“Subscription”). Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Additional Terms (collectively, the “Fees”). Except as otherwise specified in the applicable Subscription Documentation, unless Client terminates a Free Access Subscription prior to the lapse of the Free Access Subscription Term, such Services will convert to a paid Subscription and Client agrees to pay Podium the applicable Subscription Fees according to the terms of this Agreement. Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
7.2. Payment of Fees. Unless otherwise specified in the applicable Subscription Documentation, all Subscription Fees will be paid annually in advance, though overage fees (if any) may be charged in arrears, and all references to currency set forth herein will mean U.S. dollars, with all payments hereunder to be made in U.S. dollars. Subscription Fees are non-refundable and non-creditable, except as expressly set forth in Sections 2.3 (Modification of the Services) and 8.3 (Termination for Cause). If the payment method selected on the applicable Subscription Documentation is credit card, ACH, or direct debit, Client authorizes Podium to charge the Subscription Fees automatically, on an auto-renew basis on your Subscription Start Date (as defined below) for each subsequent Subscription Term. For the avoidance of doubt, all additional Subscription Fees for additional Services accessed by Client will be billed when the Service is first accessed by Client and automatically, on an auto-renew basis on Client’s existing Subscription Start Date. The Subscription will continue unless and until you or Podium terminate your Subscription in accordance with Section 8. You must cancel your Subscription before it renews in order to avoid billing the next periodic Subscription Fees to your account. If Client elects to pay by credit card, then you are responsible for both (a) enabling auto-recharge on your account and (b) ensuring that your account has a sufficient positive balance to cover all Fees when due. Should Podium be unable to process/receive the Fees when due and owing, payment shall be considered overdue. Podium will have the right to charge interest on all overdue amounts equal to the maximum amounts allowed by applicable Law. Additionally, after payment becomes overdue, Podium will have the right to immediately suspend Client’s access to the Services and/or seek to enforce Client’s payment obligations including through the use of third-party services.
7.3. Taxes. Podium’s Fees are exclusive of all taxes and regulatory fees, and Client must pay any applicable taxes regulatory fees, or levies, whether domestic or foreign, other than taxes based on the income of Podium. Client will make tax and regulatory fee payments to Podium to the extent amounts are included on Podium’s invoices.
7.4. Fee Increase. Podium reserves the right to determine the applicable Fees for any Services. While Podium will make reasonable efforts to keep the information relating to Fees published on its Website up to date, you should check the Website periodically for information about current Fees. If any Fees are specified on your Subscription Documentation, Podium may increase Fees applicable to you upon forty-five (45) days’ prior written notice, effective on the start date of your subsequent Subscription Term. Additionally, notwithstanding the foregoing, Podium may adjust the Payments Services Fees as set forth in the Payments Service Terms. Podium may also, from time to time and in its sole discretion, make promotional offers or different Fees available to its clients or other users. Such promotional offers will not apply to you or this Agreement unless specified in writing in your Subscription Documentation.
8. TERM AND TERMINATION.
8.1. Term. This Agreement is effective until the applicable Subscription Term for the Services has expired or the Subscription is terminated as expressly permitted herein. Unless otherwise stated in Client’s Subscription Documentation, the initial term for any Subscription to the Services is twelve (12) months and will automatically renew for subsequent periods of equal duration (the “Subscription Term”), unless either party gives written notice of non-renewal at least one (1) month before the end of the then-current Subscription Term. Client may give notice of non-renewal by sending an email to support@podium.com. If no Subscription start date is specified on the applicable Subscription Documentation, the Subscription starts when Client first obtains access to the Services (“Subscription Start Date”). By agreeing to any Subscription Documentation, Client is agreeing to pay applicable fees for the entire Subscription Term. Client cannot cancel or terminate a Subscription Term except as expressly permitted by this Section 8.1 or Section 8.3 (Termination for Cause). Unless Client’s Subscription Documentation expressly states otherwise, any additional Services purchased during Client’s Subscription Term will be coterminous with Client’s most recent Podium platform Subscription Term.
8.2. Suspension of Services. Podium may suspend Client’s (or any Authorized User’s, as applicable) access to the Services if: (a) Client’s account is overdue, or (b) Client has exceeded its Scope of Use limits. Podium may also suspend Client’s (or any Authorized User’s, as applicable) access to the Services, remove Client Data, or disable Third-Party Products if it determines that: (i) Client has breached Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations); or (ii) suspension is necessary to prevent harm or liability to other clients of Podium or third parties or to preserve the security, stability, availability, or integrity of the Services. Podium will have no liability for taking action as permitted above. For avoidance of doubt, Client will remain responsible for payment of Fees during any suspension period. Unless this Agreement has been terminated, Podium will cooperate with Client to restore access to the Services once it verifies that Client has resolved the condition requiring suspension.
8.3. Termination for Cause. Either party may terminate this Agreement, including any related Subscription Documentation, if the other party: (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). If Client terminates during the Subscription Term for any reason other than the foregoing, Client will be responsible for the Fees due for the entire Subscription Term. Podium may also terminate this Agreement or any related Subscription Documentation immediately if Client breaches Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations), for repeated violations of other Sections of this Agreement, or if applicable, a breach of the parties’ BAA.
8.4. Effect of Termination. Upon any expiration or termination of this Agreement or any Subscription Documentation: (a) Client’s license rights will terminate and it must immediately cease use of the Services (including any related Podium Technology) and delete (or, at Podium’s request, return) any and all copies of any Podium documentation, scripts, passwords or access codes, and any other Podium Confidential Information in Client’s possession, custody, or control; and (b) Client’s right to access any Client Data in the applicable Services will cease, and unless otherwise precluded by a BAA, Podium may delete any such data in its possession at any time. If Podium terminates this Agreement for cause as provided in Section 8.3 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Client. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
8.5. Survival. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions); 3 (Use Rights; Restrictions); 4 (Client Data); 7 (Fees and Payment); 8 (Term and Termination); 9 (Confidential Information); 10 (Podium Technology); 11 (Third-Party Providers and Third-Party Products); 12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); 15 (Dispute Resolution); and 16 (General).
9. CONFIDENTIAL INFORMATION.
9.1. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, subcontractors, or Authorized Users having a legitimate need to know (which, for Podium, includes the subcontractors referenced in Section 16.6), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 9 and these recipients are bound to confidentiality obligations no less protective than this Section.
9.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law, subpoenas, or court orders, provided it uses commercially reasonable efforts to notify the other party where permitted to do so) and cooperates in any effort by the other party to obtain confidential treatment for the information.
9.3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
10. PODIUM TECHNOLOGY.
10.1. Ownership and Updates. By accepting this Agreement, Client acknowledges that it is obtaining only a limited right to use the Services and irrespective of any use of the words “purchase”, “sale”, or similar terms, no ownership rights are transferred to Client under this Agreement and, except as expressly permitted by such limited right, Client may not make any use of Podium Technology. Client agrees that Podium (or its suppliers) exclusively retains all rights, title, and interest (including all intellectual property rights) in and to all Services, products, any and all related documentation, software, technology, code, know-how, logos, trademarks, service marks, and templates (including in any reports or output obtained from the Services), anything delivered as part of support, materials or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Feedback (as defined below) (“Podium Technology”) provided by Podium (which is deemed Podium’s Confidential Information) and reserves any licenses not specifically granted herein. Furthermore, Podium exclusively owns and reserves all right, title, and interest in and to Podium’s Confidential Information and any data, in anonymized or aggregated form that does not identify you, any end users, or any natural person, generated or derived from the use or operation of the Services, including volumes, frequencies, bounce rates, and performance results for the Services. The Services are offered as an online, hosted product. Accordingly, Client acknowledges and agrees that it has no right to obtain a copy of the software behind any Services and that Podium at its option may make updates, bug fixes, modifications, or improvements to the Services from time-to-time.
10.2. Feedback. If Client elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, “Feedback”), Client hereby grants Podium a worldwide, perpetual, non-revocable, sublicensable, royalty-free right, and license to use, copy, disclose, license, distribute, and exploit any such Feedback in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
11. THIRD-PARTY PRODUCTS AND INTEGRATIONS.
Podium may, from time to time, contract with a third party to facilitate certain features of the Services, including as described in Section 16.6 of this Agreement. Podium may also allow or facilitate Client to make arrangements with other third-party providers that provide products or services in connection with, but which are not included in, the Services as described in this Agreement (“Third-Party Provider(s)”). If Client elects to use any Third-Party Provider(s) or any applications, integrations, add-ons, software, code, online services, systems, and other products that are not Podium Technology (“Third-Party Products”) in connection with the Services, such Third-Party Provider(s) or Third-Party Products may make Third-Party Content available to Client and may access Client’s instance of the Services, including Client Data. Client agrees and acknowledges that use of such Third-Party Provider(s) or Third-Party Products may require Client to enter into separate terms and conditions with such third-party. Unless Podium expressly agrees otherwise in a signed writing, Podium (a) is not a party to any such terms; (b) will not be liable thereunder; (c) does not warrant or support Third-Party Providers, Third-Party Products; or Third-Party Content; and (d) disclaims all responsibility and liability for these providers and items and their access to the Services, including their modification, deletion, disclosure, or collection of Client Data. Podium is not responsible in any way for Client Data once it is transmitted, copied, or removed from the Services.
12. INDEMNIFICATION.
12.1. Indemnification by Client. Client will indemnify and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) your unauthorized use of, or misuse of, the Services, including but not limited to the Podium Marketplace and Podium API, as applicable; (b) your violation of, any claim that you have violated, any applicable Law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party (including but not limited to your Customers, any Developer Partners, and any Third-Party Providers); (d) any demand, dispute, or issue (including without limitation fee disputes) between you and any Payment Service Provider(s) (as defined in the applicable Additional Terms); (e) any Client Data; (f) Podium’s use, as contemplated in this Agreement, of any information provided to Podium by you or your Customers; (g) breach or alleged breach of this Agreement, including Client’s warranties and obligations; or (h) if applicable, alleged breach or breach of Client’s obligations contained in the BAA. Client also agrees to defend the Podium Entities against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event Podium assumes exclusive defense of such claims, Client agrees to cooperate with our defense of any such claims. Client may not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12.2. Indemnification by Podium. Podium will indemnify and hold Client harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to (a) Podium’s gross negligence or willful misconduct; or (b) Podium’s infringement, misappropriation, or violation of a third party’s intellectual property rights. Podium also agrees to defend Client against these claims at Client’s request, but Client may participate in any claim through counsel of its own choosing and the Parties will reasonably cooperate on any defense. Podium must not settle any claim without Client’s prior written consent if the settlement does not fully release Client from liability or would require Client to admit fault, pay any amounts, or take or refrain from taking any action.
12.3. Exclusions to Podium’s Indemnification. Podium will not be required to indemnify Client in the event of: (a) modification of the Services by Client, its Authorized Users, Developer Partners, Third-Party Providers, affiliates, employees, or contractors in conflict with Client’s obligations or as a result of any prohibited activity under this Agreement, (b) use of the Services in a manner inconsistent with this Agreement, the Acceptable Use Policy, the Additional Terms, the Subscription Documentation, or any other agreement related to this Agreement, or (c) use of the Services in combination with any other application, product, or service not provided by Podium if such claim would not have occurred without such combination.
13. DISCLAIMERS.
13.1. EXCEPT AS PROVIDED EXPRESSLY HEREIN, ALL PODIUM TECHNOLOGY AND RELATED SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH THE PODIUM TECHNOLOGY ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM TECHNOLOGY WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM TECHNOLOGY WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, AND PODIUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY PROVIDERS, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON PODIUM TECHNOLOGY OR PODIUM’S RELATED SERVICES (INCLUDING CHANGES TO CLIENT PROPERTIES). THE DISCLAIMERS IN THIS SECTION 13 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
13.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS CLIENT(S) DO NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
14. LIMITATIONS OF LIABILITY.
TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL PODIUM OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PODIUM’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CLIENT TO PODIUM FOR THE APPLICABLE SERVICE(S) OR RELATED SERVICE(S) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, PODIUM’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 14 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 14 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY PODIUM TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
15. DISPUTE RESOLUTION.
If a dispute arises between the parties related to this Agreement or the Services provided therefrom, and the dispute cannot be settled through informal negotiations, the parties agree to resolve their dispute (referred to herein as “Claim(s)”) as follows:
15.1. Mediation. The parties agree to participate in mediation to settle their Claims in accordance with the rules and procedures found in Utah Code § 78B-10-101 et seq. (Utah Uniform Mediation Act and referred to as “UUMA”) and this Agreement before a party can file a judicial action, whether in a court of law, an administrative body, government agency, or otherwise. If there are any conflicting provisions between UUMA and this Agreement, the provisions in this Agreement will govern.
15.1.1. Notice. Mediation must be conducted within sixty (60) days from a party receiving written notice of Claims from a complaining party. The notice must contain a detailed description of the nature of the Claims and the requested relief sought.
15.1.2. Mediator Selection and Mediator Fees. A neutral mediator will be selected as mutually agreed upon by the parties. The mediator’s fees and costs will be paid to the mediator at the end of mediation, with both parties equally sharing the mediation costs and paying their own legal fees and costs.
15.1.3. Location. Mediation will occur in Salt Lake City, Utah.
15.2. Judicial Action. If the parties are unable to resolve the Claim pursuant to the mandatory mediation referenced above (or if one of the parties refuses to participate in the mandatory mediation or fails to respond to a complaining party’s request for mediation), the parties may subsequently file a judicial action.
15.3. Disputes Not Subject to the Mediation Process. The following claims or actions are not subject to the mandatory mediation provisions of this Section 15:
15.3.1. A request for an order of injunctive relief and any related incidental damages;
15.3.2. A request for an order to prevent the disclosure of or misuse of Confidential Information or trade secrets; and/or
15.3.3. Enforcement of Client’s payment obligations as set forth under Section 7.
16. GENERAL.
16.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that Podium may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.
16.2. Notices. Any notice or communication to Podium under this Agreement must be in writing. Client must send any notices under this Agreement (including breach notices) to Podium Headquarters (include “Attn. Legal Department” in the subject line) or by email to legal@podium.com. Podium may send notices to the e-mail addresses on Client’s account or, at Podium’s option, to Client’s last-known postal address. Podium may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of such notice on Podium’s Website or the Services. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Podium is not responsible for any automatic filtering Client or its network provider may apply to email notifications.
16.3. Publicity. Unless otherwise specified in the applicable Subscription Documentation, Podium may use Client’s name, logo, and marks to identify Client as a Podium Client on Podium’s website and other marketing materials.
16.4. Podium Communication with Client. You agree that Podium may send you emails and text messages, including transactional, operational, and marketing messages, possibly using automated technology, to the email or phone number you provide to Podium. Message and/or data rates may apply to such messages, and you may opt out at any time. You will keep your contact information up to date and will notify Podium immediately in the event that your contact information changes.
16.5. Referral Programs. Podium may, from time to time, and in its sole discretion, offer referral programs or opportunities to certain Podium clients or users. Such programs or opportunities may include incentives for such clients or users to promote Podium and/or its Services to their family or friends. Participation in such programs or opportunities is completely voluntary and is subject to this Agreement and the Podium Referral Submission Terms (“Referral Submission Terms”). Podium may modify, discontinue, or terminate any referral program or similar opportunity at any time, without notice.
16.6. Subcontractors. Podium may use subcontractors and permit them to exercise the rights granted to Podium in order to provide the Services and related services under this Agreement. Unless Podium expressly states otherwise in signed writing, Third-Party Providers are not “subcontractors” under this Agreement, and Podium disclaims all responsibility and liability for the actions or omissions of any Third-Party Providers, including but not limited to Developers.
16.7. Subpoenas. Nothing in this Agreement prevents Podium from disclosing Client Data to the extent required by law, subpoenas, or court orders, but Podium will use commercially reasonable efforts to notify Client where permitted to do so.
16.8. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
16.9. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
16.10. Amendments; Waivers. Podium may update or modify these Terms (including the Additional Terms and any referenced policies and other documents) from time to time by posting a revised version on the Website or Services or by notification via the email associated with your account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Subscription Term. Immaterial modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, will constitute acceptance of the updated Terms. If Client does not agree to the updated Terms, Client will no longer have the right to use the Services. Except as otherwise described in this Section 16.10, any modification or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
16.11. Headings. The headings used in this Agreement are for ease of reference only. They are not intended as a complete re-statement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.
16.12. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.
16.13. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Client acknowledges that each Subscription only permits use by and for the legal entity or entities identified in the Subscription Documentation and not any affiliates. Furthermore, Client’s affiliates are not permitted to use the Services under these Terms unless an affiliate agrees to these Terms individually and creates its own account.
16.14. Attorneys’ Fees and Costs. The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.
16.15. Entire Agreement. This Agreement, including these Terms and any applicable Subscription Documentation, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Podium Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. Any terms provided by Client (including as part of any purchase order or other business form used by Client) are for administrative purposes only and have no legal effect.
16.16. Counterparts; Electronic Transmission. This Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery will be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.
16.17. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
16.18. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
16.19. Notice Regarding Apple. This Section 16.19 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Podium only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (a) product liability claims; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Effective August 16th 2022 to October 19th 2022
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Table of Contents
Podium Terms of Service
Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (individually and collectively, the “Website”), is owned and operated by Podium Corporation, Inc. (“Podium,” “we,”“us,” or “our”). By using, installing, or accessing the Website or Services (as defined below), by signing or clicking to accept these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to be bound by the following terms and conditions, including Podium’s Privacy Policy (together, these “Terms”, or this “Agreement”).
If you are using a Podium Service on behalf of a company, organization, or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee, agent, or other authorized representative with all necessary authority to bind that entity to this Agreement.
This Agreement includes and hereby incorporates by reference any Subscription Documentation executed between you and Podium, as well as any policies or exhibits linked to or referenced herein. If you have entered into a separate written agreement with Podium concerning specific Services, the terms of such agreement control if there is any conflict between the terms of such agreement and these Terms. Please note that we may modify this Agreement as described in Section 16.10 below.
1. DEFINITIONS.
1.1. “Business Associate Agreement” (hereinafter “BAA”) means a written agreement between a covered entity and a business associate containing the elements specified at 45 CFR 164.504(e).
1.2. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
1.3. “HIPAA” means the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160 and 162, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160, all as may be amended from time to time.
1.4. "Law(s)” means all applicable local, state, federal, and international laws, rules, and regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, and Canada’s Anti-Spam Legislation (“CASL”).
1.5. “Protected Health Information” (hereinafter “PHI”) has the same meaning as that term is defined in HIPAA.
1.6. “Territory” means the United States, Canada, and Australia, unless otherwise expressly set forth in Client’s Subscription Documentation.
Other terms are defined in other Sections of this Agreement.
2. SERVICES.
2.1. Services. Podium provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “Voice,” and “Campaigns”), payment processing and related services (“Payments”), certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time (together with the Website, the “Service(s)”). Client will, from time to time, enter into a proposal, quote, services/purchase agreement, order form, statement of work, or otherwise click to accept or agree to an online registration form, which references this Agreement (“Subscription Documentation”) and details the Services ordered from Podium and, if applicable, the usage limits or other scope of use descriptions for the Services (including without limitation any usage or volume limits, numerical limits on Authorized Users, and descriptions of product feature levels) (the “Scope of Use”). Client may be provided the option to purchase certain Services as part of a package or bundle offer (each, a “Bundle”), as detailed in the applicable Subscription Documentation. The Services included in Podium’s Bundles are currently specified at https://www.podium.com/pricing/. Podium has no obligation to provide any services or perform any tasks not specifically set forth in this Agreement, including any applicable Subscription Documentation.
2.2. Alteration of Subscription Documentation. Any amendments or modifications to any existing Subscription Documentation must be agreed to in writing by the parties. Podium has no obligation to perform any Services under any amended Subscription Documentation until the parties have agreed to the effect of such changes on the applicable Fees.
2.3. Modification of the Services. Podium reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), or to alter the offering of the Services (including by adding, limiting, or discontinuing certain Bundle offers) temporarily or permanently. Podium also reserves the right to replace certain Services and Bundles with functionally equivalent Services or Bundles, at its sole discretion. In the event Podium makes any modification or alteration to the Services or the offering thereof that has a material adverse effect on the functionality of the Services ordered under your Subscription Documentation, Client may terminate this Agreement and receive a pro-rated refund of pre-paid unused Fees for the remainder of Client’s Subscription Term (as defined below).
2.4. Additional Terms. Client’s subscription to or use of certain Services may be subject to additional terms, policies, rules, or guidelines applicable to the Services or certain features of the Services that we may post on or link to from these Terms or the Services (the “Additional Terms”). To the extent applicable, all Additional Terms are incorporated by this reference into, and made a part of, these Terms. If Client purchases or otherwise uses any of the following Services, Client’s use is subject to and Client accepts the applicable Additional Terms, as set forth below.
2.4.1. Podium Payments. If Client uses Podium Payments, Client agrees to be bound by the Podium Payments Service Terms.
2.4.2. Podium Voice. If Client uses the Podium Voice, Client agrees to be bound by the Podium Voice Service Terms.
2.4.3. Podium Marketplace. If Client uses the Podium Marketplace, Client agrees to be bound by the Podium Marketplace Terms of Use.
2.4.4. Podium API. If Client uses the Podium API, Client agrees to be bound by the applicable terms of the Podium API Terms of Use.
2.4.5. Podium Developer Platform. If Client uses the Podium Developer Platform, Client agrees to be bound by the Podium Developer Terms.
3. USE RIGHTS; RESTRICTIONS.
3.1. Use of Services. Subject to all terms and conditions of this Agreement, including any Additional Terms, Podium grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory (to the extent available in the Territory) to: (a) install and use an object code copy of any mobile application associated with the Services; and (b) access and use the Services, designated on Client’s Subscription Documentation solely for Client’s internal business purposes, but only in accordance with this Agreement, Podium’s Acceptable Use Policy (“Acceptable Use Policy”), the applicable Subscription Documentation, and all applicable Scope of Use descriptions. Although the Services may be accessible worldwide, Podium makes no representation that the Services are appropriate or available for use in locations outside the Territory (or that all products or features of the Services are available throughout the Territory). Furthermore, accessing the Services from territories where their content or use is illegal, is prohibited under this Agreement. Those who choose to access the Services from other locations do so at their own initiative and are responsible for compliance with local laws and any costs associated with access or use outside the Territory. You may not use or export the Services in violation of U.S. export laws and regulations.
3.2. Account Registration. Client must register for a Podium account in order to access or receive the Services. Account information must be accurate, current, and complete, and will be governed by Podium’s Privacy Policy as may be amended from time to time. Client agrees to keep its account information up to date so that Podium may send notices, statements, and other information by email or through Client’s account. By using or accessing the Website, Client agrees and consents to Podium’s use of cookies in accordance with the terms of Podium’s Privacy Policy. Client is solely responsible for all use of its Services account(s). Podium will not be liable for any loss or damage arising from unauthorized use of Client’s account(s).
3.3. Eligibility and Use by Others. By agreeing to these Terms, Client warrants that it and its employees, agents, contractors, and any other users (including but not limited to Developer Partners or Third-Party Providers) whom Client has authorized to access the Services on its behalf (“Authorized Users”): (a) are over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all Laws when using the Services. Client may permit its Authorized Users to use the Services provided their use is for Client’s benefit only and remains in compliance with this Agreement. Authorized Users are and will be subject to the applicable terms and conditions of this Agreement, which may be communicated by posting to the Website or on a click-through basis to Authorized Users upon access to the Services and/or Website.
3.4. Responsibility for Authorized Users. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with this Agreement. Client will be solely responsible for authorizing and creating user IDs, passwords, and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Provided, however, Podium may, in its sole discretion, suspend any Authorized User’s access to the Services. Client is solely responsible for ensuring that any user IDs, passwords, and other access credentials (such as API tokens) for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, Client is solely responsible for complying, and ensuring its Authorized Users comply, with all Laws applicable to Client. Client will be solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions.
3.5. Use by Customers. Any person that is a client, customer, or patient of Client, or that is a potential client, customer, or patient of Client (“Customer(s)”) who accesses and/or uses the Services, including via Client’s account or website, are subject to the Acceptable Use Policy and such other terms as may be provided by Podium from time to time, which includes Podium’s right to remove or disable access to any Customer or content or resource that violates the Acceptable Use Policy.
3.6. General Restrictions. Client must not (and must not allow any third party to): (a) rent, lease, copy, transfer, sublicense, or provide access to the Podium Technology (as defined below) to a third party (except Authorized Users as specifically authorized above); (b) incorporate the Podium Technology (or any portion thereof) into, or use it with or to provide, any site, product, or service; (c) use the Podium Technology (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (d) publicly disseminate information regarding the performance of the Podium Technology (which is deemed Podium’s Confidential Information); (e) modify or create a derivative work of the Podium Technology or any portion thereof; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Podium Technology or Services, except to the extent expressly permitted by applicable Law and then only upon advance notice to Podium; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the Podium Technology other than as specifically permitted above; (i) use the Services in violation of the Acceptable Use Policy; or (j) remove or obscure any proprietary or other notices contained in the Podium Technology including in any reports or output obtained from the Podium Technology.
3.7. Beta Releases and Free Access Subscriptions. Subject to Client’s compliance with the terms of this Agreement, Podium may provide Client with certain Services for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta”, or other early-stage Services, integrations, or features (“Beta Releases”) for the Subscription Term set forth in the applicable Subscription Documentation (if applicable). This Section 3.7 and any relevant Additional Terms will apply to any Free Access Subscription or Beta Release (even if a Beta Release is provided for a fee or counts towards Client’s Scope of Use allocations) and supersedes any contrary provision in this Agreement. For the avoidance of doubt, Section 6 (Availability of Services; Support) will not apply to any Free Access Subscription or Beta Release. Podium may use good faith efforts in its discretion to assist Client with Free Access Subscriptions or Beta Releases. Without limiting the other disclaimers and limitations in this Agreement, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. WITH RESPECT TO BETA RELEASES, CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH PODIUM WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A BETA RELEASE IS AT CLIENT’S SOLE RISK. You may choose to use Free Access Subscriptions and Beta Releases at your sole discretion. Podium makes no guarantees or promises with respect to the continued availability of any Free Access Subscriptions or Beta Releases or that future versions of a Free Access Subscription or Beta Release will be released or will be available under the same commercial or other terms. Podium may discontinue Beta Releases at any time, in our sole discretion, and decide not to make any Beta Releases generally available. Notwithstanding anything to the contrary herein, Podium may terminate Client’s right to use any Free Access Subscription or Beta Release at any time for any reason or no reason in Podium’s sole discretion, without liability.
4. CLIENT DATA.
4.1. Rights in Client Data. As between the parties, Client retains all right, title, and interest (including any intellectual property rights) in and to any text, images, or other content and data that Client selects or submits for use or incorporation with the Services (including without limitation, chat and message logs, Customer Data, PHI, or any Third-Party Content) (“Client Data”). “Customer Data” means data related to the identity, characteristics, and activities of Customers, collected or submitted to the Services by Client or captured by the Services. To the extent Client is a Covered Entity or a Business Associate, as those terms are defined in HIPAA, “Client Data” also includes PHI. “Third-Party Content” means content, data, or other materials that Client provides to the Podium Services from its third-party data providers, including through Third-Party Products (as defined below) used by Client. Client hereby grants Podium a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Client Data solely to the extent necessary to provide the Services and related services to Client and as otherwise provided herein. Client further instructs Podium to use and disclose Client Data and Customer Data as necessary to (a) provide the Services consistent with this Agreement and Podium’s Privacy Policy, including detecting, investigating, and preventing security incidents, spam, fraud, or unlawful use of the Services, and (b) respond to Client’s inquiries or any technical problems and ensure the Services are working properly.
4.2. Aggregate/Anonymous Data. Client agrees that Podium will have the right to generate usage data from Client use of the Services and may aggregate anonymized Client Data (“Aggregate/Anonymous Data”). Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is Podium Technology, which Podium may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Podium’s products and services and to create and distribute reports and other materials). Podium will not distribute Aggregate/Anonymous Data in a manner that personally identifies Client or its Customers, or that would otherwise violate applicable Laws. If Client and Podium have entered into a BAA, Podium will use the Aggregate/Anonymous Data only in conformity with the terms of such agreement.
4.3. Monitoring. Client understands and agrees that Podium may monitor and analyze Client Data or Customer Data (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Website or Services; to improve Client’s experience using the Website or Services; to customize and communicate informational or product offerings and promotions to Client; to ensure compliance with the Acceptable Use Policy (including taking corrective action permitted therein); and/or to make the Website or Services more helpful or useful to Client and other users. Client also understands that any third-party platform(s) or Third-Party Provider(s) Client elects to use or access in conjunction with the Services may also monitor and analyze the Client Data and/or Customer Data Client uses or accesses in connection with such third-party platforms, to customize and communicate information or product offerings and promotions to Client; to ensure compliance with applicable terms of use; and to make such third-party platform(s) more helpful or useful to Client and other users.
4.4. Security. Podium agrees to maintain physical, technical, and organizational measures designed, in its discretion, to secure its systems from unauthorized access, use, or disclosure. If Client is a Covered Entity or Business Associate, as defined in HIPAA, Podium and Client agree to the terms of Podium’s BAA (currently available at https://legal.podium.com/#BAA), which may be amended from time to time, and to secure and utilize PHI in accordance with the BAA. Podium takes no responsibility and assumes no liability for any Client Data other than its express security obligations in this Section 4.4.
4.5. Storage. Podium does not provide an archiving service. During the Subscription Term, Client acknowledges that Podium may delete Client Data no longer in active use. Except for requirements that are included in any BAA entered into between Podium and Client, Podium expressly disclaims all other obligations with respect to storage.
5. CLIENT OBLIGATIONS.
5.1. Warranty. Client warrants and represents that it will use the Services in full compliance with all Laws and terms of this Agreement, including the Acceptable Use Policy, and that it will not use the Services in a manner that would cause Podium to violate any obligation with respect to any such Laws. Client also warrants and represents that: (a) Client has sole ownership of any Client Data it provides to Podium, or otherwise has legal rights to provide such Client Data, and Client Data and Podium’s use thereof will not violate third-party rights, including intellectual property, privacy, and publicity rights; (b) Podium’s possession and/or use of the Client Data on Client’s behalf in connection with the Services, as contemplated hereunder, will not violate any contract, statute, or regulation; (c) any Client Data Client and/or Client’s authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, and will only concern Client or the goods and/or services that Client provides; (d) Client is authorized to provide Podium with any Customer, Client, or Authorized User information it provides in connection with the Services, including any personally identifying information; and (e) Client and/or Client’s Authorized User(s) will only use the Services for interaction with actual Customers. If Client receives any take-down requests or infringement notices related to Client Data or its use of Third-Party Products, it will promptly stop using these items with the Services and notify Podium immediately. Additionally, if an integration is included in the Services Client orders, Client grants Podium the right to access Client’s Data or Client’s CRM system directly or through a third-party service for the purposes of fulfilling Podium’s obligations under this Agreement, and Client warrants that Client is not restricted by law or applicable agreement from granting Podium such right. Podium will not be held liable for any consequences of false and/or inaccurate content published to an online review or ratings website through Podium by Client or its Authorized Users.
5.2. Customer Consent; Intended Use of the Services. Client understands and agrees that the Services are intended to allow Client to send electronic communication, including but not limited to text messages, only to Client’s own current Customers who have consented to the receipt of such communications and are provided with necessary notices in accordance with applicable Laws. Client also understands and agrees that the Services are intended primarily to be used to send transactional and/or informational messages, not advertisements, marketing, telemarketing, or promotional messages, as such are defined in applicable Laws (hereinafter, collectively “Marketing”), and that Client may use the Services to send Marketing messages only via Podium Campaigns. Accordingly, Client will for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing the Services; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) send Marketing messages through Podium only via Podium Campaigns and only in compliance with all Laws, the terms of this Agreement, including the Acceptable Use Policy, and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated this Section 5.
6. AVAILABILITY OF SERVICES; SUPPORT.
6.1. Availability. Subject to the terms of this Agreement and any scheduled maintenance and unavailability caused by: (a) actions or omissions of Client; (b) failures, errors, or defects in the facilities, hardware, software, or network of Client; or (c) circumstances that constitute a force majeure event or that are beyond Podium’s reasonable control, the Services will be available for access via the Website 99.0% of the time during of the applicable Subscription Term. Client’s sole remedy and Podium’s sole liability for failure to meet the aforementioned availability will be support in accordance with Section 6.2.
6.2. Support. Podium makes available web-based support through the Website. Additional support services may be available to Client subject to payment of applicable fees (if any), as specified in any applicable Subscription Documentation. Any support services are subject to this Agreement and Podium’s applicable support policies, if any. Client is primarily responsible for its own account setup and onboarding. Podium may also provide onboarding, deployment, and other services under this Agreement, including via Third-Party Providers or subcontractors. If applicable, the scope, pricing, and other terms for these additional services will be set forth in the applicable Subscription Documentation. Podium’s ability to deliver the Services will depend on Client’s reasonable and timely cooperation and the accuracy and completeness of any information from Client needed to deliver the Services.
7. FEES AND PAYMENT.
7.1. Fees. Unless otherwise specified on the applicable Subscription Documentation, the Services are provided on an ongoing, per-license subscription-basis including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the Subscription Documentation (“Subscription”). Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Additional Terms (collectively, the “Fees”). Except as otherwise specified in the applicable Subscription Documentation, unless Client terminates a Free Access Subscription prior to the lapse of the Free Access Subscription Term, such Services will convert to a paid Subscription and Client agrees to pay Podium the applicable Subscription Fees according to the terms of this Agreement. Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
7.2. Payment of Fees. Unless otherwise specified in the applicable Subscription Documentation, all Subscription Fees will be paid annually in advance, though overage fees (if any) may be charged in arrears, and all references to currency set forth herein will mean U.S. dollars, with all payments hereunder to be made in U.S. dollars. Subscription Fees are non-refundable and non-creditable, except as expressly set forth in Sections 2.3 (Modification of the Services) and 8.3 (Termination for Cause). If the payment method selected on the applicable Subscription Documentation is credit card, ACH, or direct debit, Client authorizes Podium to charge the Subscription Fees automatically, on an auto-renew basis on your Subscription Start Date (as defined below) for each subsequent Subscription Term. For the avoidance of doubt, all additional Subscription Fees for additional Services accessed by Client will be billed when the Service is first accessed by Client and automatically, on an auto-renew basis on Client’s existing Subscription Start Date. The Subscription will continue unless and until you or Podium terminate your Subscription in accordance with Section 8. You must cancel your Subscription before it renews in order to avoid billing the next periodic Subscription Fees to your account. If Client elects to pay by credit card, then you are responsible for both (a) enabling auto-recharge on your account and (b) ensuring that your account has a sufficient positive balance to cover all Fees when due. Should Podium be unable to process/receive the Fees when due and owing, payment shall be considered overdue. Podium will have the right to charge interest on all overdue amounts equal to the maximum amounts allowed by applicable Law. Additionally, after payment becomes overdue, Podium will have the right to immediately suspend Client’s access to the Services and/or seek to enforce Client’s payment obligations including through the use of third-party services.
7.3. Taxes. Podium’s Fees are exclusive of all taxes and regulatory fees, and Client must pay any applicable taxes regulatory fees, or levies, whether domestic or foreign, other than taxes based on the income of Podium. Client will make tax and regulatory fee payments to Podium to the extent amounts are included on Podium’s invoices.
7.4. Fee Increase. Podium reserves the right to determine the applicable Fees for any Services. While Podium will make reasonable efforts to keep the information relating to Fees published on its Website up to date, you should check the Website periodically for information about current Fees. If any Fees are specified on your Subscription Documentation, Podium may increase Fees applicable to you upon forty-five (45) days’ prior written notice, effective on the start date of your subsequent Subscription Term. Additionally, notwithstanding the foregoing, Podium may adjust the Payments Services Fees as set forth in the Payments Service Terms. Podium may also, from time to time and in its sole discretion, make promotional offers or different Fees available to its clients or other users. Such promotional offers will not apply to you or this Agreement unless specified in writing in your Subscription Documentation.
8. TERM AND TERMINATION.
8.1. Term. This Agreement is effective until the applicable Subscription Term for the Services has expired or the Subscription is terminated as expressly permitted herein. Unless otherwise stated in Client’s Subscription Documentation, the initial term for any Subscription to the Services is twelve (12) months and will automatically renew for subsequent periods of equal duration (the “Subscription Term”), unless either party gives written notice of non-renewal at least one (1) month before the end of the then-current Subscription Term. Client may give notice of non-renewal by sending an email to support@podium.com. If no Subscription start date is specified on the applicable Subscription Documentation, the Subscription starts when Client first obtains access to the Services (“Subscription Start Date”). By agreeing to any Subscription Documentation, Client is agreeing to pay applicable fees for the entire Subscription Term. Client cannot cancel or terminate a Subscription Term except as expressly permitted by this Section 8.1 or Section 8.3 (Termination for Cause). Unless Client’s Subscription Documentation expressly states otherwise, any additional Services purchased during Client’s Subscription Term will be coterminous with Client’s most recent Podium platform Subscription Term.
8.2. Suspension of Services. Podium may suspend Client’s (or any Authorized User’s, as applicable) access to the Services if: (a) Client’s account is overdue, or (b) Client has exceeded its Scope of Use limits. Podium may also suspend Client’s (or any Authorized User’s, as applicable) access to the Services, remove Client Data, or disable Third-Party Products if it determines that: (i) Client has breached Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations); or (ii) suspension is necessary to prevent harm or liability to other clients of Podium or third parties or to preserve the security, stability, availability, or integrity of the Services. Podium will have no liability for taking action as permitted above. For avoidance of doubt, Client will remain responsible for payment of Fees during any suspension period. Unless this Agreement has been terminated, Podium will cooperate with Client to restore access to the Services once it verifies that Client has resolved the condition requiring suspension.
8.3. Termination for Cause. Either party may terminate this Agreement, including any related Subscription Documentation, if the other party: (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). If Client terminates during the Subscription Term for any reason other than the foregoing, Client will be responsible for the Fees due for the entire Subscription Term. Podium may also terminate this Agreement or any related Subscription Documentation immediately if Client breaches Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations), for repeated violations of other Sections of this Agreement, or if applicable, a breach of the parties’ BAA.
8.4. Effect of Termination. Upon any expiration or termination of this Agreement or any Subscription Documentation: (a) Client’s license rights will terminate and it must immediately cease use of the Services (including any related Podium Technology) and delete (or, at Podium’s request, return) any and all copies of any Podium documentation, scripts, passwords or access codes, and any other Podium Confidential Information in Client’s possession, custody, or control; and (b) Client’s right to access any Client Data in the applicable Services will cease, and unless otherwise precluded by a BAA, Podium may delete any such data in its possession at any time. If Podium terminates this Agreement for cause as provided in Section 8.3 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Client. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
8.5. Survival. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions); 3 (Use Rights; Restrictions); 4 (Client Data); 7 (Fees and Payment); 8 (Term and Termination); 9 (Confidential Information); 10 (Podium Technology); 11 (Third-Party Providers and Third-Party Products); 12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); 15 (Dispute Resolution); and 16 (General).
9. CONFIDENTIAL INFORMATION.
9.1. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, subcontractors, or Authorized Users having a legitimate need to know (which, for Podium, includes the subcontractors referenced in Section 16.6), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 9 and these recipients are bound to confidentiality obligations no less protective than this Section.
9.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law, subpoenas, or court orders, provided it uses commercially reasonable efforts to notify the other party where permitted to do so) and cooperates in any effort by the other party to obtain confidential treatment for the information.
9.3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
10. PODIUM TECHNOLOGY.
10.1. Ownership and Updates. By accepting this Agreement, Client acknowledges that it is obtaining only a limited right to use the Services and irrespective of any use of the words “purchase”, “sale”, or similar terms, no ownership rights are transferred to Client under this Agreement and, except as expressly permitted by such limited right, Client may not make any use of Podium Technology. Client agrees that Podium (or its suppliers) exclusively retains all rights, title, and interest (including all intellectual property rights) in and to all Services, products, any and all related documentation, software, technology, code, know-how, logos, trademarks, service marks, and templates (including in any reports or output obtained from the Services), anything delivered as part of support, materials or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Feedback (as defined below) (“Podium Technology”) provided by Podium (which is deemed Podium’s Confidential Information) and reserves any licenses not specifically granted herein. Furthermore, Podium exclusively owns and reserves all right, title, and interest in and to Podium’s Confidential Information and any data, in anonymized or aggregated form that does not identify you, any end users, or any natural person, generated or derived from the use or operation of the Services, including volumes, frequencies, bounce rates, and performance results for the Services. The Services are offered as an online, hosted product. Accordingly, Client acknowledges and agrees that it has no right to obtain a copy of the software behind any Services and that Podium at its option may make updates, bug fixes, modifications, or improvements to the Services from time-to-time.
10.2. Feedback. If Client elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, “Feedback”), Client hereby grants Podium a worldwide, perpetual, non-revocable, sublicensable, royalty-free right, and license to use, copy, disclose, license, distribute, and exploit any such Feedback in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
11. THIRD-PARTY PRODUCTS AND INTEGRATIONS.
Podium may, from time to time, contract with a third party to facilitate certain features of the Services, including as described in Section 16.6 of this Agreement. Podium may also allow or facilitate Client to make arrangements with other third-party providers that provide products or services in connection with, but which are not included in, the Services as described in this Agreement (“Third-Party Provider(s)”). If Client elects to use any Third-Party Provider(s) or any applications, integrations, add-ons, software, code, online services, systems, and other products that are not Podium Technology (“Third-Party Products”) in connection with the Services, such Third-Party Provider(s) or Third-Party Products may make Third-Party Content available to Client and may access Client’s instance of the Services, including Client Data. Client agrees and acknowledges that use of such Third-Party Provider(s) or Third-Party Products may require Client to enter into separate terms and conditions with such third-party. Unless Podium expressly agrees otherwise in a signed writing, Podium (a) is not a party to any such terms; (b) will not be liable thereunder; (c) does not warrant or support Third-Party Providers, Third-Party Products; or Third-Party Content; and (d) disclaims all responsibility and liability for these providers and items and their access to the Services, including their modification, deletion, disclosure, or collection of Client Data. Podium is not responsible in any way for Client Data once it is transmitted, copied, or removed from the Services.
12. INDEMNIFICATION.
12.1. Indemnification by Client. Client will indemnify and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) your unauthorized use of, or misuse of, the Services, including but not limited to the Podium Marketplace and Podium API, as applicable; (b) your violation of, any claim that you have violated, any applicable Law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party (including but not limited to your Customers, any Developer Partners, and any Third-Party Service Providers); (d) any demand, dispute, or issue (including without limitation fee disputes) between you and any Payment Service Provider(s) (as defined in the applicable Additional Terms); (e) any Client Data; (f) Podium’s use, as contemplated in this Agreement, of any information provided to Podium by you or your Customers; (g) breach or alleged breach of this Agreement, including Client’s warranties and obligations; or (h) if applicable, alleged breach or breach of Client’s obligations contained in the BAA. Client also agrees to defend the Podium Entities against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event Podium assumes exclusive defense of such claims, Client agrees to cooperate with our defense of any such claims. Client may not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12.2. Indemnification by Podium. Podium will indemnify and hold Client harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to (a) Podium’s gross negligence or willful misconduct; or (b) Podium’s infringement, misappropriation, or violation of a third party’s intellectual property rights. Podium also agrees to defend Client against these claims at Client’s request, but Client may participate in any claim through counsel of its own choosing and the Parties will reasonably cooperate on any defense. Podium must not settle any claim without Client’s prior written consent if the settlement does not fully release Client from liability or would require Client to admit fault, pay any amounts, or take or refrain from taking any action.
12.3. Exclusions to Podium’s Indemnification. Podium will not be required to indemnify Client in the event of: (a) modification of the Services by Client, its Authorized Users, Developer Partners, Third-Party Providers, affiliates, employees, or contractors in conflict with Client’s obligations or as a result of any prohibited activity under this Agreement, (b) use of the Services in a manner inconsistent with this Agreement, the Acceptable Use Policy, the Additional Terms, the Subscription Documentation, or any other agreement related to this Agreement, or (c) use of the Services in combination with any other application, product, or service not provided by Podium if such claim would not have occurred without such combination.
13. DISCLAIMERS.
13.1. EXCEPT AS PROVIDED EXPRESSLY HEREIN, ALL PODIUM TECHNOLOGY AND RELATED SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH THE PODIUM TECHNOLOGY ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM TECHNOLOGY WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM TECHNOLOGY WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, AND PODIUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY PROVIDERS, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON PODIUM TECHNOLOGY OR PODIUM’S RELATED SERVICES (INCLUDING CHANGES TO CLIENT PROPERTIES). THE DISCLAIMERS IN THIS SECTION 13 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
13.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS CLIENT(S) DO NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
14. LIMITATIONS OF LIABILITY.
TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL PODIUM OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PODIUM’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CLIENT TO PODIUM FOR THE APPLICABLE SERVICE(S) OR RELATED SERVICE(S) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, PODIUM’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 14 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 14 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY PODIUM TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
15. DISPUTE RESOLUTION.
If a dispute arises between the parties related to this Agreement or the Services provided therefrom, and the dispute cannot be settled through informal negotiations, the parties agree to resolve their dispute (referred to herein as “Claim(s)”) as follows:
15.1. Mediation. The parties agree to participate in mediation to settle their Claims in accordance with the rules and procedures found in Utah Code § 78B-10-101 et seq. (Utah Uniform Mediation Act and referred to as “UUMA”) and this Agreement before a party can file a judicial action, whether in a court of law, an administrative body, government agency, or otherwise. If there are any conflicting provisions between UUMA and this Agreement, the provisions in this Agreement will govern.
15.1.1. Notice. Mediation must be conducted within sixty (60) days from a party receiving written notice of Claims from a complaining party. The notice must contain a detailed description of the nature of the Claims and the requested relief sought.
15.1.2. Mediator Selection and Mediator Fees. A neutral mediator will be selected as mutually agreed upon by the parties. The mediator’s fees and costs will be paid to the mediator at the end of mediation, with both parties equally sharing the mediation costs and paying their own legal fees and costs.
15.1.3. Location. Mediation will occur in Salt Lake City, Utah.
15.2. Judicial Action. If the parties are unable to resolve the Claim pursuant to the mandatory mediation referenced above (or if one of the parties refuses to participate in the mandatory mediation or fails to respond to a complaining party’s request for mediation), the parties may subsequently file a judicial action.
15.3. Disputes Not Subject to the Mediation Process. The following claims or actions are not subject to the mandatory mediation provisions of this Section 15:
15.3.1. A request for an order of injunctive relief and any related incidental damages;
15.3.2. A request for an order to prevent the disclosure of or misuse of Confidential Information or trade secrets; and/or
15.3.3. Enforcement of Client’s payment obligations as set forth under Section 7.
16. GENERAL.
16.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that Podium may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.
16.2. Notices. Any notice or communication to Podium under this Agreement must be in writing. Client must send any notices under this Agreement (including breach notices) to Podium Headquarters (include “Attn. Legal Department” in the subject line) or by email to legal@podium.com. Podium may send notices to the e-mail addresses on Client’s account or, at Podium’s option, to Client’s last-known postal address. Podium may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of such notice on Podium’s Website or the Services. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Podium is not responsible for any automatic filtering Client or its network provider may apply to email notifications.
16.3. Publicity. Unless otherwise specified in the applicable Subscription Documentation, Podium may use Client’s name, logo, and marks to identify Client as a Podium Client on Podium’s website and other marketing materials.
16.4. Podium Communication with Client. You agree that Podium may send you emails and text messages, including transactional, operational, and marketing messages, possibly using automated technology, to the email or phone number you provide to Podium. Message and/or data rates may apply to such messages, and you may opt out at any time. You will keep your contact information up to date and will notify Podium immediately in the event that your contact information changes.
16.5. Referral Programs. Podium may, from time to time, and in its sole discretion, offer referral programs or opportunities to certain Podium clients or users. Such programs or opportunities may include incentives for such clients or users to promote Podium and/or its Services to their family or friends. Participation in such programs or opportunities is completely voluntary and is subject to this Agreement and the Podium Referral Submission Terms (“Referral Submission Terms”). Podium may modify, discontinue, or terminate any referral program or similar opportunity at any time, without notice.
16.6. Subcontractors. Podium may use subcontractors and permit them to exercise the rights granted to Podium in order to provide the Services and related services under this Agreement. Unless Podium expressly states otherwise in signed writing, Third-Party Providers are not “subcontractors” under this Agreement, and Podium disclaims all responsibility and liability for the actions or omissions of any Third-Party Providers, including but not limited to Developers.
16.7. Subpoenas. Nothing in this Agreement prevents Podium from disclosing Client Data to the extent required by law, subpoenas, or court orders, but Podium will use commercially reasonable efforts to notify Client where permitted to do so.
16.8. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
16.9. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
16.10. Amendments; Waivers. Podium may update or modify these Terms (including the Additional Terms and any referenced policies and other documents) from time to time by posting a revised version on the Website or Services or by notification via the email associated with your account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Subscription Term. Immaterial modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, will constitute acceptance of the updated Terms. If Client does not agree to the updated Terms, Client will no longer have the right to use the Services. Except as otherwise described in this Section 16.10, any modification or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
16.11. Headings. The headings used in this Agreement are for ease of reference only. They are not intended as a complete re-statement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.
16.12. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.
16.13. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Client acknowledges that each Subscription only permits use by and for the legal entity or entities identified in the Subscription Documentation and not any affiliates. Furthermore, Client’s affiliates are not permitted to use the Services under these Terms unless an affiliate agrees to these Terms individually and creates its own account.
16.14. Attorneys’ Fees and Costs. The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.
16.15. Entire Agreement. This Agreement, including these Terms and any applicable Subscription Documentation, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Podium Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. Any terms provided by Client (including as part of any purchase order or other business form used by Client) are for administrative purposes only and have no legal effect.
16.16. Counterparts; Electronic Transmission. This Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery will be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.
16.17. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
16.18. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
16.19. Notice Regarding Apple. This Section 16.19 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Podium only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (a) product liability claims; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Effective August 15th 2022 to August 16th 2022
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Table of Contents
Podium Terms of Service
Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (individually and collectively, the “Website”), is owned and operated by Podium Corporation, Inc. (“Podium,” “we,”“us,” or “our”). By using, installing, or accessing the Website or Services (as defined below), by signing or clicking to accept these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to be bound by the following terms and conditions, including Podium’s Privacy Policy (together, these “Terms”, or this “Agreement”).
If you are using a Podium Service on behalf of a company, organization, or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee, agent, or other authorized representative with all necessary authority to bind that entity to this Agreement.
This Agreement includes and hereby incorporates by reference any Subscription Documentation executed between you and Podium, as well as any policies or exhibits linked to or referenced herein. If you have entered into a separate written agreement with Podium concerning specific Services, the terms of such agreement control if there is any conflict between the terms of such agreement and these Terms. Please note that we may modify this Agreement as described in Section 16.10 below.
1. DEFINITIONS.
1.1. “Business Associate Agreement” (hereinafter “BAA”) means a written agreement between a covered entity and a business associate containing the elements specified at 45 CFR 164.504(e).
1.2. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
1.3. “HIPAA” means the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160 and 162, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160, all as may be amended from time to time.
1.4. "Law(s)” means all applicable local, state, federal, and international laws, rules, and regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, and Canada’s Anti-Spam Legislation (“CASL”).
1.5. “Protected Health Information” (hereinafter “PHI”) has the same meaning as that term is defined in HIPAA.
1.6. “Territory” means the United States, Canada, and Australia, unless otherwise expressly set forth in Client’s Subscription Documentation.
Other terms are defined in other Sections of this Agreement.
2. SERVICES.
2.1. Services. Podium provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “Voice,” and “Campaigns”), payment processing and related services (“Payments”), certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time (together with the Website, the “Service(s)”). Client will, from time to time, enter into a proposal, quote, services/purchase agreement, order form, statement of work, or otherwise click to accept or agree to an online registration form, which references this Agreement (“Subscription Documentation”) and details the Services ordered from Podium and, if applicable, the usage limits or other scope of use descriptions for the Services (including without limitation any usage or volume limits, numerical limits on Authorized Users, and descriptions of product feature levels) (the “Scope of Use”). Client may be provided the option to purchase certain Services as part of a package or bundle offer (each, a “Bundle”), as detailed in the applicable Subscription Documentation. The Services included in Podium’s Bundles are currently specified at https://www.podium.com/pricing/. Podium has no obligation to provide any services or perform any tasks not specifically set forth in this Agreement, including any applicable Subscription Documentation.
2.2. Alteration of Subscription Documentation. Any amendments or modifications to any existing Subscription Documentation must be agreed to in writing by the parties. Podium has no obligation to perform any Services under any amended Subscription Documentation until the parties have agreed to the effect of such changes on the applicable Fees.
2.3. Modification of the Services. Podium reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), or to alter the offering of the Services (including by adding, limiting, or discontinuing certain Bundle offers) temporarily or permanently. Podium also reserves the right to replace certain Services and Bundles with functionally equivalent Services or Bundles, at its sole discretion. In the event Podium makes any modification or alteration to the Services or the offering thereof that has a material adverse effect on the functionality of the Services ordered under your Subscription Documentation, Client may terminate this Agreement and receive a pro-rated refund of pre-paid unused Fees for the remainder of Client’s Subscription Term (as defined below).
2.4. Additional Terms. Client’s subscription to or use of certain Services may be subject to additional terms, policies, rules, or guidelines applicable to the Services or certain features of the Services that we may post on or link to from these Terms or the Services (the “Additional Terms”). To the extent applicable, all Additional Terms are incorporated by this reference into, and made a part of, these Terms. If Client purchases or otherwise uses any of the following Services, Client’s use is subject to and Client accepts the applicable Additional Terms, as set forth below.
2.4.1. Podium Payments. If Client uses Podium Payments, Client agrees to be bound by the Podium Payments Service Terms.
2.4.2. Podium Voice. If Client uses the Podium Voice, Client agrees to be bound by the Podium Voice Service Terms.
2.4.3. Podium Marketplace. If Client uses the Podium Marketplace, Client agrees to be bound by the Podium Marketplace Terms of Use.
2.4.4. Podium API. If Client uses the Podium API, Client agrees to be bound by the applicable terms of the Podium API Terms of Use.
2.4.5. Podium Developer Platform. If Client uses the Podium Developer Platform, Client agrees to be bound by the Podium Developer Terms.
3. USE RIGHTS; RESTRICTIONS.
3.1. Use of Services. Subject to all terms and conditions of this Agreement, including any Additional Terms, Podium grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory (to the extent available in the Territory) to: (a) install and use an object code copy of any mobile application associated with the Services; and (b) access and use the Services, designated on Client’s Subscription Documentation solely for Client’s internal business purposes, but only in accordance with this Agreement, Podium’s Acceptable Use Policy (“Acceptable Use Policy”), the applicable Subscription Documentation, and all applicable Scope of Use descriptions. Although the Services may be accessible worldwide, Podium makes no representation that the Services are appropriate or available for use in locations outside the Territory (or that all products or features of the Services are available throughout the Territory). Furthermore, accessing the Services from territories where their content or use is illegal, is prohibited under this Agreement. Those who choose to access the Services from other locations do so at their own initiative and are responsible for compliance with local laws and any costs associated with access or use outside the Territory. You may not use or export the Services in violation of U.S. export laws and regulations.
3.2. Account Registration. Client must register for a Podium account in order to access or receive the Services. Account information must be accurate, current, and complete, and will be governed by Podium’s Privacy Policy as may be amended from time to time. Client agrees to keep its account information up to date so that Podium may send notices, statements, and other information by email or through Client’s account. By using or accessing the Website, Client agrees and consents to Podium’s use of cookies in accordance with the terms of Podium’s Privacy Policy. Client is solely responsible for all use of its Services account(s). Podium will not be liable for any loss or damage arising from unauthorized use of Client’s account(s).
3.3. Eligibility and Use by Others. By agreeing to these Terms, Client warrants that it and its employees, agents, contractors, and any other users (including but not limited to Developer Partners or Third-Party Providers) whom Client has authorized to access the Services on its behalf (“Authorized Users”): (a) are over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all Laws when using the Services. Client may permit its Authorized Users to use the Services provided their use is for Client’s benefit only and remains in compliance with this Agreement. Authorized Users are and will be subject to the applicable terms and conditions of this Agreement, which may be communicated by posting to the Website or on a click-through basis to Authorized Users upon access to the Services and/or Website.
3.4. Responsibility for Authorized Users. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with this Agreement. Client will be solely responsible for authorizing and creating user IDs, passwords, and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Provided, however, Podium may, in its sole discretion, suspend any Authorized User’s access to the Services. Client is solely responsible for ensuring that any user IDs, passwords, and other access credentials (such as API tokens) for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, Client is solely responsible for complying, and ensuring its Authorized Users comply, with all Laws applicable to Client. Client will be solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions.
3.5. Use by Customers. Any person that is a client, customer, or patient of Client, or that is a potential client, customer, or patient of Client (“Customer(s)”) who accesses and/or uses the Services, including via Client’s account or website, are subject to the Acceptable Use Policy and such other terms as may be provided by Podium from time to time, which includes Podium’s right to remove or disable access to any Customer or content or resource that violates the Acceptable Use Policy.
3.6. General Restrictions. Client must not (and must not allow any third party to): (a) rent, lease, copy, transfer, sublicense, or provide access to the Podium Technology (as defined below) to a third party (except Authorized Users as specifically authorized above); (b) incorporate the Podium Technology (or any portion thereof) into, or use it with or to provide, any site, product, or service; (c) use the Podium Technology (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (d) publicly disseminate information regarding the performance of the Podium Technology (which is deemed Podium’s Confidential Information); (e) modify or create a derivative work of the Podium Technology or any portion thereof; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Podium Technology or Services, except to the extent expressly permitted by applicable Law and then only upon advance notice to Podium; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the Podium Technology other than as specifically permitted above; (i) use the Services in violation of the Acceptable Use Policy; or (j) remove or obscure any proprietary or other notices contained in the Podium Technology including in any reports or output obtained from the Podium Technology.
3.7. Beta Releases and Free Access Subscriptions. Subject to Client’s compliance with the terms of this Agreement, Podium may provide Client with certain Services for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta”, or other early-stage Services, integrations, or features (“Beta Releases”) for the Subscription Term set forth in the applicable Subscription Documentation (if applicable). This Section 3.7 and any relevant Additional Terms will apply to any Free Access Subscription or Beta Release (even if a Beta Release is provided for a fee or counts towards Client’s Scope of Use allocations) and supersedes any contrary provision in this Agreement. For the avoidance of doubt, Section 6 (Availability of Services; Support) will not apply to any Free Access Subscription or Beta Release. Podium may use good faith efforts in its discretion to assist Client with Free Access Subscriptions or Beta Releases. Without limiting the other disclaimers and limitations in this Agreement, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. WITH RESPECT TO BETA RELEASES, CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH PODIUM WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A BETA RELEASE IS AT CLIENT’S SOLE RISK. You may choose to use Free Access Subscriptions and Beta Releases at your sole discretion. Podium makes no guarantees or promises with respect to the continued availability of any Free Access Subscriptions or Beta Releases or that future versions of a Free Access Subscription or Beta Release will be released or will be available under the same commercial or other terms. Podium may discontinue Beta Releases at any time, in our sole discretion, and decide not to make any Beta Releases generally available. Notwithstanding anything to the contrary herein, Podium may terminate Client’s right to use any Free Access Subscription or Beta Release at any time for any reason or no reason in Podium’s sole discretion, without liability.
4. CLIENT DATA.
4.1. Rights in Client Data. As between the parties, Client retains all right, title, and interest (including any intellectual property rights) in and to any text, images, or other content and data that Client selects or submits for use or incorporation with the Services (including without limitation, chat and message logs, Customer Data, PHI, or any Third-Party Content) (“Client Data”). “Customer Data” means data related to the identity, characteristics, and activities of Customers, collected or submitted to the Services by Client or captured by the Services. To the extent Client is a Covered Entity or a Business Associate, as those terms are defined in HIPAA, “Client Data” also includes PHI. “Third-Party Content” means content, data, or other materials that Client provides to the Podium Services from its third-party data providers, including through Third-Party Products (as defined below) used by Client. Client hereby grants Podium a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Client Data solely to the extent necessary to provide the Services and related services to Client and as otherwise provided herein. Client further instructs Podium to use and disclose Client Data and Customer Data as necessary to (a) provide the Services consistent with this Agreement and Podium’s Privacy Policy, including detecting, investigating, and preventing security incidents, spam, fraud, or unlawful use of the Services, and (b) respond to Client’s inquiries or any technical problems and ensure the Services are working properly.
4.2. Aggregate/Anonymous Data. Client agrees that Podium will have the right to generate usage data from Client use of the Services and may aggregate anonymized Client Data (“Aggregate/Anonymous Data”). Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is Podium Technology, which Podium may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Podium’s products and services and to create and distribute reports and other materials). Podium will not distribute Aggregate/Anonymous Data in a manner that personally identifies Client or its Customers, or that would otherwise violate applicable Laws. If Client and Podium have entered into a BAA, Podium will use the Aggregate/Anonymous Data only in conformity with the terms of such agreement.
4.3. Monitoring. Client understands and agrees that Podium may monitor and analyze Client Data or Customer Data (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Website or Services; to improve Client’s experience using the Website or Services; to customize and communicate informational or product offerings and promotions to Client; to ensure compliance with the Acceptable Use Policy (including taking corrective action permitted therein); and/or to make the Website or Services more helpful or useful to Client and other users. Client also understands that any third-party platform(s) or Third-Party Provider(s) Client elects to use or access in conjunction with the Services may also monitor and analyze the Client Data and/or Customer Data Client uses or accesses in connection with such third-party platforms, to customize and communicate information or product offerings and promotions to Client; to ensure compliance with applicable terms of use; and to make such third-party platform(s) more helpful or useful to Client and other users.
4.4. Security. Podium agrees to maintain physical, technical, and organizational measures designed, in its discretion, to secure its systems from unauthorized access, use, or disclosure. If Client is a Covered Entity or Business Associate, as defined in HIPAA, Podium and Client agree to the terms of Podium’s BAA (currently available at https://legal.podium.com/#BAA), which may be amended from time to time, and to secure and utilize PHI in accordance with the BAA. Podium takes no responsibility and assumes no liability for any Client Data other than its express security obligations in this Section 4.4.
4.5. Storage. Podium does not provide an archiving service. During the Subscription Term, Client acknowledges that Podium may delete Client Data no longer in active use. Except for requirements that are included in any BAA entered into between Podium and Client, Podium expressly disclaims all other obligations with respect to storage.
5. CLIENT OBLIGATIONS.
5.1. Warranty. Client warrants and represents that it will use the Services in full compliance with all Laws and terms of this Agreement, including the Acceptable Use Policy, and that it will not use the Services in a manner that would cause Podium to violate any obligation with respect to any such Laws. Client also warrants and represents that: (a) Client has sole ownership of any Client Data it provides to Podium, or otherwise has legal rights to provide such Client Data, and Client Data and Podium’s use thereof will not violate third-party rights, including intellectual property, privacy, and publicity rights; (b) Podium’s possession and/or use of the Client Data on Client’s behalf in connection with the Services, as contemplated hereunder, will not violate any contract, statute, or regulation; (c) any Client Data Client and/or Client’s authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, and will only concern Client or the goods and/or services that Client provides; (d) Client is authorized to provide Podium with any Customer, Client, or Authorized User information it provides in connection with the Services, including any personally identifying information; and (e) Client and/or Client’s Authorized User(s) will only use the Services for interaction with actual Customers. If Client receives any take-down requests or infringement notices related to Client Data or its use of Third-Party Products, it will promptly stop using these items with the Services and notify Podium immediately. Additionally, if an integration is included in the Services Client orders, Client grants Podium the right to access Client’s Data or Client’s CRM system directly or through a third-party service for the purposes of fulfilling Podium’s obligations under this Agreement, and Client warrants that Client is not restricted by law or applicable agreement from granting Podium such right. Podium will not be held liable for any consequences of false and/or inaccurate content published to an online review or ratings website through Podium by Client or its Authorized Users.
5.2. Customer Consent; Intended Use of the Services. Client understands and agrees that the Services are intended to allow Client to send electronic communication, including but not limited to text messages, only to Client’s own current Customers who have consented to the receipt of such communications and are provided with necessary notices in accordance with applicable Laws. Client also understands and agrees that the Services are intended primarily to be used to send transactional and/or informational messages, not advertisements, marketing, telemarketing, or promotional messages, as such are defined in applicable Laws (hereinafter, collectively “Marketing”), and that Client may use the Services to send Marketing messages only via Podium Campaigns. Accordingly, Client will for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing the Services; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) send Marketing messages through Podium only via Podium Campaigns and only in compliance with all Laws, the terms of this Agreement, including the Acceptable Use Policy, and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated this Section 5.
6. AVAILABILITY OF SERVICES; SUPPORT.
6.1. Availability. Subject to the terms of this Agreement and any scheduled maintenance and unavailability caused by: (a) actions or omissions of Client; (b) failures, errors, or defects in the facilities, hardware, software, or network of Client; or (c) circumstances that constitute a force majeure event or that are beyond Podium’s reasonable control, the Services will be available for access via the Website 99.0% of the time during of the applicable Subscription Term. Client’s sole remedy and Podium’s sole liability for failure to meet the aforementioned availability will be support in accordance with Section 6.2.
6.2. Support. Podium makes available web-based support through the Website. Additional support services may be available to Client subject to payment of applicable fees (if any), as specified in any applicable Subscription Documentation. Any support services are subject to this Agreement and Podium’s applicable support policies, if any. Client is primarily responsible for its own account setup and onboarding. Podium may also provide onboarding, deployment, and other services under this Agreement, including via Third-Party Providers or subcontractors. If applicable, the scope, pricing, and other terms for these additional services will be set forth in the applicable Subscription Documentation. Podium’s ability to deliver the Services will depend on Client’s reasonable and timely cooperation and the accuracy and completeness of any information from Client needed to deliver the Services.
7. FEES AND PAYMENT.
7.1. Fees. Unless otherwise specified on the applicable Subscription Documentation, the Services are provided on an ongoing, per-license subscription-basis including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the Subscription Documentation (“Subscription”). Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Additional Terms (collectively, the “Fees”). Except as otherwise specified in the applicable Subscription Documentation, unless Client terminates a Free Access Subscription prior to the lapse of the Free Access Subscription Term, such Services will convert to a paid Subscription and Client agrees to pay Podium the applicable Subscription Fees according to the terms of this Agreement. Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
7.2. Payment of Fees. Unless otherwise specified in the applicable Subscription Documentation, all Subscription Fees will be paid annually in advance, though overage fees (if any) may be charged in arrears, and all references to currency set forth herein will mean U.S. dollars, with all payments hereunder to be made in U.S. dollars. Subscription Fees are non-refundable and non-creditable, except as expressly set forth in Sections 2.3 (Modification of the Services) and 8.3 (Termination for Cause). If the payment method selected on the applicable Subscription Documentation is credit card, ACH, or direct debit, Client authorizes Podium to charge the Subscription Fees automatically, on an auto-renew basis on your Subscription Start Date (as defined below) for each subsequent Subscription Term. For the avoidance of doubt, all additional Subscription Fees for additional Services accessed by Client will be billed when the Service is first accessed by Client and automatically, on an auto-renew basis on Client’s existing Subscription Start Date. The Subscription will continue unless and until you or Podium terminate your Subscription in accordance with Section 8. You must cancel your Subscription before it renews in order to avoid billing the next periodic Subscription Fees to your account. If Client elects to pay by credit card, then you are responsible for both (a) enabling auto-recharge on your account and (b) ensuring that your account has a sufficient positive balance to cover all Fees when due. Should Podium be unable to process/receive the Fees when due and owing, payment shall be considered overdue. Podium will have the right to charge interest on all overdue amounts equal to the maximum amounts allowed by applicable Law. Additionally, after payment becomes overdue, Podium will have the right to immediately suspend Client’s access to the Services and/or seek to enforce Client’s payment obligations including through the use of third-party services.
7.3. Taxes. Podium’s Fees are exclusive of all taxes and regulatory fees, and Client must pay any applicable taxes regulatory fees, or levies, whether domestic or foreign, other than taxes based on the income of Podium. Client will make tax and regulatory fee payments to Podium to the extent amounts are included on Podium’s invoices.
7.4. Fee Increase. Podium reserves the right to determine the applicable Fees for any Services. While Podium will make reasonable efforts to keep the information relating to Fees published on its Website up to date, you should check the Website periodically for information about current Fees. If any Fees are specified on your Subscription Documentation, Podium may increase Fees applicable to you upon forty-five (45) days’ prior written notice, effective on the start date of your subsequent Subscription Term. Additionally, notwithstanding the foregoing, Podium may adjust the Payments Services Fees as set forth in the Payments Service Terms. Podium may also, from time to time and in its sole discretion, make promotional offers or different Fees available to its clients or other users. Such promotional offers will not apply to you or this Agreement unless specified in writing in your Subscription Documentation.
8. TERM AND TERMINATION.
8.1. Term. This Agreement is effective until the applicable Subscription Term for the Services has expired or the Subscription is terminated as expressly permitted herein. Unless otherwise stated in Client’s Subscription Documentation, the initial term for any Subscription to the Services is twelve (12) months and will automatically renew for subsequent periods of equal duration (the “Subscription Term”), unless either party gives written notice of non-renewal at least one (1) month before the end of the then-current Subscription Term. Client may give notice of non-renewal by sending an email to support@podium.com. If no Subscription start date is specified on the applicable Subscription Documentation, the Subscription starts when Client first obtains access to the Services (“Subscription Start Date”). By agreeing to any Subscription Documentation, Client is agreeing to pay applicable fees for the entire Subscription Term. Client cannot cancel or terminate a Subscription Term except as expressly permitted by this Section 8.1 or Section 8.3 (Termination for Cause). Unless Client’s Subscription Documentation expressly states otherwise, any additional Services purchased during Client’s Subscription Term will be coterminous with Client’s most recent Podium platform Subscription Term.
8.2. Suspension of Services. Podium may suspend Client’s (or any Authorized User’s, as applicable) access to the Services if: (a) Client’s account is overdue, or (b) Client has exceeded its Scope of Use limits. Podium may also suspend Client’s (or any Authorized User’s, as applicable) access to the Services, remove Client Data, or disable Third-Party Products if it determines that: (i) Client has breached Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations); or (ii) suspension is necessary to prevent harm or liability to other clients of Podium or third parties or to preserve the security, stability, availability, or integrity of the Services. Podium will have no liability for taking action as permitted above. For avoidance of doubt, Client will remain responsible for payment of Fees during any suspension period. Unless this Agreement has been terminated, Podium will cooperate with Client to restore access to the Services once it verifies that Client has resolved the condition requiring suspension.
8.3. Termination for Cause. Either party may terminate this Agreement, including any related Subscription Documentation, if the other party: (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). If Client terminates during the Subscription Term for any reason other than the foregoing, Client will be responsible for the Fees due for the entire Subscription Term. Podium may also terminate this Agreement or any related Subscription Documentation immediately if Client breaches Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations), for repeated violations of other Sections of this Agreement, or if applicable, a breach of the parties’ BAA.
8.4. Effect of Termination. Upon any expiration or termination of this Agreement or any Subscription Documentation: (a) Client’s license rights will terminate and it must immediately cease use of the Services (including any related Podium Technology) and delete (or, at Podium’s request, return) any and all copies of any Podium documentation, scripts, passwords or access codes, and any other Podium Confidential Information in Client’s possession, custody, or control; and (b) Client’s right to access any Client Data in the applicable Services will cease, and unless otherwise precluded by a BAA, Podium may delete any such data in its possession at any time. If Podium terminates this Agreement for cause as provided in Section 8.3 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Client. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
8.5. Survival. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions); 3 (Use Rights; Restrictions); 4 (Client Data); 7 (Fees and Payment); 8 (Term and Termination); 9 (Confidential Information); 10 (Podium Technology); 11 (Third-Party Providers and Third-Party Products); 12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); 15 (Dispute Resolution); and 16 (General).
9. CONFIDENTIAL INFORMATION.
9.1. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, subcontractors, or Authorized Users having a legitimate need to know (which, for Podium, includes the subcontractors referenced in Section 16.6), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 9 and these recipients are bound to confidentiality obligations no less protective than this Section.
9.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law, subpoenas, or court orders, provided it uses commercially reasonable efforts to notify the other party where permitted to do so) and cooperates in any effort by the other party to obtain confidential treatment for the information.
9.3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
10. PODIUM TECHNOLOGY.
10.1. Ownership and Updates. By accepting this Agreement, Client acknowledges that it is obtaining only a limited right to use the Services and irrespective of any use of the words “purchase”, “sale”, or similar terms, no ownership rights are transferred to Client under this Agreement and, except as expressly permitted by such limited right, Client may not make any use of Podium Technology. Client agrees that Podium (or its suppliers) exclusively retains all rights, title, and interest (including all intellectual property rights) in and to all Services, products, any and all related documentation, software, technology, code, know-how, logos, trademarks, service marks, and templates (including in any reports or output obtained from the Services), anything delivered as part of support, materials or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Feedback (as defined below) (“Podium Technology”) provided by Podium (which is deemed Podium’s Confidential Information) and reserves any licenses not specifically granted herein. Furthermore, Podium exclusively owns and reserves all right, title, and interest in and to Podium’s Confidential Information and any data, in anonymized or aggregated form that does not identify you, any end users, or any natural person, generated or derived from the use or operation of the Services, including volumes, frequencies, bounce rates, and performance results for the Services. The Services are offered as an online, hosted product. Accordingly, Client acknowledges and agrees that it has no right to obtain a copy of the software behind any Services and that Podium at its option may make updates, bug fixes, modifications, or improvements to the Services from time-to-time.
10.2. Feedback. If Client elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, “Feedback”), Client hereby grants Podium a worldwide, perpetual, non-revocable, sublicensable, royalty-free right, and license to use, copy, disclose, license, distribute, and exploit any such Feedback in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
11. THIRD-PARTY PRODUCTS AND INTEGRATIONS.
Podium may, from time to time, contract with a third party to facilitate certain features of the Services, including as described in Section 16.6 of this Agreement. Podium may also allow or facilitate Client to make arrangements with other third-party providers that provide products or services in connection with, but which are not included in, the Services as described in this Agreement (“Third-Party Provider(s)”). If Client elects to use any Third-Party Provider(s) or any applications, integrations, add-ons, software, code, online services, systems, and other products that are not Podium Technology (“Third-Party Products”) in connection with the Services, such Third-Party Provider(s) or Third-Party Products may make Third-Party Content available to Client and may access Client’s instance of the Services, including Client Data. Client agrees and acknowledges that use of such Third-Party Provider(s) or Third-Party Products may require Client to enter into separate terms and conditions with such third-party. Unless Podium expressly agrees otherwise in a signed writing, Podium (a) is not a party to any such terms; (b) will not be liable thereunder; (c) does not warrant or support Third-Party Providers, Third-Party Products; or Third-Party Content; and (d) disclaims all responsibility and liability for these providers and items and their access to the Services, including their modification, deletion, disclosure, or collection of Client Data. Podium is not responsible in any way for Client Data once it is transmitted, copied, or removed from the Services.
12. INDEMNIFICATION.
12.1. Indemnification by Client. Client will indemnify and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) your unauthorized use of, or misuse of, the Services, including but not limited to the Podium Marketplace and Podium API, as applicable; (b) your violation of, any claim that you have violated, any applicable Law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party (including but not limited to your Customers, any Developer Partners, and any Third-Party Service Providers); (d) any demand, dispute, or issue (including without limitation fee disputes) between you and any Payment Service Provider(s) (as defined in the applicable Additional Terms); (e) any Client Data; (f) Podium’s use, as contemplated in this Agreement, of any information provided to Podium by you or your Customers; (g) breach or alleged breach of this Agreement, including Client’s warranties and obligations; or (h) if applicable, alleged breach or breach of Client’s obligations contained in the BAA. Client also agrees to defend the Podium Entities against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event Podium assumes exclusive defense of such claims, Client agrees to cooperate with our defense of any such claims. Client may not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12.2. Indemnification by Podium. Podium will indemnify and hold Client harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to (a) Podium’s gross negligence or willful misconduct; or (b) Podium’s infringement, misappropriation, or violation of a third party’s intellectual property rights. Podium also agrees to defend Client against these claims at Client’s request, but Client may participate in any claim through counsel of its own choosing and the Parties will reasonably cooperate on any defense. Podium must not settle any claim without Client’s prior written consent if the settlement does not fully release Client from liability or would require Client to admit fault, pay any amounts, or take or refrain from taking any action.
12.3. Exclusions to Podium’s Indemnification. Podium will not be required to indemnify Client in the event of: (a) modification of the Services by Client, its Authorized Users, Developer Partners, Third-Party Providers, affiliates, employees, or contractors in conflict with Client’s obligations or as a result of any prohibited activity under this Agreement, (b) use of the Services in a manner inconsistent with this Agreement, the Acceptable Use Policy, the Additional Terms, the Subscription Documentation, or any other agreement related to this Agreement, or (c) use of the Services in combination with any other application, product, or service not provided by Podium if such claim would not have occurred without such combination.
13. DISCLAIMERS.
13.1. EXCEPT AS PROVIDED EXPRESSLY HEREIN, ALL PODIUM TECHNOLOGY AND RELATED SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH THE PODIUM TECHNOLOGY ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM TECHNOLOGY WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM TECHNOLOGY WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, AND PODIUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY PROVIDERS, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON PODIUM TECHNOLOGY OR PODIUM’S RELATED SERVICES (INCLUDING CHANGES TO CLIENT PROPERTIES). THE DISCLAIMERS IN THIS SECTION 13 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
13.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS CLIENT(S) DO NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
14. LIMITATIONS OF LIABILITY.
TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL PODIUM OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PODIUM’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CLIENT TO PODIUM FOR THE APPLICABLE SERVICE(S) OR RELATED SERVICE(S) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, PODIUM’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 14 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 14 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY PODIUM TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
15. DISPUTE RESOLUTION.
If a dispute arises between the parties related to this Agreement or the Services provided therefrom, and the dispute cannot be settled through informal negotiations, the parties agree to resolve their dispute (referred to herein as “Claim(s)”) as follows:
15.1. Mediation. The parties agree to participate in mediation to settle their Claims in accordance with the rules and procedures found in Utah Code § 78B-10-101 et seq. (Utah Uniform Mediation Act and referred to as “UUMA”) and this Agreement before a party can file a judicial action, whether in a court of law, an administrative body, government agency, or otherwise. If there are any conflicting provisions between UUMA and this Agreement, the provisions in this Agreement will govern.
15.1.1. Notice. Mediation must be conducted within sixty (60) days from a party receiving written notice of Claims from a complaining party. The notice must contain a detailed description of the nature of the Claims and the requested relief sought.
15.1.2. Mediator Selection and Mediator Fees. A neutral mediator will be selected as mutually agreed upon by the parties. The mediator’s fees and costs will be paid to the mediator at the end of mediation, with both parties equally sharing the mediation costs and paying their own legal fees and costs.
15.1.3. Location. Mediation will occur in Salt Lake City, Utah.
15.2. Judicial Action. If the parties are unable to resolve the Claim pursuant to the mandatory mediation referenced above (or if one of the parties refuses to participate in the mandatory mediation or fails to respond to a complaining party’s request for mediation), the parties may subsequently file a judicial action.
15.3. Disputes Not Subject to the Mediation Process. The following claims or actions are not subject to the mandatory mediation provisions of this Section 15:
15.3.1. A request for an order of injunctive relief and any related incidental damages;
15.3.2. A request for an order to prevent the disclosure of or misuse of Confidential Information or trade secrets; and/or
15.3.3. Enforcement of Client’s payment obligations as set forth under Section 7.
16. GENERAL.
16.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that Podium may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.
16.2. Notices. Any notice or communication to Podium under this Agreement must be in writing. Client must send any notices under this Agreement (including breach notices) to Podium Headquarters (include “Attn. Legal Department” in the subject line) or by email to legal@podium.com. Podium may send notices to the e-mail addresses on Client’s account or, at Podium’s option, to Client’s last-known postal address. Podium may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of such notice on Podium’s Website or the Services. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Podium is not responsible for any automatic filtering Client or its network provider may apply to email notifications.
16.3. Publicity. Unless otherwise specified in the applicable Subscription Documentation, Podium may use Client’s name, logo, and marks to identify Client as a Podium Client on Podium’s website and other marketing materials.
16.4. Podium Communication with Client. You agree that Podium may send you emails and text messages, including transactional, operational, and marketing messages, possibly using automated technology, to the email or phone number you provide to Podium. Message and/or data rates may apply to such messages, and you may opt out at any time. You will keep your contact information up to date and will notify Podium immediately in the event that your contact information changes.
16.5. Referral Programs. Podium may, from time to time, and in its sole discretion, offer referral programs or opportunities to certain Podium clients or users. Such programs or opportunities may include incentives for such clients or users to promote Podium and/or its Services to their family or friends. Participation in such programs or opportunities is completely voluntary and is subject to this Agreement and the Podium Referral Submission Terms (“Referral Submission Terms”). Podium may modify, discontinue, or terminate any referral program or similar opportunity at any time, without notice.
16.6. Subcontractors. Podium may use subcontractors and permit them to exercise the rights granted to Podium in order to provide the Services and related services under this Agreement. Unless Podium expressly states otherwise in signed writing, Third-Party Providers are not “subcontractors” under this Agreement, and Podium disclaims all responsibility and liability for the actions or omissions of any Third-Party Providers, including but not limited to Developers.
16.7. Subpoenas. Nothing in this Agreement prevents Podium from disclosing Client Data to the extent required by law, subpoenas, or court orders, but Podium will use commercially reasonable efforts to notify Client where permitted to do so.
16.8. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
16.9. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
16.10. Amendments; Waivers. Podium may update or modify these Terms (including the Additional Terms and any referenced policies and other documents) from time to time by posting a revised version on the Website or Services or by notification via the email associated with your account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Subscription Term. Immaterial modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, will constitute acceptance of the updated Terms. If Client does not agree to the updated Terms, Client will no longer have the right to use the Services. Except as otherwise described in this Section 16.10, any modification or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
16.11. Headings. The headings used in this Agreement are for ease of reference only. They are not intended as a complete re-statement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.
16.12. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.
16.13. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Client acknowledges that each Subscription only permits use by and for the legal entity or entities identified in the Subscription Documentation and not any affiliates. Furthermore, Client’s affiliates are not permitted to use the Services under these Terms unless an affiliate agrees to these Terms individually and creates its own account.
16.14. Attorneys’ Fees and Costs. The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.
16.15. Entire Agreement. This Agreement, including these Terms and any applicable Subscription Documentation, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Podium Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. Any terms provided by Client (including as part of any purchase order or other business form used by Client) are for administrative purposes only and have no legal effect.
16.16. Counterparts; Electronic Transmission. This Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery will be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.
16.17. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
16.18. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
16.19. Notice Regarding Apple. This Section 16.19 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Podium only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (a) product liability claims; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Effective August 15th 2022 to August 15th 2022
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Table of Contents
Podium Terms of Service
Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (individually and collectively, the “Website”), is owned and operated by Podium Corporation, Inc. (“Podium,” “we,”“us,” or “our”). By using, installing, or accessing the Website or Services (as defined below), by signing or clicking to accept these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to be bound by the following terms and conditions, including Podium’s Privacy Policy (together, these “Terms”, or this “Agreement”).
If you are using a Podium Service on behalf of a company, organization, or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee, agent, or other authorized representative with all necessary authority to bind that entity to this Agreement.
This Agreement includes and hereby incorporates by reference any Subscription Documentation executed between you and Podium, as well as any policies or exhibits linked to or referenced herein. If you have entered into a separate written agreement with Podium concerning specific Services, the terms of such agreement control if there is any conflict between the terms of such agreement and these Terms. Please note that we may modify this Agreement as described in Section 16.10 below.
1. DEFINITIONS.
1.1. “Business Associate Agreement” (hereinafter “BAA”) means a written agreement between a covered entity and a business associate containing the elements specified at 45 CFR 164.504(e).
1.2. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
1.3. “HIPAA” means the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160 and 162, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160, all as may be amended from time to time.
1.4. "Law(s)” means all applicable local, state, federal, and international laws, rules, and regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, and Canada’s Anti-Spam Legislation (“CASL”).
1.5. “Protected Health Information” (hereinafter “PHI”) has the same meaning as that term is defined in HIPAA.
1.6. “Territory” means the United States, Canada, and Australia, unless otherwise expressly set forth in Client’s Subscription Documentation.
Other terms are defined in other Sections of this Agreement.
2. SERVICES.
2.1. Services. Podium provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “Voice,” and “Campaigns”), payment processing and related services (“Payments”), certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time (together with the Website, the “Service(s)”). Client will, from time to time, enter into a proposal, quote, services/purchase agreement, order form, statement of work, or otherwise click to accept or agree to an online registration form, which references this Agreement (“Subscription Documentation”) and details the Services ordered from Podium and, if applicable, the usage limits or other scope of use descriptions for the Services (including without limitation any usage or volume limits, numerical limits on Authorized Users, and descriptions of product feature levels) (the “Scope of Use”). Client may be provided the option to purchase certain Services as part of a package or bundle offer (each, a “Bundle”), as detailed in the applicable Subscription Documentation. The Services included in Podium’s Bundles are currently specified at https://www.podium.com/pricing/. Podium has no obligation to provide any services or perform any tasks not specifically set forth in this Agreement, including any applicable Subscription Documentation.
2.2. Alteration of Subscription Documentation. Any amendments or modifications to any existing Subscription Documentation must be agreed to in writing by the parties. Podium has no obligation to perform any Services under any amended Subscription Documentation until the parties have agreed to the effect of such changes on the applicable Fees.
2.3. Modification of the Services. Podium reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), or to alter the offering of the Services (including by adding, limiting, or discontinuing certain Bundle offers) temporarily or permanently. Podium also reserves the right to replace certain Services and Bundles with functionally equivalent Services or Bundles, at its sole discretion. In the event Podium makes any modification or alteration to the Services or the offering thereof that has a material adverse effect on the functionality of the Services ordered under your Subscription Documentation, Client may terminate this Agreement and receive a pro-rated refund of pre-paid unused Fees for the remainder of Client’s Subscription Term (as defined below).
2.4. Additional Terms. Client’s subscription to or use of certain Services may be subject to additional terms, policies, rules, or guidelines applicable to the Services or certain features of the Services that we may post on or link to from these Terms or the Services (the “Additional Terms”). To the extent applicable, all Additional Terms are incorporated by this reference into, and made a part of, these Terms. If Client purchases or otherwise uses any of the following Services, Client’s use is subject to and Client accepts the applicable Additional Terms, as set forth below.
2.4.1. Podium Payments. If Client uses Podium Payments, Client agrees to be bound by the Podium Payments Service Terms.
2.4.2. Podium Voice. If Client uses the Podium Voice, Client agrees to be bound by the Podium Voice Service Terms.
2.4.3. Podium Marketplace. If Client uses the Podium Marketplace, Client agrees to be bound by the Podium Marketplace Terms of Use.
2.4.4. Podium API. If Client uses the Podium API, Client agrees to be bound by the applicable terms of the Podium API Terms of Use.
2.4.5. Podium Developer Platform. If Client uses the Podium Developer Platform, Client agrees to be bound by the Podium Developer Terms.
3. USE RIGHTS; RESTRICTIONS.
3.1. Use of Services. Subject to all terms and conditions of this Agreement, including any Additional Terms, Podium grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory (to the extent available in the Territory) to: (a) install and use an object code copy of any mobile application associated with the Services; and (b) access and use the Services, designated on Client’s Subscription Documentation solely for Client’s internal business purposes, but only in accordance with this Agreement, Podium’s Acceptable Use Policy (“Acceptable Use Policy”), the applicable Subscription Documentation, and all applicable Scope of Use descriptions. Although the Services may be accessible worldwide, Podium makes no representation that the Services are appropriate or available for use in locations outside the Territory (or that all products or features of the Services are available throughout the Territory). Furthermore, accessing the Services from territories where their content or use is illegal, is prohibited under this Agreement. Those who choose to access the Services from other locations do so at their own initiative and are responsible for compliance with local laws and any costs associated with access or use outside the Territory. You may not use or export the Services in violation of U.S. export laws and regulations.
3.2. Account Registration. Client must register for a Podium account in order to access or receive the Services. Account information must be accurate, current, and complete, and will be governed by Podium’s Privacy Policy as may be amended from time to time. Client agrees to keep its account information up to date so that Podium may send notices, statements, and other information by email or through Client’s account. By using or accessing the Website, Client agrees and consents to Podium’s use of cookies in accordance with the terms of Podium’s Privacy Policy. Client is solely responsible for all use of its Services account(s). Podium will not be liable for any loss or damage arising from unauthorized use of Client’s account(s).
3.3. Eligibility and Use by Others. By agreeing to these Terms, Client warrants that it and its employees, agents, contractors, and any other users (including but not limited to Developer Partners or Third-Party Providers) whom Client has authorized to access the Services on its behalf (“Authorized Users”): (a) are over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all Laws when using the Services. Client may permit its Authorized Users to use the Services provided their use is for Client’s benefit only and remains in compliance with this Agreement. Authorized Users are and will be subject to the applicable terms and conditions of this Agreement, which may be communicated by posting to the Website or on a click-through basis to Authorized Users upon access to the Services and/or Website.
3.4. Responsibility for Authorized Users. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with this Agreement. Client will be solely responsible for authorizing and creating user IDs, passwords, and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Provided, however, Podium may, in its sole discretion, suspend any Authorized User’s access to the Services. Client is solely responsible for ensuring that any user IDs, passwords, and other access credentials (such as API tokens) for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, Client is solely responsible for complying, and ensuring its Authorized Users comply, with all Laws applicable to Client. Client will be solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions.
3.5. Use by Customers. Any person that is a client, customer, or patient of Client, or that is a potential client, customer, or patient of Client (“Customer(s)”) who accesses and/or uses the Services, including via Client’s account or website, are subject to the Acceptable Use Policy and such other terms as may be provided by Podium from time to time, which includes Podium’s right to remove or disable access to any Customer or content or resource that violates the Acceptable Use Policy.
3.6. General Restrictions. Client must not (and must not allow any third party to): (a) rent, lease, copy, transfer, sublicense, or provide access to the Podium Technology (as defined below) to a third party (except Authorized Users as specifically authorized above); (b) incorporate the Podium Technology (or any portion thereof) into, or use it with or to provide, any site, product, or service; (c) use the Podium Technology (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (d) publicly disseminate information regarding the performance of the Podium Technology (which is deemed Podium’s Confidential Information); (e) modify or create a derivative work of the Podium Technology or any portion thereof; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Podium Technology or Services, except to the extent expressly permitted by applicable Law and then only upon advance notice to Podium; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the Podium Technology other than as specifically permitted above; (i) use the Services in violation of the Acceptable Use Policy; or (j) remove or obscure any proprietary or other notices contained in the Podium Technology including in any reports or output obtained from the Podium Technology.
3.7. Beta Releases and Free Access Subscriptions. Subject to Client’s compliance with the terms of this Agreement, Podium may provide Client with certain Services for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta”, or other early-stage Services, integrations, or features (“Beta Releases”) for the Subscription Term set forth in the applicable Subscription Documentation (if applicable). This Section 3.7 and any relevant Additional Terms will apply to any Free Access Subscription or Beta Release (even if a Beta Release is provided for a fee or counts towards Client’s Scope of Use allocations) and supersedes any contrary provision in this Agreement. For the avoidance of doubt, Section 6 (Availability of Services; Support) will not apply to any Free Access Subscription or Beta Release. Podium may use good faith efforts in its discretion to assist Client with Free Access Subscriptions or Beta Releases. Without limiting the other disclaimers and limitations in this Agreement, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. WITH RESPECT TO BETA RELEASES, CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH PODIUM WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A BETA RELEASE IS AT CLIENT’S SOLE RISK. You may choose to use Free Access Subscriptions and Beta Releases at your sole discretion. Podium makes no guarantees or promises with respect to the continued availability of any Free Access Subscriptions or Beta Releases or that future versions of a Free Access Subscription or Beta Release will be released or will be available under the same commercial or other terms. Podium may discontinue Beta Releases at any time, in our sole discretion, and decide not to make any Beta Releases generally available. Notwithstanding anything to the contrary herein, Podium may terminate Client’s right to use any Free Access Subscription or Beta Release at any time for any reason or no reason in Podium’s sole discretion, without liability.
4. CLIENT DATA.
4.1. Rights in Client Data. As between the parties, Client retains all right, title, and interest (including any intellectual property rights) in and to any text, images, or other content and data that Client selects or submits for use or incorporation with the Services (including without limitation, chat and message logs, Customer Data, PHI, or any Third-Party Content) (“Client Data”). “Customer Data” means data related to the identity, characteristics, and activities of Customers, collected or submitted to the Services by Client or captured by the Services. To the extent Client is a Covered Entity or a Business Associate, as those terms are defined in HIPAA, “Client Data” also includes PHI. “Third-Party Content” means content, data, or other materials that Client provides to the Podium Services from its third-party data providers, including through Third-Party Products (as defined below) used by Client. Client hereby grants Podium a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Client Data solely to the extent necessary to provide the Services and related services to Client and as otherwise provided herein. Client further instructs Podium to use and disclose Client Data and Customer Data as necessary to (a) provide the Services consistent with this Agreement and Podium’s Privacy Policy, including detecting, investigating, and preventing security incidents, spam, fraud, or unlawful use of the Services, and (b) respond to Client’s inquiries or any technical problems and ensure the Services are working properly.
4.2. Aggregate/Anonymous Data. Client agrees that Podium will have the right to generate usage data from Client use of the Services and may aggregate anonymized Client Data (“Aggregate/Anonymous Data”). Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is Podium Technology, which Podium may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Podium’s products and services and to create and distribute reports and other materials). Podium will not distribute Aggregate/Anonymous Data in a manner that personally identifies Client or its Customers, or that would otherwise violate applicable Laws. If Client and Podium have entered into a BAA, Podium will use the Aggregate/Anonymous Data only in conformity with the terms of such agreement.
4.3. Monitoring. Client understands and agrees that Podium may monitor and analyze Client Data or Customer Data (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Website or Services; to improve Client’s experience using the Website or Services; to customize and communicate informational or product offerings and promotions to Client; to ensure compliance with the Acceptable Use Policy (including taking corrective action permitted therein); and/or to make the Website or Services more helpful or useful to Client and other users. Client also understands that any third-party platform(s) or Third-Party Provider(s) Client elects to use or access in conjunction with the Services may also monitor and analyze the Client Data and/or Customer Data Client uses or accesses in connection with such third-party platforms, to customize and communicate information or product offerings and promotions to Client; to ensure compliance with applicable terms of use; and to make such third-party platform(s) more helpful or useful to Client and other users.
4.4. Security. Podium agrees to maintain physical, technical, and organizational measures designed, in its discretion, to secure its systems from unauthorized access, use, or disclosure. If Client is a Covered Entity or Business Associate, as defined in HIPAA, Podium and Client agree to the terms of Podium’s BAA (currently available at https://legal.podium.com/#BAA), which may be amended from time to time, and to secure and utilize PHI in accordance with the BAA. Podium takes no responsibility and assumes no liability for any Client Data other than its express security obligations in this Section 4.4.
4.5. Storage. Podium does not provide an archiving service. During the Subscription Term, Client acknowledges that Podium may delete Client Data no longer in active use. Except for requirements that are included in any BAA entered into between Podium and Client, Podium expressly disclaims all other obligations with respect to storage.
5. CLIENT OBLIGATIONS.
5.1. Warranty. Client warrants and represents that it will use the Services in full compliance with all Laws and terms of this Agreement, including the Acceptable Use Policy, and that it will not use the Services in a manner that would cause Podium to violate any obligation with respect to any such Laws. Client also warrants and represents that: (a) Client has sole ownership of any Client Data it provides to Podium, or otherwise has legal rights to provide such Client Data, and Client Data and Podium’s use thereof will not violate third-party rights, including intellectual property, privacy, and publicity rights; (b) Podium’s possession and/or use of the Client Data on Client’s behalf in connection with the Services, as contemplated hereunder, will not violate any contract, statute, or regulation; (c) any Client Data Client and/or Client’s authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, and will only concern Client or the goods and/or services that Client provides; (d) Client is authorized to provide Podium with any Customer, Client, or Authorized User information it provides in connection with the Services, including any personally identifying information; and (e) Client and/or Client’s Authorized User(s) will only use the Services for interaction with actual Customers. If Client receives any take-down requests or infringement notices related to Client Data or its use of Third-Party Products, it will promptly stop using these items with the Services and notify Podium immediately. Additionally, if an integration is included in the Services Client orders, Client grants Podium the right to access Client’s Data or Client’s CRM system directly or through a third-party service for the purposes of fulfilling Podium’s obligations under this Agreement, and Client warrants that Client is not restricted by law or applicable agreement from granting Podium such right. Podium will not be held liable for any consequences of false and/or inaccurate content published to an online review or ratings website through Podium by Client or its Authorized Users.
5.2. Customer Consent; Intended Use of the Services. Client understands and agrees that the Services are intended to allow Client to send electronic communication, including but not limited to text messages, only to Client’s own current Customers who have consented to the receipt of such communications and are provided with necessary notices in accordance with applicable Laws. Client also understands and agrees that the Services are intended primarily to be used to send transactional and/or informational messages, not advertisements, marketing, telemarketing, or promotional messages, as such are defined in applicable Laws (hereinafter, collectively “Marketing”), and that Client may use the Services to send Marketing messages only via Podium Campaigns. Accordingly, Client will for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing the Services; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) send Marketing messages through Podium only via Podium Campaigns and only in compliance with all Laws, the terms of this Agreement, including the Acceptable Use Policy, and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated this Section 5.
6. AVAILABILITY OF SERVICES; SUPPORT.
6.1. Availability. Subject to the terms of this Agreement and any scheduled maintenance and unavailability caused by: (a) actions or omissions of Client; (b) failures, errors, or defects in the facilities, hardware, software, or network of Client; or (c) circumstances that constitute a force majeure event or that are beyond Podium’s reasonable control, the Services will be available for access via the Website 99.0% of the time during of the applicable Subscription Term. Client’s sole remedy and Podium’s sole liability for failure to meet the aforementioned availability will be support in accordance with Section 6.2.
6.2. Support. Podium makes available web-based support through the Website. Additional support services may be available to Client subject to payment of applicable fees (if any), as specified in any applicable Subscription Documentation. Any support services are subject to this Agreement and Podium’s applicable support policies, if any. Client is primarily responsible for its own account setup and onboarding. Podium may also provide onboarding, deployment, and other services under this Agreement, including via Third-Party Providers or subcontractors. If applicable, the scope, pricing, and other terms for these additional services will be set forth in the applicable Subscription Documentation. Podium’s ability to deliver the Services will depend on Client’s reasonable and timely cooperation and the accuracy and completeness of any information from Client needed to deliver the Services.
7. FEES AND PAYMENT.
7.1. Fees. Unless otherwise specified on the applicable Subscription Documentation, the Services are provided on an ongoing, per-license subscription-basis including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the Subscription Documentation (“Subscription”). Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Additional Terms (collectively, the “Fees”). Except as otherwise specified in the applicable Subscription Documentation, unless Client terminates a Free Access Subscription prior to the lapse of the Free Access Subscription Term, such Services will convert to a paid Subscription and Client agrees to pay Podium the applicable Subscription Fees according to the terms of this Agreement. Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
7.2. Payment of Fees. Unless otherwise specified in the applicable Subscription Documentation, all Subscription Fees will be paid annually in advance, though overage fees (if any) may be charged in arrears, and all references to currency set forth herein will mean U.S. dollars, with all payments hereunder to be made in U.S. dollars. Subscription Fees are non-refundable and non-creditable, except as expressly set forth in Sections 2.3 (Modification of the Services) and 8.3 (Termination for Cause). If the payment method selected on the applicable Subscription Documentation is credit card, ACH, or direct debit, Client authorizes Podium to charge the Subscription Fees automatically, on an auto-renew basis on your Subscription Start Date (as defined below) for each subsequent Subscription Term. For the avoidance of doubt, all additional Subscription Fees for additional Services accessed by Client will be billed when the Service is first accessed by Client and automatically, on an auto-renew basis on Client’s existing Subscription Start Date. The Subscription will continue unless and until you or Podium terminate your Subscription in accordance with Section 8. You must cancel your Subscription before it renews in order to avoid billing the next periodic Subscription Fees to your account. If Client elects to pay by credit card, then you are responsible for both (a) enabling auto-recharge on your account and (b) ensuring that your account has a sufficient positive balance to cover all Fees when due. Should Podium be unable to process/receive the Fees when due and owing, payment shall be considered overdue. Podium will have the right to charge interest on all overdue amounts equal to the maximum amounts allowed by applicable Law. Additionally, after payment becomes overdue, Podium will have the right to immediately suspend Client’s access to the Services and/or seek to enforce Client’s payment obligations including through the use of third-party services.
7.3. Taxes. Podium’s Fees are exclusive of all taxes and regulatory fees, and Client must pay any applicable taxes regulatory fees, or levies, whether domestic or foreign, other than taxes based on the income of Podium. Client will make tax and regulatory fee payments to Podium to the extent amounts are included on Podium’s invoices.
7.4. Fee Increase. Podium reserves the right to determine the applicable Fees for any Services. While Podium will make reasonable efforts to keep the information relating to Fees published on its Website up to date, you should check the Website periodically for information about current Fees. If any Fees are specified on your Subscription Documentation, Podium may increase Fees applicable to you upon forty-five (45) days’ prior written notice, effective on the start date of your subsequent Subscription Term. Additionally, notwithstanding the foregoing, Podium may adjust the Payments Services Fees as set forth in the Payments Service Terms. Podium may also, from time to time and in its sole discretion, make promotional offers or different Fees available to its clients or other users. Such promotional offers will not apply to you or this Agreement unless specified in writing in your Subscription Documentation.
8. TERM AND TERMINATION.
8.1. Term. This Agreement is effective until the applicable Subscription Term for the Services has expired or the Subscription is terminated as expressly permitted herein. Unless otherwise stated in Client’s Subscription Documentation, the initial term for any Subscription to the Services is twelve (12) months and will automatically renew for subsequent periods of equal duration (the “Subscription Term”), unless either party gives written notice of non-renewal at least one (1) month before the end of the then-current Subscription Term. Client may give notice of non-renewal by sending an email to support@podium.com. If no Subscription start date is specified on the applicable Subscription Documentation, the Subscription starts when Client first obtains access to the Services (“Subscription Start Date”). By agreeing to any Subscription Documentation, Client is agreeing to pay applicable fees for the entire Subscription Term. Client cannot cancel or terminate a Subscription Term except as expressly permitted by this Section 8.1 or Section 8.3 (Termination for Cause). Unless Client’s Subscription Documentation expressly states otherwise, any additional Services purchased during Client’s Subscription Term will be coterminous with Client’s most recent Podium platform Subscription Term.
8.2. Suspension of Services. Podium may suspend Client’s (or any Authorized User’s, as applicable) access to the Services if: (a) Client’s account is overdue, or (b) Client has exceeded its Scope of Use limits. Podium may also suspend Client’s (or any Authorized User’s, as applicable) access to the Services, remove Client Data, or disable Third-Party Products if it determines that: (i) Client has breached Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations); or (ii) suspension is necessary to prevent harm or liability to other clients of Podium or third parties or to preserve the security, stability, availability, or integrity of the Services. Podium will have no liability for taking action as permitted above. For avoidance of doubt, Client will remain responsible for payment of Fees during any suspension period. Unless this Agreement has been terminated, Podium will cooperate with Client to restore access to the Services once it verifies that Client has resolved the condition requiring suspension.
8.3. Termination for Cause. Either party may terminate this Agreement, including any related Subscription Documentation, if the other party: (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). If Client terminates during the Subscription Term for any reason other than the foregoing, Client will be responsible for the Fees due for the entire Subscription Term. Podium may also terminate this Agreement or any related Subscription Documentation immediately if Client breaches Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations), for repeated violations of other Sections of this Agreement, or if applicable, a breach of the parties’ BAA.
8.4. Effect of Termination. Upon any expiration or termination of this Agreement or any Subscription Documentation: (a) Client’s license rights will terminate and it must immediately cease use of the Services (including any related Podium Technology) and delete (or, at Podium’s request, return) any and all copies of any Podium documentation, scripts, passwords or access codes, and any other Podium Confidential Information in Client’s possession, custody, or control; and (b) Client’s right to access any Client Data in the applicable Services will cease, and unless otherwise precluded by a BAA, Podium may delete any such data in its possession at any time. If Podium terminates this Agreement for cause as provided in Section 8.3 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Client. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
8.5. Survival. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions); 3 (Use Rights; Restrictions); 4 (Client Data); 7 (Fees and Payment); 8 (Term and Termination); 9 (Confidential Information); 10 (Podium Technology); 11 (Third-Party Providers and Third-Party Products); 12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); 15 (Dispute Resolution); and 16 (General).The following Sections survive any expiration or termination of this Agreement: 1 (Definitions); 3 (Use Rights; Restrictions); 4 (Client Data); 7 (Fees and Payment); 8 (Term and Termination); 9 (Confidential Information); 10 (Podium Technology); 11 (Third-Party Products and Integrations); 12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); 15 (Dispute Resolution); and 16 (General).
9. CONFIDENTIAL INFORMATION.
9.1. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, subcontractors, or Authorized Users having a legitimate need to know (which, for Podium, includes the subcontractors referenced in Section 16.6), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 9 and these recipients are bound to confidentiality obligations no less protective than this Section.
9.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law, subpoenas, or court orders, provided it uses commercially reasonable efforts to notify the other party where permitted to do so) and cooperates in any effort by the other party to obtain confidential treatment for the information.
9.3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
10. PODIUM TECHNOLOGY.
10.1. Ownership and Updates. By accepting this Agreement, Client acknowledges that it is obtaining only a limited right to use the Services and irrespective of any use of the words “purchase”, “sale”, or similar terms, no ownership rights are transferred to Client under this Agreement and, except as expressly permitted by such limited right, Client may not make any use of Podium Technology. Client agrees that Podium (or its suppliers) exclusively retains all rights, title, and interest (including all intellectual property rights) in and to all Services, products, any and all related documentation, software, technology, code, know-how, logos, trademarks, service marks, and templates (including in any reports or output obtained from the Services), anything delivered as part of support, materials or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Feedback (as defined below) (“Podium Technology”) provided by Podium (which is deemed Podium’s Confidential Information) and reserves any licenses not specifically granted herein. Furthermore, Podium exclusively owns and reserves all right, title, and interest in and to Podium’s Confidential Information and any data, in anonymized or aggregated form that does not identify you, any end users, or any natural person, generated or derived from the use or operation of the Services, including volumes, frequencies, bounce rates, and performance results for the Services. The Services are offered as an online, hosted product. Accordingly, Client acknowledges and agrees that it has no right to obtain a copy of the software behind any Services and that Podium at its option may make updates, bug fixes, modifications, or improvements to the Services from time-to-time.
10.2. Feedback. If Client elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, “Feedback”), Client hereby grants Podium a worldwide, perpetual, non-revocable, sublicensable, royalty-free right, and license to use, copy, disclose, license, distribute, and exploit any such Feedback in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
11. THIRD-PARTY PRODUCTS AND INTEGRATIONS.
Podium may, from time to time, contract with a third party to facilitate certain features of the Services, including as described in Section 16.6 of this Agreement. Podium may also allow or facilitate Client to make arrangements with other third-party providers that provide products or services in connection with, but which are not included in, the Services as described in this Agreement (“Third-Party Provider(s)”). If Client elects to use any Third-Party Provider(s) or any applications, integrations, add-ons, software, code, online services, systems, and other products that are not Podium Technology (“Third-Party Products”) in connection with the Services, such Third-Party Provider(s) or Third-Party Products may make Third-Party Content available to Client and may access Client’s instance of the Services, including Client Data. Client agrees and acknowledges that use of such Third-Party Provider(s) or Third-Party Products may require Client to enter into separate terms and conditions with such third-party. Unless Podium expressly agrees otherwise in a signed writing, Podium (a) is not a party to any such terms; (b) will not be liable thereunder; (c) does not warrant or support Third-Party Providers, Third-Party Products; or Third-Party Content; and (d) disclaims all responsibility and liability for these providers and items and their access to the Services, including their modification, deletion, disclosure, or collection of Client Data. Podium is not responsible in any way for Client Data once it is transmitted, copied, or removed from the Services.
12. INDEMNIFICATION.
12.1. Indemnification by Client. Client will indemnify and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) your unauthorized use of, or misuse of, the Services, including but not limited to the Podium Marketplace and Podium API, as applicable; (b) your violation of, any claim that you have violated, any applicable Law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party (including but not limited to your Customers, any Developer Partners, and any Third-Party Service Providers); (d) any demand, dispute, or issue (including without limitation fee disputes) between you and any Payment Service Provider(s) (as defined in the applicable Additional Terms); (e) any Client Data; (f) Podium’s use, as contemplated in this Agreement, of any information provided to Podium by you or your Customers; (g) breach or alleged breach of this Agreement, including Client’s warranties and obligations; or (h) if applicable, alleged breach or breach of Client’s obligations contained in the BAA. Client also agrees to defend the Podium Entities against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event Podium assumes exclusive defense of such claims, Client agrees to cooperate with our defense of any such claims. Client may not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12.2. Indemnification by Podium. Podium will indemnify and hold Client harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to (a) Podium’s gross negligence or willful misconduct; or (b) Podium’s infringement, misappropriation, or violation of a third party’s intellectual property rights. Podium also agrees to defend Client against these claims at Client’s request, but Client may participate in any claim through counsel of its own choosing and the Parties will reasonably cooperate on any defense. Podium must not settle any claim without Client’s prior written consent if the settlement does not fully release Client from liability or would require Client to admit fault, pay any amounts, or take or refrain from taking any action.
12.3. Exclusions to Podium’s Indemnification. Podium will not be required to indemnify Client in the event of: (a) modification of the Services by Client, its Authorized Users, Developer Partners, Third-Party Providers, affiliates, employees, or contractors in conflict with Client’s obligations or as a result of any prohibited activity under this Agreement, (b) use of the Services in a manner inconsistent with this Agreement, the Acceptable Use Policy, the Additional Terms, the Subscription Documentation, or any other agreement related to this Agreement, or (c) use of the Services in combination with any other application, product, or service not provided by Podium if such claim would not have occurred without such combination.
13. DISCLAIMERS.
13.1. EXCEPT AS PROVIDED EXPRESSLY HEREIN, ALL PODIUM TECHNOLOGY AND RELATED SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH THE PODIUM TECHNOLOGY ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM TECHNOLOGY WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM TECHNOLOGY WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, AND PODIUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY PROVIDERS, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON PODIUM TECHNOLOGY OR PODIUM’S RELATED SERVICES (INCLUDING CHANGES TO CLIENT PROPERTIES). THE DISCLAIMERS IN THIS SECTION 13 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
13.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS CLIENT(S) DO NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
14. LIMITATIONS OF LIABILITY.
TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL PODIUM OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PODIUM’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CLIENT TO PODIUM FOR THE APPLICABLE SERVICE(S) OR RELATED SERVICE(S) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, PODIUM’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 14 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 14 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY PODIUM TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
15. DISPUTE RESOLUTION.
If a dispute arises between the parties related to this Agreement or the Services provided therefrom, and the dispute cannot be settled through informal negotiations, the parties agree to resolve their dispute (referred to herein as “Claim(s)”) as follows:
15.1. Mediation. The parties agree to participate in mediation to settle their Claims in accordance with the rules and procedures found in Utah Code § 78B-10-101 et seq. (Utah Uniform Mediation Act and referred to as “UUMA”) and this Agreement before a party can file a judicial action, whether in a court of law, an administrative body, government agency, or otherwise. If there are any conflicting provisions between UUMA and this Agreement, the provisions in this Agreement will govern.
15.1.1. Notice. Mediation must be conducted within sixty (60) days from a party receiving written notice of Claims from a complaining party. The notice must contain a detailed description of the nature of the Claims and the requested relief sought.
15.1.2. Mediator Selection and Mediator Fees. A neutral mediator will be selected as mutually agreed upon by the parties. The mediator’s fees and costs will be paid to the mediator at the end of mediation, with both parties equally sharing the mediation costs and paying their own legal fees and costs.
15.1.3. Location. Mediation will occur in Salt Lake City, Utah.
15.2. Judicial Action. If the parties are unable to resolve the Claim pursuant to the mandatory mediation referenced above (or if one of the parties refuses to participate in the mandatory mediation or fails to respond to a complaining party’s request for mediation), the parties may subsequently file a judicial action.
15.3. Disputes Not Subject to the Mediation Process. The following claims or actions are not subject to the mandatory mediation provisions of this Section 15:
15.3.1. A request for an order of injunctive relief and any related incidental damages;
15.3.2. A request for an order to prevent the disclosure of or misuse of Confidential Information or trade secrets; and/or
15.3.3. Enforcement of Client’s payment obligations as set forth under Section 7.
16. GENERAL.
16.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that Podium may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.
16.2. Notices. Any notice or communication to Podium under this Agreement must be in writing. Client must send any notices under this Agreement (including breach notices) to Podium Headquarters (include “Attn. Legal Department” in the subject line) or by email to legal@podium.com. Podium may send notices to the e-mail addresses on Client’s account or, at Podium’s option, to Client’s last-known postal address. Podium may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of such notice on Podium’s Website or the Services. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Podium is not responsible for any automatic filtering Client or its network provider may apply to email notifications.
16.3. Publicity. Unless otherwise specified in the applicable Subscription Documentation, Podium may use Client’s name, logo, and marks to identify Client as a Podium Client on Podium’s website and other marketing materials.
16.4. Podium Communication with Client. You agree that Podium may send you emails and text messages, including transactional, operational, and marketing messages, possibly using automated technology, to the email or phone number you provide to Podium. Message and/or data rates may apply to such messages, and you may opt out at any time. You will keep your contact information up to date and will notify Podium immediately in the event that your contact information changes.
16.5. Referral Programs. Podium may, from time to time, and in its sole discretion, offer referral programs or opportunities to certain Podium clients or users. Such programs or opportunities may include incentives for such clients or users to promote Podium and/or its Services to their family or friends. Participation in such programs or opportunities is completely voluntary and is subject to this Agreement and the Podium Referral Submission Terms (“Referral Submission Terms”). Podium may modify, discontinue, or terminate any referral program or similar opportunity at any time, without notice.
16.6. Subcontractors. Podium may use subcontractors and permit them to exercise the rights granted to Podium in order to provide the Services and related services under this Agreement. Unless Podium expressly states otherwise in signed writing, Third-Party Providers are not “subcontractors” under this Agreement, and Podium disclaims all responsibility and liability for the actions or omissions of any Third-Party Providers, including but not limited to Developers.
16.7. Subpoenas. Nothing in this Agreement prevents Podium from disclosing Client Data to the extent required by law, subpoenas, or court orders, but Podium will use commercially reasonable efforts to notify Client where permitted to do so.
16.8. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
16.9. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
16.10. Amendments; Waivers. Podium may update or modify these Terms (including the Additional Terms and any referenced policies and other documents) from time to time by posting a revised version on the Website or Services or by notification via the email associated with your account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Subscription Term. Immaterial modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, will constitute acceptance of the updated Terms. If Client does not agree to the updated Terms, Client will no longer have the right to use the Services. Except as otherwise described in this Section 16.10, any modification or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
16.11. Headings. The headings used in this Agreement are for ease of reference only. They are not intended as a complete re-statement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.
16.12. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.
16.13. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Client acknowledges that each Subscription only permits use by and for the legal entity or entities identified in the Subscription Documentation and not any affiliates. Furthermore, Client’s affiliates are not permitted to use the Services under these Terms unless an affiliate agrees to these Terms individually and creates its own account.
16.14. Attorneys’ Fees and Costs. The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.
16.15. Entire Agreement. This Agreement, including these Terms and any applicable Subscription Documentation, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Podium Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. Any terms provided by Client (including as part of any purchase order or other business form used by Client) are for administrative purposes only and have no legal effect.
16.16. Counterparts; Electronic Transmission. This Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery will be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.
16.17. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
16.18. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
16.19. Notice Regarding Apple. This Section 16.19 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Podium only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (a) product liability claims; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Effective May 17th 2022 to August 15th 2022
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Table of Contents
Podium Terms of Service
Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (individually and collectively, the “Website”), is owned and operated by Podium Corporation, Inc. (“Podium”, “we” or “us”). By using, installing, or accessing the Website or Services (as defined below), by signing or clicking to accept these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to be bound by the following terms and conditions including Podium’s Privacy Policy (together, these “Terms”, or this “Agreement”).
If you are using a Podium Service on behalf of a company or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee or agent with all necessary authority to bind that entity to this Agreement.
This Agreement includes and hereby incorporates by reference any Subscription Documentation executed between you and Podium, as well as any policies or exhibits linked to or referenced herein. If you have entered into a separate written agreement with Podium concerning specific Services, the terms of such agreement control if there is any conflict between the terms of such agreement and these Terms. Please note that we may modify this Agreement as described in Section 16.8 below.
1. DEFINITIONS.
1.1. “Business Associate Agreement” (hereinafter “BAA”) means a written agreement between a covered entity and a business associate containing the elements specified at 45 CFR 164.504(e).
1.2. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
1.3. “HIPAA” means the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160 and 162, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160, all as may be amended from time to time.
1.4. “Protected Health Information” (hereinafter “PHI”) has the same meaning as that term is defined in HIPAA.
1.5. “Territory” means the United States, Canada, and Australia, unless otherwise expressly set forth in Client’s Subscription Documentation.
Other terms are defined in other Sections of this Agreement.
2. SERVICES.
2.1. Services. Podium provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Videochat,” “Teamchat,” “Automations,” “Voice,” and “Campaigns”), payment processing (“Payments”), certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time (together with the Website, the “Service(s)”). Client will, from time to time, enter into a proposal, quote, services/purchase agreement, order form, statement of work, or otherwise click to accept or agree to an online registration form, which references this Agreement (“Subscription Documentation”) and details the Services ordered from Podium and, if applicable, the usage limits or other scope of use descriptions for the Services (including without limitation any usage or volume limits, numerical limits on Authorized Users, and descriptions of product feature levels) (the “Scope of Use”). Client may be provided the option to purchase certain Services as part of a package or bundle offer (each, a “Bundle”), as detailed in the applicable Subscription Documentation. Podium has no obligation to provide any services or perform any tasks not specifically set forth in this Agreement, including any applicable Subscription Documentation.
2.2. Alteration of Subscription Documentation. Any amendments or modification to any existing Subscription Documentation must be agreed to in writing by the parties. Podium has no obligation to perform any Services under the amended Subscription Documentation until the parties have agreed to the effect of such changes on the applicable Fees.
2.3. Modification of the Services. Podium reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), or to alter the offering of the Services (including by adding, limiting, or discontinuing certain Bundle offers) temporarily or permanently. Podium also reserves the right to replace certain Services and Bundles with functionally equivalent Services or Bundles, at its sole discretion. In the event Podium makes any modification or alteration to the Services or the offering thereof that has a material adverse effect on the functionality of the Services ordered under your Subscription Documentation, Client may terminate this Agreement and receive a pro-rated refund of pre-paid unused Fees for the remainder of Client’s Subscription Term (as defined below).
2.4. Additional Terms. Client’s subscription to or use of certain Services may be subject to additional terms, policies, rules, or guidelines applicable to the Services or certain features of the Services that we may post on or link to from the Services (the “Additional Terms”). For example, if you elect to use Podium Payments, your use is subject to the Podium Payments Service Terms (currently available at https://legal.podium.com/#paymentstos-us). To the extent applicable, all Additional Terms are incorporated by this reference into, and made a part of, these Terms.
3. USE RIGHTS; RESTRICTIONS.
3.1. Use of Services. Subject to all terms and conditions of this Agreement, including any Additional Terms, Podium grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory (to the extent available in the Territory) to: (a) install and use an object code copy of any mobile application associated with the Services; and (b) access and use the Services, designated on Client’s Subscription Documentation solely for Client’s internal business purposes, but only in accordance with this Agreement, Podium’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://legal.podium.com/#aup-us), the applicable Subscription Documentation, and all applicable Scope of Use descriptions. Although the Services may be accessible worldwide, Podium makes no representation that the Services are appropriate or available for use in locations outside the Territory (or that all products or features of the Services are available throughout the Territory). Furthermore, accessing the Services from territories where their content or use is illegal is prohibited. Those who choose to access the Services from other locations do so at their own initiative and are responsible for compliance with local laws and any costs associated with access or use outside the Territory. You may not use or export the Services in violation of U.S. export laws and regulations.
3.2. Account Registration. Client will register for a Podium account in order to access or receive the Services. Account information must be accurate, current, and complete, and will be governed by Podium’s Privacy Policy (currently available at https://legal.podium.com/#privacypolicy-us) as may be amended from time to time. Client agrees to keep its account information up to date so that Podium may send notices, statements, and other information by email or through Client’s account. By using or accessing the Website, Client agrees and consents to Podium’s use of cookies in accordance with the terms of Podium’s Privacy Policy. You are solely responsible for all use of the Services account. Podium will not be liable for any loss or damage arising from unauthorized use of Client’s account.
3.3. Eligibility and Use by Others. By agreeing to these Terms, Client warrants that it and its employees and contractors whom Client has authorized to access the Services on its behalf (“Authorized Users”): (a) are over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all applicable laws when using the Services. Client may permit its Authorized Users to use the Services provided their use is for Client’s benefit only and remains in compliance with this Agreement. Authorized Users are and will be subject to the applicable terms and conditions of this Agreement which may be communicated by posting to the Website or on a click-through basis to Authorized Users upon access to the Services and/or Website.
3.4. Responsibility for Authorized Users. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with the terms and conditions herein. Client will be solely responsible for authorizing and creating user IDs, passwords, and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Provided, however, Podium may, in its sole discretion, suspend any Authorized User’s access to the Services. Client is solely responsible for ensuring that any user IDs, passwords, and other access credentials (such as API tokens) for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, Client is solely responsible for complying, and ensuring its Authorized Users comply, with all laws applicable to Client. Client will be solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords or access credentials. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions.
3.5. Use by Customers. Any person that is a client, customer, or patient of Client, or that is a potential client, customer, or patient of Client (“Customer(s)”) who accesses and/or uses the Services, including via Client’s website, are subject to the Acceptable Use Policy and such other terms as may be provided by Podium from time to time, which includes Podium’s right to remove or disable access to any Customer or content or resource that violates the Acceptable Use Policy.
3.6. General Restrictions. Client must not (and must not allow any third party to): (a) rent, lease, copy, transfer, sublicense, or provide access to the Podium Technology (as defined below) to a third party (except Authorized Users as specifically authorized above); (b) incorporate the Podium Technology (or any portion thereof) into, or use it with or to provide, any site, product, or service; (c) use the Podium Technology (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (d) publicly disseminate information regarding the performance of the Podium Technology (which is deemed Podium’s Confidential Information); (e) modify or create a derivative work of the Podium Technology or any portion thereof; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Podium Technology or Services, except to the extent expressly permitted by applicable law and then only upon advance notice to Podium; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the Podium Technology other than as specifically permitted above; (i) use the Services in violation of the Acceptable Use Policy; or (j) remove or obscure any proprietary or other notices contained in the Podium Technology including in any reports or output obtained from the Podium Technology.
3.7. Beta Releases and Free Access Subscriptions. Subject to Client’s compliance with the terms of this Agreement, Podium may provide Client with certain Services for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta”, or other early-stage Services, integrations, or features (“Beta Releases”) for the Subscription Term set forth in the applicable Subscription Documentation (if applicable). This Section and any relevant Additional Terms will apply to any Free Access Subscription or Beta Release (even if a Beta Release is provided for a fee or counts towards Client’s Scope of Use allocations) and supersedes any contrary provision in this Agreement. For the avoidance of doubt, Section 6 (Availability of Services; Support) will not apply to any Free Access Subscription or Beta Releases. Podium may use good faith efforts in its discretion to assist Client with Free Access Subscriptions or Beta Releases. Without limiting the other disclaimers and limitations in this Agreement, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. WITH RESPECT TO BETA RELEASES, CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH PODIUM WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A BETA RELEASE IS AT CLIENT’S SOLE RISK. You may choose to use Beta Releases at your sole discretion. Podium makes no guarantees or promises with respect to the continued availability of any Free Access Subscriptions or Beta Releases or that future versions of a Beta Release will be released or will be available under the same commercial or other terms. Podium may discontinue Beta Releases at any time, in our sole discretion, and decide not to make any Beta Releases generally available. Notwithstanding anything to the contrary herein, Podium may terminate Client’s right to use any Free Access Subscription or Beta Release at any time for any reason or no reason in Podium’s sole discretion, without liability.
4. CLIENT DATA.
4.1. Rights in Client Data. As between the parties, Client retains all right, title, and interest (including any intellectual property rights) in and to any text, images, or other content and data that Client selects or submits for use or incorporation with the Services (including without limitation, chat and message logs, Customer Data, PHI, or any Third-Party Content) (“Client Data”). “Customer Data” means data related to the identity, characteristics, and activities of Customers, collected or submitted to the Services by Client or captured by the Services. To the extent Client is a Covered Entity or a Business Associate, as those terms are defined in HIPAA, “Client Data” also includes PHI. “Third-Party Content” means content, data, or other materials that Client provides to the Podium Services from its third-party data providers, including through Third-Party Products (as defined below) used by Client. Client hereby grants Podium a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Client Data solely to the extent necessary to provide the Services and related services to Client and as otherwise provided herein. Client further instructs Podium to use and disclose Client Data and Customer Data as necessary to (a) provide the Services consistent with this Agreement and Podium’s Privacy Policy, including detecting, investigating, and preventing security incidents, spam, fraud, or unlawful use of the Services, and (b) respond to Client’s inquiries or any technical problems and ensure the Services are working properly.
4.2. Aggregate/Anonymous Data. Client agrees that Podium will have the right to generate usage data from Client use of the Services and may aggregate anonymized Client Data (“Aggregate/Anonymous Data”). Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is Podium Technology, which Podium may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Podium’s products and services and to create and distribute reports and other materials). Podium will not distribute Aggregate/Anonymous Data in a manner that personally identifies Client or its Customers, or that would otherwise violate applicable laws. If Client and Podium have entered into a BAA, Podium will use the Aggregate/Anonymous Data only in conformity with the terms of such agreement.
4.3. Monitoring. Client understands and agrees that Podium, and any third-party platform(s) Client uses or accesses in connection with the Services, may monitor and analyze Client Data or Customer Data (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Website, Services, or third-party platform; to improve Client’s experience using the Website, Services, or third-party platform; to customize and communicate informational or product offerings and promotions to Client; to ensure compliance with the Acceptable Use Policy (including taking corrective action permitted therein); and/or to make the Website, Services, or third-party platform more helpful or useful to Client and other users.
4.4. Security. Podium agrees to maintain physical, technical, and organizational measures designed, in its discretion, to secure its systems from unauthorized access, use, or disclosure. If Client is a Covered Entity or Business Associate, as defined in HIPAA, Podium and Client agree to the terms of Podium’s BAA (currently available at https://www.podium.com/business-associate-agreement/), which may be amended from time to time, and to secure and utilize PHI in accordance with the BAA. Podium takes no responsibility and assumes no liability for any Client Data other than its express security obligations in this Section.
4.5. Storage. Podium does not provide an archiving service. During the Subscription Term, Client acknowledges that Podium may delete Client Data no longer in active use. Except for requirements that are included in any BAA entered into between Podium and Client, Podium expressly disclaims all other obligations with respect to storage.
5. CLIENT OBLIGATIONS.
5.1. Warranty. Client warrants and represents that it is in full compliance with all applicable state, federal, and international laws, rules, and regulations and that Client will not use the Services in a manner that would violate or cause Podium to violate any obligation with respect to any such laws, rules, or regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, and Canada’s Anti-Spam Legislation (“CASL”). Client also warrants and represents that: (a) Client has sole ownership of any Client Data it provides to Podium, or otherwise has legal rights to provide such Client Data, and Client Data and Podium’s use thereof will not violate third-party rights, including intellectual property, privacy, and publicity rights; (b) Podium’s possession and/or use of the Client Data on Client’s behalf in connection with the Services, as contemplated hereunder, will not violate any contract, statute, or regulation; (c) any Client Data Client and/or Client’s authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, and will only concern Client or the goods and/or services that Client provides; (d) Client is authorized to provide Podium with any Customer, Client, or Authorized User information it provides in connection with the Services, including any personally identifying information; and (e) Client and/or Client’s authorized representative(s) will only use the Services for interaction with actual Customers. If Client receives any take-down requests or infringement notices related to Client Data or its use of Third-Party Products, it will promptly stop using these items with the Services and notify Podium immediately. Additionally, if an integration is included in the Services Client orders, Client grants Podium the right to access Client’s Information or CRM system directly or through a third-party service for the purposes of fulfilling Podium’s obligations under this Agreement, and Client warrants that Client is not restricted by law or applicable agreement from granting Podium such right. Podium will not be held liable for any consequences of false and/or inaccurate content published to an online review or ratings website through Podium by Client or its Authorized Users.
5.2. Customer Consent; Intended Use of the Services. Client understands and agrees that the Services are intended to allow Client to send electronic communication, including but not limited to text messages, only to Client’s own current Customers who have consented to the receipt of such communications and are provided with necessary notices in accordance with applicable law and regulations. Client also understands and agrees that the Services are intended primarily to be used to send transactional and/or informational messages, not advertisements, marketing, telemarketing, or promotional messages, as such are defined in applicable laws, rules, and regulations (hereinafter, collectively “Marketing”), and that Client may use the Services to send Marketing messages only via Podium Campaigns. Accordingly, Client will for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable laws, prior to utilizing the Services; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) send Marketing messages through Podium only via Podium Campaigns and only in compliance with all local, state, national, and international laws, regulations and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable law and regulations and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable law or regulation and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its discretion, that Client has violated this Section 5.
6. AVAILABILITY OF SERVICES; SUPPORT.
6.1. Availability. Subject to the terms of this Agreement and any scheduled maintenance and unavailability caused by: (a) actions or omissions of Client; (b) failures, errors, or defects in the facilities, hardware, software, or network of Client; or (c) circumstances that constitute a force majeure event or that are beyond Podium’s reasonable control, the Services will be available for access via the Website 99.0% of the time during of the applicable Subscription Term. Client’s sole remedy and Podium’s sole liability for failure to meet the aforementioned availability will be support in accordance with Section 6.2.
6.2. Support. Podium makes available web-based support through the Website. Additional support services may be available to Client subject to payment of applicable fees (if any), as specified in any applicable Subscription Documentation. Any support services are subject to this Agreement and Podium’s applicable support policies. Podium may also provide onboarding, deployment, and other services under this Agreement. The scope, pricing, and other terms for these additional services will be set forth in the applicable Subscription Documentation. Podium’s ability to deliver the Services will depend on Client’s reasonable and timely cooperation and the accuracy and completeness of any information from Client needed to deliver the Services.
7. FEES AND PAYMENT.
7.1. Fees. Unless otherwise specified on the applicable Subscription Documentation, the Services are provided on an ongoing, per-license subscription-basis including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the Subscription Documentation (“Subscription”). Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Additional Terms (collectively, the “Fees”). Except as otherwise specified in the applicable Subscription Documentation, unless Client terminates a Free Access Subscription prior to the lapse of the Free Access Subscription term, such Services will convert to a paid Subscription and Client agrees to pay Podium the applicable Subscription Fees according to the terms of this Agreement. Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
7.2. Payment of Fees. Unless otherwise specified in the applicable Subscription Documentation, all Subscription Fees will be paid annually in advance, though overage fees (if any) may be charged in arrears, and all references to currency set forth herein will mean U.S. dollars, with all payments hereunder to be made in U.S. dollars. Subscription Fees are non-refundable and non-creditable, except as expressly set forth in Sections 2.3 (Modification of the Services) and 8.3 (Termination for Cause). If the payment method selected on the applicable Subscription Documentation is credit card, ACH, or direct debit, Client authorizes Podium to charge the Subscription Fees automatically, on an auto-renew basis on your Subscription Start Date (as defined below) for each subsequent Subscription Term. For the avoidance of doubt, all additional Subscription Fees for additional Services accessed by Client will be billed when the Service is first accessed by Client and automatically, on an auto-renew basis on Client’s existing Subscription Start Date. The Subscription will continue unless and until you or Podium terminate your Subscription in accordance with Section 8. You must cancel your Subscription before it renews in order to avoid billing of the next periodic Subscription Fees to your account. If Client elects to pay by credit card, then you are responsible for both (a) enabling auto-recharge on your account and (b) ensuring that your account has a sufficient positive balance to cover all Fees when due. Should Podium be unable to process/receive the Fees when due and owing, payment shall be considered overdue. Podium will have the right to charge interest on all overdue amounts at the annual rate of 12%, compounded monthly, or the maximum lawful amounts, whichever is less. Additionally, after payment becomes overdue, Podium will have the right to immediately suspend Client’s access to the Services and/or seek to enforce Client’s payment obligations including through the use of third-party services.
7.3. Taxes. Podium’s Fees are exclusive of all taxes, and Client must pay any applicable taxes or levies, whether domestic or foreign, other than taxes based on the income of Podium. Client will make tax payments to Podium to the extent amounts are included on Podium’s invoices.
7.4. Fee Increase. Podium reserves the right to increase Fees for any Services, upon sixty (60) days’ prior written notice, effective on the start date of your subsequent Subscription Term. Notwithstanding the foregoing, Podium may adjust the Payments Services Fees as set forth in the Payments Service Terms.
8. TERM AND TERMINATION.
8.1. Term. This Agreement is effective until the applicable Subscription Term for the Services has expired or the Subscription is terminated as expressly permitted herein. Unless otherwise stated in Client’s Subscription Documentation, the initial term for any Subscription to the Services is twelve (12) months and will automatically renew for subsequent periods of equal duration (the “Subscription Term”), unless either party gives written notice of non-renewal at least one (1) month before the end of the then-current Subscription Term. Client may give notice of non-renewal by sending an email to support@podium.com. If no Subscription start date is specified on the applicable Subscription Documentation, the Subscription starts when Client first obtains access to the Services (“Subscription Start Date”). By agreeing to any Subscription Documentation, Client is agreeing to pay applicable fees for the entire Subscription Term. Client cannot cancel or terminate a Subscription Term except as expressly permitted by Section 8.3 (Termination for Cause).
8.2. Suspension of Services. Podium may suspend Client’s access to the Services if: (a) Client’s account is overdue, or (b) Client has exceeded its Scope of Use limits. Podium may also suspend Client’s access to the Services, remove Client Data, or disable Third-Party Products if it determines that: (i) Client has breached Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations); or (ii) suspension is necessary to prevent harm or liability to other clients of Podium or third parties or to preserve the security, stability, availability, or integrity of the Services. Podium will have no liability for taking action as permitted above. For avoidance of doubt, Client will remain responsible for payment of Fees during any suspension period. Unless this Agreement has been terminated, Podium will cooperate with Client to restore access to the Services once it verifies that Client has resolved the condition requiring suspension.
8.3. Termination for Cause. Either party may terminate this Agreement, including any related Subscription Documentation, if the other party: (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). If Client terminates during the Subscription Term for any reason other than the foregoing, Client will be responsible for the Fees due for the entire Subscription Term. Podium may also terminate this Agreement or any related Subscription Documentation immediately if Client breaches Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations), for repeated violations of other Sections of this Agreement, or if applicable, a breach of the parties’ BAA.
8.4. Effect of Termination. Upon any expiration or termination of this Agreement or any Subscription Documentation: (a) Client’s license rights will terminate and it must immediately cease use of the Services (including any related Podium Technology) and delete (or, at Podium’s request, return) any and all copies of any Podium documentation, scripts, passwords or access codes, and any other Podium Confidential Information in Client’s possession, custody, or control and (b) Client’s right to access any Client Data in the applicable Services will cease, and unless otherwise precluded by a BAA, Podium may delete any such data in its possession at any time. If Podium terminates this Agreement for cause as provided in Section 8.3 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Client. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
8.5. Survival. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions); 3 (Use Rights; Restrictions); 4 (Client Data); 7 (Fees and Payment); 8 (Term and Termination); 9 (Confidential Information); 10 (Podium Technology); 11 (Third-Party Products and Integrations); 12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); 15 (Dispute Resolution); and 16 (General).
9. CONFIDENTIAL INFORMATION.
9.1. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, or subcontractors having a legitimate need to know (which, for Podium, includes the subcontractors referenced in Section 16.4), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 9 and these recipients are bound to confidentiality obligations no less protective than this Section.
9.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.
9.3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
10. PODIUM TECHNOLOGY.
10.1. Ownership and Updates. By accepting this Agreement, Client acknowledges that it is obtaining only a limited right to use the Services and irrespective of any use of the words “purchase”, “sale”, or similar terms, no ownership rights are transferred to Client under this Agreement and, except as expressly permitted by such limited right, Client may not make any use of Podium Technology. Client agrees that Podium (or its suppliers) exclusively retains all rights, title, and interest (including all intellectual property rights) in and to all Services, products, any and all related documentation, software, technology, code, know-how, logos, trademarks, service marks, and templates (including in any reports or output obtained from the Services), anything delivered as part of support, materials or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Feedback (as defined below) (“Podium Technology”) provided by Podium (which is deemed Podium’s Confidential Information) and reserves any licenses not specifically granted herein. Furthermore, Podium exclusively owns and reserves all right, title, and interest in and to Podium’s Confidential Information and any data, in anonymized or aggregated form that does not identify you, any end users, or any natural person, generated or derived from the use or operation of the Services, including volumes, frequencies, bounce rates, and performance results for the Services. The Services are offered as an on-line, hosted product. Accordingly, Client acknowledges and agrees that it has no right to obtain a copy of the software behind any Services and that Podium at its option may make updates, bug fixes, modifications, or improvements to the Services from time-to-time.
10.2. Feedback. If Client elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, “Feedback”), Client hereby grants Podium a worldwide, perpetual, non-revocable, sub-licensable, royalty-free right, and license to use, copy, disclose, license, distribute, and exploit any such Feedback in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
11. THIRD-PARTY PRODUCTS AND INTEGRATIONS.
Podium may, from time to time, contract with third-party service providers to facilitate certain features of the Services, as described in this Agreement. Podium may also allow or facilitate Client to make arrangements with other third-party providers that provide products or services in connection with, but which are not included in, the Services as described in this Agreement. If Client elects to use applications, integrations, add-ons, software, code, online services, systems, and other products that are not Podium Technology (“Third-Party Products”) in connection with the Services, those products may make Third-Party Content available to Client and may access Client’s instance of the Services, including Client Data. Client agrees and acknowledges that use of such Third-Party Products may require Client to enter into separate terms and conditions with such third-party. Podium is not a party to any such terms and will not be liable thereunder. Podium does not warrant or support Third-Party Products or Third-Party Content and disclaims all responsibility and liability for these items and their access to the Services, including their modification, deletion, disclosure, or collection of Client Data. Podium is not responsible in any way for Client Data once it is transmitted, copied, or removed from the Services.
12. INDEMNIFICATION.
12.1. Indemnification by Client. Client will indemnify and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) your unauthorized use of, or misuse of, the Services; (b) your violation of any applicable law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party (including your Customers); (d) any demand, dispute, or issue (including without limitation fee disputes) between you and any Payment Service Provider(s) (as defined in the applicable Additional Terms); (e) any Client Data; (f) Podium’s use, as contemplated in this Agreement, of any information provided to Podium by you or your Customers; (g) breach or alleged breach of this Agreement, including Client’s warranties and obligations; (h) any claim of a governmental entity or other party that you have violated any law, rule, or regulation; or, (i) if applicable, alleged breach or breach of Client’s obligations contained in the BAA. Client also agrees to defend the Podium Entities against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event Podium assumes exclusive defense of such claims, Client agrees to cooperate with our defense of any such claims. Client may not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12.2. Indemnification by Podium. Podium will indemnify and hold Client harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to (a) Podium’s gross negligence or willful misconduct; or (b) Podium’s infringement, misappropriation, or violation of a third party’s intellectual property rights. Podium also agrees to defend Client against these claims at Client’s request, but Client may participate in any claim through counsel of its own choosing and the Parties will reasonably cooperate on any defense. Podium must not settle any claim without Client’s prior written consent if the settlement does not fully release Client from liability or would require Client to admit fault, pay any amounts, or take or refrain from taking any action.
12.3. Exclusions to Podium’s Indemnification. Podium will not be required to indemnify Client in the event of: (a) modification of the Services by Client, its Authorized Users, affiliates, employees, or contractors in conflict with Client’s obligations or as a result of any prohibited activity under this Agreement, (b) use of the Services in a manner inconsistent with this Agreement, the Acceptable Use Policy, the Additional Terms, the Subscription Documentation, or any other agreement related to this Agreement, or (c) use of the Services in combination with any other application, product, or service not provided by Podium if such claim would not have occurred without such combination.
13. DISCLAIMERS.
13.1. EXCEPT AS PROVIDED EXPRESSLY HEREIN, ALL PODIUM TECHNOLOGY AND RELATED SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH THE PODIUM TECHNOLOGY ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM TECHNOLOGY WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM TECHNOLOGY WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, AND PODIUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON PODIUM TECHNOLOGY OR PODIUM’S RELATED SERVICES (INCLUDING CHANGES TO CLIENT PROPERTIES). THE DISCLAIMERS IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
13.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS CLIENT(S) DOES NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
14. LIMITATIONS OF LIABILITY.
TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL PODIUM OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PODIUM’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CLIENT TO PODIUM FOR THE APPLICABLE SERVICE(S) OR RELATED SERVICE(S) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES PROVIDED WITHOUT CHARGE, PODIUM’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 14 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 14 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY PODIUM TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
15. DISPUTE RESOLUTION.
If a dispute arises between the parties related to this Agreement or the Services provided therefrom, and the dispute cannot be settled through informal negotiations, the parties agree to resolve their dispute (referred to herein as “Claim(s)”) as follows:
15.1. Mediation. The parties agree to participate in mediation to settle their Claims in accordance with the rules and procedures found in Utah Code § 78B-10-101 et seq. (Utah Uniform Mediation Act and referred to as “UUMA”) and this Agreement before a party can file a judicial action, whether in a court of law, an administrative body, government agency, or otherwise. If there are any conflicting provisions between UUMA and this Agreement, the provisions in this Agreement will govern.
15.1.1. Notice. Mediation must be conducted within sixty (60) days from a party receiving written notice of Claims from a complaining party. The notice must contain a detailed description of the nature of the Claims and the requested relief sought.
15.1.2. Mediator Selection and Mediator Fees. A neutral mediator will be selected as mutually agreed upon by the parties. The mediator’s fees and costs will be paid to the mediator at the end of mediation, with both parties equally sharing the mediation costs and paying their own legal fees and costs.
15.1.3. Location. Mediation will occur in Salt Lake City, Utah.
15.2. Judicial Action. If the parties are unable to resolve the Claim pursuant to the mandatory mediation referenced above (or if one of the parties refuses to participate in the mandatory mediation or fails to respond to a complaining party’s request for mediation), the parties may subsequently file a judicial action.
15.3. Disputes Not Subject to the Mediation Process. The following claims or actions are not subject to the mandatory mediation provisions of this Section 15:
15.3.1. A request for an order of injunctive relief and any related incidental damages;
15.3.2. A request for an order to prevent the disclosure of or misuse of Confidential Information or Trade Secrets; and/or
15.3.3. Enforcement of Client’s payment obligations as set forth under Section 7.
16. GENERAL.
16.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that Podium may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.
16.2. Notices. Any notice or communication to Podium under this Agreement must be in writing. Client must send any notices under this Agreement (including breach notices) to Podium Headquarters and include “Attn. Legal Department” in the subject line. Podium may send notices to the e-mail addresses on Client’s account or, at Podium’s option, to Client’s last-known postal address. Podium may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of such notice on Podium’s Website or the Services. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Podium is not responsible for any automatic filtering Client or its network provider may apply to email notifications.
16.3. Publicity. Unless otherwise specified in the applicable Subscription Documentation, Podium may use Client’s name, logo, and marks to identify Client as a Podium Client on Podium’s website and other marketing materials.
16.4. Subcontractors. Podium may use subcontractors and permit them to exercise the rights granted to Podium in order to provide the Services and related services under this Agreement.
16.5. Subpoenas. Nothing in this Agreement prevents Podium from disclosing Client Data to the extent required by law, subpoenas, or court orders, but Podium will use commercially reasonable efforts to notify Client where permitted to do so.
16.6. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
16.7. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
16.8. Amendments; Waivers. Podium may update or modify these Terms (including the Additional Terms and any referenced policies and other documents) from time to time by posting a revised version on the Website or Services or by notification via the email associated with your account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Subscription Term. Immaterial modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, will constitute acceptance of the updated Terms. If Client does not agree to the updated Terms, Client will no longer have the right to use the Services. Except as otherwise described in this Section, any modification or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
16.9. Headings. The headings used in this Agreement are for ease of reference only. They are not intended as a complete re-statement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.
16.10. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.
16.11. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Client acknowledges that each Subscription only permits use by and for the legal entity or entities identified in the Subscription Documentation and not any affiliates. Furthermore, Client’s affiliates are not permitted to use the Services under these Terms unless an affiliate agrees to these Terms individually and creates its own account.
16.12. Attorneys’ Fees and Costs. The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.
16.13. Entire Agreement. This Agreement, including these Terms and any applicable Subscription Documentation, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Podium Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. Any terms provided by Client (including as part of any purchase order or other business form used by Client) are for administrative purposes only, and have no legal effect.
16.14. Counterparts; Electronic Transmission. This Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery will be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.
16.15. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
16.16. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
16.17. Notice Regarding Apple. This Section 16.17 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Podium only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (a) product liability claims; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Effective April 14th 2022 to May 17th 2022
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Table of Contents
Podium Terms of Service
Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (individually and collectively, the “Website”), is owned and operated by Podium Corporation, Inc. (“Podium”, “we” or “us”). By using, installing, or accessing the Website or Services (as defined below), by signing or clicking to accept these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to be bound by the following terms and conditions including Podium’s Privacy Policy (together, these “Terms”, or this “Agreement”).
If you are using a Podium Service on behalf of a company or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee or agent with all necessary authority to bind that entity to this Agreement.
This Agreement includes and hereby incorporates by reference any Subscription Documentation executed between you and Podium, as well as any policies or exhibits linked to or referenced herein. If you have entered into a separate written agreement with Podium concerning specific Services, the terms of such agreement control if there is any conflict between the terms of such agreement and these Terms. Please note that we may modify this Agreement as described in Section 16.8 below.
1. DEFINITIONS.
1.1. “Business Associate Agreement” (hereinafter “BAA”) means a written agreement between a covered entity and a business associate containing the elements specified at 45 CFR 164.504(e).
1.2. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
1.3. “HIPAA” means the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160 and 162, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160, all as may be amended from time to time.
1.4. “Protected Health Information” (hereinafter “PHI”) has the same meaning as that term is defined in HIPAA.
1.5. “Territory” means the United States, Canada, and Australia, unless otherwise expressly set forth in Client’s Subscription Documentation.
Other terms are defined in other Sections of this Agreement.
2. SERVICES.
2.1. Services. Podium provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Videochat,” “Teamchat,” “Automations,” “Voice,” and “Campaigns”), payment processing (“Payments”), certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time (together with the Website, the “Service(s)”). Client will, from time to time, enter into a proposal, quote, services/purchase agreement, order form, statement of work, or otherwise click to accept or agree to an online registration form, which references this Agreement (“Subscription Documentation”) and details the Services ordered from Podium and, if applicable, the usage limits or other scope of use descriptions for the Services (including without limitation any usage or volume limits, numerical limits on Authorized Users, and descriptions of product feature levels) (the “Scope of Use”). Client may be provided the option to purchase certain Services as part of a package or bundle offer (each, a “Bundle”), as detailed in the applicable Subscription Documentation. Podium has no obligation to provide any services or perform any tasks not specifically set forth in this Agreement, including any applicable Subscription Documentation.
2.2. Alteration of Subscription Documentation. Any amendments or modification to any existing Subscription Documentation must be agreed to in writing by the parties. Podium has no obligation to perform any Services under the amended Subscription Documentation until the parties have agreed to the effect of such changes on the applicable Fees.
2.3. Modification of the Services. Podium reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), or to alter the offering of the Services (including by adding, limiting, or discontinuing certain Bundle offers) temporarily or permanently. Podium also reserves the right to replace certain Services and Bundles with functionally equivalent Services or Bundles, at its sole discretion. In the event Podium makes any modification or alteration to the Services or the offering thereof that has a material adverse effect on the functionality of the Services ordered under your Subscription Documentation, Client may terminate this Agreement and receive a pro-rated refund of pre-paid unused Fees for the remainder of Client’s Subscription Term (as defined below).
2.4. Additional Terms. Client’s subscription to or use of certain Services may be subject to additional terms, policies, rules, or guidelines applicable to the Services or certain features of the Services that we may post on or link to from the Services (the “Additional Terms”). For example, if you elect to use Podium Payments, your use is subject to the Podium Payments Service Terms (currently available at https://www.podium.com/payments-terms-and-conditions/). To the extent applicable, all Additional Terms are incorporated by this reference into, and made a part of, these Terms.
3. USE RIGHTS; RESTRICTIONS.
3.1. Use of Services. Subject to all terms and conditions of this Agreement, including any Additional Terms, Podium grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory (to the extent available in the Territory) to: (a) install and use an object code copy of any mobile application associated with the Services; and (b) access and use the Services, designated on Client’s Subscription Documentation solely for Client’s internal business purposes, but only in accordance with this Agreement, Podium’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://www.podium.com/acceptable-use-policy/), the applicable Subscription Documentation, and all applicable Scope of Use descriptions. Although the Services may be accessible worldwide, Podium makes no representation that the Services are appropriate or available for use in locations outside the Territory (or that all products or features of the Services are available throughout the Territory). Furthermore, accessing the Services from territories where their content or use is illegal is prohibited. Those who choose to access the Services from other locations do so at their own initiative and are responsible for compliance with local laws and any costs associated with access or use outside the Territory. You may not use or export the Services in violation of U.S. export laws and regulations.
3.2. Account Registration. Client will register for a Podium account in order to access or receive the Services. Account information must be accurate, current, and complete, and will be governed by Podium’s Privacy Policy (currently available at https://www.podium.com/privacypolicy) as may be amended from time to time. Client agrees to keep its account information up to date so that Podium may send notices, statements, and other information by email or through Client’s account. By using or accessing the Website, Client agrees and consents to Podium’s use of cookies in accordance with the terms of Podium’s Privacy Policy. You are solely responsible for all use of the Services account. Podium will not be liable for any loss or damage arising from unauthorized use of Client’s account.
3.3. Eligibility and Use by Others. By agreeing to these Terms, Client warrants that it and its employees and contractors whom Client has authorized to access the Services on its behalf (“Authorized Users”): (a) are over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all applicable laws when using the Services. Client may permit its Authorized Users to use the Services provided their use is for Client’s benefit only and remains in compliance with this Agreement. Authorized Users are and will be subject to the applicable terms and conditions of this Agreement which may be communicated by posting to the Website or on a click-through basis to Authorized Users upon access to the Services and/or Website.
3.4. Responsibility for Authorized Users. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with the terms and conditions herein. Client will be solely responsible for authorizing and creating user IDs, passwords, and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Provided, however, Podium may, in its sole discretion, suspend any Authorized User’s access to the Services. Client is solely responsible for ensuring that any user IDs, passwords, and other access credentials (such as API tokens) for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, Client is solely responsible for complying, and ensuring its Authorized Users comply, with all laws applicable to Client. Client will be solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords or access credentials. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions.
3.5. Use by Customers. Any person that is a client, customer, or patient of Client, or that is a potential client, customer, or patient of Client (“Customer(s)”) who accesses and/or uses the Services, including via Client’s website, are subject to the Acceptable Use Policy and such other terms as may be provided by Podium from time to time, which includes Podium’s right to remove or disable access to any Customer or content or resource that violates the Acceptable Use Policy.
3.6. General Restrictions. Client must not (and must not allow any third party to): (a) rent, lease, copy, transfer, sublicense, or provide access to the Podium Technology (as defined below) to a third party (except Authorized Users as specifically authorized above); (b) incorporate the Podium Technology (or any portion thereof) into, or use it with or to provide, any site, product, or service; (c) use the Podium Technology (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (d) publicly disseminate information regarding the performance of the Podium Technology (which is deemed Podium’s Confidential Information); (e) modify or create a derivative work of the Podium Technology or any portion thereof; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Podium Technology or Services, except to the extent expressly permitted by applicable law and then only upon advance notice to Podium; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the Podium Technology other than as specifically permitted above; (i) use the Services in violation of the Acceptable Use Policy; or (j) remove or obscure any proprietary or other notices contained in the Podium Technology including in any reports or output obtained from the Podium Technology.
3.7. Beta Releases and Free Access Subscriptions. Subject to Client’s compliance with the terms of this Agreement, Podium may provide Client with certain Services for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta”, or other early-stage Services, integrations, or features (“Beta Releases”) for the Subscription Term set forth in the applicable Subscription Documentation (if applicable). This Section and any relevant Additional Terms will apply to any Free Access Subscription or Beta Release (even if a Beta Release is provided for a fee or counts towards Client’s Scope of Use allocations) and supersedes any contrary provision in this Agreement. For the avoidance of doubt, Section 6 (Availability of Services; Support) will not apply to any Free Access Subscription or Beta Releases. Podium may use good faith efforts in its discretion to assist Client with Free Access Subscriptions or Beta Releases. Without limiting the other disclaimers and limitations in this Agreement, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. WITH RESPECT TO BETA RELEASES, CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH PODIUM WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A BETA RELEASE IS AT CLIENT’S SOLE RISK. You may choose to use Beta Releases at your sole discretion. Podium makes no guarantees or promises with respect to the continued availability of any Free Access Subscriptions or Beta Releases or that future versions of a Beta Release will be released or will be available under the same commercial or other terms. Podium may discontinue Beta Releases at any time, in our sole discretion, and decide not to make any Beta Releases generally available. Notwithstanding anything to the contrary herein, Podium may terminate Client’s right to use any Free Access Subscription or Beta Release at any time for any reason or no reason in Podium’s sole discretion, without liability.
4. CLIENT DATA.
4.1. Rights in Client Data. As between the parties, Client retains all right, title, and interest (including any intellectual property rights) in and to any text, images, or other content and data that Client selects or submits for use or incorporation with the Services (including without limitation, chat and message logs, Customer Data, PHI, or any Third-Party Content) (“Client Data”). “Customer Data” means data related to the identity, characteristics, and activities of Customers, collected or submitted to the Services by Client or captured by the Services. To the extent Client is a Covered Entity or a Business Associate, as those terms are defined in HIPAA, “Client Data” also includes PHI. “Third-Party Content” means content, data, or other materials that Client provides to the Podium Services from its third-party data providers, including through Third-Party Products (as defined below) used by Client. Client hereby grants Podium a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Client Data solely to the extent necessary to provide the Services and related services to Client and as otherwise provided herein. Client further instructs Podium to use and disclose Client Data and Customer Data as necessary to (a) provide the Services consistent with this Agreement and Podium’s Privacy Policy, including detecting, investigating, and preventing security incidents, spam, fraud, or unlawful use of the Services, and (b) respond to Client’s inquiries or any technical problems and ensure the Services are working properly.
4.2. Aggregate/Anonymous Data. Client agrees that Podium will have the right to generate usage data from Client use of the Services and may aggregate anonymized Client Data (“Aggregate/Anonymous Data”). Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is Podium Technology, which Podium may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Podium’s products and services and to create and distribute reports and other materials). Podium will not distribute Aggregate/Anonymous Data in a manner that personally identifies Client or its Customers, or that would otherwise violate applicable laws. If Client and Podium have entered into a BAA, Podium will use the Aggregate/Anonymous Data only in conformity with the terms of such agreement.
4.3. Monitoring. Client understands and agrees that Podium, and any third-party platform(s) Client uses or accesses in connection with the Services, may monitor and analyze Client Data or Customer Data (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Website, Services, or third-party platform; to improve Client’s experience using the Website, Services, or third-party platform; to customize and communicate informational or product offerings and promotions to Client; to ensure compliance with the Acceptable Use Policy (including taking corrective action permitted therein); and/or to make the Website, Services, or third-party platform more helpful or useful to Client and other users.
4.4. Security. Podium agrees to maintain physical, technical, and organizational measures designed, in its discretion, to secure its systems from unauthorized access, use, or disclosure. If Client is a Covered Entity or Business Associate, as defined in HIPAA, Podium and Client agree to the terms of Podium’s BAA (currently available at https://www.podium.com/business-associate-agreement/), which may be amended from time to time, and to secure and utilize PHI in accordance with the BAA. Podium takes no responsibility and assumes no liability for any Client Data other than its express security obligations in this Section.
4.5. Storage. Podium does not provide an archiving service. During the Subscription Term, Client acknowledges that Podium may delete Client Data no longer in active use. Except for requirements that are included in any BAA entered into between Podium and Client, Podium expressly disclaims all other obligations with respect to storage.
5. CLIENT OBLIGATIONS.
5.1. Warranty. Client warrants and represents that it is in full compliance with all applicable state, federal, and international laws, rules, and regulations and that Client will not use the Services in a manner that would violate or cause Podium to violate any obligation with respect to any such laws, rules, or regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, and Canada’s Anti-Spam Legislation (“CASL”). Client also warrants and represents that: (a) Client has sole ownership of any Client Data it provides to Podium, or otherwise has legal rights to provide such Client Data, and Client Data and Podium’s use thereof will not violate third-party rights, including intellectual property, privacy, and publicity rights; (b) Podium’s possession and/or use of the Client Data on Client’s behalf in connection with the Services, as contemplated hereunder, will not violate any contract, statute, or regulation; (c) any Client Data Client and/or Client’s authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, and will only concern Client or the goods and/or services that Client provides; (d) Client is authorized to provide Podium with any Customer, Client, or Authorized User information it provides in connection with the Services, including any personally identifying information; and (e) Client and/or Client’s authorized representative(s) will only use the Services for interaction with actual Customers. If Client receives any take-down requests or infringement notices related to Client Data or its use of Third-Party Products, it will promptly stop using these items with the Services and notify Podium immediately. Additionally, if an integration is included in the Services Client orders, Client grants Podium the right to access Client’s Information or CRM system directly or through a third-party service for the purposes of fulfilling Podium’s obligations under this Agreement, and Client warrants that Client is not restricted by law or applicable agreement from granting Podium such right. Podium will not be held liable for any consequences of false and/or inaccurate content published to an online review or ratings website through Podium by Client or its Authorized Users.
5.2. Customer Consent; Intended Use of the Services. Client understands and agrees that the Services are intended to allow Client to send electronic communication, including but not limited to text messages, only to Client’s own current Customers who have consented to the receipt of such communications and are provided with necessary notices in accordance with applicable law and regulations. Client also understands and agrees that the Services are intended primarily to be used to send transactional and/or informational messages, not advertisements, marketing, telemarketing, or promotional messages, as such are defined in applicable laws, rules, and regulations (hereinafter, collectively “Marketing”), and that Client may use the Services to send Marketing messages only via Podium Campaigns. Accordingly, Client will for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable laws, prior to utilizing the Services; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) send Marketing messages through Podium only via Podium Campaigns and only in compliance with all local, state, national, and international laws, regulations and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable law and regulations and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable law or regulation and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its discretion, that Client has violated this Section 5.
6. AVAILABILITY OF SERVICES; SUPPORT.
6.1. Availability. Subject to the terms of this Agreement and any scheduled maintenance and unavailability caused by: (a) actions or omissions of Client; (b) failures, errors, or defects in the facilities, hardware, software, or network of Client; or (c) circumstances that constitute a force majeure event or that are beyond Podium’s reasonable control, the Services will be available for access via the Website 99.0% of the time during of the applicable Subscription Term. Client’s sole remedy and Podium’s sole liability for failure to meet the aforementioned availability will be support in accordance with Section 6.2.
6.2. Support. Podium makes available web-based support through the Website. Additional support services may be available to Client subject to payment of applicable fees (if any), as specified in any applicable Subscription Documentation. Any support services are subject to this Agreement and Podium’s applicable support policies. Podium may also provide onboarding, deployment, and other services under this Agreement. The scope, pricing, and other terms for these additional services will be set forth in the applicable Subscription Documentation. Podium’s ability to deliver the Services will depend on Client’s reasonable and timely cooperation and the accuracy and completeness of any information from Client needed to deliver the Services.
7. FEES AND PAYMENT.
7.1. Fees. Unless otherwise specified on the applicable Subscription Documentation, the Services are provided on an ongoing, per-license subscription-basis including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the Subscription Documentation (“Subscription”). Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Additional Terms (collectively, the “Fees”). Except as otherwise specified in the applicable Subscription Documentation, unless Client terminates a Free Access Subscription prior to the lapse of the Free Access Subscription term, such Services will convert to a paid Subscription and Client agrees to pay Podium the applicable Subscription Fees according to the terms of this Agreement. Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
7.2. Payment of Fees. Unless otherwise specified in the applicable Subscription Documentation, all Subscription Fees will be paid annually in advance, though overage fees (if any) may be charged in arrears, and all references to currency set forth herein will mean U.S. dollars, with all payments hereunder to be made in U.S. dollars. Subscription Fees are non-refundable and non-creditable, except as expressly set forth in Sections 2.3 (Modification of the Services) and 8.3 (Termination for Cause). If the payment method selected on the applicable Subscription Documentation is credit card, ACH, or direct debit, Client authorizes Podium to charge the Subscription Fees automatically, on an auto-renew basis on your Subscription Start Date (as defined below) for each subsequent Subscription Term. For the avoidance of doubt, all additional Subscription Fees for additional Services accessed by Client will be billed when the Service is first accessed by Client and automatically, on an auto-renew basis on Client’s existing Subscription Start Date. The Subscription will continue unless and until you or Podium terminate your Subscription in accordance with Section 8. You must cancel your Subscription before it renews in order to avoid billing of the next periodic Subscription Fees to your account. If Client elects to pay by credit card, then you are responsible for both (a) enabling auto-recharge on your account and (b) ensuring that your account has a sufficient positive balance to cover all Fees when due. Should Podium be unable to process/receive the Fees when due and owing, payment shall be considered overdue. Podium will have the right to charge interest on all overdue amounts at the annual rate of 12%, compounded monthly, or the maximum lawful amounts, whichever is less. Additionally, after payment becomes overdue, Podium will have the right to immediately suspend Client’s access to the Services and/or seek to enforce Client’s payment obligations including through the use of third-party services.
7.3. Taxes. Podium’s Fees are exclusive of all taxes, and Client must pay any applicable taxes or levies, whether domestic or foreign, other than taxes based on the income of Podium. Client will make tax payments to Podium to the extent amounts are included on Podium’s invoices.
7.4. Fee Increase. Podium reserves the right to increase Fees for any Services, upon sixty (60) days’ prior written notice, effective on the start date of your subsequent Subscription Term. Notwithstanding the foregoing, Podium may adjust the Payments Services Fees as set forth in the Payments Service Terms.
8. TERM AND TERMINATION.
8.1. Term. This Agreement is effective until the applicable Subscription Term for the Services has expired or the Subscription is terminated as expressly permitted herein. Unless otherwise stated in Client’s Subscription Documentation, the initial term for any Subscription to the Services is twelve (12) months and will automatically renew for subsequent periods of equal duration (the “Subscription Term”), unless either party gives written notice of non-renewal at least one (1) month before the end of the then-current Subscription Term. Client may give notice of non-renewal by sending an email to support@podium.com. If no Subscription start date is specified on the applicable Subscription Documentation, the Subscription starts when Client first obtains access to the Services (“Subscription Start Date”). By agreeing to any Subscription Documentation, Client is agreeing to pay applicable fees for the entire Subscription Term. Client cannot cancel or terminate a Subscription Term except as expressly permitted by Section 8.3 (Termination for Cause).
8.2. Suspension of Services. Podium may suspend Client’s access to the Services if: (a) Client’s account is overdue, or (b) Client has exceeded its Scope of Use limits. Podium may also suspend Client’s access to the Services, remove Client Data, or disable Third-Party Products if it determines that: (i) Client has breached Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations); or (ii) suspension is necessary to prevent harm or liability to other clients of Podium or third parties or to preserve the security, stability, availability, or integrity of the Services. Podium will have no liability for taking action as permitted above. For avoidance of doubt, Client will remain responsible for payment of Fees during any suspension period. Unless this Agreement has been terminated, Podium will cooperate with Client to restore access to the Services once it verifies that Client has resolved the condition requiring suspension.
8.3. Termination for Cause. Either party may terminate this Agreement, including any related Subscription Documentation, if the other party: (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). If Client terminates during the Subscription Term for any reason other than the foregoing, Client will be responsible for the Fees due for the entire Subscription Term. Podium may also terminate this Agreement or any related Subscription Documentation immediately if Client breaches Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations), for repeated violations of other Sections of this Agreement, or if applicable, a breach of the parties’ BAA.
8.4. Effect of Termination. Upon any expiration or termination of this Agreement or any Subscription Documentation: (a) Client’s license rights will terminate and it must immediately cease use of the Services (including any related Podium Technology) and delete (or, at Podium’s request, return) any and all copies of any Podium documentation, scripts, passwords or access codes, and any other Podium Confidential Information in Client’s possession, custody, or control and (b) Client’s right to access any Client Data in the applicable Services will cease, and unless otherwise precluded by a BAA, Podium may delete any such data in its possession at any time. If Podium terminates this Agreement for cause as provided in Section 8.3 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Client. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
8.5. Survival. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions); 3 (Use Rights; Restrictions); 4 (Client Data); 7 (Fees and Payment); 8 (Term and Termination); 9 (Confidential Information); 10 (Podium Technology); 11 (Third-Party Products and Integrations); 12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); 15 (Dispute Resolution); and 16 (General).
9. CONFIDENTIAL INFORMATION.
9.1. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, or subcontractors having a legitimate need to know (which, for Podium, includes the subcontractors referenced in Section 16.4), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 9 and these recipients are bound to confidentiality obligations no less protective than this Section.
9.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.
9.3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
10. PODIUM TECHNOLOGY.
10.1. Ownership and Updates. By accepting this Agreement, Client acknowledges that it is obtaining only a limited right to use the Services and irrespective of any use of the words “purchase”, “sale”, or similar terms, no ownership rights are transferred to Client under this Agreement and, except as expressly permitted by such limited right, Client may not make any use of Podium Technology. Client agrees that Podium (or its suppliers) exclusively retains all rights, title, and interest (including all intellectual property rights) in and to all Services, products, any and all related documentation, software, technology, code, know-how, logos, trademarks, service marks, and templates (including in any reports or output obtained from the Services), anything delivered as part of support, materials or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Feedback (as defined below) (“Podium Technology”) provided by Podium (which is deemed Podium’s Confidential Information) and reserves any licenses not specifically granted herein. Furthermore, Podium exclusively owns and reserves all right, title, and interest in and to Podium’s Confidential Information and any data, in anonymized or aggregated form that does not identify you, any end users, or any natural person, generated or derived from the use or operation of the Services, including volumes, frequencies, bounce rates, and performance results for the Services. The Services are offered as an on-line, hosted product. Accordingly, Client acknowledges and agrees that it has no right to obtain a copy of the software behind any Services and that Podium at its option may make updates, bug fixes, modifications, or improvements to the Services from time-to-time.
10.2. Feedback. If Client elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, “Feedback”), Client hereby grants Podium a worldwide, perpetual, non-revocable, sub-licensable, royalty-free right, and license to use, copy, disclose, license, distribute, and exploit any such Feedback in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
11. THIRD-PARTY PRODUCTS AND INTEGRATIONS.
Podium may, from time to time, contract with third-party service providers to facilitate certain features of the Services, as described in this Agreement. Podium may also allow or facilitate Client to make arrangements with other third-party providers that provide products or services in connection with, but which are not included in, the Services as described in this Agreement. If Client elects to use applications, integrations, add-ons, software, code, online services, systems, and other products that are not Podium Technology (“Third-Party Products”) in connection with the Services, those products may make Third-Party Content available to Client and may access Client’s instance of the Services, including Client Data. Client agrees and acknowledges that use of such Third-Party Products may require Client to enter into separate terms and conditions with such third-party. Podium is not a party to any such terms and will not be liable thereunder. Podium does not warrant or support Third-Party Products or Third-Party Content and disclaims all responsibility and liability for these items and their access to the Services, including their modification, deletion, disclosure, or collection of Client Data. Podium is not responsible in any way for Client Data once it is transmitted, copied, or removed from the Services.
12. INDEMNIFICATION.
12.1. Indemnification by Client. Client will indemnify and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) your unauthorized use of, or misuse of, the Services; (b) your violation of any applicable law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party (including your Customers); (d) any demand, dispute, or issue (including without limitation fee disputes) between you and any Payment Service Provider(s) (as defined in the applicable Additional Terms); (e) any Client Data; (f) Podium’s use, as contemplated in this Agreement, of any information provided to Podium by you or your Customers; (g) breach or alleged breach of this Agreement, including Client’s warranties and obligations; (h) any claim of a governmental entity or other party that you have violated any law, rule, or regulation; or, (i) if applicable, alleged breach or breach of Client’s obligations contained in the BAA. Client also agrees to defend the Podium Entities against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event Podium assumes exclusive defense of such claims, Client agrees to cooperate with our defense of any such claims. Client may not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12.2. Indemnification by Podium. Podium will indemnify and hold Client harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to (a) Podium’s gross negligence or willful misconduct; or (b) Podium’s infringement, misappropriation, or violation of a third party’s intellectual property rights. Podium also agrees to defend Client against these claims at Client’s request, but Client may participate in any claim through counsel of its own choosing and the Parties will reasonably cooperate on any defense. Podium must not settle any claim without Client’s prior written consent if the settlement does not fully release Client from liability or would require Client to admit fault, pay any amounts, or take or refrain from taking any action.
12.3. Exclusions to Podium’s Indemnification. Podium will not be required to indemnify Client in the event of: (a) modification of the Services by Client, its Authorized Users, affiliates, employees, or contractors in conflict with Client’s obligations or as a result of any prohibited activity under this Agreement, (b) use of the Services in a manner inconsistent with this Agreement, the Acceptable Use Policy, the Additional Terms, the Subscription Documentation, or any other agreement related to this Agreement, or (c) use of the Services in combination with any other application, product, or service not provided by Podium if such claim would not have occurred without such combination.
13. DISCLAIMERS.
13.1. EXCEPT AS PROVIDED EXPRESSLY HEREIN, ALL PODIUM TECHNOLOGY AND RELATED SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH THE PODIUM TECHNOLOGY ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM TECHNOLOGY WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM TECHNOLOGY WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, AND PODIUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON PODIUM TECHNOLOGY OR PODIUM’S RELATED SERVICES (INCLUDING CHANGES TO CLIENT PROPERTIES). THE DISCLAIMERS IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
13.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS CLIENT(S) DOES NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
14. LIMITATIONS OF LIABILITY.
TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL PODIUM OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PODIUM’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CLIENT TO PODIUM FOR THE APPLICABLE SERVICE(S) OR RELATED SERVICE(S) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES PROVIDED WITHOUT CHARGE, PODIUM’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 14 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 14 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY PODIUM TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
15. DISPUTE RESOLUTION.
If a dispute arises between the parties related to this Agreement or the Services provided therefrom, and the dispute cannot be settled through informal negotiations, the parties agree to resolve their dispute (referred to herein as “Claim(s)”) as follows:
15.1. Mediation. The parties agree to participate in mediation to settle their Claims in accordance with the rules and procedures found in Utah Code § 78B-10-101 et seq. (Utah Uniform Mediation Act and referred to as “UUMA”) and this Agreement before a party can file a judicial action, whether in a court of law, an administrative body, government agency, or otherwise. If there are any conflicting provisions between UUMA and this Agreement, the provisions in this Agreement will govern.
15.1.1. Notice. Mediation must be conducted within sixty (60) days from a party receiving written notice of Claims from a complaining party. The notice must contain a detailed description of the nature of the Claims and the requested relief sought.
15.1.2. Mediator Selection and Mediator Fees. A neutral mediator will be selected as mutually agreed upon by the parties. The mediator’s fees and costs will be paid to the mediator at the end of mediation, with both parties equally sharing the mediation costs and paying their own legal fees and costs.
15.1.3. Location. Mediation will occur in Salt Lake City, Utah.
15.2. Judicial Action. If the parties are unable to resolve the Claim pursuant to the mandatory mediation referenced above (or if one of the parties refuses to participate in the mandatory mediation or fails to respond to a complaining party’s request for mediation), the parties may subsequently file a judicial action.
15.3. Disputes Not Subject to the Mediation Process. The following claims or actions are not subject to the mandatory mediation provisions of this Section 15:
15.3.1. A request for an order of injunctive relief and any related incidental damages;
15.3.2. A request for an order to prevent the disclosure of or misuse of Confidential Information or Trade Secrets; and/or
15.3.3. Enforcement of Client’s payment obligations as set forth under Section 7.
16. GENERAL.
16.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that Podium may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.
16.2. Notices. Any notice or communication to Podium under this Agreement must be in writing. Client must send any notices under this Agreement (including breach notices) to Podium Headquarters and include “Attn. Legal Department” in the subject line. Podium may send notices to the e-mail addresses on Client’s account or, at Podium’s option, to Client’s last-known postal address. Podium may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of such notice on Podium’s Website or the Services. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Podium is not responsible for any automatic filtering Client or its network provider may apply to email notifications.
16.3. Publicity. Unless otherwise specified in the applicable Subscription Documentation, Podium may use Client’s name, logo, and marks to identify Client as a Podium Client on Podium’s website and other marketing materials.
16.4. Subcontractors. Podium may use subcontractors and permit them to exercise the rights granted to Podium in order to provide the Services and related services under this Agreement.
16.5. Subpoenas. Nothing in this Agreement prevents Podium from disclosing Client Data to the extent required by law, subpoenas, or court orders, but Podium will use commercially reasonable efforts to notify Client where permitted to do so.
16.6. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
16.7. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
16.8. Amendments; Waivers. Podium may update or modify these Terms (including the Additional Terms and any referenced policies and other documents) from time to time by posting a revised version on the Website or Services or by notification via the email associated with your account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Subscription Term. Immaterial modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, will constitute acceptance of the updated Terms. If Client does not agree to the updated Terms, Client will no longer have the right to use the Services. Except as otherwise described in this Section, any modification or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
16.9. Headings. The headings used in this Agreement are for ease of reference only. They are not intended as a complete re-statement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.
16.10. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.
16.11. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Client acknowledges that each Subscription only permits use by and for the legal entity or entities identified in the Subscription Documentation and not any affiliates. Furthermore, Client’s affiliates are not permitted to use the Services under these Terms unless an affiliate agrees to these Terms individually and creates its own account.
16.12. Attorneys’ Fees and Costs. The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.
16.13. Entire Agreement. This Agreement, including these Terms and any applicable Subscription Documentation, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Podium Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. Any terms provided by Client (including as part of any purchase order or other business form used by Client) are for administrative purposes only, and have no legal effect.
16.14. Counterparts; Electronic Transmission. This Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery will be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.
16.15. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
16.16. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
16.17. Notice Regarding Apple. This Section 16.17 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Podium only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (a) product liability claims; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Effective March 29th 2022 to April 14th 2022
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Table of Contents
Podium Terms of Service
Last Updated: March 4, 2022
Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (individually and collectively, the “Website”), is owned and operated by Podium Corporation, Inc. (“Podium”, “we” or “us”). By using, installing, or accessing the Website or Services (as defined below), by signing or clicking to accept these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to be bound by the following terms and conditions including Podium’s Privacy Policy (together, these “Terms”, or this “Agreement”).
If you are using a Podium Service on behalf of a company or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee or agent with all necessary authority to bind that entity to this Agreement.
This Agreement includes and hereby incorporates by reference any Subscription Documentation executed between you and Podium, as well as any policies or exhibits linked to or referenced herein. If you have entered into a separate written agreement with Podium concerning specific Services, the terms of such agreement control if there is any conflict between the terms of such agreement and these Terms. Please note that we may modify this Agreement as described in Section 16.8 below.
1. DEFINITIONS.
1.1. “Business Associate Agreement” (hereinafter “BAA”) means a written agreement between a covered entity and a business associate containing the elements specified at 45 CFR 164.504(e).
1.2. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
1.3. “HIPAA” means the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160 and 162, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160, all as may be amended from time to time.
1.4. “Protected Health Information” (hereinafter “PHI”) has the same meaning as that term is defined in HIPAA.
1.5. “Territory” means the United States, Canada, and Australia, unless otherwise expressly set forth in Client’s Subscription Documentation.
Other terms are defined in other Sections of this Agreement.
2. SERVICES.
2.1. Services. Podium provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Videochat,” “Teamchat,” “Automations,” “Voice,” and “Campaigns”), payment processing (“Payments”), certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time (together with the Website, the “Service(s)”). Client will, from time to time, enter into a proposal, quote, services/purchase agreement, order form, statement of work, or otherwise click to accept or agree to an online registration form, which references this Agreement (“Subscription Documentation”) and details the Services ordered from Podium and, if applicable, the usage limits or other scope of use descriptions for the Services (including without limitation any usage or volume limits, numerical limits on Authorized Users, and descriptions of product feature levels) (the “Scope of Use”). Client may be provided the option to purchase certain Services as part of a package or bundle offer (each, a “Bundle”), as detailed in the applicable Subscription Documentation. Podium has no obligation to provide any services or perform any tasks not specifically set forth in this Agreement, including any applicable Subscription Documentation.
2.2. Alteration of Subscription Documentation. Any amendments or modification to any existing Subscription Documentation must be agreed to in writing by the parties. Podium has no obligation to perform any Services under the amended Subscription Documentation until the parties have agreed to the effect of such changes on the applicable Fees.
2.3. Modification of the Services. Podium reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), or to alter the offering of the Services (including by adding, limiting, or discontinuing certain Bundle offers) temporarily or permanently. Podium also reserves the right to replace certain Services and Bundles with functionally equivalent Services or Bundles, at its sole discretion. In the event Podium makes any modification or alteration to the Services or the offering thereof that has a material adverse effect on the functionality of the Services ordered under your Subscription Documentation, Client may terminate this Agreement and receive a pro-rated refund of pre-paid unused Fees for the remainder of Client’s Subscription Term (as defined below).
2.4. Additional Terms. Client’s subscription to or use of certain Services may be subject to additional terms, policies, rules, or guidelines applicable to the Services or certain features of the Services that we may post on or link to from the Services (the “Additional Terms”). For example, if you elect to use Podium Payments, your use is subject to the Podium Payments Service Terms (currently available at https://www.podium.com/payments-terms-and-conditions/). To the extent applicable, all Additional Terms are incorporated by this reference into, and made a part of, these Terms.
3. USE RIGHTS; RESTRICTIONS.
3.1. Use of Services. Subject to all terms and conditions of this Agreement, including any Additional Terms, Podium grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory (to the extent available in the Territory) to: (a) install and use an object code copy of any mobile application associated with the Services; and (b) access and use the Services, designated on Client’s Subscription Documentation solely for Client’s internal business purposes, but only in accordance with this Agreement, Podium’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://www.podium.com/acceptable-use-policy/), the applicable Subscription Documentation, and all applicable Scope of Use descriptions. Although the Services may be accessible worldwide, Podium makes no representation that the Services are appropriate or available for use in locations outside the Territory (or that all products or features of the Services are available throughout the Territory). Furthermore, accessing the Services from territories where their content or use is illegal is prohibited. Those who choose to access the Services from other locations do so at their own initiative and are responsible for compliance with local laws and any costs associated with access or use outside the Territory. You may not use or export the Services in violation of U.S. export laws and regulations.
3.2. Account Registration. Client will register for a Podium account in order to access or receive the Services. Account information must be accurate, current, and complete, and will be governed by Podium’s Privacy Policy (currently available at https://www.podium.com/privacypolicy) as may be amended from time to time. Client agrees to keep its account information up to date so that Podium may send notices, statements, and other information by email or through Client’s account. By using or accessing the Website, Client agrees and consents to Podium’s use of cookies in accordance with the terms of Podium’s Privacy Policy. You are solely responsible for all use of the Services account. Podium will not be liable for any loss or damage arising from unauthorized use of Client’s account.
3.3. Eligibility and Use by Others. By agreeing to these Terms, Client warrants that it and its employees and contractors whom Client has authorized to access the Services on its behalf (“Authorized Users”): (a) are over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all applicable laws when using the Services. Client may permit its Authorized Users to use the Services provided their use is for Client’s benefit only and remains in compliance with this Agreement. Authorized Users are and will be subject to the applicable terms and conditions of this Agreement which may be communicated by posting to the Website or on a click-through basis to Authorized Users upon access to the Services and/or Website.
3.4. Responsibility for Authorized Users. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with the terms and conditions herein. Client will be solely responsible for authorizing and creating user IDs, passwords, and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Provided, however, Podium may, in its sole discretion, suspend any Authorized User’s access to the Services. Client is solely responsible for ensuring that any user IDs, passwords, and other access credentials (such as API tokens) for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, Client is solely responsible for complying, and ensuring its Authorized Users comply, with all laws applicable to Client. Client will be solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords or access credentials. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions.
3.5. Use by Customers. Any person that is a client, customer, or patient of Client, or that is a potential client, customer, or patient of Client (“Customer(s)”) who accesses and/or uses the Services, including via Client’s website, are subject to the Acceptable Use Policy and such other terms as may be provided by Podium from time to time, which includes Podium’s right to remove or disable access to any Customer or content or resource that violates the Acceptable Use Policy.
3.6. General Restrictions. Client must not (and must not allow any third party to): (a) rent, lease, copy, transfer, sublicense, or provide access to the Podium Technology (as defined below) to a third party (except Authorized Users as specifically authorized above); (b) incorporate the Podium Technology (or any portion thereof) into, or use it with or to provide, any site, product, or service; (c) use the Podium Technology (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (d) publicly disseminate information regarding the performance of the Podium Technology (which is deemed Podium’s Confidential Information); (e) modify or create a derivative work of the Podium Technology or any portion thereof; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Podium Technology or Services, except to the extent expressly permitted by applicable law and then only upon advance notice to Podium; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the Podium Technology other than as specifically permitted above; (i) use the Services in violation of the Acceptable Use Policy; or (j) remove or obscure any proprietary or other notices contained in the Podium Technology including in any reports or output obtained from the Podium Technology.
3.7. Beta Releases and Free Access Subscriptions. Subject to Client’s compliance with the terms of this Agreement, Podium may provide Client with certain Services for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta”, or other early-stage Services, integrations, or features (“Beta Releases”) for the Subscription Term set forth in the applicable Subscription Documentation (if applicable). This Section and any relevant Additional Terms will apply to any Free Access Subscription or Beta Release (even if a Beta Release is provided for a fee or counts towards Client’s Scope of Use allocations) and supersedes any contrary provision in this Agreement. For the avoidance of doubt, Section 6 (Availability of Services; Support) will not apply to any Free Access Subscription or Beta Releases. Podium may use good faith efforts in its discretion to assist Client with Free Access Subscriptions or Beta Releases. Without limiting the other disclaimers and limitations in this Agreement, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. WITH RESPECT TO BETA RELEASES, CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH PODIUM WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A BETA RELEASE IS AT CLIENT’S SOLE RISK. You may choose to use Beta Releases at your sole discretion. Podium makes no guarantees or promises with respect to the continued availability of any Free Access Subscriptions or Beta Releases or that future versions of a Beta Release will be released or will be available under the same commercial or other terms. Podium may discontinue Beta Releases at any time, in our sole discretion, and decide not to make any Beta Releases generally available. Notwithstanding anything to the contrary herein, Podium may terminate Client’s right to use any Free Access Subscription or Beta Release at any time for any reason or no reason in Podium’s sole discretion, without liability.
4. CLIENT DATA.
4.1. Rights in Client Data. As between the parties, Client retains all right, title, and interest (including any intellectual property rights) in and to any text, images, or other content and data that Client selects or submits for use or incorporation with the Services (including without limitation, chat and message logs, Customer Data, PHI, or any Third-Party Content) (“Client Data”). “Customer Data” means data related to the identity, characteristics, and activities of Customers, collected or submitted to the Services by Client or captured by the Services. To the extent Client is a Covered Entity or a Business Associate, as those terms are defined in HIPAA, “Client Data” also includes PHI. “Third-Party Content” means content, data, or other materials that Client provides to the Podium Services from its third-party data providers, including through Third-Party Products (as defined below) used by Client. Client hereby grants Podium a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Client Data solely to the extent necessary to provide the Services and related services to Client and as otherwise provided herein. Client further instructs Podium to use and disclose Client Data and Customer Data as necessary to (a) provide the Services consistent with this Agreement and Podium’s Privacy Policy, including detecting, investigating, and preventing security incidents, spam, fraud, or unlawful use of the Services, and (b) respond to Client’s inquiries or any technical problems and ensure the Services are working properly.
4.2. Aggregate/Anonymous Data. Client agrees that Podium will have the right to generate usage data from Client use of the Services and may aggregate anonymized Client Data (“Aggregate/Anonymous Data”). Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is Podium Technology, which Podium may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Podium’s products and services and to create and distribute reports and other materials). Podium will not distribute Aggregate/Anonymous Data in a manner that personally identifies Client or its Customers, or that would otherwise violate applicable laws. If Client and Podium have entered into a BAA, Podium will use the Aggregate/Anonymous Data only in conformity with the terms of such agreement.
4.3. Monitoring. Client understands and agrees that Podium, and any third-party platform(s) Client uses or accesses in connection with the Services, may monitor and analyze Client Data or Customer Data (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Website, Services, or third-party platform; to improve Client’s experience using the Website, Services, or third-party platform; to customize and communicate informational or product offerings and promotions to Client; to ensure compliance with the Acceptable Use Policy (including taking corrective action permitted therein); and/or to make the Website, Services, or third-party platform more helpful or useful to Client and other users.
4.4. Security. Podium agrees to maintain physical, technical, and organizational measures designed, in its discretion, to secure its systems from unauthorized access, use, or disclosure. If Client is a Covered Entity or Business Associate, as defined in HIPAA, Podium and Client agree to the terms of Podium’s BAA (currently available at https://www.podium.com/business-associate-agreement/), which may be amended from time to time, and to secure and utilize PHI in accordance with the BAA. Podium takes no responsibility and assumes no liability for any Client Data other than its express security obligations in this Section.
4.5. Storage. Podium does not provide an archiving service. During the Subscription Term, Client acknowledges that Podium may delete Client Data no longer in active use. Except for requirements that are included in any BAA entered into between Podium and Client, Podium expressly disclaims all other obligations with respect to storage.
5. CLIENT OBLIGATIONS.
5.1. Warranty. Client warrants and represents that it is in full compliance with all applicable state, federal, and international laws, rules, and regulations and that Client will not use the Services in a manner that would violate or cause Podium to violate any obligation with respect to any such laws, rules, or regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, and Canada’s Anti-Spam Legislation (“CASL”). Client also warrants and represents that: (a) Client has sole ownership of any Client Data it provides to Podium, or otherwise has legal rights to provide such Client Data, and Client Data and Podium’s use thereof will not violate third-party rights, including intellectual property, privacy, and publicity rights; (b) Podium’s possession and/or use of the Client Data on Client’s behalf in connection with the Services, as contemplated hereunder, will not violate any contract, statute, or regulation; (c) any Client Data Client and/or Client’s authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, and will only concern Client or the goods and/or services that Client provides; (d) Client is authorized to provide Podium with any Customer, Client, or Authorized User information it provides in connection with the Services, including any personally identifying information; and (e) Client and/or Client’s authorized representative(s) will only use the Services for interaction with actual Customers. If Client receives any take-down requests or infringement notices related to Client Data or its use of Third-Party Products, it will promptly stop using these items with the Services and notify Podium immediately. Additionally, if an integration is included in the Services Client orders, Client grants Podium the right to access Client’s Information or CRM system directly or through a third-party service for the purposes of fulfilling Podium’s obligations under this Agreement, and Client warrants that Client is not restricted by law or applicable agreement from granting Podium such right. Podium will not be held liable for any consequences of false and/or inaccurate content published to an online review or ratings website through Podium by Client or its Authorized Users.
5.2. Customer Consent; Intended Use of the Services. Client understands and agrees that the Services are intended to allow Client to send electronic communication, including but not limited to text messages, only to Client’s own current Customers who have consented to the receipt of such communications and are provided with necessary notices in accordance with applicable law and regulations. Client also understands and agrees that the Services are intended primarily to be used to send transactional and/or informational messages, not advertisements, marketing, telemarketing, or promotional messages, as such are defined in applicable laws, rules, and regulations (hereinafter, collectively “Marketing”), and that Client may use the Services to send Marketing messages only via Podium Campaigns. Accordingly, Client will for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable laws, prior to utilizing the Services; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) send Marketing messages through Podium only via Podium Campaigns and only in compliance with all local, state, national, and international laws, regulations and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable law and regulations and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable law or regulation and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its discretion, that Client has violated this Section 5.
6. AVAILABILITY OF SERVICES; SUPPORT.
6.1. Availability. Subject to the terms of this Agreement and any scheduled maintenance and unavailability caused by: (a) actions or omissions of Client; (b) failures, errors, or defects in the facilities, hardware, software, or network of Client; or (c) circumstances that constitute a force majeure event or that are beyond Podium’s reasonable control, the Services will be available for access via the Website 99.0% of the time during of the applicable Subscription Term. Client’s sole remedy and Podium’s sole liability for failure to meet the aforementioned availability will be support in accordance with Section 6.2.
6.2. Support. Podium makes available web-based support through the Website. Additional support services may be available to Client subject to payment of applicable fees (if any), as specified in any applicable Subscription Documentation. Any support services are subject to this Agreement and Podium’s applicable support policies. Podium may also provide onboarding, deployment, and other services under this Agreement. The scope, pricing, and other terms for these additional services will be set forth in the applicable Subscription Documentation. Podium’s ability to deliver the Services will depend on Client’s reasonable and timely cooperation and the accuracy and completeness of any information from Client needed to deliver the Services.
7. FEES AND PAYMENT.
7.1. Fees. Unless otherwise specified on the applicable Subscription Documentation, the Services are provided on an ongoing, per-license subscription-basis including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the Subscription Documentation (“Subscription”). Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Additional Terms (collectively, the “Fees”). Except as otherwise specified in the applicable Subscription Documentation, unless Client terminates a Free Access Subscription prior to the lapse of the Free Access Subscription term, such Services will convert to a paid Subscription and Client agrees to pay Podium the applicable Subscription Fees according to the terms of this Agreement. Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
7.2. Payment of Fees. Unless otherwise specified in the applicable Subscription Documentation, all Subscription Fees will be paid annually in advance, though overage fees (if any) may be charged in arrears, and all references to currency set forth herein will mean U.S. dollars, with all payments hereunder to be made in U.S. dollars. Subscription Fees are non-refundable and non-creditable, except as expressly set forth in Sections 2.3 (Modification of the Services) and 8.3 (Termination for Cause). If the payment method selected on the applicable Subscription Documentation is credit card, ACH, or direct debit, Client authorizes Podium to charge the Subscription Fees automatically, on an auto-renew basis on your Subscription Start Date (as defined below) for each subsequent Subscription Term. For the avoidance of doubt, all additional Subscription Fees for additional Services accessed by Client will be billed when the Service is first accessed by Client and automatically, on an auto-renew basis on Client’s existing Subscription Start Date. The Subscription will continue unless and until you or Podium terminate your Subscription in accordance with Section 8. You must cancel your Subscription before it renews in order to avoid billing of the next periodic Subscription Fees to your account. If Client elects to pay by credit card, then you are responsible for both (a) enabling auto-recharge on your account and (b) ensuring that your account has a sufficient positive balance to cover all Fees when due. Should Podium be unable to process/receive the Fees when due and owing, payment shall be considered overdue. Podium will have the right to charge interest on all overdue amounts at the annual rate of 12%, compounded monthly, or the maximum lawful amounts, whichever is less. Additionally, after payment becomes overdue, Podium will have the right to immediately suspend Client’s access to the Services and/or seek to enforce Client’s payment obligations including through the use of third-party services.
7.3. Taxes. Podium’s Fees are exclusive of all taxes, and Client must pay any applicable taxes or levies, whether domestic or foreign, other than taxes based on the income of Podium. Client will make tax payments to Podium to the extent amounts are included on Podium’s invoices.
7.4. Fee Increase. Podium reserves the right to increase Fees for any Services, upon sixty (60) days’ prior written notice, effective on the start date of your subsequent Subscription Term. Notwithstanding the foregoing, Podium may adjust the Payments Services Fees as set forth in the Payments Service Terms.
8. TERM AND TERMINATION.
8.1. Term. This Agreement is effective until the applicable Subscription Term for the Services has expired or the Subscription is terminated as expressly permitted herein. Unless otherwise stated in Client’s Subscription Documentation, the initial term for any Subscription to the Services is twelve (12) months and will automatically renew for subsequent periods of equal duration (the “Subscription Term”), unless either party gives written notice of non-renewal at least one (1) month before the end of the then-current Subscription Term. Client may give notice of non-renewal by sending an email to support@podium.com. If no Subscription start date is specified on the applicable Subscription Documentation, the Subscription starts when Client first obtains access to the Services (“Subscription Start Date”). By agreeing to any Subscription Documentation, Client is agreeing to pay applicable fees for the entire Subscription Term. Client cannot cancel or terminate a Subscription Term except as expressly permitted by Section 8.3 (Termination for Cause).
8.2. Suspension of Services. Podium may suspend Client’s access to the Services if: (a) Client’s account is overdue, or (b) Client has exceeded its Scope of Use limits. Podium may also suspend Client’s access to the Services, remove Client Data, or disable Third-Party Products if it determines that: (i) Client has breached Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations); or (ii) suspension is necessary to prevent harm or liability to other clients of Podium or third parties or to preserve the security, stability, availability, or integrity of the Services. Podium will have no liability for taking action as permitted above. For avoidance of doubt, Client will remain responsible for payment of Fees during any suspension period. Unless this Agreement has been terminated, Podium will cooperate with Client to restore access to the Services once it verifies that Client has resolved the condition requiring suspension.
8.3. Termination for Cause. Either party may terminate this Agreement, including any related Subscription Documentation, if the other party: (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). If Client terminates during the Subscription Term for any reason other than the foregoing, Client will be responsible for the Fees due for the entire Subscription Term. Podium may also terminate this Agreement or any related Subscription Documentation immediately if Client breaches Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations), for repeated violations of other Sections of this Agreement, or if applicable, a breach of the parties’ BAA.
8.4. Effect of Termination. Upon any expiration or termination of this Agreement or any Subscription Documentation: (a) Client’s license rights will terminate and it must immediately cease use of the Services (including any related Podium Technology) and delete (or, at Podium’s request, return) any and all copies of any Podium documentation, scripts, passwords or access codes, and any other Podium Confidential Information in Client’s possession, custody, or control and (b) Client’s right to access any Client Data in the applicable Services will cease, and unless otherwise precluded by a BAA, Podium may delete any such data in its possession at any time. If Podium terminates this Agreement for cause as provided in Section 8.3 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Client. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
8.5. Survival. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions); 3 (Use Rights; Restrictions); 4 (Client Data); 7 (Fees and Payment); 8 (Term and Termination); 9 (Confidential Information); 10 (Podium Technology); 11 (Third-Party Products and Integrations); 12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); 15 (Dispute Resolution); and 16 (General).
9. CONFIDENTIAL INFORMATION.
9.1. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, or subcontractors having a legitimate need to know (which, for Podium, includes the subcontractors referenced in Section 16.4), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 9 and these recipients are bound to confidentiality obligations no less protective than this Section.
9.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.
9.3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
10. PODIUM TECHNOLOGY.
10.1. Ownership and Updates. By accepting this Agreement, Client acknowledges that it is obtaining only a limited right to use the Services and irrespective of any use of the words “purchase”, “sale”, or similar terms, no ownership rights are transferred to Client under this Agreement and, except as expressly permitted by such limited right, Client may not make any use of Podium Technology. Client agrees that Podium (or its suppliers) exclusively retains all rights, title, and interest (including all intellectual property rights) in and to all Services, products, any and all related documentation, software, technology, code, know-how, logos, trademarks, service marks, and templates (including in any reports or output obtained from the Services), anything delivered as part of support, materials or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Feedback (as defined below) (“Podium Technology”) provided by Podium (which is deemed Podium’s Confidential Information) and reserves any licenses not specifically granted herein. Furthermore, Podium exclusively owns and reserves all right, title, and interest in and to Podium’s Confidential Information and any data, in anonymized or aggregated form that does not identify you, any end users, or any natural person, generated or derived from the use or operation of the Services, including volumes, frequencies, bounce rates, and performance results for the Services. The Services are offered as an on-line, hosted product. Accordingly, Client acknowledges and agrees that it has no right to obtain a copy of the software behind any Services and that Podium at its option may make updates, bug fixes, modifications, or improvements to the Services from time-to-time.
10.2. Feedback. If Client elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, “Feedback”), Client hereby grants Podium a worldwide, perpetual, non-revocable, sub-licensable, royalty-free right, and license to use, copy, disclose, license, distribute, and exploit any such Feedback in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
11. THIRD-PARTY PRODUCTS AND INTEGRATIONS.
Podium may, from time to time, contract with third-party service providers to facilitate certain features of the Services, as described in this Agreement. Podium may also allow or facilitate Client to make arrangements with other third-party providers that provide products or services in connection with, but which are not included in, the Services as described in this Agreement. If Client elects to use applications, integrations, add-ons, software, code, online services, systems, and other products that are not Podium Technology (“Third-Party Products”) in connection with the Services, those products may make Third-Party Content available to Client and may access Client’s instance of the Services, including Client Data. Client agrees and acknowledges that use of such Third-Party Products may require Client to enter into separate terms and conditions with such third-party. Podium is not a party to any such terms and will not be liable thereunder. Podium does not warrant or support Third-Party Products or Third-Party Content and disclaims all responsibility and liability for these items and their access to the Services, including their modification, deletion, disclosure, or collection of Client Data. Podium is not responsible in any way for Client Data once it is transmitted, copied, or removed from the Services.
12. INDEMNIFICATION.
12.1. Indemnification by Client. Client will indemnify and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) your unauthorized use of, or misuse of, the Services; (b) your violation of any applicable law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party (including your Customers); (d) any demand, dispute, or issue (including without limitation fee disputes) between you and any Payment Service Provider(s) (as defined in the applicable Additional Terms); (e) any Client Data; (f) Podium’s use, as contemplated in this Agreement, of any information provided to Podium by you or your Customers; (g) breach or alleged breach of this Agreement, including Client’s warranties and obligations; (h) any claim of a governmental entity or other party that you have violated any law, rule, or regulation; or, (i) if applicable, alleged breach or breach of Client’s obligations contained in the BAA. Client also agrees to defend the Podium Entities against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event Podium assumes exclusive defense of such claims, Client agrees to cooperate with our defense of any such claims. Client may not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12.2. Indemnification by Podium. Podium will indemnify and hold Client harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to (a) Podium’s gross negligence or willful misconduct; or (b) Podium’s infringement, misappropriation, or violation of a third party’s intellectual property rights. Podium also agrees to defend Client against these claims at Client’s request, but Client may participate in any claim through counsel of its own choosing and the Parties will reasonably cooperate on any defense. Podium must not settle any claim without Client’s prior written consent if the settlement does not fully release Client from liability or would require Client to admit fault, pay any amounts, or take or refrain from taking any action.
12.3. Exclusions to Podium’s Indemnification. Podium will not be required to indemnify Client in the event of: (a) modification of the Services by Client, its Authorized Users, affiliates, employees, or contractors in conflict with Client’s obligations or as a result of any prohibited activity under this Agreement, (b) use of the Services in a manner inconsistent with this Agreement, the Acceptable Use Policy, the Additional Terms, the Subscription Documentation, or any other agreement related to this Agreement, or (c) use of the Services in combination with any other application, product, or service not provided by Podium if such claim would not have occurred without such combination.
13. DISCLAIMERS.
13.1. EXCEPT AS PROVIDED EXPRESSLY HEREIN, ALL PODIUM TECHNOLOGY AND RELATED SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH THE PODIUM TECHNOLOGY ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM TECHNOLOGY WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM TECHNOLOGY WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, AND PODIUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON PODIUM TECHNOLOGY OR PODIUM’S RELATED SERVICES (INCLUDING CHANGES TO CLIENT PROPERTIES). THE DISCLAIMERS IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
13.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS CLIENT(S) DOES NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
14. LIMITATIONS OF LIABILITY.
TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL PODIUM OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PODIUM’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CLIENT TO PODIUM FOR THE APPLICABLE SERVICE(S) OR RELATED SERVICE(S) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES PROVIDED WITHOUT CHARGE, PODIUM’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 14 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 14 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY PODIUM TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
15. DISPUTE RESOLUTION.
If a dispute arises between the parties related to this Agreement or the Services provided therefrom, and the dispute cannot be settled through informal negotiations, the parties agree to resolve their dispute (referred to herein as “Claim(s)”) as follows:
15.1. Mediation. The parties agree to participate in mediation to settle their Claims in accordance with the rules and procedures found in Utah Code § 78B-10-101 et seq. (Utah Uniform Mediation Act and referred to as “UUMA”) and this Agreement before a party can file a judicial action, whether in a court of law, an administrative body, government agency, or otherwise. If there are any conflicting provisions between UUMA and this Agreement, the provisions in this Agreement will govern.
15.1.1. Notice. Mediation must be conducted within sixty (60) days from a party receiving written notice of Claims from a complaining party. The notice must contain a detailed description of the nature of the Claims and the requested relief sought.
15.1.2. Mediator Selection and Mediator Fees. A neutral mediator will be selected as mutually agreed upon by the parties. The mediator’s fees and costs will be paid to the mediator at the end of mediation, with both parties equally sharing the mediation costs and paying their own legal fees and costs.
15.1.3. Location. Mediation will occur in Salt Lake City, Utah.
15.2. Judicial Action. If the parties are unable to resolve the Claim pursuant to the mandatory mediation referenced above (or if one of the parties refuses to participate in the mandatory mediation or fails to respond to a complaining party’s request for mediation), the parties may subsequently file a judicial action.
15.3. Disputes Not Subject to the Mediation Process. The following claims or actions are not subject to the mandatory mediation provisions of this Section 15:
15.3.1. A request for an order of injunctive relief and any related incidental damages;
15.3.2. A request for an order to prevent the disclosure of or misuse of Confidential Information or Trade Secrets; and/or
15.3.3. Enforcement of Client’s payment obligations as set forth under Section 7.
16. GENERAL.
16.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that Podium may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.
16.2. Notices. Any notice or communication to Podium under this Agreement must be in writing. Client must send any notices under this Agreement (including breach notices) to Podium Headquarters and include “Attn. Legal Department” in the subject line. Podium may send notices to the e-mail addresses on Client’s account or, at Podium’s option, to Client’s last-known postal address. Podium may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of such notice on Podium’s Website or the Services. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Podium is not responsible for any automatic filtering Client or its network provider may apply to email notifications.
16.3. Publicity. Unless otherwise specified in the applicable Subscription Documentation, Podium may use Client’s name, logo, and marks to identify Client as a Podium Client on Podium’s website and other marketing materials.
16.4. Subcontractors. Podium may use subcontractors and permit them to exercise the rights granted to Podium in order to provide the Services and related services under this Agreement.
16.5. Subpoenas. Nothing in this Agreement prevents Podium from disclosing Client Data to the extent required by law, subpoenas, or court orders, but Podium will use commercially reasonable efforts to notify Client where permitted to do so.
16.6. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
16.7. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
16.8. Amendments; Waivers. Podium may update or modify these Terms (including the Additional Terms and any referenced policies and other documents) from time to time by posting a revised version on the Website or Services or by notification via the email associated with your account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Subscription Term. Immaterial modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, will constitute acceptance of the updated Terms. If Client does not agree to the updated Terms, Client will no longer have the right to use the Services. Except as otherwise described in this Section, any modification or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
16.9. Headings. The headings used in this Agreement are for ease of reference only. They are not intended as a complete re-statement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.
16.10. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.
16.11. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Client acknowledges that each Subscription only permits use by and for the legal entity or entities identified in the Subscription Documentation and not any affiliates. Furthermore, Client’s affiliates are not permitted to use the Services under these Terms unless an affiliate agrees to these Terms individually and creates its own account.
16.12. Attorneys’ Fees and Costs. The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.
16.13. Entire Agreement. This Agreement, including these Terms and any applicable Subscription Documentation, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Podium Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. Any terms provided by Client (including as part of any purchase order or other business form used by Client) are for administrative purposes only, and have no legal effect.
16.14. Counterparts; Electronic Transmission. This Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery will be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.
16.15. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
16.16. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
16.17. Notice Regarding Apple. This Section 16.17 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Podium only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (a) product liability claims; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Effective March 29th 2022 to March 29th 2022
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Table of Contents
Podium Terms of Service
Last Updated: March 4, 2022
Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (individually and collectively, the “Website”), is owned and operated by Podium Corporation, Inc. (“Podium”, “we” or “us”). By using, installing, or accessing the Website or Services (as defined below), by signing or clicking to accept these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to be bound by the following terms and conditions including Podium’s Privacy Policy (together, these “Terms”, or this “Agreement”).
If you are using a Podium Service on behalf of a company or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee or agent with all necessary authority to bind that entity to this Agreement.
This Agreement includes and hereby incorporates by reference any Subscription Documentation executed between you and Podium, as well as any policies or exhibits linked to or referenced herein. If you have entered into a separate written agreement with Podium concerning specific Services, the terms of such agreement control if there is any conflict between the terms of such agreement and these Terms. Please note that we may modify this Agreement as described in Section 16.8 below.
1. DEFINITIONS.
1.1. “Business Associate Agreement” (hereinafter “BAA”) means a written agreement between a covered entity and a business associate containing the elements specified at 45 CFR 164.504(e).
1.2. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
1.3. “HIPAA” means the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160 and 162, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160, all as may be amended from time to time.
1.4. “Protected Health Information” (hereinafter “PHI”) has the same meaning as that term is defined in HIPAA.
1.5. “Territory” means the United States, Canada, and Australia, unless otherwise expressly set forth in Client’s Subscription Documentation.
Other terms are defined in other Sections of this Agreement.
2. SERVICES.
2.1. Services. Podium provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Videochat,” “Teamchat,” “Automations,” “Voice,” and “Campaigns”), payment processing (“Payments”), certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time (together with the Website, the “Service(s)”). Client will, from time to time, enter into a proposal, quote, services/purchase agreement, order form, statement of work, or otherwise click to accept or agree to an online registration form, which references this Agreement (“Subscription Documentation”) and details the Services ordered from Podium and, if applicable, the usage limits or other scope of use descriptions for the Services (including without limitation any usage or volume limits, numerical limits on Authorized Users, and descriptions of product feature levels) (the “Scope of Use”). Client may be provided the option to purchase certain Services as part of a package or bundle offer (each, a “Bundle”), as detailed in the applicable Subscription Documentation. Podium has no obligation to provide any services or perform any tasks not specifically set forth in this Agreement, including any applicable Subscription Documentation.
2.2. Alteration of Subscription Documentation. Any amendments or modification to any existing Subscription Documentation must be agreed to in writing by the parties. Podium has no obligation to perform any Services under the amended Subscription Documentation until the parties have agreed to the effect of such changes on the applicable Fees.
2.3. Modification of the Services. Podium reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), or to alter the offering of the Services (including by adding, limiting, or discontinuing certain Bundle offers) temporarily or permanently. Podium also reserves the right to replace certain Services and Bundles with functionally equivalent Services or Bundles, at its sole discretion. In the event Podium makes any modification or alteration to the Services or the offering thereof that has a material adverse effect on the functionality of the Services ordered under your Subscription Documentation, Client may terminate this Agreement and receive a pro-rated refund of pre-paid unused Fees for the remainder of Client’s Subscription Term (as defined below).
2.4. Additional Terms. Client’s subscription to or use of certain Services may be subject to additional terms, policies, rules, or guidelines applicable to the Services or certain features of the Services that we may post on or link to from the Services (the “Additional Terms”). For example, if you elect to use Podium Payments, your use is subject to the Podium Payments Service Terms (currently available at https://www.podium.com/payments-terms-and-conditions/). To the extent applicable, all Additional Terms are incorporated by this reference into, and made a part of, these Terms.
3. USE RIGHTS; RESTRICTIONS.
3.1. Use of Services. Subject to all terms and conditions of this Agreement, including any Additional Terms, Podium grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory (to the extent available in the Territory) to: (a) install and use an object code copy of any mobile application associated with the Services; and (b) access and use the Services, designated on Client’s Subscription Documentation solely for Client’s internal business purposes, but only in accordance with this Agreement, Podium’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://www.podium.com/acceptable-use-policy/), the applicable Subscription Documentation, and all applicable Scope of Use descriptions. Although the Services may be accessible worldwide, Podium makes no representation that the Services are appropriate or available for use in locations outside the Territory (or that all products or features of the Services are available throughout the Territory). Furthermore, accessing the Services from territories where their content or use is illegal is prohibited. Those who choose to access the Services from other locations do so at their own initiative and are responsible for compliance with local laws and any costs associated with access or use outside the Territory. You may not use or export the Services in violation of U.S. export laws and regulations.
3.2. Account Registration. Client will register for a Podium account in order to access or receive the Services. Account information must be accurate, current, and complete, and will be governed by Podium’s Privacy Policy (currently available at https://www.podium.com/privacypolicy) as may be amended from time to time. Client agrees to keep its account information up to date so that Podium may send notices, statements, and other information by email or through Client’s account. By using or accessing the Website, Client agrees and consents to Podium’s use of cookies in accordance with the terms of Podium’s Privacy Policy. You are solely responsible for all use of the Services account. Podium will not be liable for any loss or damage arising from unauthorized use of Client’s account.
3.3. Eligibility and Use by Others. By agreeing to these Terms, Client warrants that it and its employees and contractors whom Client has authorized to access the Services on its behalf (“Authorized Users”): (a) are over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all applicable laws when using the Services. Client may permit its Authorized Users to use the Services provided their use is for Client’s benefit only and remains in compliance with this Agreement. Authorized Users are and will be subject to the applicable terms and conditions of this Agreement which may be communicated by posting to the Website or on a click-through basis to Authorized Users upon access to the Services and/or Website.
3.4. Responsibility for Authorized Users. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with the terms and conditions herein. Client will be solely responsible for authorizing and creating user IDs, passwords, and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Provided, however, Podium may, in its sole discretion, suspend any Authorized User’s access to the Services. Client is solely responsible for ensuring that any user IDs, passwords, and other access credentials (such as API tokens) for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, Client is solely responsible for complying, and ensuring its Authorized Users comply, with all laws applicable to Client. Client will be solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords or access credentials. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions.
3.5. Use by Customers. Any person that is a client, customer, or patient of Client, or that is a potential client, customer, or patient of Client (“Customer(s)”) who accesses and/or uses the Services, including via Client’s website, are subject to the Acceptable Use Policy and such other terms as may be provided by Podium from time to time, which includes Podium’s right to remove or disable access to any Customer or content or resource that violates the Acceptable Use Policy.
3.6. General Restrictions. Client must not (and must not allow any third party to): (a) rent, lease, copy, transfer, sublicense, or provide access to the Podium Technology (as defined below) to a third party (except Authorized Users as specifically authorized above); (b) incorporate the Podium Technology (or any portion thereof) into, or use it with or to provide, any site, product, or service; (c) use the Podium Technology (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (d) publicly disseminate information regarding the performance of the Podium Technology (which is deemed Podium’s Confidential Information); (e) modify or create a derivative work of the Podium Technology or any portion thereof; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Podium Technology or Services, except to the extent expressly permitted by applicable law and then only upon advance notice to Podium; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the Podium Technology other than as specifically permitted above; (i) use the Services in violation of the Acceptable Use Policy; or (j) remove or obscure any proprietary or other notices contained in the Podium Technology including in any reports or output obtained from the Podium Technology.
3.7. Beta Releases and Free Access Subscriptions. Subject to Client’s compliance with the terms of this Agreement, Podium may provide Client with certain Services for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta”, or other early-stage Services, integrations, or features (“Beta Releases”) for the Subscription Term set forth in the applicable Subscription Documentation (if applicable). This Section and any relevant Additional Terms will apply to any Free Access Subscription or Beta Release (even if a Beta Release is provided for a fee or counts towards Client’s Scope of Use allocations) and supersedes any contrary provision in this Agreement. For the avoidance of doubt, Section 6 (Availability of Services; Support) will not apply to any Free Access Subscription or Beta Releases. Podium may use good faith efforts in its discretion to assist Client with Free Access Subscriptions or Beta Releases. Without limiting the other disclaimers and limitations in this Agreement, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. WITH RESPECT TO BETA RELEASES, CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH PODIUM WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A BETA RELEASE IS AT CLIENT’S SOLE RISK. You may choose to use Beta Releases at your sole discretion. Podium makes no guarantees or promises with respect to the continued availability of any Free Access Subscriptions or Beta Releases or that future versions of a Beta Release will be released or will be available under the same commercial or other terms. Podium may discontinue Beta Releases at any time, in our sole discretion, and decide not to make any Beta Releases generally available. Notwithstanding anything to the contrary herein, Podium may terminate Client’s right to use any Free Access Subscription or Beta Release at any time for any reason or no reason in Podium’s sole discretion, without liability.
4. CLIENT DATA.
4.1. Rights in Client Data. As between the parties, Client retains all right, title, and interest (including any intellectual property rights) in and to any text, images, or other content and data that Client selects or submits for use or incorporation with the Services (including without limitation, chat and message logs, Customer Data, PHI, or any Third-Party Content) (“Client Data”). “Customer Data” means data related to the identity, characteristics, and activities of Customers, collected or submitted to the Services by Client or captured by the Services. To the extent Client is a Covered Entity or a Business Associate, as those terms are defined in HIPAA, “Client Data” also includes PHI. “Third-Party Content” means content, data, or other materials that Client provides to the Podium Services from its third-party data providers, including through Third-Party Products (as defined below) used by Client. Client hereby grants Podium a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Client Data solely to the extent necessary to provide the Services and related services to Client and as otherwise provided herein. Client further instructs Podium to use and disclose Client Data and Customer Data as necessary to (a) provide the Services consistent with this Agreement and Podium’s Privacy Policy, including detecting, investigating, and preventing security incidents, spam, fraud, or unlawful use of the Services, and (b) respond to Client’s inquiries or any technical problems and ensure the Services are working properly.
4.2. Aggregate/Anonymous Data. Client agrees that Podium will have the right to generate usage data from Client use of the Services and may aggregate anonymized Client Data (“Aggregate/Anonymous Data”). Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is Podium Technology, which Podium may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Podium’s products and services and to create and distribute reports and other materials). Podium will not distribute Aggregate/Anonymous Data in a manner that personally identifies Client or its Customers, or that would otherwise violate applicable laws. If Client and Podium have entered into a BAA, Podium will use the Aggregate/Anonymous Data only in conformity with the terms of such agreement.
4.3. Monitoring. Client understands and agrees that Podium, and any third-party platform(s) Client uses or accesses in connection with the Services, may monitor and analyze Client Data or Customer Data (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Website, Services, or third-party platform; to improve Client’s experience using the Website, Services, or third-party platform; to customize and communicate informational or product offerings and promotions to Client; to ensure compliance with the Acceptable Use Policy (including taking corrective action permitted therein); and/or to make the Website, Services, or third-party platform more helpful or useful to Client and other users.
4.4. Security. Podium agrees to maintain physical, technical, and organizational measures designed, in its discretion, to secure its systems from unauthorized access, use, or disclosure. If Client is a Covered Entity or Business Associate, as defined in HIPAA, Podium and Client agree to the terms of Podium’s BAA (currently available at https://www.podium.com/business-associate-agreement/), which may be amended from time to time, and to secure and utilize PHI in accordance with the BAA. Podium takes no responsibility and assumes no liability for any Client Data other than its express security obligations in this Section.
4.5. Storage. Podium does not provide an archiving service. During the Subscription Term, Client acknowledges that Podium may delete Client Data no longer in active use. Except for requirements that are included in any BAA entered into between Podium and Client, Podium expressly disclaims all other obligations with respect to storage.
5. CLIENT OBLIGATIONS.
5.1. Warranty. Client warrants and represents that it is in full compliance with all applicable state, federal, and international laws, rules, and regulations and that Client will not use the Services in a manner that would violate or cause Podium to violate any obligation with respect to any such laws, rules, or regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, and Canada’s Anti-Spam Legislation (“CASL”). Client also warrants and represents that: (a) Client has sole ownership of any Client Data it provides to Podium, or otherwise has legal rights to provide such Client Data, and Client Data and Podium’s use thereof will not violate third-party rights, including intellectual property, privacy, and publicity rights; (b) Podium’s possession and/or use of the Client Data on Client’s behalf in connection with the Services, as contemplated hereunder, will not violate any contract, statute, or regulation; (c) any Client Data Client and/or Client’s authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, and will only concern Client or the goods and/or services that Client provides; (d) Client is authorized to provide Podium with any Customer, Client, or Authorized User information it provides in connection with the Services, including any personally identifying information; and (e) Client and/or Client’s authorized representative(s) will only use the Services for interaction with actual Customers. If Client receives any take-down requests or infringement notices related to Client Data or its use of Third-Party Products, it will promptly stop using these items with the Services and notify Podium immediately. Additionally, if an integration is included in the Services Client orders, Client grants Podium the right to access Client’s Information or CRM system directly or through a third-party service for the purposes of fulfilling Podium’s obligations under this Agreement, and Client warrants that Client is not restricted by law or applicable agreement from granting Podium such right. Podium will not be held liable for any consequences of false and/or inaccurate content published to an online review or ratings website through Podium by Client or its Authorized Users.
5.2. Customer Consent; Intended Use of the Services. Client understands and agrees that the Services are intended to allow Client to send electronic communication, including but not limited to text messages, only to Client’s own current Customers who have consented to the receipt of such communications and are provided with necessary notices in accordance with applicable law and regulations. Client also understands and agrees that the Services are intended primarily to be used to send transactional and/or informational messages, not advertisements, marketing, telemarketing, or promotional messages, as such are defined in applicable laws, rules, and regulations (hereinafter, collectively “Marketing”), and that Client may use the Services to send Marketing messages only via Podium Campaigns. Accordingly, Client will for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable laws, prior to utilizing the Services; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) send Marketing messages through Podium only via Podium Campaigns and only in compliance with all local, state, national, and international laws, regulations and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable law and regulations and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable law or regulation and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its discretion, that Client has violated this Section 5.
6. AVAILABILITY OF SERVICES; SUPPORT.
6.1. Availability. Subject to the terms of this Agreement and any scheduled maintenance and unavailability caused by: (a) actions or omissions of Client; (b) failures, errors, or defects in the facilities, hardware, software, or network of Client; or (c) circumstances that constitute a force majeure event or that are beyond Podium’s reasonable control, the Services will be available for access via the Website 99.0% of the time during of the applicable Subscription Term. Client’s sole remedy and Podium’s sole liability for failure to meet the aforementioned availability will be support in accordance with Section 6.2.
6.2. Support. Podium makes available web-based support through the Website. Additional support services may be available to Client subject to payment of applicable fees (if any), as specified in any applicable Subscription Documentation. Any support services are subject to this Agreement and Podium’s applicable support policies. Podium may also provide onboarding, deployment, and other services under this Agreement. The scope, pricing, and other terms for these additional services will be set forth in the applicable Subscription Documentation. Podium’s ability to deliver the Services will depend on Client’s reasonable and timely cooperation and the accuracy and completeness of any information from Client needed to deliver the Services.
7. FEES AND PAYMENT.
7.1. Fees. Unless otherwise specified on the applicable Subscription Documentation, the Services are provided on an ongoing, per-license subscription-basis including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the Subscription Documentation (“Subscription”). Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Additional Terms (collectively, the “Fees”). Except as otherwise specified in the applicable Subscription Documentation, unless Client terminates a Free Access Subscription prior to the lapse of the Free Access Subscription term, such Services will convert to a paid Subscription and Client agrees to pay Podium the applicable Subscription Fees according to the terms of this Agreement. Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
7.2. Payment of Fees. Unless otherwise specified in the applicable Subscription Documentation, all Subscription Fees will be paid annually in advance, though overage fees (if any) may be charged in arrears, and all references to currency set forth herein will mean U.S. dollars, with all payments hereunder to be made in U.S. dollars. Subscription Fees are non-refundable and non-creditable, except as expressly set forth in Sections 2.3 (Modification of the Services) and 8.3 (Termination for Cause). If the payment method selected on the applicable Subscription Documentation is credit card, ACH, or direct debit, Client authorizes Podium to charge the Subscription Fees automatically, on an auto-renew basis on your Subscription Start Date (as defined below) for each subsequent Subscription Term. For the avoidance of doubt, all additional Subscription Fees for additional Services accessed by Client will be billed when the Service is first accessed by Client and automatically, on an auto-renew basis on Client’s existing Subscription Start Date. The Subscription will continue unless and until you or Podium terminate your Subscription in accordance with Section 8. You must cancel your Subscription before it renews in order to avoid billing of the next periodic Subscription Fees to your account. If Client elects to pay by credit card, then you are responsible for both (a) enabling auto-recharge on your account and (b) ensuring that your account has a sufficient positive balance to cover all Fees when due. Should Podium be unable to process/receive the Fees when due and owing, payment shall be considered overdue. Podium will have the right to charge interest on all overdue amounts at the annual rate of 12%, compounded monthly, or the maximum lawful amounts, whichever is less. Additionally, after payment becomes overdue, Podium will have the right to immediately suspend Client’s access to the Services and/or seek to enforce Client’s payment obligations including through the use of third-party services.
7.3. Taxes. Podium’s Fees are exclusive of all taxes, and Client must pay any applicable taxes or levies, whether domestic or foreign, other than taxes based on the income of Podium. Client will make tax payments to Podium to the extent amounts are included on Podium’s invoices.
7.4. Fee Increase. Podium reserves the right to increase Fees for any Services, upon sixty (60) days’ prior written notice, effective on the start date of your subsequent Subscription Term. Notwithstanding the foregoing, Podium may adjust the Payments Services Fees as set forth in the Payments Service Terms.
8. TERM AND TERMINATION.
8.1. Term. This Agreement is effective until the applicable Subscription Term for the Services has expired or the Subscription is terminated as expressly permitted herein. Unless otherwise stated in Client’s Subscription Documentation, the initial term for any Subscription to the Services is twelve (12) months and will automatically renew for subsequent periods of equal duration (the “Subscription Term”), unless either party gives written notice of non-renewal at least one (1) month before the end of the then-current Subscription Term. Client may give notice of non-renewal by sending an email to support@podium.com. If no Subscription start date is specified on the applicable Subscription Documentation, the Subscription starts when Client first obtains access to the Services (“Subscription Start Date”). By agreeing to any Subscription Documentation, Client is agreeing to pay applicable fees for the entire Subscription Term. Client cannot cancel or terminate a Subscription Term except as expressly permitted by Section 8.3 (Termination for Cause).
8.2. Suspension of Services. Podium may suspend Client’s access to the Services if: (a) Client’s account is overdue, or (b) Client has exceeded its Scope of Use limits. Podium may also suspend Client’s access to the Services, remove Client Data, or disable Third-Party Products if it determines that: (i) Client has breached Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations); or (ii) suspension is necessary to prevent harm or liability to other clients of Podium or third parties or to preserve the security, stability, availability, or integrity of the Services. Podium will have no liability for taking action as permitted above. For avoidance of doubt, Client will remain responsible for payment of Fees during any suspension period. Unless this Agreement has been terminated, Podium will cooperate with Client to restore access to the Services once it verifies that Client has resolved the condition requiring suspension.
8.3. Termination for Cause. Either party may terminate this Agreement, including any related Subscription Documentation, if the other party: (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). If Client terminates during the Subscription Term for any reason other than the foregoing, Client will be responsible for the Fees due for the entire Subscription Term. Podium may also terminate this Agreement or any related Subscription Documentation immediately if Client breaches Sections 3 (Use Rights; Restrictions) or 5 (Client Obligations), for repeated violations of other Sections of this Agreement, or if applicable, a breach of the parties’ BAA.
8.4. Effect of Termination. Upon any expiration or termination of this Agreement or any Subscription Documentation: (a) Client’s license rights will terminate and it must immediately cease use of the Services (including any related Podium Technology) and delete (or, at Podium’s request, return) any and all copies of any Podium documentation, scripts, passwords or access codes, and any other Podium Confidential Information in Client’s possession, custody, or control and (b) Client’s right to access any Client Data in the applicable Services will cease, and unless otherwise precluded by a BAA, Podium may delete any such data in its possession at any time. If Podium terminates this Agreement for cause as provided in Section 8.3 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Client. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
8.5. Survival. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions); 3 (Use Rights; Restrictions); 4 (Client Data); 7 (Fees and Payment); 8 (Term and Termination); 9 (Confidential Information); 10 (Podium Technology); 11 (Third-Party Products and Integrations); 12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); 15 (Dispute Resolution); and 16 (General).
9. CONFIDENTIAL INFORMATION.
9.1. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, or subcontractors having a legitimate need to know (which, for Podium, includes the subcontractors referenced in Section 16.4), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 9 and these recipients are bound to confidentiality obligations no less protective than this Section.
9.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.
9.3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
10. PODIUM TECHNOLOGY.
10.1. Ownership and Updates. By accepting this Agreement, Client acknowledges that it is obtaining only a limited right to use the Services and irrespective of any use of the words “purchase”, “sale”, or similar terms, no ownership rights are transferred to Client under this Agreement and, except as expressly permitted by such limited right, Client may not make any use of Podium Technology. Client agrees that Podium (or its suppliers) exclusively retains all rights, title, and interest (including all intellectual property rights) in and to all Services, products, any and all related documentation, software, technology, code, know-how, logos, trademarks, service marks, and templates (including in any reports or output obtained from the Services), anything delivered as part of support, materials or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Feedback (as defined below) (“Podium Technology”) provided by Podium (which is deemed Podium’s Confidential Information) and reserves any licenses not specifically granted herein. Furthermore, Podium exclusively owns and reserves all right, title, and interest in and to Podium’s Confidential Information and any data, in anonymized or aggregated form that does not identify you, any end users, or any natural person, generated or derived from the use or operation of the Services, including volumes, frequencies, bounce rates, and performance results for the Services. The Services are offered as an on-line, hosted product. Accordingly, Client acknowledges and agrees that it has no right to obtain a copy of the software behind any Services and that Podium at its option may make updates, bug fixes, modifications, or improvements to the Services from time-to-time.
10.2. Feedback. If Client elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, “Feedback”), Client hereby grants Podium a worldwide, perpetual, non-revocable, sub-licensable, royalty-free right, and license to use, copy, disclose, license, distribute, and exploit any such Feedback in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
11. THIRD-PARTY PRODUCTS AND INTEGRATIONS.
Podium may, from time to time, contract with third-party service providers to facilitate certain features of the Services, as described in this Agreement. Podium may also allow or facilitate Client to make arrangements with other third-party providers that provide products or services in connection with, but which are not included in, the Services as described in this Agreement. If Client elects to use applications, integrations, add-ons, software, code, online services, systems, and other products that are not Podium Technology (“Third-Party Products”) in connection with the Services, those products may make Third-Party Content available to Client and may access Client’s instance of the Services, including Client Data. Client agrees and acknowledges that use of such Third-Party Products may require Client to enter into separate terms and conditions with such third-party. Podium is not a party to any such terms and will not be liable thereunder. Podium does not warrant or support Third-Party Products or Third-Party Content and disclaims all responsibility and liability for these items and their access to the Services, including their modification, deletion, disclosure, or collection of Client Data. Podium is not responsible in any way for Client Data once it is transmitted, copied, or removed from the Services.
12. INDEMNIFICATION.
12.1. Indemnification by Client. Client will indemnify and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) your unauthorized use of, or misuse of, the Services; (b) your violation of any applicable law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party (including your Customers); (d) any demand, dispute, or issue (including without limitation fee disputes) between you and any Payment Service Provider(s) (as defined in the applicable Additional Terms); (e) any Client Data; (f) Podium’s use, as contemplated in this Agreement, of any information provided to Podium by you or your Customers; (g) breach or alleged breach of this Agreement, including Client’s warranties and obligations; (h) any claim of a governmental entity or other party that you have violated any law, rule, or regulation; or, (i) if applicable, alleged breach or breach of Client’s obligations contained in the BAA. Client also agrees to defend the Podium Entities against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event Podium assumes exclusive defense of such claims, Client agrees to cooperate with our defense of any such claims. Client may not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12.2. Indemnification by Podium. Podium will indemnify and hold Client harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to (a) Podium’s gross negligence or willful misconduct; or (b) Podium’s infringement, misappropriation, or violation of a third party’s intellectual property rights. Podium also agrees to defend Client against these claims at Client’s request, but Client may participate in any claim through counsel of its own choosing and the Parties will reasonably cooperate on any defense. Podium must not settle any claim without Client’s prior written consent if the settlement does not fully release Client from liability or would require Client to admit fault, pay any amounts, or take or refrain from taking any action.
12.3. Exclusions to Podium’s Indemnification. Podium will not be required to indemnify Client in the event of: (a) modification of the Services by Client, its Authorized Users, affiliates, employees, or contractors in conflict with Client’s obligations or as a result of any prohibited activity under this Agreement, (b) use of the Services in a manner inconsistent with this Agreement, the Acceptable Use Policy, the Additional Terms, the Subscription Documentation, or any other agreement related to this Agreement, or (c) use of the Services in combination with any other application, product, or service not provided by Podium if such claim would not have occurred without such combination.
13. DISCLAIMERS.
13.1. EXCEPT AS PROVIDED EXPRESSLY HEREIN, ALL PODIUM TECHNOLOGY AND RELATED SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH THE PODIUM TECHNOLOGY ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM TECHNOLOGY WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM TECHNOLOGY WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, AND PODIUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON PODIUM TECHNOLOGY OR PODIUM’S RELATED SERVICES (INCLUDING CHANGES TO CLIENT PROPERTIES). THE DISCLAIMERS IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
13.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS CLIENT(S) DOES NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
14. LIMITATIONS OF LIABILITY.
TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL PODIUM OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PODIUM’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CLIENT TO PODIUM FOR THE APPLICABLE SERVICE(S) OR RELATED SERVICE(S) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES PROVIDED WITHOUT CHARGE, PODIUM’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 14 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 14 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY PODIUM TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
15. DISPUTE RESOLUTION.
If a dispute arises between the parties related to this Agreement or the Services provided therefrom, and the dispute cannot be settled through informal negotiations, the parties agree to resolve their dispute (referred to herein as “Claim(s)”) as follows:
15.1. Mediation. The parties agree to participate in mediation to settle their Claims in accordance with the rules and procedures found in Utah Code § 78B-10-101 et seq. (Utah Uniform Mediation Act and referred to as “UUMA”) and this Agreement before a party can file a judicial action, whether in a court of law, an administrative body, government agency, or otherwise. If there are any conflicting provisions between UUMA and this Agreement, the provisions in this Agreement will govern.
15.1.1. Notice. Mediation must be conducted within sixty (60) days from a party receiving written notice of Claims from a complaining party. The notice must contain a detailed description of the nature of the Claims and the requested relief sought.
15.1.2. Mediator Selection and Mediator Fees. A neutral mediator will be selected as mutually agreed upon by the parties. The mediator’s fees and costs will be paid to the mediator at the end of mediation, with both parties equally sharing the mediation costs and paying their own legal fees and costs.
15.1.3. Location. Mediation will occur in Salt Lake City, Utah.
15.2. Judicial Action. If the parties are unable to resolve the Claim pursuant to the mandatory mediation referenced above (or if one of the parties refuses to participate in the mandatory mediation or fails to respond to a complaining party’s request for mediation), the parties may subsequently file a judicial action.
15.3. Disputes Not Subject to the Mediation Process. The following claims or actions are not subject to the mandatory mediation provisions of this Section 15:
15.3.1. A request for an order of injunctive relief and any related incidental damages;
15.3.2. A request for an order to prevent the disclosure of or misuse of Confidential Information or Trade Secrets; and/or
15.3.3. Enforcement of Client’s payment obligations as set forth under Section 7.
16. GENERAL.
16.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that Podium may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.
16.2. Notices. Any notice or communication to Podium under this Agreement must be in writing. Client must send any notices under this Agreement (including breach notices) to Podium Headquarters and include “Attn. Legal Department” in the subject line. Podium may send notices to the e-mail addresses on Client’s account or, at Podium’s option, to Client’s last-known postal address. Podium may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of such notice on Podium’s Website or the Services. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Podium is not responsible for any automatic filtering Client or its network provider may apply to email notifications.
16.3. Publicity. Unless otherwise specified in the applicable Subscription Documentation, Podium may use Client’s name, logo, and marks to identify Client as a Podium Client on Podium’s website and other marketing materials.
16.4. Subcontractors. Podium may use subcontractors and permit them to exercise the rights granted to Podium in order to provide the Services and related services under this Agreement.
16.5. Subpoenas. Nothing in this Agreement prevents Podium from disclosing Client Data to the extent required by law, subpoenas, or court orders, but Podium will use commercially reasonable efforts to notify Client where permitted to do so.
16.6. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
16.7. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
16.8. Amendments; Waivers. Podium may update or modify these Terms (including the Additional Terms and any referenced policies and other documents) from time to time by posting a revised version on the Website or Services or by notification via the email associated with your account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Subscription Term. Immaterial modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, will constitute acceptance of the updated Terms. If Client does not agree to the updated Terms, Client will no longer have the right to use the Services. Except as otherwise described in this Section, any modification or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
16.9. Headings. The headings used in this Agreement are for ease of reference only. They are not intended as a complete re-statement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.
16.10. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.
16.11. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Client acknowledges that each Subscription only permits use by and for the legal entity or entities identified in the Subscription Documentation and not any affiliates. Furthermore, Client’s affiliates are not permitted to use the Services under these Terms unless an affiliate agrees to these Terms individually and creates its own account.
16.12. Attorneys’ Fees and Costs. The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.
16.13. Entire Agreement. This Agreement, including these Terms and any applicable Subscription Documentation, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Podium Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. Any terms provided by Client (including as part of any purchase order or other business form used by Client) are for administrative purposes only, and have no legal effect.
16.14. Counterparts; Electronic Transmission. This Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery will be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.
16.15. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
16.16. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
16.17. Notice Regarding Apple. This Section 16.17 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Podium only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (a) product liability claims; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Privacy Policy
Version
Effective November 10th 2026
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Table of Contents
Podium Privacy Policy
Effective: November 10, 2026
This Privacy Policy describes how Podium Corporation, Inc. and its subsidiaries and affiliates (collectively, “Podium”, “we”, “us” and/or “our”) collects and manages your personal information - meaning information that relates to an identified or identifiable individual - as part of providing any services and products developed or administered by us, including without limitation our reputation management tools, messaging and communication tools, artificial intelligence and record management services, payment processing and related services, application programming interfaces, web and mobile applications, and any other services Podium may offer (collectively, the “Services”). Any capitalized terms used but not otherwise defined in this Privacy Policy have the meanings provided in Podium’s Terms of Service.
To jump directly to a specific section of this Privacy Policy, click on the applicable link below:
Scope
Personal Information We Collect
How We Use Personal Information
Disclosure of Your Personal Information
Cookies and Similar Technologies
Retention
Your Rights and Choices
Security
Client Practices and Links to Other Sites
Children
Data Transfers
Location-Specific Disclosures
Changes to Our Privacy Policy
Contact Us
1. Scope
This Privacy Policy primarily covers:
“Clients”: companies, organizations, or other entities that have contracted with Podium for the Services. Where this term is used in this Privacy Policy in the context of the processing of the personal information of a Client, it refers to a Client that is an individual.
“Authorized Users”: employees, agents, contractors, and any other users (including but not limited to Developer Partners or Third-Party Providers) whom a Client has authorized to access the Services on its behalf.
“Customers”: individuals who are current or potential clients, customers, or patients of a Client.
In addition to the above, this Privacy Policy applies to individuals who visit www.podium.com (“Website”), which is part of the Services. In this Privacy Policy, “you” and “your” refers to you the reader, and how we process your personal information will depend on whether you are a Client, Authorized User, Customer, or Website visitor.
By using the Services or otherwise providing us with personal information, you acknowledge that your personal information will be processed and used in the manner set out in this Privacy Policy. We may amend this Privacy Policy from time to time in line with the Changes to Our Privacy Policy section below.
2. Personal Information We Collect
What personal information we collect depends on the nature of your interaction with the Services. While some personal information is collected automatically or through sources outside of Podium, most is collected when you use our Services. A breakdown of our collection practices is below. In all cases, the actual personal information we collect will vary depending on the Services used and your relationship with Podium.
2.1 Personal Information Collected Through the Services
A. Information Provided by Clients and Authorized Users
If you are a Client or an Authorized User, we collect personal information from you in connection with your Subscription Documentation and use (or prospective use) of the Services, such as:
name;
address and other general location details;
email;
date of birth;
phone number;
information relating to your role, such as your job title;
content of communications sent or received via the Services, such as text messages, message attachments, transcripts of calls made or received using the Podium Phones Service and voice recordings if a Client chooses to record calls. Clients are responsible for obtaining any required consent from call participants in order to record calls made or received via Podium.
As part of our registration process and agreement to provide the Services, we may also collect additional information, such as your employer identification number, federal tax identification number, and other business-related information. When you add payment information to your account, we use a third-party service provider to collect and store your payment information.
For Clients using Podium’s Payments Service, in addition to the information listed above, Podium may also collect or receive a copy of your driver’s license or other identification documentation, a self-selected photograph of you, information about your financial account and transaction history (such as a voided check or bank statement), Social Security number of other national identification number, and business and individual public records such as liens, judgments, and lawsuits. For more information, please see the Podium Payments Service Terms.
B. Information Provided by Customers
If you are a Customer, we collect information from you through your use of the Services, which may include your use of our Webchat widget, contact forms, review invitations, Payments Service, and other related products. We also collect your personal information when you communicate with a Client via text message, phone, email, social media, or otherwise, or make a purchase from or otherwise complete a transaction with a Client.
Depending on the Services you use, we may collect personal information such as your:
name;
contact details, such as your phone number and email;
address and other general location details;
transaction information (e.g., history of goods/services ordered, date, payment method, and amount of payment);
health information, if you are a patient of a Client in the healthcare sector;
information about your credit worthiness or credit standing, if you are a considering or entering into a transaction with a Client in the automotive sector;
reviews and feedback in relation to your experience with our Clients (if you choose to provide it); and
content of communications sent or received via the Services, such as text messages, message attachments, transcripts of calls made or received using the Podium Phones Service and voice recordings if a Client chooses to record calls. Clients are responsible for obtaining any required consent from call participants in order to record calls made or received via Podium.
Podium processes personal information about Customers in a “processor” or “service provider” capacity, as such terms are defined by applicable privacy laws. This Privacy Policy does not cover how Clients and their Authorized Users use Customer personal information; that use is governed by the Clients’ own privacy practices and policies.
C. Website Visitors
We may also collect personal information when you visit our Website to browse, request information about our Services, download a white paper, schedule a product demo, or you subscribe to our media channels (e.g., blogs, YouTube, etc.). This personal information may include your:
name;
email;
phone number;
business name;
website; and
job title.
If you request information about our Services using our Webchat product on our Website or you otherwise fill out a form on our Website, you agree to be bound by our Messaging Terms and Conditions. Additionally, certain information may also be collected automatically when you visit our Website. For more information, see the Information Collected Automatically subsection below.
D. Business Partners
If you are a business partner integrated with Podium or looking to do so, we collect information such as your name and contact details as part of your application to integrate with our Services.
2.2 Information Collected Automatically
We collect certain information automatically whenever anyone uses our Services - whether you are a Client, Authorized User, Customer, or Website visitor.
A. Usage Information
We automatically collect details of your use of our Services, including traffic data, location data, logs, communication records (such as time of call or text message, call duration, call completion status, source number, and destination number) and other communication-related data, and the resources you access and use through the Services. We may also create contact profiles that combine information from multiple interactions and data sources, as well as inferred or derived data, such as a summary of information included in content processed by our artificial intelligence features.
B. Widget Information
Other websites, such as our Clients’ websites, may integrate Podium’s widgets (such as Podium Webchat). When you visit a site with an embedded Podium widget, we receive certain information about you, including information about the web page you visited and other information about your device.
C. Device Information
We receive information about the device and software you use to access our Services, such as your internet protocol (IP) address, web browser type, operating system version, phone carrier and manufacturer, application installations, device identifiers, mobile advertising identifiers, and push notification tokens.
D. Information from Linked Accounts
If you choose to link our Services to a third-party account, we may receive information about you from that third party, including your profile information, photo, and use of that account. If you choose to link a Google account to our Services, Podium’s use and transfer of information received from Google APIs to any other app will adhere to the Google API Services User Data Policy. If you choose to link your Google email account to our Services, Podium may use information from the emails in your linked account to customize and refine the performance of third-party artificial intelligence tools to personalize for you, and in doing so may transfer such information to such third-party artificial intelligence tools. Please note that Podium does not use Google Workspace APIs to develop, improve, or train generalized/non-personalized artificial intelligence and/or machine learning models.
E. Information from Cookies and Similar Technologies
The information we collect automatically by cookies, web beacons, and similar technologies may include:
information about your device, such as your device type and model and device ID (e.g., MAC address);
information about your browser, settings (e.g., language), and operating system;
your IP address; and
browsing and usage activity, such as the referring domain and what content you have viewed or actions you have taken on our Services.
See the Cookies and Similar Technologies section of this Privacy Policy for more information.
F. Customer Proprietary Network Information (U.S.)
Customer proprietary network information (“CPNI”) is certain information that relates to a U.S. Client/Authorized User or Customer that Podium collects in the course of providing the Podium Phones Service, and includes information such as: phone numbers dialed and received by Clients; number of phone numbers assigned to an account; average length of calls; and call detail records and usage data. CPNI does not include basic contact information (such as name, phone number, and address).
Podium uses CPNI for the purposes described in this Privacy Policy other than for marketing purposes, and protects the confidentiality of CPNI as required by law. Podium personnel are not permitted to access, use, or share any CPNI unless they are authorized and have a legitimate business need to do so.
G. Location
If a Client enables certain features of the Services, such as dispatching or time clock features, and you allow location access in the Podium mobile app, we may collect your device’s precise location while you are clocked in, including when you clock in or out. We use this information to provide those features to the Client and its Authorized Users and for the legal, compliance, and security purposes described in this Privacy Policy. We retain this information for as long as reasonably necessary for these purposes, as described in the Retention section of this Privacy Policy. Notwithstanding anything else in this Privacy Policy, we do not use this location information for advertising, marketing, analytics, research, or artificial intelligence training, and we do not “sell” or “share” it. We process it as a service provider or processor on behalf of the Client, which is responsible for providing any notice and obtaining any consent required by law.
2.3 Personal Information Collected from Other Sources
Depending on whether you are a Client, Authorized User, Customer, or a Website visitor, we may also collect personal information about you from third parties including our marketing and service partners, identity verification and public record investigation services, and banks and other financial institutions. We may also collect information from you that is publicly available. For example, we may source information about a business from public search pages, or receive information about you if you interact with us or share your information through various social media channels.
2.4 Deidentified Information
We may at times receive or create de-identified information that can no longer reasonably be used to infer information about, or otherwise be linked to, a particular individual. We maintain and use such information in de-identified form and do not attempt to re-identify the information except as required or permitted by law.
3. How We Use Personal Information
We use your personal information to provide you and our Clients with our Services and to manage our business operations. This includes communicating with you as part of our Services, as well as use for advertising and marketing purposes and as otherwise permitted by law. The nature of how we use personal information will depend on the specific Services you use, and may vary depending on whether you are a Client, Authorized User, Customer, or Website visitor. A more detailed breakdown of how we use personal information is below.
3.1 Providing and Improving Our Services
We may use your personal information to:
provide, maintain, improve, and enhance our Services, including our AI Services which personalize user experiences, provide automated responses and recommendations, and perform other functions;
provide support and training related to our Services;
determine eligibility to use certain Services;
analyze the performance and assessing the effectiveness of our Services;
creating and developing analytics for the benefit of our business and the businesses of our Clients;
customize and refine the performance of third-party artificial intelligence tools and features used to provide our Services;
research purposes, including the development of new offerings; and
to process transactions through the Services.
Certain Services, including our AI Services, may autonomously communicate with Customers on behalf of Clients via text message, voice call, review response, and other channels. These AI Services may access Customer personal information, including communication history and transaction data, in order to provide personalized responses and recommendations. For Clients using Podium's AI-powered voice features, calls may be initiated or handled by artificial intelligence. Clients are responsible for providing any legally required disclosures to their Customers regarding the use of AI in their communications and for obtaining any required consent from call participants.
3.2 Advertising and Marketing
We may use your personal information to:
send marketing communications regarding existing or new features of our Services that we think might interest you;
display advertisements for Podium on social media and other third-party platforms;
estimate our audience size and usage patterns; and
enable our Clients to advertise their products and services to Customers.
Please see the Your Rights and Choices section of this Privacy Policy for details regarding your choices you have regarding marketing communications and targeted advertisements from us.
3.3 Communicating With You
We may use your personal information to communicate with you or provide information you have requested, such as:
providing notifications in relation to the Services and other customer support;
sending you white papers and other materials from our Website;
providing you with our newsletters and other subscription materials;
sending you digital receipts; and
responding to feedback that you have provided in relation to our Services or, if you are a Customer, the products and services of our Clients.
3.4 Legal, Compliance, and Security
We may use your personal information for legal, compliance, and security-related purposes, including to:
enforce our Terms of Service or other legal rights. Specifically, we monitor text message and other content to detect spam, fraudulent activity, and violations of our Acceptable Use Policy;
comply with our legal obligations, including under anti-money laundering, know-your-customer, and similar laws;
detect, prevent, and investigate security incidents and otherwise secure and protect our network and systems;
identify and protect against fraud and other crimes;
establish, exercise, and defend legal claims; and
perform our contractual obligations.
4. Disclosure of Your Personal Information
In certain instances, Podium may share the personal information it processes in order to provide our Services and for other purposes, as described in detail below.
4.1 Providing the Services
We may share personal information with our Clients and their Authorized Users to provide the Services, fulfill requests, and for other purposes as described in this Privacy Policy. If you are a Customer, as part of providing the Services (for example, when you use our Webchat widget on a Client website, complete a transaction through our Payments Service, or leave a review for a Client), Podium will share your personal information with the applicable Client, such as your contact information, transaction details, and review and communication content.
If a Client integrates Podium with other applications or platforms, we may share personal information with the third-party integration partners selected by the Client when Podium is instructed to share that information as part of the Services.
We may also share personal information with third parties to provide, maintain, and improve our Services, including service providers who may access information about you to perform services on our behalf or on behalf of our Clients, such as hosting and information technology services, payment processing services, identity verification and fraud prevention services, marketing and advertising services, data analytics and personalization services, and customer support services. The Podium Service Partner page contains a list of Podium’s main service providers who process personal information on Podium’s behalf, as may be updated from time to time.
Additionally, we may share personal information we receive with our subsidiaries and affiliates for any of the purposes described in this Privacy Policy. However, we do not share personal information we collect when you opt in to receive text messages from Podium on www.podium.com or your consent with any third parties for their own purposes.
4.2 Legal, Compliance, and Security
We may share personal information if we believe it is necessary:
to protect our rights or property, or the security or integrity of our Services;
to enforce our Terms of Service or other applicable agreements or policies;
to investigate, detect, and prevent fraud and security breaches, and protect us, users of our Services, and the public from harm or potentially prohibited activities;
for public safety and in the provision of emergency services; and
to comply with any applicable law, regulation, legal process, or governmental request (including, for example, a court order, subpoena, or search warrant).
4.3 Sale, Acquisition, Merger or Other Asset Transfers
We may share personal information with a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Podium's assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by Podium is among the assets transferred.
5. Cookies and Similar Technologies
Podium and third parties described below may use cookies, pixels, and other tracking technologies as part of providing the Services and for the purposes described in this Privacy Policy.
5.1 Tracking Technologies
A “cookie” is a small text file placed and saved in your browser when you access our Services and potentially the websites of our Clients, business partners, and other third parties. We use both session cookies (cookies that are stored only for a specific website visit) and persistent cookies (cookies that are stored beyond a specific website visit) to provide the Services and for the other purposes described in this Privacy Policy. These cookies may be set by us (first-party cookies) or by third parties that collect information on our behalf (third-party cookies), such as Google Analytics.
There are other tracking technologies, such as pixels, tags, and embedded scripts, that consist of small transparent image files or other web programming code that record how you interact with websites and mobile applications. They are often used in conjunction with cookies or other identifiers associated with your device.
5.2 How We Use These Technologies
Podium may use these technologies:
to provide our Services (e.g., authentication within the check-out process);
to uniquely identify you and/or your device;
to store your preferences as part of providing the Services;
for personalization and targeted advertising purposes;
for security and fraud-prevention purposes;
to analyze and monitor the performance of our Services;
to improve and develop new Services; and
to understand your use of the Services over time.
We use web analytics services such as Google Analytics to collect and process certain analytics data. We also use session replay services on our Services to understand and improve functionality and an individual’s experience using Services. Certain web analytics services may collect information about your use of the Website and other websites, apps, and online resources. You can learn about Google’s practices by going to https://www.google.com/policies/privacy/partners/ and opt out of them by downloading the Google Analytics opt-out browser add-on, available at: https://tools.google.com/dlpage/gaoptout.
5.3 Your Choices
A. Browser Settings
There are ways to control and/or reject the setting of cookies and similar technologies within your browser settings. As each browser is different, please consult the “help” menu within your browser. For additional information about cookies and how to control their use on various browsers and devices, you can visit http://www.allaboutcookies.org. Please be aware that depending on the Services being used, restricting cookies may prevent you from accessing and using all or part of the Services.
Do Not Track (“DNT”) is an optional browser setting that allows you to express your preferences regarding tracking across websites. We currently do not respond to DNT signals. However, we do recognize and honor Global Privacy Control (“GPC”) signals as valid opt-out requests for the sale or sharing of personal information where required by applicable law. For more information about GPC, visit https://globalprivacycontrol.org.
B. Targeted Advertising Choices
Podium does not “sell” personal information in the traditional sense. We do, however, provide personal information collected on and activity from the marketing pages of our Website to third parties for the purpose of displaying advertisements for Podium to you on other platforms (otherwise known as “targeted advertising” or “cross-context behavioral advertising”). Similarly, we allow certain third-party advertising partners to use cookies and other tracking technologies on our Services to collect information about you and your online activities for interest-based advertising or other targeted content. The information they collect may be associated with your personal information or they may collect information about your online activities over time and across different websites and other online services. This information may be shared with ad networks and other content providers.
Depending on your location, you may be able to opt out of such “sales” and “sharing” through our cookie management tool that can be accessed by clicking on the “Manage Preferences” or “Do Not Sell or Share My Personal Information” links at the bottom of our Website. Please note that your opt out will be specific to the device and browser you use when you opt out, and our Website will recognize opt-out preference settings only on domains of our Website where any “selling” or “sharing” occurs.
6. Retention
We retain personal information as long as reasonably necessary to provide the Services and for the other purposes set forth in this Privacy Policy. For example, we may retain information about users of our Services in order to comply with our legal and regulatory obligations or to protect our interests as part of providing the Services.
To determine the appropriate duration of the retention of personal information, we consider the amount, nature, and sensitivity of the personal information, and if we can attain our objectives by other means, as well as our legal, regulatory, tax, accounting, and other obligations. As to each type of personal information Podium collects, the retention period will vary depending on our relationship with the applicable individual. Generally, we retain a Client’s personal information - including personal information of their Authorized Users and Customers - for the duration of our agreement with the Client plus a reasonable period following termination.
7. Your Rights and Choices
We strive to provide you with choices regarding the personal information we process about you. Depending on the nature of your relationship with Podium, you may be able to manage your personal information and preferences directly as part of the Services or by contacting Podium, as described below.
7.1 Managing Information
Your ability to update and manage the personal information we process will differ depending on your relationship with Podium and what Services you use.
A. Clients and Authorized Users
We rely on you to ensure that the information in your account is accurate, complete, and up to date and ask that you notify us of any changes to your personal information. If you are a Client or Authorized User, you may access, change, or correct certain Podium account information at any time by logging into your account. You may also submit a request here or send us an email at privacy@podium.com to request access to, correct, or delete any personal information that you have provided to us or we have collected in a data controller capacity. We may need to verify your identity before processing your request. In certain instances, we may not be able to accommodate your request due to legal, contractual, or technical restrictions. Please note that as we cannot delete all of your personal information except by also deleting your Podium account.
Clients wishing to delete or exercise other choices about the Customer data Podium processes on their behalf in a service provider/processor capacity may do so by submitting a request here or sending us an email at privacy@podium.com. In some cases, we may retain a copy of your usage records, including the personal information contained in them, to carry out necessary functions like billing, troubleshooting, and detecting, preventing, and investigating spam, fraudulent activity, and network exploits and abuse. We may also be required to preserve Client records, including those containing personal information, due to litigation, law enforcement requests, or government investigations. If we have to do this, we will delete the impacted records when we are no longer legally obligated to retain them. We may, however, retain or use records after they have been de-identified, if permitted by law.
B. Customers
When we provide our Services to our Clients and their Authorized Users, we generally act as data processor or service provider on their behalf. This means that when we receive and otherwise process information pertaining to Customers as part of providing the Services, such as Customer names, contact information, text messages, call records, etc., we do so on behalf of our Clients and in accordance with their instructions. As such, if you wish to access, modify, or delete any personal information or the content of communications Podium processes as a service provider or data processor on behalf of a Client, you should direct your request to that Client rather than to Podium.
In other instances, if applicable, contact us as described in the Contact Us section of this Privacy Policy.
If you submit a request to update, delete, or otherwise manage your personal information, we will try to help you with your request free of charge. However, we may request that you pay a reasonable fee, such as if you request a transcript or a reproduction by mail. We will only do so if we are authorized by law, and if we notified you before and you’ve accepted the fees. To avoid any fraudulent request and protect your personal information, we may ask that you provide a proof of identity with your request. We will not use such personal information for any other purposes.
We will respond to your request as soon as reasonably practicable, and within the time period required by law. Please note that in certain circumstances, we may refuse to act or impose limitations on your rights, as permitted by the applicable law. If we cannot process your request, we may inform you of the reasons why, subject to any legal or regulatory restrictions, and outline further steps available to you.
In certain cases, depending on the nature of your request, there may also be residual information that will remain within our databases and other records, which, due to applicable law or as part of Services that are in the process of being carried out, will not be removed or changed. We will also retain information relating to your request for recordkeeping and compliance purposes.
7.2 Podium Communications
As part of providing the Services, Podium (whether directly or through a third party) may send you different types of communications.
A. Marketing Communications
Podium may send you marketing and other promotional communications for new or existing Services that we think you might be interested in. These communications may include promotional emails, and marketing text messages if you have opted in to receive them. You may unsubscribe from Podium’s promotional emails via the unsubscribe link provided in such emails. To stop receiving marketing text messages from Podium, text “REMOVE” in response to any Podium marketing text message you receive. If you unsubscribe from Podium marketing text messages and wish to resubscribe, reply “JOIN.” For more information about text messages Podium sends on its own behalf, see the Podium Messaging Terms and Conditions.
Please note that you may still receive certain non-marketing communications from Podium after opting out as set forth above. These messages may include transaction-specific or account-specific communications.
If you are a Customer, our Clients may also send you marketing and promotional communications as part of their use of the Services. In these instances, please follow the instructions within those messages to opt out or reach out to the Client directly.
B. Other Communications
As part of your interaction with our Services, you may receive various non-marketing communications from Podium via email, text message, or telephone. These include, but are not limited to:
For Clients and Authorized Users:
communications relating to Podium’s Services and demo requests (for prospective Clients);
onboarding-related communications pertaining to setting up the Services; and/or
communications pertaining to Services that you are using or are under your account.
The Podium Messaging Terms and Conditions set forth the additional terms that apply when Podium sends text messages to Clients and Authorized Users on its own behalf.
For Customers:
communications by Clients through the Services, such as appointment reminders, order statuses, payment and review requests, and other business related communications; and/or
responding to feedback that you have provided in relation to the Services of Podium or one of our Clients.
7.3 Cookies and Similar Technologies
For information about your choices regarding Podium’s use of cookies and other similar technologies, see the Cookies and Similar Technologies section of this Privacy Policy.
8. Security
We have implemented reasonable security measures that are designed to protect the information we maintain. These measures vary based on the sensitivity of the information we collect and process. However, we cannot guarantee that the collection, transmission, and storage of personal information will always be completely secure.
Where we have given you (or you have chosen) a password for access to certain features of our Services, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. Podium strongly recommends Clients enable multi-factor authentication.
9. Client Practices and Links to Other Sites
This Privacy Policy only applies to information Podium processes when you visit our Website or otherwise use our Services. Podium’s Clients are independent third parties that maintain their own business practices and policies outside of their relationship with Podium and their use of the Services. Clients are solely responsible for providing any legally required disclosures to their Customers regarding the use of our Services, including any disclosures related to the use of artificial intelligence features. As a result, we are not responsible for the privacy policies or data practices of our Clients.
Moreover, while visiting our Website or using the Services, you may be directed through links to third-party websites or services that are not operated or controlled by Podium. We are not responsible for the privacy practices and policies of these third parties, and we encourage you to review the privacy policies of these third parties, as their practices may differ from ours.
10. Children
Our Services are not targeted to or directed at children under the age of 13, and we do not intend to, or knowingly, collect or solicit personal information from children under the age of 13. If you have reason to believe a child under the age of 13 has provided personal information to us, we encourage the child’s parent or guardian to contact us as described in the Contact Us section of this Privacy Policy to request that we remove the information from our systems.
11. Data Transfers
Our Services are primarily hosted in the United States. If you choose to use the Services from other regions of the world with laws governing data processing that differ from those in the United States, please note that you are transferring your personal information outside of those regions to the United States for processing. Additionally, Podium (or our service providers on our behalf) may transfer your data from the United States to other regions in connection with our processing of data. We utilize appropriate safeguards for the transfer of personal information in various jurisdictions, and have implemented contractual arrangements or other measures for such purposes.
Your provision of personal information to us via the Services constitutes your consent to the transfer and processing of your personal information as described in this Privacy Policy.
12. Location-Specific Disclosures
12.1 Australia
If you are an Australian user accessing or using the Services from Australia, the Privacy Act 1988 (Cth) and the Australian Privacy Principles contained therein apply to personal information collected or held by Podium entities with an “Australian link” (within the meaning of the Privacy Act). In addition, Podium is committed to complying with other applicable commonwealth, state, or territory privacy and data protection laws and regulations.
12.2 California
The table below provides a summary of certain categories of personal information Podium collects, the sources of that personal information, and how we use and disclose that personal information, as required by the California Consumer Privacy Act of 2018, as amended (“CCPA”). For more information, please see the generally applicable sections of our Privacy Policy above.
Category of Personal Information Examples* Categories of Sources
For additional details regarding how we may obtain personal information, see the Personal Information We Collect section of this Privacy Policy.
Commercial/Business Purposes
For additional details regarding how we may use personal information we collect, see the How We Use Personal Information section of this Privacy Policy.
With Whom it is Shared
For additional details regarding how we may share personal information, see the Disclosure of Your Personal Information section of this Privacy Policy.
Identifiers Name, address, IP address, email address
• You or your devices, for example, through your use of our Services
• Business partners
• Service providers
• Clients and Authorized Users
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Advertise and market to you
• Communicate with you
• Legal, compliance, and security-related purposes
• Clients and Authorized Users
• Business partners, including advertising partners and ad networks
• Service providers
• Legal and other regulatory authorities
California Customer Records
(Cal. Civ. Code § 1798.80(e))
Name, telephone number
• You or your devices, for example, through your use of our Services
• Business partners
• Service providers
• Clients and Authorized Users
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Advertise and market to you
• Communicate with you
• Legal, compliance, and security-related purposes
• Clients and Authorized Users
• Business partners, including advertising partners and ad networks
• Service providers
• Legal and other regulatory authorities
Internet/Network Information
Website browsing activity and interactions, advertisement interactions
• You or your devices, for example, through your use of our Services
• Service providers
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Advertise and market to you
• Communicate with you
• Legal, compliance, and security-related purposes
• Service providers
• Business partners, including advertising partners and ad networks
• Legal and other regulatory authorities
Geolocation Data
Coarse location information based on your device activity
• You or your devices, for example, through your use of our Services
• Service providers
• Provide, maintain, and support our Services
• Advertise and market to you
• Legal, compliance, and security-related purposes
• Service providers
• Business partners, including advertising partners and ad networks
• Legal and other regulatory authorities
Precise Geolocation
Clock-in/Clock-out location for technician maps
• You or your devices, if your employer enables technician maps and you allow location access
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Clients and Authorized Users
• Service providers
• Legal and other regulatory authorities
Sensory Information
Call recordings, transcripts, and other audio, electronic, and similar information
• You or your devices, for example, through your use of our Services
• Service providers
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Legal, compliance, and security-related purposes
• Clients and Authorized Users
• Service Providers
• Legal and other regulatory authorities
Professional or Employment Information
Job title, professional website, job application information
You, for example, if you fill out a form on our Website, create a Podium account, or apply for a role at Podium
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Legal, compliance, and security-related purposes
• Service providers
• Business partners
• Legal and other regulatory authorities
Inferences Inferences drawn from any of the above categories of personal information (e.g., preferences or characteristics)
• You or your devices, for example, through your use of our Services
• Clients and Authorized Users
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Advertise and market to you
• Legal, compliance, and security-related purposes
• Clients and Authorized Users
• Business partners
• Service providers
• Legal and other regulatory authorities
Sensitive Information
Podium does not “sell” or “share” sensitive personal information, or otherwise use or disclose sensitive personal information for purposes other than those specified in § 1798.121(a) of the CCPA.
Social Security Number You, for example, if you sign up for the Podium Payments Service
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Service providers
• Legal and other regulatory authorities
Driver’s License or State ID Number You, for example, if you sign up for the Podium Payments Service
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Service providers
• Legal and other regulatory authorities
Account Login and Password You, if you create a Podium account
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Service providers
• Legal and other regulatory authorities
Health Data You, if you provide such information to a Client via the Services
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Service providers
• Legal and other regulatory authorities
*Note that the actual personal information collected will depend on the nature of an individual’s relationship with Podium and the specific Services provided.
If you are a California resident, you may exercise your rights under the CCPA to have personal information Podium collects about you in a data controller/business capacity by following the instructions in the Your Rights and Choices section of this Privacy Policy.
12.3 Canada
If you are located in Canada, subject to applicable law and the nature of your relationship with Podium, you may have the right to review, correct, delete, or otherwise limit our use of your personal information that has been previously provided to us. You may also have the right to access information about the ways in which your personal information is or has been used and the names of individuals and/or organizations to which your information has been disclosed. You may exercise such rights by following the instructions in the Your Rights and Choices section of this Privacy Policy.
The Office of the Privacy Commissioner of Canada drafted this FAQ to help you access your personal information when it is held by a business. You can also contact the Office of the Privacy Commissioner of Canada’s Information Centre at 1-800-282-1376 or by mail at: Office of the Privacy Commissioner, 30 Victoria Street, Gatineau, Québec K1A 1H3.
If you have any issue with how we process your personal information, or how we responded to your request, please let us know. We will try to improve our processes and provide you with additional information about our practices if you would like us to do so. If you are still not satisfied, you can lodge a complaint to the Office of the Privacy Commissioner of Canada using this online form, or to your local privacy regulators.
13. Changes to Our Privacy Policy
Podium will post any changes we make to our Privacy Policy on this page. The date the Privacy Policy was last revised is identified at the top of this page. If we make material changes to how we process personal information, we will notify Clients and Authorized Users by email to the primary email addresses specified in their accounts. If you are a Client or Authorized User, you are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting our Services and this Privacy Policy to check for any changes.
14. Contact Us
If you have questions about our Privacy Policy, our data processing practices, or our compliance with applicable privacy laws, please email us at privacy@podium.com, write to us at: Podium Corporation, Inc., Attn: Legal Department, 1650 W Digital Drive, Lehi, UT 84043, or call us via our toll-free number 1-833-276-3486.
In the event you are a user with a disability, or are supporting an individual with a disability, and are having difficulty navigating this Privacy Policy or the information linked within this Privacy Policy, please contact us at privacy@podium.com.
Effective October 15th 2026 to November 10th 2026
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Table of Contents
Podium Privacy Policy
Effective: October 15, 2026
This Privacy Policy describes how Podium Corporation, Inc. and its subsidiaries and affiliates (collectively, “Podium”, “we”, “us” and/or “our”) collects and manages your personal information - meaning information that relates to an identified or identifiable individual - as part of providing any services and products developed or administered by us, including without limitation our reputation management tools, messaging and communication tools, artificial intelligence and record management services, payment processing and related services, application programming interfaces, web and mobile applications, and any other services Podium may offer (collectively, the “Services”). Any capitalized terms used but not otherwise defined in this Privacy Policy have the meanings provided in Podium’s Terms of Service.
To jump directly to a specific section of this Privacy Policy, click on the applicable link below:
Scope
Personal Information We Collect
How We Use Personal Information
Disclosure of Your Personal Information
Cookies and Similar Technologies
Retention
Your Rights and Choices
Security
Client Practices and Links to Other Sites
Children
Data Transfers
Location-Specific Disclosures
Changes to Our Privacy Policy
Contact Us
1. Scope
This Privacy Policy primarily covers:
“Clients”: companies, organizations, or other entities that have contracted with Podium for the Services. Where this term is used in this Privacy Policy in the context of the processing of the personal information of a Client, it refers to a Client that is an individual.
“Authorized Users”: employees, agents, contractors, and any other users (including but not limited to Developer Partners or Third-Party Providers) whom a Client has authorized to access the Services on its behalf.
“Customers”: individuals who are current or potential clients, customers, or patients of a Client.
In addition to the above, this Privacy Policy applies to individuals who visit www.podium.com (“Website”), which is part of the Services. In this Privacy Policy, “you” and “your” refers to you the reader, and how we process your personal information will depend on whether you are a Client, Authorized User, Customer, or Website visitor.
By using the Services or otherwise providing us with personal information, you acknowledge that your personal information will be processed and used in the manner set out in this Privacy Policy. We may amend this Privacy Policy from time to time in line with the Changes to Our Privacy Policy section below.
2. Personal Information We Collect
What personal information we collect depends on the nature of your interaction with the Services. While some personal information is collected automatically or through sources outside of Podium, most is collected when you use our Services. A breakdown of our collection practices is below. In all cases, the actual personal information we collect will vary depending on the Services used and your relationship with Podium.
2.1 Personal Information Collected Through the Services
A. Information Provided by Clients and Authorized Users
If you are a Client or an Authorized User, we collect personal information from you in connection with your Subscription Documentation and use (or prospective use) of the Services, such as:
name;
address and other general location details;
email;
date of birth;
phone number;
information relating to your role, such as your job title;
content of communications sent or received via the Services, such as text messages, message attachments, transcripts of calls made or received using the Podium Phones Service and voice recordings if a Client chooses to record calls. Clients are responsible for obtaining any required consent from call participants in order to record calls made or received via Podium.
As part of our registration process and agreement to provide the Services, we may also collect additional information, such as your employer identification number, federal tax identification number, and other business-related information. When you add payment information to your account, we use a third-party service provider to collect and store your payment information.
For Clients using Podium’s Payments Service, in addition to the information listed above, Podium may also collect or receive a copy of your driver’s license or other identification documentation, a self-selected photograph of you, information about your financial account and transaction history (such as a voided check or bank statement), Social Security number of other national identification number, and business and individual public records such as liens, judgments, and lawsuits. For more information, please see the Podium Payments Service Terms.
B. Information Provided by Customers
If you are a Customer, we collect information from you through your use of the Services, which may include your use of our Webchat widget, contact forms, review invitations, Payments Service, and other related products. We also collect your personal information when you communicate with a Client via text message, phone, email, social media, or otherwise, or make a purchase from or otherwise complete a transaction with a Client.
Depending on the Services you use, we may collect personal information such as your:
name;
contact details, such as your phone number and email;
address and other general location details;
transaction information (e.g., history of goods/services ordered, date, payment method, and amount of payment);
health information, if you are a patient of a Client in the healthcare sector;
information about your credit worthiness or credit standing, if you are a considering or entering into a transaction with a Client in the automotive sector;
reviews and feedback in relation to your experience with our Clients (if you choose to provide it); and
content of communications sent or received via the Services, such as text messages, message attachments, transcripts of calls made or received using the Podium Phones Service and voice recordings if a Client chooses to record calls. Clients are responsible for obtaining any required consent from call participants in order to record calls made or received via Podium.
Podium processes personal information about Customers in a “processor” or “service provider” capacity, as such terms are defined by applicable privacy laws. This Privacy Policy does not cover how Clients and their Authorized Users use Customer personal information; that use is governed by the Clients’ own privacy practices and policies.
C. Website Visitors
We may also collect personal information when you visit our Website to browse, request information about our Services, download a white paper, schedule a product demo, or you subscribe to our media channels (e.g., blogs, YouTube, etc.). This personal information may include your:
name;
email;
phone number;
business name;
website; and
job title.
If you request information about our Services using our Webchat product on our Website or you otherwise fill out a form on our Website, you agree to be bound by our Messaging Terms and Conditions. Additionally, certain information may also be collected automatically when you visit our Website. For more information, see the Information Collected Automatically subsection below.
D. Business Partners
If you are a business partner integrated with Podium or looking to do so, we collect information such as your name and contact details as part of your application to integrate with our Services.
2.2 Information Collected Automatically
We collect certain information automatically whenever anyone uses our Services - whether you are a Client, Authorized User, Customer, or Website visitor.
A. Usage Information
We automatically collect details of your use of our Services, including traffic data, location data, logs, communication records (such as time of call or text message, call duration, call completion status, source number, and destination number) and other communication-related data, and the resources you access and use through the Services. We may also create contact profiles that combine information from multiple interactions and data sources, as well as inferred or derived data, such as a summary of information included in content processed by our artificial intelligence features.
B. Widget Information
Other websites, such as our Clients’ websites, may integrate Podium’s widgets (such as Podium Webchat). When you visit a site with an embedded Podium widget, we receive certain information about you, including information about the web page you visited and other information about your device.
C. Device Information
We receive information about the device and software you use to access our Services, such as your internet protocol (IP) address, web browser type, operating system version, phone carrier and manufacturer, application installations, device identifiers, mobile advertising identifiers, and push notification tokens.
D. Information from Linked Accounts
If you choose to link our Services to a third-party account, we may receive information about you from that third party, including your profile information, photo, and use of that account. If you choose to link a Google account to our Services, Podium’s use and transfer of information received from Google APIs to any other app will adhere to the Google API Services User Data Policy. If you choose to link your Google email account to our Services, Podium may use information from the emails in your linked account to customize and refine the performance of third-party artificial intelligence tools to personalize for you, and in doing so may transfer such information to such third-party artificial intelligence tools. Please note that Podium does not use Google Workspace APIs to develop, improve, or train generalized/non-personalized artificial intelligence and/or machine learning models.
E. Information from Cookies and Similar Technologies
The information we collect automatically by cookies, web beacons, and similar technologies may include:
information about your device, such as your device type and model and device ID (e.g., MAC address);
information about your browser, settings (e.g., language), and operating system;
your IP address; and
browsing and usage activity, such as the referring domain and what content you have viewed or actions you have taken on our Services.
See the Cookies and Similar Technologies section of this Privacy Policy for more information.
F. Customer Proprietary Network Information (U.S.)
Customer proprietary network information (“CPNI”) is certain information that relates to a U.S. Client/Authorized User or Customer that Podium collects in the course of providing the Podium Phones Service, and includes information such as: phone numbers dialed and received by Clients; number of phone numbers assigned to an account; average length of calls; and call detail records and usage data. CPNI does not include basic contact information (such as name, phone number, and address).
Podium uses CPNI for the purposes described in this Privacy Policy other than for marketing purposes, and protects the confidentiality of CPNI as required by law. Podium personnel are not permitted to access, use, or share any CPNI unless they are authorized and have a legitimate business need to do so.
2.3 Personal Information Collected from Other Sources
Depending on whether you are a Client, Authorized User, Customer, or a Website visitor, we may also collect personal information about you from third parties including our marketing and service partners, identity verification and public record investigation services, and banks and other financial institutions. We may also collect information from you that is publicly available. For example, we may source information about a business from public search pages, or receive information about you if you interact with us or share your information through various social media channels.
2.4 Deidentified Information
We may at times receive or create de-identified information that can no longer reasonably be used to infer information about, or otherwise be linked to, a particular individual. We maintain and use such information in de-identified form and do not attempt to re-identify the information except as required or permitted by law.
3. How We Use Personal Information
We use your personal information to provide you and our Clients with our Services and to manage our business operations. This includes communicating with you as part of our Services, as well as use for advertising and marketing purposes and as otherwise permitted by law. The nature of how we use personal information will depend on the specific Services you use, and may vary depending on whether you are a Client, Authorized User, Customer, or Website visitor. A more detailed breakdown of how we use personal information is below.
3.1 Providing and Improving Our Services
We may use your personal information to:
provide, maintain, improve, and enhance our Services, including our AI Services which personalize user experiences, provide automated responses and recommendations, and perform other functions;
provide support and training related to our Services;
determine eligibility to use certain Services;
analyze the performance and assessing the effectiveness of our Services;
creating and developing analytics for the benefit of our business and the businesses of our Clients;
customize and refine the performance of third-party artificial intelligence tools and features used to provide our Services;
research purposes, including the development of new offerings; and
to process transactions through the Services.
Certain Services, including our AI Services, may autonomously communicate with Customers on behalf of Clients via text message, voice call, review response, and other channels. These AI Services may access Customer personal information, including communication history and transaction data, in order to provide personalized responses and recommendations. For Clients using Podium's AI-powered voice features, calls may be initiated or handled by artificial intelligence. Clients are responsible for providing any legally required disclosures to their Customers regarding the use of AI in their communications and for obtaining any required consent from call participants.
3.2 Advertising and Marketing
We may use your personal information to:
send marketing communications regarding existing or new features of our Services that we think might interest you;
display advertisements for Podium on social media and other third-party platforms;
estimate our audience size and usage patterns; and
enable our Clients to advertise their products and services to Customers.
Please see the Your Rights and Choices section of this Privacy Policy for details regarding your choices you have regarding marketing communications and targeted advertisements from us.
3.3 Communicating With You
We may use your personal information to communicate with you or provide information you have requested, such as:
providing notifications in relation to the Services and other customer support;
sending you white papers and other materials from our Website;
providing you with our newsletters and other subscription materials;
sending you digital receipts; and
responding to feedback that you have provided in relation to our Services or, if you are a Customer, the products and services of our Clients.
3.4 Legal, Compliance, and Security
We may use your personal information for legal, compliance, and security-related purposes, including to:
enforce our Terms of Service or other legal rights. Specifically, we monitor text message and other content to detect spam, fraudulent activity, and violations of our Acceptable Use Policy;
comply with our legal obligations, including under anti-money laundering, know-your-customer, and similar laws;
detect, prevent, and investigate security incidents and otherwise secure and protect our network and systems;
identify and protect against fraud and other crimes;
establish, exercise, and defend legal claims; and
perform our contractual obligations.
4. Disclosure of Your Personal Information
In certain instances, Podium may share the personal information it processes in order to provide our Services and for other purposes, as described in detail below.
4.1 Providing the Services
We may share personal information with our Clients and their Authorized Users to provide the Services, fulfill requests, and for other purposes as described in this Privacy Policy. If you are a Customer, as part of providing the Services (for example, when you use our Webchat widget on a Client website, complete a transaction through our Payments Service, or leave a review for a Client), Podium will share your personal information with the applicable Client, such as your contact information, transaction details, and review and communication content.
If a Client integrates Podium with other applications or platforms, we may share personal information with the third-party integration partners selected by the Client when Podium is instructed to share that information as part of the Services.
We may also share personal information with third parties to provide, maintain, and improve our Services, including service providers who may access information about you to perform services on our behalf or on behalf of our Clients, such as hosting and information technology services, payment processing services, identity verification and fraud prevention services, marketing and advertising services, data analytics and personalization services, and customer support services. The Podium Service Partner page contains a list of Podium’s main service providers who process personal information on Podium’s behalf, as may be updated from time to time.
Additionally, we may share personal information we receive with our subsidiaries and affiliates for any of the purposes described in this Privacy Policy. However, we do not share personal information we collect when you opt in to receive text messages from Podium on www.podium.com or your consent with any third parties for their own purposes.
4.2 Legal, Compliance, and Security
We may share personal information if we believe it is necessary:
to protect our rights or property, or the security or integrity of our Services;
to enforce our Terms of Service or other applicable agreements or policies;
to investigate, detect, and prevent fraud and security breaches, and protect us, users of our Services, and the public from harm or potentially prohibited activities;
for public safety and in the provision of emergency services; and
to comply with any applicable law, regulation, legal process, or governmental request (including, for example, a court order, subpoena, or search warrant).
4.3 Sale, Acquisition, Merger or Other Asset Transfers
We may share personal information with a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Podium's assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by Podium is among the assets transferred.
5. Cookies and Similar Technologies
Podium and third parties described below may use cookies, pixels, and other tracking technologies as part of providing the Services and for the purposes described in this Privacy Policy.
5.1 Tracking Technologies
A “cookie” is a small text file placed and saved in your browser when you access our Services and potentially the websites of our Clients, business partners, and other third parties. We use both session cookies (cookies that are stored only for a specific website visit) and persistent cookies (cookies that are stored beyond a specific website visit) to provide the Services and for the other purposes described in this Privacy Policy. These cookies may be set by us (first-party cookies) or by third parties that collect information on our behalf (third-party cookies), such as Google Analytics.
There are other tracking technologies, such as pixels, tags, and embedded scripts, that consist of small transparent image files or other web programming code that record how you interact with websites and mobile applications. They are often used in conjunction with cookies or other identifiers associated with your device.
5.2 How We Use These Technologies
Podium may use these technologies:
to provide our Services (e.g., authentication within the check-out process);
to uniquely identify you and/or your device;
to store your preferences as part of providing the Services;
for personalization and targeted advertising purposes;
for security and fraud-prevention purposes;
to analyze and monitor the performance of our Services;
to improve and develop new Services; and
to understand your use of the Services over time.
We use web analytics services such as Google Analytics to collect and process certain analytics data. We also use session replay services on our Services to understand and improve functionality and an individual’s experience using Services. Certain web analytics services may collect information about your use of the Website and other websites, apps, and online resources. You can learn about Google’s practices by going to https://www.google.com/policies/privacy/partners/ and opt out of them by downloading the Google Analytics opt-out browser add-on, available at: https://tools.google.com/dlpage/gaoptout.
5.3 Your Choices
A. Browser Settings
There are ways to control and/or reject the setting of cookies and similar technologies within your browser settings. As each browser is different, please consult the “help” menu within your browser. For additional information about cookies and how to control their use on various browsers and devices, you can visit http://www.allaboutcookies.org. Please be aware that depending on the Services being used, restricting cookies may prevent you from accessing and using all or part of the Services.
Do Not Track (“DNT”) is an optional browser setting that allows you to express your preferences regarding tracking across websites. We currently do not respond to DNT signals. However, we do recognize and honor Global Privacy Control (“GPC”) signals as valid opt-out requests for the sale or sharing of personal information where required by applicable law. For more information about GPC, visit https://globalprivacycontrol.org.
B. Targeted Advertising Choices
Podium does not “sell” personal information in the traditional sense. We do, however, provide personal information collected on and activity from the marketing pages of our Website to third parties for the purpose of displaying advertisements for Podium to you on other platforms (otherwise known as “targeted advertising” or “cross-context behavioral advertising”). Similarly, we allow certain third-party advertising partners to use cookies and other tracking technologies on our Services to collect information about you and your online activities for interest-based advertising or other targeted content. The information they collect may be associated with your personal information or they may collect information about your online activities over time and across different websites and other online services. This information may be shared with ad networks and other content providers.
Depending on your location, you may be able to opt out of such “sales” and “sharing” through our cookie management tool that can be accessed by clicking on the “Manage Preferences” or “Do Not Sell or Share My Personal Information” links at the bottom of our Website. Please note that your opt out will be specific to the device and browser you use when you opt out, and our Website will recognize opt-out preference settings only on domains of our Website where any “selling” or “sharing” occurs.
6. Retention
We retain personal information as long as reasonably necessary to provide the Services and for the other purposes set forth in this Privacy Policy. For example, we may retain information about users of our Services in order to comply with our legal and regulatory obligations or to protect our interests as part of providing the Services.
To determine the appropriate duration of the retention of personal information, we consider the amount, nature, and sensitivity of the personal information, and if we can attain our objectives by other means, as well as our legal, regulatory, tax, accounting, and other obligations. As to each type of personal information Podium collects, the retention period will vary depending on our relationship with the applicable individual. Generally, we retain a Client’s personal information - including personal information of their Authorized Users and Customers - for the duration of our agreement with the Client plus a reasonable period following termination.
7. Your Rights and Choices
We strive to provide you with choices regarding the personal information we process about you. Depending on the nature of your relationship with Podium, you may be able to manage your personal information and preferences directly as part of the Services or by contacting Podium, as described below.
7.1 Managing Information
Your ability to update and manage the personal information we process will differ depending on your relationship with Podium and what Services you use.
A. Clients and Authorized Users
We rely on you to ensure that the information in your account is accurate, complete, and up to date and ask that you notify us of any changes to your personal information. If you are a Client or Authorized User, you may access, change, or correct certain Podium account information at any time by logging into your account. You may also submit a request here or send us an email at privacy@podium.com to request access to, correct, or delete any personal information that you have provided to us or we have collected in a data controller capacity. We may need to verify your identity before processing your request. In certain instances, we may not be able to accommodate your request due to legal, contractual, or technical restrictions. Please note that as we cannot delete all of your personal information except by also deleting your Podium account.
Clients wishing to delete or exercise other choices about the Customer data Podium processes on their behalf in a service provider/processor capacity may do so by submitting a request here or sending us an email at privacy@podium.com. In some cases, we may retain a copy of your usage records, including the personal information contained in them, to carry out necessary functions like billing, troubleshooting, and detecting, preventing, and investigating spam, fraudulent activity, and network exploits and abuse. We may also be required to preserve Client records, including those containing personal information, due to litigation, law enforcement requests, or government investigations. If we have to do this, we will delete the impacted records when we are no longer legally obligated to retain them. We may, however, retain or use records after they have been de-identified, if permitted by law.
B. Customers
When we provide our Services to our Clients and their Authorized Users, we generally act as data processor or service provider on their behalf. This means that when we receive and otherwise process information pertaining to Customers as part of providing the Services, such as Customer names, contact information, text messages, call records, etc., we do so on behalf of our Clients and in accordance with their instructions. As such, if you wish to access, modify, or delete any personal information or the content of communications Podium processes as a service provider or data processor on behalf of a Client, you should direct your request to that Client rather than to Podium.
In other instances, if applicable, contact us as described in the Contact Us section of this Privacy Policy.
If you submit a request to update, delete, or otherwise manage your personal information, we will try to help you with your request free of charge. However, we may request that you pay a reasonable fee, such as if you request a transcript or a reproduction by mail. We will only do so if we are authorized by law, and if we notified you before and you’ve accepted the fees. To avoid any fraudulent request and protect your personal information, we may ask that you provide a proof of identity with your request. We will not use such personal information for any other purposes.
We will respond to your request as soon as reasonably practicable, and within the time period required by law. Please note that in certain circumstances, we may refuse to act or impose limitations on your rights, as permitted by the applicable law. If we cannot process your request, we may inform you of the reasons why, subject to any legal or regulatory restrictions, and outline further steps available to you.
In certain cases, depending on the nature of your request, there may also be residual information that will remain within our databases and other records, which, due to applicable law or as part of Services that are in the process of being carried out, will not be removed or changed. We will also retain information relating to your request for recordkeeping and compliance purposes.
7.2 Podium Communications
As part of providing the Services, Podium (whether directly or through a third party) may send you different types of communications.
A. Marketing Communications
Podium may send you marketing and other promotional communications for new or existing Services that we think you might be interested in. These communications may include promotional emails, and marketing text messages if you have opted in to receive them. You may unsubscribe from Podium’s promotional emails via the unsubscribe link provided in such emails. To stop receiving marketing text messages from Podium, text “REMOVE” in response to any Podium marketing text message you receive. If you unsubscribe from Podium marketing text messages and wish to resubscribe, reply “JOIN.” For more information about text messages Podium sends on its own behalf, see the Podium Messaging Terms and Conditions.
Please note that you may still receive certain non-marketing communications from Podium after opting out as set forth above. These messages may include transaction-specific or account-specific communications.
If you are a Customer, our Clients may also send you marketing and promotional communications as part of their use of the Services. In these instances, please follow the instructions within those messages to opt out or reach out to the Client directly.
B. Other Communications
As part of your interaction with our Services, you may receive various non-marketing communications from Podium via email, text message, or telephone. These include, but are not limited to:
For Clients and Authorized Users:
communications relating to Podium’s Services and demo requests (for prospective Clients);
onboarding-related communications pertaining to setting up the Services; and/or
communications pertaining to Services that you are using or are under your account.
The Podium Messaging Terms and Conditions set forth the additional terms that apply when Podium sends text messages to Clients and Authorized Users on its own behalf.
For Customers:
communications by Clients through the Services, such as appointment reminders, order statuses, payment and review requests, and other business related communications; and/or
responding to feedback that you have provided in relation to the Services of Podium or one of our Clients.
7.3 Cookies and Similar Technologies
For information about your choices regarding Podium’s use of cookies and other similar technologies, see the Cookies and Similar Technologies section of this Privacy Policy.
8. Security
We have implemented reasonable security measures that are designed to protect the information we maintain. These measures vary based on the sensitivity of the information we collect and process. However, we cannot guarantee that the collection, transmission, and storage of personal information will always be completely secure.
Where we have given you (or you have chosen) a password for access to certain features of our Services, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. Podium strongly recommends Clients enable multi-factor authentication.
9. Client Practices and Links to Other Sites
This Privacy Policy only applies to information Podium processes when you visit our Website or otherwise use our Services. Podium’s Clients are independent third parties that maintain their own business practices and policies outside of their relationship with Podium and their use of the Services. Clients are solely responsible for providing any legally required disclosures to their Customers regarding the use of our Services, including any disclosures related to the use of artificial intelligence features. As a result, we are not responsible for the privacy policies or data practices of our Clients.
Moreover, while visiting our Website or using the Services, you may be directed through links to third-party websites or services that are not operated or controlled by Podium. We are not responsible for the privacy practices and policies of these third parties, and we encourage you to review the privacy policies of these third parties, as their practices may differ from ours.
10. Children
Our Services are not targeted to or directed at children under the age of 13, and we do not intend to, or knowingly, collect or solicit personal information from children under the age of 13. If you have reason to believe a child under the age of 13 has provided personal information to us, we encourage the child’s parent or guardian to contact us as described in the Contact Us section of this Privacy Policy to request that we remove the information from our systems.
11. Data Transfers
Our Services are primarily hosted in the United States. If you choose to use the Services from other regions of the world with laws governing data processing that differ from those in the United States, please note that you are transferring your personal information outside of those regions to the United States for processing. Additionally, Podium (or our service providers on our behalf) may transfer your data from the United States to other regions in connection with our processing of data. We utilize appropriate safeguards for the transfer of personal information in various jurisdictions, and have implemented contractual arrangements or other measures for such purposes.
Your provision of personal information to us via the Services constitutes your consent to the transfer and processing of your personal information as described in this Privacy Policy.
12. Location-Specific Disclosures
12.1 Australia
If you are an Australian user accessing or using the Services from Australia, the Privacy Act 1988 (Cth) and the Australian Privacy Principles contained therein apply to personal information collected or held by Podium entities with an “Australian link” (within the meaning of the Privacy Act). In addition, Podium is committed to complying with other applicable commonwealth, state, or territory privacy and data protection laws and regulations.
12.2 California
The table below provides a summary of certain categories of personal information Podium collects, the sources of that personal information, and how we use and disclose that personal information, as required by the California Consumer Privacy Act of 2018, as amended (“CCPA”). For more information, please see the generally applicable sections of our Privacy Policy above.
Category of Personal Information Examples* Categories of Sources
For additional details regarding how we may obtain personal information, see the Personal Information We Collect section of this Privacy Policy.
Commercial/Business Purposes
For additional details regarding how we may use personal information we collect, see the How We Use Personal Information section of this Privacy Policy.
With Whom it is Shared
For additional details regarding how we may share personal information, see the Disclosure of Your Personal Information section of this Privacy Policy.
Identifiers Name, address, IP address, email address
• You or your devices, for example, through your use of our Services
• Business partners
• Service providers
• Clients and Authorized Users
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Advertise and market to you
• Communicate with you
• Legal, compliance, and security-related purposes
• Clients and Authorized Users
• Business partners, including advertising partners and ad networks
• Service providers
• Legal and other regulatory authorities
California Customer Records
(Cal. Civ. Code § 1798.80(e))
Name, telephone number
• You or your devices, for example, through your use of our Services
• Business partners
• Service providers
• Clients and Authorized Users
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Advertise and market to you
• Communicate with you
• Legal, compliance, and security-related purposes
• Clients and Authorized Users
• Business partners, including advertising partners and ad networks
• Service providers
• Legal and other regulatory authorities
Internet/Network Information
Website browsing activity and interactions, advertisement interactions
• You or your devices, for example, through your use of our Services
• Service providers
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Advertise and market to you
• Communicate with you
• Legal, compliance, and security-related purposes
• Service providers
• Business partners, including advertising partners and ad networks
• Legal and other regulatory authorities
Geolocation Data
Coarse location information based on your device activity
• You or your devices, for example, through your use of our Services
• Service providers
• Provide, maintain, and support our Services
• Advertise and market to you
• Legal, compliance, and security-related purposes
• Service providers
• Business partners, including advertising partners and ad networks
• Legal and other regulatory authorities
Sensory Information
Call recordings, transcripts, and other audio, electronic, and similar information
• You or your devices, for example, through your use of our Services
• Service providers
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Legal, compliance, and security-related purposes
• Clients and Authorized Users
• Service Providers
• Legal and other regulatory authorities
Professional or Employment Information
Job title, professional website, job application information
You, for example, if you fill out a form on our Website, create a Podium account, or apply for a role at Podium
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Legal, compliance, and security-related purposes
• Service providers
• Business partners
• Legal and other regulatory authorities
Inferences Inferences drawn from any of the above categories of personal information (e.g., preferences or characteristics)
• You or your devices, for example, through your use of our Services
• Clients and Authorized Users
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Advertise and market to you
• Legal, compliance, and security-related purposes
• Clients and Authorized Users
• Business partners
• Service providers
• Legal and other regulatory authorities
Sensitive Information
Podium does not “sell” or “share” sensitive personal information, or otherwise use or disclose sensitive personal information for purposes other than those specified in § 1798.121(a) of the CCPA.
Social Security Number You, for example, if you sign up for the Podium Payments Service
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Service providers
• Legal and other regulatory authorities
Driver’s License or State ID Number You, for example, if you sign up for the Podium Payments Service
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Service providers
• Legal and other regulatory authorities
Account Login and Password You, if you create a Podium account
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Service providers
• Legal and other regulatory authorities
Health Data You, if you provide such information to a Client via the Services
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Service providers
• Legal and other regulatory authorities
*Note that the actual personal information collected will depend on the nature of an individual’s relationship with Podium and the specific Services provided.
If you are a California resident, you may exercise your rights under the CCPA to have personal information Podium collects about you in a data controller/business capacity by following the instructions in the Your Rights and Choices section of this Privacy Policy.
12.3 Canada
If you are located in Canada, subject to applicable law and the nature of your relationship with Podium, you may have the right to review, correct, delete, or otherwise limit our use of your personal information that has been previously provided to us. You may also have the right to access information about the ways in which your personal information is or has been used and the names of individuals and/or organizations to which your information has been disclosed. You may exercise such rights by following the instructions in the Your Rights and Choices section of this Privacy Policy.
The Office of the Privacy Commissioner of Canada drafted this FAQ to help you access your personal information when it is held by a business. You can also contact the Office of the Privacy Commissioner of Canada’s Information Centre at 1-800-282-1376 or by mail at: Office of the Privacy Commissioner, 30 Victoria Street, Gatineau, Québec K1A 1H3.
If you have any issue with how we process your personal information, or how we responded to your request, please let us know. We will try to improve our processes and provide you with additional information about our practices if you would like us to do so. If you are still not satisfied, you can lodge a complaint to the Office of the Privacy Commissioner of Canada using this online form, or to your local privacy regulators.
13. Changes to Our Privacy Policy
Podium will post any changes we make to our Privacy Policy on this page. The date the Privacy Policy was last revised is identified at the top of this page. If we make material changes to how we process personal information, we will notify Clients and Authorized Users by email to the primary email addresses specified in their accounts. If you are a Client or Authorized User, you are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting our Services and this Privacy Policy to check for any changes.
14. Contact Us
If you have questions about our Privacy Policy, our data processing practices, or our compliance with applicable privacy laws, please email us at privacy@podium.com, write to us at: Podium Corporation, Inc., Attn: Legal Department, 1650 W Digital Drive, Lehi, UT 84043, or call us via our toll-free number 1-833-276-3486.
In the event you are a user with a disability, or are supporting an individual with a disability, and are having difficulty navigating this Privacy Policy or the information linked within this Privacy Policy, please contact us at privacy@podium.com.
Effective October 8th 2026 to October 15th 2026
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Table of Contents
Podium Privacy Policy
Effective: October 1, 2026
This Privacy Policy describes how Podium Corporation, Inc. and its subsidiaries and affiliates (collectively, “Podium”, “we”, “us” and/or “our”) collects and manages your personal information - meaning information that relates to an identified or identifiable individual - as part of providing any services and products developed or administered by us, including without limitation our reputation management tools, messaging and communication tools, artificial intelligence and record management services, payment processing and related services, application programming interfaces, web and mobile applications, and any other services Podium may offer (collectively, the “Services”). Any capitalized terms used but not otherwise defined in this Privacy Policy have the meanings provided in Podium’s Terms of Service.
To jump directly to a specific section of this Privacy Policy, click on the applicable link below:
Scope
Personal Information We Collect
How We Use Personal Information
Disclosure of Your Personal Information
Cookies and Similar Technologies
Retention
Your Rights and Choices
Security
Client Practices and Links to Other Sites
Children
Data Transfers
Location-Specific Disclosures
Changes to Our Privacy Policy
Contact Us
1. Scope
This Privacy Policy primarily covers:
“Clients”: companies, organizations, or other entities that have contracted with Podium for the Services. Where this term is used in this Privacy Policy in the context of the processing of the personal information of a Client, it refers to a Client that is an individual.
“Authorized Users”: employees, agents, contractors, and any other users (including but not limited to Developer Partners or Third-Party Providers) whom a Client has authorized to access the Services on its behalf.
“Customers”: individuals who are current or potential clients, customers, or patients of a Client.
In addition to the above, this Privacy Policy applies to individuals who visit www.podium.com (“Website”), which is part of the Services. In this Privacy Policy, “you” and “your” refers to you the reader, and how we process your personal information will depend on whether you are a Client, Authorized User, Customer, or Website visitor.
By using the Services or otherwise providing us with personal information, you acknowledge that your personal information will be processed and used in the manner set out in this Privacy Policy. We may amend this Privacy Policy from time to time in line with the Changes to Our Privacy Policy section below.
2. Personal Information We Collect
What personal information we collect depends on the nature of your interaction with the Services. While some personal information is collected automatically or through sources outside of Podium, most is collected when you use our Services. A breakdown of our collection practices is below. In all cases, the actual personal information we collect will vary depending on the Services used and your relationship with Podium.
2.1 Personal Information Collected Through the Services
A. Information Provided by Clients and Authorized Users
If you are a Client or an Authorized User, we collect personal information from you in connection with your Subscription Documentation and use (or prospective use) of the Services, such as:
name;
address and other general location details;
email;
date of birth;
phone number;
information relating to your role, such as your job title;
content of communications sent or received via the Services, such as text messages, message attachments, transcripts of calls made or received using the Podium Phones Service and voice recordings if a Client chooses to record calls. Clients are responsible for obtaining any required consent from call participants in order to record calls made or received via Podium.
As part of our registration process and agreement to provide the Services, we may also collect additional information, such as your employer identification number, federal tax identification number, and other business-related information. When you add payment information to your account, we use a third-party service provider to collect and store your payment information.
For Clients using Podium’s Payments Service, in addition to the information listed above, Podium may also collect or receive a copy of your driver’s license or other identification documentation, a self-selected photograph of you, information about your financial account and transaction history (such as a voided check or bank statement), Social Security number of other national identification number, and business and individual public records such as liens, judgments, and lawsuits. For more information, please see the Podium Payments Service Terms.
B. Information Provided by Customers
If you are a Customer, we collect information from you through your use of the Services, which may include your use of our Webchat widget, contact forms, review invitations, Payments Service, and other related products. We also collect your personal information when you communicate with a Client via text message, phone, email, social media, or otherwise, or make a purchase from or otherwise complete a transaction with a Client.
Depending on the Services you use, we may collect personal information such as your:
name;
contact details, such as your phone number and email;
address and other general location details;
transaction information (e.g., history of goods/services ordered, date, payment method, and amount of payment);
health information, if you are a patient of a Client in the healthcare sector;
information about your credit worthiness or credit standing, if you are a considering or entering into a transaction with a Client in the automotive sector;
reviews and feedback in relation to your experience with our Clients (if you choose to provide it); and
content of communications sent or received via the Services, such as text messages, message attachments, transcripts of calls made or received using the Podium Phones Service and voice recordings if a Client chooses to record calls. Clients are responsible for obtaining any required consent from call participants in order to record calls made or received via Podium.
Podium processes personal information about Customers in a “processor” or “service provider” capacity, as such terms are defined by applicable privacy laws. This Privacy Policy does not cover how Clients and their Authorized Users use Customer personal information; that use is governed by the Clients’ own privacy practices and policies.
C. Website Visitors
We may also collect personal information when you visit our Website to browse, request information about our Services, download a white paper, schedule a product demo, or you subscribe to our media channels (e.g., blogs, YouTube, etc.). This personal information may include your:
name;
email;
phone number;
business name;
website; and
job title.
If you request information about our Services using our Webchat product on our Website or you otherwise fill out a form on our Website, you agree to be bound by our Messaging Terms and Conditions. Additionally, certain information may also be collected automatically when you visit our Website. For more information, see the Information Collected Automatically subsection below.
D. Business Partners
If you are a business partner integrated with Podium or looking to do so, we collect information such as your name and contact details as part of your application to integrate with our Services.
2.2 Information Collected Automatically
We collect certain information automatically whenever anyone uses our Services - whether you are a Client, Authorized User, Customer, or Website visitor.
A. Usage Information
We automatically collect details of your use of our Services, including traffic data, location data, logs, communication records (such as time of call or text message, call duration, call completion status, source number, and destination number) and other communication-related data, and the resources you access and use through the Services. We may also create contact profiles that combine information from multiple interactions and data sources, as well as inferred or derived data, such as a summary of information included in content processed by our artificial intelligence features.
B. Widget Information
Other websites, such as our Clients’ websites, may integrate Podium’s widgets (such as Podium Webchat). When you visit a site with an embedded Podium widget, we receive certain information about you, including information about the web page you visited and other information about your device.
C. Device Information
We receive information about the device and software you use to access our Services, such as your internet protocol (IP) address, web browser type, operating system version, phone carrier and manufacturer, application installations, device identifiers, mobile advertising identifiers, and push notification tokens.
D. Information from Linked Accounts
If you choose to link our Services to a third-party account, we may receive information about you from that third party, including your profile information, photo, and use of that account. If you choose to link a Google account to our Services, Podium’s use and transfer of information received from Google APIs to any other app will adhere to the Google API Services User Data Policy. If you choose to link your Google email account to our Services, Podium may use information from the emails in your linked account to customize and refine the performance of third-party artificial intelligence tools to personalize for you, and in doing so may transfer such information to such third-party artificial intelligence tools. Please note that Podium does not use Google Workspace APIs to develop, improve, or train generalized/non-personalized artificial intelligence and/or machine learning models.
E. Information from Cookies and Similar Technologies
The information we collect automatically by cookies, web beacons, and similar technologies may include:
information about your device, such as your device type and model and device ID (e.g., MAC address);
information about your browser, settings (e.g., language), and operating system;
your IP address; and
browsing and usage activity, such as the referring domain and what content you have viewed or actions you have taken on our Services.
See the Cookies and Similar Technologies section of this Privacy Policy for more information.
F. Customer Proprietary Network Information (U.S.)
Customer proprietary network information (“CPNI”) is certain information that relates to a U.S. Client/Authorized User or Customer that Podium collects in the course of providing the Podium Phones Service, and includes information such as: phone numbers dialed and received by Clients; number of phone numbers assigned to an account; average length of calls; and call detail records and usage data. CPNI does not include basic contact information (such as name, phone number, and address).
Podium uses CPNI for the purposes described in this Privacy Policy other than for marketing purposes, and protects the confidentiality of CPNI as required by law. Podium personnel are not permitted to access, use, or share any CPNI unless they are authorized and have a legitimate business need to do so.
2.3 Personal Information Collected from Other Sources
Depending on whether you are a Client, Authorized User, Customer, or a Website visitor, we may also collect personal information about you from third parties including our marketing and service partners, identity verification and public record investigation services, and banks and other financial institutions. We may also collect information from you that is publicly available. For example, we may source information about a business from public search pages, or receive information about you if you interact with us or share your information through various social media channels.
2.4 Deidentified Information
We may at times receive or create de-identified information that can no longer reasonably be used to infer information about, or otherwise be linked to, a particular individual. We maintain and use such information in de-identified form and do not attempt to re-identify the information except as required or permitted by law.
3. How We Use Personal Information
We use your personal information to provide you and our Clients with our Services and to manage our business operations. This includes communicating with you as part of our Services, as well as use for advertising and marketing purposes and as otherwise permitted by law. The nature of how we use personal information will depend on the specific Services you use, and may vary depending on whether you are a Client, Authorized User, Customer, or Website visitor. A more detailed breakdown of how we use personal information is below.
3.1 Providing and Improving Our Services
We may use your personal information to:
provide, maintain, improve, and enhance our Services, including our AI Services which personalize user experiences, provide automated responses and recommendations, and perform other functions;
provide support and training related to our Services;
determine eligibility to use certain Services;
analyze the performance and assessing the effectiveness of our Services;
creating and developing analytics for the benefit of our business and the businesses of our Clients;
customize and refine the performance of third-party artificial intelligence tools and features used to provide our Services;
research purposes, including the development of new offerings; and
to process transactions through the Services.
Certain Services, including our AI Services, may autonomously communicate with Customers on behalf of Clients via text message, voice call, review response, and other channels. These AI Services may access Customer personal information, including communication history and transaction data, in order to provide personalized responses and recommendations. For Clients using Podium's AI-powered voice features, calls may be initiated or handled by artificial intelligence. Clients are responsible for providing any legally required disclosures to their Customers regarding the use of AI in their communications and for obtaining any required consent from call participants.
3.2 Advertising and Marketing
We may use your personal information to:
send marketing communications regarding existing or new features of our Services that we think might interest you;
display advertisements for Podium on social media and other third-party platforms;
estimate our audience size and usage patterns; and
enable our Clients to advertise their products and services to Customers.
Please see the Your Rights and Choices section of this Privacy Policy for details regarding your choices you have regarding marketing communications and targeted advertisements from us.
3.3 Communicating With You
We may use your personal information to communicate with you or provide information you have requested, such as:
providing notifications in relation to the Services and other customer support;
sending you white papers and other materials from our Website;
providing you with our newsletters and other subscription materials;
sending you digital receipts; and
responding to feedback that you have provided in relation to our Services or, if you are a Customer, the products and services of our Clients.
3.4 Legal, Compliance, and Security
We may use your personal information for legal, compliance, and security-related purposes, including to:
enforce our Terms of Service or other legal rights. Specifically, we monitor text message and other content to detect spam, fraudulent activity, and violations of our Acceptable Use Policy;
comply with our legal obligations, including under anti-money laundering, know-your-customer, and similar laws;
detect, prevent, and investigate security incidents and otherwise secure and protect our network and systems;
identify and protect against fraud and other crimes;
establish, exercise, and defend legal claims; and
perform our contractual obligations.
4. Disclosure of Your Personal Information
In certain instances, Podium may share the personal information it processes in order to provide our Services and for other purposes, as described in detail below.
4.1 Providing the Services
We may share personal information with our Clients and their Authorized Users to provide the Services, fulfill requests, and for other purposes as described in this Privacy Policy. If you are a Customer, as part of providing the Services (for example, when you use our Webchat widget on a Client website, complete a transaction through our Payments Service, or leave a review for a Client), Podium will share your personal information with the applicable Client, such as your contact information, transaction details, and review and communication content.
If a Client integrates Podium with other applications or platforms, we may share personal information with the third-party integration partners selected by the Client when Podium is instructed to share that information as part of the Services.
We may also share personal information with third parties to provide, maintain, and improve our Services, including service providers who may access information about you to perform services on our behalf or on behalf of our Clients, such as hosting and information technology services, payment processing services, identity verification and fraud prevention services, marketing and advertising services, data analytics and personalization services, and customer support services. The Podium Service Partner page contains a list of Podium’s main service providers who process personal information on Podium’s behalf, as may be updated from time to time.
Additionally, we may share personal information we receive with our subsidiaries and affiliates for any of the purposes described in this Privacy Policy. However, we do not share personal information we collect when you opt in to receive text messages from Podium on www.podium.com or your consent with any third parties for their own purposes.
4.2 Legal, Compliance, and Security
We may share personal information if we believe it is necessary:
to protect our rights or property, or the security or integrity of our Services;
to enforce our Terms of Service or other applicable agreements or policies;
to investigate, detect, and prevent fraud and security breaches, and protect us, users of our Services, and the public from harm or potentially prohibited activities;
for public safety and in the provision of emergency services; and
to comply with any applicable law, regulation, legal process, or governmental request (including, for example, a court order, subpoena, or search warrant).
4.3 Sale, Acquisition, Merger or Other Asset Transfers
We may share personal information with a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Podium's assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by Podium is among the assets transferred.
5. Cookies and Similar Technologies
Podium and third parties described below may use cookies, pixels, and other tracking technologies as part of providing the Services and for the purposes described in this Privacy Policy.
5.1 Tracking Technologies
A “cookie” is a small text file placed and saved in your browser when you access our Services and potentially the websites of our Clients, business partners, and other third parties. We use both session cookies (cookies that are stored only for a specific website visit) and persistent cookies (cookies that are stored beyond a specific website visit) to provide the Services and for the other purposes described in this Privacy Policy. These cookies may be set by us (first-party cookies) or by third parties that collect information on our behalf (third-party cookies), such as Google Analytics.
There are other tracking technologies, such as pixels, tags, and embedded scripts, that consist of small transparent image files or other web programming code that record how you interact with websites and mobile applications. They are often used in conjunction with cookies or other identifiers associated with your device.
5.2 How We Use These Technologies
Podium may use these technologies:
to provide our Services (e.g., authentication within the check-out process);
to uniquely identify you and/or your device;
to store your preferences as part of providing the Services;
for personalization and targeted advertising purposes;
for security and fraud-prevention purposes;
to analyze and monitor the performance of our Services;
to improve and develop new Services; and
to understand your use of the Services over time.
We use web analytics services such as Google Analytics to collect and process certain analytics data. We also use session replay services on our Services to understand and improve functionality and an individual’s experience using Services. Certain web analytics services may collect information about your use of the Website and other websites, apps, and online resources. You can learn about Google’s practices by going to https://www.google.com/policies/privacy/partners/ and opt out of them by downloading the Google Analytics opt-out browser add-on, available at: https://tools.google.com/dlpage/gaoptout.
5.3 Your Choices
A. Browser Settings
There are ways to control and/or reject the setting of cookies and similar technologies within your browser settings. As each browser is different, please consult the “help” menu within your browser. For additional information about cookies and how to control their use on various browsers and devices, you can visit http://www.allaboutcookies.org. Please be aware that depending on the Services being used, restricting cookies may prevent you from accessing and using all or part of the Services.
Do Not Track (“DNT”) is an optional browser setting that allows you to express your preferences regarding tracking across websites. We currently do not respond to DNT signals. However, we do recognize and honor Global Privacy Control (“GPC”) signals as valid opt-out requests for the sale or sharing of personal information where required by applicable law. For more information about GPC, visit https://globalprivacycontrol.org.
B. Targeted Advertising Choices
Podium does not “sell” personal information in the traditional sense. We do, however, provide personal information collected on and activity from the marketing pages of our Website to third parties for the purpose of displaying advertisements for Podium to you on other platforms (otherwise known as “targeted advertising” or “cross-context behavioral advertising”). Similarly, we allow certain third-party advertising partners to use cookies and other tracking technologies on our Services to collect information about you and your online activities for interest-based advertising or other targeted content. The information they collect may be associated with your personal information or they may collect information about your online activities over time and across different websites and other online services. This information may be shared with ad networks and other content providers.
Depending on your location, you may be able to opt out of such “sales” and “sharing” through our cookie management tool that can be accessed by clicking on the “Manage Preferences” or “Do Not Sell or Share My Personal Information” links at the bottom of our Website. Please note that your opt out will be specific to the device and browser you use when you opt out, and our Website will recognize opt-out preference settings only on domains of our Website where any “selling” or “sharing” occurs.
6. Retention
We retain personal information as long as reasonably necessary to provide the Services and for the other purposes set forth in this Privacy Policy. For example, we may retain information about users of our Services in order to comply with our legal and regulatory obligations or to protect our interests as part of providing the Services.
To determine the appropriate duration of the retention of personal information, we consider the amount, nature, and sensitivity of the personal information, and if we can attain our objectives by other means, as well as our legal, regulatory, tax, accounting, and other obligations. As to each type of personal information Podium collects, the retention period will vary depending on our relationship with the applicable individual. Generally, we retain a Client’s personal information - including personal information of their Authorized Users and Customers - for the duration of our agreement with the Client plus a reasonable period following termination.
7. Your Rights and Choices
We strive to provide you with choices regarding the personal information we process about you. Depending on the nature of your relationship with Podium, you may be able to manage your personal information and preferences directly as part of the Services or by contacting Podium, as described below.
7.1 Managing Information
Your ability to update and manage the personal information we process will differ depending on your relationship with Podium and what Services you use.
A. Clients and Authorized Users
We rely on you to ensure that the information in your account is accurate, complete, and up to date and ask that you notify us of any changes to your personal information. If you are a Client or Authorized User, you may access, change, or correct certain Podium account information at any time by logging into your account. You may also submit a request here or send us an email at privacy@podium.com to request access to, correct, or delete any personal information that you have provided to us or we have collected in a data controller capacity. We may need to verify your identity before processing your request. In certain instances, we may not be able to accommodate your request due to legal, contractual, or technical restrictions. Please note that as we cannot delete all of your personal information except by also deleting your Podium account.
Clients wishing to delete or exercise other choices about the Customer data Podium processes on their behalf in a service provider/processor capacity may do so by submitting a request here or sending us an email at privacy@podium.com. In some cases, we may retain a copy of your usage records, including the personal information contained in them, to carry out necessary functions like billing, troubleshooting, and detecting, preventing, and investigating spam, fraudulent activity, and network exploits and abuse. We may also be required to preserve Client records, including those containing personal information, due to litigation, law enforcement requests, or government investigations. If we have to do this, we will delete the impacted records when we are no longer legally obligated to retain them. We may, however, retain or use records after they have been de-identified, if permitted by law.
B. Customers
When we provide our Services to our Clients and their Authorized Users, we generally act as data processor or service provider on their behalf. This means that when we receive and otherwise process information pertaining to Customers as part of providing the Services, such as Customer names, contact information, text messages, call records, etc., we do so on behalf of our Clients and in accordance with their instructions. As such, if you wish to access, modify, or delete any personal information or the content of communications Podium processes as a service provider or data processor on behalf of a Client, you should direct your request to that Client rather than to Podium.
In other instances, if applicable, contact us as described in the Contact Us section of this Privacy Policy.
If you submit a request to update, delete, or otherwise manage your personal information, we will try to help you with your request free of charge. However, we may request that you pay a reasonable fee, such as if you request a transcript or a reproduction by mail. We will only do so if we are authorized by law, and if we notified you before and you’ve accepted the fees. To avoid any fraudulent request and protect your personal information, we may ask that you provide a proof of identity with your request. We will not use such personal information for any other purposes.
We will respond to your request as soon as reasonably practicable, and within the time period required by law. Please note that in certain circumstances, we may refuse to act or impose limitations on your rights, as permitted by the applicable law. If we cannot process your request, we may inform you of the reasons why, subject to any legal or regulatory restrictions, and outline further steps available to you.
In certain cases, depending on the nature of your request, there may also be residual information that will remain within our databases and other records, which, due to applicable law or as part of Services that are in the process of being carried out, will not be removed or changed. We will also retain information relating to your request for recordkeeping and compliance purposes.
7.2 Podium Communications
As part of providing the Services, Podium (whether directly or through a third party) may send you different types of communications.
A. Marketing Communications
Podium may send you marketing and other promotional communications for new or existing Services that we think you might be interested in. These communications may include promotional emails, and marketing text messages if you have opted in to receive them. You may unsubscribe from Podium’s promotional emails via the unsubscribe link provided in such emails. To stop receiving marketing text messages from Podium, text “REMOVE” in response to any Podium marketing text message you receive. If you unsubscribe from Podium marketing text messages and wish to resubscribe, reply “JOIN.” For more information about text messages Podium sends on its own behalf, see the Podium Messaging Terms and Conditions.
Please note that you may still receive certain non-marketing communications from Podium after opting out as set forth above. These messages may include transaction-specific or account-specific communications.
If you are a Customer, our Clients may also send you marketing and promotional communications as part of their use of the Services. In these instances, please follow the instructions within those messages to opt out or reach out to the Client directly.
B. Other Communications
As part of your interaction with our Services, you may receive various non-marketing communications from Podium via email, text message, or telephone. These include, but are not limited to:
For Clients and Authorized Users:
communications relating to Podium’s Services and demo requests (for prospective Clients);
onboarding-related communications pertaining to setting up the Services; and/or
communications pertaining to Services that you are using or are under your account.
The Podium Messaging Terms and Conditions set forth the additional terms that apply when Podium sends text messages to Clients and Authorized Users on its own behalf.
For Customers:
communications by Clients through the Services, such as appointment reminders, order statuses, payment and review requests, and other business related communications; and/or
responding to feedback that you have provided in relation to the Services of Podium or one of our Clients.
7.3 Cookies and Similar Technologies
For information about your choices regarding Podium’s use of cookies and other similar technologies, see the Cookies and Similar Technologies section of this Privacy Policy.
8. Security
We have implemented reasonable security measures that are designed to protect the information we maintain. These measures vary based on the sensitivity of the information we collect and process. However, we cannot guarantee that the collection, transmission, and storage of personal information will always be completely secure.
Where we have given you (or you have chosen) a password for access to certain features of our Services, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. Podium strongly recommends Clients enable multi-factor authentication.
9. Client Practices and Links to Other Sites
This Privacy Policy only applies to information Podium processes when you visit our Website or otherwise use our Services. Podium’s Clients are independent third parties that maintain their own business practices and policies outside of their relationship with Podium and their use of the Services. Clients are solely responsible for providing any legally required disclosures to their Customers regarding the use of our Services, including any disclosures related to the use of artificial intelligence features. As a result, we are not responsible for the privacy policies or data practices of our Clients.
Moreover, while visiting our Website or using the Services, you may be directed through links to third-party websites or services that are not operated or controlled by Podium. We are not responsible for the privacy practices and policies of these third parties, and we encourage you to review the privacy policies of these third parties, as their practices may differ from ours.
10. Children
Our Services are not targeted to or directed at children under the age of 13, and we do not intend to, or knowingly, collect or solicit personal information from children under the age of 13. If you have reason to believe a child under the age of 13 has provided personal information to us, we encourage the child’s parent or guardian to contact us as described in the Contact Us section of this Privacy Policy to request that we remove the information from our systems.
11. Data Transfers
Our Services are primarily hosted in the United States. If you choose to use the Services from other regions of the world with laws governing data processing that differ from those in the United States, please note that you are transferring your personal information outside of those regions to the United States for processing. Additionally, Podium (or our service providers on our behalf) may transfer your data from the United States to other regions in connection with our processing of data. We utilize appropriate safeguards for the transfer of personal information in various jurisdictions, and have implemented contractual arrangements or other measures for such purposes.
Your provision of personal information to us via the Services constitutes your consent to the transfer and processing of your personal information as described in this Privacy Policy.
12. Location-Specific Disclosures
12.1 Australia
If you are an Australian user accessing or using the Services from Australia, the Privacy Act 1988 (Cth) and the Australian Privacy Principles contained therein apply to personal information collected or held by Podium entities with an “Australian link” (within the meaning of the Privacy Act). In addition, Podium is committed to complying with other applicable commonwealth, state, or territory privacy and data protection laws and regulations.
12.2 California
The table below provides a summary of certain categories of personal information Podium collects, the sources of that personal information, and how we use and disclose that personal information, as required by the California Consumer Privacy Act of 2018, as amended (“CCPA”). For more information, please see the generally applicable sections of our Privacy Policy above.
Category of Personal Information Examples* Categories of Sources
For additional details regarding how we may obtain personal information, see the Personal Information We Collect section of this Privacy Policy.
Commercial/Business Purposes
For additional details regarding how we may use personal information we collect, see the How We Use Personal Information section of this Privacy Policy.
With Whom it is Shared
For additional details regarding how we may share personal information, see the Disclosure of Your Personal Information section of this Privacy Policy.
Identifiers Name, address, IP address, email address
• You or your devices, for example, through your use of our Services
• Business partners
• Service providers
• Clients and Authorized Users
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Advertise and market to you
• Communicate with you
• Legal, compliance, and security-related purposes
• Clients and Authorized Users
• Business partners, including advertising partners and ad networks
• Service providers
• Legal and other regulatory authorities
California Customer Records
(Cal. Civ. Code § 1798.80(e))
Name, telephone number
• You or your devices, for example, through your use of our Services
• Business partners
• Service providers
• Clients and Authorized Users
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Advertise and market to you
• Communicate with you
• Legal, compliance, and security-related purposes
• Clients and Authorized Users
• Business partners, including advertising partners and ad networks
• Service providers
• Legal and other regulatory authorities
Internet/Network Information
Website browsing activity and interactions, advertisement interactions
• You or your devices, for example, through your use of our Services
• Service providers
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Advertise and market to you
• Communicate with you
• Legal, compliance, and security-related purposes
• Service providers
• Business partners, including advertising partners and ad networks
• Legal and other regulatory authorities
Geolocation Data
Coarse location information based on your device activity
• You or your devices, for example, through your use of our Services
• Service providers
• Provide, maintain, and support our Services
• Advertise and market to you
• Legal, compliance, and security-related purposes
• Service providers
• Business partners, including advertising partners and ad networks
• Legal and other regulatory authorities
Sensory Information
Call recordings, transcripts, and other audio, electronic, and similar information
• You or your devices, for example, through your use of our Services
• Service providers
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Legal, compliance, and security-related purposes
• Clients and Authorized Users
• Service Providers
• Legal and other regulatory authorities
Professional or Employment Information
Job title, professional website, job application information
You, for example, if you fill out a form on our Website, create a Podium account, or apply for a role at Podium
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Legal, compliance, and security-related purposes
• Service providers
• Business partners
• Legal and other regulatory authorities
Inferences Inferences drawn from any of the above categories of personal information (e.g., preferences or characteristics)
• You or your devices, for example, through your use of our Services
• Clients and Authorized Users
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Advertise and market to you
• Legal, compliance, and security-related purposes
• Clients and Authorized Users
• Business partners
• Service providers
• Legal and other regulatory authorities
Sensitive Information
Podium does not “sell” or “share” sensitive personal information, or otherwise use or disclose sensitive personal information for purposes other than those specified in § 1798.121(a) of the CCPA.
Social Security Number You, for example, if you sign up for the Podium Payments Service
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Service providers
• Legal and other regulatory authorities
Driver’s License or State ID Number You, for example, if you sign up for the Podium Payments Service
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Service providers
• Legal and other regulatory authorities
Account Login and Password You, if you create a Podium account
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Service providers
• Legal and other regulatory authorities
Health Data You, if you provide such information to a Client via the Services
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Service providers
• Legal and other regulatory authorities
*Note that the actual personal information collected will depend on the nature of an individual’s relationship with Podium and the specific Services provided.
If you are a California resident, you may exercise your rights under the CCPA to have personal information Podium collects about you in a data controller/business capacity by following the instructions in the Your Rights and Choices section of this Privacy Policy.
12.3 Canada
If you are located in Canada, subject to applicable law and the nature of your relationship with Podium, you may have the right to review, correct, delete, or otherwise limit our use of your personal information that has been previously provided to us. You may also have the right to access information about the ways in which your personal information is or has been used and the names of individuals and/or organizations to which your information has been disclosed. You may exercise such rights by following the instructions in the Your Rights and Choices section of this Privacy Policy.
The Office of the Privacy Commissioner of Canada drafted this FAQ to help you access your personal information when it is held by a business. You can also contact the Office of the Privacy Commissioner of Canada’s Information Centre at 1-800-282-1376 or by mail at: Office of the Privacy Commissioner, 30 Victoria Street, Gatineau, Québec K1A 1H3.
If you have any issue with how we process your personal information, or how we responded to your request, please let us know. We will try to improve our processes and provide you with additional information about our practices if you would like us to do so. If you are still not satisfied, you can lodge a complaint to the Office of the Privacy Commissioner of Canada using this online form, or to your local privacy regulators.
13. Changes to Our Privacy Policy
Podium will post any changes we make to our Privacy Policy on this page. The date the Privacy Policy was last revised is identified at the top of this page. If we make material changes to how we process personal information, we will notify Clients and Authorized Users by email to the primary email addresses specified in their accounts. If you are a Client or Authorized User, you are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting our Services and this Privacy Policy to check for any changes.
14. Contact Us
If you have questions about our Privacy Policy, our data processing practices, or our compliance with applicable privacy laws, please email us at privacy@podium.com, write to us at: Podium Corporation, Inc., Attn: Legal Department, 1650 W Digital Drive, Lehi, UT 84043, or call us via our toll-free number 1-833-276-3486.
In the event you are a user with a disability, or are supporting an individual with a disability, and are having difficulty navigating this Privacy Policy or the information linked within this Privacy Policy, please contact us at privacy@podium.com.
Effective October 1st 2026 to October 8th 2026
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Table of Contents
Podium Privacy Policy
Effective: October 1, 202
This Privacy Policy describes how Podium Corporation, Inc. and its subsidiaries and affiliates (collectively, “Podium”, “we”, “us” and/or “our”) collects and manages your personal information - meaning information that relates to an identified or identifiable individual - as part of providing any services and products developed or administered by us, including without limitation our reputation management tools, messaging and communication tools, artificial intelligence and record management services, payment processing and related services, application programming interfaces, web and mobile applications, and any other services Podium may offer (collectively, the “Services”). Any capitalized terms used but not otherwise defined in this Privacy Policy have the meanings provided in Podium’s Terms of Service.
To jump directly to a specific section of this Privacy Policy, click on the applicable link below:
Scope
Personal Information We Collect
How We Use Personal Information
Disclosure of Your Personal Information
Cookies and Similar Technologies
Retention
Your Rights and Choices
Security
Client Practices and Links to Other Sites
Children
Data Transfers
Location-Specific Disclosures
Changes to Our Privacy Policy
Contact Us
1. Scope
This Privacy Policy primarily covers:
“Clients”: companies, organizations, or other entities that have contracted with Podium for the Services. Where this term is used in this Privacy Policy in the context of the processing of the personal information of a Client, it refers to a Client that is an individual.
“Authorized Users”: employees, agents, contractors, and any other users (including but not limited to Developer Partners or Third-Party Providers) whom a Client has authorized to access the Services on its behalf.
“Customers”: individuals who are current or potential clients, customers, or patients of a Client.
In addition to the above, this Privacy Policy applies to individuals who visit www.podium.com (“Website”), which is part of the Services. In this Privacy Policy, “you” and “your” refers to you the reader, and how we process your personal information will depend on whether you are a Client, Authorized User, Customer, or Website visitor.
By using the Services or otherwise providing us with personal information, you acknowledge that your personal information will be processed and used in the manner set out in this Privacy Policy. We may amend this Privacy Policy from time to time in line with the Changes to Our Privacy Policy section below.
2. Personal Information We Collect
What personal information we collect depends on the nature of your interaction with the Services. While some personal information is collected automatically or through sources outside of Podium, most is collected when you use our Services. A breakdown of our collection practices is below. In all cases, the actual personal information we collect will vary depending on the Services used and your relationship with Podium.
2.1 Personal Information Collected Through the Services
A. Information Provided by Clients and Authorized Users
If you are a Client or an Authorized User, we collect personal information from you in connection with your Subscription Documentation and use (or prospective use) of the Services, such as:
name;
address and other general location details;
email;
date of birth;
phone number;
information relating to your role, such as your job title;
content of communications sent or received via the Services, such as text messages, message attachments, transcripts of calls made or received using the Podium Phones Service and voice recordings if a Client chooses to record calls. Clients are responsible for obtaining any required consent from call participants in order to record calls made or received via Podium.
As part of our registration process and agreement to provide the Services, we may also collect additional information, such as your employer identification number, federal tax identification number, and other business-related information. When you add payment information to your account, we use a third-party service provider to collect and store your payment information.
For Clients using Podium’s Payments Service, in addition to the information listed above, Podium may also collect or receive a copy of your driver’s license or other identification documentation, a self-selected photograph of you, information about your financial account and transaction history (such as a voided check or bank statement), Social Security number of other national identification number, and business and individual public records such as liens, judgments, and lawsuits. For more information, please see the Podium Payments Service Terms.
B. Information Provided by Customers
If you are a Customer, we collect information from you through your use of the Services, which may include your use of our Webchat widget, contact forms, review invitations, Payments Service, and other related products. We also collect your personal information when you communicate with a Client via text message, phone, email, social media, or otherwise, or make a purchase from or otherwise complete a transaction with a Client.
Depending on the Services you use, we may collect personal information such as your:
name;
contact details, such as your phone number and email;
address and other general location details;
transaction information (e.g., history of goods/services ordered, date, payment method, and amount of payment);
health information, if you are a patient of a Client in the healthcare sector;
information about your credit worthiness or credit standing, if you are a considering or entering into a transaction with a Client in the automotive sector;
reviews and feedback in relation to your experience with our Clients (if you choose to provide it); and
content of communications sent or received via the Services, such as text messages, message attachments, transcripts of calls made or received using the Podium Phones Service and voice recordings if a Client chooses to record calls. Clients are responsible for obtaining any required consent from call participants in order to record calls made or received via Podium.
Podium processes personal information about Customers in a “processor” or “service provider” capacity, as such terms are defined by applicable privacy laws. This Privacy Policy does not cover how Clients and their Authorized Users use Customer personal information; that use is governed by the Clients’ own privacy practices and policies.
C. Website Visitors
We may also collect personal information when you visit our Website to browse, request information about our Services, download a white paper, schedule a product demo, or you subscribe to our media channels (e.g., blogs, YouTube, etc.). This personal information may include your:
name;
email;
phone number;
business name;
website; and
job title.
If you request information about our Services using our Webchat product on our Website or you otherwise fill out a form on our Website, you agree to be bound by our Messaging Terms and Conditions. Additionally, certain information may also be collected automatically when you visit our Website. For more information, see the Information Collected Automatically subsection below.
D. Business Partners
If you are a business partner integrated with Podium or looking to do so, we collect information such as your name and contact details as part of your application to integrate with our Services.
2.2 Information Collected Automatically
We collect certain information automatically whenever anyone uses our Services - whether you are a Client, Authorized User, Customer, or Website visitor.
A. Usage Information
We automatically collect details of your use of our Services, including traffic data, location data, logs, communication records (such as time of call or text message, call duration, call completion status, source number, and destination number) and other communication-related data, and the resources you access and use through the Services. We may also create contact profiles that combine information from multiple interactions and data sources, as well as inferred or derived data, such as a summary of information included in content processed by our artificial intelligence features.
B. Widget Information
Other websites, such as our Clients’ websites, may integrate Podium’s widgets (such as Podium Webchat). When you visit a site with an embedded Podium widget, we receive certain information about you, including information about the web page you visited and other information about your device.
C. Device Information
We receive information about the device and software you use to access our Services, such as your internet protocol (IP) address, web browser type, operating system version, phone carrier and manufacturer, application installations, device identifiers, mobile advertising identifiers, and push notification tokens.
D. Information from Linked Accounts
If you choose to link our Services to a third-party account, we may receive information about you from that third party, including your profile information, photo, and use of that account. If you choose to link a Google account to our Services, Podium’s use and transfer of information received from Google APIs to any other app will adhere to the Google API Services User Data Policy. If you choose to link your Google email account to our Services, Podium may use information from the emails in your linked account to customize and refine the performance of third-party artificial intelligence tools to personalize for you, and in doing so may transfer such information to such third-party artificial intelligence tools. Please note that Podium does not use Google Workspace APIs to develop, improve, or train generalized/non-personalized artificial intelligence and/or machine learning models.
E. Information from Cookies and Similar Technologies
The information we collect automatically by cookies, web beacons, and similar technologies may include:
information about your device, such as your device type and model and device ID (e.g., MAC address);
information about your browser, settings (e.g., language), and operating system;
your IP address; and
browsing and usage activity, such as the referring domain and what content you have viewed or actions you have taken on our Services.
See the Cookies and Similar Technologies section of this Privacy Policy for more information.
F. Customer Proprietary Network Information (U.S.)
Customer proprietary network information (“CPNI”) is certain information that relates to a U.S. Client/Authorized User or Customer that Podium collects in the course of providing the Podium Phones Service, and includes information such as: phone numbers dialed and received by Clients; number of phone numbers assigned to an account; average length of calls; and call detail records and usage data. CPNI does not include basic contact information (such as name, phone number, and address).
Podium uses CPNI for the purposes described in this Privacy Policy other than for marketing purposes, and protects the confidentiality of CPNI as required by law. Podium personnel are not permitted to access, use, or share any CPNI unless they are authorized and have a legitimate business need to do so.
2.3 Personal Information Collected from Other Sources
Depending on whether you are a Client, Authorized User, Customer, or a Website visitor, we may also collect personal information about you from third parties including our marketing and service partners, identity verification and public record investigation services, and banks and other financial institutions. We may also collect information from you that is publicly available. For example, we may source information about a business from public search pages, or receive information about you if you interact with us or share your information through various social media channels.
2.4 Deidentified Information
We may at times receive or create de-identified information that can no longer reasonably be used to infer information about, or otherwise be linked to, a particular individual. We maintain and use such information in de-identified form and do not attempt to re-identify the information except as required or permitted by law.
3. How We Use Personal Information
We use your personal information to provide you and our Clients with our Services and to manage our business operations. This includes communicating with you as part of our Services, as well as use for advertising and marketing purposes and as otherwise permitted by law. The nature of how we use personal information will depend on the specific Services you use, and may vary depending on whether you are a Client, Authorized User, Customer, or Website visitor. A more detailed breakdown of how we use personal information is below.
3.1 Providing and Improving Our Services
We may use your personal information to:
provide, maintain, improve, and enhance our Services, including our AI Services which personalize user experiences, provide automated responses and recommendations, and perform other functions;
provide support and training related to our Services;
determine eligibility to use certain Services;
analyze the performance and assessing the effectiveness of our Services;
creating and developing analytics for the benefit of our business and the businesses of our Clients;
customize and refine the performance of third-party artificial intelligence tools and features used to provide our Services;
research purposes, including the development of new offerings; and
to process transactions through the Services.
Certain Services, including our AI Services, may autonomously communicate with Customers on behalf of Clients via text message, voice call, review response, and other channels. These AI Services may access Customer personal information, including communication history and transaction data, in order to provide personalized responses and recommendations. For Clients using Podium's AI-powered voice features, calls may be initiated or handled by artificial intelligence. Clients are responsible for providing any legally required disclosures to their Customers regarding the use of AI in their communications and for obtaining any required consent from call participants.
3.2 Advertising and Marketing
We may use your personal information to:
send marketing communications regarding existing or new features of our Services that we think might interest you;
display advertisements for Podium on social media and other third-party platforms;
estimate our audience size and usage patterns; and
enable our Clients to advertise their products and services to Customers.
Please see the Your Rights and Choices section of this Privacy Policy for details regarding your choices you have regarding marketing communications and targeted advertisements from us.
3.3 Communicating With You
We may use your personal information to communicate with you or provide information you have requested, such as:
providing notifications in relation to the Services and other customer support;
sending you white papers and other materials from our Website;
providing you with our newsletters and other subscription materials;
sending you digital receipts; and
responding to feedback that you have provided in relation to our Services or, if you are a Customer, the products and services of our Clients.
3.4 Legal, Compliance, and Security
We may use your personal information for legal, compliance, and security-related purposes, including to:
enforce our Terms of Service or other legal rights. Specifically, we monitor text message and other content to detect spam, fraudulent activity, and violations of our Acceptable Use Policy;
comply with our legal obligations, including under anti-money laundering, know-your-customer, and similar laws;
detect, prevent, and investigate security incidents and otherwise secure and protect our network and systems;
identify and protect against fraud and other crimes;
establish, exercise, and defend legal claims; and
perform our contractual obligations.
4. Disclosure of Your Personal Information
In certain instances, Podium may share the personal information it processes in order to provide our Services and for other purposes, as described in detail below.
4.1 Providing the Services
We may share personal information with our Clients and their Authorized Users to provide the Services, fulfill requests, and for other purposes as described in this Privacy Policy. If you are a Customer, as part of providing the Services (for example, when you use our Webchat widget on a Client website, complete a transaction through our Payments Service, or leave a review for a Client), Podium will share your personal information with the applicable Client, such as your contact information, transaction details, and review and communication content.
If a Client integrates Podium with other applications or platforms, we may share personal information with the third-party integration partners selected by the Client when Podium is instructed to share that information as part of the Services.
We may also share personal information with third parties to provide, maintain, and improve our Services, including service providers who may access information about you to perform services on our behalf or on behalf of our Clients, such as hosting and information technology services, payment processing services, identity verification and fraud prevention services, marketing and advertising services, data analytics and personalization services, and customer support services. The Podium Service Partner page contains a list of Podium’s main service providers who process personal information on Podium’s behalf, as may be updated from time to time.
Additionally, we may share personal information we receive with our subsidiaries and affiliates for any of the purposes described in this Privacy Policy. However, we do not share personal information we collect when you opt in to receive text messages from Podium on www.podium.com or your consent with any third parties for their own purposes.
4.2 Legal, Compliance, and Security
We may share personal information if we believe it is necessary:
to protect our rights or property, or the security or integrity of our Services;
to enforce our Terms of Service or other applicable agreements or policies;
to investigate, detect, and prevent fraud and security breaches, and protect us, users of our Services, and the public from harm or potentially prohibited activities;
for public safety and in the provision of emergency services; and
to comply with any applicable law, regulation, legal process, or governmental request (including, for example, a court order, subpoena, or search warrant).
4.3 Sale, Acquisition, Merger or Other Asset Transfers
We may share personal information with a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Podium's assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by Podium is among the assets transferred.
5. Cookies and Similar Technologies
Podium and third parties described below may use cookies, pixels, and other tracking technologies as part of providing the Services and for the purposes described in this Privacy Policy.
5.1 Tracking Technologies
A “cookie” is a small text file placed and saved in your browser when you access our Services and potentially the websites of our Clients, business partners, and other third parties. We use both session cookies (cookies that are stored only for a specific website visit) and persistent cookies (cookies that are stored beyond a specific website visit) to provide the Services and for the other purposes described in this Privacy Policy. These cookies may be set by us (first-party cookies) or by third parties that collect information on our behalf (third-party cookies), such as Google Analytics.
There are other tracking technologies, such as pixels, tags, and embedded scripts, that consist of small transparent image files or other web programming code that record how you interact with websites and mobile applications. They are often used in conjunction with cookies or other identifiers associated with your device.
5.2 How We Use These Technologies
Podium may use these technologies:
to provide our Services (e.g., authentication within the check-out process);
to uniquely identify you and/or your device;
to store your preferences as part of providing the Services;
for personalization and targeted advertising purposes;
for security and fraud-prevention purposes;
to analyze and monitor the performance of our Services;
to improve and develop new Services; and
to understand your use of the Services over time.
We use web analytics services such as Google Analytics to collect and process certain analytics data. We also use session replay services on our Services to understand and improve functionality and an individual’s experience using Services. Certain web analytics services may collect information about your use of the Website and other websites, apps, and online resources. You can learn about Google’s practices by going to https://www.google.com/policies/privacy/partners/ and opt out of them by downloading the Google Analytics opt-out browser add-on, available at: https://tools.google.com/dlpage/gaoptout.
5.3 Your Choices
A. Browser Settings
There are ways to control and/or reject the setting of cookies and similar technologies within your browser settings. As each browser is different, please consult the “help” menu within your browser. For additional information about cookies and how to control their use on various browsers and devices, you can visit http://www.allaboutcookies.org. Please be aware that depending on the Services being used, restricting cookies may prevent you from accessing and using all or part of the Services.
Do Not Track (“DNT”) is an optional browser setting that allows you to express your preferences regarding tracking across websites. We currently do not respond to DNT signals. However, we do recognize and honor Global Privacy Control (“GPC”) signals as valid opt-out requests for the sale or sharing of personal information where required by applicable law. For more information about GPC, visit https://globalprivacycontrol.org.
B. Targeted Advertising Choices
Podium does not “sell” personal information in the traditional sense. We do, however, provide personal information collected on and activity from the marketing pages of our Website to third parties for the purpose of displaying advertisements for Podium to you on other platforms (otherwise known as “targeted advertising” or “cross-context behavioral advertising”). Similarly, we allow certain third-party advertising partners to use cookies and other tracking technologies on our Services to collect information about you and your online activities for interest-based advertising or other targeted content. The information they collect may be associated with your personal information or they may collect information about your online activities over time and across different websites and other online services. This information may be shared with ad networks and other content providers.
Depending on your location, you may be able to opt out of such “sales” and “sharing” through our cookie management tool that can be accessed by clicking on the “Manage Preferences” or “Do Not Sell or Share My Personal Information” links at the bottom of our Website. Please note that your opt out will be specific to the device and browser you use when you opt out, and our Website will recognize opt-out preference settings only on domains of our Website where any “selling” or “sharing” occurs.
6. Retention
We retain personal information as long as reasonably necessary to provide the Services and for the other purposes set forth in this Privacy Policy. For example, we may retain information about users of our Services in order to comply with our legal and regulatory obligations or to protect our interests as part of providing the Services.
To determine the appropriate duration of the retention of personal information, we consider the amount, nature, and sensitivity of the personal information, and if we can attain our objectives by other means, as well as our legal, regulatory, tax, accounting, and other obligations. As to each type of personal information Podium collects, the retention period will vary depending on our relationship with the applicable individual. Generally, we retain a Client’s personal information - including personal information of their Authorized Users and Customers - for the duration of our agreement with the Client plus a reasonable period following termination.
7. Your Rights and Choices
We strive to provide you with choices regarding the personal information we process about you. Depending on the nature of your relationship with Podium, you may be able to manage your personal information and preferences directly as part of the Services or by contacting Podium, as described below.
7.1 Managing Information
Your ability to update and manage the personal information we process will differ depending on your relationship with Podium and what Services you use.
A. Clients and Authorized Users
We rely on you to ensure that the information in your account is accurate, complete, and up to date and ask that you notify us of any changes to your personal information. If you are a Client or Authorized User, you may access, change, or correct certain Podium account information at any time by logging into your account. You may also submit a request here or send us an email at privacy@podium.com to request access to, correct, or delete any personal information that you have provided to us or we have collected in a data controller capacity. We may need to verify your identity before processing your request. In certain instances, we may not be able to accommodate your request due to legal, contractual, or technical restrictions. Please note that as we cannot delete all of your personal information except by also deleting your Podium account.
Clients wishing to delete or exercise other choices about the Customer data Podium processes on their behalf in a service provider/processor capacity may do so by submitting a request here or sending us an email at privacy@podium.com. In some cases, we may retain a copy of your usage records, including the personal information contained in them, to carry out necessary functions like billing, troubleshooting, and detecting, preventing, and investigating spam, fraudulent activity, and network exploits and abuse. We may also be required to preserve Client records, including those containing personal information, due to litigation, law enforcement requests, or government investigations. If we have to do this, we will delete the impacted records when we are no longer legally obligated to retain them. We may, however, retain or use records after they have been de-identified, if permitted by law.
B. Customers
When we provide our Services to our Clients and their Authorized Users, we generally act as data processor or service provider on their behalf. This means that when we receive and otherwise process information pertaining to Customers as part of providing the Services, such as Customer names, contact information, text messages, call records, etc., we do so on behalf of our Clients and in accordance with their instructions. As such, if you wish to access, modify, or delete any personal information or the content of communications Podium processes as a service provider or data processor on behalf of a Client, you should direct your request to that Client rather than to Podium.
In other instances, if applicable, contact us as described in the Contact Us section of this Privacy Policy.
If you submit a request to update, delete, or otherwise manage your personal information, we will try to help you with your request free of charge. However, we may request that you pay a reasonable fee, such as if you request a transcript or a reproduction by mail. We will only do so if we are authorized by law, and if we notified you before and you’ve accepted the fees. To avoid any fraudulent request and protect your personal information, we may ask that you provide a proof of identity with your request. We will not use such personal information for any other purposes.
We will respond to your request as soon as reasonably practicable, and within the time period required by law. Please note that in certain circumstances, we may refuse to act or impose limitations on your rights, as permitted by the applicable law. If we cannot process your request, we may inform you of the reasons why, subject to any legal or regulatory restrictions, and outline further steps available to you.
In certain cases, depending on the nature of your request, there may also be residual information that will remain within our databases and other records, which, due to applicable law or as part of Services that are in the process of being carried out, will not be removed or changed. We will also retain information relating to your request for recordkeeping and compliance purposes.
7.2 Podium Communications
As part of providing the Services, Podium (whether directly or through a third party) may send you different types of communications.
A. Marketing Communications
Podium may send you marketing and other promotional communications for new or existing Services that we think you might be interested in. These communications may include promotional emails, and marketing text messages if you have opted in to receive them. You may unsubscribe from Podium’s promotional emails via the unsubscribe link provided in such emails. To stop receiving marketing text messages from Podium, text “REMOVE” in response to any Podium marketing text message you receive. If you unsubscribe from Podium marketing text messages and wish to resubscribe, reply “JOIN.” For more information about text messages Podium sends on its own behalf, see the Podium Messaging Terms and Conditions.
Please note that you may still receive certain non-marketing communications from Podium after opting out as set forth above. These messages may include transaction-specific or account-specific communications.
If you are a Customer, our Clients may also send you marketing and promotional communications as part of their use of the Services. In these instances, please follow the instructions within those messages to opt out or reach out to the Client directly.
B. Other Communications
As part of your interaction with our Services, you may receive various non-marketing communications from Podium via email, text message, or telephone. These include, but are not limited to:
For Clients and Authorized Users:
communications relating to Podium’s Services and demo requests (for prospective Clients);
onboarding-related communications pertaining to setting up the Services; and/or
communications pertaining to Services that you are using or are under your account.
The Podium Messaging Terms and Conditions set forth the additional terms that apply when Podium sends text messages to Clients and Authorized Users on its own behalf.
For Customers:
communications by Clients through the Services, such as appointment reminders, order statuses, payment and review requests, and other business related communications; and/or
responding to feedback that you have provided in relation to the Services of Podium or one of our Clients.
7.3 Cookies and Similar Technologies
For information about your choices regarding Podium’s use of cookies and other similar technologies, see the Cookies and Similar Technologies section of this Privacy Policy.
8. Security
We have implemented reasonable security measures that are designed to protect the information we maintain. These measures vary based on the sensitivity of the information we collect and process. However, we cannot guarantee that the collection, transmission, and storage of personal information will always be completely secure.
Where we have given you (or you have chosen) a password for access to certain features of our Services, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. Podium strongly recommends Clients enable multi-factor authentication.
9. Client Practices and Links to Other Sites
This Privacy Policy only applies to information Podium processes when you visit our Website or otherwise use our Services. Podium’s Clients are independent third parties that maintain their own business practices and policies outside of their relationship with Podium and their use of the Services. Clients are solely responsible for providing any legally required disclosures to their Customers regarding the use of our Services, including any disclosures related to the use of artificial intelligence features. As a result, we are not responsible for the privacy policies or data practices of our Clients.
Moreover, while visiting our Website or using the Services, you may be directed through links to third-party websites or services that are not operated or controlled by Podium. We are not responsible for the privacy practices and policies of these third parties, and we encourage you to review the privacy policies of these third parties, as their practices may differ from ours.
10. Children
Our Services are not targeted to or directed at children under the age of 13, and we do not intend to, or knowingly, collect or solicit personal information from children under the age of 13. If you have reason to believe a child under the age of 13 has provided personal information to us, we encourage the child’s parent or guardian to contact us as described in the Contact Us section of this Privacy Policy to request that we remove the information from our systems.
11. Data Transfers
Our Services are primarily hosted in the United States. If you choose to use the Services from other regions of the world with laws governing data processing that differ from those in the United States, please note that you are transferring your personal information outside of those regions to the United States for processing. Additionally, Podium (or our service providers on our behalf) may transfer your data from the United States to other regions in connection with our processing of data. We utilize appropriate safeguards for the transfer of personal information in various jurisdictions, and have implemented contractual arrangements or other measures for such purposes.
Your provision of personal information to us via the Services constitutes your consent to the transfer and processing of your personal information as described in this Privacy Policy.
12. Location-Specific Disclosures
12.1 Australia
If you are an Australian user accessing or using the Services from Australia, the Privacy Act 1988 (Cth) and the Australian Privacy Principles contained therein apply to personal information collected or held by Podium entities with an “Australian link” (within the meaning of the Privacy Act). In addition, Podium is committed to complying with other applicable commonwealth, state, or territory privacy and data protection laws and regulations.
12.2 California
The table below provides a summary of certain categories of personal information Podium collects, the sources of that personal information, and how we use and disclose that personal information, as required by the California Consumer Privacy Act of 2018, as amended (“CCPA”). For more information, please see the generally applicable sections of our Privacy Policy above.
Category of Personal Information Examples* Categories of Sources
For additional details regarding how we may obtain personal information, see the Personal Information We Collect section of this Privacy Policy.
Commercial/Business Purposes
For additional details regarding how we may use personal information we collect, see the How We Use Personal Information section of this Privacy Policy.
With Whom it is Shared
For additional details regarding how we may share personal information, see the Disclosure of Your Personal Information section of this Privacy Policy.
Identifiers Name, address, IP address, email address
• You or your devices, for example, through your use of our Services
• Business partners
• Service providers
• Clients and Authorized Users
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Advertise and market to you
• Communicate with you
• Legal, compliance, and security-related purposes
• Clients and Authorized Users
• Business partners, including advertising partners and ad networks
• Service providers
• Legal and other regulatory authorities
California Customer Records
(Cal. Civ. Code § 1798.80(e))
Name, telephone number
• You or your devices, for example, through your use of our Services
• Business partners
• Service providers
• Clients and Authorized Users
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Advertise and market to you
• Communicate with you
• Legal, compliance, and security-related purposes
• Clients and Authorized Users
• Business partners, including advertising partners and ad networks
• Service providers
• Legal and other regulatory authorities
Internet/Network Information
Website browsing activity and interactions, advertisement interactions
• You or your devices, for example, through your use of our Services
• Service providers
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Advertise and market to you
• Communicate with you
• Legal, compliance, and security-related purposes
• Service providers
• Business partners, including advertising partners and ad networks
• Legal and other regulatory authorities
Geolocation Data
Coarse location information based on your device activity
• You or your devices, for example, through your use of our Services
• Service providers
• Provide, maintain, and support our Services
• Advertise and market to you
• Legal, compliance, and security-related purposes
• Service providers
• Business partners, including advertising partners and ad networks
• Legal and other regulatory authorities
Sensory Information
Call recordings, transcripts, and other audio, electronic, and similar information
• You or your devices, for example, through your use of our Services
• Service providers
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Legal, compliance, and security-related purposes
• Clients and Authorized Users
• Service Providers
• Legal and other regulatory authorities
Professional or Employment Information
Job title, professional website, job application information
You, for example, if you fill out a form on our Website, create a Podium account, or apply for a role at Podium
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Legal, compliance, and security-related purposes
• Service providers
• Business partners
• Legal and other regulatory authorities
Inferences Inferences drawn from any of the above categories of personal information (e.g., preferences or characteristics)
• You or your devices, for example, through your use of our Services
• Clients and Authorized Users
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Advertise and market to you
• Legal, compliance, and security-related purposes
• Clients and Authorized Users
• Business partners
• Service providers
• Legal and other regulatory authorities
Sensitive Information
Podium does not “sell” or “share” sensitive personal information, or otherwise use or disclose sensitive personal information for purposes other than those specified in § 1798.121(a) of the CCPA.
Social Security Number You, for example, if you sign up for the Podium Payments Service
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Service providers
• Legal and other regulatory authorities
Driver’s License or State ID Number You, for example, if you sign up for the Podium Payments Service
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Service providers
• Legal and other regulatory authorities
Account Login and Password You, if you create a Podium account
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Service providers
• Legal and other regulatory authorities
Health Data You, if you provide such information to a Client via the Services
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Service providers
• Legal and other regulatory authorities
*Note that the actual personal information collected will depend on the nature of an individual’s relationship with Podium and the specific Services provided.
If you are a California resident, you may exercise your rights under the CCPA to have personal information Podium collects about you in a data controller/business capacity by following the instructions in the Your Rights and Choices section of this Privacy Policy.
12.3 Canada
If you are located in Canada, subject to applicable law and the nature of your relationship with Podium, you may have the right to review, correct, delete, or otherwise limit our use of your personal information that has been previously provided to us. You may also have the right to access information about the ways in which your personal information is or has been used and the names of individuals and/or organizations to which your information has been disclosed. You may exercise such rights by following the instructions in the Your Rights and Choices section of this Privacy Policy.
The Office of the Privacy Commissioner of Canada drafted this FAQ to help you access your personal information when it is held by a business. You can also contact the Office of the Privacy Commissioner of Canada’s Information Centre at 1-800-282-1376 or by mail at: Office of the Privacy Commissioner, 30 Victoria Street, Gatineau, Québec K1A 1H3.
If you have any issue with how we process your personal information, or how we responded to your request, please let us know. We will try to improve our processes and provide you with additional information about our practices if you would like us to do so. If you are still not satisfied, you can lodge a complaint to the Office of the Privacy Commissioner of Canada using this online form, or to your local privacy regulators.
13. Changes to Our Privacy Policy
Podium will post any changes we make to our Privacy Policy on this page. The date the Privacy Policy was last revised is identified at the top of this page. If we make material changes to how we process personal information, we will notify Clients and Authorized Users by email to the primary email addresses specified in their accounts. If you are a Client or Authorized User, you are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting our Services and this Privacy Policy to check for any changes.
14. Contact Us
If you have questions about our Privacy Policy, our data processing practices, or our compliance with applicable privacy laws, please email us at privacy@podium.com, write to us at: Podium Corporation, Inc., Attn: Legal Department, 1650 W Digital Drive, Lehi, UT 84043, or call us via our toll-free number 1-833-276-3486.
In the event you are a user with a disability, or are supporting an individual with a disability, and are having difficulty navigating this Privacy Policy or the information linked within this Privacy Policy, please contact us at privacy@podium.com.
Effective May 15th 2026 to October 1st 2026
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Table of Contents
Podium Privacy Policy
Effective: September 1, 2024
This Privacy Policy describes how Podium Corporation, Inc. and its subsidiaries and affiliates (collectively, “Podium”, “we”, “us” and/or “our”) collects and manages your personal information - meaning information that relates to an identified or identifiable individual - as part of providing any services and products developed or administered by us, including without limitation our reputation management tools, messaging and communication tools, payment processing and related services, application programming interfaces, web and mobile applications, and any other services Podium may offer (collectively, the “Services”). Any capitalized terms used but not otherwise defined in this Privacy Policy have the meanings provided in Podium’s Terms of Service.
To jump directly to a specific section of this Privacy Policy, click on the applicable link below:
Scope
Personal Information We Collect
How We Use Personal Information
Disclosure of Your Personal Information
Cookies and Similar Technologies
Retention
Your Rights and Choices
Security
Client Practices and Links to Other Sites
Children
Data Transfers
Location-Specific Disclosures
Changes to Our Privacy Policy
Contact Us
1. Scope
This Privacy Policy primarily covers:
• “Clients”: companies, organizations, or other entities that have contracted with Podium for the Services. Where this term is used in this Privacy Policy in the context of the processing of the personal information of a Client, it refers to a Client that is an individual.
• “Authorized Users”: employees, agents, contractors, and any other users (including but not limited to Developer Partners or Third-Party Providers) whom a Client has authorized to access the Services on its behalf.
• “Customers”: individuals who are current or potential clients, customers, or patients of a Client.
In addition to the above, this Privacy Policy applies to individuals who visit www.podium.com (“Website”), which is part of the Services. In this Privacy Policy, “you” and “your” refers to you the reader, and how we process your personal information will depend on whether you are a Client, Authorized User, Customer, or Website visitor.
By using the Services or otherwise providing us with personal information, you acknowledge that your personal information will be processed and used in the manner set out in this Privacy Policy. We may amend this Privacy Policy from time to time in line with the Changes to Our Privacy Policy section below.
2. Personal Information We Collect
What personal information we collect depends on the nature of your interaction with the Services. While some personal information is collected automatically or through sources outside of Podium, most is collected when you use our Services. A breakdown of our collection practices is below. In all cases, the actual personal information we collect will vary depending on the Services used and your relationship with Podium.
2.1 Personal Information Collected Through the Services
A. Information Provided by Clients and Authorized Users
If you are a Client or an Authorized User, we collect personal information from you in connection with your Subscription Documentation and use (or prospective use) of the Services, such as:
• name;
• address and other general location details;
• email;
• date of birth;
• phone number;
• information relating to your role, such as your job title;
• content of communications sent or received via the Services, such as text messages, message attachments, transcripts of calls made or received using the Podium Phones Service and voice recordings if a Client chooses to record calls. Clients are responsible for obtaining any required consent from call participants in order to record calls made or received via Podium.
As part of our registration process and agreement to provide the Services, we may also collect additional information, such as your employer identification number, federal tax identification number, and other business-related information. When you add payment information to your account, we use a third-party service provider to collect and store your payment information.
For Clients using Podium’s Payments Service, in addition to the information listed above, Podium may also collect or receive a copy of your driver’s license or other identification documentation, a self-selected photograph of you, information about your financial account and transaction history (such as a voided check or bank statement), Social Security number of other national identification number, and business and individual public records such as liens, judgments, and lawsuits. For more information, please see the Podium Payments Service Terms.
B. Information Provided by Customers
If you are a Customer, we collect information from you through your use of the Services, which may include your use of our Webchat widget, contact forms, review invitations, Payments Service, and other related products. We also collect your personal information when you communicate with a Client via text message, phone, email, social media, or otherwise, or make a purchase from or otherwise complete a transaction with a Client.
Depending on the Services you use, we may collect personal information such as your:
• name;
• contact details, such as your phone number and email;
• address and other general location details;
• transaction information (e.g., history of goods/services ordered, date, payment method, and amount of payment);
• health information, if you are a patient of a Client in the healthcare sector;
• reviews and feedback in relation to your experience with our Clients (if you choose to provide it); and
• content of communications sent or received via the Services, such as text messages, message attachments, transcripts of calls made or received using the Podium Phones Service and voice recordings if a Client chooses to record calls. Clients are responsible for obtaining any required consent from call participants in order to record calls made or received via Podium.
C. Website Visitors
We may also collect personal information when you visit our Website to browse, request information about our Services, download a white paper, schedule a product demo, or you subscribe to our media channels (e.g., blogs, YouTube, etc.). This personal information may include your:
• name;
• email;
• phone number;
• business name;
• website; and
• job title.
If you request information about our Services using our Webchat product on our Website or you otherwise fill out a form on our Website, you agree to be bound by our Messaging Terms and Conditions. Additionally, certain information may also be collected automatically when you visit our Website. For more information, see the Information Collected Automatically subsection below.
D. Business Partners
If you are a business partner integrated with Podium or looking to do so, we collect information such as your name and contact details as part of your application to integrate with our Services.
2.2 Information Collected Automatically
We collect certain information automatically whenever anyone uses our Services - whether you are a Client, Authorized User, Customer, or Website visitor.
A. Usage Information
We automatically collect details of your use of our Services, including traffic data, location data, logs, communication records (such as time of call or text message, call duration, call completion status, source number, and destination number) and other communication-related data, and the resources you access and use through the Services. We may also create inferred or derived data, such as a summary of information included in content processed by our artificial intelligence features.
B. Widget Information
Other websites, such as our Clients’ websites, may integrate Podium’s widgets (such as Podium Webchat). When you visit a site with an embedded Podium widget, we receive certain information about you, including information about the web page you visited and other information about your device.
C. Device Information
We receive information about the device and software you use to access our Services, such as your internet protocol (IP) address, web browser type, operating system version, phone carrier and manufacturer, application installations, device identifiers, mobile advertising identifiers, and push notification tokens.
D. Information from Linked Accounts
If you choose to link our Services to a third-party account, we may receive information about you from that third party, including your profile information, photo, and use of that account. If you choose to link a Google account to our Services, Podium’s use and transfer of information received from Google APIs to any other app will adhere to the Google API Services User Data Policy. If you choose to link your Google email account to our Services, Podium may use information from the emails in your linked account to develop, train, and improve artificial intelligence and/or machine learning models personalized for you, and in doing so may transfer such information to third-party artificial intelligence tools. Please note that Podium does not use Google Workspace APIs to develop, improve, or train generalized/non-personalized artificial intelligence and/or machine learning models.
E. Information from Cookies and Similar Technologies
The information we collect automatically by cookies, web beacons, and similar technologies may include:
• information about your device, such as your device type and model and device ID (e.g., MAC address);
• information about your browser, settings (e.g., language), and operating system;
• your IP address; and
• browsing and usage activity, such as the referring domain and what content you have viewed or actions you have taken on our Services.
See the Cookies and Similar Technologies section of this Privacy Policy for more information.
F. Customer Proprietary Network Information (U.S.)
Customer proprietary network information (“CPNI”) is certain information that relates to a U.S. Client/Authorized User or Customer that Podium collects in the course of providing the Podium Phones Service, and includes information such as: phone numbers dialed and received by Clients; number of phone numbers assigned to an account; average length of calls; and call detail records and usage data. CPNI does not include basic contact information (such as name, phone number, and address).
Podium uses CPNI for the purposes described in this Privacy Policy other than for marketing purposes, and protects the confidentiality of CPNI as required by law. Podium personnel are not permitted to access, use, or share any CPNI unless they are authorized and have a legitimate business need to do so.
2.3 Personal Information Collected from Other Sources
Depending on whether you are a Client, Authorized User, Customer, or a Website visitor, we may also collect personal information about you from third parties including our marketing and service partners, identity verification and public record investigation services, and banks and other financial institutions. We may also collect information from you that is publicly available. For example, we may source information about a business from public search pages, or receive information about you if you interact with us or share your information through various social media channels.
2.4 Deidentified Information
We may at times receive or create de-identified information that can no longer reasonably be used to infer information about, or otherwise be linked to, a particular individual. We maintain and use such information in de-identified form and do not attempt to re-identify the information except as required or permitted by law.
3. How We Use Personal Information
We use your personal information to provide you and our Clients with our Services and to manage our business operations. This includes communicating with you as part of our Services, as well as use for advertising and marketing purposes and as otherwise permitted by law. The nature of how we use personal information will depend on the specific Services you use, and may vary depending on whether you are a Client, Authorized User, Customer, or Website visitor. A more detailed breakdown of how we use personal information is below.
3.1 Providing Our Services
We may use your personal information to:
• provide, maintain, improve, and enhance our Services and provide support and training related to our Services;
• determine eligibility to use certain Services;
• analyze the performance and assessing the effectiveness of our Services;
• creating and developing analytics for the benefit of our business and the businesses of our Clients;
• research purposes, including the development of new offerings; and
• to process transactions through the Services.
3.2 Advertising and Marketing
We may use your personal information to:
• send marketing communications regarding existing or new features of our Services that we think might interest you;
• display advertisements for Podium on social media and other third-party platforms;
• estimate our audience size and usage patterns; and
• enable our Clients to advertise their products and services to Customers.
Please see the Your Rights and Choices section of this Privacy Policy for details regarding your choices you have regarding marketing communications and targeted advertisements from us.
3.3 Communicating With You
We may use your personal information to communicate with you or provide information you have requested, such as:
• providing notifications in relation to the Services and other customer support;
• sending you white papers and other materials from our Website;
• providing you with our newsletters and other subscription materials;
• sending you digital receipts; and
• responding to feedback that you have provided in relation to our Services or, if you are a Customer, the products and services of our Clients.
3.4 Legal, Compliance, and Security
We may use your personal information for legal, compliance, and security-related purposes, including to:
• enforce our Terms of Service or other legal rights. Specifically, we monitor text message and other content to detect spam, fraudulent activity, and violations of our Acceptable Use Policy;
• comply with our legal obligations, including under anti-money laundering, know-your-customer, and similar laws;
• detect, prevent, and investigate security incidents and otherwise secure and protect our network and systems;
• identify and protect against fraud and other crimes;
• establish, exercise, and defend legal claims; and
• perform our contractual obligations.
4. Disclosure of Your Personal Information
In certain instances, Podium may share the personal information it processes in order to provide our Services and for other purposes, as described in detail below.
4.1 Providing the Services
We may share personal information with our Clients and their Authorized Users to provide the Services, fulfill requests, and for other purposes as described in this Privacy Policy. If you are a Customer, as part of providing the Services (for example, when you use our Webchat widget on a Client website, complete a transaction through our Payments Service, or leave a review for a Client), Podium will share your personal information with the applicable Client, such as your contact information, transaction details, and review and communication content.
If a Client integrates Podium with other applications or platforms, we may share personal information with the third-party integration partners selected by the Client when Podium is instructed to share that information as part of the Services.
We may also share personal information with third parties to provide, maintain, and improve our Services, including service providers who may access information about you to perform services on our behalf or on behalf of our Clients, such as hosting and information technology services, payment processing services, identity verification and fraud prevention services, marketing and advertising services, data analytics and personalization services, and customer support services. The Podium Service Partner page contains a list of Podium’s main service providers who process personal information on Podium’s behalf, as may be updated from time to time.
Additionally, we may share personal information we receive with our subsidiaries and affiliates for any of the purposes described in this Privacy Policy. However, we do not share personal information we collect when you opt in to receive text messages from Podium on www.podium.com or your consent with any third parties for their own purposes.
4.2 Legal, Compliance, and Security
We may share personal information if we believe it is necessary:
• to protect our rights or property, or the security or integrity of our Services;
• to enforce our Terms of Service or other applicable agreements or policies;
• to investigate, detect, and prevent fraud and security breaches, and protect us, users of our Services, and the public from harm or potentially prohibited activities;
• for public safety and in the provision of emergency services; and
• to comply with any applicable law, regulation, legal process, or governmental request (including, for example, a court order, subpoena, or search warrant).
4.3 Sale, Acquisition, Merger or Other Asset Transfers
We may share personal information with a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Podium's assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by Podium is among the assets transferred.
5. Cookies and Similar Technologies
Podium and third parties described below may use cookies, pixels, and other tracking technologies as part of providing the Services and for the purposes described in this Privacy Policy.
5.1 Tracking Technologies
A “cookie” is a small text file placed and saved in your browser when you access our Services and potentially the websites of our Clients, business partners, and other third parties. We use both session cookies (cookies that are stored only for a specific website visit) and persistent cookies (cookies that are stored beyond a specific website visit) to provide the Services and for the other purposes described in this Privacy Policy. These cookies may be set by us (first-party cookies) or by third parties that collect information on our behalf (third-party cookies), such as Google Analytics.
There are other tracking technologies, such as pixels, tags, and embedded scripts, that consist of small transparent image files or other web programming code that record how you interact with websites and mobile applications. They are often used in conjunction with cookies or other identifiers associated with your device.
5.2 How We Use These Technologies
Podium may use these technologies:
• to provide our Services (e.g., authentication within the check-out process);
• to uniquely identify you and/or your device;
• to store your preferences as part of providing the Services;
• for personalization and targeted advertising purposes;
• for security and fraud-prevention purposes;
• to analyze and monitor the performance of our Services;
• to improve and develop new Services; and
• to understand your use of the Services over time.
We use web analytics services such as Google Analytics to collect and process certain analytics data. We also use session replay services on our Services to understand and improve functionality and an individual’s experience using Services. Certain web analytics services may collect information about your use of the Website and other websites, apps, and online resources. You can learn about Google’s practices by going to https://www.google.com/policies/privacy/partners/ and opt out of them by downloading the Google Analytics opt-out browser add-on, available at: https://tools.google.com/dlpage/gaoptout.
5.3 Your Choices
A. Browser Settings
There are ways to control and/or reject the setting of cookies and similar technologies within your browser settings. As each browser is different, please consult the “help” menu within your browser. For additional information about cookies and how to control their use on various browsers and devices, you can visit http://www.allaboutcookies.org. Please be aware that depending on the Services being used, restricting cookies may prevent you from accessing and using all or part of the Services.
Do Not Track (“DNT”) is an optional browser setting that allows you to express your preferences regarding tracking across websites. Outside of the opt-out preference setting described below, we currently do not respond to DNT signals and we may continue to collect information in the manner described in this Privacy Policy from browsers that have enabled DNT or similar mechanisms.
B. Targeted Advertising Choices
Podium does not “sell” personal information in the traditional sense. We do, however, provide personal information collected on and activity from the marketing pages of our Website to third parties for the purpose of displaying advertisements for Podium to you on other platforms (otherwise known as “targeted advertising” or “cross-context behavioral advertising”). Similarly, we allow certain third-party advertising partners to use cookies and other tracking technologies on our Services to collect information about you and your online activities for interest-based advertising or other targeted content. The information they collect may be associated with your personal information or they may collect information about your online activities over time and across different websites and other online services. This information may be shared with ad networks and other content providers.
Depending on your location, you may be able to opt out of such “sales” and “sharing” through our cookie management tool that can be accessed by clicking on the “Manage Preferences” or “Do Not Sell or Share My Personal Information” links at the bottom of our Website. Please note that your opt out will be specific to the device and browser you use when you opt out, and our Website will recognize opt-out preference settings only on domains of our Website where any “selling” or “sharing” occurs.
6. Retention
We retain personal information as long as reasonably necessary to provide the Services and for the other purposes set forth in this Privacy Policy. For example, we may retain information about users of our Services in order to comply with our legal and regulatory obligations or to protect our interests as part of providing the Services.
To determine the appropriate duration of the retention of personal information, we consider the amount, nature, and sensitivity of the personal information, and if we can attain our objectives by other means, as well as our legal, regulatory, tax, accounting, and other obligations. As to each type of personal information Podium collects, the retention period will vary depending on our relationship with the applicable individual. Generally, we retain a Client’s personal information - including personal information of their Authorized Users and Customers - for the duration of our agreement with the Client plus a reasonable period following termination.
7. Your Rights and Choices
We strive to provide you with choices regarding the personal information we process about you. Depending on the nature of your relationship with Podium, you may be able to manage your personal information and preferences directly as part of the Services or by contacting Podium, as described below.
7.1 Managing Information
Your ability to update and manage the personal information we process will differ depending on your relationship with Podium and what Services you use.
A. Clients and Authorized Users
We rely on you to ensure that the information in your account is accurate, complete, and up to date and ask that you notify us of any changes to your personal information. If you are a Client or Authorized User, you may access, change, or correct certain Podium account information at any time by logging into your account. You may also submit a request here or send us an email at privacy@podium.com to request access to, correct, or delete any personal information that you have provided to us or we have collected in a data controller capacity. We may need to verify your identity before processing your request. In certain instances, we may not be able to accommodate your request due to legal, contractual, or technical restrictions. Please note that as we cannot delete all of your personal information except by also deleting your Podium account.
Clients wishing to delete or exercise other choices about the Customer data Podium processes on their behalf in a service provider/processor capacity may do so by submitting a request here or sending us an email at privacy@podium.com. In some cases, we may retain a copy of your usage records, including the personal information contained in them, to carry out necessary functions like billing, troubleshooting, and detecting, preventing, and investigating spam, fraudulent activity, and network exploits and abuse. We may also be required to preserve Client records, including those containing personal information, due to litigation, law enforcement requests, or government investigations. If we have to do this, we will delete the impacted records when we are no longer legally obligated to retain them. We may, however, retain or use records after they have been de-identified, if permitted by law.
B. Customers
When we provide our Services to our Clients and their Authorized Users, we generally act as data processor or service provider on their behalf. This means that when we receive and otherwise process information pertaining to Customers as part of providing the Services, such as Customer names, contact information, text messages, call records, etc., we do so on behalf of our Clients and in accordance with their instructions. As such, if you wish to access, modify, or delete any personal information or the content of communications Podium processes as a service provider or data processor on behalf of a Client, you should direct your request to that Client rather than to Podium.
In other instances, if applicable, contact us as described in the Contact Us section of this Privacy Policy.
If you submit a request to update, delete, or otherwise manage your personal information, we will try to help you with your request free of charge. However, we may request that you pay a reasonable fee, such as if you request a transcript or a reproduction by mail. We will only do so if we are authorized by law, and if we notified you before and you’ve accepted the fees. To avoid any fraudulent request and protect your personal information, we may ask that you provide a proof of identity with your request. We will not use such personal information for any other purposes.
We will respond to your request as soon as reasonably practicable, and within the time period required by law. Please note that in certain circumstances, we may refuse to act or impose limitations on your rights, as permitted by the applicable law. If we cannot process your request, we may inform you of the reasons why, subject to any legal or regulatory restrictions, and outline further steps available to you.
In certain cases, depending on the nature of your request, there may also be residual information that will remain within our databases and other records, which, due to applicable law or as part of Services that are in the process of being carried out, will not be removed or changed. We will also retain information relating to your request for recordkeeping and compliance purposes.
7.2 Podium Communications
As part of providing the Services, Podium (whether directly or through a third party) may send you different types of communications.
A. Marketing Communications
Podium may send you marketing and other promotional communications for new or existing Services that we think you might be interested in. These communications may include promotional emails, and marketing text messages if you have opted in to receive them. You may unsubscribe from Podium’s promotional emails via the unsubscribe link provided in such emails. To stop receiving marketing text messages from Podium, text “REMOVE” in response to any Podium marketing text message you receive. If you unsubscribe from Podium marketing text messages and wish to resubscribe, reply “JOIN.” For more information about text messages Podium sends on its own behalf, see our SMS Terms and Conditions.
Please note that you may still receive certain non-marketing communications from Podium after opting out as set forth above. These messages may include transaction-specific or account-specific communications.
If you are a Customer, our Clients may also send you marketing and promotional communications as part of their use of the Services. In these instances, please follow the instructions within those messages to opt out or reach out to the Client directly.
B. Other Communications
As part of your interaction with our Services, you may receive various non-marketing communications from Podium via email, text message, or telephone. These include, but are not limited to:
For Clients and Authorized Users:
• communications relating to Podium’s Services and demo requests (for prospective Clients);
• onboarding-related communications pertaining to setting up the Services; and/or
• communications pertaining to Services that you are using or are under your account.
For Customers:
• communications by Clients through the Services, such as appointment reminders, order statuses, payment and review requests, and other business related communications; and/or
• responding to feedback that you have provided in relation to the Services of Podium or one of our Clients.
7.3 Cookies and Similar Technologies
For information about your choices regarding Podium’s use of cookies and other similar technologies, see the Cookies and Similar Technologies section of this Privacy Policy.
8. Security
We have implemented reasonable security measures that are designed to protect the information we maintain. These measures vary based on the sensitivity of the information we collect and process. However, we cannot guarantee that the collection, transmission, and storage of personal information will always be completely secure.
Where we have given you (or you have chosen) a password for access to certain features of our Services, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. Podium strongly recommends Clients enable multi-factor authentication.
9. Client Practices and Links to Other Sites
This Privacy Policy only applies to information Podium processes when you visit our Website or otherwise use our Services. Podium’s Clients are independent third parties that maintain their own business practices and policies outside of their relationship with Podium and their use of the Services. As a result, we are not responsible for the privacy policies or data practices of our Clients.
Moreover, while visiting our Website or using the Services, you may be directed through links to third-party websites or services that are not operated or controlled by Podium. We are not responsible for the privacy practices and policies of these third parties, and we encourage you to review the privacy policies of these third parties, as their practices may differ from ours.
10. Children
Our Services are not targeted to or directed at children under the age of 13, and we do not intend to, or knowingly, collect or solicit personal information from children under the age of 13. If you have reason to believe a child under the age of 13 has provided personal information to us, we encourage the child’s parent or guardian to contact us as described in the Contact Us section of this Privacy Policy to request that we remove the information from our systems.
11. Data Transfers
Our Services are primarily hosted in the United States. If you choose to use the Services from other regions of the world with laws governing data processing that differ from those in the United States, please note that you are transferring your personal information outside of those regions to the United States for processing. Additionally, Podium (or our service providers on our behalf) may transfer your data from the United States to other regions in connection with our processing of data. We utilize appropriate safeguards for the transfer of personal information in various jurisdictions, and have implemented contractual arrangements or other measures for such purposes.
Your provision of personal information to us via the Services constitutes your consent to the transfer and processing of your personal information as described in this Privacy Policy.
12. Location-Specific Disclosures
12.1 Australia
If you are an Australian user accessing or using the Services from Australia, the Privacy Act 1988 (Cth) and the Australian Privacy Principles contained therein apply to personal information collected or held by Podium entities with an “Australian link” (within the meaning of the Privacy Act). In addition, Podium is committed to complying with other applicable commonwealth, state, or territory privacy and data protection laws and regulations.
12.2 California
The table below provides a summary of certain categories of personal information Podium collects, the sources of that personal information, and how we use and disclose that personal information, as required by the California Consumer Privacy Act of 2018, as amended (“CCPA”). For more information, please see the generally applicable sections of our Privacy Policy above.
Category of Personal Information Examples* Categories of Sources
For additional details regarding how we may obtain personal information, see the Personal Information We Collect section of this Privacy Policy.
Commercial/Business Purposes
For additional details regarding how we may use personal information we collect, see the How We Use Personal Information section of this Privacy Policy.
With Whom it is Shared
For additional details regarding how we may share personal information, see the Disclosure of Your Personal Information section of this Privacy Policy.
Identifiers Name, address, IP address, email address
• You or your devices, for example, through your use of our Services
• Business partners
• Service providers
• Clients and Authorized Users
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Advertise and market to you
• Communicate with you
• Legal, compliance, and security-related purposes
• Clients and Authorized Users
• Business partners, including advertising partners and ad networks
• Service providers
• Legal and other regulatory authorities
California Customer Records
(Cal. Civ. Code § 1798.80(e))
Name, telephone number
• You or your devices, for example, through your use of our Services
• Business partners
• Service providers
• Clients and Authorized Users
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Advertise and market to you
• Communicate with you
• L egal, compliance, and security-related purposes
• Clients and Authorized Users
• Business partners, including advertising partners and ad networks
• Service providers
• Legal and other regulatory authorities
Internet/Network Information
Website browsing activity and interactions, advertisement interactions
• You or your devices, for example, through your use of our Services
• Service providers
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Advertise and market to you
• Communicate with you
• L egal, compliance, and security-related purposes
• Service providers
• Business partners, including advertising partners and ad networks
• Legal and other regulatory authorities
Geolocation Data
Course location information based on your device activity
• You or your devices, for example, through your use of our Services
• Service providers
• Provide, maintain, and support our Services
• Advertise and market to you
• Legal, compliance, and security-related purposes
• Service providers
• Business partners, including advertising partners and ad networks
• Legal and other regulatory authorities
Sensory Information
Call recordings, transcripts, and other audio, electronic, and similar information
• You or your devices, for example, through your use of our Services
• Service providers
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Legal, compliance, and security-related purposes
• Clients and Authorized Users
• Service Providers
• Legal and other regulatory authorities
Professional or Employment Information
Job title, professional website, job application information
You, for example, if you fill out a form on our Website, create a Podium account, or apply for a role at Podium
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Legal, compliance, and security-related purposes
• Service providers
• Business partners
• Legal and other regulatory authorities
Inferences Inferences drawn from any of the above categories of personal information (e.g., preferences or characteristics)
• You or your devices, for example, through your use of our Services
• Clients and Authorized Users
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Advertise and market to you
• Legal, compliance, and security-related purposes
• Clients and Authorized Users
• Business partners
• Service providers
• Legal and other regulatory authorities
Sensitive Information
Podium does not “sell” or “share” sensitive personal information, or otherwise use or disclose sensitive personal information for purposes other than those specified in § 1798.121(a) of the CCPA.
Social Security Number You, for example, if you sign up for the Podium Payments Service
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Service providers
• Legal and other regulatory authorities
Driver’s License or State ID Number You, for example, if you sign up for the Podium Payments Service
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Service providers
• Legal and other regulatory authorities
Account Login and Password You, if you create a Podium account
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Service providers
• Legal and other regulatory authorities
Health Data You, if you provide such information to a Client via the Services
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Service providers
• Legal and other regulatory authorities
*Note that the actual personal information collected will depend on the nature of an individual’s relationship with Podium and the specific Services provided.
If you are a California resident, you may exercise your rights under the CCPA to have personal information Podium collects about you in a data controller/business capacity by following the instructions in the Your Rights and Choices section of this Privacy Policy.
12.3 Canada
If you are located in Canada, subject to applicable law and the nature of your relationship with Podium, you may have the right to review, correct, delete, or otherwise limit our use of your personal information that has been previously provided to us. You may also have the right to access information about the ways in which your personal information is or has been used and the names of individuals and/or organizations to which your information has been disclosed. You may exercise such rights by following the instructions in the Your Rights and Choices section of this Privacy Policy.
The Office of the Privacy Commissioner of Canada drafted this FAQ to help you access your personal information when it is held by a business. You can also contact the Office of the Privacy Commissioner of Canada’s Information Centre at 1-800-282-1376 or by mail at: Office of the Privacy Commissioner, 30 Victoria Street, Gatineau, Québec K1A 1H3.
If you have any issue with how we process your personal information, or how we responded to your request, please let us know. We will try to improve our processes and provide you with additional information about our practices if you would like us to do so. If you are still not satisfied, you can lodge a complaint to the Office of the Privacy Commissioner of Canada using this online form, or to your local privacy regulators.
13. Changes to Our Privacy Policy
Podium will post any changes we make to our Privacy Policy on this page. The date the Privacy Policy was last revised is identified at the top of this page. If we make material changes to how we process personal information, we will notify Clients and Authorized Users by email to the primary email addresses specified in their accounts. If you are a Client or Authorized User, you are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting our Services and this Privacy Policy to check for any changes.
14. Contact Us
If you have questions about our Privacy Policy, our data processing practices, or our compliance with applicable privacy laws, please email us at privacy@podium.com, write to us at: Podium Corporation, Inc., Attn: Legal Department, 1650 W Digital Drive, Lehi, UT 84043, or call us via our toll-free number 1-833-276-3486.
In the event you are a user with a disability, or are supporting an individual with a disability, and are having difficulty navigating this Privacy Policy or the information linked within this Privacy Policy, please contact us at privacy@podium.com.
Effective May 15th 2026 to May 15th 2026
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Table of Contents
Podium Privacy Policy
Effective: September 1, 2024
This Privacy Policy describes how Podium Corporation, Inc. and its subsidiaries and affiliates (collectively, “Podium”, “we”, “us” and/or “our”) collects and manages your personal information - meaning information that relates to an identified or identifiable individual - as part of providing any services and products developed or administered by us, including without limitation our reputation management tools, messaging and communication tools, payment processing and related services, application programming interfaces, web and mobile applications, and any other services Podium may offer (collectively, the “Services”). Any capitalized terms used but not otherwise defined in this Privacy Policy have the meanings provided in Podium’s Terms of Service.
To jump directly to a specific section of this Privacy Policy, click on the applicable link below:
Scope
Personal Information We Collect
How We Use Personal Information
Disclosure of Your Personal Information
Cookies and Similar Technologies
Retention
Your Rights and Choices
Security
Client Practices and Links to Other Sites
Children
Data Transfers
Location-Specific Disclosures
Changes to Our Privacy Policy
Contact Us
1. Scope
This Privacy Policy primarily covers:
• “Clients”: companies, organizations, or other entities that have contracted with Podium for the Services. Where this term is used in this Privacy Policy in the context of the processing of the personal information of a Client, it refers to a Client that is an individual.
• “Authorized Users”: employees, agents, contractors, and any other users (including but not limited to Developer Partners or Third-Party Providers) whom a Client has authorized to access the Services on its behalf.
• “Customers”: individuals who are current or potential clients, customers, or patients of a Client.
In addition to the above, this Privacy Policy applies to individuals who visit www.podium.com (“Website”), which is part of the Services. In this Privacy Policy, “you” and “your” refers to you the reader, and how we process your personal information will depend on whether you are a Client, Authorized User, Customer, or Website visitor.
By using the Services or otherwise providing us with personal information, you acknowledge that your personal information will be processed and used in the manner set out in this Privacy Policy. We may amend this Privacy Policy from time to time in line with the Changes to Our Privacy Policy section below.
2. Personal Information We Collect
What personal information we collect depends on the nature of your interaction with the Services. While some personal information is collected automatically or through sources outside of Podium, most is collected when you use our Services. A breakdown of our collection practices is below. In all cases, the actual personal information we collect will vary depending on the Services used and your relationship with Podium.
2.1 Personal Information Collected Through the Services
A. Information Provided by Clients and Authorized Users
If you are a Client or an Authorized User, we collect personal information from you in connection with your Subscription Documentation and use (or prospective use) of the Services, such as:
• name;
• address and other general location details;
• email;
• date of birth;
• phone number;
• information relating to your role, such as your job title;
• content of communications sent or received via the Services, such as text messages, message attachments, transcripts of calls made or received using the Podium Phones Service and voice recordings if a Client chooses to record calls. Clients are responsible for obtaining any required consent from call participants in order to record calls made or received via Podium.
As part of our registration process and agreement to provide the Services, we may also collect additional information, such as your employer identification number, federal tax identification number, and other business-related information. When you add payment information to your account, we use a third-party service provider to collect and store your payment information.
For Clients using Podium’s Payments Service, in addition to the information listed above, Podium may also collect or receive a copy of your driver’s license or other identification documentation, a self-selected photograph of you, information about your financial account and transaction history (such as a voided check or bank statement), Social Security number of other national identification number, and business and individual public records such as liens, judgments, and lawsuits. For more information, please see the Podium Payments Service Terms.
B. Information Provided by Customers
If you are a Customer, we collect information from you through your use of the Services, which may include your use of our Webchat widget, contact forms, review invitations, Payments Service, and other related products. We also collect your personal information when you communicate with a Client via text message, phone, email, social media, or otherwise, or make a purchase from or otherwise complete a transaction with a Client.
Depending on the Services you use, we may collect personal information such as your:
• name;
• contact details, such as your phone number and email;
• address and other general location details;
• transaction information (e.g., history of goods/services ordered, date, payment method, and amount of payment);
• health information, if you are a patient of a Client in the healthcare sector;
• reviews and feedback in relation to your experience with our Clients (if you choose to provide it); and
• content of communications sent or received via the Services, such as text messages, message attachments, transcripts of calls made or received using the Podium Phones Service and voice recordings if a Client chooses to record calls. Clients are responsible for obtaining any required consent from call participants in order to record calls made or received via Podium.
C. Website Visitors
We may also collect personal information when you visit our Website to browse, request information about our Services, download a white paper, schedule a product demo, or you subscribe to our media channels (e.g., blogs, YouTube, etc.). This personal information may include your:
• name;
• email;
• phone number;
• business name;
• website; and
• job title.
If you request information about our Services using our Webchat product on our Website or you otherwise fill out a form on our Website, you agree to be bound by our Messaging Terms and Conditions. Additionally, certain information may also be collected automatically when you visit our Website. For more information, see the Information Collected Automatically subsection below.
D. Business Partners
If you are a business partner integrated with Podium or looking to do so, we collect information such as your name and contact details as part of your application to integrate with our Services.
2.2 Information Collected Automatically
We collect certain information automatically whenever anyone uses our Services - whether you are a Client, Authorized User, Customer, or Website visitor.
A. Usage Information
We automatically collect details of your use of our Services, including traffic data, location data, logs, communication records (such as time of call or text message, call duration, call completion status, source number, and destination number) and other communication-related data, and the resources you access and use through the Services. We may also create inferred or derived data, such as a summary of information included in content processed by our artificial intelligence features.
B. Widget Information
Other websites, such as our Clients’ websites, may integrate Podium’s widgets (such as Podium Webchat). When you visit a site with an embedded Podium widget, we receive certain information about you, including information about the web page you visited and other information about your device.
C. Device Information
We receive information about the device and software you use to access our Services, such as your internet protocol (IP) address, web browser type, operating system version, phone carrier and manufacturer, application installations, device identifiers, mobile advertising identifiers, and push notification tokens.
D. Information from Linked Accounts
If you choose to link our Services to a third-party account, we may receive information about you from that third party, including your profile information, photo, and use of that account. If you choose to link a Google account to our Services, Podium’s use and transfer of information received from Google APIs to any other app will adhere to the Google API Services User Data Policy. If you choose to link your Google email account to our Services, Podium may use information from the emails in your linked account to develop, train, and improve artificial intelligence and/or machine learning models personalized for you, and in doing so may transfer such information to third-party artificial intelligence tools. Please note that Podium does not use Google Workspace APIs to develop, improve, or train generalized/non-personalized artificial intelligence and/or machine learning models.
E. Information from Cookies and Similar Technologies
The information we collect automatically by cookies, web beacons, and similar technologies may include:
• information about your device, such as your device type and model and device ID (e.g., MAC address);
• information about your browser, settings (e.g., language), and operating system;
• your IP address; and
• browsing and usage activity, such as the referring domain and what content you have viewed or actions you have taken on our Services.
See the Cookies and Similar Technologies section of this Privacy Policy for more information.
F. Customer Proprietary Network Information (U.S.)
Customer proprietary network information (“CPNI”) is certain information that relates to a U.S. Client/Authorized User or Customer that Podium collects in the course of providing the Podium Phones Service, and includes information such as: phone numbers dialed and received by Clients; number of phone numbers assigned to an account; average length of calls; and call detail records and usage data. CPNI does not include basic contact information (such as name, phone number, and address).
Podium uses CPNI for the purposes described in this Privacy Policy other than for marketing purposes, and protects the confidentiality of CPNI as required by law. Podium personnel are not permitted to access, use, or share any CPNI unless they are authorized and have a legitimate business need to do so.
2.3 Personal Information Collected from Other Sources
Depending on whether you are a Client, Authorized User, Customer, or a Website visitor, we may also collect personal information about you from third parties including our marketing and service partners, identity verification and public record investigation services, and banks and other financial institutions. We may also collect information from you that is publicly available. For example, we may source information about a business from public search pages, or receive information about you if you interact with us or share your information through various social media channels.
2.4 Deidentified Information
We may at times receive or create de-identified information that can no longer reasonably be used to infer information about, or otherwise be linked to, a particular individual. We maintain and use such information in de-identified form and do not attempt to re-identify the information except as required or permitted by law.
3. How We Use Personal Information
We use your personal information to provide you and our Clients with our Services and to manage our business operations. This includes communicating with you as part of our Services, as well as use for advertising and marketing purposes and as otherwise permitted by law. The nature of how we use personal information will depend on the specific Services you use, and may vary depending on whether you are a Client, Authorized User, Customer, or Website visitor. A more detailed breakdown of how we use personal information is below.
3.1 Providing Our Services
We may use your personal information to:
• provide, maintain, improve, and enhance our Services and provide support and training related to our Services;
• determine eligibility to use certain Services;
• analyze the performance and assessing the effectiveness of our Services;
• creating and developing analytics for the benefit of our business and the businesses of our Clients;
• research purposes, including the development of new offerings; and
• to process transactions through the Services.
3.2 Advertising and Marketing
We may use your personal information to:
• send marketing communications regarding existing or new features of our Services that we think might interest you;
• display advertisements for Podium on social media and other third-party platforms;
• estimate our audience size and usage patterns; and
• enable our Clients to advertise their products and services to Customers.
Please see the Your Rights and Choices section of this Privacy Policy for details regarding your choices you have regarding marketing communications and targeted advertisements from us.
3.3 Communicating With You
We may use your personal information to communicate with you or provide information you have requested, such as:
• providing notifications in relation to the Services and other customer support;
• sending you white papers and other materials from our Website;
• providing you with our newsletters and other subscription materials;
• sending you digital receipts; and
• responding to feedback that you have provided in relation to our Services or, if you are a Customer, the products and services of our Clients.
3.4 Legal, Compliance, and Security
We may use your personal information for legal, compliance, and security-related purposes, including to:
• enforce our Terms of Service or other legal rights. Specifically, we monitor text message and other content to detect spam, fraudulent activity, and violations of our Acceptable Use Policy;
• comply with our legal obligations, including under anti-money laundering, know-your-customer, and similar laws;
• detect, prevent, and investigate security incidents and otherwise secure and protect our network and systems;
• identify and protect against fraud and other crimes;
• establish, exercise, and defend legal claims; and
• perform our contractual obligations.
4. Disclosure of Your Personal Information
In certain instances, Podium may share the personal information it processes in order to provide our Services and for other purposes, as described in detail below.
4.1 Providing the Services
We may share personal information with our Clients and their Authorized Users to provide the Services, fulfill requests, and for other purposes as described in this Privacy Policy. If you are a Customer, as part of providing the Services (for example, when you use our Webchat widget on a Client website, complete a transaction through our Payments Service, or leave a review for a Client), Podium will share your personal information with the applicable Client, such as your contact information, transaction details, and review and communication content.
If a Client integrates Podium with other applications or platforms, we may share personal information with the third-party integration partners selected by the Client when Podium is instructed to share that information as part of the Services.
We may also share personal information with third parties to provide, maintain, and improve our Services, including service providers who may access information about you to perform services on our behalf or on behalf of our Clients, such as hosting and information technology services, payment processing services, identity verification and fraud prevention services, marketing and advertising services, data analytics and personalization services, and customer support services. The Podium Service Partner page contains a list of Podium’s main service providers who process personal information on Podium’s behalf, as may be updated from time to time.
Additionally, we may share personal information we receive with our subsidiaries and affiliates for any of the purposes described in this Privacy Policy. However, we do not share personal information we collect when you opt in to receive text messages from Podium on www.podium.com or your consent with any third parties for their own purposes.
4.2 Legal, Compliance, and Security
We may share personal information if we believe it is necessary:
• to protect our rights or property, or the security or integrity of our Services;
• to enforce our Terms of Service or other applicable agreements or policies;
• to investigate, detect, and prevent fraud and security breaches, and protect us, users of our Services, and the public from harm or potentially prohibited activities;
• for public safety and in the provision of emergency services; and
• to comply with any applicable law, regulation, legal process, or governmental request (including, for example, a court order, subpoena, or search warrant).
4.3 Sale, Acquisition, Merger or Other Asset Transfers
We may share personal information with a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Podium's assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by Podium is among the assets transferred.
5. Cookies and Similar Technologies
Podium and third parties described below may use cookies, pixels, and other tracking technologies as part of providing the Services and for the purposes described in this Privacy Policy.
5.1 Tracking Technologies
A “cookie” is a small text file placed and saved in your browser when you access our Services and potentially the websites of our Clients, business partners, and other third parties. We use both session cookies (cookies that are stored only for a specific website visit) and persistent cookies (cookies that are stored beyond a specific website visit) to provide the Services and for the other purposes described in this Privacy Policy. These cookies may be set by us (first-party cookies) or by third parties that collect information on our behalf (third-party cookies), such as Google Analytics.
There are other tracking technologies, such as pixels, tags, and embedded scripts, that consist of small transparent image files or other web programming code that record how you interact with websites and mobile applications. They are often used in conjunction with cookies or other identifiers associated with your device.
5.2 How We Use These Technologies
Podium may use these technologies:
• to provide our Services (e.g., authentication within the check-out process);
• to uniquely identify you and/or your device;
• to store your preferences as part of providing the Services;
• for personalization and targeted advertising purposes;
• for security and fraud-prevention purposes;
• to analyze and monitor the performance of our Services;
• to improve and develop new Services; and
• to understand your use of the Services over time.
We use web analytics services such as Google Analytics to collect and process certain analytics data. We also use session replay services on our Services to understand and improve functionality and an individual’s experience using Services. Certain web analytics services may collect information about your use of the Website and other websites, apps, and online resources. You can learn about Google’s practices by going to https://www.google.com/policies/privacy/partners/ and opt out of them by downloading the Google Analytics opt-out browser add-on, available at: https://tools.google.com/dlpage/gaoptout.
5.3 Your Choices
A. Browser Settings
There are ways to control and/or reject the setting of cookies and similar technologies within your browser settings. As each browser is different, please consult the “help” menu within your browser. For additional information about cookies and how to control their use on various browsers and devices, you can visit http://www.allaboutcookies.org. Please be aware that depending on the Services being used, restricting cookies may prevent you from accessing and using all or part of the Services.
Do Not Track (“DNT”) is an optional browser setting that allows you to express your preferences regarding tracking across websites. Outside of the opt-out preference setting described below, we currently do not respond to DNT signals and we may continue to collect information in the manner described in this Privacy Policy from browsers that have enabled DNT or similar mechanisms.
B. Targeted Advertising Choices
Podium does not “sell” personal information in the traditional sense. We do, however, provide personal information collected on and activity from the marketing pages of our Website to third parties for the purpose of displaying advertisements for Podium to you on other platforms (otherwise known as “targeted advertising” or “cross-context behavioral advertising”). Similarly, we allow certain third-party advertising partners to use cookies and other tracking technologies on our Services to collect information about you and your online activities for interest-based advertising or other targeted content. The information they collect may be associated with your personal information or they may collect information about your online activities over time and across different websites and other online services. This information may be shared with ad networks and other content providers.
Depending on your location, you may be able to opt out of such “sales” and “sharing” through our cookie management tool that can be accessed by clicking on the “Manage Preferences” or “Do Not Sell or Share My Personal Information” links at the bottom of our Website. Please note that your opt out will be specific to the device and browser you use when you opt out, and our Website will recognize opt-out preference settings only on domains of our Website where any “selling” or “sharing” occurs.
6. Retention
We retain personal information as long as reasonably necessary to provide the Services and for the other purposes set forth in this Privacy Policy. For example, we may retain information about users of our Services in order to comply with our legal and regulatory obligations or to protect our interests as part of providing the Services.
To determine the appropriate duration of the retention of personal information, we consider the amount, nature, and sensitivity of the personal information, and if we can attain our objectives by other means, as well as our legal, regulatory, tax, accounting, and other obligations. As to each type of personal information Podium collects, the retention period will vary depending on our relationship with the applicable individual. Generally, we retain a Client’s personal information - including personal information of their Authorized Users and Customers - for the duration of our agreement with the Client plus a reasonable period following termination.
7. Your Rights and Choices
We strive to provide you with choices regarding the personal information we process about you. Depending on the nature of your relationship with Podium, you may be able to manage your personal information and preferences directly as part of the Services or by contacting Podium, as described below.
7.1 Managing Information
Your ability to update and manage the personal information we process will differ depending on your relationship with Podium and what Services you use.
A. Clients and Authorized Users
We rely on you to ensure that the information in your account is accurate, complete, and up to date and ask that you notify us of any changes to your personal information. If you are a Client or Authorized User, you may access, change, or correct certain Podium account information at any time by logging into your account. You may also submit a request here or send us an email at privacy@podium.com to request access to, correct, or delete any personal information that you have provided to us or we have collected in a data controller capacity. We may need to verify your identity before processing your request. In certain instances, we may not be able to accommodate your request due to legal, contractual, or technical restrictions. Please note that as we cannot delete all of your personal information except by also deleting your Podium account.
Clients wishing to delete or exercise other choices about the Customer data Podium processes on their behalf in a service provider/processor capacity may do so by submitting a request here or sending us an email at privacy@podium.com. In some cases, we may retain a copy of your usage records, including the personal information contained in them, to carry out necessary functions like billing, troubleshooting, and detecting, preventing, and investigating spam, fraudulent activity, and network exploits and abuse. We may also be required to preserve Client records, including those containing personal information, due to litigation, law enforcement requests, or government investigations. If we have to do this, we will delete the impacted records when we are no longer legally obligated to retain them. We may, however, retain or use records after they have been de-identified, if permitted by law.
B. Customers
When we provide our Services to our Clients and their Authorized Users, we generally act as data processor or service provider on their behalf. This means that when we receive and otherwise process information pertaining to Customers as part of providing the Services, such as Customer names, contact information, text messages, call records, etc., we do so on behalf of our Clients and in accordance with their instructions. As such, if you wish to access, modify, or delete any personal information or the content of communications Podium processes as a service provider or data processor on behalf of a Client, you should direct your request to that Client rather than to Podium.
In other instances, if applicable, contact us as described in the Contact Us section of this Privacy Policy.
If you submit a request to update, delete, or otherwise manage your personal information, we will try to help you with your request free of charge. However, we may request that you pay a reasonable fee, such as if you request a transcript or a reproduction by mail. We will only do so if we are authorized by law, and if we notified you before and you’ve accepted the fees. To avoid any fraudulent request and protect your personal information, we may ask that you provide a proof of identity with your request. We will not use such personal information for any other purposes.
We will respond to your request as soon as reasonably practicable, and within the time period required by law. Please note that in certain circumstances, we may refuse to act or impose limitations on your rights, as permitted by the applicable law. If we cannot process your request, we may inform you of the reasons why, subject to any legal or regulatory restrictions, and outline further steps available to you.
In certain cases, depending on the nature of your request, there may also be residual information that will remain within our databases and other records, which, due to applicable law or as part of Services that are in the process of being carried out, will not be removed or changed. We will also retain information relating to your request for recordkeeping and compliance purposes.
7.2 Podium Communications
As part of providing the Services, Podium (whether directly or through a third party) may send you different types of communications.
A. Marketing Communications
Podium may send you marketing and other promotional communications for new or existing Services that we think you might be interested in. These communications may include promotional emails, and marketing text messages if you have opted in to receive them. You may unsubscribe from Podium’s promotional emails via the unsubscribe link provided in such emails. To stop receiving marketing text messages from Podium, text “REMOVE” in response to any Podium marketing text message you receive. If you unsubscribe from Podium marketing text messages and wish to resubscribe, reply “JOIN.” For more information about text messages Podium sends on its own behalf, see our SMS Terms and Conditions.
Please note that you may still receive certain non-marketing communications from Podium after opting out as set forth above. These messages may include transaction-specific or account-specific communications.
If you are a Customer, our Clients may also send you marketing and promotional communications as part of their use of the Services. In these instances, please follow the instructions within those messages to opt out or reach out to the Client directly.
B. Other Communications
As part of your interaction with our Services, you may receive various non-marketing communications from Podium via email, text message, or telephone. These include, but are not limited to:
For Clients and Authorized Users:
• communications relating to Podium’s Services and demo requests (for prospective Clients);
• onboarding-related communications pertaining to setting up the Services; and/or
• communications pertaining to Services that you are using or are under your account.
For Customers:
• communications by Clients through the Services, such as appointment reminders, order statuses, payment and review requests, and other business related communications; and/or
• responding to feedback that you have provided in relation to the Services of Podium or one of our Clients.
7.3 Cookies and Similar Technologies
For information about your choices regarding Podium’s use of cookies and other similar technologies, see the Cookies and Similar Technologies section of this Privacy Policy.
8. Security
We have implemented reasonable security measures that are designed to protect the information we maintain. These measures vary based on the sensitivity of the information we collect and process. However, we cannot guarantee that the collection, transmission, and storage of personal information will always be completely secure.
Where we have given you (or you have chosen) a password for access to certain features of our Services, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. Podium strongly recommends Clients enable multi-factor authentication.
9. Client Practices and Links to Other Sites
This Privacy Policy only applies to information Podium processes when you visit our Website or otherwise use our Services. Podium’s Clients are independent third parties that maintain their own business practices and policies outside of their relationship with Podium and their use of the Services. As a result, we are not responsible for the privacy policies or data practices of our Clients.
Moreover, while visiting our Website or using the Services, you may be directed through links to third-party websites or services that are not operated or controlled by Podium. We are not responsible for the privacy practices and policies of these third parties, and we encourage you to review the privacy policies of these third parties, as their practices may differ from ours.
10. Children
Our Services are not targeted to or directed at children under the age of 13, and we do not intend to, or knowingly, collect or solicit personal information from children under the age of 13. If you have reason to believe a child under the age of 13 has provided personal information to us, we encourage the child’s parent or guardian to contact us as described in the Contact Us section of this Privacy Policy to request that we remove the information from our systems.
11. Data Transfers
Our Services are primarily hosted in the United States. If you choose to use the Services from other regions of the world with laws governing data processing that differ from those in the United States, please note that you are transferring your personal information outside of those regions to the United States for processing. Additionally, Podium (or our service providers on our behalf) may transfer your data from the United States to other regions in connection with our processing of data. We utilize appropriate safeguards for the transfer of personal information in various jurisdictions, and have implemented contractual arrangements or other measures for such purposes.
Your provision of personal information to us via the Services constitutes your consent to the transfer and processing of your personal information as described in this Privacy Policy.
12. Location-Specific Disclosures
12.1 Australia
If you are an Australian user accessing or using the Services from Australia, the Privacy Act 1988 (Cth) and the Australian Privacy Principles contained therein apply to personal information collected or held by Podium entities with an “Australian link” (within the meaning of the Privacy Act). In addition, Podium is committed to complying with other applicable commonwealth, state, or territory privacy and data protection laws and regulations.
12.2 California
The table below provides a summary of certain categories of personal information Podium collects, the sources of that personal information, and how we use and disclose that personal information, as required by the California Consumer Privacy Act of 2018, as amended (“CCPA”). For more information, please see the generally applicable sections of our Privacy Policy above.
Category of Personal Information Examples* Categories of Sources
For additional details regarding how we may obtain personal information, see the Personal Information We Collect section of this Privacy Policy.
Commercial/Business Purposes
For additional details regarding how we may use personal information we collect, see the How We Use Personal Information section of this Privacy Policy.
With Whom it is Shared
For additional details regarding how we may share personal information, see the Disclosure of Your Personal Information section of this Privacy Policy.
Identifiers Name, address, IP address, email address
• You or your devices, for example, through your use of our Services
• Business partners
• Service providers
• Clients and Authorized Users
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Advertise and market to you
• Communicate with you
• Legal, compliance, and security-related purposes
• Clients and Authorized Users
• Business partners, including advertising partners and ad networks
• Service providers
• Legal and other regulatory authorities
California Customer Records
(Cal. Civ. Code § 1798.80(e))
Name, telephone number
• You or your devices, for example, through your use of our Services
• Business partners
• Service providers
• Clients and Authorized Users
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Advertise and market to you
• Communicate with you
• L egal, compliance, and security-related purposes
• Clients and Authorized Users
• Business partners, including advertising partners and ad networks
• Service providers
• Legal and other regulatory authorities
Internet/Network Information
Website browsing activity and interactions, advertisement interactions
• You or your devices, for example, through your use of our Services
• Service providers
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Advertise and market to you
• Communicate with you
• L egal, compliance, and security-related purposes
• Service providers
• Business partners, including advertising partners and ad networks
• Legal and other regulatory authorities
Geolocation Data
Course location information based on your device activity
• You or your devices, for example, through your use of our Services
• Service providers
• Provide, maintain, and support our Services
• Advertise and market to you
• Legal, compliance, and security-related purposes
• Service providers
• Business partners, including advertising partners and ad networks
• Legal and other regulatory authorities
Sensory Information
Call recordings, transcripts, and other audio, electronic, and similar information
• You or your devices, for example, through your use of our Services
• Service providers
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Legal, compliance, and security-related purposes
• Clients and Authorized Users
• Service Providers
• Legal and other regulatory authorities
Professional or Employment Information
Job title, professional website, job application information
You, for example, if you fill out a form on our Website, create a Podium account, or apply for a role at Podium
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Legal, compliance, and security-related purposes
• Service providers
• Business partners
• Legal and other regulatory authorities
Inferences Inferences drawn from any of the above categories of personal information (e.g., preferences or characteristics)
• You or your devices, for example, through your use of our Services
• Clients and Authorized Users
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Advertise and market to you
• Legal, compliance, and security-related purposes
• Clients and Authorized Users
• Business partners
• Service providers
• Legal and other regulatory authorities
Sensitive Information
Podium does not “sell” or “share” sensitive personal information, or otherwise use or disclose sensitive personal information for purposes other than those specified in § 1798.121(a) of the CCPA.
Social Security Number You, for example, if you sign up for the Podium Payments Service
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Service providers
• Legal and other regulatory authorities
Driver’s License or State ID Number You, for example, if you sign up for the Podium Payments Service
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Service providers
• Legal and other regulatory authorities
Account Login and Password You, if you create a Podium account
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Service providers
• Legal and other regulatory authorities
Health Data You, if you provide such information to a Client via the Services
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Service providers
• Legal and other regulatory authorities
*Note that the actual personal information collected will depend on the nature of an individual’s relationship with Podium and the specific Services provided.
If you are a California resident, you may exercise your rights under the CCPA to have personal information Podium collects about you in a data controller/business capacity by following the instructions in the Your Rights and Choices section of this Privacy Policy.
12.3 Canada
If you are located in Canada, subject to applicable law and the nature of your relationship with Podium, you may have the right to review, correct, delete, or otherwise limit our use of your personal information that has been previously provided to us. You may also have the right to access information about the ways in which your personal information is or has been used and the names of individuals and/or organizations to which your information has been disclosed. You may exercise such rights by following the instructions in the Your Rights and Choices section of this Privacy Policy.
The Office of the Privacy Commissioner of Canada drafted this FAQ to help you access your personal information when it is held by a business. You can also contact the Office of the Privacy Commissioner of Canada’s Information Centre at 1-800-282-1376 or by mail at: Office of the Privacy Commissioner, 30 Victoria Street, Gatineau, Québec K1A 1H3.
If you have any issue with how we process your personal information, or how we responded to your request, please let us know. We will try to improve our processes and provide you with additional information about our practices if you would like us to do so. If you are still not satisfied, you can lodge a complaint to the Office of the Privacy Commissioner of Canada using this online form, or to your local privacy regulators.
13. Changes to Our Privacy Policy
Podium will post any changes we make to our Privacy Policy on this page. The date the Privacy Policy was last revised is identified at the top of this page. If we make material changes to how we process personal information, we will notify Clients and Authorized Users by email to the primary email addresses specified in their accounts. If you are a Client or Authorized User, you are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting our Services and this Privacy Policy to check for any changes.
14. Contact Us
If you have questions about our Privacy Policy, our data processing practices, or our compliance with applicable privacy laws, please email us at privacy@podium.com, write to us at: Podium Corporation, Inc., Attn: Legal Department, 1650 W Digital Drive, Lehi, UT 84043, or call us via our toll-free number 1-833-276-3486.
In the event you are a user with a disability, or are supporting an individual with a disability, and are having difficulty navigating this Privacy Policy or the information linked within this Privacy Policy, please contact us at privacy@podium.com.
Effective August 28th 2024 to May 15th 2026
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Table of Contents
Podium Privacy Policy
Effective: September 1, 2024
This Privacy Policy describes how Podium Corporation, Inc. and its subsidiaries and affiliates (collectively, “Podium”, “we”, “us” and/or “our”) collects and manages your personal information - meaning information that relates to an identified or identifiable individual - as part of providing any services and products developed or administered by us, including without limitation our reputation management tools, messaging and communication tools, payment processing and related services, application programming interfaces, web and mobile applications, and any other services Podium may offer (collectively, the “Services”). Any capitalized terms used but not otherwise defined in this Privacy Policy have the meanings provided in Podium’s Terms of Service.
To jump directly to a specific section of this Privacy Policy, click on the applicable link below:
Scope
Personal Information We Collect
How We Use Personal Information
Disclosure of Your Personal Information
Cookies and Similar Technologies
Retention
Your Rights and Choices
Security
Client Practices and Links to Other Sites
Children
Data Transfers
Location-Specific Disclosures
Changes to Our Privacy Policy
Contact Us
1. Scope
This Privacy Policy primarily covers:
• “Clients”: companies, organizations, or other entities that have contracted with Podium for the Services. Where this term is used in this Privacy Policy in the context of the processing of the personal information of a Client, it refers to a Client that is an individual.
• “Authorized Users”: employees, agents, contractors, and any other users (including but not limited to Developer Partners or Third-Party Providers) whom a Client has authorized to access the Services on its behalf.
• “Customers”: individuals who are current or potential clients, customers, or patients of a Client.
In addition to the above, this Privacy Policy applies to individuals who visit www.podium.com (“Website”), which is part of the Services. In this Privacy Policy, “you” and “your” refers to you the reader, and how we process your personal information will depend on whether you are a Client, Authorized User, Customer, or Website visitor.
By using the Services or otherwise providing us with personal information, you acknowledge that your personal information will be processed and used in the manner set out in this Privacy Policy. We may amend this Privacy Policy from time to time in line with the Changes to Our Privacy Policy section below.
2. Personal Information We Collect
What personal information we collect depends on the nature of your interaction with the Services. While some personal information is collected automatically or through sources outside of Podium, most is collected when you use our Services. A breakdown of our collection practices is below. In all cases, the actual personal information we collect will vary depending on the Services used and your relationship with Podium.
2.1 Personal Information Collected Through the Services
A. Information Provided by Clients and Authorized Users
If you are a Client or an Authorized User, we collect personal information from you in connection with your Subscription Documentation and use (or prospective use) of the Services, such as:
• name;
• address and other general location details;
• email;
• date of birth;
• phone number;
• information relating to your role, such as your job title;
• content of communications sent or received via the Services, such as text messages, message attachments, transcripts of calls made or received using the Podium Phones Service and voice recordings if a Client chooses to record calls. Clients are responsible for obtaining any required consent from call participants in order to record calls made or received via Podium.
As part of our registration process and agreement to provide the Services, we may also collect additional information, such as your employer identification number, federal tax identification number, and other business-related information. When you add payment information to your account, we use a third-party service provider to collect and store your payment information.
For Clients using Podium’s Payments Service, in addition to the information listed above, Podium may also collect or receive a copy of your driver’s license or other identification documentation, a self-selected photograph of you, information about your financial account and transaction history (such as a voided check or bank statement), Social Security number of other national identification number, and business and individual public records such as liens, judgments, and lawsuits. For more information, please see the Podium Payments Service Terms.
B. Information Provided by Customers
If you are a Customer, we collect information from you through your use of the Services, which may include your use of our Webchat widget, contact forms, review invitations, Payments Service, and other related products. We also collect your personal information when you communicate with a Client via text message, phone, email, social media, or otherwise, or make a purchase from or otherwise complete a transaction with a Client.
Depending on the Services you use, we may collect personal information such as your:
• name;
• contact details, such as your phone number and email;
• address and other general location details;
• transaction information (e.g., history of goods/services ordered, date, payment method, and amount of payment);
• health information, if you are a patient of a Client in the healthcare sector;
• reviews and feedback in relation to your experience with our Clients (if you choose to provide it); and
• content of communications sent or received via the Services, such as text messages, message attachments, transcripts of calls made or received using the Podium Phones Service and voice recordings if a Client chooses to record calls. Clients are responsible for obtaining any required consent from call participants in order to record calls made or received via Podium.
C. Website Visitors
We may also collect personal information when you visit our Website to browse, request information about our Services, download a white paper, schedule a product demo, or you subscribe to our media channels (e.g., blogs, YouTube, etc.). This personal information may include your:
• name;
• email;
• phone number;
• business name;
• website; and
• job title.
Certain information may also be collected automatically when you visit our Website. For more information, see the Information Collected Automatically subsection below.
D. Business Partners
If you are a business partner integrated with Podium or looking to do so, we collect information such as your name and contact details as part of your application to integrate with our Services.
2.2 Information Collected Automatically
We collect certain information automatically whenever anyone uses our Services - whether you are a Client, Authorized User, Customer, or Website visitor.
A. Usage Information
We automatically collect details of your use of our Services, including traffic data, location data, logs, communication records (such as time of call or text message, call duration, call completion status, source number, and destination number) and other communication-related data, and the resources you access and use through the Services. We may also create inferred or derived data, such as a summary of information included in content processed by our artificial intelligence features.
B. Widget Information
Other websites, such as our Clients’ websites, may integrate Podium’s widgets (such as Podium Webchat). When you visit a site with an embedded Podium widget, we receive certain information about you, including information about the web page you visited and other information about your device.
C. Device Information
We receive information about the device and software you use to access our Services, such as your internet protocol (IP) address, web browser type, operating system version, phone carrier and manufacturer, application installations, device identifiers, mobile advertising identifiers, and push notification tokens.
D. Information from Linked Accounts
If you choose to link our Services to a third-party account, we may receive information about you from that third party, including your profile information, photo, and use of that account. If you choose to link a Google account to our Services, Podium’s use and transfer of information received from Google APIs to any other app will adhere to the Google API Services User Data Policy. If you choose to link your Google email account to our Services, Podium may use information from the emails in your linked account to develop, train, and improve artificial intelligence and/or machine learning models personalized for you, and in doing so may transfer such information to third-party artificial intelligence tools. Please note that Podium does not use Google Workspace APIs to develop, improve, or train generalized/non-personalized artificial intelligence and/or machine learning models.
E. Information from Cookies and Similar Technologies
The information we collect automatically by cookies, web beacons, and similar technologies may include:
• information about your device, such as your device type and model and device ID (e.g., MAC address);
• information about your browser, settings (e.g., language), and operating system;
• your IP address; and
• browsing and usage activity, such as the referring domain and what content you have viewed or actions you have taken on our Services.
See the Cookies and Similar Technologies section of this Privacy Policy for more information.
F. Customer Proprietary Network Information (U.S.)
Customer proprietary network information (“CPNI”) is certain information that relates to a U.S. Client/Authorized User or Customer that Podium collects in the course of providing the Podium Phones Service, and includes information such as: phone numbers dialed and received by Clients; number of phone numbers assigned to an account; average length of calls; and call detail records and usage data. CPNI does not include basic contact information (such as name, phone number, and address).
Podium uses CPNI for the purposes described in this Privacy Policy other than for marketing purposes, and protects the confidentiality of CPNI as required by law. Podium personnel are not permitted to access, use, or share any CPNI unless they are authorized and have a legitimate business need to do so.
2.3 Personal Information Collected from Other Sources
Depending on whether you are a Client, Authorized User, Customer, or a Website visitor, we may also collect personal information about you from third parties including our marketing and service partners, identity verification and public record investigation services, and banks and other financial institutions. We may also collect information from you that is publicly available. For example, we may source information about a business from public search pages, or receive information about you if you interact with us or share your information through various social media channels.
2.4 Deidentified Information
We may at times receive or create de-identified information that can no longer reasonably be used to infer information about, or otherwise be linked to, a particular individual. We maintain and use such information in de-identified form and do not attempt to re-identify the information except as required or permitted by law.
3. How We Use Personal Information
We use your personal information to provide you and our Clients with our Services and to manage our business operations. This includes communicating with you as part of our Services, as well as use for advertising and marketing purposes and as otherwise permitted by law. The nature of how we use personal information will depend on the specific Services you use, and may vary depending on whether you are a Client, Authorized User, Customer, or Website visitor. A more detailed breakdown of how we use personal information is below.
3.1 Providing Our Services
We may use your personal information to:
• provide, maintain, improve, and enhance our Services and provide support and training related to our Services;
• determine eligibility to use certain Services;
• analyze the performance and assessing the effectiveness of our Services;
• creating and developing analytics for the benefit of our business and the businesses of our Clients;
• research purposes, including the development of new offerings; and
• to process transactions through the Services.
3.2 Advertising and Marketing
We may use your personal information to:
• send marketing communications regarding existing or new features of our Services that we think might interest you;
• display advertisements for Podium on social media and other third-party platforms;
• estimate our audience size and usage patterns; and
• enable our Clients to advertise their products and services to Customers.
Please see the Your Rights and Choices section of this Privacy Policy for details regarding your choices you have regarding marketing communications and targeted advertisements from us.
3.3 Communicating With You
We may use your personal information to communicate with you or provide information you have requested, such as:
• providing notifications in relation to the Services and other customer support;
• sending you white papers and other materials from our Website;
• providing you with our newsletters and other subscription materials;
• sending you digital receipts; and
• responding to feedback that you have provided in relation to our Services or, if you are a Customer, the products and services of our Clients.
3.4 Legal, Compliance, and Security
We may use your personal information for legal, compliance, and security-related purposes, including to:
• enforce our Terms of Service or other legal rights. Specifically, we monitor text message and other content to detect spam, fraudulent activity, and violations of our Acceptable Use Policy;
• comply with our legal obligations, including under anti-money laundering, know-your-customer, and similar laws;
• detect, prevent, and investigate security incidents and otherwise secure and protect our network and systems;
• identify and protect against fraud and other crimes;
• establish, exercise, and defend legal claims; and
• perform our contractual obligations.
4. Disclosure of Your Personal Information
In certain instances, Podium may share the personal information it processes in order to provide our Services and for other purposes, as described in detail below.
4.1 Providing the Services
We may share personal information with our Clients and their Authorized Users to provide the Services, fulfill requests, and for other purposes as described in this Privacy Policy. If you are a Customer, as part of providing the Services (for example, when you use our Webchat widget on a Client website, complete a transaction through our Payments Service, or leave a review for a Client), Podium will share your personal information with the applicable Client, such as your contact information, transaction details, and review and communication content.
If a Client integrates Podium with other applications or platforms, we may share personal information with the third-party integration partners selected by the Client when Podium is instructed to share that information as part of the Services.
We may also share personal information with third parties to provide, maintain, and improve our Services, including service providers who may access information about you to perform services on our behalf or on behalf of our Clients, such as hosting and information technology services, payment processing services, identity verification and fraud prevention services, marketing and advertising services, data analytics and personalization services, and customer support services. The Podium Service Partner page contains a list of Podium’s main service providers who process personal information on Podium’s behalf, as may be updated from time to time.
Additionally, we may share personal information we receive with our subsidiaries and affiliates for any of the purposes described in this Privacy Policy.
4.2 Legal, Compliance, and Security
We may share personal information if we believe it is necessary:
• to protect our rights or property, or the security or integrity of our Services;
• to enforce our Terms of Service or other applicable agreements or policies;
• to investigate, detect, and prevent fraud and security breaches, and protect us, users of our Services, and the public from harm or potentially prohibited activities;
• for public safety and in the provision of emergency services; and
• to comply with any applicable law, regulation, legal process, or governmental request (including, for example, a court order, subpoena, or search warrant).
4.3 Sale, Acquisition, Merger or Other Asset Transfers
We may share personal information with a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Podium's assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by Podium is among the assets transferred.
5. Cookies and Similar Technologies
Podium and third parties described below may use cookies, pixels, and other tracking technologies as part of providing the Services and for the purposes described in this Privacy Policy.
5.1 Tracking Technologies
A “cookie” is a small text file placed and saved in your browser when you access our Services and potentially the websites of our Clients, business partners, and other third parties. We use both session cookies (cookies that are stored only for a specific website visit) and persistent cookies (cookies that are stored beyond a specific website visit) to provide the Services and for the other purposes described in this Privacy Policy. These cookies may be set by us (first-party cookies) or by third parties that collect information on our behalf (third-party cookies), such as Google Analytics.
There are other tracking technologies, such as pixels, tags, and embedded scripts, that consist of small transparent image files or other web programming code that record how you interact with websites and mobile applications. They are often used in conjunction with cookies or other identifiers associated with your device.
5.2 How We Use These Technologies
Podium may use these technologies:
• to provide our Services (e.g., authentication within the check-out process);
• to uniquely identify you and/or your device;
• to store your preferences as part of providing the Services;
• for personalization and targeted advertising purposes;
• for security and fraud-prevention purposes;
• to analyze and monitor the performance of our Services;
• to improve and develop new Services; and
• to understand your use of the Services over time.
We use web analytics services such as Google Analytics to collect and process certain analytics data. We also use session replay services on our Services to understand and improve functionality and an individual’s experience using Services. Certain web analytics services may collect information about your use of the Website and other websites, apps, and online resources. You can learn about Google’s practices by going to https://www.google.com/policies/privacy/partners/ and opt out of them by downloading the Google Analytics opt-out browser add-on, available at: https://tools.google.com/dlpage/gaoptout.
5.3 Your Choices
A. Browser Settings
There are ways to control and/or reject the setting of cookies and similar technologies within your browser settings. As each browser is different, please consult the “help” menu within your browser. For additional information about cookies and how to control their use on various browsers and devices, you can visit http://www.allaboutcookies.org. Please be aware that depending on the Services being used, restricting cookies may prevent you from accessing and using all or part of the Services.
Do Not Track (“DNT”) is an optional browser setting that allows you to express your preferences regarding tracking across websites. Outside of the opt-out preference setting described below, we currently do not respond to DNT signals and we may continue to collect information in the manner described in this Privacy Policy from browsers that have enabled DNT or similar mechanisms.
B. Targeted Advertising Choices
Podium does not “sell” personal information in the traditional sense. We do, however, provide personal information collected on and activity from the marketing pages of our Website to third parties for the purpose of displaying advertisements for Podium to you on other platforms (otherwise known as “targeted advertising” or “cross-context behavioral advertising”). Similarly, we allow certain third-party advertising partners to use cookies and other tracking technologies on our Services to collect information about you and your online activities for interest-based advertising or other targeted content. The information they collect may be associated with your personal information or they may collect information about your online activities over time and across different websites and other online services. This information may be shared with ad networks and other content providers.
Depending on your location, you may be able to opt out of such “sales” and “sharing” through our cookie management tool that can be accessed by clicking on the “Manage Preferences” or “Do Not Sell or Share My Personal Information” links at the bottom of our Website. Please note that your opt out will be specific to the device and browser you use when you opt out, and our Website will recognize opt-out preference settings only on domains of our Website where any “selling” or “sharing” occurs.
6. Retention
We retain personal information as long as reasonably necessary to provide the Services and for the other purposes set forth in this Privacy Policy. For example, we may retain information about users of our Services in order to comply with our legal and regulatory obligations or to protect our interests as part of providing the Services.
To determine the appropriate duration of the retention of personal information, we consider the amount, nature, and sensitivity of the personal information, and if we can attain our objectives by other means, as well as our legal, regulatory, tax, accounting, and other obligations. As to each type of personal information Podium collects, the retention period will vary depending on our relationship with the applicable individual. Generally, we retain a Client’s personal information - including personal information of their Authorized Users and Customers - for the duration of our agreement with the Client plus a reasonable period following termination.
7. Your Rights and Choices
We strive to provide you with choices regarding the personal information we process about you. Depending on the nature of your relationship with Podium, you may be able to manage your personal information and preferences directly as part of the Services or by contacting Podium, as described below.
7.1 Managing Information
Your ability to update and manage the personal information we process will differ depending on your relationship with Podium and what Services you use.
A. Clients and Authorized Users
We rely on you to ensure that the information in your account is accurate, complete, and up to date and ask that you notify us of any changes to your personal information. If you are a Client or Authorized User, you may access, change, or correct certain Podium account information at any time by logging into your account. You may also submit a request here or send us an email at privacy@podium.com to request access to, correct, or delete any personal information that you have provided to us or we have collected in a data controller capacity. We may need to verify your identity before processing your request. In certain instances, we may not be able to accommodate your request due to legal, contractual, or technical restrictions. Please note that as we cannot delete all of your personal information except by also deleting your Podium account.
Clients wishing to delete or exercise other choices about the Customer data Podium processes on their behalf in a service provider/processor capacity may do so by submitting a request here or sending us an email at privacy@podium.com. In some cases, we may retain a copy of your usage records, including the personal information contained in them, to carry out necessary functions like billing, troubleshooting, and detecting, preventing, and investigating spam, fraudulent activity, and network exploits and abuse. We may also be required to preserve Client records, including those containing personal information, due to litigation, law enforcement requests, or government investigations. If we have to do this, we will delete the impacted records when we are no longer legally obligated to retain them. We may, however, retain or use records after they have been de-identified, if permitted by law.
B. Customers
When we provide our Services to our Clients and their Authorized Users, we generally act as data processor or service provider on their behalf. This means that when we receive and otherwise process information pertaining to Customers as part of providing the Services, such as Customer names, contact information, text messages, call records, etc., we do so on behalf of our Clients and in accordance with their instructions. As such, if you wish to access, modify, or delete any personal information or the content of communications Podium processes as a service provider or data processor on behalf of a Client, you should direct your request to that Client rather than to Podium.
In other instances, if applicable, contact us as described in the Contact Us section of this Privacy Policy.
If you submit a request to update, delete, or otherwise manage your personal information, we will try to help you with your request free of charge. However, we may request that you pay a reasonable fee, such as if you request a transcript or a reproduction by mail. We will only do so if we are authorized by law, and if we notified you before and you’ve accepted the fees. To avoid any fraudulent request and protect your personal information, we may ask that you provide a proof of identity with your request. We will not use such personal information for any other purposes.
We will respond to your request as soon as reasonably practicable, and within the time period required by law. Please note that in certain circumstances, we may refuse to act or impose limitations on your rights, as permitted by the applicable law. If we cannot process your request, we may inform you of the reasons why, subject to any legal or regulatory restrictions, and outline further steps available to you.
In certain cases, depending on the nature of your request, there may also be residual information that will remain within our databases and other records, which, due to applicable law or as part of Services that are in the process of being carried out, will not be removed or changed. We will also retain information relating to your request for recordkeeping and compliance purposes.
7.2 Podium Communications
As part of providing the Services, Podium (whether directly or through a third party) may send you different types of communications.
A. Marketing Communications
Podium may send you marketing and other promotional communications for new or existing Services that we think you might be interested in. These communications may include promotional emails, and marketing text messages if you have opted in to receive them. You may unsubscribe from Podium’s promotional emails via the unsubscribe link provided in such emails. To stop receiving marketing text messages from Podium, text “REMOVE” in response to any Podium marketing text message you receive. If you unsubscribe from Podium marketing text messages and wish to resubscribe, reply “JOIN.” For more information about text messages Podium sends on its own behalf, see our SMS Terms and Conditions.
Please note that you may still receive certain non-marketing communications from Podium after opting out as set forth above. These messages may include transaction-specific or account-specific communications.
If you are a Customer, our Clients may also send you marketing and promotional communications as part of their use of the Services. In these instances, please follow the instructions within those messages to opt out or reach out to the Client directly.
B. Other Communications
As part of your interaction with our Services, you may receive various non-marketing communications from Podium via email, text message, or telephone. These include, but are not limited to:
For Clients and Authorized Users:
• communications relating to Podium’s Services and demo requests (for prospective Clients);
• onboarding-related communications pertaining to setting up the Services; and/or
• communications pertaining to Services that you are using or are under your account.
For Customers:
• communications by Clients through the Services, such as appointment reminders, order statuses, payment and review requests, and other business related communications; and/or
• responding to feedback that you have provided in relation to the Services of Podium or one of our Clients.
7.3 Cookies and Similar Technologies
For information about your choices regarding Podium’s use of cookies and other similar technologies, see the Cookies and Similar Technologies section of this Privacy Policy.
8. Security
We have implemented reasonable security measures that are designed to protect the information we maintain. These measures vary based on the sensitivity of the information we collect and process. However, we cannot guarantee that the collection, transmission, and storage of personal information will always be completely secure.
Where we have given you (or you have chosen) a password for access to certain features of our Services, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. Podium strongly recommends Clients enable multi-factor authentication.
9. Client Practices and Links to Other Sites
This Privacy Policy only applies to information Podium processes when you visit our Website or otherwise use our Services. Podium’s Clients are independent third parties that maintain their own business practices and policies outside of their relationship with Podium and their use of the Services. As a result, we are not responsible for the privacy policies or data practices of our Clients.
Moreover, while visiting our Website or using the Services, you may be directed through links to third-party websites or services that are not operated or controlled by Podium. We are not responsible for the privacy practices and policies of these third parties, and we encourage you to review the privacy policies of these third parties, as their practices may differ from ours.
10. Children
Our Services are not targeted to or directed at children under the age of 13, and we do not intend to, or knowingly, collect or solicit personal information from children under the age of 13. If you have reason to believe a child under the age of 13 has provided personal information to us, we encourage the child’s parent or guardian to contact us as described in the Contact Us section of this Privacy Policy to request that we remove the information from our systems.
11. Data Transfers
Our Services are primarily hosted in the United States. If you choose to use the Services from other regions of the world with laws governing data processing that differ from those in the United States, please note that you are transferring your personal information outside of those regions to the United States for processing. Additionally, Podium (or our service providers on our behalf) may transfer your data from the United States to other regions in connection with our processing of data. We utilize appropriate safeguards for the transfer of personal information in various jurisdictions, and have implemented contractual arrangements or other measures for such purposes.
Your provision of personal information to us via the Services constitutes your consent to the transfer and processing of your personal information as described in this Privacy Policy.
12. Location-Specific Disclosures
12.1 Australia
If you are an Australian user accessing or using the Services from Australia, the Privacy Act 1988 (Cth) and the Australian Privacy Principles contained therein apply to personal information collected or held by Podium entities with an “Australian link” (within the meaning of the Privacy Act). In addition, Podium is committed to complying with other applicable commonwealth, state, or territory privacy and data protection laws and regulations.
12.2 California
The table below provides a summary of certain categories of personal information Podium collects, the sources of that personal information, and how we use and disclose that personal information, as required by the California Consumer Privacy Act of 2018, as amended (“CCPA”). For more information, please see the generally applicable sections of our Privacy Policy above.
Category of Personal Information Examples* Categories of Sources
For additional details regarding how we may obtain personal information, see the Personal Information We Collect section of this Privacy Policy.
Commercial/Business Purposes
For additional details regarding how we may use personal information we collect, see the How We Use Personal Information section of this Privacy Policy.
With Whom it is Shared
For additional details regarding how we may share personal information, see the Disclosure of Your Personal Information section of this Privacy Policy.
Identifiers Name, address, IP address, email address
• You or your devices, for example, through your use of our Services
• Business partners
• Service providers
• Clients and Authorized Users
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Advertise and market to you
• Communicate with you
• Legal, compliance, and security-related purposes
• Clients and Authorized Users
• Business partners, including advertising partners and ad networks
• Service providers
• Legal and other regulatory authorities
California Customer Records
(Cal. Civ. Code § 1798.80(e))
Name, telephone number
• You or your devices, for example, through your use of our Services
• Business partners
• Service providers
• Clients and Authorized Users
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Advertise and market to you
• Communicate with you
• Legal, compliance, and security-related purposes
• Clients and Authorized Users
• Business partners, including advertising partners and ad networks
• Service providers
• Legal and other regulatory authorities
Internet/Network Information
Website browsing activity and interactions, advertisement interactions
• You or your devices, for example, through your use of our Services
• Service providers
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Advertise and market to you
• Communicate with you
• Legal, compliance, and security-related purposes
• Service providers
• Business partners, including advertising partners and ad networks
• Legal and other regulatory authorities
Geolocation Data
Course location information based on your device activity
• You or your devices, for example, through your use of our Services
• Service providers
• Provide, maintain, and support our Services
• Advertise and market to you
• Legal, compliance, and security-related purposes
• Service providers
• Business partners, including advertising partners and ad networks
• Legal and other regulatory authorities
Sensory Information
Call recordings, transcripts, and other audio, electronic, and similar information
• You or your devices, for example, through your use of our Services
• Service providers
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Legal, compliance, and security-related purposes
• Clients and Authorized Users
• Service Providers
• Legal and other regulatory authorities
Professional or Employment Information
Job title, professional website, job application information
You, for example, if you fill out a form on our Website, create a Podium account, or apply for a role at Podium
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Legal, compliance, and security-related purposes
• Service providers
• Business partners
• Legal and other regulatory authorities
Inferences Inferences drawn from any of the above categories of personal information (e.g., preferences or characteristics)
• You or your devices, for example, through your use of our Services
• Clients and Authorized Users
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Advertise and market to you
• Legal, compliance, and security-related purposes
• Clients and Authorized Users
• Business partners
• Service providers
• Legal and other regulatory authorities
Sensitive Information
Podium does not “sell” or “share” sensitive personal information, or otherwise use or disclose sensitive personal information for purposes other than those specified in § 1798.121(a) of the CCPA.
Social Security Number You, for example, if you sign up for the Podium Payments Service
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Service providers
• Legal and other regulatory authorities
Driver’s License or State ID Number You, for example, if you sign up for the Podium Payments Service
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Service providers
• Legal and other regulatory authorities
Account Login and Password You, if you create a Podium account
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Service providers
• Legal and other regulatory authorities
Health Data You, if you provide such information to a Client via the Services
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Service providers
• Legal and other regulatory authorities
*Note that the actual personal information collected will depend on the nature of an individual’s relationship with Podium and the specific Services provided.
If you are a California resident, you may exercise your rights under the CCPA to have personal information Podium collects about you in a data controller/business capacity by following the instructions in the Your Rights and Choices section of this Privacy Policy.
12.3 Canada
If you are located in Canada, subject to applicable law and the nature of your relationship with Podium, you may have the right to review, correct, delete, or otherwise limit our use of your personal information that has been previously provided to us. You may also have the right to access information about the ways in which your personal information is or has been used and the names of individuals and/or organizations to which your information has been disclosed. You may exercise such rights by following the instructions in the Your Rights and Choices section of this Privacy Policy.
The Office of the Privacy Commissioner of Canada drafted this FAQ to help you access your personal information when it is held by a business. You can also contact the Office of the Privacy Commissioner of Canada’s Information Centre at 1-800-282-1376 or by mail at: Office of the Privacy Commissioner, 30 Victoria Street, Gatineau, Québec K1A 1H3.
If you have any issue with how we process your personal information, or how we responded to your request, please let us know. We will try to improve our processes and provide you with additional information about our practices if you would like us to do so. If you are still not satisfied, you can lodge a complaint to the Office of the Privacy Commissioner of Canada using this online form, or to your local privacy regulators.
13. Changes to Our Privacy Policy
Podium will post any changes we make to our Privacy Policy on this page. The date the Privacy Policy was last revised is identified at the top of this page. If we make material changes to how we process personal information, we will notify Clients and Authorized Users by email to the primary email addresses specified in their accounts. If you are a Client or Authorized User, you are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting our Services and this Privacy Policy to check for any changes.
14. Contact Us
If you have questions about our Privacy Policy, our data processing practices, or our compliance with applicable privacy laws, please email us at privacy@podium.com, write to us at: Podium Corporation, Inc., Attn: Legal Department, 1650 W Digital Drive, Lehi, UT 84043, or call us via our toll-free number 1-833-276-3486.
In the event you are a user with a disability, or are supporting an individual with a disability, and are having difficulty navigating this Privacy Policy or the information linked within this Privacy Policy, please contact us at privacy@podium.com.
Effective August 15th 2024 to August 28th 2024
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Table of Contents
Podium Privacy Policy
Effective: September 1, 2024
This Privacy Policy describes how Podium Corporation, Inc. and its subsidiaries and affiliates (collectively, “Podium”, “we”, “us” and/or “our”) collects and manages your personal information - meaning information that relates to an identified or identifiable individual - as part of providing any services and products developed or administered by us, including without limitation our reputation management tools, messaging and communication tools, payment processing and related services, application programming interfaces, web and mobile applications, and any other services Podium may offer (collectively, the “Services”). Any capitalized terms used but not otherwise defined in this Privacy Policy have the meanings provided in Podium’s Terms of Service.
To jump directly to a specific section of this Privacy Policy, click on the applicable link below:
Scope
Personal Information We Collect
How We Use Personal Information
Disclosure of Your Personal Information
Cookies and Similar Technologies
Retention
Your Rights and Choices
Security
Client Practices and Links to Other Sites
Children
Data Transfers
Location-Specific Disclosures
Changes to Our Privacy Policy
Contact Us
1. Scope
This Privacy Policy primarily covers:
• “Clients”: companies, organizations, or other entities that have contracted with Podium for the Services. Where this term is used in this Privacy Policy in the context of the processing of the personal information of a Client, it refers to a Client that is an individual.
• “Authorized Users”: employees, agents, contractors, and any other users (including but not limited to Developer Partners or Third-Party Providers) whom a Client has authorized to access the Services on its behalf.
“Customers”: individuals who are current or potential clients, customers, or patients of a Client.
In addition to the above, this Privacy Policy applies to individuals who visit www.podium.com (“Website”), which is part of the Services. In this Privacy Policy, “you” and “your” refers to you the reader, and how we process your personal information will depend on whether you are a Client, Authorized User, Customer, or Website visitor.
By using the Services or otherwise providing us with personal information, you acknowledge that your personal information will be processed and used in the manner set out in this Privacy Policy. We may amend this Privacy Policy from time to time in line with the Changes to Our Privacy Policy section below.
2. Personal Information We Collect
What personal information we collect depends on the nature of your interaction with the Services. While some personal information is collected automatically or through sources outside of Podium, most is collected when you use our Services. A breakdown of our collection practices is below. In all cases, the actual personal information we collect will vary depending on the Services used and your relationship with Podium.
2.1 Personal Information Collected Through the Services
A. Information Provided by Clients and Authorized Users
If you are a Client or an Authorized User, we collect personal information from you in connection with your Subscription Documentation and use (or prospective use) of the Services, such as:
• name;
• address and other general location details;
• email;
• date of birth;
• phone number;
• information relating to your role, such as your job title;
• content of communications sent or received via the Services, such as text messages, message attachments, transcripts of calls made or received using the Podium Phones Service and voice recordings if a Client chooses to record calls. Clients are responsible for obtaining any required consent from call participants in order to record calls made or received via Podium.
As part of our registration process and agreement to provide the Services, we may also collect additional information, such as your employer identification number, federal tax identification number, and other business-related information. When you add payment information to your account, we use a third-party service provider to collect and store your payment information.
For Clients using Podium’s Payments Service, in addition to the information listed above, Podium may also collect or receive a copy of your driver’s license or other identification documentation, a self-selected photograph of you, information about your financial account and transaction history (such as a voided check or bank statement), Social Security number of other national identification number, and business and individual public records such as liens, judgments, and lawsuits. For more information, please see the Podium Payments Service Terms.
B. Information Provided by Customers
If you are a Customer, we collect information from you through your use of the Services, which may include your use of our Webchat widget, contact forms, review invitations, Payments Service, and other related products. We also collect your personal information when you communicate with a Client via text message, phone, email, social media, or otherwise, or make a purchase from or otherwise complete a transaction with a Client.
Depending on the Services you use, we may collect personal information such as your:
• name;
• contact details, such as your phone number and email;
• address and other general location details;
• transaction information (e.g., history of goods/services ordered, date, payment method, and amount of payment);
• health information, if you are a patient of a Client in the healthcare sector;
• reviews and feedback in relation to your experience with our Clients (if you choose to provide it); and
• content of communications sent or received via the Services, such as text messages, message attachments, transcripts of calls made or received using the Podium Phones Service and voice recordings if a Client chooses to record calls. Clients are responsible for obtaining any required consent from call participants in order to record calls made or received via Podium.
C. Website Visitors
We may also collect personal information when you visit our Website to browse, request information about our Services, download a white paper, schedule a product demo, or you subscribe to our media channels (e.g., blogs, YouTube, etc.). This personal information may include your:
• name;
• email;
• phone number;
• business name;
• website; and
• job title.
Certain information may also be collected automatically when you visit our Website. For more information, see the Information Collected Automatically subsection below.
D. Business Partners
If you are a business partner integrated with Podium or looking to do so, we collect information such as your name and contact details as part of your application to integrate with our Services.
2.2 Information Collected Automatically
We collect certain information automatically whenever anyone uses our Services - whether you are a Client, Authorized User, Customer, or Website visitor.
A. Usage Information
We automatically collect details of your use of our Services, including traffic data, location data, logs, communication records (such as time of call or text message, call duration, call completion status, source number, and destination number) and other communication-related data, and the resources you access and use through the Services. We may also create inferred or derived data, such as a summary of information included in content processed by our artificial intelligence features.
B. Widget Information
Other websites, such as our Clients’ websites, may integrate Podium’s widgets (such as Podium Webchat). When you visit a site with an embedded Podium widget, we receive certain information about you, including information about the web page you visited and other information about your device.
C. Device Information
We receive information about the device and software you use to access our Services, such as your internet protocol (IP) address, web browser type, operating system version, phone carrier and manufacturer, application installations, device identifiers, mobile advertising identifiers, and push notification tokens.
D. Information from Linked Accounts
If you choose to link our Services to a third-party account, we may receive information about you from that third party, including your profile information, photo, and use of that account. If you choose to link a Google account to our Services, Podium’s use and transfer of information received from Google APIs to any other app will adhere to the Google API Services User Data Policy.
E. Information from Cookies and Similar Technologies
The information we collect automatically by cookies, web beacons, and similar technologies may include:
• information about your device, such as your device type and model and device ID (e.g., MAC address);
• information about your browser, settings (e.g., language), and operating system;
• your IP address; and
• browsing and usage activity, such as the referring domain and what content you have viewed or actions you have taken on our Services.
See the Cookies and Similar Technologies section of this Privacy Policy for more information.
F. Customer Proprietary Network Information (U.S.)
Customer proprietary network information (“CPNI”) is certain information that relates to a U.S. Client/Authorized User or Customer that Podium collects in the course of providing the Podium Phones Service, and includes information such as: phone numbers dialed and received by Clients; number of phone numbers assigned to an account; average length of calls; and call detail records and usage data. CPNI does not include basic contact information (such as name, phone number, and address).
Podium uses CPNI for the purposes described in this Privacy Policy other than for marketing purposes, and protects the confidentiality of CPNI as required by law. Podium personnel are not permitted to access, use, or share any CPNI unless they are authorized and have a legitimate business need to do so.
2.3 Personal Information Collected from Other Sources
Depending on whether you are a Client, Authorized User, Customer, or a Website visitor, we may also collect personal information about you from third parties including our marketing and service partners, identity verification and public record investigation services, and banks and other financial institutions. We may also collect information from you that is publicly available. For example, we may source information about a business from public search pages, or receive information about you if you interact with us or share your information through various social media channels.
2.4 Deidentified Information
We may at times receive or create de-identified information that can no longer reasonably be used to infer information about, or otherwise be linked to, a particular individual. We maintain and use such information in de-identified form and do not attempt to re-identify the information except as required or permitted by law.
3. How We Use Personal Information
We use your personal information to provide you and our Clients with our Services and to manage our business operations. This includes communicating with you as part of our Services, as well as use for advertising and marketing purposes and as otherwise permitted by law. The nature of how we use personal information will depend on the specific Services you use, and may vary depending on whether you are a Client, Authorized User, Customer, or Website visitor. A more detailed breakdown of how we use personal information is below.
3.1 Providing Our Services
We may use your personal information to:
• provide, maintain, improve, and enhance our Services and provide support and training related to our Services;
• determine eligibility to use certain Services;
• analyze the performance and assessing the effectiveness of our Services;
• creating and developing analytics for the benefit of our business and the businesses of our Clients;
• research purposes, including the development of new offerings; and
• to process transactions through the Services.
3.2 Advertising and Marketing
We may use your personal information to:
• send marketing communications regarding existing or new features of our Services that we think might interest you;
• display advertisements for Podium on social media and other third-party platforms;
• estimate our audience size and usage patterns; and
• enable our Clients to advertise their products and services to Customers.
Please see the Your Rights and Choices section of this Privacy Policy for details regarding your choices you have regarding marketing communications and targeted advertisements from us.
3.3 Communicating With You
We may use your personal information to communicate with you or provide information you have requested, such as:
• providing notifications in relation to the Services and other customer support;
• sending you white papers and other materials from our Website;
• providing you with our newsletters and other subscription materials;
• sending you digital receipts; and
• responding to feedback that you have provided in relation to our Services or, if you are a Customer, the products and services of our Clients.
3.4 Legal, Compliance, and Security
We may use your personal information for legal, compliance, and security-related purposes, including to:
• enforce our Terms of Service or other legal rights. Specifically, we monitor text message and other content to detect spam, fraudulent activity, and violations of our Acceptable Use Policy;
• comply with our legal obligations, including under anti-money laundering, know-your-customer, and similar laws;
• detect, prevent, and investigate security incidents and otherwise secure and protect our network and systems;
• identify and protect against fraud and other crimes;
• establish, exercise, and defend legal claims; and
• perform our contractual obligations.
4. Disclosure of Your Personal Information
In certain instances, Podium may share the personal information it processes in order to provide our Services and for other purposes, as described in detail below.
4.1 Providing the Services
We may share personal information with our Clients and their Authorized Users to provide the Services, fulfill requests, and for other purposes as described in this Privacy Policy. If you are a Customer, as part of providing the Services (for example, when you use our Webchat widget on a Client website, complete a transaction through our Payments Service, or leave a review for a Client), Podium will share your personal information with the applicable Client, such as your contact information, transaction details, and review and communication content.
If a Client integrates Podium with other applications or platforms, we may share personal information with the third-party integration partners selected by the Client when Podium is instructed to share that information as part of the Services.
We may also share personal information with third parties to provide, maintain, and improve our Services, including service providers who may access information about you to perform services on our behalf or on behalf of our Clients, such as hosting and information technology services, payment processing services, identity verification and fraud prevention services, marketing and advertising services, data analytics and personalization services, and customer support services. The Podium Service Partner page contains a list of Podium’s main service providers who process personal information on Podium’s behalf, as may be updated from time to time.
Additionally, we may share personal information we receive with our subsidiaries and affiliates for any of the purposes described in this Privacy Policy.
4.2 Legal, Compliance, and Security
We may share personal information if we believe it is necessary:
• to protect our rights or property, or the security or integrity of our Services;
• to enforce our Terms of Service or other applicable agreements or policies;
• to investigate, detect, and prevent fraud and security breaches, and protect us, users of our Services, and the public from harm or potentially prohibited activities;
• for public safety and in the provision of emergency services; and
• to comply with any applicable law, regulation, legal process, or governmental request (including, for example, a court order, subpoena, or search warrant).
4.3 Sale, Acquisition, Merger or Other Asset Transfers
We may share personal information with a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Podium's assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by Podium is among the assets transferred.
5. Cookies and Similar Technologies
Podium and third parties described below may use cookies, pixels, and other tracking technologies as part of providing the Services and for the purposes described in this Privacy Policy.
5.1 Tracking Technologies
A “cookie” is a small text file placed and saved in your browser when you access our Services and potentially the websites of our Clients, business partners, and other third parties. We use both session cookies (cookies that are stored only for a specific website visit) and persistent cookies (cookies that are stored beyond a specific website visit) to provide the Services and for the other purposes described in this Privacy Policy. These cookies may be set by us (first-party cookies) or by third parties that collect information on our behalf (third-party cookies), such as Google Analytics.
There are other tracking technologies, such as pixels, tags, and embedded scripts, that consist of small transparent image files or other web programming code that record how you interact with websites and mobile applications. They are often used in conjunction with cookies or other identifiers associated with your device.
5.2 How We Use These Technologies
Podium may use these technologies:
• to provide our Services (e.g., authentication within the check-out process);
• to uniquely identify you and/or your device;
• to store your preferences as part of providing the Services;
• for personalization and targeted advertising purposes;
• for security and fraud-prevention purposes;
• to analyze and monitor the performance of our Services;
• to improve and develop new Services; and
• to understand your use of the Services over time.
We use web analytics services such as Google Analytics to collect and process certain analytics data. We also use session replay services on our Services to understand and improve functionality and an individual’s experience using Services. Certain web analytics services may collect information about your use of the Website and other websites, apps, and online resources. You can learn about Google’s practices by going to https://www.google.com/policies/privacy/partners/ and opt out of them by downloading the Google Analytics opt-out browser add-on, available at: https://tools.google.com/dlpage/gaoptout.
5.3 Your Choices
A. Browser Settings
There are ways to control and/or reject the setting of cookies and similar technologies within your browser settings. As each browser is different, please consult the “help” menu within your browser. For additional information about cookies and how to control their use on various browsers and devices, you can visit http://www.allaboutcookies.org. Please be aware that depending on the Services being used, restricting cookies may prevent you from accessing and using all or part of the Services.
Do Not Track (“DNT”) is an optional browser setting that allows you to express your preferences regarding tracking across websites. Outside of the opt-out preference setting described below, we currently do not respond to DNT signals and we may continue to collect information in the manner described in this Privacy Policy from browsers that have enabled DNT or similar mechanisms.
B. Targeted Advertising Choices
Podium does not “sell” personal information in the traditional sense. We do, however, provide personal information and activity on our Website to third parties for the purpose of displaying advertisements for Podium to you on other platforms (otherwise known as “targeted advertising” or “cross-context behavioral advertising”). Similarly, we allow certain third-party advertising partners to use cookies and other tracking technologies on our Services to collect information about you and your online activities for interest-based advertising or other targeted content. The information they collect may be associated with your personal information or they may collect information about your online activities over time and across different websites and other online services. This information may be shared with ad networks and other content providers.
Depending on your location, you may be able to opt out of such “sales” and “sharing” through our cookie management tool that can be accessed by clicking on the “Manage Preferences” or “Do Not Sell or Share My Personal Information” links at the bottom of our Website. Please note that your opt out will be specific to the device and browser you use when you opt out, and our Website will recognize opt-out preference settings only on domains of our Website where any “selling” or “sharing” occurs.
6. Retention
We retain personal information as long as reasonably necessary to provide the Services and for the other purposes set forth in this Privacy Policy. For example, we may retain information about users of our Services in order to comply with our legal and regulatory obligations or to protect our interests as part of providing the Services.
To determine the appropriate duration of the retention of personal information, we consider the amount, nature, and sensitivity of the personal information, and if we can attain our objectives by other means, as well as our legal, regulatory, tax, accounting, and other obligations. As to each type of personal information Podium collects, the retention period will vary depending on our relationship with the applicable individual. Generally, we retain a Client’s personal information - including personal information of their Authorized Users and Customers - for the duration of our agreement with the Client plus a reasonable period following termination.
7. Your Rights and Choices
We strive to provide you with choices regarding the personal information we process about you. Depending on the nature of your relationship with Podium, you may be able to manage your personal information and preferences directly as part of the Services or by contacting Podium, as described below.
7.1 Managing Information
Your ability to update and manage the personal information we process will differ depending on your relationship with Podium and what Services you use.
A. Clients and Authorized Users
We rely on you to ensure that the information in your account is accurate, complete, and up to date and ask that you notify us of any changes to your personal information. If you are a Client or Authorized User, you may access, change, or correct certain Podium account information at any time by logging into your account. You may also submit a request here or send us an email at privacy@podium.com to request access to, correct, or delete any personal information that you have provided to us or we have collected in a data controller capacity. We may need to verify your identity before processing your request. In certain instances, we may not be able to accommodate your request due to legal, contractual, or technical restrictions. Please note that as we cannot delete all of your personal information except by also deleting your Podium account.
Clients wishing to delete or exercise other choices about the Customer data Podium processes on their behalf in a service provider/processor capacity may do so by submitting a request here or sending us an email at privacy@podium.com. In some cases, we may retain a copy of your usage records, including the personal information contained in them, to carry out necessary functions like billing, troubleshooting, and detecting, preventing, and investigating spam, fraudulent activity, and network exploits and abuse. We may also be required to preserve Client records, including those containing personal information, due to litigation, law enforcement requests, or government investigations. If we have to do this, we will delete the impacted records when we are no longer legally obligated to retain them. We may, however, retain or use records after they have been de-identified, if permitted by law.
B. Customers
When we provide our Services to our Clients and their Authorized Users, we generally act as data processor or service provider on their behalf. This means that when we receive and otherwise process information pertaining to Customers as part of providing the Services, such as Customer names, contact information, text messages, call records, etc., we do so on behalf of our Clients and in accordance with their instructions. As such, if you wish to access, modify, or delete any personal information or the content of communications Podium processes as a service provider or data processor on behalf of a Client, you should direct your request to that Client rather than to Podium.
In other instances, if applicable, contact us as described in the Contact Us section of this Privacy Policy.
If you submit a request to update, delete, or otherwise manage your personal information, we will try to help you with your request free of charge. However, we may request that you pay a reasonable fee, such as if you request a transcript or a reproduction by mail. We will only do so if we are authorized by law, and if we notified you before and you’ve accepted the fees. To avoid any fraudulent request and protect your personal information, we may ask that you provide a proof of identity with your request. We will not use such personal information for any other purposes.
We will respond to your request as soon as reasonably practicable, and within the time period required by law. Please note that in certain circumstances, we may refuse to act or impose limitations on your rights, as permitted by the applicable law. If we cannot process your request, we may inform you of the reasons why, subject to any legal or regulatory restrictions, and outline further steps available to you.
In certain cases, depending on the nature of your request, there may also be residual information that will remain within our databases and other records, which, due to applicable law or as part of Services that are in the process of being carried out, will not be removed or changed. We will also retain information relating to your request for recordkeeping and compliance purposes.
7.2 Podium Communications
As part of providing the Services, Podium (whether directly or through a third party) may send you different types of communications.
A. Marketing Communications
Podium may send you marketing and other promotional communications for new or existing Services that we think you might be interested in. These communications may include promotional emails, and marketing text messages if you have opted in to receive them. You may unsubscribe from Podium’s promotional emails via the unsubscribe link provided in such emails. To stop receiving marketing text messages from Podium, text “REMOVE” in response to any Podium marketing text message you receive. If you unsubscribe from Podium marketing text messages and wish to resubscribe, reply “JOIN.” For more information about text messages Podium sends on its own behalf, see our SMS Terms and Conditions.
Please note that you may still receive certain non-marketing communications from Podium after opting out as set forth above. These messages may include transaction-specific or account-specific communications.
If you are a Customer, our Clients may also send you marketing and promotional communications as part of their use of the Services. In these instances, please follow the instructions within those messages to opt out or reach out to the Client directly.
B. Other Communications
As part of your interaction with our Services, you may receive various non-marketing communications from Podium via email, text message, or telephone. These include, but are not limited to:
For Clients and Authorized Users:
• communications relating to Podium’s Services and demo requests (for prospective Clients);
• onboarding-related communications pertaining to setting up the Services; and/or
• communications pertaining to Services that you are using or are under your account.
For Customers:
• communications by Clients through the Services, such as appointment reminders, order statuses, payment and review requests, and other business related communications; and/or
• responding to feedback that you have provided in relation to the Services of Podium or one of our Clients.
7.3 Cookies and Similar Technologies
For information about your choices regarding Podium’s use of cookies and other similar technologies, see the Cookies and Similar Technologies section of this Privacy Policy.
8. Security
We have implemented reasonable security measures that are designed to protect the information we maintain. These measures vary based on the sensitivity of the information we collect and process. However, we cannot guarantee that the collection, transmission, and storage of personal information will always be completely secure.
Where we have given you (or you have chosen) a password for access to certain features of our Services, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. Podium strongly recommends Clients enable two-factor authentication.
9. Client Practices and Links to Other Sites
This Privacy Policy only applies to information Podium processes when you visit our Website or otherwise use our Services. Podium’s Clients are independent third parties that maintain their own business practices and policies outside of their relationship with Podium and their use of the Services. As a result, we are not responsible for the privacy policies or data practices of our Clients.
Moreover, while visiting our Website or using the Services, you may be directed through links to third-party websites or services that are not operated or controlled by Podium. We are not responsible for the privacy practices and policies of these third parties, and we encourage you to review the privacy policies of these third parties, as their practices may differ from ours.
10. Children
Our Services are not targeted to or directed at children under the age of 13, and we do not intend to, or knowingly, collect or solicit personal information from children under the age of 13. If you have reason to believe a child under the age of 13 has provided personal information to us, we encourage the child’s parent or guardian to contact us as described in the Contact Us section of this Privacy Policy to request that we remove the information from our systems.
11. Data Transfers
Our Services are primarily hosted in the United States. If you choose to use the Services from other regions of the world with laws governing data processing that differ from those in the United States, please note that you are transferring your personal information outside of those regions to the United States for processing. Additionally, Podium (or our service providers on our behalf) may transfer your data from the United States to other regions in connection with our processing of data. We utilize appropriate safeguards for the transfer of personal information in various jurisdictions, and have implemented contractual arrangements or other measures for such purposes.
Your provision of personal information to us via the Services constitutes your consent to the transfer and processing of your personal information as described in this Privacy Policy.
12. Location-Specific Disclosures
12.1 Australia
If you are an Australian user accessing or using the Services from Australia, the Privacy Act 1988 (Cth) and the Australian Privacy Principles contained therein apply to personal information collected or held by Podium entities with an “Australian link” (within the meaning of the Privacy Act). In addition, Podium is committed to complying with other applicable commonwealth, state, or territory privacy and data protection laws and regulations.
12.2 California
The table below provides a summary of certain categories of personal information Podium collects, the sources of that personal information, and how we use and disclose that personal information, as required by the California Consumer Privacy Act of 2018, as amended (“CCPA”). For more information, please see the generally applicable sections of our Privacy Policy above.
Category of Personal Information Examples* Categories of Sources
For additional details regarding how we may obtain personal information, see the Personal Information We Collect section of this Privacy Policy.
Commercial/Business Purposes
For additional details regarding how we may use personal information we collect, see the How We Use Personal Information section of this Privacy Policy.
With Whom it is Shared
For additional details regarding how we may share personal information, see the Disclosure of Your Personal Information section of this Privacy Policy.
Identifiers Name, address, IP address, email address
• You or your devices, for example, through your use of our Services
• Business partners
• Service providers
• Clients and Authorized Users
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Advertise and market to you
• Communicate with you
• Legal, compliance, and security-related purposes
• Clients and Authorized Users
• Business partners, including advertising partners and ad networks
• Service providers
• Legal and other regulatory authorities
California Customer Records
(Cal. Civ. Code § 1798.80(e))
Name, telephone number
• You or your devices, for example, through your use of our Services
• Business partners
• Service providers
• Clients and Authorized Users
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Advertise and market to you
• Communicate with you
• Legal, compliance, and security-related purposes
• Clients and Authorized Users
• Business partners, including advertising partners and ad networks
• Service providers
• Legal and other regulatory authorities
Internet/Network Information
Website browsing activity and interactions, advertisement interactions
• You or your devices, for example, through your use of our Services
• Service providers
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Advertise and market to you
• Communicate with you
• Legal, compliance, and security-related purposes
• Service providers
• Business partners, including advertising partners and ad networks
• Legal and other regulatory authorities
Geolocation Data
Course location information based on your device activity
• You or your devices, for example, through your use of our Services
• Service providers
• Provide, maintain, and support our Services
• Advertise and market to you
• Legal, compliance, and security-related purposes
• Service providers
• Business partners, including advertising partners and ad networks
• Legal and other regulatory authorities
Sensory Information
Call recordings, transcripts, and other audio, electronic, and similar information
• You or your devices, for example, through your use of our Services
• Service providers
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Legal, compliance, and security-related purposes
• Clients and Authorized Users
• Service Providers
• Legal and other regulatory authorities
Professional or Employment Information
Job title, professional website, job application information
You, for example, if you fill out a form on our Website, create a Podium account, or apply for a role at Podium
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Legal, compliance, and security-related purposes
• Service providers
• Business partners
• Legal and other regulatory authorities
Inferences Inferences drawn from any of the above categories of personal information (e.g., preferences or characteristics)
• You or your devices, for example, through your use of our Services
• Clients and Authorized Users
• Provide, maintain, and support our Services
• Manage our business and for internal operations
• Advertise and market to you
• Legal, compliance, and security-related purposes
• Clients and Authorized Users
• Business partners
• Service providers
• Legal and other regulatory authorities
Sensitive Information
Podium does not “sell” or “share” sensitive personal information, or otherwise use or disclose sensitive personal information for purposes other than those specified in § 1798.121(a) of the CCPA.
Social Security Number You, for example, if you sign up for the Podium Payments Service
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Service providers
• Legal and other regulatory authorities
Driver’s License or State ID Number You, for example, if you sign up for the Podium Payments Service
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Service providers
• Legal and other regulatory authorities
Account Login and Password You, if you create a Podium account
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Service providers
• Legal and other regulatory authorities
Health Data You, if you provide such information to a Client via the Services
• Provide, maintain, and support our Services
• Legal, compliance, and security-related purposes
• Service providers
• Legal and other regulatory authorities
*Note that the actual personal information collected will depend on the nature of an individual’s relationship with Podium and the specific Services provided.
If you are a California resident, you may exercise your rights under the CCPA to have personal information Podium collects about you in a data controller/business capacity by following the instructions in the Your Rights and Choices section of this Privacy Policy.
12.3 Canada
If you are located in Canada, subject to applicable law and the nature of your relationship with Podium, you may have the right to review, correct, delete, or otherwise limit our use of your personal information that has been previously provided to us. You may also have the right to access information about the ways in which your personal information is or has been used and the names of individuals and/or organizations to which your information has been disclosed. You may exercise such rights by following the instructions in the Your Rights and Choices section of this Privacy Policy.
The Office of the Privacy Commissioner of Canada drafted this FAQ to help you access your personal information when it is held by a business. You can also contact the Office of the Privacy Commissioner of Canada’s Information Centre at 1-800-282-1376 or by mail at: Office of the Privacy Commissioner, 30 Victoria Street, Gatineau, Québec K1A 1H3.
If you have any issue with how we process your personal information, or how we responded to your request, please let us know. We will try to improve our processes and provide you with additional information about our practices if you would like us to do so. If you are still not satisfied, you can lodge a complaint to the Office of the Privacy Commissioner of Canada using this online form, or to your local privacy regulators.
13. Changes to Our Privacy Policy
Podium will post any changes we make to our Privacy Policy on this page. The date the Privacy Policy was last revised is identified at the top of this page. If we make material changes to how we process personal information, we will notify Clients and Authorized Users by email to the primary email addresses specified in their accounts. If you are a Client or Authorized User, you are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting our Services and this Privacy Policy to check for any changes.
14. Contact Us
If you have questions about our Privacy Policy, our data processing practices, or our compliance with applicable privacy laws, please email us at privacy@podium.com, write to us at: Podium Corporation, Inc., Attn: Legal Department, 1650 W Digital Drive, Lehi, UT 84043, or call us via our toll-free number 1-833-276-3486.
In the event you are a user with a disability, or are supporting an individual with a disability, and are having difficulty navigating this Privacy Policy or the information linked within this Privacy Policy, please contact us at privacy@podium.com.
Effective March 15th 2024 to August 15th 2024
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Table of Contents
Podium Privacy Policy
Podium Corporation, Inc. (“Podium”, “we”, and/or “us”) values your privacy. This privacy policy (“Privacy Policy”) describes the types of information we may collect from any individual or entity, including, but not limited to, Clients, Customers, Authorized Users, and end users (“you”), who accesses or uses Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (“Services”) and our practices for collecting, using, maintaining, protecting, and disclosing that information. By using our Services, you agree to the collection, use, disclosure, and procedures this Privacy Policy describes. Beyond the Privacy Policy, your use of our Services is also subject to our Terms of Service (https://legal.podium.com/#termsofservice-us) and our Acceptable Use Policy (https://legal.podium.com/#aup-us). All capitalized terms not defined in this Privacy Policy have the same meaning given in our Terms of Service.
This Privacy Policy applies to information we collect:
Through the Services.
In email, text, and other electronic messages between you and the Services.
Through mobile and desktop applications you download from the Services or a third-party app store, which provide dedicated non-browser-based interaction between you and the Services.
When you interact with our advertising and applications on third-party websites and services, if those applications or advertising include links to this policy.
This Privacy Policy does not apply to information collected by us offline.
Please read this policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, your choice is not to use our Services. By accessing or using our Services, you agree to this Privacy Policy. This Privacy Policy may change from time to time (see Changes to Our Privacy Policy). Your continued use of the Services after we make changes is deemed to be acceptance of those changes, so please check the policy periodically for updates. If you do not provide your information when requested, you may not be able to use our Services if that information is necessary to provide you with our Services or if we are legally required to collect it.
1. INFORMATION WE COLLECT ABOUT YOU AND HOW WE COLLECT IT
1.1. What We Collect. We collect several types of information from and about users of our Services, including:
1.1.1. Personal information, by which you may be personally identified, such as name, postal address, e-mail address, telephone number, or social security number;
1.1.2. Information that is about you but individually does not identify you;
1.1.3. If you share it through our Services, including with another user of our Services, Protected Health Information (as defined under the United States Health Insurance Portability and Accountability Act of 1996 (HIPAA)).” For more information about your rights under HIPAA, see www.hhs.gov/ocr/privacy);
1.1.4. Information necessary to make financial transactions, such as your billing address, other addresses related to you, and credit card or other payment information; and/or
1.1.5. Information about your internet connection, the equipment you use to access our Services, and usage details.
1.2. How We Collect Information
1.2.1. Directly from you when you provide it to us.
1.2.2. Automatically as you use our Services. Information collected automatically may include usage details, IP addresses, and information collected through cookies, web beacons, and other tracking technologies.
1.2.3. From third parties, for example, our business partners or from publicly available sources such as certain third-party review sites.
1.3. Information You Provide to Us. The information we collect through our Services may include:
1.3.1. Registration and Profile Information. Information that you provide by filling in forms through our Services. This includes information provided at the time of registering to use our Services, subscribing to our Services, signing up to receive information about our Services, posting material, or requesting further services. We may also ask you for information when you enter a contest or promotion sponsored by us, and when you report a problem with our Services. If you sign up for an account, register to use our Services, purchase our products, or sign up to receive information about our Services, we may ask you for your, or your customer’s, first and last name, e-mail address, phone number, physical address, P.O. box or other postal address, login information, and any other information we collect.
1.3.2. Communications with Podium. Information when you contact us directly such as records and copies of your correspondence (including email addresses), as well as communications with other parties as you use the Services. For example, when you contact our Customer Support Team, we will receive your name, mobile phone number, the contents of a message, and any other information you choose to provide.
1.3.3. Communications Using the Services with Others. You also may provide information to others through the Services and your communications may be transmitted to other users of the Services or third parties (collectively, “User Contributions”). Any User Contributions you post or transmit to others is done at your own risk. We cannot always control the actions of other users of the Services, or a third party outside the Services, with whom you may choose to share your User Contributions.
1.3.4. Survey Information. Your responses to surveys that we might ask you to complete for research purposes such as customer success and marketing strategy.
1.3.5. Payment information. When you add billing information or a credit card number to your account or make a purchase (e.g., through our Payments or Terminal products), we will use a third-party service provider to collect and store your payment information.
1.3.6. Search Information. Your search queries on the Services.
1.3.7. Images. We collect any images that you submit to our Services.
1.3.8. Audio and Voice. We collect audio through the Services, such as voice recordings that may be transcribed by us or a third party.
1.4. Information We Collect Through Automatic Data Collection Technologies. The information we collect automatically may include personal information. As you navigate through and interact with our Services, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including:
1.4.1. Usage Information. Details of your use of our Services, including traffic data, location data, logs, and other communication data and the resources that you access and use through the Services. To help us understand how you use our Services and to help us improve them, we automatically receive information about your interactions with our Services, such as the ads you click on, pages or other content you view, the searches you conduct, purchases you make, your comments, and the dates and times of your visits.
1.4.2. Location Information. When you use our Services, if you allow us, we will receive your precise location information. We also infer your more general location information (for example, your internet protocol (IP) address may indicate your more general geographic region.
1.4.3. Device Information. We receive information about the device and software you use to access our Services, including IP address, web browser type, operating system version, phone carrier and manufacturer, application installations, device identifiers, other equipment identifiers, mobile advertising identifiers, and push notification tokens.
1.4.4. Information from Cookies and Similar Technologies. We and third-party partners collect information using cookies, pixel tags, or similar technologies. Our third-party partners, such as analytics and advertising partners, may use these technologies to collect information about your online activities over time and across different services.
1.4.5. Widget Information. Other websites may integrate Podium’s widgets (such as Podium Webchat). When you visit a site with a Podium widget embedded, we may receive certain information about you, including information about the web page you visited, your IP address, and other information about your device. Podium and the widget can recognize you across websites containing Podium’s widgets, and the widget may be used to show personalized content or advertising. We know when you interact with a widget, and websites containing the widgets may receive this information.
1.4.6. Text Information. We may facilitate text messages between you and your customers. In the process, we may receive information about these communications, such as the date and time of the SMS message, the parties’ phone numbers, and the content of any SMS messages.
1.4.7. User Feedback. We receive information about reviews and surveys and give our clients information about ratings and reviews.
1.4.8. Profile Information. Inferences drawn from any of the information above to create a profile about you that may reflect, for example, your preferences, characteristics, and behavior, including for account security purposes or to enhance our Services to you.
1.4.9. Information you provide to Third Parties. If you choose to link our Services to a third-party account, we may receive information about you, including your profile information, photo, and use of the third-party account. Additionally, we may receive information about you from third parties such as data or marketing partners and combine it with other information we have about you.
We also may use these technologies to collect information about your online activities over time and across third-party websites or other online services (behavioral tracking).
1.5. Methods for Automatic Data Collection. The technologies we use for automatic data collection may include:
1.5.1. Cookies (or browser cookies). A cookie is a small text file containing a string of alphanumeric characters placed on the hard drive of your computer. We may use both session cookies and persistent cookies. A session cookie disappears after you close your browser. A persistent cookie remains after you close your browser and may be used by your browser on subsequent visits to our Services. Please review your web browser’s “Help” file to learn the proper way to modify your cookie settings. You may refuse to accept browser cookies by activating the appropriate setting on your browser. However, if you select this setting you may be unable to access certain parts of our Services. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to our Services.
1.5.2. Flash Cookies. Certain features of our Services may use local stored objects (or Flash cookies) to collect and store information about your preferences and navigation to, from, and on our Services. Flash cookies are not managed by the same browser settings as are used for browser cookies.
1.5.3. Web Beacons. Our Services and our e-mails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit us, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity).
We may not always collect personal information automatically, but we may tie this information to personal information about you that you provide to us or that we collect from other sources.
2. THIRD-PARTY USE OF COOKIES AND OTHER TRACKING TECHNOLOGIES
Some content or applications, including advertisements, on the Services are served by third-parties, including advertisers, ad networks and servers, content providers, and application providers. These third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you when you use our Services. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites and other online services. They may use this information to provide you with interest-based (behavioral) advertising or other targeted content.
3. HOW WE USE YOUR INFORMATION
We use certain information that we collect about you or that you provide to us, including certain personal information:
3.1. To present our Services and related content to you;
3.2. To personalize and improve your experience on our Services, such as presenting tailored content, speeding up your searched, recognizing when you return to our Services, and storing information about your preferences, allowing us to customize our Services according to your individual interests;
3.3. For marketing purposes, such as customizing and communicating informational or product offerings, promotions, and advertising materials that may be useful, relevant, valuable or otherwise of interest to you. We may also use it to estimate our audience size and usage patterns;
3.4. To send you text messages and push notifications;
3.5. To provide, maintain, improve, and enhance our Services;
3.6. To provide you with information, products, or services that you request from us;
3.7. To facilitate transactions and payments;
3.8. To provide you with notices about your account or subscription, including expiration and renewal notices;
3.9. To carry out our obligations and enforce our rights arising from any contract(s) entered into between you and us, including for billing and collection;
3.10. To notify you about changes to our Services or any products or services we offer or provide though it;
3.11. To allow you to participate in interactive features on our Services;
3.12. To communicate with you, provide you with updates and other information that you request, respond to comments and questions, and otherwise provide customer support;
3.13. To market additional or new products or services relating to Podium and your Podium Services to you;
3.14. To find and prevent fraud and respond to trust and safety issues that may arise;
3.15. To de-identify and aggregate information collected through the Services and use it for any lawful purpose;
3.16. For compliance purposes, including enforcing our Terms of Service or other legal rights, or as may be required by applicable laws and regulations or as requested by any judicial process or governmental agency;
3.17. To fulfill any other purpose for which you provide it;
3.18. In any other way we may describe when you provide the information; and
3.19. For any other purpose with your consent;
We may also maintain the information we collect or associate it with personal information we collect in other ways or receive from third parties.
We retain your personal information for as long as necessary to achieve the purpose of the collection unless we are required by law to keep it longer.
Note that Podium's use and transfer of information from Google APIs to any other app will adhere to the Google API Services User Data Policy, including the Limited Use requirements.
4. DISCLOSURE OF YOUR INFORMATION
4.1. Aggregate and Anonymous Information. We may disclose aggregated information about our users, and information that does not identify any individual, for any business purpose.
4.2. Personal Information. We may disclose personal information that we collect or you provide as described in this privacy policy:
4.2.1. Affiliates. We may share any information we receive with our subsidiaries, affiliates, and partners for any of the purposes described in this Privacy Policy.
4.2.2. Vendors and Service Providers. We may share any information we receive with vendors, contractors, service providers, and other third parties retained in connection with the provision of our Services or who we use to support our business.
4.2.3. Third Party App Integrations. If you connect a third-party application to our Services, we may share information with that third party.
4.2.4. Advertising Partners. We work with third party advertising partners to show you ads that we think may interest you. These advertising partners may set and access their own cookies, pixel tags and similar technologies on our Services and they may otherwise collect or have access to information about you which they may collect over time and across different online services. Some of our advertising partners are members of the Network Advertising Initiative (http://optout.networkadvertising.org/?c=1#!/) or the Digital Advertising Alliance (http://optout.aboutads.info/?c=2⟨=EN). If you do not wish to receive personalized ads, please visit their opt-out pages to learn more about how you may opt out of receiving web-based personalized ads from member companies. You can access any settings offered by your mobile operating system to limit ad tracking or you can install the AppChoices mobile app to learn more about how you may opt out of personalized ads in mobile apps.
4.2.5. Analytics Partners. We use web analytics services such as Google Analytics to collect and process certain analytics data. These services may also collect information about your use of other websites, apps, and online resources. You can learn about Google’s practices by going to https://www.google.com/policies/privacy/partners/ and opt-out of them by downloading the Google Analytics opt-out browser add-on, available at https://tools.google.com/dlpage/gaoptout.
4.2.6. Other Users. Our Services enable you to, among other things, communicate with others. Your name, username, and other profile information may be viewable and searchable by other users. The content you post to the Services may be displayed on the Services and viewable by other users by default. We are not responsible for the other users’ use of available information, so you should carefully consider whether and what to post or how you identify yourself on the Services.
4.2.7. Sale, Acquisition, Merger or Other Asset Transfers. We may share information to a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Podium's assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by Podium about our users is among the assets transferred.
4.2.8. To Fulfill the Purpose for which You Provide. We may share information at your direction. For example, if you give us an email address or other contact information as a referral, we may use that email address to contact the referred party.
4.2.9. As Disclosed. We may share information for any other purpose disclosed by us when you provide the information.
4.2.10. With Consent. We may share information with your consent.
4.3. Other Possible Disclosures of Personal Information. We may also disclose your personal information:
4.3.1. As Required by Law and Similar Disclosures. In cooperation with governmental authorities and in our sole discretion, we may access, preserve, and disclose information about you if we believe it is necessary or appropriate to: (a) comply with law enforcement requests and legal process, such as in connection with a court order or subpoena; (b) respond to your requests; or (c) if we believe a disclosure of such information is necessary to protect your, our, or other’s property, rights, or safety. For the avoidance of doubt, the disclosure of information about you may occur if you post any objectionable content on or through the Services.
4.3.2. To enforce or apply our Terms of Service, Acceptable Use Policy, and other agreements, including, but not limited to, for billing and collection purposes.
4.3.3. If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of Podium, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.
5. CHOICES ABOUT HOW WE USE AND DISCLOSE YOUR INFORMATION
We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:
5.1. Communications with Other Users. The Services allow you to communicate with other users. Some of those communications are intended to be public, such as a review that is left on a third-party website. Other communications may be private or intended by you or another user to be private. We cannot always control the actions of other users with whom you communicate through our Services, so you must be aware that communications you intend to be private could be shared publicly by another user with whom you communicate. Furthermore, by communicating with other users, you acknowledge and agree that information you post or otherwise make public may be available to the public or other users.
5.2. Location Information. You can prevent your device from sharing precise location information at any time through your device’s operating system settings.
5.3. Podium Marketing Communications. You can unsubscribe from our promotional emails via the link provided in the emails. You can unsubscribe from our promotional text messages by replying “STOP”. Even if you out-out of receiving promotional messages from us, you will continue to receive administrative messages from us. For example, if we have sent you a promotional email, you may send us a return email asking to be omitted from future email distributions, but this opt out will not apply to information provided to Podium as a result of a product purchase, warranty registration, product service experience or other transactions.
5.4. Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. To learn how you can manage your Flash cookie settings, visit the Flash player settings page on Adobe's website. If you disable or refuse cookies, please note that some parts of our Services may then be inaccessible or not function properly.
If you choose not to provide us with information we collect, some features of our Services may not work as intended.
Our Services may contain links to other websites, products, or services that we do not own or operate. We are not responsible for the privacy practices of these third parties, and we do not control third parties’ collection or use of your information. Please be aware that this Privacy Policy does not apply to your activities on these third-party services or any information you disclose to these third parties. We encourage you to read their privacy policies before providing information to them. These third parties may provide you with ways to choose not to have your information collected or used in this way.
Furthermore, we do not control third parties' collection or use of your information to serve interest-based advertising. However, these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving targeted ads from members of the Network Advertising Initiative (“NAI”) on the NAI's website.
6. INTERNATIONAL USERS
Our Services are hosted in the United States. If you choose to use the Services from other regions of the world with laws governing data collection and use that may differ from United States law (see below for specific information relating to Australian Users), then please note that you are transferring your personal information outside of those regions to the United States for storage and processing. Also, we may transfer your data from the United States to other countries or regions in connection with storage and processing of data, fulfilling your requests, and operating the Services. Your providing of information, including personal information, on or to the Services constitutes your consent to such transfer, storage, and processing.
6.1. Australian Users. If you are an Australian user accessing or using Podium from Australia, the Privacy Act 1988 (Cth) and the Australian Privacy Principles contained in the Privacy Act 1988 (Cth) applies to personal information collected or held by Podium or its Affiliates with an “Australian link” (within the meaning of the Privacy Act). In addition, Podium is committed to complying with other applicable Commonwealth, State or Territory privacy and data protection laws and regulations.
6.2. Canadian Users. If you are a Canadian user accessing or using Podium from Canada, the following terms apply in respect of your personal information:
You have the right to access and correct your personal information, Our Services may already provide you with functionalities to do this, but if these functionalities are not helpful, you can nevertheless exercise these rights. To do so, you can reach us at privacy@podium.com, or by mail at:
Podium
1650 W Digital Drive
Lehi, UT 84043
We will try to help you with your request free of charge. However, we may request that you pay a reasonable fee, such as if you request a transcript or a reproduction by mail. We will only do so if we are authorized by law, and if we notified you before and you’ve accepted the fees. To avoid any fraudulent request and protect your personal information, we may ask that you provide a proof of identity with your request. We will not use such personal information for any other purposes. We will respond to your request within thirty (30) days, unless agreed otherwise. If your request is denied, we will notify you in writing, and provide you with detailed motives and information on how to contest our decision.
The Office of the Privacy Commissioner of Canada drafted this FAQ to help you access your personal information when it is held by a business. You can also contact the Office of the Privacy Commissioner of Canada’s Information Centre:
Telephone
9:00 am to 4:00 pm EST
Toll-free: 1-800-282-1376
Mailing address
Office of the Privacy Commissioner
30 Victoria Street
Gatineau, Québec
K1A 1H3
If you have any issue with how we collect, use or disclose your personal information, or how we responded to your request, please let us know. We will do our best to improve our processes to make certain that it does not happen again. We will also provide you with additional information about our practices if you would like us to do so. If you are still not satisfied, you can lodge a complaint to the Office of the Privacy Commissioner of Canada using this online form, or to your local privacy regulators.
7. CHILDREN UNDER THE AGE OF 13
Our Services are not intended for children under 13 years of age. No one under age 13 may provide any information through or on the Services. We do not knowingly collect personal information from children under 13. If you are under 13, do not use or provide any information through or on our Services or through any of their features. If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us at privacy@podium.com.
8. ACCESSING AND CORRECTING YOUR INFORMATION
You can review and change your personal information by logging into the Services and visiting your account profile page.
You may also submit a request here or send us an email at privacy@podium.com to request access to or delete certain personal information that you have provided to us. If you have a user account with us, we cannot delete all of your personal information except by also deleting your user account. We may not accommodate a request to change or delete information if we believe the change or deletion would violate any law or legal requirement, cause Podium to violate its rights or legal obligations, or cause the information to be incorrect.
If you delete your User Contributions from the Services, copies of your User Contributions may remain viewable in cached and archived pages or might have been copied or stored by other Services users. Proper access and use of information provided through the Services, including User Contributions, is governed by our Terms of Service.
9. YOUR CALIFORNIA PRIVACY RIGHTS
If you are a California resident, California law may provide you with additional rights regarding our use of your personal information. If you have registered with us, you may request that we delete your information in your account by contacting us. We will make commercially reasonable efforts to delete such information upon request. We may archive all or some of your information as we believe may be required by law or for legitimate business purposes.
10. DATA SECURITY
Podium values the security of your information. We have implemented reasonable security measures that are designed to protect the information we maintain.
The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain features of our Services, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. We urge you to be careful about giving out information when using certain aspects of the services such as the Webchat feature. The information you share in public areas may be viewed by other users of the Services.
Unfortunately, the transmission of information via the internet is not completely secure. As our Services are hosted electronically, we can make no guarantees as to the security or privacy of your information. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted through our Services. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.
11. CHANGES TO OUR PRIVACY POLICY
It is our policy to post any changes we make to our privacy policy on this page. If we make material changes to how we treat our users' personal information, we will notify you by email to the primary email address specified in your account. The date the privacy policy was last revised is identified at the top of the page. You are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting our Services and this privacy policy to check for any changes.
12. CONTACT INFORMATION
You can update your account and profile information through your profile settings. If you have questions about your privacy on the Services or this Privacy Policy, email us at:
privacy@podium.com, write to us at
1650 W Digital Drive, Lehi, UT 84043, or call us via our toll-free number:
1-833-276-3486
To register a complaint or concern, please refer to our dispute resolution instructions found in our Terms of Service.
Effective: October 19, 2023
Effective November 8th 2023 to March 15th 2024
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Podium Privacy Policy
Podium Corporation, Inc. (“Podium”, “we”, and/or “us”) values your privacy. This privacy policy (“Privacy Policy”) describes the types of information we may collect from any individual or entity, including, but not limited to, Clients, Customers, Authorized Users, and end users (“you”), who accesses or uses Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (“Services”) and our practices for collecting, using, maintaining, protecting, and disclosing that information. By using our Services, you agree to the collection, use, disclosure, and procedures this Privacy Policy describes. Beyond the Privacy Policy, your use of our Services is also subject to our Terms of Service (https://legal.podium.com/#termsofservice-us) and our Acceptable Use Policy (https://legal.podium.com/#aup-us). All capitalized terms not defined in this Privacy Policy have the same meaning given in our Terms of Service .
This Privacy Policy applies to information we collect:
Through the Services.
In email, text, and other electronic messages between you and the Services.
Through mobile and desktop applications you download from the Services or a third-party app store, which provide dedicated non-browser-based interaction between you and the Services.
When you interact with our advertising and applications on third-party websites and services, if those applications or advertising include links to this policy.
This Privacy Policy does not apply to information collected by us offline.
Please read this policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, your choice is not to use our Services. By accessing or using our Services, you agree to this Privacy Policy. This Privacy Policy may change from time to time (see Changes to Our Privacy Policy). Your continued use of the Services after we make changes is deemed to be acceptance of those changes, so please check the policy periodically for updates. If you do not provide your information when requested, you may not be able to use our Services if that information is necessary to provide you with our Services or if we are legally required to collect it.
1. INFORMATION WE COLLECT ABOUT YOU AND HOW WE COLLECT IT
1.1. What We Collect. We collect several types of information from and about users of our Services, including:
1.1.1. Personal information, by which you may be personally identified, such as name, postal address, e-mail address, telephone number, or social security number;
1.1.2. Information that is about you but individually does not identify you;
1.1.3. If you share it through our Services, including with another user of our Services, Protected Health Information (as defined under the United States Health Insurance Portability and Accountability Act of 1996 (HIPAA)).” For more information about your rights under HIPAA, see www.hhs.gov/ocr/privacy);
1.1.4. Information necessary to make financial transactions, such as your billing address, other addresses related to you, and credit card or other payment information; and/or
1.1.5. Information about your internet connection, the equipment you use to access our Services, and usage details.
1.2. How We Collect Information
1.2.1. Directly from you when you provide it to us.
1.2.2. Automatically as you use our Services. Information collected automatically may include usage details, IP addresses, and information collected through cookies, web beacons, and other tracking technologies.
1.2.3. From third parties, for example, our business partners or from publicly available sources such as certain third-party review sites.
1.3. Information You Provide to Us. The information we collect through our Services may include:
1.3.1. Registration and Profile Information. Information that you provide by filling in forms through our Services. This includes information provided at the time of registering to use our Services, subscribing to our Services, signing up to receive information about our Services, posting material, or requesting further services. We may also ask you for information when you enter a contest or promotion sponsored by us, and when you report a problem with our Services. If you sign up for an account, register to use our Services, purchase our products, or sign up to receive information about our Services, we may ask you for your, or your customer’s, first and last name, e-mail address, phone number, physical address, P.O. box or other postal address, login information, and any other information we collect.
1.3.2. Communications with Podium. Information when you contact us directly such as records and copies of your correspondence (including email addresses), as well as communications with other parties as you use the Services. For example, when you contact our Customer Support Team, we will receive your name, mobile phone number, the contents of a message, and any other information you choose to provide.
1.3.3. Communications Using the Services with Others. You also may provide information to others through the Services and your communications may be transmitted to other users of the Services or third parties (collectively, “User Contributions”). Any User Contributions you post or transmit to others is done at your own risk. We cannot always control the actions of other users of the Services, or a third party outside the Services, with whom you may choose to share your User Contributions.
1.3.4. Survey Information. Your responses to surveys that we might ask you to complete for research purposes such as customer success and marketing strategy.
1.3.5. Payment information. When you add billing information or a credit card number to your account or make a purchase (e.g., through our Payments or Terminal products), we will use a third-party service provider to collect and store your payment information.
1.3.6. Search Information. Your search queries on the Services.
1.3.7. Images. We collect any images that you submit to our Services.
1.3.8. Audio and Voice. We collect audio through the Services, such as voice recordings that may be transcribed by us or a third party.
1.4. Information We Collect Through Automatic Data Collection Technologies. The information we collect automatically may include personal information. As you navigate through and interact with our Services, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including:
1.4.1. Usage Information. Details of your use of our Services, including traffic data, location data, logs, and other communication data and the resources that you access and use through the Services. To help us understand how you use our Services and to help us improve them, we automatically receive information about your interactions with our Services, such as the ads you click on, pages or other content you view, the searches you conduct, purchases you make, your comments, and the dates and times of your visits.
1.4.2. Location Information. When you use our Services, if you allow us, we will receive your precise location information. We also infer your more general location information (for example, your internet protocol (IP) address may indicate your more general geographic region.
1.4.3. Device Information. We receive information about the device and software you use to access our Services, including IP address, web browser type, operating system version, phone carrier and manufacturer, application installations, device identifiers, other equipment identifiers, mobile advertising identifiers, and push notification tokens.
1.4.4. Information from Cookies and Similar Technologies. We and third-party partners collect information using cookies, pixel tags, or similar technologies. Our third-party partners, such as analytics and advertising partners, may use these technologies to collect information about your online activities over time and across different services.
1.4.5. Widget Information. Other websites may integrate Podium’s widgets (such as Podium Webchat). When you visit a site with a Podium widget embedded, we may receive certain information about you, including information about the web page you visited, your IP address, and other information about your device. Podium and the widget can recognize you across websites containing Podium’s widgets, and the widget may be used to show personalized content or advertising. We know when you interact with a widget, and websites containing the widgets may receive this information.
1.4.6. Text Information. We may facilitate text messages between you and your customers. In the process, we may receive information about these communications, such as the date and time of the SMS message, the parties’ phone numbers, and the content of any SMS messages.
1.4.7. User Feedback. We receive information about reviews and surveys and give our clients information about ratings and reviews.
1.4.8. Profile Information. Inferences drawn from any of the information above to create a profile about you that may reflect, for example, your preferences, characteristics, and behavior, including for account security purposes or to enhance our Services to you.
1.4.9. Information you provide to Third Parties. If you choose to link our Services to a third-party account, we may receive information about you, including your profile information, photo, and use of the third-party account. Additionally, we may receive information about you from third parties such as data or marketing partners and combine it with other information we have about you.
We also may use these technologies to collect information about your online activities over time and across third-party websites or other online services (behavioral tracking).
1.5. Methods for Automatic Data Collection. The technologies we use for automatic data collection may include:
1.5.1. Cookies (or browser cookies). A cookie is a small text file containing a string of alphanumeric characters placed on the hard drive of your computer. We may use both session cookies and persistent cookies. A session cookie disappears after you close your browser. A persistent cookie remains after you close your browser and may be used by your browser on subsequent visits to our Services. Please review your web browser’s “Help” file to learn the proper way to modify your cookie settings. You may refuse to accept browser cookies by activating the appropriate setting on your browser. However, if you select this setting you may be unable to access certain parts of our Services. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to our Services.
1.5.2. Flash Cookies. Certain features of our Services may use local stored objects (or Flash cookies) to collect and store information about your preferences and navigation to, from, and on our Services. Flash cookies are not managed by the same browser settings as are used for browser cookies.
1.5.3. Web Beacons. Our Services and our e-mails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit us, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity).
We may not always collect personal information automatically, but we may tie this information to personal information about you that you provide to us or that we collect from other sources.
2. THIRD-PARTY USE OF COOKIES AND OTHER TRACKING TECHNOLOGIES
Some content or applications, including advertisements, on the Services are served by third-parties, including advertisers, ad networks and servers, content providers, and application providers. These third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you when you use our Services. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites and other online services. They may use this information to provide you with interest-based (behavioral) advertising or other targeted content.
3. HOW WE USE YOUR INFORMATION
We use certain information that we collect about you or that you provide to us, including certain personal information:
3.1. To present our Services and related content to you;
3.2. To personalize and improve your experience on our Services, such as presenting tailored content, speeding up your searched, recognizing when you return to our Services, and storing information about your preferences, allowing us to customize our Services according to your individual interests;
3.3. For marketing purposes, such as customizing and communicating informational or product offerings, promotions, and advertising materials that may be useful, relevant, valuable or otherwise of interest to you. We may also use it to estimate our audience size and usage patterns;
3.4. To send you text messages and push notifications;
3.5. To provide, maintain, improve, and enhance our Services;
3.6. To provide you with information, products, or services that you request from us;
3.7. To facilitate transactions and payments;
3.8. To provide you with notices about your account or subscription, including expiration and renewal notices;
3.9. To carry out our obligations and enforce our rights arising from any contract(s) entered into between you and us, including for billing and collection;
3.10. To notify you about changes to our Services or any products or services we offer or provide though it;
3.11. To allow you to participate in interactive features on our Services;
3.12. To communicate with you, provide you with updates and other information that you request, respond to comments and questions, and otherwise provide customer support;
3.13. To market additional or new products or services relating to Podium and your Podium Services to you;
3.14. To find and prevent fraud and respond to trust and safety issues that may arise;
3.15. To de-identify and aggregate information collected through the Services and use it for any lawful purpose;
3.16. For compliance purposes, including enforcing our Terms of Service or other legal rights, or as may be required by applicable laws and regulations or as requested by any judicial process or governmental agency;
3.17. To fulfill any other purpose for which you provide it;
3.18. In any other way we may describe when you provide the information; and
3.19. For any other purpose with your consent;
We may also maintain the information we collect or associate it with personal information we collect in other ways or receive from third parties.
We retain your personal information for as long as necessary to achieve the purpose of the collection unless we are required by law to keep it longer.
Note that Podium's use and transfer of information from Google API's to any other app will adhere to Google API Services User Data Policy, including the Limited Use requirements.
4. DISCLOSURE OF YOUR INFORMATION
4.1. Aggregate and Anonymous Information. We may disclose aggregated information about our users, and information that does not identify any individual, for any business purpose.
4.2. Personal Information. We may disclose personal information that we collect or you provide as described in this privacy policy:
4.2.1. Affiliates. We may share any information we receive with our subsidiaries, affiliates, and partners for any of the purposes described in this Privacy Policy.
4.2.2. Vendors and Service Providers. We may share any information we receive with vendors, contractors, service providers, and other third parties retained in connection with the provision of our Services or who we use to support our business.
4.2.3. Third Party App Integrations. If you connect a third-party application to our Services, we may share information with that third party.
4.2.4. Advertising Partners. We work with third party advertising partners to show you ads that we think may interest you. These advertising partners may set and access their own cookies, pixel tags and similar technologies on our Services and they may otherwise collect or have access to information about you which they may collect over time and across different online services. Some of our advertising partners are members of the Network Advertising Initiative (http://optout.networkadvertising.org/?c=1#!/) or the Digital Advertising Alliance (http://optout.aboutads.info/?c=2⟨=EN). If you do not wish to receive personalized ads, please visit their opt-out pages to learn more about how you may opt out of receiving web-based personalized ads from member companies. You can access any settings offered by your mobile operating system to limit ad tracking or you can install the AppChoices mobile app to learn more about how you may opt out of personalized ads in mobile apps.
4.2.5. Analytics Partners. We use web analytics services such as Google Analytics to collect and process certain analytics data. These services may also collect information about your use of other websites, apps, and online resources. You can learn about Google’s practices by going to https://www.google.com/policies/privacy/partners/ and opt-out of them by downloading the Google Analytics opt-out browser add-on, available at https://tools.google.com/dlpage/gaoptout.
4.2.6. Other Users. Our Services enable you to, among other things, communicate with others. Your name, username, and other profile information may be viewable and searchable by other users. The content you post to the Services may be displayed on the Services and viewable by other users by default. We are not responsible for the other users’ use of available information, so you should carefully consider whether and what to post or how you identify yourself on the Services.
4.2.7. Sale, Acquisition, Merger or Other Asset Transfers. We may share information to a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Podium's assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by Podium about our users is among the assets transferred.
4.2.8. To Fulfill the Purpose for which You Provide. We may share information at your direction. For example, if you give us an email address or other contact information as a referral, we may use that email address to contact the referred party.
4.2.9. As Disclosed. We may share information for any other purpose disclosed by us when you provide the information.
4.2.10. With Consent. We may share information with your consent.
4.3. Other Possible Disclosures of Personal Information. We may also disclose your personal information:
4.3.1. As Required by Law and Similar Disclosures. In cooperation with governmental authorities and in our sole discretion, we may access, preserve, and disclose information about you if we believe it is necessary or appropriate to: (a) comply with law enforcement requests and legal process, such as in connection with a court order or subpoena; (b) respond to your requests; or (c) if we believe a disclosure of such information is necessary to protect your, our, or other’s property, rights, or safety. For the avoidance of doubt, the disclosure of information about you may occur if you post any objectionable content on or through the Services.
4.3.2. To enforce or apply our Terms of Service, Acceptable Use Policy, and other agreements, including, but not limited to, for billing and collection purposes.
4.3.3. If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of Podium, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.
5. CHOICES ABOUT HOW WE USE AND DISCLOSE YOUR INFORMATION
We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:
5.1. Communications with Other Users. The Services allow you to communicate with other users. Some of those communications are intended to be public, such as a review that is left on a third-party website. Other communications may be private or intended by you or another user to be private. We cannot always control the actions of other users with whom you communicate through our Services, so you must be aware that communications you intend to be private could be shared publicly by another user with whom you communicate. Furthermore, by communicating with other users, you acknowledge and agree that information you post or otherwise make public may be available to the public or other users.
5.2. Location Information. You can prevent your device from sharing precise location information at any time through your device’s operating system settings.
5.3. Podium Marketing Communications. You can unsubscribe from our promotional emails via the link provided in the emails. You can unsubscribe from our promotional text messages by replying “STOP”. Even if you out-out of receiving promotional messages from us, you will continue to receive administrative messages from us. For example, if we have sent you a promotional email, you may send us a return email asking to be omitted from future email distributions, but this opt out will not apply to information provided to Podium as a result of a product purchase, warranty registration, product service experience or other transactions.
5.4. Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. To learn how you can manage your Flash cookie settings, visit the Flash player settings page on Adobe's website. If you disable or refuse cookies, please note that some parts of our Services may then be inaccessible or not function properly.
If you choose not to provide us with information we collect, some features of our Services may not work as intended.
Our Services may contain links to other websites, products, or services that we do not own or operate. We are not responsible for the privacy practices of these third parties, and we do not control third parties’ collection or use of your information. Please be aware that this Privacy Policy does not apply to your activities on these third-party services or any information you disclose to these third parties. We encourage you to read their privacy policies before providing information to them. These third parties may provide you with ways to choose not to have your information collected or used in this way.
Furthermore, we do not control third parties' collection or use of your information to serve interest-based advertising. However, these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving targeted ads from members of the Network Advertising Initiative (“NAI”) on the NAI's website.
6. INTERNATIONAL USERS
Our Services are hosted in the United States. If you choose to use the Services from other regions of the world with laws governing data collection and use that may differ from United States law (see below for specific information relating to Australian Users), then please note that you are transferring your personal information outside of those regions to the United States for storage and processing. Also, we may transfer your data from the United States to other countries or regions in connection with storage and processing of data, fulfilling your requests, and operating the Services. Your providing of information, including personal information, on or to the Services constitutes your consent to such transfer, storage, and processing.
6.1. Australian Users. If you are an Australian user accessing or using Podium from Australia, the Privacy Act 1988 (Cth) and the Australian Privacy Principles contained in the Privacy Act 1988 (Cth) applies to personal information collected or held by Podium or its Affiliates with an “Australian link” (within the meaning of the Privacy Act). In addition, Podium is committed to complying with other applicable Commonwealth, State or Territory privacy and data protection laws and regulations.
6.2. Canadian Users. If you are a Canadian user accessing or using Podium from Canada, the following terms apply in respect of your personal information:
You have the right to access and correct your personal information, Our Services may already provide you with functionalities to do this, but if these functionalities are not helpful, you can nevertheless exercise these rights. To do so, you can reach us at privacy@podium.com, or by mail at:
Podium
1650 W Digital Drive
Lehi, UT 84043
We will try to help you with your request free of charge. However, we may request that you pay a reasonable fee, such as if you request a transcript or a reproduction by mail. We will only do so if we are authorized by law, and if we notified you before and you’ve accepted the fees. To avoid any fraudulent request and protect your personal information, we may ask that you provide a proof of identity with your request. We will not use such personal information for any other purposes. We will respond to your request within thirty (30) days, unless agreed otherwise. If your request is denied, we will notify you in writing, and provide you with detailed motives and information on how to contest our decision.
The Office of the Privacy Commissioner of Canada drafted this FAQ to help you access your personal information when it is held by a business. You can also contact the Office of the Privacy Commissioner of Canada’s Information Centre:
Telephone
9:00 am to 4:00 pm EST
Toll-free: 1-800-282-1376
Mailing address
Office of the Privacy Commissioner
30 Victoria Street
Gatineau, Québec
K1A 1H3
If you have any issue with how we collect, use or disclose your personal information, or how we responded to your request, please let us know. We will do our best to improve our processes to make certain that it does not happen again. We will also provide you with additional information about our practices if you would like us to do so. If you are still not satisfied, you can lodge a complaint to the Office of the Privacy Commissioner of Canada using this online form, or to your local privacy regulators.
7. CHILDREN UNDER THE AGE OF 13
Our Services are not intended for children under 13 years of age. No one under age 13 may provide any information through or on the Services. We do not knowingly collect personal information from children under 13. If you are under 13, do not use or provide any information through or on our Services or through any of their features. If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us at privacy@podium.com.
8. ACCESSING AND CORRECTING YOUR INFORMATION
You can review and change your personal information by logging into the Services and visiting your account profile page.
You may also submit a request here or send us an email at privacy-requests@podium.com to request access to or delete certain personal information that you have provided to us. If you have a user account with us, we cannot delete all of your personal information except by also deleting your user account. We may not accommodate a request to change or delete information if we believe the change or deletion would violate any law or legal requirement, cause Podium to violate its rights or legal obligations, or cause the information to be incorrect.
If you delete your User Contributions from the Services, copies of your User Contributions may remain viewable in cached and archived pages or might have been copied or stored by other Services users. Proper access and use of information provided through the Services, including User Contributions, is governed by our Terms of Service .
9. YOUR CALIFORNIA PRIVACY RIGHTS
If you are a California resident, California law may provide you with additional rights regarding our use of your personal information. If you have registered with us, you may request that we delete your information in your account by contacting us. We will make commercially reasonable efforts to delete such information upon request. We may archive all or some of your information as we believe may be required by law or for legitimate business purposes.
10. DATA SECURITY
Podium values the security of your information. We have implemented reasonable security measures that are designed to protect the information we maintain.
The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain features of our Services, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. We urge you to be careful about giving out information when using certain aspects of the services such as the Webchat feature. The information you share in public areas may be viewed by other users of the Services.
Unfortunately, the transmission of information via the internet is not completely secure. As our Services are hosted electronically, we can make no guarantees as to the security or privacy of your information. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted through our Services. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.
11. CHANGES TO OUR PRIVACY POLICY
It is our policy to post any changes we make to our privacy policy on this page. If we make material changes to how we treat our users' personal information, we will notify you by email to the primary email address specified in your account. The date the privacy policy was last revised is identified at the top of the page. You are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting our Services and this privacy policy to check for any changes.
12. CONTACT INFORMATION
You can update your account and profile information through your profile settings. If you have questions about your privacy on the Services or this Privacy Policy, email us at:
privacy@podium.com, write to us at
1650 W Digital Drive, Lehi, UT 84043, or call us via our toll-free number:
1-833-276-3486
To register a complaint or concern, please refer to our dispute resolution instructions found in our Terms of Service.
Effective: October 19, 2023
Effective October 19th 2023 to November 8th 2023
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Table of Contents
Podium Privacy Policy
Podium Corporation, Inc. (“Podium”, “we”, and/or “us”) values your privacy. This privacy policy (“Privacy Policy”) describes the types of information we may collect from any individual or entity, including, but not limited to, Clients, Customers, Authorized Users, and end users (“you”), who accesses or uses Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (“Services”) and our practices for collecting, using, maintaining, protecting, and disclosing that information. By using our Services, you agree to the collection, use, disclosure, and procedures this Privacy Policy describes. Beyond the Privacy Policy, your use of our Services is also subject to our Terms of Service (https://legal.podium.com/#termsofservice-us) and our Acceptable Use Policy (https://legal.podium.com/#aup-us). All capitalized terms not defined in this Privacy Policy have the same meaning given in our Terms of Service .
This Privacy Policy applies to information we collect:
Through the Services.
In email, text, and other electronic messages between you and the Services.
Through mobile and desktop applications you download from the Services or a third-party app store, which provide dedicated non-browser-based interaction between you and the Services.
When you interact with our advertising and applications on third-party websites and services, if those applications or advertising include links to this policy.
This Privacy Policy does not apply to information collected by us offline.
Please read this policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, your choice is not to use our Services. By accessing or using our Services, you agree to this Privacy Policy. This Privacy Policy may change from time to time (see Changes to Our Privacy Policy). Your continued use of the Services after we make changes is deemed to be acceptance of those changes, so please check the policy periodically for updates. If you do not provide your information when requested, you may not be able to use our Services if that information is necessary to provide you with our Services or if we are legally required to collect it.
1. INFORMATION WE COLLECT ABOUT YOU AND HOW WE COLLECT IT
1.1. What We Collect. We collect several types of information from and about users of our Services, including:
1.1.1. Personal information, by which you may be personally identified, such as name, postal address, e-mail address, telephone number, or social security number;
1.1.2. Information that is about you but individually does not identify you;
1.1.3. If you share it through our Services, including with another user of our Services, Protected Health Information (as defined under the United States Health Insurance Portability and Accountability Act of 1996 (HIPAA)).” For more information about your rights under HIPAA, see www.hhs.gov/ocr/privacy);
1.1.4. Information necessary to make financial transactions, such as your billing address, other addresses related to you, and credit card or other payment information; and/or
1.1.5. Information about your internet connection, the equipment you use to access our Services, and usage details.
1.2. How We Collect Information
1.2.1. Directly from you when you provide it to us.
1.2.2. Automatically as you use our Services. Information collected automatically may include usage details, IP addresses, and information collected through cookies, web beacons, and other tracking technologies.
1.2.3. From third parties, for example, our business partners or from publicly available sources such as certain third-party review sites.
1.3. Information You Provide to Us. The information we collect through our Services may include:
1.3.1. Registration and Profile Information. Information that you provide by filling in forms through our Services. This includes information provided at the time of registering to use our Services, subscribing to our Services, signing up to receive information about our Services, posting material, or requesting further services. We may also ask you for information when you enter a contest or promotion sponsored by us, and when you report a problem with our Services. If you sign up for an account, register to use our Services, purchase our products, or sign up to receive information about our Services, we may ask you for your, or your customer’s, first and last name, e-mail address, phone number, physical address, P.O. box or other postal address, login information, and any other information we collect.
1.3.2. Communications with Podium. Information when you contact us directly such as records and copies of your correspondence (including email addresses), as well as communications with other parties as you use the Services. For example, when you contact our Customer Support Team, we will receive your name, mobile phone number, the contents of a message, and any other information you choose to provide.
1.3.3. Communications Using the Services with Others. You also may provide information to others through the Services and your communications may be transmitted to other users of the Services or third parties (collectively, “User Contributions”). Any User Contributions you post or transmit to others is done at your own risk. We cannot always control the actions of other users of the Services, or a third party outside the Services, with whom you may choose to share your User Contributions.
1.3.4. Survey Information. Your responses to surveys that we might ask you to complete for research purposes such as customer success and marketing strategy.
1.3.5. Payment information. When you add billing information or a credit card number to your account or make a purchase (e.g., through our Payments or Terminal products), we will use a third-party service provider to collect and store your payment information.
1.3.6. Search Information. Your search queries on the Services.
1.3.7. Images. We collect any images that you submit to our Services.
1.3.8. Audio and Voice. We collect audio through the Services, such as voice recordings that may be transcribed by us or a third party.
1.4. Information We Collect Through Automatic Data Collection Technologies. The information we collect automatically may include personal information. As you navigate through and interact with our Services, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including:
1.4.1. Usage Information. Details of your use of our Services, including traffic data, location data, logs, and other communication data and the resources that you access and use through the Services. To help us understand how you use our Services and to help us improve them, we automatically receive information about your interactions with our Services, such as the ads you click on, pages or other content you view, the searches you conduct, purchases you make, your comments, and the dates and times of your visits.
1.4.2. Location Information. When you use our Services, if you allow us, we will receive your precise location information. We also infer your more general location information (for example, your internet protocol (IP) address may indicate your more general geographic region.
1.4.3. Device Information. We receive information about the device and software you use to access our Services, including IP address, web browser type, operating system version, phone carrier and manufacturer, application installations, device identifiers, other equipment identifiers, mobile advertising identifiers, and push notification tokens.
1.4.4. Information from Cookies and Similar Technologies. We and third-party partners collect information using cookies, pixel tags, or similar technologies. Our third-party partners, such as analytics and advertising partners, may use these technologies to collect information about your online activities over time and across different services.
1.4.5. Widget Information. Other websites may integrate Podium’s widgets (such as Podium Webchat). When you visit a site with a Podium widget embedded, we may receive certain information about you, including information about the web page you visited, your IP address, and other information about your device. Podium and the widget can recognize you across websites containing Podium’s widgets, and the widget may be used to show personalized content or advertising. We know when you interact with a widget, and websites containing the widgets may receive this information.
1.4.6. Text Information. We may facilitate text messages between you and your customers. In the process, we may receive information about these communications, such as the date and time of the SMS message, the parties’ phone numbers, and the content of any SMS messages.
1.4.7. User Feedback. We receive information about reviews and surveys and give our clients information about ratings and reviews.
1.4.8. Profile Information. Inferences drawn from any of the information above to create a profile about you that may reflect, for example, your preferences, characteristics, and behavior, including for account security purposes or to enhance our Services to you.
1.4.9. Information you provide to Third Parties. If you choose to link our Services to a third-party account, we may receive information about you, including your profile information, photo, and use of the third-party account. Additionally, we may receive information about you from third parties such as data or marketing partners and combine it with other information we have about you.
We also may use these technologies to collect information about your online activities over time and across third-party websites or other online services (behavioral tracking).
1.5. Methods for Automatic Data Collection. The technologies we use for automatic data collection may include:
1.5.1. Cookies (or browser cookies). A cookie is a small text file containing a string of alphanumeric characters placed on the hard drive of your computer. We may use both session cookies and persistent cookies. A session cookie disappears after you close your browser. A persistent cookie remains after you close your browser and may be used by your browser on subsequent visits to our Services. Please review your web browser’s “Help” file to learn the proper way to modify your cookie settings. You may refuse to accept browser cookies by activating the appropriate setting on your browser. However, if you select this setting you may be unable to access certain parts of our Services. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to our Services.
1.5.2. Flash Cookies. Certain features of our Services may use local stored objects (or Flash cookies) to collect and store information about your preferences and navigation to, from, and on our Services. Flash cookies are not managed by the same browser settings as are used for browser cookies.
1.5.3. Web Beacons. Our Services and our e-mails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit us, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity).
We may not always collect personal information automatically, but we may tie this information to personal information about you that you provide to us or that we collect from other sources.
2. THIRD-PARTY USE OF COOKIES AND OTHER TRACKING TECHNOLOGIES
Some content or applications, including advertisements, on the Services are served by third-parties, including advertisers, ad networks and servers, content providers, and application providers. These third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you when you use our Services. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites and other online services. They may use this information to provide you with interest-based (behavioral) advertising or other targeted content.
3. HOW WE USE YOUR INFORMATION
We use certain information that we collect about you or that you provide to us, including certain personal information:
3.1. To present our Services and related content to you;
3.2. To personalize and improve your experience on our Services, such as presenting tailored content, speeding up your searched, recognizing when you return to our Services, and storing information about your preferences, allowing us to customize our Services according to your individual interests;
3.3. For marketing purposes, such as customizing and communicating informational or product offerings, promotions, and advertising materials that may be useful, relevant, valuable or otherwise of interest to you. We may also use it to estimate our audience size and usage patterns;
3.4. To send you text messages and push notifications;
3.5. To provide, maintain, improve, and enhance our Services;
3.6. To provide you with information, products, or services that you request from us;
3.7. To facilitate transactions and payments;
3.8. To provide you with notices about your account or subscription, including expiration and renewal notices;
3.9. To carry out our obligations and enforce our rights arising from any contract(s) entered into between you and us, including for billing and collection;
3.10. To notify you about changes to our Services or any products or services we offer or provide though it;
3.11. To allow you to participate in interactive features on our Services;
3.12. To communicate with you, provide you with updates and other information that you request, respond to comments and questions, and otherwise provide customer support;
3.13. To market additional or new products or services relating to Podium and your Podium Services to you;
3.14. To find and prevent fraud and respond to trust and safety issues that may arise;
3.15. To de-identify and aggregate information collected through the Services and use it for any lawful purpose;
3.16. For compliance purposes, including enforcing our Terms of Service or other legal rights, or as may be required by applicable laws and regulations or as requested by any judicial process or governmental agency;
3.17. To fulfill any other purpose for which you provide it;
3.18. In any other way we may describe when you provide the information; and
3.19. For any other purpose with your consent;
We may also maintain the information we collect or associate it with personal information we collect in other ways or receive from third parties.
We retain your personal information for as long as necessary to achieve the purpose of the collection unless we are required by law to keep it longer.
Note that Podium's use and transfer of information from Google API's to any other app will adhere to Google API Services User Data Policy, including the Limited Use requirements.
4. DISCLOSURE OF YOUR INFORMATION
4.1. Aggregate and Anonymous Information. We may disclose aggregated information about our users, and information that does not identify any individual, for any business purpose.
4.2. Personal Information. We may disclose personal information that we collect or you provide as described in this privacy policy:
4.2.1. Affiliates. We may share any information we receive with our subsidiaries, affiliates, and partners for any of the purposes described in this Privacy Policy.
4.2.2. Vendors and Service Providers. We may share any information we receive with vendors, contractors, service providers, and other third parties retained in connection with the provision of our Services or who we use to support our business.
4.2.3. Third Party App Integrations. If you connect a third-party application to our Services, we may share information with that third party.
4.2.4. Advertising Partners. We work with third party advertising partners to show you ads that we think may interest you. These advertising partners may set and access their own cookies, pixel tags and similar technologies on our Services and they may otherwise collect or have access to information about you which they may collect over time and across different online services. Some of our advertising partners are members of the Network Advertising Initiative (http://optout.networkadvertising.org/?c=1#!/) or the Digital Advertising Alliance (http://optout.aboutads.info/?c=2⟨=EN). If you do not wish to receive personalized ads, please visit their opt-out pages to learn more about how you may opt out of receiving web-based personalized ads from member companies. You can access any settings offered by your mobile operating system to limit ad tracking or you can install the AppChoices mobile app to learn more about how you may opt out of personalized ads in mobile apps.
4.2.5. Analytics Partners. We use web analytics services such as Google Analytics to collect and process certain analytics data. These services may also collect information about your use of other websites, apps, and online resources. You can learn about Google’s practices by going to https://www.google.com/policies/privacy/partners/ and opt-out of them by downloading the Google Analytics opt-out browser add-on, available at https://tools.google.com/dlpage/gaoptout.
4.2.6. Other Users. Our Services enable you to, among other things, communicate with others. Your name, username, and other profile information may be viewable and searchable by other users. The content you post to the Services may be displayed on the Services and viewable by other users by default. We are not responsible for the other users’ use of available information, so you should carefully consider whether and what to post or how you identify yourself on the Services.
4.2.7. Sale, Acquisition, Merger or Other Asset Transfers. We may share information to a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Podium's assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by Podium about our users is among the assets transferred.
4.2.8. To Fulfill the Purpose for which You Provide. We may share information at your direction. For example, if you give us an email address or other contact information as a referral, we may use that email address to contact the referred party.
4.2.9. As Disclosed. We may share information for any other purpose disclosed by us when you provide the information.
4.2.10. With Consent. We may share information with your consent.
4.3. Other Possible Disclosures of Personal Information. We may also disclose your personal information:
4.3.1. As Required by Law and Similar Disclosures. In cooperation with governmental authorities and in our sole discretion, we may access, preserve, and disclose information about you if we believe it is necessary or appropriate to: (a) comply with law enforcement requests and legal process, such as in connection with a court order or subpoena; (b) respond to your requests; or (c) if we believe a disclosure of such information is necessary to protect your, our, or other’s property, rights, or safety. For the avoidance of doubt, the disclosure of information about you may occur if you post any objectionable content on or through the Services.
4.3.2. To enforce or apply our Terms of Service, Acceptable Use Policy, and other agreements, including, but not limited to, for billing and collection purposes.
4.3.3. If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of Podium, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.
5. CHOICES ABOUT HOW WE USE AND DISCLOSE YOUR INFORMATION
We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:
5.1. Communications with Other Users. The Services allow you to communicate with other users. Some of those communications are intended to be public, such as a review that is left on a third-party website. Other communications may be private or intended by you or another user to be private. We cannot always control the actions of other users with whom you communicate through our Services, so you must be aware that communications you intend to be private could be shared publicly by another user with whom you communicate. Furthermore, by communicating with other users, you acknowledge and agree that information you post or otherwise make public may be available to the public or other users.
5.2. Location Information. You can prevent your device from sharing precise location information at any time through your device’s operating system settings.
5.3. Podium Marketing Communications. You can unsubscribe from our promotional emails via the link provided in the emails. You can unsubscribe from our promotional text messages by replying “STOP”. Even if you out-out of receiving promotional messages from us, you will continue to receive administrative messages from us. For example, if we have sent you a promotional email, you may send us a return email asking to be omitted from future email distributions, but this opt out will not apply to information provided to Podium as a result of a product purchase, warranty registration, product service experience or other transactions.
5.4. Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. To learn how you can manage your Flash cookie settings, visit the Flash player settings page on Adobe's website. If you disable or refuse cookies, please note that some parts of our Services may then be inaccessible or not function properly.
If you choose not to provide us with information we collect, some features of our Services may not work as intended.
Our Services may contain links to other websites, products, or services that we do not own or operate. We are not responsible for the privacy practices of these third parties, and we do not control third parties’ collection or use of your information. Please be aware that this Privacy Policy does not apply to your activities on these third-party services or any information you disclose to these third parties. We encourage you to read their privacy policies before providing information to them. These third parties may provide you with ways to choose not to have your information collected or used in this way.
Furthermore, we do not control third parties' collection or use of your information to serve interest-based advertising. However, these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving targeted ads from members of the Network Advertising Initiative (“NAI”) on the NAI's website.
6. INTERNATIONAL USERS
Our Services are hosted in the United States. If you choose to use the Services from other regions of the world with laws governing data collection and use that may differ from United States law (see below for specific information relating to Australian Users), then please note that you are transferring your personal information outside of those regions to the United States for storage and processing. Also, we may transfer your data from the United States to other countries or regions in connection with storage and processing of data, fulfilling your requests, and operating the Services. Your providing of information, including personal information, on or to the Services constitutes your consent to such transfer, storage, and processing.
6.1. Australian Users. If you are an Australian user accessing or using Podium from Australia, the Privacy Act 1988 (Cth) and the Australian Privacy Principles contained in the Privacy Act 1988 (Cth) applies to personal information collected or held by Podium or its Affiliates with an “Australian link” (within the meaning of the Privacy Act). In addition, Podium is committed to complying with other applicable Commonwealth, State or Territory privacy and data protection laws and regulations.
6.2. Canadian Users. If you are a Canadian user accessing or using Podium from Canada, the following terms apply in respect of your personal information:
You have the right to access and correct your personal information, Our Services may already provide you with functionalities to do this, but if these functionalities are not helpful, you can nevertheless exercise these rights. To do so, you can reach us at privacy@podium.com, or by mail at:
Podium
1650 W Digital Drive
Lehi, UT 84043
We will try to help you with your request free of charge. However, we may request that you pay a reasonable fee, such as if you request a transcript or a reproduction by mail. We will only do so if we are authorized by law, and if we notified you before and you’ve accepted the fees. To avoid any fraudulent request and protect your personal information, we may ask that you provide a proof of identity with your request. We will not use such personal information for any other purposes. We will respond to your request within thirty (30) days, unless agreed otherwise. If your request is denied, we will notify you in writing, and provide you with detailed motives and information on how to contest our decision.
The Office of the Privacy Commissioner of Canada drafted this FAQ to help you access your personal information when it is held by a business. You can also contact the Office of the Privacy Commissioner of Canada’s Information Centre:
Telephone
9:00 am to 4:00 pm EST
Toll-free: 1-800-282-1376
Mailing address
Office of the Privacy Commissioner
30 Victoria Street
Gatineau, Québec
K1A 1H3
If you have any issue with how we collect, use or disclose your personal information, or how we responded to your request, please let us know. We will do our best to improve our processes to make certain that it does not happen again. We will also provide you with additional information about our practices if you would like us to do so. If you are still not satisfied, you can lodge a complaint to the Office of the Privacy Commissioner of Canada using this online form, or to your local privacy regulators.
7. CHILDREN UNDER THE AGE OF 13
Our Services are not intended for children under 13 years of age. No one under age 13 may provide any information through or on the Services. We do not knowingly collect personal information from children under 13. If you are under 13, do not use or provide any information through or on our Services or through any of their features. If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us at privacy@podium.com.
8. ACCESSING AND CORRECTING YOUR INFORMATION
You can review and change your personal information by logging into the Services and visiting your account profile page.
You may also submit a request here or send us an email at privacy-requests@podium.com to request access to or delete certain personal information that you have provided to us. If you have a user account with us, we cannot delete all of your personal information except by also deleting your user account. We may not accommodate a request to change or delete information if we believe the change or deletion would violate any law or legal requirement, cause Podium to violate its rights or legal obligations, or cause the information to be incorrect.
If you delete your User Contributions from the Services, copies of your User Contributions may remain viewable in cached and archived pages or might have been copied or stored by other Services users. Proper access and use of information provided through the Services, including User Contributions, is governed by our Terms of Service .
9. YOUR CALIFORNIA PRIVACY RIGHTS
If you are a California resident, California law may provide you with additional rights regarding our use of your personal information. If you have registered with us, you may request that we delete your information in your account by contacting us. We will make commercially reasonable efforts to delete such information upon request. We may archive all or some of your information as we believe may be required by law or for legitimate business purposes.
10. DATA SECURITY
Podium values the security of your information. We have implemented reasonable security measures that are designed to protect the information we maintain.
The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain features of our Services, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. We urge you to be careful about giving out information when using certain aspects of the services such as the Webchat feature. The information you share in public areas may be viewed by other users of the Services.
Unfortunately, the transmission of information via the internet is not completely secure. As our Services are hosted electronically, we can make no guarantees as to the security or privacy of your information. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted through our Services. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.
11. CHANGES TO OUR PRIVACY POLICY
It is our policy to post any changes we make to our privacy policy on this page. If we make material changes to how we treat our users' personal information, we will notify you by email to the primary email address specified in your account. The date the privacy policy was last revised is identified at the top of the page. You are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting our Services and this privacy policy to check for any changes.
12. CONTACT INFORMATION
You can update your account and profile information through your profile settings. If you have questions about your privacy on the Services or this Privacy Policy, email us at:
privacy@podium.com, write to us at
1650 W Digital Drive, Lehi, UT 84043, or call us via our toll-free number:
1-833-276-3486
To register a complaint or concern, please refer to our dispute resolution instructions found in our Terms of Service.
Effective: October 19, 2023
Effective May 16th 2023 to October 19th 2023
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Table of Contents
Podium Privacy Policy
Podium Corporation, Inc. (“Podium”, “we”, and/or “us”) values your privacy. This privacy policy (“Privacy Policy”) describes the types of information we may collect from any individual or entity, including, but not limited to, Clients, Customers, Authorized Users, and end users (“you”), who accesses or uses Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (“Services”) and our practices for collecting, using, maintaining, protecting, and disclosing that information. By using our Services, you agree to the collection, use, disclosure, and procedures this Privacy Policy describes. Beyond the Privacy Policy, your use of our Services is also subject to our Terms of Service (https://legal.podium.com/#termsofservice-us) and our Acceptable Use Policy (https://legal.podium.com/#aup-us). All capitalized terms not defined in this Privacy Policy have the same meaning given in our Terms of Service .
This Privacy Policy applies to information we collect:
Through the Services.
In email, text, and other electronic messages between you and the Services.
Through mobile and desktop applications you download from the Services or a third-party app store, which provide dedicated non-browser-based interaction between you and the Services.
When you interact with our advertising and applications on third-party websites and services, if those applications or advertising include links to this policy.
This Privacy Policy does not apply to information collected by us offline.
Please read this policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, your choice is not to use our Services. By accessing or using our Services, you agree to this Privacy Policy. This Privacy Policy may change from time to time (see Changes to Our Privacy Policy). Your continued use of the Services after we make changes is deemed to be acceptance of those changes, so please check the policy periodically for updates. If you do not provide your information when requested, you may not be able to use our Services if that information is necessary to provide you with our Services or if we are legally required to collect it.
1. INFORMATION WE COLLECT ABOUT YOU AND HOW WE COLLECT IT
1.1. What We Collect. We collect several types of information from and about users of our Services, including:
1.1.1. Personal information, by which you may be personally identified, such as name, postal address, e-mail address, telephone number, or social security number;
1.1.2. Information that is about you but individually does not identify you;
1.1.3. If you share it through our Services, including with another user of our Services, Protected Health Information (as defined under the United States Health Insurance Portability and Accountability Act of 1996 (HIPAA)).” For more information about your rights under HIPAA, see www.hhs.gov/ocr/privacy);
1.1.4. Information necessary to make financial transactions, such as your billing address, other addresses related to you, and credit card or other payment information; and/or
1.1.5. Information about your internet connection, the equipment you use to access our Services, and usage details.
1.2. How We Collect Information
1.2.1. Directly from you when you provide it to us.
1.2.2. Automatically as you use our Services. Information collected automatically may include usage details, IP addresses, and information collected through cookies, web beacons, and other tracking technologies.
1.2.3. From third parties, for example, our business partners or from publicly available sources such as certain third-party review sites.
1.3. Information You Provide to Us. The information we collect through our Services may include:
1.3.1. Registration and Profile Information. Information that you provide by filling in forms through our Services. This includes information provided at the time of registering to use our Services, subscribing to our Services, signing up to receive information about our Services, posting material, or requesting further services. We may also ask you for information when you enter a contest or promotion sponsored by us, and when you report a problem with our Services. If you sign up for an account, register to use our Services, purchase our products, or sign up to receive information about our Services, we may ask you for your, or your customer’s, first and last name, e-mail address, phone number, physical address, P.O. box or other postal address, login information, and any other information we collect.
1.3.2. Communications with Podium. Information when you contact us directly such as records and copies of your correspondence (including email addresses), as well as communications with other parties as you use the Services. For example, when you contact our Customer Support Team, we will receive your name, mobile phone number, the contents of a message, and any other information you choose to provide.
1.3.3. Communications Using the Services with Others. You also may provide information to others through the Services and your communications may be transmitted to other users of the Services or third parties (collectively, “User Contributions”). Any User Contributions you post or transmit to others is done at your own risk. We cannot always control the actions of other users of the Services, or a third party outside the Services, with whom you may choose to share your User Contributions.
1.3.4. Survey Information. Your responses to surveys that we might ask you to complete for research purposes such as customer success and marketing strategy.
1.3.5. Payment information. When you add billing information or a credit card number to your account or make a purchase (e.g., through our Payments or Terminal products), we will use a third-party service provider to collect and store your payment information.
1.3.6. Search Information. Your search queries on the Services.
1.3.7. Images. We collect any images that you submit to our Services.
1.3.8. Audio and Voice. We collect audio through the Services, such as voice recordings that may be transcribed by us or a third party.
1.4. Information We Collect Through Automatic Data Collection Technologies. The information we collect automatically may include personal information. As you navigate through and interact with our Services, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including:
1.4.1. Usage Information. Details of your use of our Services, including traffic data, location data, logs, and other communication data and the resources that you access and use through the Services. To help us understand how you use our Services and to help us improve them, we automatically receive information about your interactions with our Services, such as the ads you click on, pages or other content you view, the searches you conduct, purchases you make, your comments, and the dates and times of your visits.
1.4.2. Location Information. When you use our Services, if you allow us, we will receive your precise location information. We also infer your more general location information (for example, your internet protocol (IP) address may indicate your more general geographic region.
1.4.3. Device Information. We receive information about the device and software you use to access our Services, including IP address, web browser type, operating system version, phone carrier and manufacturer, application installations, device identifiers, other equipment identifiers, mobile advertising identifiers, and push notification tokens.
1.4.4. Information from Cookies and Similar Technologies. We and third-party partners collect information using cookies, pixel tags, or similar technologies. Our third-party partners, such as analytics and advertising partners, may use these technologies to collect information about your online activities over time and across different services.
1.4.5. Widget Information. Other websites may integrate Podium’s widgets (such as Podium Webchat). When you visit a site with a Podium widget embedded, we may receive certain information about you, including information about the web page you visited, your IP address, and other information about your device. Podium and the widget can recognize you across websites containing Podium’s widgets, and the widget may be used to show personalized content or advertising. We know when you interact with a widget, and websites containing the widgets may receive this information.
1.4.6. Text Information. We may facilitate text messages between you and your customers. In the process, we may receive information about these communications, such as the date and time of the SMS message, the parties’ phone numbers, and the content of any SMS messages.
1.4.7. User Feedback. We receive information about reviews and surveys and give our clients information about ratings and reviews.
1.4.8. Profile Information. Inferences drawn from any of the information above to create a profile about you that may reflect, for example, your preferences, characteristics, and behavior, including for account security purposes or to enhance our Services to you.
1.4.9. Information you provide to Third Parties. If you choose to link our Services to a third-party account, we may receive information about you, including your profile information, photo, and use of the third-party account. Additionally, we may receive information about you from third parties such as data or marketing partners and combine it with other information we have about you.
We also may use these technologies to collect information about your online activities over time and across third-party websites or other online services (behavioral tracking).
1.5. Methods for Automatic Data Collection. The technologies we use for automatic data collection may include:
1.5.1. Cookies (or browser cookies). A cookie is a small text file containing a string of alphanumeric characters placed on the hard drive of your computer. We may use both session cookies and persistent cookies. A session cookie disappears after you close your browser. A persistent cookie remains after you close your browser and may be used by your browser on subsequent visits to our Services. Please review your web browser’s “Help” file to learn the proper way to modify your cookie settings. You may refuse to accept browser cookies by activating the appropriate setting on your browser. However, if you select this setting you may be unable to access certain parts of our Services. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to our Services.
1.5.2. Flash Cookies. Certain features of our Services may use local stored objects (or Flash cookies) to collect and store information about your preferences and navigation to, from, and on our Services. Flash cookies are not managed by the same browser settings as are used for browser cookies.
1.5.3. Web Beacons. Our Services and our e-mails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit us, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity).
We may not always collect personal information automatically, but we may tie this information to personal information about you that you provide to us or that we collect from other sources.
2. THIRD-PARTY USE OF COOKIES AND OTHER TRACKING TECHNOLOGIES
Some content or applications, including advertisements, on the Services are served by third-parties, including advertisers, ad networks and servers, content providers, and application providers. These third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you when you use our Services. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites and other online services. They may use this information to provide you with interest-based (behavioral) advertising or other targeted content.
3. HOW WE USE YOUR INFORMATION
We use certain information that we collect about you or that you provide to us, including certain personal information:
3.1. To present our Services and related content to you;
3.2. To personalize and improve your experience on our Services, such as presenting tailored content, speeding up your searched, recognizing when you return to our Services, and storing information about your preferences, allowing us to customize our Services according to your individual interests;
3.3. For marketing purposes, such as customizing and communicating informational or product offerings, promotions, and advertising materials that may be useful, relevant, valuable or otherwise of interest to you. We may also use it to estimate our audience size and usage patterns. If you do not want us to use your information in this way, please adjust your user preferences in your account profile or contact us as privacy@podium.com. For more information, see Choices About How We Use and Disclose Your Information. We may use the information we have collected from you to enable us to display advertisements to our advertisers' target audiences. Even though we do not disclose your personal information for these purposes without your consent, if you click on or otherwise interact with an advertisement, the advertiser may assume that you meet its target criteria;
3.4. To send you text messages and push notifications;
3.5. To provide, maintain, improve, and enhance our Services;
3.6. To provide you with information, products, or services that you request from us;
3.7. To facilitate transactions and payments;
3.8. To provide you with notices about your account or subscription, including expiration and renewal notices;
3.9. To carry out our obligations and enforce our rights arising from any contract(s) entered into between you and us, including for billing and collection;
3.10. To notify you about changes to our Services or any products or services we offer or provide though it;
3.11. To allow you to participate in interactive features on our Services;
3.12. To communicate with you, provide you with updates and other information that you request, respond to comments and questions, and otherwise provide customer support;
3.13. To market additional or new products or services to you;
3.14. To find and prevent fraud and respond to trust and safety issues that may arise;
3.15. To de-identify and aggregate information collected through the Services and use it for any lawful purpose;
3.16. For compliance purposes, including enforcing our Terms of Service or other legal rights, or as may be required by applicable laws and regulations or as requested by any judicial process or governmental agency;
3.17. To fulfill any other purpose for which you provide it;
3.18. In any other way we may describe when you provide the information; and
3.19. For any other purpose with your consent;l
We may also maintain the information we collect or associate it with personal information we collect in other ways or receive from third parties.
We retain your personal information for as long as necessary to achieve the purpose of the collection unless we are required by law to keep it longer.
Note that Podium's use and transfer of information from Google API's to any other app will adhere to Google API Services User Data Policy, including the Limited Use requirements.
4. DISCLOSURE OF YOUR INFORMATION
4.1. Aggregate and Anonymous Information. We may disclose aggregated information about our users, and information that does not identify any individual, for any business purpose.
4.2. Personal Information. We may disclose personal information that we collect or you provide as described in this privacy policy:
4.2.1. Affiliates. We may share any information we receive with our subsidiaries, affiliates, and partners for any of the purposes described in this Privacy Policy.
4.2.2. Vendors and Service Providers. We may share any information we receive with vendors contractors, service providers, and other third parties retained in connection with the provision of our Services or who we use to support our business.
4.2.3. Third Party App Integrations. If you connect a third-party application to our Services, we may share information with that third party.
4.2.4. Advertising Partners. We work with third party advertising partners to show you ads that we think may interest you. These advertising partners may set and access their own cookies, pixel tags and similar technologies on our Services and they may otherwise collect or have access to information about you which they may collect over time and across different online services. Some of our advertising partners are members of the Network Advertising Initiative (http://optout.networkadvertising.org/?c=1#!/) or the Digital Advertising Alliance (http://optout.aboutads.info/?c=2⟨=EN). If you do not wish to receive personalized ads, please visit their opt-out pages to learn more about how you may opt out of receiving web-based personalized ads from member companies. You can access any settings offered by your mobile operating system to limit ad tracking or you can install the AppChoices mobile app to learn more about how you may opt out of personalized ads in mobile apps.
4.2.5. Analytics Partners. We use web analytics services such as Google Analytics to collect and process certain analytics data. These services may also collect information about your use of other websites, apps, and online resources. You can learn about Google’s practices by going to https://www.google.com/policies/privacy/partners/ and opt-out of them by downloading the Google Analytics opt-out browser add-on, available at https://tools.google.com/dlpage/gaoptout.
4.2.6. Social Networking Platforms and Other Online Services. Our Services allow you to, upon your direction, share information with social networking services, such as Facebook or Instagram. You understand and agree that the use of your information by any social networking websites will be governed by the privacy policies of these third-party platforms and your settings on that platform. We encourage you to review their privacy policies.
4.2.7. Marketing. We may disclose your information to nonaffiliated third parties for our direct marketing purposes. If you would like to opt out of such disclosures, please contact us at privacy@podium.com.
4.2.8. Other Users. Our Services enable you to, among other things, communicate with others. Your name, username, and other profile information may be viewable and searchable by other users. The content you post to the Services may be displayed on the Services and viewable by other users by default. We are not responsible for the other users’ use of available information, so you should carefully consider whether and what to post or how you identify yourself on the Services.
4.2.9. Sale, Acquisition, Merger or Other Asset Transfers. We may share information to a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Podium's assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by Podium about our users is among the assets transferred.
4.2.10. To Fulfill the Purpose for which You Provide. We may share information at your direction. For example, if you give us an email address or other contact information as a referral, we may use that email address to contact the referred party.
4.2.11. As Disclosed. We may share information for any other purpose disclosed by us when you provide the information.
4.2.12. With Consent. We may share information with your consent.
4.3. Other Possible Disclosures of Personal Information. We may also disclose your personal information:
4.3.1. As Required by Law and Similar Disclosures. In cooperation with governmental authorities and in our sole discretion, we may access, preserve, and disclose information about you if we believe it is necessary or appropriate to: (a) comply with law enforcement requests and legal process, such as in connection with a court order or subpoena; (b) respond to your requests; or (c) if we believe a disclosure of such information is necessary to protect your, our, or other’s property, rights, or safety. For the avoidance of doubt, the disclosure of information about you may occur if you post any objectionable content on or through the Services.
4.3.2. To enforce or apply our Terms of Service, Acceptable Use Policy, and other agreements, including, but not limited to, for billing and collection purposes.
4.3.3. If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of Podium, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.
5. CHOICES ABOUT HOW WE USE AND DISCLOSE YOUR INFORMATION
We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:
5.1. Communications with Other Users. The Services allow you to communicate with other users. Some of those communications are intended to be public, such as a review that is left on a third-party website. Other communications may be private or intended by you or another user to be private. We cannot always control the actions of other users with whom you communicate through our Services, so you must be aware that communications you intend to be private could be shared publicly by another user with whom you communicate. Furthermore, by communicating with other users, you acknowledge and agree that information you post or otherwise make public may be available to the public or other users.
5.2. Do Not Track. Currently, there is no generally accepted standard on how to respond to Do Not Track signals, and we do not respond to such signals.
5.3. Location Information. You can prevent your device from sharing precise location information at any time through your device’s operating system settings.
5.4. Podium Marketing Communications. You can unsubscribe from our promotional emails via the link provided in the emails or by sending us an email stating your request to privacy@podium.com. You can unsubscribe from our other promotional communications by replying “STOP” or by sending us an email stating your request to privacy@podium.com. Even if you out-out of receiving promotional messages from us, you will continue to receive administrative messages from us. For example, if we have sent you a promotional email, you may send us a return email asking to be omitted from future email distributions, but this opt out will not apply to information provided to Podium as a result of a product purchase, warranty registration, product service experience or other transactions.
5.5. Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. To learn how you can manage your Flash cookie settings, visit the Flash player settings page on Adobe's website. If you disable or refuse cookies, please note that some parts of our Services may then be inaccessible or not function properly.
If you choose not to provide us with information we collect, some features of our Services may not work as intended.
Our Services may contain links to other websites, products, or services that we do not own or operate. We are not responsible for the privacy practices of these third parties, and we do not control third parties’ collection or use of your information. Please be aware that this Privacy Policy does not apply to your activities on these third-party services or any information you disclose to these third parties. We encourage you to read their privacy policies before providing information to them. These third parties may provide you with ways to choose not to have your information collected or used in this way.
Furthermore, we do not control third parties' collection or use of your information to serve interest-based advertising. However, these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving targeted ads from members of the Network Advertising Initiative (“NAI”) on the NAI's website.
6. INTERNATIONAL USERS
Our Services are hosted in the United States. If you choose to use the Services from other regions of the world with laws governing data collection and use that may differ from United States law (see below for specific information relating to Australian Users), then please note that you are transferring your personal information outside of those regions to the United States for storage and processing. Also, we may transfer your data from the United States to other countries or regions in connection with storage and processing of data, fulfilling your requests, and operating the Services. Your providing of information, including personal information, on or to the Services constitutes your consent to such transfer, storage, and processing.
6.1. Australian Users. If you are an Australian user accessing or using Podium from Australia, the Privacy Act 1988 (Cth) and the Australian Privacy Principles contained in the Privacy Act 1988 (Cth) applies to personal information collected or held by Podium or its Affiliates with an “Australian link” (within the meaning of the Privacy Act). In addition, Podium is committed to complying with other applicable Commonwealth, State or Territory privacy and data protection laws and regulations.
6.2. Canadian Users. If you are a Canadian user accessing or using Podium from Canada, the following terms apply in respect of your personal information:
You have the right to access and correct your personal information, Our Services may already provide you with functionalities to do this, but if these functionalities are not helpful, you can nevertheless exercise these rights. To do so, you can reach us at privacy@podium.com, or by mail at:
Podium
1650 W Digital Drive
Lehi, UT 84043
We will try to help you with your request free of charge. However, we may request that you pay a reasonable fee, such as if you request a transcript or a reproduction by mail. We will only do so if we are authorized by law, and if we notified you before and you’ve accepted the fees. To avoid any fraudulent request and protect your personal information, we may ask that you provide a proof of identity with your request. We will not use such personal information for any other purposes. We will respond to your request within thirty (30) days, unless agreed otherwise. If your request is denied, we will notify you in writing, and provide you with detailed motives and information on how to contest our decision.
The Office of the Privacy Commissioner of Canada drafted this FAQ to help you access your personal information when it is held by a business. You can also contact the Office of the Privacy Commissioner of Canada’s Information Centre:
Telephone
9:00 am to 4:00 pm EST
Toll-free: 1-800-282-1376
Mailing address
Office of the Privacy Commissioner
30 Victoria Street
Gatineau, Québec
K1A 1H3
If you have any issue with how we collect, use or disclose your personal information, or how we responded to your request, please let us know. We will do our best to improve our processes to make certain that it does not happen again. We will also provide you with additional information about our practices if you would like us to do so. If you are still not satisfied, you can lodge a complaint to the Office of the Privacy Commissioner of Canada using this online form, or to your local privacy regulators.
7. CHILDREN UNDER THE AGE OF 13
Our Services are not intended for children under 13 years of age. No one under age 13 may provide any information through or on the Services. We do not knowingly collect personal information from children under 13. If you are under 13, do not use or provide any information through or on our Services or through any of their features. If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us at privacy@podium.com.
8. ACCESSING AND CORRECTING YOUR INFORMATION
You can review and change your personal information by logging into the Services and visiting your account profile page.
You may also submit a request here or send us an email at privacy-requests@podium.com to request access to, correct, or delete any personal information that you have provided to us. If you have a user account with us, we cannot delete all of your personal information except by also deleting your user account. We may not accommodate a request to change or delete information if we believe the change or deletion would violate any law or legal requirement, cause Podium to violate its rights or legal obligations, or cause the information to be incorrect.
If you delete your User Contributions from the Services, copies of your User Contributions may remain viewable in cached and archived pages or might have been copied or stored by other Services users. Proper access and use of information provided through the Services, including User Contributions, is governed by our Terms of Service .
9. YOUR CALIFORNIA PRIVACY RIGHTS
If you are a California resident, California law may provide you with additional rights regarding our use of your personal information. If you have registered with us, you may request that we delete your information in your account by contacting us. We will make commercially reasonable efforts to delete such information upon request. We may archive all or some of your information as we believe may be required by law or for legitimate business purposes.
10. DATA SECURITY
Podium values the security of your information. We have implemented reasonable security measures that are designed to protect the information we maintain.
The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain features of our Services, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. We urge you to be careful about giving out information when using certain aspects of the services such as the Webchat feature. The information you share in public areas may be viewed by other users of the Services.
Unfortunately, the transmission of information via the internet is not completely secure. As our Services are hosted electronically, we can make no guarantees as to the security or privacy of your information. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted through our Services. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.
11. CHANGES TO OUR PRIVACY POLICY
It is our policy to post any changes we make to our privacy policy on this page. If we make material changes to how we treat our users' personal information, we will notify you by email to the primary email address specified in your account. The date the privacy policy was last revised is identified at the top of the page. You are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting our Services and this privacy policy to check for any changes.
12. CONTACT INFORMATION
You can update your account and profile information through your profile settings. If you have questions about your privacy on the Services or this Privacy Policy, email us at:
privacy@podium.com, write to us at
1650 W Digital Drive, Lehi, UT 84043, or call us via our toll-free number:
1-833-276-3486
To register a complaint or concern, please refer to our dispute resolution instructions found in our Terms of Service.
Effective: April 12, 2023
Effective April 19th 2023 to May 16th 2023
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Table of Contents
Podium Privacy Policy
Podium Corporation, Inc. (“Podium”, “we”, and/or “us”) values your privacy. This privacy policy (“Privacy Policy”) describes the types of information we may collect from any individual or entity, including, but not limited to, Clients, Customers, Authorized Users, and end users (“you”), who accesses or uses Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (“Services”) and our practices for collecting, using, maintaining, protecting, and disclosing that information. By using our Services, you agree to the collection, use, disclosure, and procedures this Privacy Policy describes. Beyond the Privacy Policy, your use of our Services is also subject to our Terms of Service (https://legal.podium.com/#termsofservice-us) and our Acceptable Use Policy (https://legal.podium.com/#aup-us). All capitalized terms not defined in this Privacy Policy have the same meaning given in our Terms of Service .
This Privacy Policy applies to information we collect:
Through the Services.
In email, text, and other electronic messages between you and the Services.
Through mobile and desktop applications you download from the Services or a third-party app store, which provide dedicated non-browser-based interaction between you and the Services.
When you interact with our advertising and applications on third-party websites and services, if those applications or advertising include links to this policy.
This Privacy Policy does not apply to information collected by us offline.
Please read this policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, your choice is not to use our Services. By accessing or using our Services, you agree to this Privacy Policy. This Privacy Policy may change from time to time (see Changes to Our Privacy Policy). Your continued use of the Services after we make changes is deemed to be acceptance of those changes, so please check the policy periodically for updates. If you do not provide your information when requested, you may not be able to use our Services if that information is necessary to provide you with our Services or if we are legally required to collect it.
1. INFORMATION WE COLLECT ABOUT YOU AND HOW WE COLLECT IT
1.1. What We Collect. We collect several types of information from and about users of our Services, including:
1.1.1. Personal information, by which you may be personally identified, such as name, postal address, e-mail address, telephone number, or social security number;
1.1.2. Information that is about you but individually does not identify you;
1.1.3. If you share it through our Services, including with another user of our Services, Protected Health Information (as defined under the United States Health Insurance Portability and Accountability Act of 1996 (HIPAA)).” For more information about your rights under HIPAA, see www.hhs.gov/ocr/privacy);
1.1.4. Information necessary to make financial transactions, such as your billing address, other addresses related to you, and credit card or other payment information; and/or
1.1.5. Information about your internet connection, the equipment you use to access our Services, and usage details.
1.2. How We Collect Information
1.2.1. Directly from you when you provide it to us.
1.2.2. Automatically as you use our Services. Information collected automatically may include usage details, IP addresses, and information collected through cookies, web beacons, and other tracking technologies.
1.2.3. From third parties, for example, our business partners or from publicly available sources such as certain third-party review sites.
1.3. Information You Provide to Us. The information we collect through our Services may include:
1.3.1. Registration and Profile Information. Information that you provide by filling in forms through our Services. This includes information provided at the time of registering to use our Services, subscribing to our Services, signing up to receive information about our Services, posting material, or requesting further services. We may also ask you for information when you enter a contest or promotion sponsored by us, and when you report a problem with our Services. If you sign up for an account, register to use our Services, purchase our products, or sign up to receive information about our Services, we may ask you for your, or your customer’s, first and last name, e-mail address, phone number, physical address, P.O. box or other postal address, login information, and any other information we collect.
1.3.2. Communications with Podium. Information when you contact us directly such as records and copies of your correspondence (including email addresses), as well as communications with other parties as you use the Services. For example, when you contact our Customer Support Team, we will receive your name, mobile phone number, the contents of a message, and any other information you choose to provide.
1.3.3. Communications Using the Services with Others. You also may provide information to others through the Services and your communications may be transmitted to other users of the Services or third parties (collectively, “User Contributions”). Any User Contributions you post or transmit to others is done at your own risk. We cannot always control the actions of other users of the Services, or a third party outside the Services, with whom you may choose to share your User Contributions.
1.3.4. Survey Information. Your responses to surveys that we might ask you to complete for research purposes such as customer success and marketing strategy.
1.3.5. Payment information. When you add billing information or a credit card number to your account or make a purchase (e.g., through our Payments or Terminal products), we will use a third-party service provider to collect and store your payment information.
1.3.6. Search Information. Your search queries on the Services.
1.3.7. Images. We collect any images that you submit to our Services.
1.3.8. Audio and Voice. We collect audio through the Services, such as voice recordings that may be transcribed by us or a third party.
1.4. Information We Collect Through Automatic Data Collection Technologies. The information we collect automatically may include personal information. As you navigate through and interact with our Services, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including:
1.4.1. Usage Information. Details of your use of our Services, including traffic data, location data, logs, and other communication data and the resources that you access and use through the Services. To help us understand how you use our Services and to help us improve them, we automatically receive information about your interactions with our Services, such as the ads you click on, pages or other content you view, the searches you conduct, purchases you make, your comments, and the dates and times of your visits.
1.4.2. Location Information. When you use our Services, if you allow us, we will receive your precise location information. We also infer your more general location information (for example, your internet protocol (IP) address may indicate your more general geographic region.
1.4.3. Device Information. We receive information about the device and software you use to access our Services, including IP address, web browser type, operating system version, phone carrier and manufacturer, application installations, device identifiers, other equipment identifiers, mobile advertising identifiers, and push notification tokens.
1.4.4. Information from Cookies and Similar Technologies. We and third-party partners collect information using cookies, pixel tags, or similar technologies. Our third-party partners, such as analytics and advertising partners, may use these technologies to collect information about your online activities over time and across different services.
1.4.5. Widget Information. Other websites may integrate Podium’s widgets (such as Podium Webchat). When you visit a site with a Podium widget embedded, we may receive certain information about you, including information about the web page you visited, your IP address, and other information about your device. Podium and the widget can recognize you across websites containing Podium’s widgets, and the widget may be used to show personalized content or advertising. We know when you interact with a widget, and websites containing the widgets may receive this information.
1.4.6. Text Information. We may facilitate text messages between you and your customers. In the process, we may receive information about these communications, such as the date and time of the SMS message, the parties’ phone numbers, and the content of any SMS messages.
1.4.7. User Feedback. We receive information about reviews and surveys and give our clients information about ratings and reviews.
1.4.8. Profile Information. Inferences drawn from any of the information above to create a profile about you that may reflect, for example, your preferences, characteristics, and behavior, including for account security purposes or to enhance our Services to you.
1.4.9. Information you provide to Third Parties. If you choose to link our Services to a third-party account, we may receive information about you, including your profile information, photo, and use of the third-party account. Additionally, we may receive information about you from third parties such as data or marketing partners and combine it with other information we have about you.
We also may use these technologies to collect information about your online activities over time and across third-party websites or other online services (behavioral tracking).
1.5. Methods for Automatic Data Collection. The technologies we use for automatic data collection may include:
1.5.1. Cookies (or browser cookies). A cookie is a small text file containing a string of alphanumeric characters placed on the hard drive of your computer. We may use both session cookies and persistent cookies. A session cookie disappears after you close your browser. A persistent cookie remains after you close your browser and may be used by your browser on subsequent visits to our Services. Please review your web browser’s “Help” file to learn the proper way to modify your cookie settings. You may refuse to accept browser cookies by activating the appropriate setting on your browser. However, if you select this setting you may be unable to access certain parts of our Services. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to our Services.
1.5.2. Flash Cookies. Certain features of our Services may use local stored objects (or Flash cookies) to collect and store information about your preferences and navigation to, from, and on our Services. Flash cookies are not managed by the same browser settings as are used for browser cookies.
1.5.3. Web Beacons. Our Services and our e-mails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit us, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity).
We may not always collect personal information automatically, but we may tie this information to personal information about you that you provide to us or that we collect from other sources.
2. THIRD-PARTY USE OF COOKIES AND OTHER TRACKING TECHNOLOGIES
Some content or applications, including advertisements, on the Services are served by third-parties, including advertisers, ad networks and servers, content providers, and application providers. These third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you when you use our Services. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites and other online services. They may use this information to provide you with interest-based (behavioral) advertising or other targeted content.
3. HOW WE USE YOUR INFORMATION
We use certain information that we collect about you or that you provide to us, including certain personal information:
3.1. To present our Services and related content to you;
3.2. To personalize and improve your experience on our Services, such as presenting tailored content, speeding up your searched, recognizing when you return to our Services, and storing information about your preferences, allowing us to customize our Services according to your individual interests;
3.3. For marketing purposes, such as customizing and communicating informational or product offerings, promotions, and advertising materials that may be useful, relevant, valuable or otherwise of interest to you. We may also use it to estimate our audience size and usage patterns. If you do not want us to use your information in this way, please adjust your user preferences in your account profile or contact us as privacy@podium.com. For more information, see Choices About How We Use and Disclose Your Information. We may use the information we have collected from you to enable us to display advertisements to our advertisers' target audiences. Even though we do not disclose your personal information for these purposes without your consent, if you click on or otherwise interact with an advertisement, the advertiser may assume that you meet its target criteria;
3.4. To send you text messages and push notifications;
3.5. To provide, maintain, improve, and enhance our Services;
3.6. To provide you with information, products, or services that you request from us;
3.7. To facilitate transactions and payments;
3.8. To provide you with notices about your account or subscription, including expiration and renewal notices;
3.9. To carry out our obligations and enforce our rights arising from any contract(s) entered into between you and us, including for billing and collection;
3.10. To notify you about changes to our Services or any products or services we offer or provide though it;
3.11. To allow you to participate in interactive features on our Services;
3.12. To communicate with you, provide you with updates and other information that you request, respond to comments and questions, and otherwise provide customer support;
3.13. To market additional or new products or services to you;
3.14. To find and prevent fraud and respond to trust and safety issues that may arise;
3.15. To de-identify and aggregate information collected through the Services and use it for any lawful purpose;
3.16. For compliance purposes, including enforcing our Terms of Service or other legal rights, or as may be required by applicable laws and regulations or as requested by any judicial process or governmental agency;
3.17. To fulfill any other purpose for which you provide it;
3.18. In any other way we may describe when you provide the information; and
3.19. For any other purpose with your consent;l
We may also maintain the information we collect or associate it with personal information we collect in other ways or receive from third parties.
We retain your personal information for as long as necessary to achieve the purpose of the collection unless we are required by law to keep it longer.
Note that Podium's use and transfer of information from Google API's to any other app will adhere to Google API Services User Data Policy, including the Limited Use requirements.
4. DISCLOSURE OF YOUR INFORMATION
4.1. Aggregate and Anonymous Information. We may disclose aggregated information about our users, and information that does not identify any individual, for any business purpose.
4.2. Personal Information. We may disclose personal information that we collect or you provide as described in this privacy policy:
4.2.1. Affiliates. We may share any information we receive with our subsidiaries, affiliates, and partners for any of the purposes described in this Privacy Policy.
4.2.2. Vendors and Service Providers. We may share any information we receive with vendors contractors, service providers, and other third parties retained in connection with the provision of our Services or who we use to support our business.
4.2.3. Third Party App Integrations. If you connect a third-party application to our Services, we may share information with that third party.
4.2.4. Advertising Partners. We work with third party advertising partners to show you ads that we think may interest you. These advertising partners may set and access their own cookies, pixel tags and similar technologies on our Services and they may otherwise collect or have access to information about you which they may collect over time and across different online services. Some of our advertising partners are members of the Network Advertising Initiative (http://optout.networkadvertising.org/?c=1#!/) or the Digital Advertising Alliance (http://optout.aboutads.info/?c=2⟨=EN). If you do not wish to receive personalized ads, please visit their opt-out pages to learn more about how you may opt out of receiving web-based personalized ads from member companies. You can access any settings offered by your mobile operating system to limit ad tracking or you can install the AppChoices mobile app to learn more about how you may opt out of personalized ads in mobile apps.
4.2.5. Analytics Partners. We use web analytics services such as Google Analytics to collect and process certain analytics data. These services may also collect information about your use of other websites, apps, and online resources. You can learn about Google’s practices by going to https://www.google.com/policies/privacy/partners/ and opt-out of them by downloading the Google Analytics opt-out browser add-on, available at https://tools.google.com/dlpage/gaoptout.
4.2.6. Social Networking Platforms and Other Online Services. Our Services allow you to, upon your direction, share information with social networking services, such as Facebook or Instagram. You understand and agree that the use of your information by any social networking websites will be governed by the privacy policies of these third-party platforms and your settings on that platform. We encourage you to review their privacy policies.
4.2.7. Marketing. We may disclose your information to nonaffiliated third parties for their direct marketing purposes as well as our direct marketing purposes. If you would like to opt out of such disclosures, please contact us at privacy@podium.com. To third parties to market their products or services to you if you have not opted out of these disclosures.
4.2.8. Other Users. Our Services enable you to, among other things, communicate with others. Your name, username, and other profile information may be viewable and searchable by other users. The content you post to the Services may be displayed on the Services and viewable by other users by default. We are not responsible for the other users’ use of available information, so you should carefully consider whether and what to post or how you identify yourself on the Services.
4.2.9. Sale, Acquisition, Merger or Other Asset Transfers. We may share information to a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Podium's assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by Podium about our users is among the assets transferred.
4.2.10. To Fulfill the Purpose for which You Provide. We may share information at your direction. For example, if you give us an email address or other contact information as a referral, we may use that email address to contact the referred party.
4.2.11. As Disclosed. We may share information for any other purpose disclosed by us when you provide the information.
4.2.12. With Consent. We may share information with your consent.
4.3. Other Possible Disclosures of Personal Information. We may also disclose your personal information:
4.3.1. As Required by Law and Similar Disclosures. In cooperation with governmental authorities and in our sole discretion, we may access, preserve, and disclose information about you if we believe it is necessary or appropriate to: (a) comply with law enforcement requests and legal process, such as in connection with a court order or subpoena; (b) respond to your requests; or (c) if we believe a disclosure of such information is necessary to protect your, our, or other’s property, rights, or safety. For the avoidance of doubt, the disclosure of information about you may occur if you post any objectionable content on or through the Services.
4.3.2. To enforce or apply our Terms of Service, Acceptable Use Policy, and other agreements, including, but not limited to, for billing and collection purposes.
4.3.3. If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of Podium, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.
5. CHOICES ABOUT HOW WE USE AND DISCLOSE YOUR INFORMATION
We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:
5.1. Communications with Other Users. The Services allow you to communicate with other users. Some of those communications are intended to be public, such as a review that is left on a third-party website. Other communications may be private or intended by you or another user to be private. We cannot always control the actions of other users with whom you communicate through our Services, so you must be aware that communications you intend to be private could be shared publicly by another user with whom you communicate. Furthermore, by communicating with other users, you acknowledge and agree that information you post or otherwise make public may be available to the public or other users.
5.2. Do Not Track. Currently, there is no generally accepted standard on how to respond to Do Not Track signals, and we do not respond to such signals.
5.3. Location Information. You can prevent your device from sharing precise location information at any time through your device’s operating system settings.
5.4. Podium Marketing Communications. You can unsubscribe from our promotional emails via the link provided in the emails or by sending us an email stating your request to privacy@podium.com. You can unsubscribe from our other promotional communications by replying “STOP” or by sending us an email stating your request to privacy@podium.com. Even if you out-out of receiving promotional messages from us, you will continue to receive administrative messages from us. For example, if we have sent you a promotional email, you may send us a return email asking to be omitted from future email distributions, but this opt out will not apply to information provided to Podium as a result of a product purchase, warranty registration, product service experience or other transactions.
5.5. Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. To learn how you can manage your Flash cookie settings, visit the Flash player settings page on Adobe's website. If you disable or refuse cookies, please note that some parts of our Services may then be inaccessible or not function properly.
If you choose not to provide us with information we collect, some features of our Services may not work as intended.
Our Services may contain links to other websites, products, or services that we do not own or operate. We are not responsible for the privacy practices of these third parties, and we do not control third parties’ collection or use of your information. Please be aware that this Privacy Policy does not apply to your activities on these third-party services or any information you disclose to these third parties. We encourage you to read their privacy policies before providing information to them. These third parties may provide you with ways to choose not to have your information collected or used in this way.
Furthermore, we do not control third parties' collection or use of your information to serve interest-based advertising. However, these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving targeted ads from members of the Network Advertising Initiative (“NAI”) on the NAI's website.
6. INTERNATIONAL USERS
Our Services are hosted in the United States. If you choose to use the Services from other regions of the world with laws governing data collection and use that may differ from United States law (see below for specific information relating to Australian Users), then please note that you are transferring your personal information outside of those regions to the United States for storage and processing. Also, we may transfer your data from the United States to other countries or regions in connection with storage and processing of data, fulfilling your requests, and operating the Services. Your providing of information, including personal information, on or to the Services constitutes your consent to such transfer, storage, and processing.
6.1. Australian Users. If you are an Australian user accessing or using Podium from Australia, the Privacy Act 1988 (Cth) and the Australian Privacy Principles contained in the Privacy Act 1988 (Cth) applies to personal information collected or held by Podium or its Affiliates with an “Australian link” (within the meaning of the Privacy Act). In addition, Podium is committed to complying with other applicable Commonwealth, State or Territory privacy and data protection laws and regulations.
6.2. Canadian Users. If you are a Canadian user accessing or using Podium from Canada, the following terms apply in respect of your personal information:
You have the right to access and correct your personal information, Our Services may already provide you with functionalities to do this, but if these functionalities are not helpful, you can nevertheless exercise these rights. To do so, you can reach us at privacy@podium.com, or by mail at:
Podium
1650 W Digital Drive
Lehi, UT 84043
We will try to help you with your request free of charge. However, we may request that you pay a reasonable fee, such as if you request a transcript or a reproduction by mail. We will only do so if we are authorized by law, and if we notified you before and you’ve accepted the fees. To avoid any fraudulent request and protect your personal information, we may ask that you provide a proof of identity with your request. We will not use such personal information for any other purposes. We will respond to your request within thirty (30) days, unless agreed otherwise. If your request is denied, we will notify you in writing, and provide you with detailed motives and information on how to contest our decision.
The Office of the Privacy Commissioner of Canada drafted this FAQ to help you access your personal information when it is held by a business. You can also contact the Office of the Privacy Commissioner of Canada’s Information Centre:
Telephone
9:00 am to 4:00 pm EST
Toll-free: 1-800-282-1376
Mailing address
Office of the Privacy Commissioner
30 Victoria Street
Gatineau, Québec
K1A 1H3
If you have any issue with how we collect, use or disclose your personal information, or how we responded to your request, please let us know. We will do our best to improve our processes to make certain that it does not happen again. We will also provide you with additional information about our practices if you would like us to do so. If you are still not satisfied, you can lodge a complaint to the Office of the Privacy Commissioner of Canada using this online form, or to your local privacy regulators.
7. CHILDREN UNDER THE AGE OF 13
Our Services are not intended for children under 13 years of age. No one under age 13 may provide any information through or on the Services. We do not knowingly collect personal information from children under 13. If you are under 13, do not use or provide any information through or on our Services or through any of their features. If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us at privacy@podium.com.
8. ACCESSING AND CORRECTING YOUR INFORMATION
You can review and change your personal information by logging into the Services and visiting your account profile page.
You may also submit a request here or send us an email at privacy-requests@podium.com to request access to, correct, or delete any personal information that you have provided to us. If you have a user account with us, we cannot delete all of your personal information except by also deleting your user account. We may not accommodate a request to change or delete information if we believe the change or deletion would violate any law or legal requirement, cause Podium to violate its rights or legal obligations, or cause the information to be incorrect.
If you delete your User Contributions from the Services, copies of your User Contributions may remain viewable in cached and archived pages or might have been copied or stored by other Services users. Proper access and use of information provided through the Services, including User Contributions, is governed by our Terms of Service .
9. YOUR CALIFORNIA PRIVACY RIGHTS
If you are a California resident, California law may provide you with additional rights regarding our use of your personal information. If you have registered with us, you may request that we delete your information in your account by contacting us. We will make commercially reasonable efforts to delete such information upon request. We may archive all or some of your information as we believe may be required by law or for legitimate business purposes.
10. DATA SECURITY
Podium values the security of your information. We have implemented reasonable security measures that are designed to protect the information we maintain.
The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain features of our Services, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. We urge you to be careful about giving out information when using certain aspects of the services such as the Webchat feature. The information you share in public areas may be viewed by other users of the Services.
Unfortunately, the transmission of information via the internet is not completely secure. As our Services are hosted electronically, we can make no guarantees as to the security or privacy of your information. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted through our Services. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.
11. CHANGES TO OUR PRIVACY POLICY
It is our policy to post any changes we make to our privacy policy on this page. If we make material changes to how we treat our users' personal information, we will notify you by email to the primary email address specified in your account. The date the privacy policy was last revised is identified at the top of the page. You are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting our Services and this privacy policy to check for any changes.
12. CONTACT INFORMATION
You can update your account and profile information through your profile settings. If you have questions about your privacy on the Services or this Privacy Policy, email us at:
privacy@podium.com, write to us at
1650 W Digital Drive, Lehi, UT 84043, or call us via our toll-free number:
1-833-276-3486
To register a complaint or concern, please refer to our dispute resolution instructions found in our Terms of Service.
Effective: April 12, 2023
Effective February 21st 2023 to April 19th 2023
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Table of Contents
Podium Privacy Policy
Podium Corporation, Inc. (“Podium”, “we”, and/or “us”) values your privacy. This privacy policy (“Privacy Policy”) describes the types of information we may collect from any individual or entity, including, but not limited to, Clients, Customers, Authorized Users, and end users (“you”), who accesses or uses Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (“Services”) and our practices for collecting, using, maintaining, protecting, and disclosing that information. By using our Services, you agree to the collection, use, disclosure, and procedures this Privacy Policy describes. Beyond the Privacy Policy, your use of our Services is also subject to our Terms and Conditions (https://www.podium.com/terms-and-conditions) and our Acceptable Use Policy (https://www.podium.com/acceptable-use-policy. All capitalized terms not defined in this Privacy Policy have the same meaning given in our Terms and Conditions.
This Privacy Policy applies to information we collect:
Through the Services.
In email, text, and other electronic messages between you and the Services.
Through mobile and desktop applications you download from the Services or a third-party app store, which provide dedicated non-browser-based interaction between you and the Services.
When you interact with our advertising and applications on third-party websites and services, if those applications or advertising include links to this policy.
This Privacy Policy does not apply to information collected by us offline.
Please read this policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, your choice is not to use our Services. By accessing or using our Services, you agree to this Privacy Policy. This Privacy Policy may change from time to time (see Changes to Our Privacy Policy). Your continued use of the Services after we make changes is deemed to be acceptance of those changes, so please check the policy periodically for updates. If you do not provide your information when requested, you may not be able to use our Services if that information is necessary to provide you with our Services or if we are legally required to collect it.
1. INFORMATION WE COLLECT ABOUT YOU AND HOW WE COLLECT IT
1.1. What we collect. We collect several types of information from and about users of our Services, including information (note that if you do not want us to have access to information, you should not share it):
1.1.1. Personal information, by which you may be personally identified, such as name, postal address, e-mail address, telephone number, or social security number;
1.1.2. That is about you but individually does not identify you;
1.1.3. If you share it through our Services, including with another user of our Services, Personally Identifiable Information or Protected Health Information (as both are defined under the United States Health Insurance Portability and Accountability Act of 1996 or “HIPAA.” For more information about your rights under HIPAA, see www.hhs.gov/ocr/privacy);
1.1.4. Information necessary to make financial transactions, such as your billing address, other addresses related to you, and credit card or other payment information; and/or
1.1.5. About your internet connection, the equipment you use to access our Services, and usage details.
1.2. How we collect this information
1.2.1. Directly from you when you provide it to us.
1.2.2. Automatically as you use our Services. Information collected automatically may include usage details, IP addresses, and information collected through cookies, web beacons, and other tracking technologies.
1.2.3. From third parties, for example, our business partners or from publicly available sources such as certain third-party review sites.
1.3. Information You Provide to Us. The information we collect through our Services may include:
1.3.1. Registration and Profile Information. Information that you provide by filling in forms through our Services. This includes information provided at the time of registering to use our Services, subscribing to our Services, signing up to receive information about our Services, posting material, or requesting further services. We may also ask you for information when you enter a contest or promotion sponsored by us, and when you report a problem with our Services. If you sign up for an account, register to use our Services, purchase our products, or sign up to receive information about our Services, we may ask you for your, or your customer’s, first and last name, e-mail address, phone number, physical address, P.O. box or other postal address, login information, and any other information we collect.
1.3.2. Communications with Podium. Information when you contact us directly such as records and copies of your correspondence (including email addresses), as well as communications with other parties as you use the Services. For example, when you contact our Customer Support Team, we will receive your name, mobile phone number, the contents of a message, and any other information you choose to provide.
1.3.3. Communications Using the Services with Others. You also may provide information to others through the Services and your communications may be transmitted to other users of the Services or third parties (collectively, “User Contributions”). Any User Contributions you post or transmit to others is done at your own risk. We cannot always control the actions of other users of the Services, or a third party outside the Services, with whom you may choose to share your User Contributions.
1.3.4. Survey Information. Your responses to surveys that we might ask you to complete for research purposes such as customer success and marketing strategy.
1.3.5. Payment information. When you add billing information or a credit card number to your account or make a purchase (e.g., through our Payments or Terminal products), we will use a third-party service provider to collect and store your payment information.
1.3.6. Search Information. Your search queries on the Services.
1.3.7. Images. We collect any images that you submit to our Services.
1.3.8. Audio and Voice. We collect audio through the Services, such as voice recordings that may be transcribed by us or a third party.
1.4. Information We Collect Through Automatic Data Collection Technologies. The information we collect automatically may include personal information. As you navigate through and interact with our Services, we may use automatic data collection technologies to collect certain infromation about your equipment, browsing actions, and patterns, including:
1.4.1. Usage Information. Details of your use of our Services, including traffic data, location data, logs, and other communication data and the resources that you access and use through the Services. To help us understand how you use our Services and to help us improve them, we automatically receive information about your interactions with our Services, such as the ads you click on, pages or other content you view, the searches you conduct, purchases you make, your comments, and the dates and times of your visits.
1.4.2. Location Information. When you use our Services, if you allow us, we will receive your precise location information. We also infer your more general location information (for example, your internet protocol (IP) address may indicate your more general geographic region.
1.4.3. Device Information. We receive information about the device and software you use to access our Services, including IP address, web browser type, operating system version, phone carrier and manufacturer, application installations, device identifiers, other equipment identifiers, mobile advertising identifiers, and push notification tokens.
1.4.4. Information from Cookies and Similar Technologies. We and third-party partners collect information using cookies, pixel tags, or similar technologies. Our third-party partners, such as analytics and advertising partners, may use these technologies to collect information about your online activities over time and across different services.
1.4.5. Widget Information. Other websites may integrate Podium’s widgets (such as Podium Webchat). When you visit a site with a Podium widget embedded, we may receive certain information about you, including information about the web page you visited, your IP address, and other information about your device. Podium and the widget can recognize you across websites containing Podium’s widgets, and the widget may be used to show personalized content or advertising. We know when you interact with a widget, and websites containing the widgets may receive this information.
1.4.6. Text Information. We may facilitate text messages between you and your customers. In the process, we may receive information about these communications, such as the date and time of the SMS message, the parties’ phone numbers, and the content of any SMS messages.
1.4.7. User Feedback. We receive information about review and surveys and give our clients information about ratings and reviews.
1.4.8. Profile Information. Inferences drawn from any of the information above to create a profile about you that may reflect, for example, your preferences, characteristics, and behavior, including for account security purposes or to enhance our Services to you.
1.4.9. Information you provide to Third Parties. If you choose to link our Services to a third-party account, we may receive information about you, including your profile information, photo, and use of the third-party account. Additionally, we may receive information about you from third parties such as data or marketing partners and combine it with other information we have about you.
We also may use these technologies to collect information about your online activities over time and across third-party websites or other online services (behavioral tracking).
1.5. Methods for Automatic Data Collection. The technologies we use for automatic data collection may include:
1.5.1. Cookies (or browser cookies). A cookie is a small text file containing a string of alphanumeric characters placed on the hard drive of your computer. We may use both session cookies and persistent cookies. A session cookie disappears after you close your browser. A persistent cookie remains after you close your browser and may be used by your browser on subsequent visits to our Services. (Please review your web browser’s “Help” file to learn the proper way to modify your cookie settings. Please note that if you delete or choose not to accept cookies from the Service, you may not be able to utilize the features of the Services to their fullest potential.) You may refuse to accept browser cookies by activating the appropriate setting on your browser. However, if you select this setting you may be unable to access certain parts of our Services. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to our Services.
1.5.2. Flash Cookies. Certain features of our Services may use local stored objects (or Flash cookies) to collect and store information about your preferences and navigation to, from, and on our Services. Flash cookies are not managed by the same browser settings as are used for browser cookies. For information about managing your privacy and security settings for Flash cookies, see Choices About How We Use and Disclose Your Information.
1.5.3. Web Beacons. Our Services and our e-mails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit us, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity).
We may not always collect personal information automatically, but we may tie this information to personal information about you that provide to us or that we collect from other sources.
2. THIRD-PARTY USE OF COOKIES AND OTHER TRACKING TECHNOLOGIES
Some content or applications, including advertisements, on the Services are served by third-parties, including advertisers, ad networks and servers, content providers, and application providers. These third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you when you use our Services. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites and other online services. They may use this information to provide you with interest-based (behavioral) advertising or other targeted content.
We do not control these third parties' tracking technologies or how they may be used. If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly. For information about how you can opt out of receiving targeted advertising from many providers, see Choices About How We Use and Disclose Your Information.
3. HOW WE USE YOUR INFORMATION
We use information that we collect about you or that you provide to us, including any personal information:
3.1. To present our Services and related content to you.
3.2. To personalize and improve your experience on our Services, such as presenting tailored content, speeding up your searched, recognizing when you return to our Services, and storing information about your preferences, allowing us to customize our Services according to your individual interests.
3.3. For marketing purposes, such as customizing and communicating informational or product offerings, promotions, and advertising materials that may be useful, relevant, valuable or otherwise of interest to you. We may also use it to estimate our audience size and usage patterns. If you do not want us to use your information in this way, please adjust your user preferences in your account profile or contact us as privacy@podium.com. For more information, see Choices About How We Use and Disclose Your Information. We may use the information we have collected from you to enable us to display advertisements to our advertisers' target audiences. Even though we do not disclose your personal information for these purposes without your consent, if you click on or otherwise interact with an advertisement, the advertiser may assume that you meet its target criteria.
3.4. To send you text messages and push notifications.
3.5. To provide, maintain, improve, and enhance our Services.
3.6. To provide you with information, products, or services that you request from us.
3.7. To facilitate transactions and payments.
3.8. To provide you with notices about your account or subscription, including expiration and renewal notices.
3.9. To carry out our obligations and enforce our rights arising from any contract(s) entered into between you and us, including for billing and collection.
3.10. To notify you about changes to our Services or any products or services we offer or provide though it.
3.11. To allow you to participate in interactive features on our Services.
3.12. To communicate with you, provide you with updates and other information that you request, respond to comments and questions, and otherwise provide customer support.
3.13. To market additional or new products or services to you.
3.14. To find and prevent fraud and respond to trust and safety issues that may arise.
3.15. To de-identify and aggregate information collected through the Services and use it for any lawful purpose.
3.16. For compliance purposes, including enforcing our Terms and Conditions or other legal rights, or as may be required by applicable laws and regulations or as requested by any judicial process or governmental agency.
3.17. To fulfill any other purpose for which you provide it.
3.18. In any other way we may describe when you provide the information.
3.19. For any other purpose with your consent.
We may also maintain the information we collect or associate it with personal information we collect in other ways or receive from third parties.
We retain your personal information for as long as necessary to achieve the purpose of the collection unless we are required by law to keep it longer.
4. DISCLOSURE OFYOUR INFORMATION
4.1. Aggregate and Anonymous Information. We may disclose aggregated information about our users, and information that does not identify any individual, for any business purpose.
4.2. Personal Information. We may disclose personal information that we collect or you provide as described in this privacy policy:
4.2.1. Affiliates. We may share any information we receive with our subsidiaries, affiliates, and partners for any of the purposes described in this Privacy Policy.
4.2.2. Vendors and Service Providers. We may share any information we receive with vendors contractors, service providers, and other third parties retained in connection with the provision of our Services or who we use to support our business.
4.2.3. Third Party App Integrations. If you connect a third-party application to our Services, we may share information with that third party.
4.2.4. Advertising Partners. We work with third party advertising partners to show you ads that we think may interest you. These advertising partners may set and access their own cookies, pixel tags and similar technologies on our Services and they may otherwise collect or have access to information about you which they may collect over time and across different online services. Some of our advertising partners are members of the Network Advertising Initiative (http://optout.networkadvertising.org/?c=1#!/) or the Digital Advertising Alliance (http://optout.aboutads.info/?c=2⟨=EN). If you do not wish to receive personalized ads, please visit their opt-out pages to learn more about how you may opt out of receiving web-based personalized ads from member companies. You can access any settings offered by your mobile operating system to limit ad tracking or you can install the AppChoices mobile app to learn more about how you may opt out of personalized ads in mobile apps.
4.2.5. Analytics Partners. We use web analytics services such as Google Analytics to collect and process certain analytics data. These services may also collect information about your use of other websites, apps, and online resources. You can learn about Google’s practices by going to https://www.google.com/policies/privacy/partners/ and opt-out of them by downloading the Google Analytics opt-out browser add-on, available at https://tools.google.com/dlpage/gaoptout.
4.2.6. Social Networking Platforms and Other Online Services. Our Services allow you to, upon your direction, share information with social networking services, such as Facebook or Instagram. You understand and agree that the use of your information by any social networking websites will be governed by the privacy policies of these third-party platforms and your settings on that platform. We encourage you to review their privacy policies.
4.2.7. Marketing. We may disclose your information to nonaffiliated third parties for their direct marketing purposes as well as our direct marketing purposes. If you would like to opt out of such disclosures, please contact us at privacy@podium.com. To third parties to market their products or services to you if you have not opted out of these disclosures.
4.2.8. Other Users. Our Services enable you to, among other things, communicate with others. Your name, username, and other profile information may be viewable and searchable by other users. The content you post to the Services may be displayed on the Services and viewable by other users by default. We are not responsible for the other users’ use of available information, so you should carefully consider whether and what to post or how you identify yourself on the Services.
4.2.9. Sale, Acquisition, Merger or Other Asset Transfers. We may share information to a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Podium's assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by Podium about our users is among the assets transferred.
4.2.10. To Fulfill the Purpose for which You Provide. We may share information at your direction. For example, if you give us an email address or other contact information as a referral, we may use that email address to contact the referred party.
4.2.11. As Disclosed. We may share information for any other purpose disclosed by us when you provide the information.
4.2.12. With Consent. We may share information with your consent.
4.3. Other Possible Disclosures of Personal Information. We may also disclose your personal information:
4.3.1. As Required by Law and Similar Disclosures. In cooperation with governmental authorities and in our sole discretion, we may access, preserve, and disclose information about you if we believe it is necessary or appropriate to: (a) comply with law enforcement requests and legal process, such as in connection with a court order or subpoena; (b) respond to your requests; or (c) if we believe a disclosure of such information is necessary to protect your, our, or other’s property, rights, or safety. For the avoidance of doubt, the disclosure of information about you may occur if you post any objectionable content on or through the Services.
4.3.2. To enforce or apply our Terms and Conditions, Acceptable Use Policy, and other agreements, including, but not limited to, for billing and collection purposes.
4.3.3. If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of Podium, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.
5. CHOICES ABOUT HOW WE USE AND DISCLOSE YOUR INFORMATION
We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:
5.1. Communications with Other Users. The Services allow you to communicate with other users. Some of those communications are intended to be public, such as a review that is left on a third-party website. Other communications may be private or intended by you or another user to be private. We cannot always control the actions of other users with whom you communicate through our Services, so you must be aware that communications you intend to be private could be shared publicly by another user with whom you communicate. Furthermore, by communicating with other users, you acknowledge and agree that information you post or otherwise make public may be available to the public or other users.
5.2. Do Not Track. There is no accepted standard on how to respond to Do Not Track signals, and we do not respond to such signals.
5.3. Location Information. You can prevent your device from sharing precise location information at any time through your device’s operating system settings.
5.4. Podium Marketing Communications. You can unsubscribe from our promotional emails via the link provided in the emails or by sending us an email stating your request to privacy@podium.com. You can unsubscribe from our other promotional communications by replying “STOP” or by sending us an email stating your request to privacy@podium.com. Even if you out-out of receiving promotional messages from us, you will continue to receive administrative messages from us. For example, if we have sent you a promotional email, you may send us a return email asking to be omitted from future email distributions, but this opt out will not apply to information provided to Podium as a result of a product purchase, warranty registration, product service experience or other transactions.
5.5. Disclosure of Your Information for Third-Party Advertising. If you do not want us to share your personal information with unaffiliated or non-agent third parties for promotional purposes, you can opt-out by sending us an email with your request to privacy@podium.com.
5.6. Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. To learn how you can manage your Flash cookie settings, visit the Flash player settings page on Adobe's website. If you disable or refuse cookies, please note that some parts of our Services may then be inaccessible or not function properly.
5.7. Targeted Advertising. If you do not want us to use information that we collect or that you provide to us to deliver advertisements according to our advertisers' target-audience preferences, you can opt-out by contacting us at privacy@podium.com.
If you choose not to provide us with information we collect, some features of our Services may not work as intended.
Our Services may contain links to other websites, products, or services that we do not own or operate. We are not responsible for the privacy practices of these third parties, and we do not control third parties’ collection or use of your information. Please be aware that this Privacy Policy does not apply to your activities on these third-party services or any information you disclose to these third parties. We encourage you to read their privacy policies before providing information to them. These third parties may provide you with ways to choose not to have your information collected or used in this way.
Furthermore, we do not control third parties' collection or use of your information to serve interest-based advertising. However, these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving targeted ads from members of the Network Advertising Initiative (“NAI”) on the NAI's website.
California residents may have additional personal information rights and choices. Please see Your California Privacy Rights for more information.
Nevada residents who wish to exercise their sale opt-out rights under Nevada Revised Statutes Chapter 603A may submit a request to this designated address: privacy@podium.com 1650 W Digital Drive, Lehi, UT 84043.
6. INTERNATIONAL USERS
Our Services are hosted in the United States. If you choose to use the Services from other regions of the world with laws governing data collection and use that may differ from United States law (see below for specific information relating to Australian Users), then please note that you are transferring your personal information outside of those regions to the United States for storage and processing. Also, we may transfer your data from the United States to other countries or regions in connection with storage and processing of data, fulfilling your requests, and operating the Services. Your providing of information, including personal information, on or to the Services constitutes your consent to such transfer, storage, and processing.
7. AUSTRALIAN USERS
If you are an Australian user accessing or using Podium from Australia, the Privacy Act 1988 (Cth) and the Australian Privacy Principles contained in the Privacy Act 1988 (Cth) (“APP”) applies to personal information collected or held by Podium or its Affiliates with an “Australian link” (within the meaning of the Privacy Act). In addition, Podium is committed to complying with other applicable Commonwealth, State or Territory privacy and data protection laws and regulations.
8. CANADIAN USERS
If you are a Canadian user accessing or using Podium from Canada, the following terms apply in respect of your personal information:
You have the right to access and correct your personal information, Our Services may already provide you with functionalities to do this, but if these functionalities are not helpful, you can nevertheless exercise these rights. To do so, you can reach us at privacy@podium.com, or by mail at:
Podium
1650 W Digital Drive
Lehi, UT 84043
We will try to help you with your request free of charge. However, we may request that you pay a reasonable fee, such as if you request a transcript or a reproduction by mail. We will only do so if we are authorized by law, and if we notified you before and you’ve accepted the fees. To avoid any fraudulent request and protect your personal information, we may ask that you provide a proof of identity with your request. We will not use such personal information for any other purposes. We will respond to your request within thirty (30) days, unless agreed otherwise. If your request is denied, we will notify you in writing, and provide you with detailed motives and information on how to contest our decision.
The Office of the Privacy Commissioner of Canada drafted this FAQ to help you access your personal information when it is held by a business. You can also contact the Office of the Privacy Commissioner of Canada’s Information Centre:
Telephone
9:00 am to 4:00 pm EST
Toll-free: 1-800-282-1376
Mailing address
Office of the Privacy Commissioner
30 Victoria Street
Gatineau, Québec
K1A 1H3
You can also use this online form. If you have any issue with how we collect, use or disclose your personal information, or how we responded to your request, please let us know. We will do our best to improve our processes to make certain that it does not happen again. We will also provide you with additional information about our practices if you would like us to do so. If you are still not satisfied, you can lodge a complaint to the Office of the Privacy Commissioner of Canada using this online form, or to your local privacy regulators.
9. CHILDREN UNDER THE AGE OF 13
Our Website is not intended for children under 13 years of age. No one under age 13 may provide any information through or on the Services. We do not knowingly collect personal information from children under 13. If you are under 13, do not:
9.1. use or provide any information through or on our Services or through any of its features,
9.2. register on to use the Services,
9.3. make any purchases through the Services,
9.4. use any of the interactive or public comment features of the Services, or
9.5. provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or username you may use.
If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us at privacy@podium.com.
California residents under 16 years of age may have additional rights regarding the collection and sale of their personal information. Please see Your California Privacy Rights for more information.
10. ACCESSING AND CORRECTING YOUR INFORMATION
You can review and change your personal information by logging into the Services and visiting your account profile page.
You may also submit a request here or send us an email at privacy-requests@podium.com to request access to, correct, or delete any personal information that you have provided to us. If you have a user account with us, we cannot delete all of your personal information except by also deleting your user account. We may not accommodate a request to change or delete information if we believe the change or deletion would violate any law or legal requirement, cause Podium to violate its rights or legal obligations, or cause the information to be incorrect.
If you delete your User Contributions from the Services, copies of your User Contributions may remain viewable in cached and archived pages or might have been copied or stored by other Services users. Proper access and use of information provided through the Services, including User Contributions, is governed by our Terms and Conditions.
California residents may have additional personal information rights and choices. Please see Your California Privacy Rights for more information.
11. YOUR CALIFORNIA PRIVACY RIGHTS
If you are a California resident, California law may provide you with additional rights regarding our use of your personal information. If you are a California resident who has provided your personal information to us, you may tell us not to share certain categories of personal information with third parties for their direct marketing purposes. To make such a request, please submit a request here.
If you have registered with us, you may request that we delete your information in your account by contacting us. We will make commercially reasonable efforts to delete such information upon request. We may archive all or some of your information as we believe may be required by law or for legitimate business purposes.
California's “Shine the Light” law (Civil Code Section § 1798.83) permits users of our App that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please send an email to privacy@podium.com or write to us at: 1650 W Digital Drive, Lehi, UT 84043.
12. DATA SECURITY
Podium values the security of your information. We have implemented reasonable security measures that are designed to protect the information we maintain.
The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain features of our Services, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. We urge you to be careful about giving out information when using certain aspects of the services such as the Webchat feature. The information you share in public areas may be viewed by other users of the Services.
Unfortunately, the transmission of information via the internet is not completely secure. As our Services are hosted electronically, we can make no guarantees as to the security or privacy of your information. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted through our Services. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.
13. CHANGES TO OUR PRIVACY POLICY
It is our policy to post any changes we make to our privacy policy on this page. If we make material changes to how we treat our users' personal information, we will notify you by email to the primary email address specified in your account. The date the privacy policy was last revised is identified at the top of the page. You are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting our Services and this privacy policy to check for any changes.
14. CONTACT INFORMATION
You can update your account and profile information through your profile settings. If you have questions about your privacy on the Services or this Privacy Policy, please contact us at:
privacy@podium.com.
1650 W Digital Drive, Lehi, UT 84043
or via our toll-free number:
1-833-276-3486
To register a complaint or concern, please refer to our dispute resolution instructions found in our Terms and Conditions.
Effective September 7th 2022 to February 21st 2023
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Table of Contents
Podium Privacy Policy
Podium Corporation, Inc. (“Podium”, “we”, and/or “us”) values your privacy. This privacy policy (“Privacy Policy”) describes the types of information we may collect from any individual or entity, including, but not limited to, Clients, Customers, Authorized Users, and end users (“you”), who accesses or uses Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (“Services”) and our practices for collecting, using, maintaining, protecting, and disclosing that information. By using our Services, you agree to the collection, use, disclosure, and procedures this Privacy Policy describes. Beyond the Privacy Policy, your use of our Services is also subject to our Terms and Conditions (https://www.podium.com/terms-and-conditions) and our Acceptable Use Policy (https://www.podium.com/acceptable-use-policy. All capitalized terms not defined in this Privacy Policy have the same meaning given in our Terms and Conditions.
This Privacy Policy applies to information we collect:
Through the Services.
In email, text, and other electronic messages between you and the Services.
Through mobile and desktop applications you download from the Services or a third-party app store, which provide dedicated non-browser-based interaction between you and the Services.
When you interact with our advertising and applications on third-party websites and services, if those applications or advertising include links to this policy.
This Privacy Policy does not apply to information collected by us offline.
Please read this policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, your choice is not to use our Services. By accessing or using our Services, you agree to this Privacy Policy. This Privacy Policy may change from time to time (see Changes to Our Privacy Policy). Your continued use of the Services after we make changes is deemed to be acceptance of those changes, so please check the policy periodically for updates. If you do not provide your information when requested, you may not be able to use our Services if that information is necessary to provide you with our Services or if we are legally required to collect it.
1. INFORMATION WE COLLECT ABOUT YOU AND HOW WE COLLECT IT
1.1. What we collect. We collect several types of information from and about users of our Services, including information (note that if you do not want us to have access to information, you should not share it):
1.1.1. Personal information, by which you may be personally identified, such as name, postal address, e-mail address, telephone number, or social security number;
1.1.2. That is about you but individually does not identify you;
1.1.3. If you share it through our Services, including with another user of our Services, Personally Identifiable Information or Protected Health Information (as both are defined under the United States Health Insurance Portability and Accountability Act of 1996 or “HIPAA.” For more information about your rights under HIPAA, see www.hhs.gov/ocr/privacy);
1.1.4. Information necessary to make financial transactions, such as your billing address, other addresses related to you, and credit card or other payment information; and/or
1.1.5. About your internet connection, the equipment you use to access our Services, and usage details.
1.2. How we collect this information
1.2.1. Directly from you when you provide it to us.
1.2.2. Automatically as you use our Services. Information collected automatically may include usage details, IP addresses, and information collected through cookies, web beacons, and other tracking technologies.
1.2.3. From third parties, for example, our business partners or from publicly available sources such as certain third-party review sites.
1.3. Information You Provide to Us. The information we collect through our Services may include:
1.3.1. Registration and Profile Information. Information that you provide by filling in forms through our Services. This includes information provided at the time of registering to use our Services, subscribing to our Services, signing up to receive information about our Services, posting material, or requesting further services. We may also ask you for information when you enter a contest or promotion sponsored by us, and when you report a problem with our Services. If you sign up for an account, register to use our Services, purchase our products, or sign up to receive information about our Services, we may ask you for your, or your customer’s, first and last name, e-mail address, phone number, physical address, P.O. box or other postal address, login information, and any other information we collect.
1.3.2. Communications with Podium. Information when you contact us directly such as records and copies of your correspondence (including email addresses), as well as communications with other parties as you use the Services. For example, when you contact our Customer Support Team, we will receive your name, mobile phone number, the contents of a message, and any other information you choose to provide.
1.3.3. Communications Using the Services with Others. You also may provide information to others through the Services and your communications may be transmitted to other users of the Services or third parties (collectively, “User Contributions”). Any User Contributions you post or transmit to others is done at your own risk. We cannot always control the actions of other users of the Services, or a third party outside the Services, with whom you may choose to share your User Contributions.
1.3.4. Survey Information. Your responses to surveys that we might ask you to complete for research purposes such as customer success and marketing strategy.
1.3.5. Payment information. When you add billing information or a credit card number to your account or make a purchase (e.g., through our Payments or Terminal products), we will use a third-party service provider to collect and store your payment information.
1.3.6. Search Information. Your search queries on the Services.
1.3.7. Images. We collect any images that you submit to our Services.
1.3.8. Audio and Voice. We collect audio through the Services, such as voice recordings that may be transcribed by us or a third party.
1.4. Information We Collect Through Automatic Data Collection Technologies. The information we collect automatically may include personal information. As you navigate through and interact with our Services, we may use automatic data collection technologies to collect certain infromation about your equipment, browsing actions, and patterns, including:
1.4.1. Usage Information. Details of your use of our Services, including traffic data, location data, logs, and other communication data and the resources that you access and use through the Services. To help us understand how you use our Services and to help us improve them, we automatically receive information about your interactions with our Services, such as the ads you click on, pages or other content you view, the searches you conduct, purchases you make, your comments, and the dates and times of your visits.
1.4.2. Location Information. When you use our Services, if you allow us, we will receive your precise location information. We also infer your more general location information (for example, your internet protocol (IP) address may indicate your more general geographic region.
1.4.3. Device Information. We receive information about the device and software you use to access our Services, including IP address, web browser type, operating system version, phone carrier and manufacturer, application installations, device identifiers, other equipment identifiers, mobile advertising identifiers, and push notification tokens.
1.4.4. Information from Cookies and Similar Technologies. We and third-party partners collect information using cookies, pixel tags, or similar technologies. Our third-party partners, such as analytics and advertising partners, may use these technologies to collect information about your online activities over time and across different services.
1.4.5. Widget Information. Other websites may integrate Podium’s widgets (such as Podium Webchat). When you visit a site with a Podium widget embedded, we may receive certain information about you, including information about the web page you visited, your IP address, and other information about your device. Podium and the widget can recognize you across websites containing Podium’s widgets, and the widget may be used to show personalized content or advertising. We know when you interact with a widget, and websites containing the widgets may receive this information.
1.4.6. Text Information. We may facilitate text messages between you and your customers. In the process, we may receive information about these communications, such as the date and time of the SMS message, the parties’ phone numbers, and the content of any SMS messages.
1.4.7. User Feedback. We receive information about review and surveys and give our clients information about ratings and reviews.
1.4.8. Profile Information. Inferences drawn from any of the information above to create a profile about you that may reflect, for example, your preferences, characteristics, and behavior, including for account security purposes or to enhance our Services to you.
1.4.9. Information you provide to Third Parties. If you choose to link our Services to a third-party account, we may receive information about you, including your profile information, photo, and use of the third-party account. Additionally, we may receive information about you from third parties such as data or marketing partners and combine it with other information we have about you.
We also may use these technologies to collect information about your online activities over time and across third-party websites or other online services (behavioral tracking).
1.5. Methods for Automatic Data Collection. The technologies we use for automatic data collection may include:
1.5.1. Cookies (or browser cookies). A cookie is a small text file containing a string of alphanumeric characters placed on the hard drive of your computer. We may use both session cookies and persistent cookies. A session cookie disappears after you close your browser. A persistent cookie remains after you close your browser and may be used by your browser on subsequent visits to our Services. (Please review your web browser’s “Help” file to learn the proper way to modify your cookie settings. Please note that if you delete or choose not to accept cookies from the Service, you may not be able to utilize the features of the Services to their fullest potential.) You may refuse to accept browser cookies by activating the appropriate setting on your browser. However, if you select this setting you may be unable to access certain parts of our Services. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to our Services.
1.5.2. Flash Cookies. Certain features of our Services may use local stored objects (or Flash cookies) to collect and store information about your preferences and navigation to, from, and on our Services. Flash cookies are not managed by the same browser settings as are used for browser cookies. For information about managing your privacy and security settings for Flash cookies, see Choices About How We Use and Disclose Your Information.
1.5.3. Web Beacons. Our Services and our e-mails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit us, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity).
We may not always collect personal information automatically, but we may tie this information to personal information about you that provide to us or that we collect from other sources.
2. THIRD-PARTY USE OF COOKIES AND OTHER TRACKING TECHNOLOGIES
Some content or applications, including advertisements, on the Services are served by third-parties, including advertisers, ad networks and servers, content providers, and application providers. These third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you when you use our Services. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites and other online services. They may use this information to provide you with interest-based (behavioral) advertising or other targeted content.
We do not control these third parties' tracking technologies or how they may be used. If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly. For information about how you can opt out of receiving targeted advertising from many providers, see Choices About How We Use and Disclose Your Information.
3. HOW WE USE YOUR INFORMATION
We use information that we collect about you or that you provide to us, including any personal information:
3.1. To present our Services and related content to you.
3.2. To personalize and improve your experience on our Services, such as presenting tailored content, speeding up your searched, recognizing when you return to our Services, and storing information about your preferences, allowing us to customize our Services according to your individual interests.
3.3. For marketing purposes, such as customizing and communicating informational or product offerings, promotions, and advertising materials that may be useful, relevant, valuable or otherwise of interest to you. We may also use it to estimate our audience size and usage patterns. If you do not want us to use your information in this way, please adjust your user preferences in your account profile or contact us as privacy@podium.com. For more information, see Choices About How We Use and Disclose Your Information. We may use the information we have collected from you to enable us to display advertisements to our advertisers' target audiences. Even though we do not disclose your personal information for these purposes without your consent, if you click on or otherwise interact with an advertisement, the advertiser may assume that you meet its target criteria.
3.4. To send you text messages and push notifications.
3.5. To provide, maintain, improve, and enhance our Services.
3.6. To provide you with information, products, or services that you request from us.
3.7. To facilitate transactions and payments.
3.8. To provide you with notices about your account or subscription, including expiration and renewal notices.
3.9. To carry out our obligations and enforce our rights arising from any contract(s) entered into between you and us, including for billing and collection.
3.10. To notify you about changes to our Services or any products or services we offer or provide though it.
3.11. To allow you to participate in interactive features on our Services.
3.12. To communicate with you, provide you with updates and other information that you request, respond to comments and questions, and otherwise provide customer support.
3.13. To market additional or new products or services to you.
3.14. To find and prevent fraud and respond to trust and safety issues that may arise.
3.15. To de-identify and aggregate information collected through the Services and use it for any lawful purpose.
3.16. For compliance purposes, including enforcing our Terms and Conditions or other legal rights, or as may be required by applicable laws and regulations or as requested by any judicial process or governmental agency.
3.17. To fulfill any other purpose for which you provide it.
3.18. In any other way we may describe when you provide the information.
3.19. For any other purpose with your consent.
We may also maintain the information we collect or associate it with personal information we collect in other ways or receive from third parties.
We retain your personal information for as long as necessary to achieve the purpose of the collection unless we are required by law to keep it longer.
4. DISCLOSURE OFYOUR INFORMATION
4.1. Aggregate and Anonymous Information. We may disclose aggregated information about our users, and information that does not identify any individual, for any business purpose.
4.2. Personal Information. We may disclose personal information that we collect or you provide as described in this privacy policy:
4.2.1. Affiliates. We may share any information we receive with our subsidiaries, affiliates, and partners for any of the purposes described in this Privacy Policy.
4.2.2. Vendors and Service Providers. We may share any information we receive with vendors contractors, service providers, and other third parties retained in connection with the provision of our Services or who we use to support our business.
4.2.3. Third Party App Integrations. If you connect a third-party application to our Services, we may share information with that third party.
4.2.4. Advertising Partners. We work with third party advertising partners to show you ads that we think may interest you. These advertising partners may set and access their own cookies, pixel tags and similar technologies on our Services and they may otherwise collect or have access to information about you which they may collect over time and across different online services. Some of our advertising partners are members of the Network Advertising Initiative (http://optout.networkadvertising.org/?c=1#!/) or the Digital Advertising Alliance (http://optout.aboutads.info/?c=2&lang=EN). If you do not wish to receive personalized ads, please visit their opt-out pages to learn more about how you may opt out of receiving web-based personalized ads from member companies. You can access any settings offered by your mobile operating system to limit ad tracking or you can install the AppChoices mobile app to learn more about how you may opt out of personalized ads in mobile apps.
4.2.5. Analytics Partners. We use web analytics services such as Google Analytics to collect and process certain analytics data. These services may also collect information about your use of other websites, apps, and online resources. You can learn about Google’s practices by going to https://www.google.com/policies/privacy/partners/ and opt-out of them by downloading the Google Analytics opt-out browser add-on, available at https://tools.google.com/dlpage/gaoptout.
4.2.6. Social Networking Platforms and Other Online Services. Our Services allow you to, upon your direction, share information with social networking services, such as Facebook or Instagram. You understand and agree that the use of your information by any social networking websites will be governed by the privacy policies of these third-party platforms and your settings on that platform. We encourage you to review their privacy policies.
4.2.7. Marketing. We may disclose your information to nonaffiliated third parties for their direct marketing purposes as well as our direct marketing purposes. If you would like to opt out of such disclosures, please contact us at privacy@podium.com. To third parties to market their products or services to you if you have not opted out of these disclosures.
4.2.8. Other Users. Our Services enable you to, among other things, communicate with others. Your name, username, and other profile information may be viewable and searchable by other users. The content you post to the Services may be displayed on the Services and viewable by other users by default. We are not responsible for the other users’ use of available information, so you should carefully consider whether and what to post or how you identify yourself on the Services.
4.2.9. Sale, Acquisition, Merger or Other Asset Transfers. We may share information to a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Podium's assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by Podium about our users is among the assets transferred.
4.2.10. To Fulfill the Purpose for which You Provide. We may share information at your direction. For example, if you give us an email address or other contact information as a referral, we may use that email address to contact the referred party.
4.2.11. As Disclosed. We may share information for any other purpose disclosed by us when you provide the information.
4.2.12. With Consent. We may share information with your consent.
4.3. Other Possible Disclosures of Personal Information. We may also disclose your personal information:
4.3.1. As Required by Law and Similar Disclosures. In cooperation with governmental authorities and in our sole discretion, we may access, preserve, and disclose information about you if we believe it is necessary or appropriate to: (a) comply with law enforcement requests and legal process, such as in connection with a court order or subpoena; (b) respond to your requests; or (c) if we believe a disclosure of such information is necessary to protect your, our, or other’s property, rights, or safety. For the avoidance of doubt, the disclosure of information about you may occur if you post any objectionable content on or through the Services.
4.3.2. To enforce or apply our Terms and Conditions, Acceptable Use Policy, and other agreements, including, but not limited to, for billing and collection purposes.
4.3.3. If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of Podium, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.
5. CHOICES ABOUT HOW WE USE AND DISCLOSE YOUR INFORMATION
We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:
5.1. Communications with Other Users. The Services allow you to communicate with other users. Some of those communications are intended to be public, such as a review that is left on a third-party website. Other communications may be private or intended by you or another user to be private. We cannot always control the actions of other users with whom you communicate through our Services, so you must be aware that communications you intend to be private could be shared publicly by another user with whom you communicate. Furthermore, by communicating with other users, you acknowledge and agree that information you post or otherwise make public may be available to the public or other users.
5.2. Do Not Track. There is no accepted standard on how to respond to Do Not Track signals, and we do not respond to such signals.
5.3. Location Information. You can prevent your device from sharing precise location information at any time through your device’s operating system settings.
5.4. Podium Marketing Communications. You can unsubscribe from our promotional emails via the link provided in the emails or by sending us an email stating your request to privacy@podium.com. You can unsubscribe from our other promotional communications by replying “STOP” or by sending us an email stating your request to privacy@podium.com. Even if you out-out of receiving promotional messages from us, you will continue to receive administrative messages from us. For example, if we have sent you a promotional email, you may send us a return email asking to be omitted from future email distributions, but this opt out will not apply to information provided to Podium as a result of a product purchase, warranty registration, product service experience or other transactions.
5.5. Disclosure of Your Information for Third-Party Advertising. If you do not want us to share your personal information with unaffiliated or non-agent third parties for promotional purposes, you can opt-out by sending us an email with your request to privacy@podium.com.
5.6. Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. To learn how you can manage your Flash cookie settings, visit the Flash player settings page on Adobe's website. If you disable or refuse cookies, please note that some parts of our Services may then be inaccessible or not function properly.
5.7. Targeted Advertising. If you do not want us to use information that we collect or that you provide to us to deliver advertisements according to our advertisers' target-audience preferences, you can opt-out by contacting us at privacy@podium.com.
If you choose not to provide us with information we collect, some features of our Services may not work as intended.
Our Services may contain links to other websites, products, or services that we do not own or operate. We are not responsible for the privacy practices of these third parties, and we do not control third parties’ collection or use of your information. Please be aware that this Privacy Policy does not apply to your activities on these third-party services or any information you disclose to these third parties. We encourage you to read their privacy policies before providing information to them. These third parties may provide you with ways to choose not to have your information collected or used in this way.
Furthermore, we do not control third parties' collection or use of your information to serve interest-based advertising. However, these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving targeted ads from members of the Network Advertising Initiative (“NAI”) on the NAI's website.
California residents may have additional personal information rights and choices. Please see Your California Privacy Rights for more information.
Nevada residents who wish to exercise their sale opt-out rights under Nevada Revised Statutes Chapter 603A may submit a request to this designated address: privacy@podium.com 1650 W Digital Drive, Lehi, UT 84043.
6. INTERNATIONAL USERS
Our Services are hosted in the United States. If you choose to use the Services from other regions of the world with laws governing data collection and use that may differ from United States law (see below for specific information relating to Australian Users), then please note that you are transferring your personal information outside of those regions to the United States for storage and processing. Also, we may transfer your data from the United States to other countries or regions in connection with storage and processing of data, fulfilling your requests, and operating the Services. Your providing of information, including personal information, on or to the Services constitutes your consent to such transfer, storage, and processing.
7. AUSTRALIAN USERS
If you are an Australian user accessing or using Podium from Australia, the Privacy Act 1988 (Cth) and the Australian Privacy Principles contained in the Privacy Act 1988 (Cth) (“APP”) applies to personal information collected or held by Podium or its Affiliates with an “Australian link” (within the meaning of the Privacy Act). In addition, Podium is committed to complying with other applicable Commonwealth, State or Territory privacy and data protection laws and regulations.
8. CANADIAN USERS
If you are a Canadian user accessing or using Podium from Canada, the following terms apply in respect of your personal information:
You have the right to access and correct your personal information, Our Services may already provide you with functionalities to do this, but if these functionalities are not helpful, you can nevertheless exercise these rights. To do so, you can reach us at privacy@podium.com, or by mail at:
Podium
1650 W Digital Drive
Lehi, UT 84043
We will try to help you with your request free of charge. However, we may request that you pay a reasonable fee, such as if you request a transcript or a reproduction by mail. We will only do so if we are authorized by law, and if we notified you before and you’ve accepted the fees. To avoid any fraudulent request and protect your personal information, we may ask that you provide a proof of identity with your request. We will not use such personal information for any other purposes. We will respond to your request within thirty (30) days, unless agreed otherwise. If your request is denied, we will notify you in writing, and provide you with detailed motives and information on how to contest our decision.
The Office of the Privacy Commissioner of Canada drafted this FAQ to help you access your personal information when it is held by a business. You can also contact the Office of the Privacy Commissioner of Canada’s Information Centre:
Telephone
9:00 am to 4:00 pm EST
Toll-free: 1-800-282-1376
Mailing address
Office of the Privacy Commissioner
30 Victoria Street
Gatineau, Québec
K1A 1H3
You can also use this online form. If you have any issue with how we collect, use or disclose your personal information, or how we responded to your request, please let us know. We will do our best to improve our processes to make certain that it does not happen again. We will also provide you with additional information about our practices if you would like us to do so. If you are still not satisfied, you can lodge a complaint to the Office of the Privacy Commissioner of Canada using this online form, or to your local privacy regulators.
9. CHILDREN UNDER THE AGE OF 13
Our Website is not intended for children under 13 years of age. No one under age 13 may provide any information through or on the Services. We do not knowingly collect personal information from children under 13. If you are under 13, do not:
9.1. use or provide any information through or on our Services or through any of its features,
9.2. register on to use the Services,
9.3. make any purchases through the Services,
9.4. use any of the interactive or public comment features of the Services, or
9.5. provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or username you may use.
If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us at privacy@podium.com.
California residents under 16 years of age may have additional rights regarding the collection and sale of their personal information. Please see Your California Privacy Rights for more information.
10. ACCESSING AND CORRECTING YOUR INFORMATION
You can review and change your personal information by logging into the Services and visiting your account profile page.
You may also submit a request here or send us an email at privacy-requests@podium.com to request access to, correct, or delete any personal information that you have provided to us. If you have a user account with us, we cannot delete all of your personal information except by also deleting your user account. We may not accommodate a request to change or delete information if we believe the change or deletion would violate any law or legal requirement, cause Podium to violate its rights or legal obligations, or cause the information to be incorrect.
If you delete your User Contributions from the Services, copies of your User Contributions may remain viewable in cached and archived pages or might have been copied or stored by other Services users. Proper access and use of information provided through the Services, including User Contributions, is governed by our Terms and Conditions.
California residents may have additional personal information rights and choices. Please see Your California Privacy Rights for more information.
11. YOUR CALIFORNIA PRIVACY RIGHTS
If you are a California resident, California law may provide you with additional rights regarding our use of your personal information. If you are a California resident who has provided your personal information to us, you may tell us not to share certain categories of personal information with third parties for their direct marketing purposes. To make such a request, please submit a request here.
If you have registered with us, you may request that we delete your information in your account by contacting us. We will make commercially reasonable efforts to delete such information upon request. We may archive all or some of your information as we believe may be required by law or for legitimate business purposes.
California's “Shine the Light” law (Civil Code Section § 1798.83) permits users of our App that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please send an email to privacy@podium.com or write to us at: 1650 W Digital Drive, Lehi, UT 84043.
12. DATA SECURITY
Podium values the security of your information. We have implemented reasonable security measures that are designed to protect the information we maintain.
The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain features of our Services, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. We urge you to be careful about giving out information when using certain aspects of the services such as the Webchat feature. The information you share in public areas may be viewed by other users of the Services.
Unfortunately, the transmission of information via the internet is not completely secure. As our Services are hosted electronically, we can make no guarantees as to the security or privacy of your information. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted through our Services. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.
13. CHANGES TO OUR PRIVACY POLICY
It is our policy to post any changes we make to our privacy policy on this page. If we make material changes to how we treat our users' personal information, we will notify you by email to the primary email address specified in your account. The date the privacy policy was last revised is identified at the top of the page. You are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting our Services and this privacy policy to check for any changes.
14. CONTACT INFORMATION
You can update your account and profile information through your profile settings. If you have questions about your privacy on the Services or this Privacy Policy, please contact us at:
privacy@podium.com.
1650 W Digital Drive, Lehi, UT 84043
or via our toll-free number:
1-833-276-3486
To register a complaint or concern, please refer to our dispute resolution instructions found in our Terms and Conditions.
Effective May 17th 2022 to September 7th 2022
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Table of Contents
Podium Privacy Policy
Podium Corporation, Inc. (“Podium”, “we”, and/or “us”) values your privacy. This privacy policy (“Privacy Policy”) describes the types of information we may collect from any individual or entity, including, but not limited to, Clients, Customers, Authorized Users, and end users (“you”), who accesses or uses Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (“Services”) and our practices for collecting, using, maintaining, protecting, and disclosing that information. By using our Services, you agree to the collection, use, disclosure, and procedures this Privacy Policy describes. Beyond the Privacy Policy, your use of our Services is also subject to our Terms and Conditions (https://www.podium.com/terms-and-conditions) and our Acceptable Use Policy (https://www.podium.com/acceptable-use-policy. All capitalized terms not defined in this Privacy Policy have the same meaning given in our Terms and Conditions.
This Privacy Policy applies to information we collect:
Through the Services.
In email, text, and other electronic messages between you and the Services.
Through mobile and desktop applications you download from the Services or a third-party app store, which provide dedicated non-browser-based interaction between you and the Services.
When you interact with our advertising and applications on third-party websites and services, if those applications or advertising include links to this policy.
This Privacy Policy does not apply to information collected by us offline.
Please read this policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, your choice is not to use our Services. By accessing or using our Services, you agree to this Privacy Policy. This Privacy Policy may change from time to time (see Changes to Our Privacy Policy). Your continued use of the Services after we make changes is deemed to be acceptance of those changes, so please check the policy periodically for updates. If you do not provide your information when requested, you may not be able to use our Services if that information is necessary to provide you with our Services or if we are legally required to collect it.
1. INFORMATION WE COLLECT ABOUT YOU AND HOW WE COLLECT IT
1.1. What we collect. We collect several types of information from and about users of our Services, including information (note that if you do not want us to have access to information, you should not share it):
1.1.1. Personal information, by which you may be personally identified, such as name, postal address, e-mail address, telephone number, or social security number;
1.1.2. That is about you but individually does not identify you;
1.1.3. If you share it through our Services, including with another user of our Services, Personally Identifiable Information or Protected Health Information (as both are defined under the United States Health Insurance Portability and Accountability Act of 1996 or “HIPAA.” For more information about your rights under HIPAA, see www.hhs.gov/ocr/privacy);
1.1.4. Information necessary to make financial transactions, such as your billing address, other addresses related to you, and credit card or other payment information; and/or
1.1.5. About your internet connection, the equipment you use to access our Services, and usage details.
1.2. How we collect this information
1.2.1. Directly from you when you provide it to us.
1.2.2. Automatically as you use our Services. Information collected automatically may include usage details, IP addresses, and information collected through cookies, web beacons, and other tracking technologies.
1.2.3. From third parties, for example, our business partners or from publicly available sources such as certain third-party review sites.
1.3. Information You Provide to Us. The information we collect through our Services may include:
1.3.1. Registration and Profile Information. Information that you provide by filling in forms through our Services. This includes information provided at the time of registering to use our Services, subscribing to our Services, signing up to receive information about our Services, posting material, or requesting further services. We may also ask you for information when you enter a contest or promotion sponsored by us, and when you report a problem with our Services. If you sign up for an account, register to use our Services, purchase our products, or sign up to receive information about our Services, we may ask you for your, or your customer’s, first and last name, e-mail address, phone number, physical address, P.O. box or other postal address, login information, and any other information we collect.
1.3.2. Communications with Podium. Information when you contact us directly such as records and copies of your correspondence (including email addresses), as well as communications with other parties as you use the Services. For example, when you contact our Customer Support Team, we will receive your name, mobile phone number, the contents of a message, and any other information you choose to provide.
1.3.3. Communications Using the Services with Others. You also may provide information to others through the Services and your communications may be transmitted to other users of the Services or third parties (collectively, “User Contributions”). Any User Contributions you post or transmit to others is done at your own risk. We cannot always control the actions of other users of the Services, or a third party outside the Services, with whom you may choose to share your User Contributions.
1.3.4. Survey Information. Your responses to surveys that we might ask you to complete for research purposes such as customer success and marketing strategy.
1.3.5. Payment information. When you add billing information or a credit card number to your account or make a purchase (e.g., through our Payments or Terminal products), we will use a third-party service provider to collect and store your payment information.
1.3.6. Search Information. Your search queries on the Services.
1.3.7. Images. We collect any images that you submit to our Services.
1.3.8. Audio and Voice. We collect audio through the Services, such as voice recordings that may be transcribed by us or a third party.
1.4. Information We Collect Through Automatic Data Collection Technologies. The information we collect automatically may include personal information. As you navigate through and interact with our Services, we may use automatic data collection technologies to collect certain infromation about your equipment, browsing actions, and patterns, including:
1.4.1. Usage Information. Details of your use of our Services, including traffic data, location data, logs, and other communication data and the resources that you access and use through the Services. To help us understand how you use our Services and to help us improve them, we automatically receive information about your interactions with our Services, such as the ads you click on, pages or other content you view, the searches you conduct, purchases you make, your comments, and the dates and times of your visits.
1.4.2. Location Information. When you use our Services, if you allow us, we will receive your precise location information. We also infer your more general location information (for example, your internet protocol (IP) address may indicate your more general geographic region.
1.4.3. Device Information. We receive information about the device and software you use to access our Services, including IP address, web browser type, operating system version, phone carrier and manufacturer, application installations, device identifiers, other equipment identifiers, mobile advertising identifiers, and push notification tokens.
1.4.4. Information from Cookies and Similar Technologies. We and third-party partners collect information using cookies, pixel tags, or similar technologies. Our third-party partners, such as analytics and advertising partners, may use these technologies to collect information about your online activities over time and across different services.
1.4.5. Widget Information. Other websites may integrate Podium’s widgets (such as Podium Webchat). When you visit a site with a Podium widget embedded, we may receive certain information about you, including information about the web page you visited, your IP address, and other information about your device. Podium and the widget can recognize you across websites containing Podium’s widgets, and the widget may be used to show personalized content or advertising. We know when you interact with a widget, and websites containing the widgets may receive this information.
1.4.6. Text Information. We may facilitate text messages between you and your customers. In the process, we may receive information about these communications, such as the date and time of the SMS message, the parties’ phone numbers, and the content of any SMS messages.
1.4.7. User Feedback. We receive information about review and surveys and give our clients information about ratings and reviews.
1.4.8. Profile Information. Inferences drawn from any of the information above to create a profile about you that may reflect, for example, your preferences, characteristics, and behavior, including for account security purposes or to enhance our Services to you.
1.4.9. Information you provide to Third Parties. If you choose to link our Services to a third-party account, we may receive information about you, including your profile information, photo, and use of the third-party account. Additionally, we may receive information about you from third parties such as data or marketing partners and combine it with other information we have about you.
We also may use these technologies to collect information about your online activities over time and across third-party websites or other online services (behavioral tracking).
1.5. Methods for Automatic Data Collection. The technologies we use for automatic data collection may include:
1.5.1. Cookies (or browser cookies). A cookie is a small text file containing a string of alphanumeric characters placed on the hard drive of your computer. We may use both session cookies and persistent cookies. A session cookie disappears after you close your browser. A persistent cookie remains after you close your browser and may be used by your browser on subsequent visits to our Services. (Please review your web browser’s “Help” file to learn the proper way to modify your cookie settings. Please note that if you delete or choose not to accept cookies from the Service, you may not be able to utilize the features of the Services to their fullest potential.) You may refuse to accept browser cookies by activating the appropriate setting on your browser. However, if you select this setting you may be unable to access certain parts of our Services. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to our Services.
1.5.2. Flash Cookies. Certain features of our Services may use local stored objects (or Flash cookies) to collect and store information about your preferences and navigation to, from, and on our Services. Flash cookies are not managed by the same browser settings as are used for browser cookies. For information about managing your privacy and security settings for Flash cookies, see Choices About How We Use and Disclose Your Information.
1.5.3. Web Beacons. Our Services and our e-mails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit us, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity).
We may not always collect personal information automatically, but we may tie this information to personal information about you that provide to us or that we collect from other sources.
2. THIRD-PARTY USE OF COOKIES AND OTHER TRACKING TECHNOLOGIES
Some content or applications, including advertisements, on the Services are served by third-parties, including advertisers, ad networks and servers, content providers, and application providers. These third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you when you use our Services. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites and other online services. They may use this information to provide you with interest-based (behavioral) advertising or other targeted content.
We do not control these third parties' tracking technologies or how they may be used. If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly. For information about how you can opt out of receiving targeted advertising from many providers, see Choices About How We Use and Disclose Your Information.
3. HOW WE USE YOUR INFORMATION
We use information that we collect about you or that you provide to us, including any personal information:
3.1. To present our Services and related content to you.
3.2. To personalize and improve your experience on our Services, such as presenting tailored content, speeding up your searched, recognizing when you return to our Services, and storing information about your preferences, allowing us to customize our Services according to your individual interests.
3.3. For marketing purposes, such as customizing and communicating informational or product offerings, promotions, and advertising materials that may be useful, relevant, valuable or otherwise of interest to you. We may also use it to estimate our audience size and usage patterns. If you do not want us to use your information in this way, please adjust your user preferences in your account profile or contact us as privacy@podium.com. For more information, see Choices About How We Use and Disclose Your Information. We may use the information we have collected from you to enable us to display advertisements to our advertisers' target audiences. Even though we do not disclose your personal information for these purposes without your consent, if you click on or otherwise interact with an advertisement, the advertiser may assume that you meet its target criteria.
3.4. To send you text messages and push notifications.
3.5. To provide, maintain, improve, and enhance our Services.
3.6. To provide you with information, products, or services that you request from us.
3.7. To facilitate transactions and payments.
3.8. To provide you with notices about your account or subscription, including expiration and renewal notices.
3.9. To carry out our obligations and enforce our rights arising from any contract(s) entered into between you and us, including for billing and collection.
3.10. To notify you about changes to our Services or any products or services we offer or provide though it.
3.11. To allow you to participate in interactive features on our Services.
3.12. To communicate with you, provide you with updates and other information that you request, respond to comments and questions, and otherwise provide customer support.
3.13. To market additional or new products or services to you.
3.14. To find and prevent fraud and respond to trust and safety issues that may arise.
3.15. To de-identify and aggregate information collected through the Services and use it for any lawful purpose.
3.16. For compliance purposes, including enforcing our Terms and Conditions or other legal rights, or as may be required by applicable laws and regulations or as requested by any judicial process or governmental agency.
3.17. To fulfill any other purpose for which you provide it.
3.18. In any other way we may describe when you provide the information.
3.19. For any other purpose with your consent.
We may also maintain the information we collect or associate it with personal information we collect in other ways or receive from third parties.
We retain your personal information for as long as necessary to achieve the purpose of the collection unless we are required by law to keep it longer.
4. DISCLOSURE OFYOUR INFORMATION
4.1. Aggregate and Anonymous Information. We may disclose aggregated information about our users, and information that does not identify any individual, for any business purpose.
4.2. Personal Information. We may disclose personal information that we collect or you provide as described in this privacy policy:
4.2.1. Affiliates. We may share any information we receive with our subsidiaries, affiliates, and partners for any of the purposes described in this Privacy Policy.
4.2.2. Vendors and Service Providers. We may share any information we receive with vendors contractors, service providers, and other third parties retained in connection with the provision of our Services or who we use to support our business.
4.2.3. Third Party App Integrations. If you connect a third-party application to our Services, we may share information with that third party.
4.2.4. Advertising Partners. We work with third party advertising partners to show you ads that we think may interest you. These advertising partners may set and access their own cookies, pixel tags and similar technologies on our Services and they may otherwise collect or have access to information about you which they may collect over time and across different online services. Some of our advertising partners are members of the Network Advertising Initiative (http://optout.networkadvertising.org/?c=1#!/) or the Digital Advertising Alliance (http://optout.aboutads.info/?c=2&lang=EN). If you do not wish to receive personalized ads, please visit their opt-out pages to learn more about how you may opt out of receiving web-based personalized ads from member companies. You can access any settings offered by your mobile operating system to limit ad tracking or you can install the AppChoices mobile app to learn more about how you may opt out of personalized ads in mobile apps.
4.2.5. Analytics Partners. We use web analytics services such as Google Analytics to collect and process certain analytics data. These services may also collect information about your use of other websites, apps, and online resources. You can learn about Google’s practices by going to https://www.google.com/policies/privacy/partners/ and opt-out of them by downloading the Google Analytics opt-out browser add-on, available at https://tools.google.com/dlpage/gaoptout.
4.2.6. Social Networking Platforms and Other Online Services. Our Services allow you to, upon your direction, share information with social networking services, such as Facebook or Instagram. You understand and agree that the use of your information by any social networking websites will be governed by the privacy policies of these third-party platforms and your settings on that platform. We encourage you to review their privacy policies.
4.2.7. Marketing. We may disclose your information to nonaffiliated third parties for their direct marketing purposes as well as our direct marketing purposes. If you would like to opt out of such disclosures, please contact us at privacy@podium.com. To third parties to market their products or services to you if you have not opted out of these disclosures.
4.2.8. Other Users. Our Services enable you to, among other things, communicate with others. Your name, username, and other profile information may be viewable and searchable by other users. The content you post to the Services may be displayed on the Services and viewable by other users by default. We are not responsible for the other users’ use of available information, so you should carefully consider whether and what to post or how you identify yourself on the Services.
4.2.9. Sale, Acquisition, Merger or Other Asset Transfers. We may share information to a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Podium's assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by Podium about our users is among the assets transferred.
4.2.10. To Fulfill the Purpose for which You Provide. We may share information at your direction. For example, if you give us an email address or other contact information as a referral, we may use that email address to contact the referred party.
4.2.11. As Disclosed. We may share information for any other purpose disclosed by us when you provide the information.
4.2.12. With Consent. We may share information with your consent.
4.3. Other Possible Disclosures of Personal Information. We may also disclose your personal information:
4.3.1. As Required by Law and Similar Disclosures. In cooperation with governmental authorities and in our sole discretion, we may access, preserve, and disclose information about you if we believe it is necessary or appropriate to: (a) comply with law enforcement requests and legal process, such as in connection with a court order or subpoena; (b) respond to your requests; or (c) if we believe a disclosure of such information is necessary to protect your, our, or other’s property, rights, or safety. For the avoidance of doubt, the disclosure of information about you may occur if you post any objectionable content on or through the Services.
4.3.2. To enforce or apply our Terms and Conditions, Acceptable Use Policy, and other agreements, including, but not limited to, for billing and collection purposes.
4.3.3. If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of Podium, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.
5. CHOICES ABOUT HOW WE USE AND DISCLOSE YOUR INFORMATION
We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:
5.1. Communications with Other Users. The Services allow you to communicate with other users. Some of those communications are intended to be public, such as a review that is left on a third-party website. Other communications may be private or intended by you or another user to be private. We cannot always control the actions of other users with whom you communicate through our Services, so you must be aware that communications you intend to be private could be shared publicly by another user with whom you communicate. Furthermore, by communicating with other users, you acknowledge and agree that information you post or otherwise make public may be available to the public or other users.
5.2. Do Not Track. There is no accepted standard on how to respond to Do Not Track signals, and we do not respond to such signals.
5.3. Location Information. You can prevent your device from sharing precise location information at any time through your device’s operating system settings.
5.4. Podium Marketing Communications. You can unsubscribe from our promotional emails via the link provided in the emails or by sending us an email stating your request to privacy@podium.com. You can unsubscribe from our other promotional communications by replying “STOP” or by sending us an email stating your request to privacy@podium.com. Even if you out-out of receiving promotional messages from us, you will continue to receive administrative messages from us. For example, if we have sent you a promotional email, you may send us a return email asking to be omitted from future email distributions, but this opt out will not apply to information provided to Podium as a result of a product purchase, warranty registration, product service experience or other transactions.
5.5. Disclosure of Your Information for Third-Party Advertising. If you do not want us to share your personal information with unaffiliated or non-agent third parties for promotional purposes, you can opt-out by sending us an email with your request to privacy@podium.com.
5.6. Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. To learn how you can manage your Flash cookie settings, visit the Flash player settings page on Adobe's website. If you disable or refuse cookies, please note that some parts of our Services may then be inaccessible or not function properly.
5.7. Targeted Advertising. If you do not want us to use information that we collect or that you provide to us to deliver advertisements according to our advertisers' target-audience preferences, you can opt-out by contacting us at privacy@podium.com.
If you choose not to provide us with information we collect, some features of our Services may not work as intended.
Our Services may contain links to other websites, products, or services that we do not own or operate. We are not responsible for the privacy practices of these third parties, and we do not control third parties’ collection or use of your information. Please be aware that this Privacy Policy does not apply to your activities on these third-party services or any information you disclose to these third parties. We encourage you to read their privacy policies before providing information to them. These third parties may provide you with ways to choose not to have your information collected or used in this way.
Furthermore, we do not control third parties' collection or use of your information to serve interest-based advertising. However, these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving targeted ads from members of the Network Advertising Initiative (“NAI”) on the NAI's website.
California residents may have additional personal information rights and choices. Please see Your California Privacy Rights for more information.
Nevada residents who wish to exercise their sale opt-out rights under Nevada Revised Statutes Chapter 603A may submit a request to this designated address: privacy@podium.com 1650 W Digital Drive, Lehi, UT 84043.
6. INTERNATIONAL USERS
Our Services are hosted in the United States. If you choose to use the Services from other regions of the world with laws governing data collection and use that may differ from United States law (see below for specific information relating to Australian Users), then please note that you are transferring your personal information outside of those regions to the United States for storage and processing. Also, we may transfer your data from the United States to other countries or regions in connection with storage and processing of data, fulfilling your requests, and operating the Services. Your providing of information, including personal information, on or to the Services constitutes your consent to such transfer, storage, and processing.
7. AUSTRALIAN USERS
If you are an Australian user accessing or using Podium from Australia, the Privacy Act 1988 (Cth) and the Australian Privacy Principles contained in the Privacy Act 1988 (Cth) (“APP”) applies to personal information collected or held by Podium or its Affiliates with an “Australian link” (within the meaning of the Privacy Act). In addition, Podium is committed to complying with other applicable Commonwealth, State or Territory privacy and data protection laws and regulations.
8. CANADIAN USERS
If you are a Canadian user accessing or using Podium from Canada, the following terms apply in respect of your personal information:
You have the right to access and correct your personal information, Our Services may already provide you with functionalities to do this, but if these functionalities are not helpful, you can nevertheless exercise these rights. To do so, you can reach us at privacy@podium.com, or by mail at:
Podium
1650 W Digital Drive
Lehi, UT 84043
We will try to help you with your request free of charge. However, we may request that you pay a reasonable fee, such as if you request a transcript or a reproduction by mail. We will only do so if we are authorized by law, and if we notified you before and you’ve accepted the fees. To avoid any fraudulent request and protect your personal information, we may ask that you provide a proof of identity with your request. We will not use such personal information for any other purposes. We will respond to your request within thirty (30) days, unless agreed otherwise. If your request is denied, we will notify you in writing, and provide you with detailed motives and information on how to contest our decision.
The Office of the Privacy Commissioner of Canada drafted this FAQ to help you access your personal information when it is held by a business. You can also contact the Office of the Privacy Commissioner of Canada’s Information Centre:
Telephone
9:00 am to 4:00 pm EST
Toll-free: 1-800-282-1376
Mailing address
Office of the Privacy Commissioner
30 Victoria Street
Gatineau, Québec
K1A 1H3
You can also use this online form. If you have any issue with how we collect, use or disclose your personal information, or how we responded to your request, please let us know. We will do our best to improve our processes to make certain that it does not happen again. We will also provide you with additional information about our practices if you would like us to do so. If you are still not satisfied, you can lodge a complaint to the Office of the Privacy Commissioner of Canada using this online form, or to your local privacy regulators.
9. CHILDREN UNDER THE AGE OF 13
Our Website is not intended for children under 13 years of age. No one under age 13 may provide any information through or on the Services. We do not knowingly collect personal information from children under 13. If you are under 13, do not:
9.1. use or provide any information through or on our Services or through any of its features,
9.2. register on to use the Services,
9.3. make any purchases through the Services,
9.4. use any of the interactive or public comment features of the Services, or
9.5. provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or username you may use.
If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us at privacy@podium.com.
California residents under 16 years of age may have additional rights regarding the collection and sale of their personal information. Please see Your California Privacy Rights for more information.
10. ACCESSING AND CORRECTING YOUR INFORMATION
You can review and change your personal information by logging into the Services and visiting your account profile page.
You may also submit a request here or send us an email at privacy-requests@podium.com to request access to, correct, or delete any personal information that you have provided to us. If you have a user account with us, we cannot delete all of your personal information except by also deleting your user account. We may not accommodate a request to change or delete information if we believe the change or deletion would violate any law or legal requirement, cause Podium to violate its rights or legal obligations, or cause the information to be incorrect.
f you delete your User Contributions from the Services, copies of your User Contributions may remain viewable in cached and archived pages or might have been copied or stored by other Services users. Proper access and use of information provided through the Services, including User Contributions, is governed by our Terms and Conditions.
California residents may have additional personal information rights and choices. Please see Your California Privacy Rights for more information.
11. YOUR CALIFORNIA PRIVACY RIGHTS
If you are a California resident, California law may provide you with additional rights regarding our use of your personal information. If you are a California resident who has provided your personal information to us, you may tell us not to share certain categories of personal information with third parties for their direct marketing purposes. To make such a request, please submit a request here.
If you have registered with us, you may request that we delete your information in your account by contacting us. We will make commercially reasonable efforts to delete such information upon request. We may archive all or some of your information as we believe may be required by law or for legitimate business purposes.
California's “Shine the Light” law (Civil Code Section § 1798.83) permits users of our App that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please send an email to privacy@podium.com or write to us at: 1650 W Digital Drive, Lehi, UT 84043.
12. DATA SECURITY
Podium values the security of your information. We have implemented reasonable security measures that are designed to protect the information we maintain.
The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain features of our Services, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. We urge you to be careful about giving out information when using certain aspects of the services such as the Webchat feature. The information you share in public areas may be viewed by other users of the Services.
Unfortunately, the transmission of information via the internet is not completely secure. As our Services are hosted electronically, we can make no guarantees as to the security or privacy of your information. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted through our Services. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.
13. CHANGES TO OUR PRIVACY POLICY
It is our policy to post any changes we make to our privacy policy on this page. If we make material changes to how we treat our users' personal information, we will notify you by email to the primary email address specified in your account. The date the privacy policy was last revised is identified at the top of the page. You are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting our Services and this privacy policy to check for any changes.
14. CONTACT INFORMATION
You can update your account and profile information through your profile settings. If you have questions about your privacy on the Services or this Privacy Policy, please contact us at:
privacy@podium.com.
1650 W Digital Drive, Lehi, UT 84043
or via our toll-free number:
1-833-276-3486
To register a complaint or concern, please refer to our dispute resolution instructions found in our Terms and Conditions.
Effective April 14th 2022 to May 17th 2022
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Table of Contents
Podium Privacy Policy
Podium Corporation, Inc. (“Podium”, “we”, and/or “us”) values your privacy. This privacy policy (“Privacy Policy”) describes the types of information we may collect from any individual or entity, including, but not limited to, Clients, Customers, Authorized Users, and end users (“you”), who accesses or uses Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (“Services”) and our practices for collecting, using, maintaining, protecting, and disclosing that information. By using our Services, you agree to the collection, use, disclosure, and procedures this Privacy Policy describes. Beyond the Privacy Policy, your use of our Services is also subject to our Terms and Conditions (https://www.podium.com/terms-and-conditions) and our Acceptable Use Policy (https://www.podium.com/acceptable-use-policy. All capitalized terms not defined in this Privacy Policy have the same meaning given in our Terms and Conditions.
This Privacy Policy applies to information we collect:
Through the Services.
In email, text, and other electronic messages between you and the Services.
Through mobile and desktop applications you download from the Services or a third-party app store, which provide dedicated non-browser-based interaction between you and the Services.
When you interact with our advertising and applications on third-party websites and services, if those applications or advertising include links to this policy.
This Privacy Policy does not apply to information collected by us offline.
Please read this policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, your choice is not to use our Services. By accessing or using our Services, you agree to this Privacy Policy. This Privacy Policy may change from time to time (see Changes to Our Privacy Policy). Your continued use of the Services after we make changes is deemed to be acceptance of those changes, so please check the policy periodically for updates. If you do not provide your information when requested, you may not be able to use our Services if that information is necessary to provide you with our Services or if we are legally required to collect it.
1. INFORMATION WE COLLECT ABOUT YOU AND HOW WE COLLECT IT
1.1. What we collect. We collect several types of information from and about users of our Services, including information (note that if you do not want us to have access to information, you should not share it):
1.1.1. Personal information, by which you may be personally identified, such as name, postal address, e-mail address, telephone number, or social security number;
1.1.2. That is about you but individually does not identify you;
1.1.3. If you share it through our Services, including with another user of our Services, Personally Identifiable Information or Protected Health Information (as both are defined under the United States Health Insurance Portability and Accountability Act of 1996 or “HIPAA.” For more information about your rights under HIPAA, see www.hhs.gov/ocr/privacy);
1.1.4. Information necessary to make financial transactions, such as your billing address, other addresses related to you, and credit card or other payment information; and/or
1.1.5. About your internet connection, the equipment you use to access our Services, and usage details.
1.2. How we collect this information
1.2.1. Directly from you when you provide it to us.
1.2.2. Automatically as you use our Services. Information collected automatically may include usage details, IP addresses, and information collected through cookies, web beacons, and other tracking technologies.
1.2.3. From third parties, for example, our business partners or from publicly available sources such as certain third-party review sites.
1.3. Information You Provide to Us. The information we collect through our Services may include:
1.3.1. Registration and Profile Information. Information that you provide by filling in forms through our Services. This includes information provided at the time of registering to use our Services, subscribing to our Services, signing up to receive information about our Services, posting material, or requesting further services. We may also ask you for information when you enter a contest or promotion sponsored by us, and when you report a problem with our Services. If you sign up for an account, register to use our Services, purchase our products, or sign up to receive information about our Services, we may ask you for your, or your customer’s, first and last name, e-mail address, phone number, physical address, P.O. box or other postal address, login information, and any other information we collect.
1.3.2. Communications with Podium. Information when you contact us directly such as records and copies of your correspondence (including email addresses), as well as communications with other parties as you use the Services. For example, when you contact our Customer Support Team, we will receive your name, mobile phone number, the contents of a message, and any other information you choose to provide.
1.3.3. Communications Using the Services with Others. You also may provide information to others through the Services and your communications may be transmitted to other users of the Services or third parties (collectively, “User Contributions”). Any User Contributions you post or transmit to others is done at your own risk. We cannot always control the actions of other users of the Services, or a third party outside the Services, with whom you may choose to share your User Contributions.
1.3.4. Survey Information. Your responses to surveys that we might ask you to complete for research purposes such as customer success and marketing strategy.
1.3.5. Payment information. When you add billing information or a credit card number to your account or make a purchase (e.g., through our Payments or Terminal products), we will use a third-party service provider to collect and store your payment information.
1.3.6. Search Information. Your search queries on the Services.
1.3.7. Images. We collect any images that you submit to our Services.
1.3.8. Audio and Voice. We collect audio through the Services, such as voice recordings that may be transcribed by us or a third party.
1.3.9. Career Information. If you decide that you wish to apply for a job with us, you may submit your contact information, your resume, and your cover letter online. We will collect the information you choose to provide on your resume and in your cover letter, such as your education and employment experience. You may also apply through LinkedIn. If you do so, we will collect the information you make available to us on LinkedIn. California residents may have additional rights, please see Your California Privacy Rights for more information.
1.4. Information We Collect Through Automatic Data Collection Technologies. The information we collect automatically may include personal information. As you navigate through and interact with our Services, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including:
1.4.1. Usage Information. Details of your use of our Services, including traffic data, location data, logs, and other communication data and the resources that you access and use through the Services. To help us understand how you use our Services and to help us improve them, we automatically receive information about your interactions with our Services, such as the ads you click on, pages or other content you view, the searches you conduct, purchases you make, your comments, and the dates and times of your visits.
1.4.2. Location Information. When you use our Services, if you allow us, we will receive your precise location information. We also infer your more general location information (for example, your internet protocol (IP) address may indicate your more general geographic region.
1.4.3. Device Information. We receive information about the device and software you use to access our Services, including IP address, web browser type, operating system version, phone carrier and manufacturer, application installations, device identifiers, other equipment identifiers, mobile advertising identifiers, and push notification tokens.
1.4.4. Information from Cookies and Similar Technologies. We and third-party partners collect information using cookies, pixel tags, or similar technologies. Our third-party partners, such as analytics and advertising partners, may use these technologies to collect information about your online activities over time and across different services.
1.4.5. Widget Information. Other websites may integrate Podium’s widgets (such as Podium Webchat). When you visit a site with a Podium widget embedded, we may receive certain information about you, including information about the web page you visited, your IP address, and other information about your device. Podium and the widget can recognize you across websites containing Podium’s widgets, and the widget may be used to show personalized content or advertising. We know when you interact with a widget, and websites containing the widgets may receive this information.
1.4.6. Text Information. We may facilitate text messages between you and your customers. In the process, we may receive information about these communications, such as the date and time of the SMS message, the parties’ phone numbers, and the content of any SMS messages.
1.4.7. User Feedback. We receive information about review and surveys and give our clients information about ratings and reviews.
1.4.8. Profile Information. Inferences drawn from any of the information above to create a profile about you that may reflect, for example, your preferences, characteristics, and behavior, including for account security purposes or to enhance our Services to you.
1.4.9. Information you provide to Third Parties. If you choose to link our Services to a third-party account, we may receive information about you, including your profile information, photo, and use of the third-party account. Additionally, we may receive information about you from third parties such as data or marketing partners and combine it with other information we have about you.
We also may use these technologies to collect information about your online activities over time and across third-party websites or other online services (behavioral tracking).
1.5. Methods for Automatic Data Collection. The technologies we use for automatic data collection may include:
1.5.1. Cookies (or browser cookies). A cookie is a small text file containing a string of alphanumeric characters placed on the hard drive of your computer. We may use both session cookies and persistent cookies. A session cookie disappears after you close your browser. A persistent cookie remains after you close your browser and may be used by your browser on subsequent visits to our Services. (Please review your web browser’s “Help” file to learn the proper way to modify your cookie settings. Please note that if you delete or choose not to accept cookies from the Service, you may not be able to utilize the features of the Services to their fullest potential.) You may refuse to accept browser cookies by activating the appropriate setting on your browser. However, if you select this setting you may be unable to access certain parts of our Services. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to our Services.
1.5.2 Flash Cookies. Certain features of our Services may use local stored objects (or Flash cookies) to collect and store information about your preferences and navigation to, from, and on our Services. Flash cookies are not managed by the same browser settings as are used for browser cookies. For information about managing your privacy and security settings for Flash cookies, see Choices About How We Use and Disclose Your Information.
1.5.3. Web Beacons. Our Services and our e-mails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit us, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity).
We may not always collect personal information automatically, but we may tie this information to personal information about you that provide to us or that we collect from other sources.
2.THIRD-PARTY USE OF COOKIES AND OTHER TRACKING TECHNOLOGIES
Some content or applications, including advertisements, on the Services are served by third-parties, including advertisers, ad networks and servers, content providers, and application providers. These third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you when you use our Services. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites and other online services. They may use this information to provide you with interest-based (behavioral) advertising or other targeted content.
We do not control these third parties' tracking technologies or how they may be used. If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly. For information about how you can opt out of receiving targeted advertising from many providers, see Choices About How We Use and Disclose Your Information.
3.HOW WE USE YOUR INFORMATION
We use information that we collect about you or that you provide to us, including any personal information:
3.1. To present our Services and related content to you.
3.2. To personalize and improve your experience on our Services, such as presenting tailored content, speeding up your searched, recognizing when you return to our Services, and storing information about your preferences, allowing us to customize our Services according to your individual interests.
3.3. For marketing purposes, such as customizing and communicating informational or product offerings, promotions, and advertising materials that may be useful, relevant, valuable or otherwise of interest to you. We may also use it to estimate our audience size and usage patterns. If you do not want us to use your information in this way, please adjust your user preferences in your account profile or contact us as privacy@podium.com. For more information, see Choices About How We Use and Disclose Your Information. We may use the information we have collected from you to enable us to display advertisements to our advertisers' target audiences. Even though we do not disclose your personal information for these purposes without your consent, if you click on or otherwise interact with an advertisement, the advertiser may assume that you meet its target criteria.
3.4. To send you text messages and push notifications.
3.5. To provide, maintain, improve, and enhance our Services.
3.6. To provide you with information, products, or services that you request from us.
3.7. To facilitate transactions and payments.
3.8. To provide you with notices about your account or subscription, including expiration and renewal notices.
3.9. To carry out our obligations and enforce our rights arising from any contract(s) entered into between you and us, including for billing and collection.
3.10. To notify you about changes to our Services or any products or services we offer or provide though it.
3.11. To allow you to participate in interactive features on our Services.
3.12. To communicate with you, provide you with updates and other information that you request, respond to comments and questions, and otherwise provide customer support.
3.13. To market additional or new products or services to you.
3.14. To find and prevent fraud and respond to trust and safety issues that may arise.
3.15. To de-identify and aggregate information collected through the Services and use it for any lawful purpose.
3.16. For compliance purposes, including enforcing our Terms and Conditions or other legal rights, or as may be required by applicable laws and regulations or as requested by any judicial process or governmental agency
3.17. To fulfill any other purpose for which you provide it.
3.18. In any other way we may describe when you provide the information.
3.19. For any other purpose with your consent.
We may also maintain the information we collect or associate it with personal information we collect in other ways or receive from third parties.
We retain your personal information for as long as necessary to achieve the purpose of the collection unless we are required by law to keep it longer.
4. DISCLOSURE OF YOUR INFORMATION
4.1. Aggregate and Anonymous Information. We may disclose aggregated information about our users, and information that does not identify any individual, for any business purpose.
4.2. Personal Information. We may disclose personal information that we collect or you provide as described in this privacy policy:
4.2.1. Affiliates. We may share any information we receive with our subsidiaries, affiliates, and partners for any of the purposes described in this Privacy Policy.
4.2.2. Vendors and Service Providers. We may share any information we receive with vendors contractors, service providers, and other third parties retained in connection with the provision of our Services or who we use to support our business.
4.2.3. Third Party App Integrations. If you connect a third-party application to our Services, we may share information with that third party.
4.2.4 Advertising Partners. We work with third party advertising partners to show you ads that we think may interest you. These advertising partners may set and access their own cookies, pixel tags and similar technologies on our Services and they may otherwise collect or have access to information about you which they may collect over time and across different online services. Some of our advertising partners are members of the Network Advertising Initiative (http://optout.networkadvertising.org/?c=1#!/) or the Digital Advertising Alliance (http://optout.aboutads.info/?c=2&lang=EN). If you do not wish to receive personalized ads, please visit their opt-out pages to learn more about how you may opt out of receiving web-based personalized ads from member companies. You can access any settings offered by your mobile operating system to limit ad tracking or you can install the AppChoices mobile app to learn more about how you may opt out of personalized ads in mobile apps.
4.2.5. Analytics Partners. We use web analytics services such as Google Analytics to collect and process certain analytics data. These services may also collect information about your use of other websites, apps, and online resources. You can learn about Google’s practices by going to https://www.google.com/policies/privacy/partners/ and opt-out of them by downloading the Google Analytics opt-out browser add-on, available at https://tools.google.com/dlpage/gaoptout.
4.2.6. Social Networking Platforms and Other Online Services. Our Services allow you to, upon your direction, share information with social networking services, such as Facebook or Instagram. You understand and agree that the use of your information by any social networking websites will be governed by the privacy policies of these third-party platforms and your settings on that platform. We encourage you to review their privacy policies.
4.2.7. Marketing. We may disclose your information to nonaffiliated third parties for their direct marketing purposes as well as our direct marketing purposes. If you would like to opt out of such disclosures, please contact us at privacy@podium.com. To third parties to market their products or services to you if you have not opted out of these disclosures.
4.2.8. Other Users. Our Services enable you to, among other things, communicate with others. Your name, username, and other profile information may be viewable and searchable by other users. The content you post to the Services may be displayed on the Services and viewable by other users by default. We are not responsible for the other users’ use of available information, so you should carefully consider whether and what to post or how you identify yourself on the Services.
4.2.9. Sale, Acquisition, Merger or Other Asset Transfers. We may share information to a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Podium's assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by Podium about our users is among the assets transferred.
4.2.10. To Fulfill the Purpose for which You Provide. We may share information at your direction. For example, if you give us an email address or other contact information as a referral, we may use that email address to contact the referred party.
4.2.11. As Disclosed. We may share information for any other purpose disclosed by us when you provide the information.
4.2.12. With Consent. We may share information with your consent.
4.3. Other Possible Disclosures of Personal Information. We may also disclose your personal information:
4.3.1. As Required by Law and Similar Disclosures. In cooperation with governmental authorities and in our sole discretion, we may access, preserve, and disclose information about you if we believe it is necessary or appropriate to: (a) comply with law enforcement requests and legal process, such as in connection with a court order or subpoena; (b) respond to your requests; or (c) if we believe a disclosure of such information is necessary to protect your, our, or other’s property, rights, or safety. For the avoidance of doubt, the disclosure of information about you may occur if you post any objectionable content on or through the Services.
4.3.2. To enforce or apply our Terms and Conditions, Acceptable Use Policy, and other agreements, including, but not limited to, for billing and collection purposes.
4.3.3. If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of Podium, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.
5. CHOICES ABOUT HOW WE USE AND DISCLOSE YOUR INFORMATION
We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:
5.1. Communications with Other Users. The Services allow you to communicate with other users. Some of those communications are intended to be public, such as a review that is left on a third-party website. Other communications may be private or intended by you or another user to be private. We cannot always control the actions of other users with whom you communicate through our Services, so you must be aware that communications you intend to be private could be shared publicly by another user with whom you communicate. Furthermore, by communicating with other users, you acknowledge and agree that information you post or otherwise make public may be available to the public or other users.
5.2. Do Not Track. There is no accepted standard on how to respond to Do Not Track signals, and we do not respond to such signals.
5.3. Location Information. You can prevent your device from sharing precise location information at any time through your device’s operating system settings.
5.4. Podium Marketing Communications. You can unsubscribe from our promotional emails via the link provided in the emails or by sending us an email stating your request to privacy@podium.com. You can unsubscribe from our other promotional communications by replying “STOP” or by sending us an email stating your request to privacy@podium.com. Even if you out-out of receiving promotional messages from us, you will continue to receive administrative messages from us. For example, if we have sent you a promotional email, you may send us a return email asking to be omitted from future email distributions, but this opt out will not apply to information provided to Podium as a result of a product purchase, warranty registration, product service experience or other transactions.
5.5. Disclosure of Your Information for Third-Party Advertising. If you do not want us to share your personal information with unaffiliated or non-agent third parties for promotional purposes, you can opt-out by sending us an email with your request to privacy@podium.com.
5.6. Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. To learn how you can manage your Flash cookie settings, visit the Flash player settings page on Adobe's website. If you disable or refuse cookies, please note that some parts of our Services may then be inaccessible or not function properly.
5.7. Targeted Advertising. If you do not want us to use information that we collect or that you provide to us to deliver advertisements according to our advertisers' target-audience preferences, you can opt-out by contacting us at privacy@podium.com.
If you choose not to provide us with information we collect, some features of our Services may not work as intended.
Our Services may contain links to other websites, products, or services that we do not own or operate. We are not responsible for the privacy practices of these third parties, and we do not control third parties’ collection or use of your information. Please be aware that this Privacy Policy does not apply to your activities on these third-party services or any information you disclose to these third parties. We encourage you to read their privacy policies before providing information to them. These third parties may provide you with ways to choose not to have your information collected or used in this way.
Furthermore, we do not control third parties' collection or use of your information to serve interest-based advertising. However, these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving targeted ads from members of the Network Advertising Initiative (“NAI”) on the NAI's website.
California residents may have additional personal information rights and choices. Please see Your California Privacy Rights for more information.
Nevada residents who wish to exercise their sale opt-out rights under Nevada Revised Statutes Chapter 603A may submit a request to this designated address: privacy@podium.com 1650 W Digital Drive, Lehi, UT 84043.
6.INTERNATIONAL USERS
Our Services are hosted in the United States. If you choose to use the Services from other regions of the world with laws governing data collection and use that may differ from United States law (see below for specific information relating to Australian Users), then please note that you are transferring your personal information outside of those regions to the United States for storage and processing. Also, we may transfer your data from the United States to other countries or regions in connection with storage and processing of data, fulfilling your requests, and operating the Services. Your providing of information, including personal information, on or to the Services constitutes your consent to such transfer, storage, and processing.
7. AUSTRALIAN USERS
If you are an Australian user accessing or using Podium from Australia, the Privacy Act 1988 (Cth) and the Australian Privacy Principles contained in the Privacy Act 1988 (Cth) (“APP”) applies to personal information collected or held by Podium or its Affiliates with an “Australian link” (within the meaning of the Privacy Act). In addition, Podium is committed to complying with other applicable Commonwealth, State or Territory privacy and data protection laws and regulations.
8.CANADIAN USERS
If you are a Canadian user accessing or using Podium from Canada, the following terms apply in respect of your personal information:
You have the right to access and correct your personal information, Our Services may already provide you with functionalities to do this, but if these functionalities are not helpful, you can nevertheless exercise these rights. To do so, you can reach us at privacy@podium.com, or by mail at:
Podium
1650 W Digital Drive
Lehi, UT 84043
We will try to help you with your request free of charge. However, we may request that you pay a reasonable fee, such as if you request a transcript or a reproduction by mail. We will only do so if we are authorized by law, and if we notified you before and you’ve accepted the fees. To avoid any fraudulent request and protect your personal information, we may ask that you provide a proof of identity with your request. We will not use such personal information for any other purposes. We will respond to your request within thirty (30) days, unless agreed otherwise. If your request is denied, we will notify you in writing, and provide you with detailed motives and information on how to contest our decision.
The Office of the Privacy Commissioner of Canada drafted this FAQ to help you access your personal information when it is held by a business. You can also contact the Office of the Privacy Commissioner of Canada’s Information Centre:
Telephone
9:00 am to 4:00 pm EST
Toll-free: 1-800-282-1376
Mailing address
Office of the Privacy Commissioner
30 Victoria Street
Gatineau, Québec
K1A 1H3
You can also use this online form. If you have any issue with how we collect, use or disclose your personal information, or how we responded to your request, please let us know. We will do our best to improve our processes to make certain that it does not happen again. We will also provide you with additional information about our practices if you would like us to do so. If you are still not satisfied, you can lodge a complaint to the Office of the Privacy Commissioner of Canada using this online form, or to your local privacy regulators.
9. CHILDREN UNDER THE AGE OF 13
Our Website is not intended for children under 13 years of age. No one under age 13 may provide any information through or on the Services. We do not knowingly collect personal information from children under 13. If you are under 13, do not:
9.1. use or provide any information through or on our Services or through any of its features,
9.2. register on to use the Services,
9.3. make any purchases through the Services,
9.4. use any of the interactive or public comment features of the Services, or
9.5. provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or username you may use.
If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us at privacy@podium.com.
California residents under 16 years of age may have additional rights regarding the collection and sale of their personal information. Please see Your California Privacy Rights for more information.
10.ACCESSING AND CORRECTING YOUR INFORMATION
You can review and change your personal information by logging into the Services and visiting your account profile page.
You may also submit a request here or send us an email at privacy-requests@podium.com to request access to, correct, or delete any personal information that you have provided to us. If you have a user account with us, we cannot delete all of your personal information except by also deleting your user account. We may not accommodate a request to change or delete information if we believe the change or deletion would violate any law or legal requirement, cause Podium to violate its rights or legal obligations, or cause the information to be incorrect.
If you delete your User Contributions from the Services, copies of your User Contributions may remain viewable in cached and archived pages or might have been copied or stored by other Services users. Proper access and use of information provided through the Services, including User Contributions, is governed by our Terms and Conditions.
California residents may have additional personal information rights and choices. Please see Your California Privacy Rights for more information.
11.YOUR CALIFORNIA PRIVACY RIGHTS
If you are a California resident, California law may provide you with additional rights regarding our use of your personal information. If you are a California resident who has provided your personal information to us, you may tell us not to share certain categories of personal information with third parties for their direct marketing purposes. To make such a request, please submit a request here.
If you have registered with us, you may request that we delete your information in your account by contacting us. We will make commercially reasonable efforts to delete such information upon request. We may archive all or some of your information as we believe may be required by law or for legitimate business purposes.
California's “Shine the Light” law (Civil Code Section § 1798.83) permits users of our App that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please send an email to privacy@podium.com or write us at: 1650 W Digital Drive, Lehi, UT 84043.
12.DATA SECURITY
Podium values the security of your information. We have implemented reasonable security measures that are designed to protect the information we maintain.
The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain features of our Services, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. We urge you to be careful about giving out information when using certain aspect of the services such as the Webchat feature. The information you share in public areas may be viewed by other users of the Services.
Unfortunately, the transmission of information via the internet is not completely secure. As our Services are hosted electronically, we can make no guarantees as to the security or privacy of your information. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted through our Services. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.
13.CHANGES TO OUR PRIVACY POLICY
It is our policy to post any changes we make to our privacy policy on this page. If we make material changes to how we treat our users' personal information, we will notify you by email to the primary email address specified in your account. The date the privacy policy was last revised is identified at the top of the page. You are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting our Services and this privacy policy to check for any changes.
14.CONTACT INFORMATION
You can update your account and profile information through your profile settings. If you have questions about your privacy on the Services or this Privacy Policy, please contact us at:
privacy@podium.com.
1650 W Digital Drive, Lehi, UT 84043
or via our toll-free number:
1-833-276-3486
To register a complaint or concern, please refer to our dispute resolution instructions found in our Terms and Conditions.
Effective March 29th 2022 to April 14th 2022
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Table of Contents
Podium Privacy Policy
Last modified: June 2, 2021
Podium Corporation, Inc. (“Podium”, “we”, and/or “us”) values your privacy. This privacy policy (“Privacy Policy”) describes the types of information we may collect from any individual or entity, including, but not limited to, Clients, Customers, Authorized Users, and end users (“you”), who accesses or uses Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (“Services”) and our practices for collecting, using, maintaining, protecting, and disclosing that information. By using our Services, you agree to the collection, use, disclosure, and procedures this Privacy Policy describes. Beyond the Privacy Policy, your use of our Services is also subject to our Terms and Conditions (https://www.podium.com/terms-and-conditions) and our Acceptable Use Policy (https://www.podium.com/acceptable-use-policy. All capitalized terms not defined in this Privacy Policy have the same meaning given in our Terms and Conditions.
This Privacy Policy applies to information we collect:
Through the Services.
In email, text, and other electronic messages between you and the Services.
Through mobile and desktop applications you download from the Services or a third-party app store, which provide dedicated non-browser-based interaction between you and the Services.
When you interact with our advertising and applications on third-party websites and services, if those applications or advertising include links to this policy.
This Privacy Policy does not apply to information collected by us offline.
Please read this policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, your choice is not to use our Services. By accessing or using our Services, you agree to this Privacy Policy. This Privacy Policy may change from time to time (see Changes to Our Privacy Policy). Your continued use of the Services after we make changes is deemed to be acceptance of those changes, so please check the policy periodically for updates. If you do not provide your information when requested, you may not be able to use our Services if that information is necessary to provide you with our Services or if we are legally required to collect it.
1. INFORMATION WE COLLECT ABOUT YOU AND HOW WE COLLECT IT
1.1. What we collect. We collect several types of information from and about users of our Services, including information (note that if you do not want us to have access to information, you should not share it):
1.1.1. Personal information, by which you may be personally identified, such as name, postal address, e-mail address, telephone number, or social security number;
1.1.2. That is about you but individually does not identify you;
1.1.3. If you share it through our Services, including with another user of our Services, Personally Identifiable Information or Protected Health Information (as both are defined under the United States Health Insurance Portability and Accountability Act of 1996 or “HIPAA.” For more information about your rights under HIPAA, see www.hhs.gov/ocr/privacy);
1.1.4. Information necessary to make financial transactions, such as your billing address, other addresses related to you, and credit card or other payment information; and/or
1.1.5. About your internet connection, the equipment you use to access our Services, and usage details.
1.2. How we collect this information
1.2.1. Directly from you when you provide it to us.
1.2.2. Automatically as you use our Services. Information collected automatically may include usage details, IP addresses, and information collected through cookies, web beacons, and other tracking technologies.
1.2.3. From third parties, for example, our business partners or from publicly available sources such as certain third-party review sites.
1.3. Information You Provide to Us. The information we collect through our Services may include:
1.3.1. Registration and Profile Information. Information that you provide by filling in forms through our Services. This includes information provided at the time of registering to use our Services, subscribing to our Services, signing up to receive information about our Services, posting material, or requesting further services. We may also ask you for information when you enter a contest or promotion sponsored by us, and when you report a problem with our Services. If you sign up for an account, register to use our Services, purchase our products, or sign up to receive information about our Services, we may ask you for your, or your customer’s, first and last name, e-mail address, phone number, physical address, P.O. box or other postal address, login information, and any other information we collect.
1.3.2. Communications with Podium. Information when you contact us directly such as records and copies of your correspondence (including email addresses), as well as communications with other parties as you use the Services. For example, when you contact our Customer Support Team, we will receive your name, mobile phone number, the contents of a message, and any other information you choose to provide.
1.3.3. Communications Using the Services with Others. You also may provide information to others through the Services and your communications may be transmitted to other users of the Services or third parties (collectively, “User Contributions”). Any User Contributions you post or transmit to others is done at your own risk. We cannot always control the actions of other users of the Services, or a third party outside the Services, with whom you may choose to share your User Contributions.
1.3.4. Survey Information. Your responses to surveys that we might ask you to complete for research purposes such as customer success and marketing strategy.
1.3.5. Payment information. When you add billing information or a credit card number to your account or make a purchase (e.g., through our Payments or Terminal products), we will use a third-party service provider to collect and store your payment information.
1.3.6. Search Information. Your search queries on the Services.
1.3.7. Images. We collect any images that you submit to our Services.
1.3.8. Audio and Voice. We collect audio through the Services, such as voice recordings that may be transcribed by us or a third party.
1.3.9. Career Information. If you decide that you wish to apply for a job with us, you may submit your contact information, your resume, and your cover letter online. We will collect the information you choose to provide on your resume and in your cover letter, such as your education and employment experience. You may also apply through LinkedIn. If you do so, we will collect the information you make available to us on LinkedIn. California residents may have additional rights, please see Your California Privacy Rights for more information.
1.4. Information We Collect Through Automatic Data Collection Technologies. The information we collect automatically may include personal information. As you navigate through and interact with our Services, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including:
1.4.1. Usage Information. Details of your use of our Services, including traffic data, location data, logs, and other communication data and the resources that you access and use through the Services. To help us understand how you use our Services and to help us improve them, we automatically receive information about your interactions with our Services, such as the ads you click on, pages or other content you view, the searches you conduct, purchases you make, your comments, and the dates and times of your visits.
1.4.2. Location Information. When you use our Services, if you allow us, we will receive your precise location information. We also infer your more general location information (for example, your internet protocol (IP) address may indicate your more general geographic region.
1.4.3. Device Information. We receive information about the device and software you use to access our Services, including IP address, web browser type, operating system version, phone carrier and manufacturer, application installations, device identifiers, other equipment identifiers, mobile advertising identifiers, and push notification tokens.
1.4.4. Information from Cookies and Similar Technologies. We and third-party partners collect information using cookies, pixel tags, or similar technologies. Our third-party partners, such as analytics and advertising partners, may use these technologies to collect information about your online activities over time and across different services.
1.4.5. Widget Information. Other websites may integrate Podium’s widgets (such as Podium Webchat). When you visit a site with a Podium widget embedded, we may receive certain information about you, including information about the web page you visited, your IP address, and other information about your device. Podium and the widget can recognize you across websites containing Podium’s widgets, and the widget may be used to show personalized content or advertising. We know when you interact with a widget, and websites containing the widgets may receive this information.
1.4.6. Text Information. We may facilitate text messages between you and your customers. In the process, we may receive information about these communications, such as the date and time of the SMS message, the parties’ phone numbers, and the content of any SMS messages.
1.4.7. User Feedback. We receive information about review and surveys and give our clients information about ratings and reviews.
1.4.8. Profile Information. Inferences drawn from any of the information above to create a profile about you that may reflect, for example, your preferences, characteristics, and behavior, including for account security purposes or to enhance our Services to you.
1.4.9. Information you provide to Third Parties. If you choose to link our Services to a third-party account, we may receive information about you, including your profile information, photo, and use of the third-party account. Additionally, we may receive information about you from third parties such as data or marketing partners and combine it with other information we have about you.
We also may use these technologies to collect information about your online activities over time and across third-party websites or other online services (behavioral tracking).
1.5. Methods for Automatic Data Collection. The technologies we use for automatic data collection may include:
1.5.1. Cookies (or browser cookies). A cookie is a small text file containing a string of alphanumeric characters placed on the hard drive of your computer. We may use both session cookies and persistent cookies. A session cookie disappears after you close your browser. A persistent cookie remains after you close your browser and may be used by your browser on subsequent visits to our Services. (Please review your web browser’s “Help” file to learn the proper way to modify your cookie settings. Please note that if you delete or choose not to accept cookies from the Service, you may not be able to utilize the features of the Services to their fullest potential.) You may refuse to accept browser cookies by activating the appropriate setting on your browser. However, if you select this setting you may be unable to access certain parts of our Services. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to our Services.
1.5.2 Flash Cookies. Certain features of our Services may use local stored objects (or Flash cookies) to collect and store information about your preferences and navigation to, from, and on our Services. Flash cookies are not managed by the same browser settings as are used for browser cookies. For information about managing your privacy and security settings for Flash cookies, see Choices About How We Use and Disclose Your Information.
1.5.3. Web Beacons. Our Services and our e-mails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit us, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity).
We may not always collect personal information automatically, but we may tie this information to personal information about you that provide to us or that we collect from other sources.
2.THIRD-PARTY USE OF COOKIES AND OTHER TRACKING TECHNOLOGIES
Some content or applications, including advertisements, on the Services are served by third-parties, including advertisers, ad networks and servers, content providers, and application providers. These third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you when you use our Services. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites and other online services. They may use this information to provide you with interest-based (behavioral) advertising or other targeted content.
We do not control these third parties' tracking technologies or how they may be used. If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly. For information about how you can opt out of receiving targeted advertising from many providers, see Choices About How We Use and Disclose Your Information.
3.HOW WE USE YOUR INFORMATION
We use information that we collect about you or that you provide to us, including any personal information:
3.1. To present our Services and related content to you.
3.2. To personalize and improve your experience on our Services, such as presenting tailored content, speeding up your searched, recognizing when you return to our Services, and storing information about your preferences, allowing us to customize our Services according to your individual interests.
3.3. For marketing purposes, such as customizing and communicating informational or product offerings, promotions, and advertising materials that may be useful, relevant, valuable or otherwise of interest to you. We may also use it to estimate our audience size and usage patterns. If you do not want us to use your information in this way, please adjust your user preferences in your account profile or contact us as privacy@podium.com. For more information, see Choices About How We Use and Disclose Your Information. We may use the information we have collected from you to enable us to display advertisements to our advertisers' target audiences. Even though we do not disclose your personal information for these purposes without your consent, if you click on or otherwise interact with an advertisement, the advertiser may assume that you meet its target criteria.
3.4. To send you text messages and push notifications.
3.5. To provide, maintain, improve, and enhance our Services.
3.6. To provide you with information, products, or services that you request from us.
3.7. To facilitate transactions and payments.
3.8. To provide you with notices about your account or subscription, including expiration and renewal notices.
3.9. To carry out our obligations and enforce our rights arising from any contract(s) entered into between you and us, including for billing and collection.
3.10. To notify you about changes to our Services or any products or services we offer or provide though it.
3.11. To allow you to participate in interactive features on our Services.
3.12. To communicate with you, provide you with updates and other information that you request, respond to comments and questions, and otherwise provide customer support.
3.13. To market additional or new products or services to you.
3.14. To find and prevent fraud and respond to trust and safety issues that may arise.
3.15. To de-identify and aggregate information collected through the Services and use it for any lawful purpose.
3.16. For compliance purposes, including enforcing our Terms and Conditions or other legal rights, or as may be required by applicable laws and regulations or as requested by any judicial process or governmental agency
3.17. To fulfill any other purpose for which you provide it.
3.18. In any other way we may describe when you provide the information.
3.19. For any other purpose with your consent.
We may also maintain the information we collect or associate it with personal information we collect in other ways or receive from third parties.
We retain your personal information for as long as necessary to achieve the purpose of the collection unless we are required by law to keep it longer.
4. DISCLOSURE OF YOUR INFORMATION
4.1. Aggregate and Anonymous Information. We may disclose aggregated information about our users, and information that does not identify any individual, for any business purpose.
4.2. Personal Information. We may disclose personal information that we collect or you provide as described in this privacy policy:
4.2.1. Affiliates. We may share any information we receive with our subsidiaries, affiliates, and partners for any of the purposes described in this Privacy Policy.
4.2.2. Vendors and Service Providers. We may share any information we receive with vendors contractors, service providers, and other third parties retained in connection with the provision of our Services or who we use to support our business.
4.2.3. Third Party App Integrations. If you connect a third-party application to our Services, we may share information with that third party.
4.2.4 Advertising Partners. We work with third party advertising partners to show you ads that we think may interest you. These advertising partners may set and access their own cookies, pixel tags and similar technologies on our Services and they may otherwise collect or have access to information about you which they may collect over time and across different online services. Some of our advertising partners are members of the Network Advertising Initiative (http://optout.networkadvertising.org/?c=1#!/) or the Digital Advertising Alliance (http://optout.aboutads.info/?c=2&lang=EN). If you do not wish to receive personalized ads, please visit their opt-out pages to learn more about how you may opt out of receiving web-based personalized ads from member companies. You can access any settings offered by your mobile operating system to limit ad tracking or you can install the AppChoices mobile app to learn more about how you may opt out of personalized ads in mobile apps.
4.2.5. Analytics Partners. We use web analytics services such as Google Analytics to collect and process certain analytics data. These services may also collect information about your use of other websites, apps, and online resources. You can learn about Google’s practices by going to https://www.google.com/policies/privacy/partners/ and opt-out of them by downloading the Google Analytics opt-out browser add-on, available at https://tools.google.com/dlpage/gaoptout.
4.2.6. Social Networking Platforms and Other Online Services. Our Services allow you to, upon your direction, share information with social networking services, such as Facebook or Instagram. You understand and agree that the use of your information by any social networking websites will be governed by the privacy policies of these third-party platforms and your settings on that platform. We encourage you to review their privacy policies.
4.2.7. Marketing. We may disclose your information to nonaffiliated third parties for their direct marketing purposes as well as our direct marketing purposes. If you would like to opt out of such disclosures, please contact us at privacy@podium.com. To third parties to market their products or services to you if you have not opted out of these disclosures.
4.2.8. Other Users. Our Services enable you to, among other things, communicate with others. Your name, username, and other profile information may be viewable and searchable by other users. The content you post to the Services may be displayed on the Services and viewable by other users by default. We are not responsible for the other users’ use of available information, so you should carefully consider whether and what to post or how you identify yourself on the Services.
4.2.9. Sale, Acquisition, Merger or Other Asset Transfers. We may share information to a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Podium's assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by Podium about our users is among the assets transferred.
4.2.10. To Fulfill the Purpose for which You Provide. We may share information at your direction. For example, if you give us an email address or other contact information as a referral, we may use that email address to contact the referred party.
4.2.11. As Disclosed. We may share information for any other purpose disclosed by us when you provide the information.
4.2.12. With Consent. We may share information with your consent.
4.3. Other Possible Disclosures of Personal Information. We may also disclose your personal information:
4.3.1. As Required by Law and Similar Disclosures. In cooperation with governmental authorities and in our sole discretion, we may access, preserve, and disclose information about you if we believe it is necessary or appropriate to: (a) comply with law enforcement requests and legal process, such as in connection with a court order or subpoena; (b) respond to your requests; or (c) if we believe a disclosure of such information is necessary to protect your, our, or other’s property, rights, or safety. For the avoidance of doubt, the disclosure of information about you may occur if you post any objectionable content on or through the Services.
4.3.2. To enforce or apply our Terms and Conditions, Acceptable Use Policy, and other agreements, including, but not limited to, for billing and collection purposes.
4.3.3. If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of Podium, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.
5. CHOICES ABOUT HOW WE USE AND DISCLOSE YOUR INFORMATION
We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:
5.1. Communications with Other Users. The Services allow you to communicate with other users. Some of those communications are intended to be public, such as a review that is left on a third-party website. Other communications may be private or intended by you or another user to be private. We cannot always control the actions of other users with whom you communicate through our Services, so you must be aware that communications you intend to be private could be shared publicly by another user with whom you communicate. Furthermore, by communicating with other users, you acknowledge and agree that information you post or otherwise make public may be available to the public or other users.
5.2. Do Not Track. There is no accepted standard on how to respond to Do Not Track signals, and we do not respond to such signals.
5.3. Location Information. You can prevent your device from sharing precise location information at any time through your device’s operating system settings.
5.4. Podium Marketing Communications. You can unsubscribe from our promotional emails via the link provided in the emails or by sending us an email stating your request to privacy@podium.com. You can unsubscribe from our other promotional communications by replying “STOP” or by sending us an email stating your request to privacy@podium.com. Even if you out-out of receiving promotional messages from us, you will continue to receive administrative messages from us. For example, if we have sent you a promotional email, you may send us a return email asking to be omitted from future email distributions, but this opt out will not apply to information provided to Podium as a result of a product purchase, warranty registration, product service experience or other transactions.
5.5. Disclosure of Your Information for Third-Party Advertising. If you do not want us to share your personal information with unaffiliated or non-agent third parties for promotional purposes, you can opt-out by sending us an email with your request to privacy@podium.com.
5.6. Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. To learn how you can manage your Flash cookie settings, visit the Flash player settings page on Adobe's website. If you disable or refuse cookies, please note that some parts of our Services may then be inaccessible or not function properly.
5.7. Targeted Advertising. If you do not want us to use information that we collect or that you provide to us to deliver advertisements according to our advertisers' target-audience preferences, you can opt-out by contacting us at privacy@podium.com.
If you choose not to provide us with information we collect, some features of our Services may not work as intended.
Our Services may contain links to other websites, products, or services that we do not own or operate. We are not responsible for the privacy practices of these third parties, and we do not control third parties’ collection or use of your information. Please be aware that this Privacy Policy does not apply to your activities on these third-party services or any information you disclose to these third parties. We encourage you to read their privacy policies before providing information to them. These third parties may provide you with ways to choose not to have your information collected or used in this way.
Furthermore, we do not control third parties' collection or use of your information to serve interest-based advertising. However, these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving targeted ads from members of the Network Advertising Initiative (“NAI”) on the NAI's website.
California residents may have additional personal information rights and choices. Please see Your California Privacy Rights for more information.
Nevada residents who wish to exercise their sale opt-out rights under Nevada Revised Statutes Chapter 603A may submit a request to this designated address: privacy@podium.com 1650 W Digital Drive, Lehi, UT 84043.
6.INTERNATIONAL USERS
Our Services are hosted in the United States. If you choose to use the Services from other regions of the world with laws governing data collection and use that may differ from United States law (see below for specific information relating to Australian Users), then please note that you are transferring your personal information outside of those regions to the United States for storage and processing. Also, we may transfer your data from the United States to other countries or regions in connection with storage and processing of data, fulfilling your requests, and operating the Services. Your providing of information, including personal information, on or to the Services constitutes your consent to such transfer, storage, and processing.
7. AUSTRALIAN USERS
If you are an Australian user accessing or using Podium from Australia, the Privacy Act 1988 (Cth) and the Australian Privacy Principles contained in the Privacy Act 1988 (Cth) (“APP”) applies to personal information collected or held by Podium or its Affiliates with an “Australian link” (within the meaning of the Privacy Act). In addition, Podium is committed to complying with other applicable Commonwealth, State or Territory privacy and data protection laws and regulations.
8.CANADIAN USERS
If you are a Canadian user accessing or using Podium from Canada, the following terms apply in respect of your personal information:
You have the right to access and correct your personal information, Our Services may already provide you with functionalities to do this, but if these functionalities are not helpful, you can nevertheless exercise these rights. To do so, you can reach us at privacy@podium.com, or by mail at:
Podium
1650 W Digital Drive
Lehi, UT 84043
We will try to help you with your request free of charge. However, we may request that you pay a reasonable fee, such as if you request a transcript or a reproduction by mail. We will only do so if we are authorized by law, and if we notified you before and you’ve accepted the fees. To avoid any fraudulent request and protect your personal information, we may ask that you provide a proof of identity with your request. We will not use such personal information for any other purposes. We will respond to your request within thirty (30) days, unless agreed otherwise. If your request is denied, we will notify you in writing, and provide you with detailed motives and information on how to contest our decision.
The Office of the Privacy Commissioner of Canada drafted this FAQ to help you access your personal information when it is held by a business. You can also contact the Office of the Privacy Commissioner of Canada’s Information Centre:
Telephone
9:00 am to 4:00 pm EST
Toll-free: 1-800-282-1376
Mailing address
Office of the Privacy Commissioner
30 Victoria Street
Gatineau, Québec
K1A 1H3
You can also use this online form. If you have any issue with how we collect, use or disclose your personal information, or how we responded to your request, please let us know. We will do our best to improve our processes to make certain that it does not happen again. We will also provide you with additional information about our practices if you would like us to do so. If you are still not satisfied, you can lodge a complaint to the Office of the Privacy Commissioner of Canada using this online form, or to your local privacy regulators.
9. CHILDREN UNDER THE AGE OF 13
Our Website is not intended for children under 13 years of age. No one under age 13 may provide any information through or on the Services. We do not knowingly collect personal information from children under 13. If you are under 13, do not:
9.1. use or provide any information through or on our Services or through any of its features,
9.2. register on to use the Services,
9.3. make any purchases through the Services,
9.4. use any of the interactive or public comment features of the Services, or
9.5. provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or username you may use.
If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us at privacy@podium.com.
California residents under 16 years of age may have additional rights regarding the collection and sale of their personal information. Please see Your California Privacy Rights for more information.
10.ACCESSING AND CORRECTING YOUR INFORMATION
You can review and change your personal information by logging into the Services and visiting your account profile page.
You may also submit a request here or send us an email at privacy-requests@podium.com to request access to, correct, or delete any personal information that you have provided to us. If you have a user account with us, we cannot delete all of your personal information except by also deleting your user account. We may not accommodate a request to change or delete information if we believe the change or deletion would violate any law or legal requirement, cause Podium to violate its rights or legal obligations, or cause the information to be incorrect.
If you delete your User Contributions from the Services, copies of your User Contributions may remain viewable in cached and archived pages or might have been copied or stored by other Services users. Proper access and use of information provided through the Services, including User Contributions, is governed by our Terms and Conditions.
California residents may have additional personal information rights and choices. Please see Your California Privacy Rights for more information.
11.YOUR CALIFORNIA PRIVACY RIGHTS
If you are a California resident, California law may provide you with additional rights regarding our use of your personal information. If you are a California resident who has provided your personal information to us, you may tell us not to share certain categories of personal information with third parties for their direct marketing purposes. To make such a request, please submit a request here.
If you have registered with us, you may request that we delete your information in your account by contacting us. We will make commercially reasonable efforts to delete such information upon request. We may archive all or some of your information as we believe may be required by law or for legitimate business purposes.
California's “Shine the Light” law (Civil Code Section § 1798.83) permits users of our App that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please send an email to privacy@podium.com or write us at: 1650 W Digital Drive, Lehi, UT 84043.
12.DATA SECURITY
Podium values the security of your information. We have implemented reasonable security measures that are designed to protect the information we maintain.
The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain features of our Services, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. We urge you to be careful about giving out information when using certain aspect of the services such as the Webchat feature. The information you share in public areas may be viewed by other users of the Services.
Unfortunately, the transmission of information via the internet is not completely secure. As our Services are hosted electronically, we can make no guarantees as to the security or privacy of your information. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted through our Services. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.
13.CHANGES TO OUR PRIVACY POLICY
It is our policy to post any changes we make to our privacy policy on this page. If we make material changes to how we treat our users' personal information, we will notify you by email to the primary email address specified in your account. The date the privacy policy was last revised is identified at the top of the page. You are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting our Services and this privacy policy to check for any changes.
14.CONTACT INFORMATION
You can update your account and profile information through your profile settings. If you have questions about your privacy on the Services or this Privacy Policy, please contact us at:
privacy@podium.com.
1650 W Digital Drive, Lehi, UT 84043
or via our toll-free number:
1-833-276-3486
To register a complaint or concern, please refer to our dispute resolution instructions found in our Terms and Conditions.
Effective March 29th 2022 to March 29th 2022
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Table of Contents
Podium Privacy Policy
Last modified: June 2, 2021
Podium Corporation, Inc. (“Podium”, “we”, and/or “us”) values your privacy. This privacy policy (“Privacy Policy”) describes the types of information we may collect from any individual or entity, including, but not limited to, Clients, Customers, Authorized Users, and end users (“you”), who accesses or uses Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (“Services”) and our practices for collecting, using, maintaining, protecting, and disclosing that information. By using our Services, you agree to the collection, use, disclosure, and procedures this Privacy Policy describes. Beyond the Privacy Policy, your use of our Services is also subject to our Terms and Conditions (https://www.podium.com/terms-and-conditions) and our Acceptable Use Policy (https://www.podium.com/acceptable-use-policy. All capitalized terms not defined in this Privacy Policy have the same meaning given in our Terms and Conditions.
This Privacy Policy applies to information we collect:
Through the Services.
In email, text, and other electronic messages between you and the Services.
Through mobile and desktop applications you download from the Services or a third-party app store, which provide dedicated non-browser-based interaction between you and the Services.
When you interact with our advertising and applications on third-party websites and services, if those applications or advertising include links to this policy.
This Privacy Policy does not apply to information collected by us offline.
Please read this policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, your choice is not to use our Services. By accessing or using our Services, you agree to this Privacy Policy. This Privacy Policy may change from time to time (see Changes to Our Privacy Policy). Your continued use of the Services after we make changes is deemed to be acceptance of those changes, so please check the policy periodically for updates. If you do not provide your information when requested, you may not be able to use our Services if that information is necessary to provide you with our Services or if we are legally required to collect it.
1. INFORMATION WE COLLECT ABOUT YOU AND HOW WE COLLECT IT
1.1. What we collect. We collect several types of information from and about users of our Services, including information (note that if you do not want us to have access to information, you should not share it):
1.1.1. Personal information, by which you may be personally identified, such as name, postal address, e-mail address, telephone number, or social security number;
1.1.2. That is about you but individually does not identify you;
1.1.3. If you share it through our Services, including with another user of our Services, Personally Identifiable Information or Protected Health Information (as both are defined under the United States Health Insurance Portability and Accountability Act of 1996 or “HIPAA.” For more information about your rights under HIPAA, see www.hhs.gov/ocr/privacy);
1.1.4. Information necessary to make financial transactions, such as your billing address, other addresses related to you, and credit card or other payment information; and/or
1.1.5. About your internet connection, the equipment you use to access our Services, and usage details.
1.2. How we collect this information
1.2.1. Directly from you when you provide it to us.
1.2.2. Automatically as you use our Services. Information collected automatically may include usage details, IP addresses, and information collected through cookies, web beacons, and other tracking technologies.
1.2.3. From third parties, for example, our business partners or from publicly available sources such as certain third-party review sites.
1.3. Information You Provide to Us. The information we collect through our Services may include:
1.3.1. Registration and Profile Information. Information that you provide by filling in forms through our Services. This includes information provided at the time of registering to use our Services, subscribing to our Services, signing up to receive information about our Services, posting material, or requesting further services. We may also ask you for information when you enter a contest or promotion sponsored by us, and when you report a problem with our Services. If you sign up for an account, register to use our Services, purchase our products, or sign up to receive information about our Services, we may ask you for your, or your customer’s, first and last name, e-mail address, phone number, physical address, P.O. box or other postal address, login information, and any other information we collect.
1.3.2. Communications with Podium. Information when you contact us directly such as records and copies of your correspondence (including email addresses), as well as communications with other parties as you use the Services. For example, when you contact our Customer Support Team, we will receive your name, mobile phone number, the contents of a message, and any other information you choose to provide.
1.3.3. Communications Using the Services with Others. You also may provide information to others through the Services and your communications may be transmitted to other users of the Services or third parties (collectively, “User Contributions”). Any User Contributions you post or transmit to others is done at your own risk. We cannot always control the actions of other users of the Services, or a third party outside the Services, with whom you may choose to share your User Contributions.
1.3.4. Survey Information. Your responses to surveys that we might ask you to complete for research purposes such as customer success and marketing strategy.
1.3.5. Payment information. When you add billing information or a credit card number to your account or make a purchase (e.g., through our Payments or Terminal products), we will use a third-party service provider to collect and store your payment information.
1.3.6. Search Information. Your search queries on the Services.
1.3.7. Images. We collect any images that you submit to our Services.
1.3.8. Audio and Voice. We collect audio through the Services, such as voice recordings that may be transcribed by us or a third party.
1.3.9. Career Information. If you decide that you wish to apply for a job with us, you may submit your contact information, your resume, and your cover letter online. We will collect the information you choose to provide on your resume and in your cover letter, such as your education and employment experience. You may also apply through LinkedIn. If you do so, we will collect the information you make available to us on LinkedIn. California residents may have additional rights, please see Your California Privacy Rights for more information.
1.4. Information We Collect Through Automatic Data Collection Technologies. The information we collect automatically may include personal information. As you navigate through and interact with our Services, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including:
1.4.1. Usage Information. Details of your use of our Services, including traffic data, location data, logs, and other communication data and the resources that you access and use through the Services. To help us understand how you use our Services and to help us improve them, we automatically receive information about your interactions with our Services, such as the ads you click on, pages or other content you view, the searches you conduct, purchases you make, your comments, and the dates and times of your visits.
1.4.2. Location Information. When you use our Services, if you allow us, we will receive your precise location information. We also infer your more general location information (for example, your internet protocol (IP) address may indicate your more general geographic region.
1.4.3. Device Information. We receive information about the device and software you use to access our Services, including IP address, web browser type, operating system version, phone carrier and manufacturer, application installations, device identifiers, other equipment identifiers, mobile advertising identifiers, and push notification tokens.
1.4.4. Information from Cookies and Similar Technologies. We and third-party partners collect information using cookies, pixel tags, or similar technologies. Our third-party partners, such as analytics and advertising partners, may use these technologies to collect information about your online activities over time and across different services.
1.4.5. Widget Information. Other websites may integrate Podium’s widgets (such as Podium Webchat). When you visit a site with a Podium widget embedded, we may receive certain information about you, including information about the web page you visited, your IP address, and other information about your device. Podium and the widget can recognize you across websites containing Podium’s widgets, and the widget may be used to show personalized content or advertising. We know when you interact with a widget, and websites containing the widgets may receive this information.
1.4.6. Text Information. We may facilitate text messages between you and your customers. In the process, we may receive information about these communications, such as the date and time of the SMS message, the parties’ phone numbers, and the content of any SMS messages.
1.4.7. User Feedback. We receive information about review and surveys and give our clients information about ratings and reviews.
1.4.8. Profile Information. Inferences drawn from any of the information above to create a profile about you that may reflect, for example, your preferences, characteristics, and behavior, including for account security purposes or to enhance our Services to you.
1.4.9. Information you provide to Third Parties. If you choose to link our Services to a third-party account, we may receive information about you, including your profile information, photo, and use of the third-party account. Additionally, we may receive information about you from third parties such as data or marketing partners and combine it with other information we have about you.
We also may use these technologies to collect information about your online activities over time and across third-party websites or other online services (behavioral tracking).
1.5. Methods for Automatic Data Collection. The technologies we use for automatic data collection may include:
1.5.1. Cookies (or browser cookies). A cookie is a small text file containing a string of alphanumeric characters placed on the hard drive of your computer. We may use both session cookies and persistent cookies. A session cookie disappears after you close your browser. A persistent cookie remains after you close your browser and may be used by your browser on subsequent visits to our Services. (Please review your web browser’s “Help” file to learn the proper way to modify your cookie settings. Please note that if you delete or choose not to accept cookies from the Service, you may not be able to utilize the features of the Services to their fullest potential.) You may refuse to accept browser cookies by activating the appropriate setting on your browser. However, if you select this setting you may be unable to access certain parts of our Services. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to our Services.
1.5.2 Flash Cookies. Certain features of our Services may use local stored objects (or Flash cookies) to collect and store information about your preferences and navigation to, from, and on our Services. Flash cookies are not managed by the same browser settings as are used for browser cookies. For information about managing your privacy and security settings for Flash cookies, see Choices About How We Use and Disclose Your Information.
1.5.3. Web Beacons. Our Services and our e-mails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit us, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity).
We may not always collect personal information automatically, but we may tie this information to personal information about you that provide to us or that we collect from other sources.
2.THIRD-PARTY USE OF COOKIES AND OTHER TRACKING TECHNOLOGIES
Some content or applications, including advertisements, on the Services are served by third-parties, including advertisers, ad networks and servers, content providers, and application providers. These third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you when you use our Services. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites and other online services. They may use this information to provide you with interest-based (behavioral) advertising or other targeted content.
We do not control these third parties' tracking technologies or how they may be used. If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly. For information about how you can opt out of receiving targeted advertising from many providers, see Choices About How We Use and Disclose Your Information.
3.HOW WE USE YOUR INFORMATION
We use information that we collect about you or that you provide to us, including any personal information:
3.1. To present our Services and related content to you.
3.2. To personalize and improve your experience on our Services, such as presenting tailored content, speeding up your searched, recognizing when you return to our Services, and storing information about your preferences, allowing us to customize our Services according to your individual interests.
3.3. For marketing purposes, such as customizing and communicating informational or product offerings, promotions, and advertising materials that may be useful, relevant, valuable or otherwise of interest to you. We may also use it to estimate our audience size and usage patterns. If you do not want us to use your information in this way, please adjust your user preferences in your account profile or contact us as privacy@podium.com. For more information, see Choices About How We Use and Disclose Your Information. We may use the information we have collected from you to enable us to display advertisements to our advertisers' target audiences. Even though we do not disclose your personal information for these purposes without your consent, if you click on or otherwise interact with an advertisement, the advertiser may assume that you meet its target criteria.
3.4. To send you text messages and push notifications.
3.5. To provide, maintain, improve, and enhance our Services.
3.6. To provide you with information, products, or services that you request from us.
3.7. To facilitate transactions and payments.
3.8. To provide you with notices about your account or subscription, including expiration and renewal notices.
3.9. To carry out our obligations and enforce our rights arising from any contract(s) entered into between you and us, including for billing and collection.
3.10. To notify you about changes to our Services or any products or services we offer or provide though it.
3.11. To allow you to participate in interactive features on our Services.
3.12. To communicate with you, provide you with updates and other information that you request, respond to comments and questions, and otherwise provide customer support.
3.13. To market additional or new products or services to you.
3.14. To find and prevent fraud and respond to trust and safety issues that may arise.
3.15. To de-identify and aggregate information collected through the Services and use it for any lawful purpose.
3.16. For compliance purposes, including enforcing our Terms and Conditions or other legal rights, or as may be required by applicable laws and regulations or as requested by any judicial process or governmental agency
3.17. To fulfill any other purpose for which you provide it.
3.18. In any other way we may describe when you provide the information.
3.19. For any other purpose with your consent.
We may also maintain the information we collect or associate it with personal information we collect in other ways or receive from third parties.
We retain your personal information for as long as necessary to achieve the purpose of the collection unless we are required by law to keep it longer.
4. DISCLOSURE OF YOUR INFORMATION
4.1. Aggregate and Anonymous Information. We may disclose aggregated information about our users, and information that does not identify any individual, for any business purpose.
4.2. Personal Information. We may disclose personal information that we collect or you provide as described in this privacy policy:
4.2.1. Affiliates. We may share any information we receive with our subsidiaries, affiliates, and partners for any of the purposes described in this Privacy Policy.
4.2.2. Vendors and Service Providers. We may share any information we receive with vendors contractors, service providers, and other third parties retained in connection with the provision of our Services or who we use to support our business.
4.2.3. Third Party App Integrations. If you connect a third-party application to our Services, we may share information with that third party.
4.2.4 Advertising Partners. We work with third party advertising partners to show you ads that we think may interest you. These advertising partners may set and access their own cookies, pixel tags and similar technologies on our Services and they may otherwise collect or have access to information about you which they may collect over time and across different online services. Some of our advertising partners are members of the Network Advertising Initiative (http://optout.networkadvertising.org/?c=1#!/) or the Digital Advertising Alliance (http://optout.aboutads.info/?c=2&lang=EN). If you do not wish to receive personalized ads, please visit their opt-out pages to learn more about how you may opt out of receiving web-based personalized ads from member companies. You can access any settings offered by your mobile operating system to limit ad tracking or you can install the AppChoices mobile app to learn more about how you may opt out of personalized ads in mobile apps.
4.2.5. Analytics Partners. We use web analytics services such as Google Analytics to collect and process certain analytics data. These services may also collect information about your use of other websites, apps, and online resources. You can learn about Google’s practices by going to https://www.google.com/policies/privacy/partners/ and opt-out of them by downloading the Google Analytics opt-out browser add-on, available at https://tools.google.com/dlpage/gaoptout.
4.2.6. Social Networking Platforms and Other Online Services. Our Services allow you to, upon your direction, share information with social networking services, such as Facebook or Instagram. You understand and agree that the use of your information by any social networking websites will be governed by the privacy policies of these third-party platforms and your settings on that platform. We encourage you to review their privacy policies.
4.2.7. Marketing. We may disclose your information to nonaffiliated third parties for their direct marketing purposes as well as our direct marketing purposes. If you would like to opt out of such disclosures, please contact us at privacy@podium.com. To third parties to market their products or services to you if you have not opted out of these disclosures.
4.2.8. Other Users. Our Services enable you to, among other things, communicate with others. Your name, username, and other profile information may be viewable and searchable by other users. The content you post to the Services may be displayed on the Services and viewable by other users by default. We are not responsible for the other users’ use of available information, so you should carefully consider whether and what to post or how you identify yourself on the Services.
4.2.9. Sale, Acquisition, Merger or Other Asset Transfers. We may share information to a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Podium's assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by Podium about our users is among the assets transferred.
4.2.10. To Fulfill the Purpose for which You Provide. We may share information at your direction. For example, if you give us an email address or other contact information as a referral, we may use that email address to contact the referred party.
4.2.11. As Disclosed. We may share information for any other purpose disclosed by us when you provide the information.
4.2.12. With Consent. We may share information with your consent.
4.3. Other Possible Disclosures of Personal Information. We may also disclose your personal information:
4.3.1. As Required by Law and Similar Disclosures. In cooperation with governmental authorities and in our sole discretion, we may access, preserve, and disclose information about you if we believe it is necessary or appropriate to: (a) comply with law enforcement requests and legal process, such as in connection with a court order or subpoena; (b) respond to your requests; or (c) if we believe a disclosure of such information is necessary to protect your, our, or other’s property, rights, or safety. For the avoidance of doubt, the disclosure of information about you may occur if you post any objectionable content on or through the Services.
4.3.2. To enforce or apply our Terms and Conditions, Acceptable Use Policy, and other agreements, including, but not limited to, for billing and collection purposes.
4.3.3. If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of Podium, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.
5. CHOICES ABOUT HOW WE USE AND DISCLOSE YOUR INFORMATION
We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:
5.1. Communications with Other Users. The Services allow you to communicate with other users. Some of those communications are intended to be public, such as a review that is left on a third-party website. Other communications may be private or intended by you or another user to be private. We cannot always control the actions of other users with whom you communicate through our Services, so you must be aware that communications you intend to be private could be shared publicly by another user with whom you communicate. Furthermore, by communicating with other users, you acknowledge and agree that information you post or otherwise make public may be available to the public or other users.
5.2. Do Not Track. There is no accepted standard on how to respond to Do Not Track signals, and we do not respond to such signals.
5.3. Location Information. You can prevent your device from sharing precise location information at any time through your device’s operating system settings.
5.4. Podium Marketing Communications. You can unsubscribe from our promotional emails via the link provided in the emails or by sending us an email stating your request to privacy@podium.com. You can unsubscribe from our other promotional communications by replying “STOP” or by sending us an email stating your request to privacy@podium.com. Even if you out-out of receiving promotional messages from us, you will continue to receive administrative messages from us. For example, if we have sent you a promotional email, you may send us a return email asking to be omitted from future email distributions, but this opt out will not apply to information provided to Podium as a result of a product purchase, warranty registration, product service experience or other transactions.
5.5. Disclosure of Your Information for Third-Party Advertising. If you do not want us to share your personal information with unaffiliated or non-agent third parties for promotional purposes, you can opt-out by sending us an email with your request to privacy@podium.com.
5.6. Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. To learn how you can manage your Flash cookie settings, visit the Flash player settings page on Adobe's website. If you disable or refuse cookies, please note that some parts of our Services may then be inaccessible or not function properly.
5.7. Targeted Advertising. If you do not want us to use information that we collect or that you provide to us to deliver advertisements according to our advertisers' target-audience preferences, you can opt-out by contacting us at privacy@podium.com.
If you choose not to provide us with information we collect, some features of our Services may not work as intended.
Our Services may contain links to other websites, products, or services that we do not own or operate. We are not responsible for the privacy practices of these third parties, and we do not control third parties’ collection or use of your information. Please be aware that this Privacy Policy does not apply to your activities on these third-party services or any information you disclose to these third parties. We encourage you to read their privacy policies before providing information to them. These third parties may provide you with ways to choose not to have your information collected or used in this way.
Furthermore, we do not control third parties' collection or use of your information to serve interest-based advertising. However, these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving targeted ads from members of the Network Advertising Initiative (“NAI”) on the NAI's website.
California residents may have additional personal information rights and choices. Please see Your California Privacy Rights for more information.
Nevada residents who wish to exercise their sale opt-out rights under Nevada Revised Statutes Chapter 603A may submit a request to this designated address: privacy@podium.com 1650 W Digital Drive, Lehi, UT 84043.
6.INTERNATIONAL USERS
Our Services are hosted in the United States. If you choose to use the Services from other regions of the world with laws governing data collection and use that may differ from United States law (see below for specific information relating to Australian Users), then please note that you are transferring your personal information outside of those regions to the United States for storage and processing. Also, we may transfer your data from the United States to other countries or regions in connection with storage and processing of data, fulfilling your requests, and operating the Services. Your providing of information, including personal information, on or to the Services constitutes your consent to such transfer, storage, and processing.
7. AUSTRALIAN USERS
If you are an Australian user accessing or using Podium from Australia, the Privacy Act 1988 (Cth) and the Australian Privacy Principles contained in the Privacy Act 1988 (Cth) (“APP”) applies to personal information collected or held by Podium or its Affiliates with an “Australian link” (within the meaning of the Privacy Act). In addition, Podium is committed to complying with other applicable Commonwealth, State or Territory privacy and data protection laws and regulations.
8.CANADIAN USERS
If you are a Canadian user accessing or using Podium from Canada, the following terms apply in respect of your personal information:
You have the right to access and correct your personal information, Our Services may already provide you with functionalities to do this, but if these functionalities are not helpful, you can nevertheless exercise these rights. To do so, you can reach us at privacy@podium.com, or by mail at:
Podium
1650 W Digital Drive
Lehi, UT 84043
We will try to help you with your request free of charge. However, we may request that you pay a reasonable fee, such as if you request a transcript or a reproduction by mail. We will only do so if we are authorized by law, and if we notified you before and you’ve accepted the fees. To avoid any fraudulent request and protect your personal information, we may ask that you provide a proof of identity with your request. We will not use such personal information for any other purposes. We will respond to your request within thirty (30) days, unless agreed otherwise. If your request is denied, we will notify you in writing, and provide you with detailed motives and information on how to contest our decision.
The Office of the Privacy Commissioner of Canada drafted this FAQ to help you access your personal information when it is held by a business. You can also contact the Office of the Privacy Commissioner of Canada’s Information Centre:
Telephone
9:00 am to 4:00 pm EST
Toll-free: 1-800-282-1376
Mailing address
Office of the Privacy Commissioner
30 Victoria Street
Gatineau, Québec
K1A 1H3
You can also use this online form. If you have any issue with how we collect, use or disclose your personal information, or how we responded to your request, please let us know. We will do our best to improve our processes to make certain that it does not happen again. We will also provide you with additional information about our practices if you would like us to do so. If you are still not satisfied, you can lodge a complaint to the Office of the Privacy Commissioner of Canada using this online form, or to your local privacy regulators.
9. CHILDREN UNDER THE AGE OF 13
Our Website is not intended for children under 13 years of age. No one under age 13 may provide any information through or on the Services. We do not knowingly collect personal information from children under 13. If you are under 13, do not:
9.1. use or provide any information through or on our Services or through any of its features,
9.2. register on to use the Services,
9.3. make any purchases through the Services,
9.4. use any of the interactive or public comment features of the Services, or
9.5. provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or username you may use.
If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us at privacy@podium.com.
California residents under 16 years of age may have additional rights regarding the collection and sale of their personal information. Please see Your California Privacy Rights for more information.
10.ACCESSING AND CORRECTING YOUR INFORMATION
You can review and change your personal information by logging into the Services and visiting your account profile page.
You may also submit a request here or send us an email at privacy-requests@podium.com to request access to, correct, or delete any personal information that you have provided to us. If you have a user account with us, we cannot delete all of your personal information except by also deleting your user account. We may not accommodate a request to change or delete information if we believe the change or deletion would violate any law or legal requirement, cause Podium to violate its rights or legal obligations, or cause the information to be incorrect.
If you delete your User Contributions from the Services, copies of your User Contributions may remain viewable in cached and archived pages or might have been copied or stored by other Services users. Proper access and use of information provided through the Services, including User Contributions, is governed by our Terms and Conditions.
California residents may have additional personal information rights and choices. Please see Your California Privacy Rights for more information.
11.YOUR CALIFORNIA PRIVACY RIGHTS
If you are a California resident, California law may provide you with additional rights regarding our use of your personal information. If you are a California resident who has provided your personal information to us, you may tell us not to share certain categories of personal information with third parties for their direct marketing purposes. To make such a request, please submit a request here.
If you have registered with us, you may request that we delete your information in your account by contacting us. We will make commercially reasonable efforts to delete such information upon request. We may archive all or some of your information as we believe may be required by law or for legitimate business purposes.
California's “Shine the Light” law (Civil Code Section § 1798.83) permits users of our App that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please send an email to privacy@podium.com or write us at: 1650 W Digital Drive, Lehi, UT 84043.
12.DATA SECURITY
Podium values the security of your information. We have implemented reasonable security measures that are designed to protect the information we maintain.
The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain features of our Services, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. We urge you to be careful about giving out information when using certain aspect of the services such as the Webchat feature. The information you share in public areas may be viewed by other users of the Services.
Unfortunately, the transmission of information via the internet is not completely secure. As our Services are hosted electronically, we can make no guarantees as to the security or privacy of your information. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted through our Services. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.
13.CHANGES TO OUR PRIVACY POLICY
It is our policy to post any changes we make to our privacy policy on this page. If we make material changes to how we treat our users' personal information, we will notify you by email to the primary email address specified in your account. The date the privacy policy was last revised is identified at the top of the page. You are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting our Services and this privacy policy to check for any changes.
14.CONTACT INFORMATION
You can update your account and profile information through your profile settings. If you have questions about your privacy on the Services or this Privacy Policy, please contact us at:
privacy@podium.com.
1650 W Digital Drive, Lehi, UT 84043
or via our toll-free number:
1-833-276-3486
To register a complaint or concern, please refer to our dispute resolution instructions found in our Terms and Conditions.
Acceptable Use Policy
Version
Effective October 15th 2026
Download
Table of Contents
Podium Acceptable Use Policy
This Acceptable Use Policy (the “Policy”) sets out rules applicable to your use of the Podium Corporation, Inc. (“Podium”, “we”, “us” or “our”) Services and Podium Technology, including via our clients’ websites or platforms (the “Services”). The examples described in this Policy are not exhaustive.
This Policy should be read in conjunction with the Podium Terms of Service (“Podium Terms of Service”) (currently available at: https://legal.podium.com/#termsofservice-us) into which it is incorporated by reference. We may suspend, terminate, or take other interim action regarding your access to or use of the Services, if, in our sole judgment, we believe you, directly or indirectly, violated this Policy or authorize or help others to do so.
We may modify this Policy from time to time by posting a revised version on our Website. By using the Services, you agree to the latest version of this Policy. Any capitalized terms not defined in this Policy have the meaning set forth in the Podium Terms of Service.
General Policies/Requirements. We all expect that the messages and communications we want to send and receive will reach the intended recipient(s), unhindered by filtering or other blockers. An important step you can take to make that expectation a reality is to prevent unwanted communications by only sending messages and communications that comply with applicable laws and communications-industry guidelines/standards. To that end, all communications originating from your use of the Podium Services and Podium Technology (including but not limited to SMS, MMS, webchat, Voice, and similar messaging channels available through the Services) are subject to, and must comply with, the Podium Terms of Service, including this Policy, which sets out certain rules and/or prohibitions regarding: Consent (“opt-in”); Revocation of Consent (“opt-out”); Sender identification; Messaging Usage; Prohibited Content; Filtering Evasion; and Enforcement.
Consent Requirements
Standard Consent Requirements. Prior to sending the first message to an individual, you must obtain agreement from the message recipient to communicate with them - this is referred to as "consent." You must make clear to the individual they are agreeing to receive messages of the type you're going to send.
You need to keep a record of the consent, such as a copy of the document or form that the message recipient signed, or a timestamp of when the customer completed a sign-up flow or otherwise provided consent. This record of consent must be retained as set forth by local regulations or best practices after the end user opts out of receiving messages.
If you do not send an initial message to that individual within a reasonable period after receiving consent (or as set forth by local regulations or best practices), then you will need to reconfirm consent in the first message you send to that recipient.
The consent applies only to you, and to the specific use that the recipient has consented to. Consent can't be bought, sold, or exchanged. For example, you can't obtain the consent of message recipients by purchasing a phone list from another party. You also can't treat it as blanket consent allowing you to send messages from other brands or companies you may have, or additional messages about other uses for which you haven’t received consent.
Alternative Consent Requirements. While consent is always required and the consent requirements noted above are generally the safest path, there are two scenarios where consent can be received differently.
Contact initiated by an individual
If an individual sends a message to you, you may respond in an exchange with that individual. For example, if an individual texts your phone number asking for your hours of operation, you can respond directly to that individual, relaying your open hours. In such a case, the individual’s inbound message to you constitutes both consent and proof of consent. Remember that the consent is limited only to that particular conversation. Unless you obtain additional consent, don't send messages that are outside that conversation.
Informational content to an individual based on a prior relationship
You may send a message to an individual where you have a prior relationship, provided that individual provided their phone number to you, and has taken some action to trigger the potential communication, and has not opted out or otherwise expressed a preference to not receive messages from you.
Actions can include a button press, alert setup, appointments, or order placements. Examples of acceptable messages in these scenarios include appointment reminders, receipts, one-time passwords, order/shipping/reservation confirmations, drivers coordinating pick-up locations with riders, and repair persons confirming service call times. The message can't attempt to promote a product, convince someone to buy something, or advocate for a social cause.
Periodic Messages and Ongoing Consent.
If you intend to send messages to a recipient on an ongoing basis, you should confirm the recipient’s consent by offering them a clear reminder of how to unsubscribe from those messages using standard opt-out language (defined below). You must also respect the message recipient’s preferences in terms of frequency of contact. You also need to proactively ask individuals to reconfirm their consent as set forth by local regulations and best practices.
Identifying Yourself as the Sender
Every message you send must clearly identify you (the party that obtained the opt-in from the recipient) as the sender, except in follow-up messages of an ongoing conversation.
Opt-out
The initial message that you send to an individual needs to include the following language: “Reply END to unsubscribe,” or the equivalent using another standard opt-out keyword, such as STOP, STOPALL, UNSUBSCRIBE,, and QUIT.
Individuals must have the ability to revoke consent at any time by replying with a standard opt-out keyword. When an individual opts out, you may deliver one final message to confirm that the opt-out has been processed, but any subsequent messages are not allowed. An individual must once again provide consent before you can send any additional messages.
Prohibited Content. You agree that you will not use the Services, or encourage, promote, facilitate, or instruct others to use the Services, to send messages that contain, offer, promote, reference, or link to any information or content related to any of the following:
Solicitations or Advertising. Any messages, communication, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements or otherwise, that are unsolicited or for which you do not have the proper consent from the intended recipient. If you are a Customer of any Podium Client, this includes using the Services to send any such message, communication, or announcement to a Podium Client or any other person or entity.
Illegal, Harmful, or Fraudulent Activities. Any activities that are illegal, that violate the rights of others, or that may be harmful to others, our operations, or reputation, including but not limited to offering, promoting, disseminating, or facilitating:
child pornography, child sexual abuse material, or other sexually exploitative content; fraudulent goods, services, schemes, or promotions;
make-money-fast or “get-rich-quick” schemes (including work-from-home programs, risk investment opportunities, ponzi and pyramid schemes);
high-risk financial services (including payday loans, short-term high-interest loans, third-party auto or mortgage loans, student loans, or cryptocurrency);
third-party lead generation services (such as companies that buy, sell, or share consumer information);
debt collection or forgiveness services (including third-party debt collection, debt consolidation, debt reduction, or credit repair programs)
illegal or regulated substances (including, but not limited to, Cannabis, CBD, or offers for (or payment transactions relating to) Prescription Drugs that cannot be sold over-the-counter);
Gambling;
“SHAFT” use cases (Sex, Hate, Alcohol, Firearms, Tobacco, including vaping-related activities);
phishing or pharming.
Infringing Content. Content that infringes or misappropriates the intellectual property or proprietary rights of others.
Offensive Content. Content that is harassing, defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable.
Harmful Content. Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, or otherwise effect a security breach, including viruses, Trojan horses, worms, time bombs, or cancelbots.
Evasive Content. Content that is designed to intentionally evade filters, detection, or monitoring (see below)
Prohibited Industries. If you are using Podium’s Payment Services, you may not use the services in conjunction with any activities identified as Prohibited Industries, as defined in Podium’s Payment Service Terms.
Message Abuse; Falsification of Identity or Origin. You will not send messages using spam bots or other similar systems, alter or obscure mail headers, provide false identification, or assume a sender’s identity without the sender’s explicit permission. You will also not create a false identity or attempt to mislead others as to the identity of the sender or the origin of any data or communications. For the avoidance of doubt, these prohibitions apply equally to messages and communications initiated, sent, or facilitated by AI Services on your behalf. You may not configure or instruct AI Services to alter or obscure message headers, provide false identification, assume another sender's identity, or otherwise misrepresent the origin of any communication.
Evasion. You may not use the Services or Podium Technology to evade Podium’s (including our subcontractor’s) or a telecommunications provider’s unwanted messaging detection and prevention mechanisms. Examples of prohibited practices include:
Content designed to evade detection. As noted above, we do not allow content which has been specifically designed to evade detection by unwanted messaging detection and prevention mechanisms. This includes intentionally misspelled words or non-standard opt-out phrases which have been specifically created with the intent to evade these mechanisms.
Snowshoeing. We do not permit snowshoeing, which is defined as spreading similar or identical messages across many phone numbers with the intent or effect of evading unwanted messaging detection and prevention mechanisms.
Use of shared public URL shorteners. Where a web address (i.e., Uniform Resource Locator (URL)) shortener is used, you should not use links that have been shortened using shared public URL shorteners like Bitly or TinyURL. If you want to include shortened URLs in your messages, we recommend using a dedicated short domain.
Reverse Engineering and Related Restrictions. You will not (a) modify or create a derivative work of the Services or any portion thereof; (b) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Services, except to the extent expressly permitted by applicable law and then only upon advance notice to Podium; (c) break or circumvent any security measures or rate limits for the Services; or (d) remove or obscure any proprietary or other notices contained in the Services, including in any reports or output obtained from the Services.
Use of Agents. The following provisions apply if you use, allow, enable, or cause the deployment of an Agent to access, use, or interact with any Podium Services. "Agent” means any software, bot, crawler, scraper, automated script, or service that takes autonomous or semi-autonomous action on behalf of, or at the instruction of, any person or entity, including any system that uses artificial intelligence, machine learning, or similar technologies to access, retrieve, index, or interact with Podium Services.
Limitation on Access. At our sole discretion, we may limit, restrict, suspend, or terminate, including by technical measures, whether and how any Agent accesses, uses, and interacts with Podium Services. Without limiting the foregoing, Podium may impose rate limits, access controls, authentication requirements, or other conditions on Agent access at any time without prior notice.
Prohibited Uses. Without limiting any other restrictions in this Policy or the Terms of Service, no Agent may: (a) copy, extract, harvest, scrape, index, store, or reproduce any Podium Confidential Information or other Podium-provided content, data, or materials from Podium Services (collectively, "Podium Content"), except to the limited extent expressly authorized in writing by Podium; (b) use Podium Services or Podium Content for the purpose of building, training, or improving, any product, service, or technology that competes with or is substantially similar to any Podium product or service; (c) aggregate, compile, or create derivative works from Podium Content for any commercial purpose; (d) access Podium Services for the purpose of monitoring pricing, features, availability, performance, or other competitively sensitive information; (e) use Podium Content to train, fine-tune, or otherwise develop any machine learning model, artificial intelligence system, or similar technology without Podium's prior written consent; (f) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, data models, or underlying structure of any Podium Service; or (g) assist, enable, or facilitate any third party in conducting any activity prohibited herein.
In the event of any violation of these provisions, addition to any other rights and remedies available to Podium, Podium may, without prior notice, (i) immediately suspend or terminate your access to Podium Services, (ii) block any Agent from accessing Podium Services, and (iii) require the immediate deletion or return of any Podium Content obtained in violation of these provisions.
Scope of Use and Reasonable Use Limits. Unless otherwise specified in your applicable Subscription Documentation, all Services (including, in particular, Bulk Messages, Automations, AI Services, bulk uploads, and/or the Podium API) are subject to the Scope of Use limits listed at https://www.podium.com/pricing/. Additionally, any Services for which specific Scope of Use limits have not been expressly designated, or which have been designated as “unlimited”, are intended (and may only be used) for normal business use in compliance with the Agreement, including this Policy and your Subscription Documentation. Any unusually high or excessive usage of the Services, or use of the Services beyond any applicable Scope of Use limit(s), may impair Podium’s ability to provide the Services to you and other Podium users, in which case Podium may (i) charge you Overage Fees for such usage beyond applicable limits as specified in the Podium Terms of Service, and/or (ii) suspend or terminate your use of and/or access to the Services. AI Services are subject to all applicable Scope of Use limits and reasonable use limitations. Actions taken through AI Services count toward your usage allocations in the same manner as actions taken directly. Podium reserves the right to impose specific rate limits, volume caps, or other usage restrictions on AI Services, and to modify such limits at any time. Other use restrictions, applicable to specific Podium Services, may also be found in the Additional Terms applicable to those Services.
AI Services. Certain AI Services can perform actions on your behalf within your Podium account, including but not limited to sending and responding to messages, managing customer interactions, and performing other functions available to account holders through the Services. AI Services are part of the Services and all provisions of this Policy, the Podium Terms of Service, and any applicable Additional Terms apply to actions taken by or through AI Services, just as they apply to actions you take directly.
Your Responsibility. You are responsible for all actions AI Services take on your behalf, including but not limited to (a) communications to customers or other individuals, (b) Client Data accessed, created, modified, or deleted; (c) transactions initiated or processed; (d) review responses published; and (e) any other content generated or distributed through the Services. AI Service actions are treated as your actions for purposes of this Policy, the Podium Terms of Service, and applicable law. You may not use AI Services to take any action that you would be prohibited from taking directly under this Policy, the Podium Terms of Service, or applicable law.
Human Oversight. You are expected to maintain appropriate oversight of AI Service activities. This includes, without limitation: (a) configuring AI Service-generated content and reviewing for accuracy and alignment with your intended use, where applicable; and (b) monitoring AI Service interactions with your Customers, particularly during initial deployment and when expanding the scope of activity of AI Services.
You should not rely on AI Services as a substitute for your own compliance obligations. Automated operation does not excuse noncompliance with consent requirements, opt-out processing, sender identification rules, or any other obligation under this Policy, the Podium Terms of Service, or applicable law.
Our Monitoring and Enforcement. We reserve the right, but do not assume the obligation, to monitor content on and sent through the Services and to investigate any violation of the Podium Terms of Service, including this Policy, or misuse of the Services. We may remove or disable access to any user, content, or resource that violates the Podium Terms of Service or this Policy or any other agreement we have with you for use of the Services. We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate customer information. We may also cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy.
Reporting Violations. If you become aware of any violation of this Policy, you will immediately notify us and provide us with assistance, as requested, to stop or remedy the violation.
Effective October 1st 2026 to October 15th 2026
Download
Table of Contents
Podium Acceptable Use Policy
This Acceptable Use Policy (the “Policy”) sets out rules applicable to your use of the Podium Corporation, Inc. (“Podium”, “we”, “us” or “our”) Services and Podium Technology, including via our clients’ websites or platforms (the “Services”). The examples described in this Policy are not exhaustive.
This Policy should be read in conjunction with the Podium Terms of Service (“Podium Terms of Service”) (currently available at: https://legal.podium.com/#termsofservice-us) into which it is incorporated by reference. We may suspend, terminate, or take other interim action regarding your access to or use of the Services, if, in our sole judgment, we believe you, directly or indirectly, violated this Policy or authorize or help others to do so.
We may modify this Policy from time to time by posting a revised version on our Website. By using the Services, you agree to the latest version of this Policy. Any capitalized terms not defined in this Policy have the meaning set forth in the Podium Terms of Service.
General Policies/Requirements. We all expect that the messages and communications we want to send and receive will reach the intended recipient(s), unhindered by filtering or other blockers. An important step you can take to make that expectation a reality is to prevent unwanted communications by only sending messages and communications that comply with applicable laws and communications-industry guidelines/standards. To that end, all communications originating from your use of the Podium Services and Podium Technology (including but not limited to SMS, MMS, webchat, Voice, and similar messaging channels available through the Services) are subject to, and must comply with, the Podium Terms of Service, including this Policy, which sets out certain rules and/or prohibitions regarding: Consent (“opt-in”); Revocation of Consent (“opt-out”); Sender identification; Messaging Usage; Prohibited Content; Filtering Evasion; and Enforcement.
Consent Requirements
Standard Consent Requirements. Prior to sending the first message to an individual, you must obtain agreement from the message recipient to communicate with them - this is referred to as "consent." You must make clear to the individual they are agreeing to receive messages of the type you're going to send.
You need to keep a record of the consent, such as a copy of the document or form that the message recipient signed, or a timestamp of when the customer completed a sign-up flow or otherwise provided consent. This record of consent must be retained as set forth by local regulations or best practices after the end user opts out of receiving messages.
If you do not send an initial message to that individual within a reasonable period after receiving consent (or as set forth by local regulations or best practices), then you will need to reconfirm consent in the first message you send to that recipient.
The consent applies only to you, and to the specific use that the recipient has consented to. Consent can't be bought, sold, or exchanged. For example, you can't obtain the consent of message recipients by purchasing a phone list from another party. You also can't treat it as blanket consent allowing you to send messages from other brands or companies you may have, or additional messages about other uses for which you haven’t received consent.
Alternative Consent Requirements. While consent is always required and the consent requirements noted above are generally the safest path, there are two scenarios where consent can be received differently.
Contact initiated by an individual
If an individual sends a message to you, you may respond in an exchange with that individual. For example, if an individual texts your phone number asking for your hours of operation, you can respond directly to that individual, relaying your open hours. In such a case, the individual’s inbound message to you constitutes both consent and proof of consent. Remember that the consent is limited only to that particular conversation. Unless you obtain additional consent, don't send messages that are outside that conversation.
Informational content to an individual based on a prior relationship
You may send a message to an individual where you have a prior relationship, provided that individual provided their phone number to you, and has taken some action to trigger the potential communication, and has not opted out or otherwise expressed a preference to not receive messages from you.
Actions can include a button press, alert setup, appointments, or order placements. Examples of acceptable messages in these scenarios include appointment reminders, receipts, one-time passwords, order/shipping/reservation confirmations, drivers coordinating pick-up locations with riders, and repair persons confirming service call times. The message can't attempt to promote a product, convince someone to buy something, or advocate for a social cause.
Periodic Messages and Ongoing Consent.
If you intend to send messages to a recipient on an ongoing basis, you should confirm the recipient’s consent by offering them a clear reminder of how to unsubscribe from those messages using standard opt-out language (defined below). You must also respect the message recipient’s preferences in terms of frequency of contact. You also need to proactively ask individuals to reconfirm their consent as set forth by local regulations and best practices.
Identifying Yourself as the Sender
Every message you send must clearly identify you (the party that obtained the opt-in from the recipient) as the sender, except in follow-up messages of an ongoing conversation.
Opt-out
The initial message that you send to an individual needs to include the following language: “Reply END to unsubscribe,” or the equivalent using another standard opt-out keyword, such as STOP, STOPALL, UNSUBSCRIBE,, and QUIT.
Individuals must have the ability to revoke consent at any time by replying with a standard opt-out keyword. When an individual opts out, you may deliver one final message to confirm that the opt-out has been processed, but any subsequent messages are not allowed. An individual must once again provide consent before you can send any additional messages.
Prohibited Content. You agree that you will not use the Services, or encourage, promote, facilitate, or instruct others to use the Services, to send messages that contain, offer, promote, reference, or link to any information or content related to any of the following:
Solicitations or Advertising. Any messages, communication, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements or otherwise, that are unsolicited or for which you do not have the proper consent from the intended recipient. If you are a Customer of any Podium Client, this includes using the Services to send any such message, communication, or announcement to a Podium Client or any other person or entity.
Illegal, Harmful, or Fraudulent Activities. Any activities that are illegal, that violate the rights of others, or that may be harmful to others, our operations, or reputation, including but not limited to offering, promoting, disseminating, or facilitating:
child pornography, child sexual abuse material, or other sexually exploitative content; fraudulent goods, services, schemes, or promotions;
make-money-fast or “get-rich-quick” schemes (including work-from-home programs, risk investment opportunities, ponzi and pyramid schemes);
high-risk financial services (including payday loans, short-term high-interest loans, third-party auto or mortgage loans, student loans, or cryptocurrency);
third-party lead generation services (such as companies that buy, sell, or share consumer information);
debt collection or forgiveness services (including third-party debt collection, debt consolidation, debt reduction, or credit repair programs)
illegal or regulated substances (including, but not limited to, Cannabis, CBD, or offers for (or payment transactions relating to) Prescription Drugs that cannot be sold over-the-counter);
Gambling;
“SHAFT” use cases (Sex, Hate, Alcohol, Firearms, Tobacco, including vaping-related activities);
phishing or pharming.
Infringing Content. Content that infringes or misappropriates the intellectual property or proprietary rights of others.
Offensive Content. Content that is harassing, defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable.
Harmful Content. Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, or otherwise effect a security breach, including viruses, Trojan horses, worms, time bombs, or cancelbots.
Evasive Content. Content that is designed to intentionally evade filters, detection, or monitoring (see below)
Prohibited Industries. If you are using Podium’s Payment Services, you may not use the services in conjunction with any activities identified as Prohibited Industries, as defined in Podium’s Payment Service Terms.
Message Abuse; Falsification of Identity or Origin. You will not send messages using spam bots or other similar systems, alter or obscure mail headers, provide false identification, or assume a sender’s identity without the sender’s explicit permission. You will also not create a false identity or attempt to mislead others as to the identity of the sender or the origin of any data or communications. For the avoidance of doubt, these prohibitions apply equally to messages and communications initiated, sent, or facilitated by AI Services on your behalf. You may not configure or instruct AI Services to alter or obscure message headers, provide false identification, assume another sender's identity, or otherwise misrepresent the origin of any communication.
Evasion. You may not use the Services or Podium Technology to evade Podium’s (including our subcontractor’s) or a telecommunications provider’s unwanted messaging detection and prevention mechanisms. Examples of prohibited practices include:
Content designed to evade detection. As noted above, we do not allow content which has been specifically designed to evade detection by unwanted messaging detection and prevention mechanisms. This includes intentionally misspelled words or non-standard opt-out phrases which have been specifically created with the intent to evade these mechanisms.
Snowshoeing. We do not permit snowshoeing, which is defined as spreading similar or identical messages across many phone numbers with the intent or effect of evading unwanted messaging detection and prevention mechanisms.
Use of shared public URL shorteners. Where a web address (i.e., Uniform Resource Locator (URL)) shortener is used, you should not use links that have been shortened using shared public URL shorteners like Bitly or TinyURL. If you want to include shortened URLs in your messages, we recommend using a dedicated short domain.
Reverse Engineering and Related Restrictions. You will not (a) modify or create a derivative work of the Services or any portion thereof; (b) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Services, except to the extent expressly permitted by applicable law and then only upon advance notice to Podium; (c) break or circumvent any security measures or rate limits for the Services; or (d) remove or obscure any proprietary or other notices contained in the Services, including in any reports or output obtained from the Services.
Use of Agents. The following provisions apply if you use, allow, enable, or cause the deployment of an Agent to access, use, or interact with any Podium Services. "Agent” means any software, bot, crawler, scraper, automated script, or service that takes autonomous or semi-autonomous action on behalf of, or at the instruction of, any person or entity, including any system that uses artificial intelligence, machine learning, or similar technologies to access, retrieve, index, or interact with Podium Services.
Limitation on Access. At our sole discretion, we may limit, restrict, suspend, or terminate, including by technical measures, whether and how any Agent accesses, uses, and interacts with Podium Services. Without limiting the foregoing, Podium may impose rate limits, access controls, authentication requirements, or other conditions on Agent access at any time without prior notice.
Prohibited Uses. Without limiting any other restrictions in this Policy or the Terms of Service, no Agent may: (a) copy, extract, harvest, scrape, index, store, or reproduce any Podium Confidential Information or other Podium-provided content, data, or materials from Podium Services (collectively, "Podium Content"), except to the limited extent expressly authorized in writing by Podium; (b) use Podium Services or Podium Content for the purpose of building, training, or improving, any product, service, or technology that competes with or is substantially similar to any Podium product or service; (c) aggregate, compile, or create derivative works from Podium Content for any commercial purpose; (d) access Podium Services for the purpose of monitoring pricing, features, availability, performance, or other competitively sensitive information; (e) use Podium Content to train, fine-tune, or otherwise develop any machine learning model, artificial intelligence system, or similar technology without Podium's prior written consent; (f) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, data models, or underlying structure of any Podium Service; or (g) assist, enable, or facilitate any third party in conducting any activity prohibited herein.
In the event of any violation of these provisions, addition to any other rights and remedies available to Podium, Podium may, without prior notice, (i) immediately suspend or terminate your access to Podium Services, (ii) block any Agent from accessing Podium Services, and (iii) require the immediate deletion or return of any Podium Content obtained in violation of these provisions.
Scope of Use and Reasonable Use Limits. Unless otherwise specified in your applicable Subscription Documentation, all Services (including, in particular, Bulk Messages, Automations, AI Services, bulk uploads, and/or the Podium API) are subject to the Scope of Use limits listed at https://www.podium.com/pricing/. Additionally, any Services for which specific Scope of Use limits have not been expressly designated, or which have been designated as “unlimited”, are intended (and may only be used) for normal business use in compliance with the Agreement, including this Policy and your Subscription Documentation. Any unusually high or excessive usage of the Services, or use of the Services beyond any applicable Scope of Use limit(s), may impair Podium’s ability to provide the Services to you and other Podium users, in which case Podium may (i) charge you Overage Fees for such usage beyond applicable limits as specified in the Podium Terms of Service, and/or (ii) suspend or terminate your use of and/or access to the Services. AI Services are subject to all applicable Scope of Use limits and reasonable use limitations. Actions taken through AI Services count toward your usage allocations in the same manner as actions taken directly. Podium reserves the right to impose specific rate limits, volume caps, or other usage restrictions on AI Services, and to modify such limits at any time. Other use restrictions, applicable to specific Podium Services, may also be found in the Additional Terms applicable to those Services.
AI Services. Certain AI Services can perform actions on your behalf within your Podium account, including but not limited to sending and responding to messages, managing customer interactions, and performing other functions available to account holders through the Services. AI Services are part of the Services and all provisions of this Policy, the Podium Terms of Service, and any applicable Additional Terms apply to actions taken by or through AI Services, just as they apply to actions you take directly.
Your Responsibility. You are responsible for all actions AI Services take on your behalf, including but not limited to (a) communications to customers or other individuals, (b) Client Data accessed, created, modified, or deleted; (c) transactions initiated or processed; (d) review responses published; and (e) any other content generated or distributed through the Services. AI Service actions are treated as your actions for purposes of this Policy, the Podium Terms of Service, and applicable law. You may not use AI Services to take any action that you would be prohibited from taking directly under this Policy, the Podium Terms of Service, or applicable law.
Human Oversight. You are expected to maintain appropriate oversight of AI Service activities. This includes, without limitation: (a) configuring AI Service-generated content and reviewing for accuracy and alignment with your intended use, where applicable; and (b) monitoring AI Service interactions with your Customers, particularly during initial deployment and when expanding the scope of activity of AI Services.
You should not rely on AI Services as a substitute for your own compliance obligations. Automated operation does not excuse noncompliance with consent requirements, opt-out processing, sender identification rules, or any other obligation under this Policy, the Podium Terms of Service, or applicable law.
Our Monitoring and Enforcement. We reserve the right, but do not assume the obligation, to monitor content on and sent through the Services and to investigate any violation of the Podium Terms of Service, including this Policy, or misuse of the Services. We may remove or disable access to any user, content, or resource that violates the Podium Terms of Service or this Policy or any other agreement we have with you for use of the Services. We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate customer information. We may also cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy.
Reporting Violations. If you become aware of any violation of this Policy, you will immediately notify us and provide us with assistance, as requested, to stop or remedy the violation.
Effective November 8th 2023 to October 1st 2026
Download
Table of Contents
Podium Acceptable Use Policy
This Acceptable Use Policy (the “Policy”) sets out rules applicable to your use of the Podium Corporation, Inc. (“Podium”, “we”, “us” or “our”) Services and Podium Technology, including via our clients’ websites or platforms (the “Services”). The examples described in this Policy are not exhaustive.
This Policy should be read in conjunction with the Podium Terms of Service (“Podium Terms of Service”) (currently available at: https://legal.podium.com/#termsofservice-us) into which it is incorporated by reference. We may suspend, terminate, or take other interim action regarding your access to or use of the Services, if, in our sole judgment, we believe you, directly or indirectly, violated this Policy or authorize or help others to do so.
We may modify this Policy from time to time by posting a revised version on our Website. By using the Services, you agree to the latest version of this Policy. Any capitalized terms not defined in this Policy have the meaning set forth in the Podium Terms of Service.
General Policies/Requirements. We all expect that the messages and communications we want to send and receive will reach the intended recipient(s), unhindered by filtering or other blockers. An important step you can take to make that expectation a reality is to prevent unwanted communications by only sending messages and communications that comply with applicable laws and communications-industry guidelines/standards. To that end, all communications originating from your use of the Podium Services and Podium Technology (including but not limited to SMS, MMS, webchat, Voice, and similar messaging channels available through the Services) are subject to, and must comply with, the Podium Terms of Service, including this Policy, which sets out certain rules and/or prohibitions regarding: Consent (“opt-in”); Revocation of Consent (“opt-out”); Sender identification; Messaging Usage; Prohibited Content; Filtering Evasion; and Enforcement.
Consent Requirements
Standard Consent Requirements. Prior to sending the first message to an individual, you must obtain agreement from the message recipient to communicate with them - this is referred to as "consent." You must make clear to the individual they are agreeing to receive messages of the type you're going to send.
You need to keep a record of the consent, such as a copy of the document or form that the message recipient signed, or a timestamp of when the customer completed a sign-up flow or otherwise provided consent. This record of consent must be retained as set forth by local regulations or best practices after the end user opts out of receiving messages.
If you do not send an initial message to that individual within a reasonable period after receiving consent (or as set forth by local regulations or best practices), then you will need to reconfirm consent in the first message you send to that recipient.
The consent applies only to you, and to the specific use that the recipient has consented to. Consent can't be bought, sold, or exchanged. For example, you can't obtain the consent of message recipients by purchasing a phone list from another party. You also can't treat it as blanket consent allowing you to send messages from other brands or companies you may have, or additional messages about other uses for which you haven’t received consent.
Alternative Consent Requirements. While consent is always required and the consent requirements noted above are generally the safest path, there are two scenarios where consent can be received differently.
Contact initiated by an individual
If an individual sends a message to you, you may respond in an exchange with that individual. For example, if an individual texts your phone number asking for your hours of operation, you can respond directly to that individual, relaying your open hours. In such a case, the individual’s inbound message to you constitutes both consent and proof of consent. Remember that the consent is limited only to that particular conversation. Unless you obtain additional consent, don't send messages that are outside that conversation.
Informational content to an individual based on a prior relationship
You may send a message to an individual where you have a prior relationship, provided that individual provided their phone number to you, and has taken some action to trigger the potential communication, and has not opted out or otherwise expressed a preference to not receive messages from you.
Actions can include a button press, alert setup, appointments, or order placements. Examples of acceptable messages in these scenarios include appointment reminders, receipts, one-time passwords, order/shipping/reservation confirmations, drivers coordinating pick-up locations with riders, and repair persons confirming service call times. The message can't attempt to promote a product, convince someone to buy something, or advocate for a social cause.
Periodic Messages and Ongoing Consent.
If you intend to send messages to a recipient on an ongoing basis, you should confirm the recipient’s consent by offering them a clear reminder of how to unsubscribe from those messages using standard opt-out language (defined below). You must also respect the message recipient’s preferences in terms of frequency of contact. You also need to proactively ask individuals to reconfirm their consent as set forth by local regulations and best practices.
Identifying Yourself as the Sender
Every message you send must clearly identify you (the party that obtained the opt-in from the recipient) as the sender, except in follow-up messages of an ongoing conversation.
Opt-out
The initial message that you send to an individual needs to include the following language: “Reply END to unsubscribe,” or the equivalent using another standard opt-out keyword, such as STOP, STOPALL, UNSUBSCRIBE,, and QUIT.
Individuals must have the ability to revoke consent at any time by replying with a standard opt-out keyword. When an individual opts out, you may deliver one final message to confirm that the opt-out has been processed, but any subsequent messages are not allowed. An individual must once again provide consent before you can send any additional messages.
Prohibited Content. You agree that you will not use the Services, or encourage, promote, facilitate, or instruct others to use the Services, to send messages that contain, offer, promote, reference, or link to any information or content related to any of the following:
Solicitations or Advertising. Any messages, communication, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements or otherwise, that are unsolicited or for which you do not have the proper consent from the intended recipient. If you are a Customer of any Podium Client, this includes using the Services to send any such message, communication, or announcement to a Podium Client or any other person or entity.
Illegal, Harmful, or Fraudulent Activities. Any activities that are illegal, that violate the rights of others, or that may be harmful to others, our operations, or reputation, including but not limited to offering, promoting, disseminating, or facilitating:
child pornography, child sexual abuse material, or other sexually exploitative content; fraudulent goods, services, schemes, or promotions;
make-money-fast or “get-rich-quick” schemes (including work-from-home programs, risk investment opportunities, ponzi and pyramid schemes);
high-risk financial services (including payday loans, short-term high-interest loans, third-party auto or mortgage loans, student loans, or cryptocurrency);
third-party lead generation services (such as companies that buy, sell, or share consumer information);
debt collection or forgiveness services (including third-party debt collection, debt consolidation, debt reduction, or credit repair programs)
illegal or regulated substances (including, but not limited to, Cannabis, CBD, or offers for (or payment transactions relating to) Prescription Drugs that cannot be sold over-the-counter);
Gambling;
“SHAFT” use cases (Sex, Hate, Alcohol, Firearms, Tobacco, including vaping-related activities);
phishing or pharming.
Infringing Content. Content that infringes or misappropriates the intellectual property or proprietary rights of others.
Offensive Content. Content that is harassing, defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable.
Harmful Content. Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, or otherwise effect a security breach, including viruses, Trojan horses, worms, time bombs, or cancelbots.
Evasive Content. Content that is designed to intentionally evade filters, detection, or monitoring (see below)
Prohibited Industries. If you are using Podium’s Payment Services, you may not use the services in conjunction with any activities identified as Prohibited Industries, as defined in Podium’s Payment Service Terms.
Message Abuse; Falsification of Identity or Origin. You will not send messages using spam bots or other similar systems, alter or obscure mail headers, provide false identification, or assume a sender’s identity without the sender’s explicit permission. You will also not create a false identity or attempt to mislead others as to the identity of the sender or the origin of any data or communications.
Evasion. You may not use the Services or Podium Technology to evade Podium’s (including our subcontractor’s) or a telecommunications provider’s unwanted messaging detection and prevention mechanisms. Examples of prohibited practices include:
Content designed to evade detection. As noted above, we do not allow content which has been specifically designed to evade detection by unwanted messaging detection and prevention mechanisms. This includes intentionally misspelled words or non-standard opt-out phrases which have been specifically created with the intent to evade these mechanisms.
Snowshoeing. We do not permit snowshoeing, which is defined as spreading similar or identical messages across many phone numbers with the intent or effect of evading unwanted messaging detection and prevention mechanisms.
Use of shared public URL shorteners. Where a web address (i.e., Uniform Resource Locator (URL)) shortener is used, you should not use links that have been shortened using shared public URL shorteners like Bitly or TinyURL. If you want to include shortened URLs in your messages, we recommend using a dedicated short domain.
Reverse Engineering and Related Restrictions. You will not (a) modify or create a derivative work of the Services or any portion thereof; (b) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Services, except to the extent expressly permitted by applicable law and then only upon advance notice to Podium; (c) break or circumvent any security measures or rate limits for the Services; or (d) remove or obscure any proprietary or other notices contained in the Services, including in any reports or output obtained from the Services.
Scope of Use and Reasonable Use Limits. Unless otherwise specified in your applicable Subscription Documentation, all Services (including, in particular, Bulk Messages, Automations, bulk uploads, and/or the Podium API) are subject to the Scope of Use limits listed at https://www.podium.com/pricing/. Additionally, any Services for which specific Scope of Use limits have not been expressly designated, or which have been designated as “unlimited”, are intended (and may only be used) for normal business use in compliance with the Agreement, including this AUP and your Subscription Documentation. Any unusually high or excessive usage of the Services, or use of the Services beyond any applicable Scope of Use limit(s), may impair Podium’s ability to provide the Services to you and other Podium users, in which case Podium may suspend or terminate your use of and/or access to the Services. Other use restrictions, applicable to specific Podium Services, may also be found in the Additional Terms applicable to those Services.
Our Monitoring and Enforcement. We reserve the right, but do not assume the obligation, to monitor content on and sent through the Services and to investigate any violation of the Podium Terms of Service, including this Policy, or misuse of the Services. We may remove or disable access to any user, content, or resource that violates the Podium Terms of Service or this Policy or any other agreement we have with you for use of the Services. We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate customer information. We may also cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy.
Reporting Violations. If you become aware of any violation of this Policy, you will immediately notify us and provide us with assistance, as requested, to stop or remedy the violation.
Effective October 19th 2023 to November 8th 2023
Download
Table of Contents
Podium Acceptable Use Policy
This Acceptable Use Policy (the “Policy”) sets out rules applicable to your use of the Podium Corporation, Inc. (“Podium”, “we”, “us” or “our”) Services and Podium Technology, including via our clients’ websites or platforms (the “Services”). The examples described in this Policy are not exhaustive.
This Policy should be read in conjunction with the Podium Terms of Service (“Podium Terms of Service”) (currently available at: https://legal.podium.com/#termsofservice-us) into which it is incorporated by reference. We may suspend, terminate, or take other interim action regarding your access to or use of the Services, if, in our sole judgment, we believe you, directly or indirectly, violated this Policy or authorize or help others to do so.
We may modify this Policy from time to time by posting a revised version on our Website. By using the Services, you agree to the latest version of this Policy. Any capitalized terms not defined in this Policy have the meaning set forth in the Podium Terms of Service.
General Policies/Requirements. We all expect that the messages and communications we want to send and receive will reach the intended recipient(s), unhindered by filtering or other blockers. An important step you can take to make that expectation a reality is to prevent unwanted communications by only sending messages and communications that comply with applicable laws and communications-industry guidelines/standards. To that end, all communications originating from your use of the Podium Services and Podium Technology (including but not limited to SMS, MMS, webchat, Voice, and similar messaging channels available through the Services) are subject to, and must comply with, the Podium Terms of Service, including this Policy, which sets out certain rules and/or prohibitions regarding: Consent (“opt-in”); Revocation of Consent (“opt-out”); Sender identification; Messaging Usage; Prohibited Content; Filtering Evasion; and Enforcement.
Consent Requirements
Standard Consent Requirements. Prior to sending the first message to an individual, you must obtain agreement from the message recipient to communicate with them - this is referred to as "consent." You must make clear to the individual they are agreeing to receive messages of the type you're going to send.
You need to keep a record of the consent, such as a copy of the document or form that the message recipient signed, or a timestamp of when the customer completed a sign-up flow or otherwise provided consent. This record of consent must be retained as set forth by local regulations or best practices after the end user opts out of receiving messages.
If you do not send an initial message to that individual within a reasonable period after receiving consent (or as set forth by local regulations or best practices), then you will need to reconfirm consent in the first message you send to that recipient.
The consent applies only to you, and to the specific use that the recipient has consented to. Consent can't be bought, sold, or exchanged. For example, you can't obtain the consent of message recipients by purchasing a phone list from another party. You also can't treat it as blanket consent allowing you to send messages from other brands or companies you may have, or additional messages about other uses for which you haven’t received consent.
Alternative Consent Requirements. While consent is always required and the consent requirements noted above are generally the safest path, there are two scenarios where consent can be received differently.
Contact initiated by an individual
If an individual sends a message to you, you may respond in an exchange with that individual. For example, if an individual texts your phone number asking for your hours of operation, you can respond directly to that individual, relaying your open hours. In such a case, the individual’s inbound message to you constitutes both consent and proof of consent. Remember that the consent is limited only to that particular conversation. Unless you obtain additional consent, don't send messages that are outside that conversation.
Informational content to an individual based on a prior relationship
You may send a message to an individual where you have a prior relationship, provided that individual provided their phone number to you, and has taken some action to trigger the potential communication, and has not opted out or otherwise expressed a preference to not receive messages from you.
Actions can include a button press, alert setup, appointments, or order placements. Examples of acceptable messages in these scenarios include appointment reminders, receipts, one-time passwords, order/shipping/reservation confirmations, drivers coordinating pick-up locations with riders, and repair persons confirming service call times. The message can't attempt to promote a product, convince someone to buy something, or advocate for a social cause.
Periodic Messages and Ongoing Consent.
If you intend to send messages to a recipient on an ongoing basis, you should confirm the recipient’s consent by offering them a clear reminder of how to unsubscribe from those messages using standard opt-out language (defined below). You must also respect the message recipient’s preferences in terms of frequency of contact. You also need to proactively ask individuals to reconfirm their consent as set forth by local regulations and best practices.
Identifying Yourself as the Sender
Every message you send must clearly identify you (the party that obtained the opt-in from the recipient) as the sender, except in follow-up messages of an ongoing conversation.
Opt-out
The initial message that you send to an individual needs to include the following language: “Reply END to unsubscribe,” or the equivalent using another standard opt-out keyword, such as STOP, STOPALL, UNSUBSCRIBE,, and QUIT.
Individuals must have the ability to revoke consent at any time by replying with a standard opt-out keyword. When an individual opts out, you may deliver one final message to confirm that the opt-out has been processed, but any subsequent messages are not allowed. An individual must once again provide consent before you can send any additional messages.
Prohibited Content. You agree that you will not use the Services, or encourage, promote, facilitate, or instruct others to use the Services, to send messages that contain, offer, promote, reference, or link to any information or content related to any of the following:
Solicitations or Advertising. Any messages, communication, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements or otherwise, that are unsolicited or for which you do not have the proper consent from the intended recipient. If you are a Customer of any Podium Client, this includes using the Services to send any such message, communication, or announcement to a Podium Client or any other person or entity.
Illegal, Harmful, or Fraudulent Activities. Any activities that are illegal, that violate the rights of others, or that may be harmful to others, our operations, or reputation, including but not limited to offering, promoting, disseminating, or facilitating:
child pornography, child sexual abuse material, or other sexually exploitative content; fraudulent goods, services, schemes, or promotions;
make-money-fast or “get-rich-quick” schemes (including work-from-home programs, risk investment opportunities, ponzi and pyramid schemes);
high-risk financial services (including payday loans, short-term high-interest loans, third-party auto or mortgage loans, student loans, or cryptocurrency);
third-party lead generation services (such as companies that buy, sell, or share consumer information);
debt collection or forgiveness services (including third-party debt collection, debt consolidation, debt reduction, or credit repair programs)
illegal or regulated substances (including, but not limited to, Cannabis, CBD, or offers for (or payment transactions relating to) Prescription Drugs that cannot be sold over-the-counter);
Gambling;
“SHAFT” use cases (Sex, Hate, Alcohol, Firearms, Tobacco, including vaping-related activities);
phishing or pharming.
Infringing Content. Content that infringes or misappropriates the intellectual property or proprietary rights of others.
Offensive Content. Content that is harassing, defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable.
Harmful Content. Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, or otherwise effect a security breach, including viruses, Trojan horses, worms, time bombs, or cancelbots.
Evasive Content. Content that is designed to intentionally evade filters, detection, or monitoring (see below)
Prohibited Industries. If you are using Podium’s Payment Services, you may not use the services in conjunction with any activities identified as Prohibited Industries, as defined in Podium’s Payment Service Terms.
Message Abuse; Falsification of Identity or Origin. You will not send messages using spam bots or other similar systems, alter or obscure mail headers, provide false identification, or assume a sender’s identity without the sender’s explicit permission. You will also not create a false identity or attempt to mislead others as to the identity of the sender or the origin of any data or communications.
Evasion. You may not use the Services or Podium Technology to evade Podium’s (including our subcontractor’s) or a telecommunications provider’s unwanted messaging detection and prevention mechanisms. Examples of prohibited practices include:
Content designed to evade detection. As noted above, we do not allow content which has been specifically designed to evade detection by unwanted messaging detection and prevention mechanisms. This includes intentionally misspelled words or non-standard opt-out phrases which have been specifically created with the intent to evade these mechanisms.
Snowshoeing. We do not permit snowshoeing, which is defined as spreading similar or identical messages across many phone numbers with the intent or effect of evading unwanted messaging detection and prevention mechanisms.
Use of shared public URL shorteners. Where a web address (i.e., Uniform Resource Locator (URL)) shortener is used, you should not use links that have been shortened using shared public URL shorteners like Bitly or TinyURL. If you want to include shortened URLs in your messages, we recommend using a dedicated short domain.
Reverse Engineering and Related Restrictions. You will not (a) modify or create a derivative work of the Services or any portion thereof; (b) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Services, except to the extent expressly permitted by applicable law and then only upon advance notice to Podium; (c) break or circumvent any security measures or rate limits for the Services; or (d) remove or obscure any proprietary or other notices contained in the Services, including in any reports or output obtained from the Services.
Scope of Use and Reasonable Use Limits. Unless otherwise specified in your applicable Subscription Documentation, all Services (including, in particular, Bulk Messages, Automations, bulk uploads, and/or the Podium API) are subject to the Scope of Use limits listed at https://www.podium.com/pricing/. Additionally, any Services for which specific Scope of Use limits have not been expressly designated, or which have been designated as “unlimited”, are intended (and may only be used) for normal business use in compliance with the Agreement, including this AUP and your Subscription Documentation. Any unusually high or excessive usage of the Services, or use of the Services beyond any applicable Scope of Use limit(s), may impair Podium’s ability to provide the Services to you and other Podium users, in which case Podium may suspend or terminate your use of and/or access to the Services. Other use restrictions, applicable to specific Podium Services, may also be found in the Additional Terms applicable to those Services.
Our Monitoring and Enforcement. We reserve the right, but do not assume the obligation, to monitor content on and sent through the Services and to investigate any violation of the Podium Terms of Service, including this Policy, or misuse of the Services. We may remove or disable access to any user, content, or resource that violates the Podium Terms of Service or this Policy or any other agreement we have with you for use of the Services. We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate customer information. We may also cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy.
Reporting Violations. If you become aware of any violation of this Policy, you will immediately notify us and provide us with assistance, as requested, to stop or remedy the violation.
Effective October 19th 2022 to October 19th 2023
Download
Table of Contents
Podium Acceptable Use Policy
This Acceptable Use Policy (the “Policy”) sets out rules applicable to your use of the Podium Corporation, Inc. (“Podium”, “we”, “us” or “our”) Services and Podium Technology, including via our clients’ websites or platforms (the “Services”). The examples described in this Policy are not exhaustive.
This Policy should be read in conjunction with the Podium Terms of Service (“Podium Terms of Service”) (currently available at: https://legal.podium.com/#termsofservice-us) into which it is incorporated by reference. We may suspend, terminate, or take other interim action regarding your access to or use of the Services, if, in our sole judgment, we believe you, directly or indirectly, violated this Policy or authorize or help others to do so.
We may modify this Policy from time to time by posting a revised version on our Website. By using the Services, you agree to the latest version of this Policy. Any capitalized terms not defined in this Policy have the meaning set forth in the Podium Terms of Service.
General Policies/Requirements. We all expect that the messages and communications we want to send and receive will reach the intended recipient(s), unhindered by filtering or other blockers. An important step you can take to make that expectation a reality is to prevent unwanted communications by only sending messages and communications that comply with applicable laws and communications-industry guidelines/standards. To that end, all communications originating from your use of the Podium Services and Podium Technology (including but not limited to SMS, MMS, webchat, Voice, and similar messaging channels available through the Services) are subject to, and must comply with, the Podium Terms of Service, including this Policy, which sets out certain rules and/or prohibitions regarding: Consent (“opt-in”); Revocation of Consent (“opt-out”); Sender identification; Messaging Usage; Prohibited Content; Filtering Evasion; and Enforcement.
Consent Requirements
Standard Consent Requirements. Prior to sending the first message to an individual, you must obtain agreement from the message recipient to communicate with them - this is referred to as "consent." You must make clear to the individual they are agreeing to receive messages of the type you're going to send.
You need to keep a record of the consent, such as a copy of the document or form that the message recipient signed, or a timestamp of when the customer completed a sign-up flow or otherwise provided consent. This record of consent must be retained as set forth by local regulations or best practices after the end user opts out of receiving messages.
If you do not send an initial message to that individual within a reasonable period after receiving consent (or as set forth by local regulations or best practices), then you will need to reconfirm consent in the first message you send to that recipient.
The consent applies only to you, and to the specific use that the recipient has consented to. Consent can't be bought, sold, or exchanged. For example, you can't obtain the consent of message recipients by purchasing a phone list from another party. You also can't treat it as blanket consent allowing you to send messages from other brands or companies you may have, or additional messages about other uses for which you haven’t received consent.
Alternative Consent Requirements. While consent is always required and the consent requirements noted above are generally the safest path, there are two scenarios where consent can be received differently.
Contact initiated by an individual
If an individual sends a message to you, you may respond in an exchange with that individual. For example, if an individual texts your phone number asking for your hours of operation, you can respond directly to that individual, relaying your open hours. In such a case, the individual’s inbound message to you constitutes both consent and proof of consent. Remember that the consent is limited only to that particular conversation. Unless you obtain additional consent, don't send messages that are outside that conversation.
Informational content to an individual based on a prior relationship
You may send a message to an individual where you have a prior relationship, provided that individual provided their phone number to you, and has taken some action to trigger the potential communication, and has not opted out or otherwise expressed a preference to not receive messages from you.
Actions can include a button press, alert setup, appointments, or order placements. Examples of acceptable messages in these scenarios include appointment reminders, receipts, one-time passwords, order/shipping/reservation confirmations, drivers coordinating pick-up locations with riders, and repair persons confirming service call times. The message can't attempt to promote a product, convince someone to buy something, or advocate for a social cause.
Periodic Messages and Ongoing Consent.
If you intend to send messages to a recipient on an ongoing basis, you should confirm the recipient’s consent by offering them a clear reminder of how to unsubscribe from those messages using standard opt-out language (defined below). You must also respect the message recipient’s preferences in terms of frequency of contact. You also need to proactively ask individuals to reconfirm their consent as set forth by local regulations and best practices.
Identifying Yourself as the Sender
Every message you send must clearly identify you (the party that obtained the opt-in from the recipient) as the sender, except in follow-up messages of an ongoing conversation.
Opt-out
The initial message that you send to an individual needs to include the following language: “Reply END to unsubscribe,” or the equivalent using another standard opt-out keyword, such as STOP, STOPALL, UNSUBSCRIBE,, and QUIT.
Individuals must have the ability to revoke consent at any time by replying with a standard opt-out keyword. When an individual opts out, you may deliver one final message to confirm that the opt-out has been processed, but any subsequent messages are not allowed. An individual must once again provide consent before you can send any additional messages.
Prohibited Content. You agree that you will not use the Services, or encourage, promote, facilitate, or instruct others to use the Services, to send messages that contain, offer, promote, reference, or link to any information or content related to any of the following:
Solicitations or Advertising. Any messages, communication, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements or otherwise, that are unsolicited or for which you do not have the proper consent from the intended recipient. If you are a Customer of any Podium Client, this includes using the Services to send any such message, communication, or announcement to a Podium Client or any other person or entity.
Illegal, Harmful, or Fraudulent Activities. Any activities that are illegal, that violate the rights of others, or that may be harmful to others, our operations, or reputation, including but not limited to offering, promoting, disseminating, or facilitating:
child pornography, child sexual abuse material, or other sexually exploitative content; fraudulent goods, services, schemes, or promotions;
make-money-fast or “get-rich-quick” schemes (including work-from-home programs, risk investment opportunities, ponzi and pyramid schemes);
high-risk financial services (including payday loans, short-term high-interest loans, third-party auto or mortgage loans, student loans, or cryptocurrency);
third-party lead generation services (such as companies that buy, sell, or share consumer information);
debt collection or forgiveness services (including third-party debt collection, debt consolidation, debt reduction, or credit repair programs)
illegal or regulated substances (including, but not limited to, Cannabis, CBD, or offers for (or payment transactions relating to) Prescription Drugs that cannot be sold over-the-counter);
Gambling;
“SHAFT” use cases (Sex, Hate, Alcohol, Firearms, Tobacco, including vaping-related activities);
phishing or pharming.
Infringing Content. Content that infringes or misappropriates the intellectual property or proprietary rights of others.
Offensive Content. Content that is harassing, defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable.
Harmful Content. Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, or otherwise effect a security breach, including viruses, Trojan horses, worms, time bombs, or cancelbots.
Evasive Content. Content that is designed to intentionally evade filters, detection, or monitoring (see below)
Prohibited Industries. If you are using Podium’s Payment Services, you may not use the services in conjunction with any activities identified as Prohibited Industries, as defined in Podium’s Payment Service Terms.
Message Abuse; Falsification of Identity or Origin. You will not send messages using spam bots or other similar systems, alter or obscure mail headers, provide false identification, or assume a sender’s identity without the sender’s explicit permission. You will also not create a false identity or attempt to mislead others as to the identity of the sender or the origin of any data or communications.
Evasion. You may not use the Services or Podium Technology to evade Podium’s (including our subcontractor’s) or a telecommunications provider’s unwanted messaging detection and prevention mechanisms. Examples of prohibited practices include:
Content designed to evade detection. As noted above, we do not allow content which has been specifically designed to evade detection by unwanted messaging detection and prevention mechanisms. This includes intentionally misspelled words or non-standard opt-out phrases which have been specifically created with the intent to evade these mechanisms.
Snowshoeing. We do not permit snowshoeing, which is defined as spreading similar or identical messages across many phone numbers with the intent or effect of evading unwanted messaging detection and prevention mechanisms.
Use of shared public URL shorteners. Where a web address (i.e., Uniform Resource Locator (URL)) shortener is used, you should not use links that have been shortened using shared public URL shorteners like Bitly or TinyURL. If you want to include shortened URLs in your messages, we recommend using a dedicated short domain.
Reverse Engineering and Related Restrictions. You will not (a) modify or create a derivative work of the Services or any portion thereof; (b) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Services, except to the extent expressly permitted by applicable law and then only upon advance notice to Podium; (c) break or circumvent any security measures or rate limits for the Services; or (d) remove or obscure any proprietary or other notices contained in the Services, including in any reports or output obtained from the Services.
Our Monitoring and Enforcement. We reserve the right, but do not assume the obligation, to monitor content on and sent through the Services and to investigate any violation of the Podium Terms of Service, including this Policy, or misuse of the Services. We may remove or disable access to any user, content, or resource that violates the Podium Terms of Service or this Policy or any other agreement we have with you for use of the Services. We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate customer information. We may also cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy.
Reporting Violations. If you become aware of any violation of this Policy, you will immediately notify us and provide us with assistance, as requested, to stop or remedy the violation.
Effective August 15th 2022 to October 19th 2022
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Table of Contents
Podium Acceptable Use Policy
This Acceptable Use Policy (the “Policy”) sets out rules applicable to your use of the Podium Corporation, Inc. (“Podium”, “we”, “us” or “our”) Services and Podium Technology, including via our clients’ websites or platforms (the “Services”). The examples described in this Policy are not exhaustive.
This Policy should be read in conjunction with the Podium Terms of Service (“Podium Terms of Service”) (currently available at: https://legal.podium.com/#termsofservice-us) into which it is incorporated by reference. We may suspend, terminate, or take other interim action regarding your access to or use of the Services, if, in our sole judgment, we believe you, directly or indirectly, violated this Policy or authorize or help others to do so.
We may modify this Policy from time to time by posting a revised version on our Website. By using the Services, you agree to the latest version of this Policy. Any capitalized terms not defined in this Policy have the meaning set forth in the Podium Terms of Service.
General Policies/Requirements. We all expect that the messages and communications we want to send and receive will reach the intended recipient(s), unhindered by filtering or other blockers. An important step you can take to make that expectation a reality is to prevent unwanted communications by only sending messages and communications that comply with applicable laws and communications-industry guidelines/standards. To that end, all communications originating from your use of the Podium Services and Podium Technology (including but not limited to SMS, MMS, webchat, Voice, and similar messaging channels available through the Services) are subject to, and must comply with, the Podium Terms of Service, including this Policy, which sets out certain rules and/or prohibitions regarding: Consent (“opt-in”); Revocation of Consent (“opt-out”); Sender identification; Messaging Usage; Prohibited Content; Filtering Evasion; and Enforcement.
Consent Requirements
Standard Consent Requirements. Prior to sending the first message to an individual, you must obtain agreement from the message recipient to communicate with them - this is referred to as "cons ent." You must make clear to the individual they are agreeing to receive messages of the type you're going to send.
You need to keep a record of the consent, such as a copy of the document or form that the message recipient signed, or a timestamp of when the customer completed a sign-up flow or otherwise provided consent. This record of consent must be retained as set forth by local regulations or best practices after the end user opts out of receiving messages.
If you do not send an initial message to that individual within a reasonable period after receiving consent (or as set forth by local regulations or best practices), then you will need to reconfirm consent in the first message you send to that recipient.
The consent applies only to you, and to the specific use that the recipient has consented to. Consent can't be bought, sold, or exchanged. For example, you can't obtain the consent of message recipients by purchasing a phone list from another party. You also can't treat it as blanket consent allowing you to send messages from other brands or companies you may have, or additional messages about other uses for which you haven’t received consent.
Alternative Consent Requirements. While consent is always required and the consent requirements noted above are generally the safest path, there are two scenarios where consent can be received differently.
Contact initiated by an individual
If an individual sends a message to you, you may respond in an exchange with that individual. For example, if an individual texts your phone number asking for your hours of operation, you can respond directly to that individual, relaying your open hours. In such a case, the individual’s inbound message to you constitutes both consent and proof of consent. Remember that the consent is limited only to that particular conversation. Unless you obtain additional consent, don't send messages that are outside that conversation.
Informational content to an individual based on a prior relationship
You may send a message to an individual where you have a prior relationship, provided that individual provided their phone number to you, and has taken some action to trigger the potential communication, and has not opted out or otherwise expressed a preference to not receive messages from you.
Actions can include a button press, alert setup, appointments, or order placements. Examples of acceptable messages in these scenarios include appointment reminders, receipts, one-time passwords, order/shipping/reservation confirmations, drivers coordinating pick-up locations with riders, and repair persons confirming service call times. The message can't attempt to promote a product, convince someone to buy something, or advocate for a social cause.
Periodic Messages and Ongoing Consent.
If you intend to send messages to a recipient on an ongoing basis, you should confirm the recipient’s consent by offering them a clear reminder of how to unsubscribe from those messages using standard opt-out language (defined below). You must also respect the message recipient’s preferences in terms of frequency of contact. You also need to proactively ask individuals to reconfirm their consent as set forth by local regulations and best practices.
Identifying Yourself as the Sender
Every message you send must clearly identify you (the party that obtained the opt-in from the recipient) as the sender, except in follow-up messages of an ongoing conversation.
Opt-out
The initial message that you send to an individual needs to include the following language: “Reply END to unsubscribe,” or the equivalent using another standard opt-out keyword, such as STOP, STOPALL, UNSUBSCRIBE,, and QUIT.
Individuals must have the ability to revoke consent at any time by replying with a standard opt-out keyword. When an individual opts out, you may deliver one final message to confirm that the opt-out has been processed, but any subsequent messages are not allowed. An individual must once again provide consent before you can send any additional messages.
Prohibited Content. You agree that you will not use the Services, or encourage, promote, facilitate, or instruct others to use the Services, to send messages that contain, offer, promote, reference, or link to any information or content related to any of the following:
Solicitations or Advertising. Any messages, communication, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements or otherwise, that are unsolicited or for which you do not have the proper consent from the intended recipient. If you are a Customer of any Podium Client, this includes using the Services to send any such message, communication, or announcement to a Podium Client or any other person or entity.
Illegal, Harmful, or Fraudulent Activities. Any activities that are illegal, that violate the rights of others, or that may be harmful to others, our operations, or reputation, including but not limited to offering, promoting, disseminating, or facilitating:
child pornography, child sexual abuse material, or other sexually exploitative content; fraudulent goods, services, schemes, or promotions;
make-money-fast or “get-rich-quick” schemes (including work-from-home programs, risk investment opportunities, ponzi and pyramid schemes);
high-risk financial services (including payday loans, short-term high-interest loans, third-party auto or mortgage loans, student loans, or cryptocurrency);
third-party lead generation services (such as companies that buy, sell, or share consumer information);
debt collection or forgiveness services (including third-party debt collection, debt consolidation, debt reduction, or credit repair programs)
illegal or regulated substances (including, but not limited to, Cannabis, CBD, or offers for (or payment transactions relating to) Prescription Drugs that cannot be sold over-the-counter);
Gambling;
“SHAFT” use cases (Sex, Hate, Alcohol, Firearms, Tobacco, including vaping-related activities);
phishing or pharming.
Infringing Content. Content that infringes or misappropriates the intellectual property or proprietary rights of others.
Offensive Content. Content that is harassing, defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable.
Harmful Content. Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, or otherwise effect a security breach, including viruses, Trojan horses, worms, time bombs, or cancelbots.
Evasive Content. Content that is designed to intentionally evade filters, detection, or monitoring (see below)
Prohibited Industries. If you are using Podium’s Payment Services, you may not use the services in conjunction with any activities identified as Prohibited Industries, as defined in Podium’s Payment Service Terms.
Message Abuse; Falsification of Identity or Origin. You will not send messages using spam bots or other similar systems, alter or obscure mail headers, provide false identification, or assume a sender’s identity without the sender’s explicit permission. You will also not create a false identity or attempt to mislead others as to the identity of the sender or the origin of any data or communications.
Evasion. You may not use the Services or Podium Technology to evade Podium’s (including our subcontractor’s) or a telecommunications provider’s unwanted messaging detection and prevention mechanisms. Examples of prohibited practices include:
Content designed to evade detection. As noted above, we do not allow content which has been specifically designed to evade detection by unwanted messaging detection and prevention mechanisms. This includes intentionally misspelled words or non-standard opt-out phrases which have been specifically created with the intent to evade these mechanisms.
Snowshoeing. We do not permit snowshoeing, which is defined as spreading similar or identical messages across many phone numbers with the intent or effect of evading unwanted messaging detection and prevention mechanisms.
Use of shared public URL shorteners. Where a web address (i.e., Uniform Resource Locator (URL)) shortener is used, you should not use links that have been shortened using shared public URL shorteners like Bitly or TinyURL. If you want to include shortened URLs in your messages, we recommend using a dedicated short domain.
Reverse Engineering and Related Restrictions. You will not (a) modify or create a derivative work of the Services or any portion thereof; (b) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Services, except to the extent expressly permitted by applicable law and then only upon advance notice to Podium; (c) break or circumvent any security measures or rate limits for the Services; or (d) remove or obscure any proprietary or other notices contained in the Services, including in any reports or output obtained from the Services.
Our Monitoring and Enforcement. We reserve the right, but do not assume the obligation, to monitor content on and sent through the Services and to investigate any violation of the Podium Terms of Service, including this Policy, or misuse of the Services. We may remove or disable access to any user, content, or resource that violates the Podium Terms of Service or this Policy or any other agreement we have with you for use of the Services. We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate customer information. We may also cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy.
Reporting Violations. If you become aware of any violation of this Policy, you will immediately notify us and provide us with assistance, as requested, to stop or remedy the violation.
Effective April 14th 2022 to August 15th 2022
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Table of Contents
Podium Acceptable Use Policy
This Acceptable Use Policy (the “Policy”) sets out rules applicable to your use of the Podium Corporation, Inc. (“Podium”, “we”, “us” or “our”) services, including via our Client’s websites or platforms (the “Services”). The examples described in this Policy are not exhaustive.
This Policy should be read in conjunction with the Podium Terms of Service into which it is incorporated by reference. We may suspend, terminate or take other interim action regarding your use of the Services, if, in our sole judgment, we believe you, directly or indirectly, violated this Policy or authorize or help others to do so.
We may modify this Policy from time to time by posting a revised version on our website podium.com. By using the Services, you agree to the latest version of this Policy. Any capitalized terms not defined in this Policy have the meaning set forth in the Podium Terms of Service.
Prohibited Content. You agree that you will not use the Services, or encourage, promote, facilitate or instruct others to use the Services, to send messages that contain, offer, promote, reference or link to any information or content related to any of the following:
Solicitations or Advertising. Any messages, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements or otherwise, that are unsolicited or for which you do not have the proper consent from the intended recipient. If you are a Customer of any Podium Client, this includes using the Services to send any such message, communication, or announcement to a Podium Client or any other person or entity.
Illegal, Harmful or Fraudulent Activities. Any activities that are illegal, that violate the rights of others, or that may be harmful to others, our operations or reputation, including but not limited to offering, promoting, disseminating, or facilitating:
child pornography, child sexual abuse material, or other sexually exploitative content;
fraudulent goods, services, schemes, or promotions;
make-money-fast or “get-rich-quick” schemes (including work-from-home programs, risk investment opportunities, ponzi and pyramid schemes);
high-risk financial services (including payday loans, short term high-interest loans, third-party auto or mortgage loans, student loans, or cryptocurrency);
third-party lead generation services (such as companies that buy, sell, or share consumer information);
debt collection or forgiveness services (including third-party debt collection, debt consolidation, debt reduction, or credit repair programs)
illegal or regulated substances (including, but not limited to, Cannabis, CBD, Prescription Drugs);
Gambling;
“SHAFT” use cases (Sex, Hate, Alcohol, Firearms, Tobacco, including vaping-related activities);
phishing or pharming.
Infringing Content. Content that infringes or misappropriates the intellectual property or proprietary rights of others.
Offensive Content. Content that is harassing, defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable.
Harmful Content. Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, or otherwise effect a security breach, including viruses, Trojan horses, worms, time bombs, or cancelbots.
Prohibited Industries. If you are using Podium’s Payment Services, you may not use the services in conjunction with any activities identified as Prohibited Industries, as defined in Podium’s Payment Service Terms.
Message Abuse. You will not send messages using bots or other similar automatic-messaging systems, alter or obscure mail headers, provide false identification, or assume a sender’s identity without the sender’s explicit permission.
Reverse Engineering and Related Restrictions. You will not (a) modify or create a derivative work of the Services or any portion thereof; (b) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Services, except to the extent expressly permitted by applicable law and then only upon advance notice to Podium; (c) break or circumvent any security measures or rate limits for Services; or (d) remove or obscure any proprietary or other notices contained in the Services including in any reports or output obtained from the Services.
Our Monitoring and Enforcement. We reserve the right, but do not assume the obligation, to monitor content on and sent through the Services and to investigate any violation of this Policy or misuse of the Services. We may remove or disable access to any user, content or resource that violates this Policy or any other agreement we have with you for use of the Services. We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate customer information. We may also cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy.
Reporting Violations. If you become aware of any violation of this Policy, you will immediately notify us and provide us with assistance, as requested, to stop or remedy the violation.
Effective March 29th 2022 to April 14th 2022
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Table of Contents
Podium Acceptable Use Policy
This Acceptable Use Policy (the “Policy”) sets out rules applicable to your use of the Podium Corporation, Inc. (“Podium”, “we”, “us” or “our”) services, including via our Client’s websites or platforms (the “Services”). The examples described in this Policy are not exhaustive.
This Policy should be read in conjunction with the Podium Terms of Service into which it is incorporated by reference. We may suspend, terminate or take other interim action regarding your use of the Services, if, in our sole judgment, we believe you, directly or indirectly, violated this Policy or authorize or help others to do so.
We may modify this Policy from time to time by posting a revised version on our website podium.com. By using the Services, you agree to the latest version of this Policy. Any capitalized terms not defined in this Policy have the meaning set forth in the Podium Terms of Service.
Prohibited Content. You agree that you will not use the Services, or encourage, promote, facilitate or instruct others to use the Services, to send messages that contain, offer, promote, reference or link to any information or content related to any of the following:
Solicitations or Advertising. Any messages, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements or otherwise, that are unsolicited or for which you do not have the proper consent from the intended recipient. If you are a Customer of any Podium Client, this includes using the Services to send any such message, communication, or announcement to a Podium Client or any other person or entity.
Illegal, Harmful or Fraudulent Activities. Any activities that are illegal, that violate the rights of others, or that may be harmful to others, our operations or reputation, including but not limited to offering, promoting, disseminating, or facilitating:
child pornography, child sexual abuse material, or other sexually exploitative content;
fraudulent goods, services, schemes, or promotions;
make-money-fast or “get-rich-quick” schemes (including work-from-home programs, risk investment opportunities, ponzi and pyramid schemes);
high-risk financial services (including payday loans, short term high-interest loans, third-party auto or mortgage loans, student loans, or cryptocurrency);
third-party lead generation services (such as companies that buy, sell, or share consumer information);
debt collection or forgiveness services (including third-party debt collection, debt consolidation, debt reduction, or credit repair programs)
illegal or regulated substances (including, but not limited to, Cannabis, CBD, Prescription Drugs);
Gambling;
“SHAFT” use cases (Sex, Hate, Alcohol, Firearms, Tobacco, including vaping-related activities);
phishing or pharming.
Infringing Content. Content that infringes or misappropriates the intellectual property or proprietary rights of others.
Offensive Content. Content that is harassing, defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable.
Harmful Content. Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, or otherwise effect a security breach, including viruses, Trojan horses, worms, time bombs, or cancelbots.
Prohibited Industries. If you are using Podium’s Payment Services, you may not use the services in conjunction with any activities identified as Prohibited Industries, as defined in Podium’s Payment Service Terms.
Message Abuse. You will not send messages using bots or other similar automatic-messaging systems, alter or obscure mail headers, provide false identification, or assume a sender’s identity without the sender’s explicit permission.
Reverse Engineering and Related Restrictions. You will not (a) modify or create a derivative work of the Services or any portion thereof; (b) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Services, except to the extent expressly permitted by applicable law and then only upon advance notice to Podium; (c) break or circumvent any security measures or rate limits for Services; or (d) remove or obscure any proprietary or other notices contained in the Services including in any reports or output obtained from the Services.
Our Monitoring and Enforcement. We reserve the right, but do not assume the obligation, to monitor content on and sent through the Services and to investigate any violation of this Policy or misuse of the Services. We may remove or disable access to any user, content or resource that violates this Policy or any other agreement we have with you for use of the Services. We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate customer information. We may also cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy.
Reporting Violations. If you become aware of any violation of this Policy, you will immediately notify us and provide us with assistance, as requested, to stop or remedy the violation.
Payments Service Terms
Version
Effective October 15th 2026
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Table of Contents
Podium Payments Service Terms
By using or accessing Podium’s Payments Service, as defined herein, or by signing or otherwise accepting any Subscription Documentation referencing these terms, you (also referred to as “Client”) agree to be bound by the following terms and conditions (the “Payments Service Terms”).
These Payments Service Terms incorporate by this reference the Podium Terms of Service which, among other terms, contains provisions governing the resolution of claims (see “Disclaimers”, “Limitations of Liability”, “Dispute Resolution”, “General”). In the event of any conflict or inconsistency between these Payments Service Terms and the Podium Terms of Service, these Payments Service Terms will govern.
Capitalized terms used in these Payments Service Terms without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Payments Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references in the Podium Terms of Service to the “Agreement” will include these Payments Service Terms.
DEFINITIONS.
1.1. “Payment Processing Services” means the ability for you to submit, manage, and complete Transactions with your Customers via the Services, and "Payment Processing Service Providers" means payment processors that Podium uses to enable the Payment Processing Services.
1.2. “Payments Service” means the Payment Processing Services, together with such related functionality as Podium may offer from time to time, as provided by Podium and the Payment Service Providers, and “Payment Service Providers” means the third-party service providers used by Podium to facilitate certain features of the Payments Service. Payment Service Providers includes Payment Processing Service Providers, and Podium may add or remove Payment Service Providers from time to time.
1.3. “PCI DSS” means the Payment Card Industry Data Security Standard.
1.4. “Personal Data” means information about an identifiable individual or information that is capable of being used (alone or in combination with other information) to identify an individual (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
1.5. “Transaction” means a request to capture funds for or from a Customer-associated account with respect to a payment from a Customer, and includes the authorization, settlement, and if applicable, disputes, refunds, and reversals, with respect to such payment request. You initiate Transactions by submitting a request to Podium via the Payments Services, and Transactions are enabled by Payment Processing Service Providers.
2. SERVICES.
2.1. Use of the Payments Service. Subject to your performance of your duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide you with access to the Payments Service. Podium will have no obligation to provide any services or perform any tasks not specifically set forth in the Agreement (including any applicable Subscription Documentation).
2.2. Terminal Products. To the extent you use, purchase, or accept any Subscription Documentation that includes any Podium Terminal Products (as defined in the applicable terms), you agree to be bound by the Podium Terminal Terms, as well as the Podium Limited Hardware Warranty and Refund Policy (“Hardware Warranty Policy”), incorporated herein by reference.
2.3. Limited Payments Services. Podium may, from time to time and subject to certain restrictions and/or limitations, make certain limited features of the Payments Service (“Limited Payments Services”), such as initiation of a Transaction, available to you on a preliminary basis before you have verified your PPSP Account (as defined below) or linked a valid bank account (“Client Bank Account”) to your PPSP Account. If you elect to use these Limited Payments Services prior to verifying your PPSP Account or linking a valid Client Bank Account to your PPSP Account, you understand and agree that you will not be able to complete the Transaction(s), including the settlement and disbursement of corresponding funds unless and until you connect a valid Client Bank Account. Any funds associated with your incomplete Transaction(s) will be considered Unclaimed Funds (as defined below) and will be treated accordingly.
2.4. Stored Credentials. Podium may enable functionality in the Payments Service that allows your Customers to store and reuse payment credentials. Stored credentials may be stored on your behalf, or on your Customer’s behalf. If credentials are stored on your behalf, you may subsequently instruct Podium to initiate a Transaction with that Customer using those credentials, provided that you do so in compliance with: (i) the express consent that you have received from the Customer, as documented in writing; and (ii) these Payments Service Terms and the PPSP Agreement. Podium may decline to process any such Transaction that you initiate until it is satisfied that you have met this compliance obligation. If credentials are stored on behalf of a Customer, then you may not use those credentials to initiate a Transaction without express authorization of the Customer – it is up to the Customer to decide whether to reuse those credentials to complete a Transaction. You are not entitled to use stored credentials other than as specified in this section, and you will never be entitled to directly access or export stored credentials.
2.5. Subscription and Recurring Transactions. If you use the Payments Services for subscription or recurring Transactions you must ensure that you do so in accordance with applicable laws and regulations, as well as the rules of the payment method for which you are initiating the subscription or recurring Transaction. Without limiting the previous sentence, you must (a) obtain informed consent from Customers before initiating a series of recurring or subscription Transactions, (b) publish and provide Customers with access to a reasonable process by which Customers may cancel recurring or subscription Transactions, and (c) promptly comply with any cancellation request made to you by a Customer (including requests not made via your standard cancellation process).
PAYMENT PROCESSING SERVICES
3.1. Account Registration. You may access and fully use the Payment Processing Services only after your Payment Processing Service Provider account (“PPSP Account”) has been activated and verified within Podium’s platform. You agree and acknowledge that activation of a PPSP Account is subject to approval by the relevant Payment Processing Service Provider, and such Payment Processing Service Provider may suspend or terminate your PPSP Account at any time in accordance with the PPSP Agreement (as defined below). The information you provide to Podium to facilitate the activation and verification of your PPSP Account must be accurate, current, and complete. Until you have submitted, and Payment Processing Service Provider has reviewed and approved, all required information, your access (if any) to the Payment Processing Services will be on a preliminary, limited basis only, and Podium may terminate your access at any time and for any reason.
3.2. PPSP Agreement. Your use of the Payment Processing Services is conditional upon you accepting the terms and conditions imposed by the relevant Payment Processing Service Provider with respect to the aspects of the Payments Service that it facilitates (each a "PPSP Agreement"). By submitting Transactions via the Payment Processing Services, you must read and agree to PPSP Agreements of the Payment Processing Service Providers that facilitate the processing of payments. Currently, Podium engages Stripe as a Payment Processing Service Provider, and Stripe’s PPSP Agreement is located at https://stripe.com/connect-account/legal. The Stripe entity that enters into the PPSP Agreement with you, and the content of your Stripe PPSP Agreement, will depend upon your location. For the avoidance of doubt, Podium is not a party to any PPSP Agreement. With respect to Transactions processed through the Payment Processing Services, you acknowledge that Podium acts solely as a service provider (as that term is defined under PCI DSS) within your cardholder data environment. You remain the merchant of record and retain full responsibility for your own PCI DSS compliance obligations, including the security of cardholder data within systems and processes under your control. Nothing in this Agreement shall be construed to transfer or delegate your PCI DSS compliance obligations to Podium.
3.3. PPSP Account Management. The PPSP Agreement describes how your PPSP Account will be managed, including (i) the use and administration of any data about you, your Customers, and your Transactions, and (ii) action that may be submitted via your PPSP Account, such as initiating and refunding Transactions, handling disputes and other functions that are or may become available through your PPSP Account. You consent to Podium’s disclosure of your data (which may include Personal Data) to each Payment Processing Service Provider and to each Payment Processing Service Provider’s disclosure of your data (which may include Personal Data) to Podium, as the case may be, for the purpose of facilitating the provision of the Payment Processing Services.
3.4. Responsibility for PPSP Compliance. Podium is not responsible for any non-compliance by any Payment Service Provider with the terms of any PPSP Agreement, any laws, or payment method provider rules, or for the acts or omissions of any Payment Service Provider in providing services to you or your Customers.
3.5. Termination and Suspension by PPSP. If a Payment Processing Service Provider terminates or suspends your PPSP Agreement or PPSP Account, for any reason, Podium may immediately terminate or suspend your use of the Payment Processing Services, without any liability to you.
DATA USE.
4.1. In addition to the Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of the Payments Service, Client grants Podium and its affiliates the worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) collect, use, retain, transfer, and disclose Client Data (including to Podium’s third-party service providers) in order to provide the Payments Service to Client and (ii) enable Podium to use Client Data to: (a) provide the Payments Service; (b) mitigate fraud, financial loss, or other harm; (c) analyze and improve, and incorporate Client Data into, Podium’s products, systems, and tools. Any information, including Personal Data, provided by Client in connection with the Payments Service will be subject to Podium’s Privacy Policy.
4.2. Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable law, provided that to the extent permitted under applicable law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Payments Service Terms) associated with a dispute after the expiration or termination of your applicable Subscription Documentation. If you are located in California, then solely for purposes of the California Consumer Privacy Act of 2018, Cal. Civil Code § 1798.100 et seq. (as may be amended from time to time) (the “CCPA”), (i) Podium is acting as a Service Provider (as defined in the CCPA) for Client as a Business (as defined in the CCPA), (ii) except as set forth herein, Podium is prohibited from selling the Client Data or retaining, using, or disclosing the Client Data for any purpose other than for the specific purpose of performing the Payments Service, (iii) Client hereby instructs Podium that the Business Purpose includes Podium (and its service providers) using and retaining the Client Data internally for the benefit of all of Podium’s clients, including detecting fraud, optimizing e-commerce solutions and similar performance enhancing purposes, and (iv) Podium understands and will comply with these restrictions.
CLIENT OBLIGATIONS.
5.1. Representations and Warranties. Client warrants and represents that it: (i) will comply with this Agreement; (ii) will ensure that its employees, contractors, and agents will at all times comply with the terms of this Agreement; (iii) will only use the Payments Service for bona fide commercial Transactions with its Customers, which have been authorized by those Customers; (iv) will research any Transaction and, if necessary, contact the Customer before completing or fulfilling the Transaction, if Client is unsure if such Transaction is erroneous or suspicious; (v) will be responsible for managing Client’s relationship with its Customers, including communication, selling, and providing products and services, and handling any disputes or returns with such Customers; (vi) will be responsible for providing all notices and obtaining all consents as required under applicable laws or regulations in connection with recurring and subscription Transactions; (vii) will be responsible for providing any other required notices and obtaining all consents as required under applicable laws, rules, regulations, or contract obligations governing any other features of the Payments Service Client uses under this Agreement; and (viii) will ensure that the form and content of any invoices Client generates and sends to its Customers using the Payments Service will comply with applicable law and are sufficient to achieve the legal or tax effects Client is trying to achieve. You affirm that you are solely responsible for the nature and quality of the products or services you provide and for the delivery, support, refunds, returns, and any other ancillary services you provide to your Customers.
5.2. Additional Representations. Client further represents and warrants that it: (i) has obtained necessary consent from the Customers in order for Podium to use Client Data in accordance with these Payments Service Terms, (ii) has provided notices to Customers, as required under applicable law, (iii) if applicable, has obtained consent from Customers to use automated decision making, (iv) has provided Customers with the ability to exercise any access rights as required under applicable law, and (v) complies with any requirements or limitations regarding the processing of Personal Data and data of minors, in each case, to the extent required under applicable law.
5.3. Unauthorized Activity. Client is responsible for any activity initiated using credentials issued by Podium or any Payment Service Provider. Where Podium incurs any losses based on unauthorized activity initiated by Client or on Client’s behalf, Client is financially liable for such losses. Such losses may be deducted from Client’s PPSP Account, or Podium may require Client to pay such losses.
5.4. Chargebacks and Disputes.
5.4.1. Chargeback Liability. Client is solely responsible for all chargebacks, reversals, claims, fines, fees, penalties, and other liability arising from or related to Transactions submitted through the Payments Service ("Chargeback Liability"). Client authorizes Podium to deduct Chargeback Liability from Client's PPSP Account balance, any pending payouts, the Reserve, or the Client Bank Account. If Client's available balances are insufficient to cover Chargeback Liability, Client agrees to pay such amounts within five (5) business days of Podium's demand. Client's Chargeback Liability survives termination of this Agreement.
5.4.2. Prohibited Chargeback Practices. Client shall not, directly or indirectly, encourage, instruct, or advise any Customer or end user to initiate a chargeback, dispute, or reversal with a card issuer, payment network, or financial institution. Violation of this Section constitutes a material breach of this Agreement, and Client shall indemnify Podium against all resulting losses, fines, penalties, and costs (including reasonable attorneys’ fees). Nothing in this Section restricts any consumer’s rights under applicable law.
REQUIREMENTS, LIMITATIONS AND RESTRICTIONS
6.1. Compliance with Laws. You must use the Payments Service in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Payments Service. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions.
6.2. Prohibited Businesses. You may not use the Payments Service to enable any person (including you) to benefit from any activities Podium (or a Payment Service Provider) has identified as a restricted business or activity (“Prohibited Businesses”), including those businesses listed in the Podium Acceptable Use Policy and the Stripe Restricted Business List. “Prohibited Businesses” also includes any country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Assets Control (OFAC). If you are uncertain whether a category of business or activity is restricted or have questions about how these restrictions apply to you, please contact Podium.
6.3. Other Restricted Uses. You may not use the Payments Service to facilitate illegal Transactions or to permit others to use the Payments Service for personal, family, or household purposes. In addition, you may not, and may not allow others to: (i) access or attempt to access non-public systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Payments Service, documentation, or Podium’s website except as expressly permitted by applicable Laws; (iii) act as service bureau or pass-through agent for the PPSP Account with no added value to your Customers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Payments Service or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Payments Service except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Payments Service or affect use by Podium’s other users; or (viii) impose an unreasonable or disproportionately large load on the Payments Service.
6.4. Prohibited Transmissions. You acknowledge that Podium's messaging, review management, and other Services are not designed or intended to store, process, or transmit cardholder data (as defined by the PCI DSS) in the ordinary course of their operation, and these Services operate outside the cardholder data environment. Except through the Payments Service, you shall not, and shall ensure that your Authorized Users and Customers do not, transmit, enter, or otherwise disclose through any Podium Service any of the following: (i) primary account numbers, whether full or partial beyond the last four digits; (ii) card security codes, including card verification values or codes (CVV, CVV2, CVC, or CID); (iii) full magnetic-stripe, chip, or contactless-equivalent track data; (iv) cardholder name in combination with card expiration date, primary account number, or any other authentication data; or (v) any other data element classified as "sensitive authentication data" under the PCI DSS.
6.5. Surcharging.
6.5.1. General. If you impose a surcharge, convenience fee, or similar charge on a Transaction that is assessed specifically because a Customer uses a particular payment card brand, type, or network (“Surcharge”), you are solely responsible for ensuring that the Surcharge complies with all applicable laws, Card Network Rules, and this Agreement. “Card Network Rules” means the bylaws, rules, regulations, and operating procedures of any payment card network, including Visa, Mastercard, American Express, Discover, and eftpos, as amended from time to time.
6.5.2. Prohibited Jurisdictions. You must not impose a Surcharge on any Transaction where surcharging is prohibited by applicable law or Card Network Rules. Without limiting the foregoing, you must not impose a Surcharge on any card transaction processed in Australia. You are responsible for implementing processes and procedures to prevent surcharging in any jurisdiction or on any card network where it is prohibited. In particular, you must not describe a Surcharge as a service fee, handling fee, or other charge to circumvent this Section.
6.5.3. Enforcement. If you impose a Surcharge in violation of this Section, Podium may immediately suspend your access to the Payments Service without prior notice. Podium may also terminate your access to the Payments Service, provided that before exercising a termination right under this subsection, Podium will use commercially reasonable efforts to notify you of the violation and provide a reasonable opportunity (not to exceed two (2) business days) to cure. A repeated violation after cure constitutes a material breach of this Agreement, and Podium may terminate your access to the Payments Service immediately, without further notice or opportunity to cure. Additionally, Podium may restrict or disable surcharging functionality for any Client or jurisdiction at any time if required by Card Network Rules or applicable law.
FEES, SETTLEMENT & PAYOUT SCHEDULE
7.1. Fees. In addition to any other Fees due to Podium under the Subscription Documentation, Client will pay a fee assessed on a per Transaction basis (“Transaction Fee”) and any additional fees for additional features within the Payments Service which may be made available by Podium from time to time (including, if applicable, a fee for use of the Premium Fraud Protection Service) (the Transaction Fees, together with the additional fees (if any), are “Payments Service Fees”, which form part of the Fees, as that term is defined in the Podium Terms of Service).
7.2. Determining Fees. Fees are set by Podium in its sole discretion, and Fees are payable in accordance with these Payments Service Terms, the Podium Terms of Service, and your applicable Subscription Documentation. If no Payments Service Fees are specified on your Subscription Documentation, your use of the Payments Service will be subject to the rates specified in the Payments portal within your Podium Services account. Podium may revise the Payments Service Fees at any time, by providing notice to Client, with the change in Fees effective thirty (30) days from the date of the applicable notice. In addition to the Fees, you must reimburse Podium for any liabilities incurred by Podium as a result of your use of the Payments Service in a manner not permitted by this Agreement or a PPSP Agreement, including penalties and fines. You agree that Podium will have the right to deduct the applicable Fees (including the Payments Service Fees) and any amounts otherwise due to Podium from your PPSP Account. If your PPSP Account balance is insufficient, Podium may debit the Client Bank Account to recover owed amounts.
7.3. Settlement. Podium will arrange to settle Transaction funds to your Client Bank Account in accordance with the Payout Schedule (defined below). You affirm that the account you designate as your Client Bank Account for the purposes of this agreement is: (i) owned by you, and (ii) titled in your legal name or trade name. You also affirm that you are authorized to initiate settlements to and debits from the Client Bank Account you designate. You also agree that Podium has the right to withhold settlement to your Client Bank Account if we reasonably determine that we have incurred or may incur losses resulting from credit, fraud, or other legal risks associated with your use of the Payments Service. If we exercise our right to withhold the settlement of funds for any reason, we will communicate the general reason for withholding the funds and give you a timeline and description of the preconditions that must be satisfied for releasing the funds. Additionally, if a refund or reversal is processed for any Transaction you complete using the Payments Service, you understand and agree that the initial Transaction Fees for the related Transaction will not be refunded back to you, unless the applicable Transaction is refunded before 9 p.m. local time on the same calendar day on which the Transaction was initiated.
7.4. Payout Schedule. In your Podium dashboard, Podium will specify the frequency of payouts of your balance to your Client Bank Account (“Payout Schedule”). The Payout Schedule may vary depending on your Podium Account type, and Podium may delay or withhold a payout, notwithstanding the Payout Schedule, if Podium is entitled to do so under this Agreement. The Payout Schedule refers to the time at which Podium will attempt to initiate a payout, and Podium will not be responsible for any nonconformance with the Payout Schedule due to the acts or omissions of any third party (e.g., a telecommunications provider or financial institution). The payout amount may also take some time to appear in your Client Bank Account balance, due to the operation of systems outside of Podium’s control.
7.5. Reserve & Security Interest. If Podium determines your use of the Payments Service exposes or is likely to expose Podium to liability, Podium may set an amount of funds that Podium will hold to offset this risk (“Reserve”). Podium may fund the Reserve from your PPSP Account balance, from funds that you provide, or by debiting the Client Bank Account, and Podium may use the Reserve to offset any amounts that you owe Podium. A failure to fund a Reserve as required by Podium will constitute a breach of this Agreement, and Podium may hold the Reserve until Podium determines that it is no longer necessary. Client grants Podium a lien and security interest in the Reserve and agrees to execute any documents Podium reasonably requests to create, perfect, maintain, and enforce this security interest.
7.6. Unclaimed Funds or Dormant Accounts. If you leave any funds dormant in a PPSP Account, or if you do not link and/or maintain a link to a valid Client Bank Account, you may have a balance that is deemed “unclaimed” or “abandoned” under applicable law (“Unclaimed Funds”). In such an event, Podium may be required by law to deliver the Unclaimed Funds to various government agencies. To the extent required by applicable law, Podium will give you notice if we hold Unclaimed Funds payable to you in an account beyond the applicable dormancy period for abandoned property. If Podium or the Payment Processing Service Provider is unable to contact you, we will treat the Unclaimed Funds in your PPSP Account as abandoned and will deliver them to the appropriate government authority.
7.7. Right to Setoff; ACH Authorization. Podium may, without prior notice, setoff, deduct, or recoup any amounts Client owes to Podium (whether under this Agreement or otherwise, and whether liquidated or unliquidated, matured or unmatured, or contingent or fixed) from: (a) Client's PPSP Account balance; (b) any pending settlement or payout; (c) the Reserve; or (d) the Client Bank Account. Client irrevocably authorizes Podium to initiate ACH debits or credits to the Client Bank Account to effectuate this right. Client also agrees to be bound by the Nacha Operating Rules, as applicable, under this Agreement, and authorizes Podium to debit the Client Bank Account for Fees when due, whether or not Client’s PPSP Account balance is sufficient.This right of setoff is in addition to any other remedies available to Podium.
SUSPENSION & TERMINATION
8.1. Podium may refuse, condition, or suspend any Transactions that we believe: (i) may violate this Agreement; (ii) are unauthorized, fraudulent, or illegal; or (iii) expose you, Podium, or others to risks unacceptable to Podium. If we suspect or know that you are using or have used the Payments Service for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your PPSP Account, your Customers, and Transactions made through your use of the Payments Services.
8.2. Podium may also suspend your access to and/or use of the Payments Service, your PPSP Account, and your access to funds in your account, or terminate this Agreement, at any time if you are in breach of this Agreement, a PPSP Agreement, or Podium believes that your continued use of the Payments Service creates, or is likely to create a risk of harm to Podium, a Customer, or any other third party.
8.3. Termination of the Payments Service Terms means that you will no longer be authorized to access the Payments Service, which includes the ability to submit Transactions via the Payment Processing Services, however, termination will not affect your continued liability with respect to Transactions that you submit prior to date of termination.
LIMITATIONS ON PODIUM’S LIABILITY; INDEMNIFICATION
9.1. Podium is not responsible for Client’s obligations to its Customers (including properly describing and delivering the goods or services being sold to Customers). You are solely responsible for, and Podium expressly disclaims all liability for, your compliance with applicable laws and obligations related to your provision of the goods or services to your Customers. This may include providing customer service, notification, and handling of refunds or Customer complaints, provision of receipts, registering your legal entity, or other actions not related to the Services. You agree to indemnify Podium for any losses we incur based on your failure to properly describe or deliver goods or services, or comply with your legal or contractual obligations to any Payment Service Provider or your Customers.
9.2. Client agrees to defend, indemnify, and hold harmless Podium, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) Client's use of the Payments Service; (b) Client's breach of this Agreement or any PPSP Agreement; (c) Client's products or services, including the description, quality, delivery, returns, refunds, and any dispute with a Customer or failure to comply with Client’s legal or contractual obligations to Customers or any Payment Service Provider; (d) any Transaction submitted by Client, including chargebacks, reversals, and fraud; (e) any fines, penalties, or assessments imposed by any payment network, regulatory authority, or governmental body; (f) Client’s imposition of Surcharges in violation of this Agreement; and (g) any unauthorized or fraudulent activity associated with Client's account or credentials.
9.3. This Section is in addition to, and does not limit in any way, the risk allocation provisions of the Podium Terms of Service.
ADDITIONAL SERVICES
10.1. From time to time, Podium may offer Services that supplement the Payments Service (“Additional Services”). Additional Services are Payments Services that are subject to additional terms and conditions, and you accept the relevant additional terms and conditions when you use an Additional Service.
10.2. The additional terms and conditions applicable to Additional Services currently offered via Podium are described below.
10.2.1. Podium Premium Fraud Protection Service. If you use the Podium Premium Fraud Protection Service, you agree to be bound by the Podium Premium Fraud Protection Service Terms.
10.2.2. Terminal Products. If you use Podium Terminal Products (as defined in the applicable terms), you agree to be bound by the Podium Terminal Terms. Terminal Products are also subject to the Hardware Warranty Policy.
10.2.3. Stripe Capital. Podium may facilitate your access to Stripe Capital. Stripe Capital is a financing service offered by Stripe, and not by Podium, and your obligations with respect to Stripe Capital will be solely between you, Stripe, and such other third parties selected by Stripe and named in the agreement that you enter into in order to access the Stripe Capital financing. If you obtain financing from Stripe Capital, you agree to abide by the restrictions set out in your Stripe Capital agreement, which includes a requirement that the Stripe Capital financing may only be used for bona fide business purchases, and a prohibition on you using a non-Stripe payment processor until such time as you have repaid the Stripe Capital financing.
10.3. Podium may at any time add or remove services from the list of available Additional Services or change the additional terms that apply to usage of an Additional Service.
Effective October 8th 2026 to October 15th 2026
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Table of Contents
Podium Payments Service Terms
By using or accessing Podium’s Payments Service, as defined herein, or by signing or otherwise accepting any Subscription Documentation referencing these terms, you (also referred to as “Client”) agree to be bound by the following terms and conditions (the “Payments Service Terms”).
These Payments Service Terms incorporate by this reference the Podium Terms of Service which, among other terms, contains provisions governing the resolution of claims (see “Disclaimers”, “Limitations of Liability”, “Dispute Resolution”, “General”). In the event of any conflict or inconsistency between these Payments Service Terms and the Podium Terms of Service, these Payments Service Terms will govern.
Capitalized terms used in these Payments Service Terms without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Payments Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references in the Podium Terms of Service to the “Agreement” will include these Payments Service Terms.
DEFINITIONS.
1.1. “Payment Processing Services” means the ability for you to submit, manage, and complete Transactions with your Customers via the Services, and "Payment Processing Service Providers" means payment processors that Podium uses to enable the Payment Processing Services.
1.2. “Payments Service” means the Payment Processing Services, together with such related functionality as Podium may offer from time to time, as provided by Podium and the Payment Service Providers, and “Payment Service Providers” means the third-party service providers used by Podium to facilitate certain features of the Payments Service. Payment Service Providers includes Payment Processing Service Providers, and Podium may add or remove Payment Service Providers from time to time.
1.3. “PCI DSS” means the Payment Card Industry Data Security Standard.
1.4. “Personal Data” means information about an identifiable individual or information that is capable of being used (alone or in combination with other information) to identify an individual (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
1.5. “Transaction” means a request to capture funds for or from a Customer-associated account with respect to a payment from a Customer, and includes the authorization, settlement, and if applicable, disputes, refunds, and reversals, with respect to such payment request. You initiate Transactions by submitting a request to Podium via the Payments Services, and Transactions are enabled by Payment Processing Service Providers.
2. SERVICES.
2.1. Use of the Payments Service. Subject to your performance of your duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide you with access to the Payments Service. Podium will have no obligation to provide any services or perform any tasks not specifically set forth in the Agreement (including any applicable Subscription Documentation).
2.2. Terminal Products. To the extent you use, purchase, or accept any Subscription Documentation that includes any Podium Terminal Products (as defined in the applicable terms), you agree to be bound by the Podium Terminal Terms, as well as the Podium Limited Hardware Warranty and Refund Policy (“Hardware Warranty Policy”), incorporated herein by reference.
2.3. Limited Payments Services. Podium may, from time to time and subject to certain restrictions and/or limitations, make certain limited features of the Payments Service (“Limited Payments Services”), such as initiation of a Transaction, available to you on a preliminary basis before you have verified your PPSP Account (as defined below) or linked a valid bank account (“Client Bank Account”) to your PPSP Account. If you elect to use these Limited Payments Services prior to verifying your PPSP Account or linking a valid Client Bank Account to your PPSP Account, you understand and agree that you will not be able to complete the Transaction(s), including the settlement and disbursement of corresponding funds unless and until you connect a valid Client Bank Account. Any funds associated with your incomplete Transaction(s) will be considered Unclaimed Funds (as defined below) and will be treated accordingly.
2.4. Stored Credentials. Podium may enable functionality in the Payments Service that allows your Customers to store and reuse payment credentials. Stored credentials may be stored on your behalf, or on your Customer’s behalf. If credentials are stored on your behalf, you may subsequently instruct Podium to initiate a Transaction with that Customer using those credentials, provided that you do so in compliance with: (i) the express consent that you have received from the Customer, as documented in writing; and (ii) these Payments Service Terms and the PPSP Agreement. Podium may decline to process any such Transaction that you initiate until it is satisfied that you have met this compliance obligation. If credentials are stored on behalf of a Customer, then you may not use those credentials to initiate a Transaction without express authorization of the Customer – it is up to the Customer to decide whether to reuse those credentials to complete a Transaction. You are not entitled to use stored credentials other than as specified in this section, and you will never be entitled to directly access or export stored credentials.
2.5. Subscription and Recurring Transactions. If you use the Payments Services for subscription or recurring Transactions you must ensure that you do so in accordance with applicable laws and regulations, as well as the rules of the payment method for which you are initiating the subscription or recurring Transaction. Without limiting the previous sentence, you must (a) obtain informed consent from Customers before initiating a series of recurring or subscription Transactions, (b) publish and provide Customers with access to a reasonable process by which Customers may cancel recurring or subscription Transactions, and (c) promptly comply with any cancellation request made to you by a Customer (including requests not made via your standard cancellation process).
PAYMENT PROCESSING SERVICES
3.1. Account Registration. You may access and fully use the Payment Processing Services only after your Payment Processing Service Provider account (“PPSP Account”) has been activated and verified within Podium’s platform. You agree and acknowledge that activation of a PPSP Account is subject to approval by the relevant Payment Processing Service Provider, and such Payment Processing Service Provider may suspend or terminate your PPSP Account at any time in accordance with the PPSP Agreement (as defined below). The information you provide to Podium to facilitate the activation and verification of your PPSP Account must be accurate, current, and complete. Until you have submitted, and Payment Processing Service Provider has reviewed and approved, all required information, your access (if any) to the Payment Processing Services will be on a preliminary, limited basis only, and Podium may terminate your access at any time and for any reason.
3.2. PPSP Agreement. Your use of the Payment Processing Services is conditional upon you accepting the terms and conditions imposed by the relevant Payment Processing Service Provider with respect to the aspects of the Payments Service that it facilitates (each a "PPSP Agreement"). By submitting Transactions via the Payment Processing Services, you must read and agree to PPSP Agreements of the Payment Processing Service Providers that facilitate the processing of payments. Currently, Podium engages Stripe as a Payment Processing Service Provider, and Stripe’s PPSP Agreement is located at https://stripe.com/connect-account/legal. The Stripe entity that enters into the PPSP Agreement with you, and the content of your Stripe PPSP Agreement, will depend upon your location. For the avoidance of doubt, Podium is not a party to any PPSP Agreement. With respect to Transactions processed through the Payment Processing Services, you acknowledge that Podium acts solely as a service provider (as that term is defined under PCI DSS) within your cardholder data environment. You remain the merchant of record and retain full responsibility for your own PCI DSS compliance obligations, including the security of cardholder data within systems and processes under your control. Nothing in this Agreement shall be construed to transfer or delegate your PCI DSS compliance obligations to Podium.
3.3. PPSP Account Management. The PPSP Agreement describes how your PPSP Account will be managed, including (i) the use and administration of any data about you, your Customers, and your Transactions, and (ii) action that may be submitted via your PPSP Account, such as initiating and refunding Transactions, handling disputes and other functions that are or may become available through your PPSP Account. You consent to Podium’s disclosure of your data (which may include Personal Data) to each Payment Processing Service Provider and to each Payment Processing Service Provider’s disclosure of your data (which may include Personal Data) to Podium, as the case may be, for the purpose of facilitating the provision of the Payment Processing Services.
3.4. Responsibility for PPSP Compliance. Podium is not responsible for any non-compliance by any Payment Service Provider with the terms of any PPSP Agreement, any laws, or payment method provider rules, or for the acts or omissions of any Payment Service Provider in providing services to you or your Customers.
3.5. Termination and Suspension by PPSP. If a Payment Processing Service Provider terminates or suspends your PPSP Agreement or PPSP Account, for any reason, Podium may immediately terminate or suspend your use of the Payment Processing Services, without any liability to you.
DATA USE.
4.1. In addition to the Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of the Payments Service, Client grants Podium and its affiliates the worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) collect, use, retain, transfer, and disclose Client Data (including to Podium’s third-party service providers) in order to provide the Payments Service to Client and (ii) enable Podium to use Client Data to: (a) provide the Payments Service; (b) mitigate fraud, financial loss, or other harm; (c) analyze and improve, and incorporate Client Data into, Podium’s products, systems, and tools. Any information, including Personal Data, provided by Client in connection with the Payments Service will be subject to Podium’s Privacy Policy.
4.2. Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable law, provided that to the extent permitted under applicable law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Payments Service Terms) associated with a dispute after the expiration or termination of your applicable Subscription Documentation. If you are located in California, then solely for purposes of the California Consumer Privacy Act of 2018, Cal. Civil Code § 1798.100 et seq. (as may be amended from time to time) (the “CCPA”), (i) Podium is acting as a Service Provider (as defined in the CCPA) for Client as a Business (as defined in the CCPA), (ii) except as set forth herein, Podium is prohibited from selling the Client Data or retaining, using, or disclosing the Client Data for any purpose other than for the specific purpose of performing the Payments Service, (iii) Client hereby instructs Podium that the Business Purpose includes Podium (and its service providers) using and retaining the Client Data internally for the benefit of all of Podium’s clients, including detecting fraud, optimizing e-commerce solutions and similar performance enhancing purposes, and (iv) Podium understands and will comply with these restrictions.
CLIENT OBLIGATIONS.
5.1. Representations and Warranties. Client warrants and represents that it: (i) will comply with this Agreement; (ii) will ensure that its employees, contractors, and agents will at all times comply with the terms of this Agreement; (iii) will only use the Payments Service for bona fide commercial Transactions with its Customers, which have been authorized by those Customers; (iv) will research any Transaction and, if necessary, contact the Customer before completing or fulfilling the Transaction, if Client is unsure if such Transaction is erroneous or suspicious; (v) will be responsible for managing Client’s relationship with its Customers, including communication, selling, and providing products and services, and handling any disputes or returns with such Customers; (vi) will be responsible for providing all notices and obtaining all consents as required under applicable laws or regulations in connection with recurring and subscription Transactions; (vii) will be responsible for providing any other required notices and obtaining all consents as required under applicable laws, rules, regulations, or contract obligations governing any other features of the Payments Service Client uses under this Agreement; and (viii) will ensure that the form and content of any invoices Client generates and sends to its Customers using the Payments Service will comply with applicable law and are sufficient to achieve the legal or tax effects Client is trying to achieve. You affirm that you are solely responsible for the nature and quality of the products or services you provide and for the delivery, support, refunds, returns, and any other ancillary services you provide to your Customers.
5.2. Additional Representations. Client further represents and warrants that it: (i) has obtained necessary consent from the Customers in order for Podium to use Client Data in accordance with these Payments Service Terms, (ii) has provided notices to Customers, as required under applicable law, (iii) if applicable, has obtained consent from Customers to use automated decision making, (iv) has provided Customers with the ability to exercise any access rights as required under applicable law, and (v) complies with any requirements or limitations regarding the processing of Personal Data and data of minors, in each case, to the extent required under applicable law.
5.3. Unauthorized Activity. Client is responsible for any activity initiated using credentials issued by Podium or any Payment Service Provider. Where Podium incurs any losses based on unauthorized activity initiated by Client or on Client’s behalf, Client is financially liable for such losses. Such losses may be deducted from Client’s PPSP Account, or Podium may require Client to pay such losses.
5.4. Chargebacks and Disputes.
5.4.1. Chargeback Liability. Client is solely responsible for all chargebacks, reversals, claims, fines, fees, penalties, and other liability arising from or related to Transactions submitted through the Payments Service ("Chargeback Liability"). Client authorizes Podium to deduct Chargeback Liability from Client's PPSP Account balance, any pending payouts, the Reserve, or the Client Bank Account. If Client's available balances are insufficient to cover Chargeback Liability, Client agrees to pay such amounts within five (5) business days of Podium's demand. Client's Chargeback Liability survives termination of this Agreement.
5.4.2. Prohibited Chargeback Practices. Client shall not, directly or indirectly, encourage, instruct, or advise any Customer or end user to initiate a chargeback, dispute, or reversal with a card issuer, payment network, or financial institution. Violation of this Section constitutes a material breach of this Agreement, and Client shall indemnify Podium against all resulting losses, fines, penalties, and costs (including reasonable attorneys’ fees). Nothing in this Section restricts any consumer’s rights under applicable law.
REQUIREMENTS, LIMITATIONS AND RESTRICTIONS
6.1. Compliance with Laws. You must use the Payments Service in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Payments Service. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions.
6.2. Prohibited Businesses. You may not use the Payments Service to enable any person (including you) to benefit from any activities Podium (or a Payment Service Provider) has identified as a restricted business or activity (“Prohibited Businesses”), including those businesses listed in the Podium Acceptable Use Policy and the Stripe Restricted Business List. “Prohibited Businesses” also includes any country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Assets Control (OFAC). If you are uncertain whether a category of business or activity is restricted or have questions about how these restrictions apply to you, please contact Podium.
6.3. Other Restricted Uses. You may not use the Payments Service to facilitate illegal Transactions or to permit others to use the Payments Service for personal, family, or household purposes. In addition, you may not, and may not allow others to: (i) access or attempt to access non-public systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Payments Service, documentation, or Podium’s website except as expressly permitted by applicable Laws; (iii) act as service bureau or pass-through agent for the PPSP Account with no added value to your Customers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Payments Service or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Payments Service except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Payments Service or affect use by Podium’s other users; or (viii) impose an unreasonable or disproportionately large load on the Payments Service.
6.4. Prohibited Transmissions. You acknowledge that Podium's messaging, review management, and other Services are not designed or intended to store, process, or transmit cardholder data (as defined by the PCI DSS) in the ordinary course of their operation, and these Services operate outside the cardholder data environment. Except through the Payments Service, you shall not, and shall ensure that your Authorized Users and Customers do not, transmit, enter, or otherwise disclose through any Podium Service any of the following: (i) primary account numbers, whether full or partial beyond the last four digits; (ii) card security codes, including card verification values or codes (CVV, CVV2, CVC, or CID); (iii) full magnetic-stripe, chip, or contactless-equivalent track data; (iv) cardholder name in combination with card expiration date, primary account number, or any other authentication data; or (v) any other data element classified as "sensitive authentication data" under the PCI DSS.
6.5. Surcharging.
6.5.1. General. If you impose a surcharge, convenience fee, or similar charge on a Transaction that is assessed specifically because a Customer uses a particular payment card brand, type, or network (“Surcharge”), you are solely responsible for ensuring that the Surcharge complies with all applicable laws, Card Network Rules, and this Agreement. “Card Network Rules” means the bylaws, rules, regulations, and operating procedures of any payment card network, including Visa, Mastercard, American Express, Discover, and eftpos, as amended from time to time.
6.5.2. Prohibited Jurisdictions. You must not impose a Surcharge on any Transaction where surcharging is prohibited by applicable law or Card Network Rules. Without limiting the foregoing, you must not impose a Surcharge on any card transaction processed in Australia. You are responsible for implementing processes and procedures to prevent surcharging in any jurisdiction or on any card network where it is prohibited. In particular, you must not describe a Surcharge as a service fee, handling fee, or other charge to circumvent this Section.
6.5.3. Enforcement. If you impose a Surcharge in violation of this Section, Podium may immediately suspend your access to the Payments Service without prior notice. Podium may also terminate your access to the Payments Service, provided that before exercising a termination right under this subsection, Podium will use commercially reasonable efforts to notify you of the violation and provide a reasonable opportunity (not to exceed two (2) business days) to cure. A repeated violation after cure constitutes a material breach of this Agreement, and Podium may terminate your access to the Payments Service immediately, without further notice or opportunity to cure. Additionally, Podium may restrict or disable surcharging functionality for any Client or jurisdiction at any time if required by Card Network Rules or applicable law.
FEES, SETTLEMENT & PAYOUT SCHEDULE
7.1. Fees. In addition to any other Fees due to Podium under the Subscription Documentation, Client will pay a fee assessed on a per Transaction basis (“Transaction Fee”) and any additional fees for additional features within the Payments Service which may be made available by Podium from time to time (including, if applicable, a fee for use of the Premium Fraud Protection Service) (the Transaction Fees, together with the additional fees (if any), are “Payments Service Fees”, which form part of the Fees, as that term is defined in the Podium Terms of Service).
7.2. Determining Fees. Fees are set by Podium in its sole discretion, and Fees are payable in accordance with these Payments Service Terms, the Podium Terms of Service, and your applicable Subscription Documentation. If no Payments Service Fees are specified on your Subscription Documentation, your use of the Payments Service will be subject to the rates specified in the Payments portal within your Podium Services account. Podium may revise the Payments Service Fees at any time, by providing notice to Client, with the change in Fees effective thirty (30) days from the date of the applicable notice. In addition to the Fees, you must reimburse Podium for any liabilities incurred by Podium as a result of your use of the Payments Service in a manner not permitted by this Agreement or a PPSP Agreement, including penalties and fines. You agree that Podium will have the right to deduct the applicable Fees (including the Payments Service Fees) and any amounts otherwise due to Podium from your PPSP Account. If your PPSP Account balance is insufficient, Podium may debit the Client Bank Account to recover owed amounts.
7.3. Settlement. Podium will arrange to settle Transaction funds to your Client Bank Account in accordance with the Payout Schedule (defined below). You affirm that the account you designate as your Client Bank Account for the purposes of this agreement is: (i) owned by you, and (ii) titled in your legal name or trade name. You also affirm that you are authorized to initiate settlements to and debits from the Client Bank Account you designate. You also agree that Podium has the right to withhold settlement to your Client Bank Account if we reasonably determine that we have incurred or may incur losses resulting from credit, fraud, or other legal risks associated with your use of the Payments Service. If we exercise our right to withhold the settlement of funds for any reason, we will communicate the general reason for withholding the funds and give you a timeline and description of the preconditions that must be satisfied for releasing the funds. Additionally, if a refund or reversal is processed for any Transaction you complete using the Payments Service, you understand and agree that the initial Transaction Fees for the related Transaction will not be refunded back to you, unless the applicable Transaction is refunded before 9 p.m. local time on the same calendar day on which the Transaction was initiated.
7.4. Payout Schedule. In your Podium dashboard, Podium will specify the frequency of payouts of your balance to your Client Bank Account (“Payout Schedule”). The Payout Schedule may vary depending on your Podium Account type, and Podium may delay or withhold a payout, notwithstanding the Payout Schedule, if Podium is entitled to do so under this Agreement. The Payout Schedule refers to the time at which Podium will attempt to initiate a payout, and Podium will not be responsible for any nonconformance with the Payout Schedule due to the acts or omissions of any third party (e.g., a telecommunications provider or financial institution). The payout amount may also take some time to appear in your Client Bank Account balance, due to the operation of systems outside of Podium’s control.
7.5. Reserve & Security Interest. If Podium determines your use of the Payments Service exposes or is likely to expose Podium to liability, Podium may set an amount of funds that Podium will hold to offset this risk (“Reserve”). Podium may fund the Reserve from your PPSP Account balance, from funds that you provide, or by debiting the Client Bank Account, and Podium may use the Reserve to offset any amounts that you owe Podium. A failure to fund a Reserve as required by Podium will constitute a breach of this Agreement, and Podium may hold the Reserve until Podium determines that it is no longer necessary. Client grants Podium a lien and security interest in the Reserve and agrees to execute any documents Podium reasonably requests to create, perfect, maintain, and enforce this security interest.
7.6. Unclaimed Funds or Dormant Accounts. If you leave any funds dormant in a PPSP Account, or if you do not link and/or maintain a link to a valid Client Bank Account, you may have a balance that is deemed “unclaimed” or “abandoned” under applicable law (“Unclaimed Funds”). In such an event, Podium may be required by law to deliver the Unclaimed Funds to various government agencies. To the extent required by applicable law, Podium will give you notice if we hold Unclaimed Funds payable to you in an account beyond the applicable dormancy period for abandoned property. If Podium or the Payment Processing Service Provider is unable to contact you, we will treat the Unclaimed Funds in your PPSP Account as abandoned and will deliver them to the appropriate government authority.
7.7. Right to Setoff; ACH Authorization. Podium may, without prior notice, setoff, deduct, or recoup any amounts Client owes to Podium (whether under this Agreement or otherwise, and whether liquidated or unliquidated, matured or unmatured, or contingent or fixed) from: (a) Client's PPSP Account balance; (b) any pending settlement or payout; (c) the Reserve; or (d) the Client Bank Account. Client irrevocably authorizes Podium to initiate ACH debits or credits to the Client Bank Account to effectuate this right. Client also agrees to be bound by the Nacha Operating Rules, as applicable, under this Agreement, and authorizes Podium to debit the Client Bank Account for Fees when due, whether or not Client’s PPSP Account balance is sufficient.This right of setoff is in addition to any other remedies available to Podium.
SUSPENSION & TERMINATION
8.1. Podium may refuse, condition, or suspend any Transactions that we believe: (i) may violate this Agreement; (ii) are unauthorized, fraudulent, or illegal; or (iii) expose you, Podium, or others to risks unacceptable to Podium. If we suspect or know that you are using or have used the Payments Service for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your PPSP Account, your Customers, and Transactions made through your use of the Payments Services.
8.2. Podium may also suspend your access to and/or use of the Payments Service, your PPSP Account, and your access to funds in your account, or terminate this Agreement, at any time if you are in breach of this Agreement, a PPSP Agreement, or Podium believes that your continued use of the Payments Service creates, or is likely to create a risk of harm to Podium, a Customer, or any other third party.
8.3. Termination of the Payments Service Terms means that you will no longer be authorized to access the Payments Service, which includes the ability to submit Transactions via the Payment Processing Services, however, termination will not affect your continued liability with respect to Transactions that you submit prior to date of termination.
LIMITATIONS ON PODIUM’S LIABILITY; INDEMNIFICATION
9.1. Podium is not responsible for Client’s obligations to its Customers (including properly describing and delivering the goods or services being sold to Customers). You are solely responsible for, and Podium expressly disclaims all liability for, your compliance with applicable laws and obligations related to your provision of the goods or services to your Customers. This may include providing customer service, notification, and handling of refunds or Customer complaints, provision of receipts, registering your legal entity, or other actions not related to the Services. You agree to indemnify Podium for any losses we incur based on your failure to properly describe or deliver goods or services, or comply with your legal or contractual obligations to any Payment Service Provider or your Customers.
9.2. Client agrees to defend, indemnify, and hold harmless Podium, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) Client's use of the Payments Service; (b) Client's breach of this Agreement or any PPSP Agreement; (c) Client's products or services, including the description, quality, delivery, returns, refunds, and any dispute with a Customer or failure to comply with Client’s legal or contractual obligations to Customers or any Payment Service Provider; (d) any Transaction submitted by Client, including chargebacks, reversals, and fraud; (e) any fines, penalties, or assessments imposed by any payment network, regulatory authority, or governmental body; (f) Client’s imposition of Surcharges in violation of this Agreement; and (g) any unauthorized or fraudulent activity associated with Client's account or credentials.
9.3. This Section is in addition to, and does not limit in any way, the risk allocation provisions of the Podium Terms of Service.
ADDITIONAL SERVICES
10.1. From time to time, Podium may offer Services that supplement the Payments Service (“Additional Services”). Additional Services are Payments Services that are subject to additional terms and conditions, and you accept the relevant additional terms and conditions when you use an Additional Service.
10.2. The additional terms and conditions applicable to Additional Services currently offered via Podium are described below.
10.2.1. Podium Premium Fraud Protection Service. If you use the Podium Premium Fraud Protection Service, you agree to be bound by the Podium Premium Fraud Protection Service Terms.
10.2.2. Terminal Products. If you use Podium Terminal Products (as defined in the applicable terms), you agree to be bound by the Podium Terminal Terms. Terminal Products are also subject to the Hardware Warranty Policy.
10.2.3. Stripe Capital. Podium may facilitate your access to Stripe Capital. Stripe Capital is a financing service offered by Stripe, and not by Podium, and your obligations with respect to Stripe Capital will be solely between you, Stripe, and such other third parties selected by Stripe and named in the agreement that you enter into in order to access the Stripe Capital financing. If you obtain financing from Stripe Capital, you agree to abide by the restrictions set out in your Stripe Capital agreement, which includes a requirement that the Stripe Capital financing may only be used for bona fide business purchases, and a prohibition on you using a non-Stripe payment processor until such time as you have repaid the Stripe Capital financing.
10.3. Podium may at any time add or remove services from the list of available Additional Services or change the additional terms that apply to usage of an Additional Service.
Effective October 1st 2026 to October 8th 2026
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Table of Contents
Podium Payments Service Terms
By using or accessing Podium’s Payments Service, as defined herein, or by signing or otherwise accepting any Subscription Documentation referencing these terms, you (also referred to as “Client”) agree to be bound by the following terms and conditions (the “Payments Service Terms”).
These Payments Service Terms incorporate by this reference the Podium Terms of Service which, among other terms, contains provisions governing the resolution of claims (see “Disclaimers”, “Limitations of Liability”, “Dispute Resolution”, “General”). In the event of any conflict or inconsistency between these Payments Service Terms and the Podium Terms of Service, these Payments Service Terms will govern.
Capitalized terms used in these Payments Service Terms without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Payments Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references in the Podium Terms of Service to the “Agreement” will include these Payments Service Terms.
DEFINITIONS.
1.1. “Payment Processing Services” means the ability for you to submit, manage, and complete Transactions with your Customers via the Services, and "Payment Processing Service Providers" means payment processors that Podium uses to enable the Payment Processing Services.
1.2. “Payments Service” means the Payment Processing Services, together with such related functionality as Podium may offer from time to time, as provided by Podium and the Payment Service Providers, and “Payment Service Providers” means the third-party service providers used by Podium to facilitate certain features of the Payments Service. Payment Service Providers includes Payment Processing Service Providers, and Podium may add or remove Payment Service Providers from time to time.
1.3. “PCI DSS” means the Payment Card Industry Data Security Standard.
1.4. “Personal Data” means information about an identifiable individual or information that is capable of being used (alone or in combination with other information) to identify an individual (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
1.5. “Transaction” means a request to capture funds for or from a Customer-associated account with respect to a payment from a Customer, and includes the authorization, settlement, and if applicable, disputes, refunds, and reversals, with respect to such payment request. You initiate Transactions by submitting a request to Podium via the Payments Services, and Transactions are enabled by Payment Processing Service Providers.
2. SERVICES.
2.1. Use of the Payments Service. Subject to your performance of your duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide you with access to the Payments Service. Podium will have no obligation to provide any services or perform any tasks not specifically set forth in the Agreement (including any applicable Subscription Documentation).
2.2. Terminal Products. To the extent you use, purchase, or accept any Subscription Documentation that includes any Podium Terminal Products (as defined in the applicable terms), you agree to be bound by the Podium Terminal Terms, as well as the Podium Limited Hardware Warranty and Refund Policy (“Hardware Warranty Policy”), incorporated herein by reference.
2.3. Limited Payments Services. Podium may, from time to time and subject to certain restrictions and/or limitations, make certain limited features of the Payments Service (“Limited Payments Services”), such as initiation of a Transaction, available to you on a preliminary basis before you have verified your PPSP Account (as defined below) or linked a valid bank account (“Client Bank Account”) to your PPSP Account. If you elect to use these Limited Payments Services prior to verifying your PPSP Account or linking a valid Client Bank Account to your PPSP Account, you understand and agree that you will not be able to complete the Transaction(s), including the settlement and disbursement of corresponding funds unless and until you connect a valid Client Bank Account. Any funds associated with your incomplete Transaction(s) will be considered Unclaimed Funds (as defined below) and will be treated accordingly.
2.4. Stored Credentials. Podium may enable functionality in the Payments Service that allows your Customers to store and reuse payment credentials. Stored credentials may be stored on your behalf, or on your Customer’s behalf. If credentials are stored on your behalf, you may subsequently instruct Podium to initiate a Transaction with that Customer using those credentials, provided that you do so in compliance with: (i) the express consent that you have received from the Customer, as documented in writing; and (ii) these Payments Service Terms and the PPSP Agreement. Podium may decline to process any such Transaction that you initiate until it is satisfied that you have met this compliance obligation. If credentials are stored on behalf of a Customer, then you may not use those credentials to initiate a Transaction without express authorization of the Customer – it is up to the Customer to decide whether to reuse those credentials to complete a Transaction. You are not entitled to use stored credentials other than as specified in this section, and you will never be entitled to directly access or export stored credentials.
2.5. Subscription and Recurring Transactions. If you use the Payments Services for subscription or recurring Transactions you must ensure that you do so in accordance with applicable laws and regulations, as well as the rules of the payment method for which you are initiating the subscription or recurring Transaction. Without limiting the previous sentence, you must (a) obtain informed consent from Customers before initiating a series of recurring or subscription Transactions, (b) publish and provide Customers with access to a reasonable process by which Customers may cancel recurring or subscription Transactions, and (c) promptly comply with any cancellation request made to you by a Customer (including requests not made via your standard cancellation process).
PAYMENT PROCESSING SERVICES
3.1. Account Registration. You may access and fully use the Payment Processing Services only after your Payment Processing Service Provider account (“PPSP Account”) has been activated and verified within Podium’s platform. You agree and acknowledge that activation of a PPSP Account is subject to approval by the relevant Payment Processing Service Provider, and such Payment Processing Service Provider may suspend or terminate your PPSP Account at any time in accordance with the PPSP Agreement (as defined below). The information you provide to Podium to facilitate the activation and verification of your PPSP Account must be accurate, current, and complete. Until you have submitted, and Payment Processing Service Provider has reviewed and approved, all required information, your access (if any) to the Payment Processing Services will be on a preliminary, limited basis only, and Podium may terminate your access at any time and for any reason.
3.2. PPSP Agreement. Your use of the Payment Processing Services is conditional upon you accepting the terms and conditions imposed by the relevant Payment Processing Service Provider with respect to the aspects of the Payments Service that it facilitates (each a "PPSP Agreement"). By submitting Transactions via the Payment Processing Services, you must read and agree to PPSP Agreements of the Payment Processing Service Providers that facilitate the processing of payments. Currently, Podium engages Stripe as a Payment Processing Service Provider, and Stripe’s PPSP Agreement is located at https://stripe.com/connect-account/legal. The Stripe entity that enters into the PPSP Agreement with you, and the content of your Stripe PPSP Agreement, will depend upon your location. For the avoidance of doubt, Podium is not a party to any PPSP Agreement. With respect to Transactions processed through the Payment Processing Services, you acknowledge that Podium acts solely as a service provider (as that term is defined under PCI DSS) within your cardholder data environment. You remain the merchant of record and retain full responsibility for your own PCI DSS compliance obligations, including the security of cardholder data within systems and processes under your control. Nothing in this Agreement shall be construed to transfer or delegate your PCI DSS compliance obligations to Podium.
3.3. PPSP Account Management. The PPSP Agreement describes how your PPSP Account will be managed, including (i) the use and administration of any data about you, your Customers, and your Transactions, and (ii) action that may be submitted via your PPSP Account, such as initiating and refunding Transactions, handling disputes and other functions that are or may become available through your PPSP Account. You consent to Podium’s disclosure of your data (which may include Personal Data) to each Payment Processing Service Provider and to each Payment Processing Service Provider’s disclosure of your data (which may include Personal Data) to Podium, as the case may be, for the purpose of facilitating the provision of the Payment Processing Services.
3.4. Responsibility for PPSP Compliance. Podium is not responsible for any non-compliance by any Payment Service Provider with the terms of any PPSP Agreement, any laws, or payment method provider rules, or for the acts or omissions of any Payment Service Provider in providing services to you or your Customers.
3.5. Termination and Suspension by PPSP. If a Payment Processing Service Provider terminates or suspends your PPSP Agreement or PPSP Account, for any reason, Podium may immediately terminate or suspend your use of the Payment Processing Services, without any liability to you.
DATA USE.
4.1. In addition to the Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of the Payments Service, Client grants Podium and its affiliates the worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) collect, use, retain, transfer, and disclose Client Data (including to Podium’s third-party service providers) in order to provide the Payments Service to Client and (ii) enable Podium to use Client Data to: (a) provide the Payments Service; (b) mitigate fraud, financial loss, or other harm; (c) analyze and improve, and incorporate Client Data into, Podium’s products, systems, and tools. Any information, including Personal Data, provided by Client in connection with the Payments Service will be subject to Podium’s Privacy Policy.
4.2. Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable law, provided that to the extent permitted under applicable law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Payments Service Terms) associated with a dispute after the expiration or termination of your applicable Subscription Documentation. If you are located in California, then solely for purposes of the California Consumer Privacy Act of 2018, Cal. Civil Code § 1798.100 et seq. (as may be amended from time to time) (the “CCPA”), (i) Podium is acting as a Service Provider (as defined in the CCPA) for Client as a Business (as defined in the CCPA), (ii) except as set forth herein, Podium is prohibited from selling the Client Data or retaining, using, or disclosing the Client Data for any purpose other than for the specific purpose of performing the Payments Service, (iii) Client hereby instructs Podium that the Business Purpose includes Podium (and its service providers) using and retaining the Client Data internally for the benefit of all of Podium’s clients, including detecting fraud, optimizing e-commerce solutions and similar performance enhancing purposes, and (iv) Podium understands and will comply with these restrictions.
CLIENT OBLIGATIONS.
5.1. Representations and Warranties. Client warrants and represents that it: (i) will comply with this Agreement; (ii) will ensure that its employees, contractors, and agents will at all times comply with the terms of this Agreement; (iii) will only use the Payments Service for bona fide commercial Transactions with its Customers, which have been authorized by those Customers; (iv) will research any Transaction and, if necessary, contact the Customer before completing or fulfilling the Transaction, if Client is unsure if such Transaction is erroneous or suspicious; (v) will be responsible for managing Client’s relationship with its Customers, including communication, selling, and providing products and services, and handling any disputes or returns with such Customers; (vi) will be responsible for providing all notices and obtaining all consents as required under applicable laws or regulations in connection with recurring and subscription Transactions; (vii) will be responsible for providing any other required notices and obtaining all consents as required under applicable laws, rules, regulations, or contract obligations governing any other features of the Payments Service Client uses under this Agreement; and (viii) will ensure that the form and content of any invoices Client generates and sends to its Customers using the Payments Service will comply with applicable law and are sufficient to achieve the legal or tax effects Client is trying to achieve. You affirm that you are solely responsible for the nature and quality of the products or services you provide and for the delivery, support, refunds, returns, and any other ancillary services you provide to your Customers.
5.2. Additional Representations. Client further represents and warrants that it: (i) has obtained necessary consent from the Customers in order for Podium to use Client Data in accordance with these Payments Service Terms, (ii) has provided notices to Customers, as required under applicable law, (iii) if applicable, has obtained consent from Customers to use automated decision making, (iv) has provided Customers with the ability to exercise any access rights as required under applicable law, and (v) complies with any requirements or limitations regarding the processing of Personal Data and data of minors, in each case, to the extent required under applicable law.
5.3. Unauthorized Activity. Client is responsible for any activity initiated using credentials issued by Podium or any Payment Service Provider. Where Podium incurs any losses based on unauthorized activity initiated by Client or on Client’s behalf, Client is financially liable for such losses. Such losses may be deducted from Client’s PPSP Account, or Podium may require Client to pay such losses.
5.4. Chargebacks and Disputes.
5.4.1. Chargeback Liability. Client is solely responsible for all chargebacks, reversals, claims, fines, fees, penalties, and other liability arising from or related to Transactions submitted through the Payments Service ("Chargeback Liability"). Client authorizes Podium to deduct Chargeback Liability from Client's PPSP Account balance, any pending payouts, the Reserve, or the Client Bank Account. If Client's available balances are insufficient to cover Chargeback Liability, Client agrees to pay such amounts within five (5) business days of Podium's demand. Client's Chargeback Liability survives termination of this Agreement.
5.4.2. Prohibited Chargeback Practices. Client shall not, directly or indirectly, encourage, instruct, or advise any Customer or end user to initiate a chargeback, dispute, or reversal with a card issuer, payment network, or financial institution. Violation of this Section constitutes a material breach of this Agreement, and Client shall indemnify Podium against all resulting losses, fines, penalties, and costs (including reasonable attorneys’ fees). Nothing in this Section restricts any consumer’s rights under applicable law.
REQUIREMENTS, LIMITATIONS AND RESTRICTIONS
6.1. Compliance with Laws. You must use the Payments Service in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Payments Service. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions.
6.2. Prohibited Businesses. You may not use the Payments Service to enable any person (including you) to benefit from any activities Podium (or a Payment Service Provider) has identified as a restricted business or activity (“Prohibited Businesses”), including those businesses listed in the Podium Acceptable Use Policy and the Stripe Restricted Business List. “Prohibited Businesses” also includes any country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Assets Control (OFAC). If you are uncertain whether a category of business or activity is restricted or have questions about how these restrictions apply to you, please contact Podium.
6.3. Other Restricted Uses. You may not use the Payments Service to facilitate illegal Transactions or to permit others to use the Payments Service for personal, family, or household purposes. In addition, you may not, and may not allow others to: (i) access or attempt to access non-public systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Payments Service, documentation, or Podium’s website except as expressly permitted by applicable Laws; (iii) act as service bureau or pass-through agent for the PPSP Account with no added value to your Customers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Payments Service or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Payments Service except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Payments Service or affect use by Podium’s other users; or (viii) impose an unreasonable or disproportionately large load on the Payments Service.
6.4. Prohibited Transmissions. You acknowledge that Podium's messaging, review management, and other Services are not designed or intended to store, process, or transmit cardholder data (as defined by the PCI DSS) in the ordinary course of their operation, and these Services operate outside the cardholder data environment. Except through the Payments Service, you shall not, and shall ensure that your Authorized Users and Customers do not, transmit, enter, or otherwise disclose through any Podium Service any of the following: (i) primary account numbers, whether full or partial beyond the last four digits; (ii) card security codes, including card verification values or codes (CVV, CVV2, CVC, or CID); (iii) full magnetic-stripe, chip, or contactless-equivalent track data; (iv) cardholder name in combination with card expiration date, primary account number, or any other authentication data; or (v) any other data element classified as "sensitive authentication data" under the PCI DSS.
6.5. Surcharging.
6.5.1. General. If you impose a surcharge, convenience fee, or similar charge on a Transaction that is assessed specifically because a Customer uses a particular payment card brand, type, or network (“Surcharge”), you are solely responsible for ensuring that the Surcharge complies with all applicable laws, Card Network Rules, and this Agreement. “Card Network Rules” means the bylaws, rules, regulations, and operating procedures of any payment card network, including Visa, Mastercard, American Express, Discover, and eftpos, as amended from time to time.
6.5.2. Prohibited Jurisdictions. You must not impose a Surcharge on any Transaction where surcharging is prohibited by applicable law or Card Network Rules. Without limiting the foregoing, you must not impose a Surcharge on any card transaction processed in Australia. You are responsible for implementing processes and procedures to prevent surcharging in any jurisdiction or on any card network where it is prohibited. In particular, you must not describe a Surcharge as a service fee, handling fee, or other charge to circumvent this Section.
6.5.3. Enforcement. If you impose a Surcharge in violation of this Section, Podium may immediately suspend your access to the Payments Service without prior notice. Podium may also terminate your access to the Payments Service, provided that before exercising a termination right under this subsection, Podium will use commercially reasonable efforts to notify you of the violation and provide a reasonable opportunity (not to exceed two (2) business days) to cure. A repeated violation after cure constitutes a material breach of this Agreement, and Podium may terminate your access to the Payments Service immediately, without further notice or opportunity to cure. Additionally, Podium may restrict or disable surcharging functionality for any Client or jurisdiction at any time if required by Card Network Rules or applicable law.
FEES, SETTLEMENT & PAYOUT SCHEDULE
7.1. Fees. In addition to any other Fees due to Podium under the Subscription Documentation, Client will pay a fee assessed on a per Transaction basis (“Transaction Fee”) and any additional fees for additional features within the Payments Service which may be made available by Podium from time to time (including, if applicable, a fee for use of the Premium Fraud Protection Service) (the Transaction Fees, together with the additional fees (if any), are “Payments Service Fees”, which form part of the Fees, as that term is defined in the Podium Terms of Service).
7.2. Determining Fees. Fees are set by Podium in its sole discretion, and Fees are payable in accordance with these Payments Service Terms, the Podium Terms of Service, and your applicable Subscription Documentation. If no Payments Service Fees are specified on your Subscription Documentation, your use of the Payments Service will be subject to the rates specified in the Payments portal within your Podium Services account. Podium may revise the Payments Service Fees at any time, by providing notice to Client, with the change in Fees effective thirty (30) days from the date of the applicable notice. In addition to the Fees, you must reimburse Podium for any liabilities incurred by Podium as a result of your use of the Payments Service in a manner not permitted by this Agreement or a PPSP Agreement, including penalties and fines. You agree that Podium will have the right to deduct the applicable Fees (including the Payments Service Fees) and any amounts otherwise due to Podium from your PPSP Account. If your PPSP Account balance is insufficient, Podium may debit the Client Bank Account to recover owed amounts.
7.3. Settlement. Podium will arrange to settle Transaction funds to your Client Bank Account in accordance with the Payout Schedule (defined below). You affirm that the account you designate as your Client Bank Account for the purposes of this agreement is: (i) owned by you, and (ii) titled in your legal name or trade name. You also affirm that you are authorized to initiate settlements to and debits from the Client Bank Account you designate. You also agree that Podium has the right to withhold settlement to your Client Bank Account if we reasonably determine that we have incurred or may incur losses resulting from credit, fraud, or other legal risks associated with your use of the Payments Service. If we exercise our right to withhold the settlement of funds for any reason, we will communicate the general reason for withholding the funds and give you a timeline and description of the preconditions that must be satisfied for releasing the funds. Additionally, if a refund or reversal is processed for any Transaction you complete using the Payments Service, you understand and agree that the initial Transaction Fees for the related Transaction will not be refunded back to you, unless the applicable Transaction is refunded before 9 p.m. local time on the same calendar day on which the Transaction was initiated.
7.4. Payout Schedule. In your Podium dashboard, Podium will specify the frequency of payouts of your balance to your Client Bank Account (“Payout Schedule”). The Payout Schedule may vary depending on your Podium Account type, and Podium may delay or withhold a payout, notwithstanding the Payout Schedule, if Podium is entitled to do so under this Agreement. The Payout Schedule refers to the time at which Podium will attempt to initiate a payout, and Podium will not be responsible for any nonconformance with the Payout Schedule due to the acts or omissions of any third party (e.g., a telecommunications provider or financial institution). The payout amount may also take some time to appear in your Client Bank Account balance, due to the operation of systems outside of Podium’s control.
7.5. Reserve & Security Interest. If Podium determines your use of the Payments Service exposes or is likely to expose Podium to liability, Podium may set an amount of funds that Podium will hold to offset this risk (“Reserve”). Podium may fund the Reserve from your PPSP Account balance, from funds that you provide, or by debiting the Client Bank Account, and Podium may use the Reserve to offset any amounts that you owe Podium. A failure to fund a Reserve as required by Podium will constitute a breach of this Agreement, and Podium may hold the Reserve until Podium determines that it is no longer necessary. Client grants Podium a lien and security interest in the Reserve and agrees to execute any documents Podium reasonably requests to create, perfect, maintain, and enforce this security interest.
7.6. Unclaimed Funds or Dormant Accounts. If you leave any funds dormant in a PPSP Account, or if you do not link and/or maintain a link to a valid Client Bank Account, you may have a balance that is deemed “unclaimed” or “abandoned” under applicable law (“Unclaimed Funds”). In such an event, Podium may be required by law to deliver the Unclaimed Funds to various government agencies. To the extent required by applicable law, Podium will give you notice if we hold Unclaimed Funds payable to you in an account beyond the applicable dormancy period for abandoned property. If Podium or the Payment Processing Service Provider is unable to contact you, we will treat the Unclaimed Funds in your PPSP Account as abandoned and will deliver them to the appropriate government authority.
7.7. Right to Setoff. Podium may, without prior notice, setoff, deduct, or recoup any amounts Client owes to Podium (whether under this Agreement or otherwise, and whether liquidated or unliquidated, matured or unmatured, or contingent or fixed) from: (a) Client's PPSP Account balance; (b) any pending settlement or payout; (c) the Reserve; or (d) the Client Bank Account. Client irrevocably authorizes Podium to initiate ACH debits or credits to the Client Bank Account to effectuate this right. This right of setoff is in addition to any other remedies available to Podium.
SUSPENSION & TERMINATION
8.1. Podium may refuse, condition, or suspend any Transactions that we believe: (i) may violate this Agreement; (ii) are unauthorized, fraudulent, or illegal; or (iii) expose you, Podium, or others to risks unacceptable to Podium. If we suspect or know that you are using or have used the Payments Service for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your PPSP Account, your Customers, and Transactions made through your use of the Payments Services.
8.2. Podium may also suspend your access to and/or use of the Payments Service, your PPSP Account, and your access to funds in your account, or terminate this Agreement, at any time if you are in breach of this Agreement, a PPSP Agreement, or Podium believes that your continued use of the Payments Service creates, or is likely to create a risk of harm to Podium, a Customer, or any other third party.
8.3. Termination of the Payments Service Terms means that you will no longer be authorized to access the Payments Service, which includes the ability to submit Transactions via the Payment Processing Services, however, termination will not affect your continued liability with respect to Transactions that you submit prior to date of termination.
LIMITATIONS ON PODIUM’S LIABILITY; INDEMNIFICATION
9.1. Podium is not responsible for Client’s obligations to its Customers (including properly describing and delivering the goods or services being sold to Customers). You are solely responsible for, and Podium expressly disclaims all liability for, your compliance with applicable laws and obligations related to your provision of the goods or services to your Customers. This may include providing customer service, notification, and handling of refunds or Customer complaints, provision of receipts, registering your legal entity, or other actions not related to the Services. You agree to indemnify Podium for any losses we incur based on your failure to properly describe or deliver goods or services, or comply with your legal or contractual obligations to any Payment Service Provider or your Customers.
9.2. Client agrees to defend, indemnify, and hold harmless Podium, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) Client's use of the Payments Service; (b) Client's breach of this Agreement or any PPSP Agreement; (c) Client's products or services, including the description, quality, delivery, returns, refunds, and any dispute with a Customer or failure to comply with Client’s legal or contractual obligations to Customers or any Payment Service Provider; (d) any Transaction submitted by Client, including chargebacks, reversals, and fraud; (e) any fines, penalties, or assessments imposed by any payment network, regulatory authority, or governmental body; (f) Client’s imposition of Surcharges in violation of this Agreement; and (g) any unauthorized or fraudulent activity associated with Client's account or credentials.
9.3. This Section is in addition to, and does not limit in any way, the risk allocation provisions of the Podium Terms of Service.
ADDITIONAL SERVICES
10.1. From time to time, Podium may offer Services that supplement the Payments Service (“Additional Services”). Additional Services are Payments Services that are subject to additional terms and conditions, and you accept the relevant additional terms and conditions when you use an Additional Service.
10.2. The additional terms and conditions applicable to Additional Services currently offered via Podium are described below.
10.2.1. Podium Premium Fraud Protection Service. If you use the Podium Premium Fraud Protection Service, you agree to be bound by the Podium Premium Fraud Protection Service Terms.
10.2.2. Terminal Products. If you use Podium Terminal Products (as defined in the applicable terms), you agree to be bound by the Podium Terminal Terms. Terminal Products are also subject to the Hardware Warranty Policy.
10.2.3. Stripe Capital. Podium may facilitate your access to Stripe Capital. Stripe Capital is a financing service offered by Stripe, and not by Podium, and your obligations with respect to Stripe Capital will be solely between you, Stripe, and such other third parties selected by Stripe and named in the agreement that you enter into in order to access the Stripe Capital financing. If you obtain financing from Stripe Capital, you agree to abide by the restrictions set out in your Stripe Capital agreement, which includes a requirement that the Stripe Capital financing may only be used for bona fide business purchases, and a prohibition on you using a non-Stripe payment processor until such time as you have repaid the Stripe Capital financing.
10.3. Podium may at any time add or remove services from the list of available Additional Services or change the additional terms that apply to usage of an Additional Service.
Effective June 30th 2026 to October 1st 2026
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Table of Contents
Podium Payments Service Terms
By using or accessing Podium’s Payments Service, as defined herein, or by signing or otherwise accepting any Subscription Documentation referencing these terms, you (also referred to as “Client”) agree to be bound by the following terms and conditions (the “Payments Service Terms”).
These Payments Service Terms incorporate by this reference the Podium Terms of Service which, among other terms, contains provisions governing the resolution of claims (see “Disclaimers”, “Limitations of Liability”, “Dispute Resolution”, “General”). In the event of any conflict or inconsistency between these Payments Service Terms and the Podium Terms of Service, these Payments Service Terms will govern.
Capitalized terms used in these Payments Service Terms without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Payments Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references in the Podium Terms of Service to the “Agreement” will include these Payments Service Terms.
DEFINITIONS.
1.1 “Payment Processing Services” means the ability for you to submit, manage, and complete Transactions with your Customers via the Services, and "Payment Processing Service Providers" means payment processors that Podium uses to enable the Payment Processing Services.
1.2 “Payments Service” means the Payment Processing Services, together with such related functionality as Podium may offer from time to time, as provided by Podium and the Payment Services Providers, and “Payment Service Providers” means the third-party service providers used by Podium to facilitate certain features of the Payments Service. Payment Service Providers includes Payment Processing Service Providers, and Podium may add or remove Payment Service Providers from time to time.
1.3 “PCI DSS” means the Payment Card Industry Data Security Standard.
1.4. “Personal Data” means information about an identifiable individual or information that is capable of being used (alone or in combination with other information) to identify an individual, (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
1.5 “Transaction” means a request to capture funds for or from a Customer-associated account with respect to a payment from a Customer, and includes the authorization, settlement, and if applicable, disputes, refunds, and reversals, with respect to such payment request. You initiate Transactions by submitting a request to Podium via the Payments Services, and Transactions are enabled by Payment Processing Service Providers.
2. SERVICES.
2.1 Use of the Payments Service. Subject to your performance of your duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide you with access to the Payments Service. Podium will have no obligation to provide any services or perform any tasks not specifically set forth in the Agreement (including any applicable Subscription Documentation).
2.2 Terminal Products. To the extent you use, purchase, or accept any Subscription Documentation that includes any Podium Terminal Products (as defined in the applicable terms), you agree to be bound by the Podium Terminal Terms.
2.3 Limited Payment Services. Podium may, from time to time and subject to certain restrictions and/or limitations, make certain limited features of the Payments Service (“Limited Payment Services”), such as initiation of a Transaction, available to you on a preliminary basis before you have verified your PPSP Account (as defined below) or linked a valid bank account (“Client Bank Account”) to your PPSP Account. If you elect to use these Limited Payments Services prior to verifying your PPSP Account or linking a valid Client Bank Account to your PPSP Account, you understand and agree that you will not be able to complete the Transaction(s), including the settlement and disbursement of corresponding funds unless and until you connect a valid Client Bank Account. Any funds associated with your incomplete Transaction(s) will be considered Unclaimed Funds (as defined below) and will be treated accordingly.
2.4 Stored Credentials. Podium may enable functionality in the Payments Service that allows your Customers to store and reuse payment credentials. Stored credentials may be stored on your behalf, or on your Customer’s behalf. If credentials are stored on your behalf, you may subsequently instruct Podium to initiate a Transaction with that Customer using those credentials, provided that you do so in compliance with: (i) the express consent that you have received from the Customer, as documented in writing; and (ii) these Payments Service Terms and the PPSP Agreement. Podium may decline to process any such Transaction that you initiate until it is satisfied that you have met this compliance obligation. If credentials are stored on behalf of a Customer, then you may not use those credentials to initiate a Transaction without express authorization of the Customer – it is up to the Customer to decide whether to reuse those credentials to complete a Transaction. You are not entitled to use stored credentials other than as specified in this section, and you will never be entitled to directly access or export stored credentials.
2.5. Subscription and Recurring Transactions. If you use the Payment Services for subscription or recurring Transactions you must ensure that you do so in accordance with applicable laws and regulations, as well as the rules of the payment method for which you are initiating the subscription or recurring Transaction. Without limiting the previous sentence, you must (a) obtain informed consent from Customers before initiating a series of recurring or subscription Transactions, (b) publish and provide Customers with access to a reasonable process by which Customers may cancel recurring or subscription Transactions, and (c) promptly comply with any cancellation request made to you by a Customer (including requests not made via your standard cancellation process).
PAYMENT PROCESSING SERVICES
3.1 Account Registration. You may access and fully use the Payment Processing Services only after your Payment Processing Service Provider account (“PPSP Account”) has been activated and verified within Podium’s platform. You agree and acknowledge that activation of a PSPP Account is subject to approval by the relevant Payment Processing Service Provider, and such Payment Processing Service Provider may suspend or terminate your PPSP Account at any time in accordance with the PPSP Agreement (as defined below). The information you provide to Podium to facilitate the activation and verification of your PPSP Account must be accurate, current, and complete. Until you have submitted, and Payment Processing Service Provider has reviewed and approved, all required information, your access (if any) to the Payment Processing Services will be on a preliminary, limited basis only, and Podium may terminate your access at any time and for any reason.
3.2 PPSP Agreement. Your use of the Payment Processing Services is conditional upon you accepting the terms and conditions imposed by the relevant Payment Processing Service Provider with respect to the aspects of the Payments Service that it facilitates (each a "PPSP Agreement"). By submitting Transactions via the Payment Processing Services, you must read and agree to PPSP Agreements of the Payment Processing Service Providers that facilitate the processing of payments. Currently, Podium engages Stripe as a Payment Processing Services Provider, and Stripe’s PPSP Agreement is located at https://stripe.com/connect-account/legal. The Stripe entity that enters into the PPSP Agreement with you, and the content of your Stripe PPSP Agreement, will depend upon your location. For the avoidance of doubt, Podium is not a party to any PPSP Agreement. With respect to Transactions processed through the Payment Processing Services, you acknowledge that Podium acts solely as a service provider (as that term is defined under PCI DSS) within your cardholder data environment. You remain the merchant of record and retain full responsibility for your own PCI DSS compliance obligations, including the security of cardholder data within systems and processes under your control. Nothing in this Agreement shall be construed to transfer or delegate your PCI DSS compliance obligations to Podium.
3.3 PPSP Account Management. The PSPP Agreement describes how your PPSP Account will be managed, including (i) the use and administration of any data about you, your Customers, and your Transactions, and (ii) action that may be submitted via your PPSP Account, such as initiating and refunding Transactions, handling disputes and other functions that are or may become available through your PPSP Account. You consent to Podium’s disclosure of your data (which may include Personal Data) to each Payment Processing Service Provider and to each Payment Processing Service Provider’s disclosure of your data (which may include Personal Data) to Podium, as the case may be, for the purpose of facilitating the provision of the Payment Processing Services.
3.4 Responsibility for PPSP Compliance. Podium is not responsible for any non-compliance by any Payment Service Provider with the terms of any PPSP Agreement, any laws, or payment method provider rules, or for the acts or omissions of any Payment Service Provider in providing services to you or your Customers.
3.5 Termination and Suspension by PPSP. If a Payment Processing Service Provider terminates or suspends your PPSP Agreement or PPSP Account, for any reason, Podium may immediately terminate or suspend your use of the Payment Processing Services, without any liability to you.
DATA USE.
4.1 In addition to the Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of the Payments Service, Client grants Podium and its affiliates the worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s third-party service providers) in order to provide the Payments Service to Client and (ii) to enable Podium to use Client Data to: (a) provide the Payments Service; (b) mitigate fraud, financial loss, or other harm; (c) analyze and improve, and incorporate Client Data into, Podium’s products, systems, and tools. Any information, including Personal Data, provided by Client in connection with the Payments Service will be subject to Podium’s Privacy Policy.
4.2 Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable law, provided that to the extent permitted under applicable law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Payments Service Terms) associated with a dispute after the expiration or termination of your applicable Subscription Documentation. If you are located in California, then solely for purposes of the California Consumer Privacy Act of 2018, Cal. Civil Code § 1798.100 et seq. (as may be amended from time to time) (the “CCPA”), (i) Podium is acting as a Service Provider (as defined in the CCPA) for Client as a Business (as defined in the CCPA), (ii) except as set forth herein, Podium is prohibited from selling the Client Data or retaining, using, or disclosing the Client Data for any purpose other than for the specific purpose of performing the Payments Service, (iii) Client hereby instructs Podium that the Business Purpose includes Podium (and its service providers) using and retaining the Client Data internally for the benefit of all of Podium’s clients, including detecting fraud, optimizing e-commerce solutions and similar performance enhancing purposes, and (iv) Podium understands and will comply with these restrictions.
CLIENT OBLIGATIONS.
5.1 Representations and Warranties. Client warrants and represents that it: (i) will comply with this Agreement; (ii) will ensure that its employees, contractors, and agents will at all times comply with the terms of this Agreement; (iii) will only use the Payments Service for bona fide commercial Transactions with its Customers, which have been authorized by those Customers; (iv) will research any Transaction and, if necessary, contact the Customer before completing or fulfilling the Transaction, if Client is unsure if such Transaction is erroneous or suspicious; (v) will be responsible for managing Client’s relationship with its Customers, including communication, selling, and providing products and services, and handling any disputes or returns with such Customers; (vi) will be responsible for providing all notices and obtaining all consents as required under applicable laws or regulations in connection with recurring and subscription Transactions; (vii) will be responsible for providing any other required notices and obtaining all consents as required under applicable laws, rules, regulations, or contract obligations governing any other features of the Payments Service Client uses under this Agreement; and (viii) will ensure that the form and content of any invoices Client generates and sends to its Customers using the Payments Service will comply with applicable law and are sufficient to achieve the legal or tax effects Client is trying to achieve. You affirm that you are solely responsible for the nature and quality of the products or services you provide and for the delivery, support, refunds, returns, and any other ancillary services you provide to your Customers.
5.2 Additional Representations. Client further represents and warrants that it: (i) has obtained necessary consent from the Customers in order for Podium to use Client Data in accordance with these Payments Service Terms, (ii) has provided notices to Customers, as required under applicable law, (iii) if applicable, has obtained consent from Customers to use automated decision making, (iv) has provided Customers with the ability to exercise any access rights as required under applicable law, and (v) complies with any requirements or limitations regarding the processing of Personal Data and data of minors, in each case, to the extent required under applicable law.
5.3 Unauthorized Activity. Client is responsible for any activity initiated using credentials issued by Podium or any Payment Service Provider. Where Podium incurs any losses based on unauthorized activity initiated by Client or on Client’s behalf, Client is financially liable for such losses. Such losses may be deducted from Client’s PPSP Account, or Podium may require Client to pay such losses.
REQUIREMENTS, LIMITATIONS AND RESTRICTIONS
6.1 Compliance with Laws. You must use the Payments Service in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Payments Service. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions.
6.2 Prohibited Businesses. You may not use the Payments Service to enable any person (including you) to benefit from any activities Podium (or a Payment Service Provider) has identified as a restricted business or activity (“Prohibited Businesses”), including those businesses listed in the Podium Acceptable Use Policy and the Stripe Restricted Business List, as well as any pornography, gambling, and/or firearms related businesses, activities, or transactions. “Prohibited Businesses” also includes any country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC). If you are uncertain whether a category of business or activity is restricted or have questions about how these restrictions apply to you, please contact Podium.
6.3 Other Restricted Uses. You may not use the Payments Service to facilitate illegal Transactions or to permit others to use the Payments Service for personal, family, or household purposes. In addition, you may not allow, and may not allow others to: (i) access or attempt to access non-public systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Payments Service, documentation, or Podium’s website except as expressly permitted by applicable Laws; (iii) act as service bureau or pass-through agent for the PPSP Account with no added value to your Customers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Payments Service or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Payments Service except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Payments Service or affect use by Podium’s other users; or (ix) impose an unreasonable or disproportionately large load on the Payments Service.
6.4. Prohibited Transmissions. You acknowledge that Podium's messaging, review management, and other Services are not designed or intended to store, process, or transmit cardholder data (as defined by the PCI DSS) in the ordinary course of their operation, and these Services operate outside the cardholder data environment. Except through the Payments Service, you shall not, and shall ensure that your Authorized Users and Customers do not, transmit, enter, or otherwise disclose through any Podium Service any of the following: (i) primary account numbers, whether full or partial beyond the last four digits; (ii) card security codes, including card verification values or codes (CVV, CVV2, CVC, or CID); (iii) full magnetic-stripe, chip, or contactless-equivalent track data; (iv) cardholder name in combination with card expiration date, primary account number, or any other authentication data; or (v) any other data element classified as "sensitive authentication data" under the PCI DSS.
FEES, SETTLEMENT & PAYOUT SCHEDULE
7.1 Fees. In addition to any other Fees due to Podium under the Subscription Documentation, Client will pay a fee assessed on a per Transaction basis (“Transaction Fee”) and any additional fees for additional features within the Payments Service which may be made available by Podium from time to time (including, if applicable, a fee for use of the Premium Fraud Protection Service) (the Transaction Fees, together with the additional fees (if any), are “Payments Service Fees”, which form part of the Fees, as that term is defined in the Podium Terms of Service).
7.2 Determining Fees. Fees are set by Podium in its sole discretion, and Fees are payable in accordance with these Payments Service Terms, the Podium Terms of Service, and your applicable Subscription Documentation. If no Payments Service Fees are specified on your Subscription Documentation, your use of the Payments Service will be subject to the rates specified in the Payments portal within your Podium Services account. Podium may revise the Payments Service Fees at any time, by providing notice to Client, with the change in Fees effective thirty (30) days from the date of the applicable notice. In addition to the Fees, you must reimburse Podium for any liabilities incurred by Podium as a result of your use of the Payments Service in a manner not permitted by this Agreement or a PPSP Agreement, including penalties and fines. You agree that Podium will have the right to deduct the applicable Fees (including the Payments Service Fees) and any amounts otherwise due to Podium from your PPSP Account. If your PPSP Account balance is insufficient, Podium may debit the Client Bank Account to recover owed amounts.
7.3 Settlement. Podium will arrange to settle Transaction funds to your Client Bank Account in accordance with the Payout Schedule (defined below). You affirm that the account you designate as your Client Bank Account for the purposes of this agreement is: (i) owned by you, and (ii) titled in your legal name or trade name. You also affirm that you are authorized to initiate settlements to and debits from the Client Bank Account you designate. You also agree that Podium has the right to withhold settlement to your Client Bank Account if we reasonably determine that we have incurred or may incur losses resulting from credit, fraud, or other legal risks associated with your use of the Payments Service. If we exercise our right to withhold the settlement of funds for any reason, we will communicate the general reason for withholding the funds and give you a timeline and description of the preconditions that must be satisfied for releasing the funds. Additionally, if a refund or reversal is processed for any Transaction you complete using the Payments Service, you understand and agree that the initial Transaction Fees for the related Transaction will not be refunded back to you, unless the applicable Transaction is refunded before 9 p.m. local time on the same calendar day on which the Transaction was initiated.
7.4 Payout Schedule. In your Podium dashboard, Podium will specify the frequency of payouts of your balance to your Client Bank Account (“Payout Schedule”). The Payout schedule may vary depending on your Podium Account type, and Podium may delay or withhold a payout, notwithstanding the Payout Schedule, if Podium is entitled to do so under this Agreement. The Payout Schedule refers to the time at which Podium will attempt to initiate a payout, and Podium will not be responsible for any nonconformance with the Payout Schedule due to the acts or omissions of any third party (e.g., a telecommunications provider or financial institution). The payout amount may also take some time to appear in your Client Bank Account balance, due to the operation of systems outside of Podium’s control.
7.5 Reserve & Security Interest. If Podium determines your use of the Payments Service exposes or is likely to expose Podium to liability, Podium may set an amount of funds that Podium will hold to offset this risk (“Reserve”). Podium may fund the Reserve from your PSPP Account balance, from funds that you provide, or by debiting the Client Bank Account, and Podium may use the Reserve to offset any amounts that you owe Podium. A failure to fund a Reserve as required by Podium will constitute a breach of this Agreement, and Podium may hold the Reserve until Podium determines that it is no longer necessary. Client grants Podium a lien and security interest in the Reserve and agrees to execute any documents Podium reasonably requests to create, perfect, maintain, and enforce this security interest.
7.6 Unclaimed Funds or Dormant Accounts. If you leave any funds dormant in a PPSP Account, or if you do not link and/or maintain a link to a valid Client Bank Account, you may have a balance that is deemed “unclaimed” or “abandoned” under applicable law (“Unclaimed Funds”). In such an event, Podium may be required by law to deliver the Unclaimed Funds to various government agencies. To the extent required by applicable law, Podium will give you notice if we hold Unclaimed Funds payable to you in an account beyond the applicable dormancy period for abandoned property. If Podium or the Payment Processing Service Provider is unable to contact you, we will treat the Unclaimed Funds in your PPSP Account as abandoned and will deliver them to the appropriate government authority.
SUSPENSION & TERMINATION
8.1 Podium may refuse, condition, or suspend any Transactions that we believe: (i) may violate this Agreement; (ii) are unauthorized, fraudulent, or illegal; or (iii) expose you, Podium, or others to risks unacceptable to Podium. If we suspect or know that you are using or have used the Payments Service for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your Payment Provider Account, your Customers, and Transactions made through your use of Payment the Services.
8.2 Podium may also suspend your access to and/or use of the Payments Service, your PPSP Account, and your access to funds in your account, or terminate this Agreement, at any time if you are in breach of this Agreement, a PPSP Agreement, or Podium believes that your continued use of the Payments Service creates, or is likely to create a risk of harm to Podium, a Customer, or any other third party.
8.3 Termination of the Payments Service Terms means that you will no longer be authorized to access the Payments Service, which includes the ability to submit Transactions via the Payment Processing Services, however, termination will not affect your continued liability with respect to Transactions that you submit prior to date of termination.
LIMITATIONS ON PODIUM’S LIABILITY
9.1 Podium is not responsible for Client’s obligations to its Customers (including properly describing and delivering the goods or services being sold to Customers). You are solely responsible for, and Podium expressly disclaims all liability for, your compliance with applicable laws and obligations related to your provision of the goods or services to your Customers. This may include providing customer service, notification, and handling of refunds or Customer complaints, provision of receipts, registering your legal entity, or other actions not related to the Services. You agree to indemnify Podium for any losses we incur based on your failure to properly describe or deliver goods or services, or comply with your legal or contractual obligations to any Payment Service Provider or your Customers.
9.2 This Section is in addition to, and does not limit in any way, the risk allocation provisions of the Podium Service Terms.
ADDITIONAL SERVICES
10.1 From time to time, Podium may offer Services that supplement the Payments Service (“Additional Services”). Additional Services are Payments Services that are subject to additional terms and conditions, and you accept the relevant additional terms and conditions when you use an Additional Service.
10.2 The additional terms and conditions applicable to Additional Services currently offered via Podium are described below.
10.2.1. Podium Premium Fraud Protection Service. If you use the Podium Premium Fraud Protection Service, you agree to be bound by the Podium Premium Fraud Protection Service Terms.
10.2.2. Terminal Products. If you use Podium Terminal Products (as defined in the applicable terms), you agree to be bound by the Podium Terminal Terms.
10.2.3. Stripe Capital. Podium may facilitate your access to Stripe Capital. Stripe Capital is a financing service offered by Stripe, and not by Podium, and your obligations with respect to Stripe Capital will be solely between you, Stripe, and such other third parties selected by Stripe and named in the agreement that you enter into in order to access the Stripe Capital financing. If you obtain financing from Stripe Capital, you agree to abide by the restrictions set out in your Stripe Capital agreement, which includes a requirement that the Stripe Capital financing may only be used for bona fide business purchases, and a prohibition on you using a non-Stripe payment processor until such time as you have repaid the Stripe Capital financing. You should also be aware that Stripe Capital is a beta service, until such time as Stripe removes the beta label from the service.
10.3 Podium may at any time add or remove services from the list of available Additional Services or change the additional terms that apply to usage of an Additional Service.
Effective March 31st 2025 to June 30th 2026
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Table of Contents
Podium Payments Service Terms
By using or accessing Podium’s Payments Service, as defined herein, or by signing or otherwise accepting any Subscription Documentation referencing these terms, you (also referred to as “Client”) agree to be bound by the following terms and conditions (the “Payments Service Terms”).
These Payments Service Terms incorporate by this reference the Podium Terms of Service which, among other terms, contains provisions governing the resolution of claims (see “Disclaimers”, “Limitations of Liability”, “Dispute Resolution”, “General”). In the event of any conflict or inconsistency between these Payments Service Terms and the Podium Terms of Service, these Payments Service Terms will govern.
Capitalized terms used in these Payments Service Terms without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Payments Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references in the Podium Terms of Service to the “Agreement” will include these Payments Service Terms.
DEFINITIONS.
1.1 “Payment Processing Services” means the ability for you to submit, manage, and complete Transactions with your Customers via the Services, and "Payment Processing Service Providers" means payment processors that Podium uses to enable the Payment Processing Services.
1.2 “Payments Service” means the Payment Processing Services, together with such related functionality as Podium may offer from time to time, as provided by Podium and the Payment Services Providers, and “Payment Service Providers” means the third-party service providers used by Podium to facilitate certain features of the Payments Service. Payment Service Providers includes Payment Processing Service Providers, and Podium may add or remove Payment Service Providers from time to time.
1.3 “Personal Data” means information about an identifiable individual or information that is capable of being used (alone or in combination with other information) to identify an individual, (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
1.4 “Transaction” means a request to capture funds for or from a Customer-associated account with respect to a payment from a Customer, and includes the authorization, settlement, and if applicable, disputes, refunds, and reversals, with respect to such payment request. You initiate Transactions by submitting a request to Podium via the Payments Services, and Transactions are enabled by Payment Processing Service Providers.
2. SERVICES.
2.1 Use of the Payments Service. Subject to your performance of your duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide you with access to the Payments Service. Podium will have no obligation to provide any services or perform any tasks not specifically set forth in the Agreement (including any applicable Subscription Documentation).
2.2 Terminal Products. To the extent you use, purchase, or accept any Subscription Documentation that includes any Podium Terminal Products (as defined in the applicable terms), you agree to be bound by the Podium Terminal Terms.
2.3 Limited Payment Services. Podium may, from time to time and subject to certain restrictions and/or limitations, make certain limited features of the Payments Service (“Limited Payment Services”), such as initiation of a Transaction, available to you on a preliminary basis before you have verified your PPSP Account (as defined below) or linked a valid bank account (“Client Bank Account”) to your PPSP Account. If you elect to use these Limited Payments Services prior to verifying your PPSP Account or linking a valid Client Bank Account to your PPSP Account, you understand and agree that you will not be able to complete the Transaction(s), including the settlement and disbursement of corresponding funds unless and until you connect a valid Client Bank Account. Any funds associated with your incomplete Transaction(s) will be considered Unclaimed Funds (as defined below) and will be treated accordingly.
2.4 Stored Credentials. Podium may enable functionality in the Payments Service that allows your Customers to store and reuse payment credentials. Stored credentials may be stored on your behalf, or on your Customer’s behalf. If credentials are stored on your behalf, you may subsequently instruct Podium to initiate a Transaction with that Customer using those credentials, provided that you do so in compliance with: (i) the express consent that you have received from the Customer, as documented in writing; and (ii) these Payments Service Terms and the PPSP Agreement. Podium may decline to process any such Transaction that you initiate until it is satisfied that you have met this compliance obligation. If credentials are stored on behalf of a Customer, then you may not use those credentials to initiate a Transaction without express authorization of the Customer – it is up to the Customer to decide whether to reuse those credentials to complete a Transaction. You are not entitled to use stored credentials other than as specified in this section, and you will never be entitled to directly access or export stored credentials.
2.5. Subscription and Recurring Transactions. If you use the Payment Services for subscription or recurring Transactions you must ensure that you do so in accordance with applicable laws and regulations, as well as the rules of the payment method for which you are initiating the subscription or recurring Transaction. Without limiting the previous sentence, you must (a) obtain informed consent from Customers before initiating a series of recurring or subscription Transactions, (b) publish and provide Customers with access to a reasonable process by which Customers may cancel recurring or subscription Transactions, and (c) promptly comply with any cancellation request made to you by a Customer (including requests not made via your standard cancellation process).
PAYMENT PROCESSING SERVICES
3.1 Account Registration. You may access and fully use the Payment Processing Services only after your Payment Processing Service Provider account (“PPSP Account”) has been activated and verified within Podium’s platform. You agree and acknowledge that activation of a PSPP Account is subject to approval by the relevant Payment Processing Service Provider, and such Payment Processing Service Provider may suspend or terminate your PPSP Account at any time in accordance with the PPSP Agreement (as defined below). The information you provide to Podium to facilitate the activation and verification of your PPSP Account must be accurate, current, and complete. Until you have submitted, and Payment Processing Service Provider has reviewed and approved, all required information, your access (if any) to the Payment Processing Services will be on a preliminary, limited basis only, and Podium may terminate your access at any time and for any reason.
3.2 PPSP Agreement. Your use of the Payment Processing Services is conditional upon you accepting the terms and conditions imposed by the relevant Payment Processing Service Provider with respect to the aspects of the Payments Service that it facilitates (each a "PPSP Agreement"). By submitting Transactions via the Payment Processing Services, you must read and agree to PPSP Agreements of the Payment Processing Service Providers that facilitate the processing of payments. Currently, Podium engages Stripe as a Payment Processing Services Provider, and Stripe’s PPSP Agreement is located at https://stripe.com/connect-account/legal. The Stripe entity that enters into the PPSP Agreement with you, and the content of your Stripe PPSP Agreement, will depend upon your location. For the avoidance of doubt, Podium is not a party to any PPSP Agreement.
3.3 PPSP Account Management. The PSPP Agreement describes how your PPSP Account will be managed, including (i) the use and administration of any data about you, your Customers, and your Transactions, and (ii) action that may be submitted via your PPSP Account, such as initiating and refunding Transactions, handling disputes and other functions that are or may become available through your PPSP Account. You consent to Podium’s disclosure of your data (which may include Personal Data) to each Payment Processing Service Provider and to each Payment Processing Service Provider’s disclosure of your data (which may include Personal Data) to Podium, as the case may be, for the purpose of facilitating the provision of the Payment Processing Services.
3.4 Responsibility for PPSP Compliance. Podium is not responsible for any non-compliance by any Payment Service Provider with the terms of any PPSP Agreement, any laws, or payment method provider rules, or for the acts or omissions of any Payment Service Provider in providing services to you or your Customers.
3.5 Termination and Suspension by PPSP. If a Payment Processing Service Provider terminates or suspends your PPSP Agreement or PPSP Account, for any reason, Podium may immediately terminate or suspend your use of the Payment Processing Services, without any liability to you.
DATA USE.
4.1 In addition to the Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of the Payments Service, Client grants Podium and its affiliates the worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s third-party service providers) in order to provide the Payments Service to Client and (ii) to enable Podium to use Client Data to: (a) provide the Payments Service; (b) mitigate fraud, financial loss, or other harm; (c) analyze and improve, and incorporate Client Data into, Podium’s products, systems, and tools. Any information, including Personal Data, provided by Client in connection with the Payments Service will be subject to Podium’s Privacy Policy.
4.2 Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable law, provided that to the extent permitted under applicable law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Payments Service Terms) associated with a dispute after the expiration or termination of your applicable Subscription Documentation. If you are located in California, then solely for purposes of the California Consumer Privacy Act of 2018, Cal. Civil Code § 1798.100 et seq. (as may be amended from time to time) (the “CCPA”), (i) Podium is acting as a Service Provider (as defined in the CCPA) for Client as a Business (as defined in the CCPA), (ii) except as set forth herein, Podium is prohibited from selling the Client Data or retaining, using, or disclosing the Client Data for any purpose other than for the specific purpose of performing the Payments Service, (iii) Client hereby instructs Podium that the Business Purpose includes Podium (and its service providers) using and retaining the Client Data internally for the benefit of all of Podium’s clients, including detecting fraud, optimizing e-commerce solutions and similar performance enhancing purposes, and (iv) Podium understands and will comply with these restrictions.
CLIENT OBLIGATIONS.
5.1 Representations and Warranties. Client warrants and represents that it: (i) will comply with this Agreement; (ii) will ensure that its employees, contractors, and agents will at all times comply with the terms of this Agreement; (iii) will only use the Payments Service for bona fide commercial Transactions with its Customers, which have been authorized by those Customers; (iv) will research any Transaction and, if necessary, contact the Customer before completing or fulfilling the Transaction, if Client is unsure if such Transaction is erroneous or suspicious; (v) will be responsible for managing Client’s relationship with its Customers, including communication, selling, and providing products and services, and handling any disputes or returns with such Customers; (vi) will be responsible for providing all notices and obtaining all consents as required under applicable laws or regulations in connection with recurring and subscription Transactions; (vii) will be responsible for providing any other required notices and obtaining all consents as required under applicable laws, rules, regulations, or contract obligations governing any other features of the Payments Service Client uses under this Agreement; and (viii) will ensure that the form and content of any invoices Client generates and sends to its Customers using the Payments Service will comply with applicable law and are sufficient to achieve the legal or tax effects Client is trying to achieve. You affirm that you are solely responsible for the nature and quality of the products or services you provide and for the delivery, support, refunds, returns, and any other ancillary services you provide to your Customers.
5.2 Additional Representations. Client further represents and warrants that it: (i) has obtained necessary consent from the Customers in order for Podium to use Client Data in accordance with these Payments Service Terms, (ii) has provided notices to Customers, as required under applicable law, (iii) if applicable, has obtained consent from Customers to use automated decision making, (iv) has provided Customers with the ability to exercise any access rights as required under applicable law, and (v) complies with any requirements or limitations regarding the processing of Personal Data and data of minors, in each case, to the extent required under applicable law.
5.3 Unauthorized Activity. Client is responsible for any activity initiated using credentials issued by Podium or any Payment Service Provider. Where Podium incurs any losses based on unauthorized activity initiated by Client or on Client’s behalf, Client is financially liable for such losses. Such losses may be deducted from Client’s PPSP Account, or Podium may require Client to pay such losses.
REQUIREMENTS, LIMITATIONS AND RESTRICTIONS
6.1 Compliance with Laws. You must use the Payments Service in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Payments Service. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions.
6.2 Prohibited Businesses. You may not use the Payments Service to enable any person (including you) to benefit from any activities Podium (or a Payment Service Provider) has identified as a restricted business or activity (“Prohibited Businesses”), including those businesses listed in the Podium Acceptable Use Policy and the Stripe Restricted Business List, as well as any pornography, gambling, and/or firearms related businesses, activities, or transactions. “Prohibited Businesses” also includes any country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC). If you are uncertain whether a category of business or activity is restricted or have questions about how these restrictions apply to you, please contact Podium.
6.3 Other Restricted Uses. You may not use the Payments Service to facilitate illegal Transactions or to permit others to use the Payments Service for personal, family, or household purposes. In addition, you may not allow, and may not allow others to: (i) access or attempt to access non-public systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Payments Service, documentation, or Podium’s website except as expressly permitted by applicable Laws; (iii) act as service bureau or pass-through agent for the PPSP Account with no added value to your Customers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Payments Service or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Payments Service except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Payments Service or affect use by Podium’s other users; or (ix) impose an unreasonable or disproportionately large load on the Payments Service.
FEES, SETTLEMENT & PAYOUT SCHEDULE
7.1 Fees. In addition to any other Fees due to Podium under the Subscription Documentation, Client will pay a fee assessed on a per Transaction basis (“Transaction Fee”) and any additional fees for additional features within the Payments Service which may be made available by Podium from time to time (including, if applicable, a fee for use of the Premium Fraud Protection Service) (the Transaction Fees, together with the additional fees (if any), are “Payments Service Fees”, which form part of the Fees, as that term is defined in the Podium Terms of Service).
7.2 Determining Fees. Fees are set by Podium in its sole discretion, and Fees are payable in accordance with these Payments Service Terms, the Podium Terms of Service, and your applicable Subscription Documentation. If no Payments Service Fees are specified on your Subscription Documentation, your use of the Payments Service will be subject to the rates specified in the Payments portal within your Podium Services account. Podium may revise the Payments Service Fees at any time, by providing notice to Client, with the change in Fees effective thirty (30) days from the date of the applicable notice. In addition to the Fees, you must reimburse Podium for any liabilities incurred by Podium as a result of your use of the Payments Service in a manner not permitted by this Agreement or a PPSP Agreement, including penalties and fines. You agree that Podium will have the right to deduct the applicable Fees (including the Payments Service Fees) and any amounts otherwise due to Podium from your PPSP Account. If your PPSP Account balance is insufficient, Podium may debit the Client Bank Account to recover owed amounts.
7.3 Settlement. Podium will arrange to settle Transaction funds to your Client Bank Account in accordance with the Payout Schedule (defined below). You affirm that the account you designate as your Client Bank Account for the purposes of this agreement is: (i) owned by you, and (ii) titled in your legal name or trade name. You also affirm that you are authorized to initiate settlements to and debits from the Client Bank Account you designate. You also agree that Podium has the right to withhold settlement to your Client Bank Account if we reasonably determine that we have incurred or may incur losses resulting from credit, fraud, or other legal risks associated with your use of the Payments Service. If we exercise our right to withhold the settlement of funds for any reason, we will communicate the general reason for withholding the funds and give you a timeline and description of the preconditions that must be satisfied for releasing the funds. Additionally, if a refund or reversal is processed for any Transaction you complete using the Payments Service, you understand and agree that the initial Transaction Fees for the related Transaction will not be refunded back to you, unless the applicable Transaction is refunded before 9 p.m. local time on the same calendar day on which the Transaction was initiated.
7.4 Payout Schedule. In your Podium dashboard, Podium will specify the frequency of payouts of your balance to your Client Bank Account (“Payout Schedule”). The Payout schedule may vary depending on your Podium Account type, and Podium may delay or withhold a payout, notwithstanding the Payout Schedule, if Podium is entitled to do so under this Agreement. The Payout Schedule refers to the time at which Podium will attempt to initiate a payout, and Podium will not be responsible for any nonconformance with the Payout Schedule due to the acts or omissions of any third party (e.g., a telecommunications provider or financial institution). The payout amount may also take some time to appear in your Client Bank Account balance, due to the operation of systems outside of Podium’s control.
7.5 Reserve & Security Interest. If Podium determines your use of the Payments Service exposes or is likely to expose Podium to liability, Podium may set an amount of funds that Podium will hold to offset this risk (“Reserve”). Podium may fund the Reserve from your PSPP Account balance, from funds that you provide, or by debiting the Client Bank Account, and Podium may use the Reserve to offset any amounts that you owe Podium. A failure to fund a Reserve as required by Podium will constitute a breach of this Agreement, and Podium may hold the Reserve until Podium determines that it is no longer necessary. Client grants Podium a lien and security interest in the Reserve and agrees to execute any documents Podium reasonably requests to create, perfect, maintain, and enforce this security interest.
7.6 Unclaimed Funds or Dormant Accounts. If you leave any funds dormant in a PPSP Account, or if you do not link and/or maintain a link to a valid Client Bank Account, you may have a balance that is deemed “unclaimed” or “abandoned” under applicable law (“Unclaimed Funds”). In such an event, Podium may be required by law to deliver the Unclaimed Funds to various government agencies. To the extent required by applicable law, Podium will give you notice if we hold Unclaimed Funds payable to you in an account beyond the applicable dormancy period for abandoned property. If Podium or the Payment Processing Service Provider is unable to contact you, we will treat the Unclaimed Funds in your PPSP Account as abandoned and will deliver them to the appropriate government authority.
SUSPENSION & TERMINATION
8.1 Podium may refuse, condition, or suspend any Transactions that we believe: (i) may violate this Agreement; (ii) are unauthorized, fraudulent, or illegal; or (iii) expose you, Podium, or others to risks unacceptable to Podium. If we suspect or know that you are using or have used the Payments Service for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your Payment Provider Account, your Customers, and Transactions made through your use of Payment the Services.
8.2 Podium may also suspend your access to and/or use of the Payments Service, your PPSP Account, and your access to funds in your account, or terminate this Agreement, at any time if you are in breach of this Agreement, a PPSP Agreement, or Podium believes that your continued use of the Payments Service creates, or is likely to create a risk of harm to Podium, a Customer, or any other third party.
8.3 Termination of the Payments Service Terms means that you will no longer be authorized to access the Payments Service, which includes the ability to submit Transactions via the Payment Processing Services, however, termination will not affect your continued liability with respect to Transactions that you submit prior to date of termination.
LIMITATIONS ON PODIUM’S LIABILITY
9.1 Podium is not responsible for Client’s obligations to its Customers (including properly describing and delivering the goods or services being sold to Customers). You are solely responsible for, and Podium expressly disclaims all liability for, your compliance with applicable laws and obligations related to your provision of the goods or services to your Customers. This may include providing customer service, notification, and handling of refunds or Customer complaints, provision of receipts, registering your legal entity, or other actions not related to the Services. You agree to indemnify Podium for any losses we incur based on your failure to properly describe or deliver goods or services, or comply with your legal or contractual obligations to any Payment Service Provider or your Customers.
9.2 This Section is in addition to, and does not limit in any way, the risk allocation provisions of the Podium Service Terms.
ADDITIONAL SERVICES
10.1 From time to time, Podium may offer Services that supplement the Payments Service (“Additional Services”). Additional Services are Payments Services that are subject to additional terms and conditions, and you accept the relevant additional terms and conditions when you use an Additional Service.
10.2 The additional terms and conditions applicable to Additional Services currently offered via Podium are described below.
10.2.1. Podium Premium Fraud Protection Service. If you use the Podium Premium Fraud Protection Service, you agree to be bound by the Podium Premium Fraud Protection Service Terms.
10.2.2. Terminal Products. If you use Podium Terminal Products (as defined in the applicable terms), you agree to be bound by the Podium Terminal Terms.
10.2.3. Stripe Capital. Podium may facilitate your access to Stripe Capital. Stripe Capital is a financing service offered by Stripe, and not by Podium, and your obligations with respect to Stripe Capital will be solely between you, Stripe, and such other third parties selected by Stripe and named in the agreement that you enter into in order to access the Stripe Capital financing. If you obtain financing from Stripe Capital, you agree to abide by the restrictions set out in your Stripe Capital agreement, which includes a requirement that the Stripe Capital financing may only be used for bona fide business purchases, and a prohibition on you using a non-Stripe payment processor until such time as you have repaid the Stripe Capital financing. You should also be aware that Stripe Capital is a beta service, until such time as Stripe removes the beta label from the service.
10.3 Podium may at any time add or remove services from the list of available Additional Services or change the additional terms that apply to usage of an Additional Service.
Effective November 18th 2024 to March 31st 2025
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Table of Contents
Podium Payments Service Terms
By using or accessing Podium’s Payments Service, as defined herein, or by signing or otherwise accepting any Subscription Documentation referencing these terms, you (also referred to as “Client”) agree to be bound by the following terms and conditions (the “Payments Service Terms”).
These Payments Service Terms incorporate by this reference the Podium Terms of Service which, among other terms, contains provisions governing the resolution of claims (see “Disclaimers”, “Limitations of Liability”, “Dispute Resolution”, “General”). In the event of any conflict or inconsistency between these Payments Service Terms and the Podium Terms of Service, these Payments Service Terms will govern.
Capitalized terms used in these Payments Service Terms without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Payments Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references in the Podium Terms of Service to the “Agreement” will include these Payments Service Terms.
DEFINITIONS.
1.1 “Payment Processing Services” means the ability for you to submit, manage, and complete Transactions with your Customers via the Services, and "Payment Processing Service Providers" means payment processors that Podium uses to enable the Payment Processing Services.
1.2 “Payments Service” means the Payment Processing Services, together with such related functionality as Podium may offer from time to time, as provided by Podium and the Payment Services Providers, and “Payment Service Providers” means the third-party service providers used by Podium to facilitate certain features of the Payments Service. Payment Service Providers includes Payment Processing Service Providers, and Podium may add or remove Payment Service Providers from time to time.
1.3 “Personal Data” means information about an identifiable individual or information that is capable of being used (alone or in combination with other information) to identify an individual, (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
1.4 “Transaction” means a request to capture funds for or from a Customer-associated account with respect to a payment from a Customer, and includes the authorization, settlement, and if applicable, disputes, refunds, and reversals, with respect to such payment request. You initiate Transactions by submitting a request to Podium via the Payments Services, and Transactions are enabled by Payment Processing Service Providers.
2. SERVICES.
2.1 Use of the Payments Service. Subject to your performance of your duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide you with access to the Payments Service. Podium will have no obligation to provide any services or perform any tasks not specifically set forth in the Agreement (including any applicable Subscription Documentation).
2.2 Terminal Products. To the extent you use, purchase, or accept any Subscription Documentation that includes any Podium Terminal Products (as defined in the applicable terms), you agree to be bound by the Podium Terminal Terms.
2.3 Limited Payment Services. Podium may, from time to time and subject to certain restrictions and/or limitations, make certain limited features of the Payments Service (“Limited Payment Services”), such as initiation of a Transaction, available to you on a preliminary basis before you have verified your PPSP Account (as defined below) or linked a valid bank account (“Client Bank Account”) to your PPSP Account. If you elect to use these Limited Payments Services prior to verifying your PPSP Account or linking a valid Client Bank Account to your PPSP Account, you understand and agree that you will not be able to complete the Transaction(s), including the settlement and disbursement of corresponding funds unless and until you connect a valid Client Bank Account. Any funds associated with your incomplete Transaction(s) will be considered Unclaimed Funds (as defined below) and will be treated accordingly.
2.4 Stored Credentials. Podium may enable functionality in the Payments Service that allows your Customers to store and reuse payment credentials. Stored credentials may be stored on your behalf, or on your Customer’s behalf. If credentials are stored on your behalf, you may subsequently instruct Podium to initiate a Transaction with that Customer using those credentials, provided that you do so in compliance with: (i) the express consent that you have received from the Customer, as documented in writing; and (ii) these Payments Service Terms and the PPSP Agreement. Podium may decline to process any such Transaction that you initiate until it is satisfied that you have met this compliance obligation. If credentials are stored on behalf of a Customer, then you may not use those credentials to initiate a Transaction without express authorization of the Customer – it is up to the Customer to decide whether to reuse those credentials to complete a Transaction. You are not entitled to use stored credentials other than as specified in this section, and you will never be entitled to directly access or export stored credentials.
2.5. Subscription and Recurring Transactions. If you use the Payment Services for subscription or recurring Transactions you must ensure that you do so in accordance with applicable laws and regulations, as well as the rules of the payment method for which you are initiating the subscription or recurring Transaction. Without limiting the previous sentence, you must (a) obtain informed consent from Customers before initiating a series of recurring or subscription Transactions, (b) publish and provide Customers with access to a reasonable process by which Customers may cancel recurring or subscription Transactions, and (c) promptly comply with any cancellation request made to you by a Customer (including requests not made via your standard cancellation process).
PAYMENT PROCESSING SERVICES
3.1 Account Registration. You may access and fully use the Payment Processing Services only after your Payment Processing Service Provider account (“PPSP Account”) has been activated and verified within Podium’s platform. You agree and acknowledge that activation of a PSPP Account is subject to approval by the relevant Payment Processing Service Provider, and such Payment Processing Service Provider may suspend or terminate your PPSP Account at any time in accordance with the PPSP Agreement (as defined below). The information you provide to Podium to facilitate the activation and verification of your PPSP Account must be accurate, current, and complete. Until you have submitted, and Payment Processing Service Provider has reviewed and approved, all required information, your access (if any) to the Payment Processing Services will be on a preliminary, limited basis only, and Podium may terminate your access at any time and for any reason.
3.2 PPSP Agreement. Your use of the Payment Processing Services is conditional upon you accepting the terms and conditions imposed by the relevant Payment Processing Service Provider with respect to the aspects of the Payments Service that it facilitates (each a "PPSP Agreement"). By submitting Transactions via the Payment Processing Services, you must read and agree to PPSP Agreements of the Payment Processing Service Providers that facilitate the processing of payments. Currently, Podium engages Stripe as a Payment Processing Services Provider, and Stripe’s PPSP Agreement is located at https://stripe.com/connect-account/legal. The Stripe entity that enters into the PPSP Agreement with you, and the content of your Stripe PPSP Agreement, will depend upon your location. For the avoidance of doubt, Podium is not a party to any PPSP Agreement.
3.3 PPSP Account Management. The PSPP Agreement describes how your PPSP Account will be managed, including (i) the use and administration of any data about you, your Customers, and your Transactions, and (ii) action that may be submitted via your PPSP Account, such as initiating and refunding Transactions, handling disputes and other functions that are or may become available through your PPSP Account. You consent to Podium’s disclosure of your data (which may include Personal Data) to each Payment Processing Service Provider and to each Payment Processing Service Provider’s disclosure of your data (which may include Personal Data) to Podium, as the case may be, for the purpose of facilitating the provision of the Payment Processing Services.
3.4 Responsibility for PPSP Compliance. Podium is not responsible for any non-compliance by any Payment Service Provider with the terms of any PPSP Agreement, any laws, or payment method provider rules, or for the acts or omissions of any Payment Service Provider in providing services to you or your Customers.
3.5 Termination and Suspension by PPSP. If a Payment Processing Service Provider terminates or suspends your PPSP Agreement or PPSP Account, for any reason, Podium may immediately terminate or suspend your use of the Payment Processing Services, without any liability to you.
DATA USE.
4.1 In addition to the Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of the Payments Service, Client grants Podium and its affiliates the worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s third-party service providers) in order to provide the Payments Service to Client and (ii) to enable Podium to use Client Data to: (a) provide the Payments Service; (b) mitigate fraud, financial loss, or other harm; (c) analyze and improve, and incorporate Client Data into, Podium’s products, systems, and tools. Any information, including Personal Data, provided by Client in connection with the Payments Service will be subject to Podium’s Privacy Policy.
4.2 Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable law, provided that to the extent permitted under applicable law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Payments Service Terms) associated with a dispute after the expiration or termination of your applicable Subscription Documentation. If you are located in California, then solely for purposes of the California Consumer Privacy Act of 2018, Cal. Civil Code § 1798.100 et seq. (as may be amended from time to time) (the “CCPA”), (i) Podium is acting as a Service Provider (as defined in the CCPA) for Client as a Business (as defined in the CCPA), (ii) except as set forth herein, Podium is prohibited from selling the Client Data or retaining, using, or disclosing the Client Data for any purpose other than for the specific purpose of performing the Payments Service, (iii) Client hereby instructs Podium that the Business Purpose includes Podium (and its service providers) using and retaining the Client Data internally for the benefit of all of Podium’s clients, including detecting fraud, optimizing e-commerce solutions and similar performance enhancing purposes, and (iv) Podium understands and will comply with these restrictions.
CLIENT OBLIGATIONS.
5.1 Representations and Warranties. Client warrants and represents that it: (i) will comply with this Agreement; (ii) will ensure that its employees, contractors, and agents will at all times comply with the terms of this Agreement; (iii) will only use the Payments Service for bona fide commercial Transactions with its Customers, which have been authorized by those Customers; (iv) will research any Transaction and, if necessary, contact the Customer before completing or fulfilling the Transaction, if Client is unsure if such Transaction is erroneous or suspicious; (v) will be responsible for managing Client’s relationship with its Customers, including communication, selling, and providing products and services, and handling any disputes or returns with such Customers; (vi) will be responsible for providing all notices and obtaining all consents as required under applicable laws or regulations in connection with recurring and subscription Transactions; (vii) will be responsible for providing any other required notices and obtaining all consents as required under applicable laws, rules, regulations, or contract obligations governing any other features of the Payments Service Client uses under this Agreement; and (viii) will ensure that the form and content of any invoices Client generates and sends to its Customers using the Payments Service will comply with applicable law and are sufficient to achieve the legal or tax effects Client is trying to achieve. You affirm that you are solely responsible for the nature and quality of the products or services you provide and for the delivery, support, refunds, returns, and any other ancillary services you provide to your Customers.
5.2 Additional Representations. Client further represents and warrants that it: (i) has obtained necessary consent from the Customers in order for Podium to use Client Data in accordance with these Payments Service Terms, (ii) has provided notices to Customers, as required under applicable law, (iii) if applicable, has obtained consent from Customers to use automated decision making, (iv) has provided Customers with the ability to exercise any access rights as required under applicable law, and (v) complies with any requirements or limitations regarding the processing of Personal Data and data of minors, in each case, to the extent required under applicable law.
5.3 Unauthorized Activity. Client is responsible for any activity initiated using credentials issued by Podium or any Payment Service Provider. Where Podium incurs any losses based on unauthorized activity initiated by Client or on Client’s behalf, Client is financially liable for such losses. Such losses may be deducted from Client’s PPSP Account, or Podium may require Client to pay such losses.
REQUIREMENTS, LIMITATIONS AND RESTRICTIONS
6.1 Compliance with Laws. You must use the Payments Service in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Payments Service. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions.
6.2 Prohibited Businesses. You may not use the Payments Service to enable any person (including you) to benefit from any activities Podium (or a Payment Service Provider) has identified as a restricted business or activity (“Prohibited Businesses”), including those businesses listed in the Podium Acceptable Use Policy and the Stripe Restricted Business List, as well as any pornography, gambling, and/or firearms related businesses, activities, or transactions. “Prohibited Businesses” also includes any country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC). If you are uncertain whether a category of business or activity is restricted or have questions about how these restrictions apply to you, please contact Podium.
6.3 Other Restricted Uses. You may not use the Payments Service to facilitate illegal Transactions or to permit others to use the Payments Service for personal, family, or household purposes. In addition, you may not allow, and may not allow others to: (i) access or attempt to access non-public systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Payments Service, documentation, or Podium’s website except as expressly permitted by applicable Laws; (iii) act as service bureau or pass-through agent for the PPSP Account with no added value to your Customers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Payments Service or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Payments Service except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Payments Service or affect use by Podium’s other users; or (ix) impose an unreasonable or disproportionately large load on the Payments Service.
FEES, SETTLEMENT & PAYOUT SCHEDULE
7.1 Fees. In addition to any other Fees due to Podium under the Subscription Documentation, Client will pay a fee assessed on a per Transaction basis (“Transaction Fee”) and any additional fees for additional features within the Payments Service which may be made available by Podium from time to time (including, if applicable, a fee for use of the Premium Fraud Protection Service) (the Transaction Fees, together with the additional fees (if any), are “Payments Service Fees”, which form part of the Fees, as that term is defined in the Podium Terms of Service).
7.2 Determining Fees. Fees are set by Podium in its sole discretion, and Fees are payable in accordance with these Payments Service Terms, the Podium Terms of Service, and your applicable Subscription Documentation. If no Payments Service Fees are specified on your Subscription Documentation, your use of the Payments Service will be subject to Podium’s then-current rates, available at the Podium Pricing Page (for rates applicable to clients located in Australia, please visit this page or contact us here). Podium may revise the Payments Service Fees at any time, by providing notice to Client, with the change in Fees effective thirty (30) days from the date of the applicable notice. In addition to the Fees, you must reimburse Podium for any liabilities incurred by Podium as a result of your use of the Payments Service in a manner not permitted by this Agreement or a PPSP Agreement, including penalties and fines. You agree that Podium will have the right to deduct the applicable Fees (including the Payments Service Fees) and any amounts otherwise due to Podium from your PPSP Account. If your PPSP Account balance is insufficient, Podium may debit the Client Bank Account to recover owed amounts.
7.3 Settlement. Podium will arrange to settle Transaction funds to your Client Bank Account in accordance with the Payout Schedule (defined below). You affirm that the account you designate as your Client Bank Account for the purposes of this agreement is: (i) owned by you, and (ii) titled in your legal name or trade name. You also affirm that you are authorized to initiate settlements to and debits from the Client Bank Account you designate. You also agree that Podium has the right to withhold settlement to your Client Bank Account if we reasonably determine that we have incurred or may incur losses resulting from credit, fraud, or other legal risks associated with your use of the Payments Service. If we exercise our right to withhold the settlement of funds for any reason, we will communicate the general reason for withholding the funds and give you a timeline and description of the preconditions that must be satisfied for releasing the funds. Additionally, if a refund or reversal is processed for any Transaction you complete using the Payments Service, you understand and agree that the initial Transaction Fees for the related Transaction will not be refunded back to you, unless the applicable Transaction is refunded before 9 p.m. local time on the same calendar day on which the Transaction was initiated.
7.4 Payout Schedule. In your Podium dashboard, Podium will specify the frequency of payouts of your balance to your Client Bank Account (“Payout Schedule”). The Payout schedule may vary depending on your Podium Account type, and Podium may delay or withhold a payout, notwithstanding the Payout Schedule, if Podium is entitled to do so under this Agreement. The Payout Schedule refers to the time at which Podium will attempt to initiate a payout, and Podium will not be responsible for any nonconformance with the Payout Schedule due to the acts or omissions of any third party (e.g., a telecommunications provider or financial institution). The payout amount may also take some time to appear in your Client Bank Account balance, due to the operation of systems outside of Podium’s control.
7.5 Reserve & Security Interest. If Podium determines your use of the Payments Service exposes or is likely to expose Podium to liability, Podium may set an amount of funds that Podium will hold to offset this risk (“Reserve”). Podium may fund the Reserve from your PSPP Account balance, from funds that you provide, or by debiting the Client Bank Account, and Podium may use the Reserve to offset any amounts that you owe Podium. A failure to fund a Reserve as required by Podium will constitute a breach of this Agreement, and Podium may hold the Reserve until Podium determines that it is no longer necessary. Client grants Podium a lien and security interest in the Reserve and agrees to execute any documents Podium reasonably requests to create, perfect, maintain, and enforce this security interest.
7.6 Unclaimed Funds or Dormant Accounts. If you leave any funds dormant in a PPSP Account, or if you do not link and/or maintain a link to a valid Client Bank Account, you may have a balance that is deemed “unclaimed” or “abandoned” under applicable law (“Unclaimed Funds”). In such an event, Podium may be required by law to deliver the Unclaimed Funds to various government agencies. To the extent required by applicable law, Podium will give you notice if we hold Unclaimed Funds payable to you in an account beyond the applicable dormancy period for abandoned property. If Podium or the Payment Processing Service Provider is unable to contact you, we will treat the Unclaimed Funds in your PPSP Account as abandoned and will deliver them to the appropriate government authority.
SUSPENSION & TERMINATION
8.1 Podium may refuse, condition, or suspend any Transactions that we believe: (i) may violate this Agreement; (ii) are unauthorized, fraudulent, or illegal; or (iii) expose you, Podium, or others to risks unacceptable to Podium. If we suspect or know that you are using or have used the Payments Service for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your Payment Provider Account, your Customers, and Transactions made through your use of Payment the Services.
8.2 Podium may also suspend your access to and/or use of the Payments Service, your PPSP Account, and your access to funds in your account, or terminate this Agreement, at any time if you are in breach of this Agreement, a PPSP Agreement, or Podium believes that your continued use of the Payments Service creates, or is likely to create a risk of harm to Podium, a Customer, or any other third party.
8.3 Termination of the Payments Service Terms means that you will no longer be authorized to access the Payments Service, which includes the ability to submit Transactions via the Payment Processing Services, however, termination will not affect your continued liability with respect to Transactions that you submit prior to date of termination.
LIMITATIONS ON PODIUM’S LIABILITY
9.1 Podium is not responsible for Client’s obligations to its Customers (including properly describing and delivering the goods or services being sold to Customers). You are solely responsible for, and Podium expressly disclaims all liability for, your compliance with applicable laws and obligations related to your provision of the goods or services to your Customers. This may include providing customer service, notification, and handling of refunds or Customer complaints, provision of receipts, registering your legal entity, or other actions not related to the Services. You agree to indemnify Podium for any losses we incur based on your failure to properly describe or deliver goods or services, or comply with your legal or contractual obligations to any Payment Service Provider or your Customers.
9.2 This Section is in addition to, and does not limit in any way, the risk allocation provisions of the Podium Service Terms.
ADDITIONAL SERVICES
10.1 From time to time, Podium may offer Services that supplement the Payments Service (“Additional Services”). Additional Services are Payments Services that are subject to additional terms and conditions, and you accept the relevant additional terms and conditions when you use an Additional Service.
10.2 The additional terms and conditions applicable to Additional Services currently offered via Podium are described below.
10.2.1. Podium Premium Fraud Protection Service. If you use the Podium Premium Fraud Protection Service, you agree to be bound by the Podium Premium Fraud Protection Service Terms.
10.2.2. Terminal Products. If you use Podium Terminal Products (as defined in the applicable terms), you agree to be bound by the Podium Terminal Terms.
10.2.3. Stripe Capital. Podium may facilitate your access to Stripe Capital. Stripe Capital is a financing service offered by Stripe, and not by Podium, and your obligations with respect to Stripe Capital will be solely between you, Stripe, and such other third parties selected by Stripe and named in the agreement that you enter into in order to access the Stripe Capital financing. If you obtain financing from Stripe Capital, you agree to abide by the restrictions set out in your Stripe Capital agreement, which includes a requirement that the Stripe Capital financing may only be used for bona fide business purchases, and a prohibition on you using a non-Stripe payment processor until such time as you have repaid the Stripe Capital financing. You should also be aware that Stripe Capital is a beta service, until such time as Stripe removes the beta label from the service.
10.3 Podium may at any time add or remove services from the list of available Additional Services or change the additional terms that apply to usage of an Additional Service.
Effective October 19th 2023 to November 18th 2024
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Table of Contents
Podium Payments Service Terms
By using or accessing Podium’s Payments Service, as defined herein, or by signing or otherwise accepting any Subscription Documentation referencing these terms, you (also referred to as “Client”) agree to be bound by the following terms and conditions (the “Payments Service Terms”).
These Payments Service Terms incorporate by this reference the Podium Terms of Service which, among other terms, contains provisions governing the resolution of claims (see “Disclaimers”, “Limitations of Liability”, “Dispute Resolution”, “General”). In the event of any conflict or inconsistency between these Payments Service Terms and the Podium Terms of Service, these Payments Service Terms will govern.
Capitalized terms used in these Payments Service Terms without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Payments Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references in the Podium Terms of Service to the “Agreement” will include these Payments Service Terms.
DEFINITIONS.
1.1 “Payment Processing Services” means the ability for you to submit, manage, and complete Transactions with your Customers via the Services, and "Payment Processing Service Providers" means payment processors that Podium uses to enable the Payment Processing Services.
1.2 “Payments Service” means the Payment Processing Services, together with such related functionality as Podium may offer from time to time, as provided by Podium and the Payment Services Providers, and “Payment Service Providers” means the third-party service providers used by Podium to facilitate certain features of the Payments Service. Payment Service Providers includes Payment Processing Service Providers, and Podium may add or remove Payment Service Providers from time to time.
1.3 “Personal Data” means information about an identifiable individual or information that is capable of being used (alone or in combination with other information) to identify an individual, (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
1.4 “Transaction” means a request to capture funds for or from a Customer-associated account with respect to a payment from a Customer, and includes the authorization, settlement, and if applicable, disputes, refunds, and reversals, with respect to such payment request. You initiate Transactions by submitting a request to Podium via the Payments Services, and Transactions are enabled by Payment Processing Service Providers.
2. SERVICES.
2.1 Use of the Payments Service. Subject to your performance of your duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide you with access to the Payments Service. Podium will have no obligation to provide any services or perform any tasks not specifically set forth in the Agreement (including any applicable Subscription Documentation).
2.2 Terminal Products. To the extent you use, purchase, or accept any Subscription Documentation that includes any Podium Terminal Products (as defined in the applicable terms), you agree to be bound by the Podium Terminal Terms.
2.3 Limited Payment Services. Podium may, from time to time and subject to certain restrictions and/or limitations, make certain limited features of the Payments Service (“Limited Payment Services”), such as initiation of a Transaction, available to you on a preliminary basis before you have verified your PPSP Account (as defined below) or linked a valid bank account (“Client Bank Account”) to your PPSP Account. If you elect to use these Limited Payments Services prior to verifying your PPSP Account or linking a valid Client Bank Account to your PPSP Account, you understand and agree that you will not be able to complete the Transaction(s), including the settlement and disbursement of corresponding funds unless and until you connect a valid Client Bank Account. Any funds associated with your incomplete Transaction(s) will be considered Unclaimed Funds (as defined below) and will be treated accordingly.
2.4 Stored Credentials. Podium may enable functionality in the Payments Service that allows your Customers to store and reuse payment credentials. Stored credentials may be stored on your behalf, or on your Customer’s behalf. If credentials are stored on your behalf, you may subsequently instruct Podium to initiate a Transaction with that Customer using those credentials, provided that you do so in compliance with: (i) the express consent that you have received from the Customer, as documented in writing; and (ii) these Payments Service Terms and the PPSP Agreement. Podium may decline to process any such Transaction that you initiate until it is satisfied that you have met this compliance obligation. If credentials are stored on behalf of a Customer, then you may not use those credentials to initiate a Transaction without express authorization of the Customer – it is up to the Customer to decide whether to reuse those credentials to complete a Transaction. You are not entitled to use stored credentials other than as specified in this section, and you will never be entitled to directly access or export stored credentials.
2.5. Subscription and Recurring Transactions. If you use the Payment Services for subscription or recurring Transactions you must ensure that you do so in accordance with applicable laws and regulations, as well as the rules of the payment method for which you are initiating the subscription or recurring Transaction. Without limiting the previous sentence, you must (a) obtain informed consent from Customers before initiating a series of recurring or subscription Transactions, (b) publish and provide Customers with access to a reasonable process by which Customers may cancel recurring or subscription Transactions, and (c) promptly comply with any cancellation request made to you by a Customer (including requests not made via your standard cancellation process).
PAYMENT PROCESSING SERVICES
3.1 Account Registration. You may access and fully use the Payment Processing Services only after your Payment Processing Service Provider account (“PPSP Account”) has been activated and verified within Podium’s platform. You agree and acknowledge that activation of a PSPP Account is subject to approval by the relevant Payment Processing Service Provider, and such Payment Processing Service Provider may suspend or terminate your PPSP Account at any time in accordance with the PPSP Agreement (as defined below). The information you provide to Podium to facilitate the activation and verification of your PPSP Account must be accurate, current, and complete. Until you have submitted, and Payment Processing Service Provider has reviewed and approved, all required information, your access (if any) to the Payment Processing Services will be on a preliminary, limited basis only, and Podium may terminate your access at any time and for any reason.
3.2 PPSP Agreement. Your use of the Payment Processing Services is conditional upon you accepting the terms and conditions imposed by the relevant Payment Processing Service Provider with respect to the aspects of the Payments Service that it facilitates (each a "PPSP Agreement"). By submitting Transactions via the Payment Processing Services, you must read and agree to PPSP Agreements of the Payment Processing Service Providers that facilitate the processing of payments. Currently, Podium engages Stripe as a Payment Processing Services Provider, and Stripe’s PPSP Agreement is located at https://stripe.com/connect-account/legal. The Stripe entity that enters into the PPSP Agreement with you, and the content of your Stripe PPSP Agreement, will depend upon your location. For the avoidance of doubt, Podium is not a party to any PPSP Agreement.
3.3 PPSP Account Management. The PSPP Agreement describes how your PPSP Account will be managed, including (i) the use and administration of any data about you, your Customers, and your Transactions, and (ii) action that may be submitted via your PPSP Account, such as initiating and refunding Transactions, handling disputes and other functions that are or may become available through your PPSP Account. You consent to Podium’s disclosure of your data (which may include Personal Data) to each Payment Processing Service Provider and to each Payment Processing Service Provider’s disclosure of your data (which may include Personal Data) to Podium, as the case may be, for the purpose of facilitating the provision of the Payment Processing Services.
3.4 Responsibility for PPSP Compliance. Podium is not responsible for any non-compliance by any Payment Service Provider with the terms of any PPSP Agreement, any laws, or payment method provider rules, or for the acts or omissions of any Payment Service Provider in providing services to you or your Customers.
3.5 Termination and Suspension by PPSP. If a Payment Processing Service Provider terminates or suspends your PPSP Agreement or PPSP Account, for any reason, Podium may immediately terminate or suspend your use of the Payment Processing Services, without any liability to you.
DATA USE.
4.1 In addition to the Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of the Payments Service, Client grants Podium and its affiliates the worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s third-party service providers) in order to provide the Payments Service to Client and (ii) to enable Podium to use Client Data to: (a) provide the Payments Service; (b) mitigate fraud, financial loss, or other harm; (c) analyze and improve, and incorporate Client Data into, Podium’s products, systems, and tools. Any information, including Personal Data, provided by Client in connection with the Payments Service will be subject to Podium’s Privacy Policy.
4.2 Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable law, provided that to the extent permitted under applicable law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Payments Service Terms) associated with a dispute after the expiration or termination of your applicable Subscription Documentation. If you are located in California, then solely for purposes of the California Consumer Privacy Act of 2018, Cal. Civil Code § 1798.100 et seq. (as may be amended from time to time) (the “CCPA”), (i) Podium is acting as a Service Provider (as defined in the CCPA) for Client as a Business (as defined in the CCPA), (ii) except as set forth herein, Podium is prohibited from selling the Client Data or retaining, using, or disclosing the Client Data for any purpose other than for the specific purpose of performing the Payments Service, (iii) Client hereby instructs Podium that the Business Purpose includes Podium (and its service providers) using and retaining the Client Data internally for the benefit of all of Podium’s clients, including detecting fraud, optimizing e-commerce solutions and similar performance enhancing purposes, and (iv) Podium understands and will comply with these restrictions.
CLIENT OBLIGATIONS.
5.1 Representations and Warranties. Client warrants and represents that it: (i) will comply with this Agreement; (ii) will ensure that its employees, contractors, and agents will at all times comply with the terms of this Agreement; (iii) will only use the Payments Service for bona fide commercial Transactions with its Customers, which have been authorized by those Customers; (iv) will research any Transaction and, if necessary, contact the Customer before completing or fulfilling the Transaction, if Client is unsure if such Transaction is erroneous or suspicious; (v) will be responsible for managing Client’s relationship with its Customers, including communication, selling, and providing products and services, and handling any disputes or returns with such Customers; (vi) will be responsible for providing all notices and obtaining all consents as required under applicable laws or regulations in connection with recurring and subscription Transactions; (vii) will be responsible for providing any other required notices and obtaining all consents as required under applicable laws, rules, regulations, or contract obligations governing any other features of the Payments Service Client uses under this Agreement; and (viii) will ensure that the form and content of any invoices Client generates and sends to its Customers using the Payments Service will comply with applicable law and are sufficient to achieve the legal or tax effects Client is trying to achieve. You affirm that you are solely responsible for the nature and quality of the products or services you provide and for the delivery, support, refunds, returns, and any other ancillary services you provide to your Customers.
5.2 Additional Representations. Client further represents and warrants that it: (i) has obtained necessary consent from the Customers in order for Podium to use Client Data in accordance with these Payments Service Terms, (ii) has provided notices to Customers, as required under applicable law, (iii) if applicable, has obtained consent from Customers to use automated decision making, (iv) has provided Customers with the ability to exercise any access rights as required under applicable law, and (v) complies with any requirements or limitations regarding the processing of Personal Data and data of minors, in each case, to the extent required under applicable law.
5.3 Unauthorized Activity. Client is responsible for any activity initiated using credentials issued by Podium or any Payment Service Provider. Where Podium incurs any losses based on unauthorized activity initiated by Client or on Client’s behalf, Client is financially liable for such losses. Such losses may be deducted from Client’s PPSP Account, or Podium may require Client to pay such losses.
REQUIREMENTS, LIMITATIONS AND RESTRICTIONS
6.1 Compliance with Laws. You must use the Payments Service in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Payments Service. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions.
6.2 Prohibited Businesses. You may not use the Payments Service to enable any person (including you) to benefit from any activities Podium (or a Payment Service Provider) has identified as a restricted business or activity (“Prohibited Businesses”), including those businesses listed in the Podium Acceptable Use Policy and the Stripe Restricted Business List, as well as any pornography, gambling, and/or firearms related businesses, activities, or transactions. “Prohibited Businesses” also includes any country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC). If you are uncertain whether a category of business or activity is restricted or have questions about how these restrictions apply to you, please contact Podium.
6.3 Other Restricted Uses. You may not use the Payments Service to facilitate illegal Transactions or to permit others to use the Payments Service for personal, family, or household purposes. In addition, you may not allow, and may not allow others to: (i) access or attempt to access non-public systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Payments Service, documentation, or Podium’s website except as expressly permitted by applicable Laws; (iii) act as service bureau or pass-through agent for the PPSP Account with no added value to your Customers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Payments Service or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Payments Service except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Payments Service or affect use by Podium’s other users; or (ix) impose an unreasonable or disproportionately large load on the Payments Service.
FEES, SETTLEMENT & PAYOUT SCHEDULE
7.1 Fees. In addition to any other Fees due to Podium under the Subscription Documentation, Client will pay a fee assessed on a per Transaction basis (“Transaction Fee”) and any additional fees for additional features within the Payments Service which may be made available by Podium from time to time (including, if applicable, a fee for use of the Premium Fraud Protection Service) (the Transaction Fees, together with the additional fees (if any), are “Payments Service Fees”, which form part of the Fees, as that term is defined in the Podium Terms of Service).
7.2 Determining Fees. Fees are set by Podium in its sole discretion, and Fees are payable in accordance with these Payments Service Terms, the Podium Terms of Service, and your applicable Subscription Documentation. If no Payments Service Fees are specified on your Subscription Documentation, your use of the Payments Service will be subject to Podium’s then-current rates, available at the Podium Pricing Page (for rates applicable to clients located in Australia, please visit this page or contact us here). Podium may revise the Payments Service Fees at any time, by providing notice to Client, with the change in Fees effective thirty (30) days from the date of the applicable notice. In addition to the Fees, you must reimburse Podium for any liabilities incurred by Podium as a result of your use of the Payments Service in a manner not permitted by this Agreement or a PPSP Agreement, including penalties and fines. You agree that Podium will have the right to deduct the applicable Fees (including the Payments Service Fees) and any amounts otherwise due to Podium from your PPSP Account. If your PPSP Account balance is insufficient, Podium may debit the Client Bank Account to recover owed amounts.
7.3 Settlement. Podium will arrange to settle Transaction funds to your Client Bank Account in accordance with the Payout Schedule (defined below). You affirm that the account you designate as your Client Bank Account for the purposes of this agreement is: (i) owned by you, and (ii) titled in your legal name or trade name. You also affirm that you are authorized to initiate settlements to and debits from the Client Bank Account you designate. You also agree that Podium has the right to withhold settlement to your Client Bank Account if we reasonably determine that we have incurred or may incur losses resulting from credit, fraud, or other legal risks associated with your use of the Payments Service. If we exercise our right to withhold the settlement of funds for any reason, we will communicate the general reason for withholding the funds and give you a timeline and description of the preconditions that must be satisfied for releasing the funds. Additionally, if a refund or reversal is processed for any Transaction you complete using the Payments Service, you understand and agree that the initial Transaction Fees for the related Transaction will not be refunded back to you, unless the applicable Transaction is refunded before 9 p.m. local time on the same calendar day on which the Transaction was initiated.
7.4 Payout Schedule. In your Podium dashboard, Podium will specify the frequency of payouts of your balance to your Client Bank Account (“Payout Schedule”). The Payout schedule may vary depending on your Podium Account type, and Podium may delay or withhold a payout, notwithstanding the Payout Schedule, if Podium is entitled to do so under this Agreement. The Payout Schedule refers to the time at which Podium will attempt to initiate a payout, and Podium will not be responsible for any nonconformance with the Payout Schedule due to the acts or omissions of any third party (e.g., a telecommunications provider or financial institution). The payout amount may also take some time to appear in your Client Bank Account balance, due to the operation of systems outside of Podium’s control.
7.5 Reserve. If Podium determines your use of the Payments Service exposes or is likely to expose Podium to liability, Podium may set an amount of funds that Podium will hold to offset this risk (“Reserve”). Podium may fund the Reserve from your PSPP Account balance, from funds that you provide, or by debiting the Client Bank Account, and Podium may use the Reserve to offset any amounts that you owe Podium. A failure to fund a Reserve as required by Podium will constitute a breach of this Agreement, and Podium may hold the Reserve until Podium determines that it is no longer necessary.
7.6 Unclaimed Funds or Dormant Accounts. If you leave any funds dormant in a PPSP Account, or if you do not link and/or maintain a link to a valid Client Bank Account, you may have a balance that is deemed “unclaimed” or “abandoned” under applicable law (“Unclaimed Funds”). In such an event, Podium may be required by law to deliver the Unclaimed Funds to various government agencies. To the extent required by applicable law, Podium will give you notice if we hold Unclaimed Funds payable to you in an account beyond the applicable dormancy period for abandoned property. If Podium or the Payment Processing Service Provider is unable to contact you, we will treat the Unclaimed Funds in your PPSP Account as abandoned and will deliver them to the appropriate government authority.
SUSPENSION & TERMINATION
8.1 Podium may refuse, condition, or suspend any Transactions that we believe: (i) may violate this Agreement; (ii) are unauthorized, fraudulent, or illegal; or (iii) expose you, Podium, or others to risks unacceptable to Podium. If we suspect or know that you are using or have used the Payments Service for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your Payment Provider Account, your Customers, and Transactions made through your use of Payment the Services.
8.2 Podium may also suspend your access to and/or use of the Payments Service, your PPSP Account, and your access to funds in your account, or terminate this Agreement, at any time if you are in breach of this Agreement, a PPSP Agreement, or Podium believes that your continued use of the Payments Service creates, or is likely to create a risk of harm to Podium, a Customer, or any other third party.
8.3 Termination of the Payments Service Terms means that you will no longer be authorized to access the Payments Service, which includes the ability to submit Transactions via the Payment Processing Services, however, termination will not affect your continued liability with respect to Transactions that you submit prior to date of termination.
LIMITATIONS ON PODIUM’S LIABILITY
9.1 Podium is not responsible for Client’s obligations to its Customers (including properly describing and delivering the goods or services being sold to Customers). You are solely responsible for, and Podium expressly disclaims all liability for, your compliance with applicable laws and obligations related to your provision of the goods or services to your Customers. This may include providing customer service, notification, and handling of refunds or Customer complaints, provision of receipts, registering your legal entity, or other actions not related to the Services. You agree to indemnify Podium for any losses we incur based on your failure to properly describe or deliver goods or services, or comply with your legal or contractual obligations to any Payment Service Provider or your Customers.
9.2 This Section is in addition to, and does not limit in any way, the risk allocation provisions of the Podium Service Terms.
ADDITIONAL SERVICES
10.1 From time to time, Podium may offer Services that supplement the Payments Service (“Additional Services”). Additional Services are Payments Services that are subject to additional terms and conditions, and you accept the relevant additional terms and conditions when you use an Additional Service.
10.2 The additional terms and conditions applicable to Additional Services currently offered via Podium are described below.
10.2.1. Podium Premium Fraud Protection Service. If you use the Podium Premium Fraud Protection Service, you agree to be bound by the Podium Premium Fraud Protection Service Terms.
10.2.2. Terminal Products. If you use Podium Terminal Products (as defined in the applicable terms), you agree to be bound by the Podium Terminal Terms.
10.2.3. Stripe Capital. Podium may facilitate your access to Stripe Capital. Stripe Capital is a financing service offered by Stripe, and not by Podium, and your obligations with respect to Stripe Capital will be solely between you, Stripe, and such other third parties selected by Stripe and named in the agreement that you enter into in order to access the Stripe Capital financing. If you obtain financing from Stripe Capital, you agree to abide by the restrictions set out in your Stripe Capital agreement, which includes a requirement that the Stripe Capital financing may only be used for bona fide business purchases, and a prohibition on you using a non-Stripe payment processor until such time as you have repaid the Stripe Capital financing. You should also be aware that Stripe Capital is a beta service, until such time as Stripe removes the beta label from the service.
10.3 Podium may at any time add or remove services from the list of available Additional Services or change the additional terms that apply to usage of an Additional Service.
Effective August 4th 2023 to October 19th 2023
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Table of Contents
Podium Payments Service Terms
By using or accessing Podium’s Payments Service, as defined herein, or by signing or otherwise accepting any Subscription Documentation referencing these terms, you (also referred to as “Client”) agree to be bound by the following terms and conditions (the “Payments Service Terms”).
These Payments Service Terms incorporate by this reference the Podium Terms of Service which, among other terms, contains provisions governing the resolution of claims (see “Disclaimers”, “Limitations of Liability”, “Dispute Resolution”, “General”). In the event of any conflict or inconsistency between these Payments Service Terms and the Podium Terms of Service, these Payments Service Terms will govern.
Capitalized terms used in these Payments Service Terms without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Payments Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references in the Podium Terms of Service to the “Agreement” will include these Payments Service Terms.
DEFINITIONS.
1.1 “Payment Processing Services” means the ability for you to submit, manage, and complete Transactions with your Customers via the Services, and "Payment Processing Service Providers" means payment processors that Podium uses to enable the Payment Processing Services.
1.2 “Payments Service” means the Payment Processing Services, together with such related functionality as Podium may offer from time to time, as provided by Podium and the Payment Services Providers, and “Payment Service Providers” means the third-party service providers used by Podium to facilitate certain features of the Payments Service. Payment Service Providers includes Payment Processing Service Providers, and Podium may add or remove Payment Service Providers from time to time.
1.3 “Personal Data” means information about an identifiable individual or information that is capable of being used (alone or in combination with other information) to identify an individual, (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
1.4 “Transaction” means a request to capture funds for or from a Customer-associated account with respect to a payment from a Customer, and includes the authorization, settlement, and if applicable, disputes, refunds, and reversals, with respect to such payment request. You initiate Transactions by submitting a request to Podium via the Payments Services, and Transactions are enabled by Payment Processing Service Providers.
2. SERVICES.
2.1 Use of the Payments Service. Subject to your performance of your duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide you with access to the Payments Service. Podium will have no obligation to provide any services or perform any tasks not specifically set forth in the Agreement (including any applicable Subscription Documentation).
2.2 Terminal Products. To the extent you use, purchase, or accept any Subscription Documentation that includes any Podium Terminal Products (as defined in the applicable terms), you agree to be bound by the Podium Terminal Terms.
2.3 Limited Payment Services. Podium may, from time to time and subject to certain restrictions and/or limitations, make certain limited features of the Payments Service (“Limited Payment Services”), such as initiation of a Transaction, available to you on a preliminary basis before you have verified your PPSP Account (as defined below) or linked a valid bank account (“Client Bank Account”) to your PPSP Account. If you elect to use these Limited Payments Services prior to verifying your PPSP Account or linking a valid Client Bank Account to your PPSP Account, you understand and agree that you will not be able to complete the Transaction(s), including the settlement and disbursement of corresponding funds unless and until you connect a valid Client Bank Account. Any funds associated with your incomplete Transaction(s) will be considered Unclaimed Funds (as defined below) and will be treated accordingly.
2.4 Stored Credentials. Podium may enable functionality in the Payments Service that allows your Customers to store and reuse payment credentials. Stored credentials may be stored on your behalf, or on your Customer’s behalf. If credentials are stored on your behalf, you may subsequently instruct Podium to initiate a Transaction with that Customer using those credentials, provided that you do so in compliance with: (i) the express consent that you have received from the Customer, as documented in writing; and (ii) these Payments Service Terms and the PPSP Agreement. Podium may decline to process any such Transaction that you initiate until it is satisfied that you have met this compliance obligation. If credentials are stored on behalf of a Customer, then you may not use those credentials to initiate a Transaction without express authorization of the Customer – it is up to the Customer to decide whether to reuse those credentials to complete a Transaction. You are not entitled to use stored credentials other than as specified in this section, and you will never be entitled to directly access or export stored credentials.
2.5. Subscription and Recurring Transactions. If you use the Payment Services for subscription or recurring Transactions you must ensure that you do so in accordance with applicable laws and regulations, as well as the rules of the payment method for which you are initiating the subscription or recurring Transaction. Without limiting the previous sentence, you must (a) obtain informed consent from Customers before initiating a series of recurring or subscription Transactions, (b) publish and provide Customers with access to a reasonable process by which Customers may cancel recurring or subscription Transactions, and (c) promptly comply with any cancellation request made to you by a Customer (including requests not made via your standard cancellation process).
PAYMENT PROCESSING SERVICES
3.1 Account Registration. You may access and fully use the Payment Processing Services only after your Payment Processing Service Provider account (“PPSP Account”) has been activated and verified within Podium’s platform. You agree and acknowledge that activation of a PSPP Account is subject to approval by the relevant Payment Processing Service Provider, and such Payment Processing Service Provider may suspend or terminate your PPSP Account at any time in accordance with the PPSP Agreement (as defined below). The information you provide to Podium to facilitate the activation and verification of your PPSP Account must be accurate, current, and complete. Until you have submitted, and Payment Processing Service Provider has reviewed and approved, all required information, your access (if any) to the Payment Processing Services will be on a preliminary, limited basis only, and Podium may terminate your access at any time and for any reason.
3.2 PPSP Agreement. Your use of the Payment Processing Services is conditional upon you accepting the terms and conditions imposed by the relevant Payment Processing Service Provider with respect to the aspects of the Payments Service that it facilitates (each a "PPSP Agreement"). By submitting Transactions via the Payment Processing Services, you must read and agree to PPSP Agreements of the Payment Processing Service Providers that facilitate the processing of payments. Currently, Podium engages Stripe as a Payment Processing Services Provider, and Stripe’s PPSP Agreement is located at https://stripe.com/connect-account/legal. The Stripe entity that enters into the PPSP Agreement with you, and the content of your Stripe PPSP Agreement, will depend upon your location. For the avoidance of doubt, Podium is not a party to any PPSP Agreement.
3.3 PPSP Account Management. The PSPP Agreement describes how your PPSP Account will be managed, including (i) the use and administration of any data about you, your Customers, and your Transactions, and (ii) action that may be submitted via your PPSP Account, such as initiating and refunding Transactions, handling disputes and other functions that are or may become available through your PPSP Account. You consent to Podium’s disclosure of your data (which may include Personal Data) to each Payment Processing Service Provider and to each Payment Processing Service Provider’s disclosure of your data (which may include Personal Data) to Podium, as the case may be, for the purpose of facilitating the provision of the Payment Processing Services.
3.4 Responsibility for PPSP Compliance. Podium is not responsible for any non-compliance by any Payment Service Provider with the terms of any PPSP Agreement, any laws, or payment method provider rules, or for the acts or omissions of any Payment Service Provider in providing services to you or your Customers.
3.5 Termination and Suspension by PPSP. If a Payment Processing Service Provider terminates or suspends your PPSP Agreement or PPSP Account, for any reason, Podium may immediately terminate or suspend your use of the Payment Processing Services, without any liability to you.
DATA USE.
4.1 In addition to the Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of the Payments Service, Client grants Podium and its affiliates the worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s third-party service providers) in order to provide the Payments Service to Client and (ii) to enable Podium to use Client Data to: (a) provide the Payments Service; (b) mitigate fraud, financial loss, or other harm; (c) analyze and improve, and incorporate Client Data into, Podium’s products, systems, and tools. Any information, including Personal Data, provided by Client in connection with the Payments Service will be subject to Podium’s Privacy Policy.
4.2 Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable law, provided that to the extent permitted under applicable law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Payments Service Terms) associated with a dispute after the expiration or termination of your applicable Subscription Documentation. If you are located in California, then solely for purposes of the California Consumer Privacy Act of 2018, Cal. Civil Code § 1798.100 et seq. (as may be amended from time to time) (the “CCPA”), (i) Podium is acting as a Service Provider (as defined in the CCPA) for Client as a Business (as defined in the CCPA), (ii) except as set forth herein, Podium is prohibited from selling the Client Data or retaining, using, or disclosing the Client Data for any purpose other than for the specific purpose of performing the Payments Service, (iii) Client hereby instructs Podium that the Business Purpose includes Podium (and its service providers) using and retaining the Client Data internally for the benefit of all of Podium’s clients, including detecting fraud, optimizing e-commerce solutions and similar performance enhancing purposes, and (iv) Podium understands and will comply with these restrictions.
CLIENT OBLIGATIONS.
5.1 Representations and Warranties. Client warrants and represents that it: (i) will comply with this Agreement; (ii) will ensure that its employees, contractors, and agents will at all times comply with the terms of this Agreement; (iii) will only use the Payments Service for bona fide commercial Transactions with its Customers, which have been authorized by those Customers; (iv) will research any Transaction and, if necessary, contact the Customer before completing or fulfilling the Transaction, if Client is unsure if such Transaction is erroneous or suspicious; (v) will be responsible for managing Client’s relationship with its Customers, including communication, selling, and providing products and services, and handling any disputes or returns with such Customers; (vi) will be responsible for providing all notices and obtaining all consents as required under applicable laws or regulations in connection with recurring and subscription Transactions; (vii) will be responsible for providing any other required notices and obtaining all consents as required under applicable laws, rules, regulations, or contract obligations governing any other features of the Payments Service Client uses under this Agreement; and (viii) will ensure that the form and content of any invoices Client generates and sends to its Customers using the Payments Service will comply with applicable law and are sufficient to achieve the legal or tax effects Client is trying to achieve. You affirm that you are solely responsible for the nature and quality of the products or services you provide and for the delivery, support, refunds, returns, and any other ancillary services you provide to your Customers.
5.2 Additional Representations. Client further represents and warrants that it: (i) has obtained necessary consent from the Customers in order for Podium to use Client Data in accordance with these Payments Service Terms, (ii) has provided notices to Customers, as required under applicable law, (iii) if applicable, has obtained consent from Customers to use automated decision making, (iv) has provided Customers with the ability to exercise any access rights as required under applicable law, and (v) complies with any requirements or limitations regarding the processing of Personal Data and data of minors, in each case, to the extent required under applicable law.
5.3 Unauthorized Activity. Client is responsible for any activity initiated using credentials issued by Podium or any Payment Service Provider. Where Podium incurs any losses based on unauthorized activity initiated by Client or on Client’s behalf, Client is financially liable for such losses. Such losses may be deducted from Client’s PPSP Account, or Podium may require Client to pay such losses.
REQUIREMENTS, LIMITATIONS AND RESTRICTIONS
6.1 Compliance with Laws. You must use the Payments Service in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Payments Service. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions.
6.2 Prohibited Businesses. You may not use the Payments Service to enable any person (including you) to benefit from any activities Podium (or a Payment Service Provider) has identified as a restricted business or activity (“Prohibited Businesses”), including those businesses listed in the Podium Acceptable Use Policy and the Stripe Restricted Business List, as well as any pornography, gambling, and/or firearms related businesses, activities, or transactions. “Prohibited Businesses” also includes any country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC). If you are uncertain whether a category of business or activity is restricted or have questions about how these restrictions apply to you, please contact Podium.
6.3 Other Restricted Uses. You may not use the Payments Service to facilitate illegal Transactions or to permit others to use the Payments Service for personal, family, or household purposes. In addition, you may not allow, and may not allow others to: (i) access or attempt to access non-public systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Payments Service, documentation, or Podium’s website except as expressly permitted by applicable Laws; (iii) act as service bureau or pass-through agent for the PPSP Account with no added value to your Customers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Payments Service or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Payments Service except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Payments Service or affect use by Podium’s other users; or (ix) impose an unreasonable or disproportionately large load on the Payments Service.
FEES, SETTLEMENT & PAYOUT SCHEDULE
7.1 Fees. In addition to any other Fees due to Podium under the Subscription Documentation, Client will pay a fee assessed on a per Transaction basis (“Transaction Fee”) and any additional fees for additional features within the Payments Service which may be made available by Podium from time to time (including, if applicable, a fee for use of the Premium Fraud Protection Service)(the Transaction Fees, together with the additional fees (if any), are “Payments Service Fees”, which form part of the Fees, as that term is defined in the Podium Terms of Service).
7.2 Determining Fees. Fees are set by Podium in its sole discretion, and Fees are payable in accordance with these Payments Service Terms, the Podium Terms of Service, and your applicable Subscription Documentation. If no Payments Service Fees are specified on your Subscription Documentation, your use of the Payments Service will be subject to Podium’s then-current rates, available at the Podium Pricing Page (for rates applicable to clients located in Australia, please visit this page or contact us here). Podium may revise the Payments Service Fees at any time, by providing notice to Client, with the change in Fees effective thirty (30) days from the date of the applicable notice. In addition to the Fees, you must reimburse Podium for any liabilities incurred by Podium as a result of your use of the Payments Service in a manner not permitted by this Agreement or a PPSP Agreement, including penalties and fines. You agree that Podium will have the right to deduct the applicable Fees (including the Payments Service Fees) and any amounts otherwise due to Podium from your PPSP Account. If your PPSP Account balance is insufficient, Podium may debit the Client Bank Account to recover owed amounts.
7.3 Settlement. Podium will arrange to settle Transaction funds to your Client Bank Account in accordance with the Payout Schedule (defined below). You affirm that the account you designate as your Client Bank Account for the purposes of this agreement is: (i) owned by you, and (ii) titled in your legal name or trade name. You also affirm that you are authorized to initiate settlements to and debits from the Client Bank Account you designate. You also agree that Podium has the right to withhold settlement to your Client Bank Account if we reasonably determine that we have incurred or may incur losses resulting from credit, fraud, or other legal risks associated with your use of the Payments Service. If we exercise our right to withhold the settlement of funds for any reason, we will communicate the general reason for withholding the funds and give you a timeline and description of the preconditions that must be satisfied for releasing the funds. Additionally, if a refund or reversal is processed for any Transaction you complete using the Payments Service, you understand and agree that the initial Transaction Fees for the related Transaction will not be refunded back to you.
7.4 Payout Schedule. In your Podium dashboard, Podium will specify the frequency of payouts of your balance to your Client Bank Account (“Payout Schedule”). The Payout schedule may vary depending on your Podium Account type, and Podium may delay or withhold a payout, notwithstanding the Payout Schedule, if Podium is entitled to do so under this Agreement. The Payout Schedule refers to the time at which Podium will attempt to initiate a payout, and Podium will not be responsible for any nonconformance with the Payout Schedule due to the acts or omissions of any third party (e.g., a telecommunications provider or financial institution). The payout amount may also take some time to appear in your Client Bank Account balance, due to the operation of systems outside of Podium’s control.
7.5 Reserve. If Podium determines your use of the Payments Service exposes or is likely to expose Podium to liability, Podium may set an amount of funds that Podium will hold to offset this risk (“Reserve”). Podium may fund the Reserve from your PSPP Account balance, from funds that you provide, or by debiting the Client Bank Account, and Podium may use the Reserve to offset any amounts that you owe Podium. A failure to fund a Reserve as required by Podium will constitute a breach of this Agreement, and Podium may hold the Reserve until Podium determines that it is no longer necessary.
7.6 Unclaimed Funds or Dormant Accounts. If you leave any funds dormant in a PPSP Account, or if you do not link and/or maintain a link to a valid Client Bank Account, you may have a balance that is deemed “unclaimed” or “abandoned” under applicable law (“Unclaimed Funds”). In such an event, Podium may be required by law to deliver the Unclaimed Funds to various government agencies. To the extent required by applicable law, Podium will give you notice if we hold Unclaimed Funds payable to you in an account beyond the applicable dormancy period for abandoned property. If Podium or the Payment Processing Service Provider is unable to contact you, we will treat the Unclaimed Funds in your PPSP Account as abandoned and will deliver them to the appropriate government authority.
SUSPENSION & TERMINATION
8.1 Podium may refuse, condition, or suspend any Transactions that we believe: (i) may violate this Agreement; (ii) are unauthorized, fraudulent, or illegal; or (iii) expose you, Podium, or others to risks unacceptable to Podium. If we suspect or know that you are using or have used the Payments Service for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your Payment Provider Account, your Customers, and Transactions made through your use of Payment the Services.
8.2 Podium may also suspend your access to and/or use of the Payments Service, your PPSP Account, and your access to funds in your account, or terminate this Agreement, at any time if you are in breach of this Agreement, a PPSP Agreement, or Podium believes that your continued use of the Payments Service creates, or is likely to create a risk of harm to Podium, a Customer, or any other third party.
8.3 Termination of the Payments Service Terms means that you will no longer be authorized to access the Payments Service, which includes the ability to submit Transactions via the Payment Processing Services, however, termination will not affect your continued liability with respect to Transactions that you submit prior to date of termination.
LIMITATIONS ON PODIUM’S LIABILITY
9.1 Podium is not responsible for Client’s obligations to its Customers (including properly describing and delivering the goods or services being sold to Customers). You are solely responsible for, and Podium expressly disclaims all liability for, your compliance with applicable laws and obligations related to your provision of the goods or services to your Customers. This may include providing customer service, notification, and handling of refunds or Customer complaints, provision of receipts, registering your legal entity, or other actions not related to the Services. You agree to indemnify Podium for any losses we incur based on your failure to properly describe or deliver goods or services, or comply with your legal or contractual obligations to any Payment Service Provider or your Customers.
9.2 This Section is in addition to, and does not limit in any way, the risk allocation provisions of the Podium Service Terms.
ADDITIONAL SERVICES
10.1 From time to time, Podium may offer Services that supplement the Payments Service (“Additional Services”). Additional Services are Payments Services that are subject to additional terms and conditions, and you accept the relevant additional terms and conditions when you use an Additional Service.
10.2 The additional terms and conditions applicable to Additional Services currently offered via Podium are described below.
10.2.1. Podium Premium Fraud Protection Service. If you use the Podium Premium Fraud Protection Service, you agree to be bound by the Podium Premium Fraud Protection Service Terms.
10.2.2. Terminal Products. If you use Podium Terminal Products (as defined in the applicable terms), you agree to be bound by the Podium Terminal Terms.
10.2.3. Stripe Capital. Podium may facilitate your access to Stripe Capital. Stripe Capital is a financing service offered by Stripe, and not by Podium, and your obligations with respect to Stripe Capital will be solely between you, Stripe, and such other third parties selected by Stripe and named in the agreement that you enter into in order to access the Stripe Capital financing. If you obtain financing from Stripe Capital, you agree to abide by the restrictions set out in your Stripe Capital agreement, which includes a requirement that the Stripe Capital financing may only be used for bona fide business purchases, and a prohibition on you using a non-Stripe payment processor until such time as you have repaid the Stripe Capital financing. You should also be aware that Stripe Capital is a beta service, until such time as Stripe removes the beta label from the service.
10.3 Podium may at any time add or remove services from the list of available Additional Services or change the additional terms that apply to usage of an Additional Service.
Effective May 13th 2023 to August 4th 2023
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Table of Contents
Podium Payments Service Terms
By using or accessing Podium’s Payments Service, as defined herein, or by signing or otherwise accepting any Subscription Documentation referencing these terms, you (also referred to as “Client”) agree to be bound by the following terms and conditions (the “Payments Service Terms”).
These Payments Service Terms incorporate by this reference the Podium Terms of Service which, among other terms, contains provisions governing the resolution of claims (see “Disclaimers”, “Limitations of Liability”, “Dispute Resolution”, “General”). In the event of any conflict or inconsistency between these Payments Service Terms and the Podium Terms of Service, these Payments Service Terms will govern.
Capitalized terms used in these Payments Service Terms without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Payments Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references in the Podium Terms of Service to the “Agreement” will include these Payments Service Terms.
DEFINITIONS.
1.1 “Payment Processing Services” means the ability for you to submit, manage, and complete Transactions with your Customers via the Services, and "Payment Processing Service Providers" means payment processors that Podium uses to enable the Payment Processing Services.
1.2 “Payments Service” means the Payment Processing Services, together with such related functionality as Podium may offer from time to time, as provided by Podium and the Payment Services Providers, and “Payment Service Providers” means the third-party service providers used by Podium to facilitate certain features of the Payments Service. Payment Service Providers includes Payment Processing Service Providers, and Podium may add or remove Payment Service Providers from time to time.
1.3 “Personal Data” means information about an identifiable individual or information that is capable of being used (alone or in combination with other information) to identify an individual, (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
1.4 “Transaction” means a request to capture funds for or from a Customer-associated account with respect to a payment from a Customer, and includes the authorization, settlement, and if applicable, disputes, refunds, and reversals, with respect to such payment request. You initiate Transactions by submitting a request to Podium via the Payments Services, and Transactions are enabled by Payment Processing Service Providers.
2. SERVICES.
2.1 Use of the Payments Service. Subject to your performance of your duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide you with access to the Payments Service. Podium will have no obligation to provide any services or perform any tasks not specifically set forth in the Agreement (including any applicable Subscription Documentation).
2.2 Terminal Products. To the extent you use, purchase, or accept any Subscription Documentation that includes any Podium Terminal Products (as defined in the applicable terms), you agree to be bound by the Podium Terminal Terms.
2.3 Limited Payment Services. Podium may, from time to time and subject to certain restrictions and/or limitations, make certain limited features of the Payments Service (“Limited Payment Services”), such as initiation of a Transaction, available to you on a preliminary basis before you have verified your PPSP Account (as defined below) or linked a valid bank account (“Client Bank Account”) to your PPSP Account. If you elect to use these Limited Payments Services prior to verifying your PPSP Account or linking a valid Client Bank Account to your PPSP Account, you understand and agree that you will not be able to complete the Transaction(s), including the settlement and disbursement of corresponding funds unless and until you connect a valid Client Bank Account. Any funds associated with your incomplete Transaction(s) will be considered Unclaimed Funds (as defined below) and will be treated accordingly.
2.4 Stored Credentials. Podium may enable functionality in the Payments Service that allows your Customers to store and reuse payment credentials. Stored credentials may be stored on your behalf, or on your Customer’s behalf. If credentials are stored on your behalf, you may subsequently instruct Podium to initiate a Transaction with that Customer using those credentials, provided that you do so in compliance with: (i) the express consent that you have received from the Customer, as documented in writing; and (ii) these Payments Service Terms and the PPSP Agreement. Podium may decline to process any such Transaction that you initiate until it is satisfied that you have met this compliance obligation. If credentials are stored on behalf of a Customer, then you may not use those credentials to initiate a Transaction without express authorization of the Customer – it is up to the Customer to decide whether to reuse those credentials to complete a Transaction. You are not entitled to use stored credentials other than as specified in this section, and you will never be entitled to directly access or export stored credentials.
2.5. Subscription and Recurring Transactions. If you use the Payment Services for subscription or recurring Transactions you must ensure that you do so in accordance with applicable laws and regulations, as well as the rules of the payment method for which you are initiating the subscription or recurring Transaction. Without limiting the previous sentence, you must (a) obtain informed consent from Customers before initiating a series of recurring or subscription Transactions, (b) publish and provide Customers with access to a reasonable process by which Customers may cancel recurring or subscription Transactions, and (c) promptly comply with any cancellation request made to you by a Customer (including requests not made via your standard cancellation process).
PAYMENT PROCESSING SERVICES
3.1 Account Registration. You may access and fully use the Payment Processing Services only after your Payment Processing Service Provider account (“PPSP Account”) has been activated and verified within Podium’s platform. You agree and acknowledge that activation of a PSPP Account is subject to approval by the relevant Payment Processing Service Provider, and such Payment Processing Service Provider may suspend or terminate your PPSP Account at any time in accordance with the PPSP Agreement (as defined below). The information you provide to Podium to facilitate the activation and verification of your PPSP Account must be accurate, current, and complete. Until you have submitted, and Payment Processing Service Provider has reviewed and approved, all required information, your access (if any) to the Payment Processing Services will be on a preliminary, limited basis only, and Podium may terminate your access at any time and for any reason.
3.2 PPSP Agreement. Your use of the Payment Processing Services is conditional upon you accepting the terms and conditions imposed by the relevant Payment Processing Service Provider with respect to the aspects of the Payments Service that it facilitates (each a "PPSP Agreement"). By submitting Transactions via the Payment Processing Services, you must read and agree to PPSP Agreements of the Payment Processing Service Providers that facilitate the processing of payments. Currently, Podium engages Stripe as a Payment Processing Services Provider, and Stripe’s PPSP Agreement is located at https://stripe.com/connect-account/legal. The Stripe entity that enters into the PPSP Agreement with you, and the content of your Stripe PPSP Agreement, will depend upon your location. For the avoidance of doubt, Podium is not a party to any PPSP Agreement.
3.3 PPSP Account Management. The PSPP Agreement describes how your PPSP Account will be managed, including (i) the use and administration of any data about you, your Customers, and your Transactions, and (ii) action that may be submitted via your PPSP Account, such as initiating and refunding Transactions, handling disputes and other functions that are or may become available through your PPSP Account. You consent to Podium’s disclosure of your data (which may include Personal Data) to each Payment Processing Service Provider and to each Payment Processing Service Provider’s disclosure of your data (which may include Personal Data) to Podium, as the case may be, for the purpose of facilitating the provision of the Payment Processing Services.
3.4 Responsibility for PPSP Compliance. Podium is not responsible for any non-compliance by any Payment Service Provider with the terms of any PPSP Agreement, any laws, or payment method provider rules, or for the acts or omissions of any Payment Service Provider in providing services to you or your Customers.
3.5 Termination and Suspension by PPSP. If a Payment Processing Service Provider terminates or suspends your PPSP Agreement or PPSP Account, for any reason, Podium may immediately terminate or suspend your use of the Payment Processing Services, without any liability to you.
DATA USE.
4.1 In addition to the Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of the Payments Service, Client grants Podium and its affiliates the worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s third-party service providers) in order to provide the Payments Service to Client and (ii) to enable Podium to use Client Data to: (a) provide the Payments Service; (b) mitigate fraud, financial loss, or other harm; (c) analyze and improve, and incorporate Client Data into, Podium’s products, systems, and tools. Any information, including Personal Data, provided by Client in connection with the Payments Service will be subject to Podium’s Privacy Policy.
4.2 Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable law, provided that to the extent permitted under applicable law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Payments Service Terms) associated with a dispute after the expiration or termination of your applicable Subscription Documentation. If you are located in California, then solely for purposes of the California Consumer Privacy Act of 2018, Cal. Civil Code § 1798.100 et seq. (as may be amended from time to time) (the “CCPA”), (i) Podium is acting as a Service Provider (as defined in the CCPA) for Client as a Business (as defined in the CCPA), (ii) except as set forth herein, Podium is prohibited from selling the Client Data or retaining, using, or disclosing the Client Data for any purpose other than for the specific purpose of performing the Payments Service, (iii) Client hereby instructs Podium that the Business Purpose includes Podium (and its service providers) using and retaining the Client Data internally for the benefit of all of Podium’s clients, including detecting fraud, optimizing e-commerce solutions and similar performance enhancing purposes, and (iv) Podium understands and will comply with these restrictions.
CLIENT OBLIGATIONS.
5.1 Representations and Warranties. Client warrants and represents that it: (i) will comply with this Agreement; (ii) will ensure that its employees, contractors, and agents will at all times comply with the terms of this Agreement; (iii) will only use the Payments Service for bona fide commercial Transactions with its Customers, which have been authorized by those Customers; (iv) will research any Transaction and, if necessary, contact the Customer before completing or fulfilling the Transaction, if Client is unsure if such Transaction is erroneous or suspicious; (v) will be responsible for managing Client’s relationship with its Customers, including communication, selling, and providing products and services, and handling any disputes or returns with such Customers; (vi) will be responsible for providing all notices and obtaining all consents as required under applicable laws or regulations in connection with recurring and subscription Transactions; (vii) will be responsible for providing any other required notices and obtaining all consents as required under applicable laws, rules, regulations, or contract obligations governing any other features of the Payments Service Client uses under this Agreement; and (viii) will ensure that the form and content of any invoices Client generates and sends to its Customers using the Payments Service will comply with applicable law and are sufficient to achieve the legal or tax effects Client is trying to achieve. You affirm that you are solely responsible for the nature and quality of the products or services you provide and for the delivery, support, refunds, returns, and any other ancillary services you provide to your Customers.
5.2 Additional Representations. Client further represents and warrants that it: (i) has obtained necessary consent from the Customers in order for Podium to use Client Data in accordance with these Payments Service Terms, (ii) has provided notices to Customers, as required under applicable law, (iii) if applicable, has obtained consent from Customers to use automated decision making, (iv) has provided Customers with the ability to exercise any access rights as required under applicable law, and (v) complies with any requirements or limitations regarding the processing of Personal Data and data of minors, in each case, to the extent required under applicable law.
5.3 Unauthorized Activity. Client is responsible for any activity initiated using credentials issued by Podium or any Payment Service Provider. Where Podium incurs any losses based on unauthorized activity initiated by Client or on Client’s behalf, Client is financially liable for such losses. Such losses may be deducted from Client’s PPSP Account, or Podium may require Client to pay such losses.
REQUIREMENTS, LIMITATIONS AND RESTRICTIONS
6.1 Compliance with Laws. You must use the Payments Service in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Payments Service. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions.
6.2 Prohibited Businesses. You may not use the Payments Service to enable any person (including you) to benefit from any activities Podium (or a Payment Service Provider) has identified as a restricted business or activity (“Prohibited Businesses”), including those businesses listed in the Podium Acceptable Use Policy and the Stripe Restricted Business List, as well as any pornography, gambling, and/or firearms related businesses, activities, or transactions. “Prohibited Businesses” also includes any country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC). If you are uncertain whether a category of business or activity is restricted or have questions about how these restrictions apply to you, please contact Podium.
6.3 Other Restricted Uses. You may not use the Payments Service to facilitate illegal Transactions or to permit others to use the Payments Service for personal, family, or household purposes. In addition, you may not allow, and may not allow others to: (i) access or attempt to access non-public systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Payments Service, documentation, or Podium’s website except as expressly permitted by applicable Laws; (iii) act as service bureau or pass-through agent for the PPSP Account with no added value to your Customers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Payments Service or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Payments Service except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Payments Service or affect use by Podium’s other users; or (ix) impose an unreasonable or disproportionately large load on the Payments Service.
FEES, SETTLEMENT & PAYOUT SCHEDULE
7.1 Fees. In addition to any other Fees due to Podium under the Subscription Documentation, Client will pay a fee assessed on a per Transaction basis (“Transaction Fee”) and any additional fees for additional features within the Payments Service which may be made available by Podium from time to time (including, if applicable, a fee for use of the Premium Fraud Protection Service)(the Transaction Fees, together with the additional fees (if any), are “Payments Service Fees”, which form part of the Fees, as that term is defined in the Podium Terms of Service).
7.2 Determining Fees. Fees are set by Podium in its sole discretion, and Fees are payable in accordance with these Payments Service Terms, the Podium Terms of Service, and your applicable Subscription Documentation. If no Payments Service Fees are specified on your Subscription Documentation, your use of the Payments Service will be subject to Podium’s then-current rates, available at the Podium Pricing Page (for rates applicable to clients located in Australia, please contact us here). Podium may revise the Payments Service Fees at any time, by providing notice to Client, with the change in Fees effective thirty (30) days from the date of the applicable notice. In addition to the Fees, you must reimburse Podium for any liabilities incurred by Podium as a result of your use of the Payments Service in a manner not permitted by this Agreement or a PPSP Agreement, including penalties and fines. You agree that Podium will have the right to deduct the applicable Fees (including the Payments Service Fees) and any amounts otherwise due to Podium from your PPSP Account. If your PPSP Account balance is insufficient, Podium may debit the Client Bank Account to recover owed amounts.
7.3 Settlement. Podium will arrange to settle Transaction funds to your Client Bank Account in accordance with the Payout Schedule (defined below). You affirm that the account you designate as your Client Bank Account for the purposes of this agreement is: (i) owned by you, and (ii) titled in your legal name or trade name. You also affirm that you are authorized to initiate settlements to and debits from the Client Bank Account you designate. You also agree that Podium has the right to withhold settlement to your Client Bank Account if we reasonably determine that we have incurred or may incur losses resulting from credit, fraud, or other legal risks associated with your use of the Payments Service. If we exercise our right to withhold the settlement of funds for any reason, we will communicate the general reason for withholding the funds and give you a timeline and description of the preconditions that must be satisfied for releasing the funds. Additionally, if a refund or reversal is processed for any Transaction you complete using the Payments Service, you understand and agree that the initial Transaction Fees for the related Transaction will not be refunded back to you.
7.4 Payout Schedule. In your Podium dashboard, Podium will specify the frequency of payouts of your balance to your Client Bank Account (“Payout Schedule”). The Payout schedule may vary depending on your Podium Account type, and Podium may delay or withhold a payout, notwithstanding the Payout Schedule, if Podium is entitled to do so under this Agreement. The Payout Schedule refers to the time at which Podium will attempt to initiate a payout, and Podium will not be responsible for any nonconformance with the Payout Schedule due to the acts or omissions of any third party (e.g., a telecommunications provider or financial institution). The payout amount may also take some time to appear in your Client Bank Account balance, due to the operation of systems outside of Podium’s control.
7.5 Reserve. If Podium determines your use of the Payments Service exposes or is likely to expose Podium to liability, Podium may set an amount of funds that Podium will hold to offset this risk (“Reserve”). Podium may fund the Reserve from your PSPP Account balance, from funds that you provide, or by debiting the Client Bank Account, and Podium may use the Reserve to offset any amounts that you owe Podium. A failure to fund a Reserve as required by Podium will constitute a breach of this Agreement, and Podium may hold the Reserve until Podium determines that it is no longer necessary.
7.6 Unclaimed Funds or Dormant Accounts. If you leave any funds dormant in a PPSP Account, or if you do not link and/or maintain a link to a valid Client Bank Account, you may have a balance that is deemed “unclaimed” or “abandoned” under applicable law (“Unclaimed Funds”). In such an event, Podium may be required by law to deliver the Unclaimed Funds to various government agencies. To the extent required by applicable law, Podium will give you notice if we hold Unclaimed Funds payable to you in an account beyond the applicable dormancy period for abandoned property. If Podium or the Payment Processing Service Provider is unable to contact you, we will treat the Unclaimed Funds in your PPSP Account as abandoned and will deliver them to the appropriate government authority.
SUSPENSION & TERMINATION
8.1 Podium may refuse, condition, or suspend any Transactions that we believe: (i) may violate this Agreement; (ii) are unauthorized, fraudulent, or illegal; or (iii) expose you, Podium, or others to risks unacceptable to Podium. If we suspect or know that you are using or have used the Payments Service for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your Payment Provider Account, your Customers, and Transactions made through your use of Payment the Services.
8.2 Podium may also suspend your access to and/or use of the Payments Service, your PPSP Account, and your access to funds in your account, or terminate this Agreement, at any time if you are in breach of this Agreement, a PPSP Agreement, or Podium believes that your continued use of the Payments Service creates, or is likely to create a risk of harm to Podium, a Customer, or any other third party.
8.3 Termination of the Payments Service Terms means that you will no longer be authorized to access the Payments Service, which includes the ability to submit Transactions via the Payment Processing Services, however, termination will not affect your continued liability with respect to Transactions that you submit prior to date of termination.
LIMITATIONS ON PODIUM’S LIABILITY
9.1 Podium is not responsible for Client’s obligations to its Customers (including properly describing and delivering the goods or services being sold to Customers). You are solely responsible for, and Podium expressly disclaims all liability for, your compliance with applicable laws and obligations related to your provision of the goods or services to your Customers. This may include providing customer service, notification, and handling of refunds or Customer complaints, provision of receipts, registering your legal entity, or other actions not related to the Services. You agree to indemnify Podium for any losses we incur based on your failure to properly describe or deliver goods or services, or comply with your legal or contractual obligations to any Payment Service Provider or your Customers.
9.2 This Section is in addition to, and does not limit in any way, the risk allocation provisions of the Podium Service Terms.
ADDITIONAL SERVICES
10.1 From time to time, Podium may offer Services that supplement the Payments Service (“Additional Services”). Additional Services are Payments Services that are subject to additional terms and conditions, and you accept the relevant additional terms and conditions when you use an Additional Service.
10.2 The additional terms and conditions applicable to Additional Services currently offered via Podium are described below.
10.2.1. Podium Premium Fraud Protection Service. If you use the Podium Premium Fraud Protection Service, you agree to be bound by the Podium Premium Fraud Protection Service Terms.
10.2.2. Terminal Products. If you use Podium Terminal Products (as defined in the applicable terms), you agree to be bound by the Podium Terminal Terms.
10.2.3. Stripe Capital. Podium may facilitate your access to Stripe Capital. Stripe Capital is a financing service offered by Stripe, and not by Podium, and your obligations with respect to Stripe Capital will be solely between you, Stripe, and such other third parties selected by Stripe and named in the agreement that you enter into in order to access the Stripe Capital financing. If you obtain financing from Stripe Capital, you agree to abide by the restrictions set out in your Stripe Capital agreement, which includes a requirement that the Stripe Capital financing may only be used for bona fide business purchases, and a prohibition on you using a non-Stripe payment processor until such time as you have repaid the Stripe Capital financing. You should also be aware that Stripe Capital is a beta service, until such time as Stripe removes the beta label from the service.
10.3 Podium may at any time add or remove services from the list of available Additional Services or change the additional terms that apply to usage of an Additional Service.
Effective July 12th 2022 to May 13th 2023
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Table of Contents
Podium Payments Service Terms
By using or accessing Podium’s Payments Service, as defined herein, or by signing or otherwise accepting any Subscription Documentation referencing these terms, you (also referred to as “Client”) agree to be bound by the following terms and conditions (the “Payments Service Terms”).
These Payments Service Terms incorporate by this reference the Podium Terms of Service which, among other terms, contains provisions governing the resolution of claims (see “Disclaimers”, “Limitations of Liability”, “Dispute Resolution”, “General”). In the event of any conflict or inconsistency between these Payments Service Terms and the Podium Terms of Service, these Payments Service Terms will govern.
Capitalized terms used in these Payments Service Terms without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Payments Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references in the Podium Terms of Service to the “Agreement” will include these Payments Service Terms.
DEFINITIONS.
1.1 “Payment Processing Services” means the ability for you to submit, manage, and complete Transactions with your Customers via the Services.
1.2 “Payment Service Providers” means the third-party service providers used by Podium to facilitate certain features of the Payments Service, including payment processors (“Payment Processing Service Providers”), which as of the date of these Payments Service Terms includes Stripe, Inc. ("Stripe"), and fraud protection service providers. Podium may add or remove Payment Service Providers from time to time.
1.3 “Payments Service” means the Payment Processing Services, together with such related functionality as Podium may offer from time to time.
1.4 “Personal Data” means information about an identifiable individual, or information that is capable of being used (along or in combination with other information) to identify an individual, (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
1.5 “Transaction” means a request initiated by Client via the Payments Service for which Client directs Podium to capture funds for or from a Customer-associated account with respect to a payment from a Customer, and includes the authorization, settlement, and if applicable, disputes, refunds, and reversals, with respect to such payment request.
2. SERVICES.
2.1 Use of the Payments Service. Subject to your performance of your duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide you with access to the Payments Service. Podium will have no obligation to provide any services or perform any tasks not specifically set forth in the Agreement (including any applicable Subscription Documentation).
2.2 Terminal Products. To the extent you use, purchase, or accept any Subscription Documentation that includes any Podium Terminal Products (as defined in the applicable terms), you agree to be bound by the Podium Terminal Terms.
2.3 Limited Payment Services. Podium may, from time to time and subject to certain restrictions and/or limitations, make certain limited features of its Payments Service (“Limited Payment Services”), such as initiation of a Transaction, available to you on a preliminary basis before you have verified your PPSP Account or linked a valid bank account (“Client Bank Account”) to your PPSP Account. If you elect to use these Limited Payments Services prior to verifying your PPSP Account or linking a valid Client Bank Account to your PPSP Account, you understand and agree that Podium will not be able to complete the Transaction(s), including the settlement and disbursement of corresponding funds unless and until you connect a valid Client Bank Account. Any funds associated with your incomplete Transaction(s) will be considered Unclaimed Funds (as defined below) and will be treated accordingly.
2.4 Stored Credentials. Podium may enable functionality in the Payments Service that allows your Customers to store and reuse payment credentials. Stored credentials may be stored on your behalf, or on your Customer’s behalf. If credentials are stored on your behalf, you may subsequently instruct Podium to initiate a Transaction with that Customer using those credentials, provided that you do so in compliance with: (i) the express consent that you have received from the Customer, as documented in writing; and (ii) these Payments Service Terms and the PPSP Agreement. Podium may decline to process any such Transaction that you initiate until it is satisfied that you have met this compliance obligation. If credentials are stored on behalf of a Customer, then you may not use those credentials to initiate a Transaction – it is up to the Customer to decide whether to reuse those credentials to complete a Transaction. You are not entitled to use stored credentials other than as specified in this section, and you will never be entitled to directly access or export stored credentials.
2.5. Subscription and Recurring Transactions. If you use the Payment Services for subscription or recurring Transactions you must ensure that you do so in accordance with applicable laws and regulations, as well as the rules of the payment method for which you are initiating the subscription or recurring Transaction. Without limiting the previous sentence, you must (a) obtain informed consent from Customers before initiating a series of recurring or subscription Transactions, (b) publish and provide Customers with access to a reasonable process by which Customers may cancel recurring or subscription Transactions, and (c) promptly comply with any cancellation request made to you by a Customer (including requests not made via your standard cancellation process).
PAYMENT PROCESSING SERVICES
3.1 Account Registration. Client may access and fully use the Payment Processing Services only after a Payment Processing Service Provider account (“PPSP Account”) for Client has been activated and verified within Podium’s platform. You agree and acknowledge that activation of a PSPP Account is subject to approval by the relevant Payment Processing Service Provider, and such Payment Processing Service Provider may suspend or terminate your PPSP Account at any time in accordance with the PPSP Agreement (as defined below). The information you provide to Podium to facilitate the activation and verification of your PPSP Account must be accurate, current, and complete. Until you have submitted, and Payment Processing Service Provider has reviewed and approved, all required information, your access (if any) to the Payment Processing Services will be on a preliminary, limited basis only, and Podium may terminate your access at any time and for any reason.
3.2 PPSP Agreement. Your use of the Payment Processing Services is conditional upon you accepting the terms and conditions imposed by the relevant Payment Processing Service Provider with respect to the aspects of the Payments Service that it facilitates (each a "PPSP Agreement"). By submitting Transactions via the Payment Processing Services, you must read and agree to PPSP Agreements of the Payment Processing Service Providers that facilitate the processing of payments. Currently, Podium uses Stripe, Inc. to enable the Payment Processing Services, and Stripe’s PPSP Agreement is located at https://stripe.com/connect-account/legal. For the avoidance of doubt, Podium is not a party to any PPSP Agreement.
3.3 PPSP Account Management. This Agreement describes how your PPSP Account will be managed, including (i) the use and administration of any data about you, your Customers, or your Transactions that is provided to Podium, and (ii) action that may be submitted via Podium and your PPSP Account, such as initiating and refunding Transactions, handling chargebacks or disputes, and other functions that are or may become available through your PPSP Account. You consent to Podium’s disclosure of data (which may include Personal Data) to each Payment Processing Service Provider and to each Payment Processing Service Provider’s disclosure of data (which may include Personal Data) to Podium, as the case may be, for the purpose of facilitating the provision of the Payment Processing Services.
3.4 Responsibility for PPSP Compliance. Podium is not responsible for any non-compliance by Payment Service Provider with the terms of any PPSP Agreement, any laws, or payment method provider rules, or for the acts or omissions of any Payment Service Provider in providing services to you or your Customers.
3.5 Termination and Suspension by PPSP. If a Payment Processing Service Provider terminates or suspends your PPSP Agreement or PPSP Account, for any reason, Podium may immediately terminate or suspend your use of the Payment Processing Services, without any liability to you.
DATA USE.
4.1 In addition to the Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of the Payments Service, Client grants Podium and its affiliates the worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s third party service providers) in order to provide the Payments Service to Client and (ii) to enable Podium to use Client Data to: (a) provide the Payments Service; (b) mitigate fraud, financial loss, or other harm; (c) analyze and improve, and incorporate Client Data into, Podium’s products, systems, and tools. Any information, including Personal Data, provided by Client in connection with the Payments Service will be subject to Podium’s Privacy Policy.
4.2 Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable law, provided that to the extent permitted under applicable law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Payments Service Terms) associated with a dispute after the expiration or termination of your applicable Subscription Documentation. Solely for purposes of the California Consumer Privacy Act of 2018, Cal. Civil Code § 1798.100 et seq. (as may be amended from time to time) (the “CCPA”), (i) Podium is acting as a Service Provider (as defined in the CCPA) for Client as a Business (as defined in the CCPA), (ii) except as set forth herein, Podium is prohibited from selling the Client Data or retaining, using, or disclosing the Client Data for any purpose other than for the specific purpose of performing the Payments Service, (iii) Client hereby instructs Podium that the Business Purpose includes Podium (and its service providers) using and retaining the Client Data internally for the benefit of all of Podium’s clients, including detecting fraud, optimizing e-commerce solutions and similar performance enhancing purposes, and (iv) Podium understands and will comply with the restrictions herein.
CLIENT OBLIGATIONS.
5.1 Representations and Warranties. Client warrants and represents that it: (i) will comply with this Agreement; (ii) will ensure that its employees, contractors, and agents will at all times comply with the terms of this Agreement; (iii) will only use the Payments Service for bona fide commercial Transactions with its Customers, which have been authorized by those Customers; (iv) will research any Transaction and, if necessary, contact the Customer before completing or fulfilling the Transaction, if Client is unsure if such Transaction is erroneous or suspicious; (v) will be responsible for managing Client’s relationship with its Customers, including communication, selling, and providing products and services, and handling any disputes or returns with such Customers; (vi) will be responsible for providing all notices and obtaining all consents as required under applicable laws or regulations in connection with recurring and subscription Transactions; (vii) will be responsible for providing any other required notices and obtaining all consents as required under applicable laws, rules, regulations, or contract obligations governing any other features of the Payments Service Client uses under this Agreement; and (viii) will ensure that the form and content of any invoices Client generates and sends to its Customers using the Payments Service will comply with applicable law and are sufficient to achieve the legal or tax effects Client is trying to achieve. You affirm that you are solely responsible for the nature and quality of the products or services you provide and for the delivery, support, refunds, returns, and any other ancillary services you provide to your Customers.
5.2 Additional Representations. Client further represents and warrants that it: (i) has obtained necessary consent from the Customers in order for Podium to use Client Data in accordance with these Payments Service Terms, (ii) has provided notices to Customers, as required under applicable law, (iii) if applicable, has obtained consent from Customers to use automated decision making, (iv) has provided Customers with the ability to exercise any access rights as required under applicable law, and (v) complies with any requirements or limitations regarding the processing of Personal Data and data of minors, in each case, to the extent required under applicable law.
5.3 Unauthorized Activity. Client is responsible for any activity initiated using credentials issued by Podium or any Payment Service Provider. Where Podium incurs any losses based on unauthorized activity initiated by Client or on Client’s behalf, Client is financially liable for such losses. Such losses may be deducted from Client’s PPSP Account, or Podium may require Client to pay such losses.
REQUIREMENTS, LIMITATIONS AND RESTRICTIONS
6.1 Compliance with Laws. You must use the Payments Service in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Payments Service. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions.
6.2 Prohibited Businesses. You may not use the Payments Service to enable any person (including you) to benefit from any activities Podium (or Payment Service Provider) has identified as a restricted business or activity (“Prohibited Businesses”), including those businesses listed in the Podium Acceptable Use Policy and the Stripe Restricted Business List, as well as any pornography, gambling, and/or firearms related businesses, activities, or transactions. “Prohibited Businesses” also includes any country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC). If you are uncertain whether a category of business or activity is restricted or have questions about how these restrictions apply to you, please contact Podium.
6.3 Other Restricted Uses. You may not use the Payments Service to facilitate illegal Transactions or to permit others to use the Payments Service for personal, family, or household purposes. In addition, you may not allow, and may not allow others to: (i) access or attempt to access non-public systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Payments Service, documentation, or Podium’s website except as expressly permitted by applicable Laws; (iii) act as service bureau or pass-through agent for the PPSP Account with no added value to your Customers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Payments Service or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Payments Service except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Payments Service or affect use by Podium’s other users; or (ix) impose an unreasonable or disproportionately large load on the Payments Service.
FEES, SETTLEMENT & PAYOUT SCHEDULE
7.1 Fees. In addition to any other Fees due to Podium under the Subscription Documentation, Client will pay a fee assessed on a per Transaction basis (“Transaction Fee”) and any additional fees for additional features within the Payments Service which may be made available by Podium from time to time (including, if applicable, a fee for use of the Premium Fraud Protection Service)(the Transaction Fees, together with the additional fees (if any), are “Payments Service Fees”, which form part of the Fees, as that term is defined in the Podium Terms of Service).
7.2 Determining Fees. Fees are set by Podium in its sole discretion, and Fees are payable in accordance with these Payments Service Terms, the Podium Terms of Service, and your applicable Subscription Documentation. If no Payments Service Fees are specified on your Subscription Documentation, your use of the Payments Service will be subject to Podium’s then-current rates, available at the Podium Pricing Page. Podium may revise the Payments Service Fees at any time, by providing notice to Client, with the change in Fees effective thirty (30) days from the date of the applicable notice. In addition to the Fees, you must reimburse Podium for any liabilities incurred by Podium as a result of your use of the Payments Service in a manner not permitted by this Agreement or a PPSP Agreement, including penalties and fines. You agree that Podium will have the right to deduct the applicable Fees (including the Payments Service Fees) and any amounts otherwise due to Podium from your PPSP Account. If your PPSP Account balance is insufficient, Podium may debit the Client Bank Account to recover owed amounts.
7.3 Settlement. Podium will arrange to settle Transaction funds to your Client Bank Account in accordance with the Payout Schedule (defined below). You affirm that the account you designate as your Client Bank Account for the purposes of this agreement is: (i) owned by you, and (ii) titled in your legal name or trade name. You also affirm that you are authorized to initiate settlements to and debits from the Client Bank Account you designate. You also agree that Podium has the right to withhold settlement to your Client Bank Account if we reasonably determine that we have incurred or may incur losses resulting from credit, fraud, or other legal risks associated with your use of the Payments Service. If we exercise our right to withhold the settlement of funds for any reason, we will communicate the general reason for withholding the funds and give you a timeline and description of the preconditions that must be satisfied for releasing the funds.
7.4 Payout Schedule. In your Podium dashboard, Podium will specify the frequency of payouts of your balance to your Client Bank Account (“Payout Schedule”). The Payout schedule may vary depending on your Podium Account type, and Podium may delay or withhold a payout, notwithstanding the Payout Schedule, if Podium is entitled to do so under this Agreement. The Payout Schedule refers to the time at which Podium will attempt to initiate a payout, and Podium will not be responsible for any nonconformance with the Payout Schedule due to the acts or omissions of any third party (e.g., a telecommunications provider or financial institution). The payout amount may also take some time to appear in your Client Bank Account balance, due to the operation of systems outside of Podium’s control.
7.5 Reserve. If Podium determines your use of the Payments Service exposes or is likely to expose Podium to liability, Podium may set an amount of funds that Podium will hold to offset this risk (“Reserve”). Podium may fund the Reserve from your PSPP Account balance, from funds that you provide, or by debiting the Client Bank Account, and Podium may use the Reserve to offset any amounts that you owe Podium. A failure to fund a Reserve as required by Podium will constitute a breach of this Agreement, and Podium may hold the Reserve until Podium determines that it is no longer necessary.
7.6 Unclaimed Funds or Dormant Accounts. If you leave any funds dormant in a PPSP Account, or if you do not link and/or maintain a link to a valid Client Bank Account, you may have a balance that is deemed “unclaimed” or “abandoned” under applicable law (“Unclaimed Funds”). In such an event, Podium may be required by law to deliver the Unclaimed Funds to various government agencies. To the extent required by applicable law, Podium will give you notice if we hold Unclaimed Funds payable to you in an account beyond the applicable dormancy period for abandoned property. If Podium or the Payment Processing Service Provider are unable to contact you, we will treat the Unclaimed Funds in your PPSP Account as abandoned and will deliver them to the appropriate government authority.
SUSPENSION & TERMINATION
8.1 Podium may refuse, condition, or suspend any Transactions that we believe: (i) may violate this Agreement; (ii) are unauthorized, fraudulent, or illegal; or (iii) expose you, Podium, or others to risks unacceptable to Podium. If we suspect or know that you are using or have used the Payments Service for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your Payment Provider Account, your Customers, and Transactions made through your use of Payment the Services.
8.2 Podium may also suspend your access to and/or use of the Payments Service, your PPSP Account, and your access to funds in your account, or terminate this Agreement, at any time if you are in breach of this Agreement, a PPSP Agreement, or Podium believes that your continued use of the Payments Service creates, or is likely to create a risk of harm to Podium, a Customer, or any other third party.
8.3 Termination of the Payments Service Terms means that you will no longer be authorized to access the Payments Service, which includes the ability to submit Transactions via the Payment Processing Services, however termination will not affect your continued liability with respect to Transactions that you submit prior to date of termination.
LIMITATIONS ON PODIUM’S LIABILITY
9.1 Podium is not responsible for Client’s obligations to its Customers (including properly describing and delivering the goods or services being sold to Customers). You are solely responsible for, and Podium expressly disclaims all liability for, your compliance with applicable laws and obligations related to your provision of the goods or services to your Customers. This may include providing customer service, notification and handling of refunds or Customer complaints, provision of receipts, registering your legal entity, or other actions not related to the Services. You agree to indemnify Podium for any losses we incur based on your failure to properly describe or deliver goods or services, or comply with your legal or contractual obligations to Payment Service Provider or your Customers.
9.2 This Section is in addition to, and does not limit in any way, the risk allocation provisions of the Podium Service Terms.
ADDITIONAL SERVICES
10.1 From time to time, Podium may offer Services that supplement the Payments Service (“Additional Services”). Additional Services are Payments Services that are subject to additional terms and conditions, and you accept the relevant additional terms and conditions when you use an Additional Service.
10.2 The additional terms and conditions applicable to Additional Services currently offered via Podium are described below.
10.2.1. Podium Premium Fraud Protection Service. If you use the Podium Premium Fraud Protection Service, you agree to be bound by the Podium Premium Fraud Protection Service Terms.
10.2.2. Terminal Products. If you use Podium Terminal Products (as defined in the applicable terms), you agree to be bound by the Podium Terminal Terms.
10.2.3. Stripe Capital. Podium may facilitate your access to Stripe Capital. Stripe Capital is a financing service offered by Stripe, and not by Podium, and your obligations with respect to Stripe Capital will be solely between you, Stripe, and such other third parties selected by Stripe and named in the agreement that you enter into in order to access the Stripe Capital financing. If you obtain financing from Stripe Capital, you agree to abide by the restrictions set out in your Stripe Capital agreement, which includes a requirement that the Stripe Capital financing may only be used for bona fide business purchases, and a prohibition on you using a non-Stripe payment processor until such time as you have repaid the Stripe Capital financing. You should also be aware that Stripe Capital is a beta service, until such time as Stripe removes the beta label from the service.
10.3 Podium may at any time add or remove services from the list of available Additional Services or change the additional terms that apply to usage of an Additional Service.
Effective May 17th 2022 to July 12th 2022
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Table of Contents
Podium Payments Service Terms
By using or accessing Podium’s Payments Service, as defined herein, or by signing or otherwise accepting any Subscription Documentation referencing these terms, you (also referred to as “Client”) agree to be bound by the following terms and conditions (the “Payments Service Terms”).
These Payments Service Terms incorporate by this reference the Podium Terms of Service which, among other terms, contains provisions governing the resolution of claims (see “Disclaimers”, “Limitations of Liability”, “Dispute Resolution”, “General”). In the event of any conflict or inconsistency between these Payments Service Terms and the Podium Terms of Service, these Payments Service Terms will govern.
Capitalized terms used in these Payments Service Terms without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Payments Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references in the Podium Terms of Service to the “Agreement” will include these Payments Service Terms.
DEFINITIONS.
1.1 “Payment Processing Services” means the ability for you to submit, manage, and complete Transactions with your Customers via the Services.
1.2 “Payment Service Providers” means the third-party service providers used by Podium to facilitate certain features of the Payments Service, including payment processors (“Payment Processing Service Providers”), which as of the date of these Payments Service Terms includes Stripe, Inc., and fraud protection service providers. Podium may add or remove Payment Service Providers from time to time.
1.3 “Payments Service” means the Payment Processing Services, together with such related functionality as Podium may offer from time to time.
1.4 “Personal Data” means information about an identifiable individual, or information that is capable of being used (along or in combination with other information) to identify an individual, (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
1.5 “Transaction” means a request initiated by Client via the Payments Service for which Client directs Podium to capture funds for or from a Customer-associated account with respect to a payment from a Customer, and includes the authorization, settlement, and if applicable, disputes, refunds, and reversals, with respect to such payment request.
2. SERVICES.
2.1 Use of the Payments Service. Subject to your performance of your duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide you with access to the Payments Service. Podium will have no obligation to provide any services or perform any tasks not specifically set forth in the Agreement (including any applicable Subscription Documentation).
2.2 Terminal Products. To the extent you use, purchase, or accept any Subscription Documentation that includes any Podium Terminal Products (as defined in the applicable terms), you agree to be bound by the Podium Terminal Terms.
2.3 Limited Payment Services. Podium may, from time to time and subject to certain restrictions and/or limitations, make certain limited features of its Payments Service (“Limited Payment Services”), such as initiation of a Transaction, available to you on a preliminary basis before you have verified your PPSP Account or linked a valid bank account (“Client Bank Account”) to your PPSP Account. If you elect to use these Limited Payments Services prior to verifying your PPSP Account or linking a valid Client Bank Account to your PPSP Account, you understand and agree that Podium will not be able to complete the Transaction(s), including the settlement and disbursement of corresponding funds unless and until you connect a valid Client Bank Account. Any funds associated with your incomplete Transaction(s) will be considered Unclaimed Funds (as defined below) and will be treated accordingly.
2.4 Stored Credentials. Podium may enable functionality in the Payments Service that allows your Customers to store and reuse payment credentials. Stored credentials may be stored on your behalf, or on your Customer’s behalf. If credentials are stored on your behalf, you may subsequently instruct Podium to initiate a Transaction with that Customer using those credentials, provided that you do so in compliance with: (i) the express consent that you have received from the Customer, as documented in writing; and (ii) these Payments Service Terms and the PPSP Agreement. Podium may decline to process any such Transaction that you initiate until it is satisfied that you have met this compliance obligation. If credentials are stored on behalf of a Customer, then you may not use those credentials to initiate a Transaction – it is up to the Customer to decide whether to reuse those credentials to complete a Transaction. You are not entitled to use stored credentials other than as specified in this section, and you will never be entitled to directly access or export stored credentials.
PAYMENT PROCESSING SERVICES
3.1 Account Registration. Client may access and fully use the Payment Processing Services only after a Payment Processing Service Provider account (“PPSP Account”) for Client has been activated and verified within Podium’s platform. You agree and acknowledge that activation of a PSPP Account is subject to approval by the relevant Payment Processing Service Provider, and such Payment Processing Service Provider may suspend or terminate your PPSP Account at any time in accordance with the PPSP Agreement (as defined below). The information you provide to Podium to facilitate the activation and verification of your PPSP Account must be accurate, current, and complete. Until you have submitted, and Payment Processing Service Provider has reviewed and approved, all required information, your access (if any) to the Payment Processing Services will be on a preliminary, limited basis only, and Podium may terminate your access at any time and for any reason.
3.2 PPSP Agreement. Your use of the Payment Processing Services is conditional upon you accepting the terms and conditions imposed by the relevant Payment Processing Service Provider with respect to the aspects of the Payments Service that it facilitates (each a "PPSP Agreement"). By submitting Transactions via the Payment Processing Services, you must read and agree to PPSP Agreements of the Payment Processing Service Providers that facilitate the processing of payments. Currently, Podium uses Stripe, Inc. to enable the Payment Processing Services, and Stripe’s PPSP Agreement is located at https://stripe.com/connect-account/legal. For the avoidance of doubt, Podium is not a party to any PPSP Agreement.
3.3 PPSP Account Management. This Agreement describes how your PPSP Account will be managed, including (i) the use and administration of any data about you, your Customers, or your Transactions that is provided to Podium, and (ii) action that may be submitted via Podium and your PPSP Account, such as initiating charges or refunds, handling chargebacks or disputes, and other functions that are or may become available through your PPSP Account. You consent to Podium’s disclosure of data (which may include Personal Data) to each Payment Processing Service Provider and to each Payment Processing Service Provider’s disclosure of data (which may include Personal Data) to Podium, as the case may be, for the purpose of facilitating the provision of the Payment Processing Services.
3.4 Responsibility for PPSP Compliance. Podium is not responsible for any non-compliance by Payment Service Provider with the terms of any PPSP Agreement, any laws, or payment method provider rules, or for the acts or omissions of any Payment Service Provider in providing services to you or your Customers.
3.5 Termination and Suspension by PPSP. If a Payment Processing Service Provider terminates or suspends your PPSP Agreement or PPSP Account, for any reason, Podium may immediately terminate or suspend your use of the Payment Processing Services, without any liability to you.
DATA USE.
4.1 In addition to the Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of the Payments Service, Client grants Podium and its affiliates the worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s third party service providers) in order to provide the Payments Service to Client and (ii) to enable Podium to use Client Data to: (a) provide the Payments Service; (b) mitigate fraud, financial loss, or other harm; (c) analyze and improve, and incorporate Client Data into, Podium’s products, systems, and tools. Any information, including Personal Data, provided by Client in connection with the Payments Service will be subject to Podium’s Privacy Policy.
4.2 Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable law, provided that to the extent permitted under applicable law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Payments Service Terms) associated with a chargeback after the expiration or termination of your applicable Subscription Documentation. Solely for purposes of the California Consumer Privacy Act of 2018, Cal. Civil Code § 1798.100 et seq. (as may be amended from time to time) (the “CCPA”), (i) Podium is acting as a Service Provider (as defined in the CCPA) for Client as a Business (as defined in the CCPA), (ii) except as set forth herein, Podium is prohibited from selling the Client Data or retaining, using, or disclosing the Client Data for any purpose other than for the specific purpose of performing the Payments Service, (iii) Client hereby instructs Podium that the Business Purpose includes Podium (and its service providers) using and retaining the Client Data internally for the benefit of all of Podium’s clients, including detecting fraud, optimizing e-commerce solutions and similar performance enhancing purposes, and (iv) Podium understands and will comply with the restrictions herein.
CLIENT OBLIGATIONS.
5.1 Representations and Warranties. Client warrants and represents that it: (i) will comply with this Agreement; (ii) will ensure that its employees, contractors, and agents will at all times comply with the terms of this Agreement; (iii) will only use the Payments Service for bona fide commercial Transactions with its Customers, which have been authorized by those Customers; (iv) will research any Transaction and, if necessary, contact the Customer before completing or fulfilling the Transaction, if Client is unsure if such Transaction is erroneous or suspicious; (v) will be responsible for managing Client’s relationship with its Customers, including communication, selling, and providing products and services, and handling any disputes or returns with such Customers; (vi) if applicable, will be responsible for providing all notices and obtaining all consents as required under applicable federal and state auto-renewal regulations and any other applicable laws or regulations in connection with recurring payments or subscription transactions and will, at a minimum, be responsible for informing Customers before submitting the charge that the relevant charges will be imposed on an ongoing basis and explain the method of cancelling the Customer’s recurring billing or subscription; (vi) will be responsible for providing any other required notices and obtaining all consents as required under applicable laws, rules, regulations, or contract obligations governing any other features of the Payments Service Client uses under this Agreement; and (vi) will ensure that the form and content of any invoices Client generates and sends to its Customers using the Payments Service will comply with applicable law and are sufficient to achieve the legal or tax effects Client is trying to achieve. You affirm that you are solely responsible for the nature and quality of the products or services you provide and for the delivery, support, refunds, returns, and any other ancillary services you provide to your Customers.
5.2 Additional Representations. Client further represents and warrants that it: (i) has obtained necessary consent from the Customers in order for Podium to use Client Data in accordance with these Payments Service Terms, (ii) has provided notices to Customers, as required under applicable law, (iii) if applicable, has obtained consent from Customers to use automated decision making, (iv) has provided Customers with the ability to exercise any access rights as required under applicable law, and (v) complies with any requirements or limitations regarding the processing of Personal data and data of minors, in each case, to the extent required under applicable law.
5.3 Unauthorized Activity. Client is responsible for any activity initiated using credentials issued by Podium or any Payment Service Provider. Where Podium incurs any losses based on unauthorized activity initiated by Client or on Client’s behalf, Client is financially liable for such losses. Such losses may be deducted from Client’s PPSP Account, or Podium may require Client to pay such losses.
REQUIREMENTS, LIMITATIONS AND RESTRICTIONS
6.1 Compliance with Laws. You must use the Payments Service in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Payments Service. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions.
6.2 Prohibited Businesses. You may not use the Payments Service to enable any person (including you) to benefit from any activities Podium (or Payment Service Provider) has identified as a restricted business or activity (“Prohibited Businesses”), including those businesses listed in the Podium Acceptable Use Policy and the Stripe Restricted Business List, as well as any pornography, gambling, and/or firearms related businesses, activities, or transactions. “Prohibited Businesses” also includes any country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC). If you are uncertain whether a category of business or activity is restricted or have questions about how these restrictions apply to you, please contact Podium.
6.3 Other Restricted Uses. You may not use the Payments Service to facilitate illegal Transactions or to permit others to use the Payments Service for personal, family, or household purposes. In addition, you may not allow, and may not allow others to: (i) access or attempt to access non-public systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Payments Service, documentation, or Podium’s website except as expressly permitted by applicable Laws; (iii) act as service bureau or pass-through agent for the PPSP Account with no added value to your Customers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Payments Service or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Payments Service except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Payments Service or affect use by Podium’s other users; or (ix) impose an unreasonable or disproportionately large load on the Payments Service.
FEES, SETTLEMENT & PAYOUT SCHEDULE
7.1 Fees. In addition to any other Fees due to Podium under the Subscription Documentation, Client will pay a fee assessed on a per Transaction basis (“Transaction Fee”) and any additional fees for additional features within the Payments Service which may be made available by Podium from time to time (including, if applicable, a fee for use of the Premium Fraud Protection Service)(the Transaction Fees, together with the additional fees (if any), are “Payments Service Fees”, which form part of the Fees, as that term is defined in the Podium Terms of Service).
7.2 Determining Fees. Fees are set by Podium in its sole discretion, and Fees are payable in accordance with these Payments Service Terms, the Podium Terms of Service, and your applicable Subscription Documentation. If no Payments Service Fees are specified on your Subscription Documentation, your use of the Payments Service will be subject to Podium’s then-current rates, available at the Podium Pricing Page. Podium may revise the Payments Service Fees at any time, by providing notice to Client, with the change in Fees effective thirty (30) days from the date of the applicable notice. In addition to the Fees, you must reimburse Podium for any liabilities incurred by Podium as a result of your use of the Payments Service in a manner not permitted by this Agreement or a PPSP Agreement, including penalties and fines. You agree that Podium will have the right to deduct the applicable Fees (including the Payments Service Fees) and any amounts otherwise due to Podium from your PPSP Account. If your PPSP Account balance is insufficient, Podium may debit the Client Bank Account to recover owed amounts.
7.3 Settlement. Podium will arrange to settle Transaction funds to your Client Bank Account in accordance with the Payout Schedule (defined below). You affirm that the account you designate as your Client Bank Account for the purposes of this agreement is: (i) owned by you, and (ii) titled in your legal name or trade name. You also affirm that you are authorized to initiate settlements to and debits from the Client Bank Account you designate. You also agree that Podium has the right to withhold settlement to your Client Bank Account if we reasonably determine that we have incurred or may incur losses resulting from credit, fraud, or other legal risks associated with your use of the Payments Service. If we exercise our right to withhold the settlement of funds for any reason, we will communicate the general reason for withholding the funds and give you a timeline and description of the preconditions that must be satisfied for releasing the funds.
7.4 Payout Schedule. In your Podium dashboard, Podium will specify the frequency of payouts of your balance to your Client Bank Account (“Payout Schedule”). The Payout schedule may vary depending on your Podium Account type, and Podium may delay or withhold a payout, notwithstanding the Payout Schedule, if Podium is entitled to do so under this Agreement. The Payout Schedule refers to the time at which Podium will attempt to initiate a payout, and Podium will not be responsible for any nonconformance with the Payout Schedule due to the acts or omissions of any third party (e.g., a telecommunications provider or financial institution). The payout amount may also take some time to appear in your Client Bank Account balance, due to the operation of systems outside of Podium’s control.
7.5 Reserve. If Podium determines your use of the Payments Service exposes or is likely to expose Podium to liability, Podium may set an amount of funds that Podium will hold to offset this risk (“Reserve”). Podium may fund the Reserve from your PSPP Account balance, from funds that you provide, or by debiting the Client Bank Account, and Podium may use the Reserve to offset any amounts that you owe Podium. A failure to fund a Reserve as required by Podium will constitute a breach of this Agreement, and Podium may hold the Reserve until Podium determines that it is no longer necessary.
7.6 Unclaimed Funds or Dormant Accounts. If you leave any funds dormant in a PPSP Account, or if you do not link and/or maintain a link to a valid Client Bank Account, you may have a balance that is deemed “unclaimed” or “abandoned” under applicable law (“Unclaimed Funds”). In such an event, Podium may be required by law to deliver the Unclaimed Funds to various government agencies. To the extent required by applicable law, Podium will give you notice if we hold Unclaimed Funds payable to you in an account beyond the applicable dormancy period for abandoned property. If Podium or the Payment Processing Service Provider are unable to contact you, we will treat the Unclaimed Funds in your PPSP Account as abandoned and will deliver them to the appropriate government authority.
SUSPENSION & TERMINATION
8.1 Podium may refuse, condition, or suspend any Transactions that we believe: (i) may violate this Agreement; (ii) are unauthorized, fraudulent, or illegal; or (iii) expose you, Podium, or others to risks unacceptable to Podium. If we suspect or know that you are using or have used the Payments Service for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your Payment Provider Account, your Customers, and Transactions made through your use of Payment the Services.
8.2 Podium may also suspend your access to and/or use of the Payments Service, your PPSP Account, and your access to funds in your account, or terminate this Agreement, at any time if you are in breach of this Agreement, a PPSP Agreement, or Podium believes that your continued use of the Payments Service creates, or is likely to create a risk of harm to Podium, a Customer, or any other third party.
8.3 Termination of the Payments Service Terms means that you will no longer be authorized to access the Payments Service, which includes the ability to submit Transactions via the Payment Processing Services, however termination will not affect your continued liability with respect to Transactions that you submit prior to date of termination.
LIMITATIONS ON PODIUM’S LIABILITY
9.1 Podium is not responsible for Client’s obligations to its Customers (including properly describing and delivering the goods or services being sold to Customers). You are solely responsible for, and Podium expressly disclaims all liability for, your compliance with applicable laws and obligations related to your provision of the goods or services to your Customers. This may include providing customer service, notification and handling of refunds or Customer complaints, provision of receipts, registering your legal entity, or other actions not related to the Services. You agree to indemnify Podium for any losses we incur based on your failure to properly describe or deliver goods or services, or comply with your legal or contractual obligations to Payment Service Provider or your Customers.
9.2 This Section is in addition to, and does not limit in any way, the risk allocation provisions of the Podium Service Terms.
ADDITIONAL SERVICES
10.1 From time to time, Podium may offer Services that supplement the Payments Service (“Additional Services”). Additional Services are Payments Services that are subject to additional terms and conditions, and you accept the relevant additional terms and conditions when you use an Additional Service.
10.2 The additional terms and conditions applicable to Additional Services currently offered by Podium are described below.
10.2.1. Podium Premium Fraud Protection Service. If Client uses the Podium Premium Fraud Protection Service, Client agrees to be bound by the Podium Premium Fraud Protection Service Terms.
10.2.2. Terminal Products. If Client uses Podium Terminal Products (as defined in the applicable terms), Client agrees to be bound by the Podium Terminal Terms.
10.3 Podium may at any time add or remove services from the list of available Additional Services or change the additional terms that apply to usage of an Additional Service.
Effective April 26th 2022 to May 17th 2022
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Table of Contents
Podium Payments Service Terms
By using or accessing Podium’s Payments Service, as defined herein, or by signing or otherwise accepting any Subscription Documentation referencing these terms, you (also referred to as “Client”) agree to be bound by the following terms and conditions (the “Payments Service Terms”).
These Payments Service Terms incorporate by this reference the Podium Terms of Service which, among other terms, contains provisions governing the resolution of claims (see “Disclaimers”, “Limitations of Liability”, “Dispute Resolution”, “General”). In the event of any conflict or inconsistency between these Payments Service Terms and the Podium Terms of Service, these Payments Service Terms will govern.
Capitalized terms used in these Payments Service Terms without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Payments Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references in the Podium Terms of Service to the “Agreement” will include these Payments Service Terms.
DEFINITIONS.
1.1 “Payment Processing Services” means the ability for you to submit, manage, and complete Transactions with your Customers via the Services.
1.2 “Payment Service Providers” means the third-party service providers used by Podium to facilitate certain features of the Payments Service, including payment processors (“Payment Processing Service Providers”), which as of the date of these Payments Service Terms includes Stripe, Inc., and fraud protection service providers. Podium may add or remove Payment Service Providers from time to time.
1.3 “Payments Service” means the Payment Processing Services, together with such related functionality as Podium may offer from time to time.
1.4 “Personal Data” means information about an identifiable individual, or information that is capable of being used (along or in combination with other information) to identify an individual, (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
1.5 “Transaction” means a request initiated by Client via the Payments Service for which Client directs Podium to capture funds for or from a Customer-associated account with respect to a payment from a Customer, and includes the authorization, settlement, and if applicable, disputes, refunds, and reversals, with respect to such payment request.
2. SERVICES.
2.1 Use of the Payments Service. Subject to your performance of your duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide you with access to the Payments Service. Podium will have no obligation to provide any services or perform any tasks not specifically set forth in the Agreement (including any applicable Subscription Documentation).
2.2 Terminal Products. To the extent you use, purchase, or accept any Subscription Documentation that includes any Podium Terminal Products (as defined in the applicable terms), you agree to be bound by the Podium Terminal Terms.
2.3 Limited Payment Services. Podium may, from time to time and subject to certain restrictions and/or limitations, make certain limited features of its Payments Service (“Limited Payment Services”), such as initiation of a Transaction, available to you on a preliminary basis before you have verified your PPSP Account or linked a valid bank account (“Client Bank Account”) to your PPSP Account. If you elect to use these Limited Payments Services prior to verifying your PPSP Account or linking a valid Client Bank Account to your PPSP Account, you understand and agree that Podium will not be able to complete the Transaction(s), including the settlement and disbursement of corresponding funds unless and until you connect a valid Client Bank Account. Any funds associated with your incomplete Transaction(s) will be considered Unclaimed Funds (as defined below) and will be treated accordingly.
2.4 Stored Credentials. Podium may enable functionality in the Payments Service that allows your Customers to store and reuse payment credentials. Stored credentials may be stored on your behalf, or on your Customer’s behalf. If credentials are stored on your behalf, you may subsequently instruct Podium to initiate a Transaction with that Customer using those credentials, provided that you do so in compliance with: (i) the express consent that you have received from the Customer, as documented in writing; and (ii) these Payments Service Terms and the PPSP Agreement. Podium may decline to process any such Transaction that you initiate until it is satisfied that you have met this compliance obligation. If credentials are stored on behalf of a Customer, then you may not use those credentials to initiate a Transaction – it is up to the Customer to decide whether to reuse those credentials to complete a Transaction. You are not entitled to use stored credentials other than as specified in this section, and you will never be entitled to directly access or export stored credentials.
PAYMENT PROCESSING SERVICES
3.1 Account Registration. Client may access and fully use the Payment Processing Services only after a Payment Processing Service Provider account (“PPSP Account”) for Client has been activated and verified within Podium’s platform. You agree and acknowledge that activation of a PSPP Account is subject to approval by the relevant Payment Processing Service Provider, and such Payment Processing Service Provider may suspend or terminate your PPSP Account at any time in accordance with the PPSP Agreement (as defined below). The information you provide to Podium to facilitate the activation and verification of your PPSP Account must be accurate, current, and complete. Until you have submitted, and Payment Processing Service Provider has reviewed and approved, all required information, your access (if any) to the Payment Processing Services will be on a preliminary, limited basis only, and Podium may terminate your access at any time and for any reason.
3.2 PPSP Agreement. Your use of the Payment Processing Services is conditional upon you accepting the terms and conditions imposed by the relevant Payment Processing Service Provider with respect to the aspects of the Payments Service that it facilitates (each a "PPSP Agreement"). By submitting Transactions via the Payment Processing Services, you must read and agree to PPSP Agreements of the Payment Processing Service Providers that facilitate the processing of payments. Currently, Podium uses Stripe, Inc. to enable the Payment Processing Services, and Stripe’s PPSP Agreement is located at https://stripe.com/connect-account/legal. For the avoidance of doubt, Podium is not a party to any PPSP Agreement.
3.3 PPSP Account Management. This Agreement describes how your PPSP Account will be managed, including (i) the use and administration of any data about you, your Customers, or your Transactions that is provided to Podium, and (ii) action that may be submitted via Podium and your PPSP Account, such as initiating charges or refunds, handling chargebacks or disputes, and other functions that are or may become available through your PPSP Account. You consent to Podium’s disclosure of data (which may include Personal Data) to each Payment Processing Service Provider and to each Payment Processing Service Provider’s disclosure of data (which may include Personal Data) to Podium, as the case may be, for the purpose of facilitating the provision of the Payment Processing Services.
3.4 Responsibility for PPSP Compliance. Podium is not responsible for any non-compliance by Payment Service Provider with the terms of any PPSP Agreement, any laws, or payment method provider rules, or for the acts or omissions of any Payment Service Provider in providing services to you or your Customers.
3.5 Termination and Suspension by PPSP. If a Payment Processing Service Provider terminates or suspends your PPSP Agreement or PPSP Account, for any reason, Podium may immediately terminate or suspend your use of the Payment Processing Services, without any liability to you.
DATA USE.
4.1 In addition to the Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of the Payments Service, Client grants Podium and its affiliates the worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s third party service providers) in order to provide the Payments Service to Client and (ii) to enable Podium to use Client Data to: (a) provide the Payments Service; (b) mitigate fraud, financial loss, or other harm; (c) analyze and improve, and incorporate Client Data into, Podium’s products, systems, and tools. Any information, including Personal Data, provided by Client in connection with the Payments Service will be subject to Podium’s Privacy Policy.
4.2 Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable law, provided that to the extent permitted under applicable law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Payments Service Terms) associated with a chargeback after the expiration or termination of your applicable Subscription Documentation. Solely for purposes of the California Consumer Privacy Act of 2018, Cal. Civil Code § 1798.100 et seq. (as may be amended from time to time) (the “CCPA”), (i) Podium is acting as a Service Provider (as defined in the CCPA) for Client as a Business (as defined in the CCPA), (ii) except as set forth herein, Podium is prohibited from selling the Client Data or retaining, using, or disclosing the Client Data for any purpose other than for the specific purpose of performing the Payments Service, (iii) Client hereby instructs Podium that the Business Purpose includes Podium (and its service providers) using and retaining the Client Data internally for the benefit of all of Podium’s clients, including detecting fraud, optimizing e-commerce solutions and similar performance enhancing purposes, and (iv) Podium understands and will comply with the restrictions herein.
CLIENT OBLIGATIONS.
5.1 Representations and Warranties. Client warrants and represents that it: (i) will comply with this Agreement; (ii) will ensure that its employees, contractors, and agents will at all times comply with the terms of this Agreement; (iii) will only use the Payments Service for bona fide commercial Transactions with its Customers, which have been authorized by those Customers; (iv) will research any Transaction and, if necessary, contact the Customer before completing or fulfilling the Transaction, if Client is unsure if such Transaction is erroneous or suspicious; (v) will be responsible for managing Client’s relationship with its Customers, including communication, selling, and providing products and services, and handling any disputes or returns with such Customers; (vi) if applicable, will be responsible for providing all notices and obtaining all consents as required under applicable federal and state auto-renewal regulations and any other applicable laws or regulations in connection with recurring payments or subscription transactions and will, at a minimum, be responsible for informing Customers before submitting the charge that the relevant charges will be imposed on an ongoing basis and explain the method of cancelling the Customer’s recurring billing or subscription; (vi) will be responsible for providing any other required notices and obtaining all consents as required under applicable laws, rules, regulations, or contract obligations governing any other features of the Payments Service Client uses under this Agreement; and (vi) will ensure that the form and content of any invoices Client generates and sends to its Customers using the Payments Service will comply with applicable law and are sufficient to achieve the legal or tax effects Client is trying to achieve. You affirm that you are solely responsible for the nature and quality of the products or services you provide and for the delivery, support, refunds, returns, and any other ancillary services you provide to your Customers.
5.2 Additional Representations. Client further represents and warrants that it: (i) has obtained necessary consent from the Customers in order for Podium to use Client Data in accordance with these Payments Service Terms, (ii) has provided notices to Customers, as required under applicable law, (iii) if applicable, has obtained consent from Customers to use automated decision making, (iv) has provided Customers with the ability to exercise any access rights as required under applicable law, and (v) complies with any requirements or limitations regarding the processing of Personal data and data of minors, in each case, to the extent required under applicable law.
5.3 Unauthorized Activity. Client is responsible for any activity initiated using credentials issued by Podium or any Payment Service Provider. Where Podium incurs any losses based on unauthorized activity initiated by Client or on Client’s behalf, Client is financially liable for such losses. Such losses may be deducted from Client’s PPSP Account, or Podium may require Client to pay such losses.
REQUIREMENTS, LIMITATIONS AND RESTRICTIONS
6.1 Compliance with Laws. You must use the Payments Service in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Payments Service. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions.
6.2 Prohibited Businesses. You may not use the Payments Service to enable any person (including you) to benefit from any activities Podium (or Payment Service Provider) has identified as a restricted business or activity (“Prohibited Businesses”), including those businesses listed in the Podium Acceptable Use Policy and the Stripe Restricted Business List, as well as any pornography, gambling, and/or firearms related businesses, activities, or transactions. “Prohibited Businesses” also includes any country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC). If you are uncertain whether a category of business or activity is restricted or have questions about how these restrictions apply to you, please contact Podium.
6.3 Other Restricted Uses. You may not use the Payments Service to facilitate illegal Transactions or to permit others to use the Payments Service for personal, family, or household purposes. In addition, you may not allow, and may not allow others to: (i) access or attempt to access non-public systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Payments Service, documentation, or Podium’s website except as expressly permitted by applicable Laws; (iii) act as service bureau or pass-through agent for the PPSP Account with no added value to your Customers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Payments Service or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Payments Service except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Payments Service or affect use by Podium’s other users; or (ix) impose an unreasonable or disproportionately large load on the Payments Service.
FEES, SETTLEMENT & PAYOUT SCHEDULE
7.1 Fees. In addition to any other Fees due to Podium under the Subscription Documentation, Client will pay a fee assessed on a per Transaction basis (“Transaction Fee”) and any additional fees for additional features within the Payments Service which may be made available by Podium from time to time (including, if applicable, a fee for use of the Premium Fraud Protection Service)(the Transaction Fees, together with the additional fees (if any), are “Payments Service Fees”, which form part of the Fees, as that term is defined in the Podium Terms of Service).
7.2 Determining Fees. Fees are set by Podium in its sole discretion, and Fees are payable in accordance with these Payments Service Terms, the Podium Terms of Service, and your applicable Subscription Documentation. If no Payments Service Fees are specified on your Subscription Documentation, your use of the Payments Service will be subject to Podium’s then-current rates, available at the Podium Pricing Page. Podium may revise the Payments Service Fees at any time, by providing notice to Client, with the change in Fees effective thirty (30) days from the date of the applicable notice. In addition to the Fees, you must reimburse Podium for any liabilities incurred by Podium as a result of your use of the Payments Service in a manner not permitted by this Agreement or a PPSP Agreement, including penalties and fines. You agree that Podium will have the right to deduct the applicable Fees (including the Payments Service Fees) and any amounts otherwise due to Podium from your PPSP Account. If your PPSP Account balance is insufficient, Podium may debit the Client Bank Account to recover owed amounts.
7.3 Settlement. Podium will arrange to settle Transaction funds to your Client Bank Account in accordance with the Payout Schedule (defined below). You affirm that the account you designate as your Client Bank Account for the purposes of this agreement is: (i) owned by you, and (ii) titled in your legal name or trade name. You also affirm that you are authorized to initiate settlements to and debits from the Client Bank Account you designate. You also agree that Podium has the right to withhold settlement to your Client Bank Account if we reasonably determine that we have incurred or may incur losses resulting from credit, fraud, or other legal risks associated with your use of the Payments Service. If we exercise our right to withhold the settlement of funds for any reason, we will communicate the general reason for withholding the funds and give you a timeline and description of the preconditions that must be satisfied for releasing the funds.
7.4 Payout Schedule. In your Podium dashboard, Podium will specify the frequency of payouts of your balance to your Client Bank Account (“Payout Schedule”). The Payout schedule may vary depending on your Podium Account type, and Podium may delay or withhold a payout, notwithstanding the Payout Schedule, if Podium is entitled to do so under this Agreement. The Payout Schedule refers to the time at which Podium will attempt to initiate a payout, and Podium will not be responsible for any nonconformance with the Payout Schedule due to the acts or omissions of any third party (e.g., a telecommunications provider or financial institution). The payout amount may also take some time to appear in your Client Bank Account balance, due to the operation of systems outside of Podium’s control.
7.5 Reserve. If Podium determines your use of the Payments Service exposes or is likely to expose Podium to liability, Podium may set an amount of funds that Podium will hold to offset this risk (“Reserve”). Podium may fund the Reserve from your PSPP Account balance, from funds that you provide, or by debiting the Client Bank Account, and Podium may use the Reserve to offset any amounts that you owe Podium. A failure to fund a Reserve as required by Podium will constitute a breach of this Agreement, and Podium may hold the Reserve until Podium determines that it is no longer necessary.
7.6 Unclaimed Funds or Dormant Accounts. If you leave any funds dormant in a PPSP Account, or if you do not link and/or maintain a link to a valid Client Bank Account, you may have a balance that is deemed “unclaimed” or “abandoned” under applicable law (“Unclaimed Funds”). In such an event, Podium may be required by law to deliver the Unclaimed Funds to various government agencies. To the extent required by applicable law, Podium will give you notice if we hold Unclaimed Funds payable to you in an account beyond the applicable dormancy period for abandoned property. If Podium or the Payment Processing Service Provider are unable to contact you, we will treat the Unclaimed Funds in your PPSP Account as abandoned and will deliver them to the appropriate government authority.
SUSPENSION & TERMINATION
8.1 Podium may refuse, condition, or suspend any Transactions that we believe: (i) may violate this Agreement; (ii) are unauthorized, fraudulent, or illegal; or (iii) expose you, Podium, or others to risks unacceptable to Podium. If we suspect or know that you are using or have used the Payments Service for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your Payment Provider Account, your Customers, and Transactions made through your use of Payment the Services.
8.2 Podium may also suspend your access to and/or use of the Payments Service, your PPSP Account, and your access to funds in your account, or terminate this Agreement, at any time if you are in breach of this Agreement, a PPSP Agreement, or Podium believes that your continued use of the Payments Service creates, or is likely to create a risk of harm to Podium, a Customer, or any other third party.
8.3 Termination of the Payments Service Terms means that you will no longer be authorized to access the Payments Service, which includes the ability to submit Transactions via the Payment Processing Services, however termination will not affect your continued liability with respect to Transactions that you submit prior to date of termination.
LIMITATIONS ON PODIUM’S LIABILITY
9.1 Podium is not responsible for Client’s obligations to its Customers (including properly describing and delivering the goods or services being sold to Customers). You are solely responsible for, and Podium expressly disclaims all liability for, your compliance with applicable laws and obligations related to your provision of the goods or services to your Customers. This may include providing customer service, notification and handling of refunds or Customer complaints, provision of receipts, registering your legal entity, or other actions not related to the Services. You agree to indemnify Podium for any losses we incur based on your failure to properly describe or deliver goods or services, or comply with your legal or contractual obligations to Payment Service Provider or your Customers.
9.2 This Section is in addition to, and does not limit in any way, the risk allocation provisions of the Podium Service Terms.
ADDITIONAL SERVICES
10.1 From time to time, Podium may offer Services that supplement the Payments Service (“Additional Services”). Additional Services are Payments Services that are subject to additional terms and conditions, and you accept the relevant additional terms and conditions when you use an Additional Service.
10.2 The additional terms and conditions applicable to Additional Services currently offered by Podium are described below.
10.2.1. Podium Premium Fraud Protection Service. If Client uses the Podium Premium Fraud Protection Service, Client agrees to be bound by the Podium Premium Fraud Protection Service Terms.
10.2.2. Terminal Products. If Client uses Podium Terminal Products (as defined in the applicable terms), Client agrees to be bound by the Podium Terminal Terms.
10.3 Podium may at any time add or remove services from the list of available Additional Services or change the additional terms that apply to usage of an Additional Service.
Effective April 26th 2022 to April 26th 2022
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Table of Contents
Podium Payments Service Terms
By using or accessing Podium’s Payments Service, as defined herein, or by signing or otherwise accepting any Subscription Documentation referencing these terms, you (also referred to as “Client”) agree to be bound by the following terms and conditions (the “Payments Service Terms”).
These Payments Service Terms incorporate by this reference the Podium Terms of Service which, among other terms, contains provisions governing the resolution of claims (see “Disclaimers”, “Limitations of Liability”, “Dispute Resolution”, “General”). In the event of any conflict or inconsistency between these Payments Service Terms and the Podium Terms of Service, these Payments Service Terms will govern.
Capitalized terms used in these Payments Service Terms without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Payments Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references in the Podium Terms of Service to the “Agreement” will include these Payments Service Terms.
DEFINITIONS.
1.1 “Payment Processing Services” means the ability for you to submit, manage, and complete Transactions with your Customers via the Services.
1.2 “Payment Service Providers” means the third-party service providers used by Podium to facilitate certain features of the Payments Service, including payment processors (“Payment Processing Service Providers”), which as of the date of these Payments Service Terms includes Stripe, Inc., and fraud protection service providers. Podium may add or remove Payment Service Providers from time to time.
1.3 “Payments Service” means the Payment Processing Services, together with such related functionality as Podium may offer from time to time.
1.4 “Personal Data” means information about an identifiable individual, or information that is capable of being used (along or in combination with other information) to identify an individual, (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
1.5 “Transaction” means a request initiated by Client via the Payments Service for which Client directs Podium to capture funds for or from a Customer-associated account with respect to a payment from a Customer, and includes the authorization, settlement, and if applicable, disputes, refunds, and reversals, with respect to such payment request.
2. SERVICES.
2.1 Use of the Payments Service. Subject to your performance of your duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide you with access to the Payments Service. Podium will have no obligation to provide any services or perform any tasks not specifically set forth in the Agreement (including any applicable Subscription Documentation).
2.2 Terminal Products. To the extent you use, purchase, or accept any Subscription Documentation that includes any Podium Terminal Products (as defined in the applicable terms), you agree to be bound by the Podium Terminal Terms.
2.3 Limited Payment Services. Podium may, from time to time and subject to certain restrictions and/or limitations, make certain limited features of its Payments Service (“Limited Payment Services”), such as initiation of a Transaction, available to you on a preliminary basis before you have verified your PPSP Account or linked a valid bank account (“Client Bank Account”) to your PPSP Account. If you elect to use these Limited Payments Services prior to verifying your PPSP Account or linking a valid Client Bank Account to your PPSP Account, you understand and agree that Podium will not be able to complete the Transaction(s), including the settlement and disbursement of corresponding funds unless and until you connect a valid Client Bank Account. Any funds associated with your incomplete Transaction(s) will be considered Unclaimed Funds (as defined below) and will be treated accordingly.
2.4 Stored Credentials. Podium may enable functionality in the Payments Service that allows your Customers to store and reuse payment credentials. Stored credentials may be stored on your behalf, or on your Customer’s behalf. If credentials are stored on your behalf, you may subsequently instruct Podium to initiate a Transaction with that Customer using those credentials, provided that you do so in compliance with: (i) the express consent that you have received from the Customer, as documented in writing; and (ii) these Payments Service Terms and the PPSP Agreement. Podium may decline to process any such Transaction that you initiate until it is satisfied that you have met this compliance obligation. If credentials are stored on behalf of a Customer, then you may not use those credentials to initiate a Transaction – it is up to the Customer to decide whether to reuse those credentials to complete a Transaction. You are not entitled to use stored credentials other than as specified in this section, and you will never be entitled to directly access or export stored credentials.
PAYMENT PROCESSING SERVICES
3.1 Account Registration. Client may access and fully use the Payment Processing Services only after a Payment Processing Service Provider account (“PPSP Account”) for Client has been activated and verified within Podium’s platform. You agree and acknowledge that activation of a PSPP Account is subject to approval by the relevant Payment Processing Service Provider, and such Payment Processing Service Provider may suspend or terminate your PPSP Account at any time in accordance with the PPSP Agreement (as defined below). The information you provide to Podium to facilitate the activation and verification of your PPSP Account must be accurate, current, and complete. Until you have submitted, and Payment Processing Service Provider has reviewed and approved, all required information, your access (if any) to the Payment Processing Services will be on a preliminary, limited basis only, and Podium may terminate your access at any time and for any reason.
3.2 PPSP Agreement. Your use of the Payment Processing Services is conditional upon you accepting the terms and conditions imposed by the relevant Payment Processing Service Provider with respect to the aspects of the Payments Service that it facilitates (each a "PPSP Agreement"). By submitting Transactions via the Payment Processing Services, you must read and agree to PPSP Agreements of the Payment Processing Service Providers that facilitate the processing of payments. Currently, Podium uses Stripe, Inc. to enable the Payment Processing Services, and Stripe’s PPSP Agreement is located at https://stripe.com/connect-account/legal. For the avoidance of doubt, Podium is not a party to any PPSP Agreement.
3.3 PPSP Account Management. This Agreement describes how your PPSP Account will be managed, including (i) the use and administration of any data about you, your Customers, or your Transactions that is provided to Podium, and (ii) action that may be submitted via Podium and your PPSP Account, such as initiating charges or refunds, handling chargebacks or disputes, and other functions that are or may become available through your PPSP Account. You consent to Podium’s disclosure of data (which may include Personal Data) to each Payment Processing Service Provider and to each Payment Processing Service Provider’s disclosure of data (which may include Personal Data) to Podium, as the case may be, for the purpose of facilitating the provision of the Payment Processing Services.
3.4 Responsibility for PPSP Compliance. Podium is not responsible for any non-compliance by Payment Service Provider with the terms of any PPSP Agreement, any laws, or payment method provider rules, or for the acts or omissions of any Payment Service Provider in providing services to you or your Customers.
3.5 Termination and Suspension by PPSP. If a Payment Processing Service Provider terminates or suspends your PPSP Agreement or PPSP Account, for any reason, Podium may immediately terminate or suspend your use of the Payment Processing Services, without any liability to you.
DATA USE.
4.1 In addition to the Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of the Payments Service, Client grants Podium and its affiliates the worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s third party service providers) in order to provide the Payments Service to Client and (ii) to enable Podium to use Client Data to: (a) provide the Payments Service; (b) mitigate fraud, financial loss, or other harm; (c) analyze and improve, and incorporate Client Data into, Podium’s products, systems, and tools. Any information, including Personal Data, provided by Client in connection with the Payments Service will be subject to Podium’s Privacy Policy.
4.2 Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable law, provided that to the extent permitted under applicable law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Payments Service Terms) associated with a chargeback after the expiration or termination of your applicable Subscription Documentation. Solely for purposes of the California Consumer Privacy Act of 2018, Cal. Civil Code § 1798.100 et seq. (as may be amended from time to time) (the “CCPA”), (i) Podium is acting as a Service Provider (as defined in the CCPA) for Client as a Business (as defined in the CCPA), (ii) except as set forth herein, Podium is prohibited from selling the Client Data or retaining, using, or disclosing the Client Data for any purpose other than for the specific purpose of performing the Payments Service, (iii) Client hereby instructs Podium that the Business Purpose includes Podium (and its service providers) using and retaining the Client Data internally for the benefit of all of Podium’s clients, including detecting fraud, optimizing e-commerce solutions and similar performance enhancing purposes, and (iv) Podium understands and will comply with the restrictions herein.
CLIENT OBLIGATIONS.
5.1 Representations and Warranties. Client warrants and represents that it: (i) will comply with this Agreement; (ii) will ensure that its employees, contractors, and agents will at all times comply with the terms of this Agreement; (iii) will only use the Payments Service for bona fide commercial Transactions with its Customers, which have been authorized by those Customers; (iv) will research any Transaction and, if necessary, contact the Customer before completing or fulfilling the Transaction, if Client is unsure if such Transaction is erroneous or suspicious; (v) will be responsible for managing Client’s relationship with its Customers, including communication, selling, and providing products and services, and handling any disputes or returns with such Customers; (vi) if applicable, will be responsible for providing all notices and obtaining all consents as required under applicable federal and state auto-renewal regulations and any other applicable laws or regulations in connection with recurring payments or subscription transactions and will, at a minimum, be responsible for informing Customers before submitting the charge that the relevant charges will be imposed on an ongoing basis and explain the method of cancelling the Customer’s recurring billing or subscription; (vi) will be responsible for providing any other required notices and obtaining all consents as required under applicable laws, rules, regulations, or contract obligations governing any other features of the Payments Service Client uses under this Agreement; and (vi) will ensure that the form and content of any invoices Client generates and sends to its Customers using the Payments Service will comply with applicable law and are sufficient to achieve the legal or tax effects Client is trying to achieve. You affirm that you are solely responsible for the nature and quality of the products or services you provide and for the delivery, support, refunds, returns, and any other ancillary services you provide to your Customers.
5.2 Additional Representations. Client further represents and warrants that it: (i) has obtained necessary consent from the Customers in order for Podium to use Client Data in accordance with these Payments Service Terms, (ii) has provided notices to Customers, as required under applicable law, (iii) if applicable, has obtained consent from Customers to use automated decision making, (iv) has provided Customers with the ability to exercise any access rights as required under applicable law, and (v) complies with any requirements or limitations regarding the processing of Personal data and data of minors, in each case, to the extent required under applicable law.
5.3 Unauthorized Activity. Client is responsible for any activity initiated using credentials issued by Podium or any Payment Service Provider. Where Podium incurs any losses based on unauthorized activity initiated by Client or on Client’s behalf, Client is financially liable for such losses. Such losses may be deducted from Client’s PPSP Account, or Podium may require Client to pay such losses.
REQUIREMENTS, LIMITATIONS AND RESTRICTIONS
6.1 Compliance with Laws. You must use the Payments Service in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Payments Service. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions.
6.2 Prohibited Businesses. You may not use the Payments Service to enable any person (including you) to benefit from any activities Podium (or Payment Service Provider) has identified as a restricted business or activity (“Prohibited Businesses”), including those businesses listed in the Podium Acceptable Use Policy and the Stripe Restricted Business List, as well as any pornography, gambling, and/or firearms related businesses, activities, or transactions. “Prohibited Businesses” also includes any country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC). If you are uncertain whether a category of business or activity is restricted or have questions about how these restrictions apply to you, please contact Podium.
6.3 Other Restricted Uses. You may not use the Payments Service to facilitate illegal Transactions or to permit others to use the Payments Service for personal, family, or household purposes. In addition, you may not allow, and may not allow others to: (i) access or attempt to access non-public systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Payments Service, documentation, or Podium’s website except as expressly permitted by applicable Laws; (iii) act as service bureau or pass-through agent for the PPSP Account with no added value to your Customers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Payments Service or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Payments Service except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Payments Service or affect use by Podium’s other users; or (ix) impose an unreasonable or disproportionately large load on the Payments Service.
FEES, SETTLEMENT & PAYOUT SCHEDULE
7.1 Fees. In addition to any other Fees due to Podium under the Subscription Documentation, Client will pay a fee assessed on a per Transaction basis (“Transaction Fee”) and any additional fees for additional features within the Payments Service which may be made available by Podium from time to time (including, if applicable, a fee for use of the Premium Fraud Protection Service)(the Transaction Fees, together with the additional fees (if any), are “Payments Service Fees”, which form part of the Fees, as that term is defined in the Podium Terms of Service).
7.2 Determining Fees. Fees are set by Podium in its sole discretion, and Fees are payable in accordance with these Payments Service Terms, the Podium Terms of Service, and your applicable Subscription Documentation. If no Payments Service Fees are specified on your Subscription Documentation, your use of the Payments Service will be subject to Podium’s then-current rates, available at the Podium Pricing Page. Podium may revise the Payments Service Fees at any time, by providing notice to Client, with the change in Fees effective thirty (30) days from the date of the applicable notice. In addition to the Fees, you must reimburse Podium for any liabilities incurred by Podium as a result of your use of the Payments Service in a manner not permitted by this Agreement or a PPSP Agreement, including penalties and fines. You agree that Podium will have the right to deduct the applicable Fees (including the Payments Service Fees) and any amounts otherwise due to Podium from your PPSP Account. If your PPSP Account balance is insufficient, Podium may debit the Client Bank Account to recover owed amounts.
7.3 Settlement. Podium will arrange to settle Transaction funds to your Client Bank Account in accordance with the Payout Schedule (defined below). You affirm that the account you designate as your Client Bank Account for the purposes of this agreement is: (i) owned by you, and (ii) titled in your legal name or trade name. You also affirm that you are authorized to initiate settlements to and debits from the Client Bank Account you designate. You also agree that Podium has the right to withhold settlement to your Client Bank Account if we reasonably determine that we have incurred or may incur losses resulting from credit, fraud, or other legal risks associated with your use of the Payments Service. If we exercise our right to withhold the settlement of funds for any reason, we will communicate the general reason for withholding the funds and give you a timeline and description of the preconditions that must be satisfied for releasing the funds.
7.4 Payout Schedule. In your Podium dashboard, Podium will specify the frequency of payouts of your balance to your Client Bank Account (“Payout Schedule”). The Payout schedule may vary depending on your Podium Account type, and Podium may delay or withhold a payout, notwithstanding the Payout Schedule, if Podium is entitled to do so under this Agreement. The Payout Schedule refers to the time at which Podium will attempt to initiate a payout, and Podium will not be responsible for any nonconformance with the Payout Schedule due to the acts or omissions of any third party (e.g., a telecommunications provider or financial institution). The payout amount may also take some time to appear in your Client Bank Account balance, due to the operation of systems outside of Podium’s control.
7.5 Reserve. If Podium determines your use of the Payments Service exposes or is likely to expose Podium to liability, Podium may set an amount of funds that Podium will hold to offset this risk (“Reserve”). Podium may fund the Reserve from your PSPP Account balance, from funds that you provide, or by debiting the Client Bank Account, and Podium may use the Reserve to offset any amounts that you owe Podium. A failure to fund a Reserve as required by Podium will constitute a breach of this Agreement, and Podium may hold the Reserve until Podium determines that it is no longer necessary.
7.6 Unclaimed Funds or Dormant Accounts. If you leave any funds dormant in a PPSP Account, or if you do not link and/or maintain a link to a valid Client Bank Account, you may have a balance that is deemed “unclaimed” or “abandoned” under applicable law (“Unclaimed Funds”). In such an event, Podium may be required by law to deliver the Unclaimed Funds to various government agencies. To the extent required by applicable law, Podium will give you notice if we hold Unclaimed Funds payable to you in an account beyond the applicable dormancy period for abandoned property. If Podium or the Payment Processing Service Provider are unable to contact you, we will treat the Unclaimed Funds in your PPSP Account as abandoned and will deliver them to the appropriate government authority.
SUSPENSION & TERMINATION
8.1 Podium may refuse, condition, or suspend any Transactions that we believe: (i) may violate this Agreement; (ii) are unauthorized, fraudulent, or illegal; or (iii) expose you, Podium, or others to risks unacceptable to Podium. If we suspect or know that you are using or have used the Payments Service for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your Payment Provider Account, your Customers, and Transactions made through your use of Payment the Services.
8.2 Podium may also suspend your access to and/or use of the Payments Service, your PPSP Account, and your access to funds in your account, or terminate this Agreement, at any time if you are in breach of this Agreement, a PPSP Agreement, or Podium believes that your continued use of the Payments Service creates, or is likely to create a risk of harm to Podium, a Customer, or any other third party.
8.3 Termination of the Payments Service Terms means that you will no longer be authorized to access the Payments Service, which includes the ability to submit Transactions via the Payment Processing Services, however termination will not affect your continued liability with respect to Transactions that you submit prior to date of termination.
LIMITATIONS ON PODIUM’S LIABILITY
9.1 Podium is not responsible for Client’s obligations to its Customers (including properly describing and delivering the goods or services being sold to Customers). You are solely responsible for, and Podium expressly disclaims all liability for, your compliance with applicable laws and obligations related to your provision of the goods or services to your Customers. This may include providing customer service, notification and handling of refunds or Customer complaints, provision of receipts, registering your legal entity, or other actions not related to the Services. You agree to indemnify Podium for any losses we incur based on your failure to properly describe or deliver goods or services, or comply with your legal or contractual obligations to Payment Service Provider or your Customers.
9.2 This Section is in addition to, and does not limit in any way, the risk allocation provisions of the Podium Service Terms.
ADDITIONAL SERVICES
10.1 From time to time, Podium may offer Services that supplement the Payments Service (“Additional Services”). Additional Services are Payments Services that are subject to additional terms and conditions, and you accept the relevant additional terms and conditions when you use an Additional Service.
10.2 The additional terms and conditions applicable to Additional Services currently offered by Podium are described below.
10.2.1. Podium Premium Fraud Protection Service. If Client uses the Podium Premium Fraud Protection Service, Client agrees to be bound by the Podium Premium Fraud Protection Service Terms.
10.2.2. Terminal Products. If Client uses Podium Terminal Products (as defined in the applicable terms), Client agrees to be bound by the Podium Terminal Terms.
10.3 Podium may at any time add or remove services from the list of available Additional Services or change the additional terms that apply to usage of an Additional Service.
Fraud Protection Service Terms
Version
Effective June 23rd 2026
Download
Table of Contents
Podium Premium Fraud Protection Service Terms
By using or accessing Podium’s Payments Premium Fraud Protection Service, or by signing or clicking accept to any Subscription Documentation referencing these terms, you agree to be bound by the following terms and conditions (the “Premium Fraud Protection Service Terms”).
These Premium Fraud Protection Service Terms incorporate by this reference the Podium Terms of Service and the Podium Payments Service Terms as may be updated from time to time, which, among other terms, contains provisions governing the resolution of claims (see “Disclaimers”, “Limitations of Liability”, “Dispute Resolution”, “General”). In the event of any conflict or inconsistency between these Payments Fraud Protection Service Terms and the Podium Terms of Service or Podium Payments Service Terms, these Fraud Protection Service Terms will govern.
Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service or the Podium Payments Service Terms. For the avoidance of doubt, all references to the “Agreement” will include these Premium Fraud Protection Service Terms.
DEFINITIONS.
1.1 “Premium Fraud Protection Service” means a review of all Orders placed using the Payments Service where the Payment Service Provider will issue an approve or decline recommendation and guarantee the decision pursuant to the Premium Fraud Protection Guarantee (defined below).
1.2 “Order” means all card-not-present credit and debit card Transactions. For clarity, Order does not include ACH, card-present, or manual entry Transactions for purposes of this Agreement.
1.3 “Submitted Order” means all Orders submitted for review under the Premium Fraud Protection Services.
1.4 “Premium Fraud Protection Territory” means the United States and Australia.
Premium Fraud Protection Services. If you subscribe to the Premium Fraud Protection Services, Podium’s Payment Service Provider will review all Orders placed through the Payments Service and you will be provided with an approve or decline recommendation. Where you have been provided an approval notice and you have fulfilled the Order and such Order is subject to a chargeback pursuant to the defined reason codes set out below (“Reason Codes”), Podium will provide the Premium Fraud Protection Guarantee (as defined below). For the avoidance of doubt, if you subscribe to the Premium Fraud Protection Service you must submit all Orders placed through the Payments Service for review. Any Orders not submitted through the Payments Service under an active and valid Premium Fraud Protection Services subscription are not subject to the Premium Fraud Protection Guarantee. The Premium Fraud Protection Service is available only to Clients in the Premium Fraud Protection Territory.
Premium Fraud Protection Guarantee - Generally. Your sole and exclusive remedy for an Order covered by the Premium Fraud Protection Service will be the payment by Podium of liquidated damages in an amount of the Premium Fraud Protection Guarantee. The Premium Fraud Protection Guarantee amount (i) will be the lower of: (a) the original Order value and (b) the amount stated in the original chargeback notice submitted for review under the Premium Fraud Protection Services (e.g., to reflect any changes in the order value after it was approved by Podium), (ii) will exclude the fees charged for review of such Order and (iii) will be reduced by any amounts recovered by you for such Order and (iv) will exclude any fees incurred by you in relation to such chargeback (e.g., from the payment processor) (the “Premium Fraud Protection Guarantee”).
Crediting Process. If applicable, Podium will provide reimbursement for amounts owed to you pursuant to the Premium Fraud Protection Guarantee on a monthly basis, as a credit to your account (e.g., chargeback amounts for March would be set off from the payment owed by you to Podium in the April invoice). Following termination or expiration of your applicable Subscription Documentation, Podium shall provide reimbursement via wire transfer in the event the reimbursement amount exceeds the fees owed by you to Podium.
Required Documentation. If requested by Podium, you must submit the following documents for an Order to be covered by the Premium Fraud Protection Guarantee:
A copy of the original chargeback notification, which must include the following: (i) a chargeback reason or reason code, (ii) the original order date and order amount, (iii) for orders in which the Customer used a credit card to place the order, the notice must include the first six (6) and last four (4) digits of the credit card, and (iv) if the order was placed using an alternative payment method (e.g. PayPal) the notice must include the customer’s name and customer email.
For orders of tangible goods, you will, if and where available, provide Podium with a proof of delivery in one of two formats: a copy of the shipping form (as provided by the shipping company) containing the delivery address, reroute information, date of delivery and the parcel delivery status; or a valid tracking number from a shipping company.
Any other documents that Podium or the Payment Service Provider reasonably requires
Excluded Orders. The following orders are not covered by the Premium Fraud Protection Guarantee.
Not Approved. The order did not result in Payment Service Provider providing an approval notice.
Not Fraud Related. The chargeback reason is other than a reason code set out herein.
Chargeback Notice / Order Mismatch. The information in the chargeback notice does not match the information in the original order.
Delivery. Tangible goods delivered to an address other than the shipping address set out in the original order.
Late Submission of Chargeback. The chargeback was submitted to Podium for reimbursement more than three (3) days after the chargeback notice issuance date or if the date of the chargeback notice is before the order shipping date.
Eligibility Period. The Premium Fraud Protection Guarantee shall be valid for a period of six (6) months from the date of the approval notice.
Disputing Party. Orders for which Client does not make Payment Service Provider the first and primary point of contact for disputing the chargeback through Client’s payment gateway and/or bank.
Reclamation of Goods by Client. Order for which Client is successful in reclaiming the goods. In such case, the Premium Fraud Protection Guarantee amount will be limited to the order shipping costs.
Failure to Provide Notice. Podium reserves the right to decline to reimburse for chargebacks if Client fails to timely comply with its notice obligations or any other terms herein.
Prohibited Businesses. Orders related to a Prohibited Business.
Order Review. You may, in your sole discretion, approve or reject an Order. Podium may choose not to review a Submitted Order if (i) the Order was already fulfilled by you; (ii) more than one (1) week has passed since the Order was created; (iii) the Client Data or a portion thereof does not meet the standards set by the Payment Service Provider; (iv) the Order contains data related to Prohibited Industries; or (v) the Order does not include a physical product or is an order for services.
7.1 Order Information Modification. You agree and acknowledge that each update of Order details, which includes but is not limited to updating the shipping and billing Customer name or address, Customer email, order amount, or payment details, submitted after the issuance of an approval notice, will result in the Order being submitted for additional review and you may be charged the applicable fee for any such updated details.
Reason Codes. Payment Service Provider covers any and all chargebacks that are of card-not-present “unauthorized credit card use”. The below Reason Codes will be deemed to be automatically updated, without amendment hereto, to reflect changes made by the credit card networks and will automatically apply to the Premium Fraud Protection Service as of the date of such change.
8.1. Visa
10.1: EMV Liability Shift Counterfeit Fraud (Online Only)
10.4: Other Fraud – Card Absent Environment
8.2 MasterCard
4837/37: Fraud Transaction No Cardholder Authorization
4840/40: Fraudulent Processing of Transactions
4863/63: Cardholder Does Not Recognize Potential Fraud
8.3. American Express
FR2: Fraudulent Transaction
F29: Fraudulent Transaction – Card-Not-Present
8.4 Discover
UA02: Fraud Card-Not-Present Transaction
AA: Transaction Does Not Recognize
7030: Unauthorized purchase
Effective May 17th 2022 to June 23rd 2026
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Table of Contents
Podium Premium Fraud Protection Service Terms
By using or accessing Podium’s Payments Premium Fraud Protection Service, or by signing or clicking accept to any Subscription Documentation referencing these terms, you agree to be bound by the following terms and conditions (the “Premium Fraud Protection Service Terms”).
These Premium Fraud Protection Service Terms incorporate by this reference the Podium Terms of Service and the Podium Payments Service Terms as may be updated from time to time, which, among other terms, contains provisions governing the resolution of claims (see “Disclaimers”, “Limitations of Liability”, “Dispute Resolution”, “General”). In the event of any conflict or inconsistency between these Payments Fraud Protection Service Terms and the Podium Terms of Service or Podium Payments Service Terms, these Fraud Protection Service Terms will govern.
Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service or the Podium Payments Service Terms. For the avoidance of doubt, all references to the “Agreement” will include these Premium Fraud Protection Service Terms.
DEFINITIONS.
1.1 “Premium Fraud Protection Service” means a review of all Orders placed using the Payments Service where the Payment Service Provider will issue an approve or decline recommendation and guarantee the decision pursuant to the Premium Fraud Protection Guarantee (defined below).
1.2 “Order” means all card-not-present credit and debit card Transactions. For clarity, Order does not include ACH, card-present, or manual entry Transactions for purposes of this Agreement.
1.3 “Submitted Order” means all Orders submitted for review under the Premium Fraud Protection Services.
1.4 “Premium Fraud Protection Territory” means the United States.
Premium Fraud Protection Services. If you subscribe to the Premium Fraud Protection Services, Podium’s Payment Service Provider will review all Orders placed through the Payments Service and you will be provided with an approve or decline recommendation. Where you have been provided an approval notice and you have fulfilled the Order and such Order is subject to a chargeback pursuant to the defined reason codes set out below (“Reason Codes”), Podium will provide the Premium Fraud Protection Guarantee (as defined below). For the avoidance of doubt, if you subscribe to the Premium Fraud Protection Service you must submit all Orders placed through the Payments Service for review. Any Orders not submitted through the Payments Service under an active and valid Premium Fraud Protection Services subscription are not subject to the Premium Fraud Protection Guarantee. The Premium Fraud Protection Service is available only to Clients in the Premium Fraud Protection Territory.
Premium Fraud Protection Guarantee - Generally. Your sole and exclusive remedy for an Order covered by the Premium Fraud Protection Service will be the payment by Podium of liquidated damages in an amount of the Premium Fraud Protection Guarantee. The Premium Fraud Protection Guarantee amount (i) will be the lower of: (a) the original Order value and (b) the amount stated in the original chargeback notice submitted for review under the Premium Fraud Protection Services (e.g., to reflect any changes in the order value after it was approved by Podium), (ii) will exclude the fees charged for review of such Order and (iii) will be reduced by any amounts recovered by you for such Order and (iv) will exclude any fees incurred by you in relation to such chargeback (e.g., from the payment processor) (the “Premium Fraud Protection Guarantee”).
Crediting Process. If applicable, Podium will provide reimbursement for amounts owed to you pursuant to the Premium Fraud Protection Guarantee on a monthly basis, as a credit to your account (e.g., chargeback amounts for March would be set off from the payment owed by you to Podium in the April invoice). Following termination or expiration of your applicable Subscription Documentation, Podium shall provide reimbursement via wire transfer in the event the reimbursement amount exceeds the fees owed by you to Podium.
Required Documentation. If requested by Podium, you must submit the following documents for an Order to be covered by the Premium Fraud Protection Guarantee:
A copy of the original chargeback notification, which must include the following: (i) a chargeback reason or reason code, (ii) the original order date and order amount, (iii) for orders in which the Customer used a credit card to place the order, the notice must include the first six (6) and last four (4) digits of the credit card, and (iv) if the order was placed using an alternative payment method (e.g. PayPal) the notice must include the customer’s name and customer email.
For orders of tangible goods, you will, if and where available, provide Podium with a proof of delivery in one of two formats: a copy of the shipping form (as provided by the shipping company) containing the delivery address, reroute information, date of delivery and the parcel delivery status; or a valid tracking number from a shipping company.
Any other documents that Podium or the Payment Service Provider reasonably requires
Excluded Orders. The following orders are not covered by the Premium Fraud Protection Guarantee.
Not Approved. The order did not result in Payment Service Provider providing an approval notice.
Not Fraud Related. The chargeback reason is other than a reason code set out herein.
Chargeback Notice / Order Mismatch. The information in the chargeback notice does not match the information in the original order.
Delivery. Tangible goods delivered to an address other than the shipping address set out in the original order.
Late Submission of Chargeback. The chargeback was submitted to Podium for reimbursement more than three (3) days after the chargeback notice issuance date or if the date of the chargeback notice is before the order shipping date.
Eligibility Period. The Premium Fraud Protection Guarantee shall be valid for a period of six (6) months from the date of the approval notice.
Disputing Party. Orders for which Client does not make Payment Service Provider the first and primary point of contact for disputing the chargeback through Client’s payment gateway and/or bank.
Reclamation of Goods by Client. Order for which Client is successful in reclaiming the goods. In such case, the Premium Fraud Protection Guarantee amount will be limited to the order shipping costs.
Failure to Provide Notice. Podium reserves the right to decline to reimburse for chargebacks if Client fails to timely comply with its notice obligations or any other terms herein.
Prohibited Businesses. Orders related to a Prohibited Business.
Order Review. You may, in your sole discretion, approve or reject an Order. Podium may choose not to review a Submitted Order if (i) the Order was already fulfilled by you; (ii) more than one (1) week has passed since the Order was created; (iii) the Client Data or a portion thereof does not meet the standards set by the Payment Service Provider; (iv) the Order contains data related to Prohibited Industries; or (v) the Order does not include a physical product or is an order for services.
7.1 Order Information Modification. You agree and acknowledge that each update of Order details, which includes but is not limited to updating the shipping and billing Customer name or address, Customer email, order amount, or payment details, submitted after the issuance of an approval notice, will result in the Order being submitted for additional review and you may be charged the applicable fee for any such updated details.
Reason Codes. Payment Service Provider covers any and all chargebacks that are of card-not-present “unauthorized credit card use”. The below Reason Codes will be deemed to be automatically updated, without amendment hereto, to reflect changes made by the credit card networks and will automatically apply to the Premium Fraud Protection Service as of the date of such change.
8.1. Visa
10.1: EMV Liability Shift Counterfeit Fraud (Online Only)
10.4: Other Fraud – Card Absent Environment
8.2 MasterCard
4837/37: Fraud Transaction No Cardholder Authorization
4840/40: Fraudulent Processing of Transactions
4863/63: Cardholder Does Not Recognize Potential Fraud
8.3. American Express
FR2: Fraudulent Transaction
F29: Fraudulent Transaction – Card-Not-Present
8.4 Discover
UA02: Fraud Card-Not-Present Transaction
AA: Transaction Does Not Recognize
7030: Unauthorized purchase
Effective April 27th 2022 to May 17th 2022
Download
Table of Contents
Podium Premium Fraud Protection Service Terms
By using or accessing Podium’s Payments Premium Fraud Protection Service, or by signing or clicking accept to any Subscription Documentation referencing these terms, you agree to be bound by the following terms and conditions (the “Premium Fraud Protection Service Terms”).
These Premium Fraud Protection Service Terms incorporate by this reference the Podium Terms of Service and the Podium Payments Service Terms as may be updated from time to time, which, among other terms, contains provisions governing the resolution of claims (see “Disclaimers”, “Limitations of Liability”, “Dispute Resolution”, “General”). In the event of any conflict or inconsistency between these Payments Fraud Protection Service Terms and the Podium Terms of Service or Podium Payments Service Terms, these Fraud Protection Service Terms will govern.
Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service or the Podium Payments Service Terms. For the avoidance of doubt, all references to the “Agreement” will include these Premium Fraud Protection Service Terms.
DEFINITIONS.
1.1 “Premium Fraud Protection Service” means a review of all Orders placed using the Payments Service where the Payment Service Provider will issue an approve or decline recommendation and guarantee the decision pursuant to the Premium Fraud Protection Guarantee (defined below).
1.2 “Order” means all card-not-present credit and debit card Transactions. For clarity, Order does not include ACH, card-present, or manual entry Transactions for purposes of this Agreement.
1.3 “Submitted Order” means all Orders submitted for review under the Premium Fraud Protection Services.
1.4 “Premium Fraud Protection Territory” means the United States.
Premium Fraud Protection Services. If you subscribe to the Premium Fraud Protection Services, Podium’s Payment Service Provider will review all Orders placed through the Payments Service and you will be provided with an approve or decline recommendation. Where you have been provided an approval notice and you have fulfilled the Order and such Order is subject to a chargeback pursuant to the defined reason codes set out below (“Reason Codes”), Podium will provide the Premium Fraud Protection Guarantee (as defined below). For the avoidance of doubt, if you subscribe to the Premium Fraud Protection Service you must submit all Orders placed through the Payments Service for review. Any Orders not submitted through the Payments Service under an active and valid Premium Fraud Protection Services subscription are not subject to the Premium Fraud Protection Guarantee. The Premium Fraud Protection Service is available only to Clients in the Premium Fraud Protection Territory.
Premium Fraud Protection Guarantee - Generally. Your sole and exclusive remedy for an Order covered by the Premium Fraud Protection Service will be the payment by Podium of liquidated damages in an amount of the Premium Fraud Protection Guarantee. The Premium Fraud Protection Guarantee amount (i) will be the lower of: (a) the original Order value and (b) the amount stated in the original chargeback notice submitted for review under the Premium Fraud Protection Services (e.g., to reflect any changes in the order value after it was approved by Podium), (ii) will exclude the fees charged for review of such Order and (iii) will be reduced by any amounts recovered by you for such Order and (iv) will exclude any fees incurred by you in relation to such chargeback (e.g., from the payment processor) (the “Premium Fraud Protection Guarantee”).
Crediting Process. If applicable, Podium will provide reimbursement for amounts owed to you pursuant to the Premium Fraud Protection Guarantee on a monthly basis, as a credit to your account (e.g., chargeback amounts for March would be set off from the payment owed by you to Podium in the April invoice). Following termination or expiration of your applicable Subscription Documentation, Podium shall provide reimbursement via wire transfer in the event the reimbursement amount exceeds the fees owed by you to Podium.
Required Documentation. If requested by Podium, you must submit the following documents for an Order to be covered by the Premium Fraud Protection Guarantee:
A copy of the original chargeback notification, which must include the following: (i) a chargeback reason or reason code, (ii) the original order date and order amount, (iii) for orders in which the Customer used a credit card to place the order, the notice must include the first six (6) and last four (4) digits of the credit card, and (iv) if the order was placed using an alternative payment method (e.g. PayPal) the notice must include the customer’s name and customer email.
For orders of tangible goods, you will, if and where available, provide Podium with a proof of delivery in one of two formats: a copy of the shipping form (as provided by the shipping company) containing the delivery address, reroute information, date of delivery and the parcel delivery status; or a valid tracking number from a shipping company.
Any other documents that Podium or the Payment Service Provider reasonably requires
Excluded Orders. The following orders are not covered by the Premium Fraud Protection Guarantee.
Not Approved. The order did not result in Payment Service Provider providing an approval notice.
Not Fraud Related. The chargeback reason is other than a reason code set out herein.
Chargeback Notice / Order Mismatch. The information in the chargeback notice does not match the information in the original order.
Delivery. Tangible goods delivered to an address other than the shipping address set out in the original order.
Late Submission of Chargeback. The chargeback was submitted to Podium for reimbursement more than three (3) days after the chargeback notice issuance date or if the date of the chargeback notice is before the order shipping date.
Eligibility Period. The Premium Fraud Protection Guarantee shall be valid for a period of six (6) months from the date of the approval notice.
Disputing Party. Orders for which Client does not make Payment Service Provider the first and primary point of contact for disputing the chargeback through Client’s payment gateway and/or bank.
Reclamation of Goods by Client. Order for which Client is successful in reclaiming the goods. In such case, the Premium Fraud Protection Guarantee amount will be limited to the order shipping costs.
Failure to Provide Notice. Podium reserves the right to decline to reimburse for chargebacks if Client fails to timely comply with its notice obligations or any other terms herein.
Prohibited Businesses. Orders related to a Prohibited Business.
Order Review. You may, in your sole discretion, approve or reject an Order. Podium may choose not to review a Submitted Order if (i) the Order was already fulfilled by you; (ii) more than one (1) week has passed since the Order was created; (iii) the Client Data or a portion thereof does not meet the standards set by the Payment Service Provider; (iv) the Order contains data related to Prohibited Industries; or (v) the Order does not include a physical product or is an order for services.
7.1 Order Information Modification. You agree and acknowledge that each update of Order details, which includes but is not limited to updating the shipping and billing Customer name or address, Customer email, order amount, or payment details, submitted after the issuance of an approval notice, will result in the Order being submitted for additional review and you may be charged the applicable fee for any such updated details.
Reason Codes. Payment Service Provider covers any and all chargebacks that are of card-not-present “unauthorized credit card use”. The below Reason Codes will be deemed to be automatically updated, without amendment hereto, to reflect changes made by the credit card networks and will automatically apply to the Premium Fraud Protection Service as of the date of such change.
8.1. Visa
10.1: EMV Liability Shift Counterfeit Fraud (Online Only)
10.4: Other Fraud – Card Absent Environment
8.2 MasterCard
4837/37: Fraud Transaction No Cardholder Authorization
4840/40: Fraudulent Processing of Transactions
4863/63: Cardholder Does Not Recognize Potential Fraud
8.3. American Express
FR2: Fraudulent Transaction
F29: Fraudulent Transaction – Card-Not-Present
8.4 Discover
UA02: Fraud Card-Not-Present Transaction
AA: Transaction Does Not Recognize
7030: Unauthorized purchase
Terminal Service
Version
Effective October 15th 2026
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Table of Contents
Podium Terminal Terms
By using Podium’s Terminal Service (as defined below), or by signing or clicking accept to any Subscription Documentation referencing these terms, you agree to be bound by the following terms and conditions (the “Terminal Terms”).
These Terminal Terms incorporate by this reference the Podium Terms of Service and Podium Payments Service Terms, as may be updated from time to time. Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service and/or Podium Payments Service Terms. For the avoidance of doubt, all references to the “Agreement” will include these Terminal Terms. In the event of any conflict or inconsistency between these Terminal Terms and the Podium Terms of Service, these Terminal Terms will govern but solely with respect to the Terminal Services.
DEFINITIONS.
1.1. “Terminal Product(s)” (or “Card Reader(s)”) means the physical point of sale device and any related hardware and accessories provided or made available by Podium. Any software and/or firmware preinstalled on or distributed with the Terminal Products (“Software”) forms part of the Terminal Products. For purposes of Podium’s Limited Warranty and Refund Policy, hereby incorporated by reference (“Hardware Warranty Policy”), Terminal Product(s) are considered Podium Hardware.
1.2. “Terminal Transaction” means a Transaction initiated by Client via the Terminal Services.
TERMINAL SERVICES.
2.1. Podium’s terminal services allow you to accept various forms of payment and complete Terminal Transactions with your Customers using the Terminal Products (“Terminal Services”).
2.2. Use of the Terminal Services is (a) subject to the Podium Terms of Service, Payments Service Terms, your PPSP Agreement, and any additional terms set forth in the applicable Subscription Documentation, (b) limited to use in conjunction with the Terminal Products and Podium Services, and (c) only available in the Territory.
2.3. You will not and will not permit any third party to: (a) modify, disassemble, decompile, or reverse engineer any part of the Terminal Services; (b) copy or otherwise reproduce, modify, adapt, alter, translate, or create a derivative work of the Terminal Services; (c) remove, modify, or otherwise tamper with notices or legends on the Terminal Services; (d) distribute, sell, lease, assign, sublicense, or transfer the Terminal Services; (e) use or attempt to use the Terminal Services outside the Territory; or (f) use the Terminal Services to violate any applicable laws, including any laws and regulations related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Terminal Services.
PURCHASE OF THE TERMINAL PRODUCT
3.1. The Terminal Products are manufactured by third parties and are resold by Podium. All Terminal Products features, specifications, and prices are subject to change at any time. All warranties and refund rights regarding Terminal Products are governed exclusively by the (“Hardware Warranty Policy”).
3.2. Podium is not obliged to accept any Subscription Documentation for the purchase of Terminal Products, and Podium may cancel accepted Subscription Documentation at any time if Podium is unable to fulfill the purchase request for any reason. If Podium cancels your Subscription Documentation for the purchase of a Terminal Product because it is unable to fulfill the purchase request for any reason, Podium will fully refund the purchase fees pre-paid by you for such Terminal Products.
3.3. The following terms apply to Terminal Products purchased by Client (as specified in Client’s Subscription Documentation):
3.3.1. Podium shall deliver the Terminal Products to the delivery address specified in the Subscription Documentation, at which time risk of loss will pass to you. Podium will use commercially reasonable efforts to provide you with an estimated delivery date for each Terminal Product; however such delivery date is a good-faith estimate only and is not binding on Podium. Title to each Terminal Product will transfer to you upon the later of (a) your payment of all applicable purchase fees in respect of such Terminal Product and (b) delivery of the Terminal Product in accordance with this Section.
3.4. Returns. Returns of Terminal Products are governed by the Hardware Warranty Policy. Please refer to the Policy for detailed return and refund requirements and procedure
USE OF THE TERMINAL PRODUCTS
4.1. Use of the Terminal Products: (a) is subject to the terms of the Podium Terms of Service, Payments Service Terms, your PPSP Agreement, and any additional terms set forth in the applicable Subscription Documentation; (b) is limited to use in conjunction with the Terminal Services and other Podium Services; and (c) is limited to use by competent trained employees authorized by Client to operate or use Terminal Products and with adequate security measures in place to safeguard Terminal Products and data collected by and held on Terminal Products.
4.2. If the terms of your agreements with your Customers require amendment to allow you to use Terminal Products, you must make those amendments before you use the Terminal Products.
4.3. You will not and will not permit any third party to: (a) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Terminal Product; (b) work around any of the technical limitations implemented in a Terminal Product or enable functionality that is disabled or prohibited; (c) reverse engineer or attempt to reverse engineer a Terminal Products except as expressly permitted by applicable laws; (d) perform or attempt to perform any actions that would interfere with the normal operation of a Terminal Product or impact the use of the Terminal Products by other users; (e) use the Terminal Products in any manner not permitted hereunder or for any purpose other than commercial purposes, and you will not use, or allow any other person to use, the Terminal Products for personal, family, or household use; (f) use the Terminal Product in any location other than the registered location or move the Terminal Products to a new location without registering the device to its new location; (g) remove, modify, deface, or replace any of Podium’s or any Payment Service Provider’s proprietary notices or marks which appear on or are affixed to a Terminal Product; or (h) use the Terminal Products to violate any applicable laws, including any laws and regulations related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Terminal Products.
SOFTWARE TERMS
5.1. The Software may be subject to separate license terms (“EULA”). You accept the EULA by (a) using the Terminal Products, or (b) installing, copying, or otherwise using or attempting to use the Software. If more than one Software product is included in the Terminal Products, then each Software may have its own EULA. You are not authorized to install or use the Software unless you first agree to the applicable EULA. EULAs are not part of these Terminal Terms, but to the extent of any conflict with these Terminal Terms, the EULA will control solely for the Software to which it applies. If any Software does not include a EULA, then Podium grants you a limited, personal license to use that Software only with the Terminal Products on which it was installed and provided to you, and for all purposes under these Terminal Terms, including with regard to limitations on our liability, the Software will be deemed to be part of the Terminal Products on which it was installed.
5.2. You are responsible for installing, integrating, and maintaining the Terminal Products, which includes updating the Software as may be required by Podium or its Payment Service Provider from time to time. Podium may make updates to the Terminal Products available to you. You must install these updates to continue using the Terminal Products. Podium will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Terminal Terms unless other terms are provided with the updates.
OWNERSHIP AND RIGHTS These Terminal Terms do not grant any rights or licenses in the Terminal Services, Terminal Products, or Software other than as expressly stated in these Terminal Terms. As between the parties, Podium owns all right, title and interest, including all intellectual property rights, in and to the Terminal Services, Terminal Products and Software. All rights not expressly granted are reserved.
FEES
7.1. In addition to any other Fees due to Podium under the Subscription Documentation, Client will pay a fee assessed on a per Terminal Transaction basis (“Terminal Transaction Fee”) and any additional Fees for additional features within the Terminal Services which may be made available by Podium from time to time, unless otherwise stated in the relevant Subscription Documentation, such Fees payable in accordance with the Podium Terms of Service. Unless otherwise agreed in the relevant Subscription Documentation, the Terminal Transaction Fee and other fees associated with the Terminal Services are subject to change at any time and You will be charged at the then-current rates. You are encouraged to check the current rates prior to using the Terminal Services.
7.2. Unless otherwise expressly provided in an applicable Subscription Documentation, Client will pay the purchase fee upon placing the order for purchase of the Terminal Product. If Client fails to pay any amount due under these Terminal Terms according to the payment terms of the Subscription Documentation, Podium may, in its sole discretion, repossess the Terminal Products, in addition to all other rights and remedies that may be available to Podium.
BETA OR PRE-RELEASE VERSIONS Podium may from time to time provide Client with versions of the Terminal Services and/or Terminal Products that are identified by Podium as “pre-release” or “beta” (“Pre-release Versions”). Podium hereby grants Client, subject to the additional license restrictions set forth in Sections 2 and 3, which will apply to the Pre-release Versions as if they were Terminal Services and Terminal Products, a limited, non-transferable, non-exclusive, revocable license, without the right to sublicense, to use such Pre-release Versions for the sole purpose of testing and evaluation. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMINAL TERMS, ALL PRE-RELEASE VERSIONS ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE (INCLUDING WITHOUT LIMITATION THE LIMITED HARDWARE WARRANTY PROVIDED HEREIN) AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE TERMINAL PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT. CLIENT ACKNOWLEDGES THAT THE PRE-RELEASE VERSIONS ARE EXPERIMENTAL, HAVE NOT BEEN GENERALLY RELEASED, MAY CONTAIN DEFECTS AND DEFICIENCIES THAT PODIUM CANNOT OR WILL NOT CORRECT, AND THAT PODIUM WILL HAVE NO OBLIGATION TO RELEASE TO CLIENT ANY OF SUCH PRE-RELEASE VERSIONS AS A FINAL PRODUCT. Client assumes the entire risk as to the results and performance of Pre-Release Versions. Client acknowledges that Podium has the right to adopt and use any ideas or suggestions that Client makes or gives to Podium with respect to such Pre-release Versions, permanently and throughout the world, without compensation to Client.
LIMITED HARDWARE WARRANTY AND SUPPORT
9.1. All warranty coverage, claim procedures, and remedies for Terminal Products are governed exclusively by the Hardware Warranty Policy. The Hardware Warranty Policy provides a 12-month warranty period from shipment, covers defects in materials and workmanship under normal use, and sets forth the exclusive remedies of repair, replacement, or refund. Please refer to the Hardware Warranty Policy for full details, including exclusions and customer obligations.
9.2. Any limited warranty is provided by Podium and not the Payment Service Provider. Any such limited warranty gives you specific rights, is personal to you, and you may not transfer this warranty to any other person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights.
TERMINAL SERVICES AND TERMINAL PRODUCT DISCLAIMER THE TERMINAL SERVICES AND TERMINAL PRODUCTS ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY PROVIDED IN THE HARDWARE WARRANTY POLICY, PODIUM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, WITH RESPECT TO PODIUM HARDWARE. This Section applies to the maximum extent permitted by applicable law, and in addition to any limitations and disclaimers that may be contained in the Podium Terms of Service and Payments Service Terms. Any warranties, guarantees, or conditions that cannot be disclaimed as a matter of law are addressed in the Hardware Warranty Policy. Use of the Terminal Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Terminal Products to not function correctly. As a consequence, all such use is at your own risk.
LIMITATIONS ON PODIUM’S LIABILITY. Podium is not responsible for Client’s obligations to its Customers (including properly describing and delivering the goods or services being sold to Customers). You are solely responsible for, and Podium expressly disclaims all liability for, your compliance with applicable laws and obligations related to your provision of the goods or services to your Customers. This may include providing customer service, notification and handling of refunds or Consumer complaints, provision of receipts, registering your legal entity, or other actions not related to the Podium Services (including without limitation, the Terminal Services). You agree to indemnify Podium for any losses we incur based on your failure to properly describe or deliver goods or services, or comply with your legal or contractual obligations to Payment Service Provider or your Customers. For Podium Hardware, the exclusive remedies, disclaimers, and limitations of liability set forth in the Hardware Warranty Policy apply and control in the event of any conflict with these Terminal Terms or the Podium Terms of Service.
Effective October 1st 2026 to October 15th 2026
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Table of Contents
Podium Terminal Terms
By using Podium’s Terminal Service (as defined below), or by signing or clicking accept to any Subscription Documentation referencing these terms, you agree to be bound by the following terms and conditions (the “Terminal Terms”).
These Terminal Terms incorporate by this reference the Podium Terms of Service and Podium Payments Service Terms, as may be updated from time to time. Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service and/or Podium Payments Service Terms. For the avoidance of doubt, all references to the “Agreement” will include these Terminal Terms. In the event of any conflict or inconsistency between these Terminal Terms and the Podium Terms of Service, these Terminal Terms will govern but solely with respect to the Terminal Services.
DEFINITIONS.
1.1. “Terminal Product(s)” (or “Card Reader(s)”) means the physical point of sale device and any related hardware and accessories provided or made available by Podium. Any software and/or firmware preinstalled on or distributed with the Terminal Products (“Software”) forms part of the Terminal Products. For purposes of Podium’s Limited Warranty and Refund Policy, hereby incorporated by reference (“Hardware Warranty Policy”), Terminal Product(s) are considered Podium Hardware.
1.2. “Terminal Transaction” means a Transaction initiated by Client via the Terminal Services.
TERMINAL SERVICES.
2.1. Podium’s terminal services allow you to accept various forms of payment and complete Terminal Transactions with your Customers using the Terminal Products (“Terminal Services”).
2.2. Use of the Terminal Services is (a) subject to the Podium Terms of Service, Payments Service Terms, your PPSP Agreement, and any additional terms set forth in the applicable Subscription Documentation, (b) limited to use in conjunction with the Terminal Products and Podium Services, and (c) only available in the Territory.
2.3. You will not and will not permit any third party to: (a) modify, disassemble, decompile, or reverse engineer any part of the Terminal Services; (b) copy or otherwise reproduce, modify, adapt, alter, translate, or create a derivative work of the Terminal Services; (c) remove, modify, or otherwise tamper with notices or legends on the Terminal Services; (d) distribute, sell, lease, assign, sublicense, or transfer the Terminal Services; (e) use or attempt to use the Terminal Services outside the Territory; or (f) use the Terminal Services to violate any applicable laws, including any laws and regulations related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Terminal Services.
PURCHASE OF THE TERMINAL PRODUCT
3.1. The Terminal Products are manufactured by third parties and are resold by Podium. All Terminal Products features, specifications, and prices are subject to change at any time. All warranties and refund rights regarding Terminal Products are governed exclusively by the (“Hardware Warranty Policy”).
3.2. Podium is not obliged to accept any Subscription Documentation for the purchase of Terminal Products, and Podium may cancel accepted Subscription Documentation at any time if Podium is unable to fulfill the purchase request for any reason. If Podium cancels your Subscription Documentation for the purchase of a Terminal Product because it is unable to fulfill the purchase request for any reason, Podium will fully refund the purchase fees pre-paid by you for such Terminal Products.
3.3. The following terms apply to Terminal Products purchased by Client (as specified in Client’s Subscription Documentation):
3.3.1. Podium shall deliver the Terminal Products to the delivery address specified in the Subscription Documentation, at which time risk of loss will pass to you. Podium will use commercially reasonable efforts to provide you with an estimated delivery date for each Terminal Product; however such delivery date is a good-faith estimate only and is not binding on Podium. Title to each Terminal Product will transfer to you upon the later of (a) your payment of all applicable purchase fees in respect of such Terminal Product and (b) delivery of the Terminal Product in accordance with this Section.
3.4. Returns. Returns of Terminal Products are governed by the Hardware Warranty Policy. Please refer to the Policy for detailed return and refund requirements and procedure
USE OF THE TERMINAL PRODUCTS
4.1. Use of the Terminal Products: (a) is subject to the terms of the Podium Terms of Service, Payments Service Terms, your PPSP Agreement, and any additional terms set forth in the applicable Subscription Documentation; (b) is limited to use in conjunction with the Terminal Services and other Podium Services; and (c) is limited to use by competent trained employees authorized by Client to operate or use Terminal Products and with adequate security measures in place to safeguard Terminal Products and data collected by and held on Terminal Products.
4.2. If the terms of your agreements with your Customers require amendment to allow you to use Terminal Products, you must make those amendments before you use the Terminal Products.
4.3. You will not and will not permit any third party to: (a) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Terminal Product; (b) work around any of the technical limitations implemented in a Terminal Product or enable functionality that is disabled or prohibited; (c) reverse engineer or attempt to reverse engineer a Terminal Products except as expressly permitted by applicable laws; (d) perform or attempt to perform any actions that would interfere with the normal operation of a Terminal Product or impact the use of the Terminal Products by other users; (e) use the Terminal Products in any manner not permitted hereunder or for any purpose other than commercial purposes, and you will not use, or allow any other person to use, the Terminal Products for personal, family, or household use; (f) use the Terminal Product in any location other than the registered location or move the Terminal Products to a new location without registering the device to its new location; (g) remove, modify, deface, or replace any of Podium’s or any Payment Service Provider’s proprietary notices or marks which appear on or are affixed to a Terminal Product; or (h) use the Terminal Products to violate any applicable laws, including any laws and regulations related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Terminal Products.
SOFTWARE TERMS
5.1. The Software may be subject to separate license terms (“EULA”). You accept the EULA by (a) using the Terminal Products, or (b) installing, copying, or otherwise using or attempting to use the Software. If more than one Software product is included in the Terminal Products, then each Software may have its own EULA. You are not authorized to install or use the Software unless you first agree to the applicable EULA. EULAs are not part of these Terminal Terms, but to the extent of any conflict with these Terminal Terms, the EULA will control solely for the Software to which it applies. If any Software does not include a EULA, then Podium grants you a limited, personal license to use that Software only with the Terminal Products on which it was installed and provided to you, and for all purposes under these Terminal Terms, including with regard to limitations on our liability, the Software will be deemed to be part of the Terminal Products on which it was installed.
5.2. You are responsible for installing, integrating, and maintaining the Terminal Products, which includes updating the Software as may be required by Podium or its Payment Service Provider from time to time. Podium may make updates to the Terminal Products available to you. You must install these updates to continue using the Terminal Products. Podium will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Terminal Terms unless other terms are provided with the updates.
OWNERSHIP AND RIGHTS These Terminal Terms do not grant any rights or licenses in the Terminal Services, Terminal Products, or Software other than as expressly stated in these Terminal Terms. As between the parties, Podium owns all right, title and interest, including all intellectual property rights, in and to the Terminal Services, Terminal Products and Software. All rights not expressly granted are reserved.
FEES
7.1. In addition to any other Fees due to Podium under the Subscription Documentation, Client will pay a fee assessed on a per Terminal Transaction basis (“Terminal Transaction Fee”) and any additional Fees for additional features within the Terminal Services which may be made available by Podium from time to time, unless otherwise stated in the relevant Subscription Documentation, such Fees payable in accordance with the Podium Terms of Service. Unless otherwise agreed in the relevant Subscription Documentation, the Terminal Transaction Fee and other fees associated with the Terminal Services are subject to change at any time and You will be charged at the then-current rates. You are encouraged to check the current rates prior to using the Terminal Services.
7.2. Unless otherwise expressly provided in an applicable Subscription Documentation, Client will pay the purchase fee upon placing the order for purchase of the Terminal Product. If Client fails to pay any amount due under these Terminal Terms according to the payment terms of the Subscription Documentation, Podium may, in its sole discretion, repossess the Terminal Products, in addition to all other rights and remedies that may be available to Podium.
BETA OR PRE-RELEASE VERSIONS Podium may from time to time provide Client with versions of the Terminal Services and/or Terminal Products that are identified by Podium as “pre-release” or “beta” (“Pre-release Versions”). Podium hereby grants Client, subject to the additional license restrictions set forth in Sections 2 and 3, which will apply to the Pre-release Versions as if they were Terminal Services and Terminal Products, a limited, non-transferable, non-exclusive, revocable license, without the right to sublicense, to use such Pre-release Versions for the sole purpose of testing and evaluation. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMINAL TERMS, ALL PRE-RELEASE VERSIONS ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE (INCLUDING WITHOUT LIMITATION THE LIMITED HARDWARE WARRANTY PROVIDED HEREIN) AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE TERMINAL PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT. CLIENT ACKNOWLEDGES THAT THE PRE-RELEASE VERSIONS ARE EXPERIMENTAL, HAVE NOT BEEN GENERALLY RELEASED, MAY CONTAIN DEFECTS AND DEFICIENCIES THAT PODIUM CANNOT OR WILL NOT CORRECT, AND THAT PODIUM WILL HAVE NO OBLIGATION TO RELEASE TO CLIENT ANY OF SUCH PRE-RELEASE VERSIONS AS A FINAL PRODUCT. Client assumes the entire risk as to the results and performance of Pre-Release Versions. Client acknowledges that Podium has the right to adopt and use any ideas or suggestions that Client makes or gives to Podium with respect to such Pre-release Versions, permanently and throughout the world, without compensation to Client.
LIMITED HARDWARE WARRANTY AND SUPPORT
9.1. All warranty coverage, claim procedures, and remedies for Terminal Products are governed exclusively by the Hardware Warranty Policy. The Hardware Warranty Policy provides a 12-month warranty period from shipment, covers defects in materials and workmanship under normal use, and sets forth the exclusive remedies of repair, replacement, or refund. Please refer to the Hardware Warranty Policy for full details, including exclusions and customer obligations.
9.2. Any limited warranty is provided by Podium and not the Payment Service Provider. Any such limited warranty gives you specific rights, is personal to you, and you may not transfer this warranty to any other person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights.
TERMINAL SERVICES AND TERMINAL PRODUCT DISCLAIMER THE TERMINAL SERVICES AND TERMINAL PRODUCTS ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY PROVIDED IN THE HARDWARE WARRANTY POLICY, PODIUM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, WITH RESPECT TO PODIUM HARDWARE. This Section applies to the maximum extent permitted by applicable law, and in addition to any limitations and disclaimers that may be contained in the Podium Terms of Service and Payments Service Terms. Any warranties, guarantees, or conditions that cannot be disclaimed as a matter of law are addressed in the Hardware Warranty Policy. Use of the Terminal Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Terminal Products to not function correctly. As a consequence, all such use is at your own risk.
LIMITATIONS ON PODIUM’S LIABILITY. Podium is not responsible for Client’s obligations to its Customers (including properly describing and delivering the goods or services being sold to Customers). You are solely responsible for, and Podium expressly disclaims all liability for, your compliance with applicable laws and obligations related to your provision of the goods or services to your Customers. This may include providing customer service, notification and handling of refunds or Consumer complaints, provision of receipts, registering your legal entity, or other actions not related to the Podium Services (including without limitation, the Terminal Services). You agree to indemnify Podium for any losses we incur based on your failure to properly describe or deliver goods or services, or comply with your legal or contractual obligations to Payment Service Provider or your Customers. For Podium Hardware, the exclusive remedies, disclaimers, and limitations of liability set forth in the Hardware Warranty Policy apply and control in the event of any conflict with these Terminal Terms or the Podium Terms of Service.
Effective May 17th 2022 to October 1st 2026
Download
Table of Contents
Podium Terminal Terms
By using Podium’s Terminal Service (as defined below), or by signing or clicking accept to any Subscription Documentation referencing these terms, you agree to be bound by the following terms and conditions (the “Terminal Terms”).
These Terminal Terms incorporate by this reference the Podium Terms of Service and Podium Payments Service Terms, as may be updated from time to time. Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service and/or Podium Payments Service Terms. For the avoidance of doubt, all references to the “Agreement” will include these Terminal Terms. In the event of any conflict or inconsistency between these Terminal Terms and the Podium Terms of Service, these Terminal Terms will govern but solely with respect to the Terminal Services.
DEFINITIONS.
1.1 “Terminal Product(s)” (or “Card Reader(s)”) means the physical point of sale device and any related hardware and accessories provided or made available by Podium. Any software and/or firmware preinstalled on or distributed with the Terminal Products (“Software”) forms part of the Terminal Products.
1.2 “Terminal Transaction” means a Transaction initiated by Client via the Terminal Services.
1.3 “Terminal Services Territory” means the United States of America.
TERMINAL SERVICES.
2.1 Podium’s terminal services allow you to accept various forms of payment and complete Terminal Transactions with your Customers using the Terminal Products (“Terminal Services”).
2.2 Use of the Terminal Services is (a) subject to the Podium Terms of Service, Payments Service Terms, your PPSP Agreement, and any additional terms set forth in the applicable Subscription Documentation, (b) limited to use in conjunction with the Terminal Products and Podium Services, and (c) only available in the Terminal Services Territory.
2.3 You will not and will not permit any third party to: (a) modify, disassemble, decompile, or reverse engineer any part of the Terminal Services; (b) copy or otherwise reproduce, modify, adapt, alter, translate, or create a derivative work of the Terminal Services; (c) remove, modify, or otherwise tamper with notices or legends on the Terminal Services; (d) distribute, sell, lease, assign, sublicense, or transfer the Terminal Services; (e) use or attempt to use the Terminal Services outside the Terminal Services Territory; or (f) use the Terminal Services to violate any applicable laws, including any laws and regulations related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Terminal Services.
PURCHASE OF THE TERMINAL PRODUCT
3.1 The Terminal Products are manufactured by third parties and are resold by Podium. All Terminal Products features, specifications, and prices are subject to change at any time. Podium does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that the Terminal Products are available for lease or purchase.
3.2. Podium is not obliged to accept any Subscription Documentation for the purchase of Terminal Products, and Podium may cancel accepted Subscription Documentation at any time if Podium is unable to fulfill the purchase request for any reason. If Podium cancels your Subscription Documentation for the purchase of a Terminal Product because it is unable to fulfill the purchase request for any reason, Podium will fully refund the purchase fees pre-paid by you for such Terminal Products.
3.3 The following terms apply to Terminal Products purchased by Client (as specified in Client’s Subscription Documentation):
3.3.1 Podium shall deliver the Terminal Products to the delivery address specified in the Subscription Documentation, at which time risk of loss will pass to you. Podium will use commercially reasonable efforts to provide you with an estimated delivery date for each Terminal Product; however such delivery date is a good-faith estimate only and is not binding on Podium. Title to each Terminal Product will transfer to you upon the later of (a) your payment of all applicable purchase fees in respect of such Terminal Product and (b) delivery of the Terminal Product in accordance with this Section.
3.4 Returns. Except as otherwise set forth in Section 9 herein (“Limited Hardware Warranty and Support”), you may return the Terminal Product only within 21 days after the date of your purchase and only in its original packaging and conditions (including all accessories and components). To begin the return process for a Terminal Product, please contact Podium by visiting https://www.podium.com/contact-us/. If you follow our instructions, Podium will provide you with return shipping instructions and will refund your purchase price in full using the same method of payment you used to purchase the Terminal Product. Podium will not take title to any returned Terminal Product until the item arrives at the facility to which Podium instructs you to return the Terminal Product. Returns may be subject to a restocking fee. You will be the exporter and importer of record on all returns transactions and will be directly responsible for ensuring that your returns comply with all export and import regulations. Notwithstanding any terms to the contrary, you agree that any duties and taxes that may be recoverable by you will not be charged or collected from Podium or the Payment Service Provider. This clause does not limit any rights that you might have to seek a refund under applicable Law.
USE OF THE TERMINAL PRODUCTS
4.1 Use of the Terminal Products: (a) is subject to the terms of the Podium Terms of Service, Payments Service Terms, your PPSP Agreement, and any additional terms set forth in the applicable Subscription Documentation; (b) is limited to use in conjunction with the Terminal Services and other Podium Services; and (c) is limited to use by competent trained employees authorized by Client to operate or use Terminal Products and with adequate security measures in place to safeguard Terminal Products and data collected by and held on Terminal Products.
4.2. If the terms of your agreements with your Customers require amendment to allow you to use Terminal Products, you must make those amendments before you use the Terminal Products.
4.3 You will not and will not permit any third party to: (a) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Terminal Product; (b) work around any of the technical limitations implemented in a Terminal Product or enable functionality that is disabled or prohibited; (c) reverse engineer or attempt to reverse engineer a Terminal Products except as expressly permitted by applicable laws; (d) perform or attempt to perform any actions that would interfere with the normal operation of a Terminal Product or impact the use of the Terminal Products by other users; (e) use the Terminal Products in any manner not permitted hereunder or for any purpose other than commercial purposes, and you will not use, or allow any other person to use, the Terminal Products for personal, family, or household use; (f) use the Terminal Product in any location other than the registered location or move the Terminal Products to a new location without registering the device to its new location; (g) remove, modify, deface, or replace any of Podium’s or any Payment Service Provider’s proprietary notices or marks which appear on or are affixed to a Terminal Product; or (h) use the Terminal Products to violate any applicable laws, including any laws and regulations related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Terminal Products.
SOFTWARE TERMS
5.1 The Software may be subject to separate license terms (“EULA”). You accept the EULA by (a) using the Terminal Products, or (b) installing, copying, or otherwise using or attempting to use the Software. If more than one Software product is included in the Terminal Products, then each Software may have its own EULA. You are not authorized to install or use the Software unless you first agree to the applicable EULA. EULAs are not part of these Terminal Terms, but to the extent of any conflict with these Terminal Terms, the EULA will control solely for the Software to which it applies. If any Software does not include a EULA, then Podium grants you a limited, personal license to use that Software only with the Terminal Products on which it was installed and provided to you, and for all purposes under these Terminal Terms, including with regard to limitations on our liability, the Software will be deemed to be part of the Terminal Products on which it was installed.
5.2 You are responsible for installing, integrating, and maintaining the Terminal Products, which includes updating the Software as may be required by Podium or its Payment Service Provider from time to time. Podium may make updates to the Terminal Products available to you. You must install these updates to continue using the Terminal Products. Podium will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Terminal Terms unless other terms are provided with the updates.
OWNERSHIP AND RIGHTS These Terminal Terms do not grant any rights or licenses in the Terminal Services, Terminal Products, or Software other than as expressly stated in these Terminal Terms. As between the parties, Podium owns all right, title and interest, including all intellectual property rights, in and to the Terminal Services, Terminal Products and Software. All rights not expressly granted are reserved.
FEES
7.1 In addition to any other Fees due to Podium under the Subscription Documentation, Client will pay a fee assessed on a per Terminal Transaction basis (“Terminal Transaction Fee”) and any additional Fees for additional features within the Terminal Services which may be made available by Podium from time to time, unless otherwise stated in the relevant Subscription Documentation, such Fees payable in accordance with the Podium Terms of Service. Unless otherwise agreed in the relevant Subscription Documentation, the Terminal Transaction Fee and other fees associated with the Terminal Services are subject to change at any time and You will be charged at the then-current rates. You are encouraged to check the current rates prior to using the Terminal Services.
7.2 Unless otherwise expressly provided in an applicable Subscription Documentation, Client will pay the purchase fee upon placing the order for purchase of the Terminal Product. If Client fails to pay any amount due under these Terminal Terms according to the payment terms of the Subscription Documentation, Podium may, in its sole discretion, repossess the Terminal Products, in addition to all other rights and remedies that may be available to Podium.
BETA OR PRE-RELEASE VERSIONS Podium may from time to time provide Client with versions of the Terminal Services and/or Terminal Products that are identified by Podium as “pre-release” or “beta” (“Pre-release Versions”). Podium hereby grants Client, subject to the additional license restrictions set forth in Sections 2 and 3, which will apply to the Pre-release Versions as if they were Terminal Services and Terminal Products, a limited, non-transferable, non-exclusive, revocable license, without the right to sublicense, to use such Pre-release Versions for the sole purpose of testing and evaluation. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMINAL TERMS, ALL PRE-RELEASE VERSIONS ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE (INCLUDING WITHOUT LIMITATION THE LIMITED HARDWARE WARRANTY PROVIDED HEREIN) AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE TERMINAL PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT. CLIENT ACKNOWLEDGES THAT THE PRE-RELEASE VERSIONS ARE EXPERIMENTAL, HAVE NOT BEEN GENERALLY RELEASED, MAY CONTAIN DEFECTS AND DEFICIENCIES THAT PODIUM CANNOT OR WILL NOT CORRECT, AND THAT PODIUM WILL HAVE NO OBLIGATION TO RELEASE TO CLIENT ANY OF SUCH PRE-RELEASE VERSIONS AS A FINAL PRODUCT. Client assumes the entire risk as to the results and performance of Pre-Release Versions. Client acknowledges that Podium has the right to adopt and use any ideas or suggestions that Client makes or gives to Podium with respect to such Pre-release Versions, permanently and throughout the world, without compensation to Client.
LIMITED HARDWARE WARRANTY AND SUPPORT
9.1 Podium provides a one year limited warranty against defective materials and faulty workmanship in a Terminal Product. The warranty period starts on the date of your original purchase of the Terminal Products from Podium, and ends one year after that date. If you submit a claim during this warranty period that is within the scope of the limited warranty, and you follow Podium’s instructions for returning the Terminal Product, Podium will at its option, to the extent permitted by applicable law, either repair the Terminal Product, replace the Terminal Product, or refund to you all or part of the purchase price of the Terminal Product. This limited warranty applies only to unaltered hardware components of the Terminal Products that are used in accordance with these Terminal Terms and not subject to accident, misuse, or neglect.
9.2 This limited warranty is provided by Podium and not the Payment Service Provider. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights. To make a warranty claim, please contact Podium. Podium will provide you with information about how to return your Terminal Products.
TERMINAL SERVICES AND TERMINAL PRODUCT DISCLAIMER THE TERMINAL SERVICES AND TERMINAL PRODUCTS ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY STATED IN THESE TERMINAL TERMS, PODIUM PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE TERMINAL PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT, AS WELL AS ANY OTHER IMPLIED WARRANTIES, SUCH AS WARRANTIES REGARDING DATA LOSS, AVAILABILITY, ACCURACY, FUNCTIONALITY AND LACK OF VIRUSES. THIS SECTION APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY LIMITATIONS AND DISCLAIMERS THAT MAY BE CONTAINED IN THE PODIUM TERMS OF SERVICE AND PAYMENTS SERVICE TERMS. ANY WARRANTIES, GUARANTEES OR CONDITIONS THAT CANNOT BE DISCLAIMED AS A MATTER OF LAW, BUT WHICH MAY BE LIMITED IN DURATION, LAST FOR ONE YEAR FROM THE DATE ON WHICH YOU RECEIVE A TERMINAL PRODUCT. Use of the Terminal Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Terminal Products to not function correctly. As a consequence, all such use is at your own risk.
LIMITATIONS ON PODIUM’S LIABILITY. Podium is not responsible for Client’s obligations to its Customers (including properly describing and delivering the goods or services being sold to Customers). You are solely responsible for, and Podium expressly disclaims all liability for, your compliance with applicable laws and obligations related to your provision of the goods or services to your Customers. This may include providing customer service, notification and handling of refunds or Consumer complaints, provision of receipts, registering your legal entity, or other actions not related to the Podium Services (including without limitation, the Terminal Services). You agree to indemnify Podium for any losses we incur based on your failure to properly describe or deliver goods or services, or comply with your legal or contractual obligations to Payment Service Provider or your Customers.
Effective April 27th 2022 to May 17th 2022
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Podium Terminal Terms
By using Podium’s Terminal Service (as defined below), or by signing or clicking accept to any Subscription Documentation referencing these terms, you agree to be bound by the following terms and conditions (the “Terminal Terms”).
These Terminal Terms incorporate by this reference the Podium Terms of Service and Podium Payments Service Terms, as may be updated from time to time. Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service and/or Podium Payments Service Terms. For the avoidance of doubt, all references to the “Agreement” will include these Terminal Terms. In the event of any conflict or inconsistency between these Terminal Terms and the Podium Terms of Service, these Terminal Terms will govern but solely with respect to the Terminal Services.
DEFINITIONS.
1.1 “Terminal Product(s)” (or “Card Reader(s)”) means the physical point of sale device and any related hardware and accessories provided or made available by Podium. Any software and/or firmware preinstalled on or distributed with the Terminal Products (“Software”) forms part of the Terminal Products.
1.2 “Terminal Transaction” means a Transaction initiated by Client via the Terminal Services.
1.3 “Terminal Services Territory” means the United States of America.
TERMINAL SERVICES.
2.1 Podium’s terminal services allow you to accept various forms of payment and complete Terminal Transactions with your Customers using the Terminal Products (“Terminal Services”).
2.2 Use of the Terminal Services is (a) subject to the Podium Terms of Service, Payments Service Terms, your PPSP Agreement, and any additional terms set forth in the applicable Subscription Documentation, (b) limited to use in conjunction with the Terminal Products and Podium Services, and (c) only available in the Terminal Services Territory.
2.3 You will not and will not permit any third party to: (a) modify, disassemble, decompile, or reverse engineer any part of the Terminal Services; (b) copy or otherwise reproduce, modify, adapt, alter, translate, or create a derivative work of the Terminal Services; (c) remove, modify, or otherwise tamper with notices or legends on the Terminal Services; (d) distribute, sell, lease, assign, sublicense, or transfer the Terminal Services; (e) use or attempt to use the Terminal Services outside the Terminal Services Territory; or (f) use the Terminal Services to violate any applicable laws, including any laws and regulations related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Terminal Services.
PURCHASE OF THE TERMINAL PRODUCT
3.1 The Terminal Products are manufactured by third parties and are resold by Podium. All Terminal Products features, specifications, and prices are subject to change at any time. Podium does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that the Terminal Products are available for lease or purchase.
3.2. Podium is not obliged to accept any Subscription Documentation for the purchase of Terminal Products, and Podium may cancel accepted Subscription Documentation at any time if Podium is unable to fulfill the purchase request for any reason. If Podium cancels your Subscription Documentation for the purchase of a Terminal Product because it is unable to fulfill the purchase request for any reason, Podium will fully refund the purchase fees pre-paid by you for such Terminal Products.
3.3 The following terms apply to Terminal Products purchased by Client (as specified in Client’s Subscription Documentation):
3.3.1 Podium shall deliver the Terminal Products to the delivery address specified in the Subscription Documentation, at which time risk of loss will pass to you. Podium will use commercially reasonable efforts to provide you with an estimated delivery date for each Terminal Product; however such delivery date is a good-faith estimate only and is not binding on Podium. Title to each Terminal Product will transfer to you upon the later of (a) your payment of all applicable purchase fees in respect of such Terminal Product and (b) delivery of the Terminal Product in accordance with this Section.
3.4 Returns. Except as otherwise set forth in Section 9 herein (“Limited Hardware Warranty and Support”), you may return the Terminal Product only within 21 days after the date of your purchase and only in its original packaging and conditions (including all accessories and components). To begin the return process for a Terminal Product, please contact Podium by visiting https://www.podium.com/contact-us/. If you follow our instructions, Podium will provide you with return shipping instructions and will refund your purchase price in full using the same method of payment you used to purchase the Terminal Product. Podium will not take title to any returned Terminal Product until the item arrives at the facility to which Podium instructs you to return the Terminal Product. Returns may be subject to a restocking fee. You will be the exporter and importer of record on all returns transactions and will be directly responsible for ensuring that your returns comply with all export and import regulations. Notwithstanding any terms to the contrary, you agree that any duties and taxes that may be recoverable by you will not be charged or collected from Podium or the Payment Service Provider. This clause does not limit any rights that you might have to seek a refund under applicable Law.
USE OF THE TERMINAL PRODUCTS
4.1 Use of the Terminal Products: (a) is subject to the terms of the Podium Terms of Service, Payments Service Terms, your PPSP Agreement, and any additional terms set forth in the applicable Subscription Documentation; (b) is limited to use in conjunction with the Terminal Services and other Podium Services; and (c) is limited to use by competent trained employees authorized by Client to operate or use Terminal Products and with adequate security measures in place to safeguard Terminal Products and data collected by and held on Terminal Products.
4.2. If the terms of your agreements with your Customers require amendment to allow you to use Terminal Products, you must make those amendments before you use the Terminal Products.
4.3 You will not and will not permit any third party to: (a) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Terminal Product; (b) work around any of the technical limitations implemented in a Terminal Product or enable functionality that is disabled or prohibited; (c) reverse engineer or attempt to reverse engineer a Terminal Products except as expressly permitted by applicable laws; (d) perform or attempt to perform any actions that would interfere with the normal operation of a Terminal Product or impact the use of the Terminal Products by other users; (e) use the Terminal Products in any manner not permitted hereunder or for any purpose other than commercial purposes, and you will not use, or allow any other person to use, the Terminal Products for personal, family, or household use; (f) use the Terminal Product in any location other than the registered location or move the Terminal Products to a new location without registering the device to its new location; (g) remove, modify, deface, or replace any of Podium’s or any Payment Service Provider’s proprietary notices or marks which appear on or are affixed to a Terminal Product; or (h) use the Terminal Products to violate any applicable laws, including any laws and regulations related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Terminal Products.
SOFTWARE TERMS
5.1 The Software may be subject to separate license terms (“EULA”). You accept the EULA by (a) using the Terminal Products, or (b) installing, copying, or otherwise using or attempting to use the Software. If more than one Software product is included in the Terminal Products, then each Software may have its own EULA. You are not authorized to install or use the Software unless you first agree to the applicable EULA. EULAs are not part of these Terminal Terms, but to the extent of any conflict with these Terminal Terms, the EULA will control solely for the Software to which it applies. If any Software does not include a EULA, then Podium grants you a limited, personal license to use that Software only with the Terminal Products on which it was installed and provided to you, and for all purposes under these Terminal Terms, including with regard to limitations on our liability, the Software will be deemed to be part of the Terminal Products on which it was installed.
5.2 You are responsible for installing, integrating, and maintaining the Terminal Products, which includes updating the Software as may be required by Podium or its Payment Service Provider from time to time. Podium may make updates to the Terminal Products available to you. You must install these updates to continue using the Terminal Products. Podium will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Terminal Terms unless other terms are provided with the updates.
OWNERSHIP AND RIGHTS These Terminal Terms do not grant any rights or licenses in the Terminal Services, Terminal Products, or Software other than as expressly stated in these Terminal Terms. As between the parties, Podium owns all right, title and interest, including all intellectual property rights, in and to the Terminal Services, Terminal Products and Software. All rights not expressly granted are reserved.
FEES
7.1 In addition to any other Fees due to Podium under the Subscription Documentation, Client will pay a fee assessed on a per Terminal Transaction basis (“Terminal Transaction Fee”) and any additional Fees for additional features within the Terminal Services which may be made available by Podium from time to time, unless otherwise stated in the relevant Subscription Documentation, such Fees payable in accordance with the Podium Terms of Service. Unless otherwise agreed in the relevant Subscription Documentation, the Terminal Transaction Fee and other fees associated with the Terminal Services are subject to change at any time and You will be charged at the then-current rates. You are encouraged to check the current rates prior to using the Terminal Services.
7.2 Unless otherwise expressly provided in an applicable Subscription Documentation, Client will pay the purchase fee upon placing the order for purchase of the Terminal Product. If Client fails to pay any amount due under these Terminal Terms according to the payment terms of the Subscription Documentation, Podium may, in its sole discretion, repossess the Terminal Products, in addition to all other rights and remedies that may be available to Podium.
BETA OR PRE-RELEASE VERSIONS Podium may from time to time provide Client with versions of the Terminal Services and/or Terminal Products that are identified by Podium as “pre-release” or “beta” (“Pre-release Versions”). Podium hereby grants Client, subject to the additional license restrictions set forth in Sections 2 and 3, which will apply to the Pre-release Versions as if they were Terminal Services and Terminal Products, a limited, non-transferable, non-exclusive, revocable license, without the right to sublicense, to use such Pre-release Versions for the sole purpose of testing and evaluation. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMINAL TERMS, ALL PRE-RELEASE VERSIONS ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE (INCLUDING WITHOUT LIMITATION THE LIMITED HARDWARE WARRANTY PROVIDED HEREIN) AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE TERMINAL PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT. CLIENT ACKNOWLEDGES THAT THE PRE-RELEASE VERSIONS ARE EXPERIMENTAL, HAVE NOT BEEN GENERALLY RELEASED, MAY CONTAIN DEFECTS AND DEFICIENCIES THAT PODIUM CANNOT OR WILL NOT CORRECT, AND THAT PODIUM WILL HAVE NO OBLIGATION TO RELEASE TO CLIENT ANY OF SUCH PRE-RELEASE VERSIONS AS A FINAL PRODUCT. Client assumes the entire risk as to the results and performance of Pre-Release Versions. Client acknowledges that Podium has the right to adopt and use any ideas or suggestions that Client makes or gives to Podium with respect to such Pre-release Versions, permanently and throughout the world, without compensation to Client.
LIMITED HARDWARE WARRANTY AND SUPPORT
9.1 Podium provides a one year limited warranty against defective materials and faulty workmanship in a Terminal Product. The warranty period starts on the date of your original purchase of the Terminal Products from Podium, and ends one year after that date. If you submit a claim during this warranty period that is within the scope of the limited warranty, and you follow Podium’s instructions for returning the Terminal Product, Podium will at its option, to the extent permitted by applicable law, either repair the Terminal Product, replace the Terminal Product, or refund to you all or part of the purchase price of the Terminal Product. This limited warranty applies only to unaltered hardware components of the Terminal Products that are used in accordance with these Terminal Terms and not subject to accident, misuse, or neglect.
9.2 This limited warranty is provided by Podium and not the Payment Service Provider. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights. To make a warranty claim, please contact Podium. Podium will provide you with information about how to return your Terminal Products.
TERMINAL SERVICES AND TERMINAL PRODUCT DISCLAIMER THE TERMINAL SERVICES AND TERMINAL PRODUCTS ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY STATED IN THESE TERMINAL TERMS, PODIUM PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE TERMINAL PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT, AS WELL AS ANY OTHER IMPLIED WARRANTIES, SUCH AS WARRANTIES REGARDING DATA LOSS, AVAILABILITY, ACCURACY, FUNCTIONALITY AND LACK OF VIRUSES. THIS SECTION APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY LIMITATIONS AND DISCLAIMERS THAT MAY BE CONTAINED IN THE PODIUM TERMS OF SERVICE AND PAYMENTS SERVICE TERMS. ANY WARRANTIES, GUARANTEES OR CONDITIONS THAT CANNOT BE DISCLAIMED AS A MATTER OF LAW, BUT WHICH MAY BE LIMITED IN DURATION, LAST FOR ONE YEAR FROM THE DATE ON WHICH YOU RECEIVE A TERMINAL PRODUCT. Use of the Terminal Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Terminal Products to not function correctly. As a consequence, all such use is at your own risk.
LIMITATIONS ON PODIUM’S LIABILITY. Podium is not responsible for Client’s obligations to its Customers (including properly describing and delivering the goods or services being sold to Customers). You are solely responsible for, and Podium expressly disclaims all liability for, your compliance with applicable laws and obligations related to your provision of the goods or services to your Customers. This may include providing customer service, notification and handling of refunds or Consumer complaints, provision of receipts, registering your legal entity, or other actions not related to the Podium Services (including without limitation, the Terminal Services). You agree to indemnify Podium for any losses we incur based on your failure to properly describe or deliver goods or services, or comply with your legal or contractual obligations to Payment Service Provider or your Customers.
API Terms of Use
Version
Effective November 21st 2023
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Table of Contents
Podium API Terms of Use
These Podium API Terms of Use (these "Terms") are a binding contract between you ("you" or "your") and Podium Corporation, Inc. ("Podium," "we," or "us"). These Terms includes all applicable Podium policies and guidelines, including but not limited to our Privacy Policy and our Acceptable Use Policy, (together, this "Agreement") and govern your access to and use of the Podium API (as defined below). If you are entering into this Agreement on behalf of a company or other entity, then “you” means that entity, and you are binding that entity to this Agreement.
This Agreement governs your use of and interaction with the Podium API and the Podium Marketplace, both Beta Services (as defined in the Partner Terms). TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AGREE THAT THESE BETA SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND FROM PODIUM. WITH RESPECT TO BETA SERVICES, YOU FURTHER ACKNOWLEDGE AND AGREE THAT BETA SERVICES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH PODIUM WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF THE BETA SERVICES IS AT YOUR SOLE RISK.
BY ACCESSING OR USING THE PODIUM API, OR BY SIGNING OR CLICKING TO ACCEPT THIS AGREEMENT, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE PODIUM API.
PODIUM MAY UPDATE OR MODIFY THE PODIUM API AND THIS AGREEMENT FROM TIME TO TIME BY POSTING THE CHANGES ON THIS SITE OR NOTIFYING YOU VIA EMAIL. THESE CHANGES MAY AFFECT YOUR USE OF THE PODIUM API OR THE WAY YOUR APPLICATION INTERACTS WITH THE PODIUM API. IF PODIUM MAKES A CHANGE THAT’S UNACCEPTABLE TO YOU, YOU SHOULD STOP USING THE PODIUM API.
IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT, THE PODIUM PARTNER TERMS, ANY OTHER PARTNER OR DEVELOPER AGREEMENT, OR THE PODIUM TERMS OF SERVICE , THE TERMS OF THIS AGREEMENT WILL GOVERN BUT ONLY TO THE EXTENT NECESSARY TO RESOLVE THE CONFLICT.
Definitions.
"API Documentation" means the API documentation described at https://docs.podium.com/docs, as updated from time to time.
"API Credentials" means the secure keys, passwords, tokens, or other credentials Podium makes available to you to allow you to access the API.
"Application" means any application developed by you to interact with the Podium API in compliance with the terms and conditions of this Agreement.
"Client” means a business or entity, including their Authorized Users (as that term is defined in the Podium TOS) that is a user of the Podium Platform and/or Podium Services (as that term is defined in the Podium Terms of Service). If you are a Podium Client using the Podium API on your own behalf, “Client” means you.
“Client Agreement” means the terms or agreement entered into between you and a Client, which govern the Client’s access to and use of your Application and services if you are acting as a Developer Partner on behalf of a Client or end user and not on your own behalf.
“Client Data” means any data, content, or other information, including but not limited to any personal information or sensitive personal information, owned by or relating to a Client or their Customers. Client Data may include Customer Data.
“Customer” means any individual or entity that is a client, customer, or patient of a Client, or that is a potential client, customer, or patient of a Client.
“Customer Data” means data related to the identity, characteristics, and activities of Customers, collected or submitted to or via the Podium Platform by Client or by Customer(s).
“Developer Partner” means a partner who develops an Application or otherwise accesses, connects to, or uses the Podium APIs.
“Developer Portal” means portal, available at https://developer.podium.com/, by which a partner may sign up to become a Developer Partner and access related materials and documentation.
"HIPAA" means the Health Information Technology for Economic and Clinical Health Act of 2009 (the "HITECH Act"), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160 and 162, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160, all as may be amended from time to time.
“Partner Terms” means the Podium Partner Program Terms and Conditions.
"Podium API" means the Podium public application programming interface and any API Documentation or other API materials made available by Podium via Podium.com (https://www.podium.com/) including all of its related applications, dashboards, platforms, or other web locations (individually and collectively, the “Website”) or otherwise in writing. The Podium API is a Beta Service as defined in the Partner Terms.
“Podium Data” means any data, content, or other information owned by or relating to Podium.
"Podium Marks" means Podium's proprietary trademarks, trade names, branding, or logos made available for use in connection with the API pursuant to this Agreement.
"Podium Platform" means Podium's software-as-a-service and Payments platform as described on the Website or other written documentation provided to you by Podium, and all related services, applications, and technology.
“Podium Marketplace” means the mechanism by which Clients can view, access, install, and purchase (as applicable) your Application. The Podium Marketplace is currently a Beta Service (as defined in the Partner Terms.
“Podium TOS” means the Podium Terms of Service.
“Territory” means the United States, Canada, and Australia.
2. Access to and use of the Podium API Access.
a. Podium API License.
(i) Subject to and conditioned on your compliance with this Agreement, Podium grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the Agreement to access and use the Podium API solely to develop, implement, and provide your Application that will communicate and interoperate with the Podium Platform. You acknowledge that there are no implied licenses granted under this Agreement. We reserve all rights that are not expressly granted. You may not use the Podium API or any Podium Marks for any other purpose without our prior written consent.
b. Access to the Podium API.
(i) Approval and API Credentials. In order to access and use the Podium API, you must receive express approval from Podium and you must obtain API Credentials through the registration process set in Podium’s sole discretion. Podium may deny you access to the Podium API for any reason. You may not share your API Credentials with any third party (other than a subcontractor as expressly authorized in this Agreement), you must keep your API Credentials and all log-in information secure at all times, and you must use the API Credentials as your sole means of accessing the Podium API. Your API access and API Credentials may be revoked at any time by Podium.
(ii) Compliance with Laws. In accessing or using the Podium API, or in developing, implementing, or distributing your Application, you will comply with all terms and conditions of this Agreement and all guidelines, standards, and requirements that may be posted on the Website or which Podium communicates to you in writing from time to time. You will also, at all times, comply with all applicable state, federal, and international laws, rules, and regulations, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, Canada's Anti-Spam Legislation ("CASL"), the California Consumer Privacy Act, the California Privacy Rights Act, and other data privacy laws. To the extent the Podium API is subject to US export control laws, including the Export Control Reform Act and its associated regulations, you will not, directly or indirectly, export, re-export, or release the Podium API to, or make the Podium API accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Podium API available outside the US.
(iii) API Limits. Podium may, in its own discretion, set and enforce limits applicable to your use of the Podium API, which it may communicate to you via the API Documentation or otherwise in writing. You must not attempt to circumvent any such limits. Any use above the standard limits set by Podium must be expressly approved by Podium in writing in advance.
(iv) Use of a Subcontractor. You may not use a subcontractor in developing, implementing, or providing your Application unless such subcontractor has agreed in writing to comply with terms at least as restrictive as the provisions of this Agreement. You are responsible for ensuring that any subcontractor you use in relation to the Podium API complies with the terms of this Agreement, and you will remain fully liable to Podium and Clients for any breach of this Agreement by your subcontractor. You will provide a complete list of your subcontractors upon request by Podium or Client(s), as applicable.
(v) Developer Partners. To the extent you are accessing or using the Podium API as a Developer Partner, and not for your own personal benefit as a Podium Client, you are also subject to and hereby agree to the applicable provisions of the Partner Terms.
c. Podium API Use Restrictions. Except as expressly authorized under this Agreement or otherwise in writing by Podium, you will not:
(i) access or use the Podium API to distribute data, develop content, or develop an Application except for your use or a Client’s use in connection with the Podium Platform;
(ii) copy, modify, or create derivative works of the Podium API, in whole or in part;
(iii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Podium API;
(iv) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Podium API, in whole or in part;
(v) remove any proprietary notices from the Podium API;
(vi) use the Podium API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law or would cause Podium or our Client(s), as applicable, to violate any applicable law;
(vii) combine or integrate the Podium API with any software, technology, services, or materials not authorized by Podium;
(viii) design or permit your Application to disable, override, or otherwise interfere with any Podium-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
(ix) use the Podium API in any of your Application to replicate or attempt to replace the user experience of the Podium Platform;
(x) use the Podium API in any way that would violate Podium’s Terms of Service, if used by a Podium Client, or develop, implement, or distribute any Application that would cause or permit a Client to use the Podium Platform in a manner that would violate Podium’s Master Terms of Service;
(xi) offer or distribute the Application outside the Territory;
(xii) process or transmit any Podium Data or Client Data outside the Territory, or outside any limited scope of the Territory as you have otherwise been authorized by Podium or the Client, as applicable;
(xiii) attempt to cloak or conceal your identity of Your Applications when requesting authorization to use the Podium API; or
(xiv) use the Podium API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email ("spam"), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities or that would otherwise violate Podium’s Acceptable Use Policy.
3. Your Application.
a. Obligation to Monitor. You agree to monitor the use of your Application for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of your Application from further use of your Application. You agree to provide a resource for users of your Application to report abuse of your Application.
b. Responsibility for Users. As between you and us, you are responsible for all acts and omissions of your Client or other end users in connection with your Application and their use of the Podium API, if any. You agree that you are solely responsible for posting any privacy notices and obtaining any consents and authorizations from your Client or other end users required under applicable laws, rules, regulations, and Section 7(a)(ii) of this Agreement for their use of your Application. You are further responsible to provide the terms of use of your Application, which are applicable to your Client or other end users, pursuant to Section 7(a)(i) of this Agreement.
c. Podium Marketplace.
(i) Your Application will not be published or otherwise made available in the Podium Marketplace unless and until you have submitted to Podium all documentation requested by Podium and Podium has reviewed such documentation and provided you written notice that your Application has been approved for addition to the Podium Marketplace. Your Application may be approved or denied for addition to the Podium Marketplace in Podium’s sole discretion. Once approved and listed on the Podium Marketplace you will be subject to the applicable terms of the Podium Marketplace Terms of Service then in effect.
4. No Support; Updates.
This Agreement does not entitle you to any support from Podium for the Podium API. You acknowledge that we may update or modify the Podium API from time to time and at our sole discretion (in each instance, an "Update"), and may require you to obtain and use the most recent version of the Podium API. Updates may adversely affect how your Application communicates with the Podium Platform. You are required to make any changes to the Application that are required for integration as a result of such Update at your sole cost and expense. Your continued use of the Podium API following an Update constitutes binding acceptance of the Update.
5. Podium Rights.
a. Collection and Use of Your Information. We may collect certain information through the Podium API or the Podium Platform about you or any of your employees, contractors, agents, or users. By accessing, using, or providing information to or through the Podium API or the Podium Platform, you consent to all actions taken by us with respect to your information in compliance with this Agreement, the then-current version of our Privacy Policy, and applicable data protection requirements, available at Podium.com. You also agree that Podium may send you emails and text messages, including transactional, operational, and marketing messages, possibly using automated technology, to the email or phone number you provide. Message and/or data rates may apply to such messages, and you may opt out at any time. You will keep your contact information up to date and will notify Podium immediately in the event that your contact information changes.
b. Monitoring; Auditing. You agree that Podium may monitor your use of the Podium API to confirm your compliance with your obligations under this Agreement and to improve the Podium API, the Podium Platform, and the user experience of the Podium API and Podium Platform. You also understand and agree that Podium will have the right to audit your Application, systems, and associated records to confirm your compliance with this Agreement. Upon our request, you will provide reasonable assistance to Podium to allow us to perform these monitoring and auditing functions. You will also ensure that if you use a subcontractor in relation to the Podium API or to develop, implement, or provide your Application, that the subcontractor agrees in writing to this same obligation.
6. Intellectual Property Ownership; Feedback.
a. IP Ownership. You acknowledge that, as between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Podium API, the Podium Platform, and the Podium Marks; and (b) you own all right, title, and interest, including all intellectual property rights, in and to your Applications, except to the extent the Application is built by or for Podium or as otherwise stated in this Agreement or another writing mutually agreed to by and between you and Podium. Additionally, to the extent applicable, as between you and Podium, Podium will own all right, title, and interest in any Client Data that Podium receives as a result of a Client’s use of an Application, subject to the applicable terms between Podium and the Client, including Podium’s Privacy Policy. You will use commercially reasonable efforts to safeguard the Podium API and Podium Marks (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the Podium API and Podium Marks and will fully cooperate with us, in any legal action taken by us to enforce our intellectual property rights.
b. Your Marks. You hereby grant Podium a non-exclusive, royalty free license during the term of the Agreement to use your trademarks, service marks, and trade names for the purposes of advertising, promoting, merchandising, marketing, and otherwise communicating to Clients, Customers, and other third parties regarding your Application and/or services.
c. Podium Marks. Podium hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the Agreement to display the Podium Marks solely in connection with the use of the Podium API and your Application. You may not use the Podium Marks: (a) in any way that is misleading or disparaging; (b) in a way that implies that Podium endorses, sponsors, approves, or is in any way responsible for your Application or the services you provide (unless otherwise expressly authorized by Podium in writing); (c) in violation of any provision of this Agreement or any applicable law; or (d) in a manner that does not comply with any branding guidelines we post on our Website or otherwise notify you of in writing. You must stop using the Podium Marks immediately upon termination or otherwise upon our request. You agree that your use of the Podium Marks in connection with this Agreement will not create any right, title, or interest in or to the Podium Marks in favor of you, and all goodwill associated with the use of the Podium Marks will inure to the benefit of Podium.
d. Feedback. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Podium API, the Podium Platform, or the Podium Marks, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), all such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and on behalf of your employees, contractors, and agents, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
e. Competitive or Similar Materials. In no event will Podium be precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing or developing for third parties, or marketing and distributing, materials which are competitive with an Application or other products or services provided by you, irrespective of their similarity to your current products or products that you may develop.
7. Privacy and Security.
a. Client Agreement and Privacy Policy.
(i) Client Agreement. Before you access or use any Client Data or any Client Account (other than your own if you are a Client using the Podium API on your own behalf), you must, by way of a legally valid Client Agreement, obtain all necessary permissions, authorizations, and consents from each Client or end user, as the case may be, to access and use their Client Account and Client Data via the Podium API, your Application, and services. The Client Agreement for each Client must include provisions that are at least as protective as those contained in this Agreement. The Client Agreement must also include provisions informing the Client that:
(A) Podium will not be responsible for any support or assistance relating to your Application or services (unless Podium has expressly stated otherwise in writing);
(B) You, not Podium, are solely responsible for your Application, your related services, and for any liability or damages that arise out of a Client’s authorized use of the Application; and
(C) The provisions of your Client Agreement govern the scope of your access and use rights with respect to the Client’s Data and Account.
(ii) Privacy Policy. You must maintain, and your Application must display, a legally compliant privacy policy detailing the data and information you’ll collect from any Client or user when they use your Application, and you agree that you will only use such data and information as expressly authorized by the Client in each case.
(iii) Protected Health Information. To the extent you or your Application or services will access or use any Client Protected Health Information (“PHI”) as that term is defined under HIPAA, you represent and warrant that you will execute a legally valid Business Associate Agreement (“BAA”) with each applicable Client prior to using or accessing their PHI via the Podium API and your Application. You will only use such data as authorized under the BAA and HIPAA and will remain fully liable for any violations with respect to PHI.
b. Security. You will implement and maintain a security program designed to prevent the unauthorized access, use, or disclosure of any of the data you access or use via the Podium API and in developing, implementing, and distributing your Application and related services. Your security program must include appropriate administrative, physical, and technical safeguards that meet or exceed industry standards, according to the nature and scope of the data you use or access via the Podium API, and which is. You will also ensure that any subcontractor you use in relation to the Podium API also agrees to comply with this provision. You also represent and warrant that any Applications you develop or distribute using the Podium API or Podium Marketplace will not contain any security vulnerabilities. If you are using the Podium API for security testing purposes, you also agree that you will adhere to Podium’s testing policy outlined in our Vulnerability Disclosure Policy.
(i) Data Breach and Notification. In the event of any actual or suspected unauthorized access, use, disclosure, loss, or processing of Podium Data or Client Data (“Data Breach”) you will notify Podium in writing immediately (but no later than twenty-four (24) hours) upon discovering the Data Breach. Upon becoming aware of any Data Breach, you will, at your own expense, work to immediately mitigate the effects of the Data Breach, correct any flaws or deficiencies that contributed to the Data Breach, and cooperate fully with Podium, including providing any and all information Podium requests relating to the Data Breach. You will also, at your own expense, provide all notifications to Clients, end users, and any other parties affected by the Data Breach as required by law and your contractual obligations to the affected parties.
(ii) Deletion. Except as necessary to comply with your obligations under applicable law, you must immediately delete all Client Data: (a) upon request from the Client; and (b) upon termination of this Agreement or revocation of your access to the Podium API.
8. Confidentiality
a. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, or subcontractors having a legitimate need to know (which, for Podium, includes the subcontractors referenced in Section 14(f), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 8 and these recipients are bound to confidentiality obligations no less protective than this Section.
b. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.
c. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
9. Disclaimer of Warranties.
THE PODIUM API, THE PODIUM PLATFORM, AND PODIUM MARKS ARE PROVIDED "AS IS" AND PODIUM SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PODIUM SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PODIUM MAKES NO WARRANTY OF ANY KIND THAT THE PODIUM API, THE PODIUM PLATFORM, OR PODIUM MARKS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
10. Indemnification.
You agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, agents, successors, and assigns (together, the “Podium Entities”) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to: (a) your access to and use or misuse of the Podium API, Podium Platform, or Podium Trademarks; (b) your breach of this Agreement; (c) your Application, including any Client’s or other end user's use thereof; (d) any third party claim that your product or services, including any Application infringe the intellectual property or other rights of a third party; (e) a violation of applicable laws, rules, or regulations; (f) a Data Breach; and (g) any gross negligence or willful misconduct. In the event we seek indemnification or defense from you under this provision, we will promptly notify you in writing of the claim(s) brought against us for which we seek indemnification or defense. We reserve the right, at our option and in our sole discretion, to assume full control of the defense of claims with legal counsel of our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent. In the event we assume control of the defense of such claim, we will not settle any such claim requiring payment from you without your prior written approval.
11. Limitations of Liability.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL PODIUM ENTITIES BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE PODIUM API; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIVE HUNDRED DOLLARS EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR PODIUM WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN TWELVE MONTHS AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
12. Term and Termination.
a. Term. The term of this Agreement will begin when you access the Podium API or when you otherwise sign or click to accept this Agreement and will continue in effect until terminated as set forth in this Section.
b. Termination. We may immediately terminate or suspend this Agreement, any rights granted herein, and/or your licenses under this Agreement, in our sole discretion at any time and for any reason, by providing notice to you or revoking access to the Podium API and the Podium Marks. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. You may terminate this Agreement at any time by ceasing your access to and use of the Podium API and Podium Marks.
c. Effect of Termination. Upon termination of this Agreement for any reason all licenses and rights granted to you under this Agreement will also terminate and you must cease using, destroy, and permanently erase from all devices and systems you directly or indirectly control all copies of the Podium API, Podium Marks, and other Podium Confidential Information, as well as any and all Client Data or Customer Data then in your possession or control. You must also immediately cease: (a) your use and access to the Podium API, Podium Marks, and Podium Platform; and (b) your distribution and/or provision your Application. Upon request from Podium or a Client, as applicable, you will also provide written certification of your compliance with this section. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination. Termination will not limit any of Podium's rights or remedies at law or in equity.
13. Non-Exclusivity; Competitive or Similar Products or Materials.
a. Non-Exclusivity. The arrangements under this Agreement are non-exclusive, and nothing in this Agreement is intended, nor should it be construed, to create any form of exclusive relationship between you and Podium. Unless the parties expressly agree otherwise in writing, each party is free to enter into similar arrangements with other parties, provided that doing so will not cause the party to violate any of its obligations under this Agreement.
b. Competitive or Similar Products or Materials. Nothing in this Agreement will be deemed or construed to preclude or otherwise limit Podium’s ability to discuss, develop, or distribute, either on its own or by a third-party subcontractor, any products, services, or other materials that are similar or competitive to your products, services, or materials, including your Application. Notwithstanding the foregoing, Podium may not use your Confidential Information in discussing, developing, or distributing any such products, services, or other materials.
14. General.
a. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. You may not assign this Agreement without the advance written consent of Podium, which will not be unreasonably withheld. Podium may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 14(a) will be null and void.
b. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. You acknowledge that this Agreement only permits use by you and the legal entity or entities you represent and is binding to this Agreement and not any affiliates. Furthermore, your affiliates are not permitted to use the Podium API under this Agreement unless that affiliate agrees to this Agreement individually and receives its own access to the Podium API.
c. Notices. Any notice or communication to Podium under this Agreement must be in writing. You must send any notices under this Agreement (including breach notices) to Podium Headquarters and include "Attn. Legal Department" in the subject line. Podium may send notices to the email address(es) on record for your account or as otherwise provided by you to Podium. Podium may also provide operational notices regarding the Podium API or other business-related notices through conspicuous posting of such notice on Podium’s Website. You hereby consent to receipt of electronic notices and agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Podium is not responsible for any automatic filtering you or your network provider may apply to email notifications.
d. Modifications. Podium may update or modify these Terms from time to time by posting a revised version on the Website or Services or by notification via the email associated with your account. If a change to these Terms materially modifies your rights and obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms, or upon your next subsequent Subscription Term. Immaterial modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, will constitute acceptance of the updated Terms. If you do not agree to the updated Terms, you will no longer have the right to use the API. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waiver must be made in writing and executed by a duly authorized representative of the waiving party.
e. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable, void or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.
f. Subcontractors. Podium may use subcontractors and permit them to exercise the rights granted to Podium fulfilling its obligations or exercising its rights under this Agreement.
g. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
h. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except applicable payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
i. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
j. Injunctive Relief. You understand and agree that the unauthorized use or disclosure of any Podium or Client Data you access or use via the Podium API or Podium Platform may cause irreparable harm to Podium or our Clients. You therefore agree that Podium will have the right to obtain an immediate injunction against any breach or threatened breach of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.
k. Non-Waiver. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
l. Entire Agreement. This Agreement, including any terms, policies, or documents referenced or linked to herein, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Podium API or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. Any terms you provide to Podium are for administrative purposes only, and have no legal effect.
Effective May 17th 2022 to November 21st 2023
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Table of Contents
Podium API Terms of Use
These Podium API Terms of Use (these "Terms") are a binding contract between you ("you" or "your") and Podium Corporation, Inc. ("Podium," "we," or "us"). These Terms includes all applicable Podium policies and guidelines, including but not limited to our Privacy Policy and our Acceptable Use Policy, (together, this "Agreement") and governs your access to and use of the Podium API (as defined below). If you are entering into this Agreement on behalf of a company or other entity, then “you” means that entity, and you are binding that entity to this Agreement.
This Agreement governs your use of and interaction with the Podium API and the Podium Marketplace, both Beta Services (as defined in the Partner Terms). TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AGREE THAT THESE BETA SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND FROM PODIUM. WITH RESPECT TO BETA SERVICES, YOU FURTHER ACKNOWLEDGE AND AGREE THAT BETA SERVICES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH PODIUM WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF THE BETA SERVICES IS AT YOUR SOLE RISK.
BY ACCESSING OR USING THE PODIUM API, OR BY SIGNING OR CLICKING TO ACCEPT THIS AGREEMENT, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE PODIUM API.
PODIUM MAY UPDATE OR MODIFY THE PODIUM API AND THIS AGREEMENT FROM TIME TO TIME BY POSTING THE CHANGES ON THIS SITE OR NOTIFYING YOU VIA EMAIL. THESE CHANGES MAY AFFECT YOUR USE OF THE PODIUM API OR THE WAY YOUR APPLICATION INTERACTS WITH THE PODIUM API. IF PODIUM MAKES A CHANGE THAT’S UNACCEPTABLE TO YOU, YOU SHOULD STOP USING THE PODIUM API.
IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT, THE PODIUM PARTNER TERMS, ANY OTHER PARTNER OR DEVELOPER AGREEMENT, OR THE PODIUM TERMS OF SERVICE (OR, WITH RESPECT TO CLIENTS LOCATED IN AUSTRALIA, THE PODIUM TERMS OF SERVICE (AU)), THE TERMS OF THIS AGREEMENT WILL GOVERN BUT ONLY TO THE EXTENT NECESSARY TO RESOLVE THE CONFLICT.
Definitions.
"API Documentation" means the API documentation described at https://docs.podium.com/docs, as updated from time to time.
"API Credentials" means the secure keys, passwords, tokens, or other credentials Podium makes available to you to allow you to access the API.
"Application" means any application developed by you to interact with the Podium API in compliance with the terms and conditions of this Agreement.
"Client” means a business or entity, including their Authorized Users (as that term is defined in the Podium TOS) that is a user of the Podium Platform and/or Podium Services (as that term is defined in the Podium Terms of Service). If you are a Podium Client using the Podium API on your own behalf, “Client” means you.
“Client Agreement” means the terms or agreement entered into between you and a Client, which govern the Client’s access to and use of your Application and services if you are acting as a Developer Partner on behalf of a Client or end user and not on your own behalf.
“Client Data” means any data, content, or other information, including but not limited to any personal information or sensitive personal information, owned by or relating to a Client or their Customers. Client Data may include Customer Data.
“Customer” means any individual or entity that is a client, customer, or patient of a Client, or that is a potential client, customer, or patient of a Client.
“Customer Data” means data related to the identity, characteristics, and activities of Customers, collected or submitted to or via the Podium Platform by Client or by Customer(s).
“Developer Partner” means a partner who develops an Application or otherwise accesses, connects to, or uses the Podium APIs.
“Developer Portal” means portal, available at https://developer.podium.com/, by which a partner may sign up to become a Developer Partner and access related materials and documentation.
"HIPAA" means the Health Information Technology for Economic and Clinical Health Act of 2009 (the "HITECH Act"), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160 and 162, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160, all as may be amended from time to time.
“Partner Terms” means the Podium Partner Program Terms and Conditions.
"Podium API" means the Podium public application programming interface and any API Documentation or other API materials made available by Podium via Podium.com (https://www.podium.com/) including all of its related applications, dashboards, platforms, or other web locations (individually and collectively, the “Website”) or otherwise in writing. The Podium API is a Beta Service as defined in the Partner Terms.
“Podium Data” means any data, content, or other information owned by or relating to Podium.
"Podium Marks" means Podium's proprietary trademarks, trade names, branding, or logos made available for use in connection with the API pursuant to this Agreement.
"Podium Platform" means Podium's software-as-a-service and Payments platform as described on the Website or other written documentation provided to you by Podium, and all related services, applications, and technology.
“Podium Marketplace” means the mechanism by which Clients can view, access, install, and purchase (as applicable) your Application. The Podium Marketplace is currently a Beta Service (as defined in the Partner Terms.
“Podium TOS” means the Podium Terms of Service or, with respect to Clients located in Australia, the Podium Terms of Service (AU).
“Territory” means the United States, Canada, and Australia.
2. Access to and use of the Podium API Access.
a. Podium API License.
(i) Subject to and conditioned on your compliance with this Agreement, Podium grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the Agreement to access and use the Podium API solely to develop, implement, and provide your Application that will communicate and interoperate with the Podium Platform. You acknowledge that there are no implied licenses granted under this Agreement. We reserve all rights that are not expressly granted. You may not use the Podium API or any Podium Marks for any other purpose without our prior written consent.
b. Access to the Podium API.
(i) Approval and API Credentials. In order to access and use the Podium API, you must receive express approval from Podium and you must obtain API Credentials through the registration process set in Podium’s sole discretion. Podium may deny you access to the Podium API for any reason. You may not share your API Credentials with any third party (other than a subcontractor as expressly authorized in this Agreement), you must keep your API Credentials and all log-in information secure at all times, and you must use the API Credentials as your sole means of accessing the Podium API. Your API access and API Credentials may be revoked at any time by Podium.
(ii) Compliance with Laws. In accessing or using the Podium API, or in developing, implementing, or distributing your Application, you will comply with all terms and conditions of this Agreement and all guidelines, standards, and requirements that may be posted on the Website or which Podium communicates to you in writing from time to time. You will also, at all times, comply with all applicable state, federal, and international laws, rules, and regulations, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, Canada's Anti-Spam Legislation ("CASL"), the California Consumer Privacy Act, the California Privacy Rights Act, and other data privacy laws. To the extent the Podium API is subject to US export control laws, including the Export Control Reform Act and its associated regulations, you will not, directly or indirectly, export, re-export, or release the Podium API to, or make the Podium API accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Podium API available outside the US.
(iii) API Limits. Podium may, in its own discretion, set and enforce limits applicable to your use of the Podium API, which it may communicate to you via the API Documentation or otherwise in writing. You must not attempt to circumvent any such limits. Any use above the standard limits set by Podium must be expressly approved by Podium in writing in advance.
(iv) Use of a Subcontractor. You may not use a subcontractor in developing, implementing, or providing your Application unless such subcontractor has agreed in writing to comply with terms at least as restrictive as the provisions of this Agreement. You are responsible for ensuring that any subcontractor you use in relation to the Podium API complies with the terms of this Agreement, and you will remain fully liable to Podium and Clients for any breach of this Agreement by your subcontractor. You will provide a complete list of your subcontractors upon request by Podium or Client(s), as applicable.
(v) Developer Partners. To the extent you are accessing or using the Podium API as a Developer Partner, and not for your own personal benefit as a Podium Client, you are also subject to and hereby agree to the applicable provisions of the Partner Terms.
c. Podium API Use Restrictions. Except as expressly authorized under this Agreement or otherwise in writing by Podium, you will not:
(i) access or use the Podium API to distribute data, develop content, or develop an Application except for your use or a Client’s use in connection with the Podium Platform;
(ii) copy, modify, or create derivative works of the Podium API, in whole or in part;
(iii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Podium API;
(iv) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Podium API, in whole or in part;
(v) remove any proprietary notices from the Podium API;
(vi) use the Podium API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law or would cause Podium or our Client(s), as applicable, to violate any applicable law;
(vii) combine or integrate the Podium API with any software, technology, services, or materials not authorized by Podium;
(viii) design or permit your Application to disable, override, or otherwise interfere with any Podium-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
(ix) use the Podium API in any of your Application to replicate or attempt to replace the user experience of the Podium Platform;
(x) use the Podium API in any way that would violate Podium’s Terms of Service, if used by a Podium Client, or develop, implement, or distribute any Application that would cause or permit a Client to use the Podium Platform in a manner that would violate Podium’s Master Terms of Service;
(xi) offer or distribute the Application outside the Territory;
(xii) process or transmit any Podium Data or Client Data outside the Territory, or outside any limited scope of the Territory as you have otherwise been authorized by Podium or the Client, as applicable;
(xiii) attempt to cloak or conceal your identity of Your Applications when requesting authorization to use the Podium API; or
(xiv) use the Podium API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email ("spam"), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities or that would otherwise violate Podium’s Acceptable Use Policy.
3. Your Application.
a. Obligation to Monitor. You agree to monitor the use of your Application for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of your Application from further use of your Application. You agree to provide a resource for users of your Application to report abuse of your Application.
b. Responsibility for Users. As between you and us, you are responsible for all acts and omissions of your Client or other end users in connection with your Application and their use of the Podium API, if any. You agree that you are solely responsible for posting any privacy notices and obtaining any consents and authorizations from your Client or other end users required under applicable laws, rules, regulations, and Section 7(a)(ii) of this Agreement for their use of your Application. You are further responsible to provide the terms of use of your Application, which are applicable to your Client or other end users, pursuant to Section 7(a)(i) of this Agreement.
c. Podium Marketplace.
(i) Your Application will not be published or otherwise made available in the Podium Marketplace unless and until you have submitted to Podium all documentation requested by Podium and Podium has reviewed such documentation and provided you written notice that your Application has been approved for addition to the Podium Marketplace. Your Application may be approved or denied for addition to the Podium Marketplace in Podium’s sole discretion. Once approved and listed on the Podium Marketplace you will be subject to the applicable terms of the Podium Marketplace Terms of Service then in effect.
4. No Support; Updates.
This Agreement does not entitle you to any support from Podium for the Podium API. You acknowledge that we may update or modify the Podium API from time to time and at our sole discretion (in each instance, an "Update"), and may require you to obtain and use the most recent version of the Podium API. Updates may adversely affect how your Application communicates with the Podium Platform. You are required to make any changes to the Application that are required for integration as a result of such Update at your sole cost and expense. Your continued use of the Podium API following an Update constitutes binding acceptance of the Update.
5. Podium Rights.
a. Collection and Use of Your Information. We may collect certain information through the Podium API or the Podium Platform about you or any of your employees, contractors, agents, or users. By accessing, using, or providing information to or through the Podium API or the Podium Platform, you consent to all actions taken by us with respect to your information in compliance with this Agreement, the then-current version of our Privacy Policy, and applicable data protection requirements, available at Podium.com. You also agree that Podium may send you emails and text messages, including transactional, operational, and marketing messages, possibly using automated technology, to the email or phone number you provide. Message and/or data rates may apply to such messages, and you may opt out at any time. You will keep your contact information up to date and will notify Podium immediately in the event that your contact information changes.
b. Monitoring; Auditing. You agree that Podium may monitor your use of the Podium API to confirm your compliance with your obligations under this Agreement and to improve the Podium API, the Podium Platform, and the user experience of the Podium API and Podium Platform. You also understand and agree that Podium will have the right to audit your Application, systems, and associated records to confirm your compliance with this Agreement. Upon our request, you will provide reasonable assistance to Podium to allow us to perform these monitoring and auditing functions. You will also ensure that if you use a subcontractor in relation to the Podium API or to develop, implement, or provide your Application, that the subcontractor agrees in writing to this same obligation.
6. Intellectual Property Ownership; Feedback.
a. IP Ownership. You acknowledge that, as between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Podium API, the Podium Platform, and the Podium Marks; and (b) you own all right, title, and interest, including all intellectual property rights, in and to your Applications, except to the extent the Application is built by or for Podium or as otherwise stated in this Agreement or another writing mutually agreed to by and between you and Podium. Additionally, to the extent applicable, as between you and Podium, Podium will own all right, title, and interest in any Client Data that Podium receives as a result of a Client’s use of an Application, subject to the applicable terms between Podium and the Client, including Podium’s Privacy Policy. You will use commercially reasonable efforts to safeguard the Podium API and Podium Marks (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the Podium API and Podium Marks and will fully cooperate with us, in any legal action taken by us to enforce our intellectual property rights.
b. Your Marks. You hereby grant Podium a non-exclusive, royalty free license during the term of the Agreement to use your trademarks, service marks, and trade names for the purposes of advertising, promoting, merchandising, marketing, and otherwise communicating to Clients, Customers, and other third parties regarding your Application and/or services.
c. Podium Marks. Podium hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the Agreement to display the Podium Marks solely in connection with the use of the Podium API and your Application. You may not use the Podium Marks: (a) in any way that is misleading or disparaging; (b) in a way that implies that Podium endorses, sponsors, approves, or is in any way responsible for your Application or the services you provide (unless otherwise expressly authorized by Podium in writing); (c) in violation of any provision of this Agreement or any applicable law; or (d) in a manner that does not comply with any branding guidelines we post on our Website or otherwise notify you of in writing. You must stop using the Podium Marks immediately upon termination or otherwise upon our request. You agree that your use of the Podium Marks in connection with this Agreement will not create any right, title, or interest in or to the Podium Marks in favor of you, and all goodwill associated with the use of the Podium Marks will inure to the benefit of Podium.
d. Feedback. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Podium API, the Podium Platform, or the Podium Marks, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), all such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and on behalf of your employees, contractors, and agents, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
e. Competitive or Similar Materials. In no event will Podium be precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing or developing for third parties, or marketing and distributing, materials which are competitive with an Application or other products or services provided by you, irrespective of their similarity to your current products or products that you may develop.
7. Privacy and Security.
a. Client Agreement and Privacy Policy.
(i) Client Agreement. Before you access or use any Client Data or any Client Account (other than your own if you are a Client using the Podium API on your own behalf), you must, by way of a legally valid Client Agreement, obtain all necessary permissions, authorizations, and consents from each Client or end user, as the case may be, to access and use their Client Account and Client Data via the Podium API, your Application, and services. The Client Agreement for each Client must include provisions that are at least as protective as those contained in this Agreement. The Client Agreement must also include provisions informing the Client that:
(A) Podium will not be responsible for any support or assistance relating to your Application or services (unless Podium has expressly stated otherwise in writing);
(B) You, not Podium, are solely responsible for your Application, your related services, and for any liability or damages that arise out of a Client’s authorized use of the Application; and
(C) The provisions of your Client Agreement govern the scope of your access and use rights with respect to the Client’s Data and Account.
(ii) Privacy Policy. You must maintain, and your Application must display, a legally compliant privacy policy detailing the data and information you’ll collect from any Client or user when they use your Application, and you agree that you will only use such data and information as expressly authorized by the Client in each case.
(iii) Protected Health Information. To the extent you or your Application or services will access or use any Client Protected Health Information (“PHI”) as that term is defined under HIPAA, you represent and warrant that you will execute a legally valid Business Associate Agreement (“BAA”) with each applicable Client prior to using or accessing their PHI via the Podium API and your Application. You will only use such data as authorized under the BAA and HIPAA and will remain fully liable for any violations with respect to PHI.
b. Security. You will implement and maintain a security program designed to prevent the unauthorized access, use, or disclosure of any of the data you access or use via the Podium API and in developing, implementing, and distributing your Application and related services. Your security program must include appropriate administrative, physical, and technical safeguards that meet or exceed industry standards, according to the nature and scope of the data you use or access via the Podium API, and which is. You will also ensure that any subcontractor you use in relation to the Podium API also agrees to comply with this provision. You also represent and warrant that any Applications you develop or distribute using the Podium API or Podium Marketplace will not contain any security vulnerabilities. If you are using the Podium API for security testing purposes, you also agree that you will adhere to Podium’s testing policy outlined in our Vulnerability Disclosure Policy.
(i) Data Breach and Notification. In the event of any actual or suspected unauthorized access, use, disclosure, loss, or processing of Podium Data or Client Data (“Data Breach”) you will notify Podium in writing immediately (but no later than twenty-four (24) hours) upon discovering the Data Breach. Upon becoming aware of any Data Breach, you will, at your own expense, work to immediately mitigate the effects of the Data Breach, correct any flaws or deficiencies that contributed to the Data Breach, and cooperate fully with Podium, including providing any and all information Podium requests relating to the Data Breach. You will also, at your own expense, provide all notifications to Clients, end users, and any other parties affected by the Data Breach as required by law and your contractual obligations to the affected parties.
(ii) Deletion. Except as necessary to comply with your obligations under applicable law, you must immediately delete all Client Data: (a) upon request from the Client; and (b) upon termination of this Agreement or revocation of your access to the Podium API.
8. Confidentiality
a. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, or subcontractors having a legitimate need to know (which, for Podium, includes the subcontractors referenced in Section 14(f), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 8 and these recipients are bound to confidentiality obligations no less protective than this Section.
b. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.
c. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
9. Disclaimer of Warranties.
THE PODIUM API, THE PODIUM PLATFORM, AND PODIUM MARKS ARE PROVIDED "AS IS" AND PODIUM SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PODIUM SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PODIUM MAKES NO WARRANTY OF ANY KIND THAT THE PODIUM API, THE PODIUM PLATFORM, OR PODIUM MARKS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
10. Indemnification.
You agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, agents, successors, and assigns (together, the “Podium Entities”) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to: (a) your access to and use or misuse of the Podium API, Podium Platform, or Podium Trademarks; (b) your breach of this Agreement; (c) your Application, including any Client’s or other end user's use thereof; (d) any third party claim that your product or services, including any Application infringe the intellectual property or other rights of a third party; (e) a violation of applicable laws, rules, or regulations; (f) a Data Breach; and (g) any gross negligence or willful misconduct. In the event we seek indemnification or defense from you under this provision, we will promptly notify you in writing of the claim(s) brought against us for which we seek indemnification or defense. We reserve the right, at our option and in our sole discretion, to assume full control of the defense of claims with legal counsel of our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent. In the event we assume control of the defense of such claim, we will not settle any such claim requiring payment from you without your prior written approval.
11. Limitations of Liability.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL PODIUM ENTITIES BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE PODIUM API; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIVE HUNDRED DOLLARS EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR PODIUM WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN TWELVE MONTHS AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
12. Term and Termination.
a. Term. The term of this Agreement will begin when you access the Podium API or when you otherwise sign or click to accept this Agreement and will continue in effect until terminated as set forth in this Section.
b. Termination. We may immediately terminate or suspend this Agreement, any rights granted herein, and/or your licenses under this Agreement, in our sole discretion at any time and for any reason, by providing notice to you or revoking access to the Podium API and the Podium Marks. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. You may terminate this Agreement at any time by ceasing your access to and use of the Podium API and Podium Marks.
c. Effect of Termination. Upon termination of this Agreement for any reason all licenses and rights granted to you under this Agreement will also terminate and you must cease using, destroy, and permanently erase from all devices and systems you directly or indirectly control all copies of the Podium API, Podium Marks, and other Podium Confidential Information, as well as any and all Client Data or Customer Data then in your possession or control. You must also immediately cease: (a) your use and access to the Podium API, Podium Marks, and Podium Platform; and (b) your distribution and/or provision your Application. Upon request from Podium or a Client, as applicable, you will also provide written certification of your compliance with this section. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination. Termination will not limit any of Podium's rights or remedies at law or in equity.
13. Non-Exclusivity; Competitive or Similar Products or Materials.
a. Non-Exclusivity. The arrangements under this Agreement are non-exclusive, and nothing in this Agreement is intended, nor should it be construed, to create any form of exclusive relationship between you and Podium. Unless the parties expressly agree otherwise in writing, each party is free to enter into similar arrangements with other parties, provided that doing so will not cause the party to violate any of its obligations under this Agreement.
b. Competitive or Similar Products or Materials. Nothing in this Agreement will be deemed or construed to preclude or otherwise limit Podium’s ability to discuss, develop, or distribute, either on its own or by a third-party subcontractor, any products, services, or other materials that are similar or competitive to your products, services, or materials, including your Application. Notwithstanding the foregoing, Podium may not use your Confidential Information in discussing, developing, or distributing any such products, services, or other materials.
14. General.
a. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. You may not assign this Agreement without the advance written consent of Podium, which will not be unreasonably withheld. Podium may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 14(a) will be null and void.
b. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. You acknowledge that this Agreement only permits use by you and the legal entity or entities you represent and are binding to this Agreement and not any affiliates. Furthermore, your affiliates are not permitted to use the Podium API under this Agreement unless that affiliate agrees to this Agreement individually and receives its own access to the Podium API.
c. Notices. Any notice or communication to Podium under this Agreement must be in writing. You must send any notices under this Agreement (including breach notices) to Podium Headquarters and include "Attn. Legal Department" in the subject line. Podium may send notices to the email address(es) on record for your account or as otherwise provided by you to Podium. Podium may also provide operational notices regarding the Podium API or other business-related notices through conspicuous posting of such notice on Podium’s Website. You hereby consent to receipt of electronic notices and agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Podium is not responsible for any automatic filtering you or your network provider may apply to email notifications.
d. Modifications. Podium may update or modify these Terms from time to time by posting a revised version on the Website or Services or by notification via the email associated with your account. If a change to these Terms materially modifies your rights and obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms, or upon your next subsequent Subscription Term. Immaterial modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, will constitute acceptance of the updated Terms. If you do not agree to the updated Terms, you will no longer have the right to use the API. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waiver must be made in writing and executed by a duly authorized representative of the waiving party.
e. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable, void or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.
f. Subcontractors. Podium may use subcontractors and permit them to exercise the rights granted to Podium fulfilling its obligations or exercising its rights under this Agreement.
g. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
h. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except applicable payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
i. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
j. Injunctive Relief. You understand and agree that the unauthorized use or disclosure of any Podium or Client Data you access or use via the Podium API or Podium Platform may cause irreparable harm to Podium or our Clients. You therefore agree that Podium will have the right to obtain an immediate injunction against any breach or threatened breach of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.
k. Non-Waiver. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
l. Entire Agreement. This Agreement, including any terms, policies, or documents referenced or linked to herein, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Podium API or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. Any terms you provide to Podium are for administrative purposes only, and have no legal effect.
Effective April 21st 2022 to May 17th 2022
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Table of Contents
Podium API Terms of Use
These Podium API Terms of Use (these "Terms") are a binding contract between you ("you" or "your") and Podium Corporation, Inc. ("Podium," "we," or "us"). These Terms includes all applicable Podium policies and guidelines, including but not limited to our Privacy Policy and our Acceptable Use Policy, (together, this "Agreement") and governs your access to and use of the Podium API (as defined below). If you are entering into this Agreement on behalf of a company or other entity, then “you” means that entity, and you are binding that entity to this Agreement.
This Agreement governs your use of and interaction with the Podium API and the Podium Marketplace, both Beta Services (as defined in the Partner Terms). TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AGREE THAT THESE BETA SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND FROM PODIUM. WITH RESPECT TO BETA SERVICES, YOU FURTHER ACKNOWLEDGE AND AGREE THAT BETA SERVICES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH PODIUM WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF THE BETA SERVICES IS AT YOUR SOLE RISK.
BY ACCESSING OR USING THE PODIUM API, OR BY SIGNING OR CLICKING TO ACCEPT THIS AGREEMENT, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE PODIUM API.
PODIUM MAY UPDATE OR MODIFY THE PODIUM API AND THIS AGREEMENT FROM TIME TO TIME BY POSTING THE CHANGES ON THIS SITE OR NOTIFYING YOU VIA EMAIL. THESE CHANGES MAY AFFECT YOUR USE OF THE PODIUM API OR THE WAY YOUR APPLICATION INTERACTS WITH THE PODIUM API. IF PODIUM MAKES A CHANGE THAT’S UNACCEPTABLE TO YOU, YOU SHOULD STOP USING THE PODIUM API.
IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT, THE PODIUM PARTNER TERMS, ANY OTHER PARTNER OR DEVELOPER AGREEMENT, OR THE PODIUM TERMS OF SERVICE (OR, WITH RESPECT TO CLIENTS LOCATED IN AUSTRALIA, THE PODIUM TERMS OF SERVICE (AU)), THE TERMS OF THIS AGREEMENT WILL GOVERN BUT ONLY TO THE EXTENT NECESSARY TO RESOLVE THE CONFLICT.
Definitions.
"API Documentation" means the API documentation described at https://docs.podium.com/docs, as updated from time to time.
"API Credentials" means the secure keys, passwords, tokens, or other credentials Podium makes available to you to allow you to access the API.
"Application" means any application developed by you to interact with the Podium API in compliance with the terms and conditions of this Agreement.
"Client” means a business or entity, including their Authorized Users (as that term is defined in the Podium TOS) that is a user of the Podium Platform and/or Podium Services (as that term is defined in the Podium Terms of Service). If you are a Podium Client using the Podium API on your own behalf, “Client” means you.
“Client Agreement” means the terms or agreement entered into between you and a Client, which govern the Client’s access to and use of your Application and services if you are acting as a Developer Partner on behalf of a Client or end user and not on your own behalf.
“Client Data” means any data, content, or other information, including but not limited to any personal information or sensitive personal information, owned by or relating to a Client or their Customers. Client Data may include Customer Data.
“Customer” means any individual or entity that is a client, customer, or patient of a Client, or that is a potential client, customer, or patient of a Client.
“Customer Data” means data related to the identity, characteristics, and activities of Customers, collected or submitted to or via the Podium Platform by Client or by Customer(s).
“Developer Partner” means a partner who develops an Application or otherwise accesses, connects to, or uses the Podium APIs.
“Developer Portal” means portal, available at https://developer.podium.com/, by which a partner may sign up to become a Developer Partner and access related materials and documentation.
"HIPAA" means the Health Information Technology for Economic and Clinical Health Act of 2009 (the "HITECH Act"), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160 and 162, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160, all as may be amended from time to time.
“Partner Terms” means the Podium Partner Program Terms and Conditions.
"Podium API" means the Podium public application programming interface and any API Documentation or other API materials made available by Podium via Podium.com (https://www.podium.com/) including all of its related applications, dashboards, platforms, or other web locations (individually and collectively, the “Website”) or otherwise in writing. The Podium API is a Beta Service as defined in the Partner Terms.
“Podium Data” means any data, content, or other information owned by or relating to Podium.
"Podium Marks" means Podium's proprietary trademarks, trade names, branding, or logos made available for use in connection with the API pursuant to this Agreement.
"Podium Platform" means Podium's software-as-a-service and Payments platform as described on the Website or other written documentation provided to you by Podium, and all related services, applications, and technology.
“Podium Marketplace” means the mechanism by which Clients can view, access, install, and purchase (as applicable) your Application. The Podium Marketplace is currently a Beta Service (as defined in the Partner Terms.
“Podium TOS” means the Podium Terms of Service or, with respect to Clients located in Australia, the Podium Terms of Service (AU).
“Territory” means the United States, Canada, and Australia.
2. Access to and use of the Podium API Access.
a. Podium API License.
(i) Subject to and conditioned on your compliance with this Agreement, Podium grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the Agreement to access and use the Podium API solely to develop, implement, and provide your Application that will communicate and interoperate with the Podium Platform. You acknowledge that there are no implied licenses granted under this Agreement. We reserve all rights that are not expressly granted. You may not use the Podium API or any Podium Marks for any other purpose without our prior written consent.
b. Access to the Podium API.
(i) Approval and API Credentials. In order to access and use the Podium API, you must receive express approval from Podium and you must obtain API Credentials through the registration process set in Podium’s sole discretion. Podium may deny you access to the Podium API for any reason. You may not share your API Credentials with any third party (other than a subcontractor as expressly authorized in this Agreement), you must keep your API Credentials and all log-in information secure at all times, and you must use the API Credentials as your sole means of accessing the Podium API. Your API access and API Credentials may be revoked at any time by Podium.
(ii) Compliance with Laws. In accessing or using the Podium API, or in developing, implementing, or distributing your Application, you will comply with all terms and conditions of this Agreement and all guidelines, standards, and requirements that may be posted on the Website or which Podium communicates to you in writing from time to time. You will also, at all times, comply with all applicable state, federal, and international laws, rules, and regulations, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, Canada's Anti-Spam Legislation ("CASL"), the California Consumer Privacy Act, the California Privacy Rights Act, and other data privacy laws. To the extent the Podium API is subject to US export control laws, including the Export Control Reform Act and its associated regulations, you will not, directly or indirectly, export, re-export, or release the Podium API to, or make the Podium API accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Podium API available outside the US.
(iii) API Limits. Podium may, in its own discretion, set and enforce limits applicable to your use of the Podium API, which it may communicate to you via the API Documentation or otherwise in writing. You must not attempt to circumvent any such limits. Any use above the standard limits set by Podium must be expressly approved by Podium in writing in advance.
(iv) Use of a Subcontractor. You may not use a subcontractor in developing, implementing, or providing your Application unless such subcontractor has agreed in writing to comply with terms at least as restrictive as the provisions of this Agreement. You are responsible for ensuring that any subcontractor you use in relation to the Podium API complies with the terms of this Agreement, and you will remain fully liable to Podium and Clients for any breach of this Agreement by your subcontractor. You will provide a complete list of your subcontractors upon request by Podium or Client(s), as applicable.
(v) Developer Partners. To the extent you are accessing or using the Podium API as a Developer Partner, and not for your own personal benefit as a Podium Client, you are also subject to and hereby agree to the applicable provisions of the Partner Terms.
c. Podium API Use Restrictions. Except as expressly authorized under this Agreement or otherwise in writing by Podium, you will not:
(i) access or use the Podium API to distribute data, develop content, or develop an Application except for your use or a Client’s use in connection with the Podium Platform;
(ii) copy, modify, or create derivative works of the Podium API, in whole or in part;
(iii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Podium API;
(iv) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Podium API, in whole or in part;
(v) remove any proprietary notices from the Podium API;
(vi) use the Podium API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law or would cause Podium or our Client(s), as applicable, to violate any applicable law;
(vii) combine or integrate the Podium API with any software, technology, services, or materials not authorized by Podium;
(viii) design or permit your Application to disable, override, or otherwise interfere with any Podium-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
(ix) use the Podium API in any of your Application to replicate or attempt to replace the user experience of the Podium Platform;
(x) use the Podium API in any way that would violate Podium’s Terms of Service, if used by a Podium Client, or develop, implement, or distribute any Application that would cause or permit a Client to use the Podium Platform in a manner that would violate Podium’s Master Terms of Service;
(xi) offer or distribute the Application outside the Territory;
(xii) process or transmit any Podium Data or Client Data outside the Territory, or outside any limited scope of the Territory as you have otherwise been authorized by Podium or the Client, as applicable;
(xiii) attempt to cloak or conceal your identity of Your Applications when requesting authorization to use the Podium API; or
(xiv) use the Podium API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email ("spam"), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities or that would otherwise violate Podium’s Acceptable Use Policy.
3. Your Application.
a. Obligation to Monitor. You agree to monitor the use of your Application for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of your Application from further use of your Application. You agree to provide a resource for users of your Application to report abuse of your Application.
b. Responsibility for Users. As between you and us, you are responsible for all acts and omissions of your Client or other end users in connection with your Application and their use of the Podium API, if any. You agree that you are solely responsible for posting any privacy notices and obtaining any consents and authorizations from your Client or other end users required under applicable laws, rules, regulations, and Section 7(a)(ii) of this Agreement for their use of your Application. You are further responsible to provide the terms of use of your Application, which are applicable to your Client or other end users, pursuant to Section 7(a)(i) of this Agreement.
c. Podium Marketplace.
(i) Your Application will not be published or otherwise made available in the Podium Marketplace unless and until you have submitted to Podium all documentation requested by Podium and Podium has reviewed such documentation and provided you written notice that your Application has been approved for addition to the Podium Marketplace. Your Application may be approved or denied for addition to the Podium Marketplace in Podium’s sole discretion. Once approved and listed on the Podium Marketplace you will be subject to the applicable terms of the Podium Marketplace Terms of Service then in effect.
4. No Support; Updates.
This Agreement does not entitle you to any support from Podium for the Podium API. You acknowledge that we may update or modify the Podium API from time to time and at our sole discretion (in each instance, an "Update"), and may require you to obtain and use the most recent version of the Podium API. Updates may adversely affect how your Application communicates with the Podium Platform. You are required to make any changes to the Application that are required for integration as a result of such Update at your sole cost and expense. Your continued use of the Podium API following an Update constitutes binding acceptance of the Update.
5. Podium Rights.
a. Collection and Use of Your Information. We may collect certain information through the Podium API or the Podium Platform about you or any of your employees, contractors, agents, or users. By accessing, using, or providing information to or through the Podium API or the Podium Platform, you consent to all actions taken by us with respect to your information in compliance with this Agreement, the then-current version of our Privacy Policy, and applicable data protection requirements, available at Podium.com. You also agree that Podium may send you emails and text messages, including transactional, operational, and marketing messages, possibly using automated technology, to the email or phone number you provide. Message and/or data rates may apply to such messages, and you may opt out at any time. You will keep your contact information up to date and will notify Podium immediately in the event that your contact information changes.
b. Monitoring; Auditing. You agree that Podium may monitor your use of the Podium API to confirm your compliance with your obligations under this Agreement and to improve the Podium API, the Podium Platform, and the user experience of the Podium API and Podium Platform. You also understand and agree that Podium will have the right to audit your Application, systems, and associated records to confirm your compliance with this Agreement. Upon our request, you will provide reasonable assistance to Podium to allow us to perform these monitoring and auditing functions. You will also ensure that if you use a subcontractor in relation to the Podium API or to develop, implement, or provide your Application, that the subcontractor agrees in writing to this same obligation.
6. Intellectual Property Ownership; Feedback.
a. IP Ownership. You acknowledge that, as between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Podium API, the Podium Platform, and the Podium Marks; and (b) you own all right, title, and interest, including all intellectual property rights, in and to your Applications, except to the extent the Application is built by or for Podium or as otherwise stated in this Agreement or another writing mutually agreed to by and between you and Podium. Additionally, to the extent applicable, as between you and Podium, Podium will own all right, title, and interest in any Client Data that Podium receives as a result of a Client’s use of an Application, subject to the applicable terms between Podium and the Client, including Podium’s Privacy Policy. You will use commercially reasonable efforts to safeguard the Podium API and Podium Marks (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the Podium API and Podium Marks and will fully cooperate with us, in any legal action taken by us to enforce our intellectual property rights.
b. Your Marks. You hereby grant Podium a non-exclusive, royalty free license during the term of the Agreement to use your trademarks, service marks, and trade names for the purposes of advertising, promoting, merchandising, marketing, and otherwise communicating to Clients, Customers, and other third parties regarding your Application and/or services.
c. Podium Marks. Podium hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the Agreement to display the Podium Marks solely in connection with the use of the Podium API and your Application. You may not use the Podium Marks: (a) in any way that is misleading or disparaging; (b) in a way that implies that Podium endorses, sponsors, approves, or is in any way responsible for your Application or the services you provide (unless otherwise expressly authorized by Podium in writing); (c) in violation of any provision of this Agreement or any applicable law; or (d) in a manner that does not comply with any branding guidelines we post on our Website or otherwise notify you of in writing. You must stop using the Podium Marks immediately upon termination or otherwise upon our request. You agree that your use of the Podium Marks in connection with this Agreement will not create any right, title, or interest in or to the Podium Marks in favor of you, and all goodwill associated with the use of the Podium Marks will inure to the benefit of Podium.
d. Feedback. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Podium API, the Podium Platform, or the Podium Marks, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), all such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and on behalf of your employees, contractors, and agents, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
e. Competitive or Similar Materials. In no event will Podium be precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing or developing for third parties, or marketing and distributing, materials which are competitive with an Application or other products or services provided by you, irrespective of their similarity to your current products or products that you may develop.
7. Privacy and Security.
a. Client Agreement and Privacy Policy.
(i) Client Agreement. Before you access or use any Client Data or any Client Account (other than your own if you are a Client using the Podium API on your own behalf), you must, by way of a legally valid Client Agreement, obtain all necessary permissions, authorizations, and consents from each Client or end user, as the case may be, to access and use their Client Account and Client Data via the Podium API, your Application, and services. The Client Agreement for each Client must include provisions that are at least as protective as those contained in this Agreement. The Client Agreement must also include provisions informing the Client that:
(A) Podium will not be responsible for any support or assistance relating to your Application or services (unless Podium has expressly stated otherwise in writing);
(B) You, not Podium, are solely responsible for your Application, your related services, and for any liability or damages that arise out of a Client’s authorized use of the Application; and
(C) The provisions of your Client Agreement govern the scope of your access and use rights with respect to the Client’s Data and Account.
(ii) Privacy Policy. You must maintain, and your Application must display, a legally compliant privacy policy detailing the data and information you’ll collect from any Client or user when they use your Application, and you agree that you will only use such data and information as expressly authorized by the Client in each case.
(iii) Protected Health Information. To the extent you or your Application or services will access or use any Client Protected Health Information (“PHI”) as that term is defined under HIPAA, you represent and warrant that you will execute a legally valid Business Associate Agreement (“BAA”) with each applicable Client prior to using or accessing their PHI via the Podium API and your Application. You will only use such data as authorized under the BAA and HIPAA and will remain fully liable for any violations with respect to PHI.
b. Security. You will implement and maintain a security program designed to prevent the unauthorized access, use, or disclosure of any of the data you access or use via the Podium API and in developing, implementing, and distributing your Application and related services. Your security program must include appropriate administrative, physical, and technical safeguards that meet or exceed industry standards, according to the nature and scope of the data you use or access via the Podium API, and which is. You will also ensure that any subcontractor you use in relation to the Podium API also agrees to comply with this provision. You also represent and warrant that any Applications you develop or distribute using the Podium API or Podium Marketplace will not contain any security vulnerabilities. If you are using the Podium API for security testing purposes, you also agree that you will adhere to Podium’s testing policy outlined in our Vulnerability Disclosure Policy.
(i) Data Breach and Notification. In the event of any actual or suspected unauthorized access, use, disclosure, loss, or processing of Podium Data or Client Data (“Data Breach”) you will notify Podium in writing immediately (but no later than twenty-four (24) hours) upon discovering the Data Breach. Upon becoming aware of any Data Breach, you will, at your own expense, work to immediately mitigate the effects of the Data Breach, correct any flaws or deficiencies that contributed to the Data Breach, and cooperate fully with Podium, including providing any and all information Podium requests relating to the Data Breach. You will also, at your own expense, provide all notifications to Clients, end users, and any other parties affected by the Data Breach as required by law and your contractual obligations to the affected parties.
(ii) Deletion. Except as necessary to comply with your obligations under applicable law, you must immediately delete all Client Data: (a) upon request from the Client; and (b) upon termination of this Agreement or revocation of your access to the Podium API.
8. Confidentiality
a. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, or subcontractors having a legitimate need to know (which, for Podium, includes the subcontractors referenced in Section 14(f), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 8 and these recipients are bound to confidentiality obligations no less protective than this Section.
b. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.
c. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
9. Disclaimer of Warranties.
THE PODIUM API, THE PODIUM PLATFORM, AND PODIUM MARKS ARE PROVIDED "AS IS" AND PODIUM SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PODIUM SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PODIUM MAKES NO WARRANTY OF ANY KIND THAT THE PODIUM API, THE PODIUM PLATFORM, OR PODIUM MARKS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
10. Indemnification.
You agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, agents, successors, and assigns (together, the “Podium Entities”) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to: (a) your access to and use or misuse of the Podium API, Podium Platform, or Podium Trademarks; (b) your breach of this Agreement; (c) your Application, including any Client’s or other end user's use thereof; (d) any third party claim that your product or services, including any Application infringe the intellectual property or other rights of a third party; (e) a violation of applicable laws, rules, or regulations; (f) a Data Breach; and (g) any gross negligence or willful misconduct. In the event we seek indemnification or defense from you under this provision, we will promptly notify you in writing of the claim(s) brought against us for which we seek indemnification or defense. We reserve the right, at our option and in our sole discretion, to assume full control of the defense of claims with legal counsel of our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent. In the event we assume control of the defense of such claim, we will not settle any such claim requiring payment from you without your prior written approval.
11. Limitations of Liability.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL PODIUM ENTITIES BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE PODIUM API; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIVE HUNDRED DOLLARS EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR PODIUM WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN TWELVE MONTHS AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
12. Term and Termination.
a. Term. The term of this Agreement will begin when you access the Podium API or when you otherwise sign or click to accept this Agreement and will continue in effect until terminated as set forth in this Section.
b. Termination. We may immediately terminate or suspend this Agreement, any rights granted herein, and/or your licenses under this Agreement, in our sole discretion at any time and for any reason, by providing notice to you or revoking access to the Podium API and the Podium Marks. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. You may terminate this Agreement at any time by ceasing your access to and use of the Podium API and Podium Marks.
c. Effect of Termination. Upon termination of this Agreement for any reason all licenses and rights granted to you under this Agreement will also terminate and you must cease using, destroy, and permanently erase from all devices and systems you directly or indirectly control all copies of the Podium API, Podium Marks, and other Podium Confidential Information, as well as any and all Client Data or Customer Data then in your possession or control. You must also immediately cease: (a) your use and access to the Podium API, Podium Marks, and Podium Platform; and (b) your distribution and/or provision your Application. Upon request from Podium or a Client, as applicable, you will also provide written certification of your compliance with this section. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination. Termination will not limit any of Podium's rights or remedies at law or in equity.
13. Non-Exclusivity; Competitive or Similar Products or Materials.
a. Non-Exclusivity. The arrangements under this Agreement are non-exclusive, and nothing in this Agreement is intended, nor should it be construed, to create any form of exclusive relationship between you and Podium. Unless the parties expressly agree otherwise in writing, each party is free to enter into similar arrangements with other parties, provided that doing so will not cause the party to violate any of its obligations under this Agreement.
b. Competitive or Similar Products or Materials. Nothing in this Agreement will be deemed or construed to preclude or otherwise limit Podium’s ability to discuss, develop, or distribute, either on its own or by a third-party subcontractor, any products, services, or other materials that are similar or competitive to your products, services, or materials, including your Application. Notwithstanding the foregoing, Podium may not use your Confidential Information in discussing, developing, or distributing any such products, services, or other materials.
14. General.
a. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. You may not assign this Agreement without the advance written consent of Podium, which will not be unreasonably withheld. Podium may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 14(a) will be null and void.
b. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. You acknowledge that this Agreement only permits use by you and the legal entity or entities you represent and are binding to this Agreement and not any affiliates. Furthermore, your affiliates are not permitted to use the Podium API under this Agreement unless that affiliate agrees to this Agreement individually and receives its own access to the Podium API.
c. Notices. Any notice or communication to Podium under this Agreement must be in writing. You must send any notices under this Agreement (including breach notices) to Podium Headquarters and include "Attn. Legal Department" in the subject line. Podium may send notices to the email address(es) on record for your account or as otherwise provided by you to Podium. Podium may also provide operational notices regarding the Podium API or other business-related notices through conspicuous posting of such notice on Podium’s Website. You hereby consent to receipt of electronic notices and agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Podium is not responsible for any automatic filtering you or your network provider may apply to email notifications.
d. Modifications. Podium may update or modify these Terms from time to time by posting a revised version on the Website or Services or by notification via the email associated with your account. If a change to these Terms materially modifies your rights and obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms, or upon your next subsequent Subscription Term. Immaterial modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, will constitute acceptance of the updated Terms. If you do not agree to the updated Terms, you will no longer have the right to use the API. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waiver must be made in writing and executed by a duly authorized representative of the waiving party.
e. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable, void or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.
f. Subcontractors. Podium may use subcontractors and permit them to exercise the rights granted to Podium fulfilling its obligations or exercising its rights under this Agreement.
g. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
h. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except applicable payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
i. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
j. Injunctive Relief. You understand and agree that the unauthorized use or disclosure of any Podium or Client Data you access or use via the Podium API or Podium Platform may cause irreparable harm to Podium or our Clients. You therefore agree that Podium will have the right to obtain an immediate injunction against any breach or threatened breach of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.
k. Non-Waiver. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
l. Entire Agreement. This Agreement, including any terms, policies, or documents referenced or linked to herein, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Podium API or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. Any terms you provide to Podium are for administrative purposes only, and have no legal effect.
Partner Terms of Service
Version
Effective June 2nd 2026
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Table of Contents
Podium Partner Program Terms
This is an agreement between you (“Partner” or “you”) and Podium Corporation, Inc. (“Podium,” “we,” or “us”). By clicking to accept these terms, by enrolling in the Podium Partner Program (as defined herein), by marketing or offering Podium Product(s) or Service(s) to Leads or End User(s) (as defined below) under these terms, or by signing or clicking to accept any agreement referencing these Terms, you agree to all the applicable terms and conditions of these Podium Partner Terms (“Terms” or “Agreement”).
By accepting this Agreement you represent and warrant that you have the legal power and authority to enter into this Agreement. If Partner is an entity, you represent and warrant that this Agreement is entered into by an employee or agent with all necessary authority to bind that entity to this Agreement.
We may periodically update these Terms. We might also choose to replace these Terms in their entirety if, for example, the Podium Partner Program ends or becomes part of another program. If we update or replace the Terms we will notify you in accordance with Section 15.7 below. If you don’t agree to any material update or replacement, you may choose to terminate as we describe below.
This Agreement addresses different types of partner activities. Part A applies to all partner types. Part B applies to Reseller Partners and Part C applies to Referral Partners, each as defined below. If you do not participate in partner activities described in Parts B or C, then these Parts of the Agreement do not apply to you.
If you have entered into another agreement with Podium concerning your role as a Podium partner, the terms of that agreement control in the event of any conflict with these Terms.
PART A – TERMS APPLICABLE TO ALL PARTNERS
1. Definitions
1.1. "Content" means text, images, or other content that the Partner or End User selects or submits for use or incorporation with the Service.
1.2. "End User" means any person or entity that is a client or customer (or a potential client or customer) of Podium (“Client”) ,or is a Reseller Lead, or Referral Lead of Partner, and that purchases, accesses, or uses a Podium Service for its own use, but not for resale or further distribution.
1.3. "End User Subscription" means the agreed upon duration of an End User’s contract term for Podium Services, as specified in the applicable Podium Partner Agreement and/or End User Subscription Agreement. If no specific End User contract term requirements are specified in Partner’s Podium Partner Agreement and/or the applicable End User Subscription Agreement, the End User Subscription will mean 12 months.
1.4. "End User Subscription Agreement" means a quote, services or purchase agreement, order form, statement of work, online registration form, or other similar documentation, which details the Podium Services purchased by an End User and by which an End User agrees to a Subscription for Podium Services.
1.5. "End User Transaction" means the execution of an End User Subscription Agreement, whereby an End User contracts with Partner, or with Podium directly, for Podium Services.
1.6. “Ineligible Services” means Podium AI, Podium Phones, any other Podium products or services developed after the date of this Agreement (“Future Services”), any Free Access Subscription or Beta Releases, or any non-subscription-based Podium Services, including but not limited to Payments, hardware services, consulting services or professional services. For clarity, Podium does not provide discounts or pay any fees, commissions, rebates, revenue shares, or any other incentives related to Ineligible Services.
1.7. “Lead" means a Reseller Lead or a Referral Lead, as applicable.
1.8. "Partner.io Terms" means the terms that a Partner clicks to accept or otherwise agrees to through the Podium Partner.io platform.
1.9. "Podium AI" means any of Podium’s artificial intelligence products or tools.
1.10. "Podium Partner Agreement" or “PPA" means a signed or otherwise executed or accepted agreement, including all attachments and/or exhibits, between Podium and Partner, referencing these Terms, authorizing Partner to participate in the Podium Partner Program, and detailing the specific terms applicable to Partner’s participation in the Podium Partner Program, including enrollment through the Partner.io platform or any successor platform, where Partner clicks to accept or otherwise agrees to the applicable Partner.io Terms.
1.11. "Podium Product(s)" means the Podium Service(s) specified on Partner’s PPA, which Partner is authorized to sell, market, or promote, as applicable, but in no event will any “Podium Product” include any source code or object code. Provided however, Podium AI, Podium Phones, and/or any other Podium products developed after the date of the PPA shall not be automatically subject to any discounts, Partner fees, commissions, rebates, revenue shares, or any other Partner incentives.
1.12. "Partner Portal" means the website or platform Podium assigns Partner access to in order for Partner to register a Lead, track the progress of Lead submissions, and monitor Referral or Reseller Payments, as applicable, including the Partner.io platform or any successor platform designated by Podium.
1.13. "Podium Service(s)" means, as more fully defined in Section 2.1 below, the specific proprietary product of Podium provided to Partner and/or End User for End User’s use during an End User Subscription. “Podium Services” does not include any Third-Party Product.
1.14. "Referral Lead" means a person, business, or entity submitted to Podium by a Podium Referral Partner in accordance with this Agreement for the purposes of entering into an End User Transaction for Podium Services and that is not otherwise a current Podium Client or has canceled a Podium Services subscription within the last 60 days.
1.15. "Referral Partner" means any entity, individual, or otherwise participating in the Podium Partner Program as a referral partner who is authorized to market to, solicit, and refer potential End Users to the Podium Products (as further described below).
1.16. “Reseller Lead” means a person, business, or entity submitted by a Podium Reseller Partner to Podium in accordance with the Terms of this Agreement for the purposes of entering into an End User Transaction.
1.17. "Reseller Partner" means any entity, individual, or otherwise participating in the Podium Partner Program as a reseller partner who is authorized under a Podium Partner Agreement to distribute, sell, and/or service the Podium Products and to contract with and bill End Users directly for purchased Podium Products (as further described below).
1.18. "Support Services" means any support and maintenance services related to the Podium Products.
1.19. "Territory" means the specific territory listed on Partner’s PPA. If no territory is listed on Partner’s PPA, “Territory” means the United States, Canada, and Australia.
1.20. "Third-Party Product" means any add-on, applications, integrations, software, code, online services, systems, and other products not developed by Podium.
Other terms are defined in other Sections of this Agreement
2. PODIUM TECHNOLOGY
2.1. Podium Services. Podium provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “Phones,” and “Campaigns”), payment processing and related services (“Payments”), Podium AI, certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time, including as more fully set forth at https://www.podium.com/pricing/ (together, the “Podium Services”). “Podium Services” also includes Podium.com (https://www.podium.com/), including all of its related applications, dashboards, or platforms (individually and collectively, the "Website") and any and all related or underlying documentation, technology, code, know-how, logos, and templates (including in any reports or output obtained from the Podium Services) related to the Podium Services, anything delivered as part of support or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Feedback. To the extent that Partner will have direct access to the Podium Services for reporting purposes or otherwise, Partner will be subject to, and must agree to, the applicable provisions of the Podium Master Terms of Service, currently available at https://legal.podium.com/#termsofservice-us, as amended from time to time ("Podium Master Terms of Service").
2.2. Modifications of the Services/Products. Podium may modify the Podium Product(s) set forth in the applicable PPA to include or remove any Podium Services, provided that Podium notifies Partner in writing at least thirty (30) days before any material change.
2.3. Beta Releases. From time to time, Podium may, in its sole discretion, invite Partner to use, resell, or offer for referral potential new services or features that are in development and not yet available to all partners or Podium Clients (“Beta Services,” as more fully defined in Podium’s Master Terms of Service). Beta Services may be subject to additional terms and conditions, which Podium will provide to Partner prior to Partner's Use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information of Podium and subject to the confidentiality provisions of this Agreement. Podium makes no guarantees or promises with respect to the continued availability of any Beta Services or that future versions of a Beta Services will be released or will be available under the same commercial or other terms. Notwithstanding anything herein to the contrary, Podium may discontinue the Beta Services at any time for any reason or no reason in Podium’s sole discretion, without liability.
3. PODIUM PARTNER PROGRAM
3.1. Overview. Subject to these Terms and any applicable PPA, Podium will provide Partner the opportunity to market, promote, sell, and/or refer Leads to purchase, access, or use certain Podium Products, and, as applicable, onboard and support End User usage of those Podium Products, through the partner program as set forth herein (the “Podium Partner Program”). If expressly authorized by an applicable PPA, Partner may participate in multiple partner activities, as described herein. If Partner is authorized and participates in multiple partner activities, Partner will be subject to all terms of this Agreement applicable to those activities.
3.2. Partner Obligations.
(a) Eligibility. To be eligible to participate as a Partner in the Podium Partner Program, you must agree to and comply with all applicable terms and conditions of this Agreement, including any applicable PPA, for the duration of the Term. Podium may terminate this Agreement and/or discontinue partner payments to you in accordance with the Terms, including if you fail to meet any of the applicable Eligibility Criteria (as more fully defined below) at any time.
(b) Compliance with Applicable Laws. Partner will, and will ensure that any third parties performing sales, marketing, or referral activities on its behalf, comply with all applicable foreign and domestic laws (including without limitation export laws, privacy regulations, and laws applicable to sending of unsolicited communication), governmental regulations, ordinances, and judicial administrative orders. Partner will not engage in any deceptive, misleading, illegal, or unethical activities, or activities that otherwise may be detrimental to Podium, Podium’s Clients, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Podium Products. Partner will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. Partner will not directly or indirectly export, re-export, or transfer the Podium Products to prohibited countries or individuals or permit use of the Podium Products by prohibited countries or individuals.
(c) Partner Rights and Permissions. Partner represents and warrants that: (i) Partner has all sufficient rights and permissions to provide the Lead or End User data to Podium for our use in sales and marketing efforts or as otherwise set forth in the PPA and these Terms; (ii) Partner’s participation in the Podium Partner Program will not conflict with any of its existing agreements or arrangements; and (iii) Partner owns or has sufficient rights to use and to grant to Podium our right to use Partner logos and trademarks as set forth herein.
(d) Sales and Marketing Practices. In selling, marketing, and/or promoting the Podium Products and otherwise performing under this Agreement, Partner will (i) not make any representations, warranties, or guarantees concerning the Podium Products that are inconsistent with or in addition to those made by Podium in this Agreement; or (ii) not advertise the Podium Product(s) at retail prices less than those set forth in the applicable PPA or as otherwise communicated to you in writing by your assigned Partner Manager.
(e) Cost of Marketing Activities. Unless otherwise set forth in the applicable PPA, Partner will bear all costs and expenses related to Partner’s marketing or promotion of Podium or the Podium Products under this Agreement.
(f) Duty to inform. Partner will promptly notify Podium of any information known to Partner that could reasonably lead to a claim, demand, or liability of or against Podium by any third party.
(g) Partner Manager. Each party will designate a single point of contact (“Partner Manager”) within its organization to manage the relationship established by this Agreement. Podium may change its Partner Manager at any time, and Partner may change its Partner Manager by providing written notice to Podium. The Partner Managers will meet as necessary to discuss the business relationship and manage the activities contemplated by this Agreement. Disputes, if any, that cannot be resolved by the Partner Managers will be escalated to more senior personnel for resolution.
4. PRICING, PAYMENTS, AND REPORTING
4.1 Pricing and Payments. Each party will make applicable payments of fees, commissions, rebates, revenue shares, and any other applicable payments under this Agreement according to the Terms, any applicable PPA, and any applicable Partner.io Terms and Referral Bonus Sheet (as defined in the Partner.io Terms). Unless agreed to in writing by Podium and the Partner, Podium does not provide discounts or pay any fees, commissions, rebates, revenue shares, or any other incentives related to Podium AI, Podium Phones, and/or any other Podium products developed after the date of the PPA or Partner’s enrollment through Partner.io.
4.3. Taxes. Other than net income taxes imposed on Podium, Partner will bear responsibility for all applicable taxes, duties, and other governmental charges (collectively, “taxes”) resulting from Partner’s activities under this Agreement. Partner will pay any additional taxes as are necessary to ensure that the net amounts received by Podium after all such taxes are paid are equal to the amounts that Podium would have been entitled to in accordance with this Agreement as if the taxes did not apply.
4.4. Records. During the Term of this Agreement and for three years after, Partner will maintain at its primary place of business full, true, and accurate books of account (kept in accordance with generally accepted accounting principles) and records concerning all transactions and activities under this Agreement. Such books and records will include and record, without limitation, all data that Partner is required to provide with respect to Podium Product purchases (including End User contact information) executed by Partner and any applicable Referral Leads.
4.5. Audit of Records. Podium, or its authorized agent, will have the right to examine and audit the books and records set forth in Section 4.3 at its own expense and upon reasonable prior notice during normal business hours. In the event of any dispute as to the sufficiency or accuracy of such records, Podium may have an independent auditor examine and certify such records at Podium’s expense, provided that Partner will be required to pay for such expenses if it is determined that Podium was underpaid amounts due to it, or that Partner was overpaid by Podium, by more than 5% for any annual period. Partner will make prompt adjustment to compensate for any errors or omissions disclosed by any such examination and certification of Partner’s records.
5. TERM AND TERMINATION
5.1. Term. Unless otherwise set forth in your PPA, this Agreement will commence upon the effective date of the applicable PPA and continue for 12 months (the “Initial Term”). This Agreement will automatically, and without further action by the parties hereto, renew for additional terms of 12 months (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either party hereto provides written notice of non-renewal to the other party no later than thirty (30) days prior to the end of the then-current Term, or this Agreement is terminated as otherwise set forth herein.
5.2. Termination without Cause. Unless otherwise specified in any applicable PPA, Podium may terminate this Agreement without cause by giving you 30 days prior written notice. No refunds will be given for termination pursuant to this section.
5.3. Termination for Cause. If either party fails to perform any of its material obligations under this Agreement, the other party may terminate this Agreement by giving 30 days prior written notice if the matters set forth in such notice are not cured to the other party’s reasonable satisfaction within the 30-day period. Additionally, Partner may terminate this Agreement upon 30 days prior written notice, in the event Podium makes material changes to these Terms to which Partner does not agree.
5.4. No Liability for Termination. Except as expressly required by law, if either party terminates this Agreement in accordance with any of the provisions of this Agreement, neither party will be liable to the other because of such termination for compensation, reimbursement, or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases, or commitments in connection with the business or goodwill of Podium or Partner. Termination will not, however, relieve either party of obligations incurred prior to the effective date of the termination.
5.5. Effects of Termination. If this Agreement is terminated for any reason: (a) Partner will pay to Podium any fees, reimbursable expenses, compensation, and other amounts that have accrued prior to the effective date of the termination; (b) any and all liabilities accrued prior to the effective date of the termination will survive; (c) Partner will immediately cease use of and cease providing access to the Podium Products; and (d) Partner will immediately cease to use all Podium Trademarks, and any listing by Partner of Podium’s name in any website, directory, public record, or elsewhere, must be removed by Partner as soon as possible. If Podium terminates this Agreement under Section 5, Podium’s payment obligations under this Agreement will immediately cease. The following provisions will survive any expiration or termination of this Agreement: Sections 4, 5, 8, 9, 10, 11, 13, 14, and 15. End User Subscription Agreements executed directly between the End User and Podium will survive in accordance with their terms.
6. PODIUM NAME AND TRADEMARK USAGE
6.1. Use of Company Names. Podium may identify Partner in Podium advertising and marketing materials as a Podium partner. Partner may identify Podium as the supplier of the Podium Products in Partner’s advertising and marketing materials if such materials are approved in writing in advance by Podium, which approval will not be unreasonably withheld.
6.2. Use of Podium Trademarks. Subject to the provisions of this Section 6, during the Term, Partner will have the right to advertise the Podium Products with Podium trademarks, trade names, service marks, and logos of Podium (“Podium Trademarks”), subject to Podium’s prior inspection and written approval of all materials bearing Podium Trademarks. All representations of Podium Trademarks that Partner intends to use will first be submitted to Podium for approval (which will not be unreasonably withheld) of design, color, and other details, or will be exact copies of those used by Podium. Partner will fully comply with all guidelines, if any, communicated by Podium concerning the use of Podium Trademarks. Partner will not alter or remove any Podium Trademarks contained on or within the Podium Products. Additionally, Partner will not: (a) use the Podium Trademarks or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media, or domain name (including without limitation top-level domains, sub-domains and page URLs), products, or services (including without limitation, in the name or design of any Application or Theme), unless granted express written permission by Podium in advance of each use; or (b) purchase or register search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, or domain names that use the Podium Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Podium Trademarks.
6.3. Rights in Podium Trademarks. Except as set forth in this Section 6, nothing contained in this Agreement will grant or will be deemed to grant to Partner any right, title, or interest in or to Podium Trademarks. All uses of Podium Trademarks and related goodwill will inure solely to Podium. Partner will obtain no rights or goodwill with respect to any Podium Trademarks, other than as expressly set forth in this Agreement, and Partner irrevocably assigns to Podium all such right, title, interest, and goodwill, if any, in any Podium Trademarks. At no time during or after the Term of this Agreement will Partner challenge or assist others to challenge any Podium Trademarks (except to the extent expressly required by applicable law) or the registration thereof or attempt to register any Podium Trademarks or marks or trade names that are confusingly similar to those of Podium.
7. PROPRIETARY RIGHTS AND NOTICES
7.1. Proprietary Rights. Podium will own all right, title, and interest in and to the Podium Services. Partner will not act to jeopardize, limit, or interfere in any manner with Podium’s ownership of and rights with respect to the Podium Services. Partner will have only those rights in or to the Podium Services or Podium Products expressly granted to it pursuant to this Agreement.
7.2. Proprietary Rights Notices. Partner and its employees and agents will not remove or alter any trademark, trade name, copyright, patent, patent pending, or other proprietary notices, legends, symbols, or labels appearing on the Podium Services or related documentation delivered by Podium.
8. DATA & OWNERSHIP
8.1. Data Ownership. The parties agree that each party will retain all right, title, and interest worldwide in its inventions and all applicable intellectual property rights, as of the effective date of this Agreement or the applicable PPA, or discovered, conceived, or reduced to practice by such party during the Term. The parties further agree that data transmitted under this Agreement (including, but not limited to, reports, structured data, and visual representations of data), together with all intellectual property rights in such data (“Data”), will be owned as follows: (a) Data transferred by Partner to Podium (excluding any Data provided to Podium to which Partner would not otherwise have any ownership rights) will be owned by Partner; (b) Data on or stored in Podium’s Products, Services, and platform will be owned by Podium (excluding any Data provided by Partner to which Podium would not otherwise have any ownership rights).
8.2. Monitoring. Partner understands and agrees that Podium, and any third-party platform(s) Partner or its End User(s) use or access in connection with the Podium Service(s), may monitor and analyze Content submitted by Partner or End User (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Podium Products, Podium Services or third-party platform; to improve Partner’s or End User’s experience using the Podium Products, Podium Services, or third-party platform; to customize and communicate informational or product offerings and promotions to Partner or End User; and/or to make the Podium Products, Podium Services, or third-party platform more helpful or useful to Partner, End User(s) and other users.
8.3. Feedback. If Partner elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, "Feedback"), Partner hereby grants Podium a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any such Feedback in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
9. LIMITED WARRANTY AND DISCLAIMER
9.1. Limited Warranty. Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement; and (c) the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
9.2. WARRANTY DISCLAIMER.
(a) EXCEPT FOR THE EXPRESS WARRANTY PROVIDED IN SECTION 9.1, ALL PODIUM SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM SERVICES WILL MEET PARTNER’S OR END USER’S REQUIREMENTS OR EXPECTATIONS, THAT PARTNER OR END USER DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM SERVICES WILL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY END USER PROPERTIES, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF END USER DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY END USER BASED UPON PODIUM SERVICES OR PODIUM’S RELATED TECHNOLOGY (INCLUDING CHANGES TO END USER PROPERTIES). THE DISCLAIMERS IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. PARTNER OR END USER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
(b) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE PODIUM SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE PODIUM SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE PODIUM SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS PARTNERS OR CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS PARTNERS OR CLIENT(S) WILL NOT CONSTITUTE LEGAL ADVICE. USE OF THE PODIUM SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
10. PODIUM INDEMNIFICATION
10.1. Infringement Indemnification. Podium will indemnify Partner against any third-party claims and related out-of-pocket costs, damages, liabilities, and out-of-pocket expenses arising from or pertaining to a claim that the Podium Services infringe upon any intellectual property rights of any third party if: (a) Partner gives Podium prompt written notice of the claim; (b) Podium has full and complete control over the defense and settlement of the claim; (c) Partner provides assistance in connection with the defense and settlement of the claim as Podium may reasonably request; and (d) Partner complies with any settlement or court order made in connection with the claim (e.g., relating to the future use of any infringing materials).
10.2. Mitigation of Infringement Action. If permitted use of the Podium Products or Podium Services is, or in Podium’s reasonable opinion is likely to become, enjoined or materially diminished as a result of a proceeding arising under Section 10.1, then Podium will either: (a) procure the continuing right to use of the Podium Products or Podium Services; (b) replace or modify the Podium Products or Podium Services in a functionally equivalent manner so that it no longer infringes; or if, despite its commercially reasonable efforts, Podium is unable to do either (a) or (b), Podium will (c) terminate the licenses with respect to the Podium Products or Podium Services subject to the infringement claim and refund to Partner all unused fees pre-paid by Partner (if any).
10.3. Exceptions. Podium will have no obligation under this Section 10 for any alleged infringement or misappropriation to the extent that it arises out of or is based upon: (a) use of the Podium Products or Podium Services in combination with other products if such alleged infringement or misappropriation would not have arisen but for such combination; (b) Podium Products or Podium Services that are provided to comply with designs, requirements, or specifications required by or provided by Partner, if the alleged infringement or misappropriation would not have arisen but for the compliance with such designs, requirements, or specifications; (c) use of Podium Products or Podium Services for purposes not intended; (d) failure to use Podium Products or Podium Services in accordance with instructions provided by Podium, if the alleged infringement or misappropriation would not have occurred but for such failure; or (e) any modification of the Podium Products or Podium Services not made or authorized in writing by Podium where such alleged infringement or misappropriation would not have occurred absent such modification. Partner is responsible for any costs or damages that result from these actions.
10.4. Exclusive Remedy. This Section 10 states Podium’s sole and exclusive liability, and Partner’s sole and exclusive remedy, for the actual or alleged infringement or misappropriation of any third-party intellectual property right by the Podium Products or Podium Services.
11. PARTNER INDEMNIFICATION
11.1. Partner will indemnify and hold Podium harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) any breach or alleged breach of Partner’s obligations under this Agreement, including but not limited to Podium’s use, as contemplated in this Agreement, of any Partner or End User information provided to Podium by Partner; (b) Partner’s negligence or willful misconduct; and (c) any claim of a governmental entity or other party that Partner has violated any law, rule, or regulation. Partner also agrees to defend Podium against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing, and the parties will reasonably cooperate on any defense. Partner must not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12. INSURANCE
12.1. Required Coverage. During the Term of this Agreement, Partner, at its sole cost and expense, will carry and maintain insurance with a reputable company or companies insuring Partner, its agents, employees, and associates from general liability, specifically covering personal and bodily injury and property damage. Partner must obtain insurance with limits reasonable for a company such as Partner.
12.2. Proof of Insurance. Upon written request, Partner will provide Podium with a Certificate of Insurance stating that the foregoing insurance policies are in full force and effect. Partner will require each insurer to give Partner 30 days’ written notice before the policy or policies are canceled or materially altered.
13. CONFIDENTIAL INFORMATION
13.1. Definition. “Confidential Information” means any trade secrets or other information of a party, whether of a technical, business, or other nature (including, without limitation, information relating to a party’s technology, software, products, services, designs, methodologies, business plans, finances, marketing plans, customers, prospects, or other affairs), that is disclosed to a party during the Term of this Agreement and that such party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party. Confidential Information does not include any information that: (a) was known to the receiving party prior to receiving the same from the disclosing party in connection with this Agreement; (b) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party; (c) is acquired by the receiving party from another source without restriction as to use or disclosure; or (d) is or becomes part of the public domain through no fault or action of the receiving party.
13.2. Restricted Use and Nondisclosure. During and after the Term of this Agreement, each party will: (a) use the other party’s Confidential Information solely for the purpose for which it is provided; (b) not disclose the other party’s Confidential Information to a third party unless the third party must access the Confidential Information to perform in accordance with this Agreement, and the third party has executed a written agreement that contains terms that are substantially similar to the terms contained in this Section 13; and (c) maintain the secrecy of, and protect from unauthorized use and disclosure, the other party’s Confidential Information to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature.
13.3. Required Disclosure. If either party is required by law to disclose the Confidential Information or the Terms, the disclosing party must give prompt written notice of such requirement before such disclosure, to the extent permitted by law, and assist the non-disclosing party in obtaining an order protecting the Confidential Information from public disclosure.
13.4. Return of Materials. Upon the termination or expiration of this Agreement, or upon earlier request, each party will deliver to the other or destroy all Confidential Information that it may have in its possession or control. Notwithstanding the foregoing, neither party will be required to return materials that it must retain in order to receive the benefits of this Agreement or properly perform in accordance with this Agreement.
14. LIMITATION OF LIABILITY
14.1. IN NO EVENT WILL PODIUM, ITS SHAREHOLDERS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL PODIUM’S TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT AND USE OF THE PODIUM SERVICES AND PODIUM PRODUCTS (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED IN AGGREGATE THE TOTAL AMOUNT PAID OR PAYABLE BY PARTNER TO PODIUM IN RELATION TO THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE PARTIES AGREE THAT THIS SECTION WILL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE PODIUM PARTNER PROGRAM CAN BE MADE AVAILABLE ONLY BECAUSE OF PODIUM’S RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. SOME STATES LIMIT THE APPLICABILITY OF SUCH LIMITATIONS AND DISCLAIMERS. IN THOSE STATES, THE LIMITATIONS AND DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT ALLOWED BY LAW.
15. GENERAL
15.1. Independent Contractors. Although the term “partner” is used throughout the Agreement, the relationship of the parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement should be construed to give either party the power to: (a) act as an agent; or (b) direct or control the day-to-day activities of the other. Financial and other obligations associated with each party’s business are the sole responsibility of that party.
15.2. Non-Exclusivity. Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the parties to this Agreement. This Agreement will not restrict either party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations. Additionally, Podium is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with Partner’s products or services, regardless of their similarity to Partner’s products or services, provided that Podium does violate its confidentiality obligations to do so.
15.3. Direct Sales by Podium. Podium reserves the unrestricted right to market, distribute, sell, and upsell the Podium Products and Podium Services worldwide, including without limitation through original equipment manufacturers, value added resellers, and other third-party intermediaries, and directly to End Users.
15.4. Assignability. Partner may not assign its rights, duties, or obligations under this Agreement without Podium’s prior written consent, except in connection with a merger, acquisition, or sale or exclusive license of all or substantially all of Partner’s assets to a party that could not reasonably be deemed a competitor of Podium. If consent is given, this Agreement will bind Partner’s successors and assigns. Any attempt by Partner to transfer its rights, duties, or obligations under this Agreement except as expressly provided in this Agreement is void.
15.5. Non--Solicitation; Noncompetition. During the Term of this Agreement and for a period of one year thereafter, Partner will not, directly or indirectly, employ or solicit the employment or services of an employee of Podium. The following restriction applies only to Reseller Partners and to Referral Partners that have entered into a PPA (other than through Partner.io enrollment): during the Term and for a period of one year thereafter, a Partner subject to this Section 15.5(b) will not, directly or indirectly, develop or offer for sale, or license, to any End User or other third party any tools or services that directly compete with or are substantially similar to any Podium Services without the prior express written consent of Podium.
15.6. Notices. Any notice or communication to Podium under this Agreement must be in writing. Partner must send any notices under this Agreement (including breach notices) to Podium Headquarters and include "Attn. Legal Department" in the subject line or, if by email, to legal@podium.com. Podium may send notices to the email addresses listed on Partner’s PPA or Partner Portal account, or, at Podium’s option, to Partner’s last-known postal address.
15.7. Amendments; Waivers. Podium may update or modify these Terms (including referenced policies and other documents) from time to time by posting a revised version on the Website, Podium Service, or Partner Portal, or by notification via the email associated with your Podium Partner account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue your activity as a partner. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Renewal Term. Your continued activity as a Partner, following notice of any material update, will also constitute acceptance of the updated Terms. Immaterial modifications will become effective upon posting or notification. If you do not agree to the updated Terms, you will no longer have the right to continue as a Podium Partner. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
15.8. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except Partner’s payment obligations to Podium) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order. Each party will use reasonable efforts to mitigate the effect of any force majeure event.
15.9. Governing Law. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
15.10. Severability; Binding Effect. If any provision of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of the terms will not be impaired. The Agreement will be binding on and inure to the benefit of the parties and their heirs, personal representatives, successors, and permitted assigns.
15.11. Interpretation. The parties have had an equal opportunity to review this Agreement and the attached exhibits, if any. No ambiguity will be construed against any party based upon a claim that that party drafted the ambiguous language. The headings appearing at the beginning of several sections contained in this Agreement have been inserted for identification and reference purposes only and must not be used to construe or interpret this Agreement. Whenever required by context, a singular number will include the plural, the plural number will include the singular, and the gender of any pronoun will include all genders.
15.12. Counterparts. This Agreement may be executed in any number of identical counterparts, notwithstanding that the parties have not signed the same counterpart, with the same effect as if the parties had signed the same document. All counterparts will be construed as and constitute the same agreement. This Agreement may also be executed and delivered by facsimile or other electronic transmission and such execution and delivery will have the same force and effect of an original document with original signatures.
15.13. Entire Agreement. This Agreement, including all exhibits and the applicable PPA, is the final and complete expression of the agreement between these parties regarding the Agreement’s subject matter. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement. No employee, agent, or other representative of Podium has any authority to bind Podium with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement. Any terms provided by Partner (including as part of any purchase order or other business form used by Partner) are for administrative purposes only and have no legal effect.
PART B- ADDITIONAL TERMS APPLICABLE TO RESELLER PARTNERS
In addition to the terms and conditions set forth in Part A above, this Part B applies to all partners designated as Reseller Partners in the applicable PPA.
1. RESELLER PARTNER ELIGIBILITY, APPOINTMENT AND RESPONSIBILITIES
1.1. Eligibility Criteria. To be eligible for appointment and ongoing participation in the Podium Partner Program as a Reseller Partner, Partner must agree to and comply with the following Eligibility Criteria:
(a) Partner must enroll as a Podium Reseller Partner by: (i) executing a valid PPA; or (ii) completing enrollment via the Podium Partner Portal. Partner’s enrollment must be accepted by Podium, and Podium may reject Partner’s enrollment for any reason.
(b) To the extent applicable, Partner must complete all necessary training and/or certifications, as reasonably required by Podium from time to time.
(c) Partner must accept and comply with all applicable terms of the PPA and this Agreement, all as amended from time to time.
(d) Partner's End User Account cancellation percentages, in the aggregate, must remain below levels reasonably acceptable to Podium.
1.2. Authorization and Appointment. Subject to Partner’s acceptance of and ongoing compliance with these Terms and any applicable PPA, Podium hereby authorizes and appoints Partner as a non-exclusive reseller and distributor of the Podium Products specified in Partner’s PPA. Although the terms “distribute,” “sell,” and “sale” may be used throughout this Agreement, the parties recognize and agree that the Podium Products are only licensed and/or sublicensed, not sold.
1.3. License Grants and Restrictions
(a) License to Podium Products. Subject to the terms and conditions of this Agreement, Podium grants to Partner a limited, non-exclusive, non-transferable, non-sublicensable right to (i) resell the Podium Products to End Users in the Territory; (ii) make the Podium Products available to End Users; and (iii) unless otherwise specified in Partner’s PPA, internally use the Podium Products solely to support Partner’s rights and obligations under this Agreement.
(b) End User Sublicensing. Subject to these Terms, Partner may allow End Users to access and use the Podium Products. Prior to accessing or using the Podium Products, Partner must require each End User to accept Podium Master Terms of Service (currently available at https://legal.podium.com/#termsofservice-us). Partner will promptly notify Podium of any breach of a material obligation under the Podium Master Terms of Service. Any terms and conditions of any End User Subscription Agreement executed between Partner and End User in connection with a purchase of the Podium Products that are different from or in addition to the terms and conditions of the Podium Master Terms of Service are not binding on Podium and are ineffective. Each End User Subscription added by Partner will be contracted for a minimum of 12 months. If an End User terminates all services with Partner, including Podium Products, Partner may submit a written early contract termination request to Podium. Partner may not offer any discounts on Podium AI or Podium Phones, unless otherwise agreed to in writing between Podium and Partner.
(c) Reseller Partner Responsibilities. Partner will prospect, identify, and promote Podium Products to Reseller Leads. Partner will register each Reseller Lead and applicable End User Transaction in accordance with these Terms. Partner will conduct all business under Partner’s own name and in accordance with the highest business standards, acting in good faith and in compliance with all laws, and not perform any act that would or might reflect adversely upon Podium’s business, products, or brand integrity.
(d) General Restrictions. Except as explicitly provided in this Agreement or expressly permitted by applicable law, Partner will not, and will not permit or authorize End Users or other third parties to (i) decompile, disassemble, reverse engineer, or otherwise attempt to discern the source code of the Podium Services; (ii) copy, modify, enhance, or otherwise create derivative works of the Podium Services; (iii) develop methods to enable unauthorized use of the Podium Services; (iv) develop product(s) or service(s) that are competitive or substantially similar to the Podium Services in violation of Podium’s proprietary or intellectual property rights or Partner’s confidentiality obligations hereunder; or (v) white label any Podium Services.
(e) Export Restrictions. Partner will not distribute the Podium Services outside the Territory or in any foreign territory where any of the Podium Master Terms of Service would be unenforceable, where the terms would not provide the protections to Podium and the Podium Services intended under this Agreement, or where there is a significant risk that the Podium Services would fall into the public domain. Partner will not directly or indirectly import, export, or re-export the Podium Services outside the United States without obtaining all permits and licenses as may be required by, and conforming with, all applicable laws and regulations of the governments of the United States and the foreign territory. Partner represents and warrants that Partner is not located in, under the control of, or a national or resident of any country on the United States Commerce Department’s Table of Denial Orders.
2. RESELLER LEAD & END USER TRANSACTION REGISTRATION
2.1. Requirements. Partner must identify and register Reseller Leads, and confirm all End User Transactions, through the Partner Portal or via any other registration method designated or approved by Podium in writing. Podium will provide Partner electronic or written confirmation of its acceptance or rejection of a Reseller Lead. Each Reseller Lead submitted to Podium that Podium has accepted will be referred to as a “Qualified Reseller Lead.” The date on which such acceptance is given will be referred to, with respect to such Qualified Reseller Lead, the “Qualified Reseller Lead Date.” Following the Qualified Reseller Lead Date, Partner will have a three (3)-month period of non-solicitation from Podium, unless Partner notifies Podium that they are no longer in an active sales process. Upon completion of an End User Transaction, Partner will confirm such transaction by communicating it to Podium via the Partner Portal or in writing to Partner’s assigned Podium Partner Manager.
2.2. Acceptance. In order for a Reseller Lead to be accepted as a Qualified Reseller Lead, the following conditions must be met in each case:
(a) Partner must provide contact and other information sufficient to validate that the Reseller Lead is a legitimate entity, business, or person.
(b) Information submitted as a Reseller Lead must be made in good faith based on Partner’s actual contacts with the approval of the business owner or primary business operator of the Reseller Lead.
(c) If two or more Podium partners attempt to register the same Reseller Lead to Podium within a three (3)-month period, the first partner to submit the Reseller Lead will have rights to such Reseller Lead unless and until the Reseller Lead by the first partner is marked with a “closed lost” status in Podium’s system due to inability to complete a sale.
2.3. Rejection. Podium may reject a Reseller Lead submission for any of the following reasons:
(a) Such Reseller Lead is:
(i) a current Client of Podium, or a former Client that has canceled its Podium Services subscription within the last 60 days,
(ii) a former or current partner of Podium,
(iii) an active Podium sales opportunity with contact in the past three (3) months, or
(iv) a marketing lead of Podium at the time the applicable Reseller Lead is is submitted to Podium by Partner;
(b) Such Reseller Lead has already been submitted to Podium by another partner (though Podium may, in its sole discretion, accept the same Reseller Lead from multiple partners, subject to Section 2.2(c) above);
(c) Such Reseller Lead does not meet Podium’s qualifications for its Clients for reasons of credit worthiness, type of business, or location, including for any reasons set forth in the Podium Master Terms of Service or the Podium Acceptable Use Policy (currently available at https://legal.podium.com/#aup-us) (“Podium AUP”).;
(d) Partner fails submit the Reseller Lead in accordance with the procedures designated by Podium in this Agreement or Partner fails to comply with any other procedure or policy set forth in the Partner Portal: or
(e) Such Reseller Lead is identified as a competitor to Podium.
3. PRODUCT ONBOARDING AND SUPPORT SERVICES
3.1. Delivery of Podium Products and API. Subject to Partner’s and, as applicable, each End User’s performance of its duties and obligations under this Agreement, including but not limited to timely payment of all applicable payments to Podium, Podium will use commercially reasonable efforts to make the Podium Services available to End Users following new End User Transaction. Upon Partner’s written request, Podium will deliver to Partner, at Podium’s option, either an application program interface (API) or defined user interface for transferring data to and from the Podium Services. If Partner accesses or uses any Podium API, Partner must comply with Podium’s applicable API policies, including the Podium API Terms of Use (currently available at https://partner-terms.podium.com/#api-tou-us).
3.2. Tiered Support. Unless otherwise specified in Partner’s PPA, Partner will provide primary support for the Podium Products and the components thereof. Podium will offer secondary support on technical issues, troubleshooting, and system integrations.
3.3. Technical Contacts. The individuals listed by Partner in the applicable PPA will be the primary contacts with regard to the Support Services. Partner party will provide Podium with written notice if its technical contact is changed. Partner will select technical contacts that have been trained in the operation of the Podium Products.
4. RESELLER PAYMENTS
4.1. Pricing & Payment. Partner will pay Podium the applicable fees for all End User Subscriptions according to the Reseller pricing specified in Partner’s PPA, including any exhibits attached thereto (“Reseller Fees”). Partner will be responsible for the Reseller Fees applicable to each End User Subscription beginning on the day the End User Transaction is confirmed in writing to Podium, and on a prorated basis for the remainder of the first month of each End User Subscription. Thereafter, Partner will pay the applicable Reseller Fees at the beginning of each month of the End User Subscription, except as otherwise agreed by the parties in writing. Partner is responsible to keep an active credit card on file with Podium for payment of all Reseller Fees. Credit card information may be updated through Podium’s Accounts Receivable team. Partner bears sole responsibility to pay for all accepted End User Subscriptions regardless of any non-payments by any of its End Users.
4.2. Currency and Late Payment. In the event Partner does not pay the Reseller Fees due for any End User’s Subscription within fifteen (15) days after notice of non-payment from Podium: (a) the unpaid fees will incur a late fee equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount allowed by applicable law, and (b) Podium may suspend the End User’s access to the Podium Services while any payment is delinquent. Podium will communicate directly with End User if communication with Partner cannot be established. Unless otherwise specified in Partner’s PPA, all amounts payable under this Agreement are denominated in United States dollars, and Partner will pay all such amounts in United States dollars.
PART C- ADDITIONAL TERMS APPLICABLE TO REFERRAL PARTNER
In addition to the terms and conditions set forth in Part A above, this Part C applies to all partners designated as Referral Partners in the applicable PPA.
1. REFERRAL PARTNER ELIGIBILITY, APPOINTMENT AND RESPONSIBILITIES
1.1. Eligibility Criteria. To be eligible for appointment and ongoing participation in the Podium Partner Program as a Referral Partner, Partner must agree to and comply with the following Eligibility Criteria:
(a) Partner must enroll as a Podium Referral Partner by: (a) executing a valid PPA; (b) completing enrollment via the Podium Partner Portal; or (c) completing enrollment through the Partner.io platform. Partner’s enrollment must be accepted by Podium, and Podium may reject Partner’s enrollment for any reason.
(b) To the extent applicable, Partner must complete all necessary training and/or certifications, as reasonably required by Podium from time to time.
(c) Partner must accept and comply with all applicable terms set forth in the PPA and this Agreement, all as amended from time to time.
1.2. Appointment. Subject to the terms of this Agreement and the applicable PPA, Podium hereby appoints Partner as a non-exclusive representative in the Territory to market to, solicit, and/or refer potential End Users to Podium to purchase Podium Services. Partner will not have the authority, express or implied, to make any commitment or incur any obligation on behalf of Podium other than making referrals as set forth in this Agreement.
1.3. Referral Partner Responsibilities. Partner will prospect, identify, and promote Podium Services to Referral Leads. Partner will register each Referral Lead in accordance with these Terms. Partner will conduct all business under Partner’s own name and in accordance with the highest business standards, acting in good faith and in compliance with all laws, and not perform any act that would or might reflect adversely upon Podium’s business, products, or brand integrity.
1.4. General Restrictions. Except as explicitly provided in this Agreement or expressly permitted by applicable law, Partner will not, and will not permit or authorize its employees or other third parties to (a) decompile, disassemble, reverse engineer, or otherwise attempt to discern the source code of the Podium Services; (b) copy, modify, enhance, or otherwise create derivative works of the Podium Services; (c) develop methods to enable unauthorized use of the Podium Services; (d) develop product(s) or service(s) that are competitive or substantially similar to the Podium Services in violation of Podium’s proprietary or intellectual property rights or Partner’s confidentiality obligations hereunder; or (e) white label any Podium Services.
2. LEAD REGISTRATION
2.1. Requirements. Partner must identify and register Referral Leads through the Partner Portal, including through the Partner.io platform (if applicable), or via any other registration method designated or approved by Podium in writing. Each Referral Lead must include, at a minimum, the information required in the Partner Portal registration form, or as otherwise specified by Podium, including but not limited to Referral Lead name and contact details. Podium will provide Partner electronic or written confirmation of its acceptance (or denial) of a Referral Lead. Each Referral Lead submitted to Podium which Podium has accepted in writing will be referred to as a “Qualified Referral Lead.” The date on which such acceptance is given will be referred to, with respect to such Qualified Referral Lead, as the “Qualified Referral Lead Date.” To the extent Podium shares affiliate links with Partner for use with Referral Leads, Partner will not share such affiliate links publicly in any manner.
2.2. Acceptance. In order for a Referral Lead to be accepted as a Qualified Referral Lead, Partner must meet the following conditions:
(a) Partner must provide contact and other information sufficient to validate that the Referral Lead is a legitimate entity, business, or person.
(b) Information submitted for a Referral Lead must be made in good faith based on Partner’s actual contacts with the approval of the business owner or primary business operator.
(c) If two or more Podium Referral Partners refer the same Referral Lead to Podium within a three (3)-month period, the first partner to submit the Referral Lead information will earn the Referral Payment unless the Referral Lead by the first partner is marked with a “closed lost” status in Podium’s system due to inability to complete a sale.
2.3. Rejection. Podium may reject a Referral Lead submission for any of the following reasons:
(a) Such Referral Lead is:
(i) a current Client of Podium, or a former Client that has canceled Podium within the last 60 days,
(ii) a former or current partner of Podium,
(iii) an active Podium sales opportunity with contact in the past 30 days, or
(iv) a marketing lead of Podium at the time the applicable Referral Lead is made to Podium by Partner;
(b) Such Referral Lead has already been submitted to Podium by another partner (though Podium may, in its sole discretion, accept the same Referral Lead from multiple partners, subject to Section 2.2(c) above);
(c) Such Referral Lead does not meet Podium’s qualifications for its Clients for reasons of credit worthiness, type of business, or location, including for any reasons set forth in the Podium Master Terms of Service or the Podium AUP;
(d) Partner fails to submit the Referral Lead in accordance with the procedures designated by Podium in this Agreement or Partner fails to comply with any other procedure or policy set forth in the Partner Portal: or
(e) Such Referral Lead is identified as a competitor to Podium.
3. REFERRAL PAYMENT
3.1. Referral Payment Calculation. Subject to the terms of this Agreement, Podium will pay Partner a Referral Payment as set forth in Partner’s applicable PPA or Partner.io Terms for each Qualified Referral Lead that completes an End User Transaction directly with Podium during the Term (the “Referral Payment”). The Referral Payment may be structured according to the terms in the Partner’s PPA or Partner.io Terms. The Referral Payment will be calculated as a percentage (using the percentage set forth in Partner’s PPA, the applicable Partner Portal commission report, or the applicable Referral Bonus Sheet, as defined in the Partner.io Terms) of the annual subscription fees for each applicable End User Transaction (excluding subscription fees for Ineligible Services). For clarity, no Referral Payment(s) will be made on any Ineligible Services unless otherwise expressly agreed to in writing by Podium and the Partner.
3.2. Referral Payment Schedule. Referral Payments under Partner's PPA will be calculated within the first week of the month following the applicable End User Transaction. Such Referral Payment will be issued within forty-five (45) days after the end of the month in which the Referral Payment accrued. If you are subject to the Partner.io Terms, please refer to the Partner.io Terms for payment details.
3.3. Requirements. In order to receive payment under this Agreement, Partner must:
(a) Not be in breach of any of the terms and conditions of this Agreement;
(b) Provide to Podium all necessary information for payment, including but not limited to Partner’s banking account information and/or mailing address;
(c) Prior to commencing Partner activities, submit to Podium the necessary tax documents (i.e., a fully completed Form W-9 including Partner’s Tax Identification Number for U.S.-based partners, or Form W-8BEN or W-8BEN-E for non-U.S.- based partners); and
(d) Notify Podium in writing of any changes to Partner’s address, banking information, or other information necessary to complete a Referral Payment.
3.4. Delays; Forfeiture. Failure to submit Form W-9 (or Form W-8BEN or W-8BEN-E tax forms, where applicable) before the first payout of the Referral Payment or to keep payment information up to date may result in delay of payment. Additionally, notwithstanding the forgoing or anything to the contrary in this Agreement, if: (a) any of the requirements set forth in Section 3.3 above remain outstanding for six (6) months immediately following the End User Transaction for Partner’s Qualified Referral Lead, or (b) Podium has attempted to pay Partner a Referral Payment by bank transfer or by check at least twice and both attempts have been unsuccessful, then Partner’s right to receive a Referral Payment for that Qualified Referral Lead will be forever forfeited (“Forfeited Payment”). Podium assumes no obligation or responsibility to pay Partner a Referral Payment once it has been designated a Forfeited Payment.
Effective May 28th 2026 to June 2nd 2026
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Summary of changes
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Table of Contents
Podium Partner Program Terms
This is an agreement between you (“Partner” or “you”) and Podium Corporation, Inc. (“Podium,” “we,” or “us”). By clicking to accept these terms, by enrolling in the Podium Partner Program (as defined herein), by marketing or offering Podium Product(s) or Service(s) to Leads or End User(s) (as defined below) under these terms, or by signing or clicking to accept any agreement referencing these Terms, you agree to all the applicable terms and conditions of these Podium Partner Terms (“Terms” or “Agreement”).
By accepting this Agreement you represent and warrant that you have the legal power and authority to enter into this Agreement. If Partner is an entity, you represent and warrant that this Agreement is entered into by an employee or agent with all necessary authority to bind that entity to this Agreement.
We may periodically update these Terms. We might also choose to replace these Terms in their entirety if, for example, the Podium Partner Program ends or becomes part of another program. If we update or replace the Terms we will notify you in accordance with Section 15.7 below. If you don’t agree to any material update or replacement, you may choose to terminate as we describe below.
This Agreement addresses different types of partner activities. Part A applies to all partner types. Part B applies to Reseller Partners and Part C applies to Referral Partners, each as defined below. If you do not participate in partner activities described in Parts B or C, then these Parts of the Agreement do not apply to you.
If you have entered into another agreement with Podium concerning your role as a Podium partner, the terms of that agreement control in the event of any conflict with these Terms.
PART A – TERMS APPLICABLE TO ALL PARTNERS
1. Definitions
1.1. "Content" means text, images, or other content that the Partner or End User selects or submits for use or incorporation with the Service.
1.2. "End User" means any person or entity that is a client or customer (or a potential client or customer) of Podium (“Client”) ,or is a Reseller Lead, or Referral Lead of Partner, and that purchases, accesses, or uses a Podium Service for its own use, but not for resale or further distribution.
1.3. "End User Subscription" means the agreed upon duration of an End User’s contract term for Podium Services, as specified in the applicable Podium Partner Agreement and/or End User Subscription Agreement. If no specific End User contract term requirements are specified in Partner’s Podium Partner Agreement and/or the applicable End User Subscription Agreement, the End User Subscription will mean 12 months.
1.4. "End User Subscription Agreement" means a quote, services or purchase agreement, order form, statement of work, online registration form, or other similar documentation, which details the Podium Services purchased by an End User and by which an End User agrees to a Subscription for Podium Services.
1.5. "End User Transaction" means the execution of an End User Subscription Agreement, whereby an End User contracts with Partner, or with Podium directly, for Podium Services.
1.6. “Ineligible Services” means Podium AI, Podium Phones, any other Podium products or services developed after the date of this Agreement (“Future Services”), any Free Access Subscription or Beta Releases, or any non-subscription-based Podium Services, including but not limited to Payments, hardware services, consulting services or professional services. For clarity, Podium does not provide discounts or pay any fees, commissions, rebates, revenue shares, or any other incentives related to Ineligible Services.
1.7. “Lead" means a Reseller Lead or a Referral Lead, as applicable.
1.8. "Partner.io Terms" means the terms that a Partner clicks to accept or otherwise agrees to through the Podium Partner.io platform.
1.9. "Podium AI" means any of Podium’s artificial intelligence products or tools.
1.10. "Podium Partner Agreement" or “PPA" means a signed or otherwise executed or accepted agreement, including all attachments and/or exhibits, between Podium and Partner, referencing these Terms, authorizing Partner to participate in the Podium Partner Program, and detailing the specific terms applicable to Partner’s participation in the Podium Partner Program, including enrollment through the Partner.io platform or any successor platform, where Partner clicks to accept or otherwise agrees to the applicable Partner.io Terms.
1.11. "Podium Product(s)" means the Podium Service(s) specified on Partner’s PPA, which Partner is authorized to sell, market, or promote, as applicable, but in no event will any “Podium Product” include any source code or object code. Provided however, Podium AI, Podium Phones, and/or any other Podium products developed after the date of the PPA shall not be automatically subject to any discounts, Partner fees, commissions, rebates, revenue shares, or any other Partner incentives.
1.12. "Partner Portal" means the website or platform Podium assigns Partner access to in order for Partner to register a Lead, track the progress of Lead submissions, and monitor Referral or Reseller Payments, as applicable, including the Partner.io platform or any successor platform designated by Podium.
1.13. "Podium Service(s)" means, as more fully defined in Section 2.1 below, the specific proprietary product of Podium provided to Partner and/or End User for End User’s use during an End User Subscription. “Podium Services” does not include any Third-Party Product.
1.14. "Referral Lead" means a person, business, or entity submitted to Podium by a Podium Referral Partner in accordance with this Agreement for the purposes of entering into an End User Transaction for Podium Services and that is not otherwise a current Podium Client or has canceled a Podium Services subscription within the last 60 days.
1.15. "Referral Partner" means any entity, individual, or otherwise participating in the Podium Partner Program as a referral partner who is authorized to market to, solicit, and refer potential End Users to the Podium Products (as further described below).
1.16. “Reseller Lead” means a person, business, or entity submitted by a Podium Reseller Partner to Podium in accordance with the Terms of this Agreement for the purposes of entering into an End User Transaction.
1.17. "Reseller Partner" means any entity, individual, or otherwise participating in the Podium Partner Program as a reseller partner who is authorized under a Podium Partner Agreement to distribute, sell, and/or service the Podium Products and to contract with and bill End Users directly for purchased Podium Products (as further described below).
1.18. "Support Services" means any support and maintenance services related to the Podium Products.
1.19. "Territory" means the specific territory listed on Partner’s PPA. If no territory is listed on Partner’s PPA, “Territory” means the United States, Canada, and Australia.
1.20. "Third-Party Product" means any add-on, applications, integrations, software, code, online services, systems, and other products not developed by Podium.
Other terms are defined in other Sections of this Agreement
2. PODIUM TECHNOLOGY
2.1. Podium Services. Podium provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “Phones,” and “Campaigns”), payment processing and related services (“Payments”), Podium AI, certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time, including as more fully set forth at https://www.podium.com/pricing/ (together, the “Podium Services”). “Podium Services” also includes Podium.com (https://www.podium.com/), including all of its related applications, dashboards, or platforms (individually and collectively, the "Website") and any and all related or underlying documentation, technology, code, know-how, logos, and templates (including in any reports or output obtained from the Podium Services) related to the Podium Services, anything delivered as part of support or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Feedback. To the extent that Partner will have direct access to the Podium Services for reporting purposes or otherwise, Partner will be subject to, and must agree to, the applicable provisions of the Podium Master Terms of Service, currently available at https://legal.podium.com/#termsofservice-us, as amended from time to time ("Podium Master Terms of Service").
2.2. Modifications of the Services/Products. Podium may modify the Podium Product(s) set forth in the applicable PPA to include or remove any Podium Services, provided that Podium notifies Partner in writing at least thirty (30) days before any material change.
2.3. Beta Releases. From time to time, Podium may, in its sole discretion, invite Partner to use, resell, or offer for referral potential new services or features that are in development and not yet available to all partners or Podium Clients (“Beta Services,” as more fully defined in Podium’s Master Terms of Service). Beta Services may be subject to additional terms and conditions, which Podium will provide to Partner prior to Partner's Use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information of Podium and subject to the confidentiality provisions of this Agreement. Podium makes no guarantees or promises with respect to the continued availability of any Beta Services or that future versions of a Beta Services will be released or will be available under the same commercial or other terms. Notwithstanding anything herein to the contrary, Podium may discontinue the Beta Services at any time for any reason or no reason in Podium’s sole discretion, without liability.
3. PODIUM PARTNER PROGRAM
3.1. Overview. Subject to these Terms and any applicable PPA, Podium will provide Partner the opportunity to market, promote, sell, and/or refer Leads to purchase, access, or use certain Podium Products, and, as applicable, onboard and support End User usage of those Podium Products, through the partner program as set forth herein (the “Podium Partner Program”). If expressly authorized by an applicable PPA, Partner may participate in multiple partner activities, as described herein. If Partner is authorized and participates in multiple partner activities, Partner will be subject to all terms of this Agreement applicable to those activities.
3.2. Partner Obligations.
(a) Eligibility. To be eligible to participate as a Partner in the Podium Partner Program, you must agree to and comply with all applicable terms and conditions of this Agreement, including any applicable PPA, for the duration of the Term. Podium may terminate this Agreement and/or discontinue partner payments to you in accordance with the Terms, including if you fail to meet any of the applicable Eligibility Criteria (as more fully defined below) at any time.
(b) Compliance with Applicable Laws. Partner will, and will ensure that any third parties performing sales, marketing, or referral activities on its behalf, comply with all applicable foreign and domestic laws (including without limitation export laws, privacy regulations, and laws applicable to sending of unsolicited communication), governmental regulations, ordinances, and judicial administrative orders. Partner will not engage in any deceptive, misleading, illegal, or unethical activities, or activities that otherwise may be detrimental to Podium, Podium’s Clients, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Podium Products. Partner will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. Partner will not directly or indirectly export, re-export, or transfer the Podium Products to prohibited countries or individuals or permit use of the Podium Products by prohibited countries or individuals.
(c) Partner Rights and Permissions. Partner represents and warrants that: (i) Partner has all sufficient rights and permissions to provide the Lead or End User data to Podium for our use in sales and marketing efforts or as otherwise set forth in the PPA and these Terms; (ii) Partner’s participation in the Podium Partner Program will not conflict with any of its existing agreements or arrangements; and (iii) Partner owns or has sufficient rights to use and to grant to Podium our right to use Partner logos and trademarks as set forth herein.
(d) Sales and Marketing Practices. In selling, marketing, and/or promoting the Podium Products and otherwise performing under this Agreement, Partner will (i) not make any representations, warranties, or guarantees concerning the Podium Products that are inconsistent with or in addition to those made by Podium in this Agreement; or (ii) not advertise the Podium Product(s) at retail prices less than those set forth in the applicable PPA or as otherwise communicated to you in writing by your assigned Partner Manager.
(e) Cost of Marketing Activities. Unless otherwise set forth in the applicable PPA, Partner will bear all costs and expenses related to Partner’s marketing or promotion of Podium or the Podium Products under this Agreement.
(f) Duty to inform. Partner will promptly notify Podium of any information known to Partner that could reasonably lead to a claim, demand, or liability of or against Podium by any third party.
(g) Partner Manager. Each party will designate a single point of contact (“Partner Manager”) within its organization to manage the relationship established by this Agreement. Podium may change its Partner Manager at any time, and Partner may change its Partner Manager by providing written notice to Podium. The Partner Managers will meet as necessary to discuss the business relationship and manage the activities contemplated by this Agreement. Disputes, if any, that cannot be resolved by the Partner Managers will be escalated to more senior personnel for resolution.
4. PRICING, PAYMENTS, AND REPORTING
4.1 Pricing and Payments. Each party will make applicable payments of fees, commissions, rebates, revenue shares, and any other applicable payments under this Agreement according to the Terms, any applicable PPA, and any applicable Partner.io Terms and Dynamic Price Sheet (as defined in the Partner.io Terms). Unless agreed to in writing by Podium and the Partner, Podium does not provide discounts or pay any fees, commissions, rebates, revenue shares, or any other incentives related to Podium AI, Podium Phones, and/or any other Podium products developed after the date of the PPA or Partner’s enrollment through Partner.io.
4.3. Taxes. Other than net income taxes imposed on Podium, Partner will bear responsibility for all applicable taxes, duties, and other governmental charges (collectively, “taxes”) resulting from Partner’s activities under this Agreement. Partner will pay any additional taxes as are necessary to ensure that the net amounts received by Podium after all such taxes are paid are equal to the amounts that Podium would have been entitled to in accordance with this Agreement as if the taxes did not apply.
4.4. Records. During the Term of this Agreement and for three years after, Partner will maintain at its primary place of business full, true, and accurate books of account (kept in accordance with generally accepted accounting principles) and records concerning all transactions and activities under this Agreement. Such books and records will include and record, without limitation, all data that Partner is required to provide with respect to Podium Product purchases (including End User contact information) executed by Partner and any applicable Referral Leads.
4.5. Audit of Records. Podium, or its authorized agent, will have the right to examine and audit the books and records set forth in Section 4.3 at its own expense and upon reasonable prior notice during normal business hours. In the event of any dispute as to the sufficiency or accuracy of such records, Podium may have an independent auditor examine and certify such records at Podium’s expense, provided that Partner will be required to pay for such expenses if it is determined that Podium was underpaid amounts due to it, or that Partner was overpaid by Podium, by more than 5% for any annual period. Partner will make prompt adjustment to compensate for any errors or omissions disclosed by any such examination and certification of Partner’s records.
5. TERM AND TERMINATION
5.1. Term. Unless otherwise set forth in your PPA, this Agreement will commence upon the effective date of the applicable PPA and continue for 12 months (the “Initial Term”). This Agreement will automatically, and without further action by the parties hereto, renew for additional terms of 12 months (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either party hereto provides written notice of non-renewal to the other party no later than thirty (30) days prior to the end of the then-current Term, or this Agreement is terminated as otherwise set forth herein.
5.2. Termination without Cause. Unless otherwise specified in any applicable PPA, Podium may terminate this Agreement without cause by giving you 30 days prior written notice. No refunds will be given for termination pursuant to this section.
5.3. Termination for Cause. If either party fails to perform any of its material obligations under this Agreement, the other party may terminate this Agreement by giving 30 days prior written notice if the matters set forth in such notice are not cured to the other party’s reasonable satisfaction within the 30-day period. Additionally, Partner may terminate this Agreement upon 30 days prior written notice, in the event Podium makes material changes to these Terms to which Partner does not agree.
5.4. No Liability for Termination. Except as expressly required by law, if either party terminates this Agreement in accordance with any of the provisions of this Agreement, neither party will be liable to the other because of such termination for compensation, reimbursement, or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases, or commitments in connection with the business or goodwill of Podium or Partner. Termination will not, however, relieve either party of obligations incurred prior to the effective date of the termination.
5.5. Effects of Termination. If this Agreement is terminated for any reason: (a) Partner will pay to Podium any fees, reimbursable expenses, compensation, and other amounts that have accrued prior to the effective date of the termination; (b) any and all liabilities accrued prior to the effective date of the termination will survive; (c) Partner will immediately cease use of and cease providing access to the Podium Products; and (d) Partner will immediately cease to use all Podium Trademarks, and any listing by Partner of Podium’s name in any website, directory, public record, or elsewhere, must be removed by Partner as soon as possible. If Podium terminates this Agreement under Section 5, Podium’s payment obligations under this Agreement will immediately cease. The following provisions will survive any expiration or termination of this Agreement: Sections 4, 5, 8, 9, 10, 11, 13, 14, and 15. End User Subscription Agreements executed directly between the End User and Podium will survive in accordance with their terms.
6. PODIUM NAME AND TRADEMARK USAGE
6.1. Use of Company Names. Podium may identify Partner in Podium advertising and marketing materials as a Podium partner. Partner may identify Podium as the supplier of the Podium Products in Partner’s advertising and marketing materials if such materials are approved in writing in advance by Podium, which approval will not be unreasonably withheld.
6.2. Use of Podium Trademarks. Subject to the provisions of this Section 6, during the Term, Partner will have the right to advertise the Podium Products with Podium trademarks, trade names, service marks, and logos of Podium (“Podium Trademarks”), subject to Podium’s prior inspection and written approval of all materials bearing Podium Trademarks. All representations of Podium Trademarks that Partner intends to use will first be submitted to Podium for approval (which will not be unreasonably withheld) of design, color, and other details, or will be exact copies of those used by Podium. Partner will fully comply with all guidelines, if any, communicated by Podium concerning the use of Podium Trademarks. Partner will not alter or remove any Podium Trademarks contained on or within the Podium Products. Additionally, Partner will not: (a) use the Podium Trademarks or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media, or domain name (including without limitation top-level domains, sub-domains and page URLs), products, or services (including without limitation, in the name or design of any Application or Theme), unless granted express written permission by Podium in advance of each use; or (b) purchase or register search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, or domain names that use the Podium Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Podium Trademarks.
6.3. Rights in Podium Trademarks. Except as set forth in this Section 6, nothing contained in this Agreement will grant or will be deemed to grant to Partner any right, title, or interest in or to Podium Trademarks. All uses of Podium Trademarks and related goodwill will inure solely to Podium. Partner will obtain no rights or goodwill with respect to any Podium Trademarks, other than as expressly set forth in this Agreement, and Partner irrevocably assigns to Podium all such right, title, interest, and goodwill, if any, in any Podium Trademarks. At no time during or after the Term of this Agreement will Partner challenge or assist others to challenge any Podium Trademarks (except to the extent expressly required by applicable law) or the registration thereof or attempt to register any Podium Trademarks or marks or trade names that are confusingly similar to those of Podium.
7. PROPRIETARY RIGHTS AND NOTICES
7.1. Proprietary Rights. Podium will own all right, title, and interest in and to the Podium Services. Partner will not act to jeopardize, limit, or interfere in any manner with Podium’s ownership of and rights with respect to the Podium Services. Partner will have only those rights in or to the Podium Services or Podium Products expressly granted to it pursuant to this Agreement.
7.2. Proprietary Rights Notices. Partner and its employees and agents will not remove or alter any trademark, trade name, copyright, patent, patent pending, or other proprietary notices, legends, symbols, or labels appearing on the Podium Services or related documentation delivered by Podium.
8. DATA & OWNERSHIP
8.1. Data Ownership. The parties agree that each party will retain all right, title, and interest worldwide in its inventions and all applicable intellectual property rights, as of the effective date of this Agreement or the applicable PPA, or discovered, conceived, or reduced to practice by such party during the Term. The parties further agree that data transmitted under this Agreement (including, but not limited to, reports, structured data, and visual representations of data), together with all intellectual property rights in such data (“Data”), will be owned as follows: (a) Data transferred by Partner to Podium (excluding any Data provided to Podium to which Partner would not otherwise have any ownership rights) will be owned by Partner; (b) Data on or stored in Podium’s Products, Services, and platform will be owned by Podium (excluding any Data provided by Partner to which Podium would not otherwise have any ownership rights).
8.2. Monitoring. Partner understands and agrees that Podium, and any third-party platform(s) Partner or its End User(s) use or access in connection with the Podium Service(s), may monitor and analyze Content submitted by Partner or End User (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Podium Products, Podium Services or third-party platform; to improve Partner’s or End User’s experience using the Podium Products, Podium Services, or third-party platform; to customize and communicate informational or product offerings and promotions to Partner or End User; and/or to make the Podium Products, Podium Services, or third-party platform more helpful or useful to Partner, End User(s) and other users.
8.3. Feedback. If Partner elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, "Feedback"), Partner hereby grants Podium a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any such Feedback in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
9. LIMITED WARRANTY AND DISCLAIMER
9.1. Limited Warranty. Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement; and (c) the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
9.2. WARRANTY DISCLAIMER.
(a) EXCEPT FOR THE EXPRESS WARRANTY PROVIDED IN SECTION 9.1, ALL PODIUM SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM SERVICES WILL MEET PARTNER’S OR END USER’S REQUIREMENTS OR EXPECTATIONS, THAT PARTNER OR END USER DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM SERVICES WILL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY END USER PROPERTIES, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF END USER DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY END USER BASED UPON PODIUM SERVICES OR PODIUM’S RELATED TECHNOLOGY (INCLUDING CHANGES TO END USER PROPERTIES). THE DISCLAIMERS IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. PARTNER OR END USER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
(b) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE PODIUM SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE PODIUM SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE PODIUM SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS PARTNERS OR CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS PARTNERS OR CLIENT(S) WILL NOT CONSTITUTE LEGAL ADVICE. USE OF THE PODIUM SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
10. PODIUM INDEMNIFICATION
10.1. Infringement Indemnification. Podium will indemnify Partner against any third-party claims and related out-of-pocket costs, damages, liabilities, and out-of-pocket expenses arising from or pertaining to a claim that the Podium Services infringe upon any intellectual property rights of any third party if: (a) Partner gives Podium prompt written notice of the claim; (b) Podium has full and complete control over the defense and settlement of the claim; (c) Partner provides assistance in connection with the defense and settlement of the claim as Podium may reasonably request; and (d) Partner complies with any settlement or court order made in connection with the claim (e.g., relating to the future use of any infringing materials).
10.2. Mitigation of Infringement Action. If permitted use of the Podium Products or Podium Services is, or in Podium’s reasonable opinion is likely to become, enjoined or materially diminished as a result of a proceeding arising under Section 10.1, then Podium will either: (a) procure the continuing right to use of the Podium Products or Podium Services; (b) replace or modify the Podium Products or Podium Services in a functionally equivalent manner so that it no longer infringes; or if, despite its commercially reasonable efforts, Podium is unable to do either (a) or (b), Podium will (c) terminate the licenses with respect to the Podium Products or Podium Services subject to the infringement claim and refund to Partner all unused fees pre-paid by Partner (if any).
10.3. Exceptions. Podium will have no obligation under this Section 10 for any alleged infringement or misappropriation to the extent that it arises out of or is based upon: (a) use of the Podium Products or Podium Services in combination with other products if such alleged infringement or misappropriation would not have arisen but for such combination; (b) Podium Products or Podium Services that are provided to comply with designs, requirements, or specifications required by or provided by Partner, if the alleged infringement or misappropriation would not have arisen but for the compliance with such designs, requirements, or specifications; (c) use of Podium Products or Podium Services for purposes not intended; (d) failure to use Podium Products or Podium Services in accordance with instructions provided by Podium, if the alleged infringement or misappropriation would not have occurred but for such failure; or (e) any modification of the Podium Products or Podium Services not made or authorized in writing by Podium where such alleged infringement or misappropriation would not have occurred absent such modification. Partner is responsible for any costs or damages that result from these actions.
10.4. Exclusive Remedy. This Section 10 states Podium’s sole and exclusive liability, and Partner’s sole and exclusive remedy, for the actual or alleged infringement or misappropriation of any third-party intellectual property right by the Podium Products or Podium Services.
11. PARTNER INDEMNIFICATION
11.1. Partner will indemnify and hold Podium harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) any breach or alleged breach of Partner’s obligations under this Agreement, including but not limited to Podium’s use, as contemplated in this Agreement, of any Partner or End User information provided to Podium by Partner; (b) Partner’s negligence or willful misconduct; and (c) any claim of a governmental entity or other party that Partner has violated any law, rule, or regulation. Partner also agrees to defend Podium against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing, and the parties will reasonably cooperate on any defense. Partner must not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12. INSURANCE
12.1. Required Coverage. During the Term of this Agreement, Partner, at its sole cost and expense, will carry and maintain insurance with a reputable company or companies insuring Partner, its agents, employees, and associates from general liability, specifically covering personal and bodily injury and property damage. Partner must obtain insurance with limits reasonable for a company such as Partner.
12.2. Proof of Insurance. Upon written request, Partner will provide Podium with a Certificate of Insurance stating that the foregoing insurance policies are in full force and effect. Partner will require each insurer to give Partner 30 days’ written notice before the policy or policies are canceled or materially altered.
13. CONFIDENTIAL INFORMATION
13.1. Definition. “Confidential Information” means any trade secrets or other information of a party, whether of a technical, business, or other nature (including, without limitation, information relating to a party’s technology, software, products, services, designs, methodologies, business plans, finances, marketing plans, customers, prospects, or other affairs), that is disclosed to a party during the Term of this Agreement and that such party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party. Confidential Information does not include any information that: (a) was known to the receiving party prior to receiving the same from the disclosing party in connection with this Agreement; (b) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party; (c) is acquired by the receiving party from another source without restriction as to use or disclosure; or (d) is or becomes part of the public domain through no fault or action of the receiving party.
13.2. Restricted Use and Nondisclosure. During and after the Term of this Agreement, each party will: (a) use the other party’s Confidential Information solely for the purpose for which it is provided; (b) not disclose the other party’s Confidential Information to a third party unless the third party must access the Confidential Information to perform in accordance with this Agreement, and the third party has executed a written agreement that contains terms that are substantially similar to the terms contained in this Section 13; and (c) maintain the secrecy of, and protect from unauthorized use and disclosure, the other party’s Confidential Information to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature.
13.3. Required Disclosure. If either party is required by law to disclose the Confidential Information or the Terms, the disclosing party must give prompt written notice of such requirement before such disclosure, to the extent permitted by law, and assist the non-disclosing party in obtaining an order protecting the Confidential Information from public disclosure.
13.4. Return of Materials. Upon the termination or expiration of this Agreement, or upon earlier request, each party will deliver to the other or destroy all Confidential Information that it may have in its possession or control. Notwithstanding the foregoing, neither party will be required to return materials that it must retain in order to receive the benefits of this Agreement or properly perform in accordance with this Agreement.
14. LIMITATION OF LIABILITY
14.1. IN NO EVENT WILL PODIUM, ITS SHAREHOLDERS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL PODIUM’S TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT AND USE OF THE PODIUM SERVICES AND PODIUM PRODUCTS (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED IN AGGREGATE THE TOTAL AMOUNT PAID OR PAYABLE BY PARTNER TO PODIUM IN RELATION TO THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE PARTIES AGREE THAT THIS SECTION WILL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE PODIUM PARTNER PROGRAM CAN BE MADE AVAILABLE ONLY BECAUSE OF PODIUM’S RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. SOME STATES LIMIT THE APPLICABILITY OF SUCH LIMITATIONS AND DISCLAIMERS. IN THOSE STATES, THE LIMITATIONS AND DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT ALLOWED BY LAW.
15. GENERAL
15.1. Independent Contractors. Although the term “partner” is used throughout the Agreement, the relationship of the parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement should be construed to give either party the power to: (a) act as an agent; or (b) direct or control the day-to-day activities of the other. Financial and other obligations associated with each party’s business are the sole responsibility of that party.
15.2. Non-Exclusivity. Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the parties to this Agreement. This Agreement will not restrict either party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations. Additionally, Podium is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with Partner’s products or services, regardless of their similarity to Partner’s products or services, provided that Podium does violate its confidentiality obligations to do so.
15.3. Direct Sales by Podium. Podium reserves the unrestricted right to market, distribute, sell, and upsell the Podium Products and Podium Services worldwide, including without limitation through original equipment manufacturers, value added resellers, and other third-party intermediaries, and directly to End Users.
15.4. Assignability. Partner may not assign its rights, duties, or obligations under this Agreement without Podium’s prior written consent, except in connection with a merger, acquisition, or sale or exclusive license of all or substantially all of Partner’s assets to a party that could not reasonably be deemed a competitor of Podium. If consent is given, this Agreement will bind Partner’s successors and assigns. Any attempt by Partner to transfer its rights, duties, or obligations under this Agreement except as expressly provided in this Agreement is void.
15.5. Non--Solicitation; Noncompetition. During the Term of this Agreement and for a period of one year thereafter, Partner will not, directly or indirectly, employ or solicit the employment or services of an employee of Podium. The following restriction applies only to Reseller Partners and to Referral Partners that have entered into a PPA (other than through Partner.io enrollment): during the Term and for a period of one year thereafter, a Partner subject to this Section 15.5(b) will not, directly or indirectly, develop or offer for sale, or license, to any End User or other third party any tools or services that directly compete with or are substantially similar to any Podium Services without the prior express written consent of Podium.
15.6. Notices. Any notice or communication to Podium under this Agreement must be in writing. Partner must send any notices under this Agreement (including breach notices) to Podium Headquarters and include "Attn. Legal Department" in the subject line or, if by email, to legal@podium.com. Podium may send notices to the email addresses listed on Partner’s PPA or Partner Portal account, or, at Podium’s option, to Partner’s last-known postal address.
15.7. Amendments; Waivers. Podium may update or modify these Terms (including referenced policies and other documents) from time to time by posting a revised version on the Website, Podium Service, or Partner Portal, or by notification via the email associated with your Podium Partner account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue your activity as a partner. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Renewal Term. Your continued activity as a Partner, following notice of any material update, will also constitute acceptance of the updated Terms. Immaterial modifications will become effective upon posting or notification. If you do not agree to the updated Terms, you will no longer have the right to continue as a Podium Partner. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
15.8. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except Partner’s payment obligations to Podium) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order. Each party will use reasonable efforts to mitigate the effect of any force majeure event.
15.9. Governing Law. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
15.10. Severability; Binding Effect. If any provision of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of the terms will not be impaired. The Agreement will be binding on and inure to the benefit of the parties and their heirs, personal representatives, successors, and permitted assigns.
15.11. Interpretation. The parties have had an equal opportunity to review this Agreement and the attached exhibits, if any. No ambiguity will be construed against any party based upon a claim that that party drafted the ambiguous language. The headings appearing at the beginning of several sections contained in this Agreement have been inserted for identification and reference purposes only and must not be used to construe or interpret this Agreement. Whenever required by context, a singular number will include the plural, the plural number will include the singular, and the gender of any pronoun will include all genders.
15.12. Counterparts. This Agreement may be executed in any number of identical counterparts, notwithstanding that the parties have not signed the same counterpart, with the same effect as if the parties had signed the same document. All counterparts will be construed as and constitute the same agreement. This Agreement may also be executed and delivered by facsimile or other electronic transmission and such execution and delivery will have the same force and effect of an original document with original signatures.
15.13. Entire Agreement. This Agreement, including all exhibits and the applicable PPA, is the final and complete expression of the agreement between these parties regarding the Agreement’s subject matter. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement. No employee, agent, or other representative of Podium has any authority to bind Podium with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement. Any terms provided by Partner (including as part of any purchase order or other business form used by Partner) are for administrative purposes only and have no legal effect.
PART B- ADDITIONAL TERMS APPLICABLE TO RESELLER PARTNERS
In addition to the terms and conditions set forth in Part A above, this Part B applies to all partners designated as Reseller Partners in the applicable PPA.
1. RESELLER PARTNER ELIGIBILITY, APPOINTMENT AND RESPONSIBILITIES
1.1. Eligibility Criteria. To be eligible for appointment and ongoing participation in the Podium Partner Program as a Reseller Partner, Partner must agree to and comply with the following Eligibility Criteria:
(a) Partner must enroll as a Podium Reseller Partner by: (i) executing a valid PPA; or (ii) completing enrollment via the Podium Partner Portal. Partner’s enrollment must be accepted by Podium, and Podium may reject Partner’s enrollment for any reason.
(b) To the extent applicable, Partner must complete all necessary training and/or certifications, as reasonably required by Podium from time to time.
(c) Partner must accept and comply with all applicable terms of the PPA and this Agreement, all as amended from time to time.
(d) Partner's End User Account cancellation percentages, in the aggregate, must remain below levels reasonably acceptable to Podium.
1.2. Authorization and Appointment. Subject to Partner’s acceptance of and ongoing compliance with these Terms and any applicable PPA, Podium hereby authorizes and appoints Partner as a non-exclusive reseller and distributor of the Podium Products specified in Partner’s PPA. Although the terms “distribute,” “sell,” and “sale” may be used throughout this Agreement, the parties recognize and agree that the Podium Products are only licensed and/or sublicensed, not sold.
1.3. License Grants and Restrictions
(a) License to Podium Products. Subject to the terms and conditions of this Agreement, Podium grants to Partner a limited, non-exclusive, non-transferable, non-sublicensable right to (i) resell the Podium Products to End Users in the Territory; (ii) make the Podium Products available to End Users; and (iii) unless otherwise specified in Partner’s PPA, internally use the Podium Products solely to support Partner’s rights and obligations under this Agreement.
(b) End User Sublicensing. Subject to these Terms, Partner may allow End Users to access and use the Podium Products. Prior to accessing or using the Podium Products, Partner must require each End User to accept Podium Master Terms of Service (currently available at https://legal.podium.com/#termsofservice-us). Partner will promptly notify Podium of any breach of a material obligation under the Podium Master Terms of Service. Any terms and conditions of any End User Subscription Agreement executed between Partner and End User in connection with a purchase of the Podium Products that are different from or in addition to the terms and conditions of the Podium Master Terms of Service are not binding on Podium and are ineffective. Each End User Subscription added by Partner will be contracted for a minimum of 12 months. If an End User terminates all services with Partner, including Podium Products, Partner may submit a written early contract termination request to Podium. Partner may not offer any discounts on Podium AI or Podium Phones, unless otherwise agreed to in writing between Podium and Partner.
(c) Reseller Partner Responsibilities. Partner will prospect, identify, and promote Podium Products to Reseller Leads. Partner will register each Reseller Lead and applicable End User Transaction in accordance with these Terms. Partner will conduct all business under Partner’s own name and in accordance with the highest business standards, acting in good faith and in compliance with all laws, and not perform any act that would or might reflect adversely upon Podium’s business, products, or brand integrity.
(d) General Restrictions. Except as explicitly provided in this Agreement or expressly permitted by applicable law, Partner will not, and will not permit or authorize End Users or other third parties to (i) decompile, disassemble, reverse engineer, or otherwise attempt to discern the source code of the Podium Services; (ii) copy, modify, enhance, or otherwise create derivative works of the Podium Services; (iii) develop methods to enable unauthorized use of the Podium Services; (iv) develop product(s) or service(s) that are competitive or substantially similar to the Podium Services in violation of Podium’s proprietary or intellectual property rights or Partner’s confidentiality obligations hereunder; or (v) white label any Podium Services.
(e) Export Restrictions. Partner will not distribute the Podium Services outside the Territory or in any foreign territory where any of the Podium Master Terms of Service would be unenforceable, where the terms would not provide the protections to Podium and the Podium Services intended under this Agreement, or where there is a significant risk that the Podium Services would fall into the public domain. Partner will not directly or indirectly import, export, or re-export the Podium Services outside the United States without obtaining all permits and licenses as may be required by, and conforming with, all applicable laws and regulations of the governments of the United States and the foreign territory. Partner represents and warrants that Partner is not located in, under the control of, or a national or resident of any country on the United States Commerce Department’s Table of Denial Orders.
2. RESELLER LEAD & END USER TRANSACTION REGISTRATION
2.1. Requirements. Partner must identify and register Reseller Leads, and confirm all End User Transactions, through the Partner Portal or via any other registration method designated or approved by Podium in writing. Podium will provide Partner electronic or written confirmation of its acceptance or rejection of a Reseller Lead. Each Reseller Lead submitted to Podium that Podium has accepted will be referred to as a “Qualified Reseller Lead.” The date on which such acceptance is given will be referred to, with respect to such Qualified Reseller Lead, the “Qualified Reseller Lead Date.” Following the Qualified Reseller Lead Date, Partner will have a three (3)-month period of non-solicitation from Podium, unless Partner notifies Podium that they are no longer in an active sales process. Upon completion of an End User Transaction, Partner will confirm such transaction by communicating it to Podium via the Partner Portal or in writing to Partner’s assigned Podium Partner Manager.
2.2. Acceptance. In order for a Reseller Lead to be accepted as a Qualified Reseller Lead, the following conditions must be met in each case:
(a) Partner must provide contact and other information sufficient to validate that the Reseller Lead is a legitimate entity, business, or person.
(b) Information submitted as a Reseller Lead must be made in good faith based on Partner’s actual contacts with the approval of the business owner or primary business operator of the Reseller Lead.
(c) If two or more Podium partners attempt to register the same Reseller Lead to Podium within a three (3)-month period, the first partner to submit the Reseller Lead will have rights to such Reseller Lead unless and until the Reseller Lead by the first partner is marked with a “closed lost” status in Podium’s system due to inability to complete a sale.
2.3. Rejection. Podium may reject a Reseller Lead submission for any of the following reasons:
(a) Such Reseller Lead is:
(i) a current Client of Podium, or a former Client that has canceled its Podium Services subscription within the last 60 days,
(ii) a former or current partner of Podium,
(iii) an active Podium sales opportunity with contact in the past three (3) months, or
(iv) a marketing lead of Podium at the time the applicable Reseller Lead is is submitted to Podium by Partner;
(b) Such Reseller Lead has already been submitted to Podium by another partner (though Podium may, in its sole discretion, accept the same Reseller Lead from multiple partners, subject to Section 2.2(c) above);
(c) Such Reseller Lead does not meet Podium’s qualifications for its Clients for reasons of credit worthiness, type of business, or location, including for any reasons set forth in the Podium Master Terms of Service or the Podium Acceptable Use Policy (currently available at https://legal.podium.com/#aup-us) (“Podium AUP”).;
(d) Partner fails submit the Reseller Lead in accordance with the procedures designated by Podium in this Agreement or Partner fails to comply with any other procedure or policy set forth in the Partner Portal: or
(e) Such Reseller Lead is identified as a competitor to Podium.
3. PRODUCT ONBOARDING AND SUPPORT SERVICES
3.1. Delivery of Podium Products and API. Subject to Partner’s and, as applicable, each End User’s performance of its duties and obligations under this Agreement, including but not limited to timely payment of all applicable payments to Podium, Podium will use commercially reasonable efforts to make the Podium Services available to End Users following new End User Transaction. Upon Partner’s written request, Podium will deliver to Partner, at Podium’s option, either an application program interface (API) or defined user interface for transferring data to and from the Podium Services. If Partner accesses or uses any Podium API, Partner must comply with Podium’s applicable API policies, including the Podium API Terms of Use (currently available at https://partner-terms.podium.com/#api-tou-us).
3.2. Tiered Support. Unless otherwise specified in Partner’s PPA, Partner will provide primary support for the Podium Products and the components thereof. Podium will offer secondary support on technical issues, troubleshooting, and system integrations.
3.3. Technical Contacts. The individuals listed by Partner in the applicable PPA will be the primary contacts with regard to the Support Services. Partner party will provide Podium with written notice if its technical contact is changed. Partner will select technical contacts that have been trained in the operation of the Podium Products.
4. RESELLER PAYMENTS
4.1. Pricing & Payment. Partner will pay Podium the applicable fees for all End User Subscriptions according to the Reseller pricing specified in Partner’s PPA, including any exhibits attached thereto (“Reseller Fees”). Partner will be responsible for the Reseller Fees applicable to each End User Subscription beginning on the day the End User Transaction is confirmed in writing to Podium, and on a prorated basis for the remainder of the first month of each End User Subscription. Thereafter, Partner will pay the applicable Reseller Fees at the beginning of each month of the End User Subscription, except as otherwise agreed by the parties in writing. Partner is responsible to keep an active credit card on file with Podium for payment of all Reseller Fees. Credit card information may be updated through Podium’s Accounts Receivable team. Partner bears sole responsibility to pay for all accepted End User Subscriptions regardless of any non-payments by any of its End Users.
4.2. Currency and Late Payment. In the event Partner does not pay the Reseller Fees due for any End User’s Subscription within fifteen (15) days after notice of non-payment from Podium: (a) the unpaid fees will incur a late fee equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount allowed by applicable law, and (b) Podium may suspend the End User’s access to the Podium Services while any payment is delinquent. Podium will communicate directly with End User if communication with Partner cannot be established. Unless otherwise specified in Partner’s PPA, all amounts payable under this Agreement are denominated in United States dollars, and Partner will pay all such amounts in United States dollars.
PART C- ADDITIONAL TERMS APPLICABLE TO REFERRAL PARTNER
In addition to the terms and conditions set forth in Part A above, this Part C applies to all partners designated as Referral Partners in the applicable PPA.
1. REFERRAL PARTNER ELIGIBILITY, APPOINTMENT AND RESPONSIBILITIES
1.1. Eligibility Criteria. To be eligible for appointment and ongoing participation in the Podium Partner Program as a Referral Partner, Partner must agree to and comply with the following Eligibility Criteria:
(a) Partner must enroll as a Podium Referral Partner by: (a) executing a valid PPA; (b) completing enrollment via the Podium Partner Portal; or (c) completing enrollment through the Partner.io platform. Partner’s enrollment must be accepted by Podium, and Podium may reject Partner’s enrollment for any reason.
(b) To the extent applicable, Partner must complete all necessary training and/or certifications, as reasonably required by Podium from time to time.
(c) Partner must accept and comply with all applicable terms set forth in the PPA and this Agreement, all as amended from time to time.
1.2. Appointment. Subject to the terms of this Agreement and the applicable PPA, Podium hereby appoints Partner as a non-exclusive representative in the Territory to market to, solicit, and/or refer potential End Users to Podium to purchase Podium Services. Partner will not have the authority, express or implied, to make any commitment or incur any obligation on behalf of Podium other than making referrals as set forth in this Agreement.
1.3. Referral Partner Responsibilities. Partner will prospect, identify, and promote Podium Services to Referral Leads. Partner will register each Referral Lead in accordance with these Terms. Partner will conduct all business under Partner’s own name and in accordance with the highest business standards, acting in good faith and in compliance with all laws, and not perform any act that would or might reflect adversely upon Podium’s business, products, or brand integrity.
1.4. General Restrictions. Except as explicitly provided in this Agreement or expressly permitted by applicable law, Partner will not, and will not permit or authorize its employees or other third parties to (a) decompile, disassemble, reverse engineer, or otherwise attempt to discern the source code of the Podium Services; (b) copy, modify, enhance, or otherwise create derivative works of the Podium Services; (c) develop methods to enable unauthorized use of the Podium Services; (d) develop product(s) or service(s) that are competitive or substantially similar to the Podium Services in violation of Podium’s proprietary or intellectual property rights or Partner’s confidentiality obligations hereunder; or (e) white label any Podium Services.
2. LEAD REGISTRATION
2.1. Requirements. Partner must identify and register Referral Leads through the Partner Portal, including through the Partner.io platform (if applicable), or via any other registration method designated or approved by Podium in writing. Each Referral Lead must include, at a minimum, the information required in the Partner Portal registration form, or as otherwise specified by Podium, including but not limited to Referral Lead name and contact details. Podium will provide Partner electronic or written confirmation of its acceptance (or denial) of a Referral Lead. Each Referral Lead submitted to Podium which Podium has accepted in writing will be referred to as a “Qualified Referral Lead.” The date on which such acceptance is given will be referred to, with respect to such Qualified Referral Lead, as the “Qualified Referral Lead Date.” To the extent Podium shares affiliate links with Partner for use with Referral Leads, Partner will not share such affiliate links publicly in any manner.
2.2. Acceptance. In order for a Referral Lead to be accepted as a Qualified Referral Lead, Partner must meet the following conditions:
(a) Partner must provide contact and other information sufficient to validate that the Referral Lead is a legitimate entity, business, or person.
(b) Information submitted for a Referral Lead must be made in good faith based on Partner’s actual contacts with the approval of the business owner or primary business operator.
(c) If two or more Podium Referral Partners refer the same Referral Lead to Podium within a three (3)-month period, the first partner to submit the Referral Lead information will earn the Referral Payment unless the Referral Lead by the first partner is marked with a “closed lost” status in Podium’s system due to inability to complete a sale.
2.3. Rejection. Podium may reject a Referral Lead submission for any of the following reasons:
(a) Such Referral Lead is:
(i) a current Client of Podium, or a former Client that has canceled Podium within the last 60 days,
(ii) a former or current partner of Podium,
(iii) an active Podium sales opportunity with contact in the past 30 days, or
(iv) a marketing lead of Podium at the time the applicable Referral Lead is made to Podium by Partner;
(b) Such Referral Lead has already been submitted to Podium by another partner (though Podium may, in its sole discretion, accept the same Referral Lead from multiple partners, subject to Section 2.2(c) above);
(c) Such Referral Lead does not meet Podium’s qualifications for its Clients for reasons of credit worthiness, type of business, or location, including for any reasons set forth in the Podium Master Terms of Service or the Podium AUP;
(d) Partner fails to submit the Referral Lead in accordance with the procedures designated by Podium in this Agreement or Partner fails to comply with any other procedure or policy set forth in the Partner Portal: or
(e) Such Referral Lead is identified as a competitor to Podium.
3. REFERRAL PAYMENT
3.1. Referral Payment Calculation. Subject to the terms of this Agreement, Podium will pay Partner a Referral Payment as set forth in Partner’s applicable PPA or Partner.io Terms for each Qualified Referral Lead that completes an End User Transaction directly with Podium during the Term (the “Referral Payment”). The Referral Payment may be structured according to the terms in the Partner’s PPA or Partner.io Terms. The Referral Payment will be calculated as a percentage (using the percentage set forth in Partner’s PPA, the applicable Partner Portal commission report, or the applicable Dynamic Price Sheet, as defined in the Partner.io Terms) of the annual subscription fees for each applicable End User Transaction (excluding subscription fees for Ineligible Services). For clarity, no Referral Payment(s) will be made on any Ineligible Services unless otherwise expressly agreed to in writing by Podium and the Partner.
3.2. Referral Payment Schedule. Referral Payments under Partner's PPA will be calculated within the first week of the month following the applicable End User Transaction. Such Referral Payment will be issued within forty-five (45) days after the end of the month in which the Referral Payment accrued. If you are subject to the Partner.io Terms, please refer to the Partner.io Terms for payment details.
3.3. Requirements. In order to receive payment under this Agreement, Partner must:
(a) Not be in breach of any of the terms and conditions of this Agreement;
(b) Provide to Podium all necessary information for payment, including but not limited to Partner’s banking account information and/or mailing address;
(c) Prior to commencing Partner activities, submit to Podium the necessary tax documents (i.e., a fully completed Form W-9 including Partner’s Tax Identification Number for U.S.-based partners, or Form W-8BEN or W-8BEN-E for non-U.S.- based partners); and
(d) Notify Podium in writing of any changes to Partner’s address, banking information, or other information necessary to complete a Referral Payment.
3.4. Delays; Forfeiture. Failure to submit Form W-9 (or Form W-8BEN or W-8BEN-E tax forms, where applicable) before the first payout of the Referral Payment or to keep payment information up to date may result in delay of payment. Additionally, notwithstanding the forgoing or anything to the contrary in this Agreement, if: (a) any of the requirements set forth in Section 3.3 above remain outstanding for six (6) months immediately following the End User Transaction for Partner’s Qualified Referral Lead, or (b) Podium has attempted to pay Partner a Referral Payment by bank transfer or by check at least twice and both attempts have been unsuccessful, then Partner’s right to receive a Referral Payment for that Qualified Referral Lead will be forever forfeited (“Forfeited Payment”). Podium assumes no obligation or responsibility to pay Partner a Referral Payment once it has been designated a Forfeited Payment.
Effective May 13th 2025 to May 28th 2026
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Table of Contents
Podium Partner Program Terms
This is an agreement between you (“Partner” or “you”) and Podium Corporation, Inc. (“Podium,” “we,” or “us”). By clicking to accept these terms, by enrolling in the Podium Partner Program (as defined herein), by marketing or offering Podium Product(s) or Service(s) to Leads or End User(s) (as defined below) under these terms, or by signing or clicking to accept any agreement referencing these Terms, you agree to all the applicable terms and conditions of these Podium Partner Terms (“Terms” or “Agreement”).
By accepting this Agreement you represent and warrant that you have the legal power and authority to enter into this Agreement. If Partner is an entity, you represent and warrant that this Agreement is entered into by an employee or agent with all necessary authority to bind that entity to this Agreement.
We may periodically update these Terms. We might also choose to replace these Terms in their entirety if, for example, the Podium Partner Program ends or becomes part of another program. If we update or replace the Terms we will notify you in accordance with Section 15.7 below. If you don’t agree to any material update or replacement, you may choose to terminate as we describe below.
This Agreement addresses different types of partner activities. Part A applies to all partner types. Part B applies to Reseller Partners and Part C applies to Referral Partners, each as defined below. If you do not participate in partner activities described in Parts B or C, then these Parts of the Agreement do not apply to you.
If you have entered into another agreement with Podium concerning your role as a Podium partner, the terms of that agreement control in the event of any conflict with these Terms.
PART A – TERMS APPLICABLE TO ALL PARTNERS
1. Definitions
1.1. "Content" means text, images, or other content that the Partner or End User selects or submits for use or incorporation with the Service.
1.2. "End User" means any person or entity that is a client or customer (or a potential client or customer) of Podium (“Client”) ,or is a Reseller Lead, or Referral Lead of Partner, and that purchases, accesses, or uses a Podium Service for its own use, but not for resale or further distribution.
1.3. "End User Subscription" means the agreed upon duration of an End User’s contract term for Podium Services, as specified in the applicable Podium Partner Agreement and/or End User Subscription Agreement. If no specific End User contract term requirements are specified in Partner’s Podium Partner Agreement and/or the applicable End User Subscription Agreement, the End User Subscription will mean 12 months.
1.4. "End User Subscription Agreement" means a quote, services or purchase agreement, order form, statement of work, online registration form, or other similar documentation, which details the Podium Services purchased by an End User and by which an End User agrees to a Subscription for Podium Services.
1.5. "End User Transaction" means the execution of an End User Subscription Agreement, whereby an End User contracts with Partner, or with Podium directly, for Podium Services.
1.6. “Lead” means a Reseller Lead or a Referral Lead, as applicable.
1.7. "Podium AI" means any of Podium’s artificial intelligence products or tools.
1.8. "Podium Partner Agreement" or “PPA” means a signed or otherwise executed or accepted agreement, including all attachments and/or exhibits, between Podium and Partner, referencing these Terms, authorizing Partner to participate in the Podium Partner Program, and detailing the specific terms applicable to Partner’s participation in the Podium Partner Program.
1.9. "Podium Product(s)" means the Podium Service(s) specified on Partner’s PPA, which Partner is authorized to sell, market, or promote, as applicable, but in no event will any “Podium Product” include any source code or object code. Provided however, Podium AI, Podium Phones, and/or any other Podium products developed after the date of the PPA shall not be automatically subject to any discounts, Partner fees, commissions, rebates, revenue shares, or any other Partner incentives.
1.10. "Partner Portal" means the website Podium assigns Partner access to in order for Partner to register a Lead, track the progress of Lead submissions, and monitor Referral or Reseller Payments, as applicable.
1.11. "Podium Service(s)" means, as more fully defined in Section 2.1 below, the specific proprietary product of Podium provided to Partner and/or End User for End User’s use during an End User Subscription. “Podium Services” does not include any Third-Party Product.
1.12. "Referral Lead" means a person, business, or entity submitted to Podium by a Podium Referral Partner in accordance with this Agreement for the purposes of entering into an End User Transaction for Podium Services and that is not otherwise a current Podium Client or has canceled a Podium Services subscription within the last 60 days.
1.13. "Referral Partner" means any entity, individual, or otherwise participating in the Podium Partner Program as a referral partner who is authorized to market to, solicit, and refer potential End Users to the Podium Products (as further described below).
1.14. “Reseller Lead” means a person, business, or entity submitted by a Podium Reseller Partner to Podium in accordance with the Terms of this Agreement for the purposes of entering into an End User Transaction.
1.15. "Reseller Partner" means any entity, individual, or otherwise participating in the Podium Partner Program as a reseller partner who is authorized under a Podium Partner Agreement to distribute, sell, and/or service the Podium Products and to contract with and bill End Users directly for purchased Podium Products (as further described below).
1.16. "Support Services" means any support and maintenance services related to the Podium Products.
1.17. "Territory" means the specific territory listed on Partner’s PPA. If no territory is listed on Partner’s PPA, “Territory” means the United States, Canada, and Australia.
1.18. "Third-Party Product" means any add-on, applications, integrations, software, code, online services, systems, and other products not developed by Podium.
Other terms are defined in other Sections of this Agreement
2. PODIUM TECHNOLOGY
2.1. Podium Services. Podium provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “Phones,” and “Campaigns”), payment processing and related services (“Payments”), Podium AI, certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time, including as more fully set forth at https://www.podium.com/pricing/ (together, the “Podium Services”). “Podium Services” also includes Podium.com (https://www.podium.com/), including all of its related applications, dashboards, or platforms (individually and collectively, the "Website") and any and all related or underlying documentation, technology, code, know-how, logos, and templates (including in any reports or output obtained from the Podium Services) related to the Podium Services, anything delivered as part of support or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Feedback. To the extent that Partner will have direct access to the Podium Services for reporting purposes or otherwise, Partner will be subject to, and must agree to, the applicable provisions of the Podium Master Terms of Service, currently available at https://legal.podium.com/#termsofservice-us, as amended from time to time ("Podium Master Terms of Service").
2.2. Modifications of the Services/Products. Podium may modify the Podium Product(s) set forth in the applicable PPA to include or remove any Podium Services, provided that Podium notifies Partner in writing at least thirty (30) days before any material change.
2.3. Beta Releases. From time to time, Podium may, in its sole discretion, invite Partner to use, resell, or offer for referral potential new services or features that are in development and not yet available to all partners or Podium Clients (“Beta Services,” as more fully defined in Podium’s Master Terms of Service). Beta Services may be subject to additional terms and conditions, which Podium will provide to Partner prior to Partner's Use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information of Podium and subject to the confidentiality provisions of this Agreement. Podium makes no guarantees or promises with respect to the continued availability of any Beta Services or that future versions of a Beta Services will be released or will be available under the same commercial or other terms. Notwithstanding anything herein to the contrary, Podium may discontinue the Beta Services at any time for any reason or no reason in Podium’s sole discretion, without liability.
3. PODIUM PARTNER PROGRAM
3.1. Overview. Subject to these Terms and any applicable PPA, Podium will provide Partner the opportunity to market, promote, sell, and/or refer Leads to purchase, access, or use certain Podium Products, and, as applicable, onboard and support End User usage of those Podium Products, through the partner program as set forth herein (the “Podium Partner Program”). If expressly authorized by an applicable PPA, Partner may participate in multiple partner activities, as described herein. If Partner is authorized and participates in multiple partner activities, Partner will be subject to all terms of this Agreement applicable to those activities.
3.2. Partner Obligations.
(a) Eligibility. To be eligible to participate as a Partner in the Podium Partner Program, you must agree to and comply with all applicable terms and conditions of this Agreement, including any applicable PPA, for the duration of the Term. Podium may terminate this Agreement and/or discontinue partner payments to you in accordance with the Terms, including if you fail to meet any of the applicable Eligibility Criteria (as more fully defined below) at any time.
(b) Compliance with Applicable Laws. Partner will, and will ensure that any third parties performing sales, marketing, or referral activities on its behalf, comply with all applicable foreign and domestic laws (including without limitation export laws, privacy regulations, and laws applicable to sending of unsolicited communication), governmental regulations, ordinances, and judicial administrative orders. Partner will not engage in any deceptive, misleading, illegal, or unethical activities, or activities that otherwise may be detrimental to Podium, Podium’s Clients, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Podium Products. Partner will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. Partner will not directly or indirectly export, re-export, or transfer the Podium Products to prohibited countries or individuals or permit use of the Podium Products by prohibited countries or individuals.
(c) Partner Rights and Permissions. Partner represents and warrants that: (i) Partner has all sufficient rights and permissions to provide the Lead or End User data to Podium for our use in sales and marketing efforts or as otherwise set forth in the PPA and these Terms; (ii) Partner’s participation in the Podium Partner Program will not conflict with any of its existing agreements or arrangements; and (iii) Partner owns or has sufficient rights to use and to grant to Podium our right to use Partner logos and trademarks as set forth herein.
(d) Sales and Marketing Practices. In selling, marketing, and/or promoting the Podium Products and otherwise performing under this Agreement, Partner will (i) not make any representations, warranties, or guarantees concerning the Podium Products that are inconsistent with or in addition to those made by Podium in this Agreement; or (ii) not advertise the Podium Product(s) at retail prices less than those set forth in the applicable PPA or as otherwise communicated to you in writing by your assigned Partner Manager.
(e) Cost of Marketing Activities. Unless otherwise set forth in the applicable PPA, Partner will bear all costs and expenses related to Partner’s marketing or promotion of Podium or the Podium Products under this Agreement.
(f) Duty to inform. Partner will promptly notify Podium of any information known to Partner that could reasonably lead to a claim, demand, or liability of or against Podium by any third party.
(g) Partner Manager. Each party will designate a single point of contact (“Partner Manager”) within its organization to manage the relationship established by this Agreement. Podium may change its Partner Manager at any time, and Partner may change its Partner Manager by providing written notice to Podium. The Partner Managers will meet as necessary to discuss the business relationship and manage the activities contemplated by this Agreement. Disputes, if any, that cannot be resolved by the Partner Managers will be escalated to more senior personnel for resolution.
4. PRICING, PAYMENTS, AND REPORTING
4.1 Pricing and Payments. Each party will make applicable payments of fees, commissions, rebates, revenue shares, and any other applicable payments under this Agreement according to the Terms and any applicable PPA. Unless agreed to in writing by Podium and the Partner, Podium does not provide discounts or pay any fees, commissions, rebates, revenue shares, or any other incentives related to Podium AI, Podium Phones, and/or any other Podium products developed after the date of the PPA.
4.3. Taxes. Other than net income taxes imposed on Podium, Partner will bear responsibility for all applicable taxes, duties, and other governmental charges (collectively, “taxes”) resulting from Partner’s activities under this Agreement. Partner will pay any additional taxes as are necessary to ensure that the net amounts received by Podium after all such taxes are paid are equal to the amounts that Podium would have been entitled to in accordance with this Agreement as if the taxes did not apply.
4.4. Records. During the Term of this Agreement and for three years after, Partner will maintain at its primary place of business full, true, and accurate books of account (kept in accordance with generally accepted accounting principles) and records concerning all transactions and activities under this Agreement. Such books and records will include and record, without limitation, all data that Partner is required to provide with respect to Podium Product purchases (including End User contact information) executed by Partner and any applicable Referral Leads.
4.5. Audit of Records. Podium, or its authorized agent, will have the right to examine and audit the books and records set forth in Section 4.3 at its own expense and upon reasonable prior notice during normal business hours. In the event of any dispute as to the sufficiency or accuracy of such records, Podium may have an independent auditor examine and certify such records at Podium’s expense, provided that Partner will be required to pay for such expenses if it is determined that Podium was underpaid amounts due to it, or that Partner was overpaid by Podium, by more than 5% for any annual period. Partner will make prompt adjustment to compensate for any errors or omissions disclosed by any such examination and certification of Partner’s records.
5. TERM AND TERMINATION
5.1. Term. Unless otherwise set forth in your PPA, this Agreement will commence upon the effective date of the applicable PPA and continue for 12 months (the “Initial Term”). This Agreement will automatically, and without further action by the parties hereto, renew for additional terms of 12 months (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either party hereto provides written notice of non-renewal to the other party no later than thirty (30) days prior to the end of the then-current Term, or this Agreement is terminated as otherwise set forth herein.
5.2. Termination without Cause. Unless otherwise specified in any applicable PPA, Podium may terminate this Agreement without cause by giving you 30 days prior written notice. No refunds will be given for termination pursuant to this section.
5.3. Termination for Cause. If either party fails to perform any of its material obligations under this Agreement, the other party may terminate this Agreement by giving 30 days prior written notice if the matters set forth in such notice are not cured to the other party’s reasonable satisfaction within the 30-day period. Additionally, Partner may terminate this Agreement upon 30 days prior written notice, in the event Podium makes material changes to these Terms to which Partner does not agree.
5.4. No Liability for Termination. Except as expressly required by law, if either party terminates this Agreement in accordance with any of the provisions of this Agreement, neither party will be liable to the other because of such termination for compensation, reimbursement, or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases, or commitments in connection with the business or goodwill of Podium or Partner. Termination will not, however, relieve either party of obligations incurred prior to the effective date of the termination.
5.5. Effects of Termination. If this Agreement is terminated for any reason: (a) Partner will pay to Podium any fees, reimbursable expenses, compensation, and other amounts that have accrued prior to the effective date of the termination; (b) any and all liabilities accrued prior to the effective date of the termination will survive; (c) Partner will immediately cease use of and cease providing access to the Podium Products; and (d) Partner will immediately cease to use all Podium Trademarks, and any listing by Partner of Podium’s name in any website, directory, public record, or elsewhere, must be removed by Partner as soon as possible. If Podium terminates this Agreement under Section 5, Podium’s payment obligations under this Agreement will immediately cease. The following provisions will survive any expiration or termination of this Agreement: Sections 4, 5, 8, 9, 10, 11, 13, 14, and 15. End User Subscription Agreements executed directly between the End User and Podium will survive in accordance with their terms.
6. PODIUM NAME AND TRADEMARK USAGE
6.1. Use of Company Names. Podium may identify Partner in Podium advertising and marketing materials as a Podium partner. Partner may identify Podium as the supplier of the Podium Products in Partner’s advertising and marketing materials if such materials are approved in writing in advance by Podium, which approval will not be unreasonably withheld.
6.2. Use of Podium Trademarks. Subject to the provisions of this Section 6, during the Term, Partner will have the right to advertise the Podium Products with Podium trademarks, trade names, service marks, and logos of Podium (“Podium Trademarks”), subject to Podium’s prior inspection and written approval of all materials bearing Podium Trademarks. All representations of Podium Trademarks that Partner intends to use will first be submitted to Podium for approval (which will not be unreasonably withheld) of design, color, and other details, or will be exact copies of those used by Podium. Partner will fully comply with all guidelines, if any, communicated by Podium concerning the use of Podium Trademarks. Partner will not alter or remove any Podium Trademarks contained on or within the Podium Products. Additionally, Partner will not: (a) use the Podium Trademarks or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media, or domain name (including without limitation top-level domains, sub-domains and page URLs), products, or services (including without limitation, in the name or design of any Application or Theme), unless granted express written permission by Podium in advance of each use; or (b) purchase or register search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, or domain names that use the Podium Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Podium Trademarks.
6.3. Rights in Podium Trademarks. Except as set forth in this Section 6, nothing contained in this Agreement will grant or will be deemed to grant to Partner any right, title, or interest in or to Podium Trademarks. All uses of Podium Trademarks and related goodwill will inure solely to Podium. Partner will obtain no rights or goodwill with respect to any Podium Trademarks, other than as expressly set forth in this Agreement, and Partner irrevocably assigns to Podium all such right, title, interest, and goodwill, if any, in any Podium Trademarks. At no time during or after the Term of this Agreement will Partner challenge or assist others to challenge any Podium Trademarks (except to the extent expressly required by applicable law) or the registration thereof or attempt to register any Podium Trademarks or marks or trade names that are confusingly similar to those of Podium.
7. PROPRIETARY RIGHTS AND NOTICES
7.1. Proprietary Rights. Podium will own all right, title, and interest in and to the Podium Services. Partner will not act to jeopardize, limit, or interfere in any manner with Podium’s ownership of and rights with respect to the Podium Services. Partner will have only those rights in or to the Podium Services or Podium Products expressly granted to it pursuant to this Agreement.
7.2. Proprietary Rights Notices. Partner and its employees and agents will not remove or alter any trademark, trade name, copyright, patent, patent pending, or other proprietary notices, legends, symbols, or labels appearing on the Podium Services or related documentation delivered by Podium.
8. DATA & OWNERSHIP
8.1. Data Ownership. The parties agree that each party will retain all right, title, and interest worldwide in its inventions and all applicable intellectual property rights, as of the effective date of this Agreement or the applicable PPA, or discovered, conceived, or reduced to practice by such party during the Term. The parties further agree that data transmitted under this Agreement (including, but not limited to, reports, structured data, and visual representations of data), together with all intellectual property rights in such data (“Data”), will be owned as follows: (a) Data transferred by Partner to Podium (excluding any Data provided to Podium to which Partner would not otherwise have any ownership rights) will be owned by Partner; (b) Data on or stored in Podium’s Products, Services, and platform will be owned by Podium (excluding any Data provided by Partner to which Podium would not otherwise have any ownership rights).
8.2. Monitoring. Partner understands and agrees that Podium, and any third-party platform(s) Partner or its End User(s) use or access in connection with the Podium Service(s), may monitor and analyze Content submitted by Partner or End User (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Podium Products, Podium Services or third-party platform; to improve Partner’s or End User’s experience using the Podium Products, Podium Services, or third-party platform; to customize and communicate informational or product offerings and promotions to Partner or End User; and/or to make the Podium Products, Podium Services, or third-party platform more helpful or useful to Partner, End User(s) and other users.
8.3. Feedback. If Partner elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, "Feedback"), Partner hereby grants Podium a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any such Feedback in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
9. LIMITED WARRANTY AND DISCLAIMER
9.1. Limited Warranty. Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement; and (c) the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
9.2. WARRANTY DISCLAIMER.
(a) EXCEPT FOR THE EXPRESS WARRANTY PROVIDED IN SECTION 9.1, ALL PODIUM SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM SERVICES WILL MEET PARTNER’S OR END USER’S REQUIREMENTS OR EXPECTATIONS, THAT PARTNER OR END USER DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM SERVICES WILL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY END USER PROPERTIES, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF END USER DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY END USER BASED UPON PODIUM SERVICES OR PODIUM’S RELATED TECHNOLOGY (INCLUDING CHANGES TO END USER PROPERTIES). THE DISCLAIMERS IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. PARTNER OR END USER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
(b) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE PODIUM SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE PODIUM SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE PODIUM SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS PARTNERS OR CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS PARTNERS OR CLIENT(S) WILL NOT CONSTITUTE LEGAL ADVICE. USE OF THE PODIUM SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
10. PODIUM INDEMNIFICATION
10.1. Infringement Indemnification. Podium will indemnify Partner against any third-party claims and related out-of-pocket costs, damages, liabilities, and out-of-pocket expenses arising from or pertaining to a claim that the Podium Services infringe upon any intellectual property rights of any third party if: (a) Partner gives Podium prompt written notice of the claim; (b) Podium has full and complete control over the defense and settlement of the claim; (c) Partner provides assistance in connection with the defense and settlement of the claim as Podium may reasonably request; and (d) Partner complies with any settlement or court order made in connection with the claim (e.g., relating to the future use of any infringing materials).
10.2. Mitigation of Infringement Action. If permitted use of the Podium Products or Podium Services is, or in Podium’s reasonable opinion is likely to become, enjoined or materially diminished as a result of a proceeding arising under Section 10.1, then Podium will either: (a) procure the continuing right to use of the Podium Products or Podium Services; (b) replace or modify the Podium Products or Podium Services in a functionally equivalent manner so that it no longer infringes; or if, despite its commercially reasonable efforts, Podium is unable to do either (a) or (b), Podium will (c) terminate the licenses with respect to the Podium Products or Podium Services subject to the infringement claim and refund to Partner all unused fees pre-paid by Partner (if any).
10.3. Exceptions. Podium will have no obligation under this Section 10 for any alleged infringement or misappropriation to the extent that it arises out of or is based upon: (a) use of the Podium Products or Podium Services in combination with other products if such alleged infringement or misappropriation would not have arisen but for such combination; (b) Podium Products or Podium Services that are provided to comply with designs, requirements, or specifications required by or provided by Partner, if the alleged infringement or misappropriation would not have arisen but for the compliance with such designs, requirements, or specifications; (c) use of Podium Products or Podium Services for purposes not intended; (d) failure to use Podium Products or Podium Services in accordance with instructions provided by Podium, if the alleged infringement or misappropriation would not have occurred but for such failure; or (e) any modification of the Podium Products or Podium Services not made or authorized in writing by Podium where such alleged infringement or misappropriation would not have occurred absent such modification. Partner is responsible for any costs or damages that result from these actions.
10.4. Exclusive Remedy. This Section 10 states Podium’s sole and exclusive liability, and Partner’s sole and exclusive remedy, for the actual or alleged infringement or misappropriation of any third-party intellectual property right by the Podium Products or Podium Services.
11. PARTNER INDEMNIFICATION
11.1. Partner will indemnify and hold Podium harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) any breach or alleged breach of Partner’s obligations under this Agreement, including but not limited to Podium’s use, as contemplated in this Agreement, of any Partner or End User information provided to Podium by Partner; (b) Partner’s negligence or willful misconduct; and (c) any claim of a governmental entity or other party that Partner has violated any law, rule, or regulation. Partner also agrees to defend Podium against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing, and the parties will reasonably cooperate on any defense. Partner must not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12. INSURANCE
12.1. Required Coverage. During the Term of this Agreement, Partner, at its sole cost and expense, will carry and maintain insurance with a reputable company or companies insuring Partner, its agents, employees, and associates from general liability, specifically covering personal and bodily injury and property damage. Partner must obtain insurance with limits reasonable for a company such as Partner.
12.2. Proof of Insurance. Upon written request, Partner will provide Podium with a Certificate of Insurance stating that the foregoing insurance policies are in full force and effect. Partner will require each insurer to give Partner 30 days’ written notice before the policy or policies are canceled or materially altered.
13. CONFIDENTIAL INFORMATION
13.1. Definition. “Confidential Information” means any trade secrets or other information of a party, whether of a technical, business, or other nature (including, without limitation, information relating to a party’s technology, software, products, services, designs, methodologies, business plans, finances, marketing plans, customers, prospects, or other affairs), that is disclosed to a party during the Term of this Agreement and that such party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party. Confidential Information does not include any information that: (a) was known to the receiving party prior to receiving the same from the disclosing party in connection with this Agreement; (b) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party; (c) is acquired by the receiving party from another source without restriction as to use or disclosure; or (d) is or becomes part of the public domain through no fault or action of the receiving party.
13.2. Restricted Use and Nondisclosure. During and after the Term of this Agreement, each party will: (a) use the other party’s Confidential Information solely for the purpose for which it is provided; (b) not disclose the other party’s Confidential Information to a third party unless the third party must access the Confidential Information to perform in accordance with this Agreement, and the third party has executed a written agreement that contains terms that are substantially similar to the terms contained in this Section 13; and (c) maintain the secrecy of, and protect from unauthorized use and disclosure, the other party’s Confidential Information to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature.
13.3. Required Disclosure. If either party is required by law to disclose the Confidential Information or the Terms, the disclosing party must give prompt written notice of such requirement before such disclosure, to the extent permitted by law, and assist the non-disclosing party in obtaining an order protecting the Confidential Information from public disclosure.
13.4. Return of Materials. Upon the termination or expiration of this Agreement, or upon earlier request, each party will deliver to the other or destroy all Confidential Information that it may have in its possession or control. Notwithstanding the foregoing, neither party will be required to return materials that it must retain in order to receive the benefits of this Agreement or properly perform in accordance with this Agreement.
14. LIMITATION OF LIABILITY
14.1. IN NO EVENT WILL PODIUM, ITS SHAREHOLDERS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL PODIUM’S TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT AND USE OF THE PODIUM SERVICES AND PODIUM PRODUCTS (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED IN AGGREGATE THE TOTAL AMOUNT PAID OR PAYABLE BY PARTNER TO PODIUM IN RELATION TO THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE PARTIES AGREE THAT THIS SECTION WILL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE PODIUM PARTNER PROGRAM CAN BE MADE AVAILABLE ONLY BECAUSE OF PODIUM’S RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. SOME STATES LIMIT THE APPLICABILITY OF SUCH LIMITATIONS AND DISCLAIMERS. IN THOSE STATES, THE LIMITATIONS AND DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT ALLOWED BY LAW.
15. GENERAL
15.1. Independent Contractors. Although the term “partner” is used throughout the Agreement, the relationship of the parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement should be construed to give either party the power to: (a) act as an agent; or (b) direct or control the day-to-day activities of the other. Financial and other obligations associated with each party’s business are the sole responsibility of that party.
15.2. Non-Exclusivity. Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the parties to this Agreement. This Agreement will not restrict either party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations. Additionally, Podium is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with Partner’s products or services, regardless of their similarity to Partner’s products or services, provided that Podium does violate its confidentiality obligations to do so.
15.3. Direct Sales by Podium. Podium reserves the unrestricted right to market, distribute, sell, and upsell the Podium Products and Podium Services worldwide, including without limitation through original equipment manufacturers, value added resellers, and other third-party intermediaries, and directly to End Users.
15.4. Assignability. Partner may not assign its rights, duties, or obligations under this Agreement without Podium’s prior written consent, except in connection with a merger, acquisition, or sale or exclusive license of all or substantially all of Partner’s assets to a party that could not reasonably be deemed a competitor of Podium. If consent is given, this Agreement will bind Partner’s successors and assigns. Any attempt by Partner to transfer its rights, duties, or obligations under this Agreement except as expressly provided in this Agreement is void.
15.5. Non-Solicitation; Noncompetition. During the Term of this Agreement and for a period of one year thereafter, Partner will not, directly or indirectly, (a) employ or solicit the employment or services of an employee of Podium; or (b) develop or offer for sale, or license, to any End User or other third party any tools or services that directly compete with or are substantially similar to any Podium Services without the prior express written consent of Podium.
15.6. Notices. Any notice or communication to Podium under this Agreement must be in writing. Partner must send any notices under this Agreement (including breach notices) to Podium Headquarters and include "Attn. Legal Department" in the subject line or, if by email, to legal@podium.com. Podium may send notices to the email addresses listed on Partner’s PPA or Partner Portal account, or, at Podium’s option, to Partner’s last-known postal address.
15.7. Amendments; Waivers. Podium may update or modify these Terms (including referenced policies and other documents) from time to time by posting a revised version on the Website, Podium Service, or Partner Portal, or by notification via the email associated with your Podium Partner account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue your activity as a partner. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Renewal Term. Your continued activity as a Partner, following notice of any material update, will also constitute acceptance of the updated Terms. Immaterial modifications will become effective upon posting or notification. If you do not agree to the updated Terms, you will no longer have the right to continue as a Podium Partner. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
15.8. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except Partner’s payment obligations to Podium) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order. Each party will use reasonable efforts to mitigate the effect of any force majeure event.
15.9. Governing Law. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
15.10. Severability; Binding Effect. If any provision of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of the terms will not be impaired. The Agreement will be binding on and inure to the benefit of the parties and their heirs, personal representatives, successors, and permitted assigns.
15.11. Interpretation. The parties have had an equal opportunity to review this Agreement and the attached exhibits, if any. No ambiguity will be construed against any party based upon a claim that that party drafted the ambiguous language. The headings appearing at the beginning of several sections contained in this Agreement have been inserted for identification and reference purposes only and must not be used to construe or interpret this Agreement. Whenever required by context, a singular number will include the plural, the plural number will include the singular, and the gender of any pronoun will include all genders.
15.12. Counterparts. This Agreement may be executed in any number of identical counterparts, notwithstanding that the parties have not signed the same counterpart, with the same effect as if the parties had signed the same document. All counterparts will be construed as and constitute the same agreement. This Agreement may also be executed and delivered by facsimile or other electronic transmission and such execution and delivery will have the same force and effect of an original document with original signatures.
15.13. Entire Agreement. This Agreement, including all exhibits and the applicable PPA, is the final and complete expression of the agreement between these parties regarding the Agreement’s subject matter. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement. No employee, agent, or other representative of Podium has any authority to bind Podium with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement. Any terms provided by Partner (including as part of any purchase order or other business form used by Partner) are for administrative purposes only and have no legal effect.
PART B- ADDITIONAL TERMS APPLICABLE TO RESELLER PARTNERS
In addition to the terms and conditions set forth in Part A above, this Part B applies to all partners designated as Reseller Partners in the applicable PPA.
1. RESELLER PARTNER ELIGIBILITY, APPOINTMENT AND RESPONSIBILITIES
1.1. Eligibility Criteria. To be eligible for appointment and ongoing participation in the Podium Partner Program as a Reseller Partner, Partner must agree to and comply with the following Eligibility Criteria:
(a) Partner must enroll as a Podium Reseller Partner by: (i) executing a valid PPA; or (ii) completing enrollment via the Podium Partner Portal. Partner’s enrollment must be accepted by Podium, and Podium may reject Partner’s enrollment for any reason.
(b) To the extent applicable, Partner must complete all necessary training and/or certifications, as reasonably required by Podium from time to time.
(c) Partner must accept and comply with all applicable terms of the PPA and this Agreement, all as amended from time to time.
(d) Partner's End User Account cancellation percentages, in the aggregate, must remain below levels reasonably acceptable to Podium.
1.2. Authorization and Appointment. Subject to Partner’s acceptance of and ongoing compliance with these Terms and any applicable PPA, Podium hereby authorizes and appoints Partner as a non-exclusive reseller and distributor of the Podium Products specified in Partner’s PPA. Although the terms “distribute,” “sell,” and “sale” may be used throughout this Agreement, the parties recognize and agree that the Podium Products are only licensed and/or sublicensed, not sold.
1.3. License Grants and Restrictions
(a) License to Podium Products. Subject to the terms and conditions of this Agreement, Podium grants to Partner a limited, non-exclusive, non-transferable, non-sublicensable right to (i) resell the Podium Products to End Users in the Territory; (ii) make the Podium Products available to End Users; and (iii) unless otherwise specified in Partner’s PPA, internally use the Podium Products solely to support Partner’s rights and obligations under this Agreement.
(b) End User Sublicensing. Subject to these Terms, Partner may allow End Users to access and use the Podium Products. Prior to accessing or using the Podium Products, Partner must require each End User to accept Podium Master Terms of Service (currently available at https://legal.podium.com/#termsofservice-us). Partner will promptly notify Podium of any breach of a material obligation under the Podium Master Terms of Service. Any terms and conditions of any End User Subscription Agreement executed between Partner and End User in connection with a purchase of the Podium Products that are different from or in addition to the terms and conditions of the Podium Master Terms of Service are not binding on Podium and are ineffective. Each End User Subscription added by Partner will be contracted for a minimum of 12 months. If an End User terminates all services with Partner, including Podium Products, Partner may submit a written early contract termination request to Podium. Partner may not offer any discounts on Podium AI or Podium Phones, unless otherwise agreed to in writing between Podium and Partner.
(c) Reseller Partner Responsibilities. Partner will prospect, identify, and promote Podium Products to Reseller Leads. Partner will register each Reseller Lead and applicable End User Transaction in accordance with these Terms. Partner will conduct all business under Partner’s own name and in accordance with the highest business standards, acting in good faith and in compliance with all laws, and not perform any act that would or might reflect adversely upon Podium’s business, products, or brand integrity.
(d) General Restrictions. Except as explicitly provided in this Agreement or expressly permitted by applicable law, Partner will not, and will not permit or authorize End Users or other third parties to (i) decompile, disassemble, reverse engineer, or otherwise attempt to discern the source code of the Podium Services; (ii) copy, modify, enhance, or otherwise create derivative works of the Podium Services; (iii) develop methods to enable unauthorized use of the Podium Services; (iv) develop product(s) or service(s) that are competitive or substantially similar to the Podium Services in violation of Podium’s proprietary or intellectual property rights or Partner’s confidentiality obligations hereunder; or (v) white label any Podium Services.
(e) Export Restrictions. Partner will not distribute the Podium Services outside the Territory or in any foreign territory where any of the Podium Master Terms of Service would be unenforceable, where the terms would not provide the protections to Podium and the Podium Services intended under this Agreement, or where there is a significant risk that the Podium Services would fall into the public domain. Partner will not directly or indirectly import, export, or re-export the Podium Services outside the United States without obtaining all permits and licenses as may be required by, and conforming with, all applicable laws and regulations of the governments of the United States and the foreign territory. Partner represents and warrants that Partner is not located in, under the control of, or a national or resident of any country on the United States Commerce Department’s Table of Denial Orders.
2. RESELLER LEAD & END USER TRANSACTION REGISTRATION
2.1. Requirements. Partner must identify and register Reseller Leads, and confirm all End User Transactions, through the Partner Portal or via any other registration method designated or approved by Podium in writing. Podium will provide Partner electronic or written confirmation of its acceptance or rejection of a Reseller Lead. Each Reseller Lead submitted to Podium that Podium has accepted will be referred to as a “Qualified Reseller Lead.” The date on which such acceptance is given will be referred to, with respect to such Qualified Reseller Lead, the “Qualified Reseller Lead Date.” Following the Qualified Reseller Lead Date, Partner will have a three (3)-month period of non-solicitation from Podium, unless Partner notifies Podium that they are no longer in an active sales process. Upon completion of an End User Transaction, Partner will confirm such transaction by communicating it to Podium via the Partner Portal or in writing to Partner’s assigned Podium Partner Manager.
2.2. Acceptance. In order for a Reseller Lead to be accepted as a Qualified Reseller Lead, the following conditions must be met in each case:
(a) Partner must provide contact and other information sufficient to validate that the Reseller Lead is a legitimate entity, business, or person.
(b) Information submitted as a Reseller Lead must be made in good faith based on Partner’s actual contacts with the approval of the business owner or primary business operator of the Reseller Lead.
(c) If two or more Podium partners attempt to register the same Reseller Lead to Podium within a three (3)-month period, the first partner to submit the Reseller Lead will have rights to such Reseller Lead unless and until the Reseller Lead by the first partner is marked with a “closed lost” status in Podium’s system due to inability to complete a sale.
2.3. Rejection. Podium may reject a Reseller Lead submission for any of the following reasons:
(a) Such Reseller Lead is:
(i) a current Client of Podium, or a former Client that has canceled its Podium Services subscription within the last 60 days,
(ii) a former or current partner of Podium,
(iii) an active Podium sales opportunity with contact in the past three (3) months, or
(iv) a marketing lead of Podium at the time the applicable Reseller Lead is is submitted to Podium by Partner;
(b) Such Reseller Lead has already been submitted to Podium by another partner (though Podium may, in its sole discretion, accept the same Reseller Lead from multiple partners, subject to Section 2.2(c) above);
(c) Such Reseller Lead does not meet Podium’s qualifications for its Clients for reasons of credit worthiness, type of business, or location, including for any reasons set forth in the Podium Master Terms of Service or the Podium Acceptable Use Policy (currently available at https://legal.podium.com/#aup-us) (“Podium AUP”).;
(d) Partner fails submit the Reseller Lead in accordance with the procedures designated by Podium in this Agreement or Partner fails to comply with any other procedure or policy set forth in the Partner Portal: or
(e) Such Reseller Lead is identified as a competitor to Podium.
3. PRODUCT ONBOARDING AND SUPPORT SERVICES
3.1. Delivery of Podium Products and API. Subject to Partner’s and, as applicable, each End User’s performance of its duties and obligations under this Agreement, including but not limited to timely payment of all applicable payments to Podium, Podium will use commercially reasonable efforts to make the Podium Services available to End Users following new End User Transaction. Upon Partner’s written request, Podium will deliver to Partner, at Podium’s option, either an application program interface (API) or defined user interface for transferring data to and from the Podium Services. If Partner accesses or uses any Podium API, Partner must comply with Podium’s applicable API policies, including the Podium API Terms of Use (currently available at https://partner-terms.podium.com/#api-tou-us).
3.2. Tiered Support. Unless otherwise specified in Partner’s PPA, Partner will provide primary support for the Podium Products and the components thereof. Podium will offer secondary support on technical issues, troubleshooting, and system integrations.
3.3. Technical Contacts. The individuals listed by Partner in the applicable PPA will be the primary contacts with regard to the Support Services. Partner party will provide Podium with written notice if its technical contact is changed. Partner will select technical contacts that have been trained in the operation of the Podium Products.
4. RESELLER PAYMENTS
4.1. Pricing & Payment. Partner will pay Podium the applicable fees for all End User Subscriptions according to the Reseller pricing specified in Partner’s PPA, including any exhibits attached thereto (“Reseller Fees”). Partner will be responsible for the Reseller Fees applicable to each End User Subscription beginning on the day the End User Transaction is confirmed in writing to Podium, and on a prorated basis for the remainder of the first month of each End User Subscription. Thereafter, Partner will pay the applicable Reseller Fees at the beginning of each month of the End User Subscription, except as otherwise agreed by the parties in writing. Partner is responsible to keep an active credit card on file with Podium for payment of all Reseller Fees. Credit card information may be updated through Podium’s Accounts Receivable team. Partner bears sole responsibility to pay for all accepted End User Subscriptions regardless of any non-payments by any of its End Users.
4.2. Currency and Late Payment. In the event Partner does not pay the Reseller Fees due for any End User’s Subscription within fifteen (15) days after notice of non-payment from Podium: (a) the unpaid fees will incur a late fee equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount allowed by applicable law, and (b) Podium may suspend the End User’s access to the Podium Services while any payment is delinquent. Podium will communicate directly with End User if communication with Partner cannot be established. Unless otherwise specified in Partner’s PPA, all amounts payable under this Agreement are denominated in United States dollars, and Partner will pay all such amounts in United States dollars.
PART C- ADDITIONAL TERMS APPLICABLE TO REFERRAL PARTNER
In addition to the terms and conditions set forth in Part A above, this Part C applies to all partners designated as Referral Partners in the applicable PPA.
1. REFERRAL PARTNER ELIGIBILITY, APPOINTMENT AND RESPONSIBILITIES
1.1. Eligibility Criteria. To be eligible for appointment and ongoing participation in the Podium Partner Program as a Referral Partner, Partner must agree to and comply with the following Eligibility Criteria:
(a) Partner must enroll as a Podium Referral Partner by: (a) by executing a valid PPA or (b) completing enrollment via the Podium Partner Portal. Partner’s enrollment must be accepted by Podium, and Podium may reject Partner’s enrollment for any reason.
(b) To the extent applicable, Partner must complete all necessary training and/or certifications, as reasonably required by Podium from time to time.
(c) Partner must accept and comply with all applicable terms set forth in the PPA and this Agreement, all as amended from time to time.
1.2. Appointment. Subject to the terms of this Agreement and the applicable PPA, Podium hereby appoints Partner as a non-exclusive representative in the Territory to market to, solicit, and/or refer potential End Users to Podium to purchase Podium Services. Partner will not have the authority, express or implied, to make any commitment or incur any obligation on behalf of Podium other than making referrals as set forth in this Agreement.
1.3. Referral Partner Responsibilities. Partner will prospect, identify, and promote Podium Services to Referral Leads. Partner will register each Referral Lead in accordance with these Terms. Partner will conduct all business under Partner’s own name and in accordance with the highest business standards, acting in good faith and in compliance with all laws, and not perform any act that would or might reflect adversely upon Podium’s business, products, or brand integrity.
1.4. General Restrictions. Except as explicitly provided in this Agreement or expressly permitted by applicable law, Partner will not, and will not permit or authorize its employees or other third parties to (a) decompile, disassemble, reverse engineer, or otherwise attempt to discern the source code of the Podium Services; (b) copy, modify, enhance, or otherwise create derivative works of the Podium Services; (c) develop methods to enable unauthorized use of the Podium Services; (d) develop product(s) or service(s) that are competitive or substantially similar to the Podium Services in violation of Podium’s proprietary or intellectual property rights or Partner’s confidentiality obligations hereunder; or (e) white label any Podium Services.
2. LEAD REGISTRATION
2.1. Requirements. Partner must identify and register Referral Leads through the Partner Portal or via any other registration method designated or approved by Podium in writing. Each Referral Lead must include, at a minimum, the information required in the Partner Portal registration form, or as otherwise specified by Podium, including but not limited to Referral Lead name and contact details. Podium will provide Partner electronic or written confirmation of its acceptance (or denial) of a Referral Lead. Each Referral Lead submitted to Podium which Podium has accepted in writing will be referred to as a “Qualified Referral Lead.” The date on which such acceptance is given will be referred to, with respect to such Qualified Referral Lead, as the “Qualified Referral Lead Date.” To the extent Podium shares affiliate links with Partner for use with Referral Leads, Partner will not share such affiliate links publicly in any manner.
2.2. Acceptance. In order for a Referral Lead to be accepted as a Qualified Referral Lead, Partner must meet the following conditions:
(a) Partner must provide contact and other information sufficient to validate that the Referral Lead is a legitimate entity, business, or person.
(b) Information submitted for a Referral Lead must be made in good faith based on Partner’s actual contacts with the approval of the business owner or primary business operator.
(c) If two or more Podium Referral Partners refer the same Referral Lead to Podium within a three (3)-month period, the first partner to submit the Referral Lead information will earn the Referral Payment unless the Referral Lead by the first partner is marked with a “closed lost” status in Podium’s system due to inability to complete a sale.
2.3. Rejection. Podium may reject a Referral Lead submission for any of the following reasons:
(a) Such Referral Lead is:
(i) a current Client of Podium, or a former Client that has canceled Podium within the last 60 days,
(ii) a former or current partner of Podium,
(iii) an active Podium sales opportunity with contact in the past 30 days, or
(iv) a marketing lead of Podium at the time the applicable Referral Lead is made to Podium by Partner;
(b) Such Referral Lead has already been submitted to Podium by another partner (though Podium may, in its sole discretion, accept the same Referral Lead from multiple partners, subject to Section 2.2(c) above);
(c) Such Referral Lead does not meet Podium’s qualifications for its Clients for reasons of credit worthiness, type of business, or location, including for any reasons set forth in the Podium Master Terms of Service or the Podium AUP;
(d) Partner fails to submit the Referral Lead in accordance with the procedures designated by Podium in this Agreement or Partner fails to comply with any other procedure or policy set forth in the Partner Portal: or
(e) Such Referral Lead is identified as a competitor to Podium.
3. REFERRAL PAYMENT
3.1. Referral Payment Calculation. Subject to the terms of this Agreement, Podium will pay Partner a one-time commission for each Qualified Referral Lead that completes an End User Transaction directly with Podium during the Term (the “Referral Payment”). The Referral Payment will be calculated as a percentage (using the percentage set forth in Partner’s PPA or the applicable Partner Portal commission report) of the annual subscription fees for each applicable End User Transaction (excluding subscription fees for Podium AI or Podium Phones). For clarity, no Referral Payment(s) will be made on any non-subscription based Podium Services, including Podium Payments. Further, no Referral Payment(s) will be made on any subscriptions for Podium AI, Podium Phones, or any other Podium products developed after the date of the PPA, unless otherwise expressly agreed to in writing by the Podium and the Partner.
3.2. Referral Payment Schedule. Referral Payments will be calculated within the first week of the month following the applicable End User Transaction. The Referral Payment will be issued within forty-five (45) days after the end of the month in which the Referral Payment accrued.
3.3. Requirements. In order to receive payment under this Agreement, Partner must:
(a) Not be in breach of any of the terms and conditions of this Agreement;
(b) Provide to Podium all necessary information for payment, including but not limited to Partner’s banking account information and/or mailing address;
(c) Prior to commencing Partner activities, submit to Podium the necessary tax documents (i.e., a fully completed Form W-9 including Partner’s Tax Identification Number for U.S.-based partners, or Form W-8BEN or W-8BEN-E for non-U.S.- based partners); and
(d) Notify Podium in writing of any changes to Partner’s address, banking information, or other information necessary to complete a Referral Payment.
3.4. Delays; Forfeiture. Failure to submit Form W-9 (or Form W-8BEN or W-8BEN-E tax forms, where applicable) before the first payout of the Referral Payment or to keep payment information up to date may result in delay of payment. Additionally, notwithstanding the forgoing or anything to the contrary in this Agreement, if: (a) any of the requirements set forth in Section 3.3 above remain outstanding for six (6) months immediately following the End User Transaction for Partner’s Qualified Referral Lead, or (b) Podium has attempted to pay Partner a Referral Payment by bank transfer or by check at least twice and both attempts have been unsuccessful, then Partner’s right to receive a Referral Payment for that Qualified Referral Lead will be forever forfeited (“Forfeited Payment”). Podium assumes no obligation or responsibility to pay Partner a Referral Payment once it has been designated a Forfeited Payment.
Effective October 17th 2024 to May 13th 2025
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Table of Contents
Podium Partner Program Terms
This is an agreement between you (“Partner” or “you”) and Podium Corporation, Inc. (“Podium,” “we,” or “us”). By clicking to accept these terms, by enrolling in the Podium Partner Program (as defined herein), by marketing or offering Podium Product(s) or Service(s) to Leads or End User(s) (as defined below) under these terms, or by signing or clicking to accept any agreement referencing these Terms, you agree to all the applicable terms and conditions of these Podium Partner Terms (“Terms” or “Agreement”).
By accepting this Agreement you represent and warrant that you have the legal power and authority to enter into this Agreement. If Partner is an entity, you represent and warrant that this Agreement is entered into by an employee or agent with all necessary authority to bind that entity to this Agreement.
We may periodically update these Terms. We might also choose to replace these Terms in their entirety if, for example, the Podium Partner Program ends or becomes part of another program. If we update or replace the Terms we will notify you in accordance with Section 15.7 below. If you don’t agree to any material update or replacement, you may choose to terminate as we describe below.
This Agreement addresses different types of partner activities. Part A applies to all partner types. Part B applies to Reseller Partners and Part C applies to Referral Partners, each as defined below. If you do not participate in partner activities described in Parts B or C, then these Parts of the Agreement do not apply to you.
If you have entered into another agreement with Podium concerning your role as a Podium partner, the terms of that agreement control in the event of any conflict with these Terms.
PART A – TERMS APPLICABLE TO ALL PARTNERS
1. Definitions
1.1. "Content" means text, images, or other content that the Partner or End User selects or submits for use or incorporation with the Service.
1.2. "End User" means any person or entity that is a client or customer (or a potential client or customer) of Podium (“Client”) ,or is a Reseller Lead, or Referral Lead of Partner, and that purchases, accesses, or uses a Podium Service for its own use, but not for resale or further distribution.
1.3. "End User Subscription" means the agreed upon duration of an End User’s contract term for Podium Services, as specified in the applicable Podium Partner Agreement and/or End User Subscription Agreement. If no specific End User contract term requirements are specified in Partner’s Podium Partner Agreement and/or the applicable End User Subscription Agreement, the End User Subscription will mean 12 months.
1.4. "End User Subscription Agreement" means a quote, services or purchase agreement, order form, statement of work, online registration form, or other similar documentation, which details the Podium Services purchased by an End User and by which an End User agrees to a Subscription for Podium Services.
1.5. "End User Transaction" means the execution of an End User Subscription Agreement, whereby an End User contracts with Partner, or with Podium directly, for Podium Services.
1.6. “Lead” means a Reseller Lead or a Referral Lead, as applicable.
1.7. "Podium AI" means any of Podium’s artificial intelligence products or tools.
1.8. "Podium Partner Agreement" or “PPA” means a signed or otherwise executed or accepted agreement, including all attachments and/or exhibits, between Podium and Partner, referencing these Terms, authorizing Partner to participate in the Podium Partner Program, and detailing the specific terms applicable to Partner’s participation in the Podium Partner Program.
1.9. "Podium Product(s)" means the Podium Service(s) specified on Partner’s PPA, which Partner is authorized to sell, market, or promote, as applicable, but in no event will any “Podium Product” include any source code or object code. Provided however, Podium AI and/or any other Podium products developed after the date of the PPA shall not be automatically subject to any discounts, Partner fees, commissions, rebates, revenue shares, or any other Partner incentives.
1.10. "Partner Portal" means the website Podium assigns Partner access to in order for Partner to register a Lead, track the progress of Lead submissions, and monitor Referral or Reseller Payments, as applicable.
1.11. "Podium Service(s)" means, as more fully defined in Section 2.1 below, the specific proprietary product of Podium provided to Partner and/or End User for End User’s use during an End User Subscription. “Podium Services” does not include any Third-Party Product.
1.12. "Referral Lead" means a person, business, or entity submitted to Podium by a Podium Referral Partner in accordance with this Agreement for the purposes of entering into an End User Transaction for Podium Services and that is not otherwise a current Podium Client or has canceled a Podium Services subscription within the last 60 days.
1.13. "Referral Partner" means any entity, individual, or otherwise participating in the Podium Partner Program as a referral partner who is authorized to market to, solicit, and refer potential End Users to the Podium Products (as further described below).
1.14. “Reseller Lead” means a person, business, or entity submitted by a Podium Reseller Partner to Podium in accordance with the Terms of this Agreement for the purposes of entering into an End User Transaction.
1.15. "Reseller Partner" means any entity, individual, or otherwise participating in the Podium Partner Program as a reseller partner who is authorized under a Podium Partner Agreement to distribute, sell, and/or service the Podium Products and to contract with and bill End Users directly for purchased Podium Products (as further described below).
1.16. "Support Services" means any support and maintenance services related to the Podium Products.
1.17. "Territory" means the specific territory listed on Partner’s PPA. If no territory is listed on Partner’s PPA, “Territory” means the United States, Canada, and Australia.
1.18. "Third-Party Product" means any add-on, applications, integrations, software, code, online services, systems, and other products not developed by Podium.
Other terms are defined in other Sections of this Agreement
2. PODIUM TECHNOLOGY
2.1. Podium Services. Podium provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “Voice,” and “Campaigns”), payment processing and related services (“Payments”), Podium AI, certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time, including as more fully set forth at https://www.podium.com/pricing/ (together, the “Podium Services”). “Podium Services” also includes Podium.com (https://www.podium.com/), including all of its related applications, dashboards, or platforms (individually and collectively, the "Website") and any and all related or underlying documentation, technology, code, know-how, logos, and templates (including in any reports or output obtained from the Podium Services) related to the Podium Services, anything delivered as part of support or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Feedback. To the extent that Partner will have direct access to the Podium Services for reporting purposes or otherwise, Partner will be subject to, and must agree to, the applicable provisions of the Podium Master Terms of Service, currently available at https://legal.podium.com/#termsofservice-us, as amended from time to time ("Podium Master Terms of Service").
2.2. Modifications of the Services/Products. Podium may modify the Podium Product(s) set forth in the applicable PPA to include or remove any Podium Services, provided that Podium notifies Partner in writing at least thirty (30) days before any material change.
2.3. Beta Releases. From time to time, Podium may, in its sole discretion, invite Partner to use, resell, or offer for referral potential new services or features that are in development and not yet available to all partners or Podium Clients (“Beta Services,” as more fully defined in Podium’s Master Terms of Service). Beta Services may be subject to additional terms and conditions, which Podium will provide to Partner prior to Partner's Use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information of Podium and subject to the confidentiality provisions of this Agreement. Podium makes no guarantees or promises with respect to the continued availability of any Beta Services or that future versions of a Beta Services will be released or will be available under the same commercial or other terms. Notwithstanding anything herein to the contrary, Podium may discontinue the Beta Services at any time for any reason or no reason in Podium’s sole discretion, without liability.
3. PODIUM PARTNER PROGRAM
3.1. Overview. Subject to these Terms and any applicable PPA, Podium will provide Partner the opportunity to market, promote, sell, and/or refer Leads to purchase, access, or use certain Podium Products, and, as applicable, onboard and support End User usage of those Podium Products, through the partner program as set forth herein (the “Podium Partner Program”). If expressly authorized by an applicable PPA, Partner may participate in multiple partner activities, as described herein. If Partner is authorized and participates in multiple partner activities, Partner will be subject to all terms of this Agreement applicable to those activities.
3.2. Partner Obligations.
(a) Eligibility. To be eligible to participate as a Partner in the Podium Partner Program, you must agree to and comply with all applicable terms and conditions of this Agreement, including any applicable PPA, for the duration of the Term. Podium may terminate this Agreement and/or discontinue partner payments to you in accordance with the Terms, including if you fail to meet any of the applicable Eligibility Criteria (as more fully defined below) at any time.
(b) Compliance with Applicable Laws. Partner will, and will ensure that any third parties performing sales, marketing, or referral activities on its behalf, comply with all applicable foreign and domestic laws (including without limitation export laws, privacy regulations, and laws applicable to sending of unsolicited communication), governmental regulations, ordinances, and judicial administrative orders. Partner will not engage in any deceptive, misleading, illegal, or unethical activities, or activities that otherwise may be detrimental to Podium, Podium’s Clients, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Podium Products. Partner will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. Partner will not directly or indirectly export, re-export, or transfer the Podium Products to prohibited countries or individuals or permit use of the Podium Products by prohibited countries or individuals.
(c) Partner Rights and Permissions. Partner represents and warrants that: (i) Partner has all sufficient rights and permissions to provide the Lead or End User data to Podium for our use in sales and marketing efforts or as otherwise set forth in the PPA and these Terms; (ii) Partner’s participation in the Podium Partner Program will not conflict with any of its existing agreements or arrangements; and (iii) Partner owns or has sufficient rights to use and to grant to Podium our right to use Partner logos and trademarks as set forth herein.
(d) Sales and Marketing Practices. In selling, marketing, and/or promoting the Podium Products and otherwise performing under this Agreement, Partner will (i) not make any representations, warranties, or guarantees concerning the Podium Products that are inconsistent with or in addition to those made by Podium in this Agreement; or (ii) not advertise the Podium Product(s) at retail prices less than those set forth in the applicable PPA or as otherwise communicated to you in writing by your assigned Partner Manager.
(e) Cost of Marketing Activities. Unless otherwise set forth in the applicable PPA, Partner will bear all costs and expenses related to Partner’s marketing or promotion of Podium or the Podium Products under this Agreement.
(f) Duty to inform. Partner will promptly notify Podium of any information known to Partner that could reasonably lead to a claim, demand, or liability of or against Podium by any third party.
(g) Partner Manager. Each party will designate a single point of contact (“Partner Manager”) within its organization to manage the relationship established by this Agreement. Podium may change its Partner Manager at any time, and Partner may change its Partner Manager by providing written notice to Podium. The Partner Managers will meet as necessary to discuss the business relationship and manage the activities contemplated by this Agreement. Disputes, if any, that cannot be resolved by the Partner Managers will be escalated to more senior personnel for resolution.
4. PRICING, PAYMENTS, AND REPORTING
4.1 Pricing and Payments. Each party will make applicable payments of fees, commissions, rebates, revenue shares, and any other applicable payments under this Agreement according to the Terms and any applicable PPA. Unless agreed to in writing by Podium and the Partner, Podium does not provide discounts or pay any fees, commissions, rebates, revenue shares, or any other incentives related to Podium AI and/or any other Podium products developed after the date of the PPA.
4.3. Taxes. Other than net income taxes imposed on Podium, Partner will bear responsibility for all applicable taxes, duties, and other governmental charges (collectively, “taxes”) resulting from Partner’s activities under this Agreement. Partner will pay any additional taxes as are necessary to ensure that the net amounts received by Podium after all such taxes are paid are equal to the amounts that Podium would have been entitled to in accordance with this Agreement as if the taxes did not apply.
4.4. Records. During the Term of this Agreement and for three years after, Partner will maintain at its primary place of business full, true, and accurate books of account (kept in accordance with generally accepted accounting principles) and records concerning all transactions and activities under this Agreement. Such books and records will include and record, without limitation, all data that Partner is required to provide with respect to Podium Product purchases (including End User contact information) executed by Partner and any applicable Referral Leads.
4.5. Audit of Records. Podium, or its authorized agent, will have the right to examine and audit the books and records set forth in Section 4.3 at its own expense and upon reasonable prior notice during normal business hours. In the event of any dispute as to the sufficiency or accuracy of such records, Podium may have an independent auditor examine and certify such records at Podium’s expense, provided that Partner will be required to pay for such expenses if it is determined that Podium was underpaid amounts due to it, or that Partner was overpaid by Podium, by more than 5% for any annual period. Partner will make prompt adjustment to compensate for any errors or omissions disclosed by any such examination and certification of Partner’s records.
5. TERM AND TERMINATION
5.1. Term. Unless otherwise set forth in your PPA, this Agreement will commence upon the effective date of the applicable PPA and continue for 12 months (the “Initial Term”). This Agreement will automatically, and without further action by the parties hereto, renew for additional terms of 12 months (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either party hereto provides written notice of non-renewal to the other party no later than thirty (30) days prior to the end of the then-current Term, or this Agreement is terminated as otherwise set forth herein.
5.2. Termination without Cause. Unless otherwise specified in any applicable PPA, Podium may terminate this Agreement without cause by giving you 30 days prior written notice. No refunds will be given for termination pursuant to this section.
5.3. Termination for Cause. If either party fails to perform any of its material obligations under this Agreement, the other party may terminate this Agreement by giving 30 days prior written notice if the matters set forth in such notice are not cured to the other party’s reasonable satisfaction within the 30-day period. Additionally, Partner may terminate this Agreement upon 30 days prior written notice, in the event Podium makes material changes to these Terms to which Partner does not agree.
5.4. No Liability for Termination. Except as expressly required by law, if either party terminates this Agreement in accordance with any of the provisions of this Agreement, neither party will be liable to the other because of such termination for compensation, reimbursement, or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases, or commitments in connection with the business or goodwill of Podium or Partner. Termination will not, however, relieve either party of obligations incurred prior to the effective date of the termination.
5.5. Effects of Termination. If this Agreement is terminated for any reason: (a) Partner will pay to Podium any fees, reimbursable expenses, compensation, and other amounts that have accrued prior to the effective date of the termination; (b) any and all liabilities accrued prior to the effective date of the termination will survive; (c) Partner will immediately cease use of and cease providing access to the Podium Products; and (d) Partner will immediately cease to use all Podium Trademarks, and any listing by Partner of Podium’s name in any website, directory, public record, or elsewhere, must be removed by Partner as soon as possible. If Podium terminates this Agreement under Section 5, Podium’s payment obligations under this Agreement will immediately cease. The following provisions will survive any expiration or termination of this Agreement: Sections 4, 5, 8, 9, 10, 11, 13, 14, and 15. End User Subscription Agreements executed directly between the End User and Podium will survive in accordance with their terms.
6. PODIUM NAME AND TRADEMARK USAGE
6.1. Use of Company Names. Podium may identify Partner in Podium advertising and marketing materials as a Podium partner. Partner may identify Podium as the supplier of the Podium Products in Partner’s advertising and marketing materials if such materials are approved in writing in advance by Podium, which approval will not be unreasonably withheld.
6.2. Use of Podium Trademarks. Subject to the provisions of this Section 6, during the Term, Partner will have the right to advertise the Podium Products with Podium trademarks, trade names, service marks, and logos of Podium (“Podium Trademarks”), subject to Podium’s prior inspection and written approval of all materials bearing Podium Trademarks. All representations of Podium Trademarks that Partner intends to use will first be submitted to Podium for approval (which will not be unreasonably withheld) of design, color, and other details, or will be exact copies of those used by Podium. Partner will fully comply with all guidelines, if any, communicated by Podium concerning the use of Podium Trademarks. Partner will not alter or remove any Podium Trademarks contained on or within the Podium Products. Additionally, Partner will not: (a) use the Podium Trademarks or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media, or domain name (including without limitation top-level domains, sub-domains and page URLs), products, or services (including without limitation, in the name or design of any Application or Theme), unless granted express written permission by Podium in advance of each use; or (b) purchase or register search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, or domain names that use the Podium Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Podium Trademarks.
6.3. Rights in Podium Trademarks. Except as set forth in this Section 6, nothing contained in this Agreement will grant or will be deemed to grant to Partner any right, title, or interest in or to Podium Trademarks. All uses of Podium Trademarks and related goodwill will inure solely to Podium. Partner will obtain no rights or goodwill with respect to any Podium Trademarks, other than as expressly set forth in this Agreement, and Partner irrevocably assigns to Podium all such right, title, interest, and goodwill, if any, in any Podium Trademarks. At no time during or after the Term of this Agreement will Partner challenge or assist others to challenge any Podium Trademarks (except to the extent expressly required by applicable law) or the registration thereof or attempt to register any Podium Trademarks or marks or trade names that are confusingly similar to those of Podium.
7. PROPRIETARY RIGHTS AND NOTICES
7.1. Proprietary Rights. Podium will own all right, title, and interest in and to the Podium Services. Partner will not act to jeopardize, limit, or interfere in any manner with Podium’s ownership of and rights with respect to the Podium Services. Partner will have only those rights in or to the Podium Services or Podium Products expressly granted to it pursuant to this Agreement.
7.2. Proprietary Rights Notices. Partner and its employees and agents will not remove or alter any trademark, trade name, copyright, patent, patent pending, or other proprietary notices, legends, symbols, or labels appearing on the Podium Services or related documentation delivered by Podium.
8. DATA & OWNERSHIP
8.1. Data Ownership. The parties agree that each party will retain all right, title, and interest worldwide in its inventions and all applicable intellectual property rights, as of the effective date of this Agreement or the applicable PPA, or discovered, conceived, or reduced to practice by such party during the Term. The parties further agree that data transmitted under this Agreement (including, but not limited to, reports, structured data, and visual representations of data), together with all intellectual property rights in such data (“Data”), will be owned as follows: (a) Data transferred by Partner to Podium (excluding any Data provided to Podium to which Partner would not otherwise have any ownership rights) will be owned by Partner; (b) Data on or stored in Podium’s Products, Services, and platform will be owned by Podium (excluding any Data provided by Partner to which Podium would not otherwise have any ownership rights).
8.2. Monitoring. Partner understands and agrees that Podium, and any third-party platform(s) Partner or its End User(s) use or access in connection with the Podium Service(s), may monitor and analyze Content submitted by Partner or End User (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Podium Products, Podium Services or third-party platform; to improve Partner’s or End User’s experience using the Podium Products, Podium Services, or third-party platform; to customize and communicate informational or product offerings and promotions to Partner or End User; and/or to make the Podium Products, Podium Services, or third-party platform more helpful or useful to Partner, End User(s) and other users.
8.3. Feedback. If Partner elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, "Feedback"), Partner hereby grants Podium a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any such Feedback in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
9. LIMITED WARRANTY AND DISCLAIMER
9.1. Limited Warranty. Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement; and (c) the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
9.2. WARRANTY DISCLAIMER.
(a) EXCEPT FOR THE EXPRESS WARRANTY PROVIDED IN SECTION 9.1, ALL PODIUM SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM SERVICES WILL MEET PARTNER’S OR END USER’S REQUIREMENTS OR EXPECTATIONS, THAT PARTNER OR END USER DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM SERVICES WILL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY END USER PROPERTIES, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF END USER DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY END USER BASED UPON PODIUM SERVICES OR PODIUM’S RELATED TECHNOLOGY (INCLUDING CHANGES TO END USER PROPERTIES). THE DISCLAIMERS IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. PARTNER OR END USER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
(b) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE PODIUM SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE PODIUM SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE PODIUM SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS PARTNERS OR CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS PARTNERS OR CLIENT(S) WILL NOT CONSTITUTE LEGAL ADVICE. USE OF THE PODIUM SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
10. PODIUM INDEMNIFICATION
10.1. Infringement Indemnification. Podium will indemnify Partner against any third-party claims and related out-of-pocket costs, damages, liabilities, and out-of-pocket expenses arising from or pertaining to a claim that the Podium Services infringe upon any intellectual property rights of any third party if: (a) Partner gives Podium prompt written notice of the claim; (b) Podium has full and complete control over the defense and settlement of the claim; (c) Partner provides assistance in connection with the defense and settlement of the claim as Podium may reasonably request; and (d) Partner complies with any settlement or court order made in connection with the claim (e.g., relating to the future use of any infringing materials).
10.2. Mitigation of Infringement Action. If permitted use of the Podium Products or Podium Services is, or in Podium’s reasonable opinion is likely to become, enjoined or materially diminished as a result of a proceeding arising under Section 10.1, then Podium will either: (a) procure the continuing right to use of the Podium Products or Podium Services; (b) replace or modify the Podium Products or Podium Services in a functionally equivalent manner so that it no longer infringes; or if, despite its commercially reasonable efforts, Podium is unable to do either (a) or (b), Podium will (c) terminate the licenses with respect to the Podium Products or Podium Services subject to the infringement claim and refund to Partner all unused fees pre-paid by Partner (if any).
10.3. Exceptions. Podium will have no obligation under this Section 10 for any alleged infringement or misappropriation to the extent that it arises out of or is based upon: (a) use of the Podium Products or Podium Services in combination with other products if such alleged infringement or misappropriation would not have arisen but for such combination; (b) Podium Products or Podium Services that are provided to comply with designs, requirements, or specifications required by or provided by Partner, if the alleged infringement or misappropriation would not have arisen but for the compliance with such designs, requirements, or specifications; (c) use of Podium Products or Podium Services for purposes not intended; (d) failure to use Podium Products or Podium Services in accordance with instructions provided by Podium, if the alleged infringement or misappropriation would not have occurred but for such failure; or (e) any modification of the Podium Products or Podium Services not made or authorized in writing by Podium where such alleged infringement or misappropriation would not have occurred absent such modification. Partner is responsible for any costs or damages that result from these actions.
10.4. Exclusive Remedy. This Section 10 states Podium’s sole and exclusive liability, and Partner’s sole and exclusive remedy, for the actual or alleged infringement or misappropriation of any third-party intellectual property right by the Podium Products or Podium Services.
11. PARTNER INDEMNIFICATION
11.1. Partner will indemnify and hold Podium harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) any breach or alleged breach of Partner’s obligations under this Agreement, including but not limited to Podium’s use, as contemplated in this Agreement, of any Partner or End User information provided to Podium by Partner; (b) Partner’s negligence or willful misconduct; and (c) any claim of a governmental entity or other party that Partner has violated any law, rule, or regulation. Partner also agrees to defend Podium against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing, and the parties will reasonably cooperate on any defense. Partner must not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12. INSURANCE
12.1. Required Coverage. During the Term of this Agreement, Partner, at its sole cost and expense, will carry and maintain insurance with a reputable company or companies insuring Partner, its agents, employees, and associates from general liability, specifically covering personal and bodily injury and property damage. Partner must obtain insurance with limits reasonable for a company such as Partner.
12.2. Proof of Insurance. Upon written request, Partner will provide Podium with a Certificate of Insurance stating that the foregoing insurance policies are in full force and effect. Partner will require each insurer to give Partner 30 days’ written notice before the policy or policies are canceled or materially altered.
13. CONFIDENTIAL INFORMATION
13.1. Definition. “Confidential Information” means any trade secrets or other information of a party, whether of a technical, business, or other nature (including, without limitation, information relating to a party’s technology, software, products, services, designs, methodologies, business plans, finances, marketing plans, customers, prospects, or other affairs), that is disclosed to a party during the Term of this Agreement and that such party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party. Confidential Information does not include any information that: (a) was known to the receiving party prior to receiving the same from the disclosing party in connection with this Agreement; (b) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party; (c) is acquired by the receiving party from another source without restriction as to use or disclosure; or (d) is or becomes part of the public domain through no fault or action of the receiving party.
13.2. Restricted Use and Nondisclosure. During and after the Term of this Agreement, each party will: (a) use the other party’s Confidential Information solely for the purpose for which it is provided; (b) not disclose the other party’s Confidential Information to a third party unless the third party must access the Confidential Information to perform in accordance with this Agreement, and the third party has executed a written agreement that contains terms that are substantially similar to the terms contained in this Section 13; and (c) maintain the secrecy of, and protect from unauthorized use and disclosure, the other party’s Confidential Information to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature.
13.3. Required Disclosure. If either party is required by law to disclose the Confidential Information or the Terms, the disclosing party must give prompt written notice of such requirement before such disclosure, to the extent permitted by law, and assist the non-disclosing party in obtaining an order protecting the Confidential Information from public disclosure.
13.4. Return of Materials. Upon the termination or expiration of this Agreement, or upon earlier request, each party will deliver to the other or destroy all Confidential Information that it may have in its possession or control. Notwithstanding the foregoing, neither party will be required to return materials that it must retain in order to receive the benefits of this Agreement or properly perform in accordance with this Agreement.
14. LIMITATION OF LIABILITY
14.1. IN NO EVENT WILL PODIUM, ITS SHAREHOLDERS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL PODIUM’S TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT AND USE OF THE PODIUM SERVICES AND PODIUM PRODUCTS (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED IN AGGREGATE THE TOTAL AMOUNT PAID OR PAYABLE BY PARTNER TO PODIUM IN RELATION TO THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE PARTIES AGREE THAT THIS SECTION WILL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE PODIUM PARTNER PROGRAM CAN BE MADE AVAILABLE ONLY BECAUSE OF PODIUM’S RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. SOME STATES LIMIT THE APPLICABILITY OF SUCH LIMITATIONS AND DISCLAIMERS. IN THOSE STATES, THE LIMITATIONS AND DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT ALLOWED BY LAW.
15. GENERAL
15.1. Independent Contractors. Although the term “partner” is used throughout the Agreement, the relationship of the parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement should be construed to give either party the power to: (a) act as an agent; or (b) direct or control the day-to-day activities of the other. Financial and other obligations associated with each party’s business are the sole responsibility of that party.
15.2. Non-Exclusivity. Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the parties to this Agreement. This Agreement will not restrict either party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations. Additionally, Podium is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with Partner’s products or services, regardless of their similarity to Partner’s products or services, provided that Podium does violate its confidentiality obligations to do so.
15.3. Direct Sales by Podium. Podium reserves the unrestricted right to market, distribute, sell, and upsell the Podium Products and Podium Services worldwide, including without limitation through original equipment manufacturers, value added resellers, and other third-party intermediaries, and directly to End Users.
15.4. Assignability. Partner may not assign its rights, duties, or obligations under this Agreement without Podium’s prior written consent, except in connection with a merger, acquisition, or sale or exclusive license of all or substantially all of Partner’s assets to a party that could not reasonably be deemed a competitor of Podium. If consent is given, this Agreement will bind Partner’s successors and assigns. Any attempt by Partner to transfer its rights, duties, or obligations under this Agreement except as expressly provided in this Agreement is void.
15.5. Non-Solicitation; Noncompetition. During the Term of this Agreement and for a period of one year thereafter, Partner will not, directly or indirectly, (a) employ or solicit the employment or services of an employee of Podium; or (b) develop or offer for sale, or license, to any End User or other third party any tools or services that directly compete with or are substantially similar to any Podium Services without the prior express written consent of Podium.
15.6. Notices. Any notice or communication to Podium under this Agreement must be in writing. Partner must send any notices under this Agreement (including breach notices) to Podium Headquarters and include "Attn. Legal Department" in the subject line or, if by email, to legal@podium.com. Podium may send notices to the email addresses listed on Partner’s PPA or Partner Portal account, or, at Podium’s option, to Partner’s last-known postal address.
15.7. Amendments; Waivers. Podium may update or modify these Terms (including referenced policies and other documents) from time to time by posting a revised version on the Website, Podium Service, or Partner Portal, or by notification via the email associated with your Podium Partner account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue your activity as a partner. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Renewal Term. Your continued activity as a Partner, following notice of any material update, will also constitute acceptance of the updated Terms. Immaterial modifications will become effective upon posting or notification. If you do not agree to the updated Terms, you will no longer have the right to continue as a Podium Partner. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
15.8. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except Partner’s payment obligations to Podium) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order. Each party will use reasonable efforts to mitigate the effect of any force majeure event.
15.9. Governing Law. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
15.10. Severability; Binding Effect. If any provision of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of the terms will not be impaired. The Agreement will be binding on and inure to the benefit of the parties and their heirs, personal representatives, successors, and permitted assigns.
15.11. Interpretation. The parties have had an equal opportunity to review this Agreement and the attached exhibits, if any. No ambiguity will be construed against any party based upon a claim that that party drafted the ambiguous language. The headings appearing at the beginning of several sections contained in this Agreement have been inserted for identification and reference purposes only and must not be used to construe or interpret this Agreement. Whenever required by context, a singular number will include the plural, the plural number will include the singular, and the gender of any pronoun will include all genders.
15.12. Counterparts. This Agreement may be executed in any number of identical counterparts, notwithstanding that the parties have not signed the same counterpart, with the same effect as if the parties had signed the same document. All counterparts will be construed as and constitute the same agreement. This Agreement may also be executed and delivered by facsimile or other electronic transmission and such execution and delivery will have the same force and effect of an original document with original signatures.
15.13. Entire Agreement. This Agreement, including all exhibits and the applicable PPA, is the final and complete expression of the agreement between these parties regarding the Agreement’s subject matter. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement. No employee, agent, or other representative of Podium has any authority to bind Podium with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement. Any terms provided by Partner (including as part of any purchase order or other business form used by Partner) are for administrative purposes only and have no legal effect.
PART B- ADDITIONAL TERMS APPLICABLE TO RESELLER PARTNERS
In addition to the terms and conditions set forth in Part A above, this Part B applies to all partners designated as Reseller Partners in the applicable PPA.
1. RESELLER PARTNER ELIGIBILITY, APPOINTMENT AND RESPONSIBILITIES
1.1. Eligibility Criteria. To be eligible for appointment and ongoing participation in the Podium Partner Program as a Reseller Partner, Partner must agree to and comply with the following Eligibility Criteria:
(a) Partner must enroll as a Podium Reseller Partner by: (i) executing a valid PPA; or (ii) completing enrollment via the Podium Partner Portal. Partner’s enrollment must be accepted by Podium, and Podium may reject Partner’s enrollment for any reason.
(b) To the extent applicable, Partner must complete all necessary training and/or certifications, as reasonably required by Podium from time to time.
(c) Partner must accept and comply with all applicable terms of the PPA and this Agreement, all as amended from time to time.
(d) Partner's End User Account cancellation percentages, in the aggregate, must remain below levels reasonably acceptable to Podium.
1.2. Authorization and Appointment. Subject to Partner’s acceptance of and ongoing compliance with these Terms and any applicable PPA, Podium hereby authorizes and appoints Partner as a non-exclusive reseller and distributor of the Podium Products specified in Partner’s PPA. Although the terms “distribute,” “sell,” and “sale” may be used throughout this Agreement, the parties recognize and agree that the Podium Products are only licensed and/or sublicensed, not sold.
1.3. License Grants and Restrictions
(a) License to Podium Products. Subject to the terms and conditions of this Agreement, Podium grants to Partner a limited, non-exclusive, non-transferable, non-sublicensable right to (i) resell the Podium Products to End Users in the Territory; (ii) make the Podium Products available to End Users; and (iii) unless otherwise specified in Partner’s PPA, internally use the Podium Products solely to support Partner’s rights and obligations under this Agreement.
(b) End User Sublicensing. Subject to these Terms, Partner may allow End Users to access and use the Podium Products. Prior to accessing or using the Podium Products, Partner must require each End User to accept Podium Master Terms of Service (currently available at https://legal.podium.com/#termsofservice-us). Partner will promptly notify Podium of any breach of a material obligation under the Podium Master Terms of Service. Any terms and conditions of any End User Subscription Agreement executed between Partner and End User in connection with a purchase of the Podium Products that are different from or in addition to the terms and conditions of the Podium Master Terms of Service are not binding on Podium and are ineffective. Each End User Subscription added by Partner will be contracted for a minimum of 12 months. If an End User terminates all services with Partner, including Podium Products, Partner may submit a written early contract termination request to Podium. Partner may not offer any discounts on Podium AI, unless otherwise agreed to in writing between Podium and Partner.
(c) Reseller Partner Responsibilities. Partner will prospect, identify, and promote Podium Products to Reseller Leads. Partner will register each Reseller Lead and applicable End User Transaction in accordance with these Terms. Partner will conduct all business under Partner’s own name and in accordance with the highest business standards, acting in good faith and in compliance with all laws, and not perform any act that would or might reflect adversely upon Podium’s business, products, or brand integrity.
(d) General Restrictions. Except as explicitly provided in this Agreement or expressly permitted by applicable law, Partner will not, and will not permit or authorize End Users or other third parties to (i) decompile, disassemble, reverse engineer, or otherwise attempt to discern the source code of the Podium Services; (ii) copy, modify, enhance, or otherwise create derivative works of the Podium Services; (iii) develop methods to enable unauthorized use of the Podium Services; (iv) develop product(s) or service(s) that are competitive or substantially similar to the Podium Services in violation of Podium’s proprietary or intellectual property rights or Partner’s confidentiality obligations hereunder; or (v) white label any Podium Services.
(e) Export Restrictions. Partner will not distribute the Podium Services outside the Territory or in any foreign territory where any of the Podium Master Terms of Service would be unenforceable, where the terms would not provide the protections to Podium and the Podium Services intended under this Agreement, or where there is a significant risk that the Podium Services would fall into the public domain. Partner will not directly or indirectly import, export, or re-export the Podium Services outside the United States without obtaining all permits and licenses as may be required by, and conforming with, all applicable laws and regulations of the governments of the United States and the foreign territory. Partner represents and warrants that Partner is not located in, under the control of, or a national or resident of any country on the United States Commerce Department’s Table of Denial Orders.
2. RESELLER LEAD & END USER TRANSACTION REGISTRATION
2.1. Requirements. Partner must identify and register Reseller Leads, and confirm all End User Transactions, through the Partner Portal or via any other registration method designated or approved by Podium in writing. Podium will provide Partner electronic or written confirmation of its acceptance or rejection of a Reseller Lead. Each Reseller Lead submitted to Podium that Podium has accepted will be referred to as a “Qualified Reseller Lead.” The date on which such acceptance is given will be referred to, with respect to such Qualified Reseller Lead, the “Qualified Reseller Lead Date.” Following the Qualified Reseller Lead Date, Partner will have a three (3)-month period of non-solicitation from Podium, unless Partner notifies Podium that they are no longer in an active sales process. Upon completion of an End User Transaction, Partner will confirm such transaction by communicating it to Podium via the Partner Portal or in writing to Partner’s assigned Podium Partner Manager.
2.2. Acceptance. In order for a Reseller Lead to be accepted as a Qualified Reseller Lead, the following conditions must be met in each case:
(a) Partner must provide contact and other information sufficient to validate that the Reseller Lead is a legitimate entity, business, or person.
(b) Information submitted as a Reseller Lead must be made in good faith based on Partner’s actual contacts with the approval of the business owner or primary business operator of the Reseller Lead.
(c) If two or more Podium partners attempt to register the same Reseller Lead to Podium within a three (3)-month period, the first partner to submit the Reseller Lead will have rights to such Reseller Lead unless and until the Reseller Lead by the first partner is marked with a “closed lost” status in Podium’s system due to inability to complete a sale.
2.3. Rejection. Podium may reject a Reseller Lead submission for any of the following reasons:
(a) Such Reseller Lead is:
(i) a current Client of Podium, or a former Client that has canceled its Podium Services subscription within the last 60 days,
(ii) a former or current partner of Podium,
(iii) an active Podium sales opportunity with contact in the past three (3) months, or
(iv) a marketing lead of Podium at the time the applicable Reseller Lead is is submitted to Podium by Partner;
(b) Such Reseller Lead has already been submitted to Podium by another partner (though Podium may, in its sole discretion, accept the same Reseller Lead from multiple partners, subject to Section 2.2(c) above);
(c) Such Reseller Lead does not meet Podium’s qualifications for its Clients for reasons of credit worthiness, type of business, or location, including for any reasons set forth in the Podium Master Terms of Service or the Podium Acceptable Use Policy (currently available at https://legal.podium.com/#aup-us) (“Podium AUP”).;
(d) Partner fails submit the Reseller Lead in accordance with the procedures designated by Podium in this Agreement or Partner fails to comply with any other procedure or policy set forth in the Partner Portal: or
(e) Such Reseller Lead is identified as a competitor to Podium.
3. PRODUCT ONBOARDING AND SUPPORT SERVICES
3.1. Delivery of Podium Products and API. Subject to Partner’s and, as applicable, each End User’s performance of its duties and obligations under this Agreement, including but not limited to timely payment of all applicable payments to Podium, Podium will use commercially reasonable efforts to make the Podium Services available to End Users following new End User Transaction. Upon Partner’s written request, Podium will deliver to Partner, at Podium’s option, either an application program interface (API) or defined user interface for transferring data to and from the Podium Services. If Partner accesses or uses any Podium API, Partner must comply with Podium’s applicable API policies, including the Podium API Terms of Use (currently available at https://partner-terms.podium.com/#api-tou-us).
3.2. Tiered Support. Unless otherwise specified in Partner’s PPA, Partner will provide primary support for the Podium Products and the components thereof. Podium will offer secondary support on technical issues, troubleshooting, and system integrations.
3.3. Technical Contacts. The individuals listed by Partner in the applicable PPA will be the primary contacts with regard to the Support Services. Partner party will provide Podium with written notice if its technical contact is changed. Partner will select technical contacts that have been trained in the operation of the Podium Products.
4. RESELLER PAYMENTS
4.1. Pricing & Payment. Partner will pay Podium the applicable fees for all End User Subscriptions according to the Reseller pricing specified in Partner’s PPA, including any exhibits attached thereto (“Reseller Fees”). Partner will be responsible for the Reseller Fees applicable to each End User Subscription beginning on the day the End User Transaction is confirmed in writing to Podium, and on a prorated basis for the remainder of the first month of each End User Subscription. Thereafter, Partner will pay the applicable Reseller Fees at the beginning of each month of the End User Subscription, except as otherwise agreed by the parties in writing. Partner is responsible to keep an active credit card on file with Podium for payment of all Reseller Fees. Credit card information may be updated through Podium’s Accounts Receivable team. Partner bears sole responsibility to pay for all accepted End User Subscriptions regardless of any non-payments by any of its End Users.
4.2. Currency and Late Payment. In the event Partner does not pay the Reseller Fees due for any End User’s Subscription within fifteen (15) days after notice of non-payment from Podium: (a) the unpaid fees will incur a late fee equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount allowed by applicable law, and (b) Podium may suspend the End User’s access to the Podium Services while any payment is delinquent. Podium will communicate directly with End User if communication with Partner cannot be established. Unless otherwise specified in Partner’s PPA, all amounts payable under this Agreement are denominated in United States dollars, and Partner will pay all such amounts in United States dollars.
PART C- ADDITIONAL TERMS APPLICABLE TO REFERRAL PARTNER
In addition to the terms and conditions set forth in Part A above, this Part C applies to all partners designated as Referral Partners in the applicable PPA.
1. REFERRAL PARTNER ELIGIBILITY, APPOINTMENT AND RESPONSIBILITIES
1.1. Eligibility Criteria. To be eligible for appointment and ongoing participation in the Podium Partner Program as a Referral Partner, Partner must agree to and comply with the following Eligibility Criteria:
(a) Partner must enroll as a Podium Referral Partner by: (a) by executing a valid PPA or (b) completing enrollment via the Podium Partner Portal. Partner’s enrollment must be accepted by Podium, and Podium may reject Partner’s enrollment for any reason.
(b) To the extent applicable, Partner must complete all necessary training and/or certifications, as reasonably required by Podium from time to time.
(c) Partner must accept and comply with all applicable terms set forth in the PPA and this Agreement, all as amended from time to time.
1.2. Appointment. Subject to the terms of this Agreement and the applicable PPA, Podium hereby appoints Partner as a non-exclusive representative in the Territory to market to, solicit, and/or refer potential End Users to Podium to purchase Podium Services. Partner will not have the authority, express or implied, to make any commitment or incur any obligation on behalf of Podium other than making referrals as set forth in this Agreement.
1.3. Referral Partner Responsibilities. Partner will prospect, identify, and promote Podium Services to Referral Leads. Partner will register each Referral Lead in accordance with these Terms. Partner will conduct all business under Partner’s own name and in accordance with the highest business standards, acting in good faith and in compliance with all laws, and not perform any act that would or might reflect adversely upon Podium’s business, products, or brand integrity.
1.4. General Restrictions. Except as explicitly provided in this Agreement or expressly permitted by applicable law, Partner will not, and will not permit or authorize its employees or other third parties to (a) decompile, disassemble, reverse engineer, or otherwise attempt to discern the source code of the Podium Services; (b) copy, modify, enhance, or otherwise create derivative works of the Podium Services; (c) develop methods to enable unauthorized use of the Podium Services; (d) develop product(s) or service(s) that are competitive or substantially similar to the Podium Services in violation of Podium’s proprietary or intellectual property rights or Partner’s confidentiality obligations hereunder; or (e) white label any Podium Services.
2. LEAD REGISTRATION
2.1. Requirements. Partner must identify and register Referral Leads through the Partner Portal or via any other registration method designated or approved by Podium in writing. Each Referral Lead must include, at a minimum, the information required in the Partner Portal registration form, or as otherwise specified by Podium, including but not limited to Referral Lead name and contact details. Podium will provide Partner electronic or written confirmation of its acceptance (or denial) of a Referral Lead. Each Referral Lead submitted to Podium which Podium has accepted in writing will be referred to as a “Qualified Referral Lead.” The date on which such acceptance is given will be referred to, with respect to such Qualified Referral Lead, as the “Qualified Referral Lead Date.” To the extent Podium shares affiliate links with Partner for use with Referral Leads, Partner will not share such affiliate links publicly in any manner.
2.2. Acceptance. In order for a Referral Lead to be accepted as a Qualified Referral Lead, Partner must meet the following conditions:
(a) Partner must provide contact and other information sufficient to validate that the Referral Lead is a legitimate entity, business, or person.
(b) Information submitted for a Referral Lead must be made in good faith based on Partner’s actual contacts with the approval of the business owner or primary business operator.
(c) If two or more Podium Referral Partners refer the same Referral Lead to Podium within a three (3)-month period, the first partner to submit the Referral Lead information will earn the Referral Payment unless the Referral Lead by the first partner is marked with a “closed lost” status in Podium’s system due to inability to complete a sale.
2.3. Rejection. Podium may reject a Referral Lead submission for any of the following reasons:
(a) Such Referral Lead is:
(i) a current Client of Podium, or a former Client that has canceled Podium within the last 60 days,
(ii) a former or current partner of Podium,
(iii) an active Podium sales opportunity with contact in the past 30 days, or
(iv) a marketing lead of Podium at the time the applicable Referral Lead is made to Podium by Partner;
(b) Such Referral Lead has already been submitted to Podium by another partner (though Podium may, in its sole discretion, accept the same Referral Lead from multiple partners, subject to Section 2.2(c) above);
(c) Such Referral Lead does not meet Podium’s qualifications for its Clients for reasons of credit worthiness, type of business, or location, including for any reasons set forth in the Podium Master Terms of Service or the Podium AUP;
(d) Partner fails to submit the Referral Lead in accordance with the procedures designated by Podium in this Agreement or Partner fails to comply with any other procedure or policy set forth in the Partner Portal: or
(e) Such Referral Lead is identified as a competitor to Podium.
3. REFERRAL PAYMENT
3.1. Referral Payment Calculation. Subject to the terms of this Agreement, Podium will pay Partner a one-time commission for each Qualified Referral Lead that completes an End User Transaction directly with Podium during the Term (the “Referral Payment”). The Referral Payment will be calculated as a percentage (using the percentage set forth in Partner’s PPA or the applicable Partner Portal commission report) of the annual subscription fees for each applicable End User Transaction (excluding subscription fees for Podium AI). For clarity, no Referral Payment(s) will be made on any non-subscription based Podium Services, including Podium Payments. Further, no Referral Payment(s) will be made on any subscriptions for Podium AI or any other Podium products developed after the date of the PPA, unless otherwise expressly agreed to in writing by the Podium and the Partner.
3.2. Referral Payment Schedule. Referral Payments will be calculated within the first week of the month following the applicable End User Transaction. The Referral Payment will be issued within forty-five (45) days after the end of the month in which the Referral Payment accrued.
3.3. Requirements. In order to receive payment under this Agreement, Partner must:
(a) Not be in breach of any of the terms and conditions of this Agreement;
(b) Provide to Podium all necessary information for payment, including but not limited to Partner’s banking account information and/or mailing address;
(c) Prior to commencing Partner activities, submit to Podium the necessary tax documents (i.e., a fully completed Form W-9 including Partner’s Tax Identification Number for U.S.-based partners, or Form W-8BEN or W-8BEN-E for non-U.S.- based partners); and
(d) Notify Podium in writing of any changes to Partner’s address, banking information, or other information necessary to complete a Referral Payment.
3.4. Delays; Forfeiture. Failure to submit Form W-9 (or Form W-8BEN or W-8BEN-E tax forms, where applicable) before the first payout of the Referral Payment or to keep payment information up to date may result in delay of payment. Additionally, notwithstanding the forgoing or anything to the contrary in this Agreement, if: (a) any of the requirements set forth in Section 3.3 above remain outstanding for six (6) months immediately following the End User Transaction for Partner’s Qualified Referral Lead, or (b) Podium has attempted to pay Partner a Referral Payment by bank transfer or by check at least twice and both attempts have been unsuccessful, then Partner’s right to receive a Referral Payment for that Qualified Referral Lead will be forever forfeited (“Forfeited Payment”). Podium assumes no obligation or responsibility to pay Partner a Referral Payment once it has been designated a Forfeited Payment.
Effective September 20th 2024 to October 17th 2024
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Table of Contents
Podium Partner Program Terms
This is an agreement between you (“Partner” or “you”) and Podium Corporation, Inc. (“Podium,” “we,” or “us”). By clicking to accept these terms, by enrolling in the Podium Partner Program (as defined herein), by marketing or offering Podium Product(s) or Service(s) to Leads or End User(s) (as defined below) under these terms, or by signing or clicking to accept any agreement referencing these Terms, you agree to all the applicable terms and conditions of these Podium Partner Terms (“Terms” or “Agreement”).
By accepting this Agreement you represent and warrant that you have the legal power and authority to enter into this Agreement. If Partner is an entity, you represent and warrant that this Agreement is entered into by an employee or agent with all necessary authority to bind that entity to this Agreement.
We may periodically update these Terms. We might also choose to replace these Terms in their entirety if, for example, the Podium Partner Program ends or becomes part of another program. If we update or replace the Terms we will notify you in accordance with Section 15.7 below. If you don’t agree to any material update or replacement, you may choose to terminate as we describe below.
This Agreement addresses different types of partner activities. Part A applies to all partner types. Part B applies to Reseller Partners and Part C applies to Referral Partners, each as defined below. If you do not participate in partner activities described in Parts B or C, then these Parts of the Agreement do not apply to you.
If you have entered into another agreement with Podium concerning your role as a Podium partner, the terms of that agreement control in the event of any conflict with these Terms.
PART A – TERMS APPLICABLE TO ALL PARTNERS
1. Definitions
1.1. "Content" means text, images, or other content that the Partner or End User selects or submits for use or incorporation with the Service.
1.2. "End User" means any person or entity that is a client or customer (or a potential client or customer) of Podium (“Client”) ,or is a Reseller Lead, or Referral Lead of Partner, and that purchases, accesses, or uses a Podium Service for its own use, but not for resale or further distribution.
1.3. "End User Subscription" means the agreed upon duration of an End User’s contract term for Podium Services, as specified in the applicable Podium Partner Agreement and/or End User Subscription Agreement. If no specific End User contract term requirements are specified in Partner’s Podium Partner Agreement and/or the applicable End User Subscription Agreement, the End User Subscription will mean 12 months.
1.4. "End User Subscription Agreement" means a quote, services or purchase agreement, order form, statement of work, online registration form, or other similar documentation, which details the Podium Services purchased by an End User and by which an End User agrees to a Subscription for Podium Services.
1.5. "End User Transaction" means the execution of an End User Subscription Agreement, whereby an End User contracts with Partner, or with Podium directly, for Podium Services.
1.6. “Lead” means a Reseller Lead or a Referral Lead, as applicable.
1.7. "Podium AI" means any of Podium’s artificial intelligence products or tools.
1.8. "Podium Partner Agreement" or “PPA” means a signed or otherwise executed or accepted agreement, including all attachments and/or exhibits, between Podium and Partner, referencing these Terms, authorizing Partner to participate in the Podium Partner Program, and detailing the specific terms applicable to Partner’s participation in the Podium Partner Program.
1.9. "Podium Product(s)" means the Podium Service(s) specified on Partner’s PPA, which Partner is authorized to sell, market, or promote, as applicable, but in no event will any “Podium Product” include any source code or object code. Provided however, Podium AI and/or any other Podium products developed after the date of the PPA shall not be automatically subject to any discounts, Partner fees, commissions, rebates, revenue shares, or any other Partner incentives.
1.10. "Partner Portal" means the website Podium assigns Partner access to in order for Partner to register a Lead, track the progress of Lead submissions, and monitor Referral or Reseller Payments, as applicable.
1.11. "Podium Service(s)" means, as more fully defined in Section 2.1 below, the specific proprietary product of Podium provided to Partner and/or End User for End User’s use during an End User Subscription. “Podium Services” does not include any Third-Party Product.
1.12. "Referral Lead" means a person, business, or entity submitted to Podium by a Podium Referral Partner in accordance with this Agreement for the purposes of entering into an End User Transaction for Podium Services and that is not otherwise a current Podium Client or has canceled a Podium Services subscription within the last 60 days.
1.13. "Referral Partner" means any entity, individual, or otherwise participating in the Podium Partner Program as a referral partner who is authorized to market to, solicit, and refer potential End Users to the Podium Products (as further described below).
1.14. “Reseller Lead” means a person, business, or entity submitted by a Podium Reseller Partner to Podium in accordance with the Terms of this Agreement for the purposes of entering into an End User Transaction.
1.15. "Reseller Partner" means any entity, individual, or otherwise participating in the Podium Partner Program as a reseller partner who is authorized under a Podium Partner Agreement to distribute, sell, and/or service the Podium Products and to contract with and bill End Users directly for purchased Podium Products (as further described below).
1.16. "Support Services" means any support and maintenance services related to the Podium Products.
1.17. "Territory" means the specific territory listed on Partner’s PPA. If no territory is listed on Partner’s PPA, “Territory” means the United States, Canada, and Australia.
1.18. "Third-Party Product" means any add-on, applications, integrations, software, code, online services, systems, and other products not developed by Podium.
Other terms are defined in other Sections of this Agreement
2. PODIUM TECHNOLOGY
2.1. Podium Services. Podium provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “Voice,” and “Campaigns”), payment processing and related services (“Payments”), Podium AI, certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time, including as more fully set forth at https://www.podium.com/pricing/ (together, the “Podium Services”). “Podium Services” also includes Podium.com (https://www.podium.com/), including all of its related applications, dashboards, or platforms (individually and collectively, the "Website") and any and all related or underlying documentation, technology, code, know-how, logos, and templates (including in any reports or output obtained from the Podium Services) related to the Podium Services, anything delivered as part of support or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Feedback. To the extent that Partner will have direct access to the Podium Services for reporting purposes or otherwise, Partner will be subject to, and must agree to, the applicable provisions of the Podium Master Terms of Service, currently available at https://legal.podium.com/#termsofservice-us, as amended from time to time ("Podium Master Terms of Service").
2.2. Modifications of the Services/Products. Podium may modify the Podium Product(s) set forth in the applicable PPA to include or remove any Podium Services, provided that Podium notifies Partner in writing at least thirty (30) days before any material change.
2.3. Beta Releases. From time to time, Podium may, in its sole discretion, invite Partner to use, resell, or offer for referral potential new services or features that are in development and not yet available to all partners or Podium Clients (“Beta Services,” as more fully defined in Podium’s Master Terms of Service). Beta Services may be subject to additional terms and conditions, which Podium will provide to Partner prior to Partner's Use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information of Podium and subject to the confidentiality provisions of this Agreement. Podium makes no guarantees or promises with respect to the continued availability of any Beta Services or that future versions of a Beta Services will be released or will be available under the same commercial or other terms. Notwithstanding anything herein to the contrary, Podium may discontinue the Beta Services at any time for any reason or no reason in Podium’s sole discretion, without liability.
3. PODIUM PARTNER PROGRAM
3.1. Overview. Subject to these Terms and any applicable PPA, Podium will provide Partner the opportunity to market, promote, sell, and/or refer Leads to purchase, access, or use certain Podium Products, and, as applicable, onboard and support End User usage of those Podium Products, through the partner program as set forth herein (the “Podium Partner Program”). If expressly authorized by an applicable PPA, Partner may participate in multiple partner activities, as described herein. If Partner is authorized and participates in multiple partner activities, Partner will be subject to all terms of this Agreement applicable to those activities.
3.2. Partner Obligations.
(a) Eligibility. To be eligible to participate as a Partner in the Podium Partner Program, you must agree to and comply with all applicable terms and conditions of this Agreement, including any applicable PPA, for the duration of the Term. Podium may terminate this Agreement and/or discontinue partner payments to you in accordance with the Terms, including if you fail to meet any of the applicable Eligibility Criteria (as more fully defined below) at any time.
(b) Compliance with Applicable Laws. Partner will, and will ensure that any third parties performing sales, marketing, or referral activities on its behalf, comply with all applicable foreign and domestic laws (including without limitation export laws, privacy regulations, and laws applicable to sending of unsolicited communication), governmental regulations, ordinances, and judicial administrative orders. Partner will not engage in any deceptive, misleading, illegal, or unethical activities, or activities that otherwise may be detrimental to Podium, Podium’s Clients, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Podium Products. Partner will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. Partner will not directly or indirectly export, re-export, or transfer the Podium Products to prohibited countries or individuals or permit use of the Podium Products by prohibited countries or individuals.
(c) Partner Rights and Permissions. Partner represents and warrants that: (i) Partner has all sufficient rights and permissions to provide the Lead or End User data to Podium for our use in sales and marketing efforts or as otherwise set forth in the PPA and these Terms; (ii) Partner’s participation in the Podium Partner Program will not conflict with any of its existing agreements or arrangements; and (iii) Partner owns or has sufficient rights to use and to grant to Podium our right to use Partner logos and trademarks as set forth herein.
(d) Sales and Marketing Practices. In selling, marketing, and/or promoting the Podium Products and otherwise performing under this Agreement, Partner will (i) not make any representations, warranties, or guarantees concerning the Podium Products that are inconsistent with or in addition to those made by Podium in this Agreement; or (ii) not advertise the Podium Product(s) at retail prices less than those set forth in the applicable PPA or as otherwise communicated to you in writing by your assigned Partner Manager.
(e) Cost of Marketing Activities. Unless otherwise set forth in the applicable PPA, Partner will bear all costs and expenses related to Partner’s marketing or promotion of Podium or the Podium Products under this Agreement.
(f) Duty to inform. Partner will promptly notify Podium of any information known to Partner that could reasonably lead to a claim, demand, or liability of or against Podium by any third party.
(g) Partner Manager. Each party will designate a single point of contact (“Partner Manager”) within its organization to manage the relationship established by this Agreement. Podium may change its Partner Manager at any time, and Partner may change its Partner Manager by providing written notice to Podium. The Partner Managers will meet as necessary to discuss the business relationship and manage the activities contemplated by this Agreement. Disputes, if any, that cannot be resolved by the Partner Managers will be escalated to more senior personnel for resolution.
4. PRICING, PAYMENTS, AND REPORTING
4.1 Pricing and Payments. Each party will make applicable payments of fees, commissions, rebates, revenue shares, and any other applicable payments under this Agreement according to the Terms and any applicable PPA. Unless agreed to in writing by Podium and the Partner, Podium does not provide discounts or pay any fees, commissions, rebates, revenue shares, or any other incentives related to Podium AI and/or any other Podium products developed after the date of the PPA.
4.3. Taxes. Other than net income taxes imposed on Podium, Partner will bear responsibility for all applicable taxes, duties, and other governmental charges (collectively, “taxes”) resulting from Partner’s activities under this Agreement. Partner will pay any additional taxes as are necessary to ensure that the net amounts received by Podium after all such taxes are paid are equal to the amounts that Podium would have been entitled to in accordance with this Agreement as if the taxes did not apply.
4.4. Records. During the Term of this Agreement and for three years after, Partner will maintain at its primary place of business full, true, and accurate books of account (kept in accordance with generally accepted accounting principles) and records concerning all transactions and activities under this Agreement. Such books and records will include and record, without limitation, all data that Partner is required to provide with respect to Podium Product purchases (including End User contact information) executed by Partner and any applicable Referral Leads.
4.5. Audit of Records. Podium, or its authorized agent, will have the right to examine and audit the books and records set forth in Section 4.3 at its own expense and upon reasonable prior notice during normal business hours. In the event of any dispute as to the sufficiency or accuracy of such records, Podium may have an independent auditor examine and certify such records at Podium’s expense, provided that Partner will be required to pay for such expenses if it is determined that Podium was underpaid amounts due to it, or that Partner was overpaid by Podium, by more than 5% for any annual period. Partner will make prompt adjustment to compensate for any errors or omissions disclosed by any such examination and certification of Partner’s records.
5. TERM AND TERMINATION
5.1. Term. Unless otherwise set forth in your PPA, this Agreement will commence upon the effective date of the applicable PPA and continue for 12 months (the “Initial Term”). This Agreement will automatically, and without further action by the parties hereto, renew for additional terms of 12 months (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either party hereto provides written notice of non-renewal to the other party no later than thirty (30) days prior to the end of the then-current Term, or this Agreement is terminated as otherwise set forth herein.
5.2. Termination without Cause. Unless otherwise specified in any applicable PPA, Podium may terminate this Agreement without cause by giving you 30 days prior written notice. No refunds will be given for termination pursuant to this section.
5.3. Termination for Cause. If either party fails to perform any of its material obligations under this Agreement, the other party may terminate this Agreement by giving 30 days prior written notice if the matters set forth in such notice are not cured to the other party’s reasonable satisfaction within the 30-day period. Additionally, Partner may terminate this Agreement upon 30 days prior written notice, in the event Podium makes material changes to these Terms to which Partner does not agree.
5.4. No Liability for Termination. Except as expressly required by law, if either party terminates this Agreement in accordance with any of the provisions of this Agreement, neither party will be liable to the other because of such termination for compensation, reimbursement, or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases, or commitments in connection with the business or goodwill of Podium or Partner. Termination will not, however, relieve either party of obligations incurred prior to the effective date of the termination.
5.5. Effects of Termination. If this Agreement is terminated for any reason: (a) Partner will pay to Podium any fees, reimbursable expenses, compensation, and other amounts that have accrued prior to the effective date of the termination; (b) any and all liabilities accrued prior to the effective date of the termination will survive; (c) Partner will immediately cease use of and cease providing access to the Podium Products; and (d) Partner will immediately cease to use all Podium Trademarks, and any listing by Partner of Podium’s name in any website, directory, public record, or elsewhere, must be removed by Partner as soon as possible. If Podium terminates this Agreement under Section 5, Podium’s payment obligations under this Agreement will immediately cease. The following provisions will survive any expiration or termination of this Agreement: Sections 4, 5, 8, 9, 10, 11, 13, 14, and 15. End User Subscription Agreements executed directly between the End User and Podium will survive in accordance with their terms.
6. PODIUM NAME AND TRADEMARK USAGE
6.1. Use of Company Names. Podium may identify Partner in Podium advertising and marketing materials as a Podium partner. Partner may identify Podium as the supplier of the Podium Products in Partner’s advertising and marketing materials if such materials are approved in writing in advance by Podium, which approval will not be unreasonably withheld.
6.2. Use of Podium Trademarks. Subject to the provisions of this Section 6, during the Term, Partner will have the right to advertise the Podium Products with Podium trademarks, trade names, service marks, and logos of Podium (“Podium Trademarks”), subject to Podium’s prior inspection and written approval of all materials bearing Podium Trademarks. All representations of Podium Trademarks that Partner intends to use will first be submitted to Podium for approval (which will not be unreasonably withheld) of design, color, and other details, or will be exact copies of those used by Podium. Partner will fully comply with all guidelines, if any, communicated by Podium concerning the use of Podium Trademarks. Partner will not alter or remove any Podium Trademarks contained on or within the Podium Products. Additionally, Partner will not: (a) use the Podium Trademarks or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media, or domain name (including without limitation top-level domains, sub-domains and page URLs), products, or services (including without limitation, in the name or design of any Application or Theme), unless granted express written permission by Podium in advance of each use; or (b) purchase or register search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, or domain names that use the Podium Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Podium Trademarks.
6.3. Rights in Podium Trademarks. Except as set forth in this Section 6, nothing contained in this Agreement will grant or will be deemed to grant to Partner any right, title, or interest in or to Podium Trademarks. All uses of Podium Trademarks and related goodwill will inure solely to Podium. Partner will obtain no rights or goodwill with respect to any Podium Trademarks, other than as expressly set forth in this Agreement, and Partner irrevocably assigns to Podium all such right, title, interest, and goodwill, if any, in any Podium Trademarks. At no time during or after the Term of this Agreement will Partner challenge or assist others to challenge any Podium Trademarks (except to the extent expressly required by applicable law) or the registration thereof or attempt to register any Podium Trademarks or marks or trade names that are confusingly similar to those of Podium.
7. PROPRIETARY RIGHTS AND NOTICES
7.1. Proprietary Rights. Podium will own all right, title, and interest in and to the Podium Services. Partner will not act to jeopardize, limit, or interfere in any manner with Podium’s ownership of and rights with respect to the Podium Services. Partner will have only those rights in or to the Podium Services or Podium Products expressly granted to it pursuant to this Agreement.
7.2. Proprietary Rights Notices. Partner and its employees and agents will not remove or alter any trademark, trade name, copyright, patent, patent pending, or other proprietary notices, legends, symbols, or labels appearing on the Podium Services or related documentation delivered by Podium.
8. DATA & OWNERSHIP
8.1. Data Ownership. The parties agree that each party will retain all right, title, and interest worldwide in its inventions and all applicable intellectual property rights, as of the effective date of this Agreement or the applicable PPA, or discovered, conceived, or reduced to practice by such party during the Term. The parties further agree that data transmitted under this Agreement (including, but not limited to, reports, structured data, and visual representations of data), together with all intellectual property rights in such data (“Data”), will be owned as follows: (a) Data transferred by Partner to Podium (excluding any Data provided to Podium to which Partner would not otherwise have any ownership rights) will be owned by Partner; (b) Data on or stored in Podium’s Products, Services, and platform will be owned by Podium (excluding any Data provided by Partner to which Podium would not otherwise have any ownership rights).
8.2. Monitoring. Partner understands and agrees that Podium, and any third-party platform(s) Partner or its End User(s) use or access in connection with the Podium Service(s), may monitor and analyze Content submitted by Partner or End User (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Podium Products, Podium Services or third-party platform; to improve Partner’s or End User’s experience using the Podium Products, Podium Services, or third-party platform; to customize and communicate informational or product offerings and promotions to Partner or End User; and/or to make the Podium Products, Podium Services, or third-party platform more helpful or useful to Partner, End User(s) and other users.
8.3. Feedback. If Partner elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, "Feedback"), Partner hereby grants Podium a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any such Feedback in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
9. LIMITED WARRANTY AND DISCLAIMER
9.1. Limited Warranty. Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement; and (c) the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
9.2. WARRANTY DISCLAIMER.
(a) EXCEPT FOR THE EXPRESS WARRANTY PROVIDED IN SECTION 9.1, ALL PODIUM SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM SERVICES WILL MEET PARTNER’S OR END USER’S REQUIREMENTS OR EXPECTATIONS, THAT PARTNER OR END USER DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM SERVICES WILL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY END USER PROPERTIES, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF END USER DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY END USER BASED UPON PODIUM SERVICES OR PODIUM’S RELATED TECHNOLOGY (INCLUDING CHANGES TO END USER PROPERTIES). THE DISCLAIMERS IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. PARTNER OR END USER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
(b) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE PODIUM SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE PODIUM SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE PODIUM SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS PARTNERS OR CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS PARTNERS OR CLIENT(S) WILL NOT CONSTITUTE LEGAL ADVICE. USE OF THE PODIUM SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
10. PODIUM INDEMNIFICATION
10.1. Infringement Indemnification. Podium will indemnify Partner against any third-party claims and related out-of-pocket costs, damages, liabilities, and out-of-pocket expenses arising from or pertaining to a claim that the Podium Services infringe upon any intellectual property rights of any third party if: (a) Partner gives Podium prompt written notice of the claim; (b) Podium has full and complete control over the defense and settlement of the claim; (c) Partner provides assistance in connection with the defense and settlement of the claim as Podium may reasonably request; and (d) Partner complies with any settlement or court order made in connection with the claim (e.g., relating to the future use of any infringing materials).
10.2. Mitigation of Infringement Action. If permitted use of the Podium Products or Podium Services is, or in Podium’s reasonable opinion is likely to become, enjoined or materially diminished as a result of a proceeding arising under Section 10.1, then Podium will either: (a) procure the continuing right to use of the Podium Products or Podium Services; (b) replace or modify the Podium Products or Podium Services in a functionally equivalent manner so that it no longer infringes; or if, despite its commercially reasonable efforts, Podium is unable to do either (a) or (b), Podium will (c) terminate the licenses with respect to the Podium Products or Podium Services subject to the infringement claim and refund to Partner all unused fees pre-paid by Partner (if any).
10.3. Exceptions. Podium will have no obligation under this Section 10 for any alleged infringement or misappropriation to the extent that it arises out of or is based upon: (a) use of the Podium Products or Podium Services in combination with other products if such alleged infringement or misappropriation would not have arisen but for such combination; (b) Podium Products or Podium Services that are provided to comply with designs, requirements, or specifications required by or provided by Partner, if the alleged infringement or misappropriation would not have arisen but for the compliance with such designs, requirements, or specifications; (c) use of Podium Products or Podium Services for purposes not intended; (d) failure to use Podium Products or Podium Services in accordance with instructions provided by Podium, if the alleged infringement or misappropriation would not have occurred but for such failure; or (e) any modification of the Podium Products or Podium Services not made or authorized in writing by Podium where such alleged infringement or misappropriation would not have occurred absent such modification. Partner is responsible for any costs or damages that result from these actions.
10.4. Exclusive Remedy. This Section 10 states Podium’s sole and exclusive liability, and Partner’s sole and exclusive remedy, for the actual or alleged infringement or misappropriation of any third-party intellectual property right by the Podium Products or Podium Services.
11. PARTNER INDEMNIFICATION
11.1. Partner will indemnify and hold Podium harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) any breach or alleged breach of Partner’s obligations under this Agreement, including but not limited to Podium’s use, as contemplated in this Agreement, of any Partner or End User information provided to Podium by Partner; (b) Partner’s negligence or willful misconduct; and (c) any claim of a governmental entity or other party that Partner has violated any law, rule, or regulation. Partner also agrees to defend Podium against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing, and the parties will reasonably cooperate on any defense. Partner must not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12. INSURANCE
12.1. Required Coverage. During the Term of this Agreement, Partner, at its sole cost and expense, will carry and maintain insurance with a reputable company or companies insuring Partner, its agents, employees, and associates from general liability, specifically covering personal and bodily injury and property damage. Partner must obtain insurance with limits reasonable for a company such as Partner.
12.2. Proof of Insurance. Upon written request, Partner will provide Podium with a Certificate of Insurance stating that the foregoing insurance policies are in full force and effect. Partner will require each insurer to give Partner 30 days’ written notice before the policy or policies are canceled or materially altered.
13. CONFIDENTIAL INFORMATION
13.1. Definition. “Confidential Information” means any trade secrets or other information of a party, whether of a technical, business, or other nature (including, without limitation, information relating to a party’s technology, software, products, services, designs, methodologies, business plans, finances, marketing plans, customers, prospects, or other affairs), that is disclosed to a party during the Term of this Agreement and that such party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party. Confidential Information does not include any information that: (a) was known to the receiving party prior to receiving the same from the disclosing party in connection with this Agreement; (b) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party; (c) is acquired by the receiving party from another source without restriction as to use or disclosure; or (d) is or becomes part of the public domain through no fault or action of the receiving party.
13.2. Restricted Use and Nondisclosure. During and after the Term of this Agreement, each party will: (a) use the other party’s Confidential Information solely for the purpose for which it is provided; (b) not disclose the other party’s Confidential Information to a third party unless the third party must access the Confidential Information to perform in accordance with this Agreement, and the third party has executed a written agreement that contains terms that are substantially similar to the terms contained in this Section 13; and (c) maintain the secrecy of, and protect from unauthorized use and disclosure, the other party’s Confidential Information to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature.
13.3. Required Disclosure. If either party is required by law to disclose the Confidential Information or the Terms, the disclosing party must give prompt written notice of such requirement before such disclosure, to the extent permitted by law, and assist the non-disclosing party in obtaining an order protecting the Confidential Information from public disclosure.
13.4. Return of Materials. Upon the termination or expiration of this Agreement, or upon earlier request, each party will deliver to the other or destroy all Confidential Information that it may have in its possession or control. Notwithstanding the foregoing, neither party will be required to return materials that it must retain in order to receive the benefits of this Agreement or properly perform in accordance with this Agreement.
14. LIMITATION OF LIABILITY
14.1. IN NO EVENT WILL PODIUM, ITS SHAREHOLDERS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL PODIUM’S TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT AND USE OF THE PODIUM SERVICES AND PODIUM PRODUCTS (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED IN AGGREGATE THE TOTAL AMOUNT PAID OR PAYABLE BY PARTNER TO PODIUM IN RELATION TO THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE PARTIES AGREE THAT THIS SECTION WILL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE PODIUM PARTNER PROGRAM CAN BE MADE AVAILABLE ONLY BECAUSE OF PODIUM’S RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. SOME STATES LIMIT THE APPLICABILITY OF SUCH LIMITATIONS AND DISCLAIMERS. IN THOSE STATES, THE LIMITATIONS AND DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT ALLOWED BY LAW.
15. GENERAL
15.1. Independent Contractors. Although the term “partner” is used throughout the Agreement, the relationship of the parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement should be construed to give either party the power to: (a) act as an agent; or (b) direct or control the day-to-day activities of the other. Financial and other obligations associated with each party’s business are the sole responsibility of that party.
15.2. Non-Exclusivity. Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the parties to this Agreement. This Agreement will not restrict either party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations. Additionally, Podium is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with Partner’s products or services, regardless of their similarity to Partner’s products or services, provided that Podium does violate its confidentiality obligations to do so.
15.3. Direct Sales by Podium. Podium reserves the unrestricted right to market, distribute, sell, and upsell the Podium Products and Podium Services worldwide, including without limitation through original equipment manufacturers, value added resellers, and other third-party intermediaries, and directly to End Users.
15.4. Assignability. Partner may not assign its rights, duties, or obligations under this Agreement without Podium’s prior written consent, except in connection with a merger, acquisition, or sale or exclusive license of all or substantially all of Partner’s assets to a party that could not reasonably be deemed a competitor of Podium. If consent is given, this Agreement will bind Partner’s successors and assigns. Any attempt by Partner to transfer its rights, duties, or obligations under this Agreement except as expressly provided in this Agreement is void.
15.5. Non-Solicitation; Noncompetition. During the Term of this Agreement and for a period of six months thereafter, neither party hereto will solicit any End User of the other party to cease doing business with such other party; provided, however, that this provision will not limit the ability of a party to continue servicing such End User(s) with respect to services performed by such party during the Term of this Agreement. Additionally, during the Term of this Agreement and for a period of one year thereafter, Partner will not, directly or indirectly, (a) employ or solicit the employment or services of an employee of Podium; or (b) develop or offer for sale, or license, to any End User or other third party any tools or services that directly compete with or are substantially similar to any Podium Services without the prior express written consent of Podium.
15.6. Notices. Any notice or communication to Podium under this Agreement must be in writing. Partner must send any notices under this Agreement (including breach notices) to Podium Headquarters and include "Attn. Legal Department" in the subject line or, if by email, to legal@podium.com. Podium may send notices to the email addresses listed on Partner’s PPA or Partner Portal account, or, at Podium’s option, to Partner’s last-known postal address.
15.7. Amendments; Waivers. Podium may update or modify these Terms (including referenced policies and other documents) from time to time by posting a revised version on the Website, Podium Service, or Partner Portal, or by notification via the email associated with your Podium Partner account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue your activity as a partner. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Renewal Term. Your continued activity as a Partner, following notice of any material update, will also constitute acceptance of the updated Terms. Immaterial modifications will become effective upon posting or notification. If you do not agree to the updated Terms, you will no longer have the right to continue as a Podium Partner. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
15.8. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except Partner’s payment obligations to Podium) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order. Each party will use reasonable efforts to mitigate the effect of any force majeure event.
15.9. Governing Law. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
15.10. Severability; Binding Effect. If any provision of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of the terms will not be impaired. The Agreement will be binding on and inure to the benefit of the parties and their heirs, personal representatives, successors, and permitted assigns.
15.11. Interpretation. The parties have had an equal opportunity to review this Agreement and the attached exhibits, if any. No ambiguity will be construed against any party based upon a claim that that party drafted the ambiguous language. The headings appearing at the beginning of several sections contained in this Agreement have been inserted for identification and reference purposes only and must not be used to construe or interpret this Agreement. Whenever required by context, a singular number will include the plural, the plural number will include the singular, and the gender of any pronoun will include all genders.
15.12. Counterparts. This Agreement may be executed in any number of identical counterparts, notwithstanding that the parties have not signed the same counterpart, with the same effect as if the parties had signed the same document. All counterparts will be construed as and constitute the same agreement. This Agreement may also be executed and delivered by facsimile or other electronic transmission and such execution and delivery will have the same force and effect of an original document with original signatures.
15.13. Entire Agreement. This Agreement, including all exhibits and the applicable PPA, is the final and complete expression of the agreement between these parties regarding the Agreement’s subject matter. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement. No employee, agent, or other representative of Podium has any authority to bind Podium with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement. Any terms provided by Partner (including as part of any purchase order or other business form used by Partner) are for administrative purposes only and have no legal effect.
PART B- ADDITIONAL TERMS APPLICABLE TO RESELLER PARTNERS
In addition to the terms and conditions set forth in Part A above, this Part B applies to all partners designated as Reseller Partners in the applicable PPA.
1. RESELLER PARTNER ELIGIBILITY, APPOINTMENT AND RESPONSIBILITIES
1.1. Eligibility Criteria. To be eligible for appointment and ongoing participation in the Podium Partner Program as a Reseller Partner, Partner must agree to and comply with the following Eligibility Criteria:
(a) Partner must enroll as a Podium Reseller Partner by: (i) executing a valid PPA; or (ii) completing enrollment via the Podium Partner Portal. Partner’s enrollment must be accepted by Podium, and Podium may reject Partner’s enrollment for any reason.
(b) To the extent applicable, Partner must complete all necessary training and/or certifications, as reasonably required by Podium from time to time.
(c) Partner must accept and comply with all applicable terms of the PPA and this Agreement, all as amended from time to time.
(d) Partner's End User Account cancellation percentages, in the aggregate, must remain below levels reasonably acceptable to Podium.
1.2. Authorization and Appointment. Subject to Partner’s acceptance of and ongoing compliance with these Terms and any applicable PPA, Podium hereby authorizes and appoints Partner as a non-exclusive reseller and distributor of the Podium Products specified in Partner’s PPA. Although the terms “distribute,” “sell,” and “sale” may be used throughout this Agreement, the parties recognize and agree that the Podium Products are only licensed and/or sublicensed, not sold.
1.3. License Grants and Restrictions
(a) License to Podium Products. Subject to the terms and conditions of this Agreement, Podium grants to Partner a limited, non-exclusive, non-transferable, non-sublicensable right to (i) resell the Podium Products to End Users in the Territory; (ii) make the Podium Products available to End Users; and (iii) unless otherwise specified in Partner’s PPA, internally use the Podium Products solely to support Partner’s rights and obligations under this Agreement.
(b) End User Sublicensing. Subject to these Terms, Partner may allow End Users to access and use the Podium Products. Prior to accessing or using the Podium Products, Partner must require each End User to accept Podium Master Terms of Service (currently available at https://legal.podium.com/#termsofservice-us). Partner will promptly notify Podium of any breach of a material obligation under the Podium Master Terms of Service. Any terms and conditions of any End User Subscription Agreement executed between Partner and End User in connection with a purchase of the Podium Products that are different from or in addition to the terms and conditions of the Podium Master Terms of Service are not binding on Podium and are ineffective. Each End User Subscription added by Partner will be contracted for a minimum of 12 months. If an End User terminates all services with Partner, including Podium Products, Partner may submit a written early contract termination request to Podium. Partner may not offer any discounts on Podium AI, unless otherwise agreed to in writing between Podium and Partner.
(c) Reseller Partner Responsibilities. Partner will prospect, identify, and promote Podium Products to Reseller Leads. Partner will register each Reseller Lead and applicable End User Transaction in accordance with these Terms. Partner will conduct all business under Partner’s own name and in accordance with the highest business standards, acting in good faith and in compliance with all laws, and not perform any act that would or might reflect adversely upon Podium’s business, products, or brand integrity.
(d) General Restrictions. Except as explicitly provided in this Agreement or expressly permitted by applicable law, Partner will not, and will not permit or authorize End Users or other third parties to (i) decompile, disassemble, reverse engineer, or otherwise attempt to discern the source code of the Podium Services; (ii) copy, modify, enhance, or otherwise create derivative works of the Podium Services; (iii) develop methods to enable unauthorized use of the Podium Services; (iv) develop product(s) or service(s) that are competitive or substantially similar to the Podium Services in violation of Podium’s proprietary or intellectual property rights or Partner’s confidentiality obligations hereunder; or (v) white label any Podium Services.
(e) Export Restrictions. Partner will not distribute the Podium Services outside the Territory or in any foreign territory where any of the Podium Master Terms of Service would be unenforceable, where the terms would not provide the protections to Podium and the Podium Services intended under this Agreement, or where there is a significant risk that the Podium Services would fall into the public domain. Partner will not directly or indirectly import, export, or re-export the Podium Services outside the United States without obtaining all permits and licenses as may be required by, and conforming with, all applicable laws and regulations of the governments of the United States and the foreign territory. Partner represents and warrants that Partner is not located in, under the control of, or a national or resident of any country on the United States Commerce Department’s Table of Denial Orders.
2. RESELLER LEAD & END USER TRANSACTION REGISTRATION
2.1. Requirements. Partner must identify and register Reseller Leads, and confirm all End User Transactions, through the Partner Portal or via any other registration method designated or approved by Podium in writing. Podium will provide Partner electronic or written confirmation of its acceptance or rejection of a Reseller Lead. Each Reseller Lead submitted to Podium that Podium has accepted will be referred to as a “Qualified Reseller Lead.” The date on which such acceptance is given will be referred to, with respect to such Qualified Reseller Lead, the “Qualified Reseller Lead Date.” Following the Qualified Reseller Lead Date, Partner will have a three (3)-month period of non-solicitation from Podium, unless Partner notifies Podium that they are no longer in an active sales process. Upon completion of an End User Transaction, Partner will confirm such transaction by communicating it to Podium via the Partner Portal or in writing to Partner’s assigned Podium Partner Manager.
2.2. Acceptance. In order for a Reseller Lead to be accepted as a Qualified Reseller Lead, the following conditions must be met in each case:
(a) Partner must provide contact and other information sufficient to validate that the Reseller Lead is a legitimate entity, business, or person.
(b) Information submitted as a Reseller Lead must be made in good faith based on Partner’s actual contacts with the approval of the business owner or primary business operator of the Reseller Lead.
(c) If two or more Podium partners attempt to register the same Reseller Lead to Podium within a three (3)-month period, the first partner to submit the Reseller Lead will have rights to such Reseller Lead unless and until the Reseller Lead by the first partner is marked with a “closed lost” status in Podium’s system due to inability to complete a sale.
2.3. Rejection. Podium may reject a Reseller Lead submission for any of the following reasons:
(a) Such Reseller Lead is:
(i) a current Client of Podium, or a former Client that has canceled its Podium Services subscription within the last 60 days,
(ii) a former or current partner of Podium,
(iii) an active Podium sales opportunity with contact in the past three (3) months, or
(iv) a marketing lead of Podium at the time the applicable Reseller Lead is is submitted to Podium by Partner;
(b) Such Reseller Lead has already been submitted to Podium by another partner (though Podium may, in its sole discretion, accept the same Reseller Lead from multiple partners, subject to Section 2.2(c) above);
(c) Such Reseller Lead does not meet Podium’s qualifications for its Clients for reasons of credit worthiness, type of business, or location, including for any reasons set forth in the Podium Master Terms of Service or the Podium Acceptable Use Policy (currently available at https://legal.podium.com/#aup-us) (“Podium AUP”).;
(d) Partner fails submit the Reseller Lead in accordance with the procedures designated by Podium in this Agreement or Partner fails to comply with any other procedure or policy set forth in the Partner Portal: or
(e) Such Reseller Lead is identified as a competitor to Podium.
3. PRODUCT ONBOARDING AND SUPPORT SERVICES
3.1. Delivery of Podium Products and API. Subject to Partner’s and, as applicable, each End User’s performance of its duties and obligations under this Agreement, including but not limited to timely payment of all applicable payments to Podium, Podium will use commercially reasonable efforts to make the Podium Services available to End Users following new End User Transaction. Upon Partner’s written request, Podium will deliver to Partner, at Podium’s option, either an application program interface (API) or defined user interface for transferring data to and from the Podium Services. If Partner accesses or uses any Podium API, Partner must comply with Podium’s applicable API policies, including the Podium API Terms of Use (currently available at https://partner-terms.podium.com/#api-tou-us).
3.2. Tiered Support. Unless otherwise specified in Partner’s PPA, Partner will provide primary support for the Podium Products and the components thereof. Podium will offer secondary support on technical issues, troubleshooting, and system integrations.
3.3. Technical Contacts. The individuals listed by Partner in the applicable PPA will be the primary contacts with regard to the Support Services. Partner party will provide Podium with written notice if its technical contact is changed. Partner will select technical contacts that have been trained in the operation of the Podium Products.
4. RESELLER PAYMENTS
4.1. Pricing & Payment. Partner will pay Podium the applicable fees for all End User Subscriptions according to the Reseller pricing specified in Partner’s PPA, including any exhibits attached thereto (“Reseller Fees”). Partner will be responsible for the Reseller Fees applicable to each End User Subscription beginning on the day the End User Transaction is confirmed in writing to Podium, and on a prorated basis for the remainder of the first month of each End User Subscription. Thereafter, Partner will pay the applicable Reseller Fees at the beginning of each month of the End User Subscription, except as otherwise agreed by the parties in writing. Partner is responsible to keep an active credit card on file with Podium for payment of all Reseller Fees. Credit card information may be updated through Podium’s Accounts Receivable team. Partner bears sole responsibility to pay for all accepted End User Subscriptions regardless of any non-payments by any of its End Users.
4.2. Currency and Late Payment. In the event Partner does not pay the Reseller Fees due for any End User’s Subscription within fifteen (15) days after notice of non-payment from Podium: (a) the unpaid fees will incur a late fee equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount allowed by applicable law, and (b) Podium may suspend the End User’s access to the Podium Services while any payment is delinquent. Podium will communicate directly with End User if communication with Partner cannot be established. Unless otherwise specified in Partner’s PPA, all amounts payable under this Agreement are denominated in United States dollars, and Partner will pay all such amounts in United States dollars.
PART C- ADDITIONAL TERMS APPLICABLE TO REFERRAL PARTNER
In addition to the terms and conditions set forth in Part A above, this Part C applies to all partners designated as Referral Partners in the applicable PPA.
1. REFERRAL PARTNER ELIGIBILITY, APPOINTMENT AND RESPONSIBILITIES
1.1. Eligibility Criteria. To be eligible for appointment and ongoing participation in the Podium Partner Program as a Referral Partner, Partner must agree to and comply with the following Eligibility Criteria:
(a) Partner must enroll as a Podium Referral Partner by: (a) by executing a valid PPA or (b) completing enrollment via the Podium Partner Portal. Partner’s enrollment must be accepted by Podium, and Podium may reject Partner’s enrollment for any reason.
(b) To the extent applicable, Partner must complete all necessary training and/or certifications, as reasonably required by Podium from time to time.
(c) Partner must accept and comply with all applicable terms set forth in the PPA and this Agreement, all as amended from time to time.
1.2. Appointment. Subject to the terms of this Agreement and the applicable PPA, Podium hereby appoints Partner as a non-exclusive representative in the Territory to market to, solicit, and/or refer potential End Users to Podium to purchase Podium Services. Partner will not have the authority, express or implied, to make any commitment or incur any obligation on behalf of Podium other than making referrals as set forth in this Agreement.
1.3. Referral Partner Responsibilities. Partner will prospect, identify, and promote Podium Services to Referral Leads. Partner will register each Referral Lead in accordance with these Terms. Partner will conduct all business under Partner’s own name and in accordance with the highest business standards, acting in good faith and in compliance with all laws, and not perform any act that would or might reflect adversely upon Podium’s business, products, or brand integrity.
1.4. General Restrictions. Except as explicitly provided in this Agreement or expressly permitted by applicable law, Partner will not, and will not permit or authorize its employees or other third parties to (a) decompile, disassemble, reverse engineer, or otherwise attempt to discern the source code of the Podium Services; (b) copy, modify, enhance, or otherwise create derivative works of the Podium Services; (c) develop methods to enable unauthorized use of the Podium Services; (d) develop product(s) or service(s) that are competitive or substantially similar to the Podium Services in violation of Podium’s proprietary or intellectual property rights or Partner’s confidentiality obligations hereunder; or (e) white label any Podium Services.
2. LEAD REGISTRATION
2.1. Requirements. Partner must identify and register Referral Leads through the Partner Portal or via any other registration method designated or approved by Podium in writing. Each Referral Lead must include, at a minimum, the information required in the Partner Portal registration form, or as otherwise specified by Podium, including but not limited to Referral Lead name and contact details. Podium will provide Partner electronic or written confirmation of its acceptance (or denial) of a Referral Lead. Each Referral Lead submitted to Podium which Podium has accepted in writing will be referred to as a “Qualified Referral Lead.” The date on which such acceptance is given will be referred to, with respect to such Qualified Referral Lead, as the “Qualified Referral Lead Date.” To the extent Podium shares affiliate links with Partner for use with Referral Leads, Partner will not share such affiliate links publicly in any manner.
2.2. Acceptance. In order for a Referral Lead to be accepted as a Qualified Referral Lead, Partner must meet the following conditions:
(a) Partner must provide contact and other information sufficient to validate that the Referral Lead is a legitimate entity, business, or person.
(b) Information submitted for a Referral Lead must be made in good faith based on Partner’s actual contacts with the approval of the business owner or primary business operator.
(c) If two or more Podium Referral Partners refer the same Referral Lead to Podium within a three (3)-month period, the first partner to submit the Referral Lead information will earn the Referral Payment unless the Referral Lead by the first partner is marked with a “closed lost” status in Podium’s system due to inability to complete a sale.
2.3. Rejection. Podium may reject a Referral Lead submission for any of the following reasons:
(a) Such Referral Lead is:
(i) a current Client of Podium, or a former Client that has canceled Podium within the last 60 days,
(ii) a former or current partner of Podium,
(iii) an active Podium sales opportunity with contact in the past 30 days, or
(iv) a marketing lead of Podium at the time the applicable Referral Lead is made to Podium by Partner;
(b) Such Referral Lead has already been submitted to Podium by another partner (though Podium may, in its sole discretion, accept the same Referral Lead from multiple partners, subject to Section 2.2(c) above);
(c) Such Referral Lead does not meet Podium’s qualifications for its Clients for reasons of credit worthiness, type of business, or location, including for any reasons set forth in the Podium Master Terms of Service or the Podium AUP;
(d) Partner fails to submit the Referral Lead in accordance with the procedures designated by Podium in this Agreement or Partner fails to comply with any other procedure or policy set forth in the Partner Portal: or
(e) Such Referral Lead is identified as a competitor to Podium.
3. REFERRAL PAYMENT
3.1. Referral Payment Calculation. Subject to the terms of this Agreement, Podium will pay Partner a one-time commission for each Qualified Referral Lead that completes an End User Transaction directly with Podium during the Term (the “Referral Payment”). The Referral Payment will be calculated as a percentage (using the percentage set forth in Partner’s PPA or the applicable Partner Portal commission report) of the annual subscription fees for each applicable End User Transaction (excluding subscription fees for Podium AI). For clarity, no Referral Payment(s) will be made on any non-subscription based Podium Services, including Podium Payments. Further, no Referral Payment(s) will be made on any subscriptions for Podium AI or any other Podium products developed after the date of the PPA, unless otherwise expressly agreed to in writing by the Podium and the Partner.
3.2. Referral Payment Schedule. Referral Payments will be calculated within the first week of the month following the applicable End User Transaction. The Referral Payment will be issued within forty-five (45) days after the end of the month in which the Referral Payment accrued.
3.3. Requirements. In order to receive payment under this Agreement, Partner must:
(a) Not be in breach of any of the terms and conditions of this Agreement;
(b) Provide to Podium all necessary information for payment, including but not limited to Partner’s banking account information and/or mailing address;
(c) Prior to commencing Partner activities, submit to Podium the necessary tax documents (i.e., a fully completed Form W-9 including Partner’s Tax Identification Number for U.S.-based partners, or Form W-8BEN or W-8BEN-E for non-U.S.- based partners); and
(d) Notify Podium in writing of any changes to Partner’s address, banking information, or other information necessary to complete a Referral Payment.
3.4. Delays; Forfeiture. Failure to submit Form W-9 (or Form W-8BEN or W-8BEN-E tax forms, where applicable) before the first payout of the Referral Payment or to keep payment information up to date may result in delay of payment. Additionally, notwithstanding the forgoing or anything to the contrary in this Agreement, if: (a) any of the requirements set forth in Section 3.3 above remain outstanding for six (6) months immediately following the End User Transaction for Partner’s Qualified Referral Lead, or (b) Podium has attempted to pay Partner a Referral Payment by bank transfer or by check at least twice and both attempts have been unsuccessful, then Partner’s right to receive a Referral Payment for that Qualified Referral Lead will be forever forfeited (“Forfeited Payment”). Podium assumes no obligation or responsibility to pay Partner a Referral Payment once it has been designated a Forfeited Payment.
Effective September 20th 2024 to September 20th 2024
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Summary of changes
Clarified that Podium AI and future-developed Podium products will not be subject to discounts or Partner incentives, unless otherwise agreed to in writing.
Table of Contents
Podium Partner Program Terms
This is an agreement between you (“Partner” or “you”) and Podium Corporation, Inc. (“Podium,” “we,” or “us”). By clicking to accept these terms, by enrolling in the Podium Partner Program (as defined herein), by marketing or offering Podium Product(s) or Service(s) to Leads or End User(s) (as defined below) under these terms, or by signing or clicking to accept any agreement referencing these Terms, you agree to all the applicable terms and conditions of these Podium Partner Terms (“Terms” or “Agreement”).
By accepting this Agreement you represent and warrant that you have the legal power and authority to enter into this Agreement. If Partner is an entity, you represent and warrant that this Agreement is entered into by an employee or agent with all necessary authority to bind that entity to this Agreement.
We may periodically update these Terms. We might also choose to replace these Terms in their entirety if, for example, the Podium Partner Program ends or becomes part of another program. If we update or replace the Terms we will notify you in accordance with Section 15.7 below. If you don’t agree to any material update or replacement, you may choose to terminate as we describe below.
This Agreement addresses different types of partner activities. Part A applies to all partner types. Part B applies to Reseller Partners and Part C applies to Referral Partners, each as defined below. If you do not participate in partner activities described in Parts B or C, then these Parts of the Agreement do not apply to you.
If you have entered into another agreement with Podium concerning your role as a Podium partner, the terms of that agreement control in the event of any conflict with these Terms.
PART A – TERMS APPLICABLE TO ALL PARTNERS
1. Definitions
1.1. "Content" means text, images, or other content that the Partner or End User selects or submits for use or incorporation with the Service.
1.2. "End User" means any person or entity that is a client or customer (or a potential client or customer) of Podium (“Client”) ,or is a Reseller Lead, or Referral Lead of Partner, and that purchases, accesses, or uses a Podium Service for its own use, but not for resale or further distribution.
1.3. "End User Subscription" means the agreed upon duration of an End User’s contract term for Podium Services, as specified in the applicable Podium Partner Agreement and/or End User Subscription Agreement. If no specific End User contract term requirements are specified in Partner’s Podium Partner Agreement and/or the applicable End User Subscription Agreement, the End User Subscription will mean 12 months.
1.4. "End User Subscription Agreement" means a quote, services or purchase agreement, order form, statement of work, online registration form, or other similar documentation, which details the Podium Services purchased by an End User and by which an End User agrees to a Subscription for Podium Services.
1.5. "End User Transaction" means the execution of an End User Subscription Agreement, whereby an End User contracts with Partner, or with Podium directly, for Podium Services.
1.6. “Lead” means a Reseller Lead or a Referral Lead, as applicable.
1.7. "Podium AI" means any of Podium’s artificial intelligence products or tools.
1.8. "Podium Partner Agreement" or “PPA” means a signed or otherwise executed or accepted agreement, including all attachments and/or exhibits, between Podium and Partner, referencing these Terms, authorizing Partner to participate in the Podium Partner Program, and detailing the specific terms applicable to Partner’s participation in the Podium Partner Program.
1.9. "Podium Product(s)" means the Podium Service(s) specified on Partner’s PPA, which Partner is authorized to sell, market, or promote, as applicable, but in no event will any “Podium Product” include any source code or object code. Provided however, Podium AI and/or any other Podium products developed after the date of the PPA shall not be automatically subject to any discounts, Partner fees, commissions, rebates, revenue shares, or any other Partner incentives.
1.10. "Partner Portal" means the website Podium assigns Partner access to in order for Partner to register a Lead, track the progress of Lead submissions, and monitor Referral or Reseller Payments, as applicable.
1.11. "Podium Service(s)" means, as more fully defined in Section 2.1 below, the specific proprietary product of Podium provided to Partner and/or End User for End User’s use during an End User Subscription. “Podium Services” does not include any Third-Party Product.
1.12. "Referral Lead" means a person, business, or entity submitted to Podium by a Podium Referral Partner in accordance with this Agreement for the purposes of entering into an End User Transaction for Podium Services and that is not otherwise a current Podium Client or has canceled a Podium Services subscription within the last 60 days.
1.13. "Referral Partner" means any entity, individual, or otherwise participating in the Podium Partner Program as a referral partner who is authorized to market to, solicit, and refer potential End Users to the Podium Products (as further described below).
1.14. “Reseller Lead” means a person, business, or entity submitted by a Podium Reseller Partner to Podium in accordance with the Terms of this Agreement for the purposes of entering into an End User Transaction.
1.15. "Reseller Partner" means any entity, individual, or otherwise participating in the Podium Partner Program as a reseller partner who is authorized under a Podium Partner Agreement to distribute, sell, and/or service the Podium Products and to contract with and bill End Users directly for purchased Podium Products (as further described below).
1.16. "Support Services" means any support and maintenance services related to the Podium Products.
1.17. "Territory" means the specific territory listed on Partner’s PPA. If no territory is listed on Partner’s PPA, “Territory” means the United States, Canada, and Australia.
1.18. "Third-Party Product" means any add-on, applications, integrations, software, code, online services, systems, and other products not developed by Podium.
Other terms are defined in other Sections of this Agreement
2. PODIUM TECHNOLOGY
2.1. Podium Services. Podium provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “Voice,” and “Campaigns”), payment processing and related services (“Payments”), Podium AI, certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time, including as more fully set forth at https://www.podium.com/pricing/ (together, the “Podium Services”). “Podium Services” also includes Podium.com (https://www.podium.com/), including all of its related applications, dashboards, or platforms (individually and collectively, the "Website") and any and all related or underlying documentation, technology, code, know-how, logos, and templates (including in any reports or output obtained from the Podium Services) related to the Podium Services, anything delivered as part of support or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Feedback. To the extent that Partner will have direct access to the Podium Services for reporting purposes or otherwise, Partner will be subject to, and must agree to, the applicable provisions of the Podium Master Terms of Service, currently available at https://legal.podium.com/#termsofservice-us, as amended from time to time ("Podium Master Terms of Service").
2.2. Modifications of the Services/Products. Podium may modify the Podium Product(s) set forth in the applicable PPA to include or remove any Podium Services, provided that Podium notifies Partner in writing at least thirty (30) days before any material change.
2.3. Beta Releases. From time to time, Podium may, in its sole discretion, invite Partner to use, resell, or offer for referral potential new services or features that are in development and not yet available to all partners or Podium Clients (“Beta Services,” as more fully defined in Podium’s Master Terms of Service). Beta Services may be subject to additional terms and conditions, which Podium will provide to Partner prior to Partner's Use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information of Podium and subject to the confidentiality provisions of this Agreement. Podium makes no guarantees or promises with respect to the continued availability of any Beta Services or that future versions of a Beta Services will be released or will be available under the same commercial or other terms. Notwithstanding anything herein to the contrary, Podium may discontinue the Beta Services at any time for any reason or no reason in Podium’s sole discretion, without liability.
3. PODIUM PARTNER PROGRAM
3.1. Overview. Subject to these Terms and any applicable PPA, Podium will provide Partner the opportunity to market, promote, sell, and/or refer Leads to purchase, access, or use certain Podium Products, and, as applicable, onboard and support End User usage of those Podium Products, through the partner program as set forth herein (the “Podium Partner Program”). If expressly authorized by an applicable PPA, Partner may participate in multiple partner activities, as described herein. If Partner is authorized and participates in multiple partner activities, Partner will be subject to all terms of this Agreement applicable to those activities.
3.2. Partner Obligations.
(a) Eligibility. To be eligible to participate as a Partner in the Podium Partner Program, you must agree to and comply with all applicable terms and conditions of this Agreement, including any applicable PPA, for the duration of the Term. Podium may terminate this Agreement and/or discontinue partner payments to you in accordance with the Terms, including if you fail to meet any of the applicable Eligibility Criteria (as more fully defined below) at any time.
(b) Compliance with Applicable Laws. Partner will, and will ensure that any third parties performing sales, marketing, or referral activities on its behalf, comply with all applicable foreign and domestic laws (including without limitation export laws, privacy regulations, and laws applicable to sending of unsolicited communication), governmental regulations, ordinances, and judicial administrative orders. Partner will not engage in any deceptive, misleading, illegal, or unethical activities, or activities that otherwise may be detrimental to Podium, Podium’s Clients, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Podium Products. Partner will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. Partner will not directly or indirectly export, re-export, or transfer the Podium Products to prohibited countries or individuals or permit use of the Podium Products by prohibited countries or individuals.
(c) Partner Rights and Permissions. Partner represents and warrants that: (i) Partner has all sufficient rights and permissions to provide the Lead or End User data to Podium for our use in sales and marketing efforts or as otherwise set forth in the PPA and these Terms; (ii) Partner’s participation in the Podium Partner Program will not conflict with any of its existing agreements or arrangements; and (iii) Partner owns or has sufficient rights to use and to grant to Podium our right to use Partner logos and trademarks as set forth herein.
(d) Sales and Marketing Practices. In selling, marketing, and/or promoting the Podium Products and otherwise performing under this Agreement, Partner will (i) not make any representations, warranties, or guarantees concerning the Podium Products that are inconsistent with or in addition to those made by Podium in this Agreement; or (ii) not advertise the Podium Product(s) at retail prices less than those set forth in the applicable PPA or as otherwise communicated to you in writing by your assigned Partner Manager.
(e) Cost of Marketing Activities. Unless otherwise set forth in the applicable PPA, Partner will bear all costs and expenses related to Partner’s marketing or promotion of Podium or the Podium Products under this Agreement.
(f) Duty to inform. Partner will promptly notify Podium of any information known to Partner that could reasonably lead to a claim, demand, or liability of or against Podium by any third party.
(g) Partner Manager. Each party will designate a single point of contact (“Partner Manager”) within its organization to manage the relationship established by this Agreement. Podium may change its Partner Manager at any time, and Partner may change its Partner Manager by providing written notice to Podium. The Partner Managers will meet as necessary to discuss the business relationship and manage the activities contemplated by this Agreement. Disputes, if any, that cannot be resolved by the Partner Managers will be escalated to more senior personnel for resolution.
4. PRICING, PAYMENTS, AND REPORTING
4.1 Pricing and Payments. Each party will make applicable payments of fees, commissions, rebates, revenue shares, and any other applicable payments under this Agreement according to the Terms and any applicable PPA. Unless agreed to in writing by Podium and the Partner, Podium does not provide discounts or pay any fees, commissions, rebates, revenue shares, or any other incentives related to Podium AI and/or any other Podium products developed after the date of the PPA.
4.3. Taxes. Other than net income taxes imposed on Podium, Partner will bear responsibility for all applicable taxes, duties, and other governmental charges (collectively, “taxes”) resulting from Partner’s activities under this Agreement. Partner will pay any additional taxes as are necessary to ensure that the net amounts received by Podium after all such taxes are paid are equal to the amounts that Podium would have been entitled to in accordance with this Agreement as if the taxes did not apply.
4.4. Records. During the Term of this Agreement and for three years after, Partner will maintain at its primary place of business full, true, and accurate books of account (kept in accordance with generally accepted accounting principles) and records concerning all transactions and activities under this Agreement. Such books and records will include and record, without limitation, all data that Partner is required to provide with respect to Podium Product purchases (including End User contact information) executed by Partner and any applicable Referral Leads.
4.5. Audit of Records. Podium, or its authorized agent, will have the right to examine and audit the books and records set forth in Section 4.3 at its own expense and upon reasonable prior notice during normal business hours. In the event of any dispute as to the sufficiency or accuracy of such records, Podium may have an independent auditor examine and certify such records at Podium’s expense, provided that Partner will be required to pay for such expenses if it is determined that Podium was underpaid amounts due to it, or that Partner was overpaid by Podium, by more than 5% for any annual period. Partner will make prompt adjustment to compensate for any errors or omissions disclosed by any such examination and certification of Partner’s records.
5. TERM AND TERMINATION
5.1. Term. Unless otherwise set forth in your PPA, this Agreement will commence upon the effective date of the applicable PPA and continue for 12 months (the “Initial Term”). This Agreement will automatically, and without further action by the parties hereto, renew for additional terms of 12 months (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either party hereto provides written notice of non-renewal to the other party no later than thirty (30) days prior to the end of the then-current Term, or this Agreement is terminated as otherwise set forth herein.
5.2. Termination without Cause. Unless otherwise specified in any applicable PPA, Podium may terminate this Agreement without cause by giving you 30 days prior written notice. No refunds will be given for termination pursuant to this section.
5.3. Termination for Cause. If either party fails to perform any of its material obligations under this Agreement, the other party may terminate this Agreement by giving 30 days prior written notice if the matters set forth in such notice are not cured to the other party’s reasonable satisfaction within the 30-day period. Additionally, Partner may terminate this Agreement upon 30 days prior written notice, in the event Podium makes material changes to these Terms to which Partner does not agree.
5.4. No Liability for Termination. Except as expressly required by law, if either party terminates this Agreement in accordance with any of the provisions of this Agreement, neither party will be liable to the other because of such termination for compensation, reimbursement, or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases, or commitments in connection with the business or goodwill of Podium or Partner. Termination will not, however, relieve either party of obligations incurred prior to the effective date of the termination.
5.5. Effects of Termination. If this Agreement is terminated for any reason: (a) Partner will pay to Podium any fees, reimbursable expenses, compensation, and other amounts that have accrued prior to the effective date of the termination; (b) any and all liabilities accrued prior to the effective date of the termination will survive; (c) Partner will immediately cease use of and cease providing access to the Podium Products; and (d) Partner will immediately cease to use all Podium Trademarks, and any listing by Partner of Podium’s name in any website, directory, public record, or elsewhere, must be removed by Partner as soon as possible. If Podium terminates this Agreement under Section 5, Podium’s payment obligations under this Agreement will immediately cease. The following provisions will survive any expiration or termination of this Agreement: Sections 4, 5, 8, 9, 10, 11, 13, 14, and 15. End User Subscription Agreements executed directly between the End User and Podium will survive in accordance with their terms.
6. PODIUM NAME AND TRADEMARK USAGE
6.1. Use of Company Names. Podium may identify Partner in Podium advertising and marketing materials as a Podium partner. Partner may identify Podium as the supplier of the Podium Products in Partner’s advertising and marketing materials if such materials are approved in writing in advance by Podium, which approval will not be unreasonably withheld.
6.2. Use of Podium Trademarks. Subject to the provisions of this Section 6, during the Term, Partner will have the right to advertise the Podium Products with Podium trademarks, trade names, service marks, and logos of Podium (“Podium Trademarks”), subject to Podium’s prior inspection and written approval of all materials bearing Podium Trademarks. All representations of Podium Trademarks that Partner intends to use will first be submitted to Podium for approval (which will not be unreasonably withheld) of design, color, and other details, or will be exact copies of those used by Podium. Partner will fully comply with all guidelines, if any, communicated by Podium concerning the use of Podium Trademarks. Partner will not alter or remove any Podium Trademarks contained on or within the Podium Products. Additionally, Partner will not: (a) use the Podium Trademarks or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media, or domain name (including without limitation top-level domains, sub-domains and page URLs), products, or services (including without limitation, in the name or design of any Application or Theme), unless granted express written permission by Podium in advance of each use; or (b) purchase or register search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, or domain names that use the Podium Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Podium Trademarks.
6.3. Rights in Podium Trademarks. Except as set forth in this Section 6, nothing contained in this Agreement will grant or will be deemed to grant to Partner any right, title, or interest in or to Podium Trademarks. All uses of Podium Trademarks and related goodwill will inure solely to Podium. Partner will obtain no rights or goodwill with respect to any Podium Trademarks, other than as expressly set forth in this Agreement, and Partner irrevocably assigns to Podium all such right, title, interest, and goodwill, if any, in any Podium Trademarks. At no time during or after the Term of this Agreement will Partner challenge or assist others to challenge any Podium Trademarks (except to the extent expressly required by applicable law) or the registration thereof or attempt to register any Podium Trademarks or marks or trade names that are confusingly similar to those of Podium.
7. PROPRIETARY RIGHTS AND NOTICES
7.1. Proprietary Rights. Podium will own all right, title, and interest in and to the Podium Services. Partner will not act to jeopardize, limit, or interfere in any manner with Podium’s ownership of and rights with respect to the Podium Services. Partner will have only those rights in or to the Podium Services or Podium Products expressly granted to it pursuant to this Agreement.
7.2. Proprietary Rights Notices. Partner and its employees and agents will not remove or alter any trademark, trade name, copyright, patent, patent pending, or other proprietary notices, legends, symbols, or labels appearing on the Podium Services or related documentation delivered by Podium.
8. DATA & OWNERSHIP
8.1. Data Ownership. The parties agree that each party will retain all right, title, and interest worldwide in its inventions and all applicable intellectual property rights, as of the effective date of this Agreement or the applicable PPA, or discovered, conceived, or reduced to practice by such party during the Term. The parties further agree that data transmitted under this Agreement (including, but not limited to, reports, structured data, and visual representations of data), together with all intellectual property rights in such data (“Data”), will be owned as follows: (a) Data transferred by Partner to Podium (excluding any Data provided to Podium to which Partner would not otherwise have any ownership rights) will be owned by Partner; (b) Data on or stored in Podium’s Products, Services, and platform will be owned by Podium (excluding any Data provided by Partner to which Podium would not otherwise have any ownership rights).
8.2. Monitoring. Partner understands and agrees that Podium, and any third-party platform(s) Partner or its End User(s) use or access in connection with the Podium Service(s), may monitor and analyze Content submitted by Partner or End User (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Podium Products, Podium Services or third-party platform; to improve Partner’s or End User’s experience using the Podium Products, Podium Services, or third-party platform; to customize and communicate informational or product offerings and promotions to Partner or End User; and/or to make the Podium Products, Podium Services, or third-party platform more helpful or useful to Partner, End User(s) and other users.
8.3. Feedback. If Partner elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, "Feedback"), Partner hereby grants Podium a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any such Feedback in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
9. LIMITED WARRANTY AND DISCLAIMER
9.1. Limited Warranty. Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement; and (c) the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
9.2. WARRANTY DISCLAIMER.
(a) EXCEPT FOR THE EXPRESS WARRANTY PROVIDED IN SECTION 9.1, ALL PODIUM SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM SERVICES WILL MEET PARTNER’S OR END USER’S REQUIREMENTS OR EXPECTATIONS, THAT PARTNER OR END USER DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM SERVICES WILL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY END USER PROPERTIES, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF END USER DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY END USER BASED UPON PODIUM SERVICES OR PODIUM’S RELATED TECHNOLOGY (INCLUDING CHANGES TO END USER PROPERTIES). THE DISCLAIMERS IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. PARTNER OR END USER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
(b) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE PODIUM SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE PODIUM SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE PODIUM SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS PARTNERS OR CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS PARTNERS OR CLIENT(S) WILL NOT CONSTITUTE LEGAL ADVICE. USE OF THE PODIUM SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
10. PODIUM INDEMNIFICATION
10.1. Infringement Indemnification. Podium will indemnify Partner against any third-party claims and related out-of-pocket costs, damages, liabilities, and out-of-pocket expenses arising from or pertaining to a claim that the Podium Services infringe upon any intellectual property rights of any third party if: (a) Partner gives Podium prompt written notice of the claim; (b) Podium has full and complete control over the defense and settlement of the claim; (c) Partner provides assistance in connection with the defense and settlement of the claim as Podium may reasonably request; and (d) Partner complies with any settlement or court order made in connection with the claim (e.g., relating to the future use of any infringing materials).
10.2. Mitigation of Infringement Action. If permitted use of the Podium Products or Podium Services is, or in Podium’s reasonable opinion is likely to become, enjoined or materially diminished as a result of a proceeding arising under Section 10.1, then Podium will either: (a) procure the continuing right to use of the Podium Products or Podium Services; (b) replace or modify the Podium Products or Podium Services in a functionally equivalent manner so that it no longer infringes; or if, despite its commercially reasonable efforts, Podium is unable to do either (a) or (b), Podium will (c) terminate the licenses with respect to the Podium Products or Podium Services subject to the infringement claim and refund to Partner all unused fees pre-paid by Partner (if any).
10.3. Exceptions. Podium will have no obligation under this Section 10 for any alleged infringement or misappropriation to the extent that it arises out of or is based upon: (a) use of the Podium Products or Podium Services in combination with other products if such alleged infringement or misappropriation would not have arisen but for such combination; (b) Podium Products or Podium Services that are provided to comply with designs, requirements, or specifications required by or provided by Partner, if the alleged infringement or misappropriation would not have arisen but for the compliance with such designs, requirements, or specifications; (c) use of Podium Products or Podium Services for purposes not intended; (d) failure to use Podium Products or Podium Services in accordance with instructions provided by Podium, if the alleged infringement or misappropriation would not have occurred but for such failure; or (e) any modification of the Podium Products or Podium Services not made or authorized in writing by Podium where such alleged infringement or misappropriation would not have occurred absent such modification. Partner is responsible for any costs or damages that result from these actions.
10.4. Exclusive Remedy. This Section 10 states Podium’s sole and exclusive liability, and Partner’s sole and exclusive remedy, for the actual or alleged infringement or misappropriation of any third-party intellectual property right by the Podium Products or Podium Services.
11. PARTNER INDEMNIFICATION
11.1. Partner will indemnify and hold Podium harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) any breach or alleged breach of Partner’s obligations under this Agreement, including but not limited to Podium’s use, as contemplated in this Agreement, of any Partner or End User information provided to Podium by Partner; (b) Partner’s negligence or willful misconduct; and (c) any claim of a governmental entity or other party that Partner has violated any law, rule, or regulation. Partner also agrees to defend Podium against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing, and the parties will reasonably cooperate on any defense. Partner must not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12. INSURANCE
12.1. Required Coverage. During the Term of this Agreement, Partner, at its sole cost and expense, will carry and maintain insurance with a reputable company or companies insuring Partner, its agents, employees, and associates from general liability, specifically covering personal and bodily injury and property damage. Partner must obtain insurance with limits reasonable for a company such as Partner.
12.2. Proof of Insurance. Upon written request, Partner will provide Podium with a Certificate of Insurance stating that the foregoing insurance policies are in full force and effect. Partner will require each insurer to give Partner 30 days’ written notice before the policy or policies are canceled or materially altered.
13. CONFIDENTIAL INFORMATION
13.1. Definition. “Confidential Information” means any trade secrets or other information of a party, whether of a technical, business, or other nature (including, without limitation, information relating to a party’s technology, software, products, services, designs, methodologies, business plans, finances, marketing plans, customers, prospects, or other affairs), that is disclosed to a party during the Term of this Agreement and that such party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party. Confidential Information does not include any information that: (a) was known to the receiving party prior to receiving the same from the disclosing party in connection with this Agreement; (b) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party; (c) is acquired by the receiving party from another source without restriction as to use or disclosure; or (d) is or becomes part of the public domain through no fault or action of the receiving party.
13.2. Restricted Use and Nondisclosure. During and after the Term of this Agreement, each party will: (a) use the other party’s Confidential Information solely for the purpose for which it is provided; (b) not disclose the other party’s Confidential Information to a third party unless the third party must access the Confidential Information to perform in accordance with this Agreement, and the third party has executed a written agreement that contains terms that are substantially similar to the terms contained in this Section 13; and (c) maintain the secrecy of, and protect from unauthorized use and disclosure, the other party’s Confidential Information to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature.
13.3. Required Disclosure. If either party is required by law to disclose the Confidential Information or the Terms, the disclosing party must give prompt written notice of such requirement before such disclosure, to the extent permitted by law, and assist the non-disclosing party in obtaining an order protecting the Confidential Information from public disclosure.
13.4. Return of Materials. Upon the termination or expiration of this Agreement, or upon earlier request, each party will deliver to the other or destroy all Confidential Information that it may have in its possession or control. Notwithstanding the foregoing, neither party will be required to return materials that it must retain in order to receive the benefits of this Agreement or properly perform in accordance with this Agreement.
14. LIMITATION OF LIABILITY
14.1. IN NO EVENT WILL PODIUM, ITS SHAREHOLDERS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL PODIUM’S TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT AND USE OF THE PODIUM SERVICES AND PODIUM PRODUCTS (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED IN AGGREGATE THE TOTAL AMOUNT PAID OR PAYABLE BY PARTNER TO PODIUM IN RELATION TO THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE PARTIES AGREE THAT THIS SECTION WILL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE PODIUM PARTNER PROGRAM CAN BE MADE AVAILABLE ONLY BECAUSE OF PODIUM’S RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. SOME STATES LIMIT THE APPLICABILITY OF SUCH LIMITATIONS AND DISCLAIMERS. IN THOSE STATES, THE LIMITATIONS AND DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT ALLOWED BY LAW.
15. GENERAL
15.1. Independent Contractors. Although the term “partner” is used throughout the Agreement, the relationship of the parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement should be construed to give either party the power to: (a) act as an agent; or (b) direct or control the day-to-day activities of the other. Financial and other obligations associated with each party’s business are the sole responsibility of that party.
15.2. Non-Exclusivity. Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the parties to this Agreement. This Agreement will not restrict either party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations. Additionally, Podium is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with Partner’s products or services, regardless of their similarity to Partner’s products or services, provided that Podium does violate its confidentiality obligations to do so.
15.3. Direct Sales by Podium. Podium reserves the unrestricted right to market, distribute, sell, and upsell the Podium Products and Podium Services worldwide, including without limitation through original equipment manufacturers, value added resellers, and other third-party intermediaries, and directly to End Users.
15.4. Assignability. Partner may not assign its rights, duties, or obligations under this Agreement without Podium’s prior written consent, except in connection with a merger, acquisition, or sale or exclusive license of all or substantially all of Partner’s assets to a party that could not reasonably be deemed a competitor of Podium. If consent is given, this Agreement will bind Partner’s successors and assigns. Any attempt by Partner to transfer its rights, duties, or obligations under this Agreement except as expressly provided in this Agreement is void.
15.5. Non-Solicitation; Noncompetition. During the Term of this Agreement and for a period of six months thereafter, neither party hereto will solicit any End User of the other party to cease doing business with such other party; provided, however, that this provision will not limit the ability of a party to continue servicing such End User(s) with respect to services performed by such party during the Term of this Agreement. Additionally, during the Term of this Agreement and for a period of one year thereafter, Partner will not, directly or indirectly, (a) employ or solicit the employment or services of an employee of Podium; or (b) develop or offer for sale, or license, to any End User or other third party any tools or services that directly compete with or are substantially similar to any Podium Services without the prior express written consent of Podium.
15.6. Notices. Any notice or communication to Podium under this Agreement must be in writing. Partner must send any notices under this Agreement (including breach notices) to Podium Headquarters and include "Attn. Legal Department" in the subject line or, if by email, to legal@podium.com. Podium may send notices to the email addresses listed on Partner’s PPA or Partner Portal account, or, at Podium’s option, to Partner’s last-known postal address.
15.7. Amendments; Waivers. Podium may update or modify these Terms (including referenced policies and other documents) from time to time by posting a revised version on the Website, Podium Service, or Partner Portal, or by notification via the email associated with your Podium Partner account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue your activity as a partner. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Renewal Term. Your continued activity as a Partner, following notice of any material update, will also constitute acceptance of the updated Terms. Immaterial modifications will become effective upon posting or notification. If you do not agree to the updated Terms, you will no longer have the right to continue as a Podium Partner. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
15.8. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except Partner’s payment obligations to Podium) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order. Each party will use reasonable efforts to mitigate the effect of any force majeure event.
15.9. Governing Law. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
15.10. Severability; Binding Effect. If any provision of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of the terms will not be impaired. The Agreement will be binding on and inure to the benefit of the parties and their heirs, personal representatives, successors, and permitted assigns.
15.11. Interpretation. The parties have had an equal opportunity to review this Agreement and the attached exhibits, if any. No ambiguity will be construed against any party based upon a claim that that party drafted the ambiguous language. The headings appearing at the beginning of several sections contained in this Agreement have been inserted for identification and reference purposes only and must not be used to construe or interpret this Agreement. Whenever required by context, a singular number will include the plural, the plural number will include the singular, and the gender of any pronoun will include all genders.
15.12. Counterparts. This Agreement may be executed in any number of identical counterparts, notwithstanding that the parties have not signed the same counterpart, with the same effect as if the parties had signed the same document. All counterparts will be construed as and constitute the same agreement. This Agreement may also be executed and delivered by facsimile or other electronic transmission and such execution and delivery will have the same force and effect of an original document with original signatures.
15.13. Entire Agreement. This Agreement, including all exhibits and the applicable PPA, is the final and complete expression of the agreement between these parties regarding the Agreement’s subject matter. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement. No employee, agent, or other representative of Podium has any authority to bind Podium with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement. Any terms provided by Partner (including as part of any purchase order or other business form used by Partner) are for administrative purposes only and have no legal effect.
PART B- ADDITIONAL TERMS APPLICABLE TO RESELLER PARTNERS
In addition to the terms and conditions set forth in Part A above, this Part B applies to all partners designated as Reseller Partners in the applicable PPA.
1. RESELLER PARTNER ELIGIBILITY, APPOINTMENT AND RESPONSIBILITIES
1.1. Eligibility Criteria. To be eligible for appointment and ongoing participation in the Podium Partner Program as a Reseller Partner, Partner must agree to and comply with the following Eligibility Criteria:
(a) Partner must enroll as a Podium Reseller Partner by: (i) executing a valid PPA; or (ii) completing enrollment via the Podium Partner Portal. Partner’s enrollment must be accepted by Podium, and Podium may reject Partner’s enrollment for any reason.
(b) To the extent applicable, Partner must complete all necessary training and/or certifications, as reasonably required by Podium from time to time.
(c) Partner must accept and comply with all applicable terms of the PPA and this Agreement, all as amended from time to time.
(d) Partner's End User Account cancellation percentages, in the aggregate, must remain below levels reasonably acceptable to Podium.
1.2. Authorization and Appointment. Subject to Partner’s acceptance of and ongoing compliance with these Terms and any applicable PPA, Podium hereby authorizes and appoints Partner as a non-exclusive reseller and distributor of the Podium Products specified in Partner’s PPA. Although the terms “distribute,” “sell,” and “sale” may be used throughout this Agreement, the parties recognize and agree that the Podium Products are only licensed and/or sublicensed, not sold.
1.3. License Grants and Restrictions
(a) License to Podium Products. Subject to the terms and conditions of this Agreement, Podium grants to Partner a limited, non-exclusive, non-transferable, non-sublicensable right to (i) resell the Podium Products to End Users in the Territory; (ii) make the Podium Products available to End Users; and (iii) unless otherwise specified in Partner’s PPA, internally use the Podium Products solely to support Partner’s rights and obligations under this Agreement.
(b) End User Sublicensing. Subject to these Terms, Partner may allow End Users to access and use the Podium Products. Prior to accessing or using the Podium Products, Partner must require each End User to accept Podium Master Terms of Service (currently available at https://legal.podium.com/#termsofservice-us). Partner will promptly notify Podium of any breach of a material obligation under the Podium Master Terms of Service. Any terms and conditions of any End User Subscription Agreement executed between Partner and End User in connection with a purchase of the Podium Products that are different from or in addition to the terms and conditions of the Podium Master Terms of Service are not binding on Podium and are ineffective. Each End User Subscription added by Partner will be contracted for a minimum of 12 months. If an End User terminates all services with Partner, including Podium Products, Partner may submit a written early contract termination request to Podium. Partner may not offer any discounts on Podium AI, unless otherwise agreed to in writing between Podium and Partner.
(c) Reseller Partner Responsibilities. Partner will prospect, identify, and promote Podium Products to Reseller Leads. Partner will register each Reseller Lead and applicable End User Transaction in accordance with these Terms. Partner will conduct all business under Partner’s own name and in accordance with the highest business standards, acting in good faith and in compliance with all laws, and not perform any act that would or might reflect adversely upon Podium’s business, products, or brand integrity.
(d) General Restrictions. Except as explicitly provided in this Agreement or expressly permitted by applicable law, Partner will not, and will not permit or authorize End Users or other third parties to (i) decompile, disassemble, reverse engineer, or otherwise attempt to discern the source code of the Podium Services; (ii) copy, modify, enhance, or otherwise create derivative works of the Podium Services; (iii) develop methods to enable unauthorized use of the Podium Services; (iv) develop product(s) or service(s) that are competitive or substantially similar to the Podium Services in violation of Podium’s proprietary or intellectual property rights or Partner’s confidentiality obligations hereunder; or (v) white label any Podium Services.
(e) Export Restrictions. Partner will not distribute the Podium Services outside the Territory or in any foreign territory where any of the Podium Master Terms of Service would be unenforceable, where the terms would not provide the protections to Podium and the Podium Services intended under this Agreement, or where there is a significant risk that the Podium Services would fall into the public domain. Partner will not directly or indirectly import, export, or re-export the Podium Services outside the United States without obtaining all permits and licenses as may be required by, and conforming with, all applicable laws and regulations of the governments of the United States and the foreign territory. Partner represents and warrants that Partner is not located in, under the control of, or a national or resident of any country on the United States Commerce Department’s Table of Denial Orders.
2. RESELLER LEAD & END USER TRANSACTION REGISTRATION
2.1. Requirements. Partner must identify and register Reseller Leads, and confirm all End User Transactions, through the Partner Portal or via any other registration method designated or approved by Podium in writing. Podium will provide Partner electronic or written confirmation of its acceptance or rejection of a Reseller Lead. Each Reseller Lead submitted to Podium that Podium has accepted will be referred to as a “Qualified Reseller Lead.” The date on which such acceptance is given will be referred to, with respect to such Qualified Reseller Lead, the “Qualified Reseller Lead Date.” Following the Qualified Reseller Lead Date, Partner will have a three (3)-month period of non-solicitation from Podium, unless Partner notifies Podium that they are no longer in an active sales process. Upon completion of an End User Transaction, Partner will confirm such transaction by communicating it to Podium via the Partner Portal or in writing to Partner’s assigned Podium Partner Manager.
2.2. Acceptance. In order for a Reseller Lead to be accepted as a Qualified Reseller Lead, the following conditions must be met in each case:
(a) Partner must provide contact and other information sufficient to validate that the Reseller Lead is a legitimate entity, business, or person.
(b) Information submitted as a Reseller Lead must be made in good faith based on Partner’s actual contacts with the approval of the business owner or primary business operator of the Reseller Lead.
(c) If two or more Podium partners attempt to register the same Reseller Lead to Podium within a three (3)-month period, the first partner to submit the Reseller Lead will have rights to such Reseller Lead unless and until the Reseller Lead by the first partner is marked with a “closed lost” status in Podium’s system due to inability to complete a sale.
2.3. Rejection. Podium may reject a Reseller Lead submission for any of the following reasons:
(a) Such Reseller Lead is:
(i) a current Client of Podium, or a former Client that has canceled its Podium Services subscription within the last 60 days,
(ii) a former or current partner of Podium,
(iii) an active Podium sales opportunity with contact in the past three (3) months, or
(iv) a marketing lead of Podium at the time the applicable Reseller Lead is is submitted to Podium by Partner;
(b) Such Reseller Lead has already been submitted to Podium by another partner (though Podium may, in its sole discretion, accept the same Reseller Lead from multiple partners, subject to Section 2.2(c) above);
(c) Such Reseller Lead does not meet Podium’s qualifications for its Clients for reasons of credit worthiness, type of business, or location, including for any reasons set forth in the Podium Master Terms of Service or the Podium Acceptable Use Policy (currently available at https://legal.podium.com/#aup-us) (“Podium AUP”).;
(d) Partner fails submit the Reseller Lead in accordance with the procedures designated by Podium in this Agreement or Partner fails to comply with any other procedure or policy set forth in the Partner Portal: or
(e) Such Reseller Lead is identified as a competitor to Podium.
3. PRODUCT ONBOARDING AND SUPPORT SERVICES
3.1. Delivery of Podium Products and API. Subject to Partner’s and, as applicable, each End User’s performance of its duties and obligations under this Agreement, including but not limited to timely payment of all applicable payments to Podium, Podium will use commercially reasonable efforts to make the Podium Services available to End Users following new End User Transaction. Upon Partner’s written request, Podium will deliver to Partner, at Podium’s option, either an application program interface (API) or defined user interface for transferring data to and from the Podium Services. If Partner accesses or uses any Podium API, Partner must comply with Podium’s applicable API policies, including the Podium API Terms of Use (currently available at https://partner-terms.podium.com/#api-tou-us).
3.2. Tiered Support. Unless otherwise specified in Partner’s PPA, Partner will provide primary support for the Podium Products and the components thereof. Podium will offer secondary support on technical issues, troubleshooting, and system integrations.
3.3. Technical Contacts. The individuals listed by Partner in the applicable PPA will be the primary contacts with regard to the Support Services. Partner party will provide Podium with written notice if its technical contact is changed. Partner will select technical contacts that have been trained in the operation of the Podium Products.
4. RESELLER PAYMENTS
4.1. Pricing & Payment. Partner will pay Podium the applicable fees for all End User Subscriptions according to the Reseller pricing specified in Partner’s PPA, including any exhibits attached thereto (“Reseller Fees”). Partner will be responsible for the Reseller Fees applicable to each End User Subscription beginning on the day the End User Transaction is confirmed in writing to Podium, and on a prorated basis for the remainder of the first month of each End User Subscription. Thereafter, Partner will pay the applicable Reseller Fees at the beginning of each month of the End User Subscription, except as otherwise agreed by the parties in writing. Partner is responsible to keep an active credit card on file with Podium for payment of all Reseller Fees. Credit card information may be updated through Podium’s Accounts Receivable team. Partner bears sole responsibility to pay for all accepted End User Subscriptions regardless of any non-payments by any of its End Users.
4.2. Currency and Late Payment. In the event Partner does not pay the Reseller Fees due for any End User’s Subscription within fifteen (15) days after notice of non-payment from Podium: (a) the unpaid fees will incur a late fee equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount allowed by applicable law, and (b) Podium may suspend the End User’s access to the Podium Services while any payment is delinquent. Podium will communicate directly with End User if communication with Partner cannot be established. Unless otherwise specified in Partner’s PPA, all amounts payable under this Agreement are denominated in United States dollars, and Partner will pay all such amounts in United States dollars.
PART C- ADDITIONAL TERMS APPLICABLE TO REFERRAL PARTNER
In addition to the terms and conditions set forth in Part A above, this Part C applies to all partners designated as Referral Partners in the applicable PPA.
1. REFERRAL PARTNER ELIGIBILITY, APPOINTMENT AND RESPONSIBILITIES
1.1. Eligibility Criteria. To be eligible for appointment and ongoing participation in the Podium Partner Program as a Referral Partner, Partner must agree to and comply with the following Eligibility Criteria:
(a) Partner must enroll as a Podium Referral Partner by: (a) by executing a valid PPA or (b) completing enrollment via the Podium Partner Portal. Partner’s enrollment must be accepted by Podium, and Podium may reject Partner’s enrollment for any reason.
(b) To the extent applicable, Partner must complete all necessary training and/or certifications, as reasonably required by Podium from time to time.
(c) Partner must accept and comply with all applicable terms set forth in the PPA and this Agreement, all as amended from time to time.
1.2. Appointment. Subject to the terms of this Agreement and the applicable PPA, Podium hereby appoints Partner as a non-exclusive representative in the Territory to market to, solicit, and/or refer potential End Users to Podium to purchase Podium Services. Partner will not have the authority, express or implied, to make any commitment or incur any obligation on behalf of Podium other than making referrals as set forth in this Agreement.
1.3. Referral Partner Responsibilities. Partner will prospect, identify, and promote Podium Services to Referral Leads. Partner will register each Referral Lead in accordance with these Terms. Partner will conduct all business under Partner’s own name and in accordance with the highest business standards, acting in good faith and in compliance with all laws, and not perform any act that would or might reflect adversely upon Podium’s business, products, or brand integrity.
1.4. General Restrictions. Except as explicitly provided in this Agreement or expressly permitted by applicable law, Partner will not, and will not permit or authorize its employees or other third parties to (a) decompile, disassemble, reverse engineer, or otherwise attempt to discern the source code of the Podium Services; (b) copy, modify, enhance, or otherwise create derivative works of the Podium Services; (c) develop methods to enable unauthorized use of the Podium Services; (d) develop product(s) or service(s) that are competitive or substantially similar to the Podium Services in violation of Podium’s proprietary or intellectual property rights or Partner’s confidentiality obligations hereunder; or (e) white label any Podium Services.
2. LEAD REGISTRATION
2.1. Requirements. Partner must identify and register Referral Leads through the Partner Portal or via any other registration method designated or approved by Podium in writing. Each Referral Lead must include, at a minimum, the information required in the Partner Portal registration form, or as otherwise specified by Podium, including but not limited to Referral Lead name and contact details. Podium will provide Partner electronic or written confirmation of its acceptance (or denial) of a Referral Lead. Each Referral Lead submitted to Podium which Podium has accepted in writing will be referred to as a “Qualified Referral Lead.” The date on which such acceptance is given will be referred to, with respect to such Qualified Referral Lead, as the “Qualified Referral Lead Date.” To the extent Podium shares affiliate links with Partner for use with Referral Leads, Partner will not share such affiliate links publicly in any manner.
2.2. Acceptance. In order for a Referral Lead to be accepted as a Qualified Referral Lead, Partner must meet the following conditions:
(a) Partner must provide contact and other information sufficient to validate that the Referral Lead is a legitimate entity, business, or person.
(b) Information submitted for a Referral Lead must be made in good faith based on Partner’s actual contacts with the approval of the business owner or primary business operator.
(c) If two or more Podium Referral Partners refer the same Referral Lead to Podium within a three (3)-month period, the first partner to submit the Referral Lead information will earn the Referral Payment unless the Referral Lead by the first partner is marked with a “closed lost” status in Podium’s system due to inability to complete a sale.
2.3. Rejection. Podium may reject a Referral Lead submission for any of the following reasons:
(a) Such Referral Lead is:
(i) a current Client of Podium, or a former Client that has canceled Podium within the last 60 days,
(ii) a former or current partner of Podium,
(iii) an active Podium sales opportunity with contact in the past 30 days, or
(iv) a marketing lead of Podium at the time the applicable Referral Lead is made to Podium by Partner;
(b) Such Referral Lead has already been submitted to Podium by another partner (though Podium may, in its sole discretion, accept the same Referral Lead from multiple partners, subject to Section 2.2(c) above);
(c) Such Referral Lead does not meet Podium’s qualifications for its Clients for reasons of credit worthiness, type of business, or location, including for any reasons set forth in the Podium Master Terms of Service or the Podium AUP;
(d) Partner fails to submit the Referral Lead in accordance with the procedures designated by Podium in this Agreement or Partner fails to comply with any other procedure or policy set forth in the Partner Portal: or
(e) Such Referral Lead is identified as a competitor to Podium.
3. REFERRAL PAYMENT
3.1. Referral Payment Calculation. Subject to the terms of this Agreement, Podium will pay Partner a one-time commission for each Qualified Referral Lead that completes an End User Transaction directly with Podium during the Term (the “Referral Payment”). The Referral Payment will be calculated as a percentage (using the percentage set forth in Partner’s PPA or the applicable Partner Portal commission report) of the annual subscription fees for each applicable End User Transaction (excluding subscription fees for Podium AI). For clarity, no Referral Payment(s) will be made on any non-subscription based Podium Services, including Podium Payments. Further, no Referral Payment(s) will be made on any subscriptions for Podium AI, unless otherwise expressly agreed to in writing by the Podium and the Partner.
3.2. Referral Payment Schedule. Referral Payments will be calculated within the first week of the month following the applicable End User Transaction. The Referral Payment will be issued within forty-five (45) days after the end of the month in which the Referral Payment accrued.
3.3. Requirements. In order to receive payment under this Agreement, Partner must:
(a) Not be in breach of any of the terms and conditions of this Agreement;
(b) Provide to Podium all necessary information for payment, including but not limited to Partner’s banking account information and/or mailing address;
(c) Prior to commencing Partner activities, submit to Podium the necessary tax documents (i.e., a fully completed Form W-9 including Partner’s Tax Identification Number for U.S.-based partners, or Form W-8BEN or W-8BEN-E for non-U.S.- based partners); and
(d) Notify Podium in writing of any changes to Partner’s address, banking information, or other information necessary to complete a Referral Payment.
3.4. Delays; Forfeiture. Failure to submit Form W-9 (or Form W-8BEN or W-8BEN-E tax forms, where applicable) before the first payout of the Referral Payment or to keep payment information up to date may result in delay of payment. Additionally, notwithstanding the forgoing or anything to the contrary in this Agreement, if: (a) any of the requirements set forth in Section 3.3 above remain outstanding for six (6) months immediately following the End User Transaction for Partner’s Qualified Referral Lead, or (b) Podium has attempted to pay Partner a Referral Payment by bank transfer or by check at least twice and both attempts have been unsuccessful, then Partner’s right to receive a Referral Payment for that Qualified Referral Lead will be forever forfeited (“Forfeited Payment”). Podium assumes no obligation or responsibility to pay Partner a Referral Payment once it has been designated a Forfeited Payment.
Effective January 18th 2023 to September 20th 2024
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Table of Contents
Podium Partner Program Terms
This is an agreement between you (“Partner” or “you”) and Podium Corporation, Inc. (“Podium,” “we,” or “us”). By clicking to accept these terms, by enrolling in the Podium Partner Program (as defined herein), by marketing or offering Podium Product(s) or Service(s) to Leads or End User(s) (as defined below) under these terms, or by signing or clicking to accept any agreement referencing these Terms, you agree to all the applicable terms and conditions of these Podium Partner Terms (“Terms” or “Agreement”).
By accepting this Agreement you represent and warrant that you have the legal power and authority to enter into this Agreement. If Partner is an entity, you represent and warrant that this Agreement is entered into by an employee or agent with all necessary authority to bind that entity to this Agreement.
We may periodically update these Terms. We might also choose to replace these Terms in their entirety if, for example, the Podium Partner Program ends or becomes part of another program. If we update or replace the Terms we will notify you in accordance with Section 15.7 below. If you don’t agree to any material update or replacement, you may choose to terminate as we describe below.
This Agreement addresses different types of partner activities. Part A applies to all partner types. Part B applies to Reseller Partners and Part C applies to Referral Partners, each as defined below. If you do not participate in partner activities described in Parts B or C, then these Parts of the Agreement do not apply to you.
If you have entered into another agreement with Podium concerning your role as a Podium partner, the terms of that agreement control in the event of any conflict with these Terms.
PART A – TERMS APPLICABLE TO ALL PARTNERS
1. Definitions
1.1. "Content" means text, images, or other content that the Partner or End User selects or submits for use or incorporation with the Service.
1.2. "End User" means any person or entity that is a client or customer (or a potential client or customer) of Podium (“Client”) ,or is a Reseller Lead, or Referral Lead of Partner, and that purchases, accesses, or uses a Podium Service for its own use, but not for resale or further distribution.
1.3. "End User Subscription" means the agreed upon duration of an End User’s contract term for Podium Services, as specified in the applicable Podium Partner Agreement and/or End User Subscription Agreement. If no specific End User contract term requirements are specified in Partner’s Podium Partner Agreement and/or the applicable End User Subscription Agreement, the End User Subscription will mean 12 months.
1.4. "End User Subscription Agreement" means a quote, services or purchase agreement, order form, statement of work, online registration form, or other similar documentation, which details the Podium Services purchased by an End User and by which an End User agrees to a Subscription for Podium Services.
1.5. "End User Transaction" means the execution of an End User Subscription Agreement, whereby an End User contracts with Partner, or with Podium directly, for Podium Services.
1.6. “Lead” means a Reseller Lead or a Referral Lead, as applicable.
1.7. "Podium Partner Agreement" or “PPA” means a signed or otherwise executed or accepted agreement, including all attachments and/or exhibits, between Podium and Partner, referencing these Terms, authorizing Partner to participate in the Podium Partner Program, and detailing the specific terms applicable to Partner’s participation in the Podium Partner Program.
1.8. "Podium Product(s)" means the Podium Service(s) specified on Partner’s PPA, which Partner is authorized to sell, market, or promote, as applicable, but in no event will any “Podium Product” include any source code or object code.
1.9. "Partner Portal" means the website Podium assigns Partner access to in order for Partner to register a Lead, track the progress of Lead submissions, and monitor Referral or Reseller Payments, as applicable.
1.10. "Podium Service(s)" means, as more fully defined in Section 2.1 below, the specific proprietary product of Podium provided to Partner and/or End User for End User’s use during an End User Subscription. “Podium Services” does not include any Third-Party Product.
1.11. "Referral Lead" means a person, business, or entity submitted to Podium by a Podium Referral Partner in accordance with this Agreement for the purposes of entering into an End User Transaction for Podium Services and that is not otherwise a current Podium Client or has canceled a Podium Services subscription within the last 60 days.
1.12. "Referral Partner" means any entity, individual, or otherwise participating in the Podium Partner Program as a referral partner who is authorized to market to, solicit, and refer potential End Users to the Podium Products (as further described below).
1.13. “Reseller Lead” means a person, business, or entity submitted by a Podium Reseller Partner to Podium in accordance with the Terms of this Agreement for the purposes of entering into an End User Transaction.
1.14. "Reseller Partner" means any entity, individual, or otherwise participating in the Podium Partner Program as a reseller partner who is authorized under a Podium Partner Agreement to distribute, sell, and/or service the Podium Products and to contract with and bill End Users directly for purchased Podium Products (as further described below).
1.15. "Support Services" means any support and maintenance services related to the Podium Products.
1.16. "Territory" means the specific territory listed on Partner’s PPA. If no territory is listed on Partner’s PPA, “Territory” means the United States, Canada, and Australia.
1.17. "Third-Party Product" means any add-on, applications, integrations, software, code, online services, systems, and other products not developed by Podium.
Other terms are defined in other Sections of this Agreement
2. PODIUM TECHNOLOGY
2.1. Podium Services. Podium provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “Voice,” and “Campaigns”), payment processing and related services (“Payments”), certain Free Access Subscription or Beta Releases (as defined below), and any other services Podium may offer from time to time, including as more fully set forth at https://www.podium.com/pricing/ (together, the “Podium Services”). “Podium Services” also includes Podium.com (https://www.podium.com/), including all of its related applications, dashboards, or platforms (individually and collectively, the "Website") and any and all related or underlying documentation, technology, code, know-how, logos, and templates (including in any reports or output obtained from the Podium Services) related to the Podium Services, anything delivered as part of support or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Feedback. To the extent that Partner will have direct access to the Podium Services for reporting purposes or otherwise, Partner will be subject to, and must agree to, the applicable provisions of the Podium Master Terms of Service, currently available at https://legal.podium.com/#termsofservice-us, as amended from time to time ("Podium Master Terms of Service").
2.2. Modifications of the Services/Products. Podium may modify the Podium Product(s) set forth in the applicable PPA to include or remove any Podium Services, provided that Podium notifies Partner in writing at least thirty (30) days before any material change.
2.3. Beta Releases. From time to time, Podium may, in its sole discretion, invite Partner to use, resell, or offer for referral potential new services or features that are in development and not yet available to all partners or Podium Clients (“Beta Services,” as more fully defined in Podium’s Master Terms of Service). Beta Services may be subject to additional terms and conditions, which Podium will provide to Partner prior to Partner's Use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information of Podium and subject to the confidentiality provisions of this Agreement. Podium makes no guarantees or promises with respect to the continued availability of any Beta Services or that future versions of a Beta Services will be released or will be available under the same commercial or other terms. Notwithstanding anything herein to the contrary, Podium may discontinue the Beta Services at any time for any reason or no reason in Podium’s sole discretion, without liability.
3. PODIUM PARTNER PROGRAM
3.1. Overview. Subject to these Terms and any applicable PPA, Podium will provide Partner the opportunity to market, promote, sell, and/or refer Leads to purchase, access, or use certain Podium Products, and, as applicable, onboard and support End User usage of those Podium Products, through the partner program as set forth herein (the “Podium Partner Program”). If expressly authorized by an applicable PPA, Partner may participate in multiple partner activities, as described herein. If Partner is authorized and participates in multiple partner activities, Partner will be subject to all terms of this Agreement applicable to those activities.
3.2. Partner Obligations.
(a) Eligibility. To be eligible to participate as a Partner in the Podium Partner Program, you must agree to and comply with all applicable terms and conditions of this Agreement, including any applicable PPA, for the duration of the Term. Podium may terminate this Agreement and/or discontinue partner payments to you in accordance with the Terms, including if you fail to meet any of the applicable Eligibility Criteria (as more fully defined below) at any time.
(b) Compliance with Applicable Laws. Partner will, and will ensure that any third parties performing sales, marketing, or referral activities on its behalf, comply with all applicable foreign and domestic laws (including without limitation export laws, privacy regulations, and laws applicable to sending of unsolicited communication), governmental regulations, ordinances, and judicial administrative orders. Partner will not engage in any deceptive, misleading, illegal, or unethical activities, or activities that otherwise may be detrimental to Podium, Podium’s Clients, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Podium Products. Partner will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. Partner will not directly or indirectly export, re-export, or transfer the Podium Products to prohibited countries or individuals or permit use of the Podium Products by prohibited countries or individuals.
(c) Partner Rights and Permissions. Partner represents and warrants that: (i) Partner has all sufficient rights and permissions to provide the Lead or End User data to Podium for our use in sales and marketing efforts or as otherwise set forth in the PPA and these Terms; (ii) Partner’s participation in the Podium Partner Program will not conflict with any of its existing agreements or arrangements; and (iii) Partner owns or has sufficient rights to use and to grant to Podium our right to use Partner logos and trademarks as set forth herein.
(d) Sales and Marketing Practices. In selling, marketing, and/or promoting the Podium Products and otherwise performing under this Agreement, Partner will (i) not make any representations, warranties, or guarantees concerning the Podium Products that are inconsistent with or in addition to those made by Podium in this Agreement; or (ii) not advertise the Podium Product(s) at retail prices less than those set forth in the applicable PPA or as otherwise communicated to you in writing by your assigned Partner Manager.
(e) Cost of Marketing Activities. Unless otherwise set forth in the applicable PPA, Partner will bear all costs and expenses related to Partner’s marketing or promotion of Podium or the Podium Products under this Agreement.
(f) Duty to inform. Partner will promptly notify Podium of any information known to Partner that could reasonably lead to a claim, demand, or liability of or against Podium by any third party.
(g) Partner Manager. Each party will designate a single point of contact (“Partner Manager”) within its organization to manage the relationship established by this Agreement. Podium may change its Partner Manager at any time, and Partner may change its Partner Manager by providing written notice to Podium. The Partner Managers will meet as necessary to discuss the business relationship and manage the activities contemplated by this Agreement. Disputes, if any, that cannot be resolved by the Partner Managers will be escalated to more senior personnel for resolution.
4. PRICING, PAYMENTS, AND REPORTING
4.1. Payments. Each party will make applicable payments of fees, commissions, revenue shares, and any other applicable payments under this Agreement according to the Terms and any applicable PPA.
4.2. Taxes. Other than net income taxes imposed on Podium, Partner will bear responsibility for all applicable taxes, duties, and other governmental charges (collectively, “taxes”) resulting from Partner’s activities under this Agreement. Partner will pay any additional taxes as are necessary to ensure that the net amounts received by Podium after all such taxes are paid are equal to the amounts that Podium would have been entitled to in accordance with this Agreement as if the taxes did not apply.
4.3. Records. During the Term of this Agreement and for three years after, Partner will maintain at its primary place of business full, true, and accurate books of account (kept in accordance with generally accepted accounting principles) and records concerning all transactions and activities under this Agreement. Such books and records will include and record, without limitation, all data that Partner is required to provide with respect to Podium Product purchases (including End User contact information) executed by Partner and any applicable Referral Leads.
4.4. Audit of Records. Podium, or its authorized agent, will have the right to examine and audit the books and records set forth in Section 4.3 at its own expense and upon reasonable prior notice during normal business hours. In the event of any dispute as to the sufficiency or accuracy of such records, Podium may have an independent auditor examine and certify such records at Podium’s expense, provided that Partner will be required to pay for such expenses if it is determined that Podium was underpaid amounts due to it, or that Partner was overpaid by Podium, by more than 5% for any annual period. Partner will make prompt adjustment to compensate for any errors or omissions disclosed by any such examination and certification of Partner’s records.
5. TERM AND TERMINATION
5.1. Term. Unless otherwise set forth in your PPA, this Agreement will commence upon the effective date of the applicable PPA and continue for 12 months (the “Initial Term”). This Agreement will automatically, and without further action by the parties hereto, renew for additional terms of 12 months (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either party hereto provides written notice of non-renewal to the other party no later than thirty (30) days prior to the end of the then-current Term, or this Agreement is terminated as otherwise set forth herein.
5.2. Termination without Cause. Unless otherwise specified in any applicable PPA, Podium may terminate this Agreement without cause by giving you 30 days prior written notice. No refunds will be given for termination pursuant to this section.
5.3. Termination for Cause. If either party fails to perform any of its material obligations under this Agreement, the other party may terminate this Agreement by giving 30 days prior written notice if the matters set forth in such notice are not cured to the other party’s reasonable satisfaction within the 30-day period. Additionally, Partner may terminate this Agreement upon 30 days prior written notice, in the event Podium makes material changes to these Terms to which Partner does not agree.
5.4. No Liability for Termination. Except as expressly required by law, if either party terminates this Agreement in accordance with any of the provisions of this Agreement, neither party will be liable to the other because of such termination for compensation, reimbursement, or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases, or commitments in connection with the business or goodwill of Podium or Partner. Termination will not, however, relieve either party of obligations incurred prior to the effective date of the termination.
5.5. Effects of Termination. If this Agreement is terminated for any reason: (a) Partner will pay to Podium any fees, reimbursable expenses, compensation, and other amounts that have accrued prior to the effective date of the termination; (b) any and all liabilities accrued prior to the effective date of the termination will survive; (c) Partner will immediately cease use of and cease providing access to the Podium Products; and (d) Partner will immediately cease to use all Podium Trademarks, and any listing by Partner of Podium’s name in any website, directory, public record, or elsewhere, must be removed by Partner as soon as possible. If Podium terminates this Agreement under Section 5, Podium’s payment obligations under this Agreement will immediately cease. The following provisions will survive any expiration or termination of this Agreement: Sections 4, 5, 8, 9, 10, 11, 13, 14, and 15. End User Subscription Agreements executed directly between the End User and Podium will survive in accordance with their terms.
6. PODIUM NAME AND TRADEMARK USAGE
6.1. Use of Company Names. Podium may identify Partner in Podium advertising and marketing materials as a Podium partner. Partner may identify Podium as the supplier of the Podium Products in Partner’s advertising and marketing materials if such materials are approved in writing in advance by Podium, which approval will not be unreasonably withheld.
6.2. Use of Podium Trademarks. Subject to the provisions of this Section 6, during the Term, Partner will have the right to advertise the Podium Products with Podium trademarks, trade names, service marks, and logos of Podium (“Podium Trademarks”), subject to Podium’s prior inspection and written approval of all materials bearing Podium Trademarks. All representations of Podium Trademarks that Partner intends to use will first be submitted to Podium for approval (which will not be unreasonably withheld) of design, color, and other details, or will be exact copies of those used by Podium. Partner will fully comply with all guidelines, if any, communicated by Podium concerning the use of Podium Trademarks. Partner will not alter or remove any Podium Trademarks contained on or within the Podium Products. Additionally, Partner will not: (a) use the Podium Trademarks or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media, or domain name (including without limitation top-level domains, sub-domains and page URLs), products, or services (including without limitation, in the name or design of any Application or Theme), unless granted express written permission by Podium in advance of each use; or (b) purchase or register search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, or domain names that use the Podium Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Podium Trademarks.
6.3. Rights in Podium Trademarks. Except as set forth in this Section 6, nothing contained in this Agreement will grant or will be deemed to grant to Partner any right, title, or interest in or to Podium Trademarks. All uses of Podium Trademarks and related goodwill will inure solely to Podium. Partner will obtain no rights or goodwill with respect to any Podium Trademarks, other than as expressly set forth in this Agreement, and Partner irrevocably assigns to Podium all such right, title, interest, and goodwill, if any, in any Podium Trademarks. At no time during or after the Term of this Agreement will Partner challenge or assist others to challenge any Podium Trademarks (except to the extent expressly required by applicable law) or the registration thereof or attempt to register any Podium Trademarks or marks or trade names that are confusingly similar to those of Podium.
7. PROPRIETARY RIGHTS AND NOTICES
7.1. Proprietary Rights. Podium will own all right, title, and interest in and to the Podium Services. Partner will not act to jeopardize, limit, or interfere in any manner with Podium’s ownership of and rights with respect to the Podium Services. Partner will have only those rights in or to the Podium Services or Podium Products expressly granted to it pursuant to this Agreement.
7.2. Proprietary Rights Notices. Partner and its employees and agents will not remove or alter any trademark, trade name, copyright, patent, patent pending, or other proprietary notices, legends, symbols, or labels appearing on the Podium Services or related documentation delivered by Podium.
8. DATA & OWNERSHIP
8.1. Data Ownership. The parties agree that each party will retain all right, title, and interest worldwide in its inventions and all applicable intellectual property rights, as of the effective date of this Agreement or the applicable PPA, or discovered, conceived, or reduced to practice by such party during the Term. The parties further agree that data transmitted under this Agreement (including, but not limited to, reports, structured data, and visual representations of data), together with all intellectual property rights in such data (“Data”), will be owned as follows: (a) Data transferred by Partner to Podium (excluding any Data provided to Podium to which Partner would not otherwise have any ownership rights) will be owned by Partner; (b) Data on or stored in Podium’s Products, Services, and platform will be owned by Podium (excluding any Data provided by Partner to which Podium would not otherwise have any ownership rights).
8.2. Monitoring. Partner understands and agrees that Podium, and any third-party platform(s) Partner or its End User(s) use or access in connection with the Podium Service(s), may monitor and analyze Content submitted by Partner or End User (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Podium Products, Podium Services or third-party platform; to improve Partner’s or End User’s experience using the Podium Products, Podium Services, or third-party platform; to customize and communicate informational or product offerings and promotions to Partner or End User; and/or to make the Podium Products, Podium Services, or third-party platform more helpful or useful to Partner, End User(s) and other users.
8.3. Feedback. If Partner elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium (collectively, "Feedback"), Partner hereby grants Podium a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any such Feedback in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
9. LIMITED WARRANTY AND DISCLAIMER
9.1. Limited Warranty. Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement; and (c) the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
9.2. WARRANTY DISCLAIMER.
(a) EXCEPT FOR THE EXPRESS WARRANTY PROVIDED IN SECTION 9.1, ALL PODIUM SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT PODIUM SERVICES WILL MEET PARTNER’S OR END USER’S REQUIREMENTS OR EXPECTATIONS, THAT PARTNER OR END USER DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT PODIUM SERVICES WILL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY END USER PROPERTIES, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF END USER DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY END USER BASED UPON PODIUM SERVICES OR PODIUM’S RELATED TECHNOLOGY (INCLUDING CHANGES TO END USER PROPERTIES). THE DISCLAIMERS IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. PARTNER OR END USER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
(b) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE PODIUM SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE PODIUM SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE PODIUM SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS PARTNERS OR CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS PARTNERS OR CLIENT(S) WILL NOT CONSTITUTE LEGAL ADVICE. USE OF THE PODIUM SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
10. PODIUM INDEMNIFICATION
10.1. Infringement Indemnification. Podium will indemnify Partner against any third-party claims and related out-of-pocket costs, damages, liabilities, and out-of-pocket expenses arising from or pertaining to a claim that the Podium Services infringe upon any intellectual property rights of any third party if: (a) Partner gives Podium prompt written notice of the claim; (b) Podium has full and complete control over the defense and settlement of the claim; (c) Partner provides assistance in connection with the defense and settlement of the claim as Podium may reasonably request; and (d) Partner complies with any settlement or court order made in connection with the claim (e.g., relating to the future use of any infringing materials).
10.2. Mitigation of Infringement Action. If permitted use of the Podium Products or Podium Services is, or in Podium’s reasonable opinion is likely to become, enjoined or materially diminished as a result of a proceeding arising under Section 10.1, then Podium will either: (a) procure the continuing right to use of the Podium Products or Podium Services; (b) replace or modify the Podium Products or Podium Services in a functionally equivalent manner so that it no longer infringes; or if, despite its commercially reasonable efforts, Podium is unable to do either (a) or (b), Podium will (c) terminate the licenses with respect to the Podium Products or Podium Services subject to the infringement claim and refund to Partner all unused fees pre-paid by Partner (if any).
10.3. Exceptions. Podium will have no obligation under this Section 10 for any alleged infringement or misappropriation to the extent that it arises out of or is based upon: (a) use of the Podium Products or Podium Services in combination with other products if such alleged infringement or misappropriation would not have arisen but for such combination; (b) Podium Products or Podium Services that are provided to comply with designs, requirements, or specifications required by or provided by Partner, if the alleged infringement or misappropriation would not have arisen but for the compliance with such designs, requirements, or specifications; (c) use of Podium Products or Podium Services for purposes not intended; (d) failure to use Podium Products or Podium Services in accordance with instructions provided by Podium, if the alleged infringement or misappropriation would not have occurred but for such failure; or (e) any modification of the Podium Products or Podium Services not made or authorized in writing by Podium where such alleged infringement or misappropriation would not have occurred absent such modification. Partner is responsible for any costs or damages that result from these actions.
10.4. Exclusive Remedy. This Section 10 states Podium’s sole and exclusive liability, and Partner’s sole and exclusive remedy, for the actual or alleged infringement or misappropriation of any third-party intellectual property right by the Podium Products or Podium Services.
11. PARTNER INDEMNIFICATION
11.1. Partner will indemnify and hold Podium harmless from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) any breach or alleged breach of Partner’s obligations under this Agreement, including but not limited to Podium’s use, as contemplated in this Agreement, of any Partner or End User information provided to Podium by Partner; (b) Partner’s negligence or willful misconduct; and (c) any claim of a governmental entity or other party that Partner has violated any law, rule, or regulation. Partner also agrees to defend Podium against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing, and the parties will reasonably cooperate on any defense. Partner must not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12. INSURANCE
12.1. Required Coverage. During the Term of this Agreement, Partner, at its sole cost and expense, will carry and maintain insurance with a reputable company or companies insuring Partner, its agents, employees, and associates from general liability, specifically covering personal and bodily injury and property damage. Partner must obtain insurance with limits reasonable for a company such as Partner.
12.2. Proof of Insurance. Upon written request, Partner will provide Podium with a Certificate of Insurance stating that the foregoing insurance policies are in full force and effect. Partner will require each insurer to give Partner 30 days’ written notice before the policy or policies are canceled or materially altered.
13. CONFIDENTIAL INFORMATION
13.1. Definition. “Confidential Information” means any trade secrets or other information of a party, whether of a technical, business, or other nature (including, without limitation, information relating to a party’s technology, software, products, services, designs, methodologies, business plans, finances, marketing plans, customers, prospects, or other affairs), that is disclosed to a party during the Term of this Agreement and that such party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party. Confidential Information does not include any information that: (a) was known to the receiving party prior to receiving the same from the disclosing party in connection with this Agreement; (b) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party; (c) is acquired by the receiving party from another source without restriction as to use or disclosure; or (d) is or becomes part of the public domain through no fault or action of the receiving party.
13.2. Restricted Use and Nondisclosure. During and after the Term of this Agreement, each party will: (a) use the other party’s Confidential Information solely for the purpose for which it is provided; (b) not disclose the other party’s Confidential Information to a third party unless the third party must access the Confidential Information to perform in accordance with this Agreement, and the third party has executed a written agreement that contains terms that are substantially similar to the terms contained in this Section 13; and (c) maintain the secrecy of, and protect from unauthorized use and disclosure, the other party’s Confidential Information to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature.
13.3. Required Disclosure. If either party is required by law to disclose the Confidential Information or the Terms, the disclosing party must give prompt written notice of such requirement before such disclosure, to the extent permitted by law, and assist the non-disclosing party in obtaining an order protecting the Confidential Information from public disclosure.
13.4. Return of Materials. Upon the termination or expiration of this Agreement, or upon earlier request, each party will deliver to the other or destroy all Confidential Information that it may have in its possession or control. Notwithstanding the foregoing, neither party will be required to return materials that it must retain in order to receive the benefits of this Agreement or properly perform in accordance with this Agreement.
14. LIMITATION OF LIABILITY
14.1. IN NO EVENT WILL PODIUM, ITS SHAREHOLDERS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL PODIUM’S TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT AND USE OF THE PODIUM SERVICES AND PODIUM PRODUCTS (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED IN AGGREGATE THE TOTAL AMOUNT PAID OR PAYABLE BY PARTNER TO PODIUM IN RELATION TO THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE PARTIES AGREE THAT THIS SECTION WILL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE PODIUM PARTNER PROGRAM CAN BE MADE AVAILABLE ONLY BECAUSE OF PODIUM’S RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. SOME STATES LIMIT THE APPLICABILITY OF SUCH LIMITATIONS AND DISCLAIMERS. IN THOSE STATES, THE LIMITATIONS AND DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT ALLOWED BY LAW.
15. GENERAL
15.1. Independent Contractors. Although the term “partner” is used throughout the Agreement, the relationship of the parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement should be construed to give either party the power to: (a) act as an agent; or (b) direct or control the day-to-day activities of the other. Financial and other obligations associated with each party’s business are the sole responsibility of that party.
15.2. Non-Exclusivity. Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the parties to this Agreement. This Agreement will not restrict either party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations. Additionally, Podium is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with Partner’s products or services, regardless of their similarity to Partner’s products or services, provided that Podium does violate its confidentiality obligations to do so.
15.3. Direct Sales by Podium. Podium reserves the unrestricted right to market, distribute, sell, and upsell the Podium Products and Podium Services worldwide, including without limitation through original equipment manufacturers, value added resellers, and other third-party intermediaries, and directly to End Users.
15.4. Assignability. Partner may not assign its rights, duties, or obligations under this Agreement without Podium’s prior written consent, except in connection with a merger, acquisition, or sale or exclusive license of all or substantially all of Partner’s assets to a party that could not reasonably be deemed a competitor of Podium. If consent is given, this Agreement will bind Partner’s successors and assigns. Any attempt by Partner to transfer its rights, duties, or obligations under this Agreement except as expressly provided in this Agreement is void.
15.5. Non-Solicitation; Noncompetition. During the Term of this Agreement and for a period of six months thereafter, neither party hereto will solicit any End User of the other party to cease doing business with such other party; provided, however, that this provision will not limit the ability of a party to continue servicing such End User(s) with respect to services performed by such party during the Term of this Agreement. Additionally, during the Term of this Agreement and for a period of one year thereafter, Partner will not, directly or indirectly, (a) employ or solicit the employment or services of an employee of Podium; or (b) develop or offer for sale, or license, to any End User or other third party any tools or services that directly compete with or are substantially similar to any Podium Services without the prior express written consent of Podium.
15.6. Notices. Any notice or communication to Podium under this Agreement must be in writing. Partner must send any notices under this Agreement (including breach notices) to Podium Headquarters and include "Attn. Legal Department" in the subject line or, if by email, to legal@podium.com. Podium may send notices to the email addresses listed on Partner’s PPA or Partner Portal account, or, at Podium’s option, to Partner’s last-known postal address.
15.7. Amendments; Waivers. Podium may update or modify these Terms (including referenced policies and other documents) from time to time by posting a revised version on the Website, Podium Service, or Partner Portal, or by notification via the email associated with your Podium Partner account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue your activity as a partner. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Renewal Term. Your continued activity as a Partner, following notice of any material update, will also constitute acceptance of the updated Terms. Immaterial modifications will become effective upon posting or notification. If you do not agree to the updated Terms, you will no longer have the right to continue as a Podium Partner. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
15.8. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except Partner’s payment obligations to Podium) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order. Each party will use reasonable efforts to mitigate the effect of any force majeure event.
15.9. Governing Law. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
15.10. Severability; Binding Effect. If any provision of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of the terms will not be impaired. The Agreement will be binding on and inure to the benefit of the parties and their heirs, personal representatives, successors, and permitted assigns.
15.11. Interpretation. The parties have had an equal opportunity to review this Agreement and the attached exhibits, if any. No ambiguity will be construed against any party based upon a claim that that party drafted the ambiguous language. The headings appearing at the beginning of several sections contained in this Agreement have been inserted for identification and reference purposes only and must not be used to construe or interpret this Agreement. Whenever required by context, a singular number will include the plural, the plural number will include the singular, and the gender of any pronoun will include all genders.
15.12. Counterparts. This Agreement may be executed in any number of identical counterparts, notwithstanding that the parties have not signed the same counterpart, with the same effect as if the parties had signed the same document. All counterparts will be construed as and constitute the same agreement. This Agreement may also be executed and delivered by facsimile or other electronic transmission and such execution and delivery will have the same force and effect of an original document with original signatures.
15.13. Entire Agreement. This Agreement, including all exhibits and the applicable PPA, is the final and complete expression of the agreement between these parties regarding the Agreement’s subject matter. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement. No employee, agent, or other representative of Podium has any authority to bind Podium with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement. Any terms provided by Partner (including as part of any purchase order or other business form used by Partner) are for administrative purposes only and have no legal effect.
PART B- ADDITIONAL TERMS APPLICABLE TO RESELLER PARTNERS
In addition to the terms and conditions set forth in Part A above, this Part B applies to all partners designated as Reseller Partners in the applicable PPA.
1. RESELLER PARTNER ELIGIBILITY, APPOINTMENT AND RESPONSIBILITIES
1.1. Eligibility Criteria. To be eligible for appointment and ongoing participation in the Podium Partner Program as a Reseller Partner, Partner must agree to and comply with the following Eligibility Criteria:
(a) Partner must enroll as a Podium Reseller Partner by: (i) executing a valid PPA; or (ii) completing enrollment via the Podium Partner Portal. Partner’s enrollment must be accepted by Podium, and Podium may reject Partner’s enrollment for any reason.
(b) To the extent applicable, Partner must complete all necessary training and/or certifications, as reasonably required by Podium from time to time.
(c) Partner must accept and comply with all applicable terms of the PPA and this Agreement, all as amended from time to time.
(d) Partner's End User Account cancellation percentages, in the aggregate, must remain below levels reasonably acceptable to Podium.
1.2. Authorization and Appointment. Subject to Partner’s acceptance of and ongoing compliance with these Terms and any applicable PPA, Podium hereby authorizes and appoints Partner as a non-exclusive reseller and distributor of the Podium Products specified in Partner’s PPA. Although the terms “distribute,” “sell,” and “sale” may be used throughout this Agreement, the parties recognize and agree that the Podium Products are only licensed and/or sublicensed, not sold.
1.3. License Grants and Restrictions
(a) License to Podium Products. Subject to the terms and conditions of this Agreement, Podium grants to Partner a limited, non-exclusive, non-transferable, non-sublicensable right to (i) resell the Podium Products to End Users in the Territory; (ii) make the Podium Products available to End Users; and (iii) unless otherwise specified in Partner’s PPA, internally use the Podium Products solely to support Partner’s rights and obligations under this Agreement.
(b) End User Sublicensing. Subject to these Terms, Partner may allow End Users to access and use the Podium Products. Prior to accessing or using the Podium Products, Partner must require each End User to accept Podium Master Terms of Service (currently available at https://legal.podium.com/#termsofservice-us). Partner will promptly notify Podium of any breach of a material obligation under the Podium Master Terms of Service. Any terms and conditions of any End User Subscription Agreement executed between Partner and End User in connection with a purchase of the Podium Products that are different from or in addition to the terms and conditions of the Podium Master Terms of Service are not binding on Podium and are ineffective. Each End User Subscription added by Partner will be contracted for a minimum of 12 months. If an End User terminates all services with Partner, including Podium Products, Partner may submit a written early contract termination request to Podium.
(c) Reseller Partner Responsibilities. Partner will prospect, identify, and promote Podium Products to Reseller Leads. Partner will register each Reseller Lead and applicable End User Transaction in accordance with these Terms. Partner will conduct all business under Partner’s own name and in accordance with the highest business standards, acting in good faith and in compliance with all laws, and not perform any act that would or might reflect adversely upon Podium’s business, products, or brand integrity.
(d) General Restrictions. Except as explicitly provided in this Agreement or expressly permitted by applicable law, Partner will not, and will not permit or authorize End Users or other third parties to (i) decompile, disassemble, reverse engineer, or otherwise attempt to discern the source code of the Podium Services; (ii) copy, modify, enhance, or otherwise create derivative works of the Podium Services; (iii) develop methods to enable unauthorized use of the Podium Services; (iv) develop product(s) or service(s) that are competitive or substantially similar to the Podium Services in violation of Podium’s proprietary or intellectual property rights or Partner’s confidentiality obligations hereunder; or (v) white label any Podium Services.
(e) Export Restrictions. Partner will not distribute the Podium Services outside the Territory or in any foreign territory where any of the Podium Master Terms of Service would be unenforceable, where the terms would not provide the protections to Podium and the Podium Services intended under this Agreement, or where there is a significant risk that the Podium Services would fall into the public domain. Partner will not directly or indirectly import, export, or re-export the Podium Services outside the United States without obtaining all permits and licenses as may be required by, and conforming with, all applicable laws and regulations of the governments of the United States and the foreign territory. Partner represents and warrants that Partner is not located in, under the control of, or a national or resident of any country on the United States Commerce Department’s Table of Denial Orders.
2. RESELLER LEAD & END USER TRANSACTION REGISTRATION
2.1. Requirements. Partner must identify and register Reseller Leads, and confirm all End User Transactions, through the Partner Portal or via any other registration method designated or approved by Podium in writing. Podium will provide Partner electronic or written confirmation of its acceptance or rejection of a Reseller Lead. Each Reseller Lead submitted to Podium that Podium has accepted will be referred to as a “Qualified Reseller Lead.” The date on which such acceptance is given will be referred to, with respect to such Qualified Reseller Lead, the “Qualified Reseller Lead Date.” Following the Qualified Reseller Lead Date, Partner will have a three (3)-month period of non-solicitation from Podium, unless Partner notifies Podium that they are no longer in an active sales process. Upon completion of an End User Transaction, Partner will confirm such transaction by communicating it to Podium via the Partner Portal or in writing to Partner’s assigned Podium Partner Manager.
2.2. Acceptance. In order for a Reseller Lead to be accepted as a Qualified Reseller Lead, the following conditions must be met in each case:
(a) Partner must provide contact and other information sufficient to validate that the Reseller Lead is a legitimate entity, business, or person.
(b) Information submitted as a Reseller Lead must be made in good faith based on Partner’s actual contacts with the approval of the business owner or primary business operator of the Reseller Lead.
(c) If two or more Podium partners attempt to register the same Reseller Lead to Podium within a three (3)-month period, the first partner to submit the Reseller Lead will have rights to such Reseller Lead unless and until the Reseller Lead by the first partner is marked with a “closed lost” status in Podium’s system due to inability to complete a sale.
2.3. Rejection. Podium may reject a Reseller Lead submission for any of the following reasons:
(a) Such Reseller Lead is:
(i) a current Client of Podium, or a former Client that has canceled its Podium Services subscription within the last 60 days,
(ii) a former or current partner of Podium,
(iii) an active Podium sales opportunity with contact in the past three (3) months, or
(iv) a marketing lead of Podium at the time the applicable Reseller Lead is is submitted to Podium by Partner;
(b) Such Reseller Lead has already been submitted to Podium by another partner (though Podium may, in its sole discretion, accept the same Reseller Lead from multiple partners, subject to Section 2.2(c) above);
(c) Such Reseller Lead does not meet Podium’s qualifications for its Clients for reasons of credit worthiness, type of business, or location, including for any reasons set forth in the Podium Master Terms of Service or the Podium Acceptable Use Policy (currently available at https://legal.podium.com/#aup-us) (“Podium AUP”).;
(d) Partner fails submit the Reseller Lead in accordance with the procedures designated by Podium in this Agreement or Partner fails to comply with any other procedure or policy set forth in the Partner Portal: or
(e) Such Reseller Lead is identified as a competitor to Podium.
3. PRODUCT ONBOARDING AND SUPPORT SERVICES
3.1. Delivery of Podium Products and API. Subject to Partner’s and, as applicable, each End User’s performance of its duties and obligations under this Agreement, including but not limited to timely payment of all applicable payments to Podium, Podium will use commercially reasonable efforts to make the Podium Services available to End Users following new End User Transaction. Upon Partner’s written request, Podium will deliver to Partner, at Podium’s option, either an application program interface (API) or defined user interface for transferring data to and from the Podium Services. If Partner accesses or uses any Podium API, Partner must comply with Podium’s applicable API policies, including the Podium API Terms of Use (currently available at https://partner-terms.podium.com/#api-tou-us).
3.2. Tiered Support. Unless otherwise specified in Partner’s PPA, Partner will provide primary support for the Podium Products and the components thereof. Podium will offer secondary support on technical issues, troubleshooting, and system integrations.
3.3. Technical Contacts. The individuals listed by Partner in the applicable PPA will be the primary contacts with regard to the Support Services. Partner party will provide Podium with written notice if its technical contact is changed. Partner will select technical contacts that have been trained in the operation of the Podium Products.
4. RESELLER PAYMENTS
4.1. Pricing & Payment. Partner will pay Podium the applicable fees for all End User Subscriptions according to the Reseller pricing specified in Partner’s PPA, including any exhibits attached thereto (“Reseller Fees”). Partner will be responsible for the Reseller Fees applicable to each End User Subscription beginning on the day the End User Transaction is confirmed in writing to Podium, and on a prorated basis for the remainder of the first month of each End User Subscription. Thereafter, Partner will pay the applicable Reseller Fees at the beginning of each month of the End User Subscription, except as otherwise agreed by the parties in writing. Partner is responsible to keep an active credit card on file with Podium for payment of all Reseller Fees. Credit card information may be updated through Podium’s Accounts Receivable team. Partner bears sole responsibility to pay for all accepted End User Subscriptions regardless of any non-payments by any of its End Users.
4.2. Currency and Late Payment. In the event Partner does not pay the Reseller Fees due for any End User’s Subscription within fifteen (15) days after notice of non-payment from Podium: (a) the unpaid fees will incur a late fee equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount allowed by applicable law, and (b) Podium may suspend the End User’s access to the Podium Services while any payment is delinquent. Podium will communicate directly with End User if communication with Partner cannot be established. Unless otherwise specified in Partner’s PPA, all amounts payable under this Agreement are denominated in United States dollars, and Partner will pay all such amounts in United States dollars.
PART C- ADDITIONAL TERMS APPLICABLE TO REFERRAL PARTNER
In addition to the terms and conditions set forth in Part A above, this Part C applies to all partners designated as Referral Partners in the applicable PPA.
1. REFERRAL PARTNER ELIGIBILITY, APPOINTMENT AND RESPONSIBILITIES
1.1. Eligibility Criteria. To be eligible for appointment and ongoing participation in the Podium Partner Program as a Referral Partner, Partner must agree to and comply with the following Eligibility Criteria:
(a) Partner must enroll as a Podium Referral Partner by: (a) by executing a valid PPA or (b) completing enrollment via the Podium Partner Portal. Partner’s enrollment must be accepted by Podium, and Podium may reject Partner’s enrollment for any reason.
(b) To the extent applicable, Partner must complete all necessary training and/or certifications, as reasonably required by Podium from time to time.
(c) Partner must accept and comply with all applicable terms set forth in the PPA and this Agreement, all as amended from time to time.
1.2. Appointment. Subject to the terms of this Agreement and the applicable PPA, Podium hereby appoints Partner as a non-exclusive representative in the Territory to market to, solicit, and/or refer potential End Users to Podium to purchase Podium Services. Partner will not have the authority, express or implied, to make any commitment or incur any obligation on behalf of Podium other than making referrals as set forth in this Agreement.
1.3. Referral Partner Responsibilities. Partner will prospect, identify, and promote Podium Services to Referral Leads. Partner will register each Referral Lead in accordance with these Terms. Partner will conduct all business under Partner’s own name and in accordance with the highest business standards, acting in good faith and in compliance with all laws, and not perform any act that would or might reflect adversely upon Podium’s business, products, or brand integrity.
1.4. General Restrictions. Except as explicitly provided in this Agreement or expressly permitted by applicable law, Partner will not, and will not permit or authorize its employees or other third parties to (a) decompile, disassemble, reverse engineer, or otherwise attempt to discern the source code of the Podium Services; (b) copy, modify, enhance, or otherwise create derivative works of the Podium Services; (c) develop methods to enable unauthorized use of the Podium Services; (d) develop product(s) or service(s) that are competitive or substantially similar to the Podium Services in violation of Podium’s proprietary or intellectual property rights or Partner’s confidentiality obligations hereunder; or (e) white label any Podium Services.
2. LEAD REGISTRATION
2.1. Requirements. Partner must identify and register Referral Leads through the Partner Portal or via any other registration method designated or approved by Podium in writing. Each Referral Lead must include, at a minimum, the information required in the Partner Portal registration form, or as otherwise specified by Podium, including but not limited to Referral Lead name and contact details. Podium will provide Partner electronic or written confirmation of its acceptance (or denial) of a Referral Lead. Each Referral Lead submitted to Podium which Podium has accepted in writing will be referred to as a “Qualified Referral Lead.” The date on which such acceptance is given will be referred to, with respect to such Qualified Referral Lead, as the “Qualified Referral Lead Date.” To the extent Podium shares affiliate links with Partner for use with Referral Leads, Partner will not share such affiliate links publicly in any manner.
2.2. Acceptance. In order for a Referral Lead to be accepted as a Qualified Referral Lead, Partner must meet the following conditions:
(a) Partner must provide contact and other information sufficient to validate that the Referral Lead is a legitimate entity, business, or person.
(b) Information submitted for a Referral Lead must be made in good faith based on Partner’s actual contacts with the approval of the business owner or primary business operator.
(c) If two or more Podium Referral Partners refer the same Referral Lead to Podium within a three (3)-month period, the first partner to submit the Referral Lead information will earn the Referral Payment unless the Referral Lead by the first partner is marked with a “closed lost” status in Podium’s system due to inability to complete a sale.
2.3. Rejection. Podium may reject a Referral Lead submission for any of the following reasons:
(a) Such Referral Lead is:
(i) a current Client of Podium, or a former Client that has canceled Podium within the last 60 days,
(ii) a former or current partner of Podium,
(iii) an active Podium sales opportunity with contact in the past 30 days, or
(iv) a marketing lead of Podium at the time the applicable Referral Lead is made to Podium by Partner;
(b) Such Referral Lead has already been submitted to Podium by another partner (though Podium may, in its sole discretion, accept the same Referral Lead from multiple partners, subject to Section 2.2(c) above);
(c) Such Referral Lead does not meet Podium’s qualifications for its Clients for reasons of credit worthiness, type of business, or location, including for any reasons set forth in the Podium Master Terms of Service or the Podium AUP;
(d) Partner fails to submit the Referral Lead in accordance with the procedures designated by Podium in this Agreement or Partner fails to comply with any other procedure or policy set forth in the Partner Portal: or
(e) Such Referral Lead is identified as a competitor to Podium.
3. REFERRAL PAYMENT
3.1. Referral Payment Calculation. Subject to the terms of this Agreement, Podium will pay Partner a one-time commission for each Qualified Referral Lead that completes an End User Transaction directly with Podium during the Term (the “Referral Payment”). The Referral Payment will be calculated as a percentage (using the percentage set forth in Partner’s PPA or the applicable Partner Portal commission report) of the annual subscription fees for each applicable End User Transaction. For clarity, no Referral Payment(s) will be made on any non-subscription based Podium Services, including Podium Payments.
3.2. Referral Payment Schedule. Referral Payments will be calculated within the first week of the month following the applicable End User Transaction. The Referral Payment will be issued within forty-five (45) days after the end of the month in which the Referral Payment accrued.
3.3. Requirements. In order to receive payment under this Agreement, Partner must:
(a) Not be in breach of any of the terms and conditions of this Agreement;
(b) Provide to Podium all necessary information for payment, including but not limited to Partner’s banking account information and/or mailing address;
(c) Prior to commencing Partner activities, submit to Podium the necessary tax documents (i.e., a fully completed Form W-9 including Partner’s Tax Identification Number for U.S.-based partners, or Form W-8BEN or W-8BEN-E for non-U.S.- based partners); and
(d) Notify Podium in writing of any changes to Partner’s address, banking information, or other information necessary to complete a Referral Payment.
3.4. Delays; Forfeiture. Failure to submit Form W-9 (or Form W-8BEN or W-8BEN-E tax forms, where applicable) before the first payout of the Referral Payment or to keep payment information up to date may result in delay of payment. Additionally, notwithstanding the forgoing or anything to the contrary in this Agreement, if: (a) any of the requirements set forth in Section 3.3 above remain outstanding for six (6) months immediately following the End User Transaction for Partner’s Qualified Referral Lead, or (b) Podium has attempted to pay Partner a Referral Payment by bank transfer or by check at least twice and both attempts have been unsuccessful, then Partner’s right to receive a Referral Payment for that Qualified Referral Lead will be forever forfeited (“Forfeited Payment”). Podium assumes no obligation or responsibility to pay Partner a Referral Payment once it has been designated a Forfeited Payment.
Effective May 17th 2022 to January 18th 2023
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Table of Contents
Podium Partner Program Terms and Conditions
This is an agreement between you (“Partner” or “you”) and Podium Corporation, Inc. (“Podium,” “we,” or “us”). By clicking to accept these terms, by enrolling in the Podium Partner Program (as defined herein), by marketing or offering Podium Product(s) or Service(s) to Leads or End User(s) (as defined below) under these terms, or by signing or clicking to accept any agreement referencing these Terms, you agree to all the applicable terms and conditions of these Podium Partner Terms of Service (“Terms” or “Agreement”).
By accepting this Agreement you represent and warrant that you have the legal power and authority to enter into this Agreement. If Partner is an entity, this Agreement is entered into by an employee or agent with all necessary authority to bind that entity to this Agreement.
We may periodically update these Terms. We might also choose to replace these Terms in their entirety if, for example, the Podium Partner Program ends or becomes part of another partner program. If we update or replace the Terms we will notify you in accordance with Section 15.7 below. If you don’t agree to any material update or replacement, you may choose to terminate as we describe below.
This Agreement addresses different types of Partner activities. Part A applies to all Partners. Part B applies to Wholesaler Partners; Part C applies to Referral Partners; and Part D applies to Reseller Partners, each as defined below. If you do not participate in partner activities described in Parts B, C, or D then these Parts of the Agreement do not apply to you.
If you have entered into another agreement with Podium concerning your role as a Podium Partner (as further defined below), the terms of that agreement control in the event of any conflict with these Terms.
PART A – TERMS APPLICABLE TO ALL PARTNERS
1. Definitions
1.1 "Content" means text, images or other content that the Partner or End User selects or submits for use or incorporation with the Service (including without limitation, chat and message logs).
1.2 "End User" means any person or entity that is a client or customer of Partner or Podium, or that is a potential client or customer of Partner or Podium, and that accesses or uses a Podium Service or Product for its own use, but not for resale or further distribution. An End User shall be a "Lead" of a party, where such party introduces such Lead to the other party for purposes of entering into an End User Subscription Agreement.
1.3 "End User Subscription" means the agreed upon duration of an End User’s contract term for Podium Services, as specified in the applicable Podium Partner Agreement and End User Subscription Agreement. If no specific End User contract term requirements are specified in Partner’s Podium Partner Agreement, the End User Subscription shall mean 12 months.
1.4 "End User Subscription Agreement" means a quote, services or purchase agreement, order form, statement of work, online registration form, or other similar documentation which details the Podium Services purchased by an End User and by which an End User agrees to a Subscription for Podium Services.
1.5 "End User Transaction" means the execution of an End User Subscription Agreement, whereby an End User contracts with a Partner, or with Podium directly, for Podium Services.
1.6 "Partner" means any entity, individual or otherwise, participating in the Podium Partner Program as a wholesaler partner who is authorized under the Agreement to distribute, sell, and/or service the Podium Products and to contract with and bill End Users directly for purchased Podium Products (“Wholesaler Partner,” as further defined below), as a referral partner who is authorized to market to, solicit, and refer potential customers to the Podium Products (“Referral Partner,” as further defined below), or as a reseller partner who is authorized to under the Agreement to distribute, sell, and/or service the Podium Products to customers, provided that any End User Transactions and all applicable billing occur directly between End User(s) and Podium for all purchased Podium Products (“Reseller Partner,” as further defined below).
1.7 "Podium Partner Agreement" means a signed agreement, including all attachments and/or exhibits, between Podium and Partner, referencing these Terms and authorizing Partner to participate in the Podium Partner Program.
1.8 "Podium Technology" means the Service(s), Product(s), any and all related or underlying documentation, technology, code, know-how, logos and templates (including in any reports or output obtained from the Service), anything delivered as part of support or other services, and any updates, modifications or derivative works of any of the foregoing, including as may incorporate any feedback. Podium Technology includes Podium.com (https://www.podium.com/), including all of its related applications, dashboards or platforms (individually and collectively, the "Website").
1.9 "Product(s)" means the Podium products and/or Services specified herein or on any applicable Podium Partner Agreement, which Partner is authorized to sell, market, or promote, as applicable, but in no event shall any “Podium Product” include any source code or object code.
1.10 "Partner Portal" means the website Podium assigns Partner access to in order for Partner to register a Referral, track the progress of Lead submissions, and monitor Wholesaler, Referral, or Reseller Payments, as applicable.
1.11 "Referral" means a person, business, or entity submitted and accepted through the Partner Portal by a Podium Referral Partner that has the potential to purchase Podium Services and that is not otherwise a Podium client or has cancelled Podium within the last 60 days.
1.12 "Service(s)" means the specific proprietary product of Podium provided to Partner and/or End User for End User’s use during an End User Subscription. The “Service(s)” also includes the Website, as defined herein. The “Service” does not include any Third-Party Product.
1.13 "Support Services" means the support and maintenance services related to the Podium Product.
1.14 "Territory" means the specific territory listed on Partner’s Podium Partner Agreement. If no territory is listed on Partner’s Podium Partner Agreement, “Territory” means the United States, Canada, and Australia.
1.15 "Third-Party Product" means any add-on, applications, integrations, software, code, online services, systems and other products not developed by Podium.
Other terms are defined in other Sections of this Agreement
2. PODIUM TECHNOLOGY
2.1 Podium Services. Podium provides a proprietary multi-product platform which includes without limitation reviews, messaging, payment processing, and automation, and any other services Podium may offer from time to time. To the extent that Partner will have direct access to the Podium Services for reporting purposes or otherwise, Partner will be subject to, and must agree to, the applicable provisions of the Podium Master Terms of Service, currently available at https://legal.podium.com/#termsofservice-us, as amended from time to time ("Podium Master Terms of Service").
2.2 Modifications of the Services/Products. Podium may modify the Product(s) set forth in the applicable Podium Partner Agreement to include or remove any Services, provided that Podium provides Partner with at least thirty (30) days advance written notice of any material change.
2.3 Beta Releases. From time to time, Podium may, in its sole discretion, invite Partner to use, resell, or offer for referral, on a trial basis, potential new services or features that are in development and not yet available to all Partners or Podium clients (“Beta Services”). Beta Services may be subject to additional terms and conditions, which Podium will provide to Partner prior to Partner’s use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information of Podium and subject to the confidentiality provisions of this Agreement. Podium makes no guarantees or promises with respect to the continued availability of any Beta Services or that future versions of a Beta Services will be released or will be available under the same commercial or other terms. Notwithstanding anything to the contrary herein, Podium may discontinue the Beta Services at any time for any reason or no reason in Podium’s sole discretion, without liability.
3. PODIUM PARTNER PROGRAM
3.1 Overview. Subject to these Terms and the applicable Podium Partner Agreement, Podium will provide you the opportunity to market, promote, and/or sell certain Podium Products, and, as applicable, onboard and support customers for those Products through the partner program as set forth herein (the “Podium Partner Program”). Partners may participate in multiple partner activities as set forth in Partner’s Podium Partner Agreement.
3.2 Partner Obligations.
(a) Eligibility. To be eligible to participate as a Partner in the Podium Partner Program, you must agree to and comply with all the applicable terms and conditions of this Agreement, including but not limited to the applicable eligibility criteria set forth herein (“Eligibility Criteria”) and any applicable Podium Partner Agreement for the duration of the Term. Podium may terminate this Agreement and/or discontinue Partner payments if you fail to meet any of the applicable Eligibility Criteria set forth in this Agreement at any time.
(b) Compliance with Applicable Laws. Partner shall comply, and shall ensure that any third parties performing sales, marketing or referral activities on its behalf comply, with all applicable foreign and domestic laws (including without limitation export laws, privacy regulations and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. Partner shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to Podium, Podium’s customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Podium Products. Partner will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. Partner will not directly or indirectly export, re-export, or transfer the Podium Products to prohibited countries or individuals or permit use of the Podium Products by prohibited countries or individuals.
(c) Partner Rights and Permissions. Partner represents and warrants that: (i) Partner has all sufficient rights and permissions to provide the lead or End User data to us for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) Partner’s participation in this Program will not conflict with any of its existing agreements or arrangements; and (iii) Partner owns or has sufficient rights to use and to grant to us our right to use Partner trademarks as set forth herein.
(d) Sales and Marketing Practices. In selling, marketing, and/or promoting the Podium Products and otherwise performing under this Agreement, Partner will (i) not make any representations, warranties, or guarantees concerning the Podium Products that are inconsistent with or in addition to those made by Podium in this Agreement; or (ii) not advertise the Podium Product(s) at retail prices less than those set forth in the applicable Podium Partner Agreement or as otherwise communicated to you in writing by your assigned Partner Manager.
(e) Cost of Marketing Activities. Unless otherwise set forth in the applicable Podium Partner Agreement, Partner will bear all costs and expenses related to Partner’s marketing or promotion of Podium or the Podium Products under this Agreement.
(f) Duty to inform. Partner shall promptly notify Podium of any information known to Partner that could reasonably lead to a claim, demand, or liability of or against Podium by any third party.
(g) Partner Manager. Each party will designate a single point of contact within its organization to manage the relationship established by this Agreement (“Partner Manager”). Either party may change its Partner Manager by providing written notice to the other party. The Partner Managers will meet as necessary to discuss the business relationship and manage the activities contemplated by this Agreement. Disputes that cannot be resolved by the Partner Managers will be escalated to more senior executives for resolution.
4. PRICING, PAYMENTS, AND REPORTING
4.1 Payments. Each party will make applicable payments of fees, commissions, revenue shares, and any other payment according to the terms of this Agreement and any applicable Podium Partner Agreement, including any exhibits attached thereto.
4.2 Taxes. Other than net income taxes imposed on Podium, Partner will bear responsibility for all applicable taxes, duties, and other governmental charges (collectively, “taxes”) resulting from Partner’s activities under this Agreement. Partner will pay any additional taxes as are necessary to ensure that the net amounts received by Podium after all such taxes are paid are equal to the amounts that Podium would have been entitled to in accordance with this Agreement as if the taxes did not exist.
4.3 Records. During the Term of this Agreement and for two years after, Partner will maintain at its primary place of business full, true, and accurate books of account (kept in accordance with generally accepted accounting principles) and records concerning all transactions and activities under this Agreement. Such books and records will include and record, without limitation, all data that Partner is required to provide with respect to Podium Product purchases (including End User contact information) executed by Partner and any applicable Referrals.
4.4 Audit of Records. Podium, or its authorized agent, shall have the right to examine and audit the books and records set forth in Section 4.3 at its own expense and upon reasonable prior notice during normal business hours. In the event of any dispute as to the sufficiency or accuracy of such records, Podium may have an independent auditor examine and certify such records at Podium’s expense, provided that Partner shall be required to pay for such expenses if it is determined that Podium was underpaid amounts due to it, or that Partner was overpaid by Podium, by more than 5% for any annual period. Partner shall make prompt adjustment to compensate for any errors or omissions disclosed by any such examination and certification of Partner’s records.
5. TERM AND TERMINATION
5.1 Term. Unless otherwise set forth in your Podium Partner Agreement, this Agreement will commence upon the Effective Date of the applicable Podium Partner Agreement, and continue for 12 months (the “Initial Term”). This Agreement shall automatically, and without further action by the parties hereto, renew for additional terms of 12 months (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either party hereto provides written notice of non-renewal to the other party no later than 30 days prior to the end of the then-current Term or this Agreement is terminated as otherwise set forth herein.
5.2 Termination without Cause. Unless otherwise specified in any Podium Partner Agreement applicable to you, Podium may terminate this Agreement without cause by giving you 30 days prior written notice. No refunds will be given for termination pursuant to this section.
5.3 Termination for Cause. If either party fails to perform any of its material obligations under this Agreement, the other party may terminate this Agreement by giving 30 days prior written notice if the matters set forth in such notice are not cured to the other party’s reasonable satisfaction within the 30-day period. Additionally, Partner may terminate this Agreement upon 30 days prior written notice, in the event Podium makes material changes to these Terms to which Partner does not agree.
5.4 No Liability for Termination. Except as expressly required by law, if either party terminates this Agreement in accordance with any of the provisions of this Agreement, neither party will be liable to the other because of such termination for compensation, reimbursement, or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases, or commitments in connection with the business or goodwill of Podium or Partner. Termination will not, however, relieve either party of obligations incurred prior to the effective date of the termination.
5.5 Effects of Termination. If this Agreement is terminated for any reason, (a) Partner will pay to Podium any fees, reimbursable expenses, compensation, and other amounts that have accrued prior to the effective date of the termination, (b) any and all liabilities accrued prior to the effective date of the termination will survive, (c) Partner will immediately cease use of and cease providing access to the Podium Products; and (d) Partner will immediately cease to use all Podium Trademarks and any listing by Partner of Podium’s name in any website, directory, public record, or elsewhere, must be removed by Partner as soon as possible, but in any event not later than the subsequent issue of such publication. If Podium terminates this Agreement under Section 5.3, all Podium’s payment obligations under this Agreement shall immediately cease. If Podium terminates this Agreement under Section 5.2 above, Podium will continue to make payment to Partner as set forth in Part D, Section 4 below, if applicable, for up to 12 months from the date of termination. The following provisions will survive any expiration or termination of this Agreement: Sections 4, 5, 8, 9, 10, 11, 13, 14, and 15. End User Subscription Agreements will survive in accordance with their terms.
6. PODIUM NAME AND TRADEMARK USAGE
6.1 Use of Company Names. Podium may identify Partner in Podium advertising and marketing materials as a Podium Partner. Podium will not use any Partner trademarks to identify Partner without Partner’s prior written approval, which approval will not be unreasonably withheld. Partner may identify Podium as the supplier of the Podium Products in Partner’s advertising and marketing materials if such materials are approved in writing in advance by Podium, which approval will not be unreasonably withheld.
6.2 Podium Trademarks. Subject to the provisions of this Section 6, during the Term of this Agreement, Partner will have the right to advertise the Podium Products with Podium trademarks, trade names, service marks, and logos of Podium (“Podium Trademarks”), subject to Podium’s prior inspection and written approval of all materials bearing Podium Trademarks. All representations of Podium Trademarks that Partner intends to use will first be submitted to Podium for approval (which will not be unreasonably withheld) of design, color, and other details, or will be exact copies of those used by Podium. Partner will fully comply with all guidelines, if any, communicated by Podium concerning the use of Podium Trademarks. Podium may modify any of Podium Trademarks, or substitute an alternative mark for any of Podium Trademarks, upon 30 days prior notice to Partner.
6.3 Use of Podium Trademarks. Partner will not alter or remove any of Podium Trademarks contained on or within the Podium Products. Except as set forth in this Section 6, nothing contained in this Agreement will grant or will be deemed to grant to Partner any right, title, or interest in or to Podium Trademarks. All uses of Podium Trademarks and related goodwill will inure solely to Podium and Partner will obtain no rights or goodwill with respect to any of Podium Trademarks, other than as expressly set forth in this Agreement, and Partner irrevocably assigns to Podium all such right, title, interest, and goodwill, if any, in any of Podium Trademarks. At no time during or after the Term of this Agreement will Partner challenge or assist others to challenge Podium Trademarks (except to the extent expressly required by applicable law) or the registration thereof or attempt to register any of Podium Trademarks or marks or trade names that are confusingly similar to those of Podium. Additionally, Partner will not: (a) use the Podium Trademarks or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media or domain name (including without limitation top-level domains, sub-domains and page URLs), products or services (including without limitation, in the name or design of any Application or Theme), unless granted express written permission by Podium in advance of each use; or (b) purchase or register search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses or domain names that use the Podium Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Podium Trademarks.
7. PROPRIETARY RIGHTS AND NOTICES
7.1 Proprietary Rights. Podium will own all right, title, and interest in and to the Podium Services, Product(s) and Podium Technology. Partner will not act to jeopardize, limit, or interfere in any manner with Podium’s ownership of and rights with respect to the Podium Products. Partner will have only those rights in or to the Podium Services or Products and documentation granted to it pursuant to this Agreement.
7.2 Proprietary Rights Notices. Partner and its employees and agents will not remove or alter any trademark, trade name, copyright, patent, patent pending, or other proprietary notices, legends, symbols, or labels appearing on the Podium Products or related documentation delivered by Podium.
8. DATA & OWNERSHIP
8.1 Data Ownership. The parties agree that each party shall retain all right, title, and interest worldwide in its inventions and all applicable intellectual property rights, as of the Effective Date or discovered, conceived, or reduced to practice by such party during the Term. The parties further agree that data transmitted under this Agreement (including, but not limited to, reports, structured data, and visual representations of data), together with all intellectual property rights in such data (“Data”), shall be owned as follows: (a) Data transferred by Partner to Podium (excluding any Data provided to Podium to which Partner would not otherwise have any ownership rights) shall be owned by Partner; (b) Data stored in Podium’s platform shall be owned by Podium (excluding any Data provided by Partner to which Podium would not otherwise have any ownership rights).
8.2 Monitoring. Partner understands and agrees that Podium, and any third-party platform(s) Partner or its End User(s) uses or accesses in connection with the Service(s), may monitor and analyze Content submitted by Partner or End User (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Website, Products, Services or third-party platform; to improve Partner’s or End User’s experience using the Website, Products, Services or third-party platform; to customize and communicate informational or product offerings and promotions to Partner or End User; and/or to make the Website, Products, Services, or third-party Platform more helpful or useful to Partner, End User and other users.
8.3 Feedback. If Partner elects to provide any suggestions, comments, improvements, information, ideas or other feedback or related materials to Podium (collectively, "Feedback"), Partner hereby grants Podium a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute and exploit any such Feedback in any manner without any obligation, payment or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate or market products, whether incorporating Feedback or otherwise.
9. LIMITED WARRANTY AND DISCLAIMER
9.1 Limited Warranty. Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement; and (c) the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
9.2 WARRANTY DISCLAIMER.
(a) EXCEPT FOR THE EXPRESS WARRANTY provided in section 9.1, ALL PODIUM PRODUCTS AND RELATED SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT PODIUM PRODUCT AND PODIUM TECHNOLOGY WILL MEET PARTNER OR END USER’S REQUIREMENTS OR EXPECTATIONS, THAT END USER DATA WILL BE ACCURATE, COMPLETE OR PRESERVED WITHOUT LOSS, OR THAT PODIUM TECHNOLOGY WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY END USER PROPERTIES, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE AND DISCLOSURE OF END USER DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY END USER BASED UPON PODIUM TECHNOLOGY OR PODIUM’S RELATED PRODUCTS (INCLUDING CHANGES TO END USER PROPERTIES). THE DISCLAIMERS IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. PARTNER OR END USER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
(b) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS PARTNERS OR CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS PARTNERS OR CLIENT(S) SHALL NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
10. PODIUM INDEMNIFICATION
10.1 Infringement Indemnification. Podium will indemnify Partner against any third-party claims and related out-of-pocket costs, damages, liabilities and out-of-pocket expenses arising from or pertaining to a claim that the Podium Services infringe upon any intellectual property rights of any third party if: (a) Partner gives Podium prompt written notice of the claim; (b) Podium has full and complete control over the defense and settlement of the claim; (c) Partner provides assistance in connection with the defense and settlement of the claim as Podium may reasonably request; and (d) Partner complies with any settlement or court order made in connection with the claim (e.g., relating to the future use of any infringing materials).
10.2 Mitigation of Infringement Action. If permitted use of the Podium Products are, or in Podium’s reasonable opinion are likely to become, enjoined or materially diminished as a result of a proceeding arising under Section 10.1, then Podium will either: (a) procure the continuing right to use of the Podium Products; (b) replace or modify the Podium Products in a functionally equivalent manner so that it no longer infringes; or if, despite its commercially reasonable efforts, Podium is unable to do either (a) or (b), Podium will (c) terminate the licenses with respect to the Podium Products subject to the infringement claim and refund to Partner all unused fees pre-paid by Partner (if any).
10.3 Exceptions. Podium will have no obligation under this Section 10 for any alleged infringement or misappropriation to the extent that it arises out of or is based upon (a) use of the Podium Products in combination with other products if such alleged infringement or misappropriation would not have arisen but for such combination; (b) Podium Products that are provided to comply with designs, requirements, or specifications required by or provided by Partner, if the alleged infringement or misappropriation would not have arisen but for the compliance with such designs, requirements, or specifications; (c) use of Podium Products for purposes not intended; (d) failure to use Podium Products in accordance with instructions provided by Podium, if the alleged infringement or misappropriation would not have occurred but for such failure; or (e) any modification of the Podium Products not made or authorized in writing by Podium where such alleged infringement or misappropriation would not have occurred absent such modification. Partner is responsible for any costs or damages that result from these actions.
10.4 Exclusive Remedy. This Section 10 states Podium’s sole and exclusive liability, and Partner’s sole and exclusive remedy, for the actual or alleged infringement or misappropriation of any third party intellectual property right by the Podium Products.
11. PARTNER INDEMNIFICATION
11.1 Partner will indemnify and hold Podium harmless from and against any third-party claims and related costs, damages, liabilities and expenses (including reasonable attorney’s fees) arising from or pertaining to (a) breach or alleged breach of Partner’s obligations under this Agreement, including but not limited to Podium’s use, as contemplated in this Agreement, of any End User information provided to Podium by Partner, (b) Partner’s negligence or willful misconduct, and (c) any claim of a governmental entity or other party that Partner has violated any law, rule, or regulation. Partner also agrees to defend Podium against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing and the Parties will reasonably cooperate on any defense. Partner must not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts or take or refrain from taking any action.
12. INSURANCE
12.1 Required Coverage. During the Term of this Agreement, Partner, at its sole cost and expense, will carry and maintain insurance with a reputable company or companies insuring such party, its agents, employees, and associates from general liability, specifically covering personal and bodily injury and property damage. Partner must obtain insurance with limits reasonable for a company such as Partner.
12.2 Proof of Insurance. Upon written request, Partner will provide Podium with a Certificate of Insurance stating that the foregoing insurance policies are in full force and effect. Partner will require each insurer to give Partner 30 days’ written notice before the policy or policies are canceled or materially altered.
13. CONFIDENTIAL INFORMATION
13.1 Definition. Confidential Information” means any trade secrets or other information of a party, whether of a technical, business, or other nature (including, without limitation, information relating to a party’s technology, software, products, services, designs, methodologies, business plans, finances, marketing plans, customers, prospects, or other affairs), that is disclosed to a party during the Term of this Agreement and that such party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party. Confidential Information does not include any information that: (a) was known to the receiving party prior to receiving the same from the disclosing party in connection with this Agreement; (b) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party; (c) is acquired by the receiving party from another source without restriction as to use or disclosure; or (d) is or becomes part of the public domain through no fault or action of the receiving party.
13.2 Restricted Use and Nondisclosure. During and after the Term of this Agreement, each party will: (a) use the other party’s Confidential Information solely for the purpose for which it is provided; (b) not disclose the other party’s Confidential Information to a third party unless the third party must access the Confidential Information to perform in accordance with this Agreement, and the third party has executed a written agreement that contains terms that are substantially similar to the terms contained in this Section 13; and (c) maintain the secrecy of, and protect from unauthorized use and disclosure, the other party’s Confidential Information to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature.
13.3 Required Disclosure. If either party is required by law to disclose the Confidential Information or the Terms of this Agreement, the disclosing party must give prompt written notice of such requirement before such disclosure, to the extent permitted by law, and assist the non-disclosing party in obtaining an order protecting the Confidential Information from public disclosure.
13.4 Return of Materials. Upon the termination or expiration of this Agreement, or upon earlier request, each party will deliver to the other or destroy all Confidential Information that it may have in its possession or control. Notwithstanding the foregoing, neither party will be required to return materials that it must retain in order to receive the benefits of this Agreement or properly perform in accordance with this Agreement.
14. LIMITATION OF LIABILITY
14.1 IN NO EVENT WILL PODIUM, ITS SHAREHOLDERS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL PODIUM’S TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT AND USE OF THE SERVICES AND PRODUCTS (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED IN AGGREGATE THE TOTAL AMOUNT PAID OR PAYABLE BY END USERS IN RELATION TO THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE PARTIES AGREE THAT THIS SECTION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE SERVICES CAN BE MADE AVAILABLE FOR FREE OR AT REDUCED PRICES, ONLY BECAUSE OF PODIUM’S RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. SOME STATES LIMIT THE APPLICABILITY OF SUCH LIMITATIONS AND DISCLAIMERS. IN THOSE STATES, THE LIMITATIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT ALLOWED BY LAW.
15. GENERAL
15.1 Independent Contractors. Although the term “partner” is used throughout the Agreement, the relationship of the parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement should be construed to give either party the power to (a) act as an agent or (b) direct or control the day-to-day activities of the other. Financial and other obligations associated with each party’s business are the sole responsibility of that party.
15.2 Non-Exclusivity. Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement will not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations. Additionally, Podium is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with Partner’s products or services, regardless of their similarity to Partner’s products or services, provided that Podium does violate its confidentiality obligations to do so.
15.3 Direct Sales by Podium. Podium reserves the unrestricted right to market, distribute, sell, and upsell licenses to the Podium Products worldwide, including without limitation through original equipment manufacturers, value added resellers, and other third-party intermediaries and directly to End Users.
15.4 Assignability. Partner may not assign its right, duties, or obligations under this Agreement without Podium’s prior written consent, except in connection with a merger, acquisition or sale or exclusive license of all or substantially all of Partner’s assets to a party that could not reasonably be deemed a competitor of Podium. If consent is given, this Agreement will bind Partner’s successors and assigns. Any attempt by Partner to transfer its rights, duties, or obligations under this Agreement except as expressly provided in this Agreement is void.
15.5 Non-Solicitation; Noncompetition. During the Term of this Agreement and for a period of six months thereafter, neither party hereto will solicit any End User of the other party to cease doing business with such other party; provided, however, that this provision shall not limit the ability of a party to continue servicing such End User(s) with respect to services performed by such party during the Term of this Agreement. Additionally, during the Term of this Agreement and for a period of one year thereafter, Partner will not, directly or indirectly, (a) employ or solicit the employment or services of an employee or independent contractor of Podium; or (b) develop or offer for sale or license to any End User or other third-party tools or services that directly competes with or is substantially similar to any Podium Product(s) without the prior express written consent of Podium.
15.6 Notices. Any notice or communication to Podium under this Agreement must be in writing. Partner must send any notices under this Agreement (including breach notices) to Podium Headquarters and include "Attn. Legal Department"in the subject line. Podium may send notices to the e-mail addresses listed on Partner’s Podium Partner Agreement or, at Podium’s option, to Partner’s last-known postal address.
15.7 Amendments; Waivers. Podium may update or modify these Terms (including referenced policies and other documents) from time to time by posting a revised version on the Website, Service, or Partner Portal, or by notification via the email associated with your Podium Partner account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Renewal Term. Immaterial modifications will become effective upon posting or notification, and continued activity as a Partner, following the update, shall constitute acceptance of the updated Terms. If you do not agree to the updated Terms, you will no longer have access to the Services and/or Partner Portal. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement shall not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
15.8 Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order. Each party will use reasonable efforts to mitigate the effect of any force majeure event.
15.9 Governing Law. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement shall be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both Parties submit to the personal jurisdiction of these courts.
15.10 Severability; Binding Effect. If any provision of the Terms shall be invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of the terms shall not be impaired. The Terms shall be binding on and inure to the benefit of the Parties and their heirs, personal representatives, successors, and assigns.
15.11 Interpretation. The parties have had an equal opportunity to participate in the drafting of this Agreement and the attached exhibits, if any. No ambiguity will be construed against any party based upon a claim that that party drafted the ambiguous language. The headings appearing at the beginning of several sections contained in this Agreement have been inserted for identification and reference purposes only and must not be used to construe or interpret this Agreement. Whenever required by context, a singular number will include the plural, the plural number will include the singular, and the gender of any pronoun will include all genders.
15.12 Counterparts. This Agreement may be executed in any number of identical counterparts, notwithstanding that the parties have not signed the same counterpart, with the same effect as if the parties had signed the same document. All counterparts will be construed as and constitute the same agreement. This Agreement may also be executed and delivered by facsimile or other electronic transmission and such execution and delivery will have the same force and effect of an original document with original signatures.
15.13 Entire Agreement. This Agreement, including all exhibits and the applicable Podium Partner Agreement, is the final and complete expression of the agreement between these parties regarding the licensing of the Products. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement. No employee, agent, or other representative of Podium has any authority to bind Podium with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement. This Agreement may be changed only by a written agreement signed by an authorized agent of the party against whom enforcement is sought.
PART B- ADDITIONAL TERMS APPLICABLE TO WHOLESALER PARTNERS
In addition to the terms and conditions set forth in Part A above, this Part B applies to all Partners designated as Wholesaler Partners in the applicable Podium Partner Agreement.
1. WHOLESALER PARTNER ELIGIBILITY, APPOINTMENT AND RESPONSIBILITIES
1.1 Eligibility Criteria. To be eligible for appointment and ongoing participation in the Podium Partner Program as a Wholesaler Partner, Partner must agree to and comply with the following Eligibility Criteria:
(a) Enrollment and Acceptance. Partner must enroll as a Podium Wholesaler Partner by: (i) executing a Podium Partner Agreement; or (ii) completing enrollment via the Podium Partner Portal. Partner’s enrollment must be accepted by Podium, and Podium may reject Partner’s enrollment for any reason.
(b) Payment of Enrollment Fees. Partner must pay to Podium any applicable enrollment fees (“Enrollment Fee(s)”) to the extent they are specified and agreed to during Partner’s enrollment process.
(c) Completion of necessary training/certification. To the extent applicable, Partner must complete all necessary training and/or certifications, as reasonably required by Podium from time to time.
(d) Acceptance of and compliance with applicable terms. Partner must accept and comply with all applicable terms set forth in the Podium Partner Agreement and this Agreement, all as amended from time to time.
(e) End User Product Usage. During the Term, Partner will be accountable for its End Users’ usage of the Podium Products. In order to remain eligible participate in the Podium Partner Program Partner must ensure that its End Users meet the following usage-based thresholds throughout the Term:
(i) New End Users must, on average, send 25 messages using the Podium Services within their first 30 days; and
(ii) At least 80% of Partner’s End Users must remain above 25 inbound messages per month via the Podium Products.
If the Partner’s End User(s) fail) to meet the threshold set forth in 1.1(a)(i) at any time or, in the case of the threshold set forth in 1.1(a)(ii), for two consecutive months, Partner may be suspended from the Podium Partner Program and any underperforming Partner End User(s) may lose access to Podium Services. During any period of suspension, Partner will not be permitted to register any new Leads or End User accounts.
1.2 Authorization and Appointment. Subject to Partner’s acceptance of and ongoing compliance with these Terms and any applicable Podium Partner Agreement, Podium hereby authorizes and appoints Partner as a non-exclusive reseller and distributor of the Podium Products listed specifically in Partner’s Podium Partner Agreement. Although the terms “distribute”, “sell”, and “sale” are used throughout this Agreement, the parties recognize and agree that the Podium Products are only licensed and/or sublicensed, not sold.
1.3 License Grants and Restrictions
(a) License to Podium Products. Subject to the terms and conditions of this Agreement, Podium grants to Partner a limited, non-exclusive, non-transferable, non-sublicensable right to (i) resell the Podium Products to End Users in the Territory; (ii) make the Podium Products available to End Users; and (iii) unless otherwise specified in Partner’s Podium Partner Agreement, internally use the Podium Products solely to support Partner’s rights and obligations under this Agreement.
(b) End User Sublicensing. Subject to the terms and conditions of this Agreement, Partner may allow End Users to access and use the Podium Products. Prior to accessing or using the Podium Products, Partner must require each End User to accept Podium Master Terms of Service and Privacy Policy (currently available at https://legal.podium.com/#termsofservice-us) (the “End User Terms”), as set forth on Podium’s website. Partner will promptly notify Podium of any breach of a material obligation under the End User Terms”. Any terms and conditions of any End User Subscription Agreement executed between Partner and End User in connection with a purchase of the Podium Products that are different from or in addition to the terms and conditions of the End User Terms are not binding on Podium and are ineffective. Each End User Subscription added by Partner shall be contracted for a minimum of 12 months. If End User terminates all services with Partner, including Podium Products, Partner may submit a written early contract termination request.
(c) General Restrictions. Except as explicitly provided in this Agreement or expressly permitted by applicable law, Partner will not, and will not permit or authorize End Users or other third parties to (i) decompile, disassemble, reverse engineer, or otherwise attempt to discern the source code of the Podium Products; (ii) copy, modify, enhance, or otherwise create derivative works of the Podium Products; (iii) develop methods to enable unauthorized use of the Podium Products; (iv) develop product(s) or service(s) that are competitive or substantially similar to the Podium Product(s) or Service(s) in violation of Podium’s proprietary or intellectual property rights or Partner’s confidentiality obligations hereunder; or (v) white label any Podium Service(s) or Product(s).
(d) Export Restrictions. Partner will not distribute the Podium Products in any foreign territory where any of the End User Terms would be unenforceable, where the terms would not provide the protections to Podium and the Podium Products intended under this Agreement, or where there is a significant risk that the Podium Products would fall into the public domain. Partner will not directly or indirectly import, export, or re-export the Podium Products outside the United States without obtaining all permits and licenses as may be required by, and conforming with, all applicable laws and regulations of the governments of the United States and the foreign territory. Partner represents and warrants that Partner is not located in, under the control of, or a national or resident of any country on the United States Commerce Department’s Table of Denial Orders.
2. LEAD & END USER TRANSACTION REGISTRATION
2.1 Requirements. Partner must identify and register Leads, and confirm all End User Transactions, through the Partner Portal, or other electronic delivery methods as designated by Podium in writing. Each Lead registration shall include at a minimum the information required in the Partner Portal registration form, including but not limited to name and contact details, which must be completed in full in order for the Lead to be accepted. Podium will provide Partner electronic or written confirmation of its acceptance (or denial) of a Lead. Each Lead submitted to Podium that Podium has given Partner electronic or written acceptance shall be referred to as a “Qualified Wholesaler Lead”. The date on which such acceptance is given shall be referred to, with respect to such Qualified Wholesaler Lead, the “Qualified Wholesaler Lead Date”. Following the Qualified Wholesaler Lead Date, Partner shall have a six- (6) month period of non-solicitation from Podium, unless Partner notifies Podium that they are no longer in an active sales process. Upon completion of an End User Transaction, Partner shall confirm such transaction by communicating it to Podium via the Partner Portal or in writing to Partner’s assigned Podium Partner Manager.
2.2 Acceptance. In order for a Lead to be accepted as a Qualified Wholesaler Lead, Partner must meet the following conditions:
(a) At the time of submission, the Lead must meet the definition herein of a Qualified Wholesaler Lead.
(b) The Qualified Wholesaler Lead must purchase Podium Services within six (6) months of the initial Lead submission by Partner, unless extensions are granted by Podium in writing.
(c) Podium must receive a signed contract with payment information from the Qualified Wholesaler Lead.
(d) Information submitted as a Wholesaler Lead must be made in good faith based on Partner’s actual contacts with the approval of the business owner or primary business operator.
(e) If two or more Podium Partners attempt to register the same Lead to Podium within a six-month period, the first partner to submit the Lead information will have rights to such Lead unless and until the Lead by the first partner is marked with a “closed lost” status in Podium’s system due to inability to complete a sale.
2.3 Refusal. Podium may decline a Lead submission for any of the following reasons:
(a) Such Lead is:
(i) a current client of Podium,
(ii) a former client that has cancelled Podium within the last 60 days,
(iii) a former or current reseller or strategic partner of Podium,
(iv) an active Podium sales opportunity with contact in the past 30 days, or
(v) a marketing lead of Podium at the time the applicable Lead is is submitted to Podium by Partner;
(b) Such Lead has already been submitted to Podium by another partner or other strategic partnership arrangement or other Podium Partner program (though Podium may, in its sole discretion, accept the same Lead from multiple partners, subject to Section 2.2(e) above);
(c) Such Lead does not meet Podium’s qualifications for its clients for reasons of credit worthiness, type of business, or location;
(d) Partner fails to comply with the process for submitting the Lead in accordance with the procedures designated by Podium in this Agreement or Partner’s failure to comply with any other procedure or policy set forth in the Partner Portal: or
(e) Such Lead is identified as a competitor or reseller.
3. PRODUCT ONBOARDING AND SUPPORT SERVICES
3.1 Delivery of Products and API. Subject to Partner’s and, as applicable, each End User’s performance of its duties and obligations under this Agreement, including but not limited to timely payment of all applicable payments to Podium, Podium shall use commercially reasonable efforts to make the Podium Products available to End Users following new signup. Upon Partner’s written request, Podium will deliver to Partner, at Podium’s option, either an application program interface (API) or defined user interface for transferring data to and from the Podium Products. If Partner accesses or uses any Podium API, Partner must comply with Podium’s applicable API policies.
3.2 Tiered Support. Unless otherwise specified in Partner’s Podium Partner Agreement, Partner will provide primary support for the Podium Products and the components thereof. Podium will offer secondary support on technical issues, troubleshooting, and system integrations.
3.3 Technical Contacts. The individuals listed as Partner in Podium Partner Agreement will be the primary contacts for each party with regard to the Support Services. Each party will provide the other party with written notice if its technical contact is changed. The parties will select technical contacts that have been trained in the operation of the Podium Products.
4. PRICING & PAYMENTS
4.1 Pricing. Partner shall pay Podium the applicable fees for all End User Subscriptions according to the Wholesaler pricing specified in Partner’s Podium Partner Agreement, including any exhibits attached thereto.
4.2 Payment. Partner will pay the applicable fees for each End User license beginning on the day the End User Transaction is confirmed in the Partner Portal and on a prorated basis for the remainder of the first month of each End User Subscription. Thereafter, Partner will pay the applicable End User fee(s) at the beginning of each month of the End User Subscription, except as otherwise agreed to by the parties in writing. Partner is responsible to keep an active credit card on file with Podium for payment of all active End User Subscriptions. Credit card information may be updated through Accounts Receivable. Partner bears sole responsibility to pay for accepted End User Subscriptions of Podium Products regardless of any non-payments by any of its End Users.
4.3 Currency and Late Payment. In the event Partner does not pay the End User fees due for any End User’s account within fifteen (15) days after notice of non-payment from Podium: (a) the unpaid fees will incur a late fee equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount allowed by applicable law, and (b) Podium may suspend the End User’s access to the Podium Services while any payment is delinquent and Podium will communicate directly with End User if communication with Partner cannot be established. Unless otherwise specified in Partner’s Podium Partner Agreement, all amounts payable under this Agreement are denominated in United States dollars, and Partner will pay all such amounts in United States dollars.
PART C- ADDITIONAL TERMS APPLICABLE TO REFERRAL PARTNER
In addition to the terms and conditions set forth in Part A above, this Part C applies to all Partners designated as Referral Partners in the applicable Podium Partner Agreement.
1. REFERRAL PARTNER ELIGIBILITY, APPOINTMENT AND RESPONSIBILITIES
1.1 Eligibility Criteria. To be eligible for appointment and ongoing participation in the Podium Partner Program as a Referral Partner, Partner must agree to and comply with the following Eligibility Criteria:
(a) Enrollment and Acceptance. Partner must enroll as a Podium Referral Partner by: (a) by executing a Podium Partner Agreement or (b) completing enrollment via the Podium Partner Portal. Partner’s enrollment must be accepted by Podium, and Podium may reject Partner’s enrollment for any reason.
(b) Payment of Enrollment Fees. Partner must pay to Podium any applicable enrollment fees (“Enrollment Fee(s)”) to the extent they are specified and agreed to during Partner’s enrollment process.
(c) Completion of training/certification. To the extent applicable, Partner must complete all necessary training and/or certifications, as reasonably required by Podium from time to time and
(d) Acceptance of and compliance with applicable terms. Partner must accept and comply with all applicable terms set forth in the Podium Partner Agreement and this Agreement, all as amended from time to time.
1.2 Appointment. Subject to the terms of this Agreement, including the applicable Podium Partner Agreement, Podium hereby appoints Partner as a non-exclusive representative in the Territory identified in Partner’s Podium Partner Agreement to market to, solicit and/or refer potential customers for the Podium Products. Partner will not have the authority, express or implied, to make any commitment or incur any obligations on behalf of Podium other than making referrals as set forth in this Agreement.
1.3 Referral Partner Responsibilities. Partner shall prospect, identify, and promote Podium to Referrals interested in the Podium Products. Partner shall register each Referral Lead as set forth in Part C, Section 2 below. Partner shall conduct all business under Partner’s own name and in accordance with the highest business standards, acting in good faith and in compliance with all laws and not perform any act which would or might reflect adversely upon Podium’s business, products, or brand integrity.
1.4 General Restrictions. Except as explicitly provided in this Agreement or expressly permitted by applicable law, Partner will not, and will not permit or authorize its employees or other third parties to (a) decompile, disassemble, reverse engineer, or otherwise attempt to discern the source code of the Podium Products; (b) copy, modify, enhance, or otherwise create derivative works of the Podium Products; (c) develop product(s) or service(s) that are competitive or substantially similar to the Podium Product(s) or Service(s) in violation of Podium’s proprietary or intellectual property rights or Partner’s confidentiality obligations hereunder; or (d) develop methods to enable unauthorized use of the Podium Products.
2. LEAD REGISTRATION
2.1 Requirements. Partner must identify and register Referrals through the Partner Portal, or other electronic delivery methods as designated by Podium in writing. Each Referral shall include at a minimum the information required in the Partner Portal registration form, or otherwise specified by Podium,, including but not limited to name and contact details, which must be completed in full in order for the Referral to be accepted. Podium will provide Partner electronic or written confirmation of its acceptance (or denial) of a Referral. Each Referral submitted to Podium that Podium has given Partner electronic or written acceptance shall be referred to as a “Qualified Referral Lead”. The date on which such acceptance is given shall be referred to, with respect to such Qualified Referral Lead, the “Qualified Referral Lead Date”. Following the Qualified Referral Lead Date, Partner shall have a six- (6) month period of non-solicitation from Podium, unless Partner notifies Podium that they are no longer in an active sales process. To the extent Podium shares affiliate links with Partner for use with Referrals, Partner shall not share such affiliate links publicly in any manner.
2.2 Acceptance. In order for a Referral to be accepted as a Qualified Referral Lead, Partner must meet the following conditions:
(a) At the time of submission, the Referral must meet the definition herein of a Qualified Referral Lead.
(b) The Qualified Referral Lead must purchase Podium Services within six (6) months of the initial Referral submission by Partner, unless extensions are granted by Podium in writing.
(c) The Qualified Referral Lead must purchase Podium Services within six (6) months of the initial Referral submission by Partner, unless extensions are granted by Podium in writing.
(d) Information submitted as a Referral must be made in good faith based on Partner’s actual contacts with the approval of the business owner or primary business operator.
(e) If two or more Podium Referral Partners refer the same Referral to Podium within a six-month period, the first partner to submit the Referral information will earn the Referral Payment unless the referral by the first partner is marked with a “closed lost” status in Podium’s system due to inability to complete a sale.
2.3 Refusal. Podium may decline a Referral submission for any of the following reasons:
(a) Such Referral is:
(i) a current client of Podium,
(ii) a former client that has cancelled Podium within the last 60 days,
(iii) a former or current partner of Podium,
(iv) an active Podium sales opportunity with contact in the past 30 days, or
(v) a marketing lead of Podium at the time the applicable Referral is made to Podium by Partner;
(b) Such Referral has already been submitted to Podium by another partner or other strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Referral from multiple partners, subject to Section 2.2(e) above);
(c) Such Referral does not meet Podium’s qualifications for its clients for reasons of credit worthiness, type of business, or location;
(d) Partner fails to comply with the process for submitting the Referral in accordance with the procedures designated by Podium in this Agreement or Partner’s failure to comply with any other procedure or policy set forth in the Partner Portal: or
(e) Such Referral is identified as a competitor or reseller.
3. REFERRAL PAYMENT
3.1 Calculation. Subject to the terms of this Agreement, Podium shall pay Partner a one-time single commission solely with respect to each Qualified Referral Lead (the “Referral Payment”). The Referral Payment is Partner’s applicable percentage (set forth in Partner’s Podium Partner Agreement or the applicable Partner Portal commission report) of each Qualified Referral Lead’s Annual Contract Value (ACV).
3.2 Referral Payment Schedule. Referral Payments will be calculated within the first week of the month following the purchase of a Subscription by a Qualified Referral Lead. The Referral Payment will be issued within forty (40) days after the end of the month in which the Referral Payment accrued.
3.3 Requirements. In order to receive payment under this Agreement, Partner must:\
(a) Not be in breach of any of the terms and conditions of this Agreement;
(b) Provide all necessary information for payment including but not limited to baking account information and/or mailing address; and
(c) Prior to commencing Partner activities, Partner must submit to Podium the necessary tax documents (i.e., a fully completed Form W-9 including Partner’s Tax Identification Number for U.S.-based Partners, or Form W-8BEN or W-8BEN-E for non-U.S.-based Partners)
3.4 Delays. Referral Payments will be paid based on the current banking information provided to Podium through the payment processing software as designated by Podium. Partner is required to notify and update Podium promptly when any changes happen to Partner’s address or banking information. Failure to submit Form W-9 (or Form W-8BEN or W-8BEN-E tax forms, where applicable) before the first payout of the Referral Payment may result in delay of payment. All Referral Payments by Podium will be made by bank transfer or check and it is Partner’s responsibility to ensure that Partner has provided Podium with the most up-to-date and correct bank information or mailing address to facilitate payment.
3.5 Forfeiture. Notwithstanding the forgoing or anything to the contrary in this Agreement, if: (a) any of the requirements set forth in Section 3.3 above remain outstanding for six (6) months immediately following the close of a Qualified Referral Lead, or (b) Podium has attempted to pay Partner a Referral Payment by bank transfer or by check at least twice and both attempts have been unsuccessful, then Partner’s right to receive a Referral Payment for a Qualified Referral Lead will be forever forfeited (“Forfeited Payment”). Podium assumes no obligation or responsibility to pay Partner a Referral Payment once it has been designated a Forfeited Payment.
PART D
In addition to the terms and conditions set forth in Part A above, this Part D applies to all Partners designated as Reseller Partners in the applicable Podium Partner Agreement.
1. RESELLER PARTNER ELIGIBILITY, APPOINTMENT AND RESPONSIBILITIES
1.1 Eligibility Criteria. To be eligible for appointment and ongoing participation in the Podium Partner Program as a Solution Partner, Partner must agree to and comply with the following Eligibility Criteria:
(a) Enrollment and Acceptance. Partner must enroll as a Podium Solution Partner by: (i) executing a Podium Partner Agreement; or (ii) completing enrollment via the Podium Partner Portal. Partner’s enrollment must be accepted by Podium, and Podium may reject Partner’s enrollment for any reason.
(b) Payment of Enrollment Fees. Partner must pay to Podium any applicable enrollment fees (“Enrollment Fee(s)”) to the extent they are specified and agreed to during Partner’s enrollment process.
(c) Completion of necessary training/certification. To the extent applicable, Partner must complete all necessary training and/or certifications, as reasonably required by Podium from time to time.
(d) Acceptance of and compliance with applicable terms. Partner must accept and comply with all applicable terms set forth in the Podium Partner Agreement and this Agreement, including any Additional Terms, all as amended from time to time.
(e) End User Product Usage. During the Term, Partner will be accountable for its End Users’ usage of the Podium Products. In order to remain eligible to receive the Reseller Payment (as defined below), Partner’s End Users must meet the following usage-based thresholds throughout the Term:
(i) New End Users must, on average, send 25 messages using the Podium Products within their first 30 days; and
(ii) At least 80% of Partner’s End Users must remain above 25 inbound messages per month via the Podium Products.
If Partner fails to meet the threshold set forth in 1.1(a)(i) or the threshold set forth in 1.1(a)(ii) for two consecutive months, Partner may be suspended from the Podium Partner Program and will forfeit applicable Reseller Payments. Additionally, underperforming Partner End Users may lose access to Podium Products. During any period of suspension, Partner will not be permitted to register any new Leads or End User accounts or receive any Reseller Payments.
1.2 Authorization and Appointment. Subject to Partner’s acceptance of and ongoing compliance with these Terms and any applicable Podium Partner Agreement, Podium hereby authorizes and appoints Partner as a non-exclusive reseller and distributor of the Podium Products listed specifically in Partner’s Podium Partner Agreement. Although the terms “distribute”, “sell”, and “sale” are used throughout this Agreement, the parties recognize and agree that the Podium Products are only licensed and/or sublicensed, not sold.
1.3 License Grants and Restrictions
(a) License to Podium Products. Subject to the terms and conditions of this Agreement, Podium grants to Partner a limited, non-exclusive, non-transferable, non-sublicensable right to (i) resell the Podium Products to End Users in the Territory; (ii) make the Podium Products available to End Users; and (iii) unless otherwise specified in Partner’s Podium Partner Agreement, internally use the Podium Products solely to support Partner’s rights and obligations under this Agreement.
(b) End User Sublicensing. Subject to the terms and conditions of this Agreement, Partner may allow End Users to access and use the Podium Products. Prior to accessing or using the Podium Products, Partner must require each End User to accept Podium Master Terms of Service and Privacy Policy (currently available at https://legal.podium.com/#termsofservice-us) (the “End User Terms”), as set forth on Podium’s website. Partner will promptly notify Podium of any breach of a material obligation under the End User Terms”. Any terms and conditions of any End User Subscription Agreement executed between Partner and End User in connection with a purchase of the Podium Products that are different from or in addition to the terms and conditions of the End User Terms are not binding on Podium and are ineffective.
(c) General Restrictions. Except as explicitly provided in this Agreement or expressly permitted by applicable law, Partner will not, and will not permit or authorize End Users or other third parties to (i) decompile, disassemble, reverse engineer, or otherwise attempt to discern the source code of the Podium Products; (ii) copy, modify, enhance, or otherwise create derivative works of the Podium Products; (iii) develop methods to enable unauthorized use of the Podium Products; (iv) develop product(s) or service(s) that are competitive or substantially similar to the Podium Product(s) or Service(s) in violation of Podium’s proprietary or intellectual property rights or Partner’s confidentiality obligations hereunder; or (v) white label any Podium Service(s) or Product(s).
(d) Export Restrictions. Partner will not distribute the Podium Products in any foreign territory where any of the End User Terms would be unenforceable, where the terms would not provide the protections to Podium and the Podium Products intended under this Agreement, or where there is a significant risk that the Podium Products would fall into the public domain. Partner will not directly or indirectly import, export, or re-export the Podium Products outside the United States without obtaining all permits and licenses as may be required by, and conforming with, all applicable laws and regulations of the governments of the United States and the foreign territory. Partner represents and warrants that Partner is not located in, under the control of, or a national or resident of any country on the United States Commerce Department’s Table of Denial Orders.
2. LEAD & END USER TRANSACTION REGISTRATION
2.1 Requirements. Partner must identify and register Leads, and confirm and/or complete, if applicable, all End User Transactions through the Partner Portal, or other electronic delivery methods as designated by Podium in writing. Each Lead registration shall include at a minimum the information required in the Partner Portal registration form, including but not limited to name and contact details, which must be completed in full in order for the Lead to be accepted. Podium will provide Partner electronic or written confirmation of its acceptance (or denial) of a Lead. Each Lead submitted to Podium that Podium has given Partner electronic or written acceptance shall be referred to as a “Qualified Reseller Lead”. The date on which such acceptance is given shall be referred to, with respect to such Qualified Reseller Lead, the “Qualified Reseller Lead Date”. Following the Qualified Reseller Lead Date, Partner shall have a six- (6) month period of non-solicitation from Podium, unless Partner notifies Podium that they are no longer in an active sales process. For End User Transactions, Partner must submit the following information…..
2.2 Acceptance. In order for a Lead to be accepted as a Qualified Reseller Lead, Partner must meet the following conditions:
(a) At the time of submission, the Lead must meet the definition herein of a Qualified Reseller Lead.
(b) The Qualified Reseller Lead must purchase Podium Services within six (6) months of the initial Lead submission by Partner, unless extensions are granted by Podium in writing.
(c) Podium must receive a signed contract with payment information from the Qualified Reseller Lead.
(d) Information submitted as a Reseller Lead must be made in good faith based on Partner’s actual contacts with the approval of the business owner or primary business operator.
(e) If two or more Podium Partners attempt to register the same Lead to Podium within a six-month period, the first partner to submit the Lead information will earn the Reseller Payment unless the Lead by the first partner is marked with a “closed lost” status in Podium’s system due to inability to complete a sale.
2.3 Refusal. Podium may decline a Lead submission for any of the following reasons:
(a) Such Lead is:
(i) a current client of Podium,
(ii) a former client that has cancelled Podium within the last 60 days,
(iii) a former or current reseller or strategic partner of Podium,
(iv) an active Podium sales opportunity with contact in the past 30 days, or
(v) a marketing lead of Podium at the time the applicable Lead is is submitted to Podium by Partner;
(b) Such Lead has already been submitted to Podium by another partner or other strategic partnership arrangement or other Podium Partner program (though Podium may, in its sole discretion, accept the same Lead from multiple partners, subject to Section 2.2(e) above);
(c) Such Lead does not meet Podium’s qualifications for its clients for reasons of credit worthiness, type of business, or location;
(d) Partner fails to comply with the process for submitting the Lead in accordance with the procedures designated by Podium in this Agreement or Partner’s failure to comply with any other procedure or policy set forth in the Partner Portal: or
(e) Such Lead is identified as a competitor or reseller.
3. PRODUCT ONBOARDING AND SUPPORT SERVICES
3.1 Tiered Support. Unless otherwise specified in Partner’s Podium Partner Agreement, Partner will provide primary support for the Podium Products and the components thereof. Podium will offer secondary support on technical issues, troubleshooting, and system integrations.
3.2 Technical Contacts. The individuals listed as Partner in Podium Partner Agreement will be the primary contacts for each party with regard to the Support Services. Each party will provide the other party with written notice if its technical contact is changed. The parties will select technical contacts that have been trained in the operation of the Podium Products.
4. RESELLER PAYMENTS
4.1 Reseller Payment Calculation. Subject to the terms of this Agreement, if Podium is responsible for billing and collecting fees directly from End Users for any End User Subscriptions that resulted from Partner’s authorized activities hereunder, as specified in applicable Podium Partner Agreement and End User Subscription Agreement (s), Partner will receive a commission calculated as a percentage of the total amount of Subscription fees actually paid to Podium by Partner’s End User(s) for Podium Products (the “Reseller Payment”). The applicable Reseller Payment percentage rate will be specified in Partner’s Podium Partner Agreement and will correspond to the Partner obligations expressly specified in Partner’s Podium Partner Agreement.
4.2 Payment Schedule. Podium will calculate and pay Reseller Payments on a monthly basis, with payment being issued to Partner within forty (40) days after the end of the month in which the Reseller Payment accrued.
4.3 Requirements. In order to receive payment under this Agreement, Partner must:
(a) Not be in breach of any of the terms and conditions of this Agreement;
(b) Provide all necessary information for payment including but not limited to banking account information and/or mailing address; and
(c) Prior to commencing Partner activities, Partner must submit to Podium the necessary tax documents (i.e., a fully completed Form W-9 including Partner’s Tax Identification Number for U.S.-based Partners, or Form W-8BEN or W-8BEN-E for non-U.S.-based Partners)
4.4 Delays. Reseller Payments by Podium to Reseller will be paid based on the current banking information provided to Podium through the payment processing software as designated by Podium. Partner is required to notify and update Podium promptly when any changes happen to Partner’s address or banking information. Failure to submit Form W-9 (or Form W-8BEN or W-8BEN-E tax forms, where applicable) before the first payout of the Reseller Payment may result in delay of payment. All Reseller Payments by Podium will be made by bank transfer or check and it is Partner’s responsibility to ensure that Partner has provided Podium with the most up-to-date and correct bank information or mailing address to facilitate payment.
4.5 Forfeiture. Notwithstanding the forgoing or anything to the contrary in this Agreement, if: (a) any of the requirements set forth in Section 4.3 above remain outstanding for six (6) months immediately following the close of a Qualified Lead, or (b) Podium has attempted to pay Partner a Reseller Payment by bank transfer or by check at least twice and both attempts have been unsuccessful, then Partner’s right to receive a Partner Payment for a Qualified Lead will be forever forfeited (“Forfeited Payment”). Podium assumes no obligation or responsibility to pay Partner a Reseller Payment once it has been designated a Forfeited Payment.
Effective May 10th 2022 to May 17th 2022
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Table of Contents
Podium Partner Program Terms and Conditions
This is an agreement between you (“Partner” or “you”) and Podium Corporation, Inc. (“Podium,” “we,” or “us”). By clicking to accept these terms, by enrolling in the Podium Partner Program (as defined herein), by marketing or offering Podium Product(s) or Service(s) to Leads or End User(s) (as defined below) under these terms, or by signing or clicking to accept any agreement referencing these Terms, you agree to all the applicable terms and conditions of these Podium Partner Terms of Service (“Terms” or “Agreement”).
By accepting this Agreement you represent and warrant that you have the legal power and authority to enter into this Agreement. If Partner is an entity, this Agreement is entered into by an employee or agent with all necessary authority to bind that entity to this Agreement.
We may periodically update these Terms. We might also choose to replace these Terms in their entirety if, for example, the Podium Partner Program ends or becomes part of another partner program. If we update or replace the Terms we will notify you in accordance with Section 15.7 below. If you don’t agree to any material update or replacement, you may choose to terminate as we describe below.
This Agreement addresses different types of Partner activities. Part A applies to all Partners. Part B applies to Wholesaler Partners; Part C applies to Referral Partners; and Part D applies to Reseller Partners, each as defined below. If you do not participate in partner activities described in Parts B, C, or D then these Parts of the Agreement do not apply to you.
If you have entered into another agreement with Podium concerning your role as a Podium Partner (as further defined below), the terms of that agreement control in the event of any conflict with these Terms.
PART A – TERMS APPLICABLE TO ALL PARTNERS
1. Definitions
1.1 "Content" means text, images or other content that the Partner or End User selects or submits for use or incorporation with the Service (including without limitation, chat and message logs).
1.2 "End User" means any person or entity that is a client or customer of Partner or Podium, or that is a potential client or customer of Partner or Podium, and that accesses or uses a Podium Service or Product for its own use, but not for resale or further distribution. An End User shall be a "Lead" of a party, where such party introduces such Lead to the other party for purposes of entering into an End User Subscription Agreement.
1.3 "End User Subscription" means the agreed upon duration of an End User’s contract term for Podium Services, as specified in the applicable Podium Partner Agreement and End User Subscription Agreement. If no specific End User contract term requirements are specified in Partner’s Podium Partner Agreement, the End User Subscription shall mean 12 months.
1.4 "End User Subscription Agreement" means a quote, services or purchase agreement, order form, statement of work, online registration form, or other similar documentation which details the Podium Services purchased by an End User and by which an End User agrees to a Subscription for Podium Services.
1.5 "End User Transaction" means the execution of an End User Subscription Agreement, whereby an End User contracts with a Partner, or with Podium directly, for Podium Services.
1.6 "Partner" means any entity, individual or otherwise, participating in the Podium Partner Program as a wholesaler partner who is authorized under the Agreement to distribute, sell, and/or service the Podium Products and to contract with and bill End Users directly for purchased Podium Products (“Wholesaler Partner,” as further defined below), as a referral partner who is authorized to market to, solicit, and refer potential customers to the Podium Products (“Referral Partner,” as further defined below), or as a reseller partner who is authorized to under the Agreement to distribute, sell, and/or service the Podium Products to customers, provided that any End User Transactions and all applicable billing occur directly between End User(s) and Podium for all purchased Podium Products (“Reseller Partner,” as further defined below).
1.7 "Podium Partner Agreement" means a signed agreement, including all attachments and/or exhibits, between Podium and Partner, referencing these Terms and authorizing Partner to participate in the Podium Partner Program.
1.8 "Podium Technology" means the Service(s), Product(s), any and all related or underlying documentation, technology, code, know-how, logos and templates (including in any reports or output obtained from the Service), anything delivered as part of support or other services, and any updates, modifications or derivative works of any of the foregoing, including as may incorporate any feedback. Podium Technology includes Podium.com (https://www.podium.com/), including all of its related applications, dashboards or platforms (individually and collectively, the "Website").
1.9 "Product(s)" means the Podium products and/or Services specified herein or on any applicable Podium Partner Agreement, which Partner is authorized to sell, market, or promote, as applicable, but in no event shall any “Podium Product” include any source code or object code.
1.10 "Partner Portal" means the website Podium assigns Partner access to in order for Partner to register a Referral, track the progress of Lead submissions, and monitor Wholesaler, Referral, or Reseller Payments, as applicable.
1.11 "Referral" means a person, business, or entity submitted and accepted through the Partner Portal by a Podium Referral Partner that has the potential to purchase Podium Services and that is not otherwise a Podium client or has cancelled Podium within the last 60 days.
1.12 "Service(s)" means the specific proprietary product of Podium provided to Partner and/or End User for End User’s use during an End User Subscription. The “Service(s)” also includes the Website, as defined herein. The “Service” does not include any Third-Party Product.
1.13 "Support Services" means the support and maintenance services related to the Podium Product.
1.14 "Territory" means the specific territory listed on Partner’s Podium Partner Agreement. If no territory is listed on Partner’s Podium Partner Agreement, “Territory” means the United States, Canada, and Australia.
1.15 "Third-Party Product" means any add-on, applications, integrations, software, code, online services, systems and other products not developed by Podium.
Other terms are defined in other Sections of this Agreement
2. PODIUM TECHNOLOGY
2.1 Podium Services. Podium provides a proprietary multi-product platform which includes without limitation reviews, messaging, payment processing, and automation, and any other services Podium may offer from time to time. To the extent that Partner will have direct access to the Podium Services for reporting purposes or otherwise, Partner will be subject to, and must agree to, the applicable provisions of the Podium Master Terms of Service, currently available at https://legal.podium.com/#termsofservice-us, as amended from time to time ("Podium Master Terms of Service").
2.2 Modifications of the Services/Products. Podium may modify the Product(s) set forth in the applicable Podium Partner Agreement to include or remove any Services, provided that Podium provides Partner with at least thirty (30) days advance written notice of any material change.
2.3 Beta Releases. From time to time, Podium may, in its sole discretion, invite Partner to use, resell, or offer for referral, on a trial basis, potential new services or features that are in development and not yet available to all Partners or Podium clients (“Beta Services”). Beta Services may be subject to additional terms and conditions, which Podium will provide to Partner prior to Partner’s use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information of Podium and subject to the confidentiality provisions of this Agreement. Podium makes no guarantees or promises with respect to the continued availability of any Beta Services or that future versions of a Beta Services will be released or will be available under the same commercial or other terms. Notwithstanding anything to the contrary herein, Podium may discontinue the Beta Services at any time for any reason or no reason in Podium’s sole discretion, without liability.
3. PODIUM PARTNER PROGRAM
3.1 Overview. Subject to these Terms and the applicable Podium Partner Agreement, Podium will provide you the opportunity to market, promote, and/or sell certain Podium Products, and, as applicable, onboard and support customers for those Products through the partner program as set forth herein (the “Podium Partner Program”). Partners may participate in multiple partner activities as set forth in Partner’s Podium Partner Agreement.
3.2 Partner Obligations.
(a) Eligibility. To be eligible to participate as a Partner in the Podium Partner Program, you must agree to and comply with all the applicable terms and conditions of this Agreement, including but not limited to the applicable eligibility criteria set forth herein (“Eligibility Criteria”) and any applicable Podium Partner Agreement for the duration of the Term. Podium may terminate this Agreement and/or discontinue Partner payments if you fail to meet any of the applicable Eligibility Criteria set forth in this Agreement at any time.
(b) Compliance with Applicable Laws. Partner shall comply, and shall ensure that any third parties performing sales, marketing or referral activities on its behalf comply, with all applicable foreign and domestic laws (including without limitation export laws, privacy regulations and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. Partner shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to Podium, Podium’s customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Podium Products. Partner will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. Partner will not directly or indirectly export, re-export, or transfer the Podium Products to prohibited countries or individuals or permit use of the Podium Products by prohibited countries or individuals.
(c) Partner Rights and Permissions. Partner represents and warrants that: (i) Partner has all sufficient rights and permissions to provide the lead or End User data to us for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) Partner’s participation in this Program will not conflict with any of its existing agreements or arrangements; and (iii) Partner owns or has sufficient rights to use and to grant to us our right to use Partner trademarks as set forth herein.
(d) Sales and Marketing Practices. In selling, marketing, and/or promoting the Podium Products and otherwise performing under this Agreement, Partner will (i) not make any representations, warranties, or guarantees concerning the Podium Products that are inconsistent with or in addition to those made by Podium in this Agreement; or (ii) not advertise the Podium Product(s) at retail prices less than those set forth in the applicable Podium Partner Agreement or as otherwise communicated to you in writing by your assigned Partner Manager.
(e) Cost of Marketing Activities. Unless otherwise set forth in the applicable Podium Partner Agreement, Partner will bear all costs and expenses related to Partner’s marketing or promotion of Podium or the Podium Products under this Agreement.
(f) Duty to inform. Partner shall promptly notify Podium of any information known to Partner that could reasonably lead to a claim, demand, or liability of or against Podium by any third party.
(g) Partner Manager. Each party will designate a single point of contact within its organization to manage the relationship established by this Agreement (“Partner Manager”). Either party may change its Partner Manager by providing written notice to the other party. The Partner Managers will meet as necessary to discuss the business relationship and manage the activities contemplated by this Agreement. Disputes that cannot be resolved by the Partner Managers will be escalated to more senior executives for resolution.
4. PRICING, PAYMENTS, AND REPORTING
4.1 Payments. Each party will make applicable payments of fees, commissions, revenue shares, and any other payment according to the terms of this Agreement and any applicable Podium Partner Agreement, including any exhibits attached thereto.
4.2 Taxes. Other than net income taxes imposed on Podium, Partner will bear responsibility for all applicable taxes, duties, and other governmental charges (collectively, “taxes”) resulting from Partner’s activities under this Agreement. Partner will pay any additional taxes as are necessary to ensure that the net amounts received by Podium after all such taxes are paid are equal to the amounts that Podium would have been entitled to in accordance with this Agreement as if the taxes did not exist.
4.3 Records. During the Term of this Agreement and for two years after, Partner will maintain at its primary place of business full, true, and accurate books of account (kept in accordance with generally accepted accounting principles) and records concerning all transactions and activities under this Agreement. Such books and records will include and record, without limitation, all data that Partner is required to provide with respect to Podium Product purchases (including End User contact information) executed by Partner and any applicable Referrals.
4.4 Audit of Records. Podium, or its authorized agent, shall have the right to examine and audit the books and records set forth in Section 4.3 at its own expense and upon reasonable prior notice during normal business hours. In the event of any dispute as to the sufficiency or accuracy of such records, Podium may have an independent auditor examine and certify such records at Podium’s expense, provided that Partner shall be required to pay for such expenses if it is determined that Podium was underpaid amounts due to it, or that Partner was overpaid by Podium, by more than 5% for any annual period. Partner shall make prompt adjustment to compensate for any errors or omissions disclosed by any such examination and certification of Partner’s records.
5. TERM AND TERMINATION
5.1 Term. Unless otherwise set forth in your Podium Partner Agreement, this Agreement will commence upon the Effective Date of the applicable Podium Partner Agreement, and continue for 12 months (the “Initial Term”). This Agreement shall automatically, and without further action by the parties hereto, renew for additional terms of 12 months (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either party hereto provides written notice of non-renewal to the other party no later than 30 days prior to the end of the then-current Term or this Agreement is terminated as otherwise set forth herein.
5.2 Termination without Cause. Unless otherwise specified in any Podium Partner Agreement applicable to you, Podium may terminate this Agreement without cause by giving you 30 days prior written notice. No refunds will be given for termination pursuant to this section.
5.3 Termination for Cause. If either party fails to perform any of its material obligations under this Agreement, the other party may terminate this Agreement by giving 30 days prior written notice if the matters set forth in such notice are not cured to the other party’s reasonable satisfaction within the 30-day period. Additionally, Partner may terminate this Agreement upon 30 days prior written notice, in the event Podium makes material changes to these Terms to which Partner does not agree.
5.4 No Liability for Termination. Except as expressly required by law, if either party terminates this Agreement in accordance with any of the provisions of this Agreement, neither party will be liable to the other because of such termination for compensation, reimbursement, or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases, or commitments in connection with the business or goodwill of Podium or Partner. Termination will not, however, relieve either party of obligations incurred prior to the effective date of the termination.
5.5 Effects of Termination. If this Agreement is terminated for any reason, (a) Partner will pay to Podium any fees, reimbursable expenses, compensation, and other amounts that have accrued prior to the effective date of the termination, (b) any and all liabilities accrued prior to the effective date of the termination will survive, (c) Partner will immediately cease use of and cease providing access to the Podium Products; and (d) Partner will immediately cease to use all Podium Trademarks and any listing by Partner of Podium’s name in any website, directory, public record, or elsewhere, must be removed by Partner as soon as possible, but in any event not later than the subsequent issue of such publication. If Podium terminates this Agreement under Section 5.3, all Podium’s payment obligations under this Agreement shall immediately cease. If Podium terminates this Agreement under Section 5.2 above, Podium will continue to make payment to Partner as set forth in Part D, Section 4 below, if applicable, for up to 12 months from the date of termination. The following provisions will survive any expiration or termination of this Agreement: Sections 4, 5, 8, 9, 10, 11, 13, 14, and 15. End User Subscription Agreements will survive in accordance with their terms.
6. PODIUM NAME AND TRADEMARK USAGE
6.1 Use of Company Names. Podium may identify Partner in Podium advertising and marketing materials as a Podium Partner. Podium will not use any Partner trademarks to identify Partner without Partner’s prior written approval, which approval will not be unreasonably withheld. Partner may identify Podium as the supplier of the Podium Products in Partner’s advertising and marketing materials if such materials are approved in writing in advance by Podium, which approval will not be unreasonably withheld.
6.2 Podium Trademarks. Subject to the provisions of this Section 6, during the Term of this Agreement, Partner will have the right to advertise the Podium Products with Podium trademarks, trade names, service marks, and logos of Podium (“Podium Trademarks”), subject to Podium’s prior inspection and written approval of all materials bearing Podium Trademarks. All representations of Podium Trademarks that Partner intends to use will first be submitted to Podium for approval (which will not be unreasonably withheld) of design, color, and other details, or will be exact copies of those used by Podium. Partner will fully comply with all guidelines, if any, communicated by Podium concerning the use of Podium Trademarks. Podium may modify any of Podium Trademarks, or substitute an alternative mark for any of Podium Trademarks, upon 30 days prior notice to Partner.
6.3 Use of Podium Trademarks. Partner will not alter or remove any of Podium Trademarks contained on or within the Podium Products. Except as set forth in this Section 6, nothing contained in this Agreement will grant or will be deemed to grant to Partner any right, title, or interest in or to Podium Trademarks. All uses of Podium Trademarks and related goodwill will inure solely to Podium and Partner will obtain no rights or goodwill with respect to any of Podium Trademarks, other than as expressly set forth in this Agreement, and Partner irrevocably assigns to Podium all such right, title, interest, and goodwill, if any, in any of Podium Trademarks. At no time during or after the Term of this Agreement will Partner challenge or assist others to challenge Podium Trademarks (except to the extent expressly required by applicable law) or the registration thereof or attempt to register any of Podium Trademarks or marks or trade names that are confusingly similar to those of Podium. Additionally, Partner will not: (a) use the Podium Trademarks or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media or domain name (including without limitation top-level domains, sub-domains and page URLs), products or services (including without limitation, in the name or design of any Application or Theme), unless granted express written permission by Podium in advance of each use; or (b) purchase or register search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses or domain names that use the Podium Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Podium Trademarks.
7. PROPRIETARY RIGHTS AND NOTICES
7.1 Proprietary Rights. Podium will own all right, title, and interest in and to the Podium Services, Product(s) and Podium Technology. Partner will not act to jeopardize, limit, or interfere in any manner with Podium’s ownership of and rights with respect to the Podium Products. Partner will have only those rights in or to the Podium Services or Products and documentation granted to it pursuant to this Agreement.
7.2 Proprietary Rights Notices. Partner and its employees and agents will not remove or alter any trademark, trade name, copyright, patent, patent pending, or other proprietary notices, legends, symbols, or labels appearing on the Podium Products or related documentation delivered by Podium.
8. DATA & OWNERSHIP
8.1 Data Ownership. The parties agree that each party shall retain all right, title, and interest worldwide in its inventions and all applicable intellectual property rights, as of the Effective Date or discovered, conceived, or reduced to practice by such party during the Term. The parties further agree that data transmitted under this Agreement (including, but not limited to, reports, structured data, and visual representations of data), together with all intellectual property rights in such data (“Data”), shall be owned as follows: (a) Data transferred by Partner to Podium (excluding any Data provided to Podium to which Partner would not otherwise have any ownership rights) shall be owned by Partner; (b) Data stored in Podium’s platform shall be owned by Podium (excluding any Data provided by Partner to which Podium would not otherwise have any ownership rights).
8.2 Monitoring. Partner understands and agrees that Podium, and any third-party platform(s) Partner or its End User(s) uses or accesses in connection with the Service(s), may monitor and analyze Content submitted by Partner or End User (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Website, Products, Services or third-party platform; to improve Partner’s or End User’s experience using the Website, Products, Services or third-party platform; to customize and communicate informational or product offerings and promotions to Partner or End User; and/or to make the Website, Products, Services, or third-party Platform more helpful or useful to Partner, End User and other users.
8.3 Feedback. If Partner elects to provide any suggestions, comments, improvements, information, ideas or other feedback or related materials to Podium (collectively, "Feedback"), Partner hereby grants Podium a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute and exploit any such Feedback in any manner without any obligation, payment or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate or market products, whether incorporating Feedback or otherwise.
9. LIMITED WARRANTY AND DISCLAIMER
9.1 Limited Warranty. Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement; and (c) the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
9.2 WARRANTY DISCLAIMER.
(a) EXCEPT FOR THE EXPRESS WARRANTY provided in section 9.1, ALL PODIUM PRODUCTS AND RELATED SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT PODIUM PRODUCT AND PODIUM TECHNOLOGY WILL MEET PARTNER OR END USER’S REQUIREMENTS OR EXPECTATIONS, THAT END USER DATA WILL BE ACCURATE, COMPLETE OR PRESERVED WITHOUT LOSS, OR THAT PODIUM TECHNOLOGY WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY END USER PROPERTIES, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE AND DISCLOSURE OF END USER DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY END USER BASED UPON PODIUM TECHNOLOGY OR PODIUM’S RELATED PRODUCTS (INCLUDING CHANGES TO END USER PROPERTIES). THE DISCLAIMERS IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. PARTNER OR END USER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
(b) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS PARTNERS OR CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS PARTNERS OR CLIENT(S) SHALL NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
10. PODIUM INDEMNIFICATION
10.1 Infringement Indemnification. Podium will indemnify Partner against any third-party claims and related out-of-pocket costs, damages, liabilities and out-of-pocket expenses arising from or pertaining to a claim that the Podium Services infringe upon any intellectual property rights of any third party if: (a) Partner gives Podium prompt written notice of the claim; (b) Podium has full and complete control over the defense and settlement of the claim; (c) Partner provides assistance in connection with the defense and settlement of the claim as Podium may reasonably request; and (d) Partner complies with any settlement or court order made in connection with the claim (e.g., relating to the future use of any infringing materials).
10.2 Mitigation of Infringement Action. If permitted use of the Podium Products are, or in Podium’s reasonable opinion are likely to become, enjoined or materially diminished as a result of a proceeding arising under Section 10.1, then Podium will either: (a) procure the continuing right to use of the Podium Products; (b) replace or modify the Podium Products in a functionally equivalent manner so that it no longer infringes; or if, despite its commercially reasonable efforts, Podium is unable to do either (a) or (b), Podium will (c) terminate the licenses with respect to the Podium Products subject to the infringement claim and refund to Partner all unused fees pre-paid by Partner (if any).
10.3 Exceptions. Podium will have no obligation under this Section 10 for any alleged infringement or misappropriation to the extent that it arises out of or is based upon (a) use of the Podium Products in combination with other products if such alleged infringement or misappropriation would not have arisen but for such combination; (b) Podium Products that are provided to comply with designs, requirements, or specifications required by or provided by Partner, if the alleged infringement or misappropriation would not have arisen but for the compliance with such designs, requirements, or specifications; (c) use of Podium Products for purposes not intended; (d) failure to use Podium Products in accordance with instructions provided by Podium, if the alleged infringement or misappropriation would not have occurred but for such failure; or (e) any modification of the Podium Products not made or authorized in writing by Podium where such alleged infringement or misappropriation would not have occurred absent such modification. Partner is responsible for any costs or damages that result from these actions.
10.4 Exclusive Remedy. This Section 10 states Podium’s sole and exclusive liability, and Partner’s sole and exclusive remedy, for the actual or alleged infringement or misappropriation of any third party intellectual property right by the Podium Products.
11. PARTNER INDEMNIFICATION
11.1 Partner will indemnify and hold Podium harmless from and against any third-party claims and related costs, damages, liabilities and expenses (including reasonable attorney’s fees) arising from or pertaining to (a) breach or alleged breach of Partner’s obligations under this Agreement, including but not limited to Podium’s use, as contemplated in this Agreement, of any End User information provided to Podium by Partner, (b) Partner’s negligence or willful misconduct, and (c) any claim of a governmental entity or other party that Partner has violated any law, rule, or regulation. Partner also agrees to defend Podium against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing and the Parties will reasonably cooperate on any defense. Partner must not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts or take or refrain from taking any action.
12. INSURANCE
12.1 Required Coverage. During the Term of this Agreement, Partner, at its sole cost and expense, will carry and maintain insurance with a reputable company or companies insuring such party, its agents, employees, and associates from general liability, specifically covering personal and bodily injury and property damage. Partner must obtain insurance with limits reasonable for a company such as Partner.
12.2 Proof of Insurance. Upon written request, Partner will provide Podium with a Certificate of Insurance stating that the foregoing insurance policies are in full force and effect. Partner will require each insurer to give Partner 30 days’ written notice before the policy or policies are canceled or materially altered.
13. CONFIDENTIAL INFORMATION
13.1 Definition. Confidential Information” means any trade secrets or other information of a party, whether of a technical, business, or other nature (including, without limitation, information relating to a party’s technology, software, products, services, designs, methodologies, business plans, finances, marketing plans, customers, prospects, or other affairs), that is disclosed to a party during the Term of this Agreement and that such party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party. Confidential Information does not include any information that: (a) was known to the receiving party prior to receiving the same from the disclosing party in connection with this Agreement; (b) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party; (c) is acquired by the receiving party from another source without restriction as to use or disclosure; or (d) is or becomes part of the public domain through no fault or action of the receiving party.
13.2 Restricted Use and Nondisclosure. During and after the Term of this Agreement, each party will: (a) use the other party’s Confidential Information solely for the purpose for which it is provided; (b) not disclose the other party’s Confidential Information to a third party unless the third party must access the Confidential Information to perform in accordance with this Agreement, and the third party has executed a written agreement that contains terms that are substantially similar to the terms contained in this Section 13; and (c) maintain the secrecy of, and protect from unauthorized use and disclosure, the other party’s Confidential Information to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature.
13.3 Required Disclosure. If either party is required by law to disclose the Confidential Information or the Terms of this Agreement, the disclosing party must give prompt written notice of such requirement before such disclosure, to the extent permitted by law, and assist the non-disclosing party in obtaining an order protecting the Confidential Information from public disclosure.
13.4 Return of Materials. Upon the termination or expiration of this Agreement, or upon earlier request, each party will deliver to the other or destroy all Confidential Information that it may have in its possession or control. Notwithstanding the foregoing, neither party will be required to return materials that it must retain in order to receive the benefits of this Agreement or properly perform in accordance with this Agreement.
14. LIMITATION OF LIABILITY
14.1 IN NO EVENT WILL PODIUM, ITS SHAREHOLDERS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL PODIUM’S TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT AND USE OF THE SERVICES AND PRODUCTS (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED IN AGGREGATE THE TOTAL AMOUNT PAID OR PAYABLE BY END USERS IN RELATION TO THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE PARTIES AGREE THAT THIS SECTION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE SERVICES CAN BE MADE AVAILABLE FOR FREE OR AT REDUCED PRICES, ONLY BECAUSE OF PODIUM’S RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. SOME STATES LIMIT THE APPLICABILITY OF SUCH LIMITATIONS AND DISCLAIMERS. IN THOSE STATES, THE LIMITATIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT ALLOWED BY LAW.
15. GENERAL
15.1 Independent Contractors. Although the term “partner” is used throughout the Agreement, the relationship of the parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement should be construed to give either party the power to (a) act as an agent or (b) direct or control the day-to-day activities of the other. Financial and other obligations associated with each party’s business are the sole responsibility of that party.
15.2 Non-Exclusivity. Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement will not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations. Additionally, Podium is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with Partner’s products or services, regardless of their similarity to Partner’s products or services, provided that Podium does violate its confidentiality obligations to do so.
15.3 Direct Sales by Podium. Podium reserves the unrestricted right to market, distribute, sell, and upsell licenses to the Podium Products worldwide, including without limitation through original equipment manufacturers, value added resellers, and other third-party intermediaries and directly to End Users.
15.4 Assignability. Partner may not assign its right, duties, or obligations under this Agreement without Podium’s prior written consent, except in connection with a merger, acquisition or sale or exclusive license of all or substantially all of Partner’s assets to a party that could not reasonably be deemed a competitor of Podium. If consent is given, this Agreement will bind Partner’s successors and assigns. Any attempt by Partner to transfer its rights, duties, or obligations under this Agreement except as expressly provided in this Agreement is void.
15.5 Non-Solicitation; Noncompetition. During the Term of this Agreement and for a period of six months thereafter, neither party hereto will solicit any End User of the other party to cease doing business with such other party; provided, however, that this provision shall not limit the ability of a party to continue servicing such End User(s) with respect to services performed by such party during the Term of this Agreement. Additionally, during the Term of this Agreement and for a period of one year thereafter, Partner will not, directly or indirectly, (a) employ or solicit the employment or services of an employee or independent contractor of Podium; or (b) develop or offer for sale or license to any End User or other third-party tools or services that directly competes with or is substantially similar to any Podium Product(s) without the prior express written consent of Podium.
15.6 Notices. Any notice or communication to Podium under this Agreement must be in writing. Partner must send any notices under this Agreement (including breach notices) to Podium Headquarters and include "Attn. Legal Department"in the subject line. Podium may send notices to the e-mail addresses listed on Partner’s Podium Partner Agreement or, at Podium’s option, to Partner’s last-known postal address.
15.7 Amendments; Waivers. Podium may update or modify these Terms (including referenced policies and other documents) from time to time by posting a revised version on the Website, Service, or Partner Portal, or by notification via the email associated with your Podium Partner account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Renewal Term. Immaterial modifications will become effective upon posting or notification, and continued activity as a Partner, following the update, shall constitute acceptance of the updated Terms. If you do not agree to the updated Terms, you will no longer have access to the Services and/or Partner Portal. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement shall not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
15.8 Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order. Each party will use reasonable efforts to mitigate the effect of any force majeure event.
15.9 Governing Law. This Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement shall be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both Parties submit to the personal jurisdiction of these courts.
15.10 Severability; Binding Effect. If any provision of the Terms shall be invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of the terms shall not be impaired. The Terms shall be binding on and inure to the benefit of the Parties and their heirs, personal representatives, successors, and assigns.
15.11 Interpretation. The parties have had an equal opportunity to participate in the drafting of this Agreement and the attached exhibits, if any. No ambiguity will be construed against any party based upon a claim that that party drafted the ambiguous language. The headings appearing at the beginning of several sections contained in this Agreement have been inserted for identification and reference purposes only and must not be used to construe or interpret this Agreement. Whenever required by context, a singular number will include the plural, the plural number will include the singular, and the gender of any pronoun will include all genders.
15.12 Counterparts. This Agreement may be executed in any number of identical counterparts, notwithstanding that the parties have not signed the same counterpart, with the same effect as if the parties had signed the same document. All counterparts will be construed as and constitute the same agreement. This Agreement may also be executed and delivered by facsimile or other electronic transmission and such execution and delivery will have the same force and effect of an original document with original signatures.
15.13 Entire Agreement. This Agreement, including all exhibits and the applicable Podium Partner Agreement, is the final and complete expression of the agreement between these parties regarding the licensing of the Products. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement. No employee, agent, or other representative of Podium has any authority to bind Podium with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement. This Agreement may be changed only by a written agreement signed by an authorized agent of the party against whom enforcement is sought.
PART B- ADDITIONAL TERMS APPLICABLE TO WHOLESALER PARTNERS
In addition to the terms and conditions set forth in Part A above, this Part B applies to all Partners designated as Wholesaler Partners in the applicable Podium Partner Agreement.
1. WHOLESALER PARTNER ELIGIBILITY, APPOINTMENT AND RESPONSIBILITIES
1.1 Eligibility Criteria. To be eligible for appointment and ongoing participation in the Podium Partner Program as a Wholesaler Partner, Partner must agree to and comply with the following Eligibility Criteria:
(a) Enrollment and Acceptance. Partner must enroll as a Podium Wholesaler Partner by: (i) executing a Podium Partner Agreement; or (ii) completing enrollment via the Podium Partner Portal. Partner’s enrollment must be accepted by Podium, and Podium may reject Partner’s enrollment for any reason.
(b) Payment of Enrollment Fees. Partner must pay to Podium any applicable enrollment fees (“Enrollment Fee(s)”) to the extent they are specified and agreed to during Partner’s enrollment process.
(c) Completion of necessary training/certification. To the extent applicable, Partner must complete all necessary training and/or certifications, as reasonably required by Podium from time to time.
(d) Acceptance of and compliance with applicable terms. Partner must accept and comply with all applicable terms set forth in the Podium Partner Agreement and this Agreement, all as amended from time to time.
(e) End User Product Usage. During the Term, Partner will be accountable for its End Users’ usage of the Podium Products. In order to remain eligible participate in the Podium Partner Program Partner must ensure that its End Users meet the following usage-based thresholds throughout the Term:
(i) New End Users must, on average, send 25 messages using the Podium Services within their first 30 days; and
(ii) At least 80% of Partner’s End Users must remain above 25 inbound messages per month via the Podium Products.
If the Partner’s End User(s) fail) to meet the threshold set forth in 1.1(a)(i) at any time or, in the case of the threshold set forth in 1.1(a)(ii), for two consecutive months, Partner may be suspended from the Podium Partner Program and any underperforming Partner End User(s) may lose access to Podium Services. During any period of suspension, Partner will not be permitted to register any new Leads or End User accounts.
1.2 Authorization and Appointment. Subject to Partner’s acceptance of and ongoing compliance with these Terms and any applicable Podium Partner Agreement, Podium hereby authorizes and appoints Partner as a non-exclusive reseller and distributor of the Podium Products listed specifically in Partner’s Podium Partner Agreement. Although the terms “distribute”, “sell”, and “sale” are used throughout this Agreement, the parties recognize and agree that the Podium Products are only licensed and/or sublicensed, not sold.
1.3 License Grants and Restrictions
(a) License to Podium Products. Subject to the terms and conditions of this Agreement, Podium grants to Partner a limited, non-exclusive, non-transferable, non-sublicensable right to (i) resell the Podium Products to End Users in the Territory; (ii) make the Podium Products available to End Users; and (iii) unless otherwise specified in Partner’s Podium Partner Agreement, internally use the Podium Products solely to support Partner’s rights and obligations under this Agreement.
(b) End User Sublicensing. Subject to the terms and conditions of this Agreement, Partner may allow End Users to access and use the Podium Products. Prior to accessing or using the Podium Products, Partner must require each End User to accept Podium Master Terms of Service and Privacy Policy (currently available at https://vanbrunt.wpengine.com/terms-and-conditions/) (the “End User Terms”), as set forth on Podium’s website. Partner will promptly notify Podium of any breach of a material obligation under the End User Terms”. Any terms and conditions of any End User Subscription Agreement executed between Partner and End User in connection with a purchase of the Podium Products that are different from or in addition to the terms and conditions of the End User Terms are not binding on Podium and are ineffective. Each End User Subscription added by Partner shall be contracted for a minimum of 12 months. If End User terminates all services with Partner, including Podium Products, Partner may submit a written early contract termination request.
(c) General Restrictions. Except as explicitly provided in this Agreement or expressly permitted by applicable law, Partner will not, and will not permit or authorize End Users or other third parties to (i) decompile, disassemble, reverse engineer, or otherwise attempt to discern the source code of the Podium Products; (ii) copy, modify, enhance, or otherwise create derivative works of the Podium Products; (iii) develop methods to enable unauthorized use of the Podium Products; (iv) develop product(s) or service(s) that are competitive or substantially similar to the Podium Product(s) or Service(s) in violation of Podium’s proprietary or intellectual property rights or Partner’s confidentiality obligations hereunder; or (v) white label any Podium Service(s) or Product(s).
(d) Export Restrictions. Partner will not distribute the Podium Products in any foreign territory where any of the End User Terms would be unenforceable, where the terms would not provide the protections to Podium and the Podium Products intended under this Agreement, or where there is a significant risk that the Podium Products would fall into the public domain. Partner will not directly or indirectly import, export, or re-export the Podium Products outside the United States without obtaining all permits and licenses as may be required by, and conforming with, all applicable laws and regulations of the governments of the United States and the foreign territory. Partner represents and warrants that Partner is not located in, under the control of, or a national or resident of any country on the United States Commerce Department’s Table of Denial Orders.
2. LEAD & END USER TRANSACTION REGISTRATION
2.1 Requirements. Partner must identify and register Leads, and confirm all End User Transactions, through the Partner Portal, or other electronic delivery methods as designated by Podium in writing. Each Lead registration shall include at a minimum the information required in the Partner Portal registration form, including but not limited to name and contact details, which must be completed in full in order for the Lead to be accepted. Podium will provide Partner electronic or written confirmation of its acceptance (or denial) of a Lead. Each Lead submitted to Podium that Podium has given Partner electronic or written acceptance shall be referred to as a “Qualified Wholesaler Lead”. The date on which such acceptance is given shall be referred to, with respect to such Qualified Wholesaler Lead, the “Qualified Wholesaler Lead Date”. Following the Qualified Wholesaler Lead Date, Partner shall have a six- (6) month period of non-solicitation from Podium, unless Partner notifies Podium that they are no longer in an active sales process. Upon completion of an End User Transaction, Partner shall confirm such transaction by communicating it to Podium via the Partner Portal or in writing to Partner’s assigned Podium Partner Manager.
2.2 Acceptance. In order for a Lead to be accepted as a Qualified Wholesaler Lead, Partner must meet the following conditions:
(a) At the time of submission, the Lead must meet the definition herein of a Qualified Wholesaler Lead.
(b) The Qualified Wholesaler Lead must purchase Podium Services within six (6) months of the initial Lead submission by Partner, unless extensions are granted by Podium in writing.
(c) Podium must receive a signed contract with payment information from the Qualified Wholesaler Lead.
(d) Information submitted as a Wholesaler Lead must be made in good faith based on Partner’s actual contacts with the approval of the business owner or primary business operator.
(e) If two or more Podium Partners attempt to register the same Lead to Podium within a six-month period, the first partner to submit the Lead information will have rights to such Lead unless and until the Lead by the first partner is marked with a “closed lost” status in Podium’s system due to inability to complete a sale.
2.3 Refusal. Podium may decline a Lead submission for any of the following reasons:
(a) Such Lead is:
(i) a current client of Podium,
(ii) a former client that has cancelled Podium within the last 60 days,
(iii) a former or current reseller or strategic partner of Podium,
(iv) an active Podium sales opportunity with contact in the past 30 days, or
(v) a marketing lead of Podium at the time the applicable Lead is is submitted to Podium by Partner;
(b) Such Lead has already been submitted to Podium by another partner or other strategic partnership arrangement or other Podium Partner program (though Podium may, in its sole discretion, accept the same Lead from multiple partners, subject to Section 2.2(e) above);
(c) Such Lead does not meet Podium’s qualifications for its clients for reasons of credit worthiness, type of business, or location;
(d) Partner fails to comply with the process for submitting the Lead in accordance with the procedures designated by Podium in this Agreement or Partner’s failure to comply with any other procedure or policy set forth in the Partner Portal: or
(e) Such Lead is identified as a competitor or reseller.
3. PRODUCT ONBOARDING AND SUPPORT SERVICES
3.1 Delivery of Products and API. Subject to Partner’s and, as applicable, each End User’s performance of its duties and obligations under this Agreement, including but not limited to timely payment of all applicable payments to Podium, Podium shall use commercially reasonable efforts to make the Podium Products available to End Users following new signup. Upon Partner’s written request, Podium will deliver to Partner, at Podium’s option, either an application program interface (API) or defined user interface for transferring data to and from the Podium Products. If Partner accesses or uses any Podium API, Partner must comply with Podium’s applicable API policies.
3.2 Tiered Support. Unless otherwise specified in Partner’s Podium Partner Agreement, Partner will provide primary support for the Podium Products and the components thereof. Podium will offer secondary support on technical issues, troubleshooting, and system integrations.
3.3 Technical Contacts. The individuals listed as Partner in Podium Partner Agreement will be the primary contacts for each party with regard to the Support Services. Each party will provide the other party with written notice if its technical contact is changed. The parties will select technical contacts that have been trained in the operation of the Podium Products.
4. PRICING & PAYMENTS
4.1 Pricing. Partner shall pay Podium the applicable fees for all End User Subscriptions according to the Wholesaler pricing specified in Partner’s Podium Partner Agreement, including any exhibits attached thereto.
4.2 Payment. Partner will pay the applicable fees for each End User license beginning on the day the End User Transaction is confirmed in the Partner Portal and on a prorated basis for the remainder of the first month of each End User Subscription. Thereafter, Partner will pay the applicable End User fee(s) at the beginning of each month of the End User Subscription, except as otherwise agreed to by the parties in writing. Partner is responsible to keep an active credit card on file with Podium for payment of all active End User Subscriptions. Credit card information may be updated through Accounts Receivable. Partner bears sole responsibility to pay for accepted End User Subscriptions of Podium Products regardless of any non-payments by any of its End Users.
4.3 Currency and Late Payment. In the event Partner does not pay the End User fees due for any End User’s account within fifteen (15) days after notice of non-payment from Podium: (a) the unpaid fees will incur a late fee equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount allowed by applicable law, and (b) Podium may suspend the End User’s access to the Podium Services while any payment is delinquent and Podium will communicate directly with End User if communication with Partner cannot be established. Unless otherwise specified in Partner’s Podium Partner Agreement, all amounts payable under this Agreement are denominated in United States dollars, and Partner will pay all such amounts in United States dollars.
PART C- ADDITIONAL TERMS APPLICABLE TO REFERRAL PARTNER
In addition to the terms and conditions set forth in Part A above, this Part C applies to all Partners designated as Referral Partners in the applicable Podium Partner Agreement.
1. REFERRAL PARTNER ELIGIBILITY, APPOINTMENT AND RESPONSIBILITIES
1.1 Eligibility Criteria. To be eligible for appointment and ongoing participation in the Podium Partner Program as a Referral Partner, Partner must agree to and comply with the following Eligibility Criteria:
(a) Enrollment and Acceptance. Partner must enroll as a Podium Referral Partner by: (a) by executing a Podium Partner Agreement or (b) completing enrollment via the Podium Partner Portal. Partner’s enrollment must be accepted by Podium, and Podium may reject Partner’s enrollment for any reason.
(b) Payment of Enrollment Fees. Partner must pay to Podium any applicable enrollment fees (“Enrollment Fee(s)”) to the extent they are specified and agreed to during Partner’s enrollment process.
(c) Completion of training/certification. To the extent applicable, Partner must complete all necessary training and/or certifications, as reasonably required by Podium from time to time and
(d) Acceptance of and compliance with applicable terms. Partner must accept and comply with all applicable terms set forth in the Podium Partner Agreement and this Agreement, all as amended from time to time.
1.2 Appointment. Subject to the terms of this Agreement, including the applicable Podium Partner Agreement, Podium hereby appoints Partner as a non-exclusive representative in the Territory identified in Partner’s Podium Partner Agreement to market to, solicit and/or refer potential customers for the Podium Products. Partner will not have the authority, express or implied, to make any commitment or incur any obligations on behalf of Podium other than making referrals as set forth in this Agreement.
1.3 Referral Partner Responsibilities. Partner shall prospect, identify, and promote Podium to Referrals interested in the Podium Products. Partner shall register each Referral Lead as set forth in Part C, Section 2 below. Partner shall conduct all business under Partner’s own name and in accordance with the highest business standards, acting in good faith and in compliance with all laws and not perform any act which would or might reflect adversely upon Podium’s business, products, or brand integrity.
1.4 General Restrictions. Except as explicitly provided in this Agreement or expressly permitted by applicable law, Partner will not, and will not permit or authorize its employees or other third parties to (a) decompile, disassemble, reverse engineer, or otherwise attempt to discern the source code of the Podium Products; (b) copy, modify, enhance, or otherwise create derivative works of the Podium Products; (c) develop product(s) or service(s) that are competitive or substantially similar to the Podium Product(s) or Service(s) in violation of Podium’s proprietary or intellectual property rights or Partner’s confidentiality obligations hereunder; or (d) develop methods to enable unauthorized use of the Podium Products.
2. LEAD REGISTRATION
2.1 Requirements. Partner must identify and register Referrals through the Partner Portal, or other electronic delivery methods as designated by Podium in writing. Each Referral shall include at a minimum the information required in the Partner Portal registration form, or otherwise specified by Podium,, including but not limited to name and contact details, which must be completed in full in order for the Referral to be accepted. Podium will provide Partner electronic or written confirmation of its acceptance (or denial) of a Referral. Each Referral submitted to Podium that Podium has given Partner electronic or written acceptance shall be referred to as a “Qualified Referral Lead”. The date on which such acceptance is given shall be referred to, with respect to such Qualified Referral Lead, the “Qualified Referral Lead Date”. Following the Qualified Referral Lead Date, Partner shall have a six- (6) month period of non-solicitation from Podium, unless Partner notifies Podium that they are no longer in an active sales process. To the extent Podium shares affiliate links with Partner for use with Referrals, Partner shall not share such affiliate links publicly in any manner.
2.2 Acceptance. In order for a Referral to be accepted as a Qualified Referral Lead, Partner must meet the following conditions:
(a) At the time of submission, the Referral must meet the definition herein of a Qualified Referral Lead.
(b) The Qualified Referral Lead must purchase Podium Services within six (6) months of the initial Referral submission by Partner, unless extensions are granted by Podium in writing.
(c) The Qualified Referral Lead must purchase Podium Services within six (6) months of the initial Referral submission by Partner, unless extensions are granted by Podium in writing.
(d) Information submitted as a Referral must be made in good faith based on Partner’s actual contacts with the approval of the business owner or primary business operator.
(e) If two or more Podium Referral Partners refer the same Referral to Podium within a six-month period, the first partner to submit the Referral information will earn the Referral Payment unless the referral by the first partner is marked with a “closed lost” status in Podium’s system due to inability to complete a sale.
2.3 Refusal. Podium may decline a Referral submission for any of the following reasons:
(a) Such Referral is:
(i) a current client of Podium,
(ii) a former client that has cancelled Podium within the last 60 days,
(iii) a former or current partner of Podium,
(iv) an active Podium sales opportunity with contact in the past 30 days, or
(v) a marketing lead of Podium at the time the applicable Referral is made to Podium by Partner;
(b) Such Referral has already been submitted to Podium by another partner or other strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Referral from multiple partners, subject to Section 2.2(e) above);
(c) Such Referral does not meet Podium’s qualifications for its clients for reasons of credit worthiness, type of business, or location;
(d) Partner fails to comply with the process for submitting the Referral in accordance with the procedures designated by Podium in this Agreement or Partner’s failure to comply with any other procedure or policy set forth in the Partner Portal: or
(e) Such Referral is identified as a competitor or reseller.
3. REFERRAL PAYMENT
3.1 Calculation. Subject to the terms of this Agreement, Podium shall pay Partner a one-time single commission solely with respect to each Qualified Referral Lead (the “Referral Payment”). The Referral Payment is Partner’s applicable percentage (set forth in Partner’s Podium Partner Agreement or the applicable Partner Portal commission report) of each Qualified Referral Lead’s Annual Contract Value (ACV).
3.2 Referral Payment Schedule. Referral Payments will be calculated within the first week of the month following the purchase of a Subscription by a Qualified Referral Lead. The Referral Payment will be issued within forty (40) days after the end of the month in which the Referral Payment accrued.
3.3 Requirements. In order to receive payment under this Agreement, Partner must:\
(a) Not be in breach of any of the terms and conditions of this Agreement;
(b) Provide all necessary information for payment including but not limited to baking account information and/or mailing address; and
(c) Prior to commencing Partner activities, Partner must submit to Podium the necessary tax documents (i.e., a fully completed Form W-9 including Partner’s Tax Identification Number for U.S.-based Partners, or Form W-8BEN or W-8BEN-E for non-U.S.-based Partners)
3.4 Delays. Referral Payments will be paid based on the current banking information provided to Podium through the payment processing software as designated by Podium. Partner is required to notify and update Podium promptly when any changes happen to Partner’s address or banking information. Failure to submit Form W-9 (or Form W-8BEN or W-8BEN-E tax forms, where applicable) before the first payout of the Referral Payment may result in delay of payment. All Referral Payments by Podium will be made by bank transfer or check and it is Partner’s responsibility to ensure that Partner has provided Podium with the most up-to-date and correct bank information or mailing address to facilitate payment.
3.5 Forfeiture. Notwithstanding the forgoing or anything to the contrary in this Agreement, if: (a) any of the requirements set forth in Section 3.3 above remain outstanding for six (6) months immediately following the close of a Qualified Referral Lead, or (b) Podium has attempted to pay Partner a Referral Payment by bank transfer or by check at least twice and both attempts have been unsuccessful, then Partner’s right to receive a Referral Payment for a Qualified Referral Lead will be forever forfeited (“Forfeited Payment”). Podium assumes no obligation or responsibility to pay Partner a Referral Payment once it has been designated a Forfeited Payment.
PART D
In addition to the terms and conditions set forth in Part A above, this Part D applies to all Partners designated as Reseller Partners in the applicable Podium Partner Agreement.
1. RESELLER PARTNER ELIGIBILITY, APPOINTMENT AND RESPONSIBILITIES
1.1 Eligibility Criteria. To be eligible for appointment and ongoing participation in the Podium Partner Program as a Solution Partner, Partner must agree to and comply with the following Eligibility Criteria:
(a) Enrollment and Acceptance. Partner must enroll as a Podium Solution Partner by: (i) executing a Podium Partner Agreement; or (ii) completing enrollment via the Podium Partner Portal. Partner’s enrollment must be accepted by Podium, and Podium may reject Partner’s enrollment for any reason.
(b) Payment of Enrollment Fees. Partner must pay to Podium any applicable enrollment fees (“Enrollment Fee(s)”) to the extent they are specified and agreed to during Partner’s enrollment process.
(c) Completion of necessary training/certification. To the extent applicable, Partner must complete all necessary training and/or certifications, as reasonably required by Podium from time to time.
(d) Acceptance of and compliance with applicable terms. Partner must accept and comply with all applicable terms set forth in the Podium Partner Agreement and this Agreement, including any Additional Terms, all as amended from time to time.
(e) End User Product Usage. During the Term, Partner will be accountable for its End Users’ usage of the Podium Products. In order to remain eligible to receive the Reseller Payment (as defined below), Partner’s End Users must meet the following usage-based thresholds throughout the Term:
(i) New End Users must, on average, send 25 messages using the Podium Products within their first 30 days; and
(ii) At least 80% of Partner’s End Users must remain above 25 inbound messages per month via the Podium Products.
If Partner fails to meet the threshold set forth in 1.1(a)(i) or the threshold set forth in 1.1(a)(ii) for two consecutive months, Partner may be suspended from the Podium Partner Program and will forfeit applicable Reseller Payments. Additionally, underperforming Partner End Users may lose access to Podium Products. During any period of suspension, Partner will not be permitted to register any new Leads or End User accounts or receive any Reseller Payments.
1.2 Authorization and Appointment. Subject to Partner’s acceptance of and ongoing compliance with these Terms and any applicable Podium Partner Agreement, Podium hereby authorizes and appoints Partner as a non-exclusive reseller and distributor of the Podium Products listed specifically in Partner’s Podium Partner Agreement. Although the terms “distribute”, “sell”, and “sale” are used throughout this Agreement, the parties recognize and agree that the Podium Products are only licensed and/or sublicensed, not sold.
1.3 License Grants and Restrictions
(a) License to Podium Products. Subject to the terms and conditions of this Agreement, Podium grants to Partner a limited, non-exclusive, non-transferable, non-sublicensable right to (i) resell the Podium Products to End Users in the Territory; (ii) make the Podium Products available to End Users; and (iii) unless otherwise specified in Partner’s Podium Partner Agreement, internally use the Podium Products solely to support Partner’s rights and obligations under this Agreement.
(b) End User Sublicensing. Subject to the terms and conditions of this Agreement, Partner may allow End Users to access and use the Podium Products. Prior to accessing or using the Podium Products, Partner must require each End User to accept Podium Master Terms of Service and Privacy Policy (currently available at https://vanbrunt.wpengine.com/terms-and-conditions/) (the “End User Terms”), as set forth on Podium’s website. Partner will promptly notify Podium of any breach of a material obligation under the End User Terms”. Any terms and conditions of any End User Subscription Agreement executed between Partner and End User in connection with a purchase of the Podium Products that are different from or in addition to the terms and conditions of the End User Terms are not binding on Podium and are ineffective.
(c) General Restrictions. Except as explicitly provided in this Agreement or expressly permitted by applicable law, Partner will not, and will not permit or authorize End Users or other third parties to (i) decompile, disassemble, reverse engineer, or otherwise attempt to discern the source code of the Podium Products; (ii) copy, modify, enhance, or otherwise create derivative works of the Podium Products; (iii) develop methods to enable unauthorized use of the Podium Products; (iv) develop product(s) or service(s) that are competitive or substantially similar to the Podium Product(s) or Service(s) in violation of Podium’s proprietary or intellectual property rights or Partner’s confidentiality obligations hereunder; or (v) white label any Podium Service(s) or Product(s).
(d) Export Restrictions. Partner will not distribute the Podium Products in any foreign territory where any of the End User Terms would be unenforceable, where the terms would not provide the protections to Podium and the Podium Products intended under this Agreement, or where there is a significant risk that the Podium Products would fall into the public domain. Partner will not directly or indirectly import, export, or re-export the Podium Products outside the United States without obtaining all permits and licenses as may be required by, and conforming with, all applicable laws and regulations of the governments of the United States and the foreign territory. Partner represents and warrants that Partner is not located in, under the control of, or a national or resident of any country on the United States Commerce Department’s Table of Denial Orders.
2. LEAD & END USER TRANSACTION REGISTRATION
2.1 Requirements. Partner must identify and register Leads, and confirm and/or complete, if applicable, all End User Transactions through the Partner Portal, or other electronic delivery methods as designated by Podium in writing. Each Lead registration shall include at a minimum the information required in the Partner Portal registration form, including but not limited to name and contact details, which must be completed in full in order for the Lead to be accepted. Podium will provide Partner electronic or written confirmation of its acceptance (or denial) of a Lead. Each Lead submitted to Podium that Podium has given Partner electronic or written acceptance shall be referred to as a “Qualified Reseller Lead”. The date on which such acceptance is given shall be referred to, with respect to such Qualified Reseller Lead, the “Qualified Reseller Lead Date”. Following the Qualified Reseller Lead Date, Partner shall have a six- (6) month period of non-solicitation from Podium, unless Partner notifies Podium that they are no longer in an active sales process. For End User Transactions, Partner must submit the following information…..
2.2 Acceptance. In order for a Lead to be accepted as a Qualified Reseller Lead, Partner must meet the following conditions:
(a) At the time of submission, the Lead must meet the definition herein of a Qualified Reseller Lead.
(b) The Qualified Reseller Lead must purchase Podium Services within six (6) months of the initial Lead submission by Partner, unless extensions are granted by Podium in writing.
(c) Podium must receive a signed contract with payment information from the Qualified Reseller Lead.
(d) Information submitted as a Reseller Lead must be made in good faith based on Partner’s actual contacts with the approval of the business owner or primary business operator.
(e) If two or more Podium Partners attempt to register the same Lead to Podium within a six-month period, the first partner to submit the Lead information will earn the Reseller Payment unless the Lead by the first partner is marked with a “closed lost” status in Podium’s system due to inability to complete a sale.
2.3 Refusal. Podium may decline a Lead submission for any of the following reasons:
(a) Such Lead is:
(i) a current client of Podium,
(ii) a former client that has cancelled Podium within the last 60 days,
(iii) a former or current reseller or strategic partner of Podium,
(iv) an active Podium sales opportunity with contact in the past 30 days, or
(v) a marketing lead of Podium at the time the applicable Lead is is submitted to Podium by Partner;
(b) Such Lead has already been submitted to Podium by another partner or other strategic partnership arrangement or other Podium Partner program (though Podium may, in its sole discretion, accept the same Lead from multiple partners, subject to Section 2.2(e) above);
(c) Such Lead does not meet Podium’s qualifications for its clients for reasons of credit worthiness, type of business, or location;
(d) Partner fails to comply with the process for submitting the Lead in accordance with the procedures designated by Podium in this Agreement or Partner’s failure to comply with any other procedure or policy set forth in the Partner Portal: or
(e) Such Lead is identified as a competitor or reseller.
3. PRODUCT ONBOARDING AND SUPPORT SERVICES
3.1 Tiered Support. Unless otherwise specified in Partner’s Podium Partner Agreement, Partner will provide primary support for the Podium Products and the components thereof. Podium will offer secondary support on technical issues, troubleshooting, and system integrations.
3.2 Technical Contacts. The individuals listed as Partner in Podium Partner Agreement will be the primary contacts for each party with regard to the Support Services. Each party will provide the other party with written notice if its technical contact is changed. The parties will select technical contacts that have been trained in the operation of the Podium Products.
4. RESELLER PAYMENTS
4.1 Reseller Payment Calculation. Subject to the terms of this Agreement, if Podium is responsible for billing and collecting fees directly from End Users for any End User Subscriptions that resulted from Partner’s authorized activities hereunder, as specified in applicable Podium Partner Agreement and End User Subscription Agreement (s), Partner will receive a commission calculated as a percentage of the total amount of Subscription fees actually paid to Podium by Partner’s End User(s) for Podium Products (the “Reseller Payment”). The applicable Reseller Payment percentage rate will be specified in Partner’s Podium Partner Agreement and will correspond to the Partner obligations expressly specified in Partner’s Podium Partner Agreement.
4.2 Payment Schedule. Podium will calculate and pay Reseller Payments on a monthly basis, with payment being issued to Partner within forty (40) days after the end of the month in which the Reseller Payment accrued.
4.3 Requirements. In order to receive payment under this Agreement, Partner must:
(a) Not be in breach of any of the terms and conditions of this Agreement;
(b) Provide all necessary information for payment including but not limited to banking account information and/or mailing address; and
(c) Prior to commencing Partner activities, Partner must submit to Podium the necessary tax documents (i.e., a fully completed Form W-9 including Partner’s Tax Identification Number for U.S.-based Partners, or Form W-8BEN or W-8BEN-E for non-U.S.-based Partners)
4.4 Delays. Reseller Payments by Podium to Reseller will be paid based on the current banking information provided to Podium through the payment processing software as designated by Podium. Partner is required to notify and update Podium promptly when any changes happen to Partner’s address or banking information. Failure to submit Form W-9 (or Form W-8BEN or W-8BEN-E tax forms, where applicable) before the first payout of the Reseller Payment may result in delay of payment. All Reseller Payments by Podium will be made by bank transfer or check and it is Partner’s responsibility to ensure that Partner has provided Podium with the most up-to-date and correct bank information or mailing address to facilitate payment.
4.5 Forfeiture. Notwithstanding the forgoing or anything to the contrary in this Agreement, if: (a) any of the requirements set forth in Section 4.3 above remain outstanding for six (6) months immediately following the close of a Qualified Lead, or (b) Podium has attempted to pay Partner a Reseller Payment by bank transfer or by check at least twice and both attempts have been unsuccessful, then Partner’s right to receive a Partner Payment for a Qualified Lead will be forever forfeited (“Forfeited Payment”). Podium assumes no obligation or responsibility to pay Partner a Reseller Payment once it has been designated a Forfeited Payment.
Referral Program Agreement
Version
Effective May 28th 2026
Download
Summary of changes
Added in Partner.io references.
Table of Contents
Podium Referral Program Terms (U.S.)
These Podium U.S. Referral Program Terms (these “ U.S. Terms”) govern your participation in the Podium U.S. Referral Program, as more fully described below (the “U.S. Referral Program”), as a Podium Client, Friend of Podium, Employee, or Referred Client. These U.S. Terms do not apply to Podium Partners participating in a referral program through the Partner.io platform or under a Podium Partner Agreement; such partners are governed by the applicable Podium Partner.io Terms and the Podium Partner Program Terms. By submitting a Referral or otherwise participating in the U.S. Referral Program, you agree to these Terms, which are an agreement between you and Podium Corporation, Inc., a Delaware corporation (“Podium“) and which are incorporated by this reference into the Podium Terms of Service. Podium reserves the right to amend the U.S. Terms and modify (including terminating) the U.S. Referral Program from time to time at its discretion. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service and any other terms and conditions referenced therein.
You will not have the authority, expressed or implied, to make any commitment or incur any obligation(s) on behalf of Podium other than those expressly set forth in these U.S. Terms.
Definitions
1. "Podium Client" means any business with a current paid Podium Inbox or Bundle Subscription.
2. "Referral" means a business entity referred to Podium by a Friend of Podium or Client Referrer directly (or through the assistance of an Employee Referrer) as a prospective Podium Client in accordance with the processes set forth in these U.S. Terms.
3. "Participant" means any Client Referrer, Employee Referrer, Friend of Podium, or Referred Client that participates in the U.S. Referral Program.
4. "Qualified Referral" means a Referral that meets the eligibility requirements set forth in these U.S. Terms and is accepted by Podium through the Referral Portal or which uses a valid referral code to purchase a Podium Inbox or Bundle Subscription. A "Qualified Referral" may not be an individual person.
5. "Referred Client" means a Qualified Referral that purchases a paid Podium Inbox or Bundle Subscription (as more fully described at https://www.podium.com/pricing/) and maintains that subscription for at least two (2) months.
6. "Client Referrer” means a Podium Client (including its Authorized Users) that meets the eligibility requirements set forth in these U.S. Terms and which submits a Referral to Podium in accordance with these U.S. Terms.
7. "Friend(s) of Podium" means an individual or business (other than a Podium Client or Podium Employee) that meets the eligibility requirements set forth in these U.S. Terms and which submits a Referral to Podium in accordance with these U.S. Terms.
Referral Submission Program Overview
The U.S. Referral Program is offered by Podium and, subject to these U.S. Terms, provides Participants the opportunity to receive certain bonuses (as more fully defined below) (collectively “Bonuses”) as part of their participation in the U.S. Referral Program. These U.S. Terms apply to all Participants, including eligible Client Referrers, Employee Referrers, Friends of Podium, and Referred Clients, so please read carefully to understand your respective rights and obligations. The U.S. Referral Program is available to Participants located in the United States only.
Client Referral & Friends of Podium Referral Bonus. Subject to these U.S. Terms, including any applicable eligibility requirements, Client Referrers may receive a one-time bonus (“Client Referral Bonus”) in the amount set forth in the Bonus Table below (“Bonus Table”) for each Qualified Referral they submit and which becomes a Referred Client. In addition to the other eligibility requirements set forth below, in order to be considered a Qualified Referral, Client Referrers must submit/register each Referral by one of the following methods:
(1) By submitting all necessary Referral information into the Referral landing page ("Referral Portal") provided by Podium; or
(2) By providing the Referral with the Client Referrer's or the Friend of Podium referrer's (as applicable) unique Podium referral link ("Referral Link"), which the Referral must use when purchasing the Podium Subscription.
The Client Referral bonus or Friend of Podium Referral Bonus will be sent to the applicable party only after the Referred Client has been a Podium Client for two (2) months. These limits are set and may be adjusted at Podium's sole discretion.
As a Client Referrer or Friend of Podium, if your combined annual Bonuses total $600.00 USD or more, you must complete and submit a W-9 Tax Form to Podium. You are solely responsible for all taxes arising from Bonuses received. You are not entitled to any employee benefits, workers' compensation, or unemployment insurance from Podium. Additionally, as a Client Referrer or Friend of Podium, you understand and agree that the relationship between you and Podium is that of independent contractors. Nothing in these U.S. Terms will be deemed to create an employment, partnership, joint venture or agency relationship between you and Podium.
Employee Referral Bonus. Subject to these U.S. Terms, including any eligibility requirements, Employee Referrers may receive a one-time bonus ("Employee Referral Bonus") in the amount set forth in the Bonus Table below for each Referred Client they help refer to Podium by either:
(1) Submitting required Referral information, on behalf of a Podium Client, through the Podium Employee Referral landing page ("Employee Landing Page"); or
(2) assisting a Podium Client in generating its custom Referral Link through the Employee Landing Page, which is then used by a Qualified Referral to purchase its Podium Inbox or Bundle Subscription.
The Employee Referrer Bonus payout will be processed by Podium’s internal finance team after the applicable Referred Client has maintained a paid Podium Inbox or Bundle Subscription for at least two (2) months. The Employee Referrer Bonus will be subject to any applicable taxes.
Referred Client Bonus. Following a confirmed purchase of a new Podium Platform/Inbox subscription lasting at least two (2) months, a Referred Client may also be eligible to receive a one-time Referred Client Bonus (“Referred Client Bonus”), as more clearly set forth in the Bonus Table below. This Referred Client Bonus will be sent to the Referred Client business entity by email, using the primary contact listed on the applicable Podium Client account. Each Referred Client is solely responsible for ensuring that the contact information on its account is correct and up to date.
Referral Program Eligibility:
1. To be eligible for participation in the Referral Program, Client Referrers must agree to and comply with the following eligibility criteria. Client Referrer must be:
1. a current Podium Client;
2. current on owed accounts to Podium and must not be in breach of any of Podium's Terms of Service; and
3. located in the U.S.
2. To be eligible for participation in the U.S. Referral Program, Friends of Podium must agree to and comply with the following eligibility criteria. A Friend of Podium must:
1. comply with the U.S. Terms;
2. be located in the U.S.; and
3. not be a Podium Client or Podium Employee
3. To be eligible for participation in the U.S. Referral Program, Employee Referrers must agree to and comply with the following eligibility criteria. Employee Referrer must:
1. be currently employed by Podium;
2. comply with the U.S. Terms; and
3. be located in the U.S.
4. The following are not eligible for the U.S. Referral Program as Participants:
1. Podium Partners, including Reseller Partners, Referral Partners, Partners on the Partner.io platform, Developer Partners, Technology Partners, or Managed Service Provider Partners;
2. Owners, operators, decision makers or employees of a business may not refer their own businesses as Referrals.
3. Podium Clients, businesses, or individuals located outside the US.
Qualified Referral Eligibility & Process
Client Referrers and Friends of Podium must (1) register each Referral via the Referral Portal OR (2) utilize a valid custom Referral Link, as provided by Podium, in order for any Referrals submitted to Podium to be considered a Qualified Referral. Each Referral submitted through the Referral Portal must include, at a minimum, the information required in the form, or as otherwise specified by Podium, including but not limited to name and contact details, which must be accurate and completed in full in order for the Referral to be accepted. By submitting a Referral, Client Referrers and Friends of Podium understand and agree that Podium may contact the referred party.
Additionally, to be considered a Qualified Referral for an Employee Referrer, a Referral must (1) be registered by the Employee, on behalf of a Podium Client, via the Employee Landing Page, OR (2) be processed using a valid Podium Client Referral Link, which the Employee Referrer assisted in generating via the Employee Landing Page.
1. Refusal. Podium may decline a Referral submission for any reason, including but not limited to the following:
1.1. Such Referral is
1.1.1. a current Podium Client;
1.1.2. a former Podium Client;
1.1.3. a former or current Partner of Podium;
1.1.4. owned directly or indirectly by the Client Referrer or the Friend of Podium referring that business;
1.1.5. an active Podium sales opportunity (or appointment) with contact in the past 30 days; or
1.2. Such Referral has already been submitted to Podium by a Partner, another referrer, another Podium Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Referral from multiple Podium Clients or Friends of Podium);
1.3. Such Referral does not meet Podium's qualification for its clients for reasons of credit worthiness, type of business, validity of business, or location;
1.4. Such referral is identified as a Podium competitor or Reseller Partner.
Participant's Code of Conduct
Participants must not violate any of these U.S. Terms, or otherwise engage in activity that could be considered harassment toward other users. Participants agree to not use the Program to:
1. Violate the intellectual property rights of Podium or any other third party;
2. Engage in any actions that are designed to disrupt or undermine the U.S. Referral Program;
3. Make attempts to gain unauthorized access to Podium Technology or the U.S. Referral Program for any reason;
4. Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Podium intellectual property or stop the function of the Podium Services;
5. Engage in behavior designed to annoy or harass others;
6. Engage in actions that disparage or malign or call into question Podium's reputation;
7. Refer entities or individuals prohibited by Podium’s Terms of Service or Acceptable Use Policy;
8. Engage in spam or violate the law. You agree that you will at all times remain compliant with all applicable Laws. If you use Podium’s Platform or tools to invite friends, family, or others to become users/clients of Podium, you will do so only in compliance with applicable Laws, these U.S. Terms, and the Podium Terms of Service. In particular, you represent and warrant that you will only send a text or email invitation to individuals who have provided you the necessary consent to receive such texts and or emails.
In particular, the following specific activities are prohibited:
8.1. Mass emailing and messaging people you do not personally know;
8.2. Use of automated systems or bots through any channel to distribute or post your referral code;
8.3. Use of scripts, or similar programmed dialers to send invites or to communicate referral codes; and
8.4. Posting referral codes on event or venue pages without express permission from the event or venue owner.
9. Engage in misrepresentation. You will not attempt to mislead anyone in connection with the Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
9.1. Impersonate any person or entity;
9.2. Create fake accounts, blogs, webpages, profiles, websites, links, or messages;
9.3. Misrepresent your relationship with Podium or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Podium);
9.4. Suggest that an affiliation or partnership exists with a third party where none exists.
9.5. Make misrepresentations with respect to the characteristics or qualification requirements for any Bonus(es). You acknowledge that Podium may change the characteristics or qualification requirements for any Bonus(es) in its discretion, and therefore you shall not represent any fixed characteristics.
Indemnification.
By participating in the U.S. Referral Program, you agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to comply with these U.S. Terms or any applicable laws, rules, and regulations during your participation in the U.S. Referral Program, (b) any violation or claimed violation of a third party’s rights resulting from your participation in the U.S. Referral Program; or (c) any negligence or willful misconduct arising out of your participation in the U.S. Referral Program.
Bonus Table
Bonus Type Bonus Amount Bonus Timing Bonus Limits
Client Referral Bonus e-Gift Card in the amount of $500.00 USD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. NA
Friend Referral Bonus e-Gift Card in the amount of $500.00 USD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services Subscription. NA
Employee Referral Bonus $500.00 USD per Referred Client Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. NA
Referred Client Bonus e-Gift Card in the amount of $500.00 USD per Referred Client Bonus will be provided to Podium Client business after the Referred Client has completed the first two (2) months of its qualifying paid Podium Services Limited to one (1) bonus per Referred Client.
Podium Referral Program Terms (AUS)
These Podium Australia Referral Program Terms (these "AUS Terms") govern your participation in the Podium Australia Referral Program, as more fully described below (the "AUS Referral Program"), as a Podium Client, Friend of Podium, Employee, or Referred Client. These AUS Terms do not apply to Podium Partners participating in a referral program through the Partner.io platform or under a Podium Partner Agreement; such partners are governed by the applicable Podium Partner.io Terms and the Podium Partner Program Terms. By submitting a Referral or otherwise participating in the AUS Referral Program, you agree to these AUS Terms, which are an agreement between you and Podium Corporation, Inc., a Delaware corporation (“Podium“) and which are incorporated by this reference into the Podium Terms of Service. Podium reserves the right to amend the AUS Terms and modify (including terminating) the AUS Referral Program from time to time at its discretion. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service and any other terms and conditions referenced therein. You will not have the authority, expressed or implied, to make any commitment or incur any obligation(s) on behalf of Podium other than those expressly set forth in these AUS Terms.
Definitions
1. "Podium Client" means any business with a current paid Podium Inbox or Bundle Subscription.
2. "Referral" means a business entity referred to Podium by a Friend of Podium or Client Referrer directly (or through the assistance of an Employee Referrer) as a prospective Podium Client in accordance with the processes set forth in these AUS Terms.
3. "Participant" means any Client Referrer, Employee Referrer, Friend of Podium, or Referred Client that participates in the AUS Referral Program.
4. "Qualified Referral" means a Referral that meets the eligibility requirements set forth in these AUS Terms and is accepted by Podium through the Referral Portal or which uses a valid referral code to purchase a Podium Inbox or Bundle Subscription. A "Qualified Referral" may not be an individual person.
5. "Referred Client" means a Qualified Referral that purchases a paid Podium Inbox or Bundle Subscription (as more fully described at https://www.podium.com/pricing/) and maintains that subscription for at least two (2) months.
6. "Client Referrer" means a Podium Client (including its Authorized Users) that meets the eligibility requirements set forth in these AUS Terms and which submits a Referral to Podium in accordance with these AUS Terms.
7. "Friend(s) of Podium" means an individual or business (other than a Podium Client or Podium Employee) that meets the eligibility requirements set forth in these AUS Terms and which submits a Referral to Podium in accordance with these AUS Terms.
Referral Submission Program Overview
The AUS Referral Program is offered by Podium and, subject to these AUS Terms, provides Participants the opportunity to receive certain bonuses (as more fully defined below) (collectively “Bonuses”) as part of their participation in the AUS Referral Program. These AUS Terms apply to all Participants, including eligible Client Referrers, Employee Referrers, and Friends of Podium, so please read carefully to understand your respective rights and obligations. The AUS Referral Program is available to Participants located in Australia only.
Client Referral & Friends of Podium Referral Bonus. Subject to these AUS Terms, including any applicable eligibility requirements, Client Referrers may receive a one-time bonus (“Client Referral Bonus”) in the amount set forth in the Bonus Table below (“Bonus Table”) for each Qualified Referral they submit and which becomes a Referred Client. In addition to the other eligibility requirements set forth below, in order to be considered a Qualified Referral, Client Referrers must submit/register each Referral by one of the following methods:
(1) By submitting all necessary Referral information into the Referral landing page ("Referral Portal") provided by Podium; or
(2) By providing the Referral with the Client Referrer's or the Friend of Podium referrer's unique Podium referral link ("Referral Link"), which the Referral must use when purchasing the Podium Subscription.
The Client Referral bonus or Friend of Podium Referral Bonus will be sent to the applicable party only after the Referred Client has been a Podium Client for two (2) months.
As a Client Referrer or Friend of Podium, you understand that you will be responsible for any taxes that become applicable due to your participation in the AUS Referral Program. Additionally, as a Client Referrer or Friend of Podium, you understand and agree that the relationship between you and Podium is that of independent contractors. Nothing in these AUS Terms will be deemed to create an employment, partnership, joint venture or agency relationship between you and Podium.
Employee Referral Bonus. Subject to these AUS Terms, including any eligibility requirements, Employee Referrers may receive a one-time bonus ("Employee Referral Bonus") in the amount set forth in the Bonus Table below for each Referred Client they help refer to Podium by either:
(1) Submitting required Referral information, on behalf of a Podium Client, through the Podium Employee Referral landing page ("Employee Landing Page"); or
(2) assisting a Podium Client in generating its custom Referral Link through the Employee Landing Page, which is then used by a Qualified Referral to purchase its Podium Inbox or Bundle Subscription.
The Employee Referrer Bonus payout will be processed by Podium’s internal finance team after the applicable Referred Client has maintained a paid Podium Inbox or Bundle Subscription for at least two (2) months. The Employee Referrer Bonus will be subject to any applicable taxes.
Referred Client Bonus
Following a confirmed purchase of a new Podium Platform/Inbox subscription lasting at least two (2) months, a Referred Client may also be eligible to receive a one-time Referred Client Bonus ("Referred Client Bonus"), as more clearly set forth in the Bonus Table below. This Referred Client Bonus will be sent to the Referred Client business entity by email, using the primary contact listed on the applicable Podium Client account. Each Referred Client is solely responsible for ensuring that the contact information on its account is correct and up to date.
Referral Program Eligibility
1. To be eligible for participation in the AUS Referral Program, Client Referrers must agree to and comply with the following eligibility criteria. Client Referrer must be:
1. a current Podium Client;
2. current on owed accounts to Podium and must not be in breach of any of Podium's Terms of Service; and
3. located in Australia.
2. To be eligible for participation in the AUS Referral Program, Friends of Podium must agree to and comply with the following eligibility criteria. A Friend of Podium must:
1. comply with the AUS Terms;
2. be located in Australia; and
3. not be a Podium Client or Podium Employee.
3. To be eligible for participation in the AUS Referral Program, Employee Referrers must agree to and comply with the following eligibility criteria. Employee Referrer must:
1. be currently employed by Podium
2. comply with the AUS Terms; and
3. be located in Australia.
4. The following are not eligible for the AUS Referral Program as Participants:
1. Podium Partners, including Reseller, Referral, Partner.io, Developer, Technology, or Managed Service Provider Partners;
2. Owners, operators, decision makers or employees of a business may not refer their own businesses as Referrals.
3. Podium Clients, businesses, or individuals located outside of Australia.
Qualified Referral Eligibility & Process
Client Referrers and Friends of Podium must (1) register each Referral via the Referral Portal OR (2) utilize a valid custom Referral Link, as provided by Podium, in order for any Referrals submitted to Podium to be considered a Qualified Referral. Each Referral submitted through the Referral Portal must include, at a minimum, the information required in the form, or as otherwise specified by Podium, including but not limited to name and contact details, which must be accurate and completed in full in order for the Referral to be accepted. By submitting a Referral, Client Referrers and Friends of Podium understand and agree that Podium may contact the referred party.
Additionally, to be considered a Qualified Referral for an Employee Referrer, a Referral must (1) be registered by the Employee, on behalf of a Podium Client, via the Employee Landing Page, OR (2) be processed using a valid Podium Client Referral Link, which the Employee Referrer assisted in generating via the Employee Landing Page.
1. Refusal. Podium may decline a Referral submission for any reason, including but not limited to the following:
1.1. Such Referral is
1.1.1. a current Podium Client;
1.1.2. a former Podium Client;
1.1.3. a former or current Partner of Podium;
1.1.4. owned directly or indirectly by the Client Referrer or Friend of Podium referring that business;
1.1.5. an active Podium sales opportunity with contact in the past 30 days; or
1.2. Such Referral has already been submitted to Podium by a Partner, another referrer, another Podium Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Referral from multiple Podium Clients or Friends of Podium);
1.3. Such Referral does not meet Podium's qualification for its clients for reasons of credit worthiness, type of business, validity, of business, or location;
1.4. Such Referral is identified as a Podium competitor or Reseller Partner.
Participant's Code of Conduct
Participants must not violate any of these AUS Terms, or otherwise engage in activity that could be considered harassment toward other users. Participants agree to not use the Program to:
1. Violate the intellectual property rights of Podium or any other third party;
2. Engage in any actions that are designed to disrupt or undermine the AUS Referral Program.
3. Make attempts to gain unauthorized access to Podium Technology or the AUS Referral Program for any reason;
4. Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Podium intellectual property or stop the function of the Podium Services;
5. Engage in behavior designed to annoy or harass others;
6. Engage in actions that disparage or malign or call into question Podium’s reputation;
7. Refer entities or individuals prohibited by Podium’s Terms of Service or Acceptable Use Policy
8. Engage in spam or violate the law. You agree that you will at all times remain compliant with all applicable Laws, including the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)), the Privacy Act 1988 (Cth), and the Spam Act 2003 (Cth). If you use Podium's Platform or tools to invite friends, family, or others to become users/clients of Podium, you will do so only in compliance with applicable Laws, these AUS Terms, and the Podium Terms of Service. In particular, you represent and warrant that you will only send a text or email invitation to individuals who have provided you the necessary consent to receive such texts and or emails.
In particular, the following specific activities are prohibited:
8.1. Mass emailing and messaging people you do not personally know;
8.2. Use of automated systems or bots through any channel to distribute or post your referral code;
8.3. Use of scripts, or similar programmed dialers to send invites or to communicate referral codes; and
8.4. Posting referral codes on event or venue pages without express permission from the event or venue owner
9. Engage in misrepresentation. You will not attempt to mislead anyone in connection with the AUS Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
9.1. Impersonate any person or entity;
9.2. Create fake accounts, blogs, webpages, profiles, websites, links, or messages;
9.3. Misrepresent your relationship with Podium or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Podium);
9.4. Suggest that an affiliation or partnership exists with a third party where none exists.
9.5. Make misrepresentations with respect to the characteristics or qualification requirements for any Bonus(s). You acknowledge that Podium may change the characteristics or qualification requirements for any Bonus(es) in its discretion, and therefore you shall not represent any fixed characteristics.
Indemnification
By participating in the AUS Referral Program, you agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to comply with these Terms or any applicable laws, rules, and regulations during your participation in the AUS Referral Program, (b) any violation or claimed violation of a third party’s rights resulting from your participation in the AUS Referral Program; or (c) any negligence or willful misconduct arising out of your participation in the AUS Referral Program.
Bonus Table
Bonus Type Bonus Amount Bonus Timing Bonus Limits
Client Referral Bonus e-Gift Card in the amount of $500.00 AUD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription NA
Friend Referral Bonus e-Gift Card in the amount of $500.00 AUD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription NA
Employee Referral Bonus $500.00 AUD per Referred Client Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription NA
Podium Referral Program Terms (Canada)
These Podium Canada Referral Program Terms (these “CAN Terms”) govern your participation in the Podium CAN Referral Program, as more fully described below (the “CAN Referral Program”), as a Podium Client, Friend of Podium, Employee, or Referred Client. These CAN Terms do not apply to Podium Partners participating in a referral program through the Partner.io platform or under a Podium Partner Agreement; such partners are governed by the applicable Podium Partner.io Terms and the Podium Partner Program Terms. By submitting a Referral or otherwise participating in the CAN Referral Program, you agree to these Terms, which are an agreement between you and Podium Corporation, Inc., a Delaware corporation (“Podium“) and which are incorporated by this reference into the Podium Terms of Service. Podium reserves the right to amend the CAN Terms and modify (including terminating) the CAN Referral Program from time to time at its discretion. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service and any other terms and conditions referenced therein.
You will not have the authority, expressed or implied, to make any commitment or incur any obligation(s) on behalf of Podium other than those expressly set forth in these CAN Terms.
Definitions
"Podium Client" means any business with a current paid Podium Inbox or Bundle Subscription.
"Referral" means a business entity referred to Podium by a Friend of Podium or Client Referrer directly (or through the assistance of an Employee Referrer) as a prospective Podium Client in accordance with the processes set forth in these CAN Terms.
"Participant" means any Client Referrer, Employee Referrer, Friend of Podium, or Referred Client that participates in the CAN Referral Program.
"Qualified Referral" means a Referral that meets the eligibility requirements set forth in these CAN Terms and is accepted by Podium through the Referral Portal or which uses a valid referral code to purchase a Podium Inbox or Bundle Subscription. A "Qualified Referral" may not be an individual person.
"Referred Client" means a Qualified Referral that purchases a paid Podium Inbox or Bundle Subscription (as more fully described at https://www.podium.com/pricing/) and maintains that subscription for at least two (2) months.
"Client Referrer” means a Podium Client (including its Authorized Users) that meets the eligibility requirements set forth in these CAN Terms and which submits a Referral to Podium in accordance with these CAN Terms.
"Friend(s) of Podium" means an individual or business (other than a Podium Client or Podium Employee) that meets the eligibility requirements set forth in these CAN Terms and which submits a Referral to Podium in accordance with these CAN Terms.
Referral Submission Program Overview
The CAN Referral Program is offered by Podium and, subject to these CAN Terms, provides Participants the opportunity to receive certain bonuses (as more fully defined below) (collectively “Bonuses”) as part of their participation in the CAN Referral Program. These
CAN Terms apply to all Participants, including eligible Client Referrers, Employee Referrers, Friends of Podium, and Referred Clients, so please read carefully to understand your respective rights and obligations. The CAN Referral Program is available to Participants located in the Canada only.
Client Referral & Friends of Podium Referral Bonus. Subject to these CAN Terms, including any applicable eligibility requirements, Client Referrers may receive a one-time bonus (“Client Referral Bonus”) in the amount set forth in the Bonus Table below (“Bonus Table”) for each Qualified Referral they submit and which becomes a Referred Client. In addition to the other eligibility requirements set forth below, in order to be considered a Qualified Referral, Client Referrers must submit/register each Referral by one of the following methods:
1. By submitting all necessary Referral information into the Referral landing page ("Referral Portal") provided by Podium; or
2. By providing the Referral with the Client Referrer's or the Friend of Podium referrer's (as applicable) unique Podium referral link ("Referral Link"), which the Referral must use when purchasing the Podium Subscription.
The Client Referral bonus or Friend of Podium Referral Bonus will be sent to the applicable party only after the Referred Client has been a Podium Client for two (2) months. These limits are set and may be adjusted at Podium's sole discretion.
As a Client Referrer or Friend of Podium, you understand that you are responsible for any applicable Canadian tax obligations arising from your participation in the CAN Referral Program and may be required to provide tax information as requested by Podium. You understand and agree that the relationship between you and Podium is that of independent contractors. Nothing in these CAN Terms will be deemed to create an employment, partnership, joint venture, or agency relationship between you and Podium. Without limiting the foregoing, you acknowledge and agree that: (a) you are solely responsible for all federal and provincial income taxes, Canada Pension Plan ("CPP") or Quebec Pension Plan ("QPP") contributions, Employment Insurance ("EI") premiums, and any other statutory remittances or contributions arising from or related to Bonuses received under these CAN Terms; (b) Podium will not withhold or remit any taxes or contributions on your behalf, and will not issue a T4 slip in connection with any Bonuses paid hereunder; (c) you are not entitled to participate in, or receive benefits under, any Podium employment, health, retirement, insurance, or other benefit plan or program; (d) you are not entitled to workers' compensation coverage, vacation pay, termination pay, or any other entitlement arising under federal or provincial employment standards legislation by reason of your participation in the CAN Referral Program; and (e) if your total taxable supplies exceed $30,000 CAD over any four consecutive calendar quarters, you may be required to register for, collect, and remit Goods and Services Tax ("GST") or Harmonized Sales Tax ("HST"), as applicable, to the Canada Revenue Agency ("CRA") in connection with your referral activities, and you are solely responsible for determining and fulfilling any such obligations. If required, you agree to provide your Business Number (BN) or Social Insurance Number (SIN) upon request and acknowledge sole responsibility for reporting income and any applicable GST/HST obligations. Nothing in these CAN Terms will be deemed to create an employment, partnership, joint venture or agency relationship between you and Podium.
Employee Referral Bonus. Subject to these CAN Terms, including any eligibility requirements, Employee Referrers may receive a one-time bonus ("Employee Referral Bonus") in the amount set forth in the Bonus Table below for each Referred Client they help refer to Podium by either:
Submitting required Referral information, on behalf of a Podium Client, through the Podium Employee Referral landing page ("Employee Landing Page"); or
assisting a Podium Client in generating its custom Referral Link through the Employee Landing Page, which is then used by a Qualified Referral to purchase its Podium Inbox or Bundle Subscription.
The Employee Referrer Bonus payout will be processed by Podium’s internal finance team after the applicable Referred Client has maintained a paid Podium Inbox or Bundle Subscription for at least two (2) months. The Employee Referrer Bonus will be subject to any applicable taxes.
Referred Client Bonus. Following a confirmed purchase of a new Podium Platform/Inbox subscription lasting at least two (2) months, a Referred Client may also be eligible to receive a one-time Referred Client Bonus (“Referred Client Bonus”), as more clearly set forth in the Bonus Table below. This Referred Client Bonus will be sent to the Referred Client business entity by email, using the primary contact listed on the applicable Podium Client account. Each Referred Client is solely responsible for ensuring that the contact information on its account is correct and up to date.
Referral Program Eligibility:
1. To be eligible for participation in the Referral Program, Client Referrers must agree to and comply with the following eligibility criteria. Client Referrer must be:
a current Podium Client;
current on owed accounts to Podium and must not be in breach of any of Podium's Terms of Service; and
located in Canada.
2. To be eligible for participation in the CAN Referral Program, Friends of Podium must agree to and comply with the following eligibility criteria. A Friend of Podium must:
1. comply with the CAN Terms;
2. be located in Canada; and
3. not be a Podium Client or Podium Employee
3. To be eligible for participation in the CAN Referral Program, Employee Referrers must agree to and comply with the following eligibility criteria. Employee Referrer must:
1. be currently employed by Podium;
2. comply with the CAN Terms; and
3. be located in the CAN.
4. The following are not eligible for the CAN Referral Program as Participants:
Podium Partners, including Reseller Partners, Referral Partners, Partners on the Partner.io platform, Developer, Technology, or Managed Service Provider Partners;
Owners, operators, decision makers or employees of a business may not refer their own businesses as Referrals.
Podium Clients, businesses, or individuals located outside Canada.
Qualified Referral Eligibility & Process
Client Referrers and Friends of Podium must (1) register each Referral via the Referral Portal OR (2) utilize a valid custom Referral Link, as provided by Podium, in order for any Referrals submitted to Podium to be considered a Qualified Referral. Each Referral submitted through the Referral Portal must include, at a minimum, the information required in the form, or as otherwise specified by Podium, including but not limited to name and contact details, which must be accurate and completed in full in order for the Referral to be accepted. By submitting a Referral, Client Referrers and Friends of Podium understand and agree that Podium may contact the referred party.
Additionally, to be considered a Qualified Referral for an Employee Referrer, a Referral must (1) be registered by the Employee, on behalf of a Podium Client, via the Employee Landing Page, OR (2) be processed using a valid Podium Client Referral Link, which the Employee Referrer assisted in generating via the Employee Landing Page.
1. Refusal. Podium may decline a Referral submission for any reason, including but not limited to the following:
1.1. Such Referral is
1.1.1. a current Podium Client;
1.1.2. a former Podium Client;
1.1.3. a former or current Partner of Podium;
1.1.4. owned directly or indirectly by the Client Referrer or the Friend of Podium referring that business;
1.1.5. an active Podium sales opportunity (or appointment) with contact in the past 30 days; or
1.2. Such Referral has already been submitted to Podium by a Partner, another referrer, another Podium Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Referral from multiple Podium Clients or Friends of Podium);
1.3. Such Referral does not meet Podium's qualification for its clients for reasons of credit worthiness, type of business, validity of business, or location;
1.4 Such referral is identified as a Podium competitor or Reseller Partner.
Participant's Code of Conduct
Participants must not violate any of these CAN Terms, or otherwise engage in activity that could be considered harassment toward other users. Participants agree to not use the Program to:
Violate the intellectual property rights of Podium or any other third party;
Engage in any actions that are designed to disrupt or undermine the CAN Referral Program;
Make attempts to gain unauthorized access to Podium Technology or the CAN Referral Program for any reason;
Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Podium intellectual property or stop the function of the Podium Services;
Engage in behavior designed to annoy or harass others;
Engage in actions that disparage or malign or call into question Podium's reputation;
Refer entities or individuals prohibited by Podium’s Terms of Service or Acceptable Use Policy;
Engage in spam or violate the law. You agree that you will at all times remain compliant with all applicable Laws. If you use Podium’s Platform or tools to invite friends, family, or others to become users/clients of Podium, you will do so only in compliance with applicable Laws, these CAN Terms, and the Podium Terms of Service. Without limiting the foregoing, you must comply with Canada’s Anti-Spam Legislation (CASL), including obtaining requisite consent and including required identification and unsubscribe mechanisms in all commercial electronic messages. In particular, you represent and warrant that you will only send a text or email invitation to individuals who have provided you the necessary consent to receive such texts and or emails. In particular, the following specific activities are prohibited:
Mass emailing and messaging people you do not personally know;
Use of automated systems or bots through any channel to distribute or post your referral code;
Use of scripts, or similar programmed dialers to send invites or to communicate referral codes; and
Posting referral codes on event or venue pages without express permission from the event or venue owner.
Engage in misrepresentation. You will not attempt to mislead anyone in connection with the Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
Impersonate any person or entity;
Create fake accounts, blogs, webpages, profiles, websites, links, or messages;
Misrepresent your relationship with Podium or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Podium);
Suggest that an affiliation or partnership exists with a third party where none exists.
Make misrepresentations with respect to the characteristics or qualification requirements for any Bonus(es). You acknowledge that Podium may change the characteristics or qualification requirements for any Bonus(es) in its discretion, and therefore you shall not represent any fixed characteristics.
Indemnification.
By participating in the CAN Referral Program, you agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to comply with these CAN Terms or any applicable laws, rules, and regulations during your participation in the CAN Referral Program, (b) any violation or claimed violation of a third party’s rights resulting from your participation in the CAN Referral Program; or (c) any negligence or willful misconduct arising out of your participation in the CAN Referral Program.
Bonus Table
Bonus Type
Bonus Amount
Bonus Timing
Bonus Limits
Client Referral Bonus
e-Gift Card in the amount of
$500.00 CAD per Referred Client
$500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription.
NA
Friend Referral Bonus
e-Gift Card in the amount of
$500.00 CAD per Referred Client
$500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services Subscription.
NA
Employee Referral Bonus
$500.00 CAD per Referred Client
Bonus will be provided after the applicable Referred Client has completed the first two
(2) months of its qualifying paid Podium Services subscription.
NA
Referred Client Bonus
e-Gift Card in the amount of
$500.00 CAD per Referred Client
Bonus will be provided to Podium Client business after the Referred Client has completed the first two (2) months of its qualifying paid Podium Services
Limited to one (1) bonus per Referred Client.
Effective March 20th 2026 to May 28th 2026
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Table of Contents
Podium Referral Program Terms (U.S.)
These Podium U.S. Referral Program Terms (these “ U.S. Terms”) govern your participation in the Podium U.S. Referral Program, as more fully described below (the “U.S. Referral Program”). By submitting a Referral or otherwise participating in the U.S. Referral Program, you agree to these Terms, which are an agreement between you and Podium Corporation, Inc., a Delaware corporation (“Podium“) and which are incorporated by this reference into the Podium Terms of Service. Podium reserves the right to amend the U.S. Terms and modify (including terminating) the U.S. Referral Program from time to time at its discretion. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service and any other terms and conditions referenced therein.
You will not have the authority, expressed or implied, to make any commitment or incur any obligation(s) on behalf of Podium other than those expressly set forth in these U.S. Terms.
Definitions
1. "Podium Client" means any business with a current paid Podium Inbox or Bundle Subscription.
2. "Referral" means a business entity referred to Podium by a Friend of Podium or Client Referrer directly (or through the assistance of an Employee Referrer) as a prospective Podium Client in accordance with the processes set forth in these U.S. Terms.
3. "Participant" means any Client Referrer, Employee Referrer, Friend of Podium, or Referred Client that participates in the U.S. Referral Program.
4. "Qualified Referral" means a Referral that meets the eligibility requirements set forth in these U.S. Terms and is accepted by Podium through the Referral Portal or which uses a valid referral code to purchase a Podium Inbox or Bundle Subscription. A "Qualified Referral" may not be an individual person.
5. "Referred Client" means a Qualified Referral that purchases a paid Podium Inbox or Bundle Subscription (as more fully described at https://www.podium.com/pricing/) and maintains that subscription for at least two (2) months.
6. "Client Referrer” means a Podium Client (including its Authorized Users) that meets the eligibility requirements set forth in these U.S. Terms and which submits a Referral to Podium in accordance with these U.S. Terms.
7. "Friend(s) of Podium" means an individual or business (other than a Podium Client or Podium Employee) that meets the eligibility requirements set forth in these U.S. Terms and which submits a Referral to Podium in accordance with these U.S. Terms.
Referral Submission Program Overview
The U.S. Referral Program is offered by Podium and, subject to these U.S. Terms, provides Participants the opportunity to receive certain bonuses (as more fully defined below) (collectively “Bonuses”) as part of their participation in the U.S. Referral Program. These U.S. Terms apply to all Participants, including eligible Client Referrers, Employee Referrers, Friends of Podium, and Referred Clients, so please read carefully to understand your respective rights and obligations. The U.S. Referral Program is available to Participants located in the United States only.
Client Referral & Friends of Podium Referral Bonus. Subject to these U.S. Terms, including any applicable eligibility requirements, Client Referrers may receive a one-time bonus (“Client Referral Bonus”) in the amount set forth in the Bonus Table below (“Bonus Table”) for each Qualified Referral they submit and which becomes a Referred Client. In addition to the other eligibility requirements set forth below, in order to be considered a Qualified Referral, Client Referrers must submit/register each Referral by one of the following methods:
(1) By submitting all necessary Referral information into the Referral landing page ("Referral Portal") provided by Podium; or
(2) By providing the Referral with the Client Referrer's or the Friend of Podium referrer's (as applicable) unique Podium referral link ("Referral Link"), which the Referral must use when purchasing the Podium Subscription.
The Client Referral bonus or Friend of Podium Referral Bonus will be sent to the applicable party only after the Referred Client has been a Podium Client for two (2) months. These limits are set and may be adjusted at Podium's sole discretion.
As a Client Referrer or Friend of Podium, if your combined annual Bonuses total $600.00 USD or more, you must complete and submit a W-9 Tax Form to Podium. You are solely responsible for all taxes arising from Bonuses received. You are not entitled to any employee benefits, workers' compensation, or unemployment insurance from Podium. Additionally, as a Client Referrer or Friend of Podium, you understand and agree that the relationship between you and Podium is that of independent contractors. Nothing in these U.S. Terms will be deemed to create an employment, partnership, joint venture or agency relationship between you and Podium.
Employee Referral Bonus. Subject to these U.S. Terms, including any eligibility requirements, Employee Referrers may receive a one-time bonus ("Employee Referral Bonus") in the amount set forth in the Bonus Table below for each Referred Client they help refer to Podium by either:
(1) Submitting required Referral information, on behalf of a Podium Client, through the Podium Employee Referral landing page ("Employee Landing Page"); or
(2) assisting a Podium Client in generating its custom Referral Link through the Employee Landing Page, which is then used by a Qualified Referral to purchase its Podium Inbox or Bundle Subscription.
The Employee Referrer Bonus payout will be processed by Podium’s internal finance team after the applicable Referred Client has maintained a paid Podium Inbox or Bundle Subscription for at least two (2) months. The Employee Referrer Bonus will be subject to any applicable taxes.
Referred Client Bonus. Following a confirmed purchase of a new Podium Platform/Inbox subscription lasting at least two (2) months, a Referred Client may also be eligible to receive a one-time Referred Client Bonus (“Referred Client Bonus”), as more clearly set forth in the Bonus Table below. This Referred Client Bonus will be sent to the Referred Client business entity by email, using the primary contact listed on the applicable Podium Client account. Each Referred Client is solely responsible for ensuring that the contact information on its account is correct and up to date.
Referral Program Eligibility:
1. To be eligible for participation in the Referral Program, Client Referrers must agree to and comply with the following eligibility criteria. Client Referrer must be:
1. a current Podium Client;
2. current on owed accounts to Podium and must not be in breach of any of Podium's Terms of Service; and
3. located in the U.S.
2. To be eligible for participation in the U.S. Referral Program, Friends of Podium must agree to and comply with the following eligibility criteria. A Friend of Podium must:
1. comply with the U.S. Terms;
2. be located in the U.S.; and
3. not be a Podium Client or Podium Employee
3. To be eligible for participation in the U.S. Referral Program, Employee Referrers must agree to and comply with the following eligibility criteria. Employee Referrer must:
1. be currently employed by Podium;
2. comply with the U.S. Terms; and
3. be located in the U.S.
4. The following are not eligible for the U.S. Referral Program as Participants:
1. Podium Partners, including Reseller, Referral, Developer, Technology, or Managed Service Provider Partners;
2. Owners, operators, decision makers or employees of a business may not refer their own businesses as Referrals.
3. Podium Clients, businesses, or individuals located outside the US.
Qualified Referral Eligibility & Process
Client Referrers and Friends of Podium must (1) register each Referral via the Referral Portal OR (2) utilize a valid custom Referral Link, as provided by Podium, in order for any Referrals submitted to Podium to be considered a Qualified Referral. Each Referral submitted through the Referral Portal must include, at a minimum, the information required in the form, or as otherwise specified by Podium, including but not limited to name and contact details, which must be accurate and completed in full in order for the Referral to be accepted. By submitting a Referral, Client Referrers and Friends of Podium understand and agree that Podium may contact the referred party.
Additionally, to be considered a Qualified Referral for an Employee Referrer, a Referral must (1) be registered by the Employee, on behalf of a Podium Client, via the Employee Landing Page, OR (2) be processed using a valid Podium Client Referral Link, which the Employee Referrer assisted in generating via the Employee Landing Page.
1. Refusal. Podium may decline a Referral submission for any reason, including but not limited to the following:
1.1. Such Referral is
1.1.1. a current Podium Client;
1.1.2. a former Podium Client;
1.1.3. a former or current Partner of Podium;
1.1.4. owned directly or indirectly by the Client Referrer or the Friend of Podium referring that business;
1.1.5. an active Podium sales opportunity (or appointment) with contact in the past 30 days; or
1.2. Such Referral has already been submitted to Podium by a Partner, another referrer, another Podium Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Referral from multiple Podium Clients or Friends of Podium);
1.3. Such Referral does not meet Podium's qualification for its clients for reasons of credit worthiness, type of business, validity of business, or location;
1.4. Such referral is identified as a Podium competitor or Reseller Partner.
Participant's Code of Conduct
Participants must not violate any of these U.S. Terms, or otherwise engage in activity that could be considered harassment toward other users. Participants agree to not use the Program to:
1. Violate the intellectual property rights of Podium or any other third party;
2. Engage in any actions that are designed to disrupt or undermine the U.S. Referral Program;
3. Make attempts to gain unauthorized access to Podium Technology or the U.S. Referral Program for any reason;
4. Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Podium intellectual property or stop the function of the Podium Services;
5. Engage in behavior designed to annoy or harass others;
6. Engage in actions that disparage or malign or call into question Podium's reputation;
7. Refer entities or individuals prohibited by Podium’s Terms of Service or Acceptable Use Policy;
8. Engage in spam or violate the law. You agree that you will at all times remain compliant with all applicable Laws. If you use Podium’s Platform or tools to invite friends, family, or others to become users/clients of Podium, you will do so only in compliance with applicable Laws, these U.S. Terms, and the Podium Terms of Service. In particular, you represent and warrant that you will only send a text or email invitation to individuals who have provided you the necessary consent to receive such texts and or emails.
In particular, the following specific activities are prohibited:
8.1. Mass emailing and messaging people you do not personally know;
8.2. Use of automated systems or bots through any channel to distribute or post your referral code;
8.3. Use of scripts, or similar programmed dialers to send invites or to communicate referral codes; and
8.4. Posting referral codes on event or venue pages without express permission from the event or venue owner.
9. Engage in misrepresentation. You will not attempt to mislead anyone in connection with the Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
9.1. Impersonate any person or entity;
9.2. Create fake accounts, blogs, webpages, profiles, websites, links, or messages;
9.3. Misrepresent your relationship with Podium or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Podium);
9.4. Suggest that an affiliation or partnership exists with a third party where none exists.
9.5. Make misrepresentations with respect to the characteristics or qualification requirements for any Bonus(es). You acknowledge that Podium may change the characteristics or qualification requirements for any Bonus(es) in its discretion, and therefore you shall not represent any fixed characteristics.
Indemnification.
By participating in the U.S. Referral Program, you agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to comply with these U.S. Terms or any applicable laws, rules, and regulations during your participation in the U.S. Referral Program, (b) any violation or claimed violation of a third party’s rights resulting from your participation in the U.S. Referral Program; or (c) any negligence or willful misconduct arising out of your participation in the U.S. Referral Program.
Bonus Table
Bonus Type Bonus Amount Bonus Timing Bonus Limits
Client Referral Bonus e-Gift Card in the amount of $500.00 USD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. NA
Friend Referral Bonus e-Gift Card in the amount of $500.00 USD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services Subscription. NA
Employee Referral Bonus $500.00 USD per Referred Client Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. NA
Referred Client Bonus e-Gift Card in the amount of $500.00 USD per Referred Client Bonus will be provided to Podium Client business after the Referred Client has completed the first two (2) months of its qualifying paid Podium Services Limited to one (1) bonus per Referred Client.
Podium Referral Program Terms (AUS)
These Podium Australia Referral Program Terms (these “AUS Terms”) govern your participation in the Podium Australia Referral Program, as more fully described below (the “AUS Referral Program”). By submitting a Referral or otherwise participating in the AUS Referral Program, you agree to these AUS Terms, which are an agreement between you and Podium Corporation, Inc., a Delaware corporation (“Podium“) and which are incorporated by this reference into the Podium Terms of Service. Podium reserves the right to amend the AUS Terms and modify (including terminating) the AUS Referral Program from time to time at its discretion. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service and any other terms and conditions referenced therein. You will not have the authority, expressed or implied, to make any commitment or incur any obligation(s) on behalf of Podium other than those expressly set forth in these AUS Terms.
Definitions
1. "Podium Client" means any business with a current paid Podium Inbox or Bundle Subscription.
2. "Referral" means a business entity referred to Podium by a Friend of Podium or Client Referrer directly (or through the assistance of an Employee Referrer) as a prospective Podium Client in accordance with the processes set forth in these AUS Terms.
3. "Participant" means any Client Referrer, Employee Referrer, or Friend of Podium that participates in the AUS Referral Program.
4. "Qualified Referral" means a Referral that meets the eligibility requirements set forth in these AUS Terms and is accepted by Podium through the Referral Portal or which uses a valid referral code to purchase a Podium Inbox or Bundle Subscription. A "Qualified Referral" may not be an individual person.
5. "Referred Client" means a Qualified Referral that purchases a paid Podium Inbox or Bundle Subscription (as more fully described at https://www.podium.com/pricing/) and maintains that subscription for at least two (2) months.
6. "Client Referrer" means a Podium Client (including its Authorized Users) that meets the eligibility requirements set forth in these AUS Terms and which submits a Referral to Podium in accordance with these AUS Terms.
7. "Friend(s) of Podium" means an individual or business (other than a Podium Client or Podium Employee) that meets the eligibility requirements set forth in these Terms and which submits a Referral to Podium in accordance with these Terms.
Referral Submission Program Overview
The AUS Referral Program is offered by Podium and, subject to these AUS Terms, provides Participants the opportunity to receive certain bonuses (as more fully defined below) (collectively “Bonuses”) as part of their participation in the AUS Referral Program. These AUS Terms apply to all Participants, including eligible Client Referrers, Employee Referrers, and Friends of Podium, so please read carefully to understand your respective rights and obligations. The AUS Referral Program is available to Participants located in Australia only.
Client Referral & Friends of Podium Referral Bonus. Subject to these AUS Terms, including any applicable eligibility requirements, Client Referrers may receive a one-time bonus (“Client Referral Bonus”) in the amount set forth in the Bonus Table below (“Bonus Table”) for each Qualified Referral they submit and which becomes a Referred Client. In addition to the other eligibility requirements set forth below, in order to be considered a Qualified Referral, Client Referrers must submit/register each Referral by one of the following methods:
(1) By submitting all necessary Referral information into the Referral landing page ("Referral Portal") provided by Podium; or
(2) By providing the Referral with the Client Referrer's or the Friend of Podium referrer's unique Podium referral link ("Referral Link"), which the Referral must use when purchasing the Podium Subscription.
The Client Referral bonus or Friend of Podium Referral Bonus will be sent to the applicable party only after the Referred Client has been a Podium Client for two (2) months.
As a Client Referrer or Friend of Podium, you understand that you will be responsible for any taxes that become applicable due to your participation in the AUS Referral Program. Additionally, as a Client Referrer or Friend of Podium, you understand and agree that the relationship between you and Podium is that of independent contractors. Nothing in these AUS Terms will be deemed to create an employment, partnership, joint venture or agency relationship between you and Podium.
Employee Referral Bonus. Subject to these AUS Terms, including any eligibility requirements, Employee Referrers may receive a one-time bonus ("Employee Referral Bonus") in the amount set forth in the Bonus Table below for each Referred Client they help refer to Podium by either:
(1) Submitting required Referral information, on behalf of a Podium Client, through the Podium Employee Referral landing page ("Employee Landing Page"); or
(2) assisting a Podium Client in generating its custom Referral Link through the Employee Landing Page, which is then used by a Qualified Referral to purchase its Podium Inbox or Bundle Subscription.
The Employee Referrer Bonus payout will be processed by Podium’s internal finance team after the applicable Referred Client has maintained a paid Podium Inbox or Bundle Subscription for at least two (2) months. The Employee Referrer Bonus will be subject to any applicable taxes.
Referral Program Eligibility
1. To be eligible for participation in the AUS Referral Program, Client Referrers must agree to and comply with the following eligibility criteria. Client Referrer must be:
1. a current Podium Client;
2. current on owed accounts to Podium and must not be in breach of any of Podium's Terms of Service; and
3. located in Australia.
2. To be eligible for participation in the AUS Referral Program, Friends of Podium must agree to and comply with the following eligibility criteria. A Friend of Podium must:
1. comply with the AUS Terms;
2. be located in Australia; and
3. not be a Podium Client or Podium Employee.
3. To be eligible for participation in the AUS Referral Program, Employee Referrers must agree to and comply with the following eligibility criteria. Employee Referrer must:
1. be currently employed by Podium
2. comply with the AUS Terms; and
3. be located in Australia.
4. The following are not eligible for the AUS Referral Program as Participants:
1. Podium Partners, including Reseller, Referral, Developer, Technology, or Managed Service Provider Partners;
2. Owners, operators, decision makers or employees of a business may not refer their own businesses as Referrals.
3. Podium Clients, businesses, or individuals located outside of Australia.
Qualified Referral Eligibility & Process
Client Referrers and Friends of Podium must (1) register each Referral via the Referral Portal OR (2) utilize a valid custom Referral Link, as provided by Podium, in order for any Referrals submitted to Podium to be considered a Qualified Referral. Each Referral submitted through the Referral Portal must include, at a minimum, the information required in the form, or as otherwise specified by Podium, including but not limited to name and contact details, which must be accurate and completed in full in order for the Referral to be accepted. By submitting a Referral, Client Referrers and Friends of Podium understand and agree that Podium may contact the referred party.
Additionally, to be considered a Qualified Referral for an Employee Referrer, a Referral must (1) be registered by the Employee, on behalf of a Podium Client, via the Employee Landing Page, OR (2) be processed using a valid Podium Client Referral Link, which the Employee Referrer assisted in generating via the Employee Landing Page.
1. Refusal. Podium may decline a Referral submission for any reason, including but not limited to the following:
1.1. Such Referral is
1.1.1. a current Podium Client;
1.1.2. a former Podium Client;
1.1.3. a former or current Partner of Podium;
1.1.4. owned directly or indirectly by the Client Referrer or Friend of Podium referring that business;
1.1.5. an active Podium sales opportunity with contact in the past 30 days; or
1.2. Such Referral has already been submitted to Podium by a Partner, another referrer, another Podium Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Referral from multiple Podium Clients or Friends of Podium);
1.3. Such Referral does not meet Podium's qualification for its clients for reasons of credit worthiness, type of business, validity, of business, or location;
1.4. Such Referral is identified as a Podium competitor or Reseller Partner.
Participant's Code of Conduct
Participants must not violate any of these Terms, or otherwise engage in activity that could be considered harassment toward other users. Participants agree to not use the Program to:
1. Violate the intellectual property rights of Podium or any other third party;
2. Engage in any actions that are designed to disrupt or undermine the AUS Referral Program.
3. Make attempts to gain unauthorized access to Podium Technology or the AUS Referral Program for any reason;
4. Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Podium intellectual property or stop the function of the Podium Services;
5. Engage in behavior designed to annoy or harass others;
6. Engage in actions that disparage or malign or call into question Podium’s reputation;
7. Refer entities or individuals prohibited by Podium’s Terms of Service or Acceptable Use Policy
8. Engage in spam or violate the law. You agree that you will at all times remain compliant with all applicable Laws. If you use Podium’s Platform or tools to invite friends, family, or others to become users/clients of Podium, you will do so only in compliance with applicable Laws, these Terms, and the Podium Terms of Service. In particular, you represent and warrant that you will only send a text or email invitation to individuals who have provided you the necessary consent to receive such texts and or emails.
In particular, the following specific activities are prohibited:
8.1. Mass emailing and messaging people you do not personally know;
8.2. Use of automated systems or bots through any channel to distribute or post your referral code;
8.3. Use of scripts, or similar programmed dialers to send invites or to communicate referral codes; and
8.4. Posting referral codes on event or venue pages without express permission from the event or venue owner
9. Engage in misrepresentation. You will not attempt to mislead anyone in connection with the AUS Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
9.1. Impersonate any person or entity;
9.2. Create fake accounts, blogs, webpages, profiles, websites, links, or messages;
9.3. Misrepresent your relationship with Podium or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Podium);
9.4. Suggest that an affiliation or partnership exists with a third party where none exists.
9.5. Make misrepresentations with respect to the characteristics or qualification requirements for any Bonus(s). You acknowledge that Podium may change the characteristics or qualification requirements for any Bonus(es) in its discretion, and therefore you shall not represent any fixed characteristics.
Indemnification
By participating in the AUS Referral Program, you agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to comply with these Terms or any applicable laws, rules, and regulations during your participation in the AUS Referral Program, (b) any violation or claimed violation of a third party’s rights resulting from your participation in the AUS Referral Program; or (c) any negligence or willful misconduct arising out of your participation in the AUS Referral Program.
Bonus Table
Bonus Type Bonus Amount Bonus Timing Bonus Limits
Client Referral Bonus e-Gift Card in the amount of $500.00 AUD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription NA
Friend Referral Bonus e-Gift Card in the amount of $500.00 AUD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription NA
Employee Referral Bonus $500.00 AUD per Referred Client Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription NA
Podium Referral Program Terms (Canada)
These Podium Canada Referral Program Terms (these “ CAN Terms”) govern your participation in the Podium CAN Referral Program, as more fully described below (the “CAN Referral Program”). By submitting a Referral or otherwise participating in the CAN Referral Program, you agree to these Terms, which are an agreement between you and Podium Corporation, Inc., a Delaware corporation (“Podium“) and which are incorporated by this reference into the Podium Terms of Service. Podium reserves the right to amend the CAN Terms and modify (including terminating) the CAN Referral Program from time to time at its discretion. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service and any other terms and conditions referenced therein.
You will not have the authority, expressed or implied, to make any commitment or incur any obligation(s) on behalf of Podium other than those expressly set forth in these CAN Terms.
Definitions
"Podium Client" means any business with a current paid Podium Inbox or Bundle Subscription.
"Referral" means a business entity referred to Podium by a Friend of Podium or Client Referrer directly (or through the assistance of an Employee Referrer) as a prospective Podium Client in accordance with the processes set forth in these CAN Terms.
"Participant" means any Client Referrer, Employee Referrer, Friend of Podium, or Referred Client that participates in the CAN Referral Program.
"Qualified Referral" means a Referral that meets the eligibility requirements set forth in these CAN Terms and is accepted by Podium through the Referral Portal or which uses a valid referral code to purchase a Podium Inbox or Bundle Subscription. A "Qualified Referral" may not be an individual person.
"Referred Client" means a Qualified Referral that purchases a paid Podium Inbox or Bundle Subscription (as more fully described at https://www.podium.com/pricing/) and maintains that subscription for at least two (2) months.
"Client Referrer” means a Podium Client (including its Authorized Users) that meets the eligibility requirements set forth in these CAN Terms and which submits a Referral to Podium in accordance with these CAN Terms.
"Friend(s) of Podium" means an individual or business (other than a Podium Client or Podium Employee) that meets the eligibility requirements set forth in these CAN Terms and which submits a Referral to Podium in accordance with these CAN Terms.
Referral Submission Program Overview
The CAN Referral Program is offered by Podium and, subject to these CAN Terms, provides Participants the opportunity to receive certain bonuses (as more fully defined below) (collectively “Bonuses”) as part of their participation in the CAN Referral Program. These
CAN Terms apply to all Participants, including eligible Client Referrers, Employee Referrers, Friends of Podium, and Referred Clients, so please read carefully to understand your respective rights and obligations. The CAN Referral Program is available to Participants located in the Canada only.
Client Referral & Friends of Podium Referral Bonus. Subject to these CAN Terms, including any applicable eligibility requirements, Client Referrers may receive a one-time bonus (“Client Referral Bonus”) in the amount set forth in the Bonus Table below (“Bonus Table”) for each Qualified Referral they submit and which becomes a Referred Client. In addition to the other eligibility requirements set forth below, in order to be considered a Qualified Referral, Client Referrers must submit/register each Referral by one of the following methods:
1. By submitting all necessary Referral information into the Referral landing page ("Referral Portal") provided by Podium; or
2. By providing the Referral with the Client Referrer's or the Friend of Podium referrer's (as applicable) unique Podium referral link ("Referral Link"), which the Referral must use when purchasing the Podium Subscription.
The Client Referral bonus or Friend of Podium Referral Bonus will be sent to the applicable party only after the Referred Client has been a Podium Client for two (2) months. These limits are set and may be adjusted at Podium's sole discretion.
As a Client Referrer or Friend of Podium, you understand that you are responsible for any applicable Canadian tax obligations arising from your participation in the CAN Referral Program and may be required to provide tax information as requested by Podium. You understand and agree that the relationship between you and Podium is that of independent contractors. Nothing in these CAN Terms will be deemed to create an employment, partnership, joint venture, or agency relationship between you and Podium. Without limiting the foregoing, you acknowledge and agree that: (a) you are solely responsible for all federal and provincial income taxes, Canada Pension Plan ("CPP") or Quebec Pension Plan ("QPP") contributions, Employment Insurance ("EI") premiums, and any other statutory remittances or contributions arising from or related to Bonuses received under these CAN Terms; (b) Podium will not withhold or remit any taxes or contributions on your behalf, and will not issue a T4 slip in connection with any Bonuses paid hereunder; (c) you are not entitled to participate in, or receive benefits under, any Podium employment, health, retirement, insurance, or other benefit plan or program; (d) you are not entitled to workers' compensation coverage, vacation pay, termination pay, or any other entitlement arising under federal or provincial employment standards legislation by reason of your participation in the CAN Referral Program; and (e) if your total taxable supplies exceed $30,000 CAD over any four consecutive calendar quarters, you may be required to register for, collect, and remit Goods and Services Tax ("GST") or Harmonized Sales Tax ("HST"), as applicable, to the Canada Revenue Agency ("CRA") in connection with your referral activities, and you are solely responsible for determining and fulfilling any such obligations. If required, you agree to provide your Business Number (BN) or Social Insurance Number (SIN) upon request and acknowledge sole responsibility for reporting income and any applicable GST/HST obligations. Nothing in these CAN Terms will be deemed to create an employment, partnership, joint venture or agency relationship between you and Podium.
Employee Referral Bonus. Subject to these CAN Terms, including any eligibility requirements, Employee Referrers may receive a one-time bonus ("Employee Referral Bonus") in the amount set forth in the Bonus Table below for each Referred Client they help refer to Podium by either:
Submitting required Referral information, on behalf of a Podium Client, through the Podium Employee Referral landing page ("Employee Landing Page"); or
assisting a Podium Client in generating its custom Referral Link through the Employee Landing Page, which is then used by a Qualified Referral to purchase its Podium Inbox or Bundle Subscription.
The Employee Referrer Bonus payout will be processed by Podium’s internal finance team after the applicable Referred Client has maintained a paid Podium Inbox or Bundle Subscription for at least two (2) months. The Employee Referrer Bonus will be subject to any applicable taxes.
Referred Client Bonus. Following a confirmed purchase of a new Podium Platform/Inbox subscription lasting at least two (2) months, a Referred Client may also be eligible to receive a one-time Referred Client Bonus (“Referred Client Bonus”), as more clearly set forth in the Bonus Table below. This Referred Client Bonus will be sent to the Referred Client business entity by email, using the primary contact listed on the applicable Podium Client account. Each Referred Client is solely responsible for ensuring that the contact information on its account is correct and up to date.
Referral Program Eligibility:
1. To be eligible for participation in the Referral Program, Client Referrers must agree to and comply with the following eligibility criteria. Client Referrer must be:
a current Podium Client;
current on owed accounts to Podium and must not be in breach of any of Podium's Terms of Service; and
located in Canada.
2. To be eligible for participation in the CAN Referral Program, Friends of Podium must agree to and comply with the following eligibility criteria. A Friend of Podium must:
1. comply with the CAN Terms;
2. be located in Canada; and
3. not be a Podium Client or Podium Employee
3. To be eligible for participation in the CAN Referral Program, Employee Referrers must agree to and comply with the following eligibility criteria. Employee Referrer must:
1. be currently employed by Podium;
2. comply with the CAN Terms; and
3. be located in the CAN.
4. The following are not eligible for the CAN Referral Program as Participants:
Podium Partners, including Reseller, Referral, Developer, Technology, or Managed Service Provider Partners;
Owners, operators, decision makers or employees of a business may not refer their own businesses as Referrals.
Podium Clients, businesses, or individuals located outside Canada.
Qualified Referral Eligibility & Process
Client Referrers and Friends of Podium must (1) register each Referral via the Referral Portal OR (2) utilize a valid custom Referral Link, as provided by Podium, in order for any Referrals submitted to Podium to be considered a Qualified Referral. Each Referral submitted through the Referral Portal must include, at a minimum, the information required in the form, or as otherwise specified by Podium, including but not limited to name and contact details, which must be accurate and completed in full in order for the Referral to be accepted. By submitting a Referral, Client Referrers and Friends of Podium understand and agree that Podium may contact the referred party.
Additionally, to be considered a Qualified Referral for an Employee Referrer, a Referral must (1) be registered by the Employee, on behalf of a Podium Client, via the Employee Landing Page, OR (2) be processed using a valid Podium Client Referral Link, which the Employee Referrer assisted in generating via the Employee Landing Page.
1. Refusal. Podium may decline a Referral submission for any reason, including but not limited to the following:
1.1. Such Referral is
1.1.1. a current Podium Client;
1.1.2. a former Podium Client;
1.1.3. a former or current Partner of Podium;
1.1.4. owned directly or indirectly by the Client Referrer or the Friend of Podium referring that business;
1.1.5. an active Podium sales opportunity (or appointment) with contact in the past 30 days; or
1.2. Such Referral has already been submitted to Podium by a Partner, another referrer, another Podium Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Referral from multiple Podium Clients or Friends of Podium);
1.3. Such Referral does not meet Podium's qualification for its clients for reasons of credit worthiness, type of business, validity of business, or location;
1.4 Such referral is identified as a Podium competitor or Reseller Partner.
Participant's Code of Conduct
Participants must not violate any of these CAN Terms, or otherwise engage in activity that could be considered harassment toward other users. Participants agree to not use the Program to:
Violate the intellectual property rights of Podium or any other third party;
Engage in any actions that are designed to disrupt or undermine the CAN Referral Program;
Make attempts to gain unauthorized access to Podium Technology or the CAN Referral Program for any reason;
Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Podium intellectual property or stop the function of the Podium Services;
Engage in behavior designed to annoy or harass others;
Engage in actions that disparage or malign or call into question Podium's reputation;
Refer entities or individuals prohibited by Podium’s Terms of Service or Acceptable Use Policy;
Engage in spam or violate the law. You agree that you will at all times remain compliant with all applicable Laws. If you use Podium’s Platform or tools to invite friends, family, or others to become users/clients of Podium, you will do so only in compliance with applicable Laws, these CAN Terms, and the Podium Terms of Service. Without limiting the foregoing, you must comply with Canada’s Anti-Spam Legislation (CASL), including obtaining requisite consent and including required identification and unsubscribe mechanisms in all commercial electronic messages. In particular, you represent and warrant that you will only send a text or email invitation to individuals who have provided you the necessary consent to receive such texts and or emails. In particular, the following specific activities are prohibited:
Mass emailing and messaging people you do not personally know;
Use of automated systems or bots through any channel to distribute or post your referral code;
Use of scripts, or similar programmed dialers to send invites or to communicate referral codes; and
Posting referral codes on event or venue pages without express permission from the event or venue owner.
Engage in misrepresentation. You will not attempt to mislead anyone in connection with the Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
Impersonate any person or entity;
Create fake accounts, blogs, webpages, profiles, websites, links, or messages;
Misrepresent your relationship with Podium or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Podium);
Suggest that an affiliation or partnership exists with a third party where none exists.
Make misrepresentations with respect to the characteristics or qualification requirements for any Bonus(es). You acknowledge that Podium may change the characteristics or qualification requirements for any Bonus(es) in its discretion, and therefore you shall not represent any fixed characteristics.
Indemnification.
By participating in the CAN Referral Program, you agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to comply with these CAN Terms or any applicable laws, rules, and regulations during your participation in the CAN Referral Program, (b) any violation or claimed violation of a third party’s rights resulting from your participation in the CAN Referral Program; or (c) any negligence or willful misconduct arising out of your participation in the CAN Referral Program.
Bonus Table
Bonus Type
Bonus Amount
Bonus Timing
Bonus Limits
Client Referral Bonus
e-Gift Card in the amount of
$500.00 CAD per Referred Client
$500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription.
NA
Friend Referral Bonus
e-Gift Card in the amount of
$500.00 CAD per Referred Client
$500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services Subscription.
NA
Employee Referral Bonus
$500.00 CAD per Referred Client
Bonus will be provided after the applicable Referred Client has completed the first two
(2) months of its qualifying paid Podium Services subscription.
NA
Referred Client Bonus
e-Gift Card in the amount of
$500.00 CAD per Referred Client
Bonus will be provided to Podium Client business after the Referred Client has completed the first two (2) months of its qualifying paid Podium Services
Limited to one (1) bonus per Referred Client.
Effective November 17th 2025 to March 20th 2026
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Table of Contents
Podium Referral Program Terms (U.S.)
These Podium U.S. Referral Program Terms (these “ U.S. Terms”) govern your participation in the Podium U.S. Referral Program, as more fully described below (the “U.S. Referral Program”). By submitting a Referral or otherwise participating in the U.S. Referral Program, you agree to these Terms, which are an agreement between you and Podium Corporation, Inc., a Delaware corporation (“Podium“) and which are incorporated by this reference into the Podium Terms of Service. Podium reserves the right to amend the U.S. Terms and modify (including terminating) the U.S. Referral Program from time to time at its discretion. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service and any other terms and conditions referenced therein.
You will not have the authority, expressed or implied, to make any commitment or incur any obligation(s) on behalf of Podium other than those expressly set forth in these U.S. Terms.
Definitions
1. "Podium Client" means any business with a current paid Podium Inbox or Bundle Subscription.
2. "Referral" means a business entity referred to Podium by a Friend of Podium or Client Referrer directly (or through the assistance of an Employee Referrer) as a prospective Podium Client in accordance with the processes set forth in these U.S. Terms.
3. "Participant" means any Client Referrer, Employee Referrer, Friend of Podium, or Referred Client that participates in the U.S. Referral Program.
4. "Qualified Referral" means a Referral that meets the eligibility requirements set forth in these U.S. Terms and is accepted by Podium through the Referral Portal or which uses a valid referral code to purchase a Podium Inbox or Bundle Subscription. A "Qualified Referral" may not be an individual person.
5. "Referred Client" means a Qualified Referral that purchases a paid Podium Inbox or Bundle Subscription (as more fully described at https://www.podium.com/pricing/) and maintains that subscription for at least two (2) months.
6. "Client Referrer” means a Podium Client (including its Authorized Users) that meets the eligibility requirements set forth in these U.S. Terms and which submits a Referral to Podium in accordance with these U.S. Terms.
7. "Friend(s) of Podium" means an individual or business (other than a Podium Client or Podium Employee) that meets the eligibility requirements set forth in these U.S. Terms and which submits a Referral to Podium in accordance with these U.S. Terms.
Referral Submission Program Overview
The U.S. Referral Program is offered by Podium and, subject to these U.S. Terms, provides Participants the opportunity to receive certain bonuses (as more fully defined below) (collectively “Bonuses”) as part of their participation in the U.S. Referral Program. These U.S. Terms apply to all Participants, including eligible Client Referrers, Employee Referrers, Friends of Podium, and Referred Clients, so please read carefully to understand your respective rights and obligations. The U.S. Referral Program is available to Participants located in the United States only.
Client Referral & Friends of Podium Referral Bonus. Subject to these U.S. Terms, including any applicable eligibility requirements, Client Referrers may receive a one-time bonus (“Client Referral Bonus”) in the amount set forth in the Bonus Table below (“Bonus Table”) for each Qualified Referral they submit and which becomes a Referred Client. In addition to the other eligibility requirements set forth below, in order to be considered a Qualified Referral, Client Referrers must submit/register each Referral by one of the following methods:
(1) By submitting all necessary Referral information into the Referral landing page ("Referral Portal") provided by Podium; or
(2) By providing the Referral with the Client Referrer's or the Friend of Podium referrer's (as applicable) unique Podium referral link ("Referral Link"), which the Referral must use when purchasing the Podium Subscription.
The Client Referral bonus or Friend of Podium Referral Bonus will be sent to the applicable party only after the Referred Client has been a Podium Client for two (2) months. These limits are set and may be adjusted at Podium's sole discretion.
As a Client Referrer or Friend of Podium, if your combined annual Bonuses total $600.00 USD or more, you must complete and submit a W-9 Tax Form to Podium. Additionally, as a Client Referrer or Friend of Podium, you understand and agree that the relationship between you and Podium that of independent contractors. Nothing in these U.S. Terms will be deemed to create an employment, partnership, joint venture or agency relationship between you and Podium.
Employee Referral Bonus. Subject to these U.S. Terms, including any eligibility requirements, Employee Referrers may receive a one-time bonus ("Employee Referral Bonus") in the amount set forth in the Bonus Table below for each Referred Client they help refer to Podium by either:
(1) Submitting required Referral information, on behalf of a Podium Client, through the Podium Employee Referral landing page ("Employee Landing Page"); or
(2) assisting a Podium Client in generating its custom Referral Link through the Employee Landing Page, which is then used by a Qualified Referral to purchase its Podium Inbox or Bundle Subscription.
The Employee Referrer Bonus payout will be processed by Podium’s internal finance team after the applicable Referred Client has maintained a paid Podium Inbox or Bundle Subscription for at least two (2) months. The Employee Referrer Bonus will be subject to any applicable taxes.
Referred Client Bonus. Following a confirmed purchase of a new Podium Platform/Inbox subscription lasting at least two (2) months, a Referred Client may also be eligible to receive a one-time Referred Client Bonus (“Referred Client Bonus”), as more clearly set forth in the Bonus Table below. This Referred Client Bonus will be sent to the Referred Client business entity by email, using the primary contact listed on the applicable Podium Client account. Each Referred Client is solely responsible for ensuring that the contact information on its account is correct and up to date.
Referral Program Eligibility:
1. To be eligible for participation in the Referral Program, Client Referrers must agree to and comply with the following eligibility criteria. Client Referrer must be:
1. a current Podium Client;
2. current on owed accounts to Podium and must not be in breach of any of Podium's Terms of Service; and
3. located in the U.S.
2. To be eligible for participation in the U.S. Referral Program, Friends of Podium must agree to and comply with the following eligibility criteria. A Friend of Podium must:
1. comply with the U.S. Terms;
2. be located in the U.S.; and
3. not be a Podium Client or Podium Employee
3. To be eligible for participation in the U.S. Referral Program, Employee Referrers must agree to and comply with the following eligibility criteria. Employee Referrer must:
1. be currently employed by Podium;
2. comply with the U.S. Terms; and
3. be located in the U.S.
4. The following are not eligible for the U.S. Referral Program as Participants:
1. Podium Partners, including Reseller, Referral, Developer, Technology, or Managed Service Provider Partners;
2. Owners, operators, decision makers or employees of a business may not refer their own businesses as Referrals.
3. Podium Clients, businesses, or individuals located outside the US.
Qualified Referral Eligibility & Process
Client Referrers and Friends of Podium must (1) register each Referral via the Referral Portal OR (2) utilize a valid custom Referral Link, as provided by Podium, in order for any Referrals submitted to Podium to be considered a Qualified Referral. Each Referral submitted through the Referral Portal must include, at a minimum, the information required in the form, or as otherwise specified by Podium, including but not limited to name and contact details, which must be accurate and completed in full in order for the Referral to be accepted. By submitting a Referral, Client Referrers and Friends of Podium understand and agree that Podium may contact the referred party.
Additionally, to be considered a Qualified Referral for an Employee Referrer, a Referral must (1) be registered by the Employee, on behalf of a Podium Client, via the Employee Landing Page, OR (2) be processed using a valid Podium Client Referral Link, which the Employee Referrer assisted in generating via the Employee Landing Page.
1. Refusal. Podium may decline a Referral submission for any reason, including but not limited to the following:
1.1. Such Referral is
1.1.1. a current Podium Client;
1.1.2. a former Podium Client;
1.1.3. a former or current Partner of Podium;
1.1.4. owned directly or indirectly by the Client Referrer or the Friend of Podium referring that business;
1.1.5. an active Podium sales opportunity (or appointment) with contact in the past 30 days; or
1.2. Such Referral has already been submitted to Podium by a Partner, another referrer, another Podium Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Referral from multiple Podium Clients or Friends of Podium);
1.3. Such Referral does not meet Podium's qualification for its clients for reasons of credit worthiness, type of business, validity of business, or location;
1.4. Such referral is identified as a Podium competitor or Reseller Partner.
Participant's Code of Conduct
Participants must not violate any of these U.S. Terms, or otherwise engage in activity that could be considered harassment toward other users. Participants agree to not use the Program to:
1. Violate the intellectual property rights of Podium or any other third party;
2. Engage in any actions that are designed to disrupt or undermine the U.S. Referral Program;
3. Make attempts to gain unauthorized access to Podium Technology or the U.S. Referral Program for any reason;
4. Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Podium intellectual property or stop the function of the Podium Services;
5. Engage in behavior designed to annoy or harass others;
6. Engage in actions that disparage or malign or call into question Podium's reputation;
7. Refer entities or individuals prohibited by Podium’s Terms of Service or Acceptable Use Policy;
8. Engage in spam or violate the law. You agree that you will at all times remain compliant with all applicable Laws. If you use Podium’s Platform or tools to invite friends, family, or others to become users/clients of Podium, you will do so only in compliance with applicable Laws, these U.S. Terms, and the Podium Terms of Service. In particular, you represent and warrant that you will only send a text or email invitation to individuals who have provided you the necessary consent to receive such texts and or emails.
In particular, the following specific activities are prohibited:
8.1. Mass emailing and messaging people you do not personally know;
8.2. Use of automated systems or bots through any channel to distribute or post your referral code;
8.3. Use of scripts, or similar programmed dialers to send invites or to communicate referral codes; and
8.4. Posting referral codes on event or venue pages without express permission from the event or venue owner.
9. Engage in misrepresentation. You will not attempt to mislead anyone in connection with the Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
9.1. Impersonate any person or entity;
9.2. Create fake accounts, blogs, webpages, profiles, websites, links, or messages;
9.3. Misrepresent your relationship with Podium or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Podium);
9.4. Suggest that an affiliation or partnership exists with a third party where none exists.
9.5. Make misrepresentations with respect to the characteristics or qualification requirements for any Bonus(es). You acknowledge that Podium may change the characteristics or qualification requirements for any Bonus(es) in its discretion, and therefore you shall not represent any fixed characteristics.
Indemnification.
By participating in the U.S. Referral Program, you agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to comply with these U.S. Terms or any applicable laws, rules, and regulations during your participation in the U.S. Referral Program, (b) any violation or claimed violation of a third party’s rights resulting from your participation in the U.S. Referral Program; or (c) any negligence or willful misconduct arising out of your participation in the U.S. Referral Program.
Bonus Table
Bonus Type Bonus Amount Bonus Timing Bonus Limits
Client Referral Bonus e-Gift Card in the amount of $500.00 USD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. NA
Friend Referral Bonus e-Gift Card in the amount of $500.00 USD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services Subscription. NA
Employee Referral Bonus $500.00 USD per Referred Client Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. NA
Referred Client Bonus e-Gift Card in the amount of $500.00 USD per Referred Client Bonus will be provided to Podium Client business after the Referred Client has completed the first two (2) months of its qualifying paid Podium Services Limited to one (1) bonus per Referred Client.
Podium Referral Program Terms (AUS)
These Podium Australia Referral Program Terms (these “AUS Terms”) govern your participation in the Podium Australia Referral Program, as more fully described below (the “AUS Referral Program”). By submitting a Referral or otherwise participating in the AUS Referral Program, you agree to these AUS Terms, which are an agreement between you and Podium Corporation, Inc., a Delaware corporation (“Podium“) and which are incorporated by this reference into the Podium Terms of Service. Podium reserves the right to amend the AUS Terms and modify (including terminating) the AUS Referral Program from time to time at its discretion. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service and any other terms and conditions referenced therein. You will not have the authority, expressed or implied, to make any commitment or incur any obligation(s) on behalf of Podium other than those expressly set forth in these AUS Terms.
Definitions
1. "Podium Client" means any business with a current paid Podium Inbox or Bundle Subscription.
2. "Referral" means a business entity referred to Podium by a Friend of Podium or Client Referrer directly (or through the assistance of an Employee Referrer) as a prospective Podium Client in accordance with the processes set forth in these AUS Terms.
3. "Participant" means any Client Referrer, Employee Referrer, or Friend of Podium that participates in the AUS Referral Program.
4. "Qualified Referral" means a Referral that meets the eligibility requirements set forth in these AUS Terms and is accepted by Podium through the Referral Portal or which uses a valid referral code to purchase a Podium Inbox or Bundle Subscription. A "Qualified Referral" may not be an individual person.
5. "Referred Client" means a Qualified Referral that purchases a paid Podium Inbox or Bundle Subscription (as more fully described at https://www.podium.com/pricing/) and maintains that subscription for at least two (2) months.
6. "Client Referrer" means a Podium Client (including its Authorized Users) that meets the eligibility requirements set forth in these AUS Terms and which submits a Referral to Podium in accordance with these AUS Terms.
7. "Friend(s) of Podium" means an individual or business (other than a Podium Client or Podium Employee) that meets the eligibility requirements set forth in these Terms and which submits a Referral to Podium in accordance with these Terms.
Referral Submission Program Overview
The AUS Referral Program is offered by Podium and, subject to these AUS Terms, provides Participants the opportunity to receive certain bonuses (as more fully defined below) (collectively “Bonuses”) as part of their participation in the AUS Referral Program. These AUS Terms apply to all Participants, including eligible Client Referrers, Employee Referrers, and Friends of Podium, so please read carefully to understand your respective rights and obligations. The AUS Referral Program is available to Participants located in Australia only.
Client Referral & Friends of Podium Referral Bonus. Subject to these AUS Terms, including any applicable eligibility requirements, Client Referrers may receive a one-time bonus (“Client Referral Bonus”) in the amount set forth in the Bonus Table below (“Bonus Table”) for each Qualified Referral they submit and which becomes a Referred Client. In addition to the other eligibility requirements set forth below, in order to be considered a Qualified Referral, Client Referrers must submit/register each Referral by one of the following methods:
(1) By submitting all necessary Referral information into the Referral landing page ("Referral Portal") provided by Podium; or
(2) By providing the Referral with the Client Referrer's or the Friend of Podium referrer's unique Podium referral link ("Referral Link"), which the Referral must use when purchasing the Podium Subscription.
The Client Referral bonus or Friend of Podium Referral Bonus will be sent to the applicable party only after the Referred Client has been a Podium Client for two (2) months.
As a Client Referrer or Friend of Podium, you understand that you will be responsible for any taxes that become applicable due to your participation in the AUS Referral Program. Additionally, as a Client Referrer or Friend of Podium, you understand and agree that the relationship between you and Podium that of independent contractors. Nothing in these AUS Terms will be deemed to create an employment, partnership, joint venture or agency relationship between you and Podium.
Employee Referral Bonus. Subject to these AUS Terms, including any eligibility requirements, Employee Referrers may receive a one-time bonus ("Employee Referral Bonus") in the amount set forth in the Bonus Table below for each Referred Client they help refer to Podium by either:
(1) Submitting required Referral information, on behalf of a Podium Client, through the Podium Employee Referral landing page ("Employee Landing Page"); or
(2) assisting a Podium Client in generating its custom Referral Link through the Employee Landing Page, which is then used by a Qualified Referral to purchase its Podium Inbox or Bundle Subscription.
The Employee Referrer Bonus payout will be processed by Podium’s internal finance team after the applicable Referred Client has maintained a paid Podium Inbox or Bundle Subscription for at least two (2) months. The Employee Referrer Bonus will be subject to any appliable taxes.
Referral Program Eligibility
1. To be eligible for participation in the AUS Referral Program, Client Referrers must agree to and comply with the following eligibility criteria. Client Referrer must be:
1. a current Podium Client;
2. current on owed accounts to Podium and must not be in breach of any of Podium's Terms of Service; and
3. located in Australia.
2. To be eligible for participation in the AUS Referral Program, Friends of Podium must agree to and comply with the following eligibility criteria. A Friend of Podium must:
1. comply with the AUS Terms;
2. be located in Australia; and
3. not be a Podium Client or Podium Employee.
3. To be eligible for participation in the AUS Referral Program, Employee Referrers must agree to and comply with the following eligibility criteria. Employee Referrer must:
1. be currently employed by Podium
2. comply with the AUS Terms; and
3. be located in Australia.
4. The following are not eligible for the AUS Referral Program as Participants:
1. Podium Partners, including Reseller, Referral, Developer, Technology, or Managed Service Provider Partners;
2. Owners, operators, decision makers or employees of a business may not refer their own businesses as Referrals.
3. Podium Clients, businesses, or individuals located outside of Australia.
Qualified Referral Eligibility & Process
Client Referrers and Friends of Podium must (1) register each Referral via the Referral Portal OR (2) utilize a valid custom Referral Link, as provided by Podium, in order for any Referrals submitted to Podium to be considered a Qualified Referral. Each Referral submitted through the Referral Portal must include, at a minimum, the information required in the form, or as otherwise specified by Podium, including but not limited to name and contact details, which must be accurate and completed in full in order for the Referral to be accepted. By submitting a Referral, Client Referrers and Friends of Podium understand and agree that Podium may contact the referred party.
Additionally, to be considered a Qualified Referral for an Employee Referrer, a Referral must (1) be registered by the Employee, on behalf of a Podium Client, via the Employee Landing Page, OR (2) be processed using a valid Podium Client Referral Link, which the Employee Referrer assisted in generating via the Employee Landing Page.
1. Refusal. Podium may decline a Referral submission for any reason, including but not limited to the following:
1.1. Such Referral is
1.1.1. a current Podium Client;
1.1.2. a former Podium Client;
1.1.3. a former or current Partner of Podium;
1.1.4. owned directly or indirectly by the Client Referrer or Friend of Podium referring that business;
1.1.5. an active Podium sales opportunity with contact in the past 30 days; or
1.2. Such Referral has already been submitted to Podium by a Partner, another referrer, another Podium Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Referral from multiple Podium Clients or Friends of Podium);
1.3. Such Referral does not meet Podium's qualification for its clients for reasons of credit worthiness, type of business, validity, of business, or location;
1.4. Such Referral is identified as a Podium competitor or Reseller Partner.
Participant's Code of Conduct
Participants must not violate any of these Terms, or otherwise engage in activity that could be considered harassment toward other users. Participants agree to not use the Program to:
1. Violate the intellectual property rights of Podium or any other third party;
2. Engage in any actions that are designed to disrupt or undermine the AUS Referral Program.
3. Make attempts to gain unauthorized access to Podium Technology or the AUS Referral Program for any reason;
4. Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Podium intellectual property or stop the function of the Podium Services;
5. Engage in behavior designed to annoy or harass others;
6. Engage in actions that disparage or malign or call into question Podium’s reputation;
7. Refer entities or individuals prohibited by Podium’s Terms of Service or Acceptable Use Policy
8. Engage in spam or violate the law. You agree that you will at all times remain compliant with all applicable Laws. If you use Podium’s Platform or tools to invite friends, family, or others to become users/clients of Podium, you will do so only in compliance with applicable Laws, these Terms, and the Podium Terms of Service. In particular, you represent and warrant that you will only send a text or email invitation to individuals who have provided you the necessary consent to receive such texts and or emails.
In particular, the following specific activities are prohibited:
8.1. Mass emailing and messaging people you do not personally know;
8.2. Use of automated systems or bots through any channel to distribute or post your referral code;
8.3. Use of scripts, or similar programmed dialers to send invites or to communicate referral codes; and
8.4. Posting referral codes on event or venue pages without express permission from the event or venue owner
9. Engage in misrepresentation. You will not attempt to mislead anyone in connection with the AUS Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
9.1. Impersonate any person or entity;
9.2. Create fake accounts, blogs, webpages, profiles, websites, links, or messages;
9.3. Misrepresent your relationship with Podium or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Podium);
9.4. Suggest that an affiliation or partnership exists with a third party where none exists.
9.5. Make misrepresentations with respect to the characteristics or qualification requirements for any Bonus(s). You acknowledge that Podium may change the characteristics or qualification requirements for any Bonus(es) in its discretion, and therefore you shall not represent any fixed characteristics.
Indemnification
By participating in the AUS Referral Program, you agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to comply with these Terms or any applicable laws, rules, and regulations during your participation in the AUS Referral Program, (b) any violation or claimed violation of a third party’s rights resulting from your participation in the AUS Referral Program; or (c) any negligence or willful misconduct arising out of your participation in the AUS Referral Program.
Bonus Table
Bonus Type Bonus Amount Bonus Timing Bonus Limits
Client Referral Bonus e-Gift Card in the amount of $500.00 AUD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription NA
Friend Referral Bonus e-Gift Card in the amount of $500.00 AUD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription NA
Employee Referral Bonus $500.00 AUD per Referred Client Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription NA
Podium Referral Program Terms (Canada)
These Podium Canada Referral Program Terms (these “ CAN Terms”) govern your participation in the Podium CAN Referral Program, as more fully described below (the “CAN Referral Program”). By submitting a Referral or otherwise participating in the CAN Referral Program, you agree to these Terms, which are an agreement between you and Podium Corporation, Inc., a Delaware corporation (“Podium“) and which are incorporated by this reference into the Podium Terms of Service. Podium reserves the right to amend the CAN Terms and modify (including terminating) the CAN Referral Program from time to time at its discretion. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service and any other terms and conditions referenced therein.
You will not have the authority, expressed or implied, to make any commitment or incur any obligation(s) on behalf of Podium other than those expressly set forth in these CAN Terms.
Definitions
"Podium Client" means any business with a current paid Podium Inbox or Bundle Subscription.
"Referral" means a business entity referred to Podium by a Friend of Podium or Client Referrer directly (or through the assistance of an Employee Referrer) as a prospective Podium Client in accordance with the processes set forth in these CAN Terms.
"Participant" means any Client Referrer, Employee Referrer, Friend of Podium, or Referred Client that participates in the CAN Referral Program.
"Qualified Referral" means a Referral that meets the eligibility requirements set forth in these CAN Terms and is accepted by Podium through the Referral Portal or which uses a valid referral code to purchase a Podium Inbox or Bundle Subscription. A "Qualified Referral" may not be an individual person.
"Referred Client" means a Qualified Referral that purchases a paid Podium Inbox or Bundle Subscription (as more fully described at https://www.podium.com/pricing/) and maintains that subscription for at least two (2) months.
"Client Referrer” means a Podium Client (including its Authorized Users) that meets the eligibility requirements set forth in these CAN Terms and which submits a Referral to Podium in accordance with these CAN Terms.
"Friend(s) of Podium" means an individual or business (other than a Podium Client or Podium Employee) that meets the eligibility requirements set forth in these CAN Terms and which submits a Referral to Podium in accordance with these CAN Terms.
Referral Submission Program Overview
The CAN Referral Program is offered by Podium and, subject to these CAN Terms, provides Participants the opportunity to receive certain bonuses (as more fully defined below) (collectively “Bonuses”) as part of their participation in the CAN Referral Program. These
CAN Terms apply to all Participants, including eligible Client Referrers, Employee Referrers, Friends of Podium, and Referred Clients, so please read carefully to understand your respective rights and obligations. The CAN Referral Program is available to Participants located in the Canada only.
Client Referral & Friends of Podium Referral Bonus. Subject to these CAN Terms, including any applicable eligibility requirements, Client Referrers may receive a one-time bonus (“Client Referral Bonus”) in the amount set forth in the Bonus Table below (“Bonus Table”) for each Qualified Referral they submit and which becomes a Referred Client. In addition to the other eligibility requirements set forth below, in order to be considered a Qualified Referral, Client Referrers must submit/register each Referral by one of the following methods:
1. By submitting all necessary Referral information into the Referral landing page ("Referral Portal") provided by Podium; or
2. By providing the Referral with the Client Referrer's or the Friend of Podium referrer's (as applicable) unique Podium referral link ("Referral Link"), which the Referral must use when purchasing the Podium Subscription.
The Client Referral bonus or Friend of Podium Referral Bonus will be sent to the applicable party only after the Referred Client has been a Podium Client for two (2) months. These limits are set and may be adjusted at Podium's sole discretion.
As a Client Referrer or Friend of Podium, if your combined annual Bonuses total $600.00 CAD or more, you must complete and submit a W-9 Tax Form to Podium. Additionally, as a Client Referrer or Friend of Podium, you understand and agree that the relationship between you and Podium that of independent contractors. Nothing in these CAN Terms will be deemed to create an employment, partnership, joint venture or agency relationship between you and Podium.
Employee Referral Bonus. Subject to these CAN Terms, including any eligibility requirements, Employee Referrers may receive a one-time bonus ("Employee Referral Bonus") in the amount set forth in the Bonus Table below for each Referred Client they help refer to Podium by either:
Submitting required Referral information, on behalf of a Podium Client, through the Podium Employee Referral landing page ("Employee Landing Page"); or
assisting a Podium Client in generating its custom Referral Link through the Employee Landing Page, which is then used by a Qualified Referral to purchase its Podium Inbox or Bundle Subscription.
The Employee Referrer Bonus payout will be processed by Podium’s internal finance team after the applicable Referred Client has maintained a paid Podium Inbox or Bundle Subscription for at least two (2) months. The Employee Referrer Bonus will be subject to any applicable taxes.
Referred Client Bonus. Following a confirmed purchase of a new Podium Platform/Inbox subscription lasting at least two (2) months, a Referred Client may also be eligible to receive a one-time Referred Client Bonus (“Referred Client Bonus”), as more clearly set forth in the Bonus Table below. This Referred Client Bonus will be sent to the Referred Client business entity by email, using the primary contact listed on the applicable Podium Client account. Each Referred Client is solely responsible for ensuring that the contact information on its account is correct and up to date.
Referral Program Eligibility:
1. To be eligible for participation in the Referral Program, Client Referrers must agree to and comply with the following eligibility criteria. Client Referrer must be:
a current Podium Client;
current on owed accounts to Podium and must not be in breach of any of Podium's Terms of Service; and
located in Canada.
2. To be eligible for participation in the CAN Referral Program, Friends of Podium must agree to and comply with the following eligibility criteria. A Friend of Podium must:
1. comply with the CAN Terms;
2. be located in Canada; and
3. not be a Podium Client or Podium Employee
3. To be eligible for participation in the CAN Referral Program, Employee Referrers must agree to and comply with the following eligibility criteria. Employee Referrer must:
1. be currently employed by Podium;
2. comply with the CAN Terms; and
3. be located in the CAN.
4. The following are not eligible for the CAN Referral Program as Participants:
Podium Partners, including Reseller, Referral, Developer, Technology, or Managed Service Provider Partners;
Owners, operators, decision makers or employees of a business may not refer their own businesses as Referrals.
Podium Clients, businesses, or individuals located outside the US.
Qualified Referral Eligibility & Process
Client Referrers and Friends of Podium must (1) register each Referral via the Referral Portal OR (2) utilize a valid custom Referral Link, as provided by Podium, in order for any Referrals submitted to Podium to be considered a Qualified Referral. Each Referral submitted through the Referral Portal must include, at a minimum, the information required in the form, or as otherwise specified by Podium, including but not limited to name and contact details, which must be accurate and completed in full in order for the Referral to be accepted. By submitting a Referral, Client Referrers and Friends of Podium understand and agree that Podium may contact the referred party.
Additionally, to be considered a Qualified Referral for an Employee Referrer, a Referral must (1) be registered by the Employee, on behalf of a Podium Client, via the Employee Landing Page, OR (2) be processed using a valid Podium Client Referral Link, which the Employee Referrer assisted in generating via the Employee Landing Page.
1. Refusal. Podium may decline a Referral submission for any reason, including but not limited to the following:
1.1. Such Referral is
1.1.1. a current Podium Client;
1.1.2. a former Podium Client;
1.1.3. a former or current Partner of Podium;
1.1.4. owned directly or indirectly by the Client Referrer or the Friend of Podium referring that business;
1.1.5. an active Podium sales opportunity (or appointment) with contact in the past 30 days; or
1.2. Such Referral has already been submitted to Podium by a Partner, another referrer, another Podium Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Referral from multiple Podium Clients or Friends of Podium);
1.3. Such Referral does not meet Podium's qualification for its clients for reasons of credit worthiness, type of business, validity of business, or location;
1.4 Such referral is identified as a Podium competitor or Reseller Partner.
Participant's Code of Conduct
Participants must not violate any of these CAN Terms, or otherwise engage in activity that could be considered harassment toward other users. Participants agree to not use the Program to:
Violate the intellectual property rights of Podium or any other third party;
Engage in any actions that are designed to disrupt or undermine the CAN Referral Program;
Make attempts to gain unauthorized access to Podium Technology or the CAN Referral Program for any reason;
Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Podium intellectual property or stop the function of the Podium Services;
Engage in behavior designed to annoy or harass others;
Engage in actions that disparage or malign or call into question Podium's reputation;
Refer entities or individuals prohibited by Podium’s Terms of Service or Acceptable Use Policy;
Engage in spam or violate the law. You agree that you will at all times remain compliant with all applicable Laws. If you use Podium’s Platform or tools to invite friends, family, or others to become users/clients of Podium, you will do so only in compliance with applicable Laws, these CAN Terms, and the Podium Terms of Service. In particular, you represent and warrant that you will only send a text or email invitation to individuals who have provided you the necessary consent to receive such texts and or emails. In particular, the following specific activities are prohibited:
Mass emailing and messaging people you do not personally know;
Use of automated systems or bots through any channel to distribute or post your referral code;
Use of scripts, or similar programmed dialers to send invites or to communicate referral codes; and
Posting referral codes on event or venue pages without express permission from the event or venue owner.
Engage in misrepresentation. You will not attempt to mislead anyone in connection with the Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
Impersonate any person or entity;
Create fake accounts, blogs, webpages, profiles, websites, links, or messages;
Misrepresent your relationship with Podium or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Podium);
Suggest that an affiliation or partnership exists with a third party where none exists.
Make misrepresentations with respect to the characteristics or qualification requirements for any Bonus(es). You acknowledge that Podium may change the characteristics or qualification requirements for any Bonus(es) in its discretion, and therefore you shall not represent any fixed characteristics.
Indemnification.
By participating in the CAN Referral Program, you agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to comply with these CAN Terms or any applicable laws, rules, and regulations during your participation in the CAN Referral Program, (b) any violation or claimed violation of a third party’s rights resulting from your participation in the CAN Referral Program; or (c) any negligence or willful misconduct arising out of your participation in the CAN Referral Program.
Bonus Table
Bonus Type
Bonus Amount
Bonus Timing
Bonus Limits
Client Referral Bonus
e-Gift Card in the amount of
$500.00 CAD per Referred Client
$500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription.
NA
Friend Referral Bonus
e-Gift Card in the amount of
$500.00 CAD per Referred Client
$500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services Subscription.
NA
Employee Referral Bonus
$500.00 CAD per Referred Client
Bonus will be provided after the applicable Referred Client has completed the first two
(2) months of its qualifying paid Podium Services subscription.
NA
Referred Client Bonus
e-Gift Card in the amount of
$500.00 CAD per Referred Client
Bonus will be provided to Podium Client business after the Referred Client has completed the first two (2) months of its qualifying paid Podium Services
Limited to one (1) bonus per Referred Client.
Effective September 15th 2025 to November 17th 2025
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Table of Contents
Podium Referral Program Terms (U.S.)
These Podium U.S. Referral Program Terms (these “ U.S. Terms”) govern your participation in the Podium U.S. Referral Program, as more fully described below (the “U.S. Referral Program”). By submitting a Referral or otherwise participating in the U.S. Referral Program, you agree to these Terms, which are an agreement between you and Podium Corporation, Inc., a Delaware corporation (“Podium“) and which are incorporated by this reference into the Podium Terms of Service. Podium reserves the right to amend the U.S. Terms and modify (including terminating) the U.S. Referral Program from time to time at its discretion. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service and any other terms and conditions referenced therein.
You will not have the authority, expressed or implied, to make any commitment or incur any obligation(s) on behalf of Podium other than those expressly set forth in these U.S. Terms.
Definitions
1. "Podium Client" means any business with a current paid Podium Inbox or Bundle Subscription.
2. "Referral" means a business entity referred to Podium by a Friend of Podium or Client Referrer directly (or through the assistance of an Employee Referrer) as a prospective Podium Client in accordance with the processes set forth in these U.S. Terms.
3. "Participant" means any Client Referrer, Employee Referrer, Friend of Podium, or Referred Client that participates in the U.S. Referral Program.
4. "Qualified Referral" means a Referral that meets the eligibility requirements set forth in these U.S. Terms and is accepted by Podium through the Referral Portal or which uses a valid referral code to purchase a Podium Inbox or Bundle Subscription. A "Qualified Referral" may not be an individual person.
5. "Referred Client" means a Qualified Referral that purchases a paid Podium Inbox or Bundle Subscription (as more fully described at https://www.podium.com/pricing/) and maintains that subscription for at least two (2) months.
6. "Client Referrer” means a Podium Client (including its Authorized Users) that meets the eligibility requirements set forth in these U.S. Terms and which submits a Referral to Podium in accordance with these U.S. Terms.
7. "Friend(s) of Podium" means an individual or business (other than a Podium Client or Podium Employee) that meets the eligibility requirements set forth in these U.S. Terms and which submits a Referral to Podium in accordance with these U.S. Terms.
Referral Submission Program Overview
The U.S. Referral Program is offered by Podium and, subject to these U.S. Terms, provides Participants the opportunity to receive certain bonuses (as more fully defined below) (collectively “Bonuses”) as part of their participation in the U.S. Referral Program. These U.S. Terms apply to all Participants, including eligible Client Referrers, Employee Referrers, Friends of Podium, and Referred Clients, so please read carefully to understand your respective rights and obligations. The U.S. Referral Program is available to Participants located in the United States only.
Client Referral & Friends of Podium Referral Bonus. Subject to these U.S. Terms, including any applicable eligibility requirements, Client Referrers may receive a one-time bonus (“Client Referral Bonus”) in the amount set forth in the Bonus Table below (“Bonus Table”) for each Qualified Referral they submit and which becomes a Referred Client. In addition to the other eligibility requirements set forth below, in order to be considered a Qualified Referral, Client Referrers must submit/register each Referral by one of the following methods:
(1) By submitting all necessary Referral information into the Referral landing page ("Referral Portal") provided by Podium; or
(2) By providing the Referral with the Client Referrer's or the Friend of Podium referrer's (as applicable) unique Podium referral link ("Referral Link"), which the Referral must use when purchasing the Podium Subscription.
The Client Referral bonus or Friend of Podium Referral Bonus will be sent to the applicable party only after the Referred Client has been a Podium Client for two (2) months. These limits are set and may be adjusted at Podium's sole discretion.
As a Client Referrer or Friend of Podium, if your combined annual Bonuses total $600.00 USD or more, you must complete and submit a W-9 Tax Form to Podium. Additionally, as a Client Referrer or Friend of Podium, you understand and agree that the relationship between you and Podium that of independent contractors. Nothing in these U.S. Terms will be deemed to create an employment, partnership, joint venture or agency relationship between you and Podium.
Employee Referral Bonus. Subject to these U.S. Terms, including any eligibility requirements, Employee Referrers may receive a one-time bonus ("Employee Referral Bonus") in the amount set forth in the Bonus Table below for each Referred Client they help refer to Podium by either:
(1) Submitting required Referral information, on behalf of a Podium Client, through the Podium Employee Referral landing page ("Employee Landing Page"); or
(2) assisting a Podium Client in generating its custom Referral Link through the Employee Landing Page, which is then used by a Qualified Referral to purchase its Podium Inbox or Bundle Subscription.
The Employee Referrer Bonus payout will be processed by Podium’s internal finance team after the applicable Referred Client has maintained a paid Podium Inbox or Bundle Subscription for at least two (2) months. The Employee Referrer Bonus will be subject to any applicable taxes.
Referred Client Bonus. Following a confirmed purchase of a new Podium Platform/Inbox subscription lasting at least two (2) months, a Referred Client may also be eligible to receive a one-time Referred Client Bonus (“Referred Client Bonus”), as more clearly set forth in the Bonus Table below. This Referred Client Bonus will be sent to the Referred Client business entity by email, using the primary contact listed on the applicable Podium Client account. Each Referred Client is solely responsible for ensuring that the contact information on its account is correct and up to date.
Referral Program Eligibility:
1. To be eligible for participation in the Referral Program, Client Referrers must agree to and comply with the following eligibility criteria. Client Referrer must be:
1. a current Podium Client;
2. current on owed accounts to Podium and must not be in breach of any of Podium's Terms of Service; and
3. located in the U.S.
2. To be eligible for participation in the U.S. Referral Program, Friends of Podium must agree to and comply with the following eligibility criteria. A Friend of Podium must:
1. comply with the U.S. Terms;
2. be located in the U.S.; and
3. not be a Podium Client or Podium Employee
3. To be eligible for participation in the U.S. Referral Program, Employee Referrers must agree to and comply with the following eligibility criteria. Employee Referrer must:
1. be currently employed by Podium;
2. comply with the U.S. Terms; and
3. be located in the U.S.
4. The following are not eligible for the U.S. Referral Program as Participants:
1. Podium Partners, including Reseller, Referral, Developer, Technology, or Managed Service Provider Partners;
2. Owners, operators, decision makers or employees of a business may not refer their own businesses as Referrals.
3. Podium Clients, businesses, or individuals located outside the US.
Qualified Referral Eligibility & Process
Client Referrers and Friends of Podium must (1) register each Referral via the Referral Portal OR (2) utilize a valid custom Referral Link, as provided by Podium, in order for any Referrals submitted to Podium to be considered a Qualified Referral. Each Referral submitted through the Referral Portal must include, at a minimum, the information required in the form, or as otherwise specified by Podium, including but not limited to name and contact details, which must be accurate and completed in full in order for the Referral to be accepted. By submitting a Referral, Client Referrers and Friends of Podium understand and agree that Podium may contact the referred party.
Additionally, to be considered a Qualified Referral for an Employee Referrer, a Referral must (1) be registered by the Employee, on behalf of a Podium Client, via the Employee Landing Page, OR (2) be processed using a valid Podium Client Referral Link, which the Employee Referrer assisted in generating via the Employee Landing Page.
1. Refusal. Podium may decline a Referral submission for any reason, including but not limited to the following:
1.1. Such Referral is
1.1.1. a current Podium Client;
1.1.2. a former Podium Client;
1.1.3. a former or current Partner of Podium;
1.1.4. owned directly or indirectly by the Client Referrer or the Friend of Podium referring that business;
1.1.5. an active Podium sales opportunity (or appointment) with contact in the past 30 days; or
1.2. Such Referral has already been submitted to Podium by a Partner, another referrer, another Podium Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Referral from multiple Podium Clients or Friends of Podium);
1.3. Such Referral does not meet Podium's qualification for its clients for reasons of credit worthiness, type of business, validity of business, or location;
1.4. Such referral is identified as a Podium competitor or Reseller Partner.
Participant's Code of Conduct
Participants must not violate any of these U.S. Terms, or otherwise engage in activity that could be considered harassment toward other users. Participants agree to not use the Program to:
1. Violate the intellectual property rights of Podium or any other third party;
2. Engage in any actions that are designed to disrupt or undermine the U.S. Referral Program;
3. Make attempts to gain unauthorized access to Podium Technology or the U.S. Referral Program for any reason;
4. Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Podium intellectual property or stop the function of the Podium Services;
5. Engage in behavior designed to annoy or harass others;
6. Engage in actions that disparage or malign or call into question Podium's reputation;
7. Refer entities or individuals prohibited by Podium’s Terms of Service or Acceptable Use Policy;
8. Engage in spam or violate the law. You agree that you will at all times remain compliant with all applicable Laws. If you use Podium’s Platform or tools to invite friends, family, or others to become users/clients of Podium, you will do so only in compliance with applicable Laws, these U.S. Terms, and the Podium Terms of Service. In particular, you represent and warrant that you will only send a text or email invitation to individuals who have provided you the necessary consent to receive such texts and or emails.
In particular, the following specific activities are prohibited:
8.1. Mass emailing and messaging people you do not personally know;
8.2. Use of automated systems or bots through any channel to distribute or post your referral code;
8.3. Use of scripts, or similar programmed dialers to send invites or to communicate referral codes; and
8.4. Posting referral codes on event or venue pages without express permission from the event or venue owner.
9. Engage in misrepresentation. You will not attempt to mislead anyone in connection with the Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
9.1. Impersonate any person or entity;
9.2. Create fake accounts, blogs, webpages, profiles, websites, links, or messages;
9.3. Misrepresent your relationship with Podium or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Podium);
9.4. Suggest that an affiliation or partnership exists with a third party where none exists.
9.5. Make misrepresentations with respect to the characteristics or qualification requirements for any Bonus(es). You acknowledge that Podium may change the characteristics or qualification requirements for any Bonus(es) in its discretion, and therefore you shall not represent any fixed characteristics.
Indemnification.
By participating in the U.S. Referral Program, you agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to comply with these U.S. Terms or any applicable laws, rules, and regulations during your participation in the U.S. Referral Program, (b) any violation or claimed violation of a third party’s rights resulting from your participation in the U.S. Referral Program; or (c) any negligence or willful misconduct arising out of your participation in the U.S. Referral Program.
Bonus Table
Bonus Type Bonus Amount Bonus Timing Bonus Limits
Client Referral Bonus e-Gift Card in the amount of $500.00 USD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. NA
Friend Referral Bonus e-Gift Card in the amount of $500.00 USD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services Subscription. NA
Employee Referral Bonus $500.00 USD per Referred Client Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. NA
Referred Client Bonus e-Gift Card in the amount of $500.00 USD per Referred Client Bonus will be provided to Podium Client business after the Referred Client has completed the first two (2) months of its qualifying paid Podium Services Limited to one (1) bonus per Referred Client.
Podium Referral Program Terms (AUS)
These Podium Australia Referral Program Terms (these “AUS Terms”) govern your participation in the Podium Australia Referral Program, as more fully described below (the “AUS Referral Program”). By submitting a Referral or otherwise participating in the AUS Referral Program, you agree to these AUS Terms, which are an agreement between you and Podium Corporation, Inc., a Delaware corporation (“Podium“) and which are incorporated by this reference into the Podium Terms of Service. Podium reserves the right to amend the AUS Terms and modify (including terminating) the AUS Referral Program from time to time at its discretion. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service and any other terms and conditions referenced therein. You will not have the authority, expressed or implied, to make any commitment or incur any obligation(s) on behalf of Podium other than those expressly set forth in these AUS Terms.
Definitions
1. "Podium Client" means any business with a current paid Podium Inbox or Bundle Subscription.
2. "Referral" means a business entity referred to Podium by a Friend of Podium or Client Referrer directly (or through the assistance of an Employee Referrer) as a prospective Podium Client in accordance with the processes set forth in these AUS Terms.
3. "Participant" means any Client Referrer, Employee Referrer, Friend of Podium, or Referred Client that participates in the AUS Referral Program.
4. "Qualified Referral" means a Referral that meets the eligibility requirements set forth in these AUS Terms and is accepted by Podium through the Referral Portal or which uses a valid referral code to purchase a Podium Inbox or Bundle Subscription. A "Qualified Referral" may not be an individual person.
5. "Referred Client" means a Qualified Referral that purchases a paid Podium Inbox or Bundle Subscription (as more fully described at https://www.podium.com/pricing/) and maintains that subscription for at least two (2) months.
6. "Client Referrer" means a Podium Client (including its Authorized Users) that meets the eligibility requirements set forth in these AUS Terms and which submits a Referral to Podium in accordance with these AUS Terms.
7. "Friend(s) of Podium" means an individual or business (other than a Podium Client or Podium Employee) that meets the eligibility requirements set forth in these Terms and which submits a Referral to Podium in accordance with these Terms.
Referral Submission Program Overview
The AUS Referral Program is offered by Podium and, subject to these AUS Terms, provides Participants the opportunity to receive certain bonuses (as more fully defined below) (collectively “Bonuses”) as part of their participation in the AUS Referral Program. These AUS Terms apply to all Participants, including eligible Client Referrers, Employee Referrers, Friends of Podium, and Referred Clients, so please read carefully to understand your respective rights and obligations. The AUS Referral Program is available to Participants located in Australia only.
Client Referral & Friends of Podium Referral Bonus. Subject to these AUS Terms, including any applicable eligibility requirements, Client Referrers may receive a one-time bonus (“Client Referral Bonus”) in the amount set forth in the Bonus Table below (“Bonus Table”) for each Qualified Referral they submit and which becomes a Referred Client. In addition to the other eligibility requirements set forth below, in order to be considered a Qualified Referral, Client Referrers must submit/register each Referral by one of the following methods:
(1) By submitting all necessary Referral information into the Referral landing page ("Referral Portal") provided by Podium; or
(2) By providing the Referral with the Client Referrer's or the Friend of Podium referrer's unique Podium referral link ("Referral Link"), which the Referral must use when purchasing the Podium Subscription.
The Client Referral bonus or Friend of Podium Referral Bonus will be sent to the applicable party only after the Referred Client has been a Podium Client for two (2) months.
As a Client Referrer or Friend of Podium, you understand that you will be responsible for any taxes that become applicable due to your participation in the AUS Referral Program. Additionally, as a Client Referrer or Friend of Podium, you understand and agree that the relationship between you and Podium that of independent contractors. Nothing in these AUS Terms will be deemed to create an employment, partnership, joint venture or agency relationship between you and Podium.
Employee Referral Bonus. Subject to these AUS Terms, including any eligibility requirements, Employee Referrers may receive a one-time bonus ("Employee Referral Bonus") in the amount set forth in the Bonus Table below for each Referred Client they help refer to Podium by either:
(1) Submitting required Referral information, on behalf of a Podium Client, through the Podium Employee Referral landing page ("Employee Landing Page"); or
(2) assisting a Podium Client in generating its custom Referral Link through the Employee Landing Page, which is then used by a Qualified Referral to purchase its Podium Inbox or Bundle Subscription.
The Employee Referrer Bonus payout will be processed by Podium’s internal finance team after the applicable Referred Client has maintained a paid Podium Inbox or Bundle Subscription for at least two (2) months. The Employee Referrer Bonus will be subject to any appliable taxes.
Referred Client Bonus. Following a confirmed purchase of a new Podium Platform/Inbox subscription lasting at least two (2) months, a Referred Client may also be eligible to receive a one-time Referred Client Bonus (“Referred Client Bonus”), as more clearly set forth in the Bonus Table below. This Referred Client Bonus will be sent to the Referred Client business entity by email, using the primary contact listed on the applicable Podium Client account. Each Referred Client is solely response for ensuring that the contact information on its account is correct and up to date.
Referral Program Eligibility
1. To be eligible for participation in the AUS Referral Program, Client Referrers must agree to and comply with the following eligibility criteria. Client Referrer must be:
1. a current Podium Client;
2. current on owed accounts to Podium and must not be in breach of any of Podium's Terms of Service; and
3. located in Australia.
2. To be eligible for participation in the AUS Referral Program, Friends of Podium must agree to and comply with the following eligibility criteria. A Friend of Podium must:
1. comply with the AUS Terms;
2. be located in Australia; and
3. not be a Podium Client or Podium Employee.
3. To be eligible for participation in the AUS Referral Program, Employee Referrers must agree to and comply with the following eligibility criteria. Employee Referrer must:
1. be currently employed by Podium
2. comply with the AUS Terms; and
3. be located in Australia.
4. The following are not eligible for the AUS Referral Program as Participants:
1. Podium Partners, including Reseller, Referral, Developer, Technology, or Managed Service Provider Partners;
2. Owners, operators, decision makers or employees of a business may not refer their own businesses as Referrals.
3. Podium Clients, businesses, or individuals located outside of Australia.
Qualified Referral Eligibility & Process
Client Referrers and Friends of Podium must (1) register each Referral via the Referral Portal OR (2) utilize a valid custom Referral Link, as provided by Podium, in order for any Referrals submitted to Podium to be considered a Qualified Referral. Each Referral submitted through the Referral Portal must include, at a minimum, the information required in the form, or as otherwise specified by Podium, including but not limited to name and contact details, which must be accurate and completed in full in order for the Referral to be accepted. By submitting a Referral, Client Referrers and Friends of Podium understand and agree that Podium may contact the referred party.
Additionally, to be considered a Qualified Referral for an Employee Referrer, a Referral must (1) be registered by the Employee, on behalf of a Podium Client, via the Employee Landing Page, OR (2) be processed using a valid Podium Client Referral Link, which the Employee Referrer assisted in generating via the Employee Landing Page.
1. Refusal. Podium may decline a Referral submission for any reason, including but not limited to the following:
1.1. Such Referral is
1.1.1. a current Podium Client;
1.1.2. a former Podium Client;
1.1.3. a former or current Partner of Podium;
1.1.4. owned directly or indirectly by the Client Referrer or Friend of Podium referring that business;
1.1.5. an active Podium sales opportunity with contact in the past 30 days; or
1.2. Such Referral has already been submitted to Podium by a Partner, another referrer, another Podium Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Referral from multiple Podium Clients or Friends of Podium);
1.3. Such Referral does not meet Podium's qualification for its clients for reasons of credit worthiness, type of business, validity, of business, or location;
1.4. Such Referral is identified as a Podium competitor or Reseller Partner.
Participant's Code of Conduct
Participants must not violate any of these Terms, or otherwise engage in activity that could be considered harassment toward other users. Participants agree to not use the Program to:
1. Violate the intellectual property rights of Podium or any other third party;
2. Engage in any actions that are designed to disrupt or undermine the AUS Referral Program.
3. Make attempts to gain unauthorized access to Podium Technology or the AUS Referral Program for any reason;
4. Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Podium intellectual property or stop the function of the Podium Services;
5. Engage in behavior designed to annoy or harass others;
6. Engage in actions that disparage or malign or call into question Podium’s reputation;
7. Refer entities or individuals prohibited by Podium’s Terms of Service or Acceptable Use Policy
8. Engage in spam or violate the law. You agree that you will at all times remain compliant with all applicable Laws. If you use Podium’s Platform or tools to invite friends, family, or others to become users/clients of Podium, you will do so only in compliance with applicable Laws, these Terms, and the Podium Terms of Service. In particular, you represent and warrant that you will only send a text or email invitation to individuals who have provided you the necessary consent to receive such texts and or emails.
In particular, the following specific activities are prohibited:
8.1. Mass emailing and messaging people you do not personally know;
8.2. Use of automated systems or bots through any channel to distribute or post your referral code;
8.3. Use of scripts, or similar programmed dialers to send invites or to communicate referral codes; and
8.4. Posting referral codes on event or venue pages without express permission from the event or venue owner
9. Engage in misrepresentation. You will not attempt to mislead anyone in connection with the AUS Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
9.1. Impersonate any person or entity;
9.2. Create fake accounts, blogs, webpages, profiles, websites, links, or messages;
9.3. Misrepresent your relationship with Podium or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Podium);
9.4. Suggest that an affiliation or partnership exists with a third party where none exists.
9.5. Make misrepresentations with respect to the characteristics or qualification requirements for any Bonus(s). You acknowledge that Podium may change the characteristics or qualification requirements for any Bonus(es) in its discretion, and therefore you shall not represent any fixed characteristics.
Indemnification
By participating in the AUS Referral Program, you agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to comply with these Terms or any applicable laws, rules, and regulations during your participation in the AUS Referral Program, (b) any violation or claimed violation of a third party’s rights resulting from your participation in the AUS Referral Program; or (c) any negligence or willful misconduct arising out of your participation in the AUS Referral Program.
Bonus Table
Bonus Type Bonus Amount Bonus Timing Bonus Limits
Client Referral Bonus e-Gift Card in the amount of $700.00 AUD per Referred Client $700.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription NA
Friend Referral Bonus e-Gift Card in the amount of $700.00 AUD per Referred Client $700.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription NA
Employee Referral Bonus $700.00 AUD per Referred Client Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription NA
Referred Client Bonus e-Gift Card in the amount of $700.00 AUD per Referred Client Bonus will be provided to Podium Client business after the Referred Client has completed the first two (2) months of its qualifying paid Podium Services Limited to one (1) bonus per Referred Client
Podium Referral Program Terms (Canada)
These Podium Canada Referral Program Terms (these “ CAN Terms”) govern your participation in the Podium CAN Referral Program, as more fully described below (the “CAN Referral Program”). By submitting a Referral or otherwise participating in the CAN Referral Program, you agree to these Terms, which are an agreement between you and Podium Corporation, Inc., a Delaware corporation (“Podium“) and which are incorporated by this reference into the Podium Terms of Service. Podium reserves the right to amend the CAN Terms and modify (including terminating) the CAN Referral Program from time to time at its discretion. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service and any other terms and conditions referenced therein.
You will not have the authority, expressed or implied, to make any commitment or incur any obligation(s) on behalf of Podium other than those expressly set forth in these CAN Terms.
Definitions
"Podium Client" means any business with a current paid Podium Inbox or Bundle Subscription.
"Referral" means a business entity referred to Podium by a Friend of Podium or Client Referrer directly (or through the assistance of an Employee Referrer) as a prospective Podium Client in accordance with the processes set forth in these CAN Terms.
"Participant" means any Client Referrer, Employee Referrer, Friend of Podium, or Referred Client that participates in the CAN Referral Program.
"Qualified Referral" means a Referral that meets the eligibility requirements set forth in these CAN Terms and is accepted by Podium through the Referral Portal or which uses a valid referral code to purchase a Podium Inbox or Bundle Subscription. A "Qualified Referral" may not be an individual person.
"Referred Client" means a Qualified Referral that purchases a paid Podium Inbox or Bundle Subscription (as more fully described at https://www.podium.com/pricing/) and maintains that subscription for at least two (2) months.
"Client Referrer” means a Podium Client (including its Authorized Users) that meets the eligibility requirements set forth in these CAN Terms and which submits a Referral to Podium in accordance with these CAN Terms.
"Friend(s) of Podium" means an individual or business (other than a Podium Client or Podium Employee) that meets the eligibility requirements set forth in these CAN Terms and which submits a Referral to Podium in accordance with these CAN Terms.
Referral Submission Program Overview
The CAN Referral Program is offered by Podium and, subject to these CAN Terms, provides Participants the opportunity to receive certain bonuses (as more fully defined below) (collectively “Bonuses”) as part of their participation in the CAN Referral Program. These
CAN Terms apply to all Participants, including eligible Client Referrers, Employee Referrers, Friends of Podium, and Referred Clients, so please read carefully to understand your respective rights and obligations. The CAN Referral Program is available to Participants located in the Canada only.
Client Referral & Friends of Podium Referral Bonus. Subject to these CAN Terms, including any applicable eligibility requirements, Client Referrers may receive a one-time bonus (“Client Referral Bonus”) in the amount set forth in the Bonus Table below (“Bonus Table”) for each Qualified Referral they submit and which becomes a Referred Client. In addition to the other eligibility requirements set forth below, in order to be considered a Qualified Referral, Client Referrers must submit/register each Referral by one of the following methods:
1. By submitting all necessary Referral information into the Referral landing page ("Referral Portal") provided by Podium; or
2. By providing the Referral with the Client Referrer's or the Friend of Podium referrer's (as applicable) unique Podium referral link ("Referral Link"), which the Referral must use when purchasing the Podium Subscription.
The Client Referral bonus or Friend of Podium Referral Bonus will be sent to the applicable party only after the Referred Client has been a Podium Client for two (2) months. These limits are set and may be adjusted at Podium's sole discretion.
As a Client Referrer or Friend of Podium, if your combined annual Bonuses total $600.00 CAD or more, you must complete and submit a W-9 Tax Form to Podium. Additionally, as a Client Referrer or Friend of Podium, you understand and agree that the relationship between you and Podium that of independent contractors. Nothing in these CAN Terms will be deemed to create an employment, partnership, joint venture or agency relationship between you and Podium.
Employee Referral Bonus. Subject to these CAN Terms, including any eligibility requirements, Employee Referrers may receive a one-time bonus ("Employee Referral Bonus") in the amount set forth in the Bonus Table below for each Referred Client they help refer to Podium by either:
Submitting required Referral information, on behalf of a Podium Client, through the Podium Employee Referral landing page ("Employee Landing Page"); or
assisting a Podium Client in generating its custom Referral Link through the Employee Landing Page, which is then used by a Qualified Referral to purchase its Podium Inbox or Bundle Subscription.
The Employee Referrer Bonus payout will be processed by Podium’s internal finance team after the applicable Referred Client has maintained a paid Podium Inbox or Bundle Subscription for at least two (2) months. The Employee Referrer Bonus will be subject to any applicable taxes.
Referred Client Bonus. Following a confirmed purchase of a new Podium Platform/Inbox subscription lasting at least two (2) months, a Referred Client may also be eligible to receive a one-time Referred Client Bonus (“Referred Client Bonus”), as more clearly set forth in the Bonus Table below. This Referred Client Bonus will be sent to the Referred Client business entity by email, using the primary contact listed on the applicable Podium Client account. Each Referred Client is solely responsible for ensuring that the contact information on its account is correct and up to date.
Referral Program Eligibility:
1. To be eligible for participation in the Referral Program, Client Referrers must agree to and comply with the following eligibility criteria. Client Referrer must be:
a current Podium Client;
current on owed accounts to Podium and must not be in breach of any of Podium's Terms of Service; and
located in Canada.
2. To be eligible for participation in the CAN Referral Program, Friends of Podium must agree to and comply with the following eligibility criteria. A Friend of Podium must:
1. comply with the CAN Terms;
2. be located in Canada; and
3. not be a Podium Client or Podium Employee
3. To be eligible for participation in the CAN Referral Program, Employee Referrers must agree to and comply with the following eligibility criteria. Employee Referrer must:
1. be currently employed by Podium;
2. comply with the CAN Terms; and
3. be located in the CAN.
4. The following are not eligible for the CAN Referral Program as Participants:
Podium Partners, including Reseller, Referral, Developer, Technology, or Managed Service Provider Partners;
Owners, operators, decision makers or employees of a business may not refer their own businesses as Referrals.
Podium Clients, businesses, or individuals located outside the US.
Qualified Referral Eligibility & Process
Client Referrers and Friends of Podium must (1) register each Referral via the Referral Portal OR (2) utilize a valid custom Referral Link, as provided by Podium, in order for any Referrals submitted to Podium to be considered a Qualified Referral. Each Referral submitted through the Referral Portal must include, at a minimum, the information required in the form, or as otherwise specified by Podium, including but not limited to name and contact details, which must be accurate and completed in full in order for the Referral to be accepted. By submitting a Referral, Client Referrers and Friends of Podium understand and agree that Podium may contact the referred party.
Additionally, to be considered a Qualified Referral for an Employee Referrer, a Referral must (1) be registered by the Employee, on behalf of a Podium Client, via the Employee Landing Page, OR (2) be processed using a valid Podium Client Referral Link, which the Employee Referrer assisted in generating via the Employee Landing Page.
1. Refusal. Podium may decline a Referral submission for any reason, including but not limited to the following:
1.1. Such Referral is
1.1.1. a current Podium Client;
1.1.2. a former Podium Client;
1.1.3. a former or current Partner of Podium;
1.1.4. owned directly or indirectly by the Client Referrer or the Friend of Podium referring that business;
1.1.5. an active Podium sales opportunity (or appointment) with contact in the past 30 days; or
1.2. Such Referral has already been submitted to Podium by a Partner, another referrer, another Podium Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Referral from multiple Podium Clients or Friends of Podium);
1.3. Such Referral does not meet Podium's qualification for its clients for reasons of credit worthiness, type of business, validity of business, or location;
1.4 Such referral is identified as a Podium competitor or Reseller Partner.
Participant's Code of Conduct
Participants must not violate any of these CAN Terms, or otherwise engage in activity that could be considered harassment toward other users. Participants agree to not use the Program to:
Violate the intellectual property rights of Podium or any other third party;
Engage in any actions that are designed to disrupt or undermine the CAN Referral Program;
Make attempts to gain unauthorized access to Podium Technology or the CAN Referral Program for any reason;
Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Podium intellectual property or stop the function of the Podium Services;
Engage in behavior designed to annoy or harass others;
Engage in actions that disparage or malign or call into question Podium's reputation;
Refer entities or individuals prohibited by Podium’s Terms of Service or Acceptable Use Policy;
Engage in spam or violate the law. You agree that you will at all times remain compliant with all applicable Laws. If you use Podium’s Platform or tools to invite friends, family, or others to become users/clients of Podium, you will do so only in compliance with applicable Laws, these CAN Terms, and the Podium Terms of Service. In particular, you represent and warrant that you will only send a text or email invitation to individuals who have provided you the necessary consent to receive such texts and or emails. In particular, the following specific activities are prohibited:
Mass emailing and messaging people you do not personally know;
Use of automated systems or bots through any channel to distribute or post your referral code;
Use of scripts, or similar programmed dialers to send invites or to communicate referral codes; and
Posting referral codes on event or venue pages without express permission from the event or venue owner.
Engage in misrepresentation. You will not attempt to mislead anyone in connection with the Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
Impersonate any person or entity;
Create fake accounts, blogs, webpages, profiles, websites, links, or messages;
Misrepresent your relationship with Podium or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Podium);
Suggest that an affiliation or partnership exists with a third party where none exists.
Make misrepresentations with respect to the characteristics or qualification requirements for any Bonus(es). You acknowledge that Podium may change the characteristics or qualification requirements for any Bonus(es) in its discretion, and therefore you shall not represent any fixed characteristics.
Indemnification.
By participating in the CAN Referral Program, you agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to comply with these CAN Terms or any applicable laws, rules, and regulations during your participation in the CAN Referral Program, (b) any violation or claimed violation of a third party’s rights resulting from your participation in the CAN Referral Program; or (c) any negligence or willful misconduct arising out of your participation in the CAN Referral Program.
Bonus Table
Bonus Type
Bonus Amount
Bonus Timing
Bonus Limits
Client Referral Bonus
e-Gift Card in the amount of
$500.00 CAD per Referred Client
$500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription.
NA
Friend Referral Bonus
e-Gift Card in the amount of
$500.00 CAD per Referred Client
$500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services Subscription.
NA
Employee Referral Bonus
$500.00 CAD per Referred Client
Bonus will be provided after the applicable Referred Client has completed the first two
(2) months of its qualifying paid Podium Services subscription.
NA
Referred Client Bonus
e-Gift Card in the amount of
$500.00 CAD per Referred Client
Bonus will be provided to Podium Client business after the Referred Client has completed the first two (2) months of its qualifying paid Podium Services
Limited to one (1) bonus per Referred Client.
Effective September 5th 2024 to September 15th 2025
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Table of Contents
Podium Referral Program Terms (U.S.)
These Podium U.S. Referral Program Terms (these “ U.S. Terms”) govern your participation in the Podium U.S. Referral Program, as more fully described below (the “U.S. Referral Program”). By submitting a Referral or otherwise participating in the U.S. Referral Program, you agree to these Terms, which are an agreement between you and Podium Corporation, Inc., a Delaware corporation (“Podium“) and which are incorporated by this reference into the Podium Terms of Service. Podium reserves the right to amend the U.S. Terms and modify (including terminating) the U.S. Referral Program from time to time at its discretion. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service and any other terms and conditions referenced therein.
You will not have the authority, expressed or implied, to make any commitment or incur any obligation(s) on behalf of Podium other than those expressly set forth in these U.S. Terms.
Definitions
1. "Podium Client" means any business with a current paid Podium Inbox or Bundle Subscription.
2. "Referral" means a business entity referred to Podium by a Friend of Podium or Client Referrer directly (or through the assistance of an Employee Referrer) as a prospective Podium Client in accordance with the processes set forth in these U.S. Terms.
3. "Participant" means any Client Referrer, Employee Referrer, Friend of Podium, or Referred Client that participates in the U.S. Referral Program.
4. "Qualified Referral" means a Referral that meets the eligibility requirements set forth in these U.S. Terms and is accepted by Podium through the Referral Portal or which uses a valid referral code to purchase a Podium Inbox or Bundle Subscription. A "Qualified Referral" may not be an individual person.
5. "Referred Client" means a Qualified Referral that purchases a paid Podium Inbox or Bundle Subscription (as more fully described at https://www.podium.com/pricing/) and maintains that subscription for at least two (2) months.
6. "Client Referrer” means a Podium Client (including its Authorized Users) that meets the eligibility requirements set forth in these U.S. Terms and which submits a Referral to Podium in accordance with these U.S. Terms.
7. "Friend(s) of Podium" means an individual or business (other than a Podium Client or Podium Employee) that meets the eligibility requirements set forth in these U.S. Terms and which submits a Referral to Podium in accordance with these U.S. Terms.
Referral Submission Program Overview
The U.S. Referral Program is offered by Podium and, subject to these U.S. Terms, provides Participants the opportunity to receive certain bonuses (as more fully defined below) (collectively “Bonuses”) as part of their participation in the U.S. Referral Program. These U.S. Terms apply to all Participants, including eligible Client Referrers, Employee Referrers, Friends of Podium, and Referred Clients, so please read carefully to understand your respective rights and obligations. The U.S. Referral Program is available to Participants located in the United States only.
Client Referral & Friends of Podium Referral Bonus. Subject to these U.S. Terms, including any applicable eligibility requirements, Client Referrers may receive a one-time bonus (“Client Referral Bonus”) in the amount set forth in the Bonus Table below (“Bonus Table”) for each Qualified Referral they submit and which becomes a Referred Client. In addition to the other eligibility requirements set forth below, in order to be considered a Qualified Referral, Client Referrers must submit/register each Referral by one of the following methods:
(1) By submitting all necessary Referral information into the Referral landing page ("Referral Portal") provided by Podium; or
(2) By providing the Referral with the Client Referrer's or the Friend of Podium referrer's (as applicable) unique Podium referral link ("Referral Link"), which the Referral must use when purchasing the Podium Subscription.
The Client Referral bonus or Friend of Podium Referral Bonus will be sent to the applicable party only after the Referred Client has been a Podium Client for two (2) months. These limits are set and may be adjusted at Podium's sole discretion.
As a Client Referrer or Friend of Podium, if your combined annual Bonuses total $600.00 USD or more, you must complete and submit a W-9 Tax Form to Podium. Additionally, as a Client Referrer or Friend of Podium, you understand and agree that the relationship between you and Podium that of independent contractors. Nothing in these U.S. Terms will be deemed to create an employment, partnership, joint venture or agency relationship between you and Podium.
Employee Referral Bonus. Subject to these U.S. Terms, including any eligibility requirements, Employee Referrers may receive a one-time bonus ("Employee Referral Bonus") in the amount set forth in the Bonus Table below for each Referred Client they help refer to Podium by either:
(1) Submitting required Referral information, on behalf of a Podium Client, through the Podium Employee Referral landing page ("Employee Landing Page"); or
(2) assisting a Podium Client in generating its custom Referral Link through the Employee Landing Page, which is then used by a Qualified Referral to purchase its Podium Inbox or Bundle Subscription.
The Employee Referrer Bonus payout will be processed by Podium’s internal finance team after the applicable Referred Client has maintained a paid Podium Inbox or Bundle Subscription for at least two (2) months. The Employee Referrer Bonus will be subject to any applicable taxes.
Referred Client Bonus. Following a confirmed purchase of a new Podium Platform/Inbox subscription lasting at least two (2) months, a Referred Client may also be eligible to receive a one-time Referred Client Bonus (“Referred Client Bonus”), as more clearly set forth in the Bonus Table below. This Referred Client Bonus will be sent to the Referred Client business entity by email, using the primary contact listed on the applicable Podium Client account. Each Referred Client is solely responsible for ensuring that the contact information on its account is correct and up to date.
Referral Program Eligibility:
1. To be eligible for participation in the Referral Program, Client Referrers must agree to and comply with the following eligibility criteria. Client Referrer must be:
1. a current Podium Client;
2. current on owed accounts to Podium and must not be in breach of any of Podium's Terms of Service; and
3. located in the U.S.
2. To be eligible for participation in the U.S. Referral Program, Friends of Podium must agree to and comply with the following eligibility criteria. A Friend of Podium must:
1. comply with the U.S. Terms;
2. be located in the U.S.; and
3. not be a Podium Client or Podium Employee
3. To be eligible for participation in the U.S. Referral Program, Employee Referrers must agree to and comply with the following eligibility criteria. Employee Referrer must:
1. be currently employed by Podium;
2. comply with the U.S. Terms; and
3. be located in the U.S.
4. The following are not eligible for the U.S. Referral Program as Participants:
1. Podium Partners, including Reseller, Referral, Developer, Technology, or Managed Service Provider Partners;
2. Owners, operators, decision makers or employees of a business may not refer their own businesses as Referrals.
3. Podium Clients, businesses, or individuals located outside the US.
Qualified Referral Eligibility & Process
Client Referrers and Friends of Podium must (1) register each Referral via the Referral Portal OR (2) utilize a valid custom Referral Link, as provided by Podium, in order for any Referrals submitted to Podium to be considered a Qualified Referral. Each Referral submitted through the Referral Portal must include, at a minimum, the information required in the form, or as otherwise specified by Podium, including but not limited to name and contact details, which must be accurate and completed in full in order for the Referral to be accepted. By submitting a Referral, Client Referrers and Friends of Podium understand and agree that Podium may contact the referred party.
Additionally, to be considered a Qualified Referral for an Employee Referrer, a Referral must (1) be registered by the Employee, on behalf of a Podium Client, via the Employee Landing Page, OR (2) be processed using a valid Podium Client Referral Link, which the Employee Referrer assisted in generating via the Employee Landing Page.
1. Refusal. Podium may decline a Referral submission for any reason, including but not limited to the following:
1.1. Such Referral is
1.1.1. a current Podium Client;
1.1.2. a former Podium Client;
1.1.3. a former or current Partner of Podium;
1.1.4. owned directly or indirectly by the Client Referrer or the Friend of Podium referring that business;
1.1.5. an active Podium sales opportunity (or appointment) with contact in the past 30 days; or
1.2. Such Referral has already been submitted to Podium by a Partner, another referrer, another Podium Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Referral from multiple Podium Clients or Friends of Podium);
1.3. Such Referral does not meet Podium's qualification for its clients for reasons of credit worthiness, type of business, validity of business, or location;
1.4. Such referral is identified as a Podium competitor or Reseller Partner.
Participant's Code of Conduct
Participants must not violate any of these U.S. Terms, or otherwise engage in activity that could be considered harassment toward other users. Participants agree to not use the Program to:
1. Violate the intellectual property rights of Podium or any other third party;
2. Engage in any actions that are designed to disrupt or undermine the U.S. Referral Program;
3. Make attempts to gain unauthorized access to Podium Technology or the U.S. Referral Program for any reason;
4. Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Podium intellectual property or stop the function of the Podium Services;
5. Engage in behavior designed to annoy or harass others;
6. Engage in actions that disparage or malign or call into question Podium's reputation;
7. Refer entities or individuals prohibited by Podium’s Terms of Service or Acceptable Use Policy;
8. Engage in spam or violate the law. You agree that you will at all times remain compliant with all applicable Laws. If you use Podium’s Platform or tools to invite friends, family, or others to become users/clients of Podium, you will do so only in compliance with applicable Laws, these U.S. Terms, and the Podium Terms of Service. In particular, you represent and warrant that you will only send a text or email invitation to individuals who have provided you the necessary consent to receive such texts and or emails.
In particular, the following specific activities are prohibited:
8.1. Mass emailing and messaging people you do not personally know;
8.2. Use of automated systems or bots through any channel to distribute or post your referral code;
8.3. Use of scripts, or similar programmed dialers to send invites or to communicate referral codes; and
8.4. Posting referral codes on event or venue pages without express permission from the event or venue owner.
9. Engage in misrepresentation. You will not attempt to mislead anyone in connection with the Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
9.1. Impersonate any person or entity;
9.2. Create fake accounts, blogs, webpages, profiles, websites, links, or messages;
9.3. Misrepresent your relationship with Podium or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Podium);
9.4. Suggest that an affiliation or partnership exists with a third party where none exists.
9.5. Make misrepresentations with respect to the characteristics or qualification requirements for any Bonus(es). You acknowledge that Podium may change the characteristics or qualification requirements for any Bonus(es) in its discretion, and therefore you shall not represent any fixed characteristics.
Indemnification.
By participating in the U.S. Referral Program, you agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to comply with these U.S. Terms or any applicable laws, rules, and regulations during your participation in the U.S. Referral Program, (b) any violation or claimed violation of a third party’s rights resulting from your participation in the U.S. Referral Program; or (c) any negligence or willful misconduct arising out of your participation in the U.S. Referral Program.
Bonus Table
Bonus Type Bonus Amount Bonus Timing Bonus Limits
Client Referral Bonus e-Gift Card in the amount of $500.00 USD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. NA
Friend Referral Bonus e-Gift Card in the amount of $500.00 USD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services Subscription. NA
Employee Referral Bonus $500.00 USD per Referred Client Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. NA
Referred Client Bonus e-Gift Card in the amount of $500.00 USD per Referred Client Bonus will be provided to Podium Client business after the Referred Client has completed the first two (2) months of its qualifying paid Podium Services Limited to one (1) bonus per Referred Client.
Podium Referral Program Terms (AUS)
These Podium Australia Referral Program Terms (these “AUS Terms”) govern your participation in the Podium Australia Referral Program, as more fully described below (the “AUS Referral Program”). By submitting a Referral or otherwise participating in the AUS Referral Program, you agree to these AUS Terms, which are an agreement between you and Podium Corporation, Inc., a Delaware corporation (“Podium“) and which are incorporated by this reference into the Podium Terms of Service. Podium reserves the right to amend the AUS Terms and modify (including terminating) the AUS Referral Program from time to time at its discretion. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service and any other terms and conditions referenced therein. You will not have the authority, expressed or implied, to make any commitment or incur any obligation(s) on behalf of Podium other than those expressly set forth in these AUS Terms.
Definitions
1. "Podium Client" means any business with a current paid Podium Inbox or Bundle Subscription.
2. "Referral" means a business entity referred to Podium by a Friend of Podium or Client Referrer directly (or through the assistance of an Employee Referrer) as a prospective Podium Client in accordance with the processes set forth in these AUS Terms.
3. "Participant" means any Client Referrer, Employee Referrer, Friend of Podium, or Referred Client that participates in the AUS Referral Program.
4. "Qualified Referral" means a Referral that meets the eligibility requirements set forth in these AUS Terms and is accepted by Podium through the Referral Portal or which uses a valid referral code to purchase a Podium Inbox or Bundle Subscription. A "Qualified Referral" may not be an individual person.
5. "Referred Client" means a Qualified Referral that purchases a paid Podium Inbox or Bundle Subscription (as more fully described at https://www.podium.com/pricing/) and maintains that subscription for at least two (2) months.
6. "Client Referrer" means a Podium Client (including its Authorized Users) that meets the eligibility requirements set forth in these AUS Terms and which submits a Referral to Podium in accordance with these AUS Terms.
7. "Friend(s) of Podium" means an individual or business (other than a Podium Client or Podium Employee) that meets the eligibility requirements set forth in these Terms and which submits a Referral to Podium in accordance with these Terms.
Referral Submission Program Overview
The AUS Referral Program is offered by Podium and, subject to these AUS Terms, provides Participants the opportunity to receive certain bonuses (as more fully defined below) (collectively “Bonuses”) as part of their participation in the AUS Referral Program. These AUS Terms apply to all Participants, including eligible Client Referrers, Employee Referrers, Friends of Podium, and Referred Clients, so please read carefully to understand your respective rights and obligations. The AUS Referral Program is available to Participants located in Australia only.
Client Referral & Friends of Podium Referral Bonus. Subject to these AUS Terms, including any applicable eligibility requirements, Client Referrers may receive a one-time bonus (“Client Referral Bonus”) in the amount set forth in the Bonus Table below (“Bonus Table”) for each Qualified Referral they submit and which becomes a Referred Client. In addition to the other eligibility requirements set forth below, in order to be considered a Qualified Referral, Client Referrers must submit/register each Referral by one of the following methods:
(1) By submitting all necessary Referral information into the Referral landing page ("Referral Portal") provided by Podium; or
(2) By providing the Referral with the Client Referrer's or the Friend of Podium referrer's unique Podium referral link ("Referral Link"), which the Referral must use when purchasing the Podium Subscription.
The Client Referral bonus or Friend of Podium Referral Bonus will be sent to the applicable party only after the Referred Client has been a Podium Client for two (2) months.
As a Client Referrer or Friend of Podium, you understand that you will be responsible for any taxes that become applicable due to your participation in the AUS Referral Program. Additionally, as a Client Referrer or Friend of Podium, you understand and agree that the relationship between you and Podium that of independent contractors. Nothing in these AUS Terms will be deemed to create an employment, partnership, joint venture or agency relationship between you and Podium.
Employee Referral Bonus. Subject to these AUS Terms, including any eligibility requirements, Employee Referrers may receive a one-time bonus ("Employee Referral Bonus") in the amount set forth in the Bonus Table below for each Referred Client they help refer to Podium by either:
(1) Submitting required Referral information, on behalf of a Podium Client, through the Podium Employee Referral landing page ("Employee Landing Page"); or
(2) assisting a Podium Client in generating its custom Referral Link through the Employee Landing Page, which is then used by a Qualified Referral to purchase its Podium Inbox or Bundle Subscription.
The Employee Referrer Bonus payout will be processed by Podium’s internal finance team after the applicable Referred Client has maintained a paid Podium Inbox or Bundle Subscription for at least two (2) months. The Employee Referrer Bonus will be subject to any appliable taxes.
Referred Client Bonus. Following a confirmed purchase of a new Podium Platform/Inbox subscription lasting at least two (2) months, a Referred Client may also be eligible to receive a one-time Referred Client Bonus (“Referred Client Bonus”), as more clearly set forth in the Bonus Table below. This Referred Client Bonus will be sent to the Referred Client business entity by email, using the primary contact listed on the applicable Podium Client account. Each Referred Client is solely response for ensuring that the contact information on its account is correct and up to date.
Referral Program Eligibility
1. To be eligible for participation in the AUS Referral Program, Client Referrers must agree to and comply with the following eligibility criteria. Client Referrer must be:
1. a current Podium Client;
2. current on owed accounts to Podium and must not be in breach of any of Podium's Terms of Service; and
3. located in Australia.
2. To be eligible for participation in the AUS Referral Program, Friends of Podium must agree to and comply with the following eligibility criteria. A Friend of Podium must:
1. comply with the AUS Terms;
2. be located in Australia; and
3. not be a Podium Client or Podium Employee.
3. To be eligible for participation in the AUS Referral Program, Employee Referrers must agree to and comply with the following eligibility criteria. Employee Referrer must:
1. be currently employed by Podium
2. comply with the AUS Terms; and
3. be located in Australia.
4. The following are not eligible for the AUS Referral Program as Participants:
1. Podium Partners, including Reseller, Referral, Developer, Technology, or Managed Service Provider Partners;
2. Owners, operators, decision makers or employees of a business may not refer their own businesses as Referrals.
3. Podium Clients, businesses, or individuals located outside of Australia.
Qualified Referral Eligibility & Process
Client Referrers and Friends of Podium must (1) register each Referral via the Referral Portal OR (2) utilize a valid custom Referral Link, as provided by Podium, in order for any Referrals submitted to Podium to be considered a Qualified Referral. Each Referral submitted through the Referral Portal must include, at a minimum, the information required in the form, or as otherwise specified by Podium, including but not limited to name and contact details, which must be accurate and completed in full in order for the Referral to be accepted. By submitting a Referral, Client Referrers and Friends of Podium understand and agree that Podium may contact the referred party.
Additionally, to be considered a Qualified Referral for an Employee Referrer, a Referral must (1) be registered by the Employee, on behalf of a Podium Client, via the Employee Landing Page, OR (2) be processed using a valid Podium Client Referral Link, which the Employee Referrer assisted in generating via the Employee Landing Page.
1. Refusal. Podium may decline a Referral submission for any reason, including but not limited to the following:
1.1. Such Referral is
1.1.1. a current Podium Client;
1.1.2. a former Podium Client;
1.1.3. a former or current Partner of Podium;
1.1.4. owned directly or indirectly by the Client Referrer or Friend of Podium referring that business;
1.1.5. an active Podium sales opportunity with contact in the past 30 days; or
1.2. Such Referral has already been submitted to Podium by a Partner, another referrer, another Podium Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Referral from multiple Podium Clients or Friends of Podium);
1.3. Such Referral does not meet Podium's qualification for its clients for reasons of credit worthiness, type of business, validity, of business, or location;
1.4. Such Referral is identified as a Podium competitor or Reseller Partner.
Participant's Code of Conduct
Participants must not violate any of these Terms, or otherwise engage in activity that could be considered harassment toward other users. Participants agree to not use the Program to:
1. Violate the intellectual property rights of Podium or any other third party;
2. Engage in any actions that are designed to disrupt or undermine the AUS Referral Program.
3. Make attempts to gain unauthorized access to Podium Technology or the AUS Referral Program for any reason;
4. Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Podium intellectual property or stop the function of the Podium Services;
5. Engage in behavior designed to annoy or harass others;
6. Engage in actions that disparage or malign or call into question Podium’s reputation;
7. Refer entities or individuals prohibited by Podium’s Terms of Service or Acceptable Use Policy
8. Engage in spam or violate the law. You agree that you will at all times remain compliant with all applicable Laws. If you use Podium’s Platform or tools to invite friends, family, or others to become users/clients of Podium, you will do so only in compliance with applicable Laws, these Terms, and the Podium Terms of Service. In particular, you represent and warrant that you will only send a text or email invitation to individuals who have provided you the necessary consent to receive such texts and or emails.
In particular, the following specific activities are prohibited:
8.1. Mass emailing and messaging people you do not personally know;
8.2. Use of automated systems or bots through any channel to distribute or post your referral code;
8.3. Use of scripts, or similar programmed dialers to send invites or to communicate referral codes; and
8.4. Posting referral codes on event or venue pages without express permission from the event or venue owner
9. Engage in misrepresentation. You will not attempt to mislead anyone in connection with the AUS Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
9.1. Impersonate any person or entity;
9.2. Create fake accounts, blogs, webpages, profiles, websites, links, or messages;
9.3. Misrepresent your relationship with Podium or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Podium);
9.4. Suggest that an affiliation or partnership exists with a third party where none exists.
9.5. Make misrepresentations with respect to the characteristics or qualification requirements for any Bonus(s). You acknowledge that Podium may change the characteristics or qualification requirements for any Bonus(es) in its discretion, and therefore you shall not represent any fixed characteristics.
Indemnification
By participating in the AUS Referral Program, you agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to comply with these Terms or any applicable laws, rules, and regulations during your participation in the AUS Referral Program, (b) any violation or claimed violation of a third party’s rights resulting from your participation in the AUS Referral Program; or (c) any negligence or willful misconduct arising out of your participation in the AUS Referral Program.
Bonus Table
Bonus Type Bonus Amount Bonus Timing Bonus Limits
Client Referral Bonus e-Gift Card in the amount of $700.00 AUD per Referred Client $700.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription NA
Friend Referral Bonus
e-Gift Card in the amount of $700.00 AUD per Referred Client
$700.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription
NA
Employee Referral Bonus $700.00 AUD per Referred Client Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription NA
Referred Client Bonus e-Gift Card in the amount of $700.00 AUD per Referred Client Bonus will be provided to Podium Client business after the Referred Client has completed the first two (2) months of its qualifying paid Podium Services Limited to one (1) bonus per Referred Client
Effective August 28th 2024 to September 5th 2024
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Table of Contents
Podium Referral Program Terms (U.S.)
These Podium U.S. Referral Program Terms (these “ U.S. Terms”) govern your participation in the Podium U.S. Referral Program, as more fully described below (the “U.S. Referral Program”). By submitting a Referral or otherwise participating in the U.S. Referral Program, you agree to these Terms, which are an agreement between you and Podium Corporation, Inc., a Delaware corporation (“Podium“) and which are incorporated by this reference into the Podium Terms of Service. Podium reserves the right to amend the U.S. Terms and modify (including terminating) the U.S. Referral Program from time to time at its discretion. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service and any other terms and conditions referenced therein.
You will not have the authority, expressed or implied, to make any commitment or incur any obligation(s) on behalf of Podium other than those expressly set forth in these U.S. Terms.
Definitions
1. "Podium Client" means any business with a current paid Podium Inbox or Bundle Subscription.
2. "Referral" means a business entity referred to Podium by a Friend of Podium or Client Referrer directly (or through the assistance of an Employee Referrer) as a prospective Podium Client in accordance with the processes set forth in these U.S. Terms.
3. "Participant" means any Client Referrer, Employee Referrer, Friend of Podium, or Referred Client that participates in the U.S. Referral Program.
4. "Qualified Referral" means a Referral that meets the eligibility requirements set forth in these U.S. Terms and is accepted by Podium through the Referral Portal or which uses a valid referral code to purchase a Podium Inbox or Bundle Subscription. A "Qualified Referral" may not be an individual person.
5. "Referred Client" means a Qualified Referral that purchases a paid Podium Inbox or Bundle Subscription (as more fully described at https://www.podium.com/pricing/) and maintains that subscription for at least two (2) months.
6. "Client Referrer” means a Podium Client (including its Authorized Users) that meets the eligibility requirements set forth in these U.S. Terms and which submits a Referral to Podium in accordance with these U.S. Terms.
7. "Friends of Podium" means an individual or business (other than a Podium Client or Podium Employee) that meets the eligibility requirements set forth in these U.S. Terms and which submits a Referral to Podium in accordance with these U.S. Terms.
Referral Submission Program Overview
The U.S. Referral Program is offered by Podium and, subject to these U.S. Terms, provides Participants the opportunity to receive certain bonuses (as more fully defined below) (collectively “Bonuses”) as part of their participation in the U.S. Referral Program. These U.S. Terms apply to all Participants, including eligible Client Referrers, Employee Referrers, Friends of Podium, and Referred Clients, so please read carefully to understand your respective rights and obligations. The U.S. Referral Program is available to Participants located in the United States only.
Client Referral & Friends of Podium Referral Bonus. Subject to these U.S. Terms, including any applicable eligibility requirements, Client Referrers may receive a one-time bonus (“Client Referral Bonus”) in the amount set forth in the Bonus Table below (“Bonus Table”) for each Qualified Referral they submit and which becomes a Referred Client. In addition to the other eligibility requirements set forth below, in order to be considered a Qualified Referral, Client Referrers must submit/register each Referral by one of the following methods:
(1) By submitting all necessary Referral information into the Referral landing page ("Referral Portal") provided by Podium; or
(2) By providing the Referral with the Client Referrer's or the Friend Referrer's (as applicable) unique Podium referral link ("Referral Link"), which the Referral must use when purchasing the Podium Subscription.
The Client Referral bonus or Friend Referral Bonus will be sent to the applicable party only after the Referred Client has been a Podium Client for two (2) months. These limits are set and may be adjusted at Podium's sole discretion.
As a Client Referrer or Friend of Podium, if your combined annual Bonuses total $600.00 USD or more, you must complete and submit a W-9 Tax Form to Podium. Additionally, as a Client Referrer or Friend of Podium, you understand and agree that the relationship between you and Podium that of independent contractors. Nothing in these U.S. Terms will be deemed to create an employment, partnership, joint venture or agency relationship between you and Podium.
Employee Referral Bonus. Subject to these U.S. Terms, including any eligibility requirements, Employee Referrers may receive a one-time bonus ("Employee Referral Bonus") in the amount set forth in the Bonus Table below for each Referred Client they help refer to Podium by either:
(1) Submitting required Referral information, on behalf of a Podium Client, through the Podium Employee Referral landing page ("Employee Landing Page"); or
(2) assisting a Podium Client in generating its custom Referral Link through the Employee Landing Page, which is then used by a Qualified Referral to purchase its Podium Inbox or Bundle Subscription.
The Employee Referrer Bonus payout will be processed by Podium’s internal finance team after the applicable Referred Client has maintained a paid Podium Inbox or Bundle Subscription for at least two (2) months. The Employee Referrer Bonus will be subject to any applicable taxes.
Referred Client Bonus. Following a confirmed purchase of a new Podium Platform/Inbox subscription lasting at least two (2) months, a Referred Client may also be eligible to receive a one-time Referred Client Bonus (“Referred Client Bonus”), as more clearly set forth in the Bonus Table below. This Referred Client Bonus will be sent to the Referred Client business entity by email, using the primary contact listed on the applicable Podium Client account. Each Referred Client is solely responsible for ensuring that the contact information on its account is correct and up to date.
Referral Program Eligibility:
1. To be eligible for participation in the Referral Program, Client Referrers must agree to and comply with the following eligibility criteria. Client Referrer must be:
1. a current Podium Client;
2. current on owed accounts to Podium and must not be in breach of any of Podium's Terms of Service; and
3. located in the U.S.
2. To be eligible for participation in the U.S. Referral Program, Friends of Podium must agree to and comply with the following eligibility criteria. A Friend of Podium must:
1. comply with the U.S. Terms
2. be located in the U.S.
3. not be a Podium Client or Podium Employee
3. To be eligible for participation in the U.S. Referral Program, Employee Referrers must agree to and comply with the following eligibility criteria. Employee Referrer must:
1. be currently employed by Podium;
2. comply with the U.S. Terms; and
3. be located in the U.S.
4. The following are not eligible for the U.S. Referral Program as Participants:
1. Podium Partners, including Reseller, Referral Developer, Technology, or Managed Service Provider Partners;
2. Owners, operators, employees of a business may not refer their own businesses as Referrals.
3. Podium Clients, businesses, or individuals located outside the US.
Qualified Referral Eligibility & Process
Client Referrers and Friends of Podium must (1) register each Referral via the Referral Portal OR (2) utilize a valid custom Referral Link, as provided by Podium, in order for any Referrals submitted to Podium to be considered a Qualified Referral. Each Referral submitted through the Referral Portal must include, at a minimum, the information required in the form, or as otherwise specified by Podium, including but not limited to name and contact details, which must be accurate and completed in full in order for the Referral to be accepted. By submitting a Referral, Client Referrers and Friends of Podium understand and agree that Podium may contact the referred party.
Additionally, to be considered a Qualified Referral for an Employee Referrer, a Referral must (1) be registered by the Employee, on behalf of a Podium Client, via the Employee Landing Page, OR (2) be processed using a valid Podium Client Referral Link, which the Employee Referrer assisted in generating via the Employee Landing Page.
1. Refusal. Podium may decline a Referral submission for any reason, including but not limited to the following:
1.1. Such Referral is
1.1.1. a current Podium Client;
1.1.2. a former Podium Client;
1.1.3. a former or current Partner of Podium;
1.1.4. owned directly or indirectly by the Client Referrer or the Friend of Podium referring that business;
1.1.5. an active Podium sales opportunity (or appointment) with contact in the past 30 days; or
1.2. Such Referral has already been submitted to Podium by a Partner, another referrer, another Podium Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Referral from multiple Podium Clients or Friends of Podium);
1.3. Such Referral does not meet Podium's qualification for its clients for reasons of credit worthiness, type of business, validity of business, or location;
1.4. Such referral is identified as a Podium competitor or Reseller Partner.
Participant's Code of Conduct
Participants must not violate any of these U.S. Terms, or otherwise engage in activity that could be considered harassment toward other users. Participants agree to not use the Program to:
1. Violate the intellectual property rights of Podium or any other third party;
2. Engage in any actions that are designed to disrupt or undermine the U.S. Referral Program;
3. Make attempts to gain unauthorized access to Podium Technology or the U.S. Referral Program for any reason;
4. Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Podium intellectual property or stop the function of the Podium Services;
5. Engage in behavior designed to annoy or harass others;
6. Engage in actions that disparage or malign or call into question Podium's reputation;
7. Refer entities or individuals prohibited by Podium’s Terms of Service or Acceptable Use Policy;
8. Engage in spam or violate the law. You agree that you will at all times remain compliant with all applicable Laws. If you use Podium’s Platform or tools to invite friends, family, or others to become users/clients of Podium, you will do so only in compliance with applicable Laws, these U.S. Terms, and the Podium Terms of Service. In particular, you represent and warrant that you will only send a text or email invitation to individuals who have provided you the necessary consent to receive such texts and or emails.
In particular, the following specific activities are prohibited:
8.1. Mass emailing and messaging people you do not personally know;
8.2. Use of automated systems or bots through any channel to distribute or post your referral code;
8.3. Use of scripts, or similar programmed dialers to send invites or to communicate referral codes; and
8.4. Posting referral codes on event or venue pages without express permission from the event or venue owner.
9. Engage in misrepresentation. You will not attempt to mislead anyone in connection with the Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
9.1. Impersonate any person or entity;
9.2. Create fake accounts, blogs, webpages, profiles, websites, links, or messages;
9.3. Misrepresent your relationship with Podium or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Podium);
9.4. Suggest that an affiliation or partnership exists with a third party where none exists.
9.5. Make misrepresentations with respect to the characteristics or qualification requirements for any Bonus(es). You acknowledge that Podium may change the characteristics or qualification requirements for any Bonus(es) in its discretion, and therefore you shall not represent any fixed characteristics.
Indemnification.
By participating in the U.S. Referral Program, you agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to comply with these U.S. Terms or any applicable laws, rules, and regulations during your participation in the U.S. Referral Program, (b) any violation or claimed violation of a third party’s rights resulting from your participation in the U.S. Referral Program; or (c) any negligence or willful misconduct arising out of your participation in the U.S. Referral Program.
Bonus Table
Bonus Type Bonus Amount Bonus Timing Bonus Limits
Client Referral Bonus e-Gift Card in the amount of $500.00 USD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. NA
Friend Referral Bonus e-Gift Card in the amount of $500.00 USD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services Subscription. NA
Employee Referral Bonus $500.00 USD per Referred Client Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. NA
Referred Client Bonus e-Gift Card in the amount of $500.00 USD per Referred Client Bonus will be provided to Podium Client business after the Referred Client has completed the first two (2) months of its qualifying paid Podium Services Limited to one (1) bonus per Referred Client.
Podium Referral Program Terms (AUS)
These Podium Australia Referral Program Terms (these “AUS Terms”) govern your participation in the Podium Australia Referral Program, as more fully described below (the “AUS Referral Program”). By submitting a Referral or otherwise participating in the AUS Referral Program, you agree to these AUS Terms, which are an agreement between you and Podium Corporation, Inc., a Delaware corporation (“Podium“) and which are incorporated by this reference into the Podium Terms of Service. Podium reserves the right to amend the AUS Terms and modify (including terminating) the AUS Referral Program from time to time at its discretion. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service and any other terms and conditions referenced therein. You will not have the authority, expressed or implied, to make any commitment or incur any obligation(s) on behalf of Podium other than those expressly set forth in these AUS Terms.
Definitions
1. "Podium Client" means any business with a current paid Podium Inbox or Bundle Subscription.
2. "Referral" means a business entity referred to Podium by a Client Referrer directly (or through the assistance of an Employee Referrer) as a prospective Podium Client in accordance with the processes set forth in these AUS Terms.
3. "Participant" means any Client Referrer, Employee Referrer, or Referred Client that participates in the AUS Referral Program.
4. "Qualified Referral" means a Referral that meets the eligibility requirements set forth in these AUS Terms and is accepted by Podium through the Referral Portal or which uses a valid referral code to purchase a Podium Inbox or Bundle Subscription. A "Qualified Referral" may not be an individual person.
5. "Referred Client" means a Qualified Referral that purchases a paid Podium Inbox or Bundle Subscription (as more fully described at https://www.podium.com/pricing/) and maintains that subscription for at least two (2) months.
6. "Client Referrer" means a Podium Client (including its Authorized Users) that meets the eligibility requirements set forth in these AUS Terms and which submits a Referral to Podium in accordance with these AUS Terms.
Referral Submission Program Overview
The AUS Referral Program is offered by Podium and, subject to these AUS Terms, provides Participants the opportunity to receive certain bonuses (as more fully defined below) (collectively “Bonuses”) as part of their participation in the AUS Referral Program. These AUS Terms apply to all Participants, including eligible Client Referrers, Employee Referrers, and Referred Clients, so please read carefully to understand your respective rights and obligations. The AUS Referral Program is available to Participants located in Australia only.
Client Referral Bonus. Subject to these AUS Terms, including any applicable eligibility requirements, Client Referrers may receive a one-time bonus (“Client Referral Bonus”) in the amount set forth in the Bonus Table below (“Bonus Table”) for each Qualified Referral they submit and which becomes a Referred Client. In addition to the other eligibility requirements set forth below, in order to be considered a Qualified Referral, Client Referrers must submit/register each Referral by one of the following methods:
(1) By submitting all necessary Referral information into the Referral landing page ("Referral Portal") provided by Podium; or
(2) By providing the Referral with the Client Referrer's unique Podium referral link ("Referral Link"), which the Referral must use when purchasing the Podium Subscription. The Client Referral bonus will be sent to the applicable party only after the Referred Client has been a Podium Client for two (2) months.
As a Client Referrer, you understand that you will be responsible for any taxes that become applicable due to your participation in the AUS Referral Program. Additionally, as a Client Referrer, you understand and agree that the relationship between you and Podium that of independent contractors. Nothing in these AUS Terms will be deemed to create an employment, partnership, joint venture or agency relationship between you and Podium.
Employee Referral Bonus. Subject to these AUS Terms, including any eligibility requirements, Employee Referrers may receive a one-time bonus ("Employee Referral Bonus") in the amount set forth in the Bonus Table below for each Referred Client they help refer to Podium by either:
(1) Submitting required Referral information, on behalf of a Podium Client, through the Podium Employee Referral landing page ("Employee Landing Page"); or
(2) assisting a Podium Client in generating its custom Referral Link through the Employee Landing Page, which is then used by a Qualified Referral to purchase its Podium Inbox or Bundle Subscription.
The Employee Referrer Bonus payout will be processed by Podium’s internal finance team after the applicable Referred Client has maintained a paid Podium Inbox or Bundle Subscription for at least two (2) months. The Employee Referrer Bonus will be subject to any appliable taxes.
Referred Client Bonus. Following a confirmed purchase of a new Podium Platform/Inbox subscription lasting at least two (2) months, a Referred Client may also be eligible to receive a one-time Referred Client Bonus (“Referred Client Bonus”), as more clearly set forth in the Bonus Table below. This Referred Client Bonus will be sent to the Referred Client business entity by email, using the primary contact listed on the applicable Podium Client account. Each Referred Client is solely response for ensuring that the contact information on its account is correct and up to date.
Referral Program Eligibility
1. To be eligible for participation in the AUS Referral Program, Client Referrers must agree to and comply with the following eligibility criteria. Client Referrer must be:
1. a current Podium Client;
2. current on owed accounts to Podium and must not be in breach of any of Podium's Terms of Service; and
3. located in Australia.
2. To be eligible for participation in the AUS Referral Program, Employee Referrers must agree to and comply with the following eligibility criteria. Employee Referrer must:
1. be currently employed by Podium
2. comply with the AUS Terms; and
3. be located in Australia.
3. The following are not eligible for the AUS Referral Program as Participants:
1. Podium Partners, including Reseller , Referral, Developer, Technology, or Managed Service Provider Partners;
2. Owners, operators, decision makers or employees of a business may not refer their own businesses as Referrals.
3. Podium Clients, businesses, or individuals located outside of Australia.
Qualified Referral Eligibility & Process
Client Referrers must (1) register each Referral via the Referral Portal OR (2) utilize a valid custom Referral Link, as provided by Podium, in order for any Referrals submitted to Podium to be considered a Qualified Referral. Each Referral submitted through the Referral Portal must include, at a minimum, the information required in the form, or as otherwise specified by Podium, including but not limited to name and contact details, which must be accurate and completed in full in order for the Referral to be accepted. By submitting a Referral, Client Referrers understand and agree that Podium may contact the referred party.
Additionally, to be considered a Qualified Referral for an Employee Referrer, a Referral must (1) be registered by the Employee, on behalf of a Podium Client, via the Employee Landing Page, OR (2) be processed using a valid Podium Client Referral Link, which the Employee Referrer assisted in generating via the Employee Landing Page.
1. Refusal. Podium may decline a Referral submission for any reason, including but not limited to the following:
1.1. Such Referral is
1.1.1. a current Podium Client;
1.1.2. a former Podium Client that has canceled Podium within the last 120 days;
1.1.3. a former or current Partner of Podium;
1.1.4. owned directly or indirectly by the Client Referrer referring that business;
1.1.5. an active Podium sales opportunity with contact in the past 30 days; or
1.2. Such Referral has already been submitted to Podium by a Partner, another referrer, another Podium Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Referral from multiple Podium Clients);
1.3. Such Referral does not meet Podium's qualification for its clients for reasons of credit worthiness, type of business, validity, of business, or location;
1.4. Such Referral is identified as a Podium competitor or Reseller Partner.
Participant's Code of Conduct
Participants must not violate any of these Terms, or otherwise engage in activity that could be considered harassment toward other users. Participants agree to not use the Program to:
1. Violate the intellectual property rights of Podium or any other third party;
2. Engage in any actions that are designed to disrupt or undermine the AUS Referral Program.
3. Make attempts to gain unauthorized access to Podium Technology or the AUS Referral Program for any reason;
4. Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Podium intellectual property or stop the function of the Podium Services;
5. Engage in behavior designed to annoy or harass others;
6. Engage in actions that disparage or malign or call into question Podium’s reputation;
7. Refer entities or individuals prohibited by Podium’s Terms of Service or Acceptable Use Policy
8. Engage in spam or violate the law. You agree that you will at all times remain compliant with all applicable Laws. If you use Podium’s Platform or tools to invite friends, family, or others to become users/clients of Podium, you will do so only in compliance with applicable Laws, these Terms, and the Podium Terms of Service. In particular, you represent and warrant that you will only send a text or email invitation to individuals who have provided you the necessary consent to receive such texts and or emails.
In particular, the following specific activities are prohibited:
8.1. Mass emailing and messaging people you do not personally know;
8.2. Use of automated systems or bots through any channel to distribute or post your referral code;
8.3. Use of scripts, or similar programmed dialers to send invites or to communicate referral codes; and
8.4. Posting referral codes on event or venue pages without express permission from the event or venue owner
9. Engage in misrepresentation. You will not attempt to mislead anyone in connection with the AUS Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
9.1. Impersonate any person or entity;
9.2. Create fake accounts, blogs, webpages, profiles, websites, links, or messages;
9.3. Misrepresent your relationship with Podium or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Podium);
9.4. Suggest that an affiliation or partnership exists with a third party where none exists.
9.5. Make misrepresentations with respect to the characteristics or qualification requirements for any Bonus(s). You acknowledge that Podium may change the characteristics or qualification requirements for any Bonus(es) in its discretion, and therefore you shall not represent any fixed characteristics.
Indemnification
By participating in the AUS Referral Program, you agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to comply with these Terms or any applicable laws, rules, and regulations during your participation in the AUS Referral Program, (b) any violation or claimed violation of a third party’s rights resulting from your participation in the AUS Referral Program; or (c) any negligence or willful misconduct arising out of your participation in the AUS Referral Program.
Bonus Table
Bonus Type
Bonus Amount
Bonus Timing
Bonus Limits
Client Referral Bonus
e-Gift Card in the amount of $700.00 AUD per Referred Client
$700.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription.
NA
Employee Referral Bonus
$700.00 AUD per Referred Client
Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription.
NA
Referred Client Bonus
e-Gift Card in the amount of $700.00 AUD per Referred Client
Bonus will be provided to Podium Client business after the Referred Client has completed the first two (2) months of its qualifying paid Podium Services
Limited to one (1) bonus per Referred Client.
Effective August 23rd 2024 to August 28th 2024
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Table of Contents
Podium Referral Program Terms (U.S.)
These Podium U.S. Referral Program Terms (these “ U.S. Terms”) govern your participation in the Podium U.S. Referral Program, as more fully described below (the “U.S. Referral Program”). By submitting a Referral or otherwise participating in the U.S. Referral Program, you agree to these Terms, which are an agreement between you and Podium Corporation, Inc., a Delaware corporation (“Podium“) and which are incorporated by this reference into the Podium Terms of Service. Podium reserves the right to amend the U.S. Terms and modify (including terminating) the U.S. Referral Program from time to time at its discretion. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service and any other terms and conditions referenced therein.
You will not have the authority, expressed or implied, to make any commitment or incur any obligation(s) on behalf of Podium other than those expressly set forth in these U.S. Terms.
Definitions
1. "Podium Client" means any business with a current paid Podium Inbox or Bundle Subscription.
2. "Referral" means a business entity referred to Podium by a Friend of Podium or Client Referrer directly (or through the assistance of an Employee Referrer) as a prospective Podium Client in accordance with the processes set forth in these U.S. Terms.
3. "Participant" means any Client Referrer, Employee Referrer, Friend of Podium, or Referred Client that participates in the U.S. Referral Program.
4. "Qualified Referral" means a Referral that meets the eligibility requirements set forth in these U.S. Terms and is accepted by Podium through the Referral Portal or which uses a valid referral code to purchase a Podium Inbox or Bundle Subscription. A "Qualified Referral" may not be an individual person.
5. "Referred Client" means a Qualified Referral that purchases a paid Podium Inbox or Bundle Subscription (as more fully described at https://www.podium.com/pricing/) and maintains that subscription for at least two (2) months.
6. "Client Referrer” means a Podium Client (including its Authorized Users) that meets the eligibility requirements set forth in these U.S. Terms and which submits a Referral to Podium in accordance with these U.S. Terms.
7. "Friends of Podium" means an individual or business (other than a Podium Client or Podium Employee) that meets the eligibility requirements set forth in these U.S. Terms and which submits a Referral to Podium in accordance with these U.S. Terms.
Referral Submission Program Overview
The U.S. Referral Program is offered by Podium and, subject to these U.S. Terms, provides Participants the opportunity to receive certain bonuses (as more fully defined below) (collectively “Bonuses”) as part of their participation in the U.S. Referral Program. These U.S. Terms apply to all Participants, including eligible Client Referrers, Employee Referrers, Friends of Podium, and Referred Clients, so please read carefully to understand your respective rights and obligations. The U.S. Referral Program is available to Participants located in the United States only.
Client Referral & Friends of Podium Referral Bonus. Subject to these U.S. Terms, including any applicable eligibility requirements, Client Referrers may receive a one-time bonus (“Client Referral Bonus”) in the amount set forth in the Bonus Table below (“Bonus Table”) for each Qualified Referral they submit and which becomes a Referred Client. In addition to the other eligibility requirements set forth below, in order to be considered a Qualified Referral, Client Referrers must submit/register each Referral by one of the following methods:
(1) By submitting all necessary Referral information into the Referral landing page ("Referral Portal") provided by Podium; or
(2) By providing the Referral with the Client Referrer's or the Friend Referrer's (as applicable) unique Podium referral link ("Referral Link"), which the Referral must use when purchasing the Podium Subscription.
The Client Referral bonus or Friend Referral Bonus will be sent to the applicable party only after the Referred Client has been a Podium Client for two (2) months. The Client Referral Bonus and Friend Referral Bonus (as applicable) is limited to ten (10) Bonuses per Client Referrer/Friend of Podium per year. These limits are set and may be adjusted at Podium's sole discretion.
Additionally, subject to any applicable limits set forth in these U.S. Terms, Client Referrers/Friends of Podium may also receive a bonus (as more fully described in the Bonus Table below) (“Client Demo Bonus” or "Friend Demo Bonus" as applicable) for each Qualified Referral they submit to Podium that either (1) attends a sales demo with a Podium Sales representative; OR (2) signs up for a qualified free trial of Podium Services. Any applicable Demo Bonus will be sent to the Client Referrer/Friend of Podium seven (7) days after the Qualified Referral has completed the Podium sales demo or a qualified free trial sign-up has been confirmed.
As a Client Referrer or Friend of Podium, if your combined annual Bonuses total $600.00 USD or more, you must complete and submit a W-9 Tax Form to Podium. Additionally, as a Client Referrer or Friend of Podium, you understand and agree that the relationship between you and Podium that of independent contractors. Nothing in these U.S. Terms will be deemed to create an employment, partnership, joint venture or agency relationship between you and Podium.
Employee Referral Bonus. Subject to these U.S. Terms, including any eligibility requirements, Employee Referrers may receive a one-time bonus ("Employee Referral Bonus") in the amount set forth in the Bonus Table below for each Referred Client they help refer to Podium by either:
(1) Submitting required Referral information, on behalf of a Podium Client, through the Podium Employee Referral landing page ("Employee Landing Page"); or
(2) assisting a Podium Client in generating its custom Referral Link through the Employee Landing Page, which is then used by a Qualified Referral to purchase its Podium Inbox or Bundle Subscription.
The Employee Referrer Bonus payout will be processed by Podium’s internal finance team after the applicable Referred Client has maintained a paid Podium Inbox or Bundle Subscription for at least two (2) months. The Employee Referrer Bonus will be subject to any appliable taxes.
Referred Client Bonus. Following a confirmed purchase of a new Podium Platform/Inbox subscription lasting at least two (2) months, a Referred Client may also be eligible to receive a one-time Referred Client Bonus (“Referred Client Bonus”), as more clearly set forth in the Bonus Table below. This Referred Client Bonus will be sent to the Referred Client business entity by email, using the primary contact listed on the applicable Podium Client account. Each Referred Client is solely response for ensuring that the contact information on its account is correct and up to date.
Referral Program Eligibility:
1. To be eligible for participation in the Referral Program, Client Referrers must agree to and comply with the following eligibility criteria. Client Referrer must be:
1. a current Podium Client;
2. current on owed accounts to Podium and must not be in breach of any of Podium's Terms of Service; and
3. located in the U.S.
2. To be eligible for participation in the U.S. Referral Program, Friends of Podium must agree to and comply with the following eligibility criteria. A Friend of Podium must:
1. comply with the U.S. Terms
2. be located in the U.S.
3. not be a Podium Client or Podium Employee
3. To be eligible for participation in the U.S. Referral Program, Employee Referrers must agree to and comply with the following eligibility criteria. Employee Referrer must:
1. be currently employed by Podium;
2. comply with the U.S. Terms; and
3. be located in the U.S.
4. The following are not eligible for the U.S. Referral Program as Participants:
1. Podium Partners, including Reseller, Referral Developer, Technology, or Managed Service Provider Partners;
2. Owners, operators, employees of a business may not refer their own businesses as Referrals.
3. Podium Clients, businesses, or individuals located outside the US.
Qualified Referral Eligibility & Process
Client Referrers and Friends of Podium must (1) register each Referral via the Referral Portal OR (2) utilize a valid custom Referral Link, as provided by Podium, in order for any Referrals submitted to Podium to be considered a Qualified Referral. Each Referral submitted through the Referral Portal must include, at a minimum, the information required in the form, or as otherwise specified by Podium, including but not limited to name and contact details, which must be accurate and completed in full in order for the Referral to be accepted. By submitting a Referra, Client Referrers and Friends of Podium understand and agree that Podium may contact the referred party.
Additionally, to be considered a Qualified Referral for an Employee Referrer, a Referral must (1) be registered by the Employee, on behalf of a Podium Client, via the Employee Landing Page, OR (2) be processed using a valid Podium Client Referral Link, which the Employee Referrer assisted in generating via the Employee Landing Page.
1. Refusal. Podium may decline a Referral submission for any reason, including but not limited to the following:
1.1. Such Referral is
1.1.1. a current Podium Client;
1.1.2. a former Podium Client that has canceled Podium within the last 120 days;
1.1.3. a former or current Partner of Podium;
1.1.4. owned directly or indirectly by the Client Referrer or the Friend of Podium referring that business;
1.1.5. an active Podium sales opportunity with contact in the past 30 days; or
1.2. Such Referral has already been submitted to Podium by a Partner, another referrer, another Podium Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Referral from multiple Podium Clients or Friends of Podium);
1.3. Such Referral does not meet Podium's qualification for its clients for reasons of credit worthiness, type of business, validity, of business, or location;
1.4. Such referral is identified as a Podium competitor or Reseller Partner.
Participant's Code of Conduct
Participants must not violate any of these U.S. Terms, or otherwise engage in activity that could be considered harassment toward other users. Participants agree to not use the Program to:
1. Violate the intellectual property rights of Podium or any other third party;
2. Engage in any actions that are designed to disrupt or undermine the U.S. Referral Program;
3. Make attempts to gain unauthorized access to Podium Technology or the U.S. Referral Program for any reason;
4. Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Podium intellectual property or stop the function of the Podium Services;
5. Engage in behavior designed to annoy or harass others;
6. Engage in actions that disparage or malign or call into question Podium's reputation;
7. Refer entities or individuals prohibited by Podium’s Terms of Service or Acceptable Use Policy;
8. Engage in spam or violate the law. You agree that you will at all times remain compliant with all applicable Laws. If you use Podium’s Platform or tools to invite friends, family, or others to become users/clients of Podium, you will do so only in compliance with applicable Laws, these U.S. Terms, and the Podium Terms of Service. In particular, you represent and warrant that you will only send a text or email invitation to individuals who have provided you the necessary consent to receive such texts and or emails.
In particular, the following specific activities are prohibited:
8.1. Mass emailing and messaging people you do not personally know;
8.2. Use of automated systems or bots through any channel to distribute or post your referral code;
8.3. Use of scripts, or similar programmed dialers to send invites or to communicate referral codes; and
8.4. Posting referral codes on event or venue pages without express permission from the event or venue owner.
9. Engage in misrepresentation. You will not attempt to mislead anyone in connection with the Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
9.1. Impersonate any person or entity;
9.2. Create fake accounts, blogs, webpages, profiles, websites, links, or messages;
9.3. Misrepresent your relationship with Podium or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Podium);
9.4. Suggest that an affiliation or partnership exists with a third party where none exists.
9.5. Make misrepresentations with respect to the characteristics or qualification requirements for any Bonus(es). You acknowledge that Podium may change the characteristics or qualification requirements for any Bonus(es) in its discretion, and therefore you shall not represent any fixed characteristics.
Indemnification.
By participating in the U.S. Referral Program, you agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to comply with these U.S. Terms or any applicable laws, rules, and regulations during your participation in the U.S. Referral Program, (b) any violation or claimed violation of a third party’s rights resulting from your participation in the U.S. Referral Program; or (c) any negligence or willful misconduct arising out of your participation in the U.S. Referral Program.
Bonus Table
Bonus Type Bonus Amount Bonus Timing Bonus Limits
Client Referral Bonus Visa Gift Card in the amount of $500.00 USD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. Limited to ten (10) Client Referral Bonuses per Client Referrer per year.
Client Demo Bonus Visa Gift Card in the amount of $25.00 USD for each Qualified Referral that attends a sales demo with a Podium Sales representative OR signs up for a qualified free trial of Podium Services $25.00 Bonus will be provided within seven (7) days of the applicable Qualified Referral starting a Podium Free Trial OR completing a sales demo for Podium Service with a Podium Sales Representative. Limited to ten (10) Client Demo Bonuses per Client Referrer per year.
Friend Referral Bonus Visa Gift Card in the amount of $500.00 USD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services Subscription. Limited to ten (10) Friend Referral Bonuses per Friend of Podium per year.
Friend Demo Bonus Visa Gift Card in the amount of $25.00 USD for each Qualified Referral that attends a sales demo with a Podium Sales Representative OR signs up for the qualified free trial of Podium Services $25.00 Bonus will be provided within seven (7) days of the applicable Qualified Referral starting a Podium Free Trial OR completing a sales demo for Podium Service with a Podium Sales Representative. Limited to ten (10) Friend Demo Bonuses per Friend of Podium per year.
Employee Referral Bonus $500.00 USD per Referred Client Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. NA
Referred Client Bonus Visa Gift Card in the amount of $500.00 USD per Referred Client Bonus will be provided to Podium Client business after the Referred Client has completed the first two (2) months of its qualifying paid Podium Services Limited to one (1) bonus per Referred Client.
Podium Referral Program Terms (AUS)
These Podium Australia Referral Program Terms (these “AUS Terms”) govern your participation in the Podium Australia Referral Program, as more fully described below (the “AUS Referral Program”). By submitting a Referral or otherwise participating in the AUS Referral Program, you agree to these AUS Terms, which are an agreement between you and Podium Corporation, Inc., a Delaware corporation (“Podium“) and which are incorporated by this reference into the Podium Terms of Service. Podium reserves the right to amend the AUS Terms and modify (including terminating) the AUS Referral Program from time to time at its discretion. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service and any other terms and conditions referenced therein. You will not have the authority, expressed or implied, to make any commitment or incur any obligation(s) on behalf of Podium other than those expressly set forth in these AUS Terms.
Definitions
1. "Podium Client" means any business with a current paid Podium Inbox or Bundle Subscription.
2. "Referral" means a business entity referred to Podium by a Client Referrer directly (or through the assistance of an Employee Referrer) as a prospective Podium Client in accordance with the processes set forth in these AUS Terms.
3. "Participant" means any Client Referrer, Employee Referrer, or Referred Client that participates in the AUS Referral Program.
4. "Qualified Referral" means a Referral that meets the eligibility requirements set forth in these AUS Terms and is accepted by Podium through the Referral Portal or which uses a valid referral code to purchase a Podium Inbox or Bundle Subscription. A "Qualified Referral" may not be an individual person.
5. "Referred Client" means a Qualified Referral that purchases a paid Podium Inbox or Bundle Subscription (as more fully described at https://www.podium.com/pricing/) and maintains that subscription for at least two (2) months.
6. "Client Referrer" means a Podium Client (including its Authorized Users) that meets the eligibility requirements set forth in these AUS Terms and which submits a Referral to Podium in accordance with these AUS Terms.
Referral Submission Program Overview
The AUS Referral Program is offered by Podium and, subject to these AUS Terms, provides Participants the opportunity to receive certain bonuses (as more fully defined below) (collectively “Bonuses”) as part of their participation in the AUS Referral Program. These AUS Terms apply to all Participants, including eligible Client Referrers, Employee Referrers, and Referred Clients, so please read carefully to understand your respective rights and obligations. The AUS Referral Program is available to Participants located in Australia only.
Client Referral Bonus. Subject to these AUS Terms, including any applicable eligibility requirements, Client Referrers may receive a one-time bonus (“Client Referral Bonus”) in the amount set forth in the Bonus Table below (“Bonus Table”) for each Qualified Referral they submit and which becomes a Referred Client. In addition to the other eligibility requirements set forth below, in order to be considered a Qualified Referral, Client Referrers must submit/register each Referral by one of the following methods:
(1) By submitting all necessary Referral information into the Referral landing page ("Referral Portal") provided by Podium; or
(2) By providing the Referral with the Client Referrer's unique Podium referral link ("Referral Link"), which the Referral must use when purchasing the Podium Subscription. The Client Referral bonus will be sent to the applicable party only after the Referred Client has been a Podium Client for two (2) months.
As a Client Referrer, you understand that you will be responsible for any taxes that become applicable due to your participation in the AUS Referral Program. Additionally, as a Client Referrer, you understand and agree that the relationship between you and Podium that of independent contractors. Nothing in these AUS Terms will be deemed to create an employment, partnership, joint venture or agency relationship between you and Podium.
Employee Referral Bonus. Subject to these AUS Terms, including any eligibility requirements, Employee Referrers may receive a one-time bonus ("Employee Referral Bonus") in the amount set forth in the Bonus Table below for each Referred Client they help refer to Podium by either:
(1) Submitting required Referral information, on behalf of a Podium Client, through the Podium Employee Referral landing page ("Employee Landing Page"); or
(2) assisting a Podium Client in generating its custom Referral Link through the Employee Landing Page, which is then used by a Qualified Referral to purchase its Podium Inbox or Bundle Subscription.
The Employee Referrer Bonus payout will be processed by Podium’s internal finance team after the applicable Referred Client has maintained a paid Podium Inbox or Bundle Subscription for at least two (2) months. The Employee Referrer Bonus will be subject to any appliable taxes.
Referred Client Bonus. Following a confirmed purchase of a new Podium Platform/Inbox subscription lasting at least two (2) months, a Referred Client may also be eligible to receive a one-time Referred Client Bonus (“Referred Client Bonus”), as more clearly set forth in the Bonus Table below. This Referred Client Bonus will be sent to the Referred Client business entity by email, using the primary contact listed on the applicable Podium Client account. Each Referred Client is solely response for ensuring that the contact information on its account is correct and up to date.
Referral Program Eligibility
1. To be eligible for participation in the AUS Referral Program, Client Referrers must agree to and comply with the following eligibility criteria. Client Referrer must be:
1. a current Podium Client;
2. current on owed accounts to Podium and must not be in breach of any of Podium's Terms of Service; and
3. located in Australia.
2. To be eligible for participation in the AUS Referral Program, Employee Referrers must agree to and comply with the following eligibility criteria. Employee Referrer must:
1. be currently employed by Podium
2. comply with the AUS Terms; and
3. be located in Australia.
3. The following are not eligible for the AUS Referral Program as Participants:
1. Podium Partners, including Reseller , Referral, Developer, Technology, or Managed Service Provider Partners;
2. Owners, operators, decision makers or employees of a business may not refer their own businesses as Referrals.
3. Podium Clients, businesses, or individuals located outside of Australia.
Qualified Referral Eligibility & Process
Client Referrers must (1) register each Referral via the Referral Portal OR (2) utilize a valid custom Referral Link, as provided by Podium, in order for any Referrals submitted to Podium to be considered a Qualified Referral. Each Referral submitted through the Referral Portal must include, at a minimum, the information required in the form, or as otherwise specified by Podium, including but not limited to name and contact details, which must be accurate and completed in full in order for the Referral to be accepted. By submitting a Referral, Client Referrers understand and agree that Podium may contact the referred party.
Additionally, to be considered a Qualified Referral for an Employee Referrer, a Referral must (1) be registered by the Employee, on behalf of a Podium Client, via the Employee Landing Page, OR (2) be processed using a valid Podium Client Referral Link, which the Employee Referrer assisted in generating via the Employee Landing Page.
1. Refusal. Podium may decline a Referral submission for any reason, including but not limited to the following:
1.1. Such Referral is
1.1.1. a current Podium Client;
1.1.2. a former Podium Client that has canceled Podium within the last 120 days;
1.1.3. a former or current Partner of Podium;
1.1.4. owned directly or indirectly by the Client Referrer referring that business;
1.1.5. an active Podium sales opportunity with contact in the past 30 days; or
1.2. Such Referral has already been submitted to Podium by a Partner, another referrer, another Podium Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Referral from multiple Podium Clients);
1.3. Such Referral does not meet Podium's qualification for its clients for reasons of credit worthiness, type of business, validity, of business, or location;
1.4. Such Referral is identified as a Podium competitor or Reseller Partner.
Participant's Code of Conduct
Participants must not violate any of these Terms, or otherwise engage in activity that could be considered harassment toward other users. Participants agree to not use the Program to:
1. Violate the intellectual property rights of Podium or any other third party;
2. Engage in any actions that are designed to disrupt or undermine the AUS Referral Program.
3. Make attempts to gain unauthorized access to Podium Technology or the AUS Referral Program for any reason;
4. Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Podium intellectual property or stop the function of the Podium Services;
5. Engage in behavior designed to annoy or harass others;
6. Engage in actions that disparage or malign or call into question Podium’s reputation;
7. Refer entities or individuals prohibited by Podium’s Terms of Service or Acceptable Use Policy
8. Engage in spam or violate the law. You agree that you will at all times remain compliant with all applicable Laws. If you use Podium’s Platform or tools to invite friends, family, or others to become users/clients of Podium, you will do so only in compliance with applicable Laws, these Terms, and the Podium Terms of Service. In particular, you represent and warrant that you will only send a text or email invitation to individuals who have provided you the necessary consent to receive such texts and or emails.
In particular, the following specific activities are prohibited:
8.1. Mass emailing and messaging people you do not personally know;
8.2. Use of automated systems or bots through any channel to distribute or post your referral code;
8.3. Use of scripts, or similar programmed dialers to send invites or to communicate referral codes; and
8.4. Posting referral codes on event or venue pages without express permission from the event or venue owner
9. Engage in misrepresentation. You will not attempt to mislead anyone in connection with the AUS Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
9.1. Impersonate any person or entity;
9.2. Create fake accounts, blogs, webpages, profiles, websites, links, or messages;
9.3. Misrepresent your relationship with Podium or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Podium);
9.4. Suggest that an affiliation or partnership exists with a third party where none exists.
9.5. Make misrepresentations with respect to the characteristics or qualification requirements for any Bonus(s). You acknowledge that Podium may change the characteristics or qualification requirements for any Bonus(es) in its discretion, and therefore you shall not represent any fixed characteristics.
Indemnification
By participating in the AUS Referral Program, you agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to comply with these Terms or any applicable laws, rules, and regulations during your participation in the AUS Referral Program, (b) any violation or claimed violation of a third party’s rights resulting from your participation in the AUS Referral Program; or (c) any negligence or willful misconduct arising out of your participation in the AUS Referral Program.
Bonus Table
Bonus Type
Bonus Amount
Bonus Timing
Bonus Limits
Client Referral Bonus
e-Gift Card in the amount of $700.00 AUD per Referred Client
$700.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription.
NA
Employee Referral Bonus
$700.00 AUD per Referred Client
Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription.
NA
Referred Client Bonus
e-Gift Card in the amount of $700.00 AUD per Referred Client
Bonus will be provided to Podium Client business after the Referred Client has completed the first two (2) months of its qualifying paid Podium Services
Limited to one (1) bonus per Referred Client.
Effective August 15th 2024 to August 23rd 2024
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Table of Contents
Podium Referral Program Terms (U.S.)
These Podium U.S. Referral Program Terms (these “ U.S. Terms”) govern your participation in the Podium U.S. Referral Program, as more fully described below (the “U.S. Referral Program”). By submitting a Referral or otherwise participating in the U.S. Referral Program, you agree to these Terms, which are an agreement between you and Podium Corporation, Inc., a Delaware corporation (“Podium“) and which are incorporated by this reference into the Podium Terms of Service. Podium reserves the right to amend the U.S. Terms and modify (including terminating) the U.S. Referral Program from time to time at its discretion. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service and any other terms and conditions referenced therein.
You will not have the authority, expressed or implied, to make any commitment or incur any obligation(s) on behalf of Podium other than those expressly set forth in these U.S. Terms.
Definitions
1. "Podium Client" means any business with a current paid Podium Inbox or Bundle Subscription.
2. "Referral" means a business entity referred to Podium by a Friend of Podium or Client Referrer directly (or through the assistance of an Employee Referrer) as a prospective Podium Client in accordance with the processes set forth in these U.S. Terms.
3. "Participant" means any Client Referrer, Employee Referrer, Friend of Podium, or Referred Client that participates in the U.S. Referral Program.
4. "Qualified Referral" means a Referral that meets the eligibility requirements set forth in these U.S. Terms and is accepted by Podium through the Referral Portal or which uses a valid referral code to purchase a Podium Inbox or Bundle Subscription. A "Qualified Referral" may not be an individual person.
5. "Referred Client" means a Qualified Referral that purchases a paid Podium Inbox or Bundle Subscription (as more fully described at https://www.podium.com/pricing/) and maintains that subscription for at least two (2) months.
6. "Client Referrer” means a Podium Client (including its Authorized Users) that meets the eligibility requirements set forth in these U.S. Terms and which submits a Referral to Podium in accordance with these U.S. Terms.
7. "Friends of Podium" means an individual or business (other than a Podium Client or Podium Employee) that meets the eligibility requirements set forth in these U.S. Terms and which submits a Referral to Podium in accordance with these U.S. Terms.
Referral Submission Program Overview
The U.S. Referral Program is offered by Podium and, subject to these U.S. Terms, provides Participants the opportunity to receive certain bonuses (as more fully defined below) (collectively “Bonuses”) as part of their participation in the U.S. Referral Program. These U.S. Terms apply to all Participants, including eligible Client Referrers, Employee Referrers, Friends of Podium, and Referred Clients, so please read carefully to understand your respective rights and obligations. The U.S. Referral Program is available to Participants located in the United States only.
Client Referral & Friends of Podium Referral Bonus. Subject to these U.S. Terms, including any applicable eligibility requirements, Client Referrers may receive a one-time bonus (“Client Referral Bonus”) in the amount set forth in the Bonus Table below (“Bonus Table”) for each Qualified Referral they submit and which becomes a Referred Client. In addition to the other eligibility requirements set forth below, in order to be considered a Qualified Referral, Client Referrers must submit/register each Referral by one of the following methods:
(1) By submitting all necessary Referral information into the Referral landing page ("Referral Portal") provided by Podium; or
(2) By providing the Referral with the Client Referrer's or the Friend Referrer's (as applicable) unique Podium referral link ("Referral Link"), which the Referral must use when purchasing the Podium Subscription.
The Client Referral bonus or Friend Referral Bonus will be sent to the applicable party only after the Referred Client has been a Podium Client for two (2) months. The Client Referral Bonus and Friend Referral Bonus (as applicable) is limited to ten (10) Bonuses per Client Referrer/Friend of Podium per year. These limits are set and may be adjusted at Podium's sole discretion.
Additionally, subject to any applicable limits set forth in these U.S. Terms, Client Referrers/Friends of Podium may also receive a bonus (as more fully described in the Bonus Table below) (“Client Demo Bonus” or "Friend Demo Bonus" as applicable) for each Qualified Referral they submit to Podium that either (1) attends a sales demo with a Podium Sales representative; OR (2) signs up for a qualified free trial of Podium Services. Any applicable Demo Bonus will be sent to the Client Referrer/Friend of Podium seven (7) days after the Qualified Referral has completed the Podium sales demo or a qualified free trial sign-up has been confirmed.
As a Client Referrer or Friend of Podium, if your combined annual Bonuses total $600.00 USD or more, you must complete and submit a W-9 Tax Form to Podium. Additionally, as a Client Referrer or Friend of Podium, you understand and agree that the relationship between you and Podium that of independent contractors. Nothing in these U.S. Terms will be deemed to create an employment, partnership, joint venture or agency relationship between you and Podium.
Employee Referral Bonus. Subject to these U.S. Terms, including any eligibility requirements, Employee Referrers may receive a one-time bonus ("Employee Referral Bonus") in the amount set forth in the Bonus Table below for each Referred Client they help refer to Podium by either:
(1) Submitting required Referral information, on behalf of a Podium Client, through the Podium Employee Referral landing page ("Employee Landing Page"); or
(2) assisting a Podium Client in generating its custom Referral Link through the Employee Landing Page, which is then used by a Qualified Referral to purchase its Podium Inbox or Bundle Subscription.
The Employee Referrer Bonus payout will be processed by Podium’s internal finance team after the applicable Referred Client has maintained a paid Podium Inbox or Bundle Subscription for at least two (2) months. The Employee Referrer Bonus will be subject to any appliable taxes.
Referred Client Bonus. Following a confirmed purchase of a new Podium Platform/Inbox subscription lasting at least two (2) months, a Referred Client may also be eligible to receive a one-time Referred Client Bonus (“Referred Client Bonus”), as more clearly set forth in the Bonus Table below. This Referred Client Bonus will be sent to the Referred Client business entity by email, using the primary contact listed on the applicable Podium Client account. Each Referred Client is solely response for ensuring that the contact information on its account is correct and up to date.
Referral Program Eligibility:
1. To be eligible for participation in the Referral Program, Client Referrers must agree to and comply with the following eligibility criteria. Client Referrer must be:
1. a current Podium Client;
2. current on owed accounts to Podium and must not be in breach of any of Podium's Terms of Service; and
3. located in the U.S.
2. To be eligible for participation in the U.S. Referral Program, Friends of Podium must agree to and comply with the following eligibility criteria. A Friend of Podium must:
1. comply with the U.S. Terms
2. be located in the U.S.
3. not be a Podium Client or Podium Employee
3. To be eligible for participation in the U.S. Referral Program, Employee Referrers must agree to and comply with the following eligibility criteria. Employee Referrer must:
1. be currently employed by Podium;
2. comply with the U.S. Terms; and
3. be located in the U.S.
4. The following are not eligible for the U.S. Referral Program as Participants:
1. Podium Partners, including Reseller, Referral Developer, Technology, or Managed Service Provider Partners;
2. Owners, operators, employees of a business may not refer their own businesses as Referrals.
3. Podium Clients, businesses, or individuals located outside the US.
Qualified Referral Eligibility & Process
Client Referrers and Friends of Podium must (1) register each Referral via the Referral Portal OR (2) utilize a valid custom Referral Link, as provided by Podium, in order for any Referrals submitted to Podium to be considered a Qualified Referral. Each Referral submitted through the Referral Portal must include, at a minimum, the information required in the form, or as otherwise specified by Podium, including but not limited to name and contact details, which must be accurate and completed in full in order for the Referral to be accepted. By submitting a Referra, Client Referrers and Friends of Podium understand and agree that Podium may contact the referred party.
Additionally, to be considered a Qualified Referral for an Employee Referrer, a Referral must (1) be registered by the Employee, on behalf of a Podium Client, via the Employee Landing Page, OR (2) be processed using a valid Podium Client Referral Link, which the Employee Referrer assisted in generating via the Employee Landing Page.
1. Refusal. Podium may decline a Referral submission for any reason, including but not limited to the following:
1.1. Such Referral is
1.1.1. a current Podium Client;
1.1.2. a former Podium Client that has canceled Podium within the last 120 days;
1.1.3. a former or current Partner of Podium;
1.1.4. owned directly or indirectly by the Client Referrer or the Friend of Podium referring that business;
1.1.5. an active Podium sales opportunity with contact in the past 30 days; or
1.2. Such Referral has already been submitted to Podium by a Partner, another referrer, another Podium Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Referral from multiple Podium Clients or Friends of Podium);
1.3. Such Referral does not meet Podium's qualification for its clients for reasons of credit worthiness, type of business, validity, of business, or location;
1.4. Such referral is identified as a Podium competitor or Reseller Partner.
Participant's Code of Conduct
Participants must not violate any of these U.S. Terms, or otherwise engage in activity that could be considered harassment toward other users. Participants agree to not use the Program to:
1. Violate the intellectual property rights of Podium or any other third party;
2. Engage in any actions that are designed to disrupt or undermine the U.S. Referral Program;
3. Make attempts to gain unauthorized access to Podium Technology or the U.S. Referral Program for any reason;
4. Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Podium intellectual property or stop the function of the Podium Services;
5. Engage in behavior designed to annoy or harass others;
6. Engage in actions that disparage or malign or call into question Podium's reputation;
7. Refer entities or individuals prohibited by Podium’s Terms of Service or Acceptable Use Policy;
8. Engage in spam or violate the law. You agree that you will at all times remain compliant with all applicable Laws. If you use Podium’s Platform or tools to invite friends, family, or others to become users/clients of Podium, you will do so only in compliance with applicable Laws, these U.S. Terms, and the Podium Terms of Service. In particular, you represent and warrant that you will only send a text or email invitation to individuals who have provided you the necessary consent to receive such texts and or emails.
In particular, the following specific activities are prohibited:
8.1. Mass emailing and messaging people you do not personally know;
8.2. Use of automated systems or bots through any channel to distribute or post your referral code;
8.3. Use of scripts, or similar programmed dialers to send invites or to communicate referral codes; and
8.4. Posting referral codes on event or venue pages without express permission from the event or venue owner.
9. Engage in misrepresentation. You will not attempt to mislead anyone in connection with the Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
9.1. Impersonate any person or entity;
9.2. Create fake accounts, blogs, webpages, profiles, websites, links, or messages;
9.3. Misrepresent your relationship with Podium or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Podium);
9.4. Suggest that an affiliation or partnership exists with a third party where none exists.
9.5. Make misrepresentations with respect to the characteristics or qualification requirements for any Bonus(es). You acknowledge that Podium may change the characteristics or qualification requirements for any Bonus(es) in its discretion, and therefore you shall not represent any fixed characteristics.
Indemnification.
By participating in the U.S. Referral Program, you agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to comply with these U.S. Terms or any applicable laws, rules, and regulations during your participation in the U.S. Referral Program, (b) any violation or claimed violation of a third party’s rights resulting from your participation in the U.S. Referral Program; or (c) any negligence or willful misconduct arising out of your participation in the U.S. Referral Program.
Bonus Table
Bonus Type Bonus Amount Bonus Timing Bonus Limits
Client Referral Bonus Visa Gift Card in the amount of $500.00 USD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. Limited to ten (10) Client Referral Bonuses per Client Referrer per year.
Client Demo Bonus Visa Gift Card in the amount of $25.00 USD for each Qualified Referral that attends a sales demo with a Podium Sales representative OR signs up for a qualified free trial of Podium Services $25.00 Bonus will be provided within seven (7) days of the applicable Qualified Referral starting a Podium Free Trial OR completing a sales demo for Podium Service with a Podium Sales Representative. Limited to ten (10) Client Demo Bonuses per Client Referrer per year.
Friend Referral Bonus Visa Gift Card in the amount of $500.00 USD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services Subscription. Limited to ten (10) Friend Referral Bonuses per Friend of Podium per year.
Friend Demo Bonus Visa Gift Card in the amount of $25.00 USD for each Qualified Referral that attends a sales demo with a Podium Sales Representative OR signs up for the qualified free trial of Podium Services $25.00 Bonus will be provided within seven (7) days of the applicable Qualified Referral starting a Podium Free Trial OR completing a sales demo for Podium Service with a Podium Sales Representative. Limited to ten (10) Friend Demo Bonuses per Friend of Podium per year.
Employee Referral Bonus $500.00 USD per Referred Client Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. NA
Referred Client Bonus Visa Gift Card in the amount of $500.00 USD per Referred Client Bonus will be provided to Podium Client business after the Referred Client has completed the first two (2) months of its qualifying paid Podium Services Limited to one (1) bonus per Referred Client.
Podium Referral Program Terms (AUS)
These Podium Australia Referral Program Terms (these “AUS Terms”) govern your participation in the Podium Australia Referral Program, as more fully described below (the “AUS Referral Program”). By submitting a Referral or otherwise participating in the AUS Referral Program, you agree to these AUS Terms, which are an agreement between you and Podium Corporation, Inc., a Delaware corporation (“Podium“) and which are incorporated by this reference into the Podium Terms of Service. Podium reserves the right to amend the AUS Terms and modify (including terminating) the AUS Referral Program from time to time at its discretion. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service and any other terms and conditions referenced therein. You will not have the authority, expressed or implied, to make any commitment or incur any obligation(s) on behalf of Podium other than those expressly set forth in these AUS Terms.
Definitions
1. "Podium Client" means any business with a current paid Podium Inbox or Bundle Subscription.
2. "Referral" means a business entity referred to Podium by a Client Referrer directly (or through the assistance of an Employee Referrer) as a prospective Podium Client in accordance with the processes set forth in these AUS Terms.
3. "Participant" means any Client Referrer, Employee Referrer, or Referred Client that participates in the AUS Referral Program.
4. "Qualified Referral" means a Referral that meets the eligibility requirements set forth in these AUS Terms and is accepted by Podium through the Referral Portal or which uses a valid referral code to purchase a Podium Inbox or Bundle Subscription. A "Qualified Referral" may not be an individual person.
5. "Referred Client" means a Qualified Referral that purchases a paid Podium Inbox or Bundle Subscription (as more fully described at https://www.podium.com/pricing/) and maintains that subscription for at least two (2) months.
6. "Client Referrer" means a Podium Client (including its Authorized Users) that meets the eligibility requirements set forth in these AUS Terms and which submits a Referral to Podium in accordance with these AUS Terms.
Referral Submission Program Overview
The AUS Referral Program is offered by Podium and, subject to these AUS Terms, provides Participants the opportunity to receive certain bonuses (as more fully defined below) (collectively “Bonuses”) as part of their participation in the AUS Referral Program. These AUS Terms apply to all Participants, including eligible Client Referrers, Employee Referrers, and Referred Clients, so please read carefully to understand your respective rights and obligations. The AUS Referral Program is available to Participants located in Australia only.
Client Referral Bonus. Subject to these AUS Terms, including any applicable eligibility requirements, Client Referrers may receive a one-time bonus (“Client Referral Bonus”) in the amount set forth in the Bonus Table below (“Bonus Table”) for each Qualified Referral they submit and which becomes a Referred Client. In addition to the other eligibility requirements set forth below, in order to be considered a Qualified Referral, Client Referrers must submit/register each Referral by one of the following methods:
(1) By submitting all necessary Referral information into the Referral landing page ("Referral Portal") provided by Podium; or
(2) By providing the Referral with the Client Referrer's unique Podium referral link ("Referral Link"), which the Referral must use when purchasing the Podium Subscription. The Client Referral bonus will be sent to the applicable party only after the Referred Client has been a Podium Client for two (2) months.
Additionally, subject to any applicable limits set forth in these AUS Terms, Client Referrers may also receive a bonus (as more fully described in the Bonus Table below) (“Client Demo Bonus”) for each Qualified Referral they submit to Podium that signs up for a qualified free trial of Podium Services.
As a Client Referrer, you understand that you will be responsible for any taxes that become applicable due to your participation in the AUS Referral Program. Additionally, as a Client Referrer, you understand and agree that the relationship between you and Podium that of independent contractors. Nothing in these AUS Terms will be deemed to create an employment, partnership, joint venture or agency relationship between you and Podium.
Employee Referral Bonus. Subject to these AUS Terms, including any eligibility requirements, Employee Referrers may receive a one-time bonus ("Employee Referral Bonus") in the amount set forth in the Bonus Table below for each Referred Client they help refer to Podium by either:
(1) Submitting required Referral information, on behalf of a Podium Client, through the Podium Employee Referral landing page ("Employee Landing Page"); or
(2) assisting a Podium Client in generating its custom Referral Link through the Employee Landing Page, which is then used by a Qualified Referral to purchase its Podium Inbox or Bundle Subscription.
The Employee Referrer Bonus payout will be processed by Podium’s internal finance team after the applicable Referred Client has maintained a paid Podium Inbox or Bundle Subscription for at least two (2) months. The Employee Referrer Bonus will be subject to any appliable taxes.
Referred Client Bonus. Following a confirmed purchase of a new Podium Platform/Inbox subscription lasting at least two (2) months, a Referred Client may also be eligible to receive a one-time Referred Client Bonus (“Referred Client Bonus”), as more clearly set forth in the Bonus Table below. This Referred Client Bonus will be sent to the Referred Client business entity by email, using the primary contact listed on the applicable Podium Client account. Each Referred Client is solely response for ensuring that the contact information on its account is correct and up to date.
Referral Program Eligibility
1. To be eligible for participation in the AUS Referral Program, Client Referrers must agree to and comply with the following eligibility criteria. Client Referrer must be:
1. a current Podium Client;
2. current on owed accounts to Podium and must not be in breach of any of Podium's Terms of Service; and
3. located in Australia.
2. To be eligible for participation in the AUS Referral Program, Employee Referrers must agree to and comply with the following eligibility criteria. Employee Referrer must:
1. be currently employed by Podium
2. comply with the AUS Terms; and
3. be located in Australia.
3. The following are not eligible for the AUS Referral Program as Participants:
1. Podium Partners, including Reseller , Referral, Developer, Technology, or Managed Service Provider Partners;
2. Owners, operators, decision makers or employees of a business may not refer their own businesses as Referrals.
3. Podium Clients, businesses, or individuals located outside of Australia.
Qualified Referral Eligibility & Process
Client Referrers must (1) register each Referral via the Referral Portal OR (2) utilize a valid custom Referral Link, as provided by Podium, in order for any Referrals submitted to Podium to be considered a Qualified Referral. Each Referral submitted through the Referral Portal must include, at a minimum, the information required in the form, or as otherwise specified by Podium, including but not limited to name and contact details, which must be accurate and completed in full in order for the Referral to be accepted. By submitting a Referral, Client Referrers understand and agree that Podium may contact the referred party.
Additionally, to be considered a Qualified Referral for an Employee Referrer, a Referral must (1) be registered by the Employee, on behalf of a Podium Client, via the Employee Landing Page, OR (2) be processed using a valid Podium Client Referral Link, which the Employee Referrer assisted in generating via the Employee Landing Page.
1. Refusal. Podium may decline a Referral submission for any reason, including but not limited to the following:
1.1. Such Referral is
1.1.1. a current Podium Client;
1.1.2. a former Podium Client that has canceled Podium within the last 120 days;
1.1.3. a former or current Partner of Podium;
1.1.4. owned directly or indirectly by the Client Referrer referring that business;
1.1.5. an active Podium sales opportunity with contact in the past 30 days; or
1.2. Such Referral has already been submitted to Podium by a Partner, another referrer, another Podium Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Referral from multiple Podium Clients);
1.3. Such Referral does not meet Podium's qualification for its clients for reasons of credit worthiness, type of business, validity, of business, or location;
1.4. Such Referral is identified as a Podium competitor or Reseller Partner.
Participant's Code of Conduct
Participants must not violate any of these Terms, or otherwise engage in activity that could be considered harassment toward other users. Participants agree to not use the Program to:
1. Violate the intellectual property rights of Podium or any other third party;
2. Engage in any actions that are designed to disrupt or undermine the AUS Referral Program.
3. Make attempts to gain unauthorized access to Podium Technology or the AUS Referral Program for any reason;
4. Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Podium intellectual property or stop the function of the Podium Services;
5. Engage in behavior designed to annoy or harass others;
6. Engage in actions that disparage or malign or call into question Podium’s reputation;
7. Refer entities or individuals prohibited by Podium’s Terms of Service or Acceptable Use Policy
8. Engage in spam or violate the law. You agree that you will at all times remain compliant with all applicable Laws. If you use Podium’s Platform or tools to invite friends, family, or others to become users/clients of Podium, you will do so only in compliance with applicable Laws, these Terms, and the Podium Terms of Service. In particular, you represent and warrant that you will only send a text or email invitation to individuals who have provided you the necessary consent to receive such texts and or emails.
In particular, the following specific activities are prohibited:
8.1. Mass emailing and messaging people you do not personally know;
8.2. Use of automated systems or bots through any channel to distribute or post your referral code;
8.3. Use of scripts, or similar programmed dialers to send invites or to communicate referral codes; and
8.4. Posting referral codes on event or venue pages without express permission from the event or venue owner
9. Engage in misrepresentation. You will not attempt to mislead anyone in connection with the AUS Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
9.1. Impersonate any person or entity;
9.2. Create fake accounts, blogs, webpages, profiles, websites, links, or messages;
9.3. Misrepresent your relationship with Podium or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Podium);
9.4. Suggest that an affiliation or partnership exists with a third party where none exists.
9.5. Make misrepresentations with respect to the characteristics or qualification requirements for any Bonus(s). You acknowledge that Podium may change the characteristics or qualification requirements for any Bonus(es) in its discretion, and therefore you shall not represent any fixed characteristics.
Indemnification
By participating in the AUS Referral Program, you agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to comply with these Terms or any applicable laws, rules, and regulations during your participation in the AUS Referral Program, (b) any violation or claimed violation of a third party’s rights resulting from your participation in the AUS Referral Program; or (c) any negligence or willful misconduct arising out of your participation in the AUS Referral Program.
Bonus Table
Bonus Type
Bonus Amount
Bonus Timing
Bonus Limits
Client Referral Bonus
e-Gift Card in the amount of $700.00 AUD per Referred Client
$700.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription.
NA
Employee Referral Bonus
$700.00 AUD per Referred Client
Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription.
NA
Referred Client Bonus
e-Gift Card in the amount of $700.00 AUD per Referred Client
Bonus will be provided to Podium Client business after the Referred Client has completed the first two (2) months of its qualifying paid Podium Services
Limited to one (1) bonus per Referred Client.
Effective May 4th 2023 to August 15th 2024
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Table of Contents
Podium Referral Program Terms (U.S.)
These Podium U.S. Referral Program Terms (these “ U.S. Terms”) govern your participation in the Podium U.S. Referral Program, as more fully described below (the “U.S. Referral Program”). By submitting a Referral or otherwise participating in the U.S. Referral Program, you agree to these Terms, which are an agreement between you and Podium Corporation, Inc., a Delaware corporation (“Podium“) and which are incorporated by this reference into the Podium Terms of Service. Podium reserves the right to amend the U.S. Terms and modify (including terminating) the U.S. Referral Program from time to time at its discretion. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service and any other terms and conditions referenced therein.
You will not have the authority, expressed or implied, to make any commitment or incur any obligation(s) on behalf of Podium other than those expressly set forth in these U.S. Terms.
Definitions
1. "Podium Client" means any business with a current paid Podium Inbox or Bundle Subscription.
2. "Referral" means a business entity referred to Podium by a Friend of Podium or Client Referrer directly (or through the assistance of an Employee Referrer) as a prospective Podium Client in accordance with the processes set forth in these U.S. Terms.
3. "Participant" means any Client Referrer, Employee Referrer, Friend of Podium, or Referred Client that participates in the U.S. Referral Program.
4. "Qualified Referral" means a Referral that meets the eligibility requirements set forth in these U.S. Terms and is accepted by Podium through the Referral Portal or which uses a valid referral code to purchase a Podium Inbox or Bundle Subscription. A "Qualified Referral" may not be an individual person.
5. "Referred Client" means a Qualified Referral that purchases a paid Podium Inbox or Bundle Subscription (as more fully described at https://www.podium.com/pricing/) and maintains that subscription for at least two (2) months.
6. "Client Referrer” means a Podium Client (including its Authorized Users) that meets the eligibility requirements set forth in these U.S. Terms and which submits a Referral to Podium in accordance with these U.S. Terms.
7. "Friends of Podium" means an individual or business (other than a Podium Client or Podium Employee) that meets the eligibility requirements set forth in these U.S. Terms and which submits a Referral to Podium in accordance with these U.S. Terms.
Referral Submission Program Overview
The U.S. Referral Program is offered by Podium and, subject to these U.S. Terms, provides Participants the opportunity to receive certain bonuses (as more fully defined below) (collectively “Bonuses”) as part of their participation in the U.S. Referral Program. These U.S. Terms apply to all Participants, including eligible Client Referrers, Employee Referrers, Friends of Podium, and Referred Clients, so please read carefully to understand your respective rights and obligations. The U.S. Referral Program is available to Participants located in the United States only.
Client Referral & Friends of Podium Referral Bonus. Subject to these U.S. Terms, including any applicable eligibility requirements, Client Referrers may receive a one-time bonus (“Client Referral Bonus”) in the amount set forth in the Bonus Table below (“Bonus Table”) for each Qualified Referral they submit and which becomes a Referred Client. In addition to the other eligibility requirements set forth below, in order to be considered a Qualified Referral, Client Referrers must submit/register each Referral by one of the following methods:
(1) By submitting all necessary Referral information into the Referral landing page ("Referral Portal") provided by Podium; or
(2) By providing the Referral with the Client Referrer's or the Friend Referrer's (as applicable) unique Podium referral link ("Referral Link"), which the Referral must use when purchasing the Podium Subscription.
The Client Referral bonus or Friend Referral Bonus will be sent to the applicable party only after the Referred Client has been a Podium Client for two (2) months. The Client Referral Bonus and Friend Referral Bonus (as applicable) is limited to ten (10) Bonuses per Client Referrer/Friend of Podium per year. These limits are set and may be adjusted at Podium's sole discretion.
Additionally, subject to any applicable limits set forth in these U.S. Terms, Client Referrers/Friends of Podium may also receive a bonus (as more fully described in the Bonus Table below) (“Client Demo Bonus” or "Friend Demo Bonus" as applicable) for each Qualified Referral they submit to Podium that either (1) attends a sales demo with a Podium Sales representative; OR (2) signs up for a qualified free trial of Podium Services. Any applicable Demo Bonus will be sent to the Client Referrer/Friend of Podium seven (7) days after the Qualified Referral has completed the Podium sales demo or a qualified free trial sign-up has been confirmed.
As a Client Referrer or Friend of Podium, if your combined annual Bonuses total $600.00 USD or more, you must complete and submit a W-9 Tax Form to Podium. Additionally, as a Client Referrer or Friend of Podium, you understand and agree that the relationship between you and Podium that of independent contractors. Nothing in these U.S. Terms will be deemed to create an employment, partnership, joint venture or agency relationship between you and Podium.
Employee Referral Bonus. Subject to these U.S. Terms, including any eligibility requirements, Employee Referrers may receive a one-time bonus ("Employee Referral Bonus") in the amount set forth in the Bonus Table below for each Referred Client they help refer to Podium by either:
(1) Submitting required Referral information, on behalf of a Podium Client, through the Podium Employee Referral landing page ("Employee Landing Page"); or
(2) assisting a Podium Client in generating its custom Referral Link through the Employee Landing Page, which is then used by a Qualified Referral to purchase its Podium Inbox or Bundle Subscription.
The Employee Referrer Bonus payout will be processed by Podium’s internal finance team after the applicable Referred Client has maintained a paid Podium Inbox or Bundle Subscription for at least two (2) months. The Employee Referrer Bonus will be subject to any appliable taxes.
Referred Client Bonus. Following a confirmed purchase of a new Podium Platform/Inbox subscription lasting at least two (2) months, a Referred Client may also be eligible to receive a one-time Referred Client Bonus (“Referred Client Bonus”), as more clearly set forth in the Bonus Table below. This Referred Client Bonus will be sent to the Referred Client business entity by email, using the primary contact listed on the applicable Podium Client account. Each Referred Client is solely response for ensuring that the contact information on its account is correct and up to date.
Referral Program Eligibility:
1. To be eligible for participation in the Referral Program, Client Referrers must agree to and comply with the following eligibility criteria. Client Referrer must be:
1. a current Podium Client;
2. current on owed accounts to Podium and must not be in breach of any of Podium's Terms of Service; and
3. located in the U.S.
2. To be eligible for participation in the U.S. Referral Program, Friends of Podium must agree to and comply with the following eligibility criteria. A Friend of Podium must:
1. comply with the U.S. Terms
2. be located in the U.S.
3. not be a Podium Client or Podium Employee
3. To be eligible for participation in the U.S. Referral Program, Employee Referrers must agree to and comply with the following eligibility criteria. Employee Referrer must:
1. be currently employed by Podium;
2. comply with the U.S. Terms; and
3. be located in the U.S.
4. The following are not eligible for the U.S. Referral Program as Participants:
1. Podium Partners, including Reseller, Referral Developer, Technology, or Managed Service Provider Partners;
2. Owners, operators, employees of a business may not refer their own businesses as Referrals.
3. Podium Clients, businesses, or individuals located outside the US.
Qualified Referral Eligibility & Process
Client Referrers and Friends of Podium must (1) register each Referral via the Referral Portal OR (2) utilize a valid custom Referral Link, as provided by Podium, in order for any Referrals submitted to Podium to be considered a Qualified Referral. Each Referral submitted through the Referral Portal must include, at a minimum, the information required in the form, or as otherwise specified by Podium, including but not limited to name and contact details, which must be accurate and completed in full in order for the Referral to be accepted. By submitting a Referra, Client Referrers and Friends of Podium understand and agree that Podium may contact the referred party.
Additionally, to be considered a Qualified Referral for an Employee Referrer, a Referral must (1) be registered by the Employee, on behalf of a Podium Client, via the Employee Landing Page, OR (2) be processed using a valid Podium Client Referral Link, which the Employee Referrer assisted in generating via the Employee Landing Page.
1. Refusal. Podium may decline a Referral submission for any reason, including but not limited to the following:
1.1. Such Referral is
1.1.1. a current Podium Client;
1.1.2. a former Podium Client that has canceled Podium within the last 120 days;
1.1.3. a former or current Partner of Podium;
1.1.4. owned directly or indirectly by the Client Referrer or the Friend of Podium referring that business;
1.1.5. an active Podium sales opportunity with contact in the past 30 days; or
1.2. Such Referral has already been submitted to Podium by a Partner, another referrer, another Podium Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Referral from multiple Podium Clients or Friends of Podium);
1.3. Such Referral does not meet Podium's qualification for its clients for reasons of credit worthiness, type of business, validity, of business, or location;
1.4. Such referral is identified as a Podium competitor or Reseller Partner.
Participant's Code of Conduct
Participants must not violate any of these U.S. Terms, or otherwise engage in activity that could be considered harassment toward other users. Participants agree to not use the Program to:
1. Violate the intellectual property rights of Podium or any other third party;
2. Engage in any actions that are designed to disrupt or undermine the U.S. Referral Program;
3. Make attempts to gain unauthorized access to Podium Technology or the U.S. Referral Program for any reason;
4. Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Podium intellectual property or stop the function of the Podium Services;
5. Engage in behavior designed to annoy or harass others;
6. Engage in actions that disparage or malign or call into question Podium's reputation;
7. Refer entities or individuals prohibited by Podium’s Terms of Service or Acceptable Use Policy;
8. Engage in spam or violate the law. You agree that you will at all times remain compliant with all applicable Laws. If you use Podium’s Platform or tools to invite friends, family, or others to become users/clients of Podium, you will do so only in compliance with applicable Laws, these U.S. Terms, and the Podium Terms of Service. In particular, you represent and warrant that you will only send a text or email invitation to individuals who have provided you the necessary consent to receive such texts and or emails.
In particular, the following specific activities are prohibited:
8.1. Mass emailing and messaging people you do not personally know;
8.2. Use of automated systems or bots through any channel to distribute or post your referral code;
8.3. Use of scripts, or similar programmed dialers to send invites or to communicate referral codes; and
8.4. Posting referral codes on event or venue pages without express permission from the event or venue owner.
9. Engage in misrepresentation. You will not attempt to mislead anyone in connection with the Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
9.1. Impersonate any person or entity;
9.2. Create fake accounts, blogs, webpages, profiles, websites, links, or messages;
9.3. Misrepresent your relationship with Podium or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Podium);
9.4. Suggest that an affiliation or partnership exists with a third party where none exists.
9.5. Make misrepresentations with respect to the characteristics or qualification requirements for any Bonus(es). You acknowledge that Podium may change the characteristics or qualification requirements for any Bonus(es) in its discretion, and therefore you shall not represent any fixed characteristics.
Indemnification.
By participating in the U.S. Referral Program, you agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to comply with these U.S. Terms or any applicable laws, rules, and regulations during your participation in the U.S. Referral Program, (b) any violation or claimed violation of a third party’s rights resulting from your participation in the U.S. Referral Program; or (c) any negligence or willful misconduct arising out of your participation in the U.S. Referral Program.
Bonus Table
Bonus Type Bonus Amount Bonus Timing Bonus Limits
Client Referral Bonus Visa Gift Card in the amount of $500.00 USD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. Limited to ten (10) Client Referral Bonuses per Client Referrer per year.
Client Demo Bonus Visa Gift Card in the amount of $25.00 USD for each Qualified Referral that attends a sales demo with a Podium Sales representative OR signs up for a qualified free trial of Podium Services $25.00 Bonus will be provided within seven (7) days of the applicable Qualified Referral starting a Podium Free Trial OR completing a sales demo for Podium Service with a Podium Sales Representative. Limited to ten (10) Client Demo Bonuses per Client Referrer per year.
Friend Referral Bonus Visa Gift Card in the amount of $500.00 USD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services Subscription. Limited to ten (10) Friend Referral Bonuses per Friend of Podium per year.
Friend Demo Bonus Visa Gift Card in the amount of $25.00 USD for each Qualified Referral that attends a sales demo with a Podium Sales Representative OR signs up for the qualified free trial of Podium Services $25.00 Bonus will be provided within seven (7) days of the applicable Qualified Referral starting a Podium Free Trial OR completing a sales demo for Podium Service with a Podium Sales Representative. Limited to ten (10) Friend Demo Bonuses per Friend of Podium per year.
Employee Referral Bonus $500.00 USD per Referred Client Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. NA
Referred Client Bonus Visa Gift Card in the amount of $500.00 USD per Referred Client Bonus will be provided to Podium Client business after the Referred Client has completed the first two (2) months of its qualifying paid Podium Services Limited to one (1) bonus per Referred Client.
Podium Referral Program Terms (AUS)
These Podium Australia Referral Program Terms (these “AUS Terms”) govern your participation in the Podium Australia Referral Program, as more fully described below (the “AUS Referral Program”). By submitting a Referral or otherwise participating in the AUS Referral Program, you agree to these AUS Terms, which are an agreement between you and Podium Corporation, Inc., a Delaware corporation (“Podium“) and which are incorporated by this reference into the Podium Terms of Service. Podium reserves the right to amend the AUS Terms and modify (including terminating) the AUS Referral Program from time to time at its discretion. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service and any other terms and conditions referenced therein. You will not have the authority, expressed or implied, to make any commitment or incur any obligation(s) on behalf of Podium other than those expressly set forth in these AUS Terms.
Definitions
1. "Podium Client" means any business with a current paid Podium Inbox or Bundle Subscription.
2. "Referral" means a business entity referred to Podium by a Client Referrer directly (or through the assistance of an Employee Referrer) as a prospective Podium Client in accordance with the processes set forth in these AUS Terms.
3. "Participant" means any Client Referrer, Employee Referrer, or Referred Client that participates in the AUS Referral Program.
4. "Qualified Referral" means a Referral that meets the eligibility requirements set forth in these AUS Terms and is accepted by Podium through the Referral Portal or which uses a valid referral code to purchase a Podium Inbox or Bundle Subscription. A "Qualified Referral" may not be an individual person.
5. "Referred Client" means a Qualified Referral that purchases a paid Podium Inbox or Bundle Subscription (as more fully described at https://www.podium.com/pricing/) and maintains that subscription for at least two (2) months.
6. "Client Referrer" means a Podium Client (including its Authorized Users) that meets the eligibility requirements set forth in these AUS Terms and which submits a Referral to Podium in accordance with these AUS Terms.
Referral Submission Program Overview
The AUS Referral Program is offered by Podium and, subject to these AUS Terms, provides Participants the opportunity to receive certain bonuses (as more fully defined below) (collectively “Bonuses”) as part of their participation in the AUS Referral Program. These AUS Terms apply to all Participants, including eligible Client Referrers, Employee Referrers, and Referred Clients, so please read carefully to understand your respective rights and obligations. The AUS Referral Program is available to Participants located in Australia only.
Client Referral Bonus. Subject to these AUS Terms, including any applicable eligibility requirements, Client Referrers may receive a one-time bonus (“Client Referral Bonus”) in the amount set forth in the Bonus Table below (“Bonus Table”) for each Qualified Referral they submit and which becomes a Referred Client. In addition to the other eligibility requirements set forth below, in order to be considered a Qualified Referral, Client Referrers must submit/register each Referral by one of the following methods:
(1) By submitting all necessary Referral information into the Referral landing page ("Referral Portal") provided by Podium; or
(2) By providing the Referral with the Client Referrer's unique Podium referral link ("Referral Link"), which the Referral must use when purchasing the Podium Subscription. The Client Referral bonus will be sent to the applicable party only after the Referred Client has been a Podium Client for two (2) months. The Client Referral Bonus is limited to ten (10) Bonuses per Client Referrer per year. These limits are set and may be adjusted in Podium's sole discretion.
Additionally, subject to any applicable limits set forth in these AUS Terms, Client Referrers may also receive a bonus (as more fully described in the Bonus Table below) (“Client Demo Bonus”) for each Qualified Referral they submit to Podium that either (1) attends a sales demo with a Podium Sales representative; OR (2) signs up for a qualified free trial of Podium Services. Any applicable Demo Bonus will be sent to the Client Referrer seven (7) days after the Qualified Referral has completed the Podium sales demo or a qualified free trial sign-up has been confirmed.
As a Client Referrer, you understand that you will be responsible for any taxes that become applicable due to your participation in the AUS Referral Program. Additionally, as a Client Referrer, you understand and agree that the relationship between you and Podium that of independent contractors. Nothing in these AUS Terms will be deemed to create an employment, partnership, joint venture or agency relationship between you and Podium.
Employee Referral Bonus. Subject to these AUS Terms, including any eligibility requirements, Employee Referrers may receive a one-time bonus ("Employee Referral Bonus") in the amount set forth in the Bonus Table below for each Referred Client they help refer to Podium by either:
(1) Submitting required Referral information, on behalf of a Podium Client, through the Podium Employee Referral landing page ("Employee Landing Page"); or
(2) assisting a Podium Client in generating its custom Referral Link through the Employee Landing Page, which is then used by a Qualified Referral to purchase its Podium Inbox or Bundle Subscription.
The Employee Referrer Bonus payout will be processed by Podium’s internal finance team after the applicable Referred Client has maintained a paid Podium Inbox or Bundle Subscription for at least two (2) months. The Employee Referrer Bonus will be subject to any appliable taxes.
Referred Client Bonus. Following a confirmed purchase of a new Podium Platform/Inbox subscription lasting at least two (2) months, a Referred Client may also be eligible to receive a one-time Referred Client Bonus (“Referred Client Bonus”), as more clearly set forth in the Bonus Table below. This Referred Client Bonus will be sent to the Referred Client business entity by email, using the primary contact listed on the applicable Podium Client account. Each Referred Client is solely response for ensuring that the contact information on its account is correct and up to date.
Referral Program Eligibility
1. To be eligible for participation in the AUS Referral Program, Client Referrers must agree to and comply with the following eligibility criteria. Client Referrer must be:
1. a current Podium Client;
2. current on owed accounts to Podium and must not be in breach of any of Podium's Terms of Service; and
3. located in Australia.
2. To be eligible for participation in the AUS Referral Program, Employee Referrers must agree to and comply with the following eligibility criteria. Employee Referrer must:
1. be currently employed by Podium
2. comply with the AUS Terms; and
3. be located in Australia.
3. The following are not eligible for the AUS Referral Program as Participants:
1. Podium Partners, including Reseller , Referral, Developer, Technology, or Managed Service Provider Partners;
2. Owners, operators, decision makers or employees of a business may not refer their own businesses as Referrals.
3. Podium Clients, businesses, or individuals located outside of Australia.
Qualified Referral Eligibility & Process
Client Referrers must (1) register each Referral via the Referral Portal OR (2) utilize a valid custom Referral Link, as provided by Podium, in order for any Referrals submitted to Podium to be considered a Qualified Referral. Each Referral submitted through the Referral Portal must include, at a minimum, the information required in the form, or as otherwise specified by Podium, including but not limited to name and contact details, which must be accurate and completed in full in order for the Referral to be accepted. By submitting a Referral, Client Referrers understand and agree that Podium may contact the referred party.
Additionally, to be considered a Qualified Referral for an Employee Referrer, a Referral must (1) be registered by the Employee, on behalf of a Podium Client, via the Employee Landing Page, OR (2) be processed using a valid Podium Client Referral Link, which the Employee Referrer assisted in generating via the Employee Landing Page.
1. Refusal. Podium may decline a Referral submission for any reason, including but not limited to the following:
1.1. Such Referral is
1.1.1. a current Podium Client;
1.1.2. a former Podium Client that has canceled Podium within the last 120 days;
1.1.3. a former or current Partner of Podium;
1.1.4. owned directly or indirectly by the Client Referrer referring that business;
1.1.5. an active Podium sales opportunity with contact in the past 30 days; or
1.2. Such Referral has already been submitted to Podium by a Partner, another referrer, another Podium Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Referral from multiple Podium Clients);
1.3. Such Referral does not meet Podium's qualification for its clients for reasons of credit worthiness, type of business, validity, of business, or location;
1.4. Such Referral is identified as a Podium competitor or Reseller Partner.
Participant's Code of Conduct
Participants must not violate any of these Terms, or otherwise engage in activity that could be considered harassment toward other users. Participants agree to not use the Program to:
1. Violate the intellectual property rights of Podium or any other third party;
2. Engage in any actions that are designed to disrupt or undermine the AUS Referral Program.
3. Make attempts to gain unauthorized access to Podium Technology or the AUS Referral Program for any reason;
4. Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Podium intellectual property or stop the function of the Podium Services;
5. Engage in behavior designed to annoy or harass others;
6. Engage in actions that disparage or malign or call into question Podium’s reputation;
7. Refer entities or individuals prohibited by Podium’s Terms of Service or Acceptable Use Policy
8. Engage in spam or violate the law. You agree that you will at all times remain compliant with all applicable Laws. If you use Podium’s Platform or tools to invite friends, family, or others to become users/clients of Podium, you will do so only in compliance with applicable Laws, these Terms, and the Podium Terms of Service. In particular, you represent and warrant that you will only send a text or email invitation to individuals who have provided you the necessary consent to receive such texts and or emails.
In particular, the following specific activities are prohibited:
8.1. Mass emailing and messaging people you do not personally know;
8.2. Use of automated systems or bots through any channel to distribute or post your referral code;
8.3. Use of scripts, or similar programmed dialers to send invites or to communicate referral codes; and
8.4. Posting referral codes on event or venue pages without express permission from the event or venue owner
9. Engage in misrepresentation. You will not attempt to mislead anyone in connection with the AUS Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
9.1. Impersonate any person or entity;
9.2. Create fake accounts, blogs, webpages, profiles, websites, links, or messages;
9.3. Misrepresent your relationship with Podium or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Podium);
9.4. Suggest that an affiliation or partnership exists with a third party where none exists.
9.5. Make misrepresentations with respect to the characteristics or qualification requirements for any Bonus(s). You acknowledge that Podium may change the characteristics or qualification requirements for any Bonus(es) in its discretion, and therefore you shall not represent any fixed characteristics.
Indemnification
By participating in the AUS Referral Program, you agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to comply with these Terms or any applicable laws, rules, and regulations during your participation in the AUS Referral Program, (b) any violation or claimed violation of a third party’s rights resulting from your participation in the AUS Referral Program; or (c) any negligence or willful misconduct arising out of your participation in the AUS Referral Program.
Bonus Table
Bonus Type Bonus Amount Bonus Timing Bonus Limits
Client Referral Bonus Visa Gift Card in the amount of $700.00 AUD per Referred Client $700.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. Limited to ten (10) Client Referral Bonuses per Client Referrer per year.
Client Demo Bonus Visa Gift Card in the amount of $50.00 AUD for each Qualified Referral that attends a sales demo with a Podium Sales representative OR signs up for a qualified free trial of Podium Services $50.00 Bonus will be provided within seven (7) days of the applicable Qualified Referral starting a Podium Free Trial OR completing a sales demo for Podium Service with a Podium Sales Representative. Limited to ten (10) Client Demo Bonuses per Client Referrer per year.
Employee Referral Bonus $700.00 AUD per Referred Client Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. NA
Referred Client Bonus Visa Gift Card in the amount of $700.00 AUD per Referred Client Bonus will be provided to Podium Client business after the Referred Client has completed the first two (2) months of its qualifying paid Podium Services Limited to one (1) bonus per Referred Client.
Effective May 4th 2023 to May 4th 2023
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Table of Contents
Podium Referral Program Terms (U.S.)
These Podium U.S. Referral Program Terms (these “ U.S. Terms”) govern your participation in the Podium U.S. Referral Program, as more fully described below (the “U.S. Referral Program”). By submitting a Referral or otherwise participating in the U.S. Referral Program, you agree to these Terms, which are an agreement between you and Podium Corporation, Inc., a Delaware corporation (“Podium“) and which are incorporated by this reference into the Podium Terms of Service. Podium reserves the right to amend the U.S. Terms and modify (including terminating) the U.S. Referral Program from time to time at its discretion. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service and any other terms and conditions referenced therein.
You will not have the authority, expressed or implied, to make any commitment or incur any obligation(s) on behalf of Podium other than those expressly set forth in these U.S. Terms.
Definitions
1. "Podium Client" means any business with a current paid Podium Inbox or Bundle Subscription.
2. "Referral" means a business entity referred to Podium by a Friend of Podium or Client Referrer directly (or through the assistance of an Employee Referrer) as a prospective Podium Client in accordance with the processes set forth in these U.S. Terms.
3. "Participant" means any Client Referrer, Employee Referrer, Friend of Podium, or Referred Client that participates in the U.S. Referral Program.
4. "Qualified Referral" means a Referral that meets the eligibility requirements set forth in these U.S. Terms and is accepted by Podium through the Referral Portal or which uses a valid referral code to purchase a Podium Inbox or Bundle Subscription. A "Qualified Referral" may not be an individual person.
5. "Referred Client" means a Qualified Referral that purchases a paid Podium Inbox or Bundle Subscription (as more fully described at https://www.podium.com/pricing/) and maintains that subscription for at least two (2) months.
6. "Client Referrer” means a Podium Client (including its Authorized Users) that meets the eligibility requirements set forth in these U.S. Terms and which submits a Referral to Podium in accordance with these U.S. Terms.
7. "Friends of Podium" means an individual or business (other than a Podium Client or Podium Employee) that meets the eligibility requirements set forth in these U.S. Terms and which submits a Referral to Podium in accordance with these U.S. Terms.
Referral Submission Program Overview
The U.S. Referral Program is offered by Podium and, subject to these U.S. Terms, provides Participants the opportunity to receive certain bonuses (as more fully defined below) (collectively “Bonuses”) as part of their participation in the U.S. Referral Program. These U.S. Terms apply to all Participants, including eligible Client Referrers, Employee Referrers, Friends of Podium, and Referred Clients, so please read carefully to understand your respective rights and obligations. The U.S. Referral Program is available to Participants located in the United States only.
Client Referral & Friends of Podium Referral Bonus. Subject to these U.S. Terms, including any applicable eligibility requirements, Client Referrers may receive a one-time bonus (“Client Referral Bonus”) in the amount set forth in the Bonus Table below (“Bonus Table”) for each Qualified Referral they submit and which becomes a Referred Client. In addition to the other eligibility requirements set forth below, in order to be considered a Qualified Referral, Client Referrers must submit/register each Referral by one of the following methods:
(1) By submitting all necessary Referral information into the Referral landing page ("Referral Portal") provided by Podium; or
(2) By providing the Referral with the Client Referrer's or the Friend Referrer's (as applicable) unique Podium referral link ("Referral Link"), which the Referral must use when purchasing the Podium Subscription.
The Client Referral bonus or Friend Referral Bonus will be sent to the applicable party only after the Referred Client has been a Podium Client for two (2) months. The Client Referral Bonus and Friend Referral Bonus (as applicable) is limited to ten (10) Bonuses per Client Referrer/Friend of Podium per year. These limits are set and may be adjusted at Podium's sole discretion.
Additionally, subject to any applicable limits set forth in these U.S. Terms, Client Referrers/Friends of Podium may also receive a bonus (as more fully described in the Bonus Table below) (“Client Demo Bonus” or "Friend Demo Bonus" as applicable) for each Qualified Referral they submit to Podium that either (1) attends a sales demo with a Podium Sales representative; OR (2) signs up for a qualified free trial of Podium Services. Any applicable Demo Bonus will be sent to the Client Referrer/Friend of Podium seven (7) days after the Qualified Referral has completed the Podium sales demo or a qualified free trial sign-up has been confirmed.
As a Client Referrer or Friend of Podium, if your combined annual Bonuses total $600.00 USD or more, you must complete and submit a W-9 Tax Form to Podium. Additionally, as a Client Referrer or Friend of Podium, you understand and agree that the relationship between you and Podium that of independent contractors. Nothing in these U.S. Terms will be deemed to create an employment, partnership, joint venture or agency relationship between you and Podium.
Employee Referral Bonus. Subject to these U.S. Terms, including any eligibility requirements, Employee Referrers may receive a one-time bonus ("Employee Referral Bonus") in the amount set forth in the Bonus Table below for each Referred Client they help refer to Podium by either:
(1) Submitting required Referral information, on behalf of a Podium Client, through the Podium Employee Referral landing page ("Employee Landing Page"); or
(2) assisting a Podium Client in generating its custom Referral Link through the Employee Landing Page, which is then used by a Qualified Referral to purchase its Podium Inbox or Bundle Subscription.
The Employee Referrer Bonus payout will be processed by Podium’s internal finance team after the applicable Referred Client has maintained a paid Podium Inbox or Bundle Subscription for at least two (2) months. The Employee Referrer Bonus will be subject to any appliable taxes.
Referred Client Bonus. Following a confirmed purchase of a new Podium Platform/Inbox subscription lasting at least two (2) months, a Referred Client may also be eligible to receive a one-time Referred Client Bonus (“Referred Client Bonus”), as more clearly set forth in the Bonus Table below. This Referred Client Bonus will be sent to the Referred Client business entity by email, using the primary contact listed on the applicable Podium Client account. Each Referred Client is solely response for ensuring that the contact information on its account is correct and up to date.
Referral Program Eligibility:
1. To be eligible for participation in the Referral Program, Client Referrers must agree to and comply with the following eligibility criteria. Client Referrer must be:
1. a current Podium Client;
2. current on owed accounts to Podium and must not be in breach of any of Podium's Terms of Service; and
3. located in the U.S.
2. To be eligible for participation in the U.S. Referral Program, Friends of Podium must agree to and comply with the following eligibility criteria. A Friend of Podium must:
1. comply with the U.S. Terms
2. be located in the U.S.
3. not be a Podium Client or Podium Employee
3. To be eligible for participation in the U.S. Referral Program, Employee Referrers must agree to and comply with the following eligibility criteria. Employee Referrer must:
1. be currently employed by Podium;
2. comply with the U.S. Terms; and
3. be located in the U.S.
4. The following are not eligible for the U.S. Referral Program as Participants:
1. Podium Partners, including Reseller, Referral Developer, Technology, or Managed Service Provider Partners;
2. Owners, operators, employees of a business may not refer their own businesses as Referrals.
3. Podium Clients, businesses, or individuals located outside the US.
Qualified Referral Eligibility & Process
Client Referrers and Friends of Podium must (1) register each Referral via the Referral Portal OR (2) utilize a valid custom Referral Link, as provided by Podium, in order for any Referrals submitted to Podium to be considered a Qualified Referral. Each Referral submitted through the Referral Portal must include, at a minimum, the information required in the form, or as otherwise specified by Podium, including but not limited to name and contact details, which must be accurate and completed in full in order for the Referral to be accepted. By submitting a Referra, Client Referrers and Friends of Podium understand and agree that Podium may contact the referred party.
Additionally, to be considered a Qualified Referral for an Employee Referrer, a Referral must (1) be registered by the Employee, on behalf of a Podium Client, via the Employee Landing Page, OR (2) be processed using a valid Podium Client Referral Link, which the Employee Referrer assisted in generating via the Employee Landing Page.
1. Refusal. Podium may decline a Referral submission for any reason, including but not limited to the following:
1.1. Such Referral is
1.1.1. a current Podium Client;
1.1.2. a former Podium Client that has canceled Podium within the last 120 days;
1.1.3. a former or current Partner of Podium;
1.1.4. owned directly or indirectly by the Client Referrer or the Friend of Podium referring that business;
1.1.5. an active Podium sales opportunity with contact in the past 30 days; or
1.2. Such Referral has already been submitted to Podium by a Partner, another referrer, another Podium Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Referral from multiple Podium Clients or Friends of Podium);
1.3. Such Referral does not meet Podium's qualification for its clients for reasons of credit worthiness, type of business, validity, of business, or location;
1.4. Such referral is identified as a Podium competitor or Reseller Partner.
Participant's Code of Conduct
Participants must not violate any of these U.S. Terms, or otherwise engage in activity that could be considered harassment toward other users. Participants agree to not use the Program to:
1. Violate the intellectual property rights of Podium or any other third party;
2. Engage in any actions that are designed to disrupt or undermine the U.S. Referral Program;
3. Make attempts to gain unauthorized access to Podium Technology or the U.S. Referral Program for any reason;
4. Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Podium intellectual property or stop the function of the Podium Services;
5. Engage in behavior designed to annoy or harass others;
6. Engage in actions that disparage or malign or call into question Podium's reputation;
7. Refer entities or individuals prohibited by Podium’s Terms of Service or Acceptable Use Policy;
8. Engage in spam or violate the law. You agree that you will at all times remain compliant with all applicable Laws. If you use Podium’s Platform or tools to invite friends, family, or others to become users/clients of Podium, you will do so only in compliance with applicable Laws, these U.S. Terms, and the Podium Terms of Service. In particular, you represent and warrant that you will only send a text or email invitation to individuals who have provided you the necessary consent to receive such texts and or emails.
In particular, the following specific activities are prohibited:
8.1. Mass emailing and messaging people you do not personally know;
8.2. Use of automated systems or bots through any channel to distribute or post your referral code;
8.3. Use of scripts, or similar programmed dialers to send invites or to communicate referral codes; and
8.4. Posting referral codes on event or venue pages without express permission from the event or venue owner.
9. Engage in misrepresentation. You will not attempt to mislead anyone in connection with the Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
9.1. Impersonate any person or entity;
9.2. Create fake accounts, blogs, webpages, profiles, websites, links, or messages;
9.3. Misrepresent your relationship with Podium or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Podium);
9.4. Suggest that an affiliation or partnership exists with a third party where none exists.
9.5. Make misrepresentations with respect to the characteristics or qualification requirements for any Bonus(es). You acknowledge that Podium may change the characteristics or qualification requirements for any Bonus(es) in its discretion, and therefore you shall not represent any fixed characteristics.
Indemnification.
By participating in the U.S. Referral Program, you agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to comply with these U.S. Terms or any applicable laws, rules, and regulations during your participation in the U.S. Referral Program, (b) any violation or claimed violation of a third party’s rights resulting from your participation in the U.S. Referral Program; or (c) any negligence or willful misconduct arising out of your participation in the U.S. Referral Program.
Bonus Table
Bonus Type Bonus Amount Bonus Timing Bonus Limits
Client Referral Bonus Visa Gift Card in the amount of $500.00 USD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. Limited to ten (10) Client Referral Bonuses per Client Referrer per year.
Client Demo Bonus Visa Gift Card in the amount of $25.00 USD for each Qualified Referral that attends a sales demo with a Podium Sales representative OR signs up for a qualified free trial of Podium Services $25.00 Bonus will be provided within seven (7) days of the applicable Qualified Referral starting a Podium Free Trial OR completing a sales demo for Podium Service with a Podium Sales Representative. Limited to ten (10) Client Demo Bonuses per Client Referrer per year.
Friend Referral Bonus Visa Gift Card in the amount of $500.00 USD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services Subscription. Limited to ten (10) Friend Referral Bonuses per Friend of Podium per year.
Friend Demo Bonus Visa Gift Card in the amount of $25.00 USD for each Qualified Referral that attends a sales demo with a Podium Sales Representative OR signs up for the qualified free trial of Podium Services $25.00 Bonus will be provided within seven (7) days of the applicable Qualified Referral starting a Podium Free Trial OR completing a sales demo for Podium Service with a Podium Sales Representative. Limited to ten (10) Friend Demo Bonuses per Friend of Podium per year.
Employee Referral Bonus $500.00 USD per Referred Client Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. NA
Referred Client Bonus Visa Gift Card in the amount of $500.00 USD per Referred Client Bonus will be provided to Podium Client business after the Referred Client has completed the first two (2) months of its qualifying paid Podium Services Limited to one (1) bonus per Referred Client.
Podium Referral Program Terms (AUS)
These Podium Australia Referral Program Terms (these “AUS Terms”) govern your participation in the Podium Australia Referral Program, as more fully described below (the “AUS Referral Program”). By submitting a Referral or otherwise participating in the AUS Referral Program, you agree to these AUS Terms, which are an agreement between you and Podium Corporation, Inc., a Delaware corporation (“Podium“) and which are incorporated by this reference into the Podium Terms of Service. Podium reserves the right to amend the AUS Terms and modify (including terminating) the AUS Referral Program from time to time at its discretion. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service and any other terms and conditions referenced therein. You will not have the authority, expressed or implied, to make any commitment or incur any obligation(s) on behalf of Podium other than those expressly set forth in these AUS Terms.
Definitions
1. "Podium Client" means any business with a current paid Podium Inbox or Bundle Subscription.
2. "Referral" means a business entity referred to Podium by a Client Referrer directly (or through the assistance of an Employee Referrer) as a prospective Podium Client in accordance with the processes set forth in these AUS Terms.
3. "Participant" means any Client Referrer, Employee Referrer, or Referred Client that participates in the AUS Referral Program.
4. "Qualified Referral" means a Referral that meets the eligibility requirements set forth in these AUS Terms and is accepted by Podium through the Referral Portal or which uses a valid referral code to purchase a Podium Inbox or Bundle Subscription. A "Qualified Referral" may not be an individual person.
5. "Referred Client" means a Qualified Referral that purchases a paid Podium Inbox or Bundle Subscription (as more fully described at https://www.podium.com/pricing/) and maintains that subscription for at least two (2) months.
6. "Client Referrer" means a Podium Client (including its Authorized Users) that meets the eligibility requirements set forth in these AUS Terms and which submits a Referral to Podium in accordance with these AUS Terms.
Referral Submission Program Overview
The AUS Referral Program is offered by Podium and, subject to these AUS Terms, provides Participants the opportunity to receive certain bonuses (as more fully defined below) (collectively “Bonuses”) as part of their participation in the AUS Referral Program. These AUS Terms apply to all Participants, including eligible Client Referrers, Employee Referrers, and Referred Clients, so please read carefully to understand your respective rights and obligations. The AUS Referral Program is available to Participants located in Australia only.
Client Referral Bonus. Subject to these AUS Terms, including any applicable eligibility requirements, Client Referrers may receive a one-time bonus (“Client Referral Bonus”) in the amount set forth in the Bonus Table below (“Bonus Table”) for each Qualified Referral they submit and which becomes a Referred Client. In addition to the other eligibility requirements set forth below, in order to be considered a Qualified Referral, Client Referrers must submit/register each Referral by one of the following methods:
(1) By submitting all necessary Referral information into the Referral landing page ("Referral Portal") provided by Podium; or
(2) By providing the Referral with the Client Referrer's unique Podium referral link ("Referral Link"), which the Referral must use when purchasing the Podium Subscription. The Client Referral bonus will be sent to the applicable party only after the Referred Client has been a Podium Client for two (2) months. The Client Referral Bonus is limited to ten (10) Bonuses per Client Referrer per year. These limits are set and may be adjusted in Podium's sole discretion.
Additionally, subject to any applicable limits set forth in these AUS Terms, Client Referrers may also receive a bonus (as more fully described in the Bonus Table below) (“Client Demo Bonus”) for each Qualified Referral they submit to Podium that either (1) attends a sales demo with a Podium Sales representative; OR (2) signs up for a qualified free trial of Podium Services. Any applicable Demo Bonus will be sent to the Client Referrer seven (7) days after the Qualified Referral has completed the Podium sales demo or a qualified free trial sign-up has been confirmed.
As a Client Referrer, you understand that you will be responsible for any taxes that become applicable due to your participation in the AUS Referral Program. Additionally, as a Client Referrer, you understand and agree that the relationship between you and Podium that of independent contractors. Nothing in these AUS Terms will be deemed to create an employment, partnership, joint venture or agency relationship between you and Podium.
Employee Referral Bonus. Subject to these AUS Terms, including any eligibility requirements, Employee Referrers may receive a one-time bonus ("Employee Referral Bonus") in the amount set forth in the Bonus Table below for each Referred Client they help refer to Podium by either:
(1) Submitting required Referral information, on behalf of a Podium Client, through the Podium Employee Referral landing page ("Employee Landing Page"); or
(2) assisting a Podium Client in generating its custom Referral Link through the Employee Landing Page, which is then used by a Qualified Referral to purchase its Podium Inbox or Bundle Subscription.
The Employee Referrer Bonus payout will be processed by Podium’s internal finance team after the applicable Referred Client has maintained a paid Podium Inbox or Bundle Subscription for at least two (2) months. The Employee Referrer Bonus will be subject to any appliable taxes.
Referred Client Bonus. Following a confirmed purchase of a new Podium Platform/Inbox subscription lasting at least two (2) months, a Referred Client may also be eligible to receive a one-time Referred Client Bonus (“Referred Client Bonus”), as more clearly set forth in the Bonus Table below. This Referred Client Bonus will be sent to the Referred Client business entity by email, using the primary contact listed on the applicable Podium Client account. Each Referred Client is solely response for ensuring that the contact information on its account is correct and up to date.
Referral Program Eligibility
1. To be eligible for participation in the AUS Referral Program, Client Referrers must agree to and comply with the following eligibility criteria. Client Referrer must be:
1. a current Podium Client;
2. current on owed accounts to Podium and must not be in breach of any of Podium's Terms of Service; and
3. be located in Australia.
2. To be eligible for participation in the AUS Referral Program, Employee Referrers must agree to and comply with the following eligibility criteria. Employee Referrer must:
1. be currently employed by Podium
2. comply with the AUS Terms; and
3. be located in Australia.
3. The following are not eligible for the AUS Referral Program as Participants:
1. Podium Partners, including Reseller , Referral, Developer, Technology, or Managed Service Provider Partners;
2. Owners, operators, decision makers or employees of a business may not refer their own businesses as Referrals.
3. Podium Clients, businesses, or individuals located outside of Australia.
Qualified Referral Eligibility & Process
Client Referrers must (1) register each Referral via the Referral Portal OR (2) utilize a valid custom Referral Link, as provided by Podium, in order for any Referrals submitted to Podium to be considered a Qualified Referral. Each Referral submitted through the Referral Portal must include, at a minimum, the information required in the form, or as otherwise specified by Podium, including but not limited to name and contact details, which must be accurate and completed in full in order for the Referral to be accepted. By submitting a Referral, Client Referrers understand and agree that Podium may contact the referred party.
Additionally, to be considered a Qualified Referral for an Employee Referrer, a Referral must (1) be registered by the Employee, on behalf of a Podium Client, via the Employee Landing Page, OR (2) be processed using a valid Podium Client Referral Link, which the Employee Referrer assisted in generating via the Employee Landing Page.
1. Refusal. Podium may decline a Referral submission for any reason, including but not limited to the following:
1.1. Such Referral is
1.1.1. a current Podium Client;
1.1.2. a former Podium Client that has canceled Podium within the last 120 days;
1.1.3. a former or current Partner of Podium;
1.1.4. owned directly or indirectly by the Client Referrer referring that business;
1.1.5. an active Podium sales opportunity with contact in the past 30 days; or
1.2. Such Referral has already been submitted to Podium by a Partner, another referrer, another Podium Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Referral from multiple Podium Clients);
1.3. Such Referral does not meet Podium's qualification for its clients for reasons of credit worthiness, type of business, validity, of business, or location;
1.4. Such Referral is identified as a Podium competitor or Reseller Partner.
Participant's Code of Conduct
Participants must not violate any of these Terms, or otherwise engage in activity that could be considered harassment toward other users. Participants agree to not use the Program to:
1. Violate the intellectual property rights of Podium or any other third party;
2. Engage in any actions that are designed to disrupt or undermine the AUS Referral Program.
3. Make attempts to gain unauthorized access to Podium Technology or the AUS Referral Program for any reason;
4. Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Podium intellectual property or stop the function of the Podium Services;
5. Engage in behavior designed to annoy or harass others;
6. Engage in actions that disparage or malign or call into question Podium’s reputation;
7. Refer entities or individuals prohibited by Podium’s Terms of Service or Acceptable Use Policy
8. Engage in spam or violate the law. You agree that you will at all times remain compliant with all applicable Laws. If you use Podium’s Platform or tools to invite friends, family, or others to become users/clients of Podium, you will do so only in compliance with applicable Laws, these Terms, and the Podium Terms of Service. In particular, you represent and warrant that you will only send a text or email invitation to individuals who have provided you the necessary consent to receive such texts and or emails.
In particular, the following specific activities are prohibited:
8.1. Mass emailing and messaging people you do not personally know;
8.2. Use of automated systems or bots through any channel to distribute or post your referral code;
8.3. Use of scripts, or similar programmed dialers to send invites or to communicate referral codes; and
8.4. Posting referral codes on event or venue pages without express permission from the event or venue owner
9. Engage in misrepresentation. You will not attempt to mislead anyone in connection with the AUS Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
9.1. Impersonate any person or entity;
9.2. Create fake accounts, blogs, webpages, profiles, websites, links, or messages;
9.3. Misrepresent your relationship with Podium or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Podium);
9.4. Suggest that an affiliation or partnership exists with a third party where none exists.
9.5. Make misrepresentations with respect to the characteristics or qualification requirements for any Bonus(s). You acknowledge that Podium may change the characteristics or qualification requirements for any Bonus(es) in its discretion, and therefore you shall not represent any fixed characteristics.
Indemnification
By participating in the AUS Referral Program, you agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to comply with these Terms or any applicable laws, rules, and regulations during your participation in the AUS Referral Program, (b) any violation or claimed violation of a third party’s rights resulting from your participation in the AUS Referral Program; or (c) any negligence or willful misconduct arising out of your participation in the AUS Referral Program.
Bonus Table
Bonus Type Bonus Amount Bonus Timing Bonus Limits
Client Referral Bonus Visa Gift Card in the amount of $700.00 AUD per Referred Client $700.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. Limited to ten (10) Client Referral Bonuses per Client Referrer per year.
Client Demo Bonus Visa Gift Card in the amount of $50.00 AUD for each Qualified Referral that attends a sales demo with a Podium Sales representative OR signs up for a qualified free trial of Podium Services $50.00 Bonus will be provided within seven (7) days of the applicable Qualified Referral starting a Podium Free Trial OR completing a sales demo for Podium Service with a Podium Sales Representative. Limited to ten (10) Client Demo Bonuses per Client Referrer per year.
Employee Referral Bonus $700.00 AUD per Referred Client Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. NA
Referred Client Bonus Visa Gift Card in the amount of $700.00 AUD per Referred Client Bonus will be provided to Podium Client business after the Referred Client has completed the first two (2) months of its qualifying paid Podium Services Limited to one (1) bonus per Referred Client.
Effective May 3rd 2023 to May 4th 2023
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Table of Contents
Podium Referral Program Terms (U.S.)
These Podium U.S. Referral Program Terms (these “ U.S. Terms”) govern your participation in the Podium U.S. Referral Program, as more fully described below (the “U.S. Referral Program”). By submitting a Referral or otherwise participating in the U.S. Referral Program, you agree to these Terms, which are an agreement between you and Podium Corporation, Inc., a Delaware corporation (“Podium“) and which are incorporated by this reference into the Podium Terms of Service. Podium reserves the right to amend the U.S. Terms and modify (including terminating) the U.S. Referral Program from time to time at its discretion. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service and any other terms and conditions referenced therein.
You will not have the authority, expressed or implied, to make any commitment or incur any obligation(s) on behalf of Podium other than those expressly set forth in these U.S. Terms.
Definitions
1. "Podium Client" means any business with a current paid Podium Inbox or Bundle Subscription.
2. "Referral" means a business entity referred to Podium by a Friend of Podium or Client Referrer directly (or through the assistance of an Employee Referrer) as a prospective Podium Client in accordance with the processes set forth in these U.S. Terms.
3. "Participant" means any Client Referrer, Employee Referrer, Friend of Podium, or Referred Client that participates in the U.S. Referral Program.
4. "Qualified Referral" means a Referral that meets the eligibility requirements set forth in these U.S. Terms and is accepted by Podium through the Referral Portal or which uses a valid referral code to purchase a Podium Inbox or Bundle Subscription. A "Qualified Referral" may not be an individual person.
5. "Referred Client" means a Qualified Referral that purchases a paid Podium Inbox or Bundle Subscription (as more fully described at https://www.podium.com/pricing/) and maintains that subscription for at least two (2) months.
6. "Client Referrer” means a Podium Client (including its Authorized Users) that meets the eligibility requirements set forth in these U.S. Terms and which submits a Referral to Podium in accordance with these U.S. Terms.
7. "Friends of Podium" means an individual or business (other than a Podium Client or Podium Employee) that meets the eligibility requirements set forth in these U.S. Terms and which submits a Referral to Podium in accordance with these U.S. Terms.
Referral Submission Program Overview
The U.S. Referral Program is offered by Podium and, subject to these U.S. Terms, provides Participants the opportunity to receive certain bonuses (as more fully defined below) (collectively “Bonuses”) as part of their participation in the U.S. Referral Program. These U.S. Terms apply to all Participants, including eligible Client Referrers, Employee Referrers, Friends of Podium, and Referred Clients, so please read carefully to understand your respective rights and obligations. The U.S. Referral Program is available to Participants located in the United States only.
Client Referral & Friends of Podium Referral Bonus. Subject to these U.S. Terms, including any applicable eligibility requirements, Client Referrers may receive a one-time bonus (“Client Referral Bonus”) in the amount set forth in the Bonus Table below (“Bonus Table”) for each Qualified Referral they submit and which becomes a Referred Client. In addition to the other eligibility requirements set forth below, in order to be considered a Qualified Referral, Client Referrers must submit/register each Referral by one of the following methods:
(1) By submitting all necessary Referral information into the Referral landing page ("Referral Portal") provided by Podium; or
(2) By providing the Referral with the Client Referrer's or the Friend Referrer's (as applicable) unique Podium referral link ("Referral Link"), which the Referral must use when purchasing the Podium Subscription.
The Client Referral bonus or Friend Referral Bonus will be sent to the applicable party only after the Referred Client has been a Podium Client for two (2) months. The Client Referral Bonus and Friend Referral Bonus (as applicable) is limited to ten (10) Bonuses per Client Referrer/Friend of Podium per year. These limits are set and may be adjusted at Podium's sole discretion.
Additionally, subject to any applicable limits set forth in these U.S. Terms, Client Referrers/Friends of Podium may also receive a bonus (as more fully described in the Bonus Table below) (“Client Demo Bonus” or "Friend Demo Bonus" as applicable) for each Qualified Referral they submit to Podium that either (1) attends a sales demo with a Podium Sales representative; OR (2) signs up for a qualified free trial of Podium Services. Any applicable Demo Bonus will be sent to the Client Referrer/Friend of Podium seven (7) days after the Qualified Referral has completed the Podium sales demo or a qualified free trial sign-up has been confirmed.
As a Client Referrer or Friend of Podium, if your combined annual Bonuses total $600.00 USD or more, you must complete and submit a W-9 Tax Form to Podium. Additionally, as a Client Referrer or Friend of Podium, you understand and agree that the relationship between you and Podium that of independent contractors. Nothing in these U.S. Terms will be deemed to create an employment, partnership, joint venture or agency relationship between you and Podium.
Employee Referral Bonus. Subject to these U.S. Terms, including any eligibility requirements, Employee Referrers may receive a one-time bonus ("Employee Referral Bonus") in the amount set forth in the Bonus Table below for each Referred Client they help refer to Podium by either:
(1) Submitting required Referral information, on behalf of a Podium Client, through the Podium Employee Referral landing page ("Employee Landing Page"); or
(2) assisting a Podium Client in generating its custom Referral Link through the Employee Landing Page, which is then used by a Qualified Referral to purchase its Podium Inbox or Bundle Subscription.
The Employee Referrer Bonus payout will be processed by Podium’s internal finance team after the applicable Referred Client has maintained a paid Podium Inbox or Bundle Subscription for at least two (2) months. The Employee Referrer Bonus will be subject to any appliable taxes.
Referred Client Bonus. Following a confirmed purchase of a new Podium Platform/Inbox subscription lasting at least two (2) months, a Referred Client may also be eligible to receive a one-time Referred Client Bonus (“Referred Client Bonus”), as more clearly set forth in the Bonus Table below. This Referred Client Bonus will be sent to the Referred Client business entity by email, using the primary contact listed on the applicable Podium Client account. Each Referred Client is solely response for ensuring that the contact information on its account is correct and up to date.
Referral Program Eligibility:
1. To be eligible for participation in the Referral Program, Client Referrers must agree to and comply with the following eligibility criteria. Client Referrer must be:
1. a current Podium Client;
2. current on owed accounts to Podium and must not be in breach of any of Podium's Terms of Service; and
3. located in the U.S.
2. To be eligible for participation in the U.S. Referral Program, Friends of Podium must agree to and comply with the following eligibility criteria. A Friend of Podium must:
1. comply with the U.S. Terms
2. be located in the U.S.
3. not be a Podium Client or Podium Employee
3. To be eligible for participation in the U.S. Referral Program, Employee Referrers must agree to and comply with the following eligibility criteria. Employee Referrer must:
1. be currently employed by Podium;
2. comply with the U.S. Terms; and
3. be located in the U.S.
4. The following are not eligible for the U.S. Referral Program as Participants:
1. Podium Partners, including Reseller, Referral Developer, Technology, or Managed Service Provider Partners;
2. Owners, operators, employees of a business may not refer their own businesses as Referrals.
3. Podium Clients, businesses, or individuals located outside the US.
Qualified Referral Eligibility & Process
Client Referrers and Friends of Podium must (1) register each Referral via the Referral Portal OR (2) utilize a valid custom Referral Link, as provided by Podium, in order for any Referrals submitted to Podium to be considered a Qualified Referral. Each Referral submitted through the Referral Portal must include, at a minimum, the information required in the form, or as otherwise specified by Podium, including but not limited to name and contact details, which must be accurate and completed in full in order for the Referral to be accepted. By submitting a Referra, Client Referrers and Friends of Podium understand and agree that Podium may contact the referred party.
Additionally, to be considered a Qualified Referral for an Employee Referrer, a Referral must (1) be registered by the Employee, on behalf of a Podium Client, via the Employee Landing Page, OR (2) be processed using a valid Podium Client Referral Link, which the Employee Referrer assisted in generating via the Employee Landing Page.
1. Refusal. Podium may decline a Referral submission for any reason, including but not limited to the following:
1.1. Such Referral is
1.1.1. a current Podium Client;
1.1.2. a former Podium Client that has canceled Podium within the last 120 days;
1.1.3. a former or current Partner of Podium;
1.1.4. owned directly or indirectly by the Client Referrer or the Friend of Podium referring that business;
1.1.5. an active Podium sales opportunity with contact in the past 30 days; or
1.2. Such Referral has already been submitted to Podium by a Partner, another referrer, another Podium Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Referral from multiple Podium Clients or Friends of Podium);
1.3. Such Referral does not meet Podium's qualification for its clients for reasons of credit worthiness, type of business, validity, of business, or location;
1.4. Such referral is identified as a Podium competitor or Reseller Partner.
Participant's Code of Conduct
Participants must not violate any of these U.S. Terms, or otherwise engage in activity that could be considered harassment toward other users. Participants agree to not use the Program to:
1. Violate the intellectual property rights of Podium or any other third party;
2. Engage in any actions that are designed to disrupt or undermine the U.S. Referral Program;
3. Make attempts to gain unauthorized access to Podium Technology or the U.S. Referral Program for any reason;
4. Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Podium intellectual property or stop the function of the Podium Services;
5. Engage in behavior designed to annoy or harass others;
6. Engage in actions that disparage or malign or call into question Podium's reputation;
7. Refer entities or individuals prohibited by Podium’s Terms of Service or Acceptable Use Policy;
8. Engage in spam or violate the law. You agree that you will at all times remain compliant with all applicable Laws. If you use Podium’s Platform or tools to invite friends, family, or others to become users/clients of Podium, you will do so only in compliance with applicable Laws, these U.S. Terms, and the Podium Terms of Service. In particular, you represent and warrant that you will only send a text or email invitation to individuals who have provided you the necessary consent to receive such texts and or emails.
In particular, the following specific activities are prohibited:
8.1. Mass emailing and messaging people you do not personally know;
8.2. Use of automated systems or bots through any channel to distribute or post your referral code;
8.3. Use of scripts, or similar programmed dialers to send invites or to communicate referral codes; and
8.4. Posting referral codes on event or venue pages without express permission from the event or venue owner.
9. Engage in misrepresentation. You will not attempt to mislead anyone in connection with the Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
9.1. Impersonate any person or entity;
9.2. Create fake accounts, blogs, webpages, profiles, websites, links, or messages;
9.3. Misrepresent your relationship with Podium or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Podium);
9.4. Suggest that an affiliation or partnership exists with a third party where none exists.
9.5. Make misrepresentations with respect to the characteristics or qualification requirements for any Bonus(es). You acknowledge that Podium may change the characteristics or qualification requirements for any Bonus(es) in its discretion, and therefore you shall not represent any fixed characteristics.
Indemnification.
By participating in the U.S. Referral Program, you agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to comply with these U.S. Terms or any applicable laws, rules, and regulations during your participation in the U.S. Referral Program, (b) any violation or claimed violation of a third party’s rights resulting from your participation in the U.S. Referral Program; or (c) any negligence or willful misconduct arising out of your participation in the U.S. Referral Program.
Bonus Table
Bonus Type Bonus Amount Bonus Timing Bonus Limits
Client Referral Bonus Visa Gift Card in the amount of $500.00 USD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. Limited to ten (10) Client Referral Bonuses per Client Referrer per year.
Client Demo Bonus Visa Gift Card in the amount of $25.00 USD for each Qualified Referral that attends a sales demo with a Podium Sales representative OR signs up for a qualified free trial of Podium Services $25.00 Bonus will be provided within seven (7) days of the applicable Qualified Referral starting a Podium Free Trial OR completing a sales demo for Podium Service with a Podium Sales Representative. Limited to ten (10) Client Demo Bonuses per Client Referrer per year.
Friend Referral Bonus Visa Gift Card in the amount of $500.00 USD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services Subscription. Limited to ten (10) Friend Referral Bonuses per Friend of Podium per year.
Friend Demo Bonus Visa Gift Card in the amount of $25.00 USD for each Qualified Referral that attends a sales demo with a Podium Sales Representative OR signs up for the qualified free trial of Podium Services $25.00 Bonus will be provided within seven (7) days of the applicable Qualified Referral starting a Podium Free Trial OR completing a sales demo for Podium Service with a Podium Sales Representative. Limited to ten (10) Friend Demo Bonuses per Friend of Podium per year.
Employee Referral Bonus $500.00 USD per Referred Client Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. NA
Referred Client Bonus Visa Gift Card in the amount of $500.00 USD per Referred Client Bonus will be provided to Podium Client business after the Referred Client has completed the first two (2) months of its qualifying paid Podium Services Limited to one (1) bonus per Referred Client.
Podium Referral Program Terms (AUS)
These Podium Australia Referral Program Terms (these “AUS Terms”) govern your participation in the Podium Australia Referral Program, as more fully described below (the “AUS Referral Program”). By submitting a Referral or otherwise participating in the AUS Referral Program, you agree to these AUS Terms, which are an agreement between you and Podium Corporation, Inc., a Delaware corporation (“Podium“) and which are incorporated by this reference into the Podium Terms of Service. Podium reserves the right to amend the AUS Terms and modify (including terminating) the AUS Referral Program from time to time at its discretion. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service and any other terms and conditions referenced therein. You will not have the authority, expressed or implied, to make any commitment or incur any obligation(s) on behalf of Podium other than those expressly set forth in these AUS Terms.
Definitions
1. "Podium Client" means any business with a current paid Podium Inbox or Bundle Subscription.
2. "Referral" means a business entity referred to Podium by a Client Referrer directly (or through the assistance of an Employee Referrer) as a prospective Podium Client in accordance with the processes set forth in these AUS Terms.
3. "Participant" means any Client Referrer, Employee Referrer, or Referred Client that participates in the AUS Referral Program.
4. "Qualified Referral" means a Referral that meets the eligibility requirements set forth in these AUS Terms and is accepted by Podium through the Referral Portal or which uses a valid referral code to purchase a Podium Inbox or Bundle Subscription. A "Qualified Referral" may not be an individual person.
5. "Referred Client" means a Qualified Referral that purchases a paid Podium Inbox or Bundle Subscription (as more fully described at https://www.podium.com/pricing/) and maintains that subscription for at least two (2) months.
6. "Client Referrer" means a Podium Client (including its Authorized Users) that meets the eligibility requirements set forth in these AUS Terms and which submits a Referral to Podium in accordance with these AUS Terms.
Referral Submission Program Overview
The AUS Referral Program is offered by Podium and, subject to these AUS Terms, provides Participants the opportunity to receive certain bonuses (as more fully defined below) (collectively “Bonuses”) as part of their participation in the AUS Referral Program. These AUS Terms apply to all Participants, including eligible Client Referrers, Employee Referrers, and Referred Clients, so please read carefully to understand your respective rights and obligations. The AUS Referral Program is available to Participants located in Australia only.
Client Referral Bonus. Subject to these AUS Terms, including any applicable eligibility requirements, Client Referrers may receive a one-time bonus (“Client Referral Bonus”) in the amount set forth in the Bonus Table below (“Bonus Table”) for each Qualified Referral they submit and which becomes a Referred Client. In addition to the other eligibility requirements set forth below, in order to be considered a Qualified Referral, Client Referrers must submit/register each Referral by one of the following methods:
(1) By submitting all necessary Referral information into the Referral landing page ("Referral Portal") provided by Podium; or
(2) By providing the Referral with the Client Referrer's unique Podium referral link ("Referral Link"), which the Referral must use when purchasing the Podium Subscription. The Client Referral bonus will be sent to the applicable party only after the Referred Client has been a Podium Client for two (2) months. The Client Referral Bonus is limited to ten (10) Bonuses per Client Referrer per year. These limits are set and may be adjusted in Podium's sole discretion.
Additionally, subject to any applicable limits set forth in these AUS Terms, Client Referrers may also receive a bonus (as more fully described in the Bonus Table below) (“Client Demo Bonus”) for each Qualified Referral they submit to Podium that either (1) attends a sales demo with a Podium Sales representative; OR (2) signs up for a qualified free trial of Podium Services. Any applicable Demo Bonus will be sent to the Client Referrer seven (7) days after the Qualified Referral has completed the Podium sales demo or a qualified free trial sign-up has been confirmed.
As a Client Referrer, you understand that you will be responsible for any taxes that become applicable due to your participation in the AUS Referral Program. Additionally, as a Client Referrer, you understand and agree that the relationship between you and Podium that of independent contractors. Nothing in these AUS Terms will be deemed to create an employment, partnership, joint venture or agency relationship between you and Podium.
Employee Referral Bonus. Subject to these AUS Terms, including any eligibility requirements, Employee Referrers may receive a one-time bonus ("Employee Referral Bonus") in the amount set forth in the Bonus Table below for each Referred Client they help refer to Podium by either:
(1) Submitting required Referral information, on behalf of a Podium Client, through the Podium Employee Referral landing page ("Employee Landing Page"); or
(2) assisting a Podium Client in generating its custom Referral Link through the Employee Landing Page, which is then used by a Qualified Referral to purchase its Podium Inbox or Bundle Subscription.
The Employee Referrer Bonus payout will be processed by Podium’s internal finance team after the applicable Referred Client has maintained a paid Podium Inbox or Bundle Subscription for at least two (2) months. The Employee Referrer Bonus will be subject to any appliable taxes.
Referred Client Bonus. Following a confirmed purchase of a new Podium Platform/Inbox subscription lasting at least two (2) months, a Referred Client may also be eligible to receive a one-time Referred Client Bonus (“Referred Client Bonus”), as more clearly set forth in the Bonus Table below. This Referred Client Bonus will be sent to the Referred Client business entity by email, using the primary contact listed on the applicable Podium Client account. Each Referred Client is solely response for ensuring that the contact information on its account is correct and up to date.
Referral Program Eligibility
1. To be eligible for participation in the AUS Referral Program, Client Referrers must agree to and comply with the following eligibility criteria. Client Referrer must be:
1. a current Podium Client;
2. current on owed accounts to Podium and must not be in breach of any of Podium's Terms of Service; and
3. be located in Australia.
2. To be eligible for participation in the AUS Referral Program, Employee Referrers must agree to and comply with the following eligibility criteria. Employee Referrer must:
1. be currently employed by Podium
2. comply with the AUS Terms; and
3. be located in Australia.
3. The following are not eligible for the AUS Referral Program as Participants:
1. Podium Partners, including Reseller , Referral, Developer, Technology, or Managed Service Provider Partners;
2. Owners, operators, decision makers or employees of a business may not refer their own businesses as Referrals.
3. Podium Clients, businesses, or individuals located outside of Australia.
Qualified Referral Eligibility & Process
Client Referrers must (1) register each Referral via the Referral Portal OR (2) utilize a valid custom Referral Link, as provided by Podium, in order for any Referrals submitted to Podium to be considered a Qualified Referral. Each Referral submitted through the Referral Portal must include, at a minimum, the information required in the form, or as otherwise specified by Podium, including but not limited to name and contact details, which must be accurate and completed in full in order for the Referral to be accepted. By submitting a Referral, Client Referrers understand and agree that Podium may contact the referred party.
Additionally, to be considered a Qualified Referral for an Employee Referrer, a Referral must (1) be registered by the Employee, on behalf of a Podium Client, via the Employee Landing Page, OR (2) be processed using a valid Podium Client Referral Link, which the Employee Referrer assisted in generating via the Employee Landing Page.
1. Refusal. Podium may decline a Referral submission for any reason, including but not limited to the following:
1.1. Such Referral is
1.1.1. a current Podium Client;
1.1.2. a former Podium Client that has canceled Podium within the last 120 days;
1.1.3. a former or current Partner of Podium;
1.1.4. owned directly or indirectly by the Client Referrer referring that business;
1.1.5. an active Podium sales opportunity with contact in the past 30 days; or
1.2. Such Referral has already been submitted to Podium by a Partner, another referrer, another Podium Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Referral from multiple Podium Clients);
1.3. Such Referral does not meet Podium's qualification for its clients for reasons of credit worthiness, type of business, validity, of business, or location;
1.4. Such Referral is identified as a Podium competitor or Reseller Partner.
Participant's Code of Conduct
Participants must not violate any of these Terms, or otherwise engage in activity that could be considered harassment toward other users. Participants agree to not use the Program to:
1. Violate the intellectual property rights of Podium or any other third party;
2. Engage in any actions that are designed to disrupt or undermine the AUS Referral Program.
3. Make attempts to gain unauthorized access to Podium Technology or the AUS Referral Program for any reason;
4. Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Podium intellectual property or stop the function of the Podium Services;
5. Engage in behavior designed to annoy or harass others;
6. Engage in actions that disparage or malign or call into question Podium’s reputation;
7. Refer entities or individuals prohibited by Podium’s Terms of Service or Acceptable Use Policy
8. Engage in spam or violate the law. You agree that you will at all times remain compliant with all applicable Laws. If you use Podium’s Platform or tools to invite friends, family, or others to become users/clients of Podium, you will do so only in compliance with applicable Laws, these Terms, and the Podium Terms of Service. In particular, you represent and warrant that you will only send a text or email invitation to individuals who have provided you the necessary consent to receive such texts and or emails.
In particular, the following specific activities are prohibited:
8.1. Mass emailing and messaging people you do not personally know;
8.2. Use of automated systems or bots through any channel to distribute or post your referral code;
8.3. Use of scripts, or similar programmed dialers to send invites or to communicate referral codes; and
8.4. Posting referral codes on event or venue pages without express permission from the event or venue owner
9. Engage in misrepresentation. You will not attempt to mislead anyone in connection with the AUS Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
9.1. Impersonate any person or entity;
9.2. Create fake accounts, blogs, webpages, profiles, websites, links, or messages;
9.3. Misrepresent your relationship with Podium or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Podium);
9.4. Suggest that an affiliation or partnership exists with a third party where none exists.
9.5. Make misrepresentations with respect to the characteristics or qualification requirements for any Bonus(s). You acknowledge that Podium may change the characteristics or qualification requirements for any Bonus(es) in its discretion, and therefore you shall not represent any fixed characteristics.
Indemnification
By participating in the AUS Referral Program, you agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to comply with these Terms or any applicable laws, rules, and regulations during your participation in the AUS Referral Program, (b) any violation or claimed violation of a third party’s rights resulting from your participation in the AUS Referral Program; or (c) any negligence or willful misconduct arising out of your participation in the AUS Referral Program.
Bonus Table
Bonus Type Bonus Amount Bonus Timing Bonus Limits
Client Referral Bonus Visa Gift Card in the amount of $700.00 AUD per Referred Client $700.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. Limited to ten (10) Client Referral Bonuses per Client Referrer per year.
Client Demo Bonus Visa Gift Card in the amount of $50.00 USD for each Qualified Referral that attends a sales demo with a Podium Sales representative OR signs up for a qualified free trial of Podium Services $50.00 Bonus will be provided within seven (7) days of the applicable Qualified Referral starting a Podium Free Trial OR completing a sales demo for Podium Service with a Podium Sales Representative. Limited to ten (10) Client Demo Bonuses per Client Referrer per year.
Employee Referral Bonus $700.00 USD per Referred Client Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. NA
Referred Client Bonus Visa Gift Card in the amount of $700.00 AUD per Referred Client Bonus will be provided to Podium Client business after the Referred Client has completed the first two (2) months of its qualifying paid Podium Services Limited to one (1) bonus per Referred Client.
Effective March 15th 2023 to May 3rd 2023
Download
Table of Contents
Podium Referral Program Terms
These Podium Referral Program Terms (these “Terms”) govern your participation in the Podium Referral Program, as more fully described below (the “Referral Program”). By submitting a Referral or otherwise participating in the Referral Program, you agree to these Terms, which are an agreement between you and Podium Corporation, Inc., a Delaware corporation (“Podium“) and which are incorporated by this reference into the Podium Terms of Service. Podium reserves the right to amend the Terms and modify (including terminating) the Referral Program from time to time at its discretion. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service and any other terms and conditions referenced therein.
You will not have the authority, expressed or implied, to make any commitment or incur any obligation(s) on behalf of Podium other than those expressly set forth in these Terms.
Definitions
1. "Podium Client" means any business with a current paid Podium Inbox or Bundle Subscription.
2. "Referral" means a business entity referred to Podium by a Friend of Podium or Client Referrer directly (or through the assistance of an Employee Referrer) as a prospective Podium Client in accordance with the processes set forth in these Terms.
3. "Participant" means any Client Referrer, Employee Referrer, Friend of Podium, or Referred Client that participates in the Podium Referral Program.
4. "Qualified Referral" means a Referral that meets the eligibility requirements set forth in these Terms and is accepted by Podium through the Referral Portal or which uses a valid referral code to purchase a Podium Inbox or Bundle Subscription. A "Qualified Referral" may not be an individual person.
5. "Referred Client" means a Qualified Referral that purchases a paid Podium Inbox or Bundle Subscription (as more fully described at https://www.podium.com/pricing/) and maintains that subscription for at least two (2) months.
6. "Client Referrer” means a Podium Client (including its Authorized Users) that meets the eligibility requirements set forth in these Terms and which submits a Referral to Podium in accordance with these Terms.
7. "Friends of Podium" means an individual or business (other than a Podium Client or Podium Employee) that meets the eligibility requirements set forth in these Terms and which submits a Referral to Podium in accordance with these Terms.
Referral Submission Program Overview
The Referral Program is offered by Podium and, subject to these Terms, provides Participants the opportunity to receive certain bonuses (as more fully defined below) (collectively “Bonuses”) as part of their participation in the Referral Program. These Terms apply to all Participants, including eligible Client Referrers, Employee Referrers, Friends of Podium, and Referred Clients, so please read carefully to understand your respective rights and obligations. The Referral Program is available to Participants located in the United States only.
Client Referral & Friends of Podium Referral Bonus. Subject to these Terms, including any applicable eligibility requirements, Client Referrers may receive a one-time bonus (“Client Referral Bonus”) in the amount set forth in the Bonus Table below (“Bonus Table”) for each Qualified Referral they submit and which becomes a Referred Client. In addition to the other eligibility requirements set forth below, in order to be considered a Qualified Referral, Client Referrers must submit/register each Referral by one of the following methods:
(1) By submitting all necessary Referral information into the Referral landing page ("Referral Portal") provided by Podium; or
(2) By providing the Referral with the Client Referrer's or the Friend Referrer's (as applicable) unique Podium referral link ("Referral Link"), which the Referral must use when purchasing the Podium Subscription.
The Client Referral bonus or Friend Referral Bonus will be sent to the applicable party only after the Referred Client has been a Podium Client for two (2) months. The Client Referral Bonus and Friend Referral Bonus (as applicable) is limited to ten (10) Bonuses per Client Referrer/Friend of Podium per year. These limits are set and may be adjusted at Podium's sole discretion.
Additionally, subject to any applicable limits set forth in these Terms, Client Referrers/Friends of Podium may also receive a bonus (as more fully described in the Bonus Table below) (“Client Demo Bonus” or "Friend Demo Bonus" as applicable) for each Qualified Referral they submit to Podium that either (1) attends a sales demo with a Podium Sales representative; OR (2) signs up for a qualified free trial of Podium Services. Any applicable Demo Bonus will be sent to the Client Referrer/Friend of Podium seven (7) days after the Qualified Referral has completed the Podium sales demo or a qualified free trial sign-up has been confirmed.
As a Client Referrer or Friend of Podium, if your combined annual Bonuses total $600.00 USD or more, you must complete and submit a W-9 Tax Form to Podium. Additionally, as a Client Referrer or Friend of Podium, you understand and agree that the relationship between you and Podium that of independent contractors. Nothing in these Terms will be deemed to create an employment, partnership, joint venture or agency relationship between you and Podium.
Employee Referral Bonus. Subject to these Terms, including any eligibility requirements, Employee Referrers may receive a one-time bonus ("Employee Referral Bonus") in the amount set forth in the Bonus Table below for each Referred Client they help refer to Podium by either:
(1) Submitting required Referral information, on behalf of a Podium Client, through the Podium Employee Referral landing page ("Employee Landing Page"); or
(2) assisting a Podium Client in generating its custom Referral Link through the Employee Landing Page, which is then used by a Qualified Referral to purchase its Podium Inbox or Bundle Subscription.
The Employee Referrer Bonus payout will be processed by Podium’s internal finance team after the applicable Referred Client has maintained a paid Podium Inbox or Bundle Subscription for at least two (2) months. The Employee Referrer Bonus will be subject to any appliable taxes.
Referred Client Bonus. Following a confirmed purchase of a new Podium Platform/Inbox subscription lasting at least two (2) months, a Referred Client may also be eligible to receive a one-time Referred Client Bonus (“Referred Client Bonus”), as more clearly set forth in the Bonus Table below. This Referred Client Bonus will be sent to the Referred Client business entity by email, using the primary contact listed on the applicable Podium Client account. Each Referred Client is solely response for ensuring that the contact information on its account is correct and up to date.
Referral Program Eligibility:
1. To be eligible for participation in the Referral Program, Client Referrers must agree to and comply with the following eligibility criteria. Client Referrer must be:
1. a current Podium Client;
2. current on owed accounts to Podium and must not be in breach of any of Podium's Terms of Service; and
3. located in the US.
2. To be eligible for participation in the Referral Program, Friends of Podium must agree to and comply with the following eligibility criteria. A Friend of Podium must:
1. comply with the Terms
2. be located in the U.S.
3. not be a Podium Client or Podium Employee
3. To be eligible for participation in the Referral Program, Employee Referrers must agree to and comply with the following eligibility criteria. Employee Referrer must:
1. be currently employed by Podium;
2. comply with the Terms; and
3. be located in the US.
4. The following are not eligible for the Podium Referral Program as Participants:
1. Podium Partners, including Reseller, Referral Developer, Technology, or Managed Service Provider Partners;
2. Owners, operators, employees of a business may not refer their own businesses as Referrals.
3. Podium Clients, businesses, or individuals located outside the US.
Qualified Referral Eligibility & Process
Client Referrers and Friends of Podium must (1) register each Referral via the Referral Portal OR (2) utilize a valid custom Referral Link, as provided by Podium, in order for any Referrals submitted to Podium to be considered a Qualified Referral. Each Referral submitted through the Referral Portal must include, at a minimum, the information required in the form, or as otherwise specified by Podium, including but not limited to name and contact details, which must be accurate and completed in full in order for the Referral to be accepted. By submitting a Referra, Client Referrers and Friends of Podium understand and agree that Podium may contact the referred party.
Additionally, to be considered a Qualified Referral for an Employee Referrer, a Referral must (1) be registered by the Employee, on behalf of a Podium Client, via the Employee Landing Page, OR (2) be processed using a valid Podium Client Referral Link, which the Employee Referrer assisted in generating via the Employee Landing Page.
1. Refusal. Podium may decline a Referral submission for any reason, including but not limited to the following:
1.1. Such Referral is
1.1.1. a current Podium Client;
1.1.2. a former Podium Client that has canceled Podium within the last 120 days;
1.1.3. a former or current Partner of Podium;
1.1.4. owned directly or indirectly by the Client Referrer or the Friend of Podium referring that business;
1.1.5. an active Podium sales opportunity with contact in the past 30 days; or
1.2. Such Referral has already been submitted to Podium by a Partner, another referrer, another Podium Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Referral from multiple Podium Clients or Friends of Podium);
1.3. Such Referral does not meet Podium's qualification for its clients for reasons of credit worthiness, type of business, validity, of business, or location;
1.4. Such referral is identified as a Podium competitor or Reseller Partner.
Participant's Code of Conduct
Participants must not violate any of these Terms, or otherwise engage in activity that could be considered harassment toward other users. Participants agree to not use the Program to:
1. Violate the intellectual property rights of Podium or any other third party;
2. Engage in any actions that are designed to disrupt or undermine the Referral Program;
3. Make attempts to gain unauthorized access to Podium Technology or the Referral Program for any reason;
4. Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Podium intellectual property or stop the function of the Podium Services;
5. Engage in behavior designed to annoy or harass others;
6. Engage in actions that disparage or malign or call into question Podium's reputation;
7. Refer entities or individuals prohibited by Podium’s Terms of Service or Acceptable Use Policy;
8. Engage in spam or violate the law. You agree that you will at all times remain compliant with all applicable Laws. If you use Podium’s Platform or tools to invite friends, family, or others to become users/clients of Podium, you will do so only in compliance with applicable Laws, these Terms, and the Podium Terms of Service. In particular, you represent and warrant that you will only send a text or email invitation to individuals who have provided you the necessary consent to receive such texts and or emails.
In particular, the following specific activities are prohibited:
8.1. Mass emailing and messaging people you do not personally know;
8.2. Use of automated systems or bots through any channel to distribute or post your referral code;
8.3. Use of scripts, or similar programmed dialers to send invites or to communicate referral codes; and
8.4. Posting referral codes on event or venue pages without express permission from the event or venue owner.
9. Engage in misrepresentation. You will not attempt to mislead anyone in connection with the Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
9.1. Impersonate any person or entity;
9.2. Create fake accounts, blogs, webpages, profiles, websites, links, or messages;
9.3. Misrepresent your relationship with Podium or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Podium);
9.4. Suggest that an affiliation or partnership exists with a third party where none exists.
9.5. Make misrepresentations with respect to the characteristics or qualification requirements for any Bonus(es). You acknowledge that Podium may change the characteristics or qualification requirements for any Bonus(es) in its discretion, and therefore you shall not represent any fixed characteristics.
Indemnification.
By participating in the Referral Program, you agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to comply with these Terms or any applicable laws, rules, and regulations during your participation in the Referral Program, (b) any violation or claimed violation of a third party’s rights resulting from your participation in t the Referral Program; or (c) any negligence or willful misconduct arising out of your participation in the Referral Program.
Bonus Table
Bonus Type Bonus Amount Bonus Timing Bonus Limits
Client Referral Bonus Visa Gift Card in the amount of $500.00 USD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. Limited to ten (10) Client Referral Bonuses per Client Referrer per year.
Client Demo Bonus Visa Gift Card in the amount of $25.00 USD for each Qualified Referral that attends a sales demo with a Podium Sales representative OR signs up for a qualified free trial of Podium Services $25.00 Bonus will be provided within seven (7) days of the applicable Qualified Referral starting a Podium Free Trial OR completing a sales demo for Podium Service with a Podium Sales Representative. Limited to ten (10) Client Demo Bonuses per Client Referrer per year.
Friend Referral Bonus Visa Gift Card in the amount of $500.00 USD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services Subscription. Limited to ten (10) Friend Referral Bonuses per Friend of Podium per year.
Friend Demo Bonus
Visa Gift Card in the amount of $25.00 USD for each Qualified Referral that attends a sales demo with a Podium Sales Representative OR signs up for the qualified free trial of Podium Services
$25.00 Bonus will be provided within seven (7) days of the applicable Qualified Referral starting a Podium Free Trial OR completing a sales demo for Podium Service with a Podium Sales Representative. Limited to ten (10) Friend Demo Bonuses per Friend of Podium per year.
Employee Referral Bonus $500.00 USD per Referred Client Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. NA
Referred Client Bonus Visa Gift Card in the amount of $500.00 USD per Referred Client Bonus will be provided to Podium Client business after the Referred Client has completed the first two (2) months of its qualifying paid Podium Services Limited to one (1) bonus per Referred Client.
Effective March 15th 2023 to March 15th 2023
Download
Table of Contents
Podium Referral Program Terms
These Podium Referral Program Terms (these “Terms”) govern your participation in the Podium Referral Program, as more fully described below (the “Referral Program”). By submitting a Referral or otherwise participating in the Referral Program, you agree to these Terms, which are an agreement between you and Podium Corporation, Inc., a Delaware corporation (“Podium“) and which are incorporated by this reference into the Podium Terms of Service. Podium reserves the right to amend the Terms and modify (including terminating) the Referral Program from time to time at its discretion. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service and any other terms and conditions referenced therein.
You will not have the authority, expressed or implied, to make any commitment or incur any obligation(s) on behalf of Podium other than those expressly set forth in these Terms.
Definitions
1. "Podium Client" means any business with a current paid Podium Inbox or Bundle Subscription.
2. "Referral" means a business entity referred to Podium by a Friend of Podium or Client Referrer directly (or through the assistance of an Employee Referrer) as a prospective Podium Client in accordance with the processes set forth in these Terms.
3. "Participant" means any Client Referrer, Employee Referrer, Friend of Podium, or Referred Client that participates in the Podium Referral Program.
4. "Qualified Referral" means a Referral that meets the eligibility requirements set forth in these Terms and is accepted by Podium through the Referral Portal or which uses a valid referral code to purchase a Podium Inbox or Bundle Subscription. A "Qualified Referral" may not be an individual person.
5. "Referred Client" means a Qualified Referral that purchases a paid Podium Inbox or Bundle Subscription (as more fully described at https://www.podium.com/pricing/) and maintains that subscription for at least two (2) months.
6. "Client Referrer” means a Podium Client (including its Authorized Users) that meets the eligibility requirements set forth in these Terms and which submits a Referral to Podium in accordance with these Terms.
7. "Friends of Podium" means an individual or business (other than a Podium Client or Podium Employee) that meets the eligibility requirements set forth in these Terms and which submits a Referral to Podium in accordance with these Terms.
Referral Submission Program Overview
The Referral Program is offered by Podium and, subject to these Terms, provides Participants the opportunity to receive certain bonuses (as more fully defined below) (collectively “Bonuses”) as part of their participation in the Referral Program. These Terms apply to all Participants, including eligible Client Referrers, Employee Referrers, Friends of Podium, and Referred Clients, so please read carefully to understand your respective rights and obligations. The Referral Program is available to Participants located in the United States only.
Client Referral & Friends of Podium Referral Bonus. Subject to these Terms, including any applicable eligibility requirements, Client Referrers may receive a one-time bonus (“Client Referral Bonus”) in the amount set forth in the Bonus Table below (“Bonus Table”) for each Qualified Referral they submit and which becomes a Referred Client. In addition to the other eligibility requirements set forth below, in order to be considered a Qualified Referral, Client Referrers must submit/register each Referral by one of the following methods:
(1) By submitting all necessary Referral information into the Referral landing page ("Referral Portal") provided by Podium; or
(2) By providing the Referral with the Client Referrer's or the Friend Referrer's (as applicable) unique Podium referral link ("Referral Link"), which the Referral must use when purchasing the Podium Subscription.
The Client Referral bonus or Friend Referral Bonus will be sent to the applicable party only after the Referred Client has been a Podium Client for two (2) months. The Client Referral Bonus and Friend Referral Bonus (as applicable) is limited to ten (10) Bonuses per Client Referrer/Friend of Podium per year. These limits are set and may be adjusted at Podium's sole discretion.
Additionally, subject to any applicable limits set forth in these Terms, Client Referrers/Friends of Podium may also receive a bonus (as more fully described in the Bonus Table below) (“Client Demo Bonus” or "Friend Demo Bonus" as applicable) for each Qualified Referral they submit to Podium that either (1) attends a sales demo with a Podium Sales representative; OR (2) signs up for a qualified free trial of Podium Services. Any applicable Demo Bonus will be sent to the Client Referrer/Friend of Podium seven (7) days after the Qualified Referral has completed the Podium sales demo or a qualified free trial sign-up has been confirmed.
As a Client Referrer or Friend of Podium, if your combined annual Bonuses total $600.00 USD or more, you must complete and submit a W-9 Tax Form to Podium. Additionally, as a Client Referrer or Friend of Podium, you understand and agree that the relationship between you and Podium that of independent contractors. Nothing in these Terms will be deemed to create an employment, partnership, joint venture or agency relationship between you and Podium.
Employee Referral Bonus. Subject to these Terms, including any eligibility requirements, Employee Referrers may receive a one-time bonus ("Employee Referral Bonus") in the amount set forth in the Bonus Table below for each Referred Client they help refer to Podium by either:
(1) Submitting required Referral information, on behalf of a Podium Client, through the Podium Employee Referral landing page ("Employee Landing Page"); or
(2) assisting a Podium Client in generating its custom Referral Link through the Employee Landing Page, which is then used by a Qualified Referral to purchase its Podium Inbox or Bundle Subscription.
The Employee Referrer Bonus payout will be processed by Podium’s internal finance team after the applicable Referred Client has maintained a paid Podium Inbox or Bundle Subscription for at least two (2) months. The Employee Referrer Bonus will be subject to any appliable taxes.
Referred Client Bonus. Following a confirmed purchase of a new Podium Platform/Inbox subscription lasting at least two (2) months, a Referred Client may also be eligible to receive a one-time Referred Client Bonus (“Referred Client Bonus”), as more clearly set forth in the Bonus Table below. This Referred Client Bonus will be sent to the Referred Client business entity by email, using the primary contact listed on the applicable Podium Client account. Each Referred Client is solely response for ensuring that the contact information on its account is correct and up to date.
Referral Program Eligibility:
1. To be eligible for participation in the Referral Program, Client Referrers must agree to and comply with the following eligibility criteria. Client Referrer must be:
1. a current Podium Client;
2. current on owed accounts to Podium and must not be in breach of any of Podium's Terms of Service; and
3. located in the US.
2. To be eligible for participation in the Referral Program, Friends of Podium must agree to and comply with the following eligibility criteria. A Friend of Podium must:
1. comply with the Terms
2. be located in the U.S.
3. not be a Podium Client or Podium Employee
3. To be eligible for participation in the Referral Program, Employee Referrers must agree to and comply with the following eligibility criteria. Employee Referrer must:
1. be currently employed by Podium;
2. comply with the Terms; and
3. be located in the US.
4. The following are not eligible for the Podium Referral Program as Participants:
1. Podium Partners, including Reseller, Referral Developer, Technology, or Managed Service Provider Partners;
2. Owners, operators, employees of a business may not refer their own businesses as Referrals.
3. Podium Clients, businesses, or individuals located outside the US.
Qualified Referral Eligibility & Process
Client Referrers and Friends of Podium must (1) register each Referral via the Referral Portal OR (2) utilize a valid custom Referral Link, as provided by Podium, in order for any Referrals submitted to Podium to be considered a Qualified Referral. Each Referral submitted through the Referral Portal must include, at a minimum, the information required in the form, or as otherwise specified by Podium, including but not limited to name and contact details, which must be accurate and completed in full in order for the Referral to be accepted. By submitting a Referra, Client Referrers and Friends of Podium understand and agree that Podium may contact the referred party.
Additionally, to be considered a Qualified Referral for an Employee Referrer, a Referral must (1) be registered by the Employee, on behalf of a Podium Client, via the Employee Landing Page, OR (2) be processed using a valid Podium Client Referral Link, which the Employee Referrer assisted in generating via the Employee Landing Page.
1. Refusal. Podium may decline a Referral submission for any reason, including but not limited to the following:
1.1. Such Referral is
1.1.1. a current Podium Client;
1.1.2. a former Podium Client that has canceled Podium within the last 120 days;
1.1.3. a former or current Partner of Podium;
1.1.4. owned directly or indirectly by the Client Referrer or the Friend of Podium referring that business;
1.1.5. an active Podium sales opportunity with contact in the past 30 days; or
1.2. Such Referral has already been submitted to Podium by a Partner, another referrer, another Podium Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Referral from multiple Podium Clients or Friends of Podium);
1.3. Such Referral does not meet Podium's qualification for its clients for reasons of credit worthiness, type of business, validity, of business, or location;
1.4. Such referral is identified as a Podium competitor or Reseller Partner.
Participant's Code of Conduct
Participants must not violate any of these Terms, or otherwise engage in activity that could be considered harassment toward other users. Participants agree to not use the Program to:
1. Violate the intellectual property rights of Podium or any other third party;
2. Engage in any actions that are designed to disrupt or undermine the Referral Program;
3. Make attempts to gain unauthorized access to Podium Technology or the Referral Program for any reason;
4. Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Podium intellectual property or stop the function of the Podium Services;
5. Engage in behavior designed to annoy or harass others;
6. Engage in actions that disparage or malign or call into question Podium's reputation;
7. Refer entities or individuals prohibited by Podium’s Terms of Service or Acceptable Use Policy;
8. Engage in spam or violate the law. You agree that you will at all times remain compliant with all applicable Laws. If you use Podium’s Platform or tools to invite friends, family, or others to become users/clients of Podium, you will do so only in compliance with applicable Laws, these Terms, and the Podium Terms of Service. In particular, you represent and warrant that you will only send a text or email invitation to individuals who have provided you the necessary consent to receive such texts and or emails.
In particular, the following specific activities are prohibited:
8.1. Mass emailing and messaging people you do not personally know;
8.2. Use of automated systems or bots through any channel to distribute or post your referral code;
8.3. Use of scripts, or similar programmed dialers to send invites or to communicate referral codes; and
8.4. Posting referral codes on event or venue pages without express permission from the event or venue owner.
9. Engage in misrepresentation. You will not attempt to mislead anyone in connection with the Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
9.1. Impersonate any person or entity;
9.2. Create fake accounts, blogs, webpages, profiles, websites, links, or messages;
9.3. Misrepresent your relationship with Podium or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Podium);
9.4. Suggest that an affiliation or partnership exists with a third party where none exists.
9.5. Make misrepresentations with respect to the characteristics or qualification requirements for any Bonus(es). You acknowledge that Podium may change the characteristics or qualification requirements for any Bonus(es) in its discretion, and therefore you shall not represent any fixed characteristics.
Indemnification.
By participating in the Referral Program, you agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to comply with these Terms or any applicable laws, rules, and regulations during your participation in the Referral Program, (b) any violation or claimed violation of a third party’s rights resulting from your participation in t the Referral Program; or (c) any negligence or willful misconduct arising out of your participation in the Referral Program.
Bonus Table
Bonus Type Bonus Amount Bonus Timing Bonus Limits
Client Referral Bonus Visa Gift Card in the amount of $500.00 USD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. Limited to ten (10) Client Referral Bonuses per Client Referrer per year.
Client Demo Bonus Visa Gift Card in the amount of $25.00 USD for each Qualified Referral that attends a sales demo with a Podium Sales representative OR signs up for a qualified free trial of Podium Services $25.00 Bonus will be provided within seven (7) days of the applicable Qualified Referral starting a Podium Free Trial OR completing a sales demo for Podium Service with a Podium Sales Representative. Limited to ten (10) Client Demo Bonuses per Client Referrer per year.
Friend Referral Bonus Visa Gift Card in the amount of $500.00 USD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services Subscription. Limited to ten (10) Friend Referral Bonuses per Friend of Podium per year.
Friend Demo Bonus
Visa Gift Card in the amount of $250.00USD for each Qualified Referral that attends a sales demo with a Podium Sales Representative OR signs up for the qualified free trial of Podium Services
$25.00 Bonus will be provided within seven (7) days of the applicable Qualified Referral starting a Podium Free Trial OR completing a sales demo for Podium Service with a Podium Sales Representative. Limited to ten (10) Friend Demo Bonuses per Friend of Podium per year.
Employee Referral Bonus $500.00 USD per Referred Client Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. NA
Referred Client Bonus Visa Gift Card in the amount of $500.00 USD per Referred Client Bonus will be provided to Podium Client business after the Referred Client has completed the first two (2) months of its qualifying paid Podium Services Limited to one (1) bonus per Referred Client.
Effective March 7th 2023 to March 15th 2023
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Table of Contents
Podium Referral Program Terms
These Podium Referral Program Terms (these “Terms”) govern your participation in the Podium Referral Program, as more fully described below (the “Referral Program”). By submitting a Referral or otherwise participating in the Referral Program, you agree to these Terms, which are an agreement between you and Podium Corporation, Inc., a Delaware corporation (“Podium“) and which are incorporated by this reference into the Podium Terms of Service. Podium reserves the right to amend the Terms and modify (including terminating) the Referral Program from time to time at its discretion. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service and any other terms and conditions referenced therein.
You will not have the authority, expressed or implied, to make any commitment or incur any obligation(s) on behalf of Podium other than those expressly set forth in these Terms.
Definitions
1. "Podium Client" means any business with a current paid Podium Inbox or Bundle Subscription.
2. "Referral" means a business entity referred to Podium by a Friend of Podium or Client Referrer directly (or through the assistance of an Employee Referrer) as a prospective Podium Client in accordance with the processes set forth in these Terms.
3. "Participant" means any Client Referrer, Employee Referrer, Friend of Podium, or Referred Client that participates in the Podium Referral Program.
4. "Qualified Referral" means a Referral that meets the eligibility requirements set forth in these Terms and is accepted by Podium through the Referral Portal or which uses a valid referral code to purchase a Podium Inbox or Bundle Subscription. A "Qualified Referral" may not be an individual person.
5. "Referred Client" means a Qualified Referral that purchases a paid Podium Inbox or Bundle Subscription (as more fully described at https://www.podium.com/pricing/) and maintains that subscription for at least two (2) months.
6. "Client Referrer” means a Podium Client (including its Authorized Users) that meets the eligibility requirements set forth in these Terms and which submits a Referral to Podium in accordance with these Terms.
7. "Friends of Podium" means an individual or business (other than a Podium Client or Podium Employee) that meets the eligibility requirements set forth in these Terms and which submits a Referral to Podium in accordance with these Terms.
Referral Submission Program Overview
The Referral Program is offered by Podium and, subject to these Terms, provides Participants the opportunity to receive certain bonuses (as more fully defined below) (collectively “Bonuses”) as part of their participation in the Referral Program. These Terms apply to all Participants, including eligible Client Referrers, Employee Referrers, Friends of Podium, and Referred Clients, so please read carefully to understand your respective rights and obligations. The Referral Program is available to Participants located in the United States only.
Client Referral & Friends of Podium Referral Bonus. Subject to these Terms, including any applicable eligibility requirements, Client Referrers may receive a one-time bonus (“Client Referral Bonus”) in the amount set forth in the Bonus Table below (“Bonus Table”) for each Qualified Referral they submit and which becomes a Referred Client. In addition to the other eligibility requirements set forth below, in order to be considered a Qualified Referral, Client Referrers must submit/register each Referral by one of the following methods:
(1) By submitting all necessary Referral information into the Referral landing page ("Referral Portal") provided by Podium; or
(2) By providing the Referral with the Client Referrer's or the Friend Referrer's (as applicable) unique Podium referral link ("Referral Link"), which the Referral must use when purchasing the Podium Subscription.
The Client Referral bonus or Friend Referral Bonus will be sent to the applicable party only after the Referred Client has been a Podium Client for two (2) months. The Client Referral Bonus and Friend Referral Bonus (as applicable) is limited to ten (10) Bonuses per Client Referrer/Friend of Podium per year. These limits are set and may be adjusted at Podium's sole discretion.
Additionally, subject to any applicable limits set forth in these Terms, Client Referrers/Friends of Podium may also receive a bonus (as more fully described in the Bonus Table below) (“Client Demo Bonus” or "Friend Demo Bonus" as applicable) for each Qualified Referral they submit to Podium that either (1) attends a sales demo with a Podium Sales representative; OR (2) signs up for a qualified free trial of Podium Services. Any applicable Demo Bonus will be sent to the Client Referrer/Friend of Podium seven (7) days after the Qualified Referral has completed the Podium sales demo or a qualified free trial sign-up has been confirmed.
As a Client Referrer or Friend of Podium, if your combined annual Bonuses total $600.00 USD or more, you must complete and submit a W-9 Tax Form to Podium. Additionally, as a Client Referrer or Friend of Podium, you understand and agree that the relationship between you and Podium that of independent contractors. Nothing in these Terms will be deemed to create an employment, partnership, joint venture or agency relationship between you and Podium.
Employee Referral Bonus. Subject to these Terms, including any eligibility requirements, Employee Referrers may receive a one-time bonus ("Employee Referral Bonus") in the amount set forth in the Bonus Table below for each Referred Client they help refer to Podium by either:
(1) Submitting required Referral information, on behalf of a Podium Client, through the Podium Employee Referral landing page ("Employee Landing Page"); or
(2) assisting a Podium Client in generating its custom Referral Link through the Employee Landing Page, which is then used by a Qualified Referral to purchase its Podium Inbox or Bundle Subscription.
The Employee Referrer Bonus payout will be processed by Podium’s internal finance team after the applicable Referred Client has maintained a paid Podium Inbox or Bundle Subscription for at least two (2) months. The Employee Referrer Bonus will be subject to any appliable taxes.
Referred Client Bonus. Following a confirmed purchase of a new Podium Platform/Inbox subscription lasting at least two (2) months, a Referred Client may also be eligible to receive a one-time Referred Client Bonus (“Referred Client Bonus”), as more clearly set forth in the Bonus Table below. This Referred Client Bonus will be sent to the Referred Client business entity by email, using the primary contact listed on the applicable Podium Client account. Each Referred Client is solely response for ensuring that the contact information on its account is correct and up to date.
Referral Program Eligibility:
1. To be eligible for participation in the Referral Program, Client Referrers must agree to and comply with the following eligibility criteria. Client Referrer must be:
1. a current Podium Client;
2. current on owed accounts to Podium and must not be in breach of any of Podium's Terms of Service; and
3. located in the US.
2. To be eligible for participation in the Referral Program, Friends of Podium must agree to and comply with the following eligibility criteria. A Friend of Podium must:
1. comply with the Terms
2. be located in the U.S.
3. not be a Podium Client or Podium Employee
3. To be eligible for participation in the Referral Program, Employee Referrers must agree to and comply with the following eligibility criteria. Employee Referrer must:
1. be currently employed by Podium;
2. comply with the Terms; and
3. be located in the US.
4. The following are not eligible for the Podium Referral Program as Participants:
1. Podium Partners, including Reseller, Referral Developer, Technology, or Managed Service Provider Partners;
2. Owners, operators, employees of a business may not refer their own businesses as Referrals.
3. Podium Clients, businesses, or individuals located outside the US.
Qualified Referral Eligibility & Process
Client Referrers and Friends of Podium must (1) register each Referral via the Referral Portal OR (2) utilize a valid custom Referral Link, as provided by Podium, in order for any Referrals submitted to Podium to be considered a Qualified Referral. Each Referral submitted through the Referral Portal must include, at a minimum, the information required in the form, or as otherwise specified by Podium, including but not limited to name and contact details, which must be accurate and completed in full in order for the Referral to be accepted. By submitting a Referra, Client Referrers and Friends of Podium understand and agree that Podium may contact the referred party.
Additionally, to be considered a Qualified Referral for an Employee Referrer, a Referral must (1) be registered by the Employee, on behalf of a Podium Client, via the Employee Landing Page, OR (2) be processed using a valid Podium Client Referral Link, which the Employee Referrer assisted in generating via the Employee Landing Page.
1. Refusal. Podium may decline a Referral submission for any reason, including but not limited to the following:
1.1. Such Referral is
1.1.1. a current Podium Client;
1.1.2. a former Podium Client that has canceled Podium within the last 120 days;
1.1.3. a former or current Partner of Podium;
1.1.4. owned directly or indirectly by the Client Referrer or the Friend of Podium referring that business;
1.1.5. an active Podium sales opportunity with contact in the past 30 days; or
1.2. Such Referral has already been submitted to Podium by a Partner, another referrer, another Podium Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Referral from multiple Podium Clients or Friends of Podium);
1.3. Such Referral does not meet Podium's qualification for its clients for reasons of credit worthiness, type of business, validity, of business, or location;
1.4. Such referral is identified as a Podium competitor or Reseller Partner.
Participant's Code of Conduct
Participants must not violate any of these Terms, or otherwise engage in activity that could be considered harassment toward other users. Participants agree to not use the Program to:
1. Violate the intellectual property rights of Podium or any other third party;
2. Engage in any actions that are designed to disrupt or undermine the Referral Program;
3. Make attempts to gain unauthorized access to Podium Technology or the Referral Program for any reason;
4. Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Podium intellectual property or stop the function of the Podium Services;
5. Engage in behavior designed to annoy or harass others;
6. Engage in actions that disparage or malign or call into question Podium's reputation;
7. Refer entities or individuals prohibited by Podium’s Terms of Service or Acceptable Use Policy;
8. Engage in spam or violate the law. You agree that you will at all times remain compliant with all applicable Laws. If you use Podium’s Platform or tools to invite friends, family, or others to become users/clients of Podium, you will do so only in compliance with applicable Laws, these Terms, and the Podium Terms of Service. In particular, you represent and warrant that you will only send a text or email invitation to individuals who have provided you the necessary consent to receive such texts and or emails.
In particular, the following specific activities are prohibited:
8.1. Mass emailing and messaging people you do not personally know;
8.2. Use of automated systems or bots through any channel to distribute or post your referral code;
8.3. Use of scripts, or similar programmed dialers to send invites or to communicate referral codes; and
8.4. Posting referral codes on event or venue pages without express permission from the event or venue owner.
9. Engage in misrepresentation. You will not attempt to mislead anyone in connection with the Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
9.1. Impersonate any person or entity;
9.2. Create fake accounts, blogs, webpages, profiles, websites, links, or messages;
9.3. Misrepresent your relationship with Podium or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Podium);
9.4. Suggest that an affiliation or partnership exists with a third party where none exists.
9.5. Make misrepresentations with respect to the characteristics or qualification requirements for any Bonus(es). You acknowledge that Podium may change the characteristics or qualification requirements for any Bonus(es) in its discretion, and therefore you shall not represent any fixed characteristics.
Indemnification.
By participating in the Referral Program, you agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to comply with these Terms or any applicable laws, rules, and regulations during your participation in the Referral Program, (b) any violation or claimed violation of a third party’s rights resulting from your participation in t the Referral Program; or (c) any negligence or willful misconduct arising out of your participation in the Referral Program.
Bonus Table
Bonus Type Bonus Amount Bonus Timing Bonus Limits
Client Referral Bonus Visa Gift Card in the amount of $500.00 USD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. Limited to ten (10) Client Referral Bonuses per Client Referrer per year.
Client Demo Bonus Visa Gift Card in the amount of $25.00 USD for each Qualified Referral that attends a sales demo with a Podium Sales representative OR signs up for a qualified free trial of Podium Services $25.00 Bonus will be provided within seven (7) days of the applicable Qualified Referral starting a Podium Free Trial OR completing a sales demo for Podium Service with a Podium Sales Representative. Limited to ten (10) Client Demo Bonuses per Client Referrer per year.
Friend Referral Bonus Visa Gift Card in the amount of $500.00 USD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services Subscription. Limited to ten (10) Friend Referral Bonuses per Friend of Podium per year.
Friend Demo Bonus
Visa Gift Card in the amount of $250.00USD for each Qualified Referral that attends a sales demo with a Podium Sales Representative OR signs up for the qualified free trial of Podium Services
$25.00 Bonus will be provided within seven (7) days of the applicable Qualified Referral starting a Podium Free Trial OR completing a sales demo for Podium Service with a Podium Sales Representative. Limited to ten (10) Friend Demo Bonuses per Friend of Podium per year.
Employee Referral Bonus $200.00 USD per Referred Client Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription. NA
Referred Client Bonus Visa Gift Card in the amount of $500.00 USD per Referred Client Bonus will be provided to Podium Client business after the Referred Client has completed the first two (2) months of its qualifying paid Podium Services Limited to one (1) bonus per Referred Client.
Effective February 15th 2023 to March 7th 2023
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Table of Contents
Podium Referral Program Agreement
These Podium Referral Submission Terms (these “Terms”) govern your participation in the Podium Referral Program, as more fully described below (the “Referral Program”). By submitting a Referral or otherwise participating in the Referral Program, you agree to these Terms, which are an agreement between you and Podium Corporation, Inc., a Delaware corporation (“Podium“) and which are incorporated by this reference into the Podium Terms of Service. Podium reserves the right to amend the Terms and modify (including terminating) the Referral Program from time to time at its discretion. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service and any other terms and conditions referenced therein.
You will not have the authority, expressed or implied, to make any commitment or incur any obligation(s) on behalf of Podium other than submitting Leads as set forth in these Terms.
Definitions
1. "Podium Client" means any business with a current paid Podium Inbox or Bundle Subscription.
2. "Referral" means a business entity referred to Podium by a Client Referrer directing (or through the assistance of an Employee Referrer) as a prospective Podium Client in accordance with the processes set forth in these Terms.
3. "Participant" means any Client Referrer, Employee Referrer, or Referred Clients that participates in the Podium Referral Program.
4. "Qualified Referral" means a Referral that meets the eligibility requirements set forth in these Terms and is accepted by Podium through the Referral Portal or which uses a valid referral code to purchase a Podium Inbox or Bundle Subscription. A "Qualified Referral" may not be an individual person.
5. "Referred Client" means a Qualified Referral that purchases a paid Podium Inbox or Bundle Subscription (as more fully described at https://www.podium.com/pricing/) and maintains that subscription for at least two (2) months.
6. "Client Referrer” means a Podium Client (including its Authorized Users) that meets the eligibility requirements set forth in these Terms and which submits a Referral to Podium in accordance with these Terms"
Referral Submission Program Overview
The Referral Program is offered by Podium and, subject to these Terms, provides Participants the opportunity to receive certain bonuses (as more fully defined below) (collectively “Bonuses”) as part of their participation in the Referral Program. These Terms apply to all Participants, including eligible Client Referrers, Employee Referrers, and Referred Clients, so please read carefully to understand your respective rights and obligations. The Referral Program is available to Participants located in the United States only.
Client Referral Bonus. Subject to these Terms, including any applicable eligibility requirements, Client Referrers may receive a one-time bonus (“Client Referral Bonus”) in the amount set forth in the Bonus Table below (“Bonus Table”) for each Qualified Referral they submit and which becomes a Referred Client. In addition to the other eligibility requirements set forth below, in order to be considered a Qualified Referral, Client Referrers must submit/register each Referral by one of the following methods:
(1) By submitting all necessary Referral information into the Client Referral landing page ("Client Landing Page") provided by Podium; or
(2) By providing the Referral with the Client Referrer's unique Podium referral link ("Referral Link") which the Referral must use when purchasing the Podium Subscription.
The Client Referral bonus will be sent to the applicable Client Referrer only after the Referred Client has been a Podium Client for two (2) months. The Client Referral Bonus is limited to ten (10) Client Referral Bonuses per Client Referrer per year. These limits are set and maybe adjusted solely upon Podium's discretion.
Additionally, Client Referrers may also receive a bonus (as more fully described in the Bonus Table below) (“Client Demo Bonus”) for each Qualified Referral they submit to Podium that either (1) attends a sales demo with a Podium Sales representative; OR (2) signs up for a qualified free trial of Podium Services. Any applicable Client Demo Bonus will be sent to the Client Referrer seven (7) days after the Qualified Referral has completed the Podium sales demo or a qualified free trial sign-up has been confirmed.
As a Client Referrer, if your combined annual Client Referral Bonuses or Demo Bonuses total $600.00 USD or more, you must complete and submit a W-9 Tax Form to Podium. Additionally, as a Client Referrer, you understand and agree that the relationship between you and Podium that of independent contractors. Nothing in these Terms will be deemed to create an employment, partnership, joint venture or agency relationship between you and Podium.
Employee Referral Bonus. Subject to these Terms, including any eligibility requirements, Employee Referrers may receive a one-time bonus ("Employee Referral Bonus") in the amount set forth in the Bonus Table below for each Referred Client they help refer to Podium by either:
(1) Submitting required Referral information, on behalf of a Podium Client, through the Podium Employee Referral landing page ("Employee Landing Page"); or
(2) assisting a Podium Client in generating its custom Referral Link through the Employee Landing Page, which is then used by a Qualified Referral to purchase its Podium Inbox or Bundle Subscription.
The Employee Referrer Bonus payout will be processed by Podium’s internal finance team after the applicable Referred Client has maintained a paid Podium Inbox or Bundle Subscription for at least two (2) months. The Employee Referrer Bonus will be subject to any appliable taxes.
Referred Client Bonus. Following a confirmed purchase of a new Podium Platform/Inbox subscription lasting at least two (2) months, a Referred Client may also be eligible to receive a one-time Referred Client Bonus (“Referred Client Bonus”), as more clearly set forth in the Bonus Table below. This Referred Client Bonus will be sent to the Referred Client business entity by email, using the primary contact listed on the applicable Podium Client account. Each Referred Client is solely response for ensuring that the contact information on its account is correct and up to date.
Referral Program Eligibility:
1. To be eligible for participation in the Referral Program, Client Referrers must agree to and comply with the following eligibility criteria. Client Referrer must be:
1. a current Podium Client;
2. current or owed accounts to Podium and must not be in breach of any of Podium's Terms of Service; and
3. located in the US.
2. To be eligible for participation in the Referral Program, Employee Referrers must agree to and comply with the following eligibility criteria. Employee Referrer must be:
1. be currently employed by Podium;
2. comply with the Terms; and
3. located in the US.
3. The following are not eligible for the Podium Referral Program as Referrers:
1. Podium Partners, including Reseller, Referral Developer, Technology, or Managed Service Provider Partners;
2. Owners, operators, or decision makers may not refer their own businesses as Referrals.
3. Podium Clients, businesses, or individuals located outside the US.
Qualified Referral Eligibility & Process
Client Referrers must (1) register each Referral via the Client Landing Page OR (2) utilize a valid custom Referral Link, as provided by Podium, in order for any Referrals submitted to Podium to be considered a Qualified Referral. Each Referral submitted through the Client Landing Page must include, at a minimum, the information required in the form, or as otherwise specified by Podium, including but not limited to name and contact details, which must be accurate and completed in full in order for the Referral to be accepted. Podium will provide Client Referrer confirmation of its acceptance of a Qualified Referral via a Referral tracking portal.
Additionally, to be considered a Qualified Referral for an Employee Referrer, a Referral must (1) be registered by the Employee, on behalf of a Podium Client, via the Employee Landing Page, OR (2) be processed using a valid Podium Client Referral Link, which the Employee Referrer assisted in generating via the Employee Landing Page.
1. Refusal. Podium may decline a Referral submission for any reason, including but not limited to the following:
1.1. Such Referral is
1.1.1. a current Podium Client;
1.1.2. a former Podium Client that has canceled Podium within the last 120 days;
1.1.3. a former or current Partner of Podium;
1.1.4. owned directly or indirectly by the Client Referrer;
1.1.5. an active Podium sales opportunity with contact in the past 30 days; or
1.2. Such Referral has already been submitted to Podium by a Partner, another referrer, another Podium Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Referral from multiple Podium Clients);
1.3. Such Referral does not meet Podium's qualification for its clients for reasons of credit worthiness, type of business, validity, of business, or location;
1.4. Such referral is identified as a Podium competitor or Reseller Partner.
Participant's Code of Conduct
Referrer agrees that it will not violate any of these Terms, or otherwise engage in activity that could be considered harassment toward other users. Referrers/users agree not to use the Program to:
1. Violate the intellectual property rights of Podium or any other third party;
2. Engage in any actions that are designed to disrupt or undermine the Referral Program
3. Make attempts to gain unauthorized access to Podium Technology or the Referral Program for any reason
4. Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Podium intellectual property or stop the function of the Podium Services
5. Engage in behavior designed to annoy or harass others
6. Engage in actions that disparage or malign or call into question Podium's reputation
7. Refer entities or individuals prohibited by Podium’s Terms of Service or Acceptable Use Policy
8. Engage in spam or violate the law. You agree that you will at all times remain compliant with all applicable Laws. If you use Podium’s Platform or tools to invite friends, family, or others to become users/clients of Podium, you will do so only in compliance with applicable Laws, these Terms, and the Podium Terms of Service. In particular, you represent and warrant that you will only send a text or email invitation to individuals who have provided you the necessary consent to receive such texts and or emails.
In particular, the following specific activities are prohibited:
8.1. Mass emailing and messaging people you do not personally know;
8.2. Use of automated systems or bots through any channel to distribute or post your referral code;
8.3. Use of scripts, or similar programmed dialers to send invites or to communicate referral codes; and
8.4. Posting referral codes on event or venue pages without express permission from the event or venue owner.
9. Engage in misrepresentation. You will not attempt to mislead anyone in connection with the Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
9.1. Impersonate any person or entity;
9.2. Create fake accounts, blogs, webpages, profiles, websites, links, or messages;
9.3. Misrepresent your relationship with Podium or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Podium.);
9.4. Suggest that an affiliation or partnership exists with a third party where none exists.
9.5. Make misrepresentations with respect to the characteristics or qualification requirements for any Referral Rewards. You acknowledge that Podium may change the characteristics or qualification requirements for Referral Rewards in its discretion, and therefore you shall not represent any fixed characteristics.
Indemnification.
By participating in the Referral Program, you agree to indemnify, defend, and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to comply with these Terms or any applicable laws, rules, and regulations during your participation in the Referral Program, (b) any violation or claimed violation of a third party’s rights resulting from your participation in t the Referral Program; or (c) any negligence or willful misconduct arising out of your participation in the Referral Program.
Bonus Table
Bonus Type Bonus Amount Bonus Timing Bonus Limits
Client Referral Bonus
Visa Gift Card in the amount of $500.00 USD per Referred Client $500.00 Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription.
Limited to ten (10) Client Referral Bonuses per Client Referrer per year.
Client Demp Bonus
Visa Gift Card in the amount of $25.00 USD for each Qualified Referral that attends a sales demo with a Podium Sales representative OR signs up for a qualified free trial of Podium Services
$25.00 Bonus will be provided within seven (7) days of the applicable Qualified Referral starting a Podium Free Trial OR completing a sales demo for Podium Service with a Podium Sales Representative.
NA
Employee Referral Bonus $200.00 USD per Referred Client Bonus will be provided after the applicable Referred Client has completed the first two (2) months of its qualifying paid Podium Services subscription.
NA
Referred Client Bonus
Visa Gift Card in the amount of $500.00 USD per Referred Client
Bonus will be provided to Podium Client business after the Referred Client has completed the first two (2) months of its qualifying paid Podium Services
Limited to one (1) bonus per Referred Client.
Effective December 9th 2022 to February 15th 2023
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Table of Contents
Podium Referral Submission Agreement
These Podium Referral Submission Terms (these “Terms”) govern your participation in the Podium Referral Program. By submitting a Lead, you (“Referrer” or “you”) agree to these Terms (these “Terms”), which are an agreement between you and Podium Corporation, Inc., a Delaware corporation (“Podium“) and which are incorporated by this reference into the Podium Terms of Service. Podium reserves the right to amend the Terms from time to time at its discretion. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service.
Referrer will not have the authority, expressed or implied, to make any commitment or incur any obligation(s) on behalf of Podium other than submitting Leads as set forth in these Terms.
Definitions
1. "Lead" means a person, business, or entity submitted and accepted through the Referral Portal by Podium, that meets the eligibility requirements.
2. “Referrer” means the Podium client (or its Authorized Users) who refers others through Podium’s referral program in accordance with these Terms.
Referral Submission Program Overview
The Podium Referral Program (“Referral Program”) is offered by Podium and, subject to these Terms, provides Referrers the opportunity to receive certain rewards (see below) when they refer eligible Leads and those Leads purchase certain Podium Products. These Program Rules apply to both Referrers and Leads, so please read carefully to understand your respective rights and obligations. For SaaS Products (as defined below), Referrers may be eligible for one $500 gift card (“Referral Reward”) 60 days after their submitted Lead purchases a Podium Saas Product package (“SaaS Product Incentive”) through the Referrer's unique referral link only. The SaaS Product Incentive is limited to 10 Lead submissions and 10 Lead purchases per year per Referrer. These limits are solely upon Podium's discretion. This incentive applies to Saas Products (as defined below only ) and not to any other products or services provided by Podium, including but not limited to Payments Services or Voice Services.
Podium Products:
SaaS Products:
Inbox
Reviews
Webchat
Webchat Pro
Feedback
Automations
Premium Integration
Campaigns
Referral Lead Submission Program Eligibility:
1. To be eligible for appointment and ongoing participation in the Podium Referral Submission Program, Client must agree to and comply with the following eligibility criteria.
1. Client must be a current Podium client;
2. Client must not be in breach of any of Podium's Terms and Conditions; and
3. Client must be current on owed accounts to Podium.
2. The following are not eligible for the Podium Referral Submission Program:
1. Podium Partners;
2. Podium Resellers.
Lead Eligibility & Invitation Process
Referrer must identify and register Leads through the referral page, or other electronic delivery methods as designated by Podium in writing. Each Lead must include, at a minimum, the information required in the associated referral form, or otherwise specified by Podium, including but not limited to name and contact details, which must be completed in full and accurate in order for the Lead to be accepted. Podium will provide Referrer electronic or written confirmation of its acceptance (or denial) of a Lead.
1. Refusal. Podium may decline a Lead submission for any reason, including the following reasons:
1.1. Such Lead is
1.1.1 a current client of Podium
1.1.2 a former client that has canceled Podium within the last 120 days,
1.1.3 a former or current partner of Podium,
1.1.4. owned directly or indirectly by the Referrer,
1.1.5 an active Podium sales opportunity with contact in the past 30 days, or
1.2. Such Lead has already been submitted to Podium by a partner, referrer, other Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Lead from multiple clients);
1.3. Such Lead does not meet Podium's qualifications for its clients for reasons of credit worthiness, type of business, validity of business or location;
1.4. Such Lead is identified as a competitor or reseller.
If you use Podium’s Platform or tools to invite friends, family, or others to become users/clients of Podium, you will do so only in compliance with applicable Laws, these Terms, and the Podium Terms of Service. In particular, you represent and warrant that you will only send a text or email invitation to individuals who have provided you the necessary consent to receive such texts and or emails.
Referrer's Code of Conduct
Referrer agrees that it will not violate any of these Terms, or otherwise engage in activity that could be considered harassment toward other users. Referrers/users agree not to use the Program to:
1. Violate the intellectual property rights of Referral Podium
2. Engage in any actions that are designed to disrupt or undermine the Referral Program
3. Make attempts to gain unauthorized access to the software or the Referral Program for any reason
4. Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Podium intellectual property or stop the function of the Podium Services
5. Engage in behavior designed to annoy or harass others
6. Engage in actions that disparage or malign or call into question the reputation of Podium, in Podium’s sole discretion
7. Refer entities or individuals prohibited by Podium’s Acceptable Use Policy
8. Engage in spam. You agree that you will at all times remain compliant with applicable Laws. The following specific activities are prohibited:
8.1. Mass emailing and messaging people you do not personally know;
8.2. Use of automated systems or bots through any channel to distribute, post, or respond to your referral code;
8.3. Use of scripts, programed or automatic dialers to send invites or to communicate referral codes; and
8.4. Posting referral codes on event or venue pages without express permission from the event or venue owner.
9. Engage in misrepresentation. You will not attempt to mislead anyone in connection with the Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
9.1. Impersonate any person or entity;
9.2. Create fake accounts, blogs, webpages, profiles, websites, links, or messages;
9.3. Misrepresent your relationship with Podium or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Podium.);
9.4. Suggest that an affiliation or partnership exists with a third party where none exists.
9.5. Make misrepresentations with respect to the characteristics or qualification requirements for any Referral Rewards. You acknowledge that Podium may change the characteristics or qualification requirements for Referral Rewards in its discretion, and therefore you shall not represent any fixed characteristics.
Promotional Submission Terms
The following terms pertain to Podium's Limited-Time Referral Promotion from December 12. 2022 - January 15, 2023. These Terms, unless otherwise stated, remain in effect for the aforementioned time period alone.
1. Referrers will receive a $25 virtual Visa gift card for each referral that attends a demo or is a Qualified Free-Trial sign-up
2. Referrers will receive the $25 payout 7 days after their referral attends a demo or is a Qualified Free-Trial sign-up
3. Virtual gift cards are sent to the email the Referrer uses to generate their unique referral link
4. Referrers are unable to receive the $500 standard referral payout more than 10 times
Effective August 15th 2022 to December 9th 2022
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Table of Contents
Podium Referral Submission Agreement
These Podium Referral Submission Terms (these “Terms”) govern your participation in the Podium Referral Program. By submitting a Lead, you (“Referrer” or “you”) agree to these Terms (these “Terms”), which are an agreement between you and Podium Corporation, Inc., a Delaware corporation (“Podium“) and which are incorporated by this reference into the Podium Terms of Service. Podium reserves the right to amend the Terms from time to time at its discretion. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service.
Referrer will not have the authority, expressed or implied, to make any commitment or incur any obligation(s) on behalf of Podium other than submitting Leads as set forth in these Terms.
Definitions
1. "Lead" means a person, business, or entity submitted and accepted through the Referral Portal by Podium, that meets the eligibility requirements.
2. “Referrer” means the Podium client (or its Authorized Users) who refers others through Podium’s referral program in accordance with these Terms.
Referral Submission Program Overview
The Podium Referral Program (“Referral Program”) is offered by Podium and, subject to these Terms, provides Referrers the opportunity to receive certain rewards (see below) when they refer eligible Leads and those Leads purchase certain Podium Products. These Program Rules apply to both Referrers and Leads, so please read carefully to understand your respective rights and obligations. For SaaS Products (as defined below), Referrers may be eligible for one $500 gift card (“Referral Reward”) 90 days after their submitted Lead purchases a Podium Saas Product package (“SaaS Product Incentive”). The SaaS Product Incentive is limited to 10 Lead submissions and 10 Lead purchases per year per Referrer. These limits are solely upon Podium's discretion. This incentive applies to Saas Products (as defined below only ) and not to any other products or services provided by Podium, including but not limited to Payments Services or Voice Services.
Podium Products:
SaaS Products:
Inbox
Reviews
Webchat
Webchat Pro
Feedback
Automations
Premium Integration
Campaigns
Referral Lead Submission Program Eligibility:
1. To be eligible for appointment and ongoing participation in the Podium Referral Submission Program, Client must agree to and comply with the following eligibility criteria.
1. Client must be a current Podium client;
2. Client must not be in breach of any of Podium's Terms and Conditions; and
3. Client must be current on owed accounts to Podium.
2. The following are not eligible for the Podium Referral Submission Program:
1. Podium Partners;
2. Podium Resellers.
Lead Eligibility & Invitation Process
Referrer must identify and register Leads through the referral page, or other electronic delivery methods as designated by Podium in writing. Each Lead must include, at a minimum, the information required in the associated referral form, or otherwise specified by Podium, including but not limited to name and contact details, which must be completed in full and accurate in order for the Lead to be accepted. Podium will provide Referrer electronic or written confirmation of its acceptance (or denial) of a Lead.
1. Refusal. Podium may decline a Lead submission for any reason, including the following reasons:
1.1. Such Lead is
1.1.1 a current client of Podium
1.1.2 a former client that has canceled Podium within the last 120 days,
1.1.3 a former or current partner of Podium,
1.1.4 an active Podium sales opportunity with contact in the past 30 days, or
1.2. Such Lead has already been submitted to Podium by a partner, referrer, other Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Lead from multiple clients);
1.3. Such Lead does not meet Podium's qualifications for its clients for reasons of credit worthiness, type of business, validity of business or location;
1.4. Such Lead is identified as a competitor or reseller.
If you use Podium’s Platform or tools to invite friends, family, or others to become users/clients of Podium, you will do so only in compliance with applicable Laws, these Terms, and the Podium Terms of Service. In particular, you represent and warrant that you will only send a text or email invitation to individuals who have provided you the necessary consent to receive such texts and or emails.
Referrer's Code of Conduct
Referrer agrees that it will not violate any of these Terms, or otherwise engage in activity that could be considered harassment toward other users. Referrers/users agree not to use the Program to:
1. Violate the intellectual property rights of Referral Podium
2. Engage in any actions that are designed to disrupt or undermine the Referral Program
3. Make attempts to gain unauthorized access to the software or the Referral Program for any reason
4. Transmit files that contain bots, viruses, works, Trojan horses, or any other file that could contaminate or otherwise destroy Podium intellectual property or stop the function of the Podium Services
5. Engage in behavior designed to annoy or harass others
6. Engage in actions that disparage or malign or call into question the reputation of Podium, in Podium’s sole discretion
7. Refer entities or individuals prohibited by Podium’s Acceptable Use Policy
8. Engage in spam. You agree that you will at all times remain compliant with applicable Laws. The following specific activities are prohibited:
8.1. Mass emailing and messaging people you do not personally know;
8.2. Use of automated systems or bots through any channel to distribute, post, or respond to your referral code;
8.3. Use of scripts, programed or automatic dialers to send invites or to communicate referral codes; and
8.4. Posting referral codes on event or venue pages without express permission from the event or venue owner.
9. Engage in misrepresentation. You will not attempt to mislead anyone in connection with the Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
9.1. Impersonate any person or entity;
9.2. Create fake accounts, blogs, webpages, profiles, websites, links, or messages;
9.3. Misrepresent your relationship with Podium or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Podium.);
9.4. Suggest that an affiliation or partnership exists with a third party where none exists.
9.5. Make misrepresentations with respect to the characteristics or qualification requirements for any Referral Rewards. You acknowledge that Podium may change the characteristics or qualification requirements for Referral Rewards in its discretion, and therefore you shall not represent any fixed characteristics.
Effective June 20th 2022 to August 15th 2022
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Table of Contents
Podium Referral Submission Agreement
By submitting a Lead, you (“Client”) agree to this Referral Submission Agreement with Podium Corporation, Inc., a Delaware corporation (“Podium“), organized in the state of Utah, with its principal place of business at 1650 Digital Drive, Lehi, Utah 84043, United States. Podium reserves the right to amend this agreement from time to time.
Client will not have the authority, express or implied, to make any commitment or incur any obligations on behalf of Podium other than submitting Leads as set forth in this Agreement.
Definitions
1. "Lead" means a person, business, or entity submitted and accepted through the Referral Portal by Podium, that meets the eligibility requirements.
Podium Products:
SaaS Products:
Webchat
Webchat Pro
Feedback
Videochat
Automations
Premium Integration
Premium Integration (Auto)
Campaigns
Payments Products
Podium Payments
Card Readers
SaaS Products Incentive
For SaaS Products, referrers may be eligible for one $500 Amazon gift card 90 days after their submitted referral purchases a Podium package. Incentives are limited to 10 lead submissions and 10 referral purchases per year. These limits are solely upon Podium's discretion.
Lead Submission Program Eligibility:
1. To be eligible for appointment and ongoing participation in the Podium Referral Submission Program, Client must agree to and comply with the following eligibility criteria.
1. Client must be a current Podium client;
2. Client must not be in breach of any of Podium's Terms and Conditions; and
3. Client must be current on owed accounts to Podium.
2. The following are not eligible for the Podium Referral Submission Program:
1. Podium Partners;
2. Podium Resellers.
Lead Eligibility
Client must identify and register Leads through the Referral Portal, or other electronic delivery methods as designated by Podium in writing.Each Lead shall include at a minimum the information required in the ReferralForm, or otherwise specified by Podium,i ncluding but not limited to name and contact details, which must be completed in full and accurate in order for the Lead to be accepted. Podium will provide Client electronic or written confirmation of its acceptance (or denial) of a Lead.
1. Refusal. Podium may decline a Lead submission for any reason, including the following reasons:
1.1. Such Lead is
1.1.1 a current client of Podium
1.1.2 a former client that has canceled Podium within the last 120 days,
1.1.3 a former or current partner of Podium,
1.1.4 an active Podium sales opportunity with contact in the past 30 days, or
1.2. Such Lead has already been submitted to Podium by a partner, referrer, other Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Lead from multiple clients);
1.3. Such Lead does not meet Podium's qualifications for its clients for reasons of credit worthiness, type of business, validity of business or location;
1.4. Such Lead is identified as a competitor or reseller.
Effective May 17th 2022 to June 20th 2022
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Table of Contents
Podium Referral Submission Agreement
By submitting a Lead, you (“Client”) agree to this Referral Submission Agreement with Podium Corporation, Inc., a Delaware corporation (“Podium“), organized in the state of Utah, with its principal place of business at 1650 Digital Drive, Lehi, Utah 84043, United States. Podium reserves the right to amend this agreement from time to time.
Client will not have the authority, express or implied, to make any commitment or incur any obligations on behalf of Podium other than submitting Leads as set forth in this Agreement.
Definitions
1. "Lead" means a person, business, or entity submitted and accepted through the Referral Portal by Podium, that meets the eligibility requirements.
Podium Products:
SaaS Products:
Webchat
Webchat Pro
Feedback
Videochat
Automations
Premium Integration
Premium Integration (Auto)
Campaigns
Payments Products
Podium Payments
Card Readers
SaaS Products Incentive
For SaaS Products, referrers may be eligible for one$300 Amazon gift card 90 days after their submitted referral purchases a Podium package. Incentives are limited to 10 lead submissions and 10 referral purchases per year. These limits are solely upon Podium's discretion.
Lead Submission Program Eligibility:
1. To be eligible for appointment and ongoing participation in the Podium Referral Submission Program, Client must agree to and comply with the following eligibility criteria.
1. Client must be a current Podium client;
2. Client must not be in breach of any of Podium's Terms and Conditions; and
3. Client must be current on owed accounts to Podium.
2. The following are not eligible for the Podium Referral Submission Program:
1. Podium Partners;
2. Podium Resellers.
Lead Eligibility
Client must identify and register Leads through the Referral Portal, or other electronic delivery methods as designated by Podium in writing.Each Lead shall include at a minimum the information required in the ReferralForm, or otherwise specified by Podium,i ncluding but not limited to name and contact details, which must be completed in full and accurate in order for the Lead to be accepted. Podium will provide Client electronic or written confirmation of its acceptance (or denial) of a Lead.
1. Refusal. Podium may decline a Lead submission for any reason, including the following reasons:
1.1. Such Lead is
1.1.1 a current client of Podium
1.1.2 a former client that has canceled Podium within the last 120 days,
1.1.3 a former or current partner of Podium,
1.1.4 an active Podium sales opportunity with contact in the past 30 days, or
1.2. Such Lead has already been submitted to Podium by a partner, referrer, other Client or strategic partnership arrangement or other Podium program (though Podium may, in its sole discretion, accept the same Lead from multiple clients);
1.3. Such Lead does not meet Podium's qualifications for its clients for reasons of credit worthiness, type of business, validity of business or location;
1.4. Such Lead is identified as a competitor or reseller.
Marketplace Terms of Service
Version
Effective August 15th 2022
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Table of Contents
Podium Marketplace Terms of Service
Podium Corporation, Inc. (“Podium”) owns and operates an internet-based marketplace that enables users of the Services (as defined below) to browse, install, purchase (as applicable), and manage subscriptions to Apps, and to access applications purchased or installed in this manner through a single sign on system (the “Marketplace”). By using, installing, or accessing the Marketplace or Apps (as defined below), by signing or clicking to accept these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to be bound by the following terms (the “Marketplace Terms”). To use the Marketplace and any Apps, you must have a current Subscription to use the Podium Services and have agreed to the Podium Terms of Service (“Podium Terms of Service”), which incorporate these Marketplace Terms. Any capitalized terms not defined herein will have the definition given in the Podium Terms of Service. For the avoidance of doubt, all references in the Podium Terms of Service to the “Agreement” will include these Marketplace Terms.
If you are using the Marketplace on behalf of a company, organization, or other entity, then “Client” or “you” means that entity, and you are binding that entity to these Marketplace Terms and the Agreement. You represent and warrant that you have the legal power and authority to enter into these Marketplace Terms and that, if the Client is an entity, these Marketplace Terms are entered into by an employee, agent, or other authorized representative with all necessary authority to bind that entity to these Marketplace Terms.
1. DEFINITIONS.
1.1. “App” means each software as a service or general service application owned and operated by Podium or a Developer that has been built with the Podium API and/or the Podium Developer Platform.
1.2. “Client” means an individual user of the Marketplace, Services, or any portion thereof.
1.3. “Developer” means an individual or entity registered as a developer on the Podium Developer Platform.
1.4. “Order” means an order, purchase, installation, trial, download, or enablement of an App (including renewals and upgrades), whether through the Marketplace or other processes or interfaces Podium or a Developer makes available. All Orders are subject to these Terms.
1.5. “Marketplace Content” means any App, any content on the Marketplace, or any services made available through the Marketplace.
1.6. “Podium Developer Platform” has that meaning described in the Podium Developer Terms.
1.7. “Services” has the meaning set forth in Section 2 of the Podium Terms of Service.
1.8. “Single Sign On” means the ability of Client to access Apps purchased or installed through the Marketplace using a single set of Marketplace access credentials.
1.9. “Third-Party App” means an App developed by a third-party Developer.
1.10. “Third-Party Products” means any applications, integrations, add-ons, software, code, online services, systems, and other products that are not Podium Technology.
1.11. “Usage Data” means data generated in connection with Client access and use of the Marketplace, including log-in credential data and Single Sign On data generated in connection with Client access and use of Apps.
2. ACCOUNT; INTEGRATION; AND RESPONSIBILITIES.
2.1. Account Registration. Client must have registered for a Podium account in order to access the Marketplace. Account information must be accurate, current, and complete, and will be governed by Podium’s Privacy Policy (“Podium Privacy Policy”) and may be amended from time to time. Client agrees to keep its account information up to date so that Podium may send notices, statements, and other information by email or through Client’s account. By using or accessing the Marketplace, Client agrees and consents to Podium’s use of cookies in accordance with the terms of the Podium Privacy Policy. You are solely responsible for all use of the Marketplace and the Marketplace Content. Podium will not be liable for any loss or damage arising from unauthorized use of Client’s account.
2.2. App Integrations. When you are logged into your Podium account, you can navigate to the Marketplace. You will then select the App icon you want to install. You will need to confirm your location in the drop down. Then you will click the connect button and provide the following information (depending on the App): App Key, Client ID, Client Secret, Subdomain, Username/Password (oAuth 2.0), Tenant ID, API Key, API Token, or API Access Token. Once your information is entered you may be prompted to set up prebuilt templates (depending on the App). A successfully configured and integrated App will appear with a green banner indicating it is installed.
2.3. Beta Releases and Free Access Subscriptions. The Marketplace is currently a Beta Release and is subject to the terms of the Podium Terms of Service (including but not limited to Section 3.7). Additionally all Apps are provided as a Free Access Subscription (unless Developer requires payment independent of the Marketplace) and are subject to the terms of the Podium Terms of Service (including but not limited to Section 3.7).
3. USE RIGHTS; RESTRICTIONS.
3.1. Use of the Marketplace and Restrictions. Sections 3.1, 3.3, 3.4, 3.5, and 3.6 of the Podium Terms of Service are hereby incorporated by reference, and use of the Marketplace is subject to those terms.
3.2. Developer Terms. Without limiting the disclaimers, restrictions or other provisions in these Terms, usage of Apps is subject to the license or subscription terms, privacy policies and other applicable terms specified by the Developer (“App Developer Terms”), including any usage limits described therein. App Developer Terms are typically included on the App’s listing page or presented through the process while making an Order. You may not use an App if you do not agree to the relevant App Developer Terms.
3.3. Third-Party Apps and Terms. Third-Party Apps are subject only to the third-party Developer’s Terms. Podium is not a party to, or responsible for compliance with, any third-party App Developer Terms, and does not guarantee that any third-party App Developer Terms meet your needs. By ordering, installing, integrating, or enabling any Third-Party App, you are entering into the App Developer Terms directly with the applicable third-party Developer.
3.4. Podium Apps and Terms. If Podium is the developer of the App, the Podium Developer Terms are the App Developer Terms for such App (including the Podium Privacy Policy). If there is a conflict between these Terms and the Podium Terms of Service, the Podium Terms of Service will control as to each party’s rights and responsibilities related to the App itself, while these Terms will control as to the Marketplace in general.
3.5. Availability of Marketplace Content. Marketplace features and Marketplace Content may become unavailable or be removed at any time and without notice by Podium or a Developer, and any data stored in connection with such Marketplace Content may be lost or become inaccessible. If your use of the Services is modified, terminated, or suspended, you may be prevented from accessing the Marketplace and any files or Marketplace Content associated with your account.
3.6. Third-Party Links. The Marketplace may contain links to Third-Party Products. Such Third-Party Products may be subject to different terms and conditions and privacy practices. Podium is not responsible or liable for the availability or accuracy of such Third-Party Products, or the content, products, or services available from such Third-Party Products, including any Third-Party Apps. Links to such Third-Party Products are not an endorsement by Podium of such Third-Party Products.
3.7. Reservation of Rights. Except for the rights explicitly granted to you in these Terms and in the App Developer Terms for each App, all right, title, and interest (including intellectual property rights) in the Marketplace are reserved by Podium, and all right, title, and interest (including intellectual property rights) in the Apps are reserved and retained by their respective Developers and licensors. Apps are provided on a license or subscription basis, not sold, and you do not acquire any ownership rights in the Marketplace or the Apps.
3.8. Removal; Reinstatement of Client. Client may be removed by Podium, in its sole discretion, from the Marketplace if Client or any of its Authorized Users violate these Terms, the Podium Terms of Service, or the Acceptable Use Policy. Client may have its access reinstated if it cures the violation, subject to Podium’s sole discretion.
3.9. Removal; Reinstatement of App Use. Client may have its access to any App revoked by Podium, in its sole discretion, if Client or any of its Authorized Users violate these Terms, the Podium Terms of Service, or the Acceptable Use Policy. Client may have its access reinstated if it cures the violation, subject to Podium’s sole discretion.
3.10. Removal; Reinstatement of Third-Party App Use. Client may have its access to any Third-Party App revoked by Podium, in its sole discretion, if Client or any of its Authorized Users violate these Terms, the Podium Terms of Service, or the Acceptable Use Policy. Client may have its access reinstated if it cures the violation, subject to Podium’s sole discretion. Additionally, Client and its Authorized Users may be subject to similar terms under the App Developer Terms.
4. DATA AND SECURITY.
4.1. Order Information. If you order an App through the Marketplace, Podium may provide the Developer with the information you provide in completing the Order, such as your name, company name (if any), addresses (including email address), and phone number.
4.2. Third-Party Developer Use of Data. If you place an Order for a Third-Party App, you authorize Developers to access or use certain data in the applicable Podium Services or the Marketplace. This may include transmitting, transferring, modifying or deleting such data, or storing such data on Developer or third-party systems. Any third-party Developer’s use of accessed data (whether data in the Podium Services, the Marketplace, or separately collected from you or your device) is subject to the applicable App Developer Terms. Podium is not responsible for any access, use, transfer, or security of data or information by third-party Developers or by Third Party Apps, or for the security or privacy practices of any third-party Developer or such Developer’s Third-Party Apps and third-party processors. You are solely responsible for your decision to permit any third-party Developer or Third-Party App to access or use data to which you’ve granted access.
4.3. Podium Use of Marketplace Data. Any data that Podium collects from you based on your use of the Marketplace and your Orders, or that Podium receives from third-party Developers on your behalf, is subject to the Podium Terms of Service and the Podium Privacy Policy.
4.4. Analytics and Usage Data. In addition, you authorize the Developer and Podium (if Podium is not the Developer) to collect and use technical data and related information (including technical information relating to your device, system, and the App), in non-personally identifiable form, to facilitate the provision of software updates, product support, marketing efforts, and other services to you related to the App. Developer and Podium (if Podium is not the Developer) may each use this information, as long as it is in a form that does not personally identify individual users, to improve their respective products or to provide services or technology to you (including with respect to Podium, the Marketplace, and the Podium Services).
5. SUPPORT. Podium does not provide support for Developer’s App or Marketplace Content. For any support-related needs, you should contact the Developer or App publisher directly. Podium provides support for Marketplace Content expressly created or developed by Podium only, and then only in accordance with the Podium Terms of Service. A Developer’s failure to provide any support or maintenance does not entitle you to any refund. Podium is not responsible for any support and maintenance for Third-Party Apps.
6. FEEDBACK. By submitting ideas, suggestions, documents, and/or proposals (“Feedback”) to Podium, you acknowledge and agree that: (a) your Feedback does not contain confidential or proprietary information; (b) Podium is under no obligation of confidentiality, express or implied, with respect to the Feedback; (c) Podium shall be entitled to use or disclose such Feedback for any purpose, in any way, in any media, worldwide; (d) Podium may already be developing a solution or solution component related to the Feedback; and (e) you grant Podium a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish the Feedback for any purpose, without compensation to you.
7. PRIVACY. The Marketplace is a Podium Service and your use of the Marketplace is subject to these Terms, the Podium Terms of Service, and the Podium Privacy Policy. Podium’s collection, use, and sharing of personal data in connection with the Marketplace and Marketplace Content are described in the Podium Terms of Service and Podium Privacy Policy.
8. MODIFICATION OF THE MARKETPLACE TERMS. Podium will exercise commercially reasonable efforts to provide notice to you of any material changes to these Marketplace Terms. Any updates to these Terms will be immediately binding upon your next use of the Marketplace, any App, or any Marketplace Content. If you do not agree with the changes, you should discontinue using the Marketplace and any Marketplace Content and terminate these Marketplace Terms immediately. If you continue using the Marketplace and/or any Marketplace Content, you will be deemed to have accepted the changes to these Marketplace Terms.
9. TERM AND TERMINATION
9.1. Term. These Marketplace Terms will apply and remain in effect for as long as you use the Marketplace or any Marketplace Content.
9.2. Termination and Suspension. Podium may terminate these Marketplace Terms and/or suspend your access to the Marketplace immediately if you: (i) violate any of the terms of the Agreement, (ii) use the Marketplace in a way that has or may negatively reflect on or affect Podium, our prospects, or our clients, (iv) violate the Acceptable Use Policy, or (v) if we determine it to be necessary or desirable in our sole discretion. Podium is not obligated to provide you with any of your content used in connection with the Marketplace after termination. Termination or expiration of these Marketplace Terms shall not automatically cause your Subscription or partner agreement to be terminated if you have one.
10. WARRANTIES. YOU UNDERSTAND AND AGREE THAT THE MARKETPLACE AND MARKETPLACE CONTENT ARE PROVIDED “AS IS” AND PODIUM, ITS DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, SUBSIDIARIES, AGENTS, CONTRACTORS, AFFILIATES, PARTNERS, SUPPLIERS, AND RESELLERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PODIUM, ITS DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, SUBSIDIARIES, AGENTS, CONTRACTORS, AFFILIATES, PARTNERS, SUPPLIERS, AND RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MARKETPLACE OR MARKETPLACE CONTENT, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE MARKETPLACE OR MARKETPLACE CONTENT, OR THAT THE MARKETPLACE CONTENT WILL MEET ANY USER’S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. USE OF THE MARKETPLACE AND MARKETPLACE CONTENT IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR MARKETPLACE CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE MARKETPLACE OR MARKETPLACE CONTENT IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE MARKETPLACE OR MARKETPLACE CONTENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE MARKETPLACE OR MARKETPLACE CONTENT REMAINS WITH YOU. PODIUM CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE MARKETPLACE OR MARKETPLACE CONTENT.
11. INDEMNIFICATION. Client will indemnify and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) your unauthorized use of, or misuse of the Podium Marketplace and Podium API, as; (b) your violation of, any claim that you have violated, any applicable Law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party (including but not limited to your Customers, any Developer Partners, and any Third-Party Service Providers); (d) any Client Data; (e) Podium’s use, as contemplated in this Agreement, of any information provided to Podium by you or your Customers; (f) breach or alleged breach of this Agreement, including Client’s warranties and obligations; or, (h) if applicable, alleged breach or breach of Client’s obligations contained in the BAA. Client also agrees to defend the Podium Entities against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event Podium assumes exclusive defense of such claims, Client agrees to cooperate with our defense of any such claims. Client may not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action.
12. DISCLAIMERS.
12.1. EXCEPT AS PROVIDED EXPRESSLY HEREIN, THE PODIUM MARKETPLACE, ANY APPS, AND ALL RELATED SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH THE MARKETPLACE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE MARKETPLACE OR ANY APP WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT THE MARKETPLACE OR ANY APP WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, AND PODIUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON THE MARKETPLACE, ANY APP, OR PODIUM’S RELATED SERVICES (INCLUDING CHANGES TO CLIENT PROPERTIES). THE DISCLAIMERS IN THIS SECTION 12.1 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
12.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE THE MARKETPLACE OR ANY APP OR PODIUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE THE MARKETPLACE OR ANY APP WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE ITS CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO ITS CLIENT(S) DO NOT CONSTITUTE LEGAL ADVICE. USE OF THE MARKETPLACE DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
13. LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL PODIUM OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PODIUM’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE FIVE THOUSAND U.S. DOLLARS ($5,000.00). FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, PODIUM’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 13 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION 13. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THESE TERMS, THIS SECTION 13 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 13 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, ANY PODIUM TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 13 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14. DISPUTE RESOLUTION AND GENERAL TERMS. Sections 15 and 16 of the Podium Terms of Service are hereby incorporated by reference.
Business Associate Agreement
Version
Effective August 17th 2026
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Table of Contents
PODIUM BUSINESS ASSOCIATE AGREEMENT
This Podium Business Associate Agreement (“BAA”) is incorporated into the applicable Podium Terms of Service or Master Services Agreement (the “Underlying Agreement”) for any Podium Corporation, Inc. (“Podium”) client in which the applicable Podium Services (as defined in the Underlying Agreement) may involve the creation, maintenance, use, transmission or disclosure of Protected Health Information (as defined below) within the meaning of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act (“HITECH”), and their implementing regulations, 45 CFR Parts 160 and 164 as they shall be amended (collectively the “HIPAA Rules”). In such case, Podium will be considered the “Business Associate” hereunder and the Podium client will be considered the “Covered Entity” hereunder.
If and only to the extent that Business Associate is a “business associate” as defined in the HIPAA Rules, this BAA supplements the Underlying Agreement and is intended to and will be interpreted to satisfy the requirements for business associate agreements as set forth in the HIPAA Rules. If Business Associate is not a business associate as defined in the HIPAA Rules, this BAA will be void notwithstanding any other terms to the contrary.
1. DEFINITIONS.
The following terms used in this BAA will have the same meaning as those terms in the HIPAA Rules: Business Associate, Breach, Covered Entity, Data Aggregation, Designated Record Set, Disclosure, Electronic Protected Health Information, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use. All other capitalized terms not defined in this BAA will have the meaning set forth in the Underlying Agreement.
2. RESPONSIBILITIES OF BUSINESS ASSOCIATE.
Business Associate agrees to:
2.1. Not Use or Disclose Protected Health Information other than as permitted by Section 3 below, or as otherwise required by law;
2.2. Use appropriate safeguards to prevent the Use or Disclosure of Protected Health Information other than as permitted by this BAA, and to the extent applicable to business associates, Business Associate will comply with the requirements in 45 CFR Part 164, Subpart C (“HIPAA Security Rule”) including the use of administrative, physical and technical safeguards to protect Electronic Protected Health Information;
2.3. Report to Covered Entity any Use or Disclosure of Protected Health Information not provided for by the BAA of which it becomes aware, including Breaches of Unsecured Protected Health Information as required at 45 CFR 164.410, and any Security Incident as required by 45 CFR § 164.314(a)(2). The parties acknowledge that Business Associate is periodically subject to attempted but unsuccessful attempts to access its information system (e.g., typical “pings” or port scans), but that such unsuccessful attempts are trivial, routine, and do not constitute a material threat to the security of Protected Health Information. The parties agree that further notice of such trivial but unsuccessful attempts will not be required unless expressly required by Covered Entity;
2.4. In accordance with 45 CFR 164.502(e)(1)-(2) and 164.308(b)(2)-(3), if applicable, to ensure that any Subcontractor(s) that creates, receives, maintains, or transmits Protected Health Information on behalf of Business Associate agrees to the same restrictions, conditions, and requirements that apply to Business Associate with respect to such information. Business Associate may fulfill this requirement by having the Subcontractors execute an agreement that incorporates the terms of this BAA;
2.5. Within fifteen (15) days after Covered Entity’s request, make available Protected Health Information in a Designated Record Set to the Covered Entity as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.524;
2.6. Within thirty (30) days after Covered Entity’s request, make available to Covered Entity any Protected Health Information for amendment and incorporate any amendments to Protected Health Information as necessary to enable Covered Entity to satisfy its obligations under 45 CFR 164.526;
2.7. Within thirty (30) days after Covered Entity’s request, make available to Covered Entity the information required to provide an accounting of Disclosures as necessary to enable Covered Entity to satisfy Covered Entity’s obligations under 45 CFR 164.528;
2.8. To the extent Business Associate is to carry out one or more of Covered Entity’s obligation(s) under 45 CFR Part 164, Subpart E (“HIPAA Privacy Rule”), comply with the requirements of the HIPAA Privacy Rule that apply to the Covered Entity in the performance of such obligation(s); and
2.9. Make Business Associate’s internal practices, books, and records relating to the Use and Disclosure of Protected Health Information received from or created or received by Business Associate on behalf of Covered Entity, available to the Secretary for purposes of determining Covered Entity’s compliance with the HIPAA Rules.
3. USES AND DISCLOSURES BY BUSINESS ASSOCIATE.
3.1. Permitted Uses and Disclosures of PHI. Business Associate may Use or Disclose Protected Health Information only as follows:
3.1.1. As necessary to perform the services set forth in the Underlying Agreement, or as otherwise expressly authorized or permitted by the Underlying Agreement.
3.1.2. To de-identify Protected Health Information in accordance with 45 CFR § 164.514(a)-(c). Any information that has been de-identified as provided in this Agreement will not be subject to this BAA and Business Associate will be entitled to use it for its own purposes.
3.1.3. As required by law.
3.1.4. For the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate, provided that: (i) any disclosures for these purposes are required by law, or (ii)(a) Business Associate obtains reasonable assurances from the entity to whom the information is Disclosed that the information will remain confidential and used or further Disclosed only as required by law or for the purposes for which it was Disclosed to the entity, and (b) the entity notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.
3.1.5. To provide data Aggregation services relating to the Health Care Operations of Covered Entity as defined in 45 CFR § 164.501.
3.2. Impermissible Uses or Disclosures. Business Associate may not Use or Disclose Protected Health Information in a manner that would violate the HIPAA Privacy Rule if done by Covered Entity except for the specific uses and disclosures set forth in Sections 3.1.1-3.1.5), above.
3.3. Minimum Necessary. Business Associate agrees to make uses and disclosures and requests for Protected Health Information consistent with Covered Entity’s Minimum Necessary policies and procedures as disclosed by Covered Entity to Business Associate in advance.
4. RESPONSIBILITIES OF COVERED ENTITY.
4.1. Representations and Warranties. Covered Entity represents and warrants that, prior to execution of this BAA and at all times during this BAA, (i) Covered Entity has obtained or will obtain any consent or authorization required by the HIPAA Rules or other law necessary for Business Associate to perform its duties pursuant to this BAA; and (ii) Covered Entity has notified Business Associate of:
4.1.1. Any limitation(s) in Covered Entity’s Notice of Privacy Practices, policies, or agreements, or any order or other limitation imposed on Covered Entity, to the extent that such limitation may affect Business Associate’s Use or Disclosure of Protected Health Information.
4.1.2. Any changes in, or revocation of, the permission by an Individual to Use or Disclose Protected Health Information, to the extent that such limitation may affect Business Associate’s Use or Disclosure of Protected Health Information.
4.1.3. Any restriction on the Use or Disclosure of Protected Health Information to which Covered Entity has agreed or which Covered Entity is required to abide under 45 CFR 164.522, to the extent that such restriction may impact in any manner Business Associate’s Use or Disclosure of Protected Health Information.
4.2. Notice of Change by Covered Entity. Covered Entity agrees to immediately notify Business Associate of any non-compliance with the representations and warranties identified in Section 4.1, including any change in the limitations, agreements, or restrictions identified in Section 4.1. Covered Entity understands and agrees that Business Associate entered into this BAA in reliance on Covered Entity’s representations and warranties in Section 4.1, and that any non-compliance or change in limitations, agreements or restrictions may affect Business Associate’s performance under this BAA and will entitle Business Associate to immediately terminate this BAA and/or the Underlying Agreement at Business Associate’s election.
5. REQUESTS BY COVERED ENTITY.
Covered Entity will not request Business Associate to Use or Disclose Protected Health Information in any manner that would not be permissible under the HIPAA Privacy Rule if done by Covered Entity.
6. TERM AND TERMINATION.
6.1. Term. The Term of this BAA will commence on the Effective Date of the Underlying Agreement and will terminate on the termination date of the Underlying Agreement or on the date Covered Entity terminates this BAA for cause as authorized in Section 6.2, whichever is sooner.
6.2. Termination. This BAA may be terminated as follows:
6.2.1. Either party may terminate this BAA upon thirty (30) days prior written notice to the other party due to a material breach of this BAA by the other party. The breaching party will have the opportunity to cure the breach during the 30-day notice period. If the breaching party fails to cure the breach within the 30-day notice period, the non-breaching party may declare the BAA terminated by providing written notice at the end of the 30-day period.
6.2.2. Either party may terminate this BAA if either party determines that the other party has violated any law or regulation and/or that continued performance under this BAA may subject the party to adverse action by any governmental agency.
6.2.3. Business Associate may terminate this BAA pursuant to Section 4.2.
6.2.4. This BAA will automatically terminate without any further action of the parties upon the termination or expiration of the Underlying Agreement.
6.3. Obligations of Business Associate upon Termination. Upon termination of this BAA for any reason, Business Associate, with respect to Protected Health Information received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity, will:
6.3.1. Retain only that Protected Health Information which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities as described in Section 3.1.4.
6.3.2. If feasible, return or destroy all other Protected Health Information in Business Associate’s control.
6.3.3. For any Protected Health Information that is retained, continue to extend the protections of this BAA to such information and limit further uses and disclosures to those purposes permitted by this BAA.
7. MISCELLANEOUS.
7.1. Amendments; Waiver. The parties agree to take such action as is necessary to amend this BAA from time to time as is necessary to comply with the requirements of the HIPAA Rules and any other applicable law or, if the parties cannot agree on such amendment, to terminate this BAA upon notice to the other party. A waiver with respect to one event will not be construed as continuing, or as a bar to or waiver of any right or remedy as to subsequent events.
7.2. Governing Law. This BAA will be construed to comply with the requirements of the HIPAA Rules, and any ambiguity in this BAA will be interpreted to permit compliance with the HIPAA Rules. All other aspects of this BAA will be governed under the laws of the State in which Business Associate maintains its principal place of business.
7.3. Assignment/Subcontracting. This BAA will inure to the benefit of and be binding upon the parties and their respective legal representatives, successors and assigns. Business Associate may assign or subcontract rights or obligations under this BAA to Subcontractors or third parties without the express written consent of Covered Entity. Covered Entity may assign its rights and obligations under this BAA to any successor or affiliated entity.
7.4. Cooperation. The parties agree to cooperate with each other’s efforts to comply with the requirements of the HIPAA Rules and other applicable laws; to assist each other in responding to and mitigating the effects of any Breach of Protected Health Information in violation of HIPAA Rules or this BAA; and to assist the other party in responding to any investigation, complaint, or action by any government agency or third party relating to the performance of this BAA.
7.5. Relation to Underlying Agreement. This BAA supplements the Underlying Agreement. The terms and conditions of the Underlying Agreement will continue to apply to the extent not inconsistent with this BAA. If there is a conflict between this BAA and the Underlying Agreement with respect to the subject matter of this BAA, this BAA will control, but only to the extent necessary to resolve the conflict.
7.6. Interpretation. Any ambiguity in this BAA will be interpreted to permit compliance with the HIPAA Rules.
7.7. No Third-Party Beneficiaries. Nothing express or implied in this BAA is intended to confer, nor will anything herein confer, upon any person other than the parties and the respective successors or assigns of the parties, any rights, remedies, obligations, or liabilities whatsoever.
7.8. Limitation on Liability. In no event will Business Associate or any of its directors, officers, agents, parents, affiliates, or subsidiaries (collectively “Business Associate”) be liable to Covered Entity or any third party for any special, consequential, incidental, or indirect loss or damages arising out Business Associate’s acts or omissions relating to this BAA or the HIPAA Rules whether or not Covered Entity has been advised of the possibility of such loss or damages. In all cases, Business Associate’s aggregate liability under any legal theory, including contract, tort, or other bases, will not exceed the fees paid by Covered Entity to Business Associate pursuant to the Underlying Agreement during the six (6) month period prior to the first occurrence upon which liability is based.
7.9. Entire Agreement. This BAA contains the entire agreement between the parties as it relates to the Use or Disclosure of Protected Health Information, and supersedes all prior discussions, negotiations, and services relating to the same to the extent such other prior communications are inconsistent with this BAA.
7.10. Notices. Any notices to be given hereunder to a party will be made as described in the Underlying Agreement or via U.S. Mail or express courier to such party’s address given below.
If to Business Associate, to: If to Covered Entity, to:
Podium Corporation, Inc.
1650 W. Digital Dr.
Lehi, UT 84043
Attn: Legal Department
The current address or email address associated with Client’s Podium account, where applicable.
Effective August 15th 2022 to August 17th 2026
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Table of Contents
PODIUM BUSINESS ASSOCIATE AGREEMENT
This Podium Business Associate Agreement (“BAA”) is incorporated into the applicable Podium Terms of Service or Master Services Agreement (the “Underlying Agreement”) for any Podium Corporation, Inc. (“Podium”) client in which the applicable Podium Services (as defined in the Underlying Agreement) may involve the creation, maintenance, use, transmission or disclosure of protected health information (“PHI”) within the meaning of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act (“HITECH”), and their implementing regulations, 45 CFR Parts 160 and 164 as they shall be amended (collectively the “HIPAA Rules”). In such case, Podium will be considered the “Business Associate” hereunder and the Podium client will be considered the “Covered Entity” hereunder.
If and only to the extent that Business Associate is a “business associate” as defined in the HIPAA Rules, this BAA supplements the Underlying Agreement and is intended to and will be interpreted to satisfy the requirements for business associate agreements as set forth in the HIPAA Rules. If Business Associate is not a business associate as defined in the HIPAA Rules, this BAA will be void notwithstanding any other terms to the contrary.
DEFINITIONS. The following terms used in this BAA will have the same meaning as those terms in the HIPAA Rules: Business Associate, Breach, Covered Entity, Data Aggregation, Designated Record Set, Disclosure, Electronic Protected Health Information, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Privacy Officer, Privacy Rule, Protected Health Information, Required By Law, Secretary, Security Rule, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use. All other capitalized terms not defined in this BAA will have the meaning set forth in the Underlying Agreement.
RESPONSIBILITIES OF BUSINESS ASSOCIATE. Business Associate agrees to:
2.1. Not use or disclose PHI other than as permitted by Section 3 below, or as otherwise required by law;
2.2. Use appropriate safeguards to prevent the use or disclosure of protected health information other than as permitted by this BAA, and to the extent applicable to business associates, Business Associate will comply with the requirements in 45 CFR Part 164, Subpart C (“HIPAA Security Rule”) including the use of administrative, physical and technical safeguards to protect electronic protected health information;
2.3. Report to Covered Entity any use or disclosure of PHI not provided for by the BAA of which it becomes aware, including breaches of unsecured PHI as required at 45 CFR 164.410, and any security incident as required by 45 CFR § 164.314(a)(2). The parties acknowledge that Business Associate is periodically subject to attempted but unsuccessful attempts to access its information system (e.g., typical “pings” or port scans), but that such unsuccessful attempts are trivial, routine, and do not constitute a material threat to the security of protected health information. The parties agree that further notice of such trivial but unsuccessful attempts will not be required unless expressly required by Covered Entity;
2.4. In accordance with 45 CFR 164.502(e)(1)-(2) and 164.308(b)(2)-(3), if applicable, to ensure that any subcontractor(s) that creates, receives, maintains, or transmits PHI on behalf of Business Associate agrees to the same restrictions, conditions, and requirements that apply to Business Associate with respect to such information. Business Associate may fulfill this requirement by having the subcontractors execute an agreement that incorporates the terms of this BAA;
2.5. Within fifteen (15) days after Covered Entity’s request, make available PHI in a designated record set to the Covered Entity as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.524;
2.6. Within thirty (30) days after Covered Entity’s request, make available to Covered Entity any protected health information for amendment and incorporate any amendments to protected health information as necessary to enable Covered Entity to satisfy its obligations under 45 CFR 164.526;
2.7. Within thirty (30) days after Covered Entity’s request, make available to Covered Entity the information required to provide an accounting of disclosures as necessary to enable Covered Entity to satisfy Covered Entity’s obligations under 45 CFR 164.528;
2.8. To the extent Business Associate is to carry out one or more of Covered Entity’s obligation(s) under 45 CFR Part 164, Subpart E (“HIPAA Privacy Rule”), comply with the requirements of the HIPAA Privacy Rule that apply to the Covered Entity in the performance of such obligation(s); and
2.9. Make Business Associate’s internal practices, books, and records relating to the use and disclosure of protected health information received from, or created or received by Business Associate on behalf of Covered Entity, available to the Secretary for purposes of determining Covered Entity’s compliance with the HIPAA Rules.
USES AND DISCLOSURES BY BUSINESS ASSOCIATE.
3.1. Permitted Uses and Disclosures of PHI. Business Associate may use or disclose protected health information only as follows:
3.1.1. As necessary to perform the services set forth in the Underlying Agreement, or as otherwise expressly authorized or permitted by the Underlying Agreement.
3.1.2. To de-identify protected health information in accordance with 45 CFR § 164.514(a)-(c). Any information that has been de-identified as provided in this Agreement will not be subject to this BAA and Business Associate will be entitled to use it for its own purposes.
3.1.3. As required by law.
3.1.4. For the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate, provided that: (i) any disclosures for these purposes are required by law, or (ii)(a) Business Associate obtains reasonable assurances from the entity to whom the information is disclosed that the information will remain confidential and used or further disclosed only as required by law or for the purposes for which it was disclosed to the entity, and (b) the entity notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.
3.1.5. To provide data aggregation services relating to the health care operations of Covered Entity as defined in 45 CFR § 164.501.
3.2. Impermissible Uses or Disclosures. Business Associate may not use or disclose protected health information in a manner that would violate the HIPAA Privacy Rule if done by Covered Entity except for the specific uses and disclosures set forth in Sections 3.1.1-3.1.5), above.
3.3. Minimum Necessary. Business Associate agrees to make uses and disclosures and requests for protected health information consistent with Covered Entity’s minimum necessary policies and procedures as disclosed by Covered Entity to Business Associate in advance.
RESPONSIBILITIES OF COVERED ENTITY.
4.1. Representations and Warranties. Covered Entity represents and warrants that, prior to execution of this BAA and at all times during this BAA, (i) Covered Entity has obtained or will obtain any consent or authorization required by the HIPAA Rules or other law necessary for Business Associate to perform its duties pursuant to this BAA; and (ii) Covered Entity has notified Business Associate of:
4.1.1. Any limitation(s) in Covered Entity’s notice of privacy practices, policies, or agreements, or any order or other limitation imposed on Covered Entity, to the extent that such limitation may affect Business Associate’s use or disclosure of PHI.
4.1.2. Any changes in, or revocation of, the permission by an individual to use or disclose PHI, to the extent that such limitation may affect Business Associate’s use or disclosure of PHI.
4.1.3. Any restriction on the use or disclosure of PHI to which Covered Entity has agreed or which Covered Entity is required to abide under 45 CFR 164.522, to the extent that such restriction may impact in any manner Business Associate’s use or disclosure of PHI.
4.2. Notice of Change by Covered Entity. Covered Entity agrees to immediately notify Business Associate of any non-compliance with the representations and warranties identified in Section 4.1, including any change in the limitations, agreements, or restrictions identified in Section 4.1. Covered Entity understands and agrees that Business Associate entered into this BAA in reliance on Covered Entity’s representations and warranties in Section 4.1, and that any non-compliance or change in limitations, agreements or restrictions may affect Business Associate’s performance under this BAA and will entitle Business Associate to immediately terminate this BAA and/or the Underlying Agreement at Business Associate’s election.
REQUESTS BY COVERED ENTITY. Covered Entity will not request Business Associate to use or disclose protected health information in any manner that would not be permissible under the HIPAA Privacy Rule if done by Covered Entity.
TERM AND TERMINATION.
6.1. Term. The Term of this BAA will commence on the Effective Date of the Underlying Agreement and will terminate on the termination date of the Underlying Agreement or on the date Covered Entity terminates this BAA for cause as authorized in Section 6.2, whichever is sooner.
6.2. Termination. This BAA may be terminated as follows:
6.2.1. Either party may terminate this BAA upon thirty (30) days prior written notice to the other party due to a material breach of this BAA by the other party. The breaching party will have the opportunity to cure the breach during the 30-day notice period. If the breaching party fails to cure the breach within the 30-day notice period, the non-breaching party may declare the BAA terminated by providing written notice at the end of the 30-day period.
6.2.2. Either party may terminate this BAA if either party determines that the other party has violated any law or regulation and/or that continued performance under this BAA may subject the party to adverse action by any governmental agency.
6.2.3. Business Associate may terminate this BAA pursuant to Section 4.2.
6.2.4. This BAA will automatically terminate without any further action of the parties upon the termination or expiration of the Underlying Agreement.
6.3. Obligations of Business Associate upon Termination. Upon termination of this BAA for any reason, Business Associate, with respect to protected health information received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity, will:
6.3.1. Retain only that protected health information which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities as described in Section 3.1.4.
6.3.2. If feasible, return or destroy all other protected health information in Business Associate’s control.
6.3.3. For any protected health information that is retained, continue to extend the protections of this BAA to such information and limit further uses and disclosures to those purposes permitted by this BAA.
6.3.4. Business Associate’s obligations under this Section 6.3 will terminate upon termination of this BAA.
MISCELLANEOUS.
7.1. Amendments; Waiver. The parties agree to take such action as is necessary to amend this BAA from time to time as is necessary to comply with the requirements of the HIPAA Rules and any other applicable law or, if the parties cannot agree on such amendment, to terminate this BAA upon notice to the other party. A waiver with respect to one event will not be construed as continuing, or as a bar to or waiver of any right or remedy as to subsequent events.
7.2. Governing Law. This BAA will be construed to comply with the requirements of the HIPAA Rules, and any ambiguity in this BAA will be interpreted to permit compliance with the HIPAA Rules. All other aspects of this BAA will be governed under the laws of the State in which Business Associate maintains its principal place of business.
7.3. Assignment/Subcontracting. This BAA will inure to the benefit of and be binding upon the parties and their respective legal representatives, successors and assigns. Business Associate may assign or subcontract rights or obligations under this BAA to subcontractors or third parties without the express written consent of Covered Entity. Covered Entity may assign its rights and obligations under this BAA to any successor or affiliated entity.
7.4. Cooperation. The parties agree to cooperate with each other’s efforts to comply with the requirements of the HIPAA Rules and other applicable laws; to assist each other in responding to and mitigating the effects of any breach of protected health information in violation of HIPAA Rules or this BAA; and to assist the other party in responding to any investigation, complaint, or action by any government agency or third party relating to the performance of this BAA.
7.5. Relation to Underlying Agreement. This BAA supplements the Underlying Agreement. The terms and conditions of the Underlying Agreement will continue to apply to the extent not inconsistent with this BAA. If there is a conflict between this BAA and the Underlying Agreement with respect to the subject matter of this BAA, this BAA will control, but only to the extent necessary to resolve the conflict.
7.6. Interpretation. Any ambiguity in this BAA will be interpreted to permit compliance with the HIPAA Rules.
7.7. No Third-Party Beneficiaries. Nothing express or implied in this BAA is intended to confer, nor will anything herein confer, upon any person other than the parties and the respective successors or assigns of the parties, any rights, remedies, obligations, or liabilities whatsoever.
7.8. Limitation on Liability. In no event will Business Associate or any of its directors, officers, agents, parents, affiliates, or subsidiaries (collectively “Business Associate”) be liable to Covered Entity or any third party for any special, consequential, incidental, or indirect loss or damages arising out Business Associate’s acts or omissions relating to this BAA or the HIPAA Rules whether or not Covered Entity has been advised of the possibility of such loss or damages. In all cases, Business Associate’s aggregate liability under any legal theory, including contract, tort, or other bases, will not exceed the fees paid by Covered Entity to Business Associate pursuant to the Underlying Agreement during the six (6) month period prior to the first occurrence upon which liability is based.
7.9. Entire Agreement. This BAA contains the entire agreement between the parties as it relates to the use or disclosure of protected health information, and supersedes all prior discussions, negotiations, and services relating to the same to the extent such other prior communications are inconsistent with this BAA.
7.10. Notices. Any notices to be given hereunder to a party will be made as described in the Underlying Agreement or via U.S. Mail or express courier to such party’s address given below.
If to Business Associate, to: If to Covered Entity, to:
Podium Corporation, Inc.
1650 W. Digital Dr.
Lehi, UT 84043
Attn: Legal Department
The current address or email address associated with Client’s Podium account, where applicable.
Developer Terms
Version
Effective August 16th 2022
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Table of Contents
Podium Developer Terms
Thank you for choosing to develop on the Podium Developer Platform.
Podium.com (https://www.podium.com), including all of its related applications, dashboards, or platforms (individually and collectively, the “Website”), is owned and operated by Podium Corporation, Inc. (“Podium”, “we” or “us”). The Podium Developer Platform (defined below) allows you to build Apps (as defined herein) for users of the Podium Services (as defined in Podium’s Terms of Service located at https://legal.podium.com/#termsofservice-us). By clicking on “I agree” (or a similar button) or by using or developing on the Podium Developer Platform, you agree to be bound by these Terms, so please read them carefully.
These Podium Developer Terms (the “Developer Terms” or "Terms") are a binding agreement between Podium and the individual or entity registering as a developer on the Podium Developer Platform ("you" or "Developer"). If you are using the Podium Developer Platform on behalf of a company, organization, or other entity, then “Developer” or “you” means that entity, and you are binding that entity to these Terms. You represent and warrant that you have the legal power and authority to enter into these Terms and that, if the Developer is an entity, these Terms are entered into by an employee, agent, or other authorized representative with all necessary authority to bind that entity to these Terms. The Podium Developer Platform is not intended for and may not be used by anyone under the age of 18.
Podium may modify these Terms from time to time, subject to Section 19.7 (Amendments; Waiver).
1. Program Overview. The Podium marketplace is an online marketplace (the “Marketplace”) for cloud and downloadable software applications, plugins, and extensions that are designed to operate in connection with Podium’s Services (“Apps”). Pursuant to these Terms, you may develop Apps to be listed on the Marketplace where Podium clients subscribed to Podium’s Services (“Podium Clients”) may access and use your Apps. The Podium Marketplace is intended only to be used and accessed in the United States, Canada, and Australia (the “Territory”). “Podium Developer Platform” means Podium’s developer platform, including the Podium API (as defined in the Podium API Terms of Use (the “API Terms”)), API keys, CLIs, sample code, access tokens, SDKs, and other tools described at https://docs.podium.com/docs. Your use of the Podium Developer Platform, the ecosystem of Apps, and the Marketplace, and your interaction with Podium Clients is governed by these Terms (the “Podium Developer Program”).
2. Eligibility.
2.1. In order to develop to the Marketplace, you must be in good standing and not previously suspended or removed from the Podium Developer Program in the past.
2.2. The following use cases for developing Apps are permitted under these Terms. Any other use cases must be expressly approved in writing by Podium in advance:
2.2.1. A Podium Client developing an App solely for its own personal and private use (a “Private App”);
2.2.2. A third-party developer developing an App for a single Podium Client that intends to submit Apps to the Marketplace for use solely by such Podium Client (a “Third-Party Private App”); or
2.2.3. A third-party developer developing an App for use by any Podium Client via the Marketplace (a “Public App”).
2.3. Prior to developing and/or hosting an App on the Marketplace, Podium must validate that you are an established company or individual developer. If Developer is an individual, you must be 18 years or older.
3. Use Rights. You may use the Podium Developer Platform to develop and use Apps in connection with Podium Services, but only as permitted by these Terms and the API Terms. Failure to comply with the requirements listed in these Terms may result in Podium, in its sole discretion, removing your App from the Marketplace and suspending your access to the Marketplace, the Sandbox, the Podium API, and the Podium Developer Platform. All of your use rights in these Terms (including your rights to use Podium Marks below) are limited, non-exclusive, non-sublicensable, and non-transferable. You may, however, permit your agents and contractors to exercise your use rights on your behalf, provided that you remain responsible for their compliance with these Terms. You agree to comply as follows:
3.1. Compliance with Podium Policies. Subject to all terms and conditions of these Terms, including any Additional Terms, Podium grants Developer a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license within the Territory (to the extent available in the Territory) to use the Podium Developer Platform to develop Apps, but only in accordance with these Terms (including the API Terms), Podium’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://legal.podium.com/#aup-us), and all applicable scope of use descriptions provided to Developer by Podium. Although the Podium Services, the Podium Developer Platform, and the Marketplace may be accessible worldwide, Podium makes no representation that the Podium Services, the Podium Developer Platform, Apps, or the Marketplace are appropriate or available for use in locations outside the Territory (or that all products or features of the Podium Services, Podium Developer Platform, Apps, or the Marketplace are available throughout the Territory). Furthermore, accessing the Podium Services, Podium Developer Platform, Apps, or the Marketplace from territories where their content or use is illegal is prohibited. Those who choose to access the Podium Services, Podium Developer Platform, Apps, or the Marketplace from other locations do so at their own initiative and are responsible for compliance with local laws and any costs associated with access or use outside the Territory. You may not use or export the Podium Services, Podium Developer Platform, Apps, or the Marketplace in violation of U.S. export laws and regulations.
3.2. Compliance with Laws. You warrant and represent that you will fully comply with all applicable local, state, federal, and international laws, rules, and regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, and Canada’s Anti-Spam Legislation (“CASL”) (individually a “Law” and collectively, “Laws”) and that you will not develop Apps in a manner that would violate or cause Podium or any Podium Clients to violate any obligation with respect to any Laws. You also warrant and represent that: (a) You have a license to use any Podium End-User Data provided that is used in connection with an App or the Marketplace and any Podium End-User Data and Podium’s use thereof will not violate third-party rights, including intellectual property, privacy, and publicity rights and (b) You have authorization to provide Podium with any Podium Client information you provide in connection with the Podium Services, your App, or the Marketplace, including but not limited to any End-User Data and any personally identifying information. If you receive any take-down requests or infringement notices related to Podium End-User Data, your App, or your use of third-party products or data, you will promptly stop using these items with the Podium Services, your App, and the Marketplace and notify Podium immediately.
3.3. HIPAA Compliance. If you are a Covered Entity or Business Associate, as defined in HIPAA, and are operating as a subcontractor to Podium, you agree to the terms of Podium’s Subcontractor BAA (currently available at https://www.podium.com/#subcontractor-business-associate-agreement/) (the “Subcontractor BAA”), which may be amended from time to time, and to secure and utilize Protected Health Information (as that term is defined in HIPAA) in accordance with the Subcontractor BAA.
4. Permissions, and Limitations. Podium may place limits on access to the Podium Developer Platform and Marketplace and on use of the Podium API (e.g., limits on numbers of calls or requests). Podium may also monitor your usage of the Podium Developer Platform and Marketplace and limit the number of calls or requests you may make if Podium believes, in its sole discretion, that your usage violates these Terms or may negatively affect the Podium Developer Platform, the Marketplace, or any Podium Clients (or otherwise impose liability on Podium). You agree to take all reasonable efforts to limit the use of the Podium API and to use only the minimum necessary calls, requests, pushes, integrations, Podium API, endpoints, or webhooks to make your App function. Each App should request the fewest number of authorization or permission scopes required to function.
5. Marketing Activities. You will bear all costs and expenses related to your marketing or promotion of Podium, any Podium Services, the Marketplace, and, as applicable, your Apps or your other products or services associated with your participation in the Podium Developer Program (collectively, “Partner Marketing Activities”). Partner Marketing Activities are limited to the Territory. Podium may promote your App as it sees fit in its sole discretion.
5.1. App Listing. Apps will be listed in the Marketplace once approved by Podium. App listing content will be provided by you and approved by Podium. Public Apps will be listed for all users of the Marketplace to view, access, and use. If your App is a Private App or a Third-Party Private App, it will not be listed publicly in the Marketplace, but will be accessible by you or the Podium Client who hired you to develop the App.
5.2. No commission, fees, revenue sharing, or profit sharing will be exchanged unless noted expressly in additional terms between you and Podium.
6. Onboarding/Offboarding. The documented authentication path specified at https://docs.podium.com/docs/oauth is currently the only supported method for customer onboarding. Your App will require no manual onboarding (meaning it requires a person to integrate, set up, or install the App) by Podium. If your App requires manual onboarding, you must provide such services directly to the Podium Client(s). Podium will not manually generate tokens, access, or integrations. If your App requires manual onboarding, upon receipt of an order notification, you will be required to onboard and assist the Podium Client so that they can fully use your App within 5 days. Additionally, if your App requires manual onboarding, specific details must be added to the Marketplace listing for your App to clearly notify Podium Clients of this requirement. Fulfillment and onboarding costs will solely be your responsibility.
7. Required Documentation. The following documentation is required between you and any Podium Client who uses your App and must be provided for review by Podium as part of each App approval and listing process:
7.1. End User Terms (“End User Terms”) between you and any Podium Client who uses your App. You must obtain all necessary permissions, authorizations, and consents from each Client or end user, as the case may be, to access and use their Client account and Client Data via the Podium API, your App, and Services. You must ensure anyone who uses your App agrees to your End User Terms, which must comply with all Laws. The End User Terms for each Client must include provisions that are at least as protective as those contained in these Terms. The End User Terms must also include provisions informing the Client that:
7.1.1. Podium will not be responsible for any support or assistance relating to your App or services (unless Podium has expressly stated otherwise in writing);
7.1.2. You, not Podium, are solely responsible for your App, your related services, and for any liability or damages that arise out of a Client’s authorized use of the App; and
7.1.3. The provisions of your End User Terms govern the scope of your access and use rights with respect to the Client’s Data and account.
7.2. Privacy Policy between you and any Podium Client who uses your App (“End User Privacy Policy”). The Privacy Policy must be a legally compliant privacy policy detailing the data and information you’ll collect from any Client or user when they use your App, and you agree that you will only use such data and information as expressly authorized by the Client in each case
7.3. Business Associate Agreement (“End User BAA”) between you and any Podium Client who uses your App if your App is subject to HIPAA. You will only use Client Protected Health Information (“PHI”) as that term is defined under HIPAA, as authorized under the BAA and HIPAA and will remain fully liable for any violations with respect to PHI.
7.4. List of software licenses currently in use.
8. Developer Approval Process for Sandbox Access. In order to access the developer test platform (the “Sandbox”), you must: (a) agree to the API Terms; (b) have a valid Developer Account; (c) request Sandbox access from Podium; and (d) not use Sandbox for any purpose other than the development of an App intended to operate in conjunction with the Podium API and which will be listed on the Marketplace. Developer Accounts and Sandbox use may be monitored and throttled at Podium’s discretion. Sandbox functionality and features may vary over time. Sandbox access can be revoked at any time at Podium's sole discretion.
9. App Approval Process. Your App will generally be reviewed by Podium within 2 weeks of submission of the documentation and information described in Section 9 and Section 10 (“App Approval Requirements”). If your App is rejected, you will be notified with reasons and requirements to resubmit, if applicable. Once approved you will receive a notification of your App’s approval. Podium reserves the right to reject any App for any reason. Your App may only permit session cookies to have the following attributes set: Secure, HTTPOnly. Prior to Podium approving your App, you must submit the following information:
9.1. Submit your App with listing content including:
9.1.1. App name;
9.1.2. App description;
9.1.3. App Logo;
9.1.4. API scope access needed;
9.1.5. API scope access reasoning;
9.1.6. the documentation listed in Section 9; and
9.1.7. emergency engineering contact email
9.2. You must provide additional App solution documentation outlining App functionality, Podium API used, screen shots, user flow, feature set, install instructions, setup time, pricing (if applicable), industries served, and general customer expectations.
9.3. App testing instructions must be provided to Podium for review purposes, including but not limited to, steps, credentials, and any other pertinent information to reproduce the end-user experience.
9.4. You must certify that your App does not sell data, collect personally identifiable data without valid authorization or consent, send data outside the Territory, perform functions not outlined in the App description, or mislead Podium Clients in any way.
9.5. You must verify and certify to Podium that your App complies with the requirements of Section 10.
10. Security Certification. Your App must comply with the requirements listed in the Developer Security and SLA Requirements document located at (https://partner-terms.podium.com/#DSSR) (the “Security SLA Documentation”) [Currently available at https://docs.google.com/document/d/1RomvY79rnqi3Mg8HOcW7xJh6miKvNfJJYCxov41MZrM/edit?usp=sharing]. Podium may revoke your access to the Marketplace and remove or disable your App if you violate any of the security or service level requirements contained in the Security/SLA Documentation. If your App breaches any of the security or service level requirements contained in the Security/SLA Documentation, you may apply for recertification by following the steps outlined in these Terms for an App approval and by documenting how your resubmission cures the violations.
11. Data Use and Ownership.
11.1. Podium End-User Data. For purposes of these Terms, “End-User Data” means any data, content, or information of an end user or Podium Client that is accessed, collected, or otherwise processed by you or your App in connection with use of the Podium Developer Platform, Podium API, or Podium Services. Podium Clients may enable you or your Apps to access End-User Data. Based on the activities under these Terms, Podium may provide you with access to End-User Data.
11.2. Collection and Use. You must obtain all necessary rights, permissions, and consents from Podium Clients and any end users for your access, collection, storage, transmission, treatment, use, disclosure, sharing, and other processing of any End-User Data, and you must ensure that all such processing complies with your End User Terms, your End User Privacy Policy, your End User BAA (if applicable), and all Laws. If you use the Podium API to retrieve End-User Data directly from Podium, you must limit your access and processing of such information to that (a) authorized by the Podium Client or (b) necessary for the purposes of providing the functionality of your App. You may not sell any End-User Data. Podium will not be liable for, or have any responsibility in connection with, End-User Data processed by you or your App, and such activities with regard to End-User Data are not in any way by or on behalf of Podium.
11.3. Ownership of Apps and Marketplace. Unless otherwise expressly agreed in writing, including under these terms, Podium claims no ownership of your Apps. You may reserve all rights not expressly granted in these Terms, including any goodwill associated with Your Marks. Podium retains all ownership and other rights (including all intellectual property rights) in the Podium Developer Platform, the Services, the Podium Marks (including associated goodwill), and the Marketplace. Providing feedback, comments or suggestions about the Podium Developer Platform, the Services, or the Marketplace ("Feedback") to Podium is completely voluntary, and Podium may freely use Feedback for any purpose.
11.4. End User Communications. You may use End-User Data to communicate directly with Podium Clients or any third parties only where the communication is with technical or billing contacts, required by Laws, or as consented to or requested by the end user. You also agree that you will not send advertisements, marketing, telemarketing, or promotional messages, as such are defined in applicable Laws (hereinafter, collectively “Marketing Messages”), and that you may not use the Services, the Podium APIs, or the Marketplace to send Marketing Messages to Podium Clients unless you have valid consent from such Podium Client.
12. Confidential Information. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under these Terms or learned during the performance of these Terms, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
12.1. Obligation of Confidentiality. Except as otherwise expressly permitted in these Terms, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under these Terms. Each party may share the other party’s Confidential Information with its employees, agents, contractors, or subcontractors having a legitimate need to know (which, for Podium, includes the subcontractors referenced in Section 19.5), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 12 and these recipients are bound to confidentiality obligations no less protective than this Section 12.
12.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.
12.3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section 12 each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
13. Intellectual Property
13.1. Use of Marks. Subject to these Terms, you may use the Podium’s name, logos, or trademarks (collectively the “Podium Marks”) to promote your Application(s) as compatible with the relevant Podium Products. Your use of Podium Marks must be approved by Podium, and (without limiting Podium's other termination rights) you must promptly cease any use of Podium Marks identified by Podium as problematic. You may not register any domain name containing Podium Marks, the word "Podium" or the name of any Podium Product (or anything confusingly similar) and if you have done so you agree to transfer ownership of the domain name to Podium at no charge. You also agree not to contest the validity of ownership of any Podium Marks. You receive no other rights to Podium Marks under these Terms. All goodwill arising from use of Podium Marks inures to Podium.
13.2. Your Marks. If you make your Apps available to Podium Clients (or other end users), Podium may (but is not obligated to) use Your Marks to identify you as a Podium developer and to promote your Apps and Podium’s Services and the Marketplace.
14. Term; Termination. These Terms will remain in effect until terminated, as set forth below (the “Term”).
14.1. Termination by You. You may terminate these Terms at any time by ceasing all use of the Podium Developer Platform, the Podium API, the Marketplace, and any relevant developer credentials, and by notifying Podium of your intent to terminate this Agreement and use of the Podium Developer Platform.
14.2. Termination by Podium. Podium may terminate these Terms at any time in Podium’s sole discretion.
14.3. Effect of Termination. Upon any suspension or termination, you must cease using the Podium Developer Platform, the Podium API, the Marketplace, and any Podium Marks and, at Podium’s request, return or destroy all Confidential Information. Section 3 (Use Rights), Section 10 (Security Certification), Section 11 (Data Use and Ownership), Section 13.2 (Your Marks), Section 12 (Confidential Information) and Section 19 (General) will survive any termination of these Terms. After termination, you will have no further access to any Podium developer website or portal or to any data or content that you submitted to Podium relating to the Podium Developer Platform or Marketplace. Podium may delete any of your data at its sole discretion. Podium will have no obligation or liability resulting from termination or suspension of these Terms as permitted above.
15. Indemnification.
15.1. Indemnification by User. You will indemnify and hold harmless Podium and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Podium Entities”) from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) your unauthorized use of, or misuse of, the Marketplace and/or any App; (b) your violation of, or any claim that you have violated, any applicable Law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party (including but not limited to your end user(s), customers, any Developer, and any Third-Party Service Providers); (d) misuse of any customer data; (e) Podium’s use, as contemplated in these Terms, of any information provided to Podium by you or your end users or customers; (f) breach or alleged breach of these Terms; or (g) any claim of a governmental entity or other party that you have violated any Law. You also agree to defend the Podium Entities against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event Podium assumes exclusive defense of such claims, you agree to cooperate with our defense of any such claims. You may not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts, or take or refrain from taking any action. Developer will promptly inform Podium of any information known to Developer that could reasonably lead to a claim, demand, or liability of or against Podium by any third party.
16. Limited Warranty of the Marketplace and Disclaimers.
16.1. EXCEPT AS PROVIDED EXPRESSLY HEREIN, THE PODIUM DEVELOPER PLATFORM, PODIUM API, THE MARKETPLACE,THE SERVICES, AND ANY RELATED SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH THE PODIUM DEVELOPER PLATFORM, PODIUM API, AND MARKETPLACE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PODIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE PODIUM DEVELOPER PLATFORM, PODIUM API, OR MARKETPLACE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, THAT YOUR DATA OR END-USER DATAENDEND USER DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT THE PODIUM DEVELOPER PLATFORM, PODIUM API, THE MARKETPLACE, OR THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, AND PODIUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. PODIUM WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY YOUR PROPERTIES, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF YOUR DATA OR END-USER DATAENDEND USER DATA AUTHORIZED BY THESE TERMS, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY YOU BASED UPON THE PODIUM DEVELOPER PLATFORM, PODIUM APIS, THE MARKETPLACE, THE SERVICES, OR PODIUM’S RELATED SERVICES (INCLUDING CHANGES TO YOUR PROPERTIES). THE DISCLAIMERS IN THIS SECTION 16.1 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. DEVELOPER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
16.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE PODIUM DEVELOPER PLATFORM, PODIUM API, THE MARKETPLACE, THE SERVICES, OR PODIUM ENTITIES, OR ANY MATERIALS OR CONTENT AVAILABLE THEREIN, WILL CREATE ANY WARRANTY REGARDING ANY OF THE PODIUM ENTITIES OR THE PODIUM DEVELOPER PLATFORM, PODIUM API, OR MARKETPLACE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. PODIUM DOES NOT PROVIDE DEVELOPER OR PODIUM’S CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY PODIUM TO DEVELOPERS OR ITS CLIENT(S) DOES NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.
17. Limitation of Liability. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL PODIUM OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PODIUM’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE FIFTY THOUSAND U.S. DOLLARS ($50,000.00). FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, PODIUM’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 17 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION 17. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THESE TERMS, THIS SECTION 17 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 17 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, ANY PODIUM TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 17 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
18. Dispute Resolution. If a dispute arises between the parties related to these Terms, and the dispute cannot be settled through informal negotiations, the parties agree to resolve their dispute (referred to herein as “Claim(s)”) as follows:
18.1. Mediation. The parties agree to participate in mediation to settle their Claims in accordance with the rules and procedures found in Utah Code § 78B-10-101 et seq. (Utah Uniform Mediation Act and referred to as “UUMA”) and these Terms before a party can file a judicial action, whether in a court of law, an administrative body, government agency, or otherwise. If there are any conflicting provisions between UUMA and these Terms, the provisions in these Terms will govern.
18.2. Notice. Mediation must be conducted within sixty (60) days from a party receiving written notice of Claims from a complaining party. The notice must contain a detailed description of the nature of the Claims and the requested relief sought.
18.2.1. Mediator Selection and Mediator Fees. A neutral mediator will be selected as mutually agreed upon by the parties. The mediator’s fees and costs will be paid to the mediator at the end of mediation, with both parties equally sharing the mediation costs and paying their own legal fees and costs.
18.2.2. Location. Mediation will occur in Salt Lake City, Utah.
18.3. Judicial Action. If the parties are unable to resolve the Claim pursuant to the mandatory mediation referenced above (or if one of the parties refuses to participate in the mandatory mediation or fails to respond to a complaining party’s request for mediation), the parties may subsequently file a judicial action.
18.4. Disputes Not Subject to the Mediation Process. The following claims or actions are not subject to the mandatory mediation provisions of this Section 18:
18.4.1. A request for an order of injunctive relief and any related incidental damages; or
18.4.2. A request for an order to prevent the disclosure of or misuse of Confidential Information or trade secrets.
19. GENERAL
19.1. Assignment. These Terms will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign these Terms without the advance written consent of the other party, except that Podium may assign these Terms without consent to an affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign these Terms except as expressly authorized under this Section 19.1 will be null and void.
19.2. Independent Contractors. The parties to these Terms are independent contractors, and these Terms do not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
19.3. Non-Exclusivity. Nothing in these Terms is intended to create, nor will it be construed as creating, any exclusive arrangement between the parties to these Terms. These Terms will not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under these Terms by doing so, including without limitation, any confidentiality obligations. Additionally, Podium is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with Developer’s products or services, regardless of their similarity to Developer’s products or services, provided that Podium does violate its confidentiality obligations to do so.
19.4. Non-Solicitation; Noncompetition. During the Term and for a period of six months thereafter, Developer will not solicit any Client(s) or end user of Podium to cease doing business with Podium; provided, however, that this provision shall not limit the ability of Developer to continue servicing such end user(s) with respect to services performed by Developer during the Term. Additionally, during the Term and for a period of one year thereafter, Developer will not, directly or indirectly, (a) employ or solicit the employment or services of an employee or independent contractor of Podium; or (b) develop or offer for sale or license to any end user or other third-party tools or services that directly competes with or is substantially similar to any Podium products (including but not limited to the Services, the Marketplace, and the Podium Developer Platform) without the prior express written consent of Podium.
19.5. Subcontractors. Podium may use subcontractors and permit them to exercise the rights granted to Podium in order to provide the Podium Developer Platform, the Marketplace, and related services under these Terms. Unless Podium expressly states otherwise in writing, third-party providers are not “subcontractors” under these Terms, and Podium disclaims all responsibility and liability for the actions or omissions of any third-party providers.
19.6. Notices. Any notice or communication to Podium under these Terms must be in writing. You must send any notices under these Terms (including breach notices) to Podium Headquarters (and include “Attn. Legal Department” in the subject line) or by email to legal@podium.com. Podium may send notices to the e-mail addresses on your account or, at Podium’s option, to your last-known postal address. Podium may also provide operational notices regarding the Podium Developer Platform, the Marketplace, or other business-related notices through conspicuous posting of such notice on Podium’s Website or the Podium Developer Platform. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Podium is not responsible for any automatic filtering you or your network provider may apply to email notifications.
19.7. Amendments; Waivers. Podium may update or modify these Terms (including any referenced policies and other documents) from time to time by posting a revised version on the Website or the Podium Developer Platform or by notification via the email associated with your account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Podium Developer Platform. Modifications will become effective upon posting or notification, and continued use of the Podium Developer Platform or Website, following the update, will constitute acceptance of the updated Terms. If you do not agree to the updated Terms, you will no longer have the right to use the Podium Developer Platform or the Marketplace. No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms. No waiver of any provision of these Terms will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of these Terms will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
19.8. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under these Terms if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
19.9. Governing Law; Jurisdiction and Venue. These Terms are governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of these Terms will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.
19.10. Headings. The headings used in these Terms are for ease of reference only. They are not intended as a complete restatement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of these Terms, and not just the headings.
19.11. Attorneys’ Fees and Costs. The substantially prevailing party in any action to enforce these Terms will be entitled to recover its reasonable attorneys’ fees and costs for the action.
19.12. No Third-Party Rights. Nothing in these Terms confers on any third party the right to enforce any provision of these Terms. Severability. If any provision of these Terms is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these Terms may otherwise remain in effect, and all other provisions remain in full effect.
19.13. Counterparts; Electronic Transmission. These Terms may be executed in counterparts, each of which will constitute an original, and all of which will constitute one and the same instrument. A facsimile or other reproduction of these Terms may be executed by one or more parties hereto, and an executed copy of these Terms may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery will be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of these Terms as well as any facsimile or other reproduction hereof.
19.14. Entire Agreement. These Terms represent the parties’ complete and exclusive understanding relating to these Terms’ subject matter. These Terms supersedes\ all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Podium Developer Platform, the Marketplace, or any other subject matter covered by these Terms. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms. The Uniform Computer Information Transactions Act (UCITA) will not apply to these Terms regardless of when or where adopted. Any terms provided by you are for administrative purposes only, and have no legal effect.
Downstream BAA
Version
Effective August 17th 2022
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Table of Contents
DOWNSTREAM BUSINESS ASSOCIATE AGREEMENT BETWEEN
PODIUM AND SUBCONTRACTOR
This Downstream Business Associate Agreement (“Downstream BAA”) will be incorporated in the applicable Podium Developer Terms (the “Developer Terms”) for Developers in the Podium Developer Program (each a “Subcontractor”) that are business associates (as defined in HIPAA) or who process, store, or transfer Protected Health Information (“PHI”) (as defined in HIPAA) for use with certain products and services owned by Podium Corporation, Inc., a Delaware Corporation (“Podium”).
Background
Pursuant to the parties’ agreement in the Developer Terms, Subcontractor has agreed to perform certain services for or on behalf of Podium that may involve the creation, maintenance, use, transmission, or disclosure of protected health information on behalf of one or more of Podium’s Clients (each, a “Covered Entity” and collectively, “Covered Entities”) within the meaning of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act (“HITECH”), and their implementing regulations, 45 CFR Parts 160 and 164 (collectively the “HIPAA Rules”). Subcontractor is a subcontractor of Podium and is a Podium when Subcontractor requests, creates, receives, maintains, transmits, uses, or discloses (individually or collectively, “Processes”) PHI on behalf of Podium or one of Podium’s Clients (as defined in the Developer Terms). This Downstream BAA supplements the Developer Terms and is intended to and will be interpreted to satisfy the requirements for business associate agreements as set forth in the HIPAA Rules as they will be amended. Subcontractor understands and acknowledges that, as a business associate, Subcontractor is subject to certain HIPAA Rules, and that the violation of the HIPAA Rules carries significant administrative and criminal penalties as described in 45 CFR § 160.404 and 42 USC § 1320d-6.
In consideration of the mutual premises and covenants contained herein and in the Developer Terms and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subcontractor and Podium agree as follows:
1. GENERAL PROVISIONS
1.1. Defined Terms. Capitalized terms used in this Downstream BAA without definition have the respective meanings assigned to such terms by the Administrative Simplification section of HITECH and HIPAA.
1.2. Applicability. Subcontractor acknowledges that (a) Podium is a Business Associate of its Covered Entities, and (b) Subcontractor is a downstream Business Associate of Podium under the Developer Terms. This Downstream BAA relates to PHI that Subcontractor accesses or receives from Podium, a Covered Entity, or a third party on behalf of Podium in connection with this Downstream BAA.
1.3. HIPAA Amendments. The parties acknowledge and agree that HITECH and its implementing regulations impose requirements with respect to privacy, security, and breach notification applicable to Business Associates (collectively the “HITECH BA Provisions”). The HITECH BA Provisions and any other future amendments to HIPAA affecting business associate agreements are hereby incorporated by reference into this Downstream BAA as if set forth in this Downstream BAA in their entirety, effective on the later of the Effective Date or such subsequent date as may be specified by HIPAA.
1.4. Regulatory References. A reference in this Downstream BAA to a section in HIPAA means the section as it may be amended from time to time.
1.5. Relationship of the Parties. Subcontractor is and at all times during this Downstream BAA will be acting as an independent contractor to Podium, and not as Podium’s agent. Podium will not have authority to control the method or manner in which Subcontractor performs its services on behalf of Podium, provided that Subcontractor complies with the terms of this Downstream BAA and the HIPAA Rules. Subcontractor will not have authority to bind Podium to any liability unless expressly authorized by Podium in writing, and Podium will not be liable for the acts or omissions of Subcontractor. Subcontractor will not represent itself as the agent of Podium. Nothing in this Downstream BAA will be deemed to establish an agency, partnership, joint venture, or other relationship except that of independently contracting entities.
1.6. Rights to PHI. Subcontractor acknowledges and agrees that neither it nor any of its employees, agents, consultants, or assigns will have any rights in any of the PHI or to Process the PHI in any form, including stripped or aggregated information or statistical information derived from or in connection with the PHI, except as expressly permitted in the Developer Terms and this Downstream BAA.
2. OBLIGATIONS OF SUBCONTRACTOR
2.1. Subcontractor Responsibilities. Subcontractor must fully comply with all relevant laws relating to the privacy or security of PHI applicable to Subcontractor, including but not limited to the HIPAA Rules as applicable to subcontractors. Subcontractor may not use or disclose PHI except as permitted by this Downstream BAA or as otherwise required by law. Subcontractor may only Process PHI as permitted or required under the Developer Terms (including this Downstream BAA) or as Required by Law but must not otherwise use, disclose, or Process PHI. Subcontractor must use appropriate safeguards to prevent the use or disclosure of PHI other than as permitted by this Downstream BAA or each Covered Entity Downstream BAA. To the extent applicable to business associates, Subcontractor will comply with the requirements in 45 CFR Part 164, Subpart C, including the use of administrative, physical, and technical safeguards to protect electronic protected health information. Subcontractor may not Process PHI in any manner that would constitute a violation of HIPAA if so used or disclosed by Podium or any Covered Entity except as set forth in Sections 2.1(b) and (c) of this Downstream BAA. To the extent Subcontractor carries out any of Podium's or a Covered Entity’s obligations under the HIPAA Privacy Rule, Subcontractor must comply with the requirements of the HIPAA Privacy Rule that apply to Podium and Covered Entities in the performance of such obligations. To the extent Subcontractor is to carry out a Covered Entity’s obligations under 45 CFR Part 164, Subpart E (“HIPAA Privacy Rule”), Subcontractor must comply with the requirements of the HIPAA Privacy Rule that apply to a Covered Entity in the performance of such obligations. Except as otherwise stated in this Downstream BAA, Subcontractor may not use or disclose PHI in a manner that would violate the HIPAA Rules if done by a Covered Entity. Under no circumstances will Subcontractor sell the PHI in violation of the HIPAA Rules Without limiting the generality of the foregoing, Subcontractor is permitted to use or disclose PHI as set forth below:
(a) Subcontractor may use and disclose PHI to carry out Subcontractor's duties and obligations under the Developer Terms or under any agreement between Subcontractor and Podium or a Covered Entity;
(b) Subcontractor may use PHI internally for Subcontractor's proper management and administrative services or to carry out its legal responsibilities;
(c) To the extent required by the “minimum necessary” requirements of the HIPAA Rules, Subcontractor may only Process the minimum amount of PHI necessary to accomplish the purpose of the request, use, or disclosure. Subcontractor must comply with the minimum necessary guidance to be issued by the Secretary pursuant to HIPAA and, to the extent practicable, will not Process any Direct Identifiers (as defined in the limited data set standard of HIPAA).
(d) Subcontractor may disclose PHI to a third party for Subcontractor's proper management and administration, provided that the disclosure is required by law or Subcontractor enters into a written agreement with the third party under which the third party agrees to (1) protect the confidentiality, security, and privacy of the PHI, (2) only use or further disclose the PHI as required by law or for the purpose for which the PHI was disclosed to the third party, and (3) notify Subcontractor of any instances of which the third party is aware in which the confidentiality of the PHI has been breached; and
(e) Subcontractor agrees that none of the PHI it receives or its agents or subcontractors receive from Podium will be exported or stored (including temporary storage) outside of the United States.
2.2. Safeguards. Subcontractor must use appropriate safeguards to prevent the use or disclosure of PHI other than as provided for by this Downstream BAA. In addition, Subcontractor must implement Administrative Safeguards, Physical Safeguards, and Technical Safeguards that reasonably and appropriately protect the Confidentiality, Integrity, and Availability of Electronic Protected Health Information (“EPHI”) that it creates, receives, maintains, or transmits on behalf of Podium. Without limiting the foregoing, Subcontractor must comply with the HIPAA Security Rule and with all other applicable provisions of HIPAA with respect to EPHI.
2.3. Mitigation. Subcontractor must take reasonable steps to mitigate, to the extent practicable, any harmful effect (that is known to Subcontractor) of a use or disclosure of PHI by Subcontractor in violation of this Downstream BAA or HIPAA.
2.4. Subcontractors. Subcontractor may not subcontract any services that require it to disclose PHI that it has received from or created on behalf of Podium or any Covered Entities unless expressly authorized in the Developer Terms or this Downstream BAA. In the event Subcontractor is authorized to disclose such PHI, prior to any such permitted disclosure Subcontractor must enter into a written agreement meeting the requirements of 45 C.F.R. §§ 164.504(e) and 164.314(a)(2) with each Subcontractor (including, without limitation, a Subcontractor that is an agent under applicable law) that Processes PHI on behalf of Subcontractor. If Subcontractor is authorized to subcontract services, Subcontractor must ensure that any subcontractors that create, receive, maintain, or transmit protected health information on behalf of Subcontractor agree to the same restrictions, conditions, and requirements set forth in this Downstream BAA and the HIPAA Rules applicable to such subcontractors. Subcontractor may fulfill this requirement by executing a written agreement with the subcontractor incorporating the terms of this Downstream BAA and, to the extent necessary, otherwise complying with the requirements in 45 CFR §§ 164.308, 164.502, and 164.504. Subcontractor must ensure that the written agreement with each Subcontractor obligates the Subcontractor to comply with restrictions and conditions that are at least as restrictive as the restrictions and conditions that apply to Subcontractor under this Downstream BAA. In no event may Subcontractor, without Podium’s prior written approval, provide PHI to any employee or agent, including any Subcontractor, if such employee, agent, or Subcontractor receives, processes, or otherwise has access to the PHI outside of the United States.
2.5. Reporting Requirements. Subcontractor must immediately report to Podium any use or disclosure of PHI not permitted by this Downstream BAA or HIPAA of which Subcontractor becomes aware, including but not limited to (a) use or disclosure of PHI in violation of this Downstream BAA or HIPAA by Subcontractor or by a third party to which Subcontractor disclosed PHI, (b) breaches of unsecured PHI as required by 45 CFR § 164.410, and (c) security incidents as required by 45 CFR § 164.314. When Subcontractor reports a breach of Protected Health Information (whether secured or unsecured), the report must include the content required by 45 C.F.R. § 164.410 (collectively an “Unauthorized Use or Disclosure”). Subcontractor’s duty to report does not permit Subcontractor to notify those individuals whose PHI has been breached by Subcontractor without the express written permission of Podium to do so. All notifications to those individuals whose PHI has been breached must be made under the direction, review, and control of Podium. Subcontractor will not make any public disclosure, including to the media, of the foregoing without the approval of Podium, or in instances where Subcontractor is compelled by law or court order, without notifying Podium of such disclosure. The parties acknowledge that Subcontractor is periodically subject to attempted but unsuccessful attempts to access its information system (e.g., typical “pings” or port scans), but that such unsuccessful attempts are trivial, routine, and do not constitute a material threat to the security of PHI. The parties agree that further notice of such trivial but unsuccessful attempts will not be required unless expressly required by Podium.
2.6. Cooperation with Podium. Subcontractor will fully cooperate with Podium’s efforts to promptly investigate, mitigate, and notify third parties of breaches of unsecured protected health information or security incidents as required by the HIPAA Rules. Subcontractor will pay for or reimburse Podium for its expenses, costs, losses, payments, or damages resulting from any violation of the HIPAA Rules or breach of this Downstream BAA by Subcontractor or Subcontractor’s members, employees, agents, or subcontractors.
2.7. Access to Information. Within five (5) business days following Podium’s or a Covered Entity’s request, Subcontractor must make available to the related Covered Entity any PHI in Subcontractor’s control as necessary to enable the Covered Entity to satisfy its obligations to provide an individual with access to certain protected health information under 45 CFR § 164.524. If Subcontractor receives a request for access to PHI directly from an Individual, Subcontractor must forward such request to Podium within two (2) business days.
2.8. Availability of PHI for Amendment. Within ten (10) days following Podium’s or a Covered Entity’s request, make available to Podium any PHI for amendment and incorporate any amendments to PHI as necessary to enable the Covered Entity to satisfy its obligations under 45 CFR § 164.526. If Subcontractor receives a request for an amendment to PHI directly from an Individual, Subcontractor must forward such request to Podium within two (2) business days.
2.9. Accounting of Disclosures. Within five (5) business days of written notice by Podium to Subcontractor that Podium has received a request for an accounting of disclosures of PHI (other than disclosures to which an exception to the accounting requirement applies), Subcontractor must deliver to Podium such Information in Subcontractor's possession that is required for Podium to make the accounting required by 45 C.F.R. § 164.528. If Subcontractor receives a request for an accounting directly from an Individual, Subcontractor must forward such request to Podium within five (5) business days. Subcontractor will have no responsibility for providing an accounting to the Individual. Such accounting is limited to disclosures of PHI that were made in the six (6) years prior to the request and must be provided for as long as Subcontractor maintains the PHI.
2.10. Records; Availability of Books and Records. Subcontractor must maintain information concerning Subcontractor’s disclosures of PHI as required by 45 CFR § 164.528 and, within five (5) days following Podium’s or a Covered Entity’s request, make such information available to Podium and the Covered Entity as necessary to enable the Covered Entity to render an accounting of disclosures pursuant to 45 CFR § 164.528. In addition to any other such information, Subcontractor must document the following as to any impermissible disclosure: (i) the date of the disclosure; (ii) the name and address of the person or entity to whom the disclosure was made; (iii) a brief description of the protected health information disclosed; and (iv) a brief statement of the purpose of the disclosure. Subcontractor must promptly remedy any violation of any term of this Downstream BAA and must certify the same to Podium in writing. Subcontractor must make Subcontractor’s internal practices, books, and records relating to the use and disclosure of PHI received from or created or received by Subcontractor on behalf of Podium or a Covered Entity, available to the Secretary for purposes of determining a Covered Entity’s or Podium’s compliance with HIPAA. In addition, if and to the extent requested by Podium or a Covered Entity, Subcontractor must provide to Podium and the Covered Entity such proof of Subcontractor’s compliance with the requirements of this Downstream BAA as Podium or the Covered Entity will reasonably require.
2.11. Indemnification. Subcontractor agrees to indemnify, reimburse, defend, and hold harmless Podium for any costs, expenses, damages, fees, fines, settlements, judgments (including costs and attorney’s fees), and other losses incurred as a result of a breach of this Downstream BAA, Unauthorized Use or Disclosure, Security Incident, or any acts or omissions of Subcontractor or Subcontractor’s officers, members, employees, agents, or subcontractors arising out of the use and disclosure PHI or violation of the HIPAA Rules, or as a result of any negligence or willful misconduct by Subcontractor its agents or subcontractors, including, without limitation: fines or settlement amounts owed to a state or federal government agency; the cost of any notifications to Individuals or government agencies; credit monitoring for affected Individuals; or other mitigation steps taken by Podium to comply with HIPAA or state law.
3. ADDITIONAL RESTRICTIONS AND LIMITATIONS
3.1. Permissions. Podium will notify Subcontractor of any changes in, or revocation of any permission by an Individual to use or disclose the Individual's PHI, to the extent that any such change or revocation affects Subcontractor's use or disclosure of PHI. Subcontractor must comply with any such change or revocation.
3.2. Restrictions & Confidential Communications. Podium will notify Subcontractor of any request for a restriction on the use or disclosure of PHI or confidential communication to which Podium has agreed in accordance with 45 C.F.R. § 164.522, to the extent that such agreed-upon restriction or confidential communication request may affect Subcontractor's use or disclosure of PHI. Subcontractor must comply with any such agreed-upon restriction or confidential communication request.
3.3. Covered Entities' Notices of Privacy Practices. Podium will notify Subcontractor of any limitation in a Covered Entity’s notice of privacy practices that limits Subcontractor's use or disclosure of PHI under this Downstream BAA Subcontractor must comply with such limitations.
4. TERMINATION OF THIS AGREEMENT
4.1. Agreement Term. The term of this Downstream BAA will commence on the Effective Date of the Developer Terms and will continue in full force and effect (and survive the expiration or earlier termination of this Downstream BAA) for so long as Subcontractor maintains any PHI.
4.2. Termination. Podium may terminate this Downstream BAA upon ten (10) days prior notice if Podium determines that Subcontractor or any Subcontractor’s subcontractor has violated the HIPAA Rules, a material term of this Downstream BAA, or otherwise engaged in conduct that may compromise the protected health information. Subcontractor will have the opportunity to cure the breach or violation within the 10-day notice period. If Subcontractor fails to cure the breach or violation within the 10-day notice period, Podium may declare this Downstream BAA and the Developer Terms terminated. Notwithstanding the foregoing, Podium may terminate this Downstream BAA immediately if Subcontractor or any subcontractor engages in any conduct that Podium reasonably believes may result in adverse action against Podium by any governmental agency or third party. Podium may terminate this Downstream BAA without cause upon thirty (30) days prior written notice to Subcontractor. This Downstream BAA will automatically terminate if the Developer Terms are terminated. Notwithstanding anything in the Developer Terms to the contrary, Podium will have the right to terminate the Developer Terms immediately, without penalty or liability, if Podium determines that Subcontractor’s creation, maintenance, use, transmission, or disclosure of protected health information is a material purpose of the Developer Terms and this Downstream BAA is terminated for any reason.
4.3. Obligations of Subcontractor upon Termination. Upon earlier termination of the Developer Terms or of this Downstream BAA, Subcontractor agrees to return or destroy all PHI pursuant to 45 C.F.R. § 164.504(e) (2) (ii)(J), if it is feasible to do so. If it is not feasible for the Subcontractor to return or destroy said PHI, the Subcontractor will notify Podium in writing. This notification must include: (i) a statement that the Subcontractor has determined that it is not feasible to return or destroy the PHI in its possession, and (ii) the specific reasons for such determination. Subcontractor agrees to extend all protections, limitations, and restrictions contained in this Downstream BAA to Podium’s use and/or disclosure of any PHI retained after the termination of this Downstream BAA, and to limit any further uses and/or disclosures to the purposes that make the return or destruction of the PHI infeasible. Upon request by Podium, Subcontractor will provide proof of compliance with this Section 4.3 to Podium in the form of an affidavit or other manner reasonably requested by Podium. Subcontractor’s obligations under Section 2 will survive termination of this Downstream BAA.
5. MISCELLANEOUS
5.1. Regulatory References. A reference in this Downstream BAA to a section in the HIPAA Rules means the section as in effect or as amended.
5.2. Amendments; Waiver. This Downstream BAA may not be modified, nor may any provision hereof be waived or amended, except in a writing duly signed by authorized representatives of the Parties. A waiver with respect to one event may not be construed as continuing, or as a bar to or waiver of any right or remedy as to subsequent events. The Parties agree to take such action as is necessary to amend this Downstream BAA from time to time as is necessary for compliance with the requirements of the HIPAA and any other applicable law.
5.3. Notices. Any notices to be given hereunder to a Party must be made via U.S. Mail or express courier to such Party’s address given below:
If to Podium, to:
If to Subcontractor, to:
Podium Corporation, Inc.
1650 W. Digital Drive
Lehi, UT 84043
Attn: Legal Dept.
legal@podium.com
The email address used by Subcontractor to register for the Podium Developer Program.
5.4. Interpretation. Any ambiguity in this Downstream BAA will be interpreted to permit compliance with HIPAA.
5.5. No Third-Party Beneficiaries. Nothing express or implied in this Downstream BAA is intended to confer, nor may anything herein confer, upon any person other than the Parties and the respective successors or assigns of the parties, any rights, remedies, obligations, or liabilities whatsoever.
5.6. Governing Law. This Downstream BAA will be construed to comply with the requirements of the HIPAA Rules, and any ambiguity in this Downstream BAA will be interpreted to permit compliance with the HIPAA Rules. All other aspects of this Downstream BAA will be governed under the laws of Utah. Unless otherwise specified in the Developer Terms, any action arising out of the breach or violation of his Downstream BAA will be pursued in the Relevant Jurisdiction, or the federal district court covering such county.
5.7. Assignment/Subcontracting. This Downstream BAA will inure to the benefit of and be binding upon the parties and their respective legal representatives, successors, and assigns. Subcontractor may assign or subcontract rights or obligations under this Downstream BAA to subcontractors or third parties without the express written consent of Podium provided that Subcontractor complies with Section 1.5. Podium may assign its rights and obligations under this Downstream BAA to any successor or affiliated entity.
5.8. Cooperation. The parties agree to cooperate with each other’s efforts to comply with the requirements of the HIPAA Rules and other applicable laws; to assist each other in responding to and mitigating the effects of any breach of protected health information in violation of the HIPAA Rules or this Downstream BAA; and to assist the other party in responding to any investigation, complaint, or action by any government agency or third party relating to the performance of this Downstream BAA. In addition to any other cooperation reasonably requested by Podium, Subcontractor will make its officers, members, employees, agents, and subcontractors available without charge for interview or testimony.
5.9. Insurance. Unless waived in writing by Podium, Subcontractor will procure and maintain in effect during the term of this Downstream BAA: (1) general liability insurance coverage with minimum limits of $3 million per occurrence and $3 million aggregate; and (2) professional liability or errors and omissions insurance coverage within minimum limits of $3 million per occurrence and $3 million in aggregate, insuring against breaches of this Downstream BAA; (3) workers’ compensation insurance coverage as required by law and employers liability in an amount not less than $1 million, and (4) automobile liability insurance in the amount of $1,000,000, if applicable. Upon request, Subcontractor will provide evidence of continuous coverage to Podium and no coverage required within this Section 5.9 will be voided or canceled without prior notice to Podium. Podium, its subsidiaries and affiliates, and its employees, trustees, directors, officers, subcontractors, agents, or other members of its workforce will be added as additional insureds on the liability policies required herein on a primary, non-contributory basis. If this agreement is supplemental documentation to a professional services or vendor agreement, then the greater of the insurance types and coverage requirements will take precedence to this clause. Upon Podium’s request, Subcontractor will provide proof of such insurance to Podium.
5.10. Relation to Developer Terms. This Downstream BAA supplements the Developer Terms. The terms and conditions of the Developer Terms will continue to apply to the extent not inconsistent with this Downstream BAA. If there is a conflict between this Downstream BAA and the Developer Terms, this Downstream BAA will control. Notwithstanding any limitation on liability or other term in the Developer Terms to the contrary, Subcontractor’s obligations pursuant to Sections 2(e) and 11 will apply in the event of any violation of the HIPAA Rules or breach of this Downstream BAA by Subcontractor or its members, employees, agents, or subcontractors.
5.11. Entire Agreement. This Downstream BAA contains the entire agreement between the parties as it relates to the use or disclosure of PHI and supersedes all prior discussions, negotiations, and services relating to the same to the extent such other prior communications are inconsistent with this Downstream BAA.
5.12. Servability. In case any provision in this Downstream BAA shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.
5.13. Survival. The terms in this Downstream BAA that must survive termination of this Downstream BAA to give them full effect will survive termination of this Downstream BAA, including but not limited to Sections 2, 3, 4.3, 5.6, 5.8, 5.9, and 5.10.
Developer Security & SLA Requirements
Version
Effective February 13th 2024
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Table of Contents
Developer Security and SLA Requirements
(Podium Marketplace and Developer Program)
The following are security and service level requirements for listing an App on the Marketplace. Your App must comply with the requirements listed below. Any capitalized terms not defined herein have the meaning set forth in the Podium Developer Terms (currently available at https://partner-terms.podium.com/#developer-terms).
You will allow Podium to conduct system vulnerability scans on the provided systems or endpoints on an on-going basis to ensure maximum security and adherence to these requirements.
Your App must not collect Podium Clients’ user credentials.
To the best of your ability, you must follow security best practices and hardening techniques for all aspects of your business.
Your App must authenticate and authorize all requests.
Your App must be protected against common web security vulnerabilities.
If your App stores its own credentials, then it must only store salted password hashes, not plaintext passwords, as described on the Open Web application Security Project website.
Your App must always be served over HTTPS using a valid TLS certificate (version 1.3) with an expiration date of at least 1 year from the App submission date.
HSTS must be enabled with a minimum age of at least one year.
You must provide a Vulnerability Disclosure Policy (VDP) for security researchers to be able to submit findings regarding your App.
All OS, web-server, and app-server security patches must be up to date, and new patches must be applied in a commercially reasonable timeframe after they are made available by the hardware and software vendors.
You must provide the IP address(es) from which your App operates and from which Podium API calls are made.
You must submit a Security Self-Assessment.
Your App must generate secure tokens, including expirations and search indexing protections, where applicable.
Your App must not expose network services unnecessarily.
Your App must not expose its shared secret. If your secret is inadvertently exposed, then you must rotate the secret immediately. They should never be logged, stored in client-side code and public repositories, or made accessible to end-users.
Request only the OAuth scopes needed for the documented use of the App.
You must own the domain name that you use for your App, your App’s privacy policy, support, and landing page URLs, or get the appropriate permission from the domain name owner.
Your App must protect against iFrames using frame-ancestor Content-Security Policy directives (if applicable).
Caching is disabled on all SSL pages and all pages that contain sensitive data by using value no-cache and no-store instead of private in the Cache-Control header.
Your App web server must be configured to disable the TRACE and other HTTP methods if not being used.
You must include a link to a privacy policy in your App listing to communicate how your App uses data, and to help build trust with businesses using Podium.
Your App must not provide third-parties with access to a Client’s Podium data, via external API calls or any other means.
Your App must not export, save, or store End-User Data for any purpose other than the functional use of your App.
If your App is used by organizations based in Europe, or organizations with customers based in Europe, then it's your responsibility to make sure that your App is GDPR compliant.
Your App must subscribe to mandatory webhooks so that you can receive any data deletion requests that are issued by organizations. If applicable, your App must subscribe to mandatory GDPR webhooks.
If your App handles a significant amount of End-User Data, then it must have a system in place to manage that data properly, including secure storage and the ability to erase data at the user's request as per the data rights of individuals.
You will guarantee 99.9% uptime for your App. If your App has downtime that falls short of the 99.9% uptime guarantee for any 30-day period, Podium may revoke your access to the Marketplace and remove or disable your App. This uptime guarantee does not apply to planned maintenance, so long as such maintenance is communicated to the Podium Clients.
Effective August 17th 2022 to February 13th 2024
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Table of Contents
Developer Security and SLA Requirements
(Podium Marketplace and Developer Program)
The following are security and service level requirements for listing an App on the Marketplace. Your App must comply with the requirements listed below. Any capitalized terms not defined herein have the meaning set forth in the Podium Developer Terms (currently available at https://partner-terms.podium.com/#developer-terms).
You will allow Podium to conduct system vulnerability scans on the provided systems or endpoints on an on-going basis to ensure maximum security and adherence to these requirements.
Your App must not collect Podium Clients’ user credentials.
To the best of your ability, you must follow security best practices and hardening techniques for all aspects of your business.
Your App must authenticate and authorize all requests.
Your App must be protected against common web security vulnerabilities.
If your App stores its own credentials, then it must only store salted password hashes, not plaintext passwords, as described on the Open Web application Security Project website.
Your App must always be served over HTTPS using a valid TLS certificate (version 1.3) with an expiration date of at least 1 year from the App submission date.
HSTS must be enabled with a minimum age of at least one year.
You must provide a Vulnerability Disclosure Policy (VDP) for security researchers to be able to submit findings regarding your App.
All OS, web-server, and app-server security patches must be up to date, and new patches must be applied in a commercially reasonable timeframe after they are made available by the hardware and software vendors.
You must provide the IP address(es) from which your App operates and from which Podium API calls are made.
You must submit a Security Self-Assessment.
Your App must generate secure tokens, including expirations and search indexing protections, where applicable.
Your App must not expose network services unnecessarily.
Your App must not expose its shared secret. If your secret is inadvertently exposed, then you must rotate the secret immediately. They should never be logged, stored in client-side code and public repositories, or made accessible to end-users.
Request only the OAuth scopes needed for the documented use of the App.
You must own the domain name that you use for your App, your App’s privacy policy, support, and landing page URLs, or get the appropriate permission from the domain name owner.
Your App must protect against iFrames using frame-ancestor Content-Security Policy directives (if applicable).
Caching is disabled on all SSL pages and all pages that contain sensitive data by using value no-cache and no-store instead of private in the Cache-Control header.
Your App web server must be configured to disable the TRACE and other HTTP methods if not being used.
You must include a link to a privacy policy in your App listing to communicate how your App uses data, and to help build trust with businesses using Podium.
Your App must not provide third-parties with access to a Client’s Podium data, via external API calls or any other means.
Your App must not export, save, or store End-User Data for any purpose other than the functional use of your App.
If your App is used by organizations based in Europe, or organizations with customers based in Europe, then it's your responsibility to make sure that your App is GDPR compliant.
Your App must subscribe to mandatory webhooks so that you can receive any data deletion requests that are issued by organizations. If applicable, your App must subscribe to mandatory GDPR webhooks.
If your App handles a significant amount of End-User Data, then it must have a system in place to manage that data properly, including secure storage and the ability to erase data at the user's request as per the data rights of individuals.
Your will guarantee 99.9% uptime for your App. If your App has downtime that falls short of the 99.9% uptime guarantee for any 30-day period, Podium may revoke your access to the Marketplace and remove or disable your App. This uptime guarantee does not apply to planned maintenance, so long as such maintenance is communicated to the Podium Clients.
Preferred Vendor General Terms
Version
Effective May 28th 2026
Download
Summary of changes
Added Partner.io term references.
Table of Contents
PODIUM PREFERRED VENDOR GENERAL TERMS
These terms and conditions, together with Partner’s applicable Preferred Vendor Agreement, are an agreement between you (“Partner” or “you”) and Podium Corporation, Inc. (“Podium,” “we,” or “us”). By clicking to accept these terms or by signing or clicking to accept any agreement referencing these Terms, you agree to all the applicable terms and conditions of these Podium Preferred Vendor General Terms (“Terms”) and Partner’s Applicable Preferred Vendor Agreement (together with the “Terms,” this Agreement”). These Terms govern Partner’s relationship with Podium as a Preferred Vendor and do not govern Partner’s participation in any referral program operated through the Partner.io platform, which is governed by separate terms (the “Partner.io Terms”).
By accepting these Terms, you represent and warrant that you have the legal power and authority to enter into this Agreement. If Partner is an entity, you represent and warrant that this Agreement is entered into by an employee or agent with all necessary authority to bind that entity to this Agreement.
We may periodically update these Terms. If we update or replace these Terms we will notify you in accordance with Section 11 below. If you have entered into another agreement with Podium concerning your role as a Podium partner, including any Partner.io Terms, the terms of that agreement control in the event of any conflict with these Terms with respect to the subject matter of that agreement. Capitalized terms used in herein without a definition have the same meaning as the defined term in the applicable Preferred Vendor Agreement.
1. DATA & OWNERSHIP.
The Parties agree that each Party shall retain all right, title, and interest worldwide in its inventions and all applicable intellectual property rights, as of the Effective Date or discovered, conceived, or reduced to practice by such Party during the Term. The Parties further agree that data transmitted under this Agreement (including, but not limited to, reports, structured data, and visual representations of data), together with all intellectual property rights in such data (“Data”), shall be owned as follows: (i) Data transferred by Partner to Podium (excluding any Data provided to Podium to which Partner would not otherwise have any ownership rights) shall be owned by Partner; (ii) Data stored in Podium’s platform shall be owned by Podium (excluding any Data provided by Partner to which Podium would not otherwise have any ownership rights).
2. PODIUM NAME AND TRADEMARK USAGE
2.1. Use of Company Names. Podium may identify Partner in Podium advertising and marketing materials as a Podium partner. Partner may identify Podium as the supplier of the Podium Services in Partner’s advertising and marketing materials as approved in writing in advance by Podium, which approval will not be unreasonably withheld.
2.2. Use of Podium Trademarks. Subject to the provisions of this Agreement, during the Term, Partner will have the right to advertise Podium Services with Podium trademarks, trade names, service marks, and logos of Podium (“Podium Trademarks”), subject to Podium’s prior inspection and written approval of all materials bearing Podium Trademarks. Partner will fully comply with all guidelines, if any, communicated by Podium concerning the use of Podium Trademarks. Partner will not alter or remove any Podium Trademarks contained on or within the Podium Products. Additionally, Partner will not: (a) use the Podium Trademarks or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media, or domain name (including without limitation top-level domains, sub-domains and page URLs), products, or services (including without limitation, in the name or design of any Application or Theme), unless granted express written permission by Podium in advance of each use; or (b) purchase or register search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, or domain names that use the Podium Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Podium Trademarks.
2.3. Rights in Podium Trademarks. Except as expressly set forth in this Agreement, nothing contained herein will grant or will be deemed to grant to Partner any right, title, or interest in or to Podium Trademarks. All uses of Podium Trademarks and related goodwill will inure solely to Podium. Partner will obtain no rights or goodwill with respect to any Podium Trademarks, other than as expressly set forth in this Agreement, and Partner irrevocably assigns to Podium all such right, title, interest, and goodwill, if any, in any Podium Trademarks. At no time during or after the Term of this Agreement will Partner challenge or assist others to challenge any Podium Trademarks (except to the extent expressly required by applicable law) or the registration thereof or attempt to register any Podium Trademarks or marks or trade names that are confusingly similar to those of Podium.
2.4. Feedback. If Partner elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium with respect to Podium’s business operations or Services (collectively, "Feedback"), Partner hereby grants Podium a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any such Feedback in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
3. CONFIDENTIALITY.
3.1. Confidential Information. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed. This includes any information relating to or shared by Podium as part of any data integration.
3.2. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each Party (as the receiving Party) must: (a) hold in confidence and not disclose the other Party’s Confidential Information to third parties; and (b) use the other Party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each Party may share the other Party’s Confidential Information with its employees, agents, contractors or subcontractors having a legitimate need to know provided that such Party remains responsible for any recipient’s compliance with the terms of this Section and these recipients are bound to confidentiality obligations no less protective than this Section.
3.3. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving Party; (b) was known by the receiving Party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving Party from a third Party without breach of any confidentiality obligation; or (d) is independently developed by the receiving Party without using the disclosing Party’s Confidential Information. A Party may also disclose the other Party’s Confidential Information to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other Party to obtain confidential treatment for the information.
3.4. Remedies. The Parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section each Party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
4. INDEMNIFICATION.
4.1. Partner Obligations. Partner will indemnify, defend and hold Podium harmless from and against any third-party claims and related costs, damages, liabilities and expenses (including reasonable attorney’s fees) arising from or pertaining to (i) a breach or alleged breach of Partner’s obligations under this Agreement, (ii) any claim of a governmental entity or other party that Partner has violated any law, rule, or regulation, or (iii) Podium’s use, as contemplated in this Agreement, of any Member information provided to Podium by Partner. Partner also agrees to defend Podium against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing and the Parties will reasonably cooperate on any defense. Partner must not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts or take or refrain from taking any action.
4.2. Podium Obligations. Podium will indemnify, defend and hold Partner harmless from and against any third-party claims and related out-of-pocket costs, damages, liabilities and out-of-pocket expenses arising from or pertaining to (a) a breach or alleged breach of Podium’s obligations under this Agreement, (b) any claim of a governmental entity or other party that Podium has violated any law, rule, or regulation, and (c) Podium’s gross negligence or willful misconduct in performing its obligations under this Agreement. Podium also agrees to defend Partner against these claims at Partner’s request, but Partner may participate in any claim through counsel of its own choosing and the Parties will reasonably cooperate on any defense. Podium must not settle any claim without Partner’s prior written consent if the settlement does not fully release Partner from liability or would require Partner to admit fault, pay any amounts or take or refrain from taking any action.
5. LIMITATION ON LIABILITY.
IN NO EVENT WILL PODIUM, ITS SHAREHOLDERS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL PODIUM’S TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT AND USE OF THE SERVICES AND PRODUCTS (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED IN AGGREGATE THE TOTAL AMOUNT PAID OR PAYABLE BY ENROLLED MEMBERS TO PODIUM IN RELATION TO THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO LIABILITY. THE PARTIES AGREE THAT THIS SECTION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE SERVICES CAN BE MADE AVAILABLE FOR FREE OR AT REDUCED PRICES, ONLY BECAUSE OF PODIUM’S RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. SOME STATES LIMIT THE APPLICABILITY OF SUCH LIMITATIONS AND DISCLAIMERS. IN THOSE STATES, THE LIMITATIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT ALLOWED BY LAW.
6. NOTICES.
Any notice or communication to Podium under this Agreement must be in writing. Partner must send any notices under this Agreement (including breach notices) to Podium at 1650 W. Digital Dr., Lehi, UT 84043 and include "Attn. Legal Department" in the subject line. Podium may send notices to the e-mail addresses listed on Partner’s Preferred Vendor Agreement or, at Podium’s option, to Partner’s last-known postal address.
7. NON-EXCLUSIVITY.
The engagement contemplated under this Agreement between Partner and Podium will be on a non-exclusive basis, and nothing will prevent either Party from entering into other or similar agreements with other persons or entities.
8. PUBLICITY.
Unless otherwise specified herein, Podium may use Partner’s name, logo and marks to identify Partner as a Podium partner and/or client on Podium’s Website and other marketing materials.
9. INDEPENDENT CONTRACTORS.
Although the term “partner” is used throughout the Agreement, the relationship of the parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement should be construed to give either party the power to: (a) act as an agent; or (b) direct or control the day-to-day activities of the other. Financial and other obligations associated with each party’s business are the sole responsibility of that party. Neither Party is authorized to bind the other Party to any liability or obligation or to represent that such Party has any authority.
10. FORCE MAJEURE.
Neither Party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
11. AMENDMENTS; WAIVERS.
Podium may update or modify these Terms (including referenced policies and other documents) from time to time by posting a revised version on the Website or by notification via the email associated with your Podium Partner account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Renewal Term. Immaterial modifications will become effective upon posting or notification. Except as otherwise set forth in this Agreement, any modification or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each Party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any provision of the Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party
12. Assignability.
Partner may not assign its rights, duties, or obligations under this Agreement without Podium’s prior written consent, except in connection with a merger, acquisition, or sale or exclusive license of all or substantially all of Partner’s assets to a party that could not reasonably be deemed a competitor of Podium. If consent is given, this Agreement will bind Partner’s successors and assigns. Any attempt by Partner to transfer its rights, duties, or obligations under this Agreement except as expressly provided in this Agreement is void.
13. SEVERABILITY; BINDING EFFECT.
If any provision of the Terms shall be invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of the terms shall not be impaired. The Terms shall be binding on and inure to the benefit of the Parties and their heirs, personal representatives, successors, and assigns.
14. NO THIRD-PARTY BENEFICIARIES.
Nothing in the Terms, express or implied, is intended to confer on any person, other than the Parties to the Terms, any right or remedy of any nature whatsoever.
15. ENTIRE AGREEMENT.
This Agreement represents the Parties’ complete and exclusive understanding relating to the Agreement’s subject matter as a Preferred Vendor. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to Partner’s Preferred Vendor relationship with Podium. For clarity, this Agreement does not supersede or replace any Partner.io Referral Partnership Terms, Podium Partner Program Terms, or other agreements between the Parties governing a separate partner relationship.
16. COUNTERPARTS; ELECTRONIC TRANSMISSION.
This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which shall constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by one or more Parties hereto, and an executed copy of this Agreement may be delivered by one or more Parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such Party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any Party hereto, all Parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.
17. GOVERNING LAW; JURISDICTION AND VENUE.
This Agreement is governed by the laws of Utah, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement shall be Utah, and both Parties submit to the personal jurisdiction of these courts.
Effective December 21st 2022 to May 28th 2026
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Table of Contents
PODIUM PREFERRED VENDOR GENERAL TERMS
These terms and conditions, together with Partner’s applicable Preferred Vendor Agreement, are an agreement between you (“Partner” or “you”) and Podium Corporation, Inc. (“Podium,” “we,” or “us”). By clicking to accept these terms or by signing or clicking to accept any agreement referencing these Terms, you agree to all the applicable terms and conditions of these Podium Preferred Vendor General Terms (“Terms”) and Partner’s Applicable Preferred Vendor Agreement (together with the “Terms,” this Agreement”).
By accepting these Terms, you represent and warrant that you have the legal power and authority to enter into this Agreement. If Partner is an entity, you represent and warrant that this Agreement is entered into by an employee or agent with all necessary authority to bind that entity to this Agreement.
We may periodically update these Terms. If we update or replace these Terms we will notify you in accordance with Section 11 below. If you have entered into another agreement with Podium concerning your role as a Podium partner, the terms of that agreement control in the event of any conflict with these Terms. Capitalized terms used in herein without a definition have the same meaning as the defined term in the applicable Preferred Vendor Agreement.
1. DATA & OWNERSHIP.
The Parties agree that each Party shall retain all right, title, and interest worldwide in its inventions and all applicable intellectual property rights, as of the Effective Date or discovered, conceived, or reduced to practice by such Party during the Term. The Parties further agree that data transmitted under this Agreement (including, but not limited to, reports, structured data, and visual representations of data), together with all intellectual property rights in such data (“Data”), shall be owned as follows: (i) Data transferred by Partner to Podium (excluding any Data provided to Podium to which Partner would not otherwise have any ownership rights) shall be owned by Partner; (ii) Data stored in Podium’s platform shall be owned by Podium (excluding any Data provided by Partner to which Podium would not otherwise have any ownership rights).
2. PODIUM NAME AND TRADEMARK USAGE
2.1. Use of Company Names. Podium may identify Partner in Podium advertising and marketing materials as a Podium partner. Partner may identify Podium as the supplier of the Podium Services in Partner’s advertising and marketing materials as approved in writing in advance by Podium, which approval will not be unreasonably withheld.
2.2. Use of Podium Trademarks. Subject to the provisions of this Agreement, during the Term, Partner will have the right to advertise Podium Services with Podium trademarks, trade names, service marks, and logos of Podium (“Podium Trademarks”), subject to Podium’s prior inspection and written approval of all materials bearing Podium Trademarks. Partner will fully comply with all guidelines, if any, communicated by Podium concerning the use of Podium Trademarks. Partner will not alter or remove any Podium Trademarks contained on or within the Podium Products. Additionally, Partner will not: (a) use the Podium Trademarks or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media, or domain name (including without limitation top-level domains, sub-domains and page URLs), products, or services (including without limitation, in the name or design of any Application or Theme), unless granted express written permission by Podium in advance of each use; or (b) purchase or register search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, or domain names that use the Podium Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Podium Trademarks.
2.3. Rights in Podium Trademarks. Except as expressly set forth in this Agreement, nothing contained herein will grant or will be deemed to grant to Partner any right, title, or interest in or to Podium Trademarks. All uses of Podium Trademarks and related goodwill will inure solely to Podium. Partner will obtain no rights or goodwill with respect to any Podium Trademarks, other than as expressly set forth in this Agreement, and Partner irrevocably assigns to Podium all such right, title, interest, and goodwill, if any, in any Podium Trademarks. At no time during or after the Term of this Agreement will Partner challenge or assist others to challenge any Podium Trademarks (except to the extent expressly required by applicable law) or the registration thereof or attempt to register any Podium Trademarks or marks or trade names that are confusingly similar to those of Podium.
2.4. Feedback. If Partner elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Podium with respect to Podium’s business operations or Services (collectively, "Feedback"), Partner hereby grants Podium a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any such Feedback in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Podium’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
3. CONFIDENTIALITY.
3.1. Confidential Information. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed. This includes any information relating to or shared by Podium as part of any data integration.
3.2. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each Party (as the receiving Party) must: (a) hold in confidence and not disclose the other Party’s Confidential Information to third parties; and (b) use the other Party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each Party may share the other Party’s Confidential Information with its employees, agents, contractors or subcontractors having a legitimate need to know provided that such Party remains responsible for any recipient’s compliance with the terms of this Section and these recipients are bound to confidentiality obligations no less protective than this Section.
3.3. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving Party; (b) was known by the receiving Party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving Party from a third Party without breach of any confidentiality obligation; or (d) is independently developed by the receiving Party without using the disclosing Party’s Confidential Information. A Party may also disclose the other Party’s Confidential Information to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other Party to obtain confidential treatment for the information.
3.4. Remedies. The Parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section each Party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
4. INDEMNIFICATION.
4.1. Partner Obligations. Partner will indemnify, defend and hold Podium harmless from and against any third-party claims and related costs, damages, liabilities and expenses (including reasonable attorney’s fees) arising from or pertaining to (i) a breach or alleged breach of Partner’s obligations under this Agreement, (ii) any claim of a governmental entity or other party that Partner has violated any law, rule, or regulation, or (iii) Podium’s use, as contemplated in this Agreement, of any Member information provided to Podium by Partner. Partner also agrees to defend Podium against these claims at Podium’s request, but Podium may participate in any claim through counsel of its own choosing and the Parties will reasonably cooperate on any defense. Partner must not settle any claim without Podium’s prior written consent if the settlement does not fully release Podium from liability or would require Podium to admit fault, pay any amounts or take or refrain from taking any action.
4.2. Podium Obligations. Podium will indemnify, defend and hold Partner harmless from and against any third-party claims and related out-of-pocket costs, damages, liabilities and out-of-pocket expenses arising from or pertaining to (a) a breach or alleged breach of Podium’s obligations under this Agreement, (b) any claim of a governmental entity or other party that Podium has violated any law, rule, or regulation, and (c) Podium’s gross negligence or willful misconduct in performing its obligations under this Agreement. Podium also agrees to defend Partner against these claims at Partner’s request, but Partner may participate in any claim through counsel of its own choosing and the Parties will reasonably cooperate on any defense. Podium must not settle any claim without Partner’s prior written consent if the settlement does not fully release Partner from liability or would require Partner to admit fault, pay any amounts or take or refrain from taking any action.
5. LIMITATION ON LIABILITY.
IN NO EVENT WILL PODIUM, ITS SHAREHOLDERS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL PODIUM’S TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT AND USE OF THE SERVICES AND PRODUCTS (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED IN AGGREGATE THE TOTAL AMOUNT PAID OR PAYABLE BY ENROLLED MEMBERS TO PODIUM IN RELATION TO THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO LIABILITY. THE PARTIES AGREE THAT THIS SECTION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE SERVICES CAN BE MADE AVAILABLE FOR FREE OR AT REDUCED PRICES, ONLY BECAUSE OF PODIUM’S RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. SOME STATES LIMIT THE APPLICABILITY OF SUCH LIMITATIONS AND DISCLAIMERS. IN THOSE STATES, THE LIMITATIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT ALLOWED BY LAW.
6. NOTICES.
Any notice or communication to Podium under this Agreement must be in writing. Client must send any notices under this Agreement (including breach notices) to Podium Headquarters and include "Attn. Legal Department" in the subject line. Podium may send notices to the e-mail addresses listed on Partner’s Preferred Vendor Agreement or, at Podium’s option, to Partner’s last-known postal address.
7. NON-EXCLUSIVITY.
The engagement contemplated under this Agreement between Partner and Podium will be on a non-exclusive basis, and nothing will prevent either Party from entering into other or similar agreements with other persons or entities.
8. PUBLICITY.
Unless otherwise specified herein, Podium may use Partner’s name, logo and marks to identify Partner as a Podium partner and/or client on Podium’s Website and other marketing materials.
9. INDEPENDENT CONTRACTORS.
Although the term “partner” is used throughout the Agreement, the relationship of the parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement should be construed to give either party the power to: (a) act as an agent; or (b) direct or control the day-to-day activities of the other. Financial and other obligations associated with each party’s business are the sole responsibility of that party. Neither Party is authorized to bind the other Party to any liability or obligation or to represent that such Party has any authority.
10. FORCE MAJEURE.
Neither Party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
11. AMENDMENTS; WAIVERS.
Podium may update or modify these Terms (including referenced policies and other documents) from time to time by posting a revised version on the Website or by notification via the email associated with your Podium Partner account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Renewal Term. Immaterial modifications will become effective upon posting or notification. Except as otherwise set forth in this Agreement, any modification or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each Party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any provision of the Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party
12. Assignability.
Partner may not assign its rights, duties, or obligations under this Agreement without Podium’s prior written consent, except in connection with a merger, acquisition, or sale or exclusive license of all or substantially all of Partner’s assets to a party that could not reasonably be deemed a competitor of Podium. If consent is given, this Agreement will bind Partner’s successors and assigns. Any attempt by Partner to transfer its rights, duties, or obligations under this Agreement except as expressly provided in this Agreement is void.
13. SEVERABILITY; BINDING EFFECT.
If any provision of the Terms shall be invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of the terms shall not be impaired. The Terms shall be binding on and inure to the benefit of the Parties and their heirs, personal representatives, successors, and assigns.
14. NO THIRD-PARTY BENEFICIARIES.
Nothing in the Terms, express or implied, is intended to confer on any person, other than the Parties to the Terms, any right or remedy of any nature whatsoever.
15. ENTIRE AGREEMENT.
This Agreement represents the Parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Podium Services or any other subject matter covered by this Agreement.
16. COUNTERPARTS; ELECTRONIC TRANSMISSION.
This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which shall constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by one or more Parties hereto, and an executed copy of this Agreement may be delivered by one or more Parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such Party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any Party hereto, all Parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.
17. GOVERNING LAW; JURISDICTION AND VENUE.
This Agreement is governed by the laws of Utah, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement shall be Utah, and both Parties submit to the personal jurisdiction of these courts.
Podium Service Partners
Version
Effective October 1st 2026
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Table of Contents
Podium Service Partners
The following table lists Podium's service partners that process personal information, as referenced in Podium's legal documentation at legal.podium.com/#servicepartners.
Service Partner Service Description Location of Processing Additional Information
Amazon Web Services, Inc.
Amazon Web Services (AWS) provides cloud computing infrastructure services, including hosting, storage, computing power, and database services that Podium uses to run its platform.
United States
Privacy Policy: AWS Privacy Notice
DPA: AWS Data Processing Addendum
Trust Center: AWS Trust & Safety
Anthropic, PBC
Anthropic provides AI safety research and large language model (LLM) APIs, including Claude, that Podium uses to power artificial intelligence features such as automated messaging, content generation, and intelligent customer interaction tools.
United States
Privacy Policy: Anthropic Privacy Policy
DPA: Anthropic Data Processing Addendum
Trust Center: Anthropic Trust & Safety
Baseten Labs, Inc. Baseten is an AI infrastructure platform that enables the deployment, management, and scaling of AI models as high-performance, cost-efficient, and production-ready APIs.
United States Privacy Policy: Baseten Privacy Policy
DPA: Baseten Data Processing Addendum
Security: Baseten Security Practices
Better Car People, LLC
Better Car People provides automotive business development center (BDC) services combining AI technology and human agents to manage dealership customer engagement and lead response across multiple communication channels.
United States
Privacy Policy: Better Car People Privacy Policy
Caldera Labs Inc.
Caldera Labs provides custom-engineered artificial intelligence solutions and automation tools that help businesses improve operational efficiency and workflows.
United States
Privacy Policy: Caldera Labs Privacy Policy
Confluent, Inc.
Confluent provides a cloud-based data streaming platform built on Apache Kafka, enabling Podium to move, process, and integrate real-time data streams across its systems.
United States (primary)
Privacy Policy: Confluent Privacy Notice
DPA: Confluent Cloud Data Processing Addendum
Trust Center: Confluent Trust Center
Cortex Applications, Inc.
Cortex provides an internal developer portal that helps engineering teams catalog services, enforce production readiness standards, and improve software quality through scorecards and automation.
United States
Privacy Policy: Cortex Privacy Policy
Datadog, Inc.
Datadog provides cloud-based monitoring, logging, and observability services that Podium uses to track the performance, health, and security of its infrastructure and applications.
United States
Privacy Policy: Datadog Privacy Policy
DPA: Datadog Data Processing Addendum
Trust Center: Datadog Trust Center
Deepgram, Inc.
Deepgram provides AI-powered speech recognition and voice intelligence APIs that Podium uses to transcribe and analyze voice conversations, enabling features such as call transcription and voice analytics.
United States
Privacy Policy: Deepgram Privacy Policy
DPA: Deepgram Data Processing Addendum
Security: Deepgram Security
ElevenLabs, Inc.
ElevenLabs provides AI-powered voice synthesis and text-to-speech technology that Podium uses to generate natural-sounding voice content for customer interactions and automated voice communications.
United States
Privacy Policy: ElevenLabs Privacy Policy
DPA: ElevenLabs Data Processing Addendum
Security: ElevenLabs Security
Fireworks AI, Inc. Fireworks AI is a high-speed cloud platform that lets developers run, customize, and scale open-source artificial intelligence models quickly and efficiently.
United States PrivacyPolicy: Fireworks Privacy Notice
DPA: Fireworks Data Processing Addendum
Trust Center: Fireworks Trust Center
FullStory, Inc.
FullStory provides a digital experience intelligence platform that uses session replay, heatmaps, and user behavior analytics to help Podium understand how customers interact with its products.
United States
Privacy Policy: FullStory Privacy Policy
DPA: FullStory Data Processing Addendum
Trust Center: FullStory Trust Center
GoCardless
GoCardless provides an international bank payment network and direct debit processing platform that Podium uses to facilitate recurring payments and bank-to-bank payment collection.
United Kingdom (primary); processes payments for Podium clients in Australia
Privacy Policy: GoCardless Privacy Notice
DPA: GoCardless Data Processing Agreement
Trust Center: GoCardless Security & Privacy
Gong.io, Inc.
Gong provides a revenue intelligence platform that uses AI to analyze customer-facing conversations, including calls and emails, to deliver insights that help sales and customer success teams.
United States
Privacy Policy: Gong Privacy Policy
DPA: Gong Data Processing Agreement
Trust Center: Gong Trust Center
Google
Google provides a suite of cloud infrastructure, AI, mapping, productivity, and advertising services that Podium uses across its platform, including Google Cloud Platform, Google Maps, and various APIs.
United States (primary); data may be processed in multiple global regions
Privacy Policy: Google Privacy Policy
DPA: Google Cloud Data Processing Addendum
Trust Center: Google Trust & Safety
LangSmith (LangChain, Inc.)
LangSmith provides an observability and evaluation platform for large language model (LLM) applications that Podium uses to monitor, debug, test, and improve its AI-powered features and workflows.
United States
Privacy Policy: LangChain Privacy Policy
DPA: LangChain Data Processing Addendum
Trust Center: LangSmith Security
Livekit Incorporated
Livekit provides real-time communication infrastructure and voice AI services that Podium uses to power voice-based customer interactions, call handling, and real-time audio processing.
United States
Privacy Policy: Livekit Privacy Policy
DPA: Livekit Data Processing Addendum
Security: Livekit Security
Microsoft
Microsoft provides cloud computing services (Azure), productivity software, and AI capabilities that Podium integrates into its platform, including for hosting, communications, and enterprise tooling.
United States (primary); data may be processed in multiple global regions
Privacy Policy: Microsoft Privacy Statement
DPA: Microsoft Data Processing Agreement
Trust Center: Microsoft Trust Center
Netsapiens
NetSapiens provides a cloud communications platform and unified communications as a service (UCaaS) infrastructure that powers Podium's phone and voice services for businesses.
United States
Privacy Policy: NetSapiens Privacy Policy
OneSignal, Inc.
OneSignal provides a customer messaging and engagement platform that Podium uses to deliver push notifications, in-app messages, SMS, and email communications to users.
United States
Privacy Policy: OneSignal Privacy Policy
DPA: OneSignal Data Processing Addendum
Trust Center: OneSignal Security
OpenAI, L.P.
OpenAI provides large language model AI services and APIs that power Podium's artificial intelligence features, including automated messaging, content generation, and intelligent customer interaction tools.
United States
Privacy Policy: OpenAI Privacy Policy
DPA: OpenAI Data Processing Addendum
Trust Center: OpenAI Trust Portal
Plaid Inc.
Plaid provides a financial data network and API that enables Podium to connect with users' bank accounts for payment verification, ACH transfers, and financial data access.
United States
Privacy Policy: Plaid Privacy Policy
DPA: Plaid Data Processing Addendum
Trust Center: Plaid Trust Portal
Riskified, Inc.
Riskified provides an e-commerce fraud prevention and chargeback management platform that helps Podium identify and mitigate fraudulent transactions and chargebacks in its payment processing operations.
United States / Israel (company is dual-headquartered; data processed primarily in the US)
Privacy Policy: Riskified Privacy Policy
Trust Center: Riskified Security
Roark
Roark provides an AI-powered phone call intelligence platform that Podium uses to analyze, transcribe, and extract insights from customer phone conversations to improve sales and support outcomes.
United States
Trust Center: Roark Trust Center
Salesforce.com, Inc.
Salesforce provides a cloud-based customer relationship management (CRM) platform that Podium uses for managing customer data, sales processes, support workflows, and business operations.
United States
Privacy Policy: Salesforce Privacy Statement
DPA: Salesforce Data Processing Addendum
Trust Center: Salesforce Trust Center
SardineAI, Corp.
Sardine provides AI-powered fraud detection, risk assessment, and compliance services that Podium uses to identify and prevent fraudulent activity across its payments and user onboarding workflows.
United States
Privacy Policy: Sardine Privacy Policy
Sigma Computing, Inc.
Sigma provides a cloud-based business intelligence and data analytics platform that Podium uses to explore, analyze, and visualize data for business reporting and operational decision-making.
United States
Privacy Policy: Sigma Privacy Policy
DPA: Sigma Data Processing Addendum
Trust Center: Sigma Trust Center
Snowflake Inc.
Snowflake provides a cloud-based data warehousing and analytics platform that Podium uses to store, manage, and analyze large volumes of data to support business intelligence and operational reporting.
United States (primary); available across AWS, Azure, and Google Cloud globally
Privacy Policy: Snowflake Privacy Notice
DPA: Snowflake Data Processing Addendum
Trust Center: Snowflake Trust Center
Stripe, Inc.
Stripe provides payment processing infrastructure and APIs that Podium uses to process credit card transactions, manage subscriptions, facilitate payouts, and handle payment-related compliance.
United States
Privacy Policy: Stripe Privacy Policy
DPA: Stripe Data Processing Addendum
Trust Center: Stripe Privacy Center
The Campaign Registry
The Campaign Registry (TCR) is the industry-standard registration platform for 10-digit long code (10DLC) SMS messaging campaigns, which Podium uses to register its business messaging campaigns to improve deliverability and compliance.
United States
Privacy Policy: TCR Privacy Policy
Thomson Reuters
Thomson Reuters provides legal, regulatory, and compliance data and tools that Podium uses for identity verification, know-your-customer (KYC) checks, and regulatory compliance screening.
United States / Canada
Privacy Policy: Thomson Reuters Privacy Statement
DPA: Thomson Reuters Data Processing Addendum
Trust Center: Thomson Reuters Trust Center
Tray.io, Inc.
Tray.io provides a general automation and integration platform that Podium uses to connect its services with third-party applications, automate workflows, and integrate data between systems.
United States / United Kingdom (company operates internationally; data processed in US and EU)
Privacy Policy: Tray.io Privacy Policy
DPA: Tray.io Data Processing Addendum
Trust Center: Tray.io Security
Twilio Inc.
Twilio provides a cloud communications platform and APIs that Podium uses to power its SMS, voice, and messaging capabilities, enabling two-way text communication between businesses and their customers.
United States (primary); global infrastructure with regional data centers
Privacy Policy: Twilio Privacy Notice
DPA: Twilio Data Protection Addendum
Trust Center: Twilio Trust Center
Zapier Inc.
Zapier provides a no-code workflow automation platform that enables Podium and its customers to integrate Podium with thousands of third-party applications and automate data flows between them.
United States
Privacy Policy: Zapier Privacy Policy
DPA: Zapier Data Processing Agreement
Trust Center: Zapier Security Center
Zoom Video Communications, Inc.
Zoom provides a cloud-based video conferencing and communications platform that Podium uses to facilitate virtual meetings, webinars, and team collaboration.
United States (primary); data may be processed in multiple global regions
Privacy Policy: Zoom Privacy Policy
DPA: Zoom Data Processing Addendum
Trust Center: Zoom Trust Center
Effective July 14th 2025 to October 1st 2026
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Podium Service Partners
Podium partners with a variety of providers to bring our services to our clients. Below is a list of the main providers we work with. We may update this list occasionally to make sure you understand who we partner with to bring our services to our clients.
Amazon Web Services, Inc.
Amplitude, Inc.
Ansira Partners, Inc.
Better Car People, LLC
Caldera Labs Inc.
Confluent, Inc.
Cortex Applications, Inc.
DataDog, Inc.
Domo, Inc.
FullStory, Inc.
GoCardless
Gong.io, Inc.
Google
Grandstream
Microsoft
Netsapiens
OneSignal, Inc.
OpenAI, L.P.
Plaid Inc.
Riskified, Inc.
Salesforce.com, Inc.
SardineAI, Corp.
Simplifi Holdings, LLC
Snowflake Inc.
Stripe, Inc.
The Campaign Registry
Thomson Reuters
Tray.io, Inc.
Twilio Inc.
Zapier Inc.
Effective August 15th 2024 to July 14th 2025
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Table of Contents
Podium Service Partners
Podium partners with a variety of providers to bring our services to our clients. Below is a list of the main providers we work with. We may update this list occasionally to make sure you understand who we partner with to bring our services to our clients.
Amazon Web Services, Inc.
Amplitude, Inc.
Ansira Partners, Inc.
Better Car People, LLC
Caldera Labs Inc.
Confluent, Inc.
Cortex Applications, Inc.
DataDog, Inc.
Domo, Inc.
FullStory, Inc.
GoCardless
Gong.io, Inc.
Google
Grandstream
Microsoft
Netsapiens
OneSignal, Inc.
OpenAI, L.P.
Plaid Inc.
Riskified, Inc.
Salesforce.com, Inc.
SardineAI, Corp.
Simplifi Holdings, LLC
Snowflake Inc.
Stripe, Inc.
Telus
The Campaign Registry
Thomson Reuters
Tray.io, Inc.
Twilio Inc.
Zapier Inc.
Effective November 8th 2023 to August 15th 2024
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Table of Contents
Podium Service Partners
Podium partners with a variety of providers to bring our services to our customers. Below is a list of the main providers we work with. We may update this list occasionally to make sure you understand who we partner with to bring our services to our customers.
Amazon Web Services, Inc.
Amplitude, Inc.
Ansira Partners, Inc.
Better Car People, LLC
Caldera Labs Inc.
Confluent, Inc.
DataDog, Inc.
Domo, Inc.
FullStory, Inc.
Gainsight, Inc.
GoCardless
Gong.io, Inc.
Google
Microsoft
OneSignal, Inc.
OpenAI, L.P.
Plaid Inc.
Riskified, Inc.
Salesforce.com, Inc.
SardineAI, Corp.
Simplifi Holdings, LLC
Snowflake Inc.
Stripe, Inc.
Telus
The Campaign Registry
Tray.io, Inc.
Twilio Inc.
Zapier Inc.
Effective May 23rd 2023 to November 8th 2023
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Table of Contents
Podium Service Partners
Podium partners with a variety of providers to bring our services to our customers. Below is a list of the main providers we work with. We may update this list occasionally to make sure you understand who we partner with to bring our services to our customers.
Amazon Web Services, Inc.
Amplitude, Inc.
Domo, Inc.
Gainsight, Inc.
GoCardless
Gong.io, Inc.
Google
Microsoft
OpenAI, L.P.
Plaid Inc.
Riskified, Inc.
Salesforce.com, Inc.
SardineAI, Corp.
Simplifi Holdings, LLC
Snowflake Inc.
Stripe, Inc.
Telus
Tray.io, Inc.
Twilio Inc.
Zapier Inc.
Effective May 23rd 2023 to May 23rd 2023
Download
Table of Contents
Podium Service Partners
Podium partners with a variety of providers to bring our services to our customers. Below is a list of the main providers we work with. We may update this list occasionally to make sure you understand who we partner with to bring our services to our customers.
Amazon Web Services, Inc.
Amplitude, Inc.
Domo, Inc.
Gainsight, Inc.
GoCardless
Gong.io, Inc.
Google
Microsoft
OpenAI, L.P.
Plaid Inc.
Riskified, Inc.
Salesforce.com, Inc.
SardineAI, Corp.
Simplifi Holdings, LLC
Snowflake Inc.
Stripe, Inc.
Telus
Tray.io, Inc.
Twilio Inc.
Zapier Inc.
Data Processing Addendum
Version
Effective October 15th 2026
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Table of Contents
PODIUM DATA PROCESSING ADDENDUM
This Podium Data Processing Addendum (“DPA”) applies to the extent Podium Processes any Covered Data as Client’s Processor or Service Provider in connection with Podium’s provision of the Services to Client pursuant to the Podium Terms of Service or Master Services Agreement (as applicable, the “Underlying Agreement”).
1. DEFINITIONS.
1.1 “Applicable Data Protection Law” means privacy and data protection Laws applicable to Podium’s Processing of Covered Data on behalf of Client in connection with Podium’s provision of the Services, including but not limited to the CCPA and the Safeguards Rule, in each case together with its implementing regulations and as amended, superseded, or replaced from time to time.
1.2 “CCPA” means the California Consumer Privacy Act, as amended by the California Privacy Rights Act.
1.3 "Client Account Data" means Personal Data or Personal Information that relates to Client's relationship with Podium, such the names and contact information of Authorized Users, billing information associated with Client's account, and any Personal Data or Personal Information Podium may need to collect for the purpose of identity verification (including providing multi-factor authentication).
1.4 “Covered Data” means any Personal Data, Personal Information, or Customer Information pertaining to a Consumer or Data Subject within the Territory that is provided to Podium by Client or otherwise Processed by Podium as a Processor or Service Provider in connection with Podium’s provision of the Services to Client pursuant to the Underlying Agreement. Covered Data excludes Client Account Data.
1.5 “Customer Information” has the meaning set forth in the Safeguards Rule (16 C.F.R. § 314.2(d)).
1.6 “Financial Institution” has the meaning set forth in the Safeguards Rule (16 C.F.R. § 314.2(h)).
1.7 “Safeguards Rule” means the Federal Trade Commission’s Standards for Safeguarding Customer Information implemented under the Gramm-Leach-Bliley Act, codified at 16 C.F.R. § 314 et seq.
In addition, “Business”, “Business Purpose”, “Consumer”, “Controller”, “Data Subject”, “Personal Data”, “Personal Information”, “Process”, “Processor”, “Sale”, “Share”, and “Service Provider” and their respective derivative terms as used in this DPA shall be interpreted in accordance with Applicable Data Protection Laws. All other capitalized terms used in this DPA have the meanings ascribed to them in the Underlying Agreement.
2. PODIUM AS A PROCESSOR OF COVERED DATA.
2.1 Processing Details. The parties acknowledge and agree that with respect to the Covered Data, Client is the Controller and Podium acts as a Processor or Service Provider for, and on behalf of, Client and conducts its Processing operations in accordance with Client’s instructions. Client hereby instructs Podium to Process Covered Data on Client’s behalf pursuant to this DPA and the Underlying Agreement. The subject matter, nature and purpose of Processing, the types of Covered Data Processed, the categories of Data Subjects and Consumers, and the duration of Processing are as described in the Underlying Agreement and documents referenced therein. Notwithstanding anything to the contrary in this DPA, Podium may de-identify, aggregate, and/or anonymize all or portions of Covered Data so that it no longer constitutes Personal Data or Personal Information under Applicable Data Protection Laws, at which point such data will no longer constitute Covered Data under this DPA.
2.2 Client's Obligations. Client determines the purposes for and means by which Covered Data is being or will be Processed, and the manner in which Covered Data is or will be Processed. Client represents and warrants that: (a) with respect to Covered Data, Client complies with data security and other obligations prescribed by Applicable Data Protection Laws for Controllers/Businesses and Financial Institutions (if applicable), and the provision of Covered Data to Podium complies with all Applicable Data Protection Laws; and (b) Client will provide notice to individuals and obtain all consents, rights, authorizations, or other lawful basis regarding Client’s Processing and sharing of Covered Data with Podium as required by applicable Law, including without limitation Applicable Data Protection Laws. Client will promptly notify Podium of any Consumer or Data Subject request made pursuant to any Applicable Data Protection Law with which Client must comply that requires Podium to take any action with respect to Covered Data being Processed, and will provide the information necessary for Podium to comply with such request.
2.3 Podium’s Obligations.
2.3.1 Unless otherwise permitted or required by applicable Law, Podium will Process Covered Data in accordance with Client's instructions as a Processor or Service Provider to provide the Services described in the Underlying Agreement to Client, and Client hereby instructs Podium to do so.
2.3.2 Podium will ensure that any person authorized to Process Covered Data under this DPA is bound by appropriate obligations of confidentiality.
2.3.3 Podium has developed and implemented, and will maintain, a comprehensive written information security program that contains administrative, technical, and physical safeguards that are appropriate to Podium’s size and complexity, the nature and scope of Podium’s activities, and the sensitivity of any Covered Data at issue, designed to protect the security and confidentiality of Covered Data, protect against any anticipated threats or hazards to the security or integrity of Covered Data, and protect against unauthorized access to or use of Covered Data that could result in substantial harm or inconvenience to any Consumer, Data Subject, or Customer (as such term is defined in the Safeguards Rule, 16 C.F.R. § 314.2(c)).
2.3.4 Taking into account the nature of the Processing and the information available to Podium, Podium will provide Client with reasonable cooperation and assistance to enable Client as a Business or Controller to fulfill Client’s binding obligations with respect to the Covered Data, if any, under Applicable Data Protection Laws to respond to requests from Data Subjects or Consumers for the exercise of their rights. Podium will notify Client without undue delay after Podium becomes aware of a confirmed breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Covered Data (a "Security Incident") as required under Applicable Data Protection Laws, and will provide Client with sufficient information to enable Client to fulfill its notification obligations under Applicable Data Protection Laws. Client will coordinate with Podium regarding the content and timing of any public statements or required notices relating to a Security Incident.
2.3.5 Upon written request, Podium will take reasonable and appropriate steps to make available to Client information to demonstrate Podium’s compliance with provisions of Applicable Data Protection Laws applicable to Processors/Service Providers, and will allow Client to verify Podium’s compliance with Podium’s obligations under this DPA as set forth in Section 2.3.6 below.
2.3.6 Upon Client’s written request no more than once per year, Podium will provide a copy of Podium’s then-current audit report to Client. Such audit report refers to an ISO 27001 certification or another industry standard audit that may be deemed appropriate by Podium which relates to Podium’s Processing of Covered Data and is conducted by an independent third-party auditor on at least an annual basis. The audit report will be deemed to be Podium’s Confidential Information.
2.3.7 Upon termination of the Underlying Agreement and receipt of Client’s written request, Podium will delete or, if specifically requested by Client, return Covered Data in Podium’s possession, subject to any limitations described in the Underlying Agreement and unless applicable Law requires further storage. Any return of Covered Data will be in a format reasonably determined by Podium, and Client may bear costs associated with such return, as described in the Underlying Agreement.
3. CCPA-SPECIFIC TERMS.
In addition to the general terms in Section 2 of this DPA, this Section 3 applies to the extent that Client is a Business under the CCPA and Podium Processes Personal Information subject to the CCPA as a Service Provider in connection with its provision of the Services to Client. Podium will: (a) not Sell or Share such Personal Information, nor retain, use, or disclose such Personal Information for any purpose other than the Business Purposes specified in the Underlying Agreement, unless otherwise permitted by the CCPA; (b) except to perform the specific Business Purposes or as otherwise permitted by the CCPA, not combine such Personal Information with Personal Information received from or on behalf of another person or source; (c) otherwise comply with provisions of the CCPA applicable to Service Providers, providing the same level of privacy protection required of Businesses by the CCPA, and notify Client if Podium can no longer meet these obligations; and (d) upon receipt of written notice that Client reasonably believes Podium is using Personal Information in an unauthorized manner, take reasonable and appropriate steps to work with Client to remediate the allegedly unauthorized use, if necessary. Podium will notify Client in the event Podium determines it can no longer meet its obligations under the CCPA.
4. PODIUM SERVICE PARTNERS.
Client specifically authorizes Podium to engage sub-Processors/Service Providers from the agreed list of sub-Processors/Service Providers (collectively “Service Partners”) available at https://legal.podium.com/#servicepartners (“Podium Service Partner List”). Podium will enter into a written agreement with each Service Partner that imposes data protection obligations no less protective than those set forth in this DPA with respect to the Covered Data. In the event that Podium seeks to use additional sub-Processors/Service Providers and update the Podium Service Partner List, Podium will provide notice of such update to Client (which may be via email, an online posting or notification, or other reasonable means). Client may reasonably object to a change to the Podium Service Partner List on legitimate grounds within 30 days of notice of this change by emailing legal@podium.com. Notwithstanding the foregoing, Client acknowledges that Podium’s sub-Processors/Service Providers are essential to provide the Services and if Client objects to Podium’s use of a sub-Processor/Service Provider, then notwithstanding anything to the contrary in the Underlying Agreement (including this DPA), Podium will not be obligated to provide to Client the Services for which Podium uses that sub-Processor/Service Provider.
5. PODIUM AS A CONTROLLER OF CLIENT ACCOUNT DATA.
Client acknowledges that, with regard to the Processing of Client Account Data, Client is a controller and Podium is an independent Controller/Business, not a joint Controller with Client. Podium will Process Client Account Data as a Controller in order to: (a) manage the relationship with Client; (b) carry out Podium's core business operations, such as billing and accounting; (c) detect, prevent, or investigate security incidents, fraud, and other abuse or misuse of the Services; (d) perform identity verification; and (e) as otherwise permitted under Applicable Data Protection Laws and in accordance with this DPA, the Underlying Agreement, and Podium's Privacy Policy.
6. CONFLICTS.
To the extent there is a conflict or inconsistency between this DPA and the Underlying Agreement with respect to Podium’s Processing of Covered Data, this DPA will control. Podium’s aggregate liability arising out of or related to this DPA is subject to the limitations of liability set forth in the Underlying Agreement. Nothing in this DPA will be construed to increase Podium’s liability beyond the limitations agreed in the Underlying Agreement.
Effective October 1st 2026 to October 15th 2026
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PODIUM DATA PROCESSING ADDENDUM
This Podium Data Processing Addendum (“DPA”) applies to the extent Podium Processes any Covered Data as Client’s Processor or Service Provider in connection with Podium’s provision of the Services to Client pursuant to the Podium Terms of Service or Master Services Agreement (as applicable, the “Underlying Agreement”).
1. DEFINITIONS.
1.1 “Applicable Data Protection Law” means privacy and data protection Laws applicable to Podium’s Processing of Covered Data on behalf of Client in connection with Podium’s provision of the Services, including but not limited to the CCPA and the Safeguards Rule, in each case together with its implementing regulations and as amended, superseded, or replaced from time to time.
1.2 “CCPA” means the California Consumer Privacy Act, as amended by the California Privacy Rights Act.
1.3 "Client Account Data" means Personal Data or Personal Information that relates to Client's relationship with Podium, such the names and contact information of Authorized Users, billing information associated with Client's account, and any Personal Data or Personal Information Podium may need to collect for the purpose of identity verification (including providing multi-factor authentication).
1.4 “Covered Data” means any Personal Data, Personal Information, or Customer Information pertaining to a Consumer or Data Subject within the Territory that is provided to Podium by Client or otherwise Processed by Podium as a Processor or Service Provider in connection with Podium’s provision of the Services to Client pursuant to the Underlying Agreement. Covered Data excludes Client Account Data.
1.5 “Customer Information” has the meaning set forth in the Safeguards Rule (16 C.F.R. § 314.2(d)).
1.6 “Financial Institution” has the meaning set forth in the Safeguards Rule (16 C.F.R. § 314.2(h)).
1.7 “Safeguards Rule” means the Federal Trade Commission’s Standards for Safeguarding Customer Information implemented under the Gramm-Leach-Bliley Act, codified at 16 C.F.R. § 314 et seq.
In addition, “Business”, “Business Purpose”, “Consumer”, “Controller”, “Data Subject”, “Personal Data”, “Personal Information”, “Process”, “Processor”, “Sale”, “Share”, and “Service Provider” and their respective derivative terms as used in this DPA shall be interpreted in accordance with Applicable Data Protection Laws. All other capitalized terms used in this DPA have the meanings ascribed to them in the Underlying Agreement.
2. PODIUM AS A PROCESSOR OF COVERED DATA.
2.1 Processing Details. The parties acknowledge and agree that with respect to the Covered Data, Client is the Controller and Podium acts as a Processor or Service Provider for, and on behalf of, Client and conducts its Processing operations in accordance with Client’s instructions. Client hereby instructs Podium to Process Covered Data on Client’s behalf pursuant to this DPA and the Underlying Agreement. The subject matter, nature and purpose of Processing, the types of Covered Data Processed, the categories of Data Subjects and Consumers, and the duration of Processing are as described in the Underlying Agreement and documents referenced therein. Notwithstanding anything to the contrary in this DPA, Podium may de-identify, aggregate, and/or anonymize all or portions of Covered Data so that it no longer constitutes Personal Data or Personal Information under Applicable Data Protection Laws, at which point such data will no longer constitute Covered Data under this DPA.
2.2 Client's Obligations. Client determines the purposes for and means by which Covered Data is being or will be Processed, and the manner in which Covered Data is or will be Processed. Client represents and warrants that: (a) with respect to Covered Data, Client complies with data security and other obligations prescribed by Applicable Data Protection Laws for Controllers/Businesses and Financial Institutions (if applicable), and the provision of Covered Data to Podium complies with all Applicable Data Protection Laws; and (b) Client will provide notice to individuals and obtain all consents, rights, authorizations, or other lawful basis regarding Client’s Processing and sharing of Covered Data with Podium as required by applicable Law, including without limitation Applicable Data Protection Laws. Client will promptly notify Podium of any Consumer or Data Subject request made pursuant to any Applicable Data Protection Law with which Client must comply that requires Podium to take any action with respect to Covered Data being Processed, and will provide the information necessary for Podium to comply with such request.
2.3 Podium’s Obligations.
2.3.1 Unless otherwise permitted or required by applicable Law, Podium will Process Covered Data in accordance with Client's instructions as a Processor or Service Provider to provide the Services described in the Underlying Agreement to Client, and Client hereby instructs Podium to do so.
2.3.2 Podium will ensure that any person authorized to Process Covered Data under this DPA is bound by appropriate obligations of confidentiality.
2.3.3 Podium has developed and implemented, and will maintain, a comprehensive written information security program that contains administrative, technical, and physical safeguards that are appropriate to Podium’s size and complexity, the nature and scope of Podium’s activities, and the sensitivity of any Covered Data at issue, designed to protect the security and confidentiality of Covered Data, protect against any anticipated threats or hazards to the security or integrity of Covered Data, and protect against unauthorized access to or use of Covered Data that could result in substantial harm or inconvenience to any Consumer, Data Subject, or Customer (as such term is defined in the Safeguards Rule, 16 C.F.R. § 314.2(c)).
2.3.4 Taking into account the nature of the Processing and the information available to Podium, Podium will provide Client with reasonable cooperation and assistance to enable Client as a Business or Controller to fulfill Client’s binding obligations with respect to the Covered Data, if any, under Applicable Data Protection Laws to respond to requests from Data Subjects or Consumers for the exercise of their rights. Podium will notify Client without undue delay after Podium becomes aware of a confirmed breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Covered Data (a "Security Incident") as required under Applicable Data Protection Laws, and will provide Client with sufficient information to enable Client to fulfill its notification obligations under Applicable Data Protection Laws. Client will coordinate with Podium regarding the content and timing of any public statements or required notices relating to a Security Incident.
2.3.5 Upon written request, Podium will take reasonable and appropriate steps to make available to Client information to demonstrate Podium’s compliance with provisions of Applicable Data Protection Laws applicable to Processors/Service Providers, and will allow Client to verify Podium’s compliance with Podium’s obligations under this DPA as set forth in Section 2.3.6 below.
2.3.6 Upon Client’s written request no more than once per year, Podium will provide a copy of Podium’s then-current audit report to Client. Such audit report refers to an ISO 27001 certification or another industry standard audit that may be deemed appropriate by Podium which relates to Podium’s Processing of Covered Data and is conducted by an independent third-party auditor on at least an annual basis. The audit report will be deemed to be Podium’s Confidential Information.
2.3.7 Upon termination of the Underlying Agreement and receipt of Client’s written request, Podium will delete or, if specifically requested by Client, return Covered Data in Podium’s possession, subject to any limitations described in the Underlying Agreement and unless applicable Law requires further storage. Any return of Covered Data will be in a format reasonably determined by Podium, and Client may bear costs associated with such return, as described in the Underlying Agreement.
3. CCPA-SPECIFIC TERMS.
In addition to the general terms in Section 2 of this DPA, this Section 3 applies to the extent that Client is a Business under the CCPA and Podium Processes Personal Information subject to the CCPA as a Service Provider in connection with its provision of the Services to Client. Podium will: (a) not Sell or Share such Personal Information, nor retain, use, or disclose such Personal Information for any purpose other than the Business Purposes specified in the Underlying Agreement, unless otherwise permitted by the CCPA; (b) except to perform the specific Business Purposes or as otherwise permitted by the CCPA, not combine such Personal Information with Personal Information received from or on behalf of another person or source; (c) otherwise comply with provisions of the CCPA applicable to Service Providers, providing the same level of privacy protection required of Businesses by the CCPA, and notify Client if Podium can no longer meet these obligations; and (d) upon receipt of written notice that Client reasonably believes Podium is using Personal Information in an unauthorized manner, take reasonable and appropriate steps to work with Client to remediate the allegedly unauthorized use, if necessary. Podium will notify Client in the event Podium determines it can no longer meet its obligations under the CCPA.
4. PODIUM SERVICE PARTNERS.
Client specifically authorizes Podium to engage sub-Processors/Service Providers from the agreed list of sub-Processors/Service Providers (collectively “Service Partners”) available at https://legal.podium.com/#servicepartners (“Podium Service Partner List”). Podium will enter into a written agreement with each Service Partner that imposes data protection obligations no less protective than those set forth in this DPA with respect to the Covered Data. In the event that Podium seeks to use additional sub-Processors/Service Providers and update the Podium Service Partner List, Podium will provide notice of such update to Client (which may be via email, an online posting or notification, or other reasonable means). Client may reasonably object to a change to the Podium Service Partner List on legitimate grounds within 30 days of notice of this change by emailing legal@podium.com. Notwithstanding the foregoing, Client acknowledges that Podium’s sub-Processors/Service Providers are essential to provide the Services and if Client objects to Podium’s use of a sub-Processor/Service Provider, then notwithstanding anything to the contrary in the Underlying Agreement (including this DPA), Podium will not be obligated to provide to Client the Services for which Podium uses that sub-Processor/Service Provider.
5. PODIUM AS A CONTROLLER OF CLIENT ACCOUNT DATA.
Client acknowledges that, with regard to the Processing of Client Account Data, Client is a controller and Podium is an independent Controller/Business, not a joint Controller with Client. Podium will Process Client Account Data as a Controller in order to: (a) manage the relationship with Client; (b) carry out Podium's core business operations, such as billing and accounting; (c) detect, prevent, or investigate security incidents, fraud, and other abuse or misuse of the Services; (d) perform identity verification; and (e) as otherwise permitted under Applicable Data Protection Laws and in accordance with this DPA, the Underlying Agreement, and Podium's Privacy Policy.
6. CONFLICTS.
To the extent there is a conflict or inconsistency between this DPA and the Underlying Agreement with respect to Podium’s Processing of Covered Data, this DPA will control. Podium’s aggregate liability arising out of or related to this DPA is subject to the limitations of liability set forth in the Underlying Agreement. Nothing in this DPA will be construed to increase Podium’s liability beyond the limitations agreed in the Underlying Agreement.
Effective August 15th 2024 to October 1st 2026
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PODIUM DATA PROCESSING ADDENDUM
This Podium Data Processing Addendum (“DPA”) applies to the extent Podium Processes any Covered Data as Client’s Processor or Service Provider in connection with Podium’s provision of the Services to Client pursuant to the Podium Terms of Service or Master Services Agreement (as applicable, the “Underlying Agreement”).
1. DEFINITIONS.
1.1 “Applicable Data Protection Law” means privacy and data protection Laws applicable to Podium’s Processing of Covered Data on behalf of Client in connection with Podium’s provision of the Services, including but not limited to the CCPA and the Safeguards Rule, in each case together with its implementing regulations and as amended, superseded, or replaced from time to time.
1.2 “CCPA” means the California Consumer Privacy Act, as amended by the California Privacy Rights Act.
1.3 "Client Account Data" means Personal Data or Personal Information that relates to Client's relationship with Podium, such the names and contact information of Authorized Users, billing information associated with Client's account, and any Personal Data or Personal Information Podium may need to collect for the purpose of identity verification (including providing multi-factor authentication).
1.4 “Covered Data” means any Personal Data, Personal Information, or Customer Information pertaining to a Consumer or Data Subject within the Territory that is provided to Podium by Client or otherwise Processed by Podium as a Processor or Service Provider in connection with Podium’s provision of the Services to Client pursuant to the Underlying Agreement. Covered Data excludes Client Account Data.
1.5 “Customer Information” has the meaning set forth in the Safeguards Rule (16 C.F.R. § 314.2(d)).
1.6 “Financial Institution” has the meaning set forth in the Safeguards Rule (16 C.F.R. § 314.2(h)).
1.7 “Safeguards Rule” means the Federal Trade Commission’s Standards for Safeguarding Customer Information implemented under the Gramm-Leach-Bliley Act, codified at 16 C.F.R. § 314 et seq.
In addition, “Business”, “Business Purpose”, “Consumer”, “Controller”, “Data Subject”, “Personal Data”, “Personal Information”, “Process”, “Processor”, “Sale”, “Share”, and “Service Provider” and their respective derivative terms as used in this DPA shall be interpreted in accordance with Applicable Data Protection Laws. All other capitalized terms used in this DPA have the meanings ascribed to them in the Underlying Agreement.
2. PODIUM AS A PROCESSOR OF COVERED DATA.
2.1 Processing Details. The parties acknowledge and agree that with respect to the Covered Data, Client is the Controller and Podium acts as a Processor or Service Provider for, and on behalf of, Client and conducts its Processing operations in accordance with Client’s instructions. Client hereby instructs Podium to Process Covered Data on Client’s behalf pursuant to this DPA and the Underlying Agreement. Notwithstanding anything to the contrary in this DPA, Podium may de-identify, aggregate, and/or anonymize all or portions of Covered Data so that it no longer constitutes Personal Data or Personal Information under Applicable Data Protection Laws, at which point such data will no longer constitute Covered Data under this DPA.
2.2 Client's Obligations. Client determines the purposes for and means by which Covered Data is being or will be Processed, and the manner in which Covered Data is or will be Processed. Client represents and warrants that: (a) with respect to Covered Data, Client complies with data security and other obligations prescribed by Applicable Data Protection Laws for Controllers/Businesses and Financial Institutions (if applicable), and the provision of Covered Data to Podium complies with all Applicable Data Protection Laws; and (b) Client will provide notice to individuals and obtain all consents, rights, authorizations, or other lawful basis regarding Client’s Processing and sharing of Covered Data with Podium as required by applicable Law, including without limitation Applicable Data Protection Laws. Client will promptly notify Podium of any Consumer or Data Subject request made pursuant to any Applicable Data Protection Law with which Client must comply that requires Podium to take any action with respect to Covered Data being Processed, and will provide the information necessary for Podium to comply with such request.
2.3 Podium’s Obligations.
2.3.1 Unless otherwise permitted or required by applicable Law, Podium will Process Covered Data in accordance with Client's instructions as a Processor or Service Provider to provide the Services described in the Underlying Agreement to Client, and Client hereby instructs Podium to do so.
2.3.2 Podium will ensure that any person authorized to Process Covered Data under this DPA is bound by appropriate obligations of confidentiality.
2.3.3 Podium has developed and implemented, and will maintain, a comprehensive written information security program that contains administrative, technical, and physical safeguards that are appropriate to Podium’s size and complexity, the nature and scope of Podium’s activities, and the sensitivity of any Covered Data at issue, designed to protect the security and confidentiality of Covered Data, protect against any anticipated threats or hazards to the security or integrity of Covered Data, and protect against unauthorized access to or use of Covered Data that could result in substantial harm or inconvenience to any Consumer, Data Subject, or Customer (as such term is defined in the Safeguards Rule, 16 C.F.R. § 314.2(c)).
2.3.4 Taking into account the nature of the Processing and the information available to Podium, Podium will provide Client with reasonable cooperation and assistance to enable Client as a Business or Controller to fulfill Client’s binding obligations with respect to the Covered Data, if any, under Applicable Data Protection Laws to: (a) respond to requests from Data Subjects or Consumers for the exercise of their rights; and (b) provide notification of a Covered Data breach (or analogous concept) as required under Applicable Data Protection Laws.
2.3.5 Upon written request, Podium will take reasonable and appropriate steps to make available to Client information to demonstrate Podium’s compliance with provisions of Applicable Data Protection Laws applicable to Processors/Service Providers, and will allow Client to verify Podium’s compliance with Podium’s obligations under this DPA as set forth in Section 2.3.6 below.
2.3.6 Upon Client’s written request no more than once per year, Podium will provide a copy of Podium’s then-current audit report to Client. Such audit report refers to an ISO 27001 certification or another industry standard audit that may be deemed appropriate by Podium which relates to Podium’s Processing of Covered Data and is conducted by an independent third-party auditor on at least an annual basis. The audit report will be deemed to be Podium’s Confidential Information.
2.3.7 Upon termination of the Underlying Agreement and receipt of Client’s written request, Podium will delete Covered Data in Podium’s possession, subject to any limitations described in the Underlying Agreement and unless applicable Law requires further storage.
3. CCPA-SPECIFIC TERMS.
In addition to the general terms in Section 2 of this DPA, this Section 3 applies to the extent that Client is a Business under the CCPA and Podium Processes Personal Information subject to the CCPA as a Service Provider in connection with its provision of the Services to Client. Podium will: (a) not Sell or Share such Personal Information, nor retain, use, or disclose such Personal Information for any purpose other than the Business Purposes specified in the Underlying Agreement, unless otherwise permitted by the CCPA; (b) except to perform the specific Business Purposes or as otherwise permitted by the CCPA, not combine such Personal Information with Personal Information received from or on behalf of another person or source; (c) otherwise comply with provisions of the CCPA applicable to Service Providers, providing the same level of privacy protection required of Businesses by the CCPA, and notify Client if Podium can no longer meet these obligations; and (d) upon receipt of written notice that Client reasonably believes Podium is using Personal Information in an unauthorized manner, take reasonable and appropriate steps to work with Client to remediate the allegedly unauthorized use, if necessary. Podium will notify Client in the event Podium determines it can no longer meet its obligations under the CCPA.
4. PODIUM SERVICE PARTNERS.
Client specifically authorizes Podium to engage sub-Processors/Service Providers from the agreed list of sub-Processors/Service Providers available at https://legal.podium.com/#servicepartners (“Podium Service Partner List”). In the event that Podium seeks to use additional sub-Processors/Service Providers and update the Podium Service Partner List, Podium will provide notice of such update to Client (which may be via email, an online posting or notification, or other reasonable means). Client may reasonably object to a change to the Podium Service Partner List on legitimate grounds within 30 days of notice of this change by emailing legal@podium.com. Notwithstanding the foregoing, Client acknowledges that Podium’s sub-Processors/Service Providers are essential to provide the Services and if Client objects to Podium’s use of a sub-Processor/Service Provider, then notwithstanding anything to the contrary in the Underlying Agreement (including this DPA), Podium will not be obligated to provide to Client the Services for which Podium uses that sub-Processor/Service Provider.
5. PODIUM AS A CONTROLLER OF CLIENT ACCOUNT DATA.
Client acknowledges that, with regard to the Processing of Client Account Data, Client is a controller and Podium is an independent Controller/Business, not a joint Controller with Client. Podium will Process Client Account Data as a Controller in order to: (a) manage the relationship with Client; (b) carry out Podium's core business operations, such as billing and accounting; (c) detect, prevent, or investigate security incidents, fraud, and other abuse or misuse of the Services; (d) perform identity verification; and (e) as otherwise permitted under Applicable Data Protection Laws and in accordance with this DPA, the Underlying Agreement, and Podium's Privacy Policy.
6. CONFLICTS.
To the extent there is a conflict or inconsistency between this DPA and the Underlying Agreement, this DPA will control.
Effective November 2nd 2023 to August 15th 2024
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PODIUM DATA PROCESSING ADDENDUM
This Podium Data Processing Addendum (“DPA”) applies to the extent Podium Processes any Covered Data as Client’s Processor or Service Provider in connection with Podium’s provision of the Services to Client pursuant to the Podium Terms of Service or Master Services Agreement (as applicable, the “Underlying Agreement”).
1. DEFINITIONS.
1.1 “Applicable Data Privacy Law” means, as applicable to the Covered Data at issue, the Australian Privacy Act of 1988, Canadian Personal Information Protection and Electronic Documents Act, California Act, Colorado Act, Connecticut Act, Utah Act, Virginia Act, or Safeguards Rule, in each case together with its implementing regulations and as amended, superseded, or replaced from time to time.
1.2 “California Act” means the California Consumer Privacy Act, as amended by the California Privacy Rights Act.
1.3 “Colorado Act” means the Colorado Privacy Act.
1.4 “Connecticut Act” means the Connecticut Data Privacy Act.
1.5 “Covered Data” means any Personal Data, Personal Information, or Customer Information provided to Podium by Client or otherwise Processed by Podium in connection with Podium’s provision of the Services to Client pursuant to the Underlying Agreement.
1.6 “Customer Information” has the meaning set forth in the Safeguards Rule (16 C.F.R. § 314.2(d)).
1.7 “Financial Institution” has the meaning set forth in the Safeguards Rule (16 C.F.R. § 314.2(h)).
1.8 “Safeguards Rule” means the Federal Trade Commission’s Standards for Safeguarding Customer Information implemented under the Gramm-Leach-Bliley Act, codified at 16 C.F.R. § 314 et seq.
1.9 “Utah Act” means the Utah Consumer Privacy Act.
1.10 “Virginia Act” means the Virginia Consumer Data Protection Act.
In addition, “Business”, “Business Purpose”, “Consumer”, “Controller”, “Data Subject”, “Personal Data”, “Personal Information”, “Process”, “Processor”, “Sale”, “Share”, and “Service Provider” and their respective derivative terms as used in this DPA shall be interpreted in accordance with Applicable Data Privacy Laws. All other capitalized terms used in this DPA have the meanings ascribed to them in the Underlying Agreement.
2. GENERAL TERMS.
2.1 Processing Details. The parties acknowledge and agree that with respect to the Covered Data, Client is the Controller and Podium acts as a Processor or Service Provider for, and on behalf of, Client and conducts its Processing operations in accordance with Client’s instructions. Client hereby instructs Podium to Process Covered Data on Client’s behalf pursuant to this DPA and the Underlying Agreement. Notwithstanding anything to the contrary in this DPA, Podium may deidentify, aggregate, or anonymize all or portions of Covered Data so that it no longer constitutes Personal Data or Personal Information under Applicable Data Privacy Laws, at which point such data will no longer constitute Covered Data under this DPA.
2.2 Client's Obligations. Client determines the purposes for and means by which Covered Data is being or will be Processed, and the manner in which Covered Data is or will be Processed. Client represents and warrants that: (a) with respect to Covered Data, Client complies with data security and other obligations prescribed by Applicable Data Privacy Laws for Controllers/Businesses and Financial Institutions (if applicable), and the provision of Covered Data to Podium complies with all Applicable Data Privacy Laws; and (b) Client will provide notice to individuals and obtain all consents, rights, authorizations, or other lawful basis regarding Client’s Processing and sharing of Covered Data with Podium as required by applicable Law, including without limitation Applicable Data Privacy Laws. Client will promptly notify Podium of any Consumer or Data Subject request made pursuant to any Applicable Data Privacy Law with which Client must comply that requires Podium to take any action with respect to Covered Data being Processed, and will provide the information necessary for Podium to comply with such request.
2.3 Podium’s Obligations.
2.3.1 Unless otherwise permitted or required by applicable Law, Podium will Process Covered Data as a Processor or Service Provider in compliance with Client’s instructions in this DPA and the Underlying Agreement.
2.3.2 Podium will ensure that any person authorized to Process Covered Data under this DPA is bound by appropriate obligations of confidentiality.
2.3.3 Podium has developed and implemented, and will maintain, a comprehensive written information security program that contains administrative, technical, and physical safeguards that are appropriate to Podium’s size and complexity, the nature and scope of Podium’s activities, and the sensitivity of any Covered Data at issue, designed to protect the security and confidentiality of Covered Data, protect against any anticipated threats or hazards to the security or integrity of Covered Data, and protect against unauthorized access to or use of Covered Data that could result in substantial harm or inconvenience to any Consumer, Data Subject, or Customer (as such term is defined in the Safeguards Rule, 16 C.F.R. § 314.2(c)).
2.3.4 Taking into account the nature of the Processing and the information available to Podium, Podium will provide Client with reasonable cooperation and assistance to enable Client as a Business or Controller to fulfill Client’s binding obligations with respect to the Covered Data, if any, under Applicable Data Privacy Laws to: (a) respond to requests from Data Subjects or Consumers for the exercise of their rights; and (b) provide notification of a Covered Data breach (or analogous concept) as required under Applicable Data Privacy Law.
2.3.5 Upon Client’s written request no more than once per year, Podium will provide a copy of Podium’s then-current audit report to Client. Such audit report refers to an ISO 27001 certification or another industry standard audit that may be deemed appropriate by Podium which relates to Podium’s Processing of Covered Data and is conducted by an independent third-party auditor on at least an annual basis. The audit report will be deemed to be Podium’s Confidential Information.
2.3.6 Upon termination of the Underlying Agreement and receipt of Client’s written request, delete Covered Data in Podium’s possession, subject to any limitations described in the Underlying Agreement and unless applicable Law requires further storage.
3. U.S. STATE-SPECIFIC TERMS.
3.1. California. In addition to the general terms in Section 2 of this DPA, this Section 3.1 applies to the extent that Client is a Business under the California Act and Podium Processes Personal Information subject to the California Act in connection with its provision of the Services to Client. Podium will: (a) not Sell or Share such Personal Information, nor retain, use, or disclose such Personal Information for any purpose other than the Business Purposes specified in the Underlying Agreement, unless otherwise permitted by the California Act; (b) except to perform the specific Business Purposes or as otherwise permitted by the California Act, not combine such Personal Information with Personal Information received from or on behalf of another person or source; (c) otherwise comply with provisions of the California Act applicable to Service Providers, providing the same level of privacy protection required of Businesses by the California Act, and notify Client if Podium can no longer meet these obligations; (d) upon receipt of Client’s written request, take reasonable and appropriate steps to make available to Client information to demonstrate Podium’s compliance with provisions of the California Act applicable to Service Providers, and to allow Client to verify Podium’s compliance with Podium’s obligations under this Section 3.1 as set forth in Section 2.3.5 of this DPA; and (e) upon receipt of written notice that Client reasonably believes Podium is using Personal Information in an unauthorized manner, take reasonable and appropriate steps to work with Client to remediate the allegedly unauthorized use, if necessary. Podium will notify Client in the event Podium determines it can no longer meet its obligations under the California Act.
3.2. Colorado, Connecticut, Utah, and Virginia. In addition to the general terms in Section 2 of this DPA, this Section 3.2 applies to the extent that Client is a Controller under the Colorado Act, Connecticut Act, Utah Act, or Virginia Act, and Podium Processes Personal Data subject to the Colorado Act, Connecticut Act, Utah Act, and/or Virginia Act in connection with its provision of the Services to Client. With respect to such Personal Data, Podium will: (a) Process such Personal Information as a Processor on Client’s behalf to provide the Services described in the Underlying Agreement or as otherwise permitted by the Colorado Act, Connecticut Act, Utah Act, or Virginia Act (as applicable); and (b) upon written notice, take reasonable and appropriate steps to make available to Client information to demonstrate Podium’s compliance with provisions of the Colorado Act, Connecticut Act, Utah Act, and/or Virginia Act applicable to Processors.
4. PODIUM SERVICE PARTNERS.
Client specifically authorizes Podium to engage sub-Processors/Service Providers from the agreed list of sub-Processors/Service Providers available at https://legal.podium.com/#servicepartners (“Podium Service Partner List”). In the event that Podium seeks to use additional sub-Processors/Service Providers and update the Podium Service Partner List, Podium will provide notice of such update to Client (which may be via email, an online posting or notification, or other reasonable means). Client may reasonably object to a change to the Podium Service Partner List on legitimate grounds within 30 days of notice of this change by emailing legal@podium.com. Notwithstanding the foregoing, Client acknowledges that Podium’s sub-Processors/Service Providers are essential to provide the Services and if Client objects to Podium’s use of a sub-Processor/Service Provider, then notwithstanding anything to the contrary in the Underlying Agreement (including this DPA), Podium will not be obligated to provide to Client the Services for which Podium uses that sub-Processor/Service Provider.
5. CONFLICTS.
To the extent there is a conflict or inconsistency between this DPA and the Underlying Agreement, this DPA will control.
Effective June 16th 2023 to November 2nd 2023
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Table of Contents
PODIUM DATA PROCESSING ADDENDUM
This Podium Data Processing Addendum (“DPA”) applies to the extent Podium Processes any Covered Data as Client’s Processor or Service Provider in connection with Podium’s provision of the Services to Client pursuant to the Podium Terms of Service or Master Services Agreement (as applicable, the “Underlying Agreement”).
1. DEFINITIONS.
1.1 “Applicable Data Privacy Law” means, as applicable to the Covered Data at issue, the Australian Privacy Act of 1988, Canadian Personal Information Protection and Electronic Documents Act, California Act, Colorado Act, Connecticut Act, Utah Act, Virginia Act, or Safeguards Rule, in each case together with its implementing regulations and as amended, superseded, or replaced from time to time.
1.2 “California Act” means the California Consumer Privacy Act, as amended by the California Privacy Rights Act.
1.3 “Colorado Act” means the Colorado Privacy Act.
1.4 “Connecticut Act” means the Connecticut Data Privacy Act.
1.5 “Covered Data” means any Personal Data, Personal Information, or Customer Information provided to Podium by Client or otherwise Processed by Podium in connection with Podium’s provision of the Services to Client pursuant to the Underlying Agreement.
1.6 “Customer Information” has the meaning set forth in the Safeguards Rule (16 C.F.R. § 314.2(d)).
1.7 “Financial Institution” has the meaning set forth in the Safeguards Rule (16 C.F.R. § 314.2(h)).
1.8 “Safeguards Rule” means the Federal Trade Commission’s Standards for Safeguarding Customer Information implemented under the Gramm-Leach-Bliley Act, codified at 16 C.F.R. § 314 et seq.
1.9 “Utah Act” means the Utah Consumer Privacy Act.
1.10 “Virginia Act” means the Virginia Consumer Data Protection Act.
In addition, “Business”, “Business Purpose”, “Consumer”, “Controller”, “Data Subject”, “Personal Data”, “Personal Information”, “Process”, “Processor”, “Sale”, “Share”, and “Service Provider” and their respective derivative terms as used in this DPA shall be interpreted in accordance with Applicable Data Privacy Laws. All other capitalized terms used in this DPA have the meanings ascribed to them in the Underlying Agreement.
2. GENERAL TERMS.
2.1 Processing Details. The parties acknowledge and agree that with respect to the Covered Data, Client is the Controller and Podium acts as a Processor or Service Provider for, and on behalf of, Client and conducts its Processing operations in accordance with Client’s instructions. Client hereby instructs Podium to Process Covered Data on Client’s behalf pursuant to this DPA and the Underlying Agreement. Notwithstanding anything to the contrary in this DPA, Podium may deidentify, aggregate, or anonymize all or portions of Covered Data so that it no longer constitutes Personal Data or Personal Information under Applicable Data Privacy Laws, at which point such data will no longer constitute Covered Data under this DPA.
2.2 Client's Obligations. Client determines the purposes for and means by which Covered Data is being or will be Processed, and the manner in which Covered Data is or will be Processed. Client represents and warrants that: (a) with respect to Covered Data, Client complies with data security and other obligations prescribed by Applicable Data Privacy Laws for Controllers/Businesses and Financial Institutions (if applicable), and the provision of Covered Data to Podium complies with all Applicable Data Privacy Laws; and (b) Client will provide notice to individuals and obtain all consents, rights, authorizations, or other lawful basis regarding Client’s Processing and sharing of Covered Data with Podium as required by applicable Law, including without limitation Applicable Data Privacy Laws. Client will promptly notify Podium of any Consumer or Data Subject request made pursuant to any Applicable Data Privacy Law with which Client must comply that requires Podium to take any action with respect to Covered Data being Processed, and will provide the information necessary for Podium to comply with such request.
2.3 Podium’s Obligations.
2.3.1 Unless otherwise permitted or required by applicable Law, Podium will Process Covered Data as a Processor or Service Provider in compliance with Client’s instructions in this DPA and the Underlying Agreement.
2.3.2 Podium will ensure that any person authorized to Process Covered Data under this DPA is bound by appropriate obligations of confidentiality.
2.3.3 Podium has developed and implemented, and will maintain, a comprehensive written information security program that contains administrative, technical, and physical safeguards that are appropriate to Podium’s size and complexity, the nature and scope of Podium’s activities, and the sensitivity of any Covered Data at issue, designed to protect the security and confidentiality of Covered Data, protect against any anticipated threats or hazards to the security or integrity of Covered Data, and protect against unauthorized access to or use of Covered Data that could result in substantial harm or inconvenience to any Consumer, Data Subject, or Customer (as such term is defined in the Safeguards Rule, 16 C.F.R. § 314.2(c)).
2.3.4 Taking into account the nature of the Processing and the information available to Podium, Podium will provide Client with reasonable cooperation and assistance to enable Client as a Business or Controller to fulfill Client’s binding obligations with respect to the Covered Data, if any, under Applicable Data Privacy Laws to: (a) respond to requests from Data Subjects or Consumers for the exercise of their rights; and (b) provide notification of a Covered Data breach (or analogous concept) as required under Applicable Data Privacy Law.
2.3.5 Upon Client’s written request no more than once per year, Podium will provide a copy of Podium’s then-current audit report to Client. Such audit report refers to an ISO 27001 certification or another industry standard audit that may be deemed appropriate by Podium which relates to Podium’s Processing of Covered Data and is conducted by an independent third-party auditor on at least an annual basis. The audit report will be deemed to be Podium’s Confidential Information.
2.3.6 Upon termination of the Underlying Agreement and receipt of Client’s written request, delete Covered Data in Podium’s possession, subject to any limitations described in the Underlying Agreement and unless applicable Law requires further storage.
3. U.S. STATE-SPECIFIC TERMS.
3.1. California. In addition to the general terms in Section 2 of this DPA, this Section 3.1 applies to the extent that Client is a Business under the California Act and Podium Processes Personal Information subject to the California Act in connection with its provision of the Services to Client. Podium will: (a) not Sell or Share such Personal Information, nor retain, use, or disclose such Personal Information for any purpose other than the Business Purposes specified in the Underlying Agreement, unless otherwise permitted by the California Act; (b) except to perform the specific Business Purposes or as otherwise permitted by the California Act, not combine such Personal Information with Personal Information received from or on behalf of another person or source; (c) otherwise comply with provisions of the California Act applicable to Service Providers, providing the same level of privacy protection required of Businesses by the California Act, and notify Client if Podium can no longer meet these obligations; (d) upon receipt of Client’s written request, take reasonable and appropriate steps to make available to Client information to demonstrate Podium’s compliance with provisions of the California Act applicable to Service Providers, and to allow Client to verify Podium’s compliance with Podium’s obligations under this Section 3.1 as set forth in Section 2.3.5 of this DPA; and (e) upon receipt of written notice that Client reasonably believes Podium is using Personal Information in an unauthorized manner, take reasonable and appropriate steps to work with Client to remediate the allegedly unauthorized use, if necessary. Podium will notify Client in the event Podium determines it can no longer meet its obligations under the California Act.
3.2. Colorado, Connecticut, Utah, and Virginia. In addition to the general terms in Section 2 of this DPA, this Section 3.2 applies to the extent that Client is a Controller under the Colorado Act, Connecticut Act, Utah Act, or Virginia Act, and Podium Processes Personal Data subject to the Colorado Act, Connecticut Act, Utah Act, and/or Virginia Act in connection with its provision of the Services to Client. With respect to such Personal Data, Podium will: (a) Process such Personal Information as a Processor on Client’s behalf to provide the Services described in the Underlying Agreement or as otherwise permitted by the Colorado Act, Connecticut Act, Utah Act, or Virginia Act (as applicable); and (b) upon written notice, take reasonable and appropriate steps to make available to Client information to demonstrate Podium’s compliance with provisions of the Colorado Act, Connecticut Act, Utah Act, and/or Virginia Act applicable to Processors.
4. PODIUM SERVICE PARTNERS.
Client specifically authorizes Podium to engage sub-Processors/Service Providers from the agreed list of sub-Processors/Service Providers available at https://legal.podium.com/#servicepartners (“Podium Service Partner List”). In the event that Podium seeks to use additional sub-Processors/Service Providers and update the Podium Service Partner List, Podium will provide notice of such update to Client (which may be via email, an online posting or notification, or other reasonable means). Client may reasonably object to a change to the Podium Service Partner List on legitimate grounds within 30 days of notice of this change by emailing legal@podium.com. Notwithstanding the foregoing, Client acknowledges that Podium’s sub-Processors/Service Providers are essential to provide the Services and if Client objects to Podium’s use of a sub-Processor/Service Provider, then notwithstanding anything to the contrary in the Underlying Agreement (including this DPA), Podium will not be obligated to provide to Client the Services for which Podium uses that sub-Processor/Service Provider.
5. CONFLICTS.
To the extent there is a conflict or inconsistency between this DPA and the Underlying Agreement, this DPA will control.
Effective May 23rd 2023 to June 16th 2023
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Table of Contents
PODIUM DATA PROCESSING ADDENDUM
This Podium Data Processing Addendum (“DPA”) applies to the extent Podium Processes any Covered Data as Client’s Processor or Service Provider in connection with Podium’s provision of the Services to Client pursuant to the Podium Terms of Service or Master Services Agreement (as applicable, the “Underlying Agreement”).
1. DEFINITIONS.
1.1 “Applicable Data Privacy Law” means, as applicable to the Covered Data at issue, the Australian Privacy Act of 1988, Canadian Personal Information Protection and Electronic Documents Act, California Act, Colorado Act, Connecticut Act, Utah Act, Virginia Act, or Safeguards Rule, in each case together with its implementing regulations and as amended, superseded, or replaced from time to time.
1.2 “California Act” means the California Consumer Privacy Act, as amended by the California Privacy Rights Act.
1.3 “Colorado Act” means the Colorado Privacy Act.
1.4 “Connecticut Act” means the Connecticut Data Privacy Act.
1.5 “Covered Data” means any Personal Data, Personal Information, or Customer Information provided to Podium by Client or otherwise Processed by Podium in connection with Podium’s provision of the Services to Client pursuant to the Underlying Agreement.
1.6 “Customer Information” has the meaning set forth in the Safeguards Rule (16 C.F.R. § 314.2(d)).
1.7 “Financial Institution” has the meaning set forth in the Safeguards Rule (16 C.F.R. § 314.2(h)).
1.8 “Safeguards Rule” means the Federal Trade Commission’s Standards for Safeguarding Customer Information implemented under the Gramm-Leach-Bliley Act, codified at 16 C.F.R. § 314 et seq.
1.9 “Utah Act” means the Utah Consumer Privacy Act.
1.10 “Virginia Act” means the Virginia Consumer Data Protection Act.
In addition, “Business”, “Business Purpose”, “Consumer”, “Controller”, “Data Subject”, “Personal Data”, “Personal Information”, “Process”, “Processor”, “Sale”, “Share”, and “Service Provider” and their respective derivative terms as used in this DPA shall be interpreted in accordance with Applicable Data Privacy Laws. All other capitalized terms used in this DPA have the meanings ascribed to them in the Underlying Agreement.
2. GENERAL TERMS.
2.1 Processing Details. The parties acknowledge and agree that with respect to the Covered Data, Client is the Controller and Podium acts as a Processor or Service Provider for, and on behalf of, Client and conducts its Processing operations in accordance with Client’s instructions. Client hereby instructs Podium to Process Covered Data on Client’s behalf pursuant to this DPA and the Underlying Agreement. Notwithstanding anything to the contrary in this DPA, Podium may deidentify, aggregate, or anonymize all or portions of Covered Data so that it no longer constitutes Personal Data or Personal Information under Applicable Data Privacy Laws, at which point such data will no longer constitute Covered Data under this DPA.
2.2 Client's Obligations. Client determines the purposes for and means by which Covered Data is being or will be Processed, and the manner in which Covered Data is or will be Processed. Client represents and warrants that: (a) with respect to Covered Data, Client complies with data security and other obligations prescribed by Applicable Data Privacy Laws for Controllers/Businesses and Financial Institutions (if applicable), and the provision of Covered Data to Podium complies with all Applicable Data Privacy Laws; and (b) Client will provide notice to individuals and obtain all consents, rights, authorizations, or other lawful basis regarding Client’s Processing and sharing of Covered Data with Podium as required by applicable Law, including without limitation Applicable Data Privacy Laws. Client will promptly notify Podium of any Consumer or Data Subject request made pursuant to any Applicable Data Privacy Law with which Client must comply that requires Podium to take any action with respect to Covered Data being Processed, and will provide the information necessary for Podium to comply with such request.
2.3 Podium’s Obligations.
2.3.1 Unless otherwise permitted or required by applicable Law, Podium will Process Covered Data as a Processor or Service Provider in compliance with Client’s instructions in this DPA and the Underlying Agreement.
2.3.2 Podium will ensure that any person authorized to Process Covered Data under this DPA is bound by appropriate obligations of confidentiality.
2.3.3 Podium has developed and implemented, and will maintain, a comprehensive written information security program that contains administrative, technical, and physical safeguards that are appropriate to Podium’s size and complexity, the nature and scope of Podium’s activities, and the sensitivity of any Covered Data at issue, designed to protect the security and confidentiality of Covered Data, protect against any anticipated threats or hazards to the security or integrity of Covered Data, and protect against unauthorized access to or use of Covered Data that could result in substantial harm or inconvenience to any Consumer, Data Subject, or Customer (as such term is defined in the Safeguards Rule, 16 C.F.R. § 314.2(c)).
2.3.4 Taking into account the nature of the Processing and the information available to Podium, Podium will provide Client with reasonable cooperation and assistance to enable Client as a Business or Controller to fulfill Client’s binding obligations with respect to the Covered Data, if any, under Applicable Data Privacy Laws to: (a) respond to requests from Data Subjects or Consumers for the exercise of their rights; and (b) provide notification of a Covered Data breach (or analogous concept) as required under Applicable Data Privacy Law.
2.3.5 Upon Client’s written request no more than once per year, Podium will provide a copy of Podium’s then-current audit report to Client. Such audit report refers to an ISO 27001 certification or another industry standard audit that may be deemed appropriate by Podium which relates to Podium’s Processing of Covered Data and is conducted by an independent third-party auditor on at least an annual basis. The audit report will be deemed to be Podium’s Confidential Information.
2.3.6 Upon termination of the Underlying Agreement and receipt of Client’s written request, delete Covered Data in Podium’s possession, subject to any limitations described in the Underlying Agreement and unless applicable Law requires further storage.
3. U.S. STATE-SPECIFIC TERMS.
3.1. California. In addition to the general terms in Section 2 of this DPA, this Section 3.1 applies to the extent that Client is a Business under the California Act and Podium Processes Personal Information subject to the California Act in connection with its provision of the Services to Client. Podium will: (a) not Sell or Share such Personal Information, nor retain, use, or disclose such Personal Information for any purpose other than the Business Purposes specified in the Underlying Agreement, unless otherwise permitted by the California Act; (b) except to perform the specific Business Purposes or as otherwise permitted by the California Act, not combine such Personal Information with Personal Information received from or on behalf of another person or source; (c) otherwise comply with provisions of the California Act applicable to Service Providers, providing the same level of privacy protection required of Businesses by the California Act, and notify Client if Podium can no longer meet these obligations; (d) upon receipt of Client’s written request, take reasonable and appropriate steps to make available to Client information to demonstrate Podium’s compliance with provisions of the California Act applicable to Service Providers, and to allow Client to verify Podium’s compliance with Podium’s obligations under this Section 3.1 as set forth in Section 2.3.5 of this DPA; and (e) upon receipt of written notice that Client reasonably believes Podium is using Personal Information in an unauthorized manner, take reasonable and appropriate steps to work with Client to remediate the allegedly unauthorized use, if necessary. Podium will notify Client in the event Podium determines it can no longer meet its obligations under the California Act.
3.2. Colorado, Connecticut, Utah, and Virginia. In addition to the general terms in Section 2 of this DPA, this Section 3.2 applies to the extent that Client is a Controller under the Colorado Act, Connecticut Act, Utah Act, or Virginia Act, and Podium Processes Personal Data subject to the Colorado Act, Connecticut Act, Utah Act, and/or Virginia Act in connection with its provision of the Services to Client. With respect to such Personal Data, Podium will: (a) Process such Personal Information as a Processor on Client’s behalf to provide the Services described in the Underlying Agreement or as otherwise permitted by the Colorado Act, Connecticut Act, Utah Act, or Virginia Act (as applicable); and (b) upon written notice, take reasonable and appropriate steps to make available to Client information to demonstrate Podium’s compliance with provisions of the Colorado Act, Connecticut Act, Utah Act, and/or Virginia Act applicable to Processors.
5. PODIUM SERVICE PARTNERS.
Client specifically authorizes Podium to engage sub-Processors/Service Providers from the agreed list of sub-Processors/Service Providers available at https://legal.podium.com/#servicepartners (“Podium Service Partner List”). In the event that Podium seeks to use additional sub-Processors/Service Providers and update the Podium Service Partner List, Podium will provide notice of such update to Client (which may be via email, an online posting or notification, or other reasonable means). Client may reasonably object to a change to the Podium Service Partner List on legitimate grounds within 30 days of notice of this change by emailing legal@podium.com. Notwithstanding the foregoing, Client acknowledges that Podium’s sub-Processors/Service Providers are essential to provide the Services and if Client objects to Podium’s use of a sub-Processor/Service Provider, then notwithstanding anything to the contrary in the Underlying Agreement (including this DPA), Podium will not be obligated to provide to Client the Services for which Podium uses that sub-Processor/Service Provider.
6. CONFLICTS.
To the extent there is a conflict or inconsistency between this DPA and the Underlying Agreement, this DPA will control.
Effective May 23rd 2023 to May 23rd 2023
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Table of Contents
PODIUM DATA PROCESSING ADDENDUM
This Podium Data Processing Addendum (“DPA”) applies to the extent Podium Processes any Covered Data as Client’s Processor or Service Provider in connection with Podium’s provision of the Services to Client pursuant to the Podium Terms of Service or Master Services Agreement (as applicable, the “Underlying Agreement”).
1. DEFINITIONS.
1.1 “Applicable Data Privacy Law” means, as applicable to the Covered Data at issue, the Australian Privacy Act of 1988, Canadian Personal Information Protection and Electronic Documents Act, California Act, Colorado Act, Connecticut Act, Utah Act, Virginia Act, or Safeguards Rule, in each case together with its implementing regulations and as amended, superseded, or replaced from time to time.
1.2 “California Act” means the California Consumer Privacy Act, as amended by the California Privacy Rights Act.
1.3 “Colorado Act” means the Colorado Privacy Act.
1.4 “Connecticut Act” means the Connecticut Data Privacy Act.
1.5 “Covered Data” means any Personal Data, Personal Information, or Customer Information provided to Podium by Client or otherwise Processed by Podium in connection with Podium’s provision of the Services to Client pursuant to the Underlying Agreement.
1.6 “Customer Information” has the meaning set forth in the Safeguards Rule (16 C.F.R. § 314.2(d)).
1.7 “Financial Institution” has the meaning set forth in the Safeguards Rule (16 C.F.R. § 314.2(h)).
1.8 “Safeguards Rule” means the Federal Trade Commission’s Standards for Safeguarding Customer Information implemented under the Gramm-Leach-Bliley Act, codified at 16 C.F.R. § 314 et seq.
1.9 “Utah Act” means the Utah Consumer Privacy Act.
1.10 “Virginia Act” means the Virginia Consumer Data Protection Act.
In addition, “Business”, “Business Purpose”, “Consumer”, “Controller”, “Data Subject”, “Personal Data”, “Personal Information”, “Process”, “Processor”, “Sale”, “Share”, and “Service Provider” and their respective derivative terms as used in this DPA shall be interpreted in accordance with Applicable Data Privacy Laws. All other capitalized terms used in this DPA have the meanings ascribed to them in the Underlying Agreement.
2. GENERAL TERMS.
2.1 Processing Details. The parties acknowledge and agree that with respect to the Covered Data, Client is the Controller and Podium acts as a Processor or Service Provider for, and on behalf of, Client and conducts its Processing operations in accordance with Client’s instructions. Client hereby instructs Podium to Process Covered Data on Client’s behalf pursuant to this DPA and the Underlying Agreement. Notwithstanding anything to the contrary in this DPA, Podium may deidentify, aggregate, or anonymize all or portions of Covered Data so that it no longer constitutes Personal Data or Personal Information under Applicable Data Privacy Laws, at which point such data will no longer constitute Covered Data under this DPA.
2.2 Client's Obligations. Client determines the purposes for and means by which Covered Data is being or will be Processed, and the manner in which Covered Data is or will be Processed. Client represents and warrants that: (a) with respect to Covered Data, Client complies with data security and other obligations prescribed by Applicable Data Privacy Laws for Controllers/Businesses and Financial Institutions (if applicable), and the provision of Covered Data to Podium complies with all Applicable Data Privacy Laws; and (b) Client will provide notice to individuals and obtain all consents, rights, authorizations, or other lawful basis regarding Client’s Processing and sharing of Covered Data with Podium as required by applicable Law, including without limitation Applicable Data Privacy Laws. Client will promptly notify Podium of any Consumer or Data Subject request made pursuant to any Applicable Data Privacy Law with which Client must comply that requires Podium to take any action with respect to Covered Data being Processed, and will provide the information necessary for Podium to comply with such request.
2.3 Podium’s Obligations.
2.3.1 Unless otherwise permitted or required by applicable Law, Podium will Process Covered Data as a Processor or Service Provider in compliance with Client’s instructions in this DPA and the Underlying Agreement.
2.3.2 Podium will ensure that any person authorized to Process Covered Data under this DPA is bound by appropriate obligations of confidentiality.
2.3.3 Podium has developed and implemented, and will maintain, a comprehensive written information security program that contains administrative, technical, and physical safeguards that are appropriate to Podium’s size and complexity, the nature and scope of Podium’s activities, and the sensitivity of any Covered Data at issue, designed to protect the security and confidentiality of Covered Data, protect against any anticipated threats or hazards to the security or integrity of Covered Data, and protect against unauthorized access to or use of Covered Data that could result in substantial harm or inconvenience to any Consumer, Data Subject, or Customer (as such term is defined in the Safeguards Rule, 16 C.F.R. § 314.2(c)).
2.3.4 Taking into account the nature of the Processing and the information available to Podium, Podium will provide Client with reasonable cooperation and assistance to enable Client as a Business or Controller to fulfill Client’s binding obligations with respect to the Covered Data, if any, under Applicable Data Privacy Laws to: (a) respond to requests from Data Subjects or Consumers for the exercise of their rights; and (b) provide notification of a Covered Data breach (or analogous concept) as required under Applicable Data Privacy Law.
2.3.5 Upon Client’s written request no more than once per year, Podium will provide a copy of Podium’s then-current audit report to Client. Such audit report refers to an ISO 27001 certification or another industry standard audit that may be deemed appropriate by Podium which relates to Podium’s Processing of Covered Data and is conducted by an independent third-party auditor on at least an annual basis. The audit report will be deemed to be Podium’s Confidential Information.
2.3.6 Upon termination of the Underlying Agreement and receipt of Client’s written request, delete Covered Data in Podium’s possession, subject to any limitations described in the Underlying Agreement and unless applicable Law requires further storage.
3. U.S. STATE-SPECIFIC TERMS.
3.1. California. In addition to the general terms in Section 2 of this DPA, this Section 3.1 applies to the extent that Client is a Business under the California Act and Podium Processes Personal Information subject to the California Act in connection with its provision of the Services to Client. Podium will: (a) not Sell or Share such Personal Information, nor retain, use, or disclose such Personal Information for any purpose other than the Business Purposes specified in the Underlying Agreement, unless otherwise permitted by the California Act; (b) except to perform the specific Business Purposes or as otherwise permitted by the California Act, not combine such Personal Information with Personal Information received from or on behalf of another person or source; (c) otherwise comply with provisions of the California Act applicable to Service Providers, providing the same level of privacy protection required of Businesses by the California Act, and notify Client if Podium can no longer meet these obligations; (d) upon receipt of Client’s written request, take reasonable and appropriate steps to make available to Client information to demonstrate Podium’s compliance with provisions of the California Act applicable to Service Providers, and to allow Client to verify Podium’s compliance with Podium’s obligations under this Section 3.1 as set forth in Section 2.3.5 of this DPA; and (e) upon receipt of written notice that Client reasonably believes Podium is using Personal Information in an unauthorized manner, take reasonable and appropriate steps to work with Client to remediate the allegedly unauthorized use, if necessary. Podium will notify Client in the event Podium determines it can no longer meet its obligations under the California Act.
3.2. Colorado, Connecticut, Utah, and Virginia. In addition to the general terms in Section 2 of this DPA, this Section 3.2 applies to the extent that Client is a Controller under the Colorado Act, Connecticut Act, Utah Act, or Virginia Act, and Podium Processes Personal Data subject to the Colorado Act, Connecticut Act, Utah Act, and/or Virginia Act in connection with its provision of the Services to Client. With respect to such Personal Data, Podium will: (a) Process such Personal Information as a Processor on Client’s behalf to provide the Services described in the Underlying Agreement or as otherwise permitted by the Colorado Act, Connecticut Act, Utah Act, or Virginia Act (as applicable); and (b) upon written notice, take reasonable and appropriate steps to make available to Client information to demonstrate Podium’s compliance with provisions of the Colorado Act, Connecticut Act, Utah Act, and/or Virginia Act applicable to Processors.
5. PODIUM SERVICE PARTNERS.
Client specifically authorizes Podium to engage sub-Processors/Service Providers from the agreed list of sub-Processors/Service Providers available at legal.podium.com/#servicepartners (“Podium Service Partner List”). In the event that Podium seeks to use additional sub-Processors/Service Providers and update the Podium Service Partner List, Podium will provide notice of such update to Client (which may be via email, an online posting or notification, or other reasonable means). Client may reasonably object to a change to the Podium Service Partner List on legitimate grounds within 30 days of notice of this change by emailing legal@podium.com. Notwithstanding the foregoing, Client acknowledges that Podium’s sub-Processors/Service Providers are essential to provide the Services and if Client objects to Podium’s use of a sub-Processor/Service Provider, then notwithstanding anything to the contrary in the Underlying Agreement (including this DPA), Podium will not be obligated to provide to Client the Services for which Podium uses that sub-Processor/Service Provider.
6. CONFLICTS.
To the extent there is a conflict or inconsistency between this DPA and the Underlying Agreement, this DPA will control.
Financial Hardship Policy (AUS)
Version
Effective March 26th 2024
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Table of Contents
Financial Hardship Policy (AUS)*
* Applicable to Podium Phones clients in Australia ONLY
Purpose. At Podium, we understand that our clients in Australia may experience unexpected financial difficulties that can affect their ability to meet their telecommunications service obligations. We are committed to helping our Australian clients facing such circumstances by providing support and assistance. This Financial Hardship Policy (this “Policy”) outlines our commitment to and process for assisting clients facing financial hardship.
Eligibility. Our Australian clients experiencing genuine financial hardship may be eligible for assistance under this Policy. Financial hardship is generally defined as a situation where a client is unable to meet their financial obligations owed, under their contract for services or otherwise, due to factors such as natural disasters, illness, disability, or other significant changes in circumstances. Any help we can give will depend on each client’s individual circumstances, and we provide help on a case-by-case basis.
Options for Support and Assistance. Under this Policy, and depending on your specific circumstances, we may make available to you certain options to assist in managing your financial hardship as it relates to your telecommunications services. These options may include following:
Options to keep you connected:
Restrictions on or reductions in service. For clients facing financial hardship, we may offer to restrict or reduce the services you receive to help you manage your financial obligations to Podium.
Options for suitable financial arrangements:
Temporary postponement or deferral of payment: we may consider offering a temporary postponement or deferral of payments for clients facing financial hardship.
Waiver of Late Fees: We may consider waiving late payment fees for clients experiencing financial hardship.
Discounting or waiving certain fees: In certain circumstances, we may consider discounting or waiving certain fees owed to Podium to support clients facing financial hardship.
Flexible Payment Plans: clients in financial hardship may request a flexible payment plan to help manage their outstanding balances. These plans may include extended payment terms or reduced monthly payments.
Application Process. Clients seeking assistance under this Policy should follow these steps:
Contact Us: For more information or to request assistance under this Financial Hardship Policy, please contact our Customer Support team at: support@podium.com. Our Support team is available during the following hours: 8:30am to 5:00pm, Monday through Friday.
Provide Information/Documentation. Because we assess each request for financial hardship assistance based on the client’s individual circumstances, clients may be required to provide documentation to support their hardship claim. This may include proof of current financial circumstances, income details, medical certificates, or other relevant documents, such as information indicating how long you think the financial hardship will continue. If you are unable to provide the requisition information or documentation, we may not be able to complete an assessment of your request. Additionally, the provision of any false or incomplete information or documentation to us may result in the cancelling of the assessment or of any hardship arrangements. All information provided by clients during the financial hardship assessment process will be treated as confidential in accordance with our Terms and Conditions.
Assessment. We will assess each client's situation on a case-by-case basis to determine eligibility for assistance and develop a suitable plan. This assessment may include consideration of information and documentation you provide to us, review of your service usage level, and other information available to us which we deem relevant to your circumstances. After our assessment, we will let you know of our decision, including the details of an arrangement we think is best suited to your circumstances, as soon as reasonably possible, but in no event longer than five (5) working days, following our receipt of all final requested information and documentation in support of your claim. If we need more information during our assessment, we will let you know what information we need and why.
Review and Appeals. If we are unable to reach an outcome that you think is reasonable, you can request a review of the decisions made under this Policy by submitting an email to support@podium.com, detailing the reasons for your appeal.
Additional Resources. If you are facing financial hardship and need additional support beyond what Podium may provide under this Policy, there are a number of organisations that offer financial counselling for free. For example, you can contact the National Debt Helpline by calling 1800 007 007 or by visiting www.ndh.org.au.
Policy Updates. This Policy will be reviewed periodically to ensure its effectiveness and compliance with relevant regulations. Any updates or changes to the Policy will be communicated to clients in a timely manner.
Effective March 26th 2024 to March 26th 2024
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Table of Contents
Financial Hardship Policy (AUS)*
* Applicable to Podium Phones clients in Australia ONLY
Purpose. At Podium, we understand that our clients in Australia may experience unexpected financial difficulties that can affect their ability to meet their telecommunications service obligations. We are committed to helping our Australian clients facing such circumstances by providing support and assistance. This Financial Hardship Policy (this “Policy”) outlines our commitment to and process for assisting clients facing financial hardship.
Eligibility. Our Australian clients experiencing genuine financial hardship may be eligible for assistance under this Policy. Financial hardship is generally defined as a situation where a client is unable to meet their financial obligations owed, under their contract for services or otherwise, due to factors such as natural disasters, illness, disability, or other significant changes in circumstances. Any help we can give will depend on each client’s individual circumstances, and we provide help on a case-by-case basis.
Options for Support and Assistance. Under this Policy, and depending on your specific circumstances, we may make available to you certain options to assist in managing your financial hardship as it relates to your telecommunications services. These options may include following:
Options to keep you connected:
Restrictions on or reductions in service. For clients facing financial hardship, we may offer to restrict or reduce the services you receive to help you manage your financial obligations to Podium.
Options for suitable financial arrangements:
Temporary postponement or deferral of payment: we may consider offering a temporary postponement or deferral of payments for clients facing financial hardship.
Waiver of Late Fees: We may consider waiving late payment fees for clients experiencing financial hardship.
Discounting or waiving certain fees: In certain circumstances, we may consider discounting or waiving certain fees owed to Podium to support clients facing financial hardship.
Flexible Payment Plans: clients in financial hardship may request a flexible payment plan to help manage their outstanding balances. These plans may include extended payment terms or reduced monthly payments.
Application Process. Clients seeking assistance under this Policy should follow these steps:
Contact Us: For more information or to request assistance under this Financial Hardship Policy, please contact our Customer Support team at: support@podium.com. Our Support team is available during the following hours: 8:30am to 5:00pm, Monday through Friday.
Provide Information/Documentation. Because we assess each request for financial hardship assistance based on the client’s individual circumstances, clients may be required to provide documentation to support their hardship claim. This may include proof of current financial circumstances, income details, medical certificates, or other relevant documents, such as information indicating how long you think the financial hardship will continue. If you are unable to provide the requisition information or documentation, we may not be able to complete an assessment of your request. Additionally, the provision of any false or incomplete information or documentation to us may result in the cancelling of the assessment or of any hardship arrangements. All information provided by clients during the financial hardship assessment process will be treated as confidential in accordance with our Terms and Conditions.
Assessment. We will assess each client's situation on a case-by-case basis to determine eligibility for assistance and develop a suitable plan. This assessment may include consideration of information and documentation you provide to us, review of your service usage level, and other information available to us which we deem relevant to your circumstances. After our assessment, we will let you know of our decision, including the details of an arrangement we think is best suited to your circumstances, as soon as reasonably possible, but in no event longer than five (5) working days, following our receipt of all final requested information and documentation in support of your claim. If we need more information during our assessment, we will let you know what information we need and why.
Review and Appeals. If we are unable to reach an outcome that you think is reasonable, you can request a review of the decisions made under this Policy by submitting an email to support@podium.com, detailing the reasons for your appeal.
Additional Resources. If you are facing financial hardship and need additional support beyond what Podium may provide under this Policy, there are a number of organisations that offer financial counselling for free. For example, you can contact the National Debt Helpline by calling 1800 007 007 or by visiting www.ndh.org.au.
Policy Updates. This Policy will be reviewed periodically to ensure its effectiveness and compliance with relevant regulations. Any updates or changes to the Policy will be communicated to clients in a timely manner.
Effective Date: April 1, 2024
Podium Phones 9-1-1 Disclosures
Version
Effective April 23rd 2025
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Table of Contents
PODIUM PHONES 9-1-1 DISCLOSURES
Podium Phones (“Phones”) is a voice over internet protocol (“VoIP”) phone system integrated with Podium software to support communication with Client’s Customers. Podium wants to make sure that you are aware of important differences in the way 9-1-1 service operates with Phones when compared with traditional telephone service. Here is what you need to keep in mind:
Differences between traditional 9-1-1 service and VoIP phone 9-1-1
With traditional telephone services, your 9-1-1 call is sent directly to the nearest emergency response center. With Phones, your 9-1-1 call is forwarded to a third-party service provider that will automatically or manually route your call to the emergency response center.
Remember to provide your location
Because you can move a VoIP phone between locations and because, for technical reasons, an emergency operator may not have your name, location, or contact information available, you must immediately inform an emergency operator of your location and contact particulars any time you call 9-1-1. Do not risk sending police or ambulance services to the wrong location.
Be prepared during any service interruption
Phones depends not only on your continued subscription (and payment) for the service, but also on Internet connectivity and power to function. In the event of power, network, or Internet outages (including congestion), or if your Phones service is disconnected or suspended due to non-payment, you may experience a failure, disruption, or delay in your 9-1-1 service. We recommend that you keep an alternative telephone service (such as a cellular telephone) handy to increase the reliability of your access to emergency services during any service interruption.
Do not disconnect
Until you are told to do so by an emergency dispatcher, do not disconnect your 9-1-1 call. If you are inadvertently disconnected, call back immediately.
Keep your service address up to date
Podium will attempt to provide the emergency operator with your service address, so please ensure that your information on file with us is always accurate and updated. If you do not update your information and are unable to provide your correct address while speaking to an emergency operator (for example, if you are unable to speak during a 9-1-1 call), the emergency operator may assume that you are calling from the last registered address.
Inform other users
You must notify other potential users of your Phones service of the nature and limitations of 9-1-1 emergency calls.
Limitations of liability
The Podium Phones Service Terms (currently available at https://legal.podium.com/#voicetos) limit and disclaim liability related to 9-1- 1 services, so please read these carefully.
Neither Podium nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold Podium harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services. Podium disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Client to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Podium from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.
For additional details about Phones and 9-1-1 service, please see the Podium Phones Service Terms.
DIVULGATIONS CONNEXES AUX APPELS D’URGENCE 9-1-1 AVEC PODIUM PHONES
Podium Phones (« Phones ») est une téléphonie sur Internet Protocol (IP), aussi appelée téléphonie IP.. En plus, Phones est intégré au logiciel Podium, conçu pour faciliter la communication avec les clients de votre entreprise. Podium souhaite vous informer des différences importantes entre les services 9-1-1 via Phones et les services téléphoniques traditionnels. Voici ce qu'il faut retenir :
Différences entre le service 9-1-1 traditionnel et le service 9-1-1 via la téléphonie IP
Avec les services téléphoniques traditionnels, votre appel au 9-1-1 est directement transmis au centre d'appels d’urgence le plus proche. Avec Phones, votre appel est transféré vers un fournisseur tiers qui le redirige automatiquement ou manuellement vers le centre d'appels d’urgence.
N'oubliez pas de fournir votre localisation
Étant donné qu’une téléphonie IP peut être déplacé d’un endroit à un autre et qu’un opérateur d’urgence peut ne pas avoir accès à votre nom, votre localisation ou vos coordonnées pour des raisons techniques, vous devez immédiatement fournir ces informations à l’opérateur lorsque vous appelez le 9-1-1. Évitez d’envoyer la police, les pompiers ou l’ambulance à la mauvaise adresse.
Soyez prêt à faire face aux interruptions de service
Le bon fonctionnement de Phones dépend non seulement de votre abonnement continu et des paiements associés, mais également de votre connexion Internet et de l’alimentation électrique. En cas de panne de courant, de réseau ou d’Internet (y compris en cas de congestion), ou si votre service Phones est suspendu ou déconnecté pour non-paiement, vous pourriez subir une défaillance, une interruption ou un retard dans l’accès au service 9-1-1. Nous vous recommandons de garder à portée de main un service téléphonique alternatif, comme un téléphone portable, afin d'améliorer la fiabilité de votre accès aux services d’urgence en cas d’interruption de service.
Ne raccrocher pas
Ne raccrochez pas votre appel au 9-1-1 avant que l’opérateur d’urgence ne vous le dise. Si vous êtes déconnecté accidentellement, rappelez immédiatement.
Garder votre adresse de service à jour
Podium tentera de fournir l’adresse de service à l’opérateur d’urgence. Veuillez donc vous assurer que les informations que vous nous avez fournies sont toujours exactes et à jour. Si vous ne mettez pas à jour vos informations et que vous ne parvenez pas à fournir votre adresse correcte à l'opérateur d'urgence (par exemple, si vous êtes dans incapable de parler lors d'un appel au 9-1-1), l’opérateur pourrait supposer que vous appelez depuis la dernière adresse enregistrée.
Informer les autres utilisateurs
Vous devez informer les autres utilisateurs potentiels de Phones de la nature et des limites des appels d’urgence 9-1-1.
Limitations de responsabilité
Les Podium Phones Service Terms (disponibles à l’adresse https://legal.podium.com/#voicetos) limitent et excluent la responsabilité liée aux services 9-1-1. Veuillez les lire attentivement.
Ni Podium ni ses représentants ne pourront être tenus responsables, selon une quelconque théorie juridique ou équitable, de toute réclamation, dommage ou perte (et vous devez indemniser Podium pour toute réclamation de ce type) liée à l’impossibilité d’utiliser les services pour contacter les services d’urgence. Podium décline toute responsabilité concernant le comportement des centres d’appels, des tiers engagés par le Client pour mettre à jour les adresses, ou de tout autre tiers impliqué dans la prestation de services d’urgence. Dans les limites autorisées par la loi applicable, vous libérez, déchargez et tenez Podium indemne de toute responsabilité liée à ou résultant d’actes ou d’omissions de ces tiers ou d'autres parties impliquées dans le traitement ou la réponse à une urgence ou à un appel d’urgence.
Pour plus d’informations sur Phones et le service 9-1-1, veuillez consulter les Podium Phones Service Terms.
Effective April 21st 2025 to April 23rd 2025
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Table of Contents
PODIUM PHONES 9-1-1 DISCLOSURES
Podium Phones (“Phones”) is a voice over internet protocol (“VoIP”) phone system integrated with Podium software to support communication with Client’s Customers. Podium wants to make sure that you are aware of important differences in the way 9-1-1 service operates with Phones when compared with traditional telephone service. Here is what you need to keep in mind:
Differences between traditional 9-1-1 service and VoIP phone 9-1-1
With traditional telephone services, your 9-1-1 call is sent directly to the nearest emergency response center. With Phones, your 9-1-1 call is forwarded to a third-party service provider that will automatically or manually route your call to the emergency response center.
Remember to provide your location
Because you can move a VoIP phone between locations and because, for technical reasons, an emergency operator may not have your name, location, or contact information available, you must immediately inform an emergency operator of your location and contact particulars any time you call 9-1-1. Do not risk sending police or ambulance services to the wrong location.
Be prepared during any service interruption
Phones depends not only on your continued subscription (and payment) for the service, but also on Internet connectivity and power to function. In the event of power, network, or Internet outages (including congestion), or if your Phones service is disconnected or suspended due to non-payment, you may experience a failure, disruption, or delay in your 9-1-1 service. We recommend that you keep an alternative telephone service (such as a cellular telephone) handy to increase the reliability of your access to emergency services during any service interruption.
Do not disconnect
Until you are told to do so by an emergency dispatcher, do not disconnect your 9-1-1 call. If you are inadvertently disconnected, call back immediately.
Keep your service address up to date
Podium will attempt to provide the emergency operator with your service address, so please ensure that your information on file with us is always accurate and updated. If you do not update your information and are unable to provide your correct address while speaking to an emergency operator (for example, if you are unable to speak during a 9-1-1 call), the emergency operator may assume that you are calling from the last registered address.
Inform other users
You must notify other potential users of your Phones service of the nature and limitations of 9-1-1 emergency calls.
Limitations of liability
The Podium Phones Service Terms (currently available at https://legal.podium.com/#voicetos) limit and disclaim liability related to 9-1- 1 services, so please read these carefully.
Neither Podium nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold Podium harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services. Podium disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Client to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Podium from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.
For additional details about Phones and 9-1-1 service, please see the Podium Phones Service Terms.
Effective April 16th 2025 to April 21st 2025
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Table of Contents
PODIUM PHONES 9-1-1 DISCLOSURES
Podium Phones (“Phones”) is a voice over internet protocol (“VoIP”) phone system integrated with Podium software to support communication with Client’s Customers. Podium wants to make sure that you are aware of important differences in the way 9-1-1 service operates with Phones when compared with traditional telephone service. Here is what you need to keep in mind:
Differences between traditional 9-1-1 service and VoIP phone 9-1-1
With traditional telephone services, your 9-1-1 call is sent directly to the nearest emergency response center. With Phones, your 9-1-1 call is forwarded to a third-party service provider that will automatically or manually route your call to the emergency response center.
Remember to provide your location
Because you can move a VoIP phone between locations and because, for technical reasons, an emergency operator may not have your name, location, or contact information available, you must immediately inform an emergency operator of your location and contact particulars any time you call 9-1-1. Do not risk sending police or ambulance services to the wrong location.
Be prepared during any service interruption
Phones depends not only on your continued subscription (and payment) for the service, but also on Internet connectivity and power to function. In the event of power, network, or Internet outages (including congestion), or if your Phones service is disconnected or suspended due to non-payment, you may experience a failure, disruption, or delay in your 9-1-1 service. We recommend that you keep an alternative telephone service (such as a cellular telephone) handy to increase the reliability of your access to emergency services during any service interruption.
Do not disconnect
Until you are told to do so by an emergency dispatcher, do not disconnect your 9-1-1 call. If you are inadvertently disconnected, call back immediately.
Keep your service address up to date
Podium will attempt to provide the emergency operator with your service address, so please ensure that your information on file with us is always accurate and updated. If you do not update your information and are unable to provide your correct address while speaking to an emergency operator (for example, if you are unable to speak during a 9-1-1 call), the emergency operator may assume that you are calling from the last registered address.
Inform other users
You must notify other potential users of your Phones service of the nature and limitations of 9-1-1 emergency calls.
Limitations of liability
The Podium Phones Service Terms (currently available at https://legal.podium.com/#voicetos) limit and disclaim liability related to 9-1- 1 services, so please read these carefully.
Neither Podium nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold Podium harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services. Podium disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Client to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Podium from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.
For additional details about Phones and 9-1-1 service, please see the Podium Phones Service Terms.
Effective April 16th 2025 to April 16th 2025
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Table of Contents
PODIUM PHONES 9-1-1 DISCLOSURES
Podium Phones (“Phones”) is a voice over internet protocol (“VoIP”) phone system integrated with Podium software to support communication with Client’s Customers. Podium wants to make sure that you are aware of important differences in the way 9-1-1 service operates with Phones when compared with traditional telephone service. Here is what you need to keep in mind:
Differences between traditional 9-1-1 service and VoIP phone 9-1-1
With traditional telephone services, your 9-1-1 call is sent directly to the nearest emergency response center. With Phones, your 9-1-1 call is forwarded to a third-party service provider that will automatically or manually route your call to the emergency response center.
Remember to provide your location
Because you can move a VoIP phone between locations and because, for technical reasons, an emergency operator may not have your name, location, or contact information available, you must immediately inform an emergency operator of your location and contact particulars any time you call 9-1-1. Do not risk sending police or ambulance services to the wrong location.
Be prepared during any service interruption
Phones depends not only on your continued subscription (and payment) for the service, but also on Internet connectivity and power to function. In the event of power, network, or Internet outages (including congestion), or if your Phones service is disconnected or suspended due to non-payment, you may experience a failure, disruption, or delay in your 9-1-1 service. We recommend that you keep an alternative telephone service (such as a cellular telephone) handy to increase the reliability of your access to emergency services during any service interruption.
Do not disconnect
Until you are told to do so by an emergency dispatcher, do not disconnect your 9-1-1 call. If you are inadvertently disconnected, call back immediately.
Keep your service address up to date
Podium will attempt to provide the emergency operator with your service address, so please ensure that your information on file with us is always accurate and updated. If you do not update your information and are unable to provide your correct address while speaking to an emergency operator (for example, if you are unable to speak during a 9-1-1 call), the emergency operator may assume that you are calling from the last registered address.
Inform other users
You must notify other potential users of your Phones service of the nature and limitations of 9-1-1 emergency calls.
Limitations of liability
The Podium Phones Service Terms (currently available at https://legal.podium.com/#voicetos) limit and disclaim liability related to 9-1- 1 services, so please read these carefully.
Neither Podium nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold Podium harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services. Podium disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Client to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Podium from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.
For additional details about Phones and 9-1-1 service, please see the Podium Phones Service Terms.
Messaging Terms and Conditions
Version
Effective June 4th 2026
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Table of Contents
PODIUM MESSAGING TERMS AND CONDITIONS
BY OPTING IN (AS DEFINED BELOW) TO RECEIVE MESSAGES FROM PODIUM CORPORATION, INC. (“PODIUM”), YOU ACCEPT THESE MESSAGING TERMS & CONDITIONS (“TERMS”) AND AGREE TO RESOLVE DISPUTES WITH PODIUM THROUGH BINDING ARBITRATION (AND WITH LIMITED EXCEPTIONS, NOT IN COURT), AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS, ALL AS DETAILED IN THE SECTION 5 (DISPUTES) BELOW.
These Terms apply to text messages (SMS and RCS, referred to as "messages" herein) between you and Podium; they do not apply to any communications between you and any Podium customers using the Podium services.
1. MESSAGE PROGRAMS.
Podium sends different types of messages for different purposes. If you elect to receive marketing messages from Podium, such messages may include offers, promotions, updates, alerts, and other marketing communications related to Podium's products and services.
Podium also sends operational messages to Podium account holders, such as authentication requests and account alerts. If your business location has enrolled in Podium Operator - Podium's AI-powered business assistant that communicates directly with business staff via messaging - you may receive proactive business updates, operational alerts, and on-demand report messages.
2. OPTING IN.
By signing up for or otherwise consenting to receive messages from Podium (“opt-in”):
You authorize Podium to use automated and/or non-automated technology to send marketing and other messages, including AI-generated content, to the phone number associated with your opt-in (i.e., the number listed on the opt-in form or instructions, the number from which you send your opt-in, or the number tied to the Podium account associated with your opt-in);
You acknowledge your consent to receive messages from Podium is not a condition of purchase;
You agree you are signing your opt-in; and
You confirm you are the subscriber to the phone number associated with your opt-in.
Generally, Podium’s message marketing campaigns will not exceed 10 messages per month. However, the number of marketing messages and frequency with which you receive marketing messages from Podium may vary. If your business has enrolled in Podium Operator, the number of Podium Operator messages you may receive varies by the configurations of your business.
Message and data rates may apply. If you have any questions about your messaging or data plan, contact your wireless provider. Use of Podium's Webchat communications tool is subject to Podium’s Acceptable Use Policy, which may be updated by Podium from time to time.
3. OPTING OUT.
You may opt out of receiving messages from Podium at any time. To stop receiving marketing messages from Podium, reply “REMOVE” to any Podium marketing message you receive. If you unsubscribe from Podium marketing messages and wish to resubscribe, reply “JOIN.”
To stop receiving all messages from Podium, including Podium Operator and any other operational or transactional messages, reply “STOP” to any message you receive from Podium. If you unsubscribe from all Podium messages and wish to resubscribe, reply “START.”
4. PRIVACY.
Data obtained from you in connection with messages between you and Podium includes your phone number, your carrier, the date, time, and content of your messages, and other information you provide to Podium via message. You consent to the processing of the information we obtain in accordance with our Privacy Policy.
5. DISPUTES.
5.1 Generally. In the interest of resolving disputes between you and Podium in the most expedient and cost effective manner, and except as described in Sections 5.2 and 5.3, you and Podium agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND PODIUM ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
5.2 Exceptions. Despite the provisions of Section 5.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
5.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 5 within 30 days after the date that you agree to these Terms by sending a letter or email that specifies: your full legal name, the phone number(s) you use to send messages to and receive messages from Podium, and a statement that you wish to opt out of arbitration, to Podium Corporation, Inc., Attention: Legal Department – Arbitration Opt-Out, 1650 W. Digital Dr., Lehi, UT 84043 or legal@podium.com.
5.4 Arbitrator. Any arbitration between you and Podium will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Podium. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
5.5 Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Podium’s address for Notice of Arbitration is: Podium Corporation, Inc., 1650 W. Digital Dr., Lehi, UT 84043, USA, with a mandatory copy to Legal@podium.com. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Podium may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Podium must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Podium in settlement of the dispute prior to the award, Podium will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $5,000.
5.6 Fees. If you commence arbitration in accordance with these Terms, Podium will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Salt Lake City, Utah, but if the claim is for $10,000 or less or you are located in Australia, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator or (b) through a non-appearance based telephone hearing. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Podium for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
5.7 No Class Actions. YOU AND PODIUM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Podium agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
5.8 Enforceability. If Section 5.7 or the entirety of this Section 5 is found to be unenforceable, or if Podium receives an opt-out notice from you, then the entirety of this Section 5 will be null and void and, in that case, the exclusive jurisdiction and venue for any action arising out of or related to any message between you and Podium or these Terms will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, or you are located in Australia, the courts of Victoria, Australia.
6. CONTACT US.
For additional information, reply HELP to any Podium message you receive or call 1-833-276-3486.
Effective May 15th 2026 to June 4th 2026
Download
Table of Contents
PODIUM MESSAGING TERMS AND CONDITIONS
BY OPTING IN (AS DEFINED BELOW) TO RECEIVE MESSAGES FROM PODIUM CORPORATION, INC. (“PODIUM”), YOU ACCEPT THESE MESSAGING TERMS & CONDITIONS (“TERMS”) AND AGREE TO RESOLVE DISPUTES WITH PODIUM THROUGH BINDING ARBITRATION (AND WITH LIMITED EXCEPTIONS, NOT IN COURT), AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS, ALL AS DETAILED IN THE SECTION 4 (DISPUTES) BELOW.
These Terms apply to text messages (SMS and RCS, referred to as "messages" herein) between you and Podium; they do not apply to any communications between you and any Podium customers using the Podium services.
1. OPTING IN.
By signing up for or otherwise consenting to receive messages from Podium (“opt-in”):
You authorize Podium to use automated and/or non-automated technology to send marketing and other messages, including AI-generated content, to the phone number associated with your opt-in (i.e., the number listed on the opt-in form or instructions, the number from which you send your opt-in, or the number tied to the Podium account associated with your opt-in);
You acknowledge your consent to receive messages from Podium is not a condition of purchase;
You agree you are signing your opt-in; and
You confirm you are the subscriber to the phone number associated with your opt-in.
Generally, Podium’s message marketing campaigns will not exceed 10 messages per month. However, the number of messages and frequency with which you receive messages from Podium may vary. Message and data rates may apply. If you have any questions about your messaging or data plan, contact your wireless provider. Use of Podium's Webchat communications tool is subject to Podium’s Acceptable Use Policy, which may be updated by Podium from time to time.
2. OPTING OUT.
You may opt out of receiving messages from Podium at any time. To stop receiving marketing messages from Podium, reply “REMOVE” to any Podium marketing message you receive. If you unsubscribe from Podium marketing messages and wish to resubscribe, reply “JOIN.”
To stop receiving all messages from Podium, including transactional messages, reply “STOP” to any message you receive from Podium. If you unsubscribe from all Podium messages and wish to resubscribe, reply “START.”
3. PRIVACY.
Data obtained from you in connection with messages between you and Podium includes your phone number, your carrier, the date, time, and content of your messages, and other information you provide to Podium via message. You consent to the processing of the information we obtain in accordance with our Privacy Policy.
4. DISPUTES.
4.1 Generally. In the interest of resolving disputes between you and Podium in the most expedient and cost effective manner, and except as described in Sections 4.2 and 4.3, you and Podium agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND PODIUM ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
4.2 Exceptions. Despite the provisions of Section 4.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
4.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 4 within 30 days after the date that you agree to these Terms by sending a letter or email that specifies: your full legal name, the phone number(s) you use to send messages to and receive messages from Podium, and a statement that you wish to opt out of arbitration, to Podium Corporation, Inc., Attention: Legal Department – Arbitration Opt-Out, 1650 W. Digital Dr., Lehi, UT 84043 or legal@podium.com.
4.4 Arbitrator. Any arbitration between you and Podium will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Podium. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
4.5 Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Podium’s address for Notice of Arbitration is: Podium Corporation, Inc., 1650 W. Digital Dr., Lehi, UT 84043, USA, with a mandatory copy to Legal@podium.com. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Podium may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Podium must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Podium in settlement of the dispute prior to the award, Podium will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $5,000.
4.6 Fees. If you commence arbitration in accordance with these Terms, Podium will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Salt Lake City, Utah, but if the claim is for $10,000 or less or you are located in Australia, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator or (b) through a non-appearance based telephone hearing. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Podium for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
4.7 No Class Actions. YOU AND PODIUM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Podium agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
4.8 Enforceability. If Section 4.7 or the entirety of this Section 4 is found to be unenforceable, or if Podium receives an opt-out notice from you, then the entirety of this Section 4 will be null and void and, in that case, the exclusive jurisdiction and venue for any action arising out of or related to any message between you and Podium or these Terms will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, or you are located in Australia, the courts of Victoria, Australia.
5. CONTACT US.
For additional information, reply HELP to any Podium message you receive or call 1-833-276-3486.
Effective May 15th 2026 to May 15th 2026
Download
Table of Contents
PODIUM MESSAGING TERMS AND CONDITIONS
BY OPTING IN (AS DEFINED BELOW) TO RECEIVE MESSAGES FROM PODIUM CORPORATION, INC. (“PODIUM”), YOU ACCEPT THESE MESSAGING TERMS & CONDITIONS (“TERMS”) AND AGREE TO RESOLVE DISPUTES WITH PODIUM THROUGH BINDING ARBITRATION (AND WITH LIMITED EXCEPTIONS, NOT IN COURT), AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS, ALL AS DETAILED IN THE SECTION 4 (DISPUTES) BELOW.
These Terms apply to text messages (SMS and RCS, referred to as "messages" herein) between you and Podium; they do not apply to any communications between you and any Podium customers using the Podium services.
1. OPTING IN.
By signing up for or otherwise consenting to receive messages from Podium (“opt-in”):
You authorize Podium to use automated and/or non-automated technology to send marketing and other messages, including AI-generated content, to the phone number associated with your opt-in (i.e., the number listed on the opt-in form or instructions, the number from which you send your opt-in, or the number tied to the Podium account associated with your opt-in);
You acknowledge your consent to receive messages from Podium is not a condition of purchase;
You agree you are signing your opt-in; and
You confirm you are the subscriber to the phone number associated with your opt-in.
Generally, Podium’s message marketing campaigns will not exceed 10 messages per month. However, the number of messages and frequency with which you receive messages from Podium may vary. Message and data rates may apply. If you have any questions about your messaging or data plan, contact your wireless provider. Use of Podium's Webchat communications tool is subject to Podium’s Acceptable Use Policy, which may be updated by Podium from time to time.
2. OPTING OUT.
You may opt out of receiving messages from Podium at any time. To stop receiving marketing messages from Podium, reply “REMOVE” to any Podium marketing message you receive. If you unsubscribe from Podium marketing messages and wish to resubscribe, reply “JOIN.”
To stop receiving all messages from Podium, including transactional messages, reply “STOP” to any message you receive from Podium. If you unsubscribe from all Podium messages and wish to resubscribe, reply “START.”
3. PRIVACY.
Data obtained from you in connection with messages between you and Podium includes your phone number, your carrier, the date, time, and content of your messages, and other information you provide to Podium via message. You consent to the processing of the information we obtain in accordance with our Privacy Policy.
4. DISPUTES.
4.1 Generally. In the interest of resolving disputes between you and Podium in the most expedient and cost effective manner, and except as described in Sections 4.2 and 4.3, you and Podium agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND PODIUM ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
4.2 Exceptions. Despite the provisions of Section 4.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
4.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 4 within 30 days after the date that you agree to these Terms by sending a letter or email that specifies: your full legal name, the phone number(s) you use to send messages to and receive messages from Podium, and a statement that you wish to opt out of arbitration, to Podium Corporation, Inc., Attention: Legal Department – Arbitration Opt-Out, 1650 W. Digital Dr., Lehi, UT 84043 or legal@podium.com.
4.4 Arbitrator. Any arbitration between you and Podium will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Podium. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
4.5 Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Podium’s address for Notice of Arbitration is: Podium Corporation, Inc., 1650 W. Digital Dr., Lehi, UT 84043, USA, with a mandatory copy to Legal@podium.com. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Podium may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Podium must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Podium in settlement of the dispute prior to the award, Podium will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $5,000.
4.6 Fees. If you commence arbitration in accordance with these Terms, Podium will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Salt Lake City, Utah, but if the claim is for $10,000 or less or you are located in Australia, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator or (b) through a non-appearance based telephone hearing. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Podium for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
4.7 No Class Actions. YOU AND PODIUM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Podium agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
4.8 Enforceability. If Section 4.7 or the entirety of this Section 4 is found to be unenforceable, or if Podium receives an opt-out notice from you, then the entirety of this Section 4 will be null and void and, in that case, the exclusive jurisdiction and venue for any action arising out of or related to any message between you and Podium or these Terms will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, or you are located in Australia, the courts of Victoria, Australia.
5. CONTACT US.
For additional information, reply HELP to any Podium message you receive or call 1-833-276-3486.
Effective May 15th 2026 to May 15th 2026
Download
Table of Contents
PODIUM MESSAGING TERMS AND CONDITIONS
BY OPTING IN (AS DEFINED BELOW) TO RECEIVE MESSAGES FROM PODIUM CORPORATION, INC. (“PODIUM”), YOU ACCEPT THESE MESSAGING TERMS & CONDITIONS (“TERMS”) AND AGREE TO RESOLVE DISPUTES WITH PODIUM THROUGH BINDING ARBITRATION (AND WITH LIMITED EXCEPTIONS, NOT IN COURT), AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS, ALL AS DETAILED IN THE SECTION 4 (DISPUTES) BELOW.
These Terms apply to text messages (SMS and RCS, referred to as "messages" herein) between you and Podium; they do not apply to any communications between you and any Podium customers using the Podium services.
1. OPTING IN.
By signing up for or otherwise consenting to receive messages from Podium (“opt-in”):
You authorize Podium to use automated and/or non-automated technology to send marketing and other messages, including AI-generated content, to the phone number associated with your opt-in (i.e., the number listed on the opt-in form or instructions, the number from which you send your opt-in, or the number tied to the Podium account associated with your opt-in);
You acknowledge your consent to receive messages from Podium is not a condition of purchase;
You agree you are signing your opt-in; and
You confirm you are the subscriber to the phone number associated with your opt-in.
Generally, Podium’s message marketing campaigns will not exceed 10 messages per month. However, the number of messages and frequency with which you receive messages from Podium may vary. Message and data rates may apply. If you have any questions about your messaging or data plan, contact your wireless provider. Use of Podium's Webchat communications tool is subject to Podium’s Acceptable Use Policy, which may be updated by Podium from time to time.
2. OPTING OUT.
You may opt out of receiving messages from Podium at any time. To stop receiving marketing messages from Podium, reply “REMOVE” to any Podium marketing message you receive. If you unsubscribe from Podium marketing messages and wish to resubscribe, reply “JOIN.”
To stop receiving all messages from Podium, including transactional messages, reply “STOP” to any message you receive from Podium. If you unsubscribe from all Podium messages and wish to resubscribe, reply “START.”
3. PRIVACY.
Data obtained from you in connection with messages between you and Podium includes your phone number, your carrier, the date, time, and content of your messages, and other information you provide to Podium via message. You consent to the processing of the information we obtain in accordance with our Privacy Policy.
4. DISPUTES.
4.1 Generally. In the interest of resolving disputes between you and Podium in the most expedient and cost effective manner, and except as described in Sections 4.2 and 4.3, you and Podium agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND PODIUM ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
4.2 Exceptions. Despite the provisions of Section 4.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
4.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 4 within 30 days after the date that you agree to these Terms by sending a letter or email that specifies: your full legal name, the phone number(s) you use to send messages to and receive messages from Podium, and a statement that you wish to opt out of arbitration, to Podium Corporation, Inc., Attention: Legal Department – Arbitration Opt-Out, 1650 W. Digital Dr., Lehi, UT 84043 or legal@podium.com.
4.4 Arbitrator. Any arbitration between you and Podium will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Podium. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
4.5 Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Podium’s address for Notice of Arbitration is: Podium Corporation, Inc., 1650 W. Digital Dr., Lehi, UT 84043, USA, with a mandatory copy to Legal@podium.com. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Podium may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Podium must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Podium in settlement of the dispute prior to the award, Podium will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $5,000.
4.6 Fees. If you commence arbitration in accordance with these Terms, Podium will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Salt Lake City, Utah, but if the claim is for $10,000 or less or you are located in Australia, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator or (b) through a non-appearance based telephone hearing. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Podium for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
4.7 No Class Actions. YOU AND PODIUM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Podium agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
4.8 Enforceability. If Section 4.7 or the entirety of this Section 4 is found to be unenforceable, or if Podium receives an opt-out notice from you, then the entirety of this Section 4 will be null and void and, in that case, the exclusive jurisdiction and venue for any action arising out of or related to any message between you and Podium or these Terms will be the state courts located in Salt Lake County or Utah County, Utah or the United States District Court for the District of Utah, or you are located in Australia, the courts of Victoria, Australia.
5. CONTACT US.
For additional information, reply HELP to any Podium message you receive or call 1-833-276-3486.
Terms of Service Help Center
Version
Effective October 1st 2026
Download
Table of Contents
Updates to Podium's Terms of Service
October 1, 2026
We've updated our Terms of Service, including certain Additional Terms and other documents incorporated into our Terms of Service as described below (collectively, the "Terms"). These updates went into effect for new clients beginning on October 1, 2026 and will go into effect for existing users on October 15, 2026 (unless you have a separate, negotiated agreement with Podium that supersedes the Terms). Beginning on that date, you will need to accept the Terms and acknowledge the Privacy Policy when you log into your account, in order to continue using the Podium Services.
Capitalized terms not defined on this page have the same meanings given to them in the Terms. You can read the full terms in the links below, along with summaries of key updates and other important information, including answers to some frequently asked questions (FAQs).
FAQs
Where can Podium's Terms be accessed?
Podium's Terms are currently available within the Podium Legal Center (the "Legal Center"). The Legal Center houses Podium's standard Terms for all Podium clients, including those located in the United States, Canada, and Australia ("Client(s)"), and the different products and services we provide.
The Terms available in the Legal Center include:
Terms of Service
Acceptable Use Policy (“AUP”)
Privacy Policy
Payments Service Terms
Fraud Protection Service Terms
Terminal Service Terms
Phones Service Terms
Marketplace Terms of Service
Business Associate Agreement (US Only)
Data Processing Addendum
Third-Party Terms
API Terms of Use
Developer Terms
14. Limited Hardware Warranty
Why are the Terms being updated?
Podium updates its Terms from time to time, as needed, to better support you and your business, to align our Terms with changes to applicable laws, rules, and regulations, to account for general industry changes, and to incorporate new or updated elements as Podium builds or offers new products/features.
With this update, key areas of focus include: (1) adding terms for Podium's AI Services, (2) introducing usage-based pricing and overage fee structures, (3) consolidating hardware warranty and refund terms into a standalone policy, and (4) making general clarifications and structural improvements across all documents.
How do the Terms support new products and features?
Many of the latest updates to our Terms support recent or upcoming product and feature launches, including but not limited to the following:
AI Services: Podium's AI-powered tools, including AI agents
Usage-Based Pricing: New fee categories (Usage Fees, Overage Fees, One-Time Fees) to support flexible billing. These fee categories are intended to clarify the different types of fees that already apply to your Subscription and the Services you use. Your existing Subscription Fees to which you’ve already agreed are not changing as a result of this update.
Podium Limited Hardware Warranty and Refund Policy: A new standalone policy governing all Podium hardware (Desk Phones, Terminal Products)
Please see the summaries below for a more detailed overview of key changes to our Terms.
Do these updates apply to me?
These updates apply to anyone who accesses or uses Podium's Services. Please note, however, that if you or your company have entered into a separate written agreement with Podium concerning specific services, the terms of that agreement control if there is any conflict between that agreement and the updated Terms, unless the contract otherwise allows for the applicable terms to be updated via this process.
When will this update apply to me?
The updates went into effect for new clients beginning on October 1, 2026 and will go into effect for existing users on October 15, 2026. Beginning on that date, you'll be prompted to accept the updated Terms when you log in to your Podium account.
What if I don't want to accept the updated Terms?
In order to continue accessing/using Podium's Services, you'll need to accept the updated Terms. If you have any specific questions/concerns, we can help to address those. Please contact Podium Support at support@podium.com with any questions.
Again, if you or your company have entered into a separate written agreement with Podium concerning specific services, the terms of that agreement control if there is any conflict between that agreement and the updated Terms, unless the contract otherwise allows for the terms and conditions to be updated via this process.
Where can I see previous versions of the Terms?
Previous versions of the Terms can be found in the Legal Center.
Updates to the Terms of Service
Section 2.1 (Services): We added "artificial intelligence services" as a named category of Services provided through the Podium Services. We removed legacy references (such as "formerly Voice" and "formerly Campaigns") and added language stating that use of the Services in excess of the applicable Scope of Use may result in additional fees.
Section 2.3 (Modification of the Services): We clarified that if Podium makes a material adverse change to a specific Service, you may terminate that Service and receive a pro-rated refund of pre-paid, unused Fees for that Service.
Section 2.4 (Additional Terms): We added a new "Third-Party Terms" provision. If you use Third-Party Services in connection with the Podium Services, you agree to be bound by the applicable third-party terms.
Section 3.2 (Account Registration): We updated the liability standard for unauthorized account use. Podium will not be liable for losses or damages arising from unauthorized use of your account unless such loss was solely and directly caused by Podium's gross negligence or willful misconduct.
Section 3.3 (Eligibility and Use by Others): We clarified that Authorized Users must be natural persons and may not include bots, competitors, or third-party data scrapers other than in accordance with the Acceptable Use Policy. Podium may also audit your use of the Services to verify compliance with the Agreement.
Section 3.6 (General Restrictions): We added a restriction on automated access to the Services, except in accordance with the Acceptable Use Policy (see "Use of Agents" below).
Section 3.8 (AI Services): We restructured and expanded the AI Services section to provide clearer terms around your use of AI Services. Key updates include:
Compliance: You must use AI Services in compliance with these Terms, including the AUP.
No High-Risk Activities: The list of prohibited high-risk activities now includes legal advice and financial advice or decisions.
Pricing Output: A new section clarifies that Podium is not liable for pricing errors or inaccuracies when you use AI Services to quote or negotiate pricing. You retain full responsibility for reviewing and approving all pricing terms before any binding commitments are made.
Section 4.1 (Rights in Client Data): We added "Client trademarks, trade names, service marks, and logos" to the list of items included in Client Data. We also clarified that the licenses granted to Podium under this section are transferable in accordance with the terms of the agreement.
Section 4.5 (Storage): This section has been removed. Data retention and export obligations following termination are now addressed in Section 8.4.1 (Client Data Export and Deletion).
Section 4.5 (Privacy and Data Processing): We renamed "Service Provider" to "Service Partner" to align with the updated Data Processing Addendum. We also added language clarifying that Podium's obligations with respect to Client Data are limited to those explicitly stated in the Agreement and the DPA, and that Client is solely responsible for the accuracy, quality, integrity, and legality of all Client Data.
Section 4.6 (Franchisor/Licensor Data Sharing): If you are a franchisee or licensee, you authorize Podium to share Client Data with your franchisor or licensor, provided the franchisor or licensor has a contractual right to access that data. You may be required to provide a copy of the relevant Franchise or License Agreement demonstrating that right.
Section 5.2 (Customer Consent): Some AI Services may include speech recognition, transcription, or similar capabilities that may require informed consent from Customers under applicable Laws.
Section 6.2 (Support): We expanded this section to cover onboarding, data migration, and professional services. Where Services include data migration, you are responsible for delivering your data in a usable format and confirming its accuracy.
Section 7 (Fees and Payment): We made several updates to this section:
New Fee Categories (Section 7.1): We added definitions for "One-Time Fees" (setup, implementation, onboarding, professional services), "Usage Fees" (calculated based on consumption of Services), and "Overage Fees" (for use exceeding your Scope of Use).
Payment Terms (Section 7.2): We restructured payment terms to specify that: (a) Subscription Fees are paid annually in advance, unless your Subscription Documentation states otherwise; (b) One-Time Fees are due as invoiced and are not subject to auto-renewal; (c) Usage Fees are invoiced monthly in arrears; and (d) Overage Fees are charged in arrears. We also updated the non-refundable provision to clarify that all Fees (including Usage Fees, Overage Fees, and One-Time Fees) are non-refundable, except as expressly provided in the Agreement.
Cross-Border Tax Registration (Section 7.3): For cross-border sales into Canada or Australia, Podium may require you to provide a valid tax registration number (e.g., Canadian GST/HST Number, Australian ABN) confirming your status as a registered business entity.
Usage Rate Changes (Section 7.5): Podium may update published usage rates at any time upon 30 days' prior written notice. Updated usage rates apply to all usage occurring on or after the effective date specified in the notice, regardless of your current Subscription Term.
Usage Overages and Overage Fees (Section 7.6): If your use exceeds the applicable Scope of Use, you may be charged Overage Fees at Podium's then-current rates. You may dispute Overage Fees within 30 days of invoice.
Section 8.1 (Term): We updated the non-renewal notice period from one (1) month to thirty (30) days before the end of the then-current Subscription Term to provide clarity for our Clients.
Section 8.2 (Suspension of Services): We expanded the grounds for suspension to include: unpaid Overage Fees, Usage Fees, and One-Time Fees, as well as violations of the AUP. We also updated it to clarify Clients remain responsible for payment of Fees during any suspension period, regardless of fault or duration.
Section 8.3 (Termination for Cause): We restructured the bankruptcy/insolvency provision and added a new section (Section 8.3.1 (Dissolution or Cessation of Business)) addressing termination in the event of Client dissolution or cessation of business. If applicable, you may be required to provide documentation to Podium, and you remain responsible for Fees due for the remainder of your Subscription Term.
Section 8.4 (Effect of Termination): Upon termination, all accrued and unpaid Fees become immediately due and payable. One-Time Fees paid prior to termination are fully earned and non-refundable.
Section 8.4.1 (Client Data Export and Deletion): A new section addresses your data after termination. You may export your Client Data at any time during your Subscription Term. Following termination, you may request data export within 30 days ("Export Period"), subject to payment of all outstanding Fees and Podium's then-current professional services rates.
Section 10.2 (Suggestions): We updated the terms regarding Suggestions (feedback, ideas, or improvements) you provide to Podium to address Podium’s license to use and incorporate such feedback. We clarified that any implementation of Suggestions incorporated into Podium Technology is owned exclusively by Podium.
Section 11 (Third-Party Services): Throughout the Terms, we renamed "Third-Party Providers" and "Third-Party Products" to "Third-Party Services" to simplify and consolidate terminology. The substance of Podium's disclaimers regarding Third-Party Services remains the same.
Section 12.1 (Indemnification by Client): We added a new indemnification trigger: Client's reliance on or implementation of any Output generated by the AI Services.
Section 12.3 (Exclusions to Podium's Indemnification): We added IP infringement remedies: if you cannot use a portion of the Services due to an IP infringement claim, Podium may procure the right for continued use, replace or modify the Service, or terminate and refund unused Fees.
Section 15.1.3 (Location): For Australian Clients, mediation may now occur remotely or in Melbourne, Victoria, Australia (previously, remote participation was not specified).
Section 15.4 (Class and Jury Trial Waiver): We added a class action and jury trial waiver. You may opt out of the class action waiver by sending written notice to legal@podium.com within 30 days of first accepting the Agreement.
Section 15.5 (Limitation on Claims): We clarified that a 12-month limitation period for claims (excluding fraud, willful misconduct, and payment obligations) applies. This period is tolled during mediation. For Australian Clients, this limitation does not apply to non-excludable rights under the Australian Consumer Law.
Section 16.2 (Notices): We updated the notice provision so that notices to Podium must be sent to Podium Headquarters and by email to legal@podium.com. We also added that Podium may provide usage notifications and Overage Fee notices through the Services dashboard, email, or other electronic means.
Section 16.6 (Subcontractors; Service Partners): We renamed "Service Providers" to "Service Partners" and "other third parties" to "Subcontractors" to align with the updated DPA. The substance of Podium's responsibility for its obligations under the Agreement remains the same.
Section 16.13 (Attorneys' Fees and Costs): We clarified the circumstances under which the prevailing party may recover attorneys' fees and costs, including actions to collect unpaid fees and enforce intellectual property rights.
Updates to the Privacy Policy
Services Description: We added "artificial intelligence and record management services" to the description of Services covered by the Privacy Policy.
Processor/Service Provider Role: We added language clarifying that Podium processes personal information about Customers in a "processor" or "service provider" capacity, and that the Privacy Policy does not cover how Clients use Customer personal information.
Contact Profiles: We updated Section 2.2 (Usage Information) to clarify that we may create contact profiles that combine information from multiple interactions and data sources.
Google Linked Accounts: We updated the language around linked Google accounts to clarify that Podium may use information from linked emails to "customize and refine the performance of third-party artificial intelligence tools" personalized for you, rather than to "develop, train, and improve" AI models.
AI Services and Personal Information: We added language in Section 3.1 (Providing and Improving Our Services) explaining that AI Services may personalize user experiences, provide automated responses and recommendations, and perform other functions. We also added that Podium may customize and refine the performance of third-party AI tools used to provide our Services.
AI Autonomous Communications: Certain AI Services may autonomously communicate with Customers on behalf of Clients via text message, voice call, review response, and other channels, and may access Customer personal information to provide personalized responses.
Client AI Disclosure Responsibility: Clients are solely responsible for providing any legally required disclosures to Customers regarding the use of AI features.
Global Privacy Control (GPC): We updated Section 5.3 (Your Choices) to state that Podium recognizes and honors Global Privacy Control (GPC) signals as valid opt-out requests for the sale or sharing of personal information where required by applicable law.
Messaging Terms: We updated the reference from "SMS Terms and Conditions" to "Podium Messaging Terms and Conditions."
Updates to the Acceptable Use Policy
AI Message Identity Prohibitions: We added language clarifying that prohibitions against falsification of identity or origin apply equally to messages initiated, sent, or facilitated by AI Services on your behalf. You may not configure AI Services to misrepresent the origin of any communication.
Use of Agents: We added a new section titled "Use of Agents" that governs the use of any software, bot, crawler, scraper, or automated system (including AI-based systems) that accesses or interacts with Podium Services. Key provisions include:
Limitation on Access: Podium may limit, restrict, suspend, or terminate Agent access at its sole discretion, including by imposing rate limits, access controls, or authentication requirements without prior notice.
Prohibited Uses: Agents may not copy, extract, or scrape Podium content; use Podium content to build competitive products or train AI/ML models; or access the Services to monitor competitively sensitive information.
Enforcement: Violations may result in immediate suspension or termination of access and the requirement to delete or return any improperly obtained Podium content.
Scope of Use and Reasonable Use Limits: AI Services are subject to Scope of Use limits. Exceeding those limits may result in Overage Fees in addition to suspension or termination. Actions taken through AI Services count toward your usage allocations.
AI Services, Responsibility, and Oversight: AI Services can perform actions on your behalf within your Podium account. You are responsible for all AI Service actions (including communications, transactions, and content generated through the Services) and are expected to maintain appropriate oversight, including reviewing AI-generated content for accuracy. All provisions of the AUP apply to AI Service actions.
Your Responsibility: AI Service actions are treated as your actions for purposes of this Policy and applicable law.
Human Oversight: You should monitor AI interactions with Customers, particularly during initial deployment.
Updates to the Data Processing Addendum
Processing Details (Section 2.1): We added language clarifying that the subject matter, nature, purpose of processing, types of Covered Data, categories of Data Subjects, and duration of processing are as described in the Underlying Agreement and documents referenced therein.
Security Incident Notification (Section 2.3.4): We refined the breach notification provision by: (a) defining "Security Incident" as a confirmed breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Covered Data; (b) requiring Podium to notify Client without undue delay after becoming aware of a Security Incident; and (c) requiring Podium to provide sufficient information to enable Client to fulfill its notification obligations.
Data Return (Section 2.3.7): We added a data return option. Upon termination, Podium will delete or, if specifically requested by Client, return Covered Data. Any return of Covered Data will be in a format reasonably determined by Podium, and Client will bear any costs associated with such return.
Service Partners (Section 4): We adopted the "Service Partners" terminology and added language requiring Podium to enter into a written agreement with each Service Partner that imposes data protection obligations no less protective than those set forth in the DPA.
Conflicts and Liability (Section 6): We clarified that the DPA controls over the Underlying Agreement specifically with respect to Podium's Processing of Covered Data. We also added language confirming that Podium's aggregate liability under the DPA is subject to the limitations of liability set forth in the Underlying Agreement.
Updates to the Payments Service Terms
PCI DSS Compliance (Section 3.2): We added language clarifying that with respect to Transactions processed through the Payment Processing Services, Podium acts solely as a service provider (as defined under PCI DSS) within your cardholder data environment. You remain the merchant of record and retain full responsibility for your own PCI DSS compliance obligations.
Terminal Products (Section 2.2): We added language incorporating the Podium Limited Hardware Warranty and Refund Policy by reference for any Terminal Products.
Chargebacks and Disputes (Section 5.4): We restructured and expanded the chargebacks section. Client is solely responsible for all chargebacks, reversals, claims, fines, fees, penalties, and related liability, and authorizes Podium to deduct such amounts from available balances. If balances are insufficient, Client agrees to pay within five business days of demand. We also added a new Prohibited Chargeback Practices provision stating that Client shall not encourage or instruct customers to initiate chargebacks; violation constitutes a material breach.
Prohibited Transmissions (Section 6.4): A new section prohibits the transmission of cardholder data (as defined by PCI DSS) through Podium Services other than the Payments Service, including primary account numbers, card security codes, magnetic-stripe data, and other sensitive authentication data.
Right to Setoff (Section 7.8): A new section provides that Podium may, without prior notice, setoff any amounts you owe from your PPSP Account balance, pending settlement or payout, the Reserve, or your bank account.
Indemnification (Section 9): We added additional details to the indemnification provision. Client agrees to defend, indemnify, and hold harmless Podium from claims arising from: use of the Payments Service, breach of the Agreement or PPSP Agreement, Client's products or services, Transactions, fines or penalties imposed by payment networks or regulators, and unauthorized or fraudulent activity associated with Client's account.
Stripe Capital (Section 10.3): We removed the beta label from Stripe Capital, as it is now a generally available financing service.
Prohibited Businesses (Section 6.2): We simplified the Prohibited Businesses list by removing categories already covered by the AUP and the Stripe Restricted Business List.
Updates to the Phones Service Terms
Phones Availability (Section 2.1): We added Canada to the list of countries where Podium Phones may be used (previously United States and Australia only).
Desk Phone Availability: We removed the geographic limitation that restricted Desk Phones to the United States and Australia only.
Web Phone (Section 1): We updated the Web Phone definition to include both the "web or desktop application" (previously only "desktop application").
Recording and Transcription (Section 3.3): We expanded this section to expressly include transcription features alongside recording features. You remain solely responsible for complying with applicable Laws when using these features.
Fees (Section 6.2): We added "Industry Fees" to the types of fees for which you are responsible in connection with your use of Phones.
Limited Desk Phone Warranty (Section 8): Warranty and refund rights for Desk Phone Products are now governed by the new Hardware Warranty Policy (see below).
Updates to the Terminal Service Terms
Terminal Products as Podium Hardware (Section 1): We updated the definition to clarify that Terminal Products are "Podium Hardware" for purposes of the Hardware Warranty Policy.
Territory (Section 1): We removed the separate "Terminal Services Territory" definition and simplified references to use the standard "Territory" definition from the Terms of Service.
Returns (Section 3.4): Returns of Terminal Products are now governed by the Hardware Warranty Policy (see below).
Limited Hardware Warranty (Section 9): Warranty coverage for Terminal Products is now governed by the Hardware Warranty Policy (see below for key provisions).
Disclaimer and Liability (Sections 10, 11): We updated the disclaimer and liability provisions to reference the Hardware Warranty Policy, which controls for all hardware-related matters.
New: Podium Limited Hardware Warranty and Refund Policy
We introduced a new Hardware Warranty Policy that consolidates warranty, refund, and return terms for all Podium hardware products (Desk Phones and Terminal Products). Key provisions include:
12-Month Warranty Period: Podium Hardware is warranted against defects in materials and workmanship under normal use for 12 months from the date of delivery.
Warranty Exclusions: Coverage does not apply to damage from misuse, neglect, accident, unauthorized servicing or modification, acts of God, or use outside published specifications.
Warranty Remedies: If a valid claim is made during the Warranty Period, Podium will, at its option, repair or replace the hardware with new or refurbished hardware of equal or greater functionality, or provide a refund or credit for the purchase price.
90-Day Refund Window: Podium Hardware (other than Terminal Products, which have a 21-day window) may be returned for a full refund within 90 days of shipment if in original condition with all packaging, documentation, and accessories.
RMA Required: To initiate a warranty claim, you must contact Podium Support to request a Return Material Authorization (RMA) number. Returns without an RMA may be rejected.
Promotional Hardware: If you received hardware at no cost or at a reduced cost and cancel before the later of 12 months from delivery or the end of your initial Subscription Term, you must return the hardware within 30 days or Podium may charge the full retail price.
Liability Cap: Podium's liability for hardware warranty claims is limited to the purchase price paid for the affected hardware. Podium will not be liable for indirect, incidental, special, or consequential damages.
Australian Consumer Law: For Australian Clients, the Policy includes a notice regarding non-excludable guarantees under the Australian Consumer Law.
New: Third-Party Service Terms Addendum
We introduced a new Third-Party Service Terms Addendum that consolidates the specific terms and notices Podium is contractually required to pass through from certain third-party providers. These terms applies only to Clients who use the corresponding Third-Party Service. By enabling or using a Third-Party Service, you agree to the applicable Third-Party Terms in addition to Podium’s Terms of Service.
Effective September 22nd 2026 to October 1st 2026
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Updates to Podium's Terms of Service
October 1, 2026
We've updated our Terms of Service, including certain Additional Terms and other documents incorporated into our Terms of Service as described below (collectively, the "Terms"). These updates went into effect for new clients beginning on October 1, 2026 and will go into effect for existing users on October 15, 2026 (unless you have a separate, negotiated agreement with Podium that supersedes the Terms). Beginning on that date, you will need to accept the Terms and acknowledge the Privacy Policy when you log into your account, in order to continue using the Podium Services.
Capitalized terms not defined on this page have the same meanings given to them in the Terms. You can read the full terms in the links below, along with summaries of key updates and other important information, including answers to some frequently asked questions (FAQs).
FAQs
Where can Podium's Terms be accessed?
Podium's Terms are currently available within the Podium Legal Center (the "Legal Center"). The Legal Center houses Podium's standard Terms for all Podium clients, including those located in the United States, Canada, and Australia ("Client(s)"), and the different products and services we provide.
The Terms available in the Legal Center include:
Terms of Service
Acceptable Use Policy (“AUP”)
Privacy Policy
Payments Service Terms
Fraud Protection Service Terms
Terminal Service Terms
Phones Service Terms
Marketplace Terms of Service
Business Associate Agreement (US Only)
Data Processing Addendum
Third-Party Service Terms Addendum
API Terms of Use
Developer Terms
Why are the Terms being updated?
Podium updates its Terms from time to time, as needed, to better support you and your business, to align our Terms with changes to applicable laws, rules, and regulations, to account for general industry changes, and to incorporate new or updated elements as Podium builds or offers new products/features.
With this update, key areas of focus include: (1) adding terms for Podium's AI Services, (2) introducing usage-based pricing and overage fee structures, (3) consolidating hardware warranty and refund terms into a standalone policy, and (4) making general clarifications and structural improvements across all documents.
How do the Terms support new products and features?
Many of the latest updates to our Terms support recent or upcoming product and feature launches, including but not limited to the following:
AI Services: Podium's AI-powered tools, including AI agents
Usage-Based Pricing: New fee categories (Usage Fees, Overage Fees, One-Time Fees) to support flexible billing. These fee categories are intended to clarify the different types of fees that already apply to your Subscription and the Services you use. Your existing Subscription Fees to which you’ve already agreed are not changing as a result of this update.
Podium Limited Hardware Warranty and Refund Policy: A new standalone policy governing all Podium hardware (Desk Phones, Terminal Products)
Please see the summaries below for a more detailed overview of key changes to our Terms.
Do these updates apply to me?
These updates apply to anyone who accesses or uses Podium's Services. Please note, however, that if you or your company have entered into a separate written agreement with Podium concerning specific services, the terms of that agreement control if there is any conflict between that agreement and the updated Terms, unless the contract otherwise allows for the applicable terms to be updated via this process.
When will this update apply to me?
The updates went into effect for new clients beginning on October 1, 2026 and will go into effect for existing users on October 15, 2026. Beginning on that date, you'll be prompted to accept the updated Terms when you log in to your Podium account.
What if I don't want to accept the updated Terms?
In order to continue accessing/using Podium's Services, you'll need to accept the updated Terms. If you have any specific questions/concerns, we can help to address those. Please contact Podium Support at support@podium.com with any questions.
Again, if you or your company have entered into a separate written agreement with Podium concerning specific services, the terms of that agreement control if there is any conflict between that agreement and the updated Terms, unless the contract otherwise allows for the terms and conditions to be updated via this process.
Where can I see previous versions of the Terms?
Previous versions of the Terms can be found in the Legal Center.
Updates to the Terms of Service
Section 2.1 (Services): We added "artificial intelligence services" as a named category of Services provided through the Podium Services. We removed legacy references (such as "formerly Voice" and "formerly Campaigns") and added language stating that use of the Services in excess of the applicable Scope of Use may result in additional fees.
Section 2.3 (Modification of the Services): We clarified that if Podium makes a material adverse change to a specific Service, you may terminate that Service and receive a pro-rated refund of pre-paid, unused Fees for that Service.
Section 2.4 (Additional Terms): We added a new "Third-Party Terms" provision. If you use Third-Party Services in connection with the Podium Services, you agree to be bound by the applicable third-party terms.
Section 3.2 (Account Registration): We updated the liability standard for unauthorized account use. Podium will not be liable for losses or damages arising from unauthorized use of your account unless such loss was solely and directly caused by Podium's gross negligence or willful misconduct.
Section 3.3 (Eligibility and Use by Others): We clarified that Authorized Users must be natural persons and may not include bots, competitors, or third-party data scrapers other than in accordance with the Acceptable Use Policy. Podium may also audit your use of the Services to verify compliance with the Agreement.
Section 3.6 (General Restrictions): We added a restriction on automated access to the Services, except in accordance with the Acceptable Use Policy (see "Use of Agents" below).
Section 3.8 (AI Services): We restructured and expanded the AI Services section to provide clearer terms around your use of AI Services. Key updates include:
Compliance: You must use AI Services in compliance with these Terms, including the AUP.
No High-Risk Activities: The list of prohibited high-risk activities now includes legal advice and financial advice or decisions.
Pricing Output: A new section clarifies that Podium is not liable for pricing errors or inaccuracies when you use AI Services to quote or negotiate pricing. You retain full responsibility for reviewing and approving all pricing terms before any binding commitments are made.
Section 4.1 (Rights in Client Data): We added "Client trademarks, trade names, service marks, and logos" to the list of items included in Client Data. We also clarified that the licenses granted to Podium under this section are transferable in accordance with the terms of the agreement.
Section 4.5 (Storage): This section has been removed. Data retention and export obligations following termination are now addressed in Section 8.4.1 (Client Data Export and Deletion).
Section 4.5 (Privacy and Data Processing): We renamed "Service Provider" to "Service Partner" to align with the updated Data Processing Addendum. We also added language clarifying that Podium's obligations with respect to Client Data are limited to those explicitly stated in the Agreement and the DPA, and that Client is solely responsible for the accuracy, quality, integrity, and legality of all Client Data.
Section 4.6 (Franchisor/Licensor Data Sharing): If you are a franchisee or licensee, you authorize Podium to share Client Data with your franchisor or licensor, provided the franchisor or licensor has a contractual right to access that data. You may be required to provide a copy of the relevant Franchise or License Agreement demonstrating that right.
Section 5.2 (Customer Consent): Some AI Services may include speech recognition, transcription, or similar capabilities that may require informed consent from Customers under applicable Laws.
Section 6.2 (Support): We expanded this section to cover onboarding, data migration, and professional services. Where Services include data migration, you are responsible for delivering your data in a usable format and confirming its accuracy.
Section 7 (Fees and Payment): We made several updates to this section:
New Fee Categories (Section 7.1): We added definitions for "One-Time Fees" (setup, implementation, onboarding, professional services), "Usage Fees" (calculated based on consumption of Services), and "Overage Fees" (for use exceeding your Scope of Use).
Payment Terms (Section 7.2): We restructured payment terms to specify that: (a) Subscription Fees are paid annually in advance, unless your Subscription Documentation states otherwise; (b) One-Time Fees are due as invoiced and are not subject to auto-renewal; (c) Usage Fees are invoiced monthly in arrears; and (d) Overage Fees are charged in arrears. We also updated the non-refundable provision to clarify that all Fees (including Usage Fees, Overage Fees, and One-Time Fees) are non-refundable, except as expressly provided in the Agreement.
Cross-Border Tax Registration (Section 7.3): For cross-border sales into Canada or Australia, Podium may require you to provide a valid tax registration number (e.g., Canadian GST/HST Number, Australian ABN) confirming your status as a registered business entity.
Usage Rate Changes (Section 7.5): Podium may update published usage rates at any time upon 30 days' prior written notice. Updated usage rates apply to all usage occurring on or after the effective date specified in the notice, regardless of your current Subscription Term.
Usage Overages and Overage Fees (Section 7.6): If your use exceeds the applicable Scope of Use, you may be charged Overage Fees at Podium's then-current rates. You may dispute Overage Fees within 30 days of invoice.
Section 8.1 (Term): We updated the non-renewal notice period from one (1) month to thirty (30) days before the end of the then-current Subscription Term to provide clarity for our Clients.
Section 8.2 (Suspension of Services): We expanded the grounds for suspension to include: unpaid Overage Fees, Usage Fees, and One-Time Fees, as well as violations of the AUP. We also updated it to clarify Clients remain responsible for payment of Fees during any suspension period, regardless of fault or duration.
Section 8.3 (Termination for Cause): We restructured the bankruptcy/insolvency provision and added a new section (Section 8.3.1 (Dissolution or Cessation of Business)) addressing termination in the event of Client dissolution or cessation of business. If applicable, you may be required to provide documentation to Podium, and you remain responsible for Fees due for the remainder of your Subscription Term.
Section 8.4 (Effect of Termination): Upon termination, all accrued and unpaid Fees become immediately due and payable. One-Time Fees paid prior to termination are fully earned and non-refundable.
Section 8.4.1 (Client Data Export and Deletion): A new section addresses your data after termination. You may export your Client Data at any time during your Subscription Term. Following termination, you may request data export within 30 days ("Export Period"), subject to payment of all outstanding Fees and Podium's then-current professional services rates.
Section 10.2 (Suggestions): We updated the terms regarding Suggestions (feedback, ideas, or improvements) you provide to Podium to address Podium’s license to use and incorporate such feedback. We clarified that any implementation of Suggestions incorporated into Podium Technology is owned exclusively by Podium.
Section 11 (Third-Party Services): Throughout the Terms, we renamed "Third-Party Providers" and "Third-Party Products" to "Third-Party Services" to simplify and consolidate terminology. The substance of Podium's disclaimers regarding Third-Party Services remains the same.
Section 12.1 (Indemnification by Client): We added a new indemnification trigger: Client's reliance on or implementation of any Output generated by the AI Services.
Section 12.3 (Exclusions to Podium's Indemnification): We added IP infringement remedies: if you cannot use a portion of the Services due to an IP infringement claim, Podium may procure the right for continued use, replace or modify the Service, or terminate and refund unused Fees.
Section 15.1.3 (Location): For Australian Clients, mediation may now occur remotely or in Melbourne, Victoria, Australia (previously, remote participation was not specified).
Section 15.4 (Class and Jury Trial Waiver): We added a class action and jury trial waiver. You may opt out of the class action waiver by sending written notice to legal@podium.com within 30 days of first accepting the Agreement.
Section 15.5 (Limitation on Claims): We clarified that a 12-month limitation period for claims (excluding fraud, willful misconduct, and payment obligations) applies. This period is tolled during mediation. For Australian Clients, this limitation does not apply to non-excludable rights under the Australian Consumer Law.
Section 16.2 (Notices): We updated the notice provision so that notices to Podium must be sent to Podium Headquarters and by email to legal@podium.com. We also added that Podium may provide usage notifications and Overage Fee notices through the Services dashboard, email, or other electronic means.
Section 16.6 (Subcontractors; Service Partners): We renamed "Service Providers" to "Service Partners" and "other third parties" to "Subcontractors" to align with the updated DPA. The substance of Podium's responsibility for its obligations under the Agreement remains the same.
Section 16.13 (Attorneys' Fees and Costs): We clarified the circumstances under which the prevailing party may recover attorneys' fees and costs, including actions to collect unpaid fees and enforce intellectual property rights.
Updates to the Privacy Policy
Services Description: We added "artificial intelligence and record management services" to the description of Services covered by the Privacy Policy.
Processor/Service Provider Role: We added language clarifying that Podium processes personal information about Customers in a "processor" or "service provider" capacity, and that the Privacy Policy does not cover how Clients use Customer personal information.
Contact Profiles: We updated Section 2.2 (Usage Information) to clarify that we may create contact profiles that combine information from multiple interactions and data sources.
Google Linked Accounts: We updated the language around linked Google accounts to clarify that Podium may use information from linked emails to "customize and refine the performance of third-party artificial intelligence tools" personalized for you, rather than to "develop, train, and improve" AI models.
AI Services and Personal Information: We added language in Section 3.1 (Providing and Improving Our Services) explaining that AI Services may personalize user experiences, provide automated responses and recommendations, and perform other functions. We also added that Podium may customize and refine the performance of third-party AI tools used to provide our Services.
AI Autonomous Communications: Certain AI Services may autonomously communicate with Customers on behalf of Clients via text message, voice call, review response, and other channels, and may access Customer personal information to provide personalized responses.
Client AI Disclosure Responsibility: Clients are solely responsible for providing any legally required disclosures to Customers regarding the use of AI features.
Global Privacy Control (GPC): We updated Section 5.3 (Your Choices) to state that Podium recognizes and honors Global Privacy Control (GPC) signals as valid opt-out requests for the sale or sharing of personal information where required by applicable law.
Messaging Terms: We updated the reference from "SMS Terms and Conditions" to "Podium Messaging Terms and Conditions."
Updates to the Acceptable Use Policy
AI Message Identity Prohibitions: We added language clarifying that prohibitions against falsification of identity or origin apply equally to messages initiated, sent, or facilitated by AI Services on your behalf. You may not configure AI Services to misrepresent the origin of any communication.
Use of Agents: We added a new section titled "Use of Agents" that governs the use of any software, bot, crawler, scraper, or automated system (including AI-based systems) that accesses or interacts with Podium Services. Key provisions include:
Limitation on Access: Podium may limit, restrict, suspend, or terminate Agent access at its sole discretion, including by imposing rate limits, access controls, or authentication requirements without prior notice.
Prohibited Uses: Agents may not copy, extract, or scrape Podium content; use Podium content to build competitive products or train AI/ML models; or access the Services to monitor competitively sensitive information.
Enforcement: Violations may result in immediate suspension or termination of access and the requirement to delete or return any improperly obtained Podium content.
Scope of Use and Reasonable Use Limits: AI Services are subject to Scope of Use limits. Exceeding those limits may result in Overage Fees in addition to suspension or termination. Actions taken through AI Services count toward your usage allocations.
AI Services, Responsibility, and Oversight: AI Services can perform actions on your behalf within your Podium account. You are responsible for all AI Service actions (including communications, transactions, and content generated through the Services) and are expected to maintain appropriate oversight, including reviewing AI-generated content for accuracy. All provisions of the AUP apply to AI Service actions.
Your Responsibility: AI Service actions are treated as your actions for purposes of this Policy and applicable law.
Human Oversight: You should monitor AI interactions with Customers, particularly during initial deployment.
Updates to the Data Processing Addendum
Processing Details (Section 2.1): We added language clarifying that the subject matter, nature, purpose of processing, types of Covered Data, categories of Data Subjects, and duration of processing are as described in the Underlying Agreement and documents referenced therein.
Security Incident Notification (Section 2.3.4): We refined the breach notification provision by: (a) defining "Security Incident" as a confirmed breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Covered Data; (b) requiring Podium to notify Client without undue delay after becoming aware of a Security Incident; and (c) requiring Podium to provide sufficient information to enable Client to fulfill its notification obligations.
Data Return (Section 2.3.7): We added a data return option. Upon termination, Podium will delete or, if specifically requested by Client, return Covered Data. Any return of Covered Data will be in a format reasonably determined by Podium, and Client will bear any costs associated with such return.
Service Partners (Section 4): We adopted the "Service Partners" terminology and added language requiring Podium to enter into a written agreement with each Service Partner that imposes data protection obligations no less protective than those set forth in the DPA.
Conflicts and Liability (Section 6): We clarified that the DPA controls over the Underlying Agreement specifically with respect to Podium's Processing of Covered Data. We also added language confirming that Podium's aggregate liability under the DPA is subject to the limitations of liability set forth in the Underlying Agreement.
Updates to the Payments Service Terms
PCI DSS Compliance (Section 3.2): We added language clarifying that with respect to Transactions processed through the Payment Processing Services, Podium acts solely as a service provider (as defined under PCI DSS) within your cardholder data environment. You remain the merchant of record and retain full responsibility for your own PCI DSS compliance obligations.
Terminal Products (Section 2.2): We added language incorporating the Podium Limited Hardware Warranty and Refund Policy by reference for any Terminal Products.
Chargebacks and Disputes (Section 5.4): We restructured and expanded the chargebacks section. Client is solely responsible for all chargebacks, reversals, claims, fines, fees, penalties, and related liability, and authorizes Podium to deduct such amounts from available balances. If balances are insufficient, Client agrees to pay within five business days of demand. We also added a new Prohibited Chargeback Practices provision stating that Client shall not encourage or instruct customers to initiate chargebacks; violation constitutes a material breach.
Prohibited Transmissions (Section 6.4): A new section prohibits the transmission of cardholder data (as defined by PCI DSS) through Podium Services other than the Payments Service, including primary account numbers, card security codes, magnetic-stripe data, and other sensitive authentication data.
Right to Setoff (Section 7.8): A new section provides that Podium may, without prior notice, setoff any amounts you owe from your PPSP Account balance, pending settlement or payout, the Reserve, or your bank account.
Indemnification (Section 9): We added additional details to the indemnification provision. Client agrees to defend, indemnify, and hold harmless Podium from claims arising from: use of the Payments Service, breach of the Agreement or PPSP Agreement, Client's products or services, Transactions, fines or penalties imposed by payment networks or regulators, and unauthorized or fraudulent activity associated with Client's account.
Stripe Capital (Section 10.3): We removed the beta label from Stripe Capital, as it is now a generally available financing service.
Prohibited Businesses (Section 6.2): We simplified the Prohibited Businesses list by removing categories already covered by the AUP and the Stripe Restricted Business List.
Updates to the Phones Service Terms
Phones Availability (Section 2.1): We added Canada to the list of countries where Podium Phones may be used (previously United States and Australia only).
Desk Phone Availability: We removed the geographic limitation that restricted Desk Phones to the United States and Australia only.
Web Phone (Section 1): We updated the Web Phone definition to include both the "web or desktop application" (previously only "desktop application").
Recording and Transcription (Section 3.3): We expanded this section to expressly include transcription features alongside recording features. You remain solely responsible for complying with applicable Laws when using these features.
Fees (Section 6.2): We added "Industry Fees" to the types of fees for which you are responsible in connection with your use of Phones.
Limited Desk Phone Warranty (Section 8): Warranty and refund rights for Desk Phone Products are now governed by the new Hardware Warranty Policy (see below).
Updates to the Terminal Service Terms
Terminal Products as Podium Hardware (Section 1): We updated the definition to clarify that Terminal Products are "Podium Hardware" for purposes of the Hardware Warranty Policy.
Territory (Section 1): We removed the separate "Terminal Services Territory" definition and simplified references to use the standard "Territory" definition from the Terms of Service.
Returns (Section 3.4): Returns of Terminal Products are now governed by the Hardware Warranty Policy (see below).
Limited Hardware Warranty (Section 9): Warranty coverage for Terminal Products is now governed by the Hardware Warranty Policy (see below for key provisions).
Disclaimer and Liability (Sections 10, 11): We updated the disclaimer and liability provisions to reference the Hardware Warranty Policy, which controls for all hardware-related matters.
New: Podium Limited Hardware Warranty and Refund Policy
We introduced a new Hardware Warranty Policy that consolidates warranty, refund, and return terms for all Podium hardware products (Desk Phones and Terminal Products). Key provisions include:
12-Month Warranty Period: Podium Hardware is warranted against defects in materials and workmanship under normal use for 12 months from the date of delivery.
Warranty Exclusions: Coverage does not apply to damage from misuse, neglect, accident, unauthorized servicing or modification, acts of God, or use outside published specifications.
Warranty Remedies: If a valid claim is made during the Warranty Period, Podium will, at its option, repair or replace the hardware with new or refurbished hardware of equal or greater functionality, or provide a refund or credit for the purchase price.
90-Day Refund Window: Podium Hardware (other than Terminal Products, which have a 21-day window) may be returned for a full refund within 90 days of shipment if in original condition with all packaging, documentation, and accessories.
RMA Required: To initiate a warranty claim, you must contact Podium Support to request a Return Material Authorization (RMA) number. Returns without an RMA may be rejected.
Promotional Hardware: If you received hardware at no cost or at a reduced cost and cancel before the later of 12 months from delivery or the end of your initial Subscription Term, you must return the hardware within 30 days or Podium may charge the full retail price.
Liability Cap: Podium's liability for hardware warranty claims is limited to the purchase price paid for the affected hardware. Podium will not be liable for indirect, incidental, special, or consequential damages.
Australian Consumer Law: For Australian Clients, the Policy includes a notice regarding non-excludable guarantees under the Australian Consumer Law.
New: Third-Party Service Terms Addendum
We introduced a new Third-Party Service Terms Addendum that consolidates the specific terms and notices Podium is contractually required to pass through from certain third-party providers. The Addendum applies only to Clients who use the corresponding Third-Party Service. By enabling or using a Third-Party Service, you agree to the applicable Third-Party Terms in addition to Podium’s Terms of Service.
Effective September 22nd 2026 to September 22nd 2026
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Table of Contents
Updates to Podium's Terms of Service
October 1, 2026
We've updated our Terms of Service, including certain Additional Terms and other documents incorporated into our Terms of Service as described below (collectively, the "Terms"). These updates went into effect for new clients beginning on October 1, 2026 and will go into effect for existing users on October 15, 2026 (unless you have a separate, negotiated agreement with Podium that supersedes the Terms). Beginning on that date, you will need to accept the Terms and acknowledge the Privacy Policy when you log into your account, in order to continue using the Podium Services.
Capitalized terms not defined on this page have the same meanings given to them in the Terms. You can read the full terms in the links below, along with summaries of key updates and other important information, including answers to some frequently asked questions (FAQs).
FAQs
Where can Podium's Terms be accessed?
Podium's Terms are currently available within the Podium Legal Center (the "Legal Center"). The Legal Center houses Podium's standard Terms for all Podium clients, including those located in the United States, Canada, and Australia ("Client(s)"), and the different products and services we provide.
The Terms available in the Legal Center include:
Terms of Service
Acceptable Use Policy (“AUP”)
Privacy Policy
Payments Service Terms
Fraud Protection Service Terms
Terminal Service Terms
Phones Service Terms
Marketplace Terms of Service
Business Associate Agreement (US Only)
Data Processing Addendum
Third-Party Service Terms Addendum
API Terms of Use
Developer Terms
Why are the Terms being updated?
Podium updates its Terms from time to time, as needed, to better support you and your business, to align our Terms with changes to applicable laws, rules, and regulations, to account for general industry changes, and to incorporate new or updated elements as Podium builds or offers new products/features.
With this update, key areas of focus include: (1) adding terms for Podium's AI Services, (2) introducing usage-based pricing and overage fee structures, (3) consolidating hardware warranty and refund terms into a standalone policy, and (4) making general clarifications and structural improvements across all documents.
How do the Terms support new products and features?
Many of the latest updates to our Terms support recent or upcoming product and feature launches, including but not limited to the following:
AI Services: Podium's AI-powered tools, including AI agents
Usage-Based Pricing: New fee categories (Usage Fees, Overage Fees, One-Time Fees) to support flexible billing. These fee categories are intended to clarify the different types of fees that already apply to your Subscription and the Services you use. Your existing Subscription Fees to which you’ve already agreed are not changing as a result of this update.
Podium Limited Hardware Warranty and Refund Policy: A new standalone policy governing all Podium hardware (Desk Phones, Terminal Products)
Please see the summaries below for a more detailed overview of key changes to our Terms.
Do these updates apply to me?
These updates apply to anyone who accesses or uses Podium's Services. Please note, however, that if you or your company have entered into a separate written agreement with Podium concerning specific services, the terms of that agreement control if there is any conflict between that agreement and the updated Terms, unless the contract otherwise allows for the applicable terms to be updated via this process.
When will this update apply to me?
The updates went into effect for new clients beginning on October 1, 2026 and will go into effect for existing users on October 15, 2026. Beginning on that date, you'll be prompted to accept the updated Terms when you log in to your Podium account.
What if I don't want to accept the updated Terms?
In order to continue accessing/using Podium's Services, you'll need to accept the updated Terms. If you have any specific questions/concerns, we can help to address those. Please contact Podium Support at support@podium.com with any questions.
Again, if you or your company have entered into a separate written agreement with Podium concerning specific services, the terms of that agreement control if there is any conflict between that agreement and the updated Terms, unless the contract otherwise allows for the terms and conditions to be updated via this process.
Where can I see previous versions of the Terms?
Previous versions of the Terms can be found in the Legal Center.
Updates to the Terms of Service
Section 2.1 (Services): We added "artificial intelligence services" as a named category of Services provided through the Podium Services. We removed legacy references (such as "formerly Voice" and "formerly Campaigns") and added language stating that use of the Services in excess of the applicable Scope of Use may result in additional fees.
Section 2.3 (Modification of the Services): We clarified that if Podium makes a material adverse change to a specific Service, you may terminate that Service and receive a pro-rated refund of pre-paid, unused Fees for that Service.
Section 2.4 (Additional Terms): We added a new "Third-Party Terms" provision. If you use Third-Party Services in connection with the Podium Services, you agree to be bound by the applicable third-party terms.
Section 3.2 (Account Registration): We updated the liability standard for unauthorized account use. Podium will not be liable for losses or damages arising from unauthorized use of your account unless such loss was solely and directly caused by Podium's gross negligence or willful misconduct.
Section 3.3 (Eligibility and Use by Others): We clarified that Authorized Users must be natural persons and may not include bots, competitors, or third-party data scrapers other than in accordance with the Acceptable Use Policy. Podium may also audit your use of the Services to verify compliance with the Agreement.
Section 3.6 (General Restrictions): We added a restriction on automated access to the Services, except in accordance with the Acceptable Use Policy (see "Use of Agents" below).
Section 3.8 (AI Services): We restructured and expanded the AI Services section to provide clearer terms around your use of AI Services. Key updates include:
Compliance: You must use AI Services in compliance with these Terms, including the AUP.
No High-Risk Activities: The list of prohibited high-risk activities now includes legal advice and financial advice or decisions.
Pricing Output: A new section clarifies that Podium is not liable for pricing errors or inaccuracies when you use AI Services to quote or negotiate pricing. You retain full responsibility for reviewing and approving all pricing terms before any binding commitments are made.
Section 4.1 (Rights in Client Data): We added "Client trademarks, trade names, service marks, and logos" to the list of items included in Client Data. We also clarified that the licenses granted to Podium under this section are transferable in accordance with the terms of the agreement.
Section 4.5 (Storage): This section has been removed. Data retention and export obligations following termination are now addressed in Section 8.4.1 (Client Data Export and Deletion).
Section 4.5 (Privacy and Data Processing): We renamed "Service Provider" to "Service Partner" to align with the updated Data Processing Addendum. We also added language clarifying that Podium's obligations with respect to Client Data are limited to those explicitly stated in the Agreement and the DPA, and that Client is solely responsible for the accuracy, quality, integrity, and legality of all Client Data.
Section 4.6 (Franchisor/Licensor Data Sharing): If you are a franchisee or licensee, you authorize Podium to share Client Data with your franchisor or licensor, provided the franchisor or licensor has a contractual right to access that data. You may be required to provide a copy of the relevant Franchise or License Agreement demonstrating that right.
Section 5.2 (Customer Consent): Some AI Services may include speech recognition, transcription, or similar capabilities that may require informed consent from Customers under applicable Laws.
Section 6.2 (Support): We expanded this section to cover onboarding, data migration, and professional services. Where Services include data migration, you are responsible for delivering your data in a usable format and confirming its accuracy.
Section 7 (Fees and Payment): We made several updates to this section:
New Fee Categories (Section 7.1): We added definitions for "One-Time Fees" (setup, implementation, onboarding, professional services), "Usage Fees" (calculated based on consumption of Services), and "Overage Fees" (for use exceeding your Scope of Use).
Payment Terms (Section 7.2): We restructured payment terms to specify that: (a) Subscription Fees are paid annually in advance, unless your Subscription Documentation states otherwise; (b) One-Time Fees are due as invoiced and are not subject to auto-renewal; (c) Usage Fees are invoiced monthly in arrears; and (d) Overage Fees are charged in arrears. We also updated the non-refundable provision to clarify that all Fees (including Usage Fees, Overage Fees, and One-Time Fees) are non-refundable, except as expressly provided in the Agreement.
Cross-Border Tax Registration (Section 7.3): For cross-border sales into Canada or Australia, Podium may require you to provide a valid tax registration number (e.g., Canadian GST/HST Number, Australian ABN) confirming your status as a registered business entity.
Usage Rate Changes (Section 7.5): Podium may update published usage rates at any time upon 30 days' prior written notice. Updated usage rates apply to all usage occurring on or after the effective date specified in the notice, regardless of your current Subscription Term.
Usage Overages and Overage Fees (Section 7.6): If your use exceeds the applicable Scope of Use, you may be charged Overage Fees at Podium's then-current rates. You may dispute Overage Fees within 30 days of invoice.
Section 8.1 (Term): We updated the non-renewal notice period from one (1) month to thirty (30) days before the end of the then-current Subscription Term to provide clarity for our Clients.
Section 8.2 (Suspension of Services): We expanded the grounds for suspension to include: unpaid Overage Fees, Usage Fees, and One-Time Fees, as well as violations of the AUP. We also updated it to clarify Clients remain responsible for payment of Fees during any suspension period, regardless of fault or duration.
Section 8.3 (Termination for Cause): We restructured the bankruptcy/insolvency provision and added a new section (Section 8.3.1 (Dissolution or Cessation of Business)) addressing termination in the event of Client dissolution or cessation of business. If applicable, you may be required to provide documentation to Podium, and you remain responsible for Fees due for the remainder of your Subscription Term.
Section 8.4 (Effect of Termination): Upon termination, all accrued and unpaid Fees become immediately due and payable. One-Time Fees paid prior to termination are fully earned and non-refundable.
Section 8.4.1 (Client Data Export and Deletion): A new section addresses your data after termination. You may export your Client Data at any time during your Subscription Term. Following termination, you may request data export within 30 days ("Export Period"), subject to payment of all outstanding Fees and Podium's then-current professional services rates.
Section 10.2 (Suggestions): We updated the terms regarding Suggestions (feedback, ideas, or improvements) you provide to Podium to address Podium’s license to use and incorporate such feedback. We clarified that any implementation of Suggestions incorporated into Podium Technology is owned exclusively by Podium.
Section 11 (Third-Party Services): Throughout the Terms, we renamed "Third-Party Providers" and "Third-Party Products" to "Third-Party Services" to simplify and consolidate terminology. The substance of Podium's disclaimers regarding Third-Party Services remains the same.
Section 12.1 (Indemnification by Client): We added a new indemnification trigger: Client's reliance on or implementation of any Output generated by the AI Services.
Section 12.3 (Exclusions to Podium's Indemnification): We added IP infringement remedies: if you cannot use a portion of the Services due to an IP infringement claim, Podium may procure the right for continued use, replace or modify the Service, or terminate and refund unused Fees.
Section 15.1.3 (Location): For Australian Clients, mediation may now occur remotely or in Melbourne, Victoria, Australia (previously, remote participation was not specified).
Section 15.4 (Class and Jury Trial Waiver): We added a class action and jury trial waiver. You may opt out of the class action waiver by sending written notice to legal@podium.com within 30 days of first accepting the Agreement.
Section 15.5 (Limitation on Claims): We clarified that a 12-month limitation period for claims (excluding fraud, willful misconduct, and payment obligations) applies. This period is tolled during mediation. For Australian Clients, this limitation does not apply to non-excludable rights under the Australian Consumer Law.
Section 16.2 (Notices): We updated the notice provision so that notices to Podium must be sent to Podium Headquarters and by email to legal@podium.com. We also added that Podium may provide usage notifications and Overage Fee notices through the Services dashboard, email, or other electronic means.
Section 16.6 (Subcontractors; Service Partners): We renamed "Service Providers" to "Service Partners" and "other third parties" to "Subcontractors" to align with the updated DPA. The substance of Podium's responsibility for its obligations under the Agreement remains the same.
Section 16.13 (Attorneys' Fees and Costs): We clarified the circumstances under which the prevailing party may recover attorneys' fees and costs, including actions to collect unpaid fees and enforce intellectual property rights.
Updates to the Privacy Policy
Services Description: We added "artificial intelligence and record management services" to the description of Services covered by the Privacy Policy.
Processor/Service Provider Role: We added language clarifying that Podium processes personal information about Customers in a "processor" or "service provider" capacity, and that the Privacy Policy does not cover how Clients use Customer personal information.
Contact Profiles: We updated Section 2.2 (Usage Information) to clarify that we may create contact profiles that combine information from multiple interactions and data sources.
Google Linked Accounts: We updated the language around linked Google accounts to clarify that Podium may use information from linked emails to "customize and refine the performance of third-party artificial intelligence tools" personalized for you, rather than to "develop, train, and improve" AI models.
AI Services and Personal Information: We added language in Section 3.1 (Providing and Improving Our Services) explaining that AI Services may personalize user experiences, provide automated responses and recommendations, and perform other functions. We also added that Podium may customize and refine the performance of third-party AI tools used to provide our Services.
AI Autonomous Communications: Certain AI Services may autonomously communicate with Customers on behalf of Clients via text message, voice call, review response, and other channels, and may access Customer personal information to provide personalized responses.
Client AI Disclosure Responsibility: Clients are solely responsible for providing any legally required disclosures to Customers regarding the use of AI features.
Global Privacy Control (GPC): We updated Section 5.3 (Your Choices) to state that Podium recognizes and honors Global Privacy Control (GPC) signals as valid opt-out requests for the sale or sharing of personal information where required by applicable law.
Messaging Terms: We updated the reference from "SMS Terms and Conditions" to "Podium Messaging Terms and Conditions."
Updates to the Acceptable Use Policy
AI Message Identity Prohibitions: We added language clarifying that prohibitions against falsification of identity or origin apply equally to messages initiated, sent, or facilitated by AI Services on your behalf. You may not configure AI Services to misrepresent the origin of any communication.
Use of Agents: We added a new section titled "Use of Agents" that governs the use of any software, bot, crawler, scraper, or automated system (including AI-based systems) that accesses or interacts with Podium Services. Key provisions include:
Limitation on Access: Podium may limit, restrict, suspend, or terminate Agent access at its sole discretion, including by imposing rate limits, access controls, or authentication requirements without prior notice.
Prohibited Uses: Agents may not copy, extract, or scrape Podium content; use Podium content to build competitive products or train AI/ML models; or access the Services to monitor competitively sensitive information.
Enforcement: Violations may result in immediate suspension or termination of access and the requirement to delete or return any improperly obtained Podium content.
Scope of Use and Reasonable Use Limits: AI Services are subject to Scope of Use limits. Exceeding those limits may result in Overage Fees in addition to suspension or termination. Actions taken through AI Services count toward your usage allocations.
AI Services, Responsibility, and Oversight: AI Services can perform actions on your behalf within your Podium account. You are responsible for all AI Service actions (including communications, transactions, and content generated through the Services) and are expected to maintain appropriate oversight, including reviewing AI-generated content for accuracy. All provisions of the AUP apply to AI Service actions.
Your Responsibility: AI Service actions are treated as your actions for purposes of this Policy and applicable law.
Human Oversight: You should monitor AI interactions with Customers, particularly during initial deployment.
Updates to the Data Processing Addendum
Processing Details (Section 2.1): We added language clarifying that the subject matter, nature, purpose of processing, types of Covered Data, categories of Data Subjects, and duration of processing are as described in the Underlying Agreement and documents referenced therein.
Security Incident Notification (Section 2.3.4): We refined the breach notification provision by: (a) defining "Security Incident" as a confirmed breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Covered Data; (b) requiring Podium to notify Client without undue delay after becoming aware of a Security Incident; and (c) requiring Podium to provide sufficient information to enable Client to fulfill its notification obligations.
Data Return (Section 2.3.7): We added a data return option. Upon termination, Podium will delete or, if specifically requested by Client, return Covered Data. Any return of Covered Data will be in a format reasonably determined by Podium, and Client will bear any costs associated with such return.
Service Partners (Section 4): We adopted the "Service Partners" terminology and added language requiring Podium to enter into a written agreement with each Service Partner that imposes data protection obligations no less protective than those set forth in the DPA.
Conflicts and Liability (Section 6): We clarified that the DPA controls over the Underlying Agreement specifically with respect to Podium's Processing of Covered Data. We also added language confirming that Podium's aggregate liability under the DPA is subject to the limitations of liability set forth in the Underlying Agreement.
Updates to the Payments Service Terms
PCI DSS Compliance (Section 3.2): We added language clarifying that with respect to Transactions processed through the Payment Processing Services, Podium acts solely as a service provider (as defined under PCI DSS) within your cardholder data environment. You remain the merchant of record and retain full responsibility for your own PCI DSS compliance obligations.
Terminal Products (Section 2.2): We added language incorporating the Podium Limited Hardware Warranty and Refund Policy by reference for any Terminal Products.
Chargebacks and Disputes (Section 5.4): We restructured and expanded the chargebacks section. Client is solely responsible for all chargebacks, reversals, claims, fines, fees, penalties, and related liability, and authorizes Podium to deduct such amounts from available balances. If balances are insufficient, Client agrees to pay within five business days of demand. We also added a new Prohibited Chargeback Practices provision stating that Client shall not encourage or instruct customers to initiate chargebacks; violation constitutes a material breach.
Prohibited Transmissions (Section 6.4): A new section prohibits the transmission of cardholder data (as defined by PCI DSS) through Podium Services other than the Payments Service, including primary account numbers, card security codes, magnetic-stripe data, and other sensitive authentication data.
Right to Setoff (Section 7.8): A new section provides that Podium may, without prior notice, setoff any amounts you owe from your PPSP Account balance, pending settlement or payout, the Reserve, or your bank account.
Indemnification (Section 9): We added additional details to the indemnification provision. Client agrees to defend, indemnify, and hold harmless Podium from claims arising from: use of the Payments Service, breach of the Agreement or PPSP Agreement, Client's products or services, Transactions, fines or penalties imposed by payment networks or regulators, and unauthorized or fraudulent activity associated with Client's account.
Stripe Capital (Section 10.3): We removed the beta label from Stripe Capital, as it is now a generally available financing service.
Prohibited Businesses (Section 6.2): We simplified the Prohibited Businesses list by removing categories already covered by the AUP and the Stripe Restricted Business List.
Updates to the Phones Service Terms
Phones Availability (Section 2.1): We added Canada to the list of countries where Podium Phones may be used (previously United States and Australia only).
Desk Phone Availability: We removed the geographic limitation that restricted Desk Phones to the United States and Australia only.
Web Phone (Section 1): We updated the Web Phone definition to include both the "web or desktop application" (previously only "desktop application").
Recording and Transcription (Section 3.3): We expanded this section to expressly include transcription features alongside recording features. You remain solely responsible for complying with applicable Laws when using these features.
Fees (Section 6.2): We added "Industry Fees" to the types of fees for which you are responsible in connection with your use of Phones.
Limited Desk Phone Warranty (Section 8): Warranty and refund rights for Desk Phone Products are now governed by the new Hardware Warranty Policy (see below).
Updates to the Terminal Service Terms
Terminal Products as Podium Hardware (Section 1): We updated the definition to clarify that Terminal Products are "Podium Hardware" for purposes of the Hardware Warranty Policy.
Territory (Section 1): We removed the separate "Terminal Services Territory" definition and simplified references to use the standard "Territory" definition from the Terms of Service.
Returns (Section 3.4): Returns of Terminal Products are now governed by the Hardware Warranty Policy (see below).
Limited Hardware Warranty (Section 9): Warranty coverage for Terminal Products is now governed by the Hardware Warranty Policy (see below for key provisions).
Disclaimer and Liability (Sections 10, 11): We updated the disclaimer and liability provisions to reference the Hardware Warranty Policy, which controls for all hardware-related matters.
New: Podium Limited Hardware Warranty and Refund Policy
We introduced a new Hardware Warranty Policy that consolidates warranty, refund, and return terms for all Podium hardware products (Desk Phones and Terminal Products). Key provisions include:
12-Month Warranty Period: Podium Hardware is warranted against defects in materials and workmanship under normal use for 12 months from the date of delivery.
Warranty Exclusions: Coverage does not apply to damage from misuse, neglect, accident, unauthorized servicing or modification, acts of God, or use outside published specifications.
Warranty Remedies: If a valid claim is made during the Warranty Period, Podium will, at its option, repair or replace the hardware with new or refurbished hardware of equal or greater functionality, or provide a refund or credit for the purchase price.
90-Day Refund Window: Podium Hardware (other than Terminal Products, which have a 21-day window) may be returned for a full refund within 90 days of shipment if in original condition with all packaging, documentation, and accessories.
RMA Required: To initiate a warranty claim, you must contact Podium Support to request a Return Material Authorization (RMA) number. Returns without an RMA may be rejected.
Promotional Hardware: If you received hardware at no cost or at a reduced cost and cancel before the later of 12 months from delivery or the end of your initial Subscription Term, you must return the hardware within 30 days or Podium may charge the full retail price.
Liability Cap: Podium's liability for hardware warranty claims is limited to the purchase price paid for the affected hardware. Podium will not be liable for indirect, incidental, special, or consequential damages.
Australian Consumer Law: For Australian Clients, the Policy includes a notice regarding non-excludable guarantees under the Australian Consumer Law.
New: Third-Party Service Terms Addendum
We introduced a new Third-Party Service Terms Addendum that consolidates the specific terms and notices Podium is contractually required to pass through from certain third-party providers. The Addendum applies only to Clients who use the corresponding Third-Party Service. By enabling or using a Third-Party Service, you agree to the applicable Third-Party Terms in addition to Podium’s Terms of Service.
Effective September 22nd 2026 to September 22nd 2026
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Table of Contents
Updates to Podium's Terms of Service
October 1, 2026
We've updated our Terms of Service, including certain Additional Terms and other documents incorporated into our Terms of Service as described below (collectively, the "Terms"). These updates went into effect for new clients beginning on October 1, 2026 and will go into effect for existing users on October 15, 2026 (unless you have a separate, negotiated agreement with Podium that supersedes the Terms). Beginning on that date, you will need to accept the Terms and acknowledge the Privacy Policy when you log into your account, in order to continue using the Podium Services.
Capitalized terms not defined on this page have the same meanings given to them in the Terms. You can read the full terms in the links below, along with summaries of key updates and other important information, including answers to some frequently asked questions (FAQs).
FAQs
Where can Podium's Terms be accessed?
Podium's Terms are currently available within the Podium Legal Center (the "Legal Center"). The Legal Center houses Podium's standard Terms for all Podium clients, including those located in the United States, Canada, and Australia ("Client(s)"), and the different products and services we provide.
The Terms available in the Legal Center include:
Terms of Service
Acceptable Use Policy (“AUP”)
Privacy Policy
Payments Service Terms
Fraud Protection Service Terms
Terminal Service Terms
Phones Service Terms
Marketplace Terms of Service
Business Associate Agreement (US Only)
Data Processing Addendum
Third-Party Service Terms Addendum
API Terms of Use
Developer Terms
Why are the Terms being updated?
Podium updates its Terms from time to time, as needed, to better support you and your business, to align our Terms with changes to applicable laws, rules, and regulations, to account for general industry changes, and to incorporate new or updated elements as Podium builds or offers new products/features.
With this update, key areas of focus include: (1) adding terms for Podium's AI Services, (2) introducing usage-based pricing and overage fee structures, (3) consolidating hardware warranty and refund terms into a standalone policy, and (4) making general clarifications and structural improvements across all documents.
How do the Terms support new products and features?
Many of the latest updates to our Terms support recent or upcoming product and feature launches, including but not limited to the following:
AI Services: Podium's AI-powered tools, including AI agents
Usage-Based Pricing: New fee categories (Usage Fees, Overage Fees, One-Time Fees) to support flexible billing. These fee categories are intended to clarify the different types of fees that already apply to your Subscription and the Services you use. Your existing Subscription Fees to which you’ve already agreed are not changing as a result of this update.
Podium Limited Hardware Warranty and Refund Policy: A new standalone policy governing all Podium hardware (Desk Phones, Terminal Products)
Please see the summaries below for a more detailed overview of key changes to our Terms.
Do these updates apply to me?
These updates apply to anyone who accesses or uses Podium's Services. Please note, however, that if you or your company have entered into a separate written agreement with Podium concerning specific services, the terms of that agreement control if there is any conflict between that agreement and the updated Terms, unless the contract otherwise allows for the applicable terms to be updated via this process.
When will this update apply to me?
The updates went into effect for new clients beginning on October 1, 2026 and will go into effect for existing users on October 15, 2026. Beginning on that date, you'll be prompted to accept the updated Terms when you log in to your Podium account.
What if I don't want to accept the updated Terms?
In order to continue accessing/using Podium's Services, you'll need to accept the updated Terms. If you have any specific questions/concerns, we can help to address those. Please contact Podium Support at support@podium.com with any questions.
Again, if you or your company have entered into a separate written agreement with Podium concerning specific services, the terms of that agreement control if there is any conflict between that agreement and the updated Terms, unless the contract otherwise allows for the terms and conditions to be updated via this process.
Where can I see previous versions of the Terms?
Previous versions of the Terms can be found in the Legal Center.
Updates to the Terms of Service
Section 2.1 (Services): We added "artificial intelligence services" as a named category of Services provided through the Podium Services. We removed legacy references (such as "formerly Voice" and "formerly Campaigns") and added language stating that use of the Services in excess of the applicable Scope of Use may result in additional fees.
Section 2.3 (Modification of the Services): We clarified that if Podium makes a material adverse change to a specific Service, you may terminate that Service and receive a pro-rated refund of pre-paid, unused Fees for that Service.
Section 2.4 (Additional Terms): We added a new "Third-Party Terms" provision. If you use Third-Party Services in connection with the Podium Services, you agree to be bound by the applicable third-party terms.
Section 3.2 (Account Registration): We updated the liability standard for unauthorized account use. Podium will not be liable for losses or damages arising from unauthorized use of your account unless such loss was solely and directly caused by Podium's gross negligence or willful misconduct.
Section 3.3 (Eligibility and Use by Others): We clarified that Authorized Users must be natural persons and may not include bots, competitors, or third-party data scrapers other than in accordance with the Acceptable Use Policy. Podium may also audit your use of the Services to verify compliance with the Agreement.
Section 3.6 (General Restrictions): We added a restriction on automated access to the Services, except in accordance with the Acceptable Use Policy (see "Use of Agents" below).
Section 3.8 (AI Services): We restructured and expanded the AI Services section to provide clearer terms around your use of AI Services. Key updates include:
Compliance: You must use AI Services in compliance with these Terms, including the AUP.
No High-Risk Activities: The list of prohibited high-risk activities now includes legal advice and financial advice or decisions.
Pricing Output: A new section clarifies that Podium is not liable for pricing errors or inaccuracies when you use AI Services to quote or negotiate pricing. You retain full responsibility for reviewing and approving all pricing terms before any binding commitments are made.
Section 4.1 (Rights in Client Data): We added "Client trademarks, trade names, service marks, and logos" to the list of items included in Client Data. We also clarified that the licenses granted to Podium under this section are transferable in accordance with the terms of the agreement.
Section 4.5 (Storage): This section has been removed. Data retention and export obligations following termination are now addressed in Section 8.4.1 (Client Data Export and Deletion).
Section 4.5 (Privacy and Data Processing): We renamed "Service Provider" to "Service Partner" to align with the updated Data Processing Addendum. We also added language clarifying that Podium's obligations with respect to Client Data are limited to those explicitly stated in the Agreement and the DPA, and that Client is solely responsible for the accuracy, quality, integrity, and legality of all Client Data.
Section 4.6 (Franchisor/Licensor Data Sharing): If you are a franchisee or licensee, you authorize Podium to share Client Data with your franchisor or licensor, provided the franchisor or licensor has a contractual right to access that data. You may be required to provide a copy of the relevant Franchise or License Agreement demonstrating that right.
Section 5.2 (Customer Consent): Some AI Services may include speech recognition, transcription, or similar capabilities that may require informed consent from Customers under applicable Laws.
Section 6.2 (Support): We expanded this section to cover onboarding, data migration, and professional services. Where Services include data migration, you are responsible for delivering your data in a usable format and confirming its accuracy.
Section 7 (Fees and Payment): We made several updates to this section:
New Fee Categories (Section 7.1): We added definitions for "One-Time Fees" (setup, implementation, onboarding, professional services), "Usage Fees" (calculated based on consumption of Services), and "Overage Fees" (for use exceeding your Scope of Use).
Payment Terms (Section 7.2): We restructured payment terms to specify that: (a) Subscription Fees are paid annually in advance, unless your Subscription Documentation states otherwise; (b) One-Time Fees are due as invoiced and are not subject to auto-renewal; (c) Usage Fees are invoiced monthly in arrears; and (d) Overage Fees are charged in arrears. We also updated the non-refundable provision to clarify that all Fees (including Usage Fees, Overage Fees, and One-Time Fees) are non-refundable, except as expressly provided in the Agreement.
Cross-Border Tax Registration (Section 7.3): For cross-border sales into Canada or Australia, Podium may require you to provide a valid tax registration number (e.g., Canadian GST/HST Number, Australian ABN) confirming your status as a registered business entity.
Usage Rate Changes (Section 7.5): Podium may update published usage rates at any time upon 30 days' prior written notice. Updated usage rates apply to all usage occurring on or after the effective date specified in the notice, regardless of your current Subscription Term.
Usage Overages and Overage Fees (Section 7.6): If your use exceeds the applicable Scope of Use, you may be charged Overage Fees at Podium's then-current rates. You may dispute Overage Fees within 30 days of invoice.
Section 8.1 (Term): We updated the non-renewal notice period from one (1) month to thirty (30) days before the end of the then-current Subscription Term to provide clarity for our Clients.
Section 8.2 (Suspension of Services): We expanded the grounds for suspension to include: unpaid Overage Fees, Usage Fees, and One-Time Fees, as well as violations of the AUP. We also updated it to clarify Clients remain responsible for payment of Fees during any suspension period, regardless of fault or duration.
Section 8.3 (Termination for Cause): We restructured the bankruptcy/insolvency provision and added a new section (Section 8.3.1 (Dissolution or Cessation of Business)) addressing termination in the event of Client dissolution or cessation of business. If applicable, you may be required to provide documentation to Podium, and you remain responsible for Fees due for the remainder of your Subscription Term.
Section 8.4 (Effect of Termination): Upon termination, all accrued and unpaid Fees become immediately due and payable. One-Time Fees paid prior to termination are fully earned and non-refundable.
Section 8.4.1 (Client Data Export and Deletion): A new section addresses your data after termination. You may export your Client Data at any time during your Subscription Term. Following termination, you may request data export within 30 days ("Export Period"), subject to payment of all outstanding Fees and Podium's then-current professional services rates.
Section 10.2 (Suggestions): We updated the terms regarding Suggestions (feedback, ideas, or improvements) you provide to Podium to address Podium’s license to use and incorporate such feedback. We clarified that any implementation of Suggestions incorporated into Podium Technology is owned exclusively by Podium.
Section 11 (Third-Party Services): Throughout the Terms, we renamed "Third-Party Providers" and "Third-Party Products" to "Third-Party Services" to simplify and consolidate terminology. The substance of Podium's disclaimers regarding Third-Party Services remains the same.
Section 12.1 (Indemnification by Client): We added a new indemnification trigger: Client's reliance on or implementation of any Output generated by the AI Services.
Section 12.3 (Exclusions to Podium's Indemnification): We added IP infringement remedies: if you cannot use a portion of the Services due to an IP infringement claim, Podium may procure the right for continued use, replace or modify the Service, or terminate and refund unused Fees.
Section 15.1.3 (Location): For Australian Clients, mediation may now occur remotely or in Melbourne, Victoria, Australia (previously, remote participation was not specified).
Section 15.4 (Class and Jury Trial Waiver): We added a class action and jury trial waiver. You may opt out of the class action waiver by sending written notice to legal@podium.com within 30 days of first accepting the Agreement.
Section 15.5 (Limitation on Claims): We clarified that a 12-month limitation period for claims (excluding fraud, willful misconduct, and payment obligations) applies. This period is tolled during mediation. For Australian Clients, this limitation does not apply to non-excludable rights under the Australian Consumer Law.
Section 16.2 (Notices): We updated the notice provision so that notices to Podium must be sent to Podium Headquarters and by email to legal@podium.com. We also added that Podium may provide usage notifications and Overage Fee notices through the Services dashboard, email, or other electronic means.
Section 16.6 (Subcontractors; Service Partners): We renamed "Service Providers" to "Service Partners" and "other third parties" to "Subcontractors" to align with the updated DPA. The substance of Podium's responsibility for its obligations under the Agreement remains the same.
Section 16.13 (Attorneys' Fees and Costs): We clarified the circumstances under which the prevailing party may recover attorneys' fees and costs, including actions to collect unpaid fees and enforce intellectual property rights.
Updates to the Privacy Policy
Services Description: We added "artificial intelligence and record management services" to the description of Services covered by the Privacy Policy.
Processor/Service Provider Role: We added language clarifying that Podium processes personal information about Customers in a "processor" or "service provider" capacity, and that the Privacy Policy does not cover how Clients use Customer personal information.
Contact Profiles: We updated Section 2.2 (Usage Information) to clarify that we may create contact profiles that combine information from multiple interactions and data sources.
Google Linked Accounts: We updated the language around linked Google accounts to clarify that Podium may use information from linked emails to "customize and refine the performance of third-party artificial intelligence tools" personalized for you, rather than to "develop, train, and improve" AI models.
AI Services and Personal Information: We added language in Section 3.1 (Providing and Improving Our Services) explaining that AI Services may personalize user experiences, provide automated responses and recommendations, and perform other functions. We also added that Podium may customize and refine the performance of third-party AI tools used to provide our Services.
AI Autonomous Communications: Certain AI Services may autonomously communicate with Customers on behalf of Clients via text message, voice call, review response, and other channels, and may access Customer personal information to provide personalized responses.
Client AI Disclosure Responsibility: Clients are solely responsible for providing any legally required disclosures to Customers regarding the use of AI features.
Global Privacy Control (GPC): We updated Section 5.3 (Your Choices) to state that Podium recognizes and honors Global Privacy Control (GPC) signals as valid opt-out requests for the sale or sharing of personal information where required by applicable law.
Messaging Terms: We updated the reference from "SMS Terms and Conditions" to "Podium Messaging Terms and Conditions."
Updates to the Acceptable Use Policy
AI Message Identity Prohibitions: We added language clarifying that prohibitions against falsification of identity or origin apply equally to messages initiated, sent, or facilitated by AI Services on your behalf. You may not configure AI Services to misrepresent the origin of any communication.
Use of Agents: We added a new section titled "Use of Agents" that governs the use of any software, bot, crawler, scraper, or automated system (including AI-based systems) that accesses or interacts with Podium Services. Key provisions include:
Limitation on Access: Podium may limit, restrict, suspend, or terminate Agent access at its sole discretion, including by imposing rate limits, access controls, or authentication requirements without prior notice.
Prohibited Uses: Agents may not copy, extract, or scrape Podium content; use Podium content to build competitive products or train AI/ML models; or access the Services to monitor competitively sensitive information.
Enforcement: Violations may result in immediate suspension or termination of access and the requirement to delete or return any improperly obtained Podium content.
Scope of Use and Reasonable Use Limits: AI Services are subject to Scope of Use limits. Exceeding those limits may result in Overage Fees in addition to suspension or termination. Actions taken through AI Services count toward your usage allocations.
AI Services, Responsibility, and Oversight: AI Services can perform actions on your behalf within your Podium account. You are responsible for all AI Service actions (including communications, transactions, and content generated through the Services) and are expected to maintain appropriate oversight, including reviewing AI-generated content for accuracy. All provisions of the AUP apply to AI Service actions.
Your Responsibility: AI Service actions are treated as your actions for purposes of this Policy and applicable law.
Human Oversight: You should monitor AI interactions with Customers, particularly during initial deployment.
Updates to the Data Processing Addendum
Processing Details (Section 2.1): We added language clarifying that the subject matter, nature, purpose of processing, types of Covered Data, categories of Data Subjects, and duration of processing are as described in the Underlying Agreement and documents referenced therein.
Security Incident Notification (Section 2.3.4): We refined the breach notification provision by: (a) defining "Security Incident" as a confirmed breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Covered Data; (b) requiring Podium to notify Client without undue delay after becoming aware of a Security Incident; and (c) requiring Podium to provide sufficient information to enable Client to fulfill its notification obligations.
Data Return (Section 2.3.7): We added a data return option. Upon termination, Podium will delete or, if specifically requested by Client, return Covered Data. Any return of Covered Data will be in a format reasonably determined by Podium, and Client will bear any costs associated with such return.
Service Partners (Section 4): We adopted the "Service Partners" terminology and added language requiring Podium to enter into a written agreement with each Service Partner that imposes data protection obligations no less protective than those set forth in the DPA.
Conflicts and Liability (Section 6): We clarified that the DPA controls over the Underlying Agreement specifically with respect to Podium's Processing of Covered Data. We also added language confirming that Podium's aggregate liability under the DPA is subject to the limitations of liability set forth in the Underlying Agreement.
Updates to the Payments Service Terms
PCI DSS Compliance (Section 3.2): We added language clarifying that with respect to Transactions processed through the Payment Processing Services, Podium acts solely as a service provider (as defined under PCI DSS) within your cardholder data environment. You remain the merchant of record and retain full responsibility for your own PCI DSS compliance obligations.
Terminal Products (Section 2.2): We added language incorporating the Podium Limited Hardware Warranty and Refund Policy by reference for any Terminal Products.
Chargebacks and Disputes (Section 5.4): We restructured and expanded the chargebacks section. Client is solely responsible for all chargebacks, reversals, claims, fines, fees, penalties, and related liability, and authorizes Podium to deduct such amounts from available balances. If balances are insufficient, Client agrees to pay within five business days of demand. We also added a new Prohibited Chargeback Practices provision stating that Client shall not encourage or instruct customers to initiate chargebacks; violation constitutes a material breach.
Prohibited Transmissions (Section 6.4): A new section prohibits the transmission of cardholder data (as defined by PCI DSS) through Podium Services other than the Payments Service, including primary account numbers, card security codes, magnetic-stripe data, and other sensitive authentication data.
Right to Setoff (Section 7.8): A new section provides that Podium may, without prior notice, setoff any amounts you owe from your PPSP Account balance, pending settlement or payout, the Reserve, or your bank account.
Indemnification (Section 9): We added additional details to the indemnification provision. Client agrees to defend, indemnify, and hold harmless Podium from claims arising from: use of the Payments Service, breach of the Agreement or PPSP Agreement, Client's products or services, Transactions, fines or penalties imposed by payment networks or regulators, and unauthorized or fraudulent activity associated with Client's account.
Stripe Capital (Section 10.3): We removed the beta label from Stripe Capital, as it is now a generally available financing service.
Prohibited Businesses (Section 6.2): We simplified the Prohibited Businesses list by removing categories already covered by the AUP and the Stripe Restricted Business List.
Updates to the Phones Service Terms
Phones Availability (Section 2.1): We added Canada to the list of countries where Podium Phones may be used (previously United States and Australia only).
Desk Phone Availability: We removed the geographic limitation that restricted Desk Phones to the United States and Australia only.
Web Phone (Section 1): We updated the Web Phone definition to include both the "web or desktop application" (previously only "desktop application").
Recording and Transcription (Section 3.3): We expanded this section to expressly include transcription features alongside recording features. You remain solely responsible for complying with applicable Laws when using these features.
Fees (Section 6.2): We added "Industry Fees" to the types of fees for which you are responsible in connection with your use of Phones.
Limited Desk Phone Warranty (Section 8): Warranty and refund rights for Desk Phone Products are now governed by the new Hardware Warranty Policy (see below).
Updates to the Terminal Service Terms
Terminal Products as Podium Hardware (Section 1): We updated the definition to clarify that Terminal Products are "Podium Hardware" for purposes of the Hardware Warranty Policy.
Territory (Section 1): We removed the separate "Terminal Services Territory" definition and simplified references to use the standard "Territory" definition from the Terms of Service.
Returns (Section 3.4): Returns of Terminal Products are now governed by the Hardware Warranty Policy (see below).
Limited Hardware Warranty (Section 9): Warranty coverage for Terminal Products is now governed by the Hardware Warranty Policy (see below for key provisions).
Disclaimer and Liability (Sections 10, 11): We updated the disclaimer and liability provisions to reference the Hardware Warranty Policy, which controls for all hardware-related matters.
New: Podium Limited Hardware Warranty and Refund Policy
We introduced a new Hardware Warranty Policy that consolidates warranty, refund, and return terms for all Podium hardware products (Desk Phones and Terminal Products). Key provisions include:
12-Month Warranty Period: Podium Hardware is warranted against defects in materials and workmanship under normal use for 12 months from the date of delivery.
Warranty Exclusions: Coverage does not apply to damage from misuse, neglect, accident, unauthorized servicing or modification, acts of God, or use outside published specifications.
Warranty Remedies: If a valid claim is made during the Warranty Period, Podium will, at its option, repair or replace the hardware with new or refurbished hardware of equal or greater functionality, or provide a refund or credit for the purchase price.
90-Day Refund Window: Podium Hardware (other than Terminal Products, which have a 21-day window) may be returned for a full refund within 90 days of shipment if in original condition with all packaging, documentation, and accessories.
RMA Required: To initiate a warranty claim, you must contact Podium Support to request a Return Material Authorization (RMA) number. Returns without an RMA may be rejected.
Promotional Hardware: If you received hardware at no cost or at a reduced cost and cancel before the later of 12 months from delivery or the end of your initial Subscription Term, you must return the hardware within 30 days or Podium may charge the full retail price.
Liability Cap: Podium's liability for hardware warranty claims is limited to the purchase price paid for the affected hardware. Podium will not be liable for indirect, incidental, special, or consequential damages.
Australian Consumer Law: For Australian Clients, the Policy includes a notice regarding non-excludable guarantees under the Australian Consumer Law.
New: Third-Party Service Terms Addendum
We introduced a new Third-Party Service Terms Addendum that consolidates the specific terms and notices Podium is contractually required to pass through from certain third-party providers. The Addendum applies only to Clients who use the corresponding Third-Party Service. By enabling or using a Third-Party Service, you agree to the applicable Third-Party Terms in addition to Podium’s Terms of Service.
Effective September 22nd 2026 to September 22nd 2026
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Table of Contents
Updates to Podium's Terms of Service
October 1, 2026
We've updated our Terms of Service, including certain Additional Terms and other documents incorporated into our Terms of Service as described below (collectively, the "Terms"). These updates went into effect for new clients beginning on October 1, 2026 and will go into effect for existing users on October 15, 2026 (unless you have a separate, negotiated agreement with Podium that supersedes the Terms). Beginning on that date, you will need to accept the Terms and acknowledge the Privacy Policy when you log into your account, in order to continue using the Podium Services.
Capitalized terms not defined on this page have the same meanings given to them in the Terms. You can read the full terms in the links below, along with summaries of key updates and other important information, including answers to some frequently asked questions (FAQs).
FAQs
Where can Podium's Terms be accessed?
Podium's Terms are currently available within the Podium Legal Center (the "Legal Center"). The Legal Center houses Podium's standard Terms for all Podium clients, including those located in the United States, Canada, and Australia ("Client(s)"), and the different products and services we provide.
The Terms available in the Legal Center include:
Terms of Service
Acceptable Use Policy (“AUP”)
Privacy Policy
Payments Service Terms
Fraud Protection Service Terms
Terminal Service Terms
Phones Service Terms
Marketplace Terms of Service
Business Associate Agreement (US Only)
Data Processing Addendum
Third-Party Service Terms Addendum
API Terms of Use
Developer Terms
Why are the Terms being updated?
Podium updates its Terms from time to time, as needed, to better support you and your business, to align our Terms with changes to applicable laws, rules, and regulations, to account for general industry changes, and to incorporate new or updated elements as Podium builds or offers new products/features.
With this update, key areas of focus include: (1) adding terms for Podium's AI Services, (2) introducing usage-based pricing and overage fee structures, (3) consolidating hardware warranty and refund terms into a standalone policy, and (4) making general clarifications and structural improvements across all documents.
How do the Terms support new products and features?
Many of the latest updates to our Terms support recent or upcoming product and feature launches, including but not limited to the following:
AI Services: Podium's AI-powered tools, including AI agents
Usage-Based Pricing: New fee categories (Usage Fees, Overage Fees, One-Time Fees) to support flexible billing. These fee categories are intended to clarify the different types of fees that already apply to your Subscription and the Services you use. Your existing Subscription Fees to which you’ve already agreed are not changing as a result of this update.
Podium Limited Hardware Warranty and Refund Policy: A new standalone policy governing all Podium hardware (Desk Phones, Terminal Products)
Please see the summaries below for a more detailed overview of key changes to our Terms.
Do these updates apply to me?
These updates apply to anyone who accesses or uses Podium's Services. Please note, however, that if you or your company have entered into a separate written agreement with Podium concerning specific services, the terms of that agreement control if there is any conflict between that agreement and the updated Terms, unless the contract otherwise allows for the applicable terms to be updated via this process.
When will this update apply to me?
The updates went into effect for new clients beginning on October 1, 2026 and will go into effect for existing users on October 15, 2026. Beginning on that date, you'll be prompted to accept the updated Terms when you log in to your Podium account.
What if I don't want to accept the updated Terms?
In order to continue accessing/using Podium's Services, you'll need to accept the updated Terms. If you have any specific questions/concerns, we can help to address those. Please contact Podium Support at support@podium.com with any questions.
Again, if you or your company have entered into a separate written agreement with Podium concerning specific services, the terms of that agreement control if there is any conflict between that agreement and the updated Terms, unless the contract otherwise allows for the terms and conditions to be updated via this process.
Where can I see previous versions of the Terms?
Previous versions of the Terms can be found in the Legal Center.
Updates to the Terms of Service
Section 2.1 (Services): We added "artificial intelligence services" as a named category of Services provided through the Podium Services. We removed legacy references (such as "formerly Voice" and "formerly Campaigns") and added language stating that use of the Services in excess of the applicable Scope of Use may result in additional fees.
Section 2.3 (Modification of the Services): We clarified that if Podium makes a material adverse change to a specific Service, you may terminate that Service and receive a pro-rated refund of pre-paid, unused Fees for that Service.
Section 2.4 (Additional Terms): We added a new "Third-Party Terms" provision. If you use Third-Party Services in connection with the Podium Services, you agree to be bound by the applicable third-party terms.
Section 3.2 (Account Registration): We updated the liability standard for unauthorized account use. Podium will not be liable for losses or damages arising from unauthorized use of your account unless such loss was solely and directly caused by Podium's gross negligence or willful misconduct.
Section 3.3 (Eligibility and Use by Others): We clarified that Authorized Users must be natural persons and may not include bots, competitors, or third-party data scrapers other than in accordance with the Acceptable Use Policy. Podium may also audit your use of the Services to verify compliance with the Agreement.
Section 3.6 (General Restrictions): We added a restriction on automated access to the Services, except in accordance with the Acceptable Use Policy (see "Use of Agents" below).
Section 3.8 (AI Services): We restructured and expanded the AI Services section to provide clearer terms around your use of AI Services. Key updates include:
Compliance: You must use AI Services in compliance with these Terms, including the AUP.
No High-Risk Activities: The list of prohibited high-risk activities now includes legal advice and financial advice or decisions.
Pricing Output: A new section clarifies that Podium is not liable for pricing errors or inaccuracies when you use AI Services to quote or negotiate pricing. You retain full responsibility for reviewing and approving all pricing terms before any binding commitments are made.
Section 4.1 (Rights in Client Data): We added "Client trademarks, trade names, service marks, and logos" to the list of items included in Client Data. We also clarified that the licenses granted to Podium under this section are transferable in accordance with the terms of the agreement.
Section 4.5 (Storage): This section has been removed. Data retention and export obligations following termination are now addressed in Section 8.4.1 (Client Data Export and Deletion).
Section 4.5 (Privacy and Data Processing): We renamed "Service Provider" to "Service Partner" to align with the updated Data Processing Addendum. We also added language clarifying that Podium's obligations with respect to Client Data are limited to those explicitly stated in the Agreement and the DPA, and that Client is solely responsible for the accuracy, quality, integrity, and legality of all Client Data.
Section 4.6 (Franchisor/Licensor Data Sharing): If you are a franchisee or licensee, you authorize Podium to share Client Data with your franchisor or licensor, provided the franchisor or licensor has a contractual right to access that data. You may be required to provide a copy of the relevant Franchise or License Agreement demonstrating that right.
Section 5.2 (Customer Consent): Some AI Services may include speech recognition, transcription, or similar capabilities that may require informed consent from Customers under applicable Laws.
Section 6.2 (Support): We expanded this section to cover onboarding, data migration, and professional services. Where Services include data migration, you are responsible for delivering your data in a usable format and confirming its accuracy.
Section 7 (Fees and Payment): We made several updates to this section:
New Fee Categories (Section 7.1): We added definitions for "One-Time Fees" (setup, implementation, onboarding, professional services), "Usage Fees" (calculated based on consumption of Services), and "Overage Fees" (for use exceeding your Scope of Use).
Payment Terms (Section 7.2): We restructured payment terms to specify that: (a) Subscription Fees are paid annually in advance, unless your Subscription Documentation states otherwise; (b) One-Time Fees are due as invoiced and are not subject to auto-renewal; (c) Usage Fees are invoiced monthly in arrears; and (d) Overage Fees are charged in arrears. We also updated the non-refundable provision to clarify that all Fees (including Usage Fees, Overage Fees, and One-Time Fees) are non-refundable, except as expressly provided in the Agreement.
Cross-Border Tax Registration (Section 7.3): For cross-border sales into Canada or Australia, Podium may require you to provide a valid tax registration number (e.g., Canadian GST/HST Number, Australian ABN) confirming your status as a registered business entity.
Usage Rate Changes (Section 7.5): Podium may update published usage rates at any time upon 30 days' prior written notice. Updated usage rates apply to all usage occurring on or after the effective date specified in the notice, regardless of your current Subscription Term.
Usage Overages and Overage Fees (Section 7.6): If your use exceeds the applicable Scope of Use, you may be charged Overage Fees at Podium's then-current rates. You may dispute Overage Fees within 30 days of invoice.
Section 8.1 (Term): We updated the non-renewal notice period from one (1) month to thirty (30) days before the end of the then-current Subscription Term to provide clarity for our Clients.
Section 8.2 (Suspension of Services): We expanded the grounds for suspension to include: unpaid Overage Fees, Usage Fees, and One-Time Fees, as well as violations of the AUP. We also updated it to clarify Clients remain responsible for payment of Fees during any suspension period, regardless of fault or duration.
Section 8.3 (Termination for Cause): We restructured the bankruptcy/insolvency provision and added a new section (Section 8.3.1 (Dissolution or Cessation of Business)) addressing termination in the event of Client dissolution or cessation of business. If applicable, you may be required to provide documentation to Podium, and you remain responsible for Fees due for the remainder of your Subscription Term.
Section 8.4 (Effect of Termination): Upon termination, all accrued and unpaid Fees become immediately due and payable. One-Time Fees paid prior to termination are fully earned and non-refundable.
Section 8.4.1 (Client Data Export and Deletion): A new section addresses your data after termination. You may export your Client Data at any time during your Subscription Term. Following termination, you may request data export within 30 days ("Export Period"), subject to payment of all outstanding Fees and Podium's then-current professional services rates.
Section 10.2 (Suggestions): We updated the terms regarding Suggestions (feedback, ideas, or improvements) you provide to Podium to address Podium’s license to use and incorporate such feedback. We clarified that any implementation of Suggestions incorporated into Podium Technology is owned exclusively by Podium.
Section 11 (Third-Party Services): Throughout the Terms, we renamed "Third-Party Providers" and "Third-Party Products" to "Third-Party Services" to simplify and consolidate terminology. The substance of Podium's disclaimers regarding Third-Party Services remains the same.
Section 12.1 (Indemnification by Client): We added a new indemnification trigger: Client's reliance on or implementation of any Output generated by the AI Services.
Section 12.3 (Exclusions to Podium's Indemnification): We added IP infringement remedies: if you cannot use a portion of the Services due to an IP infringement claim, Podium may procure the right for continued use, replace or modify the Service, or terminate and refund unused Fees.
Section 15.1.3 (Location): For Australian Clients, mediation may now occur remotely or in Melbourne, Victoria, Australia (previously, remote participation was not specified).
Section 15.4 (Class and Jury Trial Waiver): We added a class action and jury trial waiver. You may opt out of the class action waiver by sending written notice to legal@podium.com within 30 days of first accepting the Agreement.
Section 15.5 (Limitation on Claims): We clarified that a 12-month limitation period for claims (excluding fraud, willful misconduct, and payment obligations) applies. This period is tolled during mediation. For Australian Clients, this limitation does not apply to non-excludable rights under the Australian Consumer Law.
Section 16.2 (Notices): We updated the notice provision so that notices to Podium must be sent to Podium Headquarters and by email to legal@podium.com. We also added that Podium may provide usage notifications and Overage Fee notices through the Services dashboard, email, or other electronic means.
Section 16.6 (Subcontractors; Service Partners): We renamed "Service Providers" to "Service Partners" and "other third parties" to "Subcontractors" to align with the updated DPA. The substance of Podium's responsibility for its obligations under the Agreement remains the same.
Section 16.13 (Attorneys' Fees and Costs): We clarified the circumstances under which the prevailing party may recover attorneys' fees and costs, including actions to collect unpaid fees and enforce intellectual property rights.
Updates to the Privacy Policy
Services Description: We added "artificial intelligence and record management services" to the description of Services covered by the Privacy Policy.
Processor/Service Provider Role: We added language clarifying that Podium processes personal information about Customers in a "processor" or "service provider" capacity, and that the Privacy Policy does not cover how Clients use Customer personal information.
Contact Profiles: We updated Section 2.2 (Usage Information) to clarify that we may create contact profiles that combine information from multiple interactions and data sources.
Google Linked Accounts: We updated the language around linked Google accounts to clarify that Podium may use information from linked emails to "customize and refine the performance of third-party artificial intelligence tools" personalized for you, rather than to "develop, train, and improve" AI models.
AI Services and Personal Information: We added language in Section 3.1 (Providing and Improving Our Services) explaining that AI Services may personalize user experiences, provide automated responses and recommendations, and perform other functions. We also added that Podium may customize and refine the performance of third-party AI tools used to provide our Services.
AI Autonomous Communications: Certain AI Services may autonomously communicate with Customers on behalf of Clients via text message, voice call, review response, and other channels, and may access Customer personal information to provide personalized responses.
Client AI Disclosure Responsibility: Clients are solely responsible for providing any legally required disclosures to Customers regarding the use of AI features.
Global Privacy Control (GPC): We updated Section 5.3 (Your Choices) to state that Podium recognizes and honors Global Privacy Control (GPC) signals as valid opt-out requests for the sale or sharing of personal information where required by applicable law.
Messaging Terms: We updated the reference from "SMS Terms and Conditions" to "Podium Messaging Terms and Conditions."
Updates to the Acceptable Use Policy
AI Message Identity Prohibitions: We added language clarifying that prohibitions against falsification of identity or origin apply equally to messages initiated, sent, or facilitated by AI Services on your behalf. You may not configure AI Services to misrepresent the origin of any communication.
Use of Agents: We added a new section titled "Use of Agents" that governs the use of any software, bot, crawler, scraper, or automated system (including AI-based systems) that accesses or interacts with Podium Services. Key provisions include:
Limitation on Access: Podium may limit, restrict, suspend, or terminate Agent access at its sole discretion, including by imposing rate limits, access controls, or authentication requirements without prior notice.
Prohibited Uses: Agents may not copy, extract, or scrape Podium content; use Podium content to build competitive products or train AI/ML models; or access the Services to monitor competitively sensitive information.
Enforcement: Violations may result in immediate suspension or termination of access and the requirement to delete or return any improperly obtained Podium content.
Scope of Use and Reasonable Use Limits: AI Services are subject to Scope of Use limits. Exceeding those limits may result in Overage Fees in addition to suspension or termination. Actions taken through AI Services count toward your usage allocations.
AI Services, Responsibility, and Oversight: AI Services can perform actions on your behalf within your Podium account. You are responsible for all AI Service actions (including communications, transactions, and content generated through the Services) and are expected to maintain appropriate oversight, including reviewing AI-generated content for accuracy. All provisions of the AUP apply to AI Service actions.
Your Responsibility: AI Service actions are treated as your actions for purposes of this Policy and applicable law.
Human Oversight: You should monitor AI interactions with Customers, particularly during initial deployment.
Updates to the Data Processing Addendum
Processing Details (Section 2.1): We added language clarifying that the subject matter, nature, purpose of processing, types of Covered Data, categories of Data Subjects, and duration of processing are as described in the Underlying Agreement and documents referenced therein.
Security Incident Notification (Section 2.3.4): We refined the breach notification provision by: (a) defining "Security Incident" as a confirmed breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Covered Data; (b) requiring Podium to notify Client without undue delay after becoming aware of a Security Incident; and (c) requiring Podium to provide sufficient information to enable Client to fulfill its notification obligations.
Data Return (Section 2.3.7): We added a data return option. Upon termination, Podium will delete or, if specifically requested by Client, return Covered Data. Any return of Covered Data will be in a format reasonably determined by Podium, and Client will bear any costs associated with such return.
Service Partners (Section 4): We adopted the "Service Partners" terminology and added language requiring Podium to enter into a written agreement with each Service Partner that imposes data protection obligations no less protective than those set forth in the DPA.
Conflicts and Liability (Section 6): We clarified that the DPA controls over the Underlying Agreement specifically with respect to Podium's Processing of Covered Data. We also added language confirming that Podium's aggregate liability under the DPA is subject to the limitations of liability set forth in the Underlying Agreement.
Updates to the Payments Service Terms
PCI DSS Compliance (Section 3.2): We added language clarifying that with respect to Transactions processed through the Payment Processing Services, Podium acts solely as a service provider (as defined under PCI DSS) within your cardholder data environment. You remain the merchant of record and retain full responsibility for your own PCI DSS compliance obligations.
Terminal Products (Section 2.2): We added language incorporating the Podium Limited Hardware Warranty and Refund Policy by reference for any Terminal Products.
Chargebacks and Disputes (Section 5.4): We restructured and expanded the chargebacks section. Client is solely responsible for all chargebacks, reversals, claims, fines, fees, penalties, and related liability, and authorizes Podium to deduct such amounts from available balances. If balances are insufficient, Client agrees to pay within five business days of demand. We also added a new Prohibited Chargeback Practices provision stating that Client shall not encourage or instruct customers to initiate chargebacks; violation constitutes a material breach.
Prohibited Transmissions (Section 6.4): A new section prohibits the transmission of cardholder data (as defined by PCI DSS) through Podium Services other than the Payments Service, including primary account numbers, card security codes, magnetic-stripe data, and other sensitive authentication data.
Right to Setoff (Section 7.8): A new section provides that Podium may, without prior notice, setoff any amounts you owe from your PPSP Account balance, pending settlement or payout, the Reserve, or your bank account.
Indemnification (Section 9): We added additional details to the indemnification provision. Client agrees to defend, indemnify, and hold harmless Podium from claims arising from: use of the Payments Service, breach of the Agreement or PPSP Agreement, Client's products or services, Transactions, fines or penalties imposed by payment networks or regulators, and unauthorized or fraudulent activity associated with Client's account.
Stripe Capital (Section 10.3): We removed the beta label from Stripe Capital, as it is now a generally available financing service.
Prohibited Businesses (Section 6.2): We simplified the Prohibited Businesses list by removing categories already covered by the AUP and the Stripe Restricted Business List.
Updates to the Phones Service Terms
Phones Availability (Section 2.1): We added Canada to the list of countries where Podium Phones may be used (previously United States and Australia only).
Desk Phone Availability: We removed the geographic limitation that restricted Desk Phones to the United States and Australia only.
Web Phone (Section 1): We updated the Web Phone definition to include both the "web or desktop application" (previously only "desktop application").
Recording and Transcription (Section 3.3): We expanded this section to expressly include transcription features alongside recording features. You remain solely responsible for complying with applicable Laws when using these features.
Fees (Section 6.2): We added "Industry Fees" to the types of fees for which you are responsible in connection with your use of Phones.
Limited Desk Phone Warranty (Section 8): Warranty and refund rights for Desk Phone Products are now governed by the new Hardware Warranty Policy (see below).
Updates to the Terminal Service Terms
Terminal Products as Podium Hardware (Section 1): We updated the definition to clarify that Terminal Products are "Podium Hardware" for purposes of the Hardware Warranty Policy.
Territory (Section 1): We removed the separate "Terminal Services Territory" definition and simplified references to use the standard "Territory" definition from the Terms of Service.
Returns (Section 3.4): Returns of Terminal Products are now governed by the Hardware Warranty Policy (see below).
Limited Hardware Warranty (Section 9): Warranty coverage for Terminal Products is now governed by the Hardware Warranty Policy (see below for key provisions).
Disclaimer and Liability (Sections 10, 11): We updated the disclaimer and liability provisions to reference the Hardware Warranty Policy, which controls for all hardware-related matters.
New: Podium Limited Hardware Warranty and Refund Policy
We introduced a new Hardware Warranty Policy that consolidates warranty, refund, and return terms for all Podium hardware products (Desk Phones and Terminal Products). Key provisions include:
12-Month Warranty Period: Podium Hardware is warranted against defects in materials and workmanship under normal use for 12 months from the date of delivery.
Warranty Exclusions: Coverage does not apply to damage from misuse, neglect, accident, unauthorized servicing or modification, acts of God, or use outside published specifications.
Warranty Remedies: If a valid claim is made during the Warranty Period, Podium will, at its option, repair or replace the hardware with new or refurbished hardware of equal or greater functionality, or provide a refund or credit for the purchase price.
90-Day Refund Window: Podium Hardware (other than Terminal Products, which have a 21-day window) may be returned for a full refund within 90 days of shipment if in original condition with all packaging, documentation, and accessories.
RMA Required: To initiate a warranty claim, you must contact Podium Support to request a Return Material Authorization (RMA) number. Returns without an RMA may be rejected.
Promotional Hardware: If you received hardware at no cost or at a reduced cost and cancel before the later of 12 months from delivery or the end of your initial Subscription Term, you must return the hardware within 30 days or Podium may charge the full retail price.
Liability Cap: Podium's liability for hardware warranty claims is limited to the purchase price paid for the affected hardware. Podium will not be liable for indirect, incidental, special, or consequential damages.
Australian Consumer Law: For Australian Clients, the Policy includes a notice regarding non-excludable guarantees under the Australian Consumer Law.
New: Third-Party Service Terms Addendum
We introduced a new Third-Party Service Terms Addendum that consolidates the specific terms and notices Podium is contractually required to pass through from certain third-party providers. The Addendum applies only to Clients who use the corresponding Third-Party Service. By enabling or using a Third-Party Service, you agree to the applicable Third-Party Terms in addition to Podium’s Terms of Service.
Effective September 22nd 2026 to September 22nd 2026
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Updates to Podium’s Terms of Service
November 1, 2023
We’ve updated our Terms of Service (including the Payments Service Terms and Phones Service Terms), our Acceptable Use Policy, and our Privacy Policy (collectively, the “Terms”). These updates went into effect for new clients beginning on November 1, 2023 and will go into effect for existing users on November 8, 2023 (unless you have a separate, negotiated agreement with Podium that supersedes these Terms). Beginning on that date, you will need to accept the Terms and acknowledge the Privacy Policy when you log into your account, in order to continue using the Podium Services.
Capitalized terms not defined on this page have the same meanings given to them in the Terms. You can read the full terms in the links below, along with summaries of key updates and other important information, including answers to some frequently asked questions (FAQs).
FAQs
Where can Podium’s Terms be accessed?
Podium’s Terms are located within the Podium Legal Center (the “Legal Center”). The Legal Center houses Podium’s standard Terms for all Podium clients, including those located in the United States, Canada, and Australia (“Client(s)”), and the different products and services we provide.
The Terms available in the Legal Center include:
Terms of Service
Acceptable Use Policy
Privacy Policy
Payments Service Terms
Phones Service Terms (Currently US Only):
Marketplace Terms of Service
Business Associate Agreement (US Only)
API Terms of Use
Developer Terms
Referral Program Terms
Why are the Terms being updated?
Podium updates its Terms from time to time, as needed, to better support you and your business, to align our Terms with changes to applicable laws, rules, and regulations, to account for general industry changes, and to incorporate new or updated elements as Podium builds or offers new products and features.
Do these updates apply to me?
These updates apply to anyone who accesses or uses Podium’s Platform or Services. Please note, however, that if you or your company have entered into a separate written agreement with Podium concerning specific services, the terms of that agreement control if there is any conflict between that agreement and the updated Terms—unless the contract otherwise allows for the applicable terms to be updated via this process.
When will this update apply to me?
The updates went into effect for new clients beginning on October 18, 2023 and will go into effect for existing users on November 1, 2023. Beginning on that date, you’ll be prompted to accept the updated Terms and acknowledge the Privacy Policy when you log in to your Podium account.
What if I don’t want to accept the updated Term of Service?
In order to continue accessing/using Podium’s Platform/Services, you’ll need to accept the updated Terms. If you have any specific questions/concerns, we can help to address those. Please contact Podium Support at support@podium.com with any questions.
Again, if you or your company have entered into a separate written agreement with Podium concerning specific services, the terms of that agreement control if there is any conflict between that agreement and the updated Terms—unless the contract otherwise allows for the terms and conditions to be updated via this process.
What are the Payments Service Terms and what updates have been made?
Podium Payments allows you to provide a direct method for your customers to pay you for your goods and services. If you use our Payments Service, these terms apply to you. Please read through the Payments Service Terms in full to review the most recent updates.
Please see the summaries below for a more detailed overview of key changes to our Payments Service Terms.
What are the Phones Service Terms?
Phones is an integrated VoIP service offered by Podium, which may include software and/or hardware to support communication with your customers. The Phones Service Terms apply to you if you purchase or use Podium Phones.
Please see the summaries below for a more detailed overview of key changes to our Phones Service Terms.
What is the Acceptable Use Policy?
Phones is an integrated VoIP service offered by Podium, which may include software and/or hardware to support communication with your customers. The Phones Service Terms apply to you if you purchase or use Podium Phones.
Please see the summaries below for a more detailed overview of key changes to our Phones Service Terms.
Updates to the Terms of Service
Section 4.3 (Monitoring): We added language to provide additional context on some of the technologies Podium may use to monitor use of its Services.
Section 7 (Fees and Payment):
We updated Section 7.2 to clarify and state more accurately that Podium “may seek” to recover legal costs, instead of stating that Client will be liable for such costs.
We added language to Section 7.3 to clarify that “Taxes” may include governmental and other regulatory fees.
We added a new section (Section 7.4) to describe our policies relating to industry fees and surcharges, such as carrier-imposed 10DLC fees (for more information about 10DLC-related fees specifically, please visit: https://www.podium.com/knowledgebase/s/article/10LDC-Messaging-Speeds-Daily-Caps-and-Fees).
Section 8 (Termination for Cause)
We added clarifying language to Section 8.2 stating that client will not be responsible for payment of fees if a suspension is not due to the fault of Client AND lasts more than five days.
We added a note to Section 8.3 for Australian clients only, stating that a party may terminate if the other party has a liquidator appointed or otherwise ceases to carry on business.
Section 12.3 (Exclusions to Podium’s Indemnification)
We added clarifying change to state that the exclusion set forth in Section 12.3 applies only to Podium’s indemnity obligations relating to intellectual property infringement and NOT to gross negligence and willful misconduct.
Section 13.3
We added language for clients located in Australia only, stating that Section 13.2 does not apply if Client is entitled to a right of reliance under applicable law.
Updates to the Payments Service Terms
Section 7.3 (Settlement): We added language to clarify the circumstances in which Transaction Fees may be refunded.
Updates to the Phones Service Terms
Section 3.4 (Account Use and Security): We added clarifying language relating to excessive use and Scope of Use limits of the Phones services. This mirrors the updates to the Acceptable Use Policy.
Section 3.5 (Responsibility for System and Technical Requirements):
Updates to the Acceptable Use Policy
We added a section titled “Scope of Use and Reasonable Use Limits” to provide additional information relating to Podium’s use limits and Podium’s rights in the event of excessive use of our platform or services.
Updates to the Privacy Policy
We removed certain sections that are no longer applicable, including:
Section 4.2.6, relating to social networking platforms because this is not part of the platform or services we provide;
Section 4.2.7, relating to disclosure of information to nonaffiliated third parties for our direct marketing purposes, as this is not something Podium does.
We removed language indicating that Podium may disclose your information to nonaffiliated third parties for our direct marketing purpose
We updated language to clarify how you can opt out of promotional emails, text messages, and other marketing efforts from Podium.
Updates to Podium’s Terms of Service
May 13, 2023
We’ve updated our Terms of Service, Payments Service Terms, Phones Service Terms, and our Privacy Policy (collectively, the “Terms”).
These updates will go into effect for new clients beginning on May 13, 2023 and for existing users on May 20, 2023 (unless you have a separate, negotiated agreement with Podium that supersedes these Terms). Beginning on that date, you will need to accept the Terms (and acknowledge the Privacy Policy) when you log into your account, in order to continue using the Podium Services.
Capitalized terms not defined on this page have the same meanings given to them in the Terms. You can read the full terms in the links below, along with summaries of key updates and other important information, including answers to some frequently asked questions (FAQs).
For our Australian Clients, please refer to the FAQ section at the bottom of the page.
FAQs
Where can Podium’s Terms be accessed?
Podium’s Terms are located within the Podium Legal Center (the “Legal Center”). The Legal Center houses Podium’s standard Terms for all Podium clients, including those located in the United States, Canada, and Australia (“Client(s)”), and the different products and services we provide.
The Terms available in the Legal Center include:
Terms of Service
Acceptable Use Policy
Privacy Policy
Payments Service Terms
Phones Service Terms (Currently US Only):
Marketplace Terms of Service
Business Associate Agreement (US Only)
API Terms of Use
Developer Terms
Referral Program Terms
Why are the Terms being updated?
Podium updates its Terms from time to time, as needed, to better support you and your business, to align our Terms with changes to applicable laws, rules, and regulations, and to incorporate new elements as Podium builds or offers new products and features.
With this most recent update, in an effort to simplify the process of updating our Terms for all Clients moving forward, we also consolidated our Terms for all countries in the Territory we serve (US, Canada, and Australia) into a single set of Terms.
Do these updates apply to me?
These updates apply to anyone who accesses or uses Podium’s Platform or Services. Please note, however, that if you or your company have entered into a separate written agreement with Podium concerning specific services, the terms of that agreement control if there is any conflict between that agreement and the updated Terms—unless the contract otherwise allows for the applicable terms to be updated via this process.
When will this update apply to me?
The updates will go into effect for new clients beginning on May 13, 2023 and for existing users on May 20, 2023. Beginning on that date, you’ll be prompted to accept the updated Terms when you log in to your Podium account.
What if I don’t want to accept the updated Term of Service?
In order to continue accessing/using Podium’s Platform/Services, you’ll need to accept the updated Terms. If you have any specific questions/concerns, we can help to address those. Please contact Podium Support at support@podium.com with any questions.
Again, if you or your company have entered into a separate written agreement with Podium concerning specific services, the terms of that agreement control if there is any conflict between that agreement and the updated Terms—unless the contract otherwise allows for the terms and conditions to be updated via this process.
How do the Terms of Service support new products and features?
Many of the latest updates to our Terms are to support recent or upcoming product/feature launches/updates, including but not limited to the following:
Podium Phones
Podium Payments
Please see the summaries below for a more detailed overview of key changes to our Terms.
What are the Payments Service Terms and what updates have been made?
Podium Payments allows you to provide a direct method for your customers to pay you for your goods and services. If you use our Payments Service, these terms apply to you. Please read through the Payments Service Terms in full to review the most recent updates.
Special Note for AUS Clients: In an effort to simplify Podium’s Terms for all Podium Clients, we have created a consolidated set of Payments Service Users for all Payments users. This document, along with our main Terms of Service, have incorporated key elements from our prior terms into one place. As part of this consolidation, we also updated certain language and definitions to provide better clarity and reformatted certain sections and numbering to improve overall structure and readability. These updated terms also include language relating to certain features that are not currently available in Australia (including Terminal Products, Premium Fraud Protection, and Stripe Capital). Such terms, therefore, do not apply to Australia-based Clients.
Please see the summaries below for a more detailed overview of key changes to our Payments Service Terms.
What are the Phones Service Terms?
Phones is an integrated VoIP service offered by Podium, which may include software and/or hardware to support communication with your customers. The Phones Service Terms apply to you if you purchase or use Podium Phones.
Please see the summaries below for a more detailed overview of key changes to our Phones Service Terms.
What are the Referral Program Terms?
The Podium Referral Program provides certain benefits to our Clients, employees, and (depending on location) Friends of Podium when they refer others to Podium’s Services. We have updated our Referral Program Terms to support changes to this program in the United States and to launch a program in Australia. If you participate in the Podium Referral Program, these terms apply to you. Please read through the Referral Program Terms in full to understand the opportunity available and the provisions applicable to you.
Where can I see previous versions of the Terms?
Previous versions of the Terms can be found in the Legal Center.
For Australian Clients, the previous version of the Terms of Service for Australia can be found here. These Australia-specific terms will remain in effect until May 20, 2023 for existing users, after which the Terms located in our Legal Center will become effective and govern your use of Podium Services. For new customers, beginning on May 13, 2023, the Terms located in our Legal Center will become effective and govern your use of Podium Services
Updates to the Terms of Service
(For Australia-specific resources, refer to the Australia Help Center Section below)
General Updates:
Prior to these updates, Podium maintained Australian Terms of Service separate from our Terms of Service applicable to our Clients in other territories. To simplify this process for all Podium Clients, we have consolidated these documents into a single set of terms, which incorporates required elements of the previous Australia-specific terms.
If you are a Podium Client NOT located in Australia, any Australia-specific provisions do not apply to you.
Section 2.1 (Alteration of Subscription Documentation): We updated the listed Services to include “Bulk Messaging,” which was previously known as “Campaigns.”
Section 3.2 (Account Registration):
We removed references to Podium’s Privacy Policy in favor of a new “Privacy and Data Processing” section, added as Section 4.6 (see below).
We also added language clarifying that Podium is not liable for loss or damage arising from unauthorized use of Client’s account if such loss was not caused by Podium.
Section 3.6 (General Restrictions): We added language to reinforce that the Services may not be used to create competitive or derivative products/services.
Section 4.5 (Storage): We made updates to clarify that after a Client’s agreement is terminated, Podium may delete all Client Data in its possession for that Client.
Section 4.6 (Privacy and Data Processing): We added a new section to address Privacy and Data Processing. This section provides links to our Privacy Policy and our Data Processing Addendum, which govern how Podium processes any Covered Data as Client’s Processor or Service Provider.
Section 5.1 (Warranty): We removed language relating to liability for false or inaccurate content published to an online review website because this is covered elsewhere in the Terms.
Section 5.2 (Customer Consent; Intended Use of the Services): We removed references to “Campaigns” to account for the update to “Bulk Messaging,” and updated language to clarify Client’s obligations when sending Marketing messages via the Services.
Section 7.2 (Payment of Fees): We added language to reinforce that Client is liable for any costs and expenses associated with efforts to collect overdue Fees. We also added additional detail on our auto-renewal processes.
Section 7.3 (Taxes): We added provisions regarding taxes in Australia, which are applicable to our Australian Clients only.
Section 11 (Third-Party Providers and Third-Party Products): We added language to clarify that a Third-Party Provider is not a “subcontractor” under the Terms and that Podium is not liable for the actions of Third-Party Providers.
Section 13.3 (Section for AUS Clients): We added a section for Australian Clients only to clarify the relationship between Sections 13 (Disclaimers) and 14 (Limitations of Liability) and the applicable provisions of the Australian Consumer Law (ACL).
Section 14.2 (Section for AUS Clients): We added a section for Australian Clients only to clarify the effect of the ACL on Podium’s liability.
Section 15 (Dispute Resolution): We added provisions for Australian Clients only to clarify the mediation rules applicable to Clients located in Australia.
Section 16.6 (Subcontractors): We added language to clarify that Podium will not be required to obtain a Client’s consent prior to using sub-contractors, but that Podium will remain responsible for its obligations under the Terms.
Section 16.17.1 (Australia Clients): We added a section on governing law and jurisdiction for Clients located in Australia.
Updates to the Payments Service Terms
(For Australia-specific resources, refer to the Australia Help Center Section below)
General Updates:
Prior to this update, Podium maintained Australian Payments Service Terms separate from our Payments Service Terms applicable to Clients in other countries.To simplify this process for all Podium Clients we have consolidated these different documents into a single set of terms, which incorporates necessary elements of the previous Australia-specific terms.
We also made minor changes throughout the Terms to update language, numbering, certain naming conventions, and definitions to improve overall readability.
Sections 1 (Definitions):
We reorganized and consolidated the sections defining “Payment Processing Services” and “Payments Service” to better align those definitions with information relating to “Payment Processing Service Providers” and “Payment Service Providers.”
We added language clarifying how Transactions are initiated and enabled.
Section 2.4 (Stored Credentials): We added language to reinforce that Clients may not use stored credentials to initiate a Transaction without the express authorization of the Customer.
Section 3.2 (PPSP Agreement): We added language to clarify that the Stripe entity that enters into a PPSP Agreement with a particular Client will depend on that client’s location.
Section 7.3 (Settlement): We added language to reinforce and clarify that initial Transaction Fees for Transactions a Client reverses or refunds back to a Customer will not be refunded back to that Client.
Updates to the Phones Service Terms
(For Australia-specific resources, refer to the Australia Help Center Section below)
General Updates: We updated the naming conventions for some Podium Phones features. Notably, we renamed “Hardphones” as “Desk Phones” and “Softphones” as “Web Phones” throughout.
Section 2.1 (Podium Phones): We combined Section 2.1 with what was formerly Section 2.2 and added language clarifying that Phones is powered by Podium Voice, LLC, which is a regulated affiliate of Podium.
Section 3.2 (Compliance with Laws and Terms): We added language to reinforce that Clients must not break or circumvent any security measures or rate limits included in the Services, including to evade detection of a violation of Laws or the Terms.
Section 3.3 (Recording): We added a section relating to recording and transcription features that Clients may use as part of the Services.
Section 3.5.1: We made minor edits to clarify Podium’s network test process.
Updates to the Podium Referral Program
General Updates:
Podium has updated its Referral Program to include a variety of ways to invite others in your network to use Podium Services. We have added additional incentives and rewards for these Referrals.
We also added terms governing the Australia-specific Referral Program, which is available to Participants located in Australia only.
Updates to the Podium Privacy Policy
General Updates:
We removed language about providing personal data to third parties for their own direct marketing purposes, as it is not applicable to our business.
We added an effective date as mandated by various privacy laws.
We consolidated language in various provisions, updated section references, and updated hyperlinks.
Contact Form Leads Update:
We added language required by Google that our use of data received through their APIs will adhere to the Google API Services User Data Policy.
Australia Terms of Service Help Center
May 13, 2023
We’ve updated our Terms of Service, Payments Service Terms, Phones Service Terms, and our Privacy Policy (collectively, the “Terms”).
These updates will go into effect for new clients beginning on May 13, 2023 and for existing users on May 20, 2023 (unless you have a separate, negotiated agreement with Podium that supersedes these Terms). Beginning on that date, you will need to accept the Terms (and acknowledge the Privacy Policy) when you log into your account, in order to continue using the Podium Services.
Capitalized terms not defined on this page have the same meanings given to them in the Terms. You can read the full terms in the links below, along with summaries of key updates and other important information, including answers to some frequently asked questions (FAQs).
FAQs
Where can Podium’s Terms be accessed?
Podium’s Terms are located within the Podium Legal Center (the “Legal Center”). The Legal Center houses Podium’s standard Terms for all Podium clients, including those located in the United States, Canada, and Australia (“Client(s)”), and the different products and services we provide.
The Terms available in the Legal Center include:
Terms of Service
Acceptable Use Policy
Privacy Policy
Payments Service Terms
Phones Service Terms (Currently US Only):
Marketplace Terms of Service
Business Associate Agreement (US Only)
API Terms of Use
Developer Terms
Referral Program Terms
Why are the Terms being updated?
Podium updates its Terms from time to time, as needed, to better support you and your business, to align our Terms with changes to applicable laws, rules, and regulations, and to incorporate new elements as Podium builds or offers new products and features.
With this most recent update, in an effort to simplify the process of updating our Terms for all Clients moving forward, we also consolidated our Terms for all countries in the Territory we serve (US, Canada, and Australia) into a single set of Terms.
Do these updates apply to me?
These updates apply to anyone who accesses or uses Podium’s Platform or Services. Please note, however, that if you or your company have entered into a separate written agreement with Podium concerning specific services, the terms of that agreement control if there is any conflict between that agreement and the updated Terms—unless the contract otherwise allows for the applicable terms and conditions to be updated via this process.
When will this update apply to me?
The updates will go into effect for new clients beginning on May 13, 2023 and for existing users on May 20, 2023. Beginning on that date, you’ll be prompted to accept the updated Terms when you log in to your Podium account.
Special Note for AUS Clients: Prior to these updates, Podium maintained Australian Terms of Service separate from the terms applicable to Clients in the other countries we serve (US and Canada). To simplify this process for all Podium Clients moving forward, we have consolidated these different documents into a single set of Terms, which incorporates required elements of the previous Australia-specific terms. In particular, the main Terms now include provisions specific to AUS Clients (see, for example, Sections 7.3, 13.3, 14.2, and 16.17)(please note that if you are a Podium Client NOT located in Australia, such provisions do not apply to you). Additionally, these Terms now live within our Podium Legal Center, for easier access for all Clients.
What if I don’t want to accept the updated Term of Service?
In order to continue accessing/using Podium’s platform/services, you’ll need to accept the updated Terms. If you have any specific questions/concerns, we can help to address those. Please contact Podium Support at suppport@podium.com with any questions.
Again, if you or your company have entered into a separate written agreement with Podium concerning specific services, the terms of that agreement control if there is any conflict between that agreement and the updated Terms—unless the contract otherwise allows for the terms and conditions to be updated via this process.
How do the Terms of Service support new products and features?
Many of the latest updates to our Terms are to support recent or upcoming product/feature launches/updates, including but not limited to the following:
Podium Phones
Podium Payments
Please see the summaries below for a more detailed overview of key changes to our Terms.
What are the Payments Service Terms and what updates have been made?
Podium Payments allows you to provide a direct method for your customers to pay you for your goods and services. If you use our Payments Service, these terms apply to you. Please read through the Payments Service Terms in full to review the most recent updates.
Special Note for AUS Clients: In an effort to simplify Podium’s Terms for all Podium Clients, we have created a consolidated set of Payments Service Users for all Payments users. This document, along with our main Terms of Service, have incorporated key elements from our prior terms into one place. As part of this consolidation, we also updated certain language and definitions to provide better clarity and reformatted certain sections and numbering to improve overall structure and readability. These updated terms also include language relating to certain features that are not currently available in Australia (including Terminal Products, Premium Fraud Protection, and Stripe Capital). Such terms, therefore, do not apply to Australia-based Clients.
Please see the summaries below for a more detailed overview of key changes to our Payments Service Terms.
What are the Phones Service Terms?
Phones is an integrated VoIP service offered by Podium, which may include software and/or hardware to support communication with your customers. The Phones Service Terms apply to you if you purchase or use Podium Phones.
Please see the summaries below for a more detailed overview of key changes to our Phones Service Terms.
What are the Referral Program Terms?
The Podium Referral Program provides certain benefits to our Clients, employees, and (depending on location) Friends of Podium when they refer others to Podium’s Services. We have updated our Referral Program Terms to support changes to this program in the United States and to launch a program in Australia. If you participate in the Podium Referral Program, these terms apply to you. Please read through the Referral Program Terms in full to understand the opportunity available and the provisions applicable to you.
Where can I see previous versions of the Terms?
Previous versions of the Terms can be found in the Legal Center.
For Australian Clients, the previous version of the Terms of Service for Australia can be found here. These Australia-specific terms will remain in effect until May 20, 2023 for existing users, after which the Terms located in our Legal Center will become effective and govern your use of Podium Services. For new customers, beginning on May 13, 2023, the Terms located in our Legal Center will become effective and govern your use of Podium Services
Updates to the Terms of Service
(For Australian Clients)
General Updates:
Prior to these updates, Podium maintained Australian Terms of Service separate from our Terms of Service applicable to Clients in other countries. To simplify this process for all Podium Clients we have consolidated these different documents into a single global Terms of Service, which incorporates required elements of the previous Australia-specific terms. In particular, the Terms of Service now include provisions specific to AUS Clients (see, for example, Sections 7.3, 13.3, 14.2, and 16.17). Additionally, these Terms now live within our Podium Legal Center, for easier access for all Clients. If you are a Podium Client NOT located in Australia, such provisions do not apply to you.
Numbering has been updated throughout to account for this consolidation of Terms.
Section 1 (Definitions):
We added an updated definition of “Laws” to include Australia-specific laws, rules, and regulations.
This section also includes definitions for HIPAA, BAA, and PHI. These definitions do not apply to you if you are a Client located in Australia.
Section 2.1 (Services): We updated this section to remove features/services Podium no longer offers and to include new features (or to update other features, such as changing the name of “Campaigns” to “Bulk Messaging”).
Section 2.4 (Additional Terms): We updated this section to include terms for new or updated Services, including Payments, Phones (currently available in the US only); Podium Marketplace; Podium API; and the Podium Developer program. These Additional Terms only apply to the extent you purchase or are using these additional Services.
Section 3.1 (Use of Services): We updated the link to our Acceptable Use Policy and added clarifying language regarding the use of the Services outside the Territory.
Section 3.2 (Account Registration): We removed references to Podium’s Privacy Policy in favor of a new “Privacy and Data Processing” section, added as Section 4.6 (see below). We also added language clarifying that Podium is not liable for loss or damage arising from unauthorized use of Client’s account if such loss was not caused by Podium.
Section 3.3 (Eligibility and Use by Others): We added clarifying language regarding Developer Partners and Third-Party Providers.
Section 3.6 (General Restrictions): We updated this provision to reinforce that the Services may not be used to create competitive or derivative products/services.
Section 4 (Client Data): This section includes several references to HIPAA and BAAs, which are applicable to US-based Clients ONLY.
Section 4.5 (Storage): We made updates to clarify that after a Client’s agreement is terminated, Podium may delete all Client Data in its possession for that Client.
Section 4.6 (Privacy and Data Processing): We added a new section to address Privacy and Data Processing. This section provides links to our Privacy Policy and our Data Processing Addendum, which governs how Podium processes any Covered Data as Client’s Processor or Service Provider.
Section 5.1 (Warranty): We removed language relating to liability for false or inaccurate content published to an online review website because this is covered elsewhere in the Terms.
Section 5.2 (Customer Consent; Intended Us of the Services): We removed references to “Campaigns” to account for the transition to “Bulk Messaging,” and updated language to clarify Client’s obligations when sending Marketing messages via the Services.
Section 6.1 (Availability): We added language detailing Podium’s availability percentage commitment.
Section 6.1 (Support): We added language explaining setup, onboarding, and support obligations.
Section 7.2 (Payment of Fees): We added language to clarify Podium’s auto-renewal process, as well as Podium’s rights in the event of non-payment.
Section 7.3 (Taxes): We added references to Goods and Services Tax (GST) for Australia-based Clients.
Section 7.4 (Fee Increase): We added language to clarify when Fee increases become applicable and how Podium will notify Clients of those changes. We also added information relating to Fees for Payments.
Section 8.1 (Term): We added language clarifying that Additional Services Client purchases during their subscription will be added to the same Subscription Term as their main Podium platform.
Section 11 (Third-Party Providers and Third-Party Products): We updated language to clarify the definitions of “Third-Party Providers” and “Third-Party Products” and the relationship of those providers to Client and Podium.
Section 12 (Indemnification)
We added language relating to newer Podium features, including the Marketplace, API, and Developer program, as well as the updated definition of “Third-Party Providers.” We also added clarifying language regarding the process for defending claims.
We added a section to clarify certain exclusions to Podium’s indemnification obligations.
Section 13 (Disclaimers) (renumbered from Section 12.3)
We added a section for Australia-based Clients regarding the Australian Consumer Law (ACL) and its relationship to Sections 13 and 14.
Section 14 (Limitations of Liability) (renumbered from Section 12.4)
We added language clarifying the meaning and impact of the Limitation of Liability provision.
We added a section to clarify the effect of the ACL on Podium’s liability obligations.
Section 15 (Dispute Resolution) (Renumbered from Section 13)
We added language clarifying that mediation for Australia-based Clients will be handled in accordance with the Institute of Arbitrators and Mediators Australia Mediation Rules and that mediation will occur in Melbourne, Victoria, Australia.
Section 16 (General) (renumbered from Section 14)
We added language clarifying the assignment process.
We added language that any notices to Podium may be sent via email to legal@podium.com.
We added a new section to clarify that Podium may contact you via email or sms using the contact information you provide to Podium.
We added a section to explain Podium’s Referral Program.
We added a provision stating that the governing law and jurisdiction applicable to Australia-based Clients is Victoria, Australia.
Updates to the Payments Service Terms
(For Australian Clients)
General Updates:
In an effort to simplify Podium’s Terms for all Podium Clients, we have created a consolidated set of Payments Service Terms for all Payments users. This document, along with our main Terms of Service, incorporates key elements from our prior terms into one place.
As part of this consolidation, we have updated certain language and definitions to provide better clarity, and we have reformatted certain sections and numbering to improve overall structure and readability.
These updated Terms also include language relating to certain features that are not currently available in Australia (including Terminal Products, Premium Fraud Protection, and Stripe Capital). These terms, therefore, do not apply to Australia-based Clients.
Effective November 1st 2023 to September 22nd 2026
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Table of Contents
Updates to Podium’s Terms of Service
November 1, 2023
We’ve updated our Terms of Service (including the Payments Service Terms and Phones Service Terms), our Acceptable Use Policy, and our Privacy Policy (collectively, the “Terms”). These updates went into effect for new clients beginning on November 1, 2023 and will go into effect for existing users on November 8, 2023 (unless you have a separate, negotiated agreement with Podium that supersedes these Terms). Beginning on that date, you will need to accept the Terms and acknowledge the Privacy Policy when you log into your account, in order to continue using the Podium Services.
Capitalized terms not defined on this page have the same meanings given to them in the Terms. You can read the full terms in the links below, along with summaries of key updates and other important information, including answers to some frequently asked questions (FAQs).
FAQs
Where can Podium’s Terms be accessed?
Podium’s Terms are located within the Podium Legal Center (the “Legal Center”). The Legal Center houses Podium’s standard Terms for all Podium clients, including those located in the United States, Canada, and Australia (“Client(s)”), and the different products and services we provide.
The Terms available in the Legal Center include:
Terms of Service
Acceptable Use Policy
Privacy Policy
Payments Service Terms
Phones Service Terms (Currently US Only):
Marketplace Terms of Service
Business Associate Agreement (US Only)
API Terms of Use
Developer Terms
Referral Program Terms
Why are the Terms being updated?
Podium updates its Terms from time to time, as needed, to better support you and your business, to align our Terms with changes to applicable laws, rules, and regulations, to account for general industry changes, and to incorporate new or updated elements as Podium builds or offers new products and features.
Do these updates apply to me?
These updates apply to anyone who accesses or uses Podium’s Platform or Services. Please note, however, that if you or your company have entered into a separate written agreement with Podium concerning specific services, the terms of that agreement control if there is any conflict between that agreement and the updated Terms—unless the contract otherwise allows for the applicable terms to be updated via this process.
When will this update apply to me?
The updates went into effect for new clients beginning on October 18, 2023 and will go into effect for existing users on November 1, 2023. Beginning on that date, you’ll be prompted to accept the updated Terms and acknowledge the Privacy Policy when you log in to your Podium account.
What if I don’t want to accept the updated Term of Service?
In order to continue accessing/using Podium’s Platform/Services, you’ll need to accept the updated Terms. If you have any specific questions/concerns, we can help to address those. Please contact Podium Support at support@podium.com with any questions.
Again, if you or your company have entered into a separate written agreement with Podium concerning specific services, the terms of that agreement control if there is any conflict between that agreement and the updated Terms—unless the contract otherwise allows for the terms and conditions to be updated via this process.
What are the Payments Service Terms and what updates have been made?
Podium Payments allows you to provide a direct method for your customers to pay you for your goods and services. If you use our Payments Service, these terms apply to you. Please read through the Payments Service Terms in full to review the most recent updates.
Please see the summaries below for a more detailed overview of key changes to our Payments Service Terms.
What are the Phones Service Terms?
Phones is an integrated VoIP service offered by Podium, which may include software and/or hardware to support communication with your customers. The Phones Service Terms apply to you if you purchase or use Podium Phones.
Please see the summaries below for a more detailed overview of key changes to our Phones Service Terms.
What is the Acceptable Use Policy?
Phones is an integrated VoIP service offered by Podium, which may include software and/or hardware to support communication with your customers. The Phones Service Terms apply to you if you purchase or use Podium Phones.
Please see the summaries below for a more detailed overview of key changes to our Phones Service Terms.
Updates to the Terms of Service
Section 4.3 (Monitoring): We added language to provide additional context on some of the technologies Podium may use to monitor use of its Services.
Section 7 (Fees and Payment):
We updated Section 7.2 to clarify and state more accurately that Podium “may seek” to recover legal costs, instead of stating that Client will be liable for such costs.
We added language to Section 7.3 to clarify that “Taxes” may include governmental and other regulatory fees.
We added a new section (Section 7.4) to describe our policies relating to industry fees and surcharges, such as carrier-imposed 10DLC fees (for more information about 10DLC-related fees specifically, please visit: https://www.podium.com/knowledgebase/s/article/10LDC-Messaging-Speeds-Daily-Caps-and-Fees).
Section 8 (Termination for Cause)
We added clarifying language to Section 8.2 stating that client will not be responsible for payment of fees if a suspension is not due to the fault of Client AND lasts more than five days.
We added a note to Section 8.3 for Australian clients only, stating that a party may terminate if the other party has a liquidator appointed or otherwise ceases to carry on business.
Section 12.3 (Exclusions to Podium’s Indemnification)
We added clarifying change to state that the exclusion set forth in Section 12.3 applies only to Podium’s indemnity obligations relating to intellectual property infringement and NOT to gross negligence and willful misconduct.
Section 13.3
We added language for clients located in Australia only, stating that Section 13.2 does not apply if Client is entitled to a right of reliance under applicable law.
Updates to the Payments Service Terms
Section 7.3 (Settlement): We added language to clarify the circumstances in which Transaction Fees may be refunded.
Updates to the Phones Service Terms
Section 3.4 (Account Use and Security): We added clarifying language relating to excessive use and Scope of Use limits of the Phones services. This mirrors the updates to the Acceptable Use Policy.
Section 3.5 (Responsibility for System and Technical Requirements):
Updates to the Acceptable Use Policy
We added a section titled “Scope of Use and Reasonable Use Limits” to provide additional information relating to Podium’s use limits and Podium’s rights in the event of excessive use of our platform or services.
Updates to the Privacy Policy
We removed certain sections that are no longer applicable, including:
Section 4.2.6, relating to social networking platforms because this is not part of the platform or services we provide;
Section 4.2.7, relating to disclosure of information to nonaffiliated third parties for our direct marketing purposes, as this is not something Podium does.
We removed language indicating that Podium may disclose your information to nonaffiliated third parties for our direct marketing purpose
We updated language to clarify how you can opt out of promotional emails, text messages, and other marketing efforts from Podium.
Updates to Podium’s Terms of Service
May 13, 2023
We’ve updated our Terms of Service, Payments Service Terms, Phones Service Terms, and our Privacy Policy (collectively, the “Terms”).
These updates will go into effect for new clients beginning on May 13, 2023 and for existing users on May 20, 2023 (unless you have a separate, negotiated agreement with Podium that supersedes these Terms). Beginning on that date, you will need to accept the Terms (and acknowledge the Privacy Policy) when you log into your account, in order to continue using the Podium Services.
Capitalized terms not defined on this page have the same meanings given to them in the Terms. You can read the full terms in the links below, along with summaries of key updates and other important information, including answers to some frequently asked questions (FAQs).
For our Australian Clients, please refer to the FAQ section at the bottom of the page.
FAQs
Where can Podium’s Terms be accessed?
Podium’s Terms are located within the Podium Legal Center (the “Legal Center”). The Legal Center houses Podium’s standard Terms for all Podium clients, including those located in the United States, Canada, and Australia (“Client(s)”), and the different products and services we provide.
The Terms available in the Legal Center include:
Terms of Service
Acceptable Use Policy
Privacy Policy
Payments Service Terms
Phones Service Terms (Currently US Only):
Marketplace Terms of Service
Business Associate Agreement (US Only)
API Terms of Use
Developer Terms
Referral Program Terms
Why are the Terms being updated?
Podium updates its Terms from time to time, as needed, to better support you and your business, to align our Terms with changes to applicable laws, rules, and regulations, and to incorporate new elements as Podium builds or offers new products and features.
With this most recent update, in an effort to simplify the process of updating our Terms for all Clients moving forward, we also consolidated our Terms for all countries in the Territory we serve (US, Canada, and Australia) into a single set of Terms.
Do these updates apply to me?
These updates apply to anyone who accesses or uses Podium’s Platform or Services. Please note, however, that if you or your company have entered into a separate written agreement with Podium concerning specific services, the terms of that agreement control if there is any conflict between that agreement and the updated Terms—unless the contract otherwise allows for the applicable terms to be updated via this process.
When will this update apply to me?
The updates will go into effect for new clients beginning on May 13, 2023 and for existing users on May 20, 2023. Beginning on that date, you’ll be prompted to accept the updated Terms when you log in to your Podium account.
What if I don’t want to accept the updated Term of Service?
In order to continue accessing/using Podium’s Platform/Services, you’ll need to accept the updated Terms. If you have any specific questions/concerns, we can help to address those. Please contact Podium Support at support@podium.com with any questions.
Again, if you or your company have entered into a separate written agreement with Podium concerning specific services, the terms of that agreement control if there is any conflict between that agreement and the updated Terms—unless the contract otherwise allows for the terms and conditions to be updated via this process.
How do the Terms of Service support new products and features?
Many of the latest updates to our Terms are to support recent or upcoming product/feature launches/updates, including but not limited to the following:
Podium Phones
Podium Payments
Please see the summaries below for a more detailed overview of key changes to our Terms.
What are the Payments Service Terms and what updates have been made?
Podium Payments allows you to provide a direct method for your customers to pay you for your goods and services. If you use our Payments Service, these terms apply to you. Please read through the Payments Service Terms in full to review the most recent updates.
Special Note for AUS Clients: In an effort to simplify Podium’s Terms for all Podium Clients, we have created a consolidated set of Payments Service Users for all Payments users. This document, along with our main Terms of Service, have incorporated key elements from our prior terms into one place. As part of this consolidation, we also updated certain language and definitions to provide better clarity and reformatted certain sections and numbering to improve overall structure and readability. These updated terms also include language relating to certain features that are not currently available in Australia (including Terminal Products, Premium Fraud Protection, and Stripe Capital). Such terms, therefore, do not apply to Australia-based Clients.
Please see the summaries below for a more detailed overview of key changes to our Payments Service Terms.
What are the Phones Service Terms?
Phones is an integrated VoIP service offered by Podium, which may include software and/or hardware to support communication with your customers. The Phones Service Terms apply to you if you purchase or use Podium Phones.
Please see the summaries below for a more detailed overview of key changes to our Phones Service Terms.
What are the Referral Program Terms?
The Podium Referral Program provides certain benefits to our Clients, employees, and (depending on location) Friends of Podium when they refer others to Podium’s Services. We have updated our Referral Program Terms to support changes to this program in the United States and to launch a program in Australia. If you participate in the Podium Referral Program, these terms apply to you. Please read through the Referral Program Terms in full to understand the opportunity available and the provisions applicable to you.
Where can I see previous versions of the Terms?
Previous versions of the Terms can be found in the Legal Center.
For Australian Clients, the previous version of the Terms of Service for Australia can be found here. These Australia-specific terms will remain in effect until May 20, 2023 for existing users, after which the Terms located in our Legal Center will become effective and govern your use of Podium Services. For new customers, beginning on May 13, 2023, the Terms located in our Legal Center will become effective and govern your use of Podium Services
Updates to the Terms of Service
(For Australia-specific resources, refer to the Australia Help Center Section below)
General Updates:
Prior to these updates, Podium maintained Australian Terms of Service separate from our Terms of Service applicable to our Clients in other territories. To simplify this process for all Podium Clients, we have consolidated these documents into a single set of terms, which incorporates required elements of the previous Australia-specific terms.
If you are a Podium Client NOT located in Australia, any Australia-specific provisions do not apply to you.
Section 2.1 (Alteration of Subscription Documentation): We updated the listed Services to include “Bulk Messaging,” which was previously known as “Campaigns.”
Section 3.2 (Account Registration):
We removed references to Podium’s Privacy Policy in favor of a new “Privacy and Data Processing” section, added as Section 4.6 (see below).
We also added language clarifying that Podium is not liable for loss or damage arising from unauthorized use of Client’s account if such loss was not caused by Podium.
Section 3.6 (General Restrictions): We added language to reinforce that the Services may not be used to create competitive or derivative products/services.
Section 4.5 (Storage): We made updates to clarify that after a Client’s agreement is terminated, Podium may delete all Client Data in its possession for that Client.
Section 4.6 (Privacy and Data Processing): We added a new section to address Privacy and Data Processing. This section provides links to our Privacy Policy and our Data Processing Addendum, which govern how Podium processes any Covered Data as Client’s Processor or Service Provider.
Section 5.1 (Warranty): We removed language relating to liability for false or inaccurate content published to an online review website because this is covered elsewhere in the Terms.
Section 5.2 (Customer Consent; Intended Use of the Services): We removed references to “Campaigns” to account for the update to “Bulk Messaging,” and updated language to clarify Client’s obligations when sending Marketing messages via the Services.
Section 7.2 (Payment of Fees): We added language to reinforce that Client is liable for any costs and expenses associated with efforts to collect overdue Fees. We also added additional detail on our auto-renewal processes.
Section 7.3 (Taxes): We added provisions regarding taxes in Australia, which are applicable to our Australian Clients only.
Section 11 (Third-Party Providers and Third-Party Products): We added language to clarify that a Third-Party Provider is not a “subcontractor” under the Terms and that Podium is not liable for the actions of Third-Party Providers.
Section 13.3 (Section for AUS Clients): We added a section for Australian Clients only to clarify the relationship between Sections 13 (Disclaimers) and 14 (Limitations of Liability) and the applicable provisions of the Australian Consumer Law (ACL).
Section 14.2 (Section for AUS Clients): We added a section for Australian Clients only to clarify the effect of the ACL on Podium’s liability.
Section 15 (Dispute Resolution): We added provisions for Australian Clients only to clarify the mediation rules applicable to Clients located in Australia.
Section 16.6 (Subcontractors): We added language to clarify that Podium will not be required to obtain a Client’s consent prior to using sub-contractors, but that Podium will remain responsible for its obligations under the Terms.
Section 16.17.1 (Australia Clients): We added a section on governing law and jurisdiction for Clients located in Australia.
Updates to the Payments Service Terms
(For Australia-specific resources, refer to the Australia Help Center Section below)
General Updates:
Prior to this update, Podium maintained Australian Payments Service Terms separate from our Payments Service Terms applicable to Clients in other countries.To simplify this process for all Podium Clients we have consolidated these different documents into a single set of terms, which incorporates necessary elements of the previous Australia-specific terms.
We also made minor changes throughout the Terms to update language, numbering, certain naming conventions, and definitions to improve overall readability.
Sections 1 (Definitions):
We reorganized and consolidated the sections defining “Payment Processing Services” and “Payments Service” to better align those definitions with information relating to “Payment Processing Service Providers” and “Payment Service Providers.”
We added language clarifying how Transactions are initiated and enabled.
Section 2.4 (Stored Credentials): We added language to reinforce that Clients may not use stored credentials to initiate a Transaction without the express authorization of the Customer.
Section 3.2 (PPSP Agreement): We added language to clarify that the Stripe entity that enters into a PPSP Agreement with a particular Client will depend on that client’s location.
Section 7.3 (Settlement): We added language to reinforce and clarify that initial Transaction Fees for Transactions a Client reverses or refunds back to a Customer will not be refunded back to that Client.
Updates to the Phones Service Terms
(For Australia-specific resources, refer to the Australia Help Center Section below)
General Updates: We updated the naming conventions for some Podium Phones features. Notably, we renamed “Hardphones” as “Desk Phones” and “Softphones” as “Web Phones” throughout.
Section 2.1 (Podium Phones): We combined Section 2.1 with what was formerly Section 2.2 and added language clarifying that Phones is powered by Podium Voice, LLC, which is a regulated affiliate of Podium.
Section 3.2 (Compliance with Laws and Terms): We added language to reinforce that Clients must not break or circumvent any security measures or rate limits included in the Services, including to evade detection of a violation of Laws or the Terms.
Section 3.3 (Recording): We added a section relating to recording and transcription features that Clients may use as part of the Services.
Section 3.5.1: We made minor edits to clarify Podium’s network test process.
Updates to the Podium Referral Program
General Updates:
Podium has updated its Referral Program to include a variety of ways to invite others in your network to use Podium Services. We have added additional incentives and rewards for these Referrals.
We also added terms governing the Australia-specific Referral Program, which is available to Participants located in Australia only.
Updates to the Podium Privacy Policy
General Updates:
We removed language about providing personal data to third parties for their own direct marketing purposes, as it is not applicable to our business.
We added an effective date as mandated by various privacy laws.
We consolidated language in various provisions, updated section references, and updated hyperlinks.
Contact Form Leads Update:
We added language required by Google that our use of data received through their APIs will adhere to the Google API Services User Data Policy.
Australia Terms of Service Help Center
May 13, 2023
We’ve updated our Terms of Service, Payments Service Terms, Phones Service Terms, and our Privacy Policy (collectively, the “Terms”).
These updates will go into effect for new clients beginning on May 13, 2023 and for existing users on May 20, 2023 (unless you have a separate, negotiated agreement with Podium that supersedes these Terms). Beginning on that date, you will need to accept the Terms (and acknowledge the Privacy Policy) when you log into your account, in order to continue using the Podium Services.
Capitalized terms not defined on this page have the same meanings given to them in the Terms. You can read the full terms in the links below, along with summaries of key updates and other important information, including answers to some frequently asked questions (FAQs).
FAQs
Where can Podium’s Terms be accessed?
Podium’s Terms are located within the Podium Legal Center (the “Legal Center”). The Legal Center houses Podium’s standard Terms for all Podium clients, including those located in the United States, Canada, and Australia (“Client(s)”), and the different products and services we provide.
The Terms available in the Legal Center include:
Terms of Service
Acceptable Use Policy
Privacy Policy
Payments Service Terms
Phones Service Terms (Currently US Only):
Marketplace Terms of Service
Business Associate Agreement (US Only)
API Terms of Use
Developer Terms
Referral Program Terms
Why are the Terms being updated?
Podium updates its Terms from time to time, as needed, to better support you and your business, to align our Terms with changes to applicable laws, rules, and regulations, and to incorporate new elements as Podium builds or offers new products and features.
With this most recent update, in an effort to simplify the process of updating our Terms for all Clients moving forward, we also consolidated our Terms for all countries in the Territory we serve (US, Canada, and Australia) into a single set of Terms.
Do these updates apply to me?
These updates apply to anyone who accesses or uses Podium’s Platform or Services. Please note, however, that if you or your company have entered into a separate written agreement with Podium concerning specific services, the terms of that agreement control if there is any conflict between that agreement and the updated Terms—unless the contract otherwise allows for the applicable terms and conditions to be updated via this process.
When will this update apply to me?
The updates will go into effect for new clients beginning on May 13, 2023 and for existing users on May 20, 2023. Beginning on that date, you’ll be prompted to accept the updated Terms when you log in to your Podium account.
Special Note for AUS Clients: Prior to these updates, Podium maintained Australian Terms of Service separate from the terms applicable to Clients in the other countries we serve (US and Canada). To simplify this process for all Podium Clients moving forward, we have consolidated these different documents into a single set of Terms, which incorporates required elements of the previous Australia-specific terms. In particular, the main Terms now include provisions specific to AUS Clients (see, for example, Sections 7.3, 13.3, 14.2, and 16.17)(please note that if you are a Podium Client NOT located in Australia, such provisions do not apply to you). Additionally, these Terms now live within our Podium Legal Center, for easier access for all Clients.
What if I don’t want to accept the updated Term of Service?
In order to continue accessing/using Podium’s platform/services, you’ll need to accept the updated Terms. If you have any specific questions/concerns, we can help to address those. Please contact Podium Support at suppport@podium.com with any questions.
Again, if you or your company have entered into a separate written agreement with Podium concerning specific services, the terms of that agreement control if there is any conflict between that agreement and the updated Terms—unless the contract otherwise allows for the terms and conditions to be updated via this process.
How do the Terms of Service support new products and features?
Many of the latest updates to our Terms are to support recent or upcoming product/feature launches/updates, including but not limited to the following:
Podium Phones
Podium Payments
Please see the summaries below for a more detailed overview of key changes to our Terms.
What are the Payments Service Terms and what updates have been made?
Podium Payments allows you to provide a direct method for your customers to pay you for your goods and services. If you use our Payments Service, these terms apply to you. Please read through the Payments Service Terms in full to review the most recent updates.
Special Note for AUS Clients: In an effort to simplify Podium’s Terms for all Podium Clients, we have created a consolidated set of Payments Service Users for all Payments users. This document, along with our main Terms of Service, have incorporated key elements from our prior terms into one place. As part of this consolidation, we also updated certain language and definitions to provide better clarity and reformatted certain sections and numbering to improve overall structure and readability. These updated terms also include language relating to certain features that are not currently available in Australia (including Terminal Products, Premium Fraud Protection, and Stripe Capital). Such terms, therefore, do not apply to Australia-based Clients.
Please see the summaries below for a more detailed overview of key changes to our Payments Service Terms.
What are the Phones Service Terms?
Phones is an integrated VoIP service offered by Podium, which may include software and/or hardware to support communication with your customers. The Phones Service Terms apply to you if you purchase or use Podium Phones.
Please see the summaries below for a more detailed overview of key changes to our Phones Service Terms.
What are the Referral Program Terms?
The Podium Referral Program provides certain benefits to our Clients, employees, and (depending on location) Friends of Podium when they refer others to Podium’s Services. We have updated our Referral Program Terms to support changes to this program in the United States and to launch a program in Australia. If you participate in the Podium Referral Program, these terms apply to you. Please read through the Referral Program Terms in full to understand the opportunity available and the provisions applicable to you.
Where can I see previous versions of the Terms?
Previous versions of the Terms can be found in the Legal Center.
For Australian Clients, the previous version of the Terms of Service for Australia can be found here. These Australia-specific terms will remain in effect until May 20, 2023 for existing users, after which the Terms located in our Legal Center will become effective and govern your use of Podium Services. For new customers, beginning on May 13, 2023, the Terms located in our Legal Center will become effective and govern your use of Podium Services
Updates to the Terms of Service
(For Australian Clients)
General Updates:
Prior to these updates, Podium maintained Australian Terms of Service separate from our Terms of Service applicable to Clients in other countries. To simplify this process for all Podium Clients we have consolidated these different documents into a single global Terms of Service, which incorporates required elements of the previous Australia-specific terms. In particular, the Terms of Service now include provisions specific to AUS Clients (see, for example, Sections 7.3, 13.3, 14.2, and 16.17). Additionally, these Terms now live within our Podium Legal Center, for easier access for all Clients. If you are a Podium Client NOT located in Australia, such provisions do not apply to you.
Numbering has been updated throughout to account for this consolidation of Terms.
Section 1 (Definitions):
We added an updated definition of “Laws” to include Australia-specific laws, rules, and regulations.
This section also includes definitions for HIPAA, BAA, and PHI. These definitions do not apply to you if you are a Client located in Australia.
Section 2.1 (Services): We updated this section to remove features/services Podium no longer offers and to include new features (or to update other features, such as changing the name of “Campaigns” to “Bulk Messaging”).
Section 2.4 (Additional Terms): We updated this section to include terms for new or updated Services, including Payments, Phones (currently available in the US only); Podium Marketplace; Podium API; and the Podium Developer program. These Additional Terms only apply to the extent you purchase or are using these additional Services.
Section 3.1 (Use of Services): We updated the link to our Acceptable Use Policy and added clarifying language regarding the use of the Services outside the Territory.
Section 3.2 (Account Registration): We removed references to Podium’s Privacy Policy in favor of a new “Privacy and Data Processing” section, added as Section 4.6 (see below). We also added language clarifying that Podium is not liable for loss or damage arising from unauthorized use of Client’s account if such loss was not caused by Podium.
Section 3.3 (Eligibility and Use by Others): We added clarifying language regarding Developer Partners and Third-Party Providers.
Section 3.6 (General Restrictions): We updated this provision to reinforce that the Services may not be used to create competitive or derivative products/services.
Section 4 (Client Data): This section includes several references to HIPAA and BAAs, which are applicable to US-based Clients ONLY.
Section 4.5 (Storage): We made updates to clarify that after a Client’s agreement is terminated, Podium may delete all Client Data in its possession for that Client.
Section 4.6 (Privacy and Data Processing): We added a new section to address Privacy and Data Processing. This section provides links to our Privacy Policy and our Data Processing Addendum, which governs how Podium processes any Covered Data as Client’s Processor or Service Provider.
Section 5.1 (Warranty): We removed language relating to liability for false or inaccurate content published to an online review website because this is covered elsewhere in the Terms.
Section 5.2 (Customer Consent; Intended Us of the Services): We removed references to “Campaigns” to account for the transition to “Bulk Messaging,” and updated language to clarify Client’s obligations when sending Marketing messages via the Services.
Section 6.1 (Availability): We added language detailing Podium’s availability percentage commitment.
Section 6.1 (Support): We added language explaining setup, onboarding, and support obligations.
Section 7.2 (Payment of Fees): We added language to clarify Podium’s auto-renewal process, as well as Podium’s rights in the event of non-payment.
Section 7.3 (Taxes): We added references to Goods and Services Tax (GST) for Australia-based Clients.
Section 7.4 (Fee Increase): We added language to clarify when Fee increases become applicable and how Podium will notify Clients of those changes. We also added information relating to Fees for Payments.
Section 8.1 (Term): We added language clarifying that Additional Services Client purchases during their subscription will be added to the same Subscription Term as their main Podium platform.
Section 11 (Third-Party Providers and Third-Party Products): We updated language to clarify the definitions of “Third-Party Providers” and “Third-Party Products” and the relationship of those providers to Client and Podium.
Section 12 (Indemnification)
We added language relating to newer Podium features, including the Marketplace, API, and Developer program, as well as the updated definition of “Third-Party Providers.” We also added clarifying language regarding the process for defending claims.
We added a section to clarify certain exclusions to Podium’s indemnification obligations.
Section 13 (Disclaimers) (renumbered from Section 12.3)
We added a section for Australia-based Clients regarding the Australian Consumer Law (ACL) and its relationship to Sections 13 and 14.
Section 14 (Limitations of Liability) (renumbered from Section 12.4)
We added language clarifying the meaning and impact of the Limitation of Liability provision.
We added a section to clarify the effect of the ACL on Podium’s liability obligations.
Section 15 (Dispute Resolution) (Renumbered from Section 13)
We added language clarifying that mediation for Australia-based Clients will be handled in accordance with the Institute of Arbitrators and Mediators Australia Mediation Rules and that mediation will occur in Melbourne, Victoria, Australia.
Section 16 (General) (renumbered from Section 14)
We added language clarifying the assignment process.
We added language that any notices to Podium may be sent via email to legal@podium.com.
We added a new section to clarify that Podium may contact you via email or sms using the contact information you provide to Podium.
We added a section to explain Podium’s Referral Program.
We added a provision stating that the governing law and jurisdiction applicable to Australia-based Clients is Victoria, Australia.
Updates to the Payments Service Terms
(For Australian Clients)
General Updates:
In an effort to simplify Podium’s Terms for all Podium Clients, we have created a consolidated set of Payments Service Terms for all Payments users. This document, along with our main Terms of Service, incorporates key elements from our prior terms into one place.
As part of this consolidation, we have updated certain language and definitions to provide better clarity, and we have reformatted certain sections and numbering to improve overall structure and readability.
These updated Terms also include language relating to certain features that are not currently available in Australia (including Terminal Products, Premium Fraud Protection, and Stripe Capital). These terms, therefore, do not apply to Australia-based Clients.
Effective October 25th 2023 to November 1st 2023
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Table of Contents
Updates to Podium’s Terms of Service
November 1, 2023
We’ve updated our Terms of Service (including the Payments Service Terms and Phones Service Terms), our Acceptable Use Policy, and our Privacy Policy (collectively, the “Terms”). These updates went into effect for new clients beginning on October 19, 2023 and will go into effect for existing users on November 1, 2023 (unless you have a separate, negotiated agreement with Podium that supersedes these Terms). Beginning on that date, you will need to accept the Terms and acknowledge the Privacy Policy when you log into your account, in order to continue using the Podium Services.
Capitalized terms not defined on this page have the same meanings given to them in the Terms. You can read the full terms in the links below, along with summaries of key updates and other important information, including answers to some frequently asked questions (FAQs).
FAQs
Where can Podium’s Terms be accessed?
Podium’s Terms are located within the Podium Legal Center (the “Legal Center”). The Legal Center houses Podium’s standard Terms for all Podium clients, including those located in the United States, Canada, and Australia (“Client(s)”), and the different products and services we provide.
The Terms available in the Legal Center include:
Terms of Service
Acceptable Use Policy
Privacy Policy
Payments Service Terms
Phones Service Terms (Currently US Only):
Marketplace Terms of Service
Business Associate Agreement (US Only)
API Terms of Use
Developer Terms
Referral Program Terms
Why are the Terms being updated?
Podium updates its Terms from time to time, as needed, to better support you and your business, to align our Terms with changes to applicable laws, rules, and regulations, to account for general industry changes, and to incorporate new or updated elements as Podium builds or offers new products and features.
Do these updates apply to me?
These updates apply to anyone who accesses or uses Podium’s Platform or Services. Please note, however, that if you or your company have entered into a separate written agreement with Podium concerning specific services, the terms of that agreement control if there is any conflict between that agreement and the updated Terms—unless the contract otherwise allows for the applicable terms to be updated via this process.
When will this update apply to me?
The updates went into effect for new clients beginning on October 18, 2023 and will go into effect for existing users on November 1, 2023. Beginning on that date, you’ll be prompted to accept the updated Terms and acknowledge the Privacy Policy when you log in to your Podium account.
What if I don’t want to accept the updated Term of Service?
In order to continue accessing/using Podium’s Platform/Services, you’ll need to accept the updated Terms. If you have any specific questions/concerns, we can help to address those. Please contact Podium Support at support@podium.com with any questions.
Again, if you or your company have entered into a separate written agreement with Podium concerning specific services, the terms of that agreement control if there is any conflict between that agreement and the updated Terms—unless the contract otherwise allows for the terms and conditions to be updated via this process.
What are the Payments Service Terms and what updates have been made?
Podium Payments allows you to provide a direct method for your customers to pay you for your goods and services. If you use our Payments Service, these terms apply to you. Please read through the Payments Service Terms in full to review the most recent updates.
Please see the summaries below for a more detailed overview of key changes to our Payments Service Terms.
What are the Phones Service Terms?
Phones is an integrated VoIP service offered by Podium, which may include software and/or hardware to support communication with your customers. The Phones Service Terms apply to you if you purchase or use Podium Phones.
Please see the summaries below for a more detailed overview of key changes to our Phones Service Terms.
What is the Acceptable Use Policy?
Phones is an integrated VoIP service offered by Podium, which may include software and/or hardware to support communication with your customers. The Phones Service Terms apply to you if you purchase or use Podium Phones.
Please see the summaries below for a more detailed overview of key changes to our Phones Service Terms.
Updates to the Terms of Service
Section 4.3 (Monitoring): We added language to provide additional context on some of the technologies Podium may use to monitor use of its Services.
Section 7 (Fees and Payment):
We added language to Section 7.3 to clarify that “Taxes” may include governmental and other regulatory fees.
We added a new section (Section 7.4) to describe our policies relating to industry fees and surcharges, such as carrier-imposed 10DLC fees.
Updates to the Payments Service Terms
Section 7.3 (Settlement): We added language to clarify the circumstances in which Transaction Fees may be refunded.
Updates to the Phones Service Terms
Section 2.1 (Podium Phones): We added language indicating that Phones will soon be available in Australia as a Beta Release.
Section 3.4 (Account Use and Security): We added clarifying language relating to excessive use and Scope of Use limits of the Phones services. This mirrors the updates to the Acceptable Use Policy.
Section 3.5 (Responsibility for System and Technical Requirements):
Updates to the Acceptable Use Policy
We added a section titled “Scope of Use and Reasonable Use Limits” to provide additional information relating to Podium’s use limits and Podium’s rights in the event of excessive use of our platform or services.
Updates to the Privacy Policy
We removed certain sections that are no longer applicable, including:
Section 4.2.6, relating to social networking platforms because this is not part of the platform or services we provide;
Section 4.2.7, relating to disclosure of information to nonaffiliated third parties for our direct marketing purposes, as this is not something Podium does.
We removed language indicating that Podium may disclose your information to nonaffiliated third parties for our direct marketing purpose
We updated language to clarify how you can opt out of promotional emails, text messages, and other marketing efforts from Podium.
Updates to Podium’s Terms of Service
May 13, 2023
We’ve updated our Terms of Service, Payments Service Terms, Phones Service Terms, and our Privacy Policy (collectively, the “Terms”).
These updates will go into effect for new clients beginning on May 13, 2023 and for existing users on May 20, 2023 (unless you have a separate, negotiated agreement with Podium that supersedes these Terms). Beginning on that date, you will need to accept the Terms (and acknowledge the Privacy Policy) when you log into your account, in order to continue using the Podium Services.
Capitalized terms not defined on this page have the same meanings given to them in the Terms. You can read the full terms in the links below, along with summaries of key updates and other important information, including answers to some frequently asked questions (FAQs).
For our Australian Clients, please refer to the FAQ section at the bottom of the page.
FAQs
Where can Podium’s Terms be accessed?
Podium’s Terms are located within the Podium Legal Center (the “Legal Center”). The Legal Center houses Podium’s standard Terms for all Podium clients, including those located in the United States, Canada, and Australia (“Client(s)”), and the different products and services we provide.
The Terms available in the Legal Center include:
Terms of Service
Acceptable Use Policy
Privacy Policy
Payments Service Terms
Phones Service Terms (Currently US Only):
Marketplace Terms of Service
Business Associate Agreement (US Only)
API Terms of Use
Developer Terms
Referral Program Terms
Why are the Terms being updated?
Podium updates its Terms from time to time, as needed, to better support you and your business, to align our Terms with changes to applicable laws, rules, and regulations, and to incorporate new elements as Podium builds or offers new products and features.
With this most recent update, in an effort to simplify the process of updating our Terms for all Clients moving forward, we also consolidated our Terms for all countries in the Territory we serve (US, Canada, and Australia) into a single set of Terms.
Do these updates apply to me?
These updates apply to anyone who accesses or uses Podium’s Platform or Services. Please note, however, that if you or your company have entered into a separate written agreement with Podium concerning specific services, the terms of that agreement control if there is any conflict between that agreement and the updated Terms—unless the contract otherwise allows for the applicable terms to be updated via this process.
When will this update apply to me?
The updates will go into effect for new clients beginning on May 13, 2023 and for existing users on May 20, 2023. Beginning on that date, you’ll be prompted to accept the updated Terms when you log in to your Podium account.
What if I don’t want to accept the updated Term of Service?
In order to continue accessing/using Podium’s Platform/Services, you’ll need to accept the updated Terms. If you have any specific questions/concerns, we can help to address those. Please contact Podium Support at support@podium.com with any questions.
Again, if you or your company have entered into a separate written agreement with Podium concerning specific services, the terms of that agreement control if there is any conflict between that agreement and the updated Terms—unless the contract otherwise allows for the terms and conditions to be updated via this process.
How do the Terms of Service support new products and features?
Many of the latest updates to our Terms are to support recent or upcoming product/feature launches/updates, including but not limited to the following:
Podium Phones
Podium Payments
Please see the summaries below for a more detailed overview of key changes to our Terms.
What are the Payments Service Terms and what updates have been made?
Podium Payments allows you to provide a direct method for your customers to pay you for your goods and services. If you use our Payments Service, these terms apply to you. Please read through the Payments Service Terms in full to review the most recent updates.
Special Note for AUS Clients: In an effort to simplify Podium’s Terms for all Podium Clients, we have created a consolidated set of Payments Service Users for all Payments users. This document, along with our main Terms of Service, have incorporated key elements from our prior terms into one place. As part of this consolidation, we also updated certain language and definitions to provide better clarity and reformatted certain sections and numbering to improve overall structure and readability. These updated terms also include language relating to certain features that are not currently available in Australia (including Terminal Products, Premium Fraud Protection, and Stripe Capital). Such terms, therefore, do not apply to Australia-based Clients.
Please see the summaries below for a more detailed overview of key changes to our Payments Service Terms.
What are the Phones Service Terms?
Phones is an integrated VoIP service offered by Podium, which may include software and/or hardware to support communication with your customers. The Phones Service Terms apply to you if you purchase or use Podium Phones.
Please see the summaries below for a more detailed overview of key changes to our Phones Service Terms.
What are the Referral Program Terms?
The Podium Referral Program provides certain benefits to our Clients, employees, and (depending on location) Friends of Podium when they refer others to Podium’s Services. We have updated our Referral Program Terms to support changes to this program in the United States and to launch a program in Australia. If you participate in the Podium Referral Program, these terms apply to you. Please read through the Referral Program Terms in full to understand the opportunity available and the provisions applicable to you.
Where can I see previous versions of the Terms?
Previous versions of the Terms can be found in the Legal Center.
For Australian Clients, the previous version of the Terms of Service for Australia can be found here. These Australia-specific terms will remain in effect until May 20, 2023 for existing users, after which the Terms located in our Legal Center will become effective and govern your use of Podium Services. For new customers, beginning on May 13, 2023, the Terms located in our Legal Center will become effective and govern your use of Podium Services
Updates to the Terms of Service
(For Australia-specific resources, refer to the Australia Help Center Section below)
General Updates:
Prior to these updates, Podium maintained Australian Terms of Service separate from our Terms of Service applicable to our Clients in other territories. To simplify this process for all Podium Clients, we have consolidated these documents into a single set of terms, which incorporates required elements of the previous Australia-specific terms.
If you are a Podium Client NOT located in Australia, any Australia-specific provisions do not apply to you.
Section 2.1 (Alteration of Subscription Documentation): We updated the listed Services to include “Bulk Messaging,” which was previously known as “Campaigns.”
Section 3.2 (Account Registration):
We removed references to Podium’s Privacy Policy in favor of a new “Privacy and Data Processing” section, added as Section 4.6 (see below).
We also added language clarifying that Podium is not liable for loss or damage arising from unauthorized use of Client’s account if such loss was not caused by Podium.
Section 3.6 (General Restrictions): We added language to reinforce that the Services may not be used to create competitive or derivative products/services.
Section 4.5 (Storage): We made updates to clarify that after a Client’s agreement is terminated, Podium may delete all Client Data in its possession for that Client.
Section 4.6 (Privacy and Data Processing): We added a new section to address Privacy and Data Processing. This section provides links to our Privacy Policy and our Data Processing Addendum, which govern how Podium processes any Covered Data as Client’s Processor or Service Provider.
Section 5.1 (Warranty): We removed language relating to liability for false or inaccurate content published to an online review website because this is covered elsewhere in the Terms.
Section 5.2 (Customer Consent; Intended Use of the Services): We removed references to “Campaigns” to account for the update to “Bulk Messaging,” and updated language to clarify Client’s obligations when sending Marketing messages via the Services.
Section 7.2 (Payment of Fees): We added language to reinforce that Client is liable for any costs and expenses associated with efforts to collect overdue Fees. We also added additional detail on our auto-renewal processes.
Section 7.3 (Taxes): We added provisions regarding taxes in Australia, which are applicable to our Australian Clients only.
Section 11 (Third-Party Providers and Third-Party Products): We added language to clarify that a Third-Party Provider is not a “subcontractor” under the Terms and that Podium is not liable for the actions of Third-Party Providers.
Section 13.3 (Section for AUS Clients): We added a section for Australian Clients only to clarify the relationship between Sections 13 (Disclaimers) and 14 (Limitations of Liability) and the applicable provisions of the Australian Consumer Law (ACL).
Section 14.2 (Section for AUS Clients): We added a section for Australian Clients only to clarify the effect of the ACL on Podium’s liability.
Section 15 (Dispute Resolution): We added provisions for Australian Clients only to clarify the mediation rules applicable to Clients located in Australia.
Section 16.6 (Subcontractors): We added language to clarify that Podium will not be required to obtain a Client’s consent prior to using sub-contractors, but that Podium will remain responsible for its obligations under the Terms.
Section 16.17.1 (Australia Clients): We added a section on governing law and jurisdiction for Clients located in Australia.
Updates to the Payments Service Terms
(For Australia-specific resources, refer to the Australia Help Center Section below)
General Updates:
Prior to this update, Podium maintained Australian Payments Service Terms separate from our Payments Service Terms applicable to Clients in other countries.To simplify this process for all Podium Clients we have consolidated these different documents into a single set of terms, which incorporates necessary elements of the previous Australia-specific terms.
We also made minor changes throughout the Terms to update language, numbering, certain naming conventions, and definitions to improve overall readability.
Sections 1 (Definitions):
We reorganized and consolidated the sections defining “Payment Processing Services” and “Payments Service” to better align those definitions with information relating to “Payment Processing Service Providers” and “Payment Service Providers.”
We added language clarifying how Transactions are initiated and enabled.
Section 2.4 (Stored Credentials): We added language to reinforce that Clients may not use stored credentials to initiate a Transaction without the express authorization of the Customer.
Section 3.2 (PPSP Agreement): We added language to clarify that the Stripe entity that enters into a PPSP Agreement with a particular Client will depend on that client’s location.
Section 7.3 (Settlement): We added language to reinforce and clarify that initial Transaction Fees for Transactions a Client reverses or refunds back to a Customer will not be refunded back to that Client.
Updates to the Phones Service Terms
(For Australia-specific resources, refer to the Australia Help Center Section below)
General Updates: We updated the naming conventions for some Podium Phones features. Notably, we renamed “Hardphones” as “Desk Phones” and “Softphones” as “Web Phones” throughout.
Section 2.1 (Podium Phones): We combined Section 2.1 with what was formerly Section 2.2 and added language clarifying that Phones is powered by Podium Voice, LLC, which is a regulated affiliate of Podium.
Section 3.2 (Compliance with Laws and Terms): We added language to reinforce that Clients must not break or circumvent any security measures or rate limits included in the Services, including to evade detection of a violation of Laws or the Terms.
Section 3.3 (Recording): We added a section relating to recording and transcription features that Clients may use as part of the Services.
Section 3.5.1: We made minor edits to clarify Podium’s network test process.
Updates to the Podium Referral Program
General Updates:
Podium has updated its Referral Program to include a variety of ways to invite others in your network to use Podium Services. We have added additional incentives and rewards for these Referrals.
We also added terms governing the Australia-specific Referral Program, which is available to Participants located in Australia only.
Updates to the Podium Privacy Policy
General Updates:
We removed language about providing personal data to third parties for their own direct marketing purposes, as it is not applicable to our business.
We added an effective date as mandated by various privacy laws.
We consolidated language in various provisions, updated section references, and updated hyperlinks.
Contact Form Leads Update:
We added language required by Google that our use of data received through their APIs will adhere to the Google API Services User Data Policy.
Australia Terms of Service Help Center
May 13, 2023
We’ve updated our Terms of Service, Payments Service Terms, Phones Service Terms, and our Privacy Policy (collectively, the “Terms”).
These updates will go into effect for new clients beginning on May 13, 2023 and for existing users on May 20, 2023 (unless you have a separate, negotiated agreement with Podium that supersedes these Terms). Beginning on that date, you will need to accept the Terms (and acknowledge the Privacy Policy) when you log into your account, in order to continue using the Podium Services.
Capitalized terms not defined on this page have the same meanings given to them in the Terms. You can read the full terms in the links below, along with summaries of key updates and other important information, including answers to some frequently asked questions (FAQs).
FAQs
Where can Podium’s Terms be accessed?
Podium’s Terms are located within the Podium Legal Center (the “Legal Center”). The Legal Center houses Podium’s standard Terms for all Podium clients, including those located in the United States, Canada, and Australia (“Client(s)”), and the different products and services we provide.
The Terms available in the Legal Center include:
Terms of Service
Acceptable Use Policy
Privacy Policy
Payments Service Terms
Phones Service Terms (Currently US Only):
Marketplace Terms of Service
Business Associate Agreement (US Only)
API Terms of Use
Developer Terms
Referral Program Terms
Why are the Terms being updated?
Podium updates its Terms from time to time, as needed, to better support you and your business, to align our Terms with changes to applicable laws, rules, and regulations, and to incorporate new elements as Podium builds or offers new products and features.
With this most recent update, in an effort to simplify the process of updating our Terms for all Clients moving forward, we also consolidated our Terms for all countries in the Territory we serve (US, Canada, and Australia) into a single set of Terms.
Do these updates apply to me?
These updates apply to anyone who accesses or uses Podium’s Platform or Services. Please note, however, that if you or your company have entered into a separate written agreement with Podium concerning specific services, the terms of that agreement control if there is any conflict between that agreement and the updated Terms—unless the contract otherwise allows for the applicable terms and conditions to be updated via this process.
When will this update apply to me?
The updates will go into effect for new clients beginning on May 13, 2023 and for existing users on May 20, 2023. Beginning on that date, you’ll be prompted to accept the updated Terms when you log in to your Podium account.
Special Note for AUS Clients: Prior to these updates, Podium maintained Australian Terms of Service separate from the terms applicable to Clients in the other countries we serve (US and Canada). To simplify this process for all Podium Clients moving forward, we have consolidated these different documents into a single set of Terms, which incorporates required elements of the previous Australia-specific terms. In particular, the main Terms now include provisions specific to AUS Clients (see, for example, Sections 7.3, 13.3, 14.2, and 16.17)(please note that if you are a Podium Client NOT located in Australia, such provisions do not apply to you). Additionally, these Terms now live within our Podium Legal Center, for easier access for all Clients.
What if I don’t want to accept the updated Term of Service?
In order to continue accessing/using Podium’s platform/services, you’ll need to accept the updated Terms. If you have any specific questions/concerns, we can help to address those. Please contact Podium Support at suppport@podium.com with any questions.
Again, if you or your company have entered into a separate written agreement with Podium concerning specific services, the terms of that agreement control if there is any conflict between that agreement and the updated Terms—unless the contract otherwise allows for the terms and conditions to be updated via this process.
How do the Terms of Service support new products and features?
Many of the latest updates to our Terms are to support recent or upcoming product/feature launches/updates, including but not limited to the following:
Podium Phones
Podium Payments
Please see the summaries below for a more detailed overview of key changes to our Terms.
What are the Payments Service Terms and what updates have been made?
Podium Payments allows you to provide a direct method for your customers to pay you for your goods and services. If you use our Payments Service, these terms apply to you. Please read through the Payments Service Terms in full to review the most recent updates.
Special Note for AUS Clients: In an effort to simplify Podium’s Terms for all Podium Clients, we have created a consolidated set of Payments Service Users for all Payments users. This document, along with our main Terms of Service, have incorporated key elements from our prior terms into one place. As part of this consolidation, we also updated certain language and definitions to provide better clarity and reformatted certain sections and numbering to improve overall structure and readability. These updated terms also include language relating to certain features that are not currently available in Australia (including Terminal Products, Premium Fraud Protection, and Stripe Capital). Such terms, therefore, do not apply to Australia-based Clients.
Please see the summaries below for a more detailed overview of key changes to our Payments Service Terms.
What are the Phones Service Terms?
Phones is an integrated VoIP service offered by Podium, which may include software and/or hardware to support communication with your customers. The Phones Service Terms apply to you if you purchase or use Podium Phones.
Please see the summaries below for a more detailed overview of key changes to our Phones Service Terms.
What are the Referral Program Terms?
The Podium Referral Program provides certain benefits to our Clients, employees, and (depending on location) Friends of Podium when they refer others to Podium’s Services. We have updated our Referral Program Terms to support changes to this program in the United States and to launch a program in Australia. If you participate in the Podium Referral Program, these terms apply to you. Please read through the Referral Program Terms in full to understand the opportunity available and the provisions applicable to you.
Where can I see previous versions of the Terms?
Previous versions of the Terms can be found in the Legal Center.
For Australian Clients, the previous version of the Terms of Service for Australia can be found here. These Australia-specific terms will remain in effect until May 20, 2023 for existing users, after which the Terms located in our Legal Center will become effective and govern your use of Podium Services. For new customers, beginning on May 13, 2023, the Terms located in our Legal Center will become effective and govern your use of Podium Services
Updates to the Terms of Service
(For Australian Clients)
General Updates:
Prior to these updates, Podium maintained Australian Terms of Service separate from our Terms of Service applicable to Clients in other countries. To simplify this process for all Podium Clients we have consolidated these different documents into a single global Terms of Service, which incorporates required elements of the previous Australia-specific terms. In particular, the Terms of Service now include provisions specific to AUS Clients (see, for example, Sections 7.3, 13.3, 14.2, and 16.17). Additionally, these Terms now live within our Podium Legal Center, for easier access for all Clients. If you are a Podium Client NOT located in Australia, such provisions do not apply to you.
Numbering has been updated throughout to account for this consolidation of Terms.
Section 1 (Definitions):
We added an updated definition of “Laws” to include Australia-specific laws, rules, and regulations.
This section also includes definitions for HIPAA, BAA, and PHI. These definitions do not apply to you if you are a Client located in Australia.
Section 2.1 (Services): We updated this section to remove features/services Podium no longer offers and to include new features (or to update other features, such as changing the name of “Campaigns” to “Bulk Messaging”).
Section 2.4 (Additional Terms): We updated this section to include terms for new or updated Services, including Payments, Phones (currently available in the US only); Podium Marketplace; Podium API; and the Podium Developer program. These Additional Terms only apply to the extent you purchase or are using these additional Services.
Section 3.1 (Use of Services): We updated the link to our Acceptable Use Policy and added clarifying language regarding the use of the Services outside the Territory.
Section 3.2 (Account Registration): We removed references to Podium’s Privacy Policy in favor of a new “Privacy and Data Processing” section, added as Section 4.6 (see below). We also added language clarifying that Podium is not liable for loss or damage arising from unauthorized use of Client’s account if such loss was not caused by Podium.
Section 3.3 (Eligibility and Use by Others): We added clarifying language regarding Developer Partners and Third-Party Providers.
Section 3.6 (General Restrictions): We updated this provision to reinforce that the Services may not be used to create competitive or derivative products/services.
Section 4 (Client Data): This section includes several references to HIPAA and BAAs, which are applicable to US-based Clients ONLY.
Section 4.5 (Storage): We made updates to clarify that after a Client’s agreement is terminated, Podium may delete all Client Data in its possession for that Client.
Section 4.6 (Privacy and Data Processing): We added a new section to address Privacy and Data Processing. This section provides links to our Privacy Policy and our Data Processing Addendum, which governs how Podium processes any Covered Data as Client’s Processor or Service Provider.
Section 5.1 (Warranty): We removed language relating to liability for false or inaccurate content published to an online review website because this is covered elsewhere in the Terms.
Section 5.2 (Customer Consent; Intended Us of the Services): We removed references to “Campaigns” to account for the transition to “Bulk Messaging,” and updated language to clarify Client’s obligations when sending Marketing messages via the Services.
Section 6.1 (Availability): We added language detailing Podium’s availability percentage commitment.
Section 6.1 (Support): We added language explaining setup, onboarding, and support obligations.
Section 7.2 (Payment of Fees): We added language to clarify Podium’s auto-renewal process, as well as Podium’s rights in the event of non-payment.
Section 7.3 (Taxes): We added references to Goods and Services Tax (GST) for Australia-based Clients.
Section 7.4 (Fee Increase): We added language to clarify when Fee increases become applicable and how Podium will notify Clients of those changes. We also added information relating to Fees for Payments.
Section 8.1 (Term): We added language clarifying that Additional Services Client purchases during their subscription will be added to the same Subscription Term as their main Podium platform.
Section 11 (Third-Party Providers and Third-Party Products): We updated language to clarify the definitions of “Third-Party Providers” and “Third-Party Products” and the relationship of those providers to Client and Podium.
Section 12 (Indemnification)
We added language relating to newer Podium features, including the Marketplace, API, and Developer program, as well as the updated definition of “Third-Party Providers.” We also added clarifying language regarding the process for defending claims.
We added a section to clarify certain exclusions to Podium’s indemnification obligations.
Section 13 (Disclaimers) (renumbered from Section 12.3)
We added a section for Australia-based Clients regarding the Australian Consumer Law (ACL) and its relationship to Sections 13 and 14.
Section 14 (Limitations of Liability) (renumbered from Section 12.4)
We added language clarifying the meaning and impact of the Limitation of Liability provision.
We added a section to clarify the effect of the ACL on Podium’s liability obligations.
Section 15 (Dispute Resolution) (Renumbered from Section 13)
We added language clarifying that mediation for Australia-based Clients will be handled in accordance with the Institute of Arbitrators and Mediators Australia Mediation Rules and that mediation will occur in Melbourne, Victoria, Australia.
Section 16 (General) (renumbered from Section 14)
We added language clarifying the assignment process.
We added language that any notices to Podium may be sent via email to legal@podium.com.
We added a new section to clarify that Podium may contact you via email or sms using the contact information you provide to Podium.
We added a section to explain Podium’s Referral Program.
We added a provision stating that the governing law and jurisdiction applicable to Australia-based Clients is Victoria, Australia.
Updates to the Payments Service Terms
(For Australian Clients)
General Updates:
In an effort to simplify Podium’s Terms for all Podium Clients, we have created a consolidated set of Payments Service Terms for all Payments users. This document, along with our main Terms of Service, incorporates key elements from our prior terms into one place.
As part of this consolidation, we have updated certain language and definitions to provide better clarity, and we have reformatted certain sections and numbering to improve overall structure and readability.
These updated Terms also include language relating to certain features that are not currently available in Australia (including Terminal Products, Premium Fraud Protection, and Stripe Capital). These terms, therefore, do not apply to Australia-based Clients.
Effective May 13th 2023 to October 25th 2023
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Table of Contents
Updates to Podium’s Terms of Service
May 13, 2023
We’ve updated our Terms of Service, Payments Service Terms, Phones Service Terms, and our Privacy Policy (collectively, the “Terms”).
These updates will go into effect for new clients beginning on May 13, 2023 and for existing users on May 20, 2023 (unless you have a separate, negotiated agreement with Podium that supersedes these Terms). Beginning on that date, you will need to accept the Terms (and acknowledge the Privacy Policy) when you log into your account, in order to continue using the Podium Services.
Capitalized terms not defined on this page have the same meanings given to them in the Terms. You can read the full terms in the links below, along with summaries of key updates and other important information, including answers to some frequently asked questions (FAQs).
For our Australian Clients, please refer to the FAQ section at the bottom of the page.
FAQs
Where can Podium’s Terms be accessed?
Podium’s Terms are located within the Podium Legal Center (the “Legal Center”). The Legal Center houses Podium’s standard Terms for all Podium clients, including those located in the United States, Canada, and Australia (“Client(s)”), and the different products and services we provide.
The Terms available in the Legal Center include:
Terms of Service
Acceptable Use Policy
Privacy Policy
Payments Service Terms
Phones Service Terms (Currently US Only):
Marketplace Terms of Service
Business Associate Agreement (US Only)
API Terms of Use
Developer Terms
Referral Program Terms
Why are the Terms being updated?
Podium updates its Terms from time to time, as needed, to better support you and your business, to align our Terms with changes to applicable laws, rules, and regulations, and to incorporate new elements as Podium builds or offers new products and features.
With this most recent update, in an effort to simplify the process of updating our Terms for all Clients moving forward, we also consolidated our Terms for all countries in the Territory we serve (US, Canada, and Australia) into a single set of Terms.
Do these updates apply to me?
These updates apply to anyone who accesses or uses Podium’s Platform or Services. Please note, however, that if you or your company have entered into a separate written agreement with Podium concerning specific services, the terms of that agreement control if there is any conflict between that agreement and the updated Terms—unless the contract otherwise allows for the applicable terms to be updated via this process.
When will this update apply to me?
The updates will go into effect for new clients beginning on May 13, 2023 and for existing users on May 20, 2023. Beginning on that date, you’ll be prompted to accept the updated Terms when you log in to your Podium account.
What if I don’t want to accept the updated Term of Service?
In order to continue accessing/using Podium’s Platform/Services, you’ll need to accept the updated Terms. If you have any specific questions/concerns, we can help to address those. Please contact Podium Support at support@podium.com with any questions.
Again, if you or your company have entered into a separate written agreement with Podium concerning specific services, the terms of that agreement control if there is any conflict between that agreement and the updated Terms—unless the contract otherwise allows for the terms and conditions to be updated via this process.
How do the Terms of Service support new products and features?
Many of the latest updates to our Terms are to support recent or upcoming product/feature launches/updates, including but not limited to the following:
Podium Phones
Podium Payments
Please see the summaries below for a more detailed overview of key changes to our Terms.
What are the Payments Service Terms and what updates have been made?
Podium Payments allows you to provide a direct method for your customers to pay you for your goods and services. If you use our Payments Service, these terms apply to you. Please read through the Payments Service Terms in full to review the most recent updates.
Special Note for AUS Clients: In an effort to simplify Podium’s Terms for all Podium Clients, we have created a consolidated set of Payments Service Users for all Payments users. This document, along with our main Terms of Service, have incorporated key elements from our prior terms into one place. As part of this consolidation, we also updated certain language and definitions to provide better clarity and reformatted certain sections and numbering to improve overall structure and readability. These updated terms also include language relating to certain features that are not currently available in Australia (including Terminal Products, Premium Fraud Protection, and Stripe Capital). Such terms, therefore, do not apply to Australia-based Clients.
Please see the summaries below for a more detailed overview of key changes to our Payments Service Terms.
What are the Phones Service Terms?
Phones is an integrated VoIP service offered by Podium, which may include software and/or hardware to support communication with your customers. The Phones Service Terms apply to you if you purchase or use Podium Phones.
Please see the summaries below for a more detailed overview of key changes to our Phones Service Terms.
What are the Referral Program Terms?
The Podium Referral Program provides certain benefits to our Clients, employees, and (depending on location) Friends of Podium when they refer others to Podium’s Services. We have updated our Referral Program Terms to support changes to this program in the United States and to launch a program in Australia. If you participate in the Podium Referral Program, these terms apply to you. Please read through the Referral Program Terms in full to understand the opportunity available and the provisions applicable to you.
Where can I see previous versions of the Terms?
Previous versions of the Terms can be found in the Legal Center.
For Australian Clients, the previous version of the Terms of Service for Australia can be found here. These Australia-specific terms will remain in effect until May 20, 2023 for existing users, after which the Terms located in our Legal Center will become effective and govern your use of Podium Services. For new customers, beginning on May 13, 2023, the Terms located in our Legal Center will become effective and govern your use of Podium Services
Updates to the Terms of Service
(For Australia-specific resources, refer to the Australia Help Center Section below)
General Updates:
Prior to these updates, Podium maintained Australian Terms of Service separate from our Terms of Service applicable to our Clients in other territories. To simplify this process for all Podium Clients, we have consolidated these documents into a single set of terms, which incorporates required elements of the previous Australia-specific terms.
If you are a Podium Client NOT located in Australia, any Australia-specific provisions do not apply to you.
Section 2.1 (Alteration of Subscription Documentation): We updated the listed Services to include “Bulk Messaging,” which was previously known as “Campaigns.”
Section 3.2 (Account Registration):
We removed references to Podium’s Privacy Policy in favor of a new “Privacy and Data Processing” section, added as Section 4.6 (see below).
We also added language clarifying that Podium is not liable for loss or damage arising from unauthorized use of Client’s account if such loss was not caused by Podium.
Section 3.6 (General Restrictions): We added language to reinforce that the Services may not be used to create competitive or derivative products/services.
Section 4.5 (Storage): We made updates to clarify that after a Client’s agreement is terminated, Podium may delete all Client Data in its possession for that Client.
Section 4.6 (Privacy and Data Processing): We added a new section to address Privacy and Data Processing. This section provides links to our Privacy Policy and our Data Processing Addendum, which govern how Podium processes any Covered Data as Client’s Processor or Service Provider.
Section 5.1 (Warranty): We removed language relating to liability for false or inaccurate content published to an online review website because this is covered elsewhere in the Terms.
Section 5.2 (Customer Consent; Intended Use of the Services): We removed references to “Campaigns” to account for the update to “Bulk Messaging,” and updated language to clarify Client’s obligations when sending Marketing messages via the Services.
Section 7.2 (Payment of Fees): We added language to reinforce that Client is liable for any costs and expenses associated with efforts to collect overdue Fees. We also added additional detail on our auto-renewal processes.
Section 7.3 (Taxes): We added provisions regarding taxes in Australia, which are applicable to our Australian Clients only.
Section 11 (Third-Party Providers and Third-Party Products): We added language to clarify that a Third-Party Provider is not a “subcontractor” under the Terms and that Podium is not liable for the actions of Third-Party Providers.
Section 13.3 (Section for AUS Clients): We added a section for Australian Clients only to clarify the relationship between Sections 13 (Disclaimers) and 14 (Limitations of Liability) and the applicable provisions of the Australian Consumer Law (ACL).
Section 14.2 (Section for AUS Clients): We added a section for Australian Clients only to clarify the effect of the ACL on Podium’s liability.
Section 15 (Dispute Resolution): We added provisions for Australian Clients only to clarify the mediation rules applicable to Clients located in Australia.
Section 16.6 (Subcontractors): We added language to clarify that Podium will not be required to obtain a Client’s consent prior to using sub-contractors, but that Podium will remain responsible for its obligations under the Terms.
Section 16.17.1 (Australia Clients): We added a section on governing law and jurisdiction for Clients located in Australia.
Updates to the Payments Service Terms
(For Australia-specific resources, refer to the Australia Help Center Section below)
General Updates:
Prior to this update, Podium maintained Australian Payments Service Terms separate from our Payments Service Terms applicable to Clients in other countries.To simplify this process for all Podium Clients we have consolidated these different documents into a single set of terms, which incorporates necessary elements of the previous Australia-specific terms.
We also made minor changes throughout the Terms to update language, numbering, certain naming conventions, and definitions to improve overall readability.
Sections 1 (Definitions):
We reorganized and consolidated the sections defining “Payment Processing Services” and “Payments Service” to better align those definitions with information relating to “Payment Processing Service Providers” and “Payment Service Providers.”
We added language clarifying how Transactions are initiated and enabled.
Section 2.4 (Stored Credentials): We added language to reinforce that Clients may not use stored credentials to initiate a Transaction without the express authorization of the Customer.
Section 3.2 (PPSP Agreement): We added language to clarify that the Stripe entity that enters into a PPSP Agreement with a particular Client will depend on that client’s location.
Section 7.3 (Settlement): We added language to reinforce and clarify that initial Transaction Fees for Transactions a Client reverses or refunds back to a Customer will not be refunded back to that Client.
Updates to the Phones Service Terms
(For Australia-specific resources, refer to the Australia Help Center Section below)
General Updates: We updated the naming conventions for some Podium Phones features. Notably, we renamed “Hardphones” as “Desk Phones” and “Softphones” as “Web Phones” throughout.
Section 2.1 (Podium Phones): We combined Section 2.1 with what was formerly Section 2.2 and added language clarifying that Phones is powered by Podium Voice, LLC, which is a regulated affiliate of Podium.
Section 3.2 (Compliance with Laws and Terms): We added language to reinforce that Clients must not break or circumvent any security measures or rate limits included in the Services, including to evade detection of a violation of Laws or the Terms.
Section 3.3 (Recording): We added a section relating to recording and transcription features that Clients may use as part of the Services.
Section 3.5.1: We made minor edits to clarify Podium’s network test process.
Updates to the Podium Referral Program
General Updates:
Podium has updated its Referral Program to include a variety of ways to invite others in your network to use Podium Services. We have added additional incentives and rewards for these Referrals.
We also added terms governing the Australia-specific Referral Program, which is available to Participants located in Australia only.
Updates to the Podium Privacy Policy
General Updates:
We removed language about providing personal data to third parties for their own direct marketing purposes, as it is not applicable to our business.
We added an effective date as mandated by various privacy laws.
We consolidated language in various provisions, updated section references, and updated hyperlinks.
Contact Form Leads Update:
We added language required by Google that our use of data received through their APIs will adhere to the Google API Services User Data Policy.
Australia Terms of Service Help Center
May 13, 2023
We’ve updated our Terms of Service, Payments Service Terms, Phones Service Terms, and our Privacy Policy (collectively, the “Terms”).
These updates will go into effect for new clients beginning on May 13, 2023 and for existing users on May 20, 2023 (unless you have a separate, negotiated agreement with Podium that supersedes these Terms). Beginning on that date, you will need to accept the Terms (and acknowledge the Privacy Policy) when you log into your account, in order to continue using the Podium Services.
Capitalized terms not defined on this page have the same meanings given to them in the Terms. You can read the full terms in the links below, along with summaries of key updates and other important information, including answers to some frequently asked questions (FAQs).
FAQs
Where can Podium’s Terms be accessed?
Podium’s Terms are located within the Podium Legal Center (the “Legal Center”). The Legal Center houses Podium’s standard Terms for all Podium clients, including those located in the United States, Canada, and Australia (“Client(s)”), and the different products and services we provide.
The Terms available in the Legal Center include:
Terms of Service
Acceptable Use Policy
Privacy Policy
Payments Service Terms
Phones Service Terms (Currently US Only):
Marketplace Terms of Service
Business Associate Agreement (US Only)
API Terms of Use
Developer Terms
Referral Program Terms
Why are the Terms being updated?
Podium updates its Terms from time to time, as needed, to better support you and your business, to align our Terms with changes to applicable laws, rules, and regulations, and to incorporate new elements as Podium builds or offers new products and features.
With this most recent update, in an effort to simplify the process of updating our Terms for all Clients moving forward, we also consolidated our Terms for all countries in the Territory we serve (US, Canada, and Australia) into a single set of Terms.
Do these updates apply to me?
These updates apply to anyone who accesses or uses Podium’s Platform or Services. Please note, however, that if you or your company have entered into a separate written agreement with Podium concerning specific services, the terms of that agreement control if there is any conflict between that agreement and the updated Terms—unless the contract otherwise allows for the applicable terms and conditions to be updated via this process.
When will this update apply to me?
The updates will go into effect for new clients beginning on May 13, 2023 and for existing users on May 20, 2023. Beginning on that date, you’ll be prompted to accept the updated Terms when you log in to your Podium account.
Special Note for AUS Clients: Prior to these updates, Podium maintained Australian Terms of Service separate from the terms applicable to Clients in the other countries we serve (US and Canada). To simplify this process for all Podium Clients moving forward, we have consolidated these different documents into a single set of Terms, which incorporates required elements of the previous Australia-specific terms. In particular, the main Terms now include provisions specific to AUS Clients (see, for example, Sections 7.3, 13.3, 14.2, and 16.17)(please note that if you are a Podium Client NOT located in Australia, such provisions do not apply to you). Additionally, these Terms now live within our Podium Legal Center, for easier access for all Clients.
What if I don’t want to accept the updated Term of Service?
In order to continue accessing/using Podium’s platform/services, you’ll need to accept the updated Terms. If you have any specific questions/concerns, we can help to address those. Please contact Podium Support at suppport@podium.com with any questions.
Again, if you or your company have entered into a separate written agreement with Podium concerning specific services, the terms of that agreement control if there is any conflict between that agreement and the updated Terms—unless the contract otherwise allows for the terms and conditions to be updated via this process.
How do the Terms of Service support new products and features?
Many of the latest updates to our Terms are to support recent or upcoming product/feature launches/updates, including but not limited to the following:
Podium Phones
Podium Payments
Please see the summaries below for a more detailed overview of key changes to our Terms.
What are the Payments Service Terms and what updates have been made?
Podium Payments allows you to provide a direct method for your customers to pay you for your goods and services. If you use our Payments Service, these terms apply to you. Please read through the Payments Service Terms in full to review the most recent updates.
Special Note for AUS Clients: In an effort to simplify Podium’s Terms for all Podium Clients, we have created a consolidated set of Payments Service Users for all Payments users. This document, along with our main Terms of Service, have incorporated key elements from our prior terms into one place. As part of this consolidation, we also updated certain language and definitions to provide better clarity and reformatted certain sections and numbering to improve overall structure and readability. These updated terms also include language relating to certain features that are not currently available in Australia (including Terminal Products, Premium Fraud Protection, and Stripe Capital). Such terms, therefore, do not apply to Australia-based Clients.
Please see the summaries below for a more detailed overview of key changes to our Payments Service Terms.
What are the Phones Service Terms?
Phones is an integrated VoIP service offered by Podium, which may include software and/or hardware to support communication with your customers. The Phones Service Terms apply to you if you purchase or use Podium Phones.
Please see the summaries below for a more detailed overview of key changes to our Phones Service Terms.
What are the Referral Program Terms?
The Podium Referral Program provides certain benefits to our Clients, employees, and (depending on location) Friends of Podium when they refer others to Podium’s Services. We have updated our Referral Program Terms to support changes to this program in the United States and to launch a program in Australia. If you participate in the Podium Referral Program, these terms apply to you. Please read through the Referral Program Terms in full to understand the opportunity available and the provisions applicable to you.
Where can I see previous versions of the Terms?
Previous versions of the Terms can be found in the Legal Center.
For Australian Clients, the previous version of the Terms of Service for Australia can be found here. These Australia-specific terms will remain in effect until May 20, 2023 for existing users, after which the Terms located in our Legal Center will become effective and govern your use of Podium Services. For new customers, beginning on May 13, 2023, the Terms located in our Legal Center will become effective and govern your use of Podium Services
Updates to the Terms of Service
(For Australian Clients)
General Updates:
Prior to these updates, Podium maintained Australian Terms of Service separate from our Terms of Service applicable to Clients in other countries. To simplify this process for all Podium Clients we have consolidated these different documents into a single global Terms of Service, which incorporates required elements of the previous Australia-specific terms. In particular, the Terms of Service now include provisions specific to AUS Clients (see, for example, Sections 7.3, 13.3, 14.2, and 16.17). Additionally, these Terms now live within our Podium Legal Center, for easier access for all Clients. If you are a Podium Client NOT located in Australia, such provisions do not apply to you.
Numbering has been updated throughout to account for this consolidation of Terms.
Section 1 (Definitions):
We added an updated definition of “Laws” to include Australia-specific laws, rules, and regulations.
This section also includes definitions for HIPAA, BAA, and PHI. These definitions do not apply to you if you are a Client located in Australia.
Section 2.1 (Services): We updated this section to remove features/services Podium no longer offers and to include new features (or to update other features, such as changing the name of “Campaigns” to “Bulk Messaging”).
Section 2.4 (Additional Terms): We updated this section to include terms for new or updated Services, including Payments, Phones (currently available in the US only); Podium Marketplace; Podium API; and the Podium Developer program. These Additional Terms only apply to the extent you purchase or are using these additional Services.
Section 3.1 (Use of Services): We updated the link to our Acceptable Use Policy and added clarifying language regarding the use of the Services outside the Territory.
Section 3.2 (Account Registration): We removed references to Podium’s Privacy Policy in favor of a new “Privacy and Data Processing” section, added as Section 4.6 (see below). We also added language clarifying that Podium is not liable for loss or damage arising from unauthorized use of Client’s account if such loss was not caused by Podium.
Section 3.3 (Eligibility and Use by Others): We added clarifying language regarding Developer Partners and Third-Party Providers.
Section 3.6 (General Restrictions): We updated this provision to reinforce that the Services may not be used to create competitive or derivative products/services.
Section 4 (Client Data): This section includes several references to HIPAA and BAAs, which are applicable to US-based Clients ONLY.
Section 4.5 (Storage): We made updates to clarify that after a Client’s agreement is terminated, Podium may delete all Client Data in its possession for that Client.
Section 4.6 (Privacy and Data Processing): We added a new section to address Privacy and Data Processing. This section provides links to our Privacy Policy and our Data Processing Addendum, which governs how Podium processes any Covered Data as Client’s Processor or Service Provider.
Section 5.1 (Warranty): We removed language relating to liability for false or inaccurate content published to an online review website because this is covered elsewhere in the Terms.
Section 5.2 (Customer Consent; Intended Us of the Services): We removed references to “Campaigns” to account for the transition to “Bulk Messaging,” and updated language to clarify Client’s obligations when sending Marketing messages via the Services.
Section 6.1 (Availability): We added language detailing Podium’s availability percentage commitment.
Section 6.1 (Support): We added language explaining setup, onboarding, and support obligations.
Section 7.2 (Payment of Fees): We added language to clarify Podium’s auto-renewal process, as well as Podium’s rights in the event of non-payment.
Section 7.3 (Taxes): We added references to Goods and Services Tax (GST) for Australia-based Clients.
Section 7.4 (Fee Increase): We added language to clarify when Fee increases become applicable and how Podium will notify Clients of those changes. We also added information relating to Fees for Payments.
Section 8.1 (Term): We added language clarifying that Additional Services Client purchases during their subscription will be added to the same Subscription Term as their main Podium platform.
Section 11 (Third-Party Providers and Third-Party Products): We updated language to clarify the definitions of “Third-Party Providers” and “Third-Party Products” and the relationship of those providers to Client and Podium.
Section 12 (Indemnification)
We added language relating to newer Podium features, including the Marketplace, API, and Developer program, as well as the updated definition of “Third-Party Providers.” We also added clarifying language regarding the process for defending claims.
We added a section to clarify certain exclusions to Podium’s indemnification obligations.
Section 13 (Disclaimers) (renumbered from Section 12.3)
We added a section for Australia-based Clients regarding the Australian Consumer Law (ACL) and its relationship to Sections 13 and 14.
Section 14 (Limitations of Liability) (renumbered from Section 12.4)
We added language clarifying the meaning and impact of the Limitation of Liability provision.
We added a section to clarify the effect of the ACL on Podium’s liability obligations.
Section 15 (Dispute Resolution) (Renumbered from Section 13)
We added language clarifying that mediation for Australia-based Clients will be handled in accordance with the Institute of Arbitrators and Mediators Australia Mediation Rules and that mediation will occur in Melbourne, Victoria, Australia.
Section 16 (General) (renumbered from Section 14)
We added language clarifying the assignment process.
We added language that any notices to Podium may be sent via email to legal@podium.com.
We added a new section to clarify that Podium may contact you via email or sms using the contact information you provide to Podium.
We added a section to explain Podium’s Referral Program.
We added a provision stating that the governing law and jurisdiction applicable to Australia-based Clients is Victoria, Australia.
Updates to the Payments Service Terms
(For Australian Clients)
General Updates:
In an effort to simplify Podium’s Terms for all Podium Clients, we have created a consolidated set of Payments Service Terms for all Payments users. This document, along with our main Terms of Service, incorporates key elements from our prior terms into one place.
As part of this consolidation, we have updated certain language and definitions to provide better clarity, and we have reformatted certain sections and numbering to improve overall structure and readability.
These updated Terms also include language relating to certain features that are not currently available in Australia (including Terminal Products, Premium Fraud Protection, and Stripe Capital). These terms, therefore, do not apply to Australia-based Clients.
Limited Hardware Warranty
Version
Effective September 30th 2026
Download
Table of Contents
Podium Limited Hardware Warranty and Refund Policy
1. Scope of Policy
1.1. Applicability. This Limited Hardware Warranty and Refund Policy (“Hardware Warranty Policy”) applies to all hardware products (“Podium Hardware”) purchased directly from Podium by Clients in connection with Podium Phones and Podium Payments Services. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other entity or person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights.
1.2. Exclusions. This Hardware Warranty Policy does not apply to software, third-party hardware, or any hardware purchased through unauthorized resellers or channels.
2. Warranty Coverage
2.1. Limited Warranty. Podium warrants that Podium Hardware will conform to published user documentation and will be free from substantial defects in materials and workmanship under normal use for the applicable Warranty Period (as defined below).
2.2. Warranty Period. The warranty Period (“Warranty Period”) is 12 months from the date of delivery for all eligible Podium Hardware.
2.3. Coverage Limitations. This Limited Warranty does not guarantee uninterrupted use or operation of Podium Hardware.
3. What Is and Is Not Covered
3.1. Covered
Defects in materials or workmanship under normal use.
Podium Hardware that fails to conform to Podium’s published documentation during the Warranty Period.
3.2. Not Covered
Damage or defects caused by:
Abuse, negligence, accident, misuse, loss, theft, abnormal wear-and-tear
Improper transportation or installation (not performed by Podium or its authorized representatives)
Acts of God (e.g., natural disasters)
Unauthorized servicing, upgrading, expansion, disassembly, repair, or modification
Use outside of published specifications
Use with non-Podium software or hardware
Consumables or accessories (e.g., batteries, cables) unless otherwise specified
4. Client Obligations and Proper Use
4.1. Proper Use. Clients must use Podium Hardware in accordance with Podium’s documentation and specifications.
4.2. Return of Hardware. Clients are responsible for returning Podium Hardware in proper packaging and in accordance with Podium’s instructions. Clients are responsible for any damage during shipping if not properly packaged.
4.3. Return of Credited or Promotional Hardware. If Client received Podium Hardware at no cost or at a reduced cost through the application of credits, promotional offers, or other discounts (“Credited Hardware”), and Client cancels or terminates its Subscription to the applicable Services prior to the later of (a) the expiration of the initial Subscription Term set forth in the applicable Subscription Documentation or (b) twelve (12) months from the date of delivery of the Credited Hardware, Client must return all Credited Hardware to Podium within thirty (30) days of the effective date of cancellation or termination, in accordance with Section 4.2. If Client fails to return any Credited Hardware within such period, Podium may charge Client the then-current retail price for each unreturned item, and Client authorizes Podium to charge such amount to the payment method on file. For clarity, this Section 4.3 does not apply to cancellations or terminations that occur after Client has satisfied both conditions (a) and (b) above.
5. Warranty Claim Procedures
5.1. Initiating a Claim. To initiate a warranty claim, Clients must contact Podium Support (via email at support@podium.com) to request a Return Material Authorization (“RMA”) number. Podium Hardware returns without an RMA may be rejected. You must include your device’s MAC address and describe the issue impacting the device.
5.2. Return Process
Each Podium Hardware item must have its own RMA and be shipped individually.
Clients must return the Podium Hardware within 30 days of shipment of any advance replacement (“Return Period”).
Podium will provide a return shipping label and instructions.
5.3. Remedies. If a valid claim is made during the Warranty Period, Podium will, at its option:
Repair the Podium Hardware,
Replace it with new or refurbished Podium Hardware of equal or greater functionality,
Or provide a refund or credit for the purchase price.
Any replacement Podium Hardware is warranted for the remainder of the original Warranty Period or 30 days, whichever is longer.
5.4. Non-Covered Returns. If returned Podium Hardware is found to be ineligible (e.g., due to abuse or tampering), Podium may charge for the replacement and shipping.
6. Refund and Replacement Policy
6.1. Refunds
Except for Terminal Products, which must be returned with 21 days of delivery, Podium Hardware may be returned for a full refund within 90 days of shipment if in original condition, with all packaging, documentation, and accessories.
Refunds are not available for Podium Hardware purchased via installment or financing plans; refunds in such cases will be processed to the finance partner.
6.2. Advance Replacement
Podium may provide advance replacement Podium Hardware with free shipping, at its discretion.
If the original Podium Hardware is not returned within the Return Period, Podium may charge for the replacement.
In the event that the specific hardware model is no longer available or has reached End-of-Life (EOL), Podium reserves the right, in its sole discretion, to provide a replacement device of like kind and quality, with equal or greater functionality. The replacement may be new, refurbished, or remanufactured.
Warranty Continuity: Replacement hardware (including upgraded or alternative models) will not trigger a new warranty period. The replacement device inherits only the remaining balance of the original hardware’s warranty period or a standard 90-day period, whichever is longer.
No Precedent for Upgrades: The provision of a newer or higher-tier model as a replacement due to inventory unavailability is a one-time accommodation. It does not entitle the Client to complimentary upgrades for any other existing hardware on their account.
7. Limitation of Liability
7.1. Exclusive Remedy. This Hardware Warranty Policy sets forth the sole and exclusive remedy for any breach of warranty regarding Podium Hardware.
7.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS HARDWARE WARRANTY POLICY, PODIUM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
7.3. Limitation of Damages. IN NO EVENT WILL PODIUM’S LIABILITY EXCEED THE PURCHASE PRICE PAID FOR THE AFFECTED PODIUM HARDWARE. PODIUM WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.
8. Dispute Resolution
8.1. Mediation. Any disputes arising under this Hardware Warranty Policy will be resolved in accordance with the dispute resolution procedures set forth in the Podium Terms of Service, including mandatory mediation prior to judicial action.
8.2. Jurisdiction. The governing law and venue will be as set forth in the Podium Terms of Service.
8.3. Australian Consumer Law Notice. To the extent Podium Hardware comes with guarantees that cannot be excluded under the Australian Consumer Law, you may be entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. “Major Failure” is as defined under applicable Australian Consumer Law.
Effective September 30th 2026 to September 30th 2026
Download
Table of Contents
Podium Limited Hardware Warranty and Refund Policy
1. Scope of Policy
1.1. Applicability. This Limited Hardware Warranty and Refund Policy (“Hardware Warranty Policy”) applies to all hardware products (“Podium Hardware”) purchased directly from Podium by Clients in connection with Podium Phones and Podium Payments Services. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other entity or person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights.
1.2. Exclusions. This Hardware Warranty Policy does not apply to software, third-party hardware, or any hardware purchased through unauthorized resellers or channels.
2. Warranty Coverage
2.1. Limited Warranty. Podium warrants that Podium Hardware will conform to published user documentation and will be free from substantial defects in materials and workmanship under normal use for the applicable Warranty Period (as defined below).
2.2. Warranty Period. The warranty Period (“Warranty Period”) is 12 months from the date of delivery for all eligible Podium Hardware.
2.3. Coverage Limitations. This Limited Warranty does not guarantee uninterrupted use or operation of Podium Hardware.
3. What Is and Is Not Covered
3.1. Covered
Defects in materials or workmanship under normal use.
Podium Hardware that fails to conform to Podium’s published documentation during the Warranty Period.
3.2. Not Covered
Damage or defects caused by:
Abuse, negligence, accident, misuse, loss, theft, abnormal wear-and-tear
Improper transportation or installation (not performed by Podium or its authorized representatives)
Acts of God (e.g., natural disasters)
Unauthorized servicing, upgrading, expansion, disassembly, repair, or modification
Use outside of published specifications
Use with non-Podium software or hardware
Consumables or accessories (e.g., batteries, cables) unless otherwise specified
4. Client Obligations and Proper Use
4.1. Proper Use. Clients must use Podium Hardware in accordance with Podium’s documentation and specifications.
4.2. Return of Hardware. Clients are responsible for returning Podium Hardware in proper packaging and in accordance with Podium’s instructions. Clients are responsible for any damage during shipping if not properly packaged.
4.3. Return of Credited or Promotional Hardware. If Client received Podium Hardware at no cost or at a reduced cost through the application of credits, promotional offers, or other discounts (“Credited Hardware”), and Client cancels or terminates its Subscription to the applicable Services prior to the later of (a) the expiration of the initial Subscription Term set forth in the applicable Subscription Documentation or (b) twelve (12) months from the date of delivery of the Credited Hardware, Client must return all Credited Hardware to Podium within thirty (30) days of the effective date of cancellation or termination, in accordance with Section 4.2. If Client fails to return any Credited Hardware within such period, Podium may charge Client the then-current retail price for each unreturned item, and Client authorizes Podium to charge such amount to the payment method on file. For clarity, this Section 4.3 does not apply to cancellations or terminations that occur after Client has satisfied both conditions (a) and (b) above.
5. Warranty Claim Procedures
5.1. Initiating a Claim. To initiate a warranty claim, Clients must contact Podium Support (via email at support@podium.com) to request a Return Material Authorization (“RMA”) number. Podium Hardware returns without an RMA may be rejected. You must include your device’s MAC address and describe the issue impacting the device.
5.2. Return Process
Each Podium Hardware item must have its own RMA and be shipped individually.
Clients must return the Podium Hardware within 30 days of shipment of any advance replacement (“Return Period”).
Podium will provide a return shipping label and instructions.
5.3. Remedies. If a valid claim is made during the Warranty Period, Podium will, at its option:
Repair the Podium Hardware,
Replace it with new or refurbished Podium Hardware of equal or greater functionality,
Or provide a refund or credit for the purchase price.
Any replacement Podium Hardware is warranted for the remainder of the original Warranty Period or 30 days, whichever is longer.
5.4. Non-Covered Returns. If returned Podium Hardware is found to be ineligible (e.g., due to abuse or tampering), Podium may charge for the replacement and shipping.
6. Refund and Replacement Policy
6.1. Refunds
Except for Terminal Products, which must be returned with 21 days of delivery, Podium Hardware may be returned for a full refund within 90 days of shipment if in original condition, with all packaging, documentation, and accessories.
Refunds are not available for Podium Hardware purchased via installment or financing plans; refunds in such cases will be processed to the finance partner.
6.2. Advance Replacement
Podium may provide advance replacement Podium Hardware with free shipping, at its discretion.
If the original Podium Hardware is not returned within the Return Period, Podium may charge for the replacement.
In the event that the specific hardware model is no longer available or has reached End-of-Life (EOL), Podium reserves the right, in its sole discretion, to provide a replacement device of like kind and quality, with equal or greater functionality. The replacement may be new, refurbished, or remanufactured.
Warranty Continuity: Replacement hardware (including upgraded or alternative models) will not trigger a new warranty period. The replacement device inherits only the remaining balance of the original hardware’s warranty period or a standard 90-day period, whichever is longer.
No Precedent for Upgrades: The provision of a newer or higher-tier model as a replacement due to inventory unavailability is a one-time accommodation. It does not entitle the Client to complimentary upgrades for any other existing hardware on their account.
7. Limitation of Liability
7.1. Exclusive Remedy. This Hardware Warranty Policy sets forth the sole and exclusive remedy for any breach of warranty regarding Podium Hardware.
7.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS HARDWARE WARRANTY POLICY, PODIUM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
7.3. Limitation of Damages. IN NO EVENT WILL PODIUM’S LIABILITY EXCEED THE PURCHASE PRICE PAID FOR THE AFFECTED PODIUM HARDWARE. PODIUM WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.
8. Dispute Resolution
8.1. Mediation. Any disputes arising under this Hardware Warranty Policy will be resolved in accordance with the dispute resolution procedures set forth in the Podium Terms of Service, including mandatory mediation prior to judicial action.
8.2. Jurisdiction. The governing law and venue will be as set forth in the Podium Terms of Service.
8.3. Australian Consumer Law Notice. To the extent Podium Hardware comes with guarantees that cannot be excluded under the Australian Consumer Law, you may be entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. “Major Failure” is as defined under applicable Australian Consumer Law.
Effective September 30th 2026 to September 30th 2026
Download
Table of Contents
Podium Limited Hardware Warranty and Refund Policy
1. Scope of Policy
1.1. Applicability. This Limited Hardware Warranty and Refund Policy (“Hardware Warranty Policy”) applies to all hardware products (“Podium Hardware”) purchased directly from Podium by Clients in connection with Podium Phones and Podium Payments Services. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other entity or person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights.
1.2. Exclusions. This Hardware Warranty Policy does not apply to software, third-party hardware, or any hardware purchased through unauthorized resellers or channels.
2. Warranty Coverage
2.1. Limited Warranty. Podium warrants that Podium Hardware will conform to published user documentation and will be free from substantial defects in materials and workmanship under normal use for the applicable Warranty Period (as defined below).
2.2. Warranty Period. The warranty Period (“Warranty Period”) is 12 months from the date of delivery for all eligible Podium Hardware.
2.3. Coverage Limitations. This Limited Warranty does not guarantee uninterrupted use or operation of Podium Hardware.
3. What Is and Is Not Covered
3.1. Covered
Defects in materials or workmanship under normal use.
Podium Hardware that fails to conform to Podium’s published documentation during the Warranty Period.
3.2. Not Covered
Damage or defects caused by:
Abuse, negligence, accident, misuse, loss, theft, abnormal wear-and-tear
Improper transportation or installation (not performed by Podium or its authorized representatives)
Acts of God (e.g., natural disasters)
Unauthorized servicing, upgrading, expansion, disassembly, repair, or modification
Use outside of published specifications
Use with non-Podium software or hardware
Consumables or accessories (e.g., batteries, cables) unless otherwise specified
4. Client Obligations and Proper Use
4.1. Proper Use. Clients must use Podium Hardware in accordance with Podium’s documentation and specifications.
4.2. Return of Hardware. Clients are responsible for returning Podium Hardware in proper packaging and in accordance with Podium’s instructions. Clients are responsible for any damage during shipping if not properly packaged.
4.3. Return of Credited or Promotional Hardware. If Client received Podium Hardware at no cost or at a reduced cost through the application of credits, promotional offers, or other discounts (“Credited Hardware”), and Client cancels or terminates its Subscription to the applicable Services prior to the later of (a) the expiration of the initial Subscription Term set forth in the applicable Subscription Documentation or (b) twelve (12) months from the date of delivery of the Credited Hardware, Client must return all Credited Hardware to Podium within thirty (30) days of the effective date of cancellation or termination, in accordance with Section 4.2. If Client fails to return any Credited Hardware within such period, Podium may charge Client the then-current retail price for each unreturned item, and Client authorizes Podium to charge such amount to the payment method on file. For clarity, this Section 4.3 does not apply to cancellations or terminations that occur after Client has satisfied both conditions (a) and (b) above.
5. Warranty Claim Procedures
5.1. Initiating a Claim. To initiate a warranty claim, Clients must contact Podium Support (via email at support@podium.com) to request a Return Material Authorization (“RMA”) number. Podium Hardware returns without an RMA may be rejected. You must include your device’s MAC address and describe the issue impacting the device.
5.2. Return Process
Each Podium Hardware item must have its own RMA and be shipped individually.
Clients must return the Podium Hardware within 30 days of shipment of any advance replacement (“Return Period”).
Podium will provide a return shipping label and instructions.
5.3. Remedies. If a valid claim is made during the Warranty Period, Podium will, at its option:
Repair the Podium Hardware,
Replace it with new or refurbished Podium Hardware of equal or greater functionality,
Or provide a refund or credit for the purchase price.
Any replacement Podium Hardware is warranted for the remainder of the original Warranty Period or 30 days, whichever is longer.
5.4. Non-Covered Returns. If returned Podium Hardware is found to be ineligible (e.g., due to abuse or tampering), Podium may charge for the replacement and shipping.
6. Refund and Replacement Policy
6.1. Refunds
Except for Terminal Products, which must be returned with 21 days of delivery, Podium Hardware may be returned for a full refund within 90 days of shipment if in original condition, with all packaging, documentation, and accessories.
Refunds are not available for Podium Hardware purchased via installment or financing plans; refunds in such cases will be processed to the finance partner.
6.2. Advance Replacement
Podium may provide advance replacement Podium Hardware with free shipping, at its discretion.
If the original Podium Hardware is not returned within the Return Period, Podium may charge for the replacement.
In the event that the specific hardware model is no longer available or has reached End-of-Life (EOL), Podium reserves the right, in its sole discretion, to provide a replacement device of like kind and quality, with equal or greater functionality. The replacement may be new, refurbished, or remanufactured.
Warranty Continuity: Replacement hardware (including upgraded or alternative models) will not trigger a new warranty period. The replacement device inherits only the remaining balance of the original hardware’s warranty period or a standard 90-day period, whichever is longer.
No Precedent for Upgrades: The provision of a newer or higher-tier model as a replacement due to inventory unavailability is a one-time accommodation. It does not entitle the Client to complimentary upgrades for any other existing hardware on their account.
7. Limitation of Liability
7.1. Exclusive Remedy. This Hardware Warranty Policy sets forth the sole and exclusive remedy for any breach of warranty regarding Podium Hardware.
7.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS HARDWARE WARRANTY POLICY, PODIUM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
7.3. Limitation of Damages. IN NO EVENT WILL PODIUM’S LIABILITY EXCEED THE PURCHASE PRICE PAID FOR THE AFFECTED PODIUM HARDWARE. PODIUM WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.
8. Dispute Resolution
8.1. Mediation. Any disputes arising under this Hardware Warranty Policy will be resolved in accordance with the dispute resolution procedures set forth in the Podium Terms of Service, including mandatory mediation prior to judicial action.
8.2. Jurisdiction. The governing law and venue will be as set forth in the Podium Terms of Service.
8.3. Australian Consumer Law Notice. To the extent Podium Hardware comes with guarantees that cannot be excluded under the Australian Consumer Law, you may be entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. “Major Failure” is as defined under applicable Australian Consumer Law.
Third-Party Terms
Version
Effective September 30th 2026
Download
Table of Contents
THIRD-PARTY SERVICE TERMS
The Podium platform integrates with or enables access to Third-Party Services. Podium is contractually required to provide Client with specific terms and notices from certain third-party providers. The terms below (the “Third-Party Terms”) apply only to Clients who use the corresponding Third-Party Service. By enabling or using such Third-Party Service, Client agrees to the applicable Third-Party Terms in addition to Podium’s Terms of Service.
Podium may update or modify the Third-Party Terms at any time to reflect updates received from third-party providers. Third-Party Terms are effective when posted, and Client’s continued use of a Third-Party Service after any such update constitutes acceptance of the revised terms. Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service to the extent applicable.
Autodata, Inc. (dba ChromeData)
If you are using any services provided by Autodata, Inc. (dba ChromeData) (“ChromeData”) in connection with your use of Podium Services, you acknowledge and agree that the following terms and conditions apply:
To provide certified inventory services, Podium and ChromeData need permission to access your dealership’s inventory data, including data stored in third-party systems. By using ChromeData services, you confirm:
You agree to provide inventory information and related material from each of your enrolled locations (“Content”) to Podium and ChromeData and grant these parties and their affiliates a worldwide, non-exclusive, sublicensable, royalty-free, non-terminable, irrevocable license (the “Content License”) to host, reproduce, distribute, publish, modify, create derivative works, communicate, and otherwise use the Content in connection with providing certain services to you (the “Services”).
If the Content is stored on a third party system, you authorize Podium and ChromeData to access and extract such information from the applicable system(s), as necessary to provide such Services.
Any Content provided under this agreement prior to the effective date of termination of the Services will survive such termination. Upon such termination, the license to receive and access new, additional, or replacement Content will cease.
You represent and warrant that:
the Content was obtained in compliance with applicable laws,
you have all necessary rights to grant the Content License,
Podium’s/ChromeData’s use of the Content pursuant to the Content License will not infringe any third party rights when used as contemplated under this agreement, and
you have the legal power and authority to accept these terms on behalf of your business or entity.
You agree to defend, indemnify, and hold Podium and ChromeData harmless from and against all damages, including reasonable attorney’s fees and costs, arising out of any third party claim that (i) the Content was not obtained in compliance with applicable law or (ii) that it infringes any third party rights.
Better Car People
If you are using services provided by Better Car People, LLC (“BCP”) in connection with your use of Podium Services, you acknowledge and agree that the following terms and conditions apply:
1. APPROVED ACCESS. During the Term, Client will provide BCP with access and credentials necessary to provide Managed Conversations services (the "Managed Conversations"), which access may be provided through approved login credentials, or some other method agreed to by the parties ("Approved Access"). Client grants to BCP the right and license to use the Approved Access to monitor the Managed Conversations, provide Replies, and otherwise provide the BCP services generally.
2. TRADEMARKS. Client hereby grants to BCP the right to use any intellectual property (such as trade names, trademarks, images, and logos) of the Client necessary to provide the BCP services.
3. CLIENT RESPONSIBILITIES. Client is solely responsible for (and neither Podium nor BCP) have any responsibility to Client or any third party for): (a) any third-party accounts associated with the Approved Access, including, but not limited to, compliance with any terms and conditions and any payment or fees required for such account; and (b) regularly reviewing Managed Conversations and other content deployed through the Services to ensure all information posted (i) is accurate, up to date, and acceptable, and (ii) complies with all laws, rules and regulations, including, but not limited to, all federal, state and industry-specific online advertising (or similar) laws, regulations and guidelines. Client shall be solely liable for any fines or other penalties imposed relating to any non-compliance.
4. SCOPE OF USE. If Client's use of the Managed Conversations Services exceeds the Scope of Use limits set forth in Client's Subscription Documentation in any month, Podium will notify Client of the overage and Client will have up to 30 days to upgrade to the next Managed Conversations Services tier. If Client fails to upgrade within 30 days of receiving the overage notice, Podium may terminate the Managed Conversation Services immediately. For purposes of the terms, "Conversation" means a single threaded interaction between BCP, on Client's behalf, and one of Client's Customers that takes place within a twenty-four (24) hour period after the initial contact between the Customer and Client (or BCP acting on Client's behalf).
5. PAYMENTS. Podium will invoice, and Client will pay the fees set forth in any applicable Subscription Documentation that includes an order for any BCP services according to the terms of the applicable Subscription Documentation. Unless otherwise stated in the applicable Subscription Documentation Client will pay invoices for the BCP services within thirty (30) days of the date of invoice. Any amounts due hereunder are exclusive of, and Client shall be responsible for, all sales taxes, value added taxes, duties, use taxes, withholdings and other governmental assessments, excluding taxes based on the net income of BCP or its reseller, unless Client provides a valid tax-exempt certificate.
6. WARRANTY. Client hereby represents and warrants that it has full and adequate rights to grant all rights and licenses provided under these terms.
Black Book (NAR)
If you are using any services provided by the National Auto Research, a division of Hearst Business Media Corporation d/b/a Black Book® or its affiliates (collectively “NAR”) in connection with your use of Podium Services, you acknowledge and agree that these NAR End User Terms (the “NAR Terms”) apply and are incorporated into and made a part of the Podium Terms of Service (the “Agreement”), the terms and provisions of which, except as expressly modified in these NAR Terms, remain in full force and effect.
Podium hereby grants Client a personal, non-transferable and non-exclusive limited license to use the web based application service program (the “Program”) consisting of a compilation of certain modules of the Program combined with National Auto Research, a division of Hearst Business Media Corporation (“NAR’s”) proprietary data consisting of model years from 1981 to present of information relating to the vehicle identification number, model year, make, model, series and body style, universal vehicle code, engine descriptions, extra clean, clean, average and rough retail value, and extra clean, clean, average and rough wholesale United States pricing information for used cars, vans and light trucks (the “Black Book Data”) and further grants Client a personal, nontransferable and nonexclusive limited sublicense to use the Data within the Program under a license granted by NAR to Podium. NAR is a third-party beneficiary under this Agreement and may enforce its rights hereunder directly against Client, which shall be governed by the laws of the State of New York without giving effect to any principles of conflict of laws and subject to the jurisdiction and venue of the State and Federal courts located in New York.
Client is only authorized to access the Data within the Program for its own internal use for vehicle appraisal. No other use or access of the Data is permitted.
Client agrees that NAR owns all rights, title and interest in and to the Data, and any derivative works thereof, including but not limited to all literary property rights, copyrights, trademarks, trade secrets, trade names or service marks, including goodwill and all rights, title and that all rights, title and interest shall remain with NAR and use of the Data by Client or any information therein by any person or firm other than Client or its employee (on a need to know basis) is prohibited by NAR. Client shall keep confidential the Data or any information therein and use its best efforts to prevent and protect the contents of the Data from unauthorized disclosure, copying or use. The Data is protected by U.S. copyright law and the Black Book® trademark is registered with the U.S. Patent and Trademark Office, Reg. No. 767893.
ALTHOUGH NAR MAY COMPILE THE DATA CONTAINED WITHIN THE PROGRAM, NAR DOES NOT WARRANT THE PROGRAM OR THE CONTENTS THEREIN. THEREFORE, THE DATA IS PROVIDED “AS IS” AND NAR MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE ACCURACY OF THE DATA FROM WHICH THE DATA IS COMPILED, THAT THE DATA IS FREE FROM ERRORS AND OMISSIONS, THE MERCHANTABILITY AND FITNESS OF THE DATA FOR A PARTICULAR PURPOSE, OR USE, OR PERFORMANCE OR RESULTS OBTAINED BY USING THE DATA WITHIN THE PROGRAM. UNDER NO CIRCUMSTANCES SHALL NAR BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR CHARACTER INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, ALL OTHER COMMERCIAL DAMAGES OR LOSSES IN CONNECTION WITH THE DATABASE. NAR EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT TO THE PROGRAM, AND SHALL HAVE NO LIABILITY WHATSOEVER WITH RESPECT THERETO.
Client’s obligations concerning misuse and confidentiality of the Data and NAR's right of action or claim against Client for any breach thereof shall survive the termination of this Agreement.
Failure of NAR at any time or times to enforce its rights under this Agreement shall in no manner affect its rights at a later time to enforce the same.”
Reynolds & Reynolds
If you are using any services provided by the Reynolds & Reynolds Company or its affiliates (collectively “Reynolds”) in connection with your use of Podium Services, you acknowledge and agree that this Reynolds Qualified End User Agreement (the “Reynolds EULA”) applies and is incorporated into and made a part of the Podium Terms of Service (the “Agreement”), the terms and provisions of which, except as expressly modified in this Reynolds EULA, remain in full force and effect.
1. DEFINITIONS.
1.1. “Customer NPI” means any nonpublic personal information of a customer of a Qualified End User collected or submitted to the Service(s) and Reynolds Interface by Qualified End User or captured by the Service or Reynolds Interface.
1.2. “Qualified End User(s)” means a single dealership store and application area (or branch) combination (and its associated employees), as defined in the Reynolds System, which has obtained the appropriate license rights granted by Podium to receive access to the Reynolds Interface.
1.3. “Reynolds Interface” means the interface developed by Reynolds that allows for the transfer of data to or from one or more Reynolds Systems.
1.4. “Reynolds System(s)” means any Reynolds software, hardware, process, product, service, application or DMS provided by, sold and/ or marketed by Reynolds or its affiliates.
1.5. “Service(s)” means the specific proprietary product of Podium provided to Qualified End User for Qualified End User’s use during the Subscription Term, as part of Qualified End User’s Subscription. The “Service(s)” also includes the Website, as defined herein. The “Service” does not include any Third-Party Product.
1.6. “Subscription Documentation” means any and all documentation evidencing Client’s agreeing to enter into a Subscription for the Service(s), including but not limited to a Proposal, Quote, Services Agreement, Order Form or Statement of Work, which references this Agreement.
1.7. “Subscription” means Qualified End User’s acceptance of the Subscription Documentation provided to Qualified End User by Podium, whereby Qualified End User agreed to receive the Service on an ongoing basis, according to the terms and conditions referenced in the Subscription Documentation.
1.8. “Subscription Term” means the term for the Subscription to the applicable Service, as specified on Qualified End User’s Subscription Documentation, including any renewal term.
Other terms are defined in other Sections of this Reynolds EULA.
2. INTERFACE.
2.1. As part of its “Reynolds Certified Interface” program, your Dealer Management System (“DMS”) provider, Reynolds, has developed certain processes that allow certain third party software clients, including Podium, to receive from Reynolds certain data from your DMS and/or allow Podium to send data to your DMS (“RCI Integration”). By agreeing to these terms, you are providing your consent to: (a) Reynolds’ providing Podium with access to data from your DMS; and (b) to Podium providing Reynolds with access to Services data, both of which may include, without limitation, non-public information regarding your customers. By agreeing to these terms you represent and agree that: (a) Reynolds makes no representations, assurances, warranties or guarantees with respect to the Services or Podium’s obtaining access to data from your DMS through RCI Integration or otherwise; (b) Reynolds shall have no liability whatsoever for any damages you may suffer as a result of using Website or because of Podium’s access to data from your DMS; (c) Reynolds has no responsibility for the activities of Podium with respect to its access to data from your DMS, including without limitation, with respect to Customer NPI obtained or used by Podium; (d) Reynolds may terminate the integration described in this agreement at any time if Reynolds determines that such integration may conflict with or adversely affect the operation or security of your DMS (including without limitation the integrity or security of the data) or such access may violate any applicable laws or regulations; (e) problems caused by the data access described in this agreement will not be covered by any software support and equipment maintenance services or fees previously agreed between you and Reynolds; and (f) Reynolds has the right to enforce its rights under this agreement. NOTICE TO NORTH CAROLINA DEALERS: THIS REYNOLDS EULA RELATES TO THE TRANSFER AND ACCESSING OF CONFIDENTIAL INFORMATION AND CUSTOMER RELATED DATA.
2.2. Podium provides a limited license during the Subscription Term authorizing the operation of the Reynolds Interface only with the Service and only for one (1) Qualified End User for each Reynolds Interface license fee that is paid.
3. USE RIGHTS; RESTRICTIONS.
3.1. Podium reserves all rights, title and interest in and to the Service, and Reynolds reserves all rights, title and interest in and to the Reynolds Interface.
3.2. Qualified End User must not copy, disassemble, decompile, and/or reverse engineer any of the Service and the Reynolds Interface.
3.3. Qualified End User is prohibited from: (a) the transfer of or access to the Service and the Reynolds Interface to or by third parties; (b) lending, leasing, sublicensing or pledging of the Service and the Reynolds Interface by Qualified End User; and (c) service bureau or outsourcing uses of the Service and Reynolds Interface;
3.4. Qualified End User is prohibited from using the Service and Reynolds Interface outside the definitions and process defined in the Interface Agreement between Podium and Reynolds.
3.5. Qualified End User is prohibited from using the Service and Reynolds Interface outside the definitions and process defined in the Interface Agreement between Podium and Reynolds.
4. DISCLAIMERS. The Service and Reynolds Interface provided under this Agreement contain portions of program code owned by third party licensors and such licensors will be entitled to enforce this license as an intended third party beneficiary and the obligations of the licensee cannot be modified or terminated without the written consent of such third party licensors. Qualified End User shall not disclose any passwords or other security information that are related to the Service and Reynolds Interface or other software licensed under this Reynolds EULA. ALL LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In no event will any licensor be liable for indirect, incidental, consequential or exemplary damages arising from use, or inability to use Reynolds Interface(s), even if they knew of the possibility of such damages.
5. CUSTOMER NPI.
5.1. Customer NPI may be accessed by Podium pursuant to this Reynolds EULA and may be provided to third parties pursuant to the Services Agreement.
5.2. Qualified End User warrants that for purposes of the data that may be accessed by Podium and/or the Qualified End User’s DMS provider pursuant to the Interface Agreement between Podium and Reynolds, Qualified End User has provided any required privacy notices to its customers as required by applicable law, including the Gramm-Leach-Bliley Act and its implementing regulations (“GLBA”), and to the extent applicable, the privacy laws of any state, Canada’s Personal Information Protection and Electronic Documents Act (“PIPEDA”), and any other relevant privacy laws Canada or of any province of Canada or other relevant jurisdiction.
5.3. Qualified End User grants the Qualified End User’s DMS provider and Podium permission to access Customer NPI to the extent necessary to provide the services contracted for under this Reynolds EULA (including the Service and the Reynolds Interfaces) and specifically permits Reynolds and Podium to provide access to Customer NPI to one another for that purpose.
5.4. Podium is prohibited from accessing, storing, sharing, disclosing or using any Customer NPI obtained pursuant to this Reynolds EULA other than as necessary to carry out the purposes for which the Qualified End User has provided access to the Customer NPI, as specifically set forth in the Services Agreement, or as otherwise required by law.
5.5. Podium will implement and maintain appropriate safeguards to protect any Customer NPI that Podium may obtain pursuant to this Reynolds EULA for so long as Podium has access to any such Customer NPI.
5.6. Podium will provide prompt notice to the Qualified End User in the event of known privacy or security breaches.
5.7. Podium will return or destroy any Customer NPI at the termination of the Reynolds EULA or as otherwise set forth in the Services Agreement.
5.8. To the extent the Qualified End User operates in Canada and Podium has access to Customer NPI for the purposes of processing the data:
5.8.1. Qualified End User may contact privacy@podium.com regarding privacy aspects of this Reynolds EULA.
5.8.2. Podium will direct persons seeking access to their personal information to the Qualified End User.
5.8.3. Qualified End User will provide its customers in Canada with a notice specifying that the Customer NPI or other personal information as defined under Canadian law may be transferred to and stored in the United States and may be subject to disclosure pursuant to the laws of the United States.
5.8.4. Qualified End User will comply fully with the applicable laws.
5.8.5. Qualified End User has obtained all consents from its customers required under the applicable laws for the collection, use and disclosure of personal information by the Qualified End User and by Podium.
5.8.6. Podium will comply with all applicable laws.
6. TERM AND TERMINATION.
6.1. This Reynolds EULA is effective until the applicable Subscription Term for the Service(s) has expired or the Subscription is terminated as expressly permitted under the Services Agreement.
6.2. Qualified End User will have the right to terminate this Reynolds EULA for Podium noncompliance with any privacy laws or regulations.
7. GENERAL
7.1. Except as set forth explicitly herein, all other terms and conditions of the Services Agreement will remain the same.
7.2. Capitalized terms not defined herein shall retain their definitions as set forth in the Agreement.
R.L. Polk & Co.
If you are using Third-Party Services provided by R.L. Polk & Co. or any of its affiliates in connection with your use of Podium Services, you acknowledge and agree that the following terms and conditions apply:
End User Terms. Lease, finance and cash option calculations (“Information”) are provided to Client by Market Scan Information Systems, Inc. (“S&P”).
Access to Information. Client agrees to permit only those employees who need to access the Information to do so and employ commercially reasonable procedures to track and monitor its employee’s access to and use of the Information. Client will investigate any misuse of the Information in full cooperation with S&P.
Information. Client agrees to be responsible to provide to S&P, on a timely basis all regional and non-regional data regarding manufacturer and vehicle rebate, incentive, lease and or retail finance information as it becomes available. Client further agrees to provide S&P with Client’s electronic access to rebate, incentive, lease and retail finance data by providing S&P with valid login credentials to all applicable manufacturer and lender portals. Client is providing this login information to allow S&P to populate the Information contained from Client’s unique, individual S&P database on Client's behalf. Client warrants it has the authority and right to send to S&P, and for S&P to utilize as necessary hereunder, such data or information for the purpose Client sent such data or information, and Client shall indemnify S&P for any all third party claims arising out of any such provided data, information, or log in submitted to S&P by Client.
Compliance with Laws. Client shall comply with all applicable laws and regulations, including, but not limited to, all applicable finance, privacy, consumer protection, data security and intellectual property laws.
Warranty. The Information shall be as current, accurate and complete as may be achieved using the Client’s supplied information and inputs, S&P’s source data, compilation and data processing methods customarily employed by S&P and its suppliers in the ordinary course of its business but is not warranted to be error free. Accordingly, the Information is provided on an 'as is' and 'as available' basis. Any use or reliance upon the Information shall be at Client’s own risk. THERE ARE NO OTHER WARRANTIES EXPRESSED OR IMPLIED HEREUNDER, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability. IN NO EVENT SHALL S&P NOR ANY OF ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST INCOME OR LOST REVENUE WHETHER BASED IN CONTRACT, TORT OR ANY OTHER THEORY.
Confidentiality. Any policies, business practices, plans and methods not in the public domain which may be known or disclosed to either party as a result of this agreement shall be considered Confidential Information. Client agrees that it will not advertise, disclose, or in any other way publicly announce through any media, or directly to third parties that it has entered into this agreement or the use and source of the Information without the express prior written consent of S&P.
Yext
If you are using any Yext products in connection with your use of Podium Services, you acknowledge and agree that these Yext Product Terms (these “Yext Terms”) apply and are incorporated into and made a part of the Podium Terms of Service (the “Agreement”), the terms and provisions of which, except as expressly modified in these Yext Terms, remain in full force and effect.
1. DEFINITIONS.
1.1. “Client Content” means all location data and other information or content that is made available to Podium by or on behalf of Client in connection with its use of the Products.
1.2.“Product(s)” means the specific proprietary products and services developed by Yext which Podium will provide for Client’s use during the Subscription Term, as part of Client’s Subscription. “Service(s)” as set forth in the Agreement shall include Products.
1.3.“Publishers” means third parties that own or operate Publisher Sites.
1.4.“Publisher Sites” means online business directories, search web sites, social media web sites, mobile apps or other online properties owned or operated by Publishers.
1.5.“Yext” means the entity Yext, Inc.
1.6.“Yext Indemnitees” means Yext, its third party licensors and Publishers, and its affiliates, and each of its and their respective officers, directors, members, managers, employees, sublicensees, contractors and agents.
Capitalized terms not defined herein shall retain their definitions as set forth in the Agreement. Other terms are defined in other Sections of these Yext Terms.
2. USE RIGHTS. Subject to all terms and conditions of the Agreement as modified by these Yext Terms, Podium grants Client a non-exclusive, non-transferable, non-sublicensable right and license during the Term to access and use the Products designated in these Yext Terms solely for Client’s internal business purposes, but only in accordance with the Agreement as modified by these Yext Terms
3. CLIENT CONTENT.
3.1 Rights in Client Content. Client grants Yext a license during Term to use and distribute the Client Content in connection with the provision of the Products. Specifically, Client grants Yext and its affiliates and each applicable Publisher a worldwide, nonexclusive, perpetual, irrevocable, royalty-free, unlimited, sublicensable (through multiple tiers of sublicensees) license to use, reproduce, prepare derivative works of, display and distribute the Client Content for any and all purposes.
3.2 Distribution. Client acknowledges and agrees that (i) certain Products may involve distribution of Client Content, including but not limited to business listing information (e.g. store location, hours of operation, and contact information) and/or other interactions with Publishers and Publisher Sites; (ii) all Client Content shall be subject to the Publishers’ character limits, quality standards and other applicable content policies, and that any such content may be rejected, in whole or in part, by a Publisher at any time in its sole discretion, or modified at any time to comply with such policies; (iii) Yext does not guarantee that any Client Content will be displayed on any Publisher Site; and (iv) the appearance and/or location of any Client Content placement may change at any time.
3.3 Permissions. Client shall provide Client Content that Client owns or otherwise has all rights and permissions necessary to grant all relevant rights and permissions to Yext and its publisher partners with respect to such Client Content; and
3.4 Waiver. Client hereby waives any right to bring or participate in a class action litigation with respect to the Products and name Yext or Podium as an intended third party beneficiary with respect to such class action waiver.
4. YEXT ADDITIONAL TERMS.
4.1 Yext reserves the right to update, improve, replace, discontinue, modify or alter the specifications for or functionality of the Products from time to time. Upon request from Yext, Podium may provide Yext demonstration account access to any Client-accessible platform leveraging the Products during the Term of this Agreement to review Client’s platform for compliance with this Agreement through Podium-provided.
4.2 Client agrees that its use of and access to certain Products are subject to the “Yext Product Terms” currently located at http://www.yext.com/terms/enproduct-terms/, and are incorporated into, and form a part of, these Yext Terms. If Yext makes any material change(s) to the Yext Product Terms during the term of Client’s Services, such change(s) will apply only upon renewal of the Client’s Term.
5. INDEMNIFICATION. Client will defend, indemnify, and hold harmless Podium and the Yext Indemnitees from and against third-party claims and will pay any losses associated with such third-party claims, in each case to the extent arising from or relating to Client Content and/or the conduct of Client’s business (including, but not limited to, any allegation that any Client Content infringes any third party patents, trademarks, copyrights or other proprietary rights, constitutes false advertising or is defamatory).
6. LIMITED WARRANTY; DISCLAIMERS. Except as may be limited by these Yext Terms, Podium warrants that it shall provide the Products in a professional manner in accordance with the applicable standard of care in the state and county in which it maintains its principal place of business. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FOR IN THIS SECTION ALL PRODUCTS AND RELATED SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR YEXT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. PODIUM AND YEXT MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE PRODUCTS WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE OR PRESERVED WITHOUT LOSS, OR THAT THE PRODUCTS WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE. PODIUM AND YEXT WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM AND NON-YEXT SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON THE PRODUCTS OR RELATED SERVICES (INCLUDING CHANGES TO CLIENT PROPERTIES). THE DISCLAIMERS IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
7. LIMITATIONS OF LIABILITY.
7.1. Exclusion of Consequential and Related Damages. EXCEPT FOR (i) CLIENT’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 5 OR NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM SUCH OTHER PARTY’S RIGHTS) FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND, OR FOR ANY LOST REVENUES OR PROFITS, LOSS OF USE, LOSS OF COST OR OTHER SAVINGS, LOSS OF DATA, OR LOSS OF GOODWILL OR REPUTATION, WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING OUT OF OR RELATING TO THE PRODUCTS OR OTHERWISE ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING ANY SUBSCRIPTION SCHEDULE), REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD PARTY HOSTING PROVIDERS.
7.2. Limitation of Damages. EACH PARTY’S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE PRODUCTS OR OTHERWISE ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING ANY SUBSCRIPTION SCHEDULE, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, THE TOTAL FEES PAID BY CLIENT TO PODIUM UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE ON WHICH THE FIRST CLAIM ARISES.
8. EFFECT OF TERMINATION. Upon expiration or termination of the Agreement for any reason: (a) Yext reserves the rights in its sole discretion to disable all access, by Clients, to the Products, using any lawful means, including, but not limited to those that disable Client’s access automatically with the passage of time; and (b) Clients shall immediately cease any and all use of the Products.
Effective September 30th 2026 to September 30th 2026
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THIRD-PARTY SERVICE TERMS
The Podium platform integrates with or enables access to Third-Party Services. Podium is contractually required to provide Client with specific terms and notices from certain third-party providers. The terms below (the “Third-Party Terms”) apply only to Clients who use the corresponding Third-Party Service. By enabling or using such Third-Party Service, Client agrees to the applicable Third-Party Terms in addition to Podium’s Terms of Service.
Podium may update or modify the Third-Party Terms at any time to reflect updates received from third-party providers. Third-Party Terms are effective when posted, and Client’s continued use of a Third-Party Service after any such update constitutes acceptance of the revised terms. Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service to the extent applicable.
Autodata, Inc. (dba ChromeData)
If you are using any services provided by Autodata, Inc. (dba ChromeData) (“ChromeData”) in connection with your use of Podium Services, you acknowledge and agree that the following terms and conditions apply:
To provide certified inventory services, Podium and ChromeData need permission to access your dealership’s inventory data, including data stored in third-party systems. By using ChromeData services, you confirm:
You agree to provide inventory information and related material from each of your enrolled locations (“Content”) to Podium and ChromeData and grant these parties and their affiliates a worldwide, non-exclusive, sublicensable, royalty-free, non-terminable, irrevocable license (the “Content License”) to host, reproduce, distribute, publish, modify, create derivative works, communicate, and otherwise use the Content in connection with providing certain services to you (the “Services”).
If the Content is stored on a third party system, you authorize Podium and ChromeData to access and extract such information from the applicable system(s), as necessary to provide such Services.
Any Content provided under this agreement prior to the effective date of termination of the Services will survive such termination. Upon such termination, the license to receive and access new, additional, or replacement Content will cease.
You represent and warrant that:
the Content was obtained in compliance with applicable laws,
you have all necessary rights to grant the Content License,
Podium’s/ChromeData’s use of the Content pursuant to the Content License will not infringe any third party rights when used as contemplated under this agreement, and
you have the legal power and authority to accept these terms on behalf of your business or entity.
You agree to defend, indemnify, and hold Podium and ChromeData harmless from and against all damages, including reasonable attorney’s fees and costs, arising out of any third party claim that (i) the Content was not obtained in compliance with applicable law or (ii) that it infringes any third party rights.
Better Car People
If you are using services provided by Better Car People, LLC (“BCP”) in connection with your use of Podium Services, you acknowledge and agree that the following terms and conditions apply:
1. APPROVED ACCESS. During the Term, Client will provide BCP with access and credentials necessary to provide Managed Conversations services (the "Managed Conversations"), which access may be provided through approved login credentials, or some other method agreed to by the parties ("Approved Access"). Client grants to BCP the right and license to use the Approved Access to monitor the Managed Conversations, provide Replies, and otherwise provide the BCP services generally.
2. TRADEMARKS. Client hereby grants to BCP the right to use any intellectual property (such as trade names, trademarks, images, and logos) of the Client necessary to provide the BCP services.
3. CLIENT RESPONSIBILITIES. Client is solely responsible for (and neither Podium nor BCP) have any responsibility to Client or any third party for): (a) any third-party accounts associated with the Approved Access, including, but not limited to, compliance with any terms and conditions and any payment or fees required for such account; and (b) regularly reviewing Managed Conversations and other content deployed through the Services to ensure all information posted (i) is accurate, up to date, and acceptable, and (ii) complies with all laws, rules and regulations, including, but not limited to, all federal, state and industry-specific online advertising (or similar) laws, regulations and guidelines. Client shall be solely liable for any fines or other penalties imposed relating to any non-compliance.
4. SCOPE OF USE. If Client's use of the Managed Conversations Services exceeds the Scope of Use limits set forth in Client's Subscription Documentation in any month, Podium will notify Client of the overage and Client will have up to 30 days to upgrade to the next Managed Conversations Services tier. If Client fails to upgrade within 30 days of receiving the overage notice, Podium may terminate the Managed Conversation Services immediately. For purposes of the terms, "Conversation" means a single threaded interaction between BCP, on Client's behalf, and one of Client's Customers that takes place within a twenty-four (24) hour period after the initial contact between the Customer and Client (or BCP acting on Client's behalf).
5. PAYMENTS. Podium will invoice, and Client will pay the fees set forth in any applicable Subscription Documentation that includes an order for any BCP services according to the terms of the applicable Subscription Documentation. Unless otherwise stated in the applicable Subscription Documentation Client will pay invoices for the BCP services within thirty (30) days of the date of invoice. Any amounts due hereunder are exclusive of, and Client shall be responsible for, all sales taxes, value added taxes, duties, use taxes, withholdings and other governmental assessments, excluding taxes based on the net income of BCP or its reseller, unless Client provides a valid tax-exempt certificate.
6. WARRANTY. Client hereby represents and warrants that it has full and adequate rights to grant all rights and licenses provided under these terms.
Black Book (NAR)
If you are using any services provided by the National Auto Research, a division of Hearst Business Media Corporation d/b/a Black Book® or its affiliates (collectively “NAR”) in connection with your use of Podium Services, you acknowledge and agree that these NAR End User Terms (the “NAR Terms”) apply and are incorporated into and made a part of the Podium Terms of Service (the “Agreement”), the terms and provisions of which, except as expressly modified in these NAR Terms, remain in full force and effect.
Podium hereby grants Client a personal, non-transferable and non-exclusive limited license to use the web based application service program (the “Program”) consisting of a compilation of certain modules of the Program combined with National Auto Research, a division of Hearst Business Media Corporation (“NAR’s”) proprietary data consisting of model years from 1981 to present of information relating to the vehicle identification number, model year, make, model, series and body style, universal vehicle code, engine descriptions, extra clean, clean, average and rough retail value, and extra clean, clean, average and rough wholesale United States pricing information for used cars, vans and light trucks (the “Black Book Data”) and further grants Client a personal, nontransferable and nonexclusive limited sublicense to use the Data within the Program under a license granted by NAR to Podium. NAR is a third-party beneficiary under this Agreement and may enforce its rights hereunder directly against Client, which shall be governed by the laws of the State of New York without giving effect to any principles of conflict of laws and subject to the jurisdiction and venue of the State and Federal courts located in New York.
Client is only authorized to access the Data within the Program for its own internal use for vehicle appraisal. No other use or access of the Data is permitted.
Client agrees that NAR owns all rights, title and interest in and to the Data, and any derivative works thereof, including but not limited to all literary property rights, copyrights, trademarks, trade secrets, trade names or service marks, including goodwill and all rights, title and that all rights, title and interest shall remain with NAR and use of the Data by Client or any information therein by any person or firm other than Client or its employee (on a need to know basis) is prohibited by NAR. Client shall keep confidential the Data or any information therein and use its best efforts to prevent and protect the contents of the Data from unauthorized disclosure, copying or use. The Data is protected by U.S. copyright law and the Black Book® trademark is registered with the U.S. Patent and Trademark Office, Reg. No. 767893.
ALTHOUGH NAR MAY COMPILE THE DATA CONTAINED WITHIN THE PROGRAM, NAR DOES NOT WARRANT THE PROGRAM OR THE CONTENTS THEREIN. THEREFORE, THE DATA IS PROVIDED “AS IS” AND NAR MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE ACCURACY OF THE DATA FROM WHICH THE DATA IS COMPILED, THAT THE DATA IS FREE FROM ERRORS AND OMISSIONS, THE MERCHANTABILITY AND FITNESS OF THE DATA FOR A PARTICULAR PURPOSE, OR USE, OR PERFORMANCE OR RESULTS OBTAINED BY USING THE DATA WITHIN THE PROGRAM. UNDER NO CIRCUMSTANCES SHALL NAR BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR CHARACTER INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, ALL OTHER COMMERCIAL DAMAGES OR LOSSES IN CONNECTION WITH THE DATABASE. NAR EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT TO THE PROGRAM, AND SHALL HAVE NO LIABILITY WHATSOEVER WITH RESPECT THERETO.
Client’s obligations concerning misuse and confidentiality of the Data and NAR's right of action or claim against Client for any breach thereof shall survive the termination of this Agreement.
Failure of NAR at any time or times to enforce its rights under this Agreement shall in no manner affect its rights at a later time to enforce the same.”
Reynolds & Reynolds
If you are using any services provided by the Reynolds & Reynolds Company or its affiliates (collectively “Reynolds”) in connection with your use of Podium Services, you acknowledge and agree that this Reynolds Qualified End User Agreement (the “Reynolds EULA”) applies and is incorporated into and made a part of the Podium Terms of Service (the “Agreement”), the terms and provisions of which, except as expressly modified in this Reynolds EULA, remain in full force and effect.
1. DEFINITIONS.
1.1. “Customer NPI” means any nonpublic personal information of a customer of a Qualified End User collected or submitted to the Service(s) and Reynolds Interface by Qualified End User or captured by the Service or Reynolds Interface.
1.2. “Qualified End User(s)” means a single dealership store and application area (or branch) combination (and its associated employees), as defined in the Reynolds System, which has obtained the appropriate license rights granted by Podium to receive access to the Reynolds Interface.
1.3. “Reynolds Interface” means the interface developed by Reynolds that allows for the transfer of data to or from one or more Reynolds Systems.
1.4. “Reynolds System(s)” means any Reynolds software, hardware, process, product, service, application or DMS provided by, sold and/ or marketed by Reynolds or its affiliates.
1.5. “Service(s)” means the specific proprietary product of Podium provided to Qualified End User for Qualified End User’s use during the Subscription Term, as part of Qualified End User’s Subscription. The “Service(s)” also includes the Website, as defined herein. The “Service” does not include any Third-Party Product.
1.6. “Subscription Documentation” means any and all documentation evidencing Client’s agreeing to enter into a Subscription for the Service(s), including but not limited to a Proposal, Quote, Services Agreement, Order Form or Statement of Work, which references this Agreement.
1.7. “Subscription” means Qualified End User’s acceptance of the Subscription Documentation provided to Qualified End User by Podium, whereby Qualified End User agreed to receive the Service on an ongoing basis, according to the terms and conditions referenced in the Subscription Documentation.
1.8. “Subscription Term” means the term for the Subscription to the applicable Service, as specified on Qualified End User’s Subscription Documentation, including any renewal term.
Other terms are defined in other Sections of this Reynolds EULA.
2. INTERFACE.
2.1. As part of its “Reynolds Certified Interface” program, your Dealer Management System (“DMS”) provider, Reynolds, has developed certain processes that allow certain third party software clients, including Podium, to receive from Reynolds certain data from your DMS and/or allow Podium to send data to your DMS (“RCI Integration”). By agreeing to these terms, you are providing your consent to: (a) Reynolds’ providing Podium with access to data from your DMS; and (b) to Podium providing Reynolds with access to Services data, both of which may include, without limitation, non-public information regarding your customers. By agreeing to these terms you represent and agree that: (a) Reynolds makes no representations, assurances, warranties or guarantees with respect to the Services or Podium’s obtaining access to data from your DMS through RCI Integration or otherwise; (b) Reynolds shall have no liability whatsoever for any damages you may suffer as a result of using Website or because of Podium’s access to data from your DMS; (c) Reynolds has no responsibility for the activities of Podium with respect to its access to data from your DMS, including without limitation, with respect to Customer NPI obtained or used by Podium; (d) Reynolds may terminate the integration described in this agreement at any time if Reynolds determines that such integration may conflict with or adversely affect the operation or security of your DMS (including without limitation the integrity or security of the data) or such access may violate any applicable laws or regulations; (e) problems caused by the data access described in this agreement will not be covered by any software support and equipment maintenance services or fees previously agreed between you and Reynolds; and (f) Reynolds has the right to enforce its rights under this agreement. NOTICE TO NORTH CAROLINA DEALERS: THIS REYNOLDS EULA RELATES TO THE TRANSFER AND ACCESSING OF CONFIDENTIAL INFORMATION AND CUSTOMER RELATED DATA.
2.2. Podium provides a limited license during the Subscription Term authorizing the operation of the Reynolds Interface only with the Service and only for one (1) Qualified End User for each Reynolds Interface license fee that is paid.
3. USE RIGHTS; RESTRICTIONS.
3.1. Podium reserves all rights, title and interest in and to the Service, and Reynolds reserves all rights, title and interest in and to the Reynolds Interface.
3.2. Qualified End User must not copy, disassemble, decompile, and/or reverse engineer any of the Service and the Reynolds Interface.
3.3. Qualified End User is prohibited from: (a) the transfer of or access to the Service and the Reynolds Interface to or by third parties; (b) lending, leasing, sublicensing or pledging of the Service and the Reynolds Interface by Qualified End User; and (c) service bureau or outsourcing uses of the Service and Reynolds Interface;
3.4. Qualified End User is prohibited from using the Service and Reynolds Interface outside the definitions and process defined in the Interface Agreement between Podium and Reynolds.
3.5. Qualified End User is prohibited from using the Service and Reynolds Interface outside the definitions and process defined in the Interface Agreement between Podium and Reynolds.
4. DISCLAIMERS. The Service and Reynolds Interface provided under this Agreement contain portions of program code owned by third party licensors and such licensors will be entitled to enforce this license as an intended third party beneficiary and the obligations of the licensee cannot be modified or terminated without the written consent of such third party licensors. Qualified End User shall not disclose any passwords or other security information that are related to the Service and Reynolds Interface or other software licensed under this Reynolds EULA. ALL LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In no event will any licensor be liable for indirect, incidental, consequential or exemplary damages arising from use, or inability to use Reynolds Interface(s), even if they knew of the possibility of such damages.
5. CUSTOMER NPI.
5.1. Customer NPI may be accessed by Podium pursuant to this Reynolds EULA and may be provided to third parties pursuant to the Services Agreement.
5.2. Qualified End User warrants that for purposes of the data that may be accessed by Podium and/or the Qualified End User’s DMS provider pursuant to the Interface Agreement between Podium and Reynolds, Qualified End User has provided any required privacy notices to its customers as required by applicable law, including the Gramm-Leach-Bliley Act and its implementing regulations (“GLBA”), and to the extent applicable, the privacy laws of any state, Canada’s Personal Information Protection and Electronic Documents Act (“PIPEDA”), and any other relevant privacy laws Canada or of any province of Canada or other relevant jurisdiction.
5.3. Qualified End User grants the Qualified End User’s DMS provider and Podium permission to access Customer NPI to the extent necessary to provide the services contracted for under this Reynolds EULA (including the Service and the Reynolds Interfaces) and specifically permits Reynolds and Podium to provide access to Customer NPI to one another for that purpose.
5.4. Podium is prohibited from accessing, storing, sharing, disclosing or using any Customer NPI obtained pursuant to this Reynolds EULA other than as necessary to carry out the purposes for which the Qualified End User has provided access to the Customer NPI, as specifically set forth in the Services Agreement, or as otherwise required by law.
5.5. Podium will implement and maintain appropriate safeguards to protect any Customer NPI that Podium may obtain pursuant to this Reynolds EULA for so long as Podium has access to any such Customer NPI.
5.6. Podium will provide prompt notice to the Qualified End User in the event of known privacy or security breaches.
5.7. Podium will return or destroy any Customer NPI at the termination of the Reynolds EULA or as otherwise set forth in the Services Agreement.
5.8. To the extent the Qualified End User operates in Canada and Podium has access to Customer NPI for the purposes of processing the data:
5.8.1. Qualified End User may contact privacy@podium.com regarding privacy aspects of this Reynolds EULA.
5.8.2. Podium will direct persons seeking access to their personal information to the Qualified End User.
5.8.3. Qualified End User will provide its customers in Canada with a notice specifying that the Customer NPI or other personal information as defined under Canadian law may be transferred to and stored in the United States and may be subject to disclosure pursuant to the laws of the United States.
5.8.4. Qualified End User will comply fully with the applicable laws.
5.8.5. Qualified End User has obtained all consents from its customers required under the applicable laws for the collection, use and disclosure of personal information by the Qualified End User and by Podium.
5.8.6. Podium will comply with all applicable laws.
6. TERM AND TERMINATION.
6.1. This Reynolds EULA is effective until the applicable Subscription Term for the Service(s) has expired or the Subscription is terminated as expressly permitted under the Services Agreement.
6.2. Qualified End User will have the right to terminate this Reynolds EULA for Podium noncompliance with any privacy laws or regulations.
7. GENERAL
7.1. Except as set forth explicitly herein, all other terms and conditions of the Services Agreement will remain the same.
7.2. Capitalized terms not defined herein shall retain their definitions as set forth in the Agreement.
R.L. Polk & Co.
If you are using Third-Party Services provided by R.L. Polk & Co. or any of its affiliates in connection with your use of Podium Services, you acknowledge and agree that the following terms and conditions apply:
End User Terms. Lease, finance and cash option calculations (“Information”) are provided to Client by Market Scan Information Systems, Inc. (“S&P”).
Access to Information. Client agrees to permit only those employees who need to access the Information to do so and employ commercially reasonable procedures to track and monitor its employee’s access to and use of the Information. Client will investigate any misuse of the Information in full cooperation with S&P.
Information. Client agrees to be responsible to provide to S&P, on a timely basis all regional and non-regional data regarding manufacturer and vehicle rebate, incentive, lease and or retail finance information as it becomes available. Client further agrees to provide S&P with Client’s electronic access to rebate, incentive, lease and retail finance data by providing S&P with valid login credentials to all applicable manufacturer and lender portals. Client is providing this login information to allow S&P to populate the Information contained from Client’s unique, individual S&P database on Client's behalf. Client warrants it has the authority and right to send to S&P, and for S&P to utilize as necessary hereunder, such data or information for the purpose Client sent such data or information, and Client shall indemnify S&P for any all third party claims arising out of any such provided data, information, or log in submitted to S&P by Client.
Compliance with Laws. Client shall comply with all applicable laws and regulations, including, but not limited to, all applicable finance, privacy, consumer protection, data security and intellectual property laws.
Warranty. The Information shall be as current, accurate and complete as may be achieved using the Client’s supplied information and inputs, S&P’s source data, compilation and data processing methods customarily employed by S&P and its suppliers in the ordinary course of its business but is not warranted to be error free. Accordingly, the Information is provided on an 'as is' and 'as available' basis. Any use or reliance upon the Information shall be at Client’s own risk. THERE ARE NO OTHER WARRANTIES EXPRESSED OR IMPLIED HEREUNDER, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability. IN NO EVENT SHALL S&P NOR ANY OF ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST INCOME OR LOST REVENUE WHETHER BASED IN CONTRACT, TORT OR ANY OTHER THEORY.
Confidentiality. Any policies, business practices, plans and methods not in the public domain which may be known or disclosed to either party as a result of this agreement shall be considered Confidential Information. Client agrees that it will not advertise, disclose, or in any other way publicly announce through any media, or directly to third parties that it has entered into this agreement or the use and source of the Information without the express prior written consent of S&P.
Yext
If you are using any Yext products in connection with your use of Podium Services, you acknowledge and agree that these Yext Product Terms (these “Yext Terms”) apply and are incorporated into and made a part of the Podium Terms of Service (the “Agreement”), the terms and provisions of which, except as expressly modified in these Yext Terms, remain in full force and effect.
1. DEFINITIONS.
1.1. “Client Content” means all location data and other information or content that is made available to Podium by or on behalf of Client in connection with its use of the Products.
1.2.“Product(s)” means the specific proprietary products and services developed by Yext which Podium will provide for Client’s use during the Subscription Term, as part of Client’s Subscription. “Service(s)” as set forth in the Agreement shall include Products.
1.3.“Publishers” means third parties that own or operate Publisher Sites.
1.4.“Publisher Sites” means online business directories, search web sites, social media web sites, mobile apps or other online properties owned or operated by Publishers.
1.5.“Yext” means the entity Yext, Inc.
1.6.“Yext Indemnitees” means Yext, its third party licensors and Publishers, and its affiliates, and each of its and their respective officers, directors, members, managers, employees, sublicensees, contractors and agents.
Capitalized terms not defined herein shall retain their definitions as set forth in the Agreement. Other terms are defined in other Sections of these Yext Terms.
2. USE RIGHTS. Subject to all terms and conditions of the Agreement as modified by these Yext Terms, Podium grants Client a non-exclusive, non-transferable, non-sublicensable right and license during the Term to access and use the Products designated in these Yext Terms solely for Client’s internal business purposes, but only in accordance with the Agreement as modified by these Yext Terms
3. CLIENT CONTENT.
3.1 Rights in Client Content. Client grants Yext a license during Term to use and distribute the Client Content in connection with the provision of the Products. Specifically, Client grants Yext and its affiliates and each applicable Publisher a worldwide, nonexclusive, perpetual, irrevocable, royalty-free, unlimited, sublicensable (through multiple tiers of sublicensees) license to use, reproduce, prepare derivative works of, display and distribute the Client Content for any and all purposes.
3.2 Distribution. Client acknowledges and agrees that (i) certain Products may involve distribution of Client Content, including but not limited to business listing information (e.g. store location, hours of operation, and contact information) and/or other interactions with Publishers and Publisher Sites; (ii) all Client Content shall be subject to the Publishers’ character limits, quality standards and other applicable content policies, and that any such content may be rejected, in whole or in part, by a Publisher at any time in its sole discretion, or modified at any time to comply with such policies; (iii) Yext does not guarantee that any Client Content will be displayed on any Publisher Site; and (iv) the appearance and/or location of any Client Content placement may change at any time.
3.3 Permissions. Client shall provide Client Content that Client owns or otherwise has all rights and permissions necessary to grant all relevant rights and permissions to Yext and its publisher partners with respect to such Client Content; and
3.4 Waiver. Client hereby waives any right to bring or participate in a class action litigation with respect to the Products and name Yext or Podium as an intended third party beneficiary with respect to such class action waiver.
4. YEXT ADDITIONAL TERMS.
4.1 Yext reserves the right to update, improve, replace, discontinue, modify or alter the specifications for or functionality of the Products from time to time. Upon request from Yext, Podium may provide Yext demonstration account access to any Client-accessible platform leveraging the Products during the Term of this Agreement to review Client’s platform for compliance with this Agreement through Podium-provided.
4.2 Client agrees that its use of and access to certain Products are subject to the “Yext Product Terms” currently located at http://www.yext.com/terms/enproduct-terms/, and are incorporated into, and form a part of, these Yext Terms. If Yext makes any material change(s) to the Yext Product Terms during the term of Client’s Services, such change(s) will apply only upon renewal of the Client’s Term.
5. INDEMNIFICATION. Client will defend, indemnify, and hold harmless Podium and the Yext Indemnitees from and against third-party claims and will pay any losses associated with such third-party claims, in each case to the extent arising from or relating to Client Content and/or the conduct of Client’s business (including, but not limited to, any allegation that any Client Content infringes any third party patents, trademarks, copyrights or other proprietary rights, constitutes false advertising or is defamatory).
6. LIMITED WARRANTY; DISCLAIMERS. Except as may be limited by these Yext Terms, Podium warrants that it shall provide the Products in a professional manner in accordance with the applicable standard of care in the state and county in which it maintains its principal place of business. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FOR IN THIS SECTION ALL PRODUCTS AND RELATED SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER PODIUM NOR YEXT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. PODIUM AND YEXT MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE PRODUCTS WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE OR PRESERVED WITHOUT LOSS, OR THAT THE PRODUCTS WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE. PODIUM AND YEXT WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-PODIUM AND NON-YEXT SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON THE PRODUCTS OR RELATED SERVICES (INCLUDING CHANGES TO CLIENT PROPERTIES). THE DISCLAIMERS IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
7. LIMITATIONS OF LIABILITY.
7.1. Exclusion of Consequential and Related Damages. EXCEPT FOR (i) CLIENT’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 5 OR NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM SUCH OTHER PARTY’S RIGHTS) FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND, OR FOR ANY LOST REVENUES OR PROFITS, LOSS OF USE, LOSS OF COST OR OTHER SAVINGS, LOSS OF DATA, OR LOSS OF GOODWILL OR REPUTATION, WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING OUT OF OR RELATING TO THE PRODUCTS OR OTHERWISE ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING ANY SUBSCRIPTION SCHEDULE), REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD PARTY HOSTING PROVIDERS.
7.2. Limitation of Damages. EACH PARTY’S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE PRODUCTS OR OTHERWISE ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING ANY SUBSCRIPTION SCHEDULE, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, THE TOTAL FEES PAID BY CLIENT TO PODIUM UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE ON WHICH THE FIRST CLAIM ARISES.
8. EFFECT OF TERMINATION. Upon expiration or termination of the Agreement for any reason: (a) Yext reserves the rights in its sole discretion to disable all access, by Clients, to the Products, using any lawful means, including, but not limited to those that disable Client’s access automatically with the passage of time; and (b) Clients shall immediately cease any and all use of the Products.
Phones Service Terms
Version
Effective October 15th 2026
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Table of Contents
PODIUM PHONES SERVICE TERMS
By using or accessing Podium’s Phones Service (“Phones”), or by signing or clicking to accept to any Subscription Documentation that includes Phones or references these terms, you (“you” or “Client”) agree to be bound by the following terms and conditions (the “Phones Service Terms”).
These Phones Service Terms incorporate by this reference the Podium Terms of Service (currently available at: https://legal.podium.com/#termsofservice-us) (the “Podium Terms of Service”) as may be updated from time to time, which, among other terms, contain provisions governing the resolution of claims (see Section 13 (Disclaimers), Section 14 (Limitations of Liability), Section 15 (Dispute Resolution), and Section 16 (General) of the Podium Terms of Service). In the event of any conflict or inconsistency between these Phones Service Terms and the Podium Terms of Service, these Phones Service Terms will govern.
Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Phones Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references to the “Agreement” will include these Phones Service Terms.
1. DEFINITIONS
1.1. “Phones Service Provider(s)” means the third-party service provider(s) used by Podium to facilitate certain features of Phones. Podium may add or remove Phones Service Providers from time to time.
1.2. “Desk Phone Products” or “Desk Phones” means the physical device and any hardware and accessories provided or made available by Podium as part of Phones. Any software and/or firmware preinstalled on, or distributed with, the Desk Phone Products forms part of the Desk Phone Products.
1.3. “Web Phone” means the software-based phone available within the Phones web or desktop application (“Desktop Web Phone”) or the Phones mobile application (“Mobile Web Phone”) that allows Podium clients to make phone calls through a properly equipped and configured computer or mobile device, without the need for Desk Phone Products. Web Phone is available in the United States, Canada, and Australia only.
2. SERVICES.
2.1. Podium Phones. Podium Phones is a voice over internet protocol (“VoIP”) phone system integrated with Podium software to support communication with Client’s Customers. Subject to the performance of Client’s duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide Client with access to Phones. Podium Phones includes software, hardware, and other related elements. In order to access and fully use Phones, Client must register for and maintain an active account and Subscription with Podium. Client understands and agrees that Phones may be used in the United States, Canada, and Australia only. Podium Phones is powered by Podium Voice, LLC, which is a regulated affiliate of Podium. Podium Voice, LLC is a third-party beneficiary of this Agreement and will be entitled to enforce the terms and conditions as if it were a party to the Agreement.
2.2. Phones Professional Network Optimization. Phones Professional Network Optimization ("Network Optimization") is a program Podium makes available whereby we connect you with certain Third-Party Providers to perform Network Optimization services that may include: (a) assessment of your network to support VoIP compatibility and sufficient speed; (b) updating your network settings and configuration to improve performance (includes running up to 1 ethernet line (less than 50 feet)); (c) recommendations for network and hardware updates; (d) a physical desk phone installation session; (e) 30-day (from the date of installation), limited warranty services provided. Network Optimization is available to Phones clients in the United States only.
2.2.1. Podium does not perform your Network Optimization and has no responsibility or liability for the Network Optimization services. Podium partners with certain Third-Party Providers, who are independent of Podium, who will provide the Network Optimization services you purchase. These providers are not employees, subcontractors, or agents of Podium. For your convenience, you will pay for the Network Optimization services as defined above through Podium, who will accept payment on behalf of the Third-Party Provider that completes your Network Optimization. The Third-Party Provider may have additional terms and conditions, which Client may be required to accept prior to receiving the Network Optimization. Additionally, if you purchase or wish to purchase any additional services from the Third-Party Provider, beyond those expressly described herein or on your applicable Subscription Documentation, you must contract with and pay any applicable fees to the Third-Party Provider directly.
2.2.2. By purchasing Network Optimization, Client authorizes Podium to share Client’s contact information with a Third-Party Provider and, as necessary, to allow the Third-Party Provider to access Client’s Podium Platform account for the purposes of providing Network Optimization services. Podium will not be responsible or liable in any manner for any negligent or intentional acts of the Third-Party Provider relating to the Network Optimization services or Client’s Podium account.
3. CLIENT OBLIGATIONS.
3.1. Client Data. In addition to Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium (or a Phones Service Provider, as applicable) any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of Phones, Client grants Podium, and its respective affiliates, a worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s and Phones Service Provider’s third-party service providers) in order to provide the Phones Services to Client and (ii) to enable Phones Service Provider(s) to use Client Data to: (a) provide the Phones Service Provider’s services to its (and its affiliates) other clients, as necessary; and (b) analyze and improve, and incorporate Client Data into, the Phones Service Provider’s products, systems, and tools. Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable Law, provided that to the extent permitted under applicable Law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Phones Service Terms) after the expiration or termination of your applicable Subscription Documentation.
3.2. Compliance with Laws and Terms. Client understands and agrees that Client will, for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing Phones; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use Phones only in compliance with all Laws, the terms of this Agreement, including Podium’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://legal.podium.com/#aup-us), and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its (and its Authorized Users') compliance with applicable Laws, these Phones Service Terms, and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Client also understands and agrees that it must not make any attempts to break or circumvent any security measures or rate limits of the Services, or to evade detection of a violation of these Phones Service Terms or the Law when using the Services. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated these Phones Service Terms.
3.3. Recording and Transcription. Client understands and agrees that the Services may include certain features or functionality that allow Client to record or transcribe certain audio and other data related to communications made using the Services. If Client uses this functionality, Client is solely responsible for complying (and ensuring all its Authorized Users comply) with applicable Laws in the jurisdictions in which it uses this functionality. Podium disclaims all liability for your use of these recording and transcribing features, and you agree to hold Podium harmless for all liabilities related to your use of these features.
3.4. Account Use and Security. Client is solely responsible and accepts full liability for all use of its Phones Service, with or without Client’s permission. Client is solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject it to a higher level of risk for fraudulent activity. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Additionally, unless otherwise specified in your applicable Subscription Documentation, your use of Phones is subject to the applicable Scope of Use limits listed at https://www.podium.com/pricing/. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions. If specific Scope of Use Limits have not been expressly designated for your Phones Services, or the Services you’ve purchased have been designated as “unlimited”, such Services are intended (and may be used only) for normal business use in compliance with the Agreement, including the AUP and your Subscription Documentation. Because any unusually high or excessive usage of Phones, or use of Phones beyond any applicable Scope of Use limit(s), may impair Podium’s ability to provide the Services to you and other Podium users, in the event that Podium discovers or reasonably suspects the occurrence of excessive, unauthorized, or prohibited usage of Phones, Podium reserves the right to take actions it deems reasonably necessary to prevent or stop such usage (including suspending or terminating your use of or access to the Services) without prior notice.
3.5. Responsibility for System and Technical Requirements. Client understands and agrees that Phones is a VoIP phone service and there are many factors that may impact Client's ability to use Phones, including but not limited to network speeds and bandwidth, network connectivity, hardware, and other factors outside Podium’s control. Except for the limited scope of services and warranty available to Client upon the purchase of Network Optimization, Client remains solely responsible for maintaining sufficient internet access, network connectivity, power, and other technical requirements necessary to enable its use of Phones.
3.5.1. Where possible, Podium will perform a network quality test prior to your purchase of Phones. This test will assess download and upload speeds, download and upload packet loss, as well as the number of devices on your network at the time of the test. If, following this initial test, your network quality does not meet the minimum requirements to support Phones, before you may purchase a Phones Subscription, you will be required to: (1) purchase Network Optimization; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements. You will also be required to: (1) purchase Network Optimization; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements, if Podium is unable to perform a pre-purchase network test, or your network passes the initial, pre-purchase test, but fails a second network quality test, performed by Podium during the post-purchase onboarding process.
3.5.2. Client understands and agrees that it is fully responsible for maintaining sufficient internet access, network connectivity, power, and other system and technical requirements necessary to enable the use of Phones, including following the completion of any purchased Network Optimization and any applicable Network Optimization warranty period.
3.5.3. Additionally, Client understands and agrees that, whether or not it purchases Network Optimization, Client may not cancel or otherwise terminate its Phones Subscription, nor will Podium provide any refunds or service credits, due to network, hardware, or other issues caused by factors outside Podium’s direct control.
4. TERM AND TERMINATION
4.1. This Agreement will begin on the start date of the applicable Subscription Documentation for Phones and will remain in effect until the applicable Subscription Term has expired or the Subscription is terminated as expressly permitted by your Subscription Documentation.
5. OWNERSHIP AND RIGHTS.
5.1. These Phones Service Terms do not grant any rights or licenses in Phones, Desk Phone Products, Podium Technology, or related software other than as expressly stated in these Phones Service Terms. As between the parties, Podium owns all rights, title, and interest, including all intellectual property rights, in and to Phones, Desk Phone Products, and software. All rights not expressly granted are reserved.
6. FEES AND PAYMENT.
6.1. Unless otherwise specified in the applicable Subscription Documentation, Phones is provided on an ongoing, per-license subscription basis, including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the applicable Subscription Documentation or Agreement, as applicable. Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle, including Phones (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Agreement (collectively, the “Fees”). Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
6.2. Client will be responsible for all applicable taxes and fees accrued through Client’s use of Phones, including Industry Fees. These charges may change from time to time and vary depending on federal, state, and local rules. Podium may charge Client for applicable taxes and fees through Client’s invoice.
6.3. For Phones Clients Located in Australia Only. Please review our Australia Financial Hardship Policy if you are experiencing unexpected financial difficulties that may affect your ability to meet your Phones Service obligations.
7. DESK PHONE PRODUCTS.
7.1. Desk Phone Products are manufactured by third parties and are resold by Podium. All Desk Phone Products features, specifications, and prices are subject to change at any time. Podium does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that the Desk Phone Products are available for lease or purchase. Podium is not obligated to accept any Subscription Documentation for the purchase of Desk Phone Products, and Podium may cancel accepted Subscription Documentation at any time if Podium is unable to fulfill the purchase request for any reason. If Podium cancels your Subscription Documentation for the purchase of Desk Phone Products because it is unable to fulfill the purchase request for any reason, Podium will fully refund the purchase fees prepaid by you for such Desk Phone Products.
7.2. The following terms apply to Desk Phone Products purchased by Client (as specified in Client’s Subscription Documentation):
7.2.1. Podium will deliver the Desk Phone Products to the delivery address specified in your Subscription Documentation, at which time risk of loss will pass to you. Podium will use commercially reasonable efforts to provide you with an estimated delivery date for each Desk Phone Product; however, such delivery date is a good-faith estimate only and is not binding on Podium.
7.2.2. Title to each Desk Phone Product will transfer to you upon: (a) your payment of all applicable purchase fees in respect of such Desk Phone Product and (b) delivery of the Desk Phone Product in accordance with this Section 7, whichever is later.
7.2.3. Client must immediately notify Podium in the event a Desk Phone is lost or stolen after it has been received by Client.
7.3. Your use of the Desk Phone Products is: (a) subject to the terms of the Podium Terms of Service, Acceptable Use Policy, these Phones Service Terms, and any additional terms set forth in the applicable Subscription Documentation; (b) limited to use in conjunction with the Phones and Desk Phone Services and other Podium Services; and (c) limited to use by competent trained employees, authorized by Client to operate or use Desk Phone Products, and with adequate security measures in place to safeguard Desk Phone Products and data collected by, and held on, Desk Phone Products.
7.4. You will not, and neither will you permit any third party to: (a) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Desk Phone Product; (b) work around any of the technical limitations implemented in a Desk Phone Product or enable functionality that is disabled or prohibited; (c) reverse engineer or attempt to reverse engineer a Desk Phone Products except as expressly permitted by applicable Law; (d) perform or attempt to perform any actions that would interfere with the normal operation of a Desk Phone Product or impact the use of the Desk Phone Products by other users; (e) use the Desk Phone Products in any manner not permitted hereunder or for any purpose other than commercial purposes; (f) use the Desk Phone Product in any location other than the registered location or move the Desk Phone Products to a new location without registering the device to its new location; (g) remove, modify, deface, or replace any of Podium’s or any Phones Service Provider’s proprietary notices or marks which appear on or are affixed to a Desk Phone Product; or (h) use the Desk Phone Products to violate any applicable Laws, including any laws and regulations related to notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Desk Phone Products.
7.5. Except as otherwise expressly stated herein, you are responsible for installing, integrating, and maintaining the Desk Phone Products, which includes updating the software as may be required by Podium or its Phones Service Provider(s) from time to time. Podium may make updates to the Desk Phone Products available to you. You must install these updates to continue using the Desk Phone Products. Podium will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Phones Service Terms unless other terms are provided with the updates.
7.6. Unless otherwise expressly provided in an applicable Subscription Documentation, Client will pay the purchase fee in full upon placing the order for purchase of the Desk Phone Product.
8. LIMITED DESK PHONE WARRANTY AND SUPPORT.
8.1. All warranty and refund rights and obligations for Podium Hardware provided in connection with Podium Phones (including Desk Phone Products) are governed exclusively by the Podium Limited Hardware Warranty and Refund Policy (“Hardware Warranty Policy”), which is hereby incorporated by reference.
8.2. EXCEPT AS EXPRESSLY STATED IN THESE PHONES SERVICE TERMS AND THE HARDWARE WARRANTY POLICY, THE PHONES SERVICES AND DESK PHONE PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS, PODIUM PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE DESK PHONE PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT, AS WELL AS ANY OTHER IMPLIED WARRANTIES, SUCH AS WARRANTIES REGARDING DATA LOSS, AVAILABILITY, ACCURACY, FUNCTIONALITY, AND LACK OF VIRUSES. THIS SECTION 8.2 APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY LIMITATIONS AND DISCLAIMERS THAT MAY BE CONTAINED IN THE PODIUM TERMS OF SERVICE. ANY WARRANTIES, GUARANTEES, OR CONDITIONS THAT CANNOT BE DISCLAIMED AS A MATTER OF LAW, BUT WHICH MAY BE LIMITED IN DURATION, LAST FOR ONE YEAR FROM THE DATE ON WHICH YOU RECEIVE A DESK PHONE PRODUCT. Use of the Desk Phone Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Hardware Products to not function correctly. As a consequence, all such use is at your own risk.
9. PHONE NUMBER PORTING.
9.1. Port-In Requests. If you request Podium to port (i.e., transfer) your phone number to Phones, you must execute a letter of authorization (“LOA”) provided to you by Podium, including all required information, and authorizing Podium and its Phones Service Provider to initiate the porting process. By authorizing the porting process, you understand and agree that: (a) the ability to complete the port is subject to validation that your number(s)/service can be ported; (b) you may experience an interruption or change to your telecommunications service during or as a result of the porting process, and Podium assumes no responsibility for any lost communication that may occur during the porting process or for any delays or failures in the porting process that are caused by factors outside Podium’s control; (c) if you are ending an existing contract with your current telecommunications provider early as part of the porting process, you may have to pay a cancellation fee or penalty to that provider and you are solely responsible for any such fee or penalty; (d) Podium will use reasonable efforts to notify you that the porting process is complete when it occurs. Additionally, if you have any questions or complaints about the porting process, you can contact our Customer Support team here.
9.2. Port-Out Requests. As required by Law, Podium will comply with a valid request to port the number associated with your Phones account to another service provider. You understand and agree, however, that any such port-out request does not relieve you of any payment or other contractual obligations remaining under your existing agreement with Podium at the time of the request, and that you will be responsible to pay any remaining balance owed to Podium even after the port-out has been completed. You may also be subject to fees or charges applicable to the port-out request, which Podium may communicate to you in writing prior to or at the time of your port-out request. Additionally, you understand and agree that you must provide to Podium all documentation and information necessary to complete the port-out request, follow all processes required by Podium and the service provider to which you are porting your number in order to facilitate the request, and comply with all Laws and any third-party terms applicable to your port-out request. Podium will not be responsible for any delays or failures in the porting process, if such delays or failures are caused by factors outside Podium’s control, or for any service interruptions or downtime that occurs during the porting.
9.3. Number Releases. Upon termination of your Podium account, including your Phones services, any phone numbers associated with your account which have not been previously ported to another service provider may be released. You must, therefore, ensure that you coordinate the porting of your number before your Podium Subscription ends or is otherwise terminated.
10. EMERGENCY SERVICES
10.1. Overview of Emergency Services. Because Phones is a VoIP service the emergency calling services available through Phones operate differently from traditional emergency calling services and have certain limitations. If you are not comfortable with these limitations, you must utilize alternate means of accessing emergency services. By using Phones, you represent and warrant that you understand the limitations of emergency services available through Phones, and you agree to comply with your obligations as set forth in these Phones Service Terms.
10.2. Emergency Calls using Desk Phone(s) & Desktop Web Phone(s). When you use a Desk Phone or the Desktop Web Phone (see Section 10.3 for information on Mobile Web Phones) to make an emergency call, Phones relies on the information, including physical address, associated with your Phones account to route emergency calls to the nearest emergency responder(s). Accordingly, you are required to register a physical location address (“Registered Location”) when you activate your Phones account. If you change your location, you must immediately update your Registered Location, according to the process set forth below. If you have not updated your address to ensure its accuracy or if you are calling from an address other than your Registered Location, emergency services may be delayed. If no address is available, Phones will route the emergency call to a national emergency response center. When making an emergency call, it is also possible that, due to certain technical limitations, the dispatcher may not receive your contact information. You should, therefore, immediately inform the dispatcher of your location (or the location of the emergency) and other contact information. Do not disconnect the emergency call until told to do so by the dispatcher.
10.2.1. Confirming and Updating your Registered Location. USE OF PHONES FROM A LOCATION OTHER THAN YOUR REGISTERED LOCATION MAY CAUSE YOUR EMERGENCY CALL TO BE ROUTED TO THE WRONG PUBLIC SAFETY ANSWERING POINT (PSAP) OR CAUSE EMERGENCY RESPONDERS TO BE DISPATCHED TO THE WRONG ADDRESS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF YOUR REGISTERED LOCATION AND CONTACT INFORMATION BY PROVIDING, MAINTAINING, AND UPDATING SUCH INFORMATION FOR YOUR ACCOUNT. YOU ARE ALSO RESPONSIBLE FOR PERIODICALLY CHECKING THAT YOUR COMMUNICATIONS INFRASTRUCTURE IS PROPERLY CONFIGURED FOR EMERGENCY CALLING. You can verify that your Registered Location is correct via the following methods:
(a) By dialing 933 to be connected to an automated system that will read back the Podium Phones phone number you are calling from, along with the address associated with that number; or
(b) By visiting the “Phones Settings” page of the Podium portal and viewing your contact information on record.
Necessary updates to your information can be made in “Phones Settings.” Any changes you make to your Registered Location will take effect once you have saved them in “Phones Settings.”
10.3. Emergency Calling via Mobile Web Phone. If you attempt to make an emergency call using the Mobile Web Phone on your own device, the Phones application will close and will route that call to your device’s native dialer. If the device you are using does not have a native dialer (or the device does not have an active wireless cellular service), you will not be able to make the emergency call. Where possible you should make any emergency call directly using the native dialer on your device.
10.4. Additional Phones Limitations.
10.4.1. Emergency calling through Phones will not function if: (a) you experience an internet failure or power outage; (b) your broadband, ISP, or Phones services are terminated or suspended; or (c) your system access equipment fails or is not configured correctly. Network congestion may also delay or prevent completion of any emergency call. You will not be able to complete an emergency call if you move to a physical location outside the country in which Phones services are provided.
10.4.2. The availability of certain features, such as transmission of a Registered Location, depends on whether local emergency response centers support those features, and other factors outside of Podium’s control. Podium relies on qualified third parties to assist us in routing emergency calls and text messages to emergency response centers. Podium does not have control over emergency response centers, emergency responders, or other third parties.
10.5. Client Notice Obligations. YOUR USE, AND USE BY YOUR EMPLOYEES, AUTHORIZED USERS, GUESTS, AND OTHER THIRD PARTIES, OF PODIUM PHONES IS SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN. You are responsible for notifying any user or potential user(s) of Phones, including but not limited to your Authorized Users, of the limitations of Phones emergency calls. If you receive any label or sticker from Podium relating to emergency services, you must attach that label or sticker where it is visible on any Desk Phone you or your End Users may use in connection with Phones services.
10.6. Client Indemnity. Client will indemnify and hold harmless Podium Entities from and against any and all third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (i) Client’s incorrect information; (ii) Client’s failure to properly notify any person who may place calls using Phones of the emergency calling limitations; or (iii) the absence, failure, or outage of emergency calling using Phones for any reason; or (iv) the inability of any user of Phones to be able to access emergency service personnel for any reason.
10.7. Disclaimer. Neither Podium nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold Podium harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services. Podium disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Client to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Podium from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.
Effective October 1st 2026 to October 15th 2026
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PODIUM PHONES SERVICE TERMS
By using or accessing Podium’s Phones Service (“Phones”), or by signing or clicking to accept to any Subscription Documentation that includes Phones or references these terms, you (“you” or “Client”) agree to be bound by the following terms and conditions (the “Phones Service Terms”).
These Phones Service Terms incorporate by this reference the Podium Terms of Service (currently available at: https://legal.podium.com/#termsofservice-us) (the “Podium Terms of Service”) as may be updated from time to time, which, among other terms, contain provisions governing the resolution of claims (see Section 13 (Disclaimers), Section 14 (Limitations of Liability), Section 15 (Dispute Resolution), and Section 16 (General) of the Podium Terms of Service). In the event of any conflict or inconsistency between these Phones Service Terms and the Podium Terms of Service, these Phones Service Terms will govern.
Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Phones Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references to the “Agreement” will include these Phones Service Terms.
1. DEFINITIONS
1.1. “Phones Service Provider(s)” means the third-party service provider(s) used by Podium to facilitate certain features of Phones. Podium may add or remove Phones Service Providers from time to time.
1.2. “Desk Phone Products” or “Desk Phones” means the physical device and any hardware and accessories provided or made available by Podium as part of Phones. Any software and/or firmware preinstalled on, or distributed with, the Desk Phone Products forms part of the Desk Phone Products.
1.3. “Web Phone” means the software-based phone available within the Phones web or desktop application (“Desktop Web Phone”) or the Phones mobile application (“Mobile Web Phone”) that allows Podium clients to make phone calls through a properly equipped and configured computer or mobile device, without the need for Desk Phone Products. Web Phone is available in the United States, Canada, and Australia only.
2. SERVICES.
2.1. Podium Phones. Podium Phones is a voice over internet protocol (“VoIP”) phone system integrated with Podium software to support communication with Client’s Customers. Subject to the performance of Client’s duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide Client with access to Phones. Podium Phones includes software, hardware, and other related elements. In order to access and fully use Phones, Client must register for and maintain an active account and Subscription with Podium. Client understands and agrees that Phones may be used in the United States, Canada, and Australia only. Podium Phones is powered by Podium Voice, LLC, which is a regulated affiliate of Podium. Podium Voice, LLC is a third-party beneficiary of this Agreement and will be entitled to enforce the terms and conditions as if it were a party to the Agreement.
2.2. Phones Professional Network Optimization. Phones Professional Network Optimization ("Network Optimization") is a program Podium makes available whereby we connect you with certain Third-Party Providers to perform Network Optimization services that may include: (a) assessment of your network to support VoIP compatibility and sufficient speed; (b) updating your network settings and configuration to improve performance (includes running up to 1 ethernet line (less than 50 feet)); (c) recommendations for network and hardware updates; (d) a physical desk phone installation session; (e) 30-day (from the date of installation), limited warranty services provided. Network Optimization is available to Phones clients in the United States only.
2.2.1. Podium does not perform your Network Optimization and has no responsibility or liability for the Network Optimization services. Podium partners with certain Third-Party Providers, who are independent of Podium, who will provide the Network Optimization services you purchase. These providers are not employees, subcontractors, or agents of Podium. For your convenience, you will pay for the Network Optimization services as defined above through Podium, who will accept payment on behalf of the Third-Party Provider that completes your Network Optimization. The Third-Party Provider may have additional terms and conditions, which Client may be required to accept prior to receiving the Network Optimization. Additionally, if you purchase or wish to purchase any additional services from the Third-Party Provider, beyond those expressly described herein or on your applicable Subscription Documentation, you must contract with and pay any applicable fees to the Third-Party Provider directly.
2.2.2. By purchasing Network Optimization, Client authorizes Podium to share Client’s contact information with a Third-Party Provider and, as necessary, to allow the Third-Party Provider to access Client’s Podium Platform account for the purposes of providing Network Optimization services. Podium will not be responsible or liable in any manner for any negligent or intentional acts of the Third-Party Provider relating to the Network Optimization services or Client’s Podium account.
3. CLIENT OBLIGATIONS.
3.1. Client Data. In addition to Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium (or a Phones Service Provider, as applicable) any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of Phones, Client grants Podium, and its respective affiliates, a worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s and Phones Service Provider’s third-party service providers) in order to provide the Phones Services to Client and (ii) to enable Phones Service Provider(s) to use Client Data to: (a) provide the Phones Service Provider’s services to its (and its affiliates) other clients, as necessary; and (b) analyze and improve, and incorporate Client Data into, the Phones Service Provider’s products, systems, and tools. Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable Law, provided that to the extent permitted under applicable Law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Phones Service Terms) after the expiration or termination of your applicable Subscription Documentation.
3.2. Compliance with Laws and Terms. Client understands and agrees that Client will, for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing Phones; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use Phones only in compliance with all Laws, the terms of this Agreement, including Podium’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://legal.podium.com/#aup-us), and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its (and its Authorized Users') compliance with applicable Laws, these Phones Service Terms, and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Client also understands and agrees that it must not make any attempts to break or circumvent any security measures or rate limits of the Services, or to evade detection of a violation of these Phones Service Terms or the Law when using the Services. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated these Phones Service Terms.
3.3. Recording and Transcription. Client understands and agrees that the Services may include certain features or functionality that allow Client to record or transcribe certain audio and other data related to communications made using the Services. If Client uses this functionality, Client is solely responsible for complying (and ensuring all its Authorized Users comply) with applicable Laws in the jurisdictions in which it uses this functionality. Podium disclaims all liability for your use of these recording and transcribing features, and you agree to hold Podium harmless for all liabilities related to your use of these features.
3.4. Account Use and Security. Client is solely responsible and accepts full liability for all use of its Phones Service, with or without Client’s permission. Client is solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject it to a higher level of risk for fraudulent activity. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Additionally, unless otherwise specified in your applicable Subscription Documentation, your use of Phones is subject to the applicable Scope of Use limits listed at https://www.podium.com/pricing/. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions. If specific Scope of Use Limits have not been expressly designated for your Phones Services, or the Services you’ve purchased have been designated as “unlimited”, such Services are intended (and may be used only) for normal business use in compliance with the Agreement, including the AUP and your Subscription Documentation. Because any unusually high or excessive usage of Phones, or use of Phones beyond any applicable Scope of Use limit(s), may impair Podium’s ability to provide the Services to you and other Podium users, in the event that Podium discovers or reasonably suspects the occurrence of excessive, unauthorized, or prohibited usage of Phones, Podium reserves the right to take actions it deems reasonably necessary to prevent or stop such usage (including suspending or terminating your use of or access to the Services) without prior notice.
3.5. Responsibility for System and Technical Requirements. Client understands and agrees that Phones is a VoIP phone service and there are many factors that may impact Client's ability to use Phones, including but not limited to network speeds and bandwidth, network connectivity, hardware, and other factors outside Podium’s control. Except for the limited scope of services and warranty available to Client upon the purchase of Network Optimization, Client remains solely responsible for maintaining sufficient internet access, network connectivity, power, and other technical requirements necessary to enable its use of Phones.
3.5.1. Where possible, Podium will perform a network quality test prior to your purchase of Phones. This test will assess download and upload speeds, download and upload packet loss, as well as the number of devices on your network at the time of the test. If, following this initial test, your network quality does not meet the minimum requirements to support Phones, before you may purchase a Phones Subscription, you will be required to: (1) purchase Network Optimization; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements. You will also be required to: (1) purchase Network Optimization; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements, if Podium is unable to perform a pre-purchase network test, or your network passes the initial, pre-purchase test, but fails a second network quality test, performed by Podium during the post-purchase onboarding process.
3.5.2. Client understands and agrees that it is fully responsible for maintaining sufficient internet access, network connectivity, power, and other system and technical requirements necessary to enable the use of Phones, including following the completion of any purchased Network Optimization and any applicable Network Optimization warranty period.
3.5.3. Additionally, Client understands and agrees that, whether or not it purchases Network Optimization, Client may not cancel or otherwise terminate its Phones Subscription, nor will Podium provide any refunds or service credits, due to network, hardware, or other issues caused by factors outside Podium’s direct control.
4. TERM AND TERMINATION
4.1. This Agreement will begin on the start date of the applicable Subscription Documentation for Phones and will remain in effect until the applicable Subscription Term has expired or the Subscription is terminated as expressly permitted by your Subscription Documentation.
5. OWNERSHIP AND RIGHTS.
5.1. These Phones Service Terms do not grant any rights or licenses in Phones, Desk Phone Products, Podium Technology, or related software other than as expressly stated in these Phones Service Terms. As between the parties, Podium owns all rights, title, and interest, including all intellectual property rights, in and to Phones, Desk Phone Products, and software. All rights not expressly granted are reserved.
6. FEES AND PAYMENT.
6.1. Unless otherwise specified in the applicable Subscription Documentation, Phones is provided on an ongoing, per-license subscription basis, including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the applicable Subscription Documentation or Agreement, as applicable. Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle, including Phones (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Agreement (collectively, the “Fees”). Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
6.2. Client will be responsible for all applicable taxes and fees accrued through Client’s use of Phones, including Industry Fees. These charges may change from time to time and vary depending on federal, state, and local rules. Podium may charge Client for applicable taxes and fees through Client’s invoice.
6.3. For Phones Clients Located in Australia Only. Please review our Australia Financial Hardship Policy if you are experiencing unexpected financial difficulties that may affect your ability to meet your Phones Service obligations.
7. DESK PHONE PRODUCTS.
7.1. Desk Phone Products are manufactured by third parties and are resold by Podium. All Desk Phone Products features, specifications, and prices are subject to change at any time. Podium does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that the Desk Phone Products are available for lease or purchase. Podium is not obligated to accept any Subscription Documentation for the purchase of Desk Phone Products, and Podium may cancel accepted Subscription Documentation at any time if Podium is unable to fulfill the purchase request for any reason. If Podium cancels your Subscription Documentation for the purchase of Desk Phone Products because it is unable to fulfill the purchase request for any reason, Podium will fully refund the purchase fees prepaid by you for such Desk Phone Products.
7.2. The following terms apply to Desk Phone Products purchased by Client (as specified in Client’s Subscription Documentation):
7.2.1. Podium will deliver the Desk Phone Products to the delivery address specified in your Subscription Documentation, at which time risk of loss will pass to you. Podium will use commercially reasonable efforts to provide you with an estimated delivery date for each Desk Phone Product; however, such delivery date is a good-faith estimate only and is not binding on Podium.
7.2.2. Title to each Desk Phone Product will transfer to you upon: (a) your payment of all applicable purchase fees in respect of such Desk Phone Product and (b) delivery of the Desk Phone Product in accordance with this Section 7, whichever is later.
7.2.3. Client must immediately notify Podium in the event a Desk Phone is lost or stolen after it has been received by Client.
7.3. Your use of the Desk Phone Products is: (a) subject to the terms of the Podium Terms of Service, Acceptable Use Policy, these Phones Service Terms, and any additional terms set forth in the applicable Subscription Documentation; (b) limited to use in conjunction with the Phones and Desk Phone Services and other Podium Services; and (c) limited to use by competent trained employees, authorized by Client to operate or use Desk Phone Products, and with adequate security measures in place to safeguard Desk Phone Products and data collected by, and held on, Desk Phone Products.
7.4. You will not, and neither will you permit any third party to: (a) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Desk Phone Product; (b) work around any of the technical limitations implemented in a Desk Phone Product or enable functionality that is disabled or prohibited; (c) reverse engineer or attempt to reverse engineer a Desk Phone Products except as expressly permitted by applicable Law; (d) perform or attempt to perform any actions that would interfere with the normal operation of a Desk Phone Product or impact the use of the Desk Phone Products by other users; (e) use the Desk Phone Products in any manner not permitted hereunder or for any purpose other than commercial purposes; (f) use the Desk Phone Product in any location other than the registered location or move the Desk Phone Products to a new location without registering the device to its new location; (g) remove, modify, deface, or replace any of Podium’s or any Phones Service Provider’s proprietary notices or marks which appear on or are affixed to a Desk Phone Product; or (h) use the Desk Phone Products to violate any applicable Laws, including any laws and regulations related to notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Desk Phone Products.
7.5. Except as otherwise expressly stated herein, you are responsible for installing, integrating, and maintaining the Desk Phone Products, which includes updating the software as may be required by Podium or its Phones Service Provider(s) from time to time. Podium may make updates to the Desk Phone Products available to you. You must install these updates to continue using the Desk Phone Products. Podium will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Phones Service Terms unless other terms are provided with the updates.
7.6. Unless otherwise expressly provided in an applicable Subscription Documentation, Client will pay the purchase fee in full upon placing the order for purchase of the Desk Phone Product.
8. LIMITED DESK PHONE WARRANTY AND SUPPORT.
8.1. All warranty and refund rights and obligations for Podium Hardware provided in connection with Podium Phones (including Desk Phone Products) are governed exclusively by the Podium Limited Hardware Warranty and Refund Policy (“Hardware Warranty Policy”), which is hereby incorporated by reference.
8.2. EXCEPT AS EXPRESSLY STATED IN THESE PHONES SERVICE TERMS AND THE HARDWARE WARRANTY POLICY, THE PHONES SERVICES AND DESK PHONE PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS, PODIUM PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE DESK PHONE PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT, AS WELL AS ANY OTHER IMPLIED WARRANTIES, SUCH AS WARRANTIES REGARDING DATA LOSS, AVAILABILITY, ACCURACY, FUNCTIONALITY, AND LACK OF VIRUSES. THIS SECTION 8.2 APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY LIMITATIONS AND DISCLAIMERS THAT MAY BE CONTAINED IN THE PODIUM TERMS OF SERVICE. ANY WARRANTIES, GUARANTEES, OR CONDITIONS THAT CANNOT BE DISCLAIMED AS A MATTER OF LAW, BUT WHICH MAY BE LIMITED IN DURATION, LAST FOR ONE YEAR FROM THE DATE ON WHICH YOU RECEIVE A DESK PHONE PRODUCT. Use of the Desk Phone Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Hardware Products to not function correctly. As a consequence, all such use is at your own risk.
9. PHONE NUMBER PORTING.
9.1. Port-In Requests. If you request Podium to port (i.e., transfer) your phone number to Phones, you must execute a letter of authorization (“LOA”) provided to you by Podium, including all required information, and authorizing Podium and its Phones Service Provider to initiate the porting process. By authorizing the porting process, you understand and agree that: (a) the ability to complete the port is subject to validation that your number(s)/service can be ported; (b) you may experience an interruption or change to your telecommunications service during or as a result of the porting process, and Podium assumes no responsibility for any lost communication that may occur during the porting process or for any delays or failures in the porting process that are caused by factors outside Podium’s control; (c) if you are ending an existing contract with your current telecommunications provider early as part of the porting process, you may have to pay a cancellation fee or penalty to that provider and you are solely responsible for any such fee or penalty; (d) Podium will use reasonable efforts to notify you that the porting process is complete when it occurs. Additionally, if you have any questions or complaints about the porting process, you can contact our Customer Support team here.
9.2. Port-Out Requests. As required by Law, Podium will comply with a valid request to port the number associated with your Phones account to another service provider. You understand and agree, however, that any such port-out request does not relieve you of any payment or other contractual obligations remaining under your existing agreement with Podium at the time of the request, and that you will be responsible to pay any remaining balance owed to Podium even after the port-out has been completed. You may also be subject to fees or charges applicable to the port-out request, which Podium may communicate to you in writing prior to or at the time of your port-out request. Additionally, you understand and agree that you must provide to Podium all documentation and information necessary to complete the port-out request, follow all processes required by Podium and the service provider to which you are porting your number in order to facilitate the request, and comply with all Laws and any third-party terms applicable to your port-out request. Podium will not be responsible for any delays or failures in the porting process, if such delays or failures are caused by factors outside Podium’s control, or for any service interruptions or downtime that occurs during the porting.
9.3. Number Releases. Upon termination of your Podium account, including your Phones services, any phone numbers associated with your account which have not been previously ported to another service provider may be released. You must, therefore, ensure that you coordinate the porting of your number before your Podium Subscription ends or is otherwise terminated.
10. EMERGENCY SERVICES
10.1. Overview of Emergency Services. Because Phones is a VoIP service the emergency calling services available through Phones operate differently from traditional emergency calling services and have certain limitations. If you are not comfortable with these limitations, you must utilize alternate means of accessing emergency services. By using Phones, you represent and warrant that you understand the limitations of emergency services available through Phones, and you agree to comply with your obligations as set forth in these Phones Service Terms.
10.2. Emergency Calls using Desk Phone(s) & Desktop Web Phone(s). When you use a Desk Phone or the Desktop Web Phone (see Section 10.3 for information on Mobile Web Phones) to make an emergency call, Phones relies on the information, including physical address, associated with your Phones account to route emergency calls to the nearest emergency responder(s). Accordingly, you are required to register a physical location address (“Registered Location”) when you activate your Phones account. If you change your location, you must immediately update your Registered Location, according to the process set forth below. If you have not updated your address to ensure its accuracy or if you are calling from an address other than your Registered Location, emergency services may be delayed. If no address is available, Phones will route the emergency call to a national emergency response center. When making an emergency call, it is also possible that, due to certain technical limitations, the dispatcher may not receive your contact information. You should, therefore, immediately inform the dispatcher of your location (or the location of the emergency) and other contact information. Do not disconnect the emergency call until told to do so by the dispatcher.
10.2.1. Confirming and Updating your Registered Location. USE OF PHONES FROM A LOCATION OTHER THAN YOUR REGISTERED LOCATION MAY CAUSE YOUR EMERGENCY CALL TO BE ROUTED TO THE WRONG PUBLIC SAFETY ANSWERING POINT (PSAP) OR CAUSE EMERGENCY RESPONDERS TO BE DISPATCHED TO THE WRONG ADDRESS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF YOUR REGISTERED LOCATION AND CONTACT INFORMATION BY PROVIDING, MAINTAINING, AND UPDATING SUCH INFORMATION FOR YOUR ACCOUNT. YOU ARE ALSO RESPONSIBLE FOR PERIODICALLY CHECKING THAT YOUR COMMUNICATIONS INFRASTRUCTURE IS PROPERLY CONFIGURED FOR EMERGENCY CALLING. You can verify that your Registered Location is correct via the following methods:
(a) By dialing 933 to be connected to an automated system that will read back the Podium Phones phone number you are calling from, along with the address associated with that number; or
(b) By visiting the “Phones Settings” page of the Podium portal and viewing your contact information on record.
Necessary updates to your information can be made in “Phones Settings.” Any changes you make to your Registered Location will take effect once you have saved them in “Phones Settings.”
10.3. Emergency Calling via Mobile Web Phone. If you attempt to make an emergency call using the Mobile Web Phone on your own device, the Phones application will close and will route that call to your device’s native dialer. If the device you are using does not have a native dialer (or the device does not have an active wireless cellular service), you will not be able to make the emergency call. Where possible you should make any emergency call directly using the native dialer on your device.
10.4. Additional Phones Limitations.
10.4.1. Emergency calling through Phones will not function if: (a) you experience an internet failure or power outage; (b) your broadband, ISP, or Phones services are terminated or suspended; or (c) your system access equipment fails or is not configured correctly. Network congestion may also delay or prevent completion of any emergency call. You will not be able to complete an emergency call if you move to a physical location outside the country in which Phones services are provided.
10.4.2. The availability of certain features, such as transmission of a Registered Location, depends on whether local emergency response centers support those features, and other factors outside of Podium’s control. Podium relies on qualified third parties to assist us in routing emergency calls and text messages to emergency response centers. Podium does not have control over emergency response centers, emergency responders, or other third parties.
10.5. Client Notice Obligations. YOUR USE, AND USE BY YOUR EMPLOYEES, AUTHORIZED USERS, GUESTS, AND OTHER THIRD PARTIES, OF PODIUM PHONES IS SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN. You are responsible for notifying any user or potential user(s) of Phones, including but not limited to your Authorized Users, of the limitations of Phones emergency calls. If you receive any label or sticker from Podium relating to emergency services, you must attach that label or sticker where it is visible on any Desk Phone you or your End Users may use in connection with Phones services.
10.6. Client Indemnity. Client will indemnify and hold harmless Podium Entities from and against any and all third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (i) Client’s incorrect information; (ii) Client’s failure to properly notify any person who may place calls using Phones of the emergency calling limitations; or (iii) the absence, failure, or outage of emergency calling using Phones for any reason; or (iv) the inability of any user of Phones to be able to access emergency service personnel for any reason.
10.7. Disclaimer. Neither Podium nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold Podium harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services. Podium disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Client to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Podium from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.
Effective May 15th 2026 to October 1st 2026
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PODIUM PHONES SERVICE TERMS
By using or accessing Podium’s Phones Service (“Phones”) (formerly, Voice), or by signing or clicking to accept to any Subscription Documentation that includes Phones or references these terms, you (“you” or “Client”) agree to be bound by the following terms and conditions (the “Phones Service Terms”).
These Phones Service Terms incorporate by this reference the Podium Terms of Service (currently available at: https://legal.podium.com/#termsofservice-us) (the “Podium Terms of Service”) as may be updated from time to time, which, among other terms, contain provisions governing the resolution of claims (see Section 13 (Disclaimers), Section 14 (Limitations of Liability), Section 15 (Dispute Resolution), and Section 16 (General) of the Podium Terms of Service). In the event of any conflict or inconsistency between these Phones Service Terms and the Podium Terms of Service, these Phones Service Terms will govern.
Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Phones Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references to the “Agreement” will include these Phones Service Terms.
1. DEFINITIONS
1.1. “Phones Service Provider(s)” means the third-party service provider(s) used by Podium to facilitate certain features of Phones. Podium may add or remove Phones Service Providers from time to time.
1.2. “Desk Phone Products” or “Desk Phones” means the physical device and any hardware and accessories provided or made available by Podium as part of Phones. Any software and/or firmware preinstalled on, or distributed with, the Desk Phone Products forms part of the Desk Phone Products. Desk Phones are currently available to Phones clients in the United States only.
1.3. “Web Phone” means the software-based phone available within the Phones desktop application (“Desktop Web Phone”) or the Phones mobile application (“Mobile Web Phone”) that allows Podium clients to make phone calls through a properly equipped and configured computer or mobile device, without the need for Desk Phone Products. Web Phone is available in the United States, Canada, and Australia only.
2. SERVICES.
2.1. Podium Phones. Podium Phones is a voice over internet protocol (“VoIP”) phone system integrated with Podium software to support communication with Client’s Customers. Subject to the performance of Client’s duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide Client with access to Phones. Podium Phones includes software, hardware, and other related elements. In order to access and fully use Phones, Client must register for and maintain an active account and Subscription with Podium. Client understands and agrees that Phones may be used in the United States and Australia only. Podium Phones is powered by Podium Voice, LLC, which is a regulated affiliate of Podium. Podium Voice, LLC is a third-party beneficiary of this Agreement and will be entitled to enforce the terms and conditions as if it were a party to the Agreement.
2.2. Phones Professional Network Optimization. Phones Professional Network Optimization ("Network Optimization") is a program Podium makes available whereby we connect you with certain Third-Party Providers to perform Network Optimization services that may include: (a) assessment of your network to support VoIP compatibility and sufficient speed; (b) updating your network settings and configuration to improve performance (includes running up to 1 ethernet line (less than 50 feet)); (c) recommendations for network and hardware updates; (d) a physical desk phone installation session; (e) 30-day (from the date of installation), limited warranty services provided. Network Optimization is available to Phones clients in the United States only.
2.2.1. Podium does not perform your Network Optimization and has no responsibility or liability for the Network Optimization services. Podium partners with certain Third-Party Providers, who are independent of Podium, who will provide the Network Optimization services you purchase. These providers are not employees, subcontractors, or agents of Podium. For your convenience, you will pay for the Network Optimization services as defined above through Podium, who will accept payment on behalf of the Third-Party Provider that completes your Network Optimization. The Third-Party Provider may have additional terms and conditions, which Client may be required to accept prior to receiving the Network Optimization. Additionally, if you purchase or wish to purchase any additional services from the Third-Party Provider, beyond those expressly described herein or on your applicable Subscription Documentation, you must contract with and pay any applicable fees to the Third-Party Provider directly.
2.2.2. By purchasing Network Optimization, Client authorizes Podium to share Client’s contact information with a Third-Party Provider and, as necessary, to allow the Third-Party Provider to access Client’s Podium Platform account for the purposes of providing Network Optimization services. Podium will not be responsible or liable in any manner for any negligent or intentional acts of the Third-Party Provider relating to the Network Optimization services or Client’s Podium account.
3. CLIENT OBLIGATIONS.
3.1. Client Data. In addition to Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium (or a Phones Service Provider, as applicable) any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of Phones, Client grants Podium, and its respective affiliates, a worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s and Phones Service Provider’s third-party service providers) in order to provide the Phones Services to Client and (ii) to enable Phones Service Provider(s) to use Client Data to: (a) provide the Phones Service Provider’s services to its (and its affiliates) other clients, as necessary; and (b) analyze and improve, and incorporate Client Data into, the Phones Service Provider’s products, systems, and tools. Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable Law, provided that to the extent permitted under applicable Law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Phones Service Terms) after the expiration or termination of your applicable Subscription Documentation.
3.2. Compliance with Laws and Terms. Client understands and agrees that Client will, for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing Phones; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use Phones only in compliance with all Laws, the terms of this Agreement, including Podium’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://legal.podium.com/#aup-us), and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its (and its Authorized Users') compliance with applicable Laws, these Phones Service Terms, and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Client also understands and agrees that it must not make any attempts to break or circumvent any security measures or rate limits of the Services, or to evade detection of a violation of these Phones Service Terms or the Law when using the Services. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated these Phones Service Terms.
3.3. Recording. Client understands and agrees that the Services may include certain features or functionality that allow Client to record or transcribe certain audio and other data related to communications made using the Services. If Client uses this functionality, Client is solely responsible for complying (and ensuring all its Authorized Users comply) with applicable Laws in the jurisdictions in which it uses this functionality. Podium disclaims all liability for your use of these recording and transcribing features, and you agree to hold Podium harmless for all liabilities related to your use of these features.
3.4. Account Use and Security. Client is solely responsible and accepts full liability for all use of its Phones Service, with or without Client’s permission. Client is solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject it to a higher level of risk for fraudulent activity. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Additionally, unless otherwise specified in your applicable Subscription Documentation, your use of Phones is subject to the applicable Scope of Use limits listed at https://www.podium.com/pricing/. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions. If specific Scope of Use Limits have not been expressly designated for your Phones Services, or the Services you’ve purchased have been designated as “unlimited”, such Services are intended (and may be used only) for normal business use in compliance with the Agreement, including the AUP and your Subscription Documentation. Because any unusually high or excessive usage of Phones, or use of Phones beyond any applicable Scope of Use limit(s), may impair Podium’s ability to provide the Services to you and other Podium users, in the event that Podium discovers or reasonably suspects the occurrence of excessive, unauthorized, or prohibited usage of Phones, Podium reserves the right to take actions it deems reasonably necessary to prevent or stop such usage (including suspending or terminating your use of or access to the Services) without prior notice.
3.5. Responsibility for System and Technical Requirements. Client understands and agrees that Phones is a VoIP phone service and there are many factors that may impact Client's ability to use Phones, including but not limited to network speeds and bandwidth, network connectivity, hardware, and other factors outside Podium’s control. Except for the limited scope of services and warranty available to Client upon the purchase of Network Optimization, Client remains solely responsible for maintaining sufficient internet access, network connectivity, power, and other technical requirements necessary to enable its use of Phones.
3.5.1. Where possible, Podium will perform a network quality test prior to your purchase of Phones. This test will assess download and upload speeds, download and upload packet loss, as well as the number of devices on your network at the time of the test. If, following this initial test, your network quality does not meet the minimum requirements to support Phones, before you may purchase a Phones Subscription, you will be required to: (1) purchase Network Optimization; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements. You will also be required to: 1) purchase Network Optimization; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements, if Podium is unable to perform a pre-purchase network test, or your network passes the initial, pre-purchase test, but fails a second network quality test, performed by Podium during the post-purchase onboarding process.
3.5.2. Client understands and agrees that it is fully responsible for maintaining sufficient internet access, network connectivity, power, and other system and technical requirements necessary to enable the use of Phones, including following the completion of any purchased Network Optimization and any applicable Network Optimization warranty period.
3.5.3. Additionally, Clients understands and agrees that, whether or not it purchases Network Optimization, Client may not cancel or otherwise terminate its Phones Subscription, nor will Podium provide any refunds or service credits, due to network, hardware, or other issues caused by factors outside Podium’s direct control.
4. TERM AND TERMINATION
4.1. This Agreement will begin on the start date of the applicable Subscription Documentation for Phones and will remain in effect until the applicable Subscription Term has expired or the Subscription is terminated as expressly permitted by your Subscription Documentation.
5. OWNERSHIP AND RIGHTS.
5.1. These Phones Service Terms do not grant any rights or licenses in Phones, Desk Phone Products, Podium Technology, or related software other than as expressly stated in these Phones Service Terms. As between the parties, Podium owns all rights, title, and interest, including all intellectual property rights, in and to Phones, Desk Phone Products, and software. All rights not expressly granted are reserved.
6. FEES AND PAYMENT.
6.1. Unless otherwise specified in the applicable Subscription Documentation, Phones is provided on an ongoing, per-license subscription basis, including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the applicable Subscription Documentation or Agreement, as applicable. Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle, including Phones (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Agreement (collectively, the “Fees”). Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
6.2. Client will be responsible for all applicable taxes and fees accrued through Client’s use of Phones. These charges may change from time to time and vary depending on federal, state, and local rules. Podium may charge Client for applicable taxes and fees through Client’s invoice.
6.3. For Phones Clients Located in Australia Only. Please review our Australia Financial Hardship Policy if you are experiencing unexpected financial difficulties that may affect your ability to meet your Phones Service obligations.
7. DESK PHONE PRODUCTS.
7.1. Desk Phone Products are manufactured by third parties and are resold by Podium. All Desk Phone Products features, specifications, and prices are subject to change at any time. Podium does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that the Desk Phone Products are available for lease or purchase. Podium is not obligated to accept any Subscription Documentation for the purchase of Desk Phone Products, and Podium may cancel accepted Subscription Documentation at any time if Podium is unable to fulfill the purchase request for any reason. If Podium cancels your Subscription Documentation for the purchase of Desk Phone Products because it is unable to fulfill the purchase request for any reason, Podium will fully refund the purchase fees prepaid by you for such Desk Phone Products.
7.2. The following terms apply to Desk Phone Products purchased by Client (as specified in Client’s Subscription Documentation):
7.2.1. Podium will deliver the Desk Phone Products to the delivery address specified in your Subscription Documentation, at which time risk of loss will pass to you. Podium will use commercially reasonable efforts to provide you with an estimated delivery date for each Desk Phone Product; however, such delivery date is a good-faith estimate only and is not binding on Podium.
7.2.2. Title to each Desk Phone Product will transfer to you upon: (a) your payment of all applicable purchase fees in respect of such Desk Phone Product and (b) delivery of the Desk Phone Product in accordance with this Section 7, whichever is later.
7.2.3. Client must immediately notify Podium in the event a Desk Phone is lost or stolen after it has been received by Client.
7.3. Your use of the Desk Phone Products is: (a) subject to the terms of the Podium Terms of Service, Acceptable Use Policy, these Phones Service Terms, and any additional terms set forth in the applicable Subscription Documentation; (b) limited to use in conjunction with the Phones and Desk Phone Services and other Podium Services; and (c) limited to use by competent trained employees, authorized by Client to operate or use Desk Phone Products, and with adequate security measures in place to safeguard Desk Phone Products and data collected by, and held on, Desk Phone Products.
7.4. You will not, and neither will you permit any third party to: (a) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Desk Phone Product; (b) work around any of the technical limitations implemented in a Desk Phone Product or enable functionality that is disabled or prohibited; (c) reverse engineer or attempt to reverse engineer a Desk Phone Products except as expressly permitted by applicable Law; (d) perform or attempt to perform any actions that would interfere with the normal operation of a Desk Phone Product or impact the use of the Desk Phone Products by other users; (e) use the Desk Phone Products in any manner not permitted hereunder or for any purpose other than commercial purposes; (f) use the Desk Phone Product in any location other than the registered location or move the Desk Phone Products to a new location without registering the device to its new location; (g) remove, modify, deface, or replace any of Podium’s or any Phones Service Provider’s proprietary notices or marks which appear on or are affixed to a Desk Phone Product; or (h) use the Desk Phone Products to violate any applicable Laws, including any laws and regulations related to notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Desk Phone Products.
7.5. Except as otherwise expressly stated herein, you are responsible for installing, integrating, and maintaining the Desk Phone Products, which includes updating the software as may be required by Podium or its Phones Service Provider(s) from time to time. Podium may make updates to the Desk Phone Products available to you. You must install these updates to continue using the Desk Phone Products. Podium will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Phones Service Terms unless other terms are provided with the updates.
7.6. Unless otherwise expressly provided in an applicable Subscription Documentation, Client will pay the purchase fee in full upon placing the order for purchase of the Desk Phone Product.
8. LIMITED DESK PHONE WARRANTY AND SUPPORT.
8.1. Podium provides a one-year limited warranty against defective materials and faulty workmanship in a Desk Phone Product. The warranty period starts on the date of your original purchase of the Desk Phone Products from Podium and ends one year after that date. If you submit a claim during this warranty period that is within the scope of the limited warranty, follow Podium’s instructions for returning the Desk Phone Product, and it appears that any product or part thereof contains a defect in materials or workmanship, Podium will at its option, to the extent permitted by applicable Law, either repair the Desk Phone Product, replace the Desk Phone Product, or refund to you all or part of the purchase price of the Desk Phone Product. This limited warranty applies only to unaltered hardware components of the Desk Phone Products that are used in accordance with these Phones Service Terms and not subject to accident, misuse, or neglect. Desk Phone Products with the original factory serial number removed, defaced, or altered will not receive the original manufacturer’s warranty coverage.
8.2. This limited warranty is provided by Podium and not the Phones Service Provider. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights. To make a warranty claim, please contact Podium. Podium will provide you with information about how to return your Desk Phone Products.
8.3. THE PHONES SERVICES AND DESK PHONE PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY STATED IN THESE PHONES TERMS, PODIUM PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE DESK PHONE PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT, AS WELL AS ANY OTHER IMPLIED WARRANTIES, SUCH AS WARRANTIES REGARDING DATA LOSS, AVAILABILITY, ACCURACY, FUNCTIONALITY, AND LACK OF VIRUSES. THIS SECTION 8.3 APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY LIMITATIONS AND DISCLAIMERS THAT MAY BE CONTAINED IN THE PODIUM TERMS OF SERVICE. ANY WARRANTIES, GUARANTEES, OR CONDITIONS THAT CANNOT BE DISCLAIMED AS A MATTER OF LAW, BUT WHICH MAY BE LIMITED IN DURATION, LAST FOR ONE YEAR FROM THE DATE ON WHICH YOU RECEIVE A DESK PHONE PRODUCT. Use of the Desk Phone Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Hardware Products to not function correctly. As a consequence, all such use is at your own risk.
9. PHONE NUMBER PORTING.
9.1. Port-In Requests. If you request Podium to port (i.e., transfer) your phone number to Phones, you must execute a letter of authorization (“LOA”) provided to you by Podium, including all required information, and authorizing Podium and its Phones Service Provider to initiate the porting process. By authorizing the porting process, you understand and agree that: (a) the ability to complete the port is subject to validation that your number(s)/service can be ported; (b) you may experience an interruption or change to your telecommunications service during or as a result of the porting process, and Podium assumes no responsibility for any lost communication that may occur during the porting process or for any delays or failures in the porting process that are caused by factors outside Podium’s control; (c) if you are ending an existing contract with your current telecommunications provider early as part of the porting process, you may have to pay a cancellation fee or penalty to that provider and you are solely responsible for any such fee or penalty; (d) Podium will use reasonable efforts to notify you that the porting process is complete when it occurs. Additionally, if you have any questions or complaints about the porting process, you can contact our Customer Support team here.
9.2. Port-Out Requests. As required by Law, Podium will comply with a valid request to port the number associated with your Phones account to another service provider. You understand and agree, however, that any such port-out request does not relieve you of any payment or other contractual obligations remaining under your existing agreement with Podium at the time of the request, and that you will be responsible to pay any remaining balance owed to Podium even after the port-out has been completed. You may also be subject to fees or charges applicable to the port-out request, which Podium may communicate to you in writing prior to or at the time of your port-out request. Additionally, you understand and agree that you must provide to Podium all documentation and information necessary to complete the port-out request, follow all processes required by Podium and the service provider to which you are porting your number in order to facilitate the request, and comply with all Laws and any third-party terms applicable to your port-out request. Podium will not be responsible for any delays or failures in the porting process, if such delays or failures are caused by factors outside Podium’s control, or for any service interruptions or downtime that occurs during the porting.
9.3. Number Releases. Upon termination of your Podium account, including your Phones services, any phone numbers associated with your account which have not been previously ported to another service provider may be released. You must, therefore, ensure that you coordinate the porting of your number before your Podium Subscription ends or is otherwise terminated.
10. EMERGENCY SERVICES
10.1. Overview of Emergency Services. Because Phones is a VoIP service the emergency calling services available through Phones operate differently from traditional emergency calling services and have certain limitations. If you are not comfortable with these limitations, you must utilize alternate means of accessing emergency services. By using Phones, you represent and warrant that you understand the limitations of emergency services available through Phones, and you agree to comply with your obligations as set forth in these Phones Service Terms.
10.2. Emergency Calls using Desk Phone(s) & Desktop Web Phone(s). When you use a Desk Phone or the Desktop Web Phone (see Section 10.3 for information on Mobile Web Phones) to make an emergency call, Phones relies on the information, including physical address, associated with your Phones account to route emergency calls to the nearest emergency responder(s). Accordingly, you are required to register a physical location address (“Registered Location”) when you activate your Phones account. If you change your location, you must immediately update your Registered Location, according to the process set forth below. If you have not updated your address to ensure its accuracy or if you are calling from an address other than your Registered Location, emergency services may be delayed. If no address is available, Phones will route the emergency call to a national emergency response center. When making an emergency call, it is also possible that, due to certain technical limitations, the dispatcher may not receive your contact information. You should, therefore, immediately inform the dispatcher of your location (or the location of the emergency) and other contact information. Do not disconnect the emergency call until told to do so by the dispatcher.
10.2.1. Confirming and Updating your Registered Location. USE OF PHONES FROM A LOCATION OTHER THAN YOUR REGISTERED LOCATION MAY CAUSE YOUR EMERGENCY CALL TO BE ROUTED TO THE WRONG PUBLIC SAFETY ANSWERING POINT (PSAP) OR CAUSE EMERGENCY RESPONDERS TO BE DISPATCHED TO THE WRONG ADDRESS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF YOUR REGISTERED LOCATION AND CONTACT INFORMATION BY PROVIDING, MAINTAINING, AND UPDATING SUCH INFORMATION FOR YOUR ACCOUNT. YOU ARE ALSO RESPONSIBLE FOR PERIODICALLY CHECKING THAT YOUR COMMUNICATIONS INFRASTRUCTURE IS PROPERLY CONFIGURED FOR EMERGENCY CALLING. You can verify that your Registered Location is correct via the following methods:
(a) By dialing 933 to be connected to an automated system that will read back the Podium Phones phone number you are calling from, along with the address associated with that number; or
(b) By visiting the “Phones Settings” page of the Podium portal and viewing your contact information on record.
Necessary updates to your information can be made in “Phones Settings.” Any changes you make to your Registered Location will take effect once you have saved them in “Phones Settings.”
10.3. Emergency Calling via Mobile Web Phone. If you attempt to make an emergency call using the Mobile Web Phone on your own device, the Phones application will close and will route that call to your device’s native dialer. If the device you are using does not have a native dialer (or the device does not have an active wireless cellular service), you will not be able to make the emergency call. Where possible you should make any emergency call directly using the native dialer on your device.
10.4. Additional Phones Limitations.
10.4.1. Emergency calling through Phones will not function if: (a) you experience an internet failure or power outage; (b) your broadband, ISP, or Phones services are terminated or suspended; or (c) your system access equipment fails or is not configured correctly. Network congestion may also delay or prevent completion of any emergency call. You will not be able to complete an emergency call if you move to a physical location outside the country in which Phones services are provided.
10.4.2. The availability of certain features, such as transmission of a Registered Location, depends on whether local emergency response centers support those features, and other factors outside of Podium’s control. Podium relies on qualified third parties to assist us in routing emergency calls and text messages to emergency response centers. Podium does not have control over emergency response centers, emergency responders, or other third parties.
10.5. Client Notice Obligations. YOUR USE, AND USE BY YOUR EMPLOYEES, AUTHORIZED USERS, GUESTS, AND OTHER THIRD PARTIES, OF PODIUM PHONES IS SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN. You are responsible for notifying any user or potential user(s) of Phones, including but not limited to your Authorized Users, of the limitations of Phones emergency calls. If you receive any label or sticker from Podium relating to emergency services, you must attach that label or sticker where it is visible on any Desk Phone you or your End Users may use in connection with Phones services.
10.6. Client Indemnity. Client will indemnify and hold harmless Podium Entities from and against any and all third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (i) Client’s incorrect information; (ii) Client’s failure to properly notify any person who may place calls using Phones of the emergency calling limitations; or (iii) the absence, failure, or outage of emergency calling using Phones for any reason; and (iv) the inability of any user of Phones to be able to access emergency service personnel for any reason.
10.7. Disclaimer. Neither Podium nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold Podium harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services. Podium disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Client to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Podium from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.
Effective June 17th 2025 to May 15th 2026
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PODIUM PHONES SERVICE TERMS
By using or accessing Podium’s Phones Service (“Phones”) (formerly, Voice), or by signing or clicking to accept to any Subscription Documentation that includes Phones or references these terms, you (“you” or “Client”) agree to be bound by the following terms and conditions (the “Phones Service Terms”).
These Phones Service Terms incorporate by this reference the Podium Terms of Service (currently available at: https://legal.podium.com/#termsofservice-us) (the “Podium Terms of Service”) as may be updated from time to time, which, among other terms, contain provisions governing the resolution of claims (see Section 13 (Disclaimers), Section 14 (Limitations of Liability), Section 15 (Dispute Resolution), and Section 16 (General) of the Podium Terms of Service). In the event of any conflict or inconsistency between these Phones Service Terms and the Podium Terms of Service, these Phones Service Terms will govern.
Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Phones Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references to the “Agreement” will include these Phones Service Terms.
1. DEFINITIONS
1.1. “Phones Service Provider(s)” means the third-party service provider(s) used by Podium to facilitate certain features of Phones. Podium may add or remove Phones Service Providers from time to time.
1.2. “Desk Phone Products” or “Desk Phones” means the physical device and any hardware and accessories provided or made available by Podium as part of Phones. Any software and/or firmware preinstalled on, or distributed with, the Desk Phone Products forms part of the Desk Phone Products. Desk Phones are currently available to Phones clients in the United States only.
1.3. “Web Phone” means the software-based phone available within the Phones desktop application (“Desktop Web Phone”) or the Phones mobile application (“Mobile Web Phone”) that allows Podium clients to make phone calls through a properly equipped and configured computer or mobile device, without the need for Desk Phone Products. Web Phone is available in the United States, Canada, and Australia only.
2. SERVICES.
2.1. Podium Phones. Podium Phones is a voice over internet protocol (“VoIP”) phone system integrated with Podium software to support communication with Client’s Customers. Subject to the performance of Client’s duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide Client with access to Phones. Podium Phones includes software, hardware, and other related elements. In order to access and fully use Phones, Client must register for and maintain an active account and Subscription with Podium. Client understands and agrees that Phones may be used in the United States and Australia only. Podium Phones is powered by Podium Voice, LLC, which is a regulated affiliate of Podium. Podium Voice, LLC is a third-party beneficiary of this Agreement and will be entitled to enforce the terms and conditions as if it were a party to the Agreement.
2.2. Phones Professional Network Optimization. Phones Professional Network Optimization ("Network Optimization") is a program Podium makes available whereby we connect you with certain Third-Party Providers to perform Network Optimization services that may include: (a) assessment of your network to support VoIP compatibility and sufficient speed; (b) updating your network settings and configuration to improve performance (includes running up to 1 ethernet line (< 50 feet)); (c) recommendations for network and hardware updates; (d) a physical desk phone installation session; (e) 30-day (from the date of installation), limited warranty services provided. Network Optimization is available to Phones clients in the United States only.
2.2.1. Podium does not perform your Network Optimization and has no responsibility or liability for the Network Optimization services. Podium partners with certain Third-Party Providers, who are independent of Podium, who will provide the Network Optimization services you purchase. These providers are not employees, subcontractors, or agents of Podium. For your convenience, you will pay for the Network Optimization services as defined above through Podium, who will accept payment on behalf of the Third-Party Provider that completes your Network Optimization. The Third-Party Provider may have additional terms and conditions, which Client may be required to accept prior to receiving the Network Optimization. Additionally, if you purchase or wish to purchase any additional services from the Third-Party Provider, beyond those expressly described herein or on your applicable Subscription Documentation, you must contract with and pay any applicable fees to the Third-Party Provider directly.
2.2.2. By purchasing Network Optimization, Client authorizes Podium to share Client’s contact information with a Third-Party Provider and, as necessary, to allow the Third-Party Provider to access Client’s Podium Platform account for the purposes of providing Network Optimization services. Podium will not be responsible or liable in any manner for any negligent or intentional acts of the Third-Party Provider relating to the Network Optimization services or Client’s Podium account.
3. CLIENT OBLIGATIONS.
3.1. Client Data. In addition to Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium (or a Phones Service Provider, as applicable) any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of Phones, Client grants Podium, and its respective affiliates, a worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s and Phones Service Provider’s third-party service providers) in order to provide the Phones Services to Client and (ii) to enable Phones Service Provider(s) to use Client Data to: (a) provide the Phones Service Provider’s services to its (and its affiliates) other clients, as necessary; and (b) analyze and improve, and incorporate Client Data into, the Phones Service Provider’s products, systems, and tools. Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable Law, provided that to the extent permitted under applicable Law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Phones Service Terms) after the expiration or termination of your applicable Subscription Documentation.
3.2. Compliance with Laws and Terms. Client understands and agrees that Client will, for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing Phones; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use Phones only in compliance with all Laws, the terms of this Agreement, including Podium’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://legal.podium.com/#aup-us), and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its (and its Authorized Users') compliance with applicable Laws, these Phones Service Terms, and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Client also understands and agrees that it must not make any attempts to break or circumvent any security measures or rate limits of the Services, or to evade detection of a violation of these Phones Service Terms or the Law when using the Services. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated these Phones Service Terms.
3.3. Recording. Client understands and agrees that the Services may include certain features or functionality that allow Client to record or transcribe certain audio and other data related to communications made using the Services. If Client uses this functionality, Client is solely responsible for complying (and ensuring all its Authorized Users comply) with applicable Laws in the jurisdictions in which it uses this functionality. Podium disclaims all liability for your use of these recording and transcribing features, and you agree to hold Podium harmless for all liabilities related to your use of these features.
3.4. Account Use and Security. Client is solely responsible and accepts full liability for all use of its Phones Service, with or without Client’s permission. Client is solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject it to a higher level of risk for fraudulent activity. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Additionally, unless otherwise specified in your applicable Subscription Documentation, your use of Phones is subject to the applicable Scope of Use limits listed at https://www.podium.com/pricing/. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions. If specific Scope of Use Limits have not been expressly designated for your Phones Services, or the Services you’ve purchased have been designated as “unlimited”, such Services are intended (and may be used only) for normal business use in compliance with the Agreement, including the AUP and your Subscription Documentation. Because any unusually high or excessive usage of Phones, or use of Phones beyond any applicable Scope of Use limit(s), may impair Podium’s ability to provide the Services to you and other Podium users, in the event that Podium discovers or reasonably suspects the occurrence of excessive, unauthorized, or prohibited usage of Phones, Podium reserves the right to take actions it deems reasonably necessary to prevent or stop such usage (including suspending or terminating your use of or access to the Services) without prior notice.
3.5. Responsibility for System and Technical Requirements. Client understands and agrees that Phones is a VoIP phone service and there are many factors that may impact Client's ability to use Phones, including but not limited to network speeds and bandwidth, network connectivity, hardware, and other factors outside Podium’s control. Except for the limited scope of services and warranty available to Client upon the purchase of Network Optimization, Client remains solely responsible for maintaining sufficient internet access, network connectivity, power, and other technical requirements necessary to enable its use of Phones.
3.5.1. Where possible, Podium will perform a network quality test prior to your purchase of Phones. This test will assess download and upload speeds, download and upload packet loss, as well as the number of devices on your network at the time of the test. If, following this initial test, your network quality does not meet the minimum requirements to support Phones, before you may purchase a Phones Subscription, you will be required to: (1) purchase Network Optimization; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements. You will also be required to: 1) purchase Network Optimization; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements, if Podium is unable to perform a pre-purchase network test, or your network passes the initial, pre-purchase test, but fails a second network quality test, performed by Podium during the post-purchase onboarding process.
3.5.2. Client understands and agrees that it is fully responsible for maintaining sufficient internet access, network connectivity, power, and other system and technical requirements necessary to enable the use of Phones, including following the completion of any purchased Network Optimization and any applicable Network Optimization warranty period.
3.5.3. Additionally, Clients understands and agrees that, whether or not it purchases Network Optimization, Client may not cancel or otherwise terminate its Phones Subscription, nor will Podium provide any refunds or service credits, due to network, hardware, or other issues caused by factors outside Podium’s direct control.
4. TERM AND TERMINATION
4.1. This Agreement will begin on the start date of the applicable Subscription Documentation for Phones and will remain in effect until the applicable Subscription Term has expired or the Subscription is terminated as expressly permitted by your Subscription Documentation.
5. OWNERSHIP AND RIGHTS.
5.1. These Phones Service Terms do not grant any rights or licenses in Phones, Desk Phone Products, Podium Technology, or related software other than as expressly stated in these Phones Service Terms. As between the parties, Podium owns all rights, title, and interest, including all intellectual property rights, in and to Phones, Desk Phone Products, and software. All rights not expressly granted are reserved.
6. FEES AND PAYMENT.
6.1. Unless otherwise specified in the applicable Subscription Documentation, Phones is provided on an ongoing, per-license subscription basis, including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the applicable Subscription Documentation or Agreement, as applicable. Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle, including Phones (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Agreement (collectively, the “Fees”). Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
6.2. Client will be responsible for all applicable taxes and fees accrued through Client’s use of Phones. These charges may change from time to time and vary depending on federal, state, and local rules. Podium may charge Client for applicable taxes and fees through Client’s invoice.
6.3. For Phones Clients Located in Australia Only. Please review our Australia Financial Hardship Policy if you are experiencing unexpected financial difficulties that may affect your ability to meet your Phones Service obligations.
7. DESK PHONE PRODUCTS.
7.1. Desk Phone Products are manufactured by third parties and are resold by Podium. All Desk Phone Products features, specifications, and prices are subject to change at any time. Podium does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that the Desk Phone Products are available for lease or purchase. Podium is not obligated to accept any Subscription Documentation for the purchase of Desk Phone Products, and Podium may cancel accepted Subscription Documentation at any time if Podium is unable to fulfill the purchase request for any reason. If Podium cancels your Subscription Documentation for the purchase of Desk Phone Products because it is unable to fulfill the purchase request for any reason, Podium will fully refund the purchase fees prepaid by you for such Desk Phone Products.
7.2. The following terms apply to Desk Phone Products purchased by Client (as specified in Client’s Subscription Documentation):
7.2.1. Podium will deliver the Desk Phone Products to the delivery address specified in your Subscription Documentation, at which time risk of loss will pass to you. Podium will use commercially reasonable efforts to provide you with an estimated delivery date for each Desk Phone Product; however, such delivery date is a good-faith estimate only and is not binding on Podium.
7.2.2. Title to each Desk Phone Product will transfer to you upon: (a) your payment of all applicable purchase fees in respect of such Desk Phone Product and (b) delivery of the Desk Phone Product in accordance with this Section 7, whichever is later.
7.2.3. Client must immediately notify Podium in the event a Desk Phone is lost or stolen after it has been received by Client.
7.3. Your use of the Desk Phone Products is: (a) subject to the terms of the Podium Terms of Service, Acceptable Use Policy, these Phones Service Terms, and any additional terms set forth in the applicable Subscription Documentation; (b) limited to use in conjunction with the Phones and Desk Phone Services and other Podium Services; and (c) limited to use by competent trained employees, authorized by Client to operate or use Desk Phone Products, and with adequate security measures in place to safeguard Desk Phone Products and data collected by, and held on, Desk Phone Products.
7.4. You will not, and neither will you permit any third party to: (a) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Desk Phone Product; (b) work around any of the technical limitations implemented in a Desk Phone Product or enable functionality that is disabled or prohibited; (c) reverse engineer or attempt to reverse engineer a Desk Phone Products except as expressly permitted by applicable Law; (d) perform or attempt to perform any actions that would interfere with the normal operation of a Desk Phone Product or impact the use of the Desk Phone Products by other users; (e) use the Desk Phone Products in any manner not permitted hereunder or for any purpose other than commercial purposes; (f) use the Desk Phone Product in any location other than the registered location or move the Desk Phone Products to a new location without registering the device to its new location; (g) remove, modify, deface, or replace any of Podium’s or any Phones Service Provider’s proprietary notices or marks which appear on or are affixed to a Desk Phone Product; or (h) use the Desk Phone Products to violate any applicable Laws, including any laws and regulations related to notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Desk Phone Products.
7.5. Except as otherwise expressly stated herein, you are responsible for installing, integrating, and maintaining the Desk Phone Products, which includes updating the software as may be required by Podium or its Phones Service Provider(s) from time to time. Podium may make updates to the Desk Phone Products available to you. You must install these updates to continue using the Desk Phone Products. Podium will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Phones Service Terms unless other terms are provided with the updates.
7.6. Unless otherwise expressly provided in an applicable Subscription Documentation, Client will pay the purchase fee in full upon placing the order for purchase of the Desk Phone Product.
8. LIMITED DESK PHONE WARRANTY AND SUPPORT.
8.1. Podium provides a one-year limited warranty against defective materials and faulty workmanship in a Desk Phone Product. The warranty period starts on the date of your original purchase of the Desk Phone Products from Podium and ends one year after that date. If you submit a claim during this warranty period that is within the scope of the limited warranty, follow Podium’s instructions for returning the Desk Phone Product, and it appears that any product or part thereof contains a defect in materials or workmanship, Podium will at its option, to the extent permitted by applicable Law, either repair the Desk Phone Product, replace the Desk Phone Product, or refund to you all or part of the purchase price of the Desk Phone Product. This limited warranty applies only to unaltered hardware components of the Desk Phone Products that are used in accordance with these Phones Service Terms and not subject to accident, misuse, or neglect. Desk Phone Products with the original factory serial number removed, defaced, or altered will not receive the original manufacturer’s warranty coverage.
8.2. This limited warranty is provided by Podium and not the Phones Service Provider. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights. To make a warranty claim, please contact Podium. Podium will provide you with information about how to return your Desk Phone Products.
8.3. THE PHONES SERVICES AND DESK PHONE PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY STATED IN THESE PHONES TERMS, PODIUM PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE DESK PHONE PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT, AS WELL AS ANY OTHER IMPLIED WARRANTIES, SUCH AS WARRANTIES REGARDING DATA LOSS, AVAILABILITY, ACCURACY, FUNCTIONALITY, AND LACK OF VIRUSES. THIS SECTION 8.3 APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY LIMITATIONS AND DISCLAIMERS THAT MAY BE CONTAINED IN THE PODIUM TERMS OF SERVICE. ANY WARRANTIES, GUARANTEES, OR CONDITIONS THAT CANNOT BE DISCLAIMED AS A MATTER OF LAW, BUT WHICH MAY BE LIMITED IN DURATION, LAST FOR ONE YEAR FROM THE DATE ON WHICH YOU RECEIVE A DESK PHONE PRODUCT. Use of the Desk Phone Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Hardware Products to not function correctly. As a consequence, all such use is at your own risk.
9. PHONE NUMBER PORTING.
9.1. Port-In Requests. If you request Podium to port (i.e., transfer) your phone number to Phones, you must execute a letter of authorization (“LOA”) provided to you by Podium, including all required information, and authorizing Podium and its Phones Service Provider to initiate the porting process. By authorizing the porting process, you understand and agree that: (a) the ability to complete the port is subject to validation that your number(s)/service can be ported; (b) you may experience an interruption or change to your telecommunications service during or as a result of the porting process, and Podium assumes no responsibility for any lost communication that may occur during the porting process or for any delays or failures in the porting process that are caused by factors outside Podium’s control; (c) if you are ending an existing contract with your current telecommunications provider early as part of the porting process, you may have to pay a cancellation fee or penalty to that provider and you are solely responsible for any such fee or penalty; (d) Podium will use reasonable efforts to notify you that the porting process is complete when it occurs. Additionally, if you have any questions or complaints about the porting process, you can contact our Customer Support team here.
9.2. Port-Out Requests. As required by Law, Podium will comply with a valid request to port the number associated with your Phones account to another service provider. You understand and agree, however, that any such port-out request does not relieve you of any payment or other contractual obligations remaining under your existing agreement with Podium at the time of the request, and that you will be responsible to pay any remaining balance owed to Podium even after the port-out has been completed. You may also be subject to fees or charges applicable to the port-out request, which Podium may communicate to you in writing prior to or at the time of your port-out request. Additionally, you understand and agree that you must provide to Podium all documentation and information necessary to complete the port-out request, follow all processes required by Podium and the service provider to which you are porting your number in order to facilitate the request, and comply with all Laws and any third-party terms applicable to your port-out request. Podium will not be responsible for any delays or failures in the porting process, if such delays or failures are caused by factors outside Podium’s control, or for any service interruptions or downtime that occurs during the porting.
9.3. Number Releases. Upon termination of your Podium account, including your Phones services, any phone numbers associated with your account which have not been previously ported to another service provider may be released. You must, therefore, ensure that you coordinate the porting of your number before your Podium Subscription ends or is otherwise terminated.
10. EMERGENCY SERVICES
10.1. Overview of Emergency Services. Because Phones is a VoIP service the emergency calling services available through Phones operate differently from traditional emergency calling services and have certain limitations. If you are not comfortable with these limitations, you must utilize alternate means of accessing emergency services. By using Phones, you represent and warrant that you understand the limitations of emergency services available through Phones, and you agree to comply with your obligations as set forth in these Phones Service Terms.
10.2. Emergency Calls using Desk Phone(s) & Desktop Web Phone(s). When you use a Desk Phone or the Desktop Web Phone (see Section 10.3 for information on Mobile Web Phones) to make an emergency call, Phones relies on the information, including physical address, associated with your Phones account to route emergency calls to the nearest emergency responder(s). Accordingly, you are required to register a physical location address (“Registered Location”) when you activate your Phones account. If you change your location, you must immediately update your Registered Location, according to the process set forth below. If you have not updated your address to ensure its accuracy or if you are calling from an address other than your Registered Location, emergency services may be delayed. If no address is available, Phones will route the emergency call to a national emergency response center. When making an emergency call, it is also possible that, due to certain technical limitations, the dispatcher may not receive your contact information. You should, therefore, immediately inform the dispatcher of your location (or the location of the emergency) and other contact information. Do not disconnect the emergency call until told to do so by the dispatcher.
10.2.1. Confirming and Updating your Registered Location. USE OF PHONES FROM A LOCATION OTHER THAN YOUR REGISTERED LOCATION MAY CAUSE YOUR EMERGENCY CALL TO BE ROUTED TO THE WRONG PUBLIC SAFETY ANSWERING POINT (PSAP) OR CAUSE EMERGENCY RESPONDERS TO BE DISPATCHED TO THE WRONG ADDRESS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF YOUR REGISTERED LOCATION AND CONTACT INFORMATION BY PROVIDING, MAINTAINING, AND UPDATING SUCH INFORMATION FOR YOUR ACCOUNT. YOU ARE ALSO RESPONSIBLE FOR PERIODICALLY CHECKING THAT YOUR COMMUNICATIONS INFRASTRUCTURE IS PROPERLY CONFIGURED FOR EMERGENCY CALLING. You can verify that your Registered Location is correct via the following methods:
(a) By dialing 933 to be connected to an automated system that will read back the Podium Phones phone number you are calling from, along with the address associated with that number; or
(b) By visiting the “Phones Settings” page of the Podium portal and viewing your contact information on record.
Necessary updates to your information can be made in “Phones Settings.” Any changes you make to your Registered Location will take effect once you have saved them in “Phones Settings.”
10.3. Emergency Calling via Mobile Web Phone. If you attempt to make an emergency call using the Mobile Web Phone on your own device, the Phones application will close and will route that call to your device’s native dialer. If the device you are using does not have a native dialer (or the device does not have an active wireless cellular service), you will not be able to make the emergency call. Where possible you should make any emergency call directly using the native dialer on your device.
10.4. Additional Phones Limitations.
10.4.1. Emergency calling through Phones will not function if: (a) you experience an internet failure or power outage; (b) your broadband, ISP, or Phones services are terminated or suspended; or (c) your system access equipment fails or is not configured correctly. Network congestion may also delay or prevent completion of any emergency call. You will not be able to complete an emergency call if you move to a physical location outside the country in which Phones services are provided.
10.4.2. The availability of certain features, such as transmission of a Registered Location, depends on whether local emergency response centers support those features, and other factors outside of Podium’s control. Podium relies on qualified third parties to assist us in routing emergency calls and text messages to emergency response centers. Podium does not have control over emergency response centers, emergency responders, or other third parties.
10.5. Client Notice Obligations. YOUR USE, AND USE BY YOUR EMPLOYEES, AUTHORIZED USERS, GUESTS, AND OTHER THIRD PARTIES, OF PODIUM PHONES IS SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN. You are responsible for notifying any user or potential user(s) of Phones, including but not limited to your Authorized Users, of the limitations of Phones emergency calls. If you receive any label or sticker from Podium relating to emergency services, you must attach that label or sticker where it is visible on any Desk Phone you or your End Users may use in connection with Phones services.
10.6. Client Indemnity. Client will indemnify and hold harmless Podium Entities from and against any and all third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (i) Client’s incorrect information; (ii) Client’s failure to properly notify any person who may place calls using Phones of the emergency calling limitations; or (iii) the absence, failure, or outage of emergency calling using Phones for any reason; and (iv) the inability of any user of Phones to be able to access emergency service personnel for any reason.
10.7. Disclaimer. Neither Podium nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold Podium harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services. Podium disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Client to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Podium from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.
Effective August 15th 2024 to June 17th 2025
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PODIUM PHONES SERVICE TERMS
By using or accessing Podium’s Phones Service (“Phones”) (formerly, Voice), or by signing or clicking to accept to any Subscription Documentation that includes Phones or references these terms, you (“you” or “Client”) agree to be bound by the following terms and conditions (the “Phones Service Terms”).
These Phones Service Terms incorporate by this reference the Podium Terms of Service (currently available at: https://legal.podium.com/#termsofservice-us) (the “Podium Terms of Service”) as may be updated from time to time, which, among other terms, contain provisions governing the resolution of claims (see Section 13 (Disclaimers), Section 14 (Limitations of Liability), Section 15 (Dispute Resolution), and Section 16 (General) of the Podium Terms of Service). In the event of any conflict or inconsistency between these Phones Service Terms and the Podium Terms of Service, these Phones Service Terms will govern.
Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Phones Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references to the “Agreement” will include these Phones Service Terms.
1. DEFINITIONS
1.1. “Phones Service Provider(s)” means the third-party service provider(s) used by Podium to facilitate certain features of Phones. Podium may add or remove Phones Service Providers from time to time.
1.2. “Desk Phone Products” or “Desk Phones” means the physical device and any hardware and accessories provided or made available by Podium as part of Phones. Any software and/or firmware preinstalled on, or distributed with, the Desk Phone Products forms part of the Desk Phone Products. Desk Phones are currently available to Phones clients in the United States only.
1.3. “Web Phone” means the software-based phone available within the Phones desktop application (“Desktop Web Phone”) or the Phones mobile application (“Mobile Web Phone”) that allows Podium clients to make phone calls through a properly equipped and configured computer or mobile device, without the need for Desk Phone Products. Web Phone is available in the United States and Australia only.
2. SERVICES.
2.1. Podium Phones. Podium Phones is a voice over internet protocol (“VoIP”) phone system integrated with Podium software to support communication with Client’s Customers. Subject to the performance of Client’s duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide Client with access to Phones. Podium Phones includes software, hardware, and other related elements. In order to access and fully use Phones, Client must register for and maintain an active account and Subscription with Podium. Client understands and agrees that Phones may be used in the United States and Australia only. Podium Phones is powered by Podium Voice, LLC, which is a regulated affiliate of Podium. Podium Voice, LLC is a third-party beneficiary of this Agreement and will be entitled to enforce the terms and conditions as if it were a party to the Agreement.
2.2. Phones Professional Network Optimization. Phones Professional Network Optimization ("Network Optimization") is a program Podium makes available whereby we connect you with certain Third-Party Providers to perform Network Optimization services that may include: (a) assessment of your network to support VoIP compatibility and sufficient speed; (b) updating your network settings and configuration to improve performance (includes running up to 1 ethernet line (< 50 feet)); (c) recommendations for network and hardware updates; (d) a physical desk phone installation session; (e) 30-day (from the date of installation), limited warranty services provided. Network Optimization is available to Phones clients in the United States only.
2.2.1. Podium does not perform your Network Optimization and has no responsibility or liability for the Network Optimization services. Podium partners with certain Third-Party Providers, who are independent of Podium, who will provide the Network Optimization services you purchase. These providers are not employees, subcontractors, or agents of Podium. For your convenience, you will pay for the Network Optimization services as defined above through Podium, who will accept payment on behalf of the Third-Party Provider that completes your Network Optimization. The Third-Party Provider may have additional terms and conditions, which Client may be required to accept prior to receiving the Network Optimization. Additionally, if you purchase or wish to purchase any additional services from the Third-Party Provider, beyond those expressly described herein or on your applicable Subscription Documentation, you must contract with and pay any applicable fees to the Third-Party Provider directly.
2.2.2. By purchasing Network Optimization, Client authorizes Podium to share Client’s contact information with a Third-Party Provider and, as necessary, to allow the Third-Party Provider to access Client’s Podium Platform account for the purposes of providing Network Optimization services. Podium will not be responsible or liable in any manner for any negligent or intentional acts of the Third-Party Provider relating to the Network Optimization services or Client’s Podium account.
3. CLIENT OBLIGATIONS.
3.1. Client Data. In addition to Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium (or a Phones Service Provider, as applicable) any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of Phones, Client grants Podium, and its respective affiliates, a worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s and Phones Service Provider’s third-party service providers) in order to provide the Phones Services to Client and (ii) to enable Phones Service Provider(s) to use Client Data to: (a) provide the Phones Service Provider’s services to its (and its affiliates) other clients, as necessary; and (b) analyze and improve, and incorporate Client Data into, the Phones Service Provider’s products, systems, and tools. Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable Law, provided that to the extent permitted under applicable Law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Phones Service Terms) after the expiration or termination of your applicable Subscription Documentation.
3.2. Compliance with Laws and Terms. Client understands and agrees that Client will, for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing Phones; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use Phones only in compliance with all Laws, the terms of this Agreement, including Podium’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://legal.podium.com/#aup-us), and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its (and its Authorized Users') compliance with applicable Laws, these Phones Service Terms, and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Client also understands and agrees that it must not make any attempts to break or circumvent any security measures or rate limits of the Services, or to evade detection of a violation of these Phones Service Terms or the Law when using the Services. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated these Phones Service Terms.
3.3. Recording. Client understands and agrees that the Services may include certain features or functionality that allow Client to record or transcribe certain audio and other data related to communications made using the Services. If Client uses this functionality, Client is solely responsible for complying (and ensuring all its Authorized Users comply) with applicable Laws in the jurisdictions in which it uses this functionality. Podium disclaims all liability for your use of these recording and transcribing features, and you agree to hold Podium harmless for all liabilities related to your use of these features.
3.4. Account Use and Security. Client is solely responsible and accepts full liability for all use of its Phones Service, with or without Client’s permission. Client is solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject it to a higher level of risk for fraudulent activity. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Additionally, unless otherwise specified in your applicable Subscription Documentation, your use of Phones is subject to the applicable Scope of Use limits listed at https://www.podium.com/pricing/. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions. If specific Scope of Use Limits have not been expressly designated for your Phones Services, or the Services you’ve purchased have been designated as “unlimited”, such Services are intended (and may be used only) for normal business use in compliance with the Agreement, including the AUP and your Subscription Documentation. Because any unusually high or excessive usage of Phones, or use of Phones beyond any applicable Scope of Use limit(s), may impair Podium’s ability to provide the Services to you and other Podium users, in the event that Podium discovers or reasonably suspects the occurrence of excessive, unauthorized, or prohibited usage of Phones, Podium reserves the right to take actions it deems reasonably necessary to prevent or stop such usage (including suspending or terminating your use of or access to the Services) without prior notice.
3.5. Responsibility for System and Technical Requirements. Client understands and agrees that Phones is a VoIP phone service and there are many factors that may impact Client's ability to use Phones, including but not limited to network speeds and bandwidth, network connectivity, hardware, and other factors outside Podium’s control. Except for the limited scope of services and warranty available to Client upon the purchase of Network Optimization, Client remains solely responsible for maintaining sufficient internet access, network connectivity, power, and other technical requirements necessary to enable its use of Phones.
3.5.1. Where possible, Podium will perform a network quality test prior to your purchase of Phones. This test will assess download and upload speeds, download and upload packet loss, as well as the number of devices on your network at the time of the test. If, following this initial test, your network quality does not meet the minimum requirements to support Phones, before you may purchase a Phones Subscription, you will be required to: (1) purchase Network Optimization; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements. You will also be required to: 1) purchase Network Optimization; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements, if Podium is unable to perform a pre-purchase network test, or your network passes the initial, pre-purchase test, but fails a second network quality test, performed by Podium during the post-purchase onboarding process.
3.5.2. Client understands and agrees that it is fully responsible for maintaining sufficient internet access, network connectivity, power, and other system and technical requirements necessary to enable the use of Phones, including following the completion of any purchased Network Optimization and any applicable Network Optimization warranty period.
3.5.3. Additionally, Clients understands and agrees that, whether or not it purchases Network Optimization, Client may not cancel or otherwise terminate its Phones Subscription, nor will Podium provide any refunds or service credits, due to network, hardware, or other issues caused by factors outside Podium’s direct control.
4. TERM AND TERMINATION
4.1. This Agreement will begin on the start date of the applicable Subscription Documentation for Phones and will remain in effect until the applicable Subscription Term has expired or the Subscription is terminated as expressly permitted by your Subscription Documentation.
5. OWNERSHIP AND RIGHTS.
5.1. These Phones Service Terms do not grant any rights or licenses in Phones, Desk Phone Products, Podium Technology, or related software other than as expressly stated in these Phones Service Terms. As between the parties, Podium owns all rights, title, and interest, including all intellectual property rights, in and to Phones, Desk Phone Products, and software. All rights not expressly granted are reserved.
6. FEES AND PAYMENT.
6.1. Unless otherwise specified in the applicable Subscription Documentation, Phones is provided on an ongoing, per-license subscription basis, including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the applicable Subscription Documentation or Agreement, as applicable. Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle, including Phones (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Agreement (collectively, the “Fees”). Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
6.2. Client will be responsible for all applicable taxes and fees accrued through Client’s use of Phones. These charges may change from time to time and vary depending on federal, state, and local rules. Podium may charge Client for applicable taxes and fees through Client’s invoice.
6.3. For Phones Clients Located in Australia Only. Please review our Australia Financial Hardship Policy if you are experiencing unexpected financial difficulties that may affect your ability to meet your Phones Service obligations.
7. DESK PHONE PRODUCTS.
7.1. Desk Phone Products are manufactured by third parties and are resold by Podium. All Desk Phone Products features, specifications, and prices are subject to change at any time. Podium does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that the Desk Phone Products are available for lease or purchase. Podium is not obligated to accept any Subscription Documentation for the purchase of Desk Phone Products, and Podium may cancel accepted Subscription Documentation at any time if Podium is unable to fulfill the purchase request for any reason. If Podium cancels your Subscription Documentation for the purchase of Desk Phone Products because it is unable to fulfill the purchase request for any reason, Podium will fully refund the purchase fees prepaid by you for such Desk Phone Products.
7.2. The following terms apply to Desk Phone Products purchased by Client (as specified in Client’s Subscription Documentation):
7.2.1. Podium will deliver the Desk Phone Products to the delivery address specified in your Subscription Documentation, at which time risk of loss will pass to you. Podium will use commercially reasonable efforts to provide you with an estimated delivery date for each Desk Phone Product; however, such delivery date is a good-faith estimate only and is not binding on Podium.
7.2.2. Title to each Desk Phone Product will transfer to you upon: (a) your payment of all applicable purchase fees in respect of such Desk Phone Product and (b) delivery of the Desk Phone Product in accordance with this Section 7, whichever is later.
7.2.3. Client must immediately notify Podium in the event a Desk Phone is lost or stolen after it has been received by Client.
7.3. Your use of the Desk Phone Products is: (a) subject to the terms of the Podium Terms of Service, Acceptable Use Policy, these Phones Service Terms, and any additional terms set forth in the applicable Subscription Documentation; (b) limited to use in conjunction with the Phones and Desk Phone Services and other Podium Services; and (c) limited to use by competent trained employees, authorized by Client to operate or use Desk Phone Products, and with adequate security measures in place to safeguard Desk Phone Products and data collected by, and held on, Desk Phone Products.
7.4. You will not, and neither will you permit any third party to: (a) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Desk Phone Product; (b) work around any of the technical limitations implemented in a Desk Phone Product or enable functionality that is disabled or prohibited; (c) reverse engineer or attempt to reverse engineer a Desk Phone Products except as expressly permitted by applicable Law; (d) perform or attempt to perform any actions that would interfere with the normal operation of a Desk Phone Product or impact the use of the Desk Phone Products by other users; (e) use the Desk Phone Products in any manner not permitted hereunder or for any purpose other than commercial purposes; (f) use the Desk Phone Product in any location other than the registered location or move the Desk Phone Products to a new location without registering the device to its new location; (g) remove, modify, deface, or replace any of Podium’s or any Phones Service Provider’s proprietary notices or marks which appear on or are affixed to a Desk Phone Product; or (h) use the Desk Phone Products to violate any applicable Laws, including any laws and regulations related to notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Desk Phone Products.
7.5. Except as otherwise expressly stated herein, you are responsible for installing, integrating, and maintaining the Desk Phone Products, which includes updating the software as may be required by Podium or its Phones Service Provider(s) from time to time. Podium may make updates to the Desk Phone Products available to you. You must install these updates to continue using the Desk Phone Products. Podium will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Phones Service Terms unless other terms are provided with the updates.
7.6. Unless otherwise expressly provided in an applicable Subscription Documentation, Client will pay the purchase fee in full upon placing the order for purchase of the Desk Phone Product.
8. LIMITED DESK PHONE WARRANTY AND SUPPORT.
8.1. Podium provides a one-year limited warranty against defective materials and faulty workmanship in a Desk Phone Product. The warranty period starts on the date of your original purchase of the Desk Phone Products from Podium and ends one year after that date. If you submit a claim during this warranty period that is within the scope of the limited warranty, follow Podium’s instructions for returning the Desk Phone Product, and it appears that any product or part thereof contains a defect in materials or workmanship, Podium will at its option, to the extent permitted by applicable Law, either repair the Desk Phone Product, replace the Desk Phone Product, or refund to you all or part of the purchase price of the Desk Phone Product. This limited warranty applies only to unaltered hardware components of the Desk Phone Products that are used in accordance with these Phones Service Terms and not subject to accident, misuse, or neglect. Desk Phone Products with the original factory serial number removed, defaced, or altered will not receive the original manufacturer’s warranty coverage.
8.2. This limited warranty is provided by Podium and not the Phones Service Provider. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights. To make a warranty claim, please contact Podium. Podium will provide you with information about how to return your Desk Phone Products.
8.3. THE PHONES SERVICES AND DESK PHONE PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY STATED IN THESE PHONES TERMS, PODIUM PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE DESK PHONE PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT, AS WELL AS ANY OTHER IMPLIED WARRANTIES, SUCH AS WARRANTIES REGARDING DATA LOSS, AVAILABILITY, ACCURACY, FUNCTIONALITY, AND LACK OF VIRUSES. THIS SECTION 8.3 APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY LIMITATIONS AND DISCLAIMERS THAT MAY BE CONTAINED IN THE PODIUM TERMS OF SERVICE. ANY WARRANTIES, GUARANTEES, OR CONDITIONS THAT CANNOT BE DISCLAIMED AS A MATTER OF LAW, BUT WHICH MAY BE LIMITED IN DURATION, LAST FOR ONE YEAR FROM THE DATE ON WHICH YOU RECEIVE A DESK PHONE PRODUCT. Use of the Desk Phone Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Hardware Products to not function correctly. As a consequence, all such use is at your own risk.
9. PHONE NUMBER PORTING.
9.1. Port-In Requests. If you request Podium to port (i.e., transfer) your phone number to Phones, you must execute a letter of authorization (“LOA”) provided to you by Podium, including all required information, and authorizing Podium and its Phones Service Provider to initiate the porting process. By authorizing the porting process, you understand and agree that: (a) the ability to complete the port is subject to validation that your number(s)/service can be ported; (b) you may experience an interruption or change to your telecommunications service during or as a result of the porting process, and Podium assumes no responsibility for any lost communication that may occur during the porting process or for any delays or failures in the porting process that are caused by factors outside Podium’s control; (c) if you are ending an existing contract with your current telecommunications provider early as part of the porting process, you may have to pay a cancellation fee or penalty to that provider and you are solely responsible for any such fee or penalty; (d) Podium will use reasonable efforts to notify you that the porting process is complete when it occurs. Additionally, if you have any questions or complaints about the porting process, you can contact our Customer Support team here.
9.2. Port-Out Requests. As required by Law, Podium will comply with a valid request to port the number associated with your Phones account to another service provider. You understand and agree, however, that any such port-out request does not relieve you of any payment or other contractual obligations remaining under your existing agreement with Podium at the time of the request, and that you will be responsible to pay any remaining balance owed to Podium even after the port-out has been completed. You may also be subject to fees or charges applicable to the port-out request, which Podium may communicate to you in writing prior to or at the time of your port-out request. Additionally, you understand and agree that you must provide to Podium all documentation and information necessary to complete the port-out request, follow all processes required by Podium and the service provider to which you are porting your number in order to facilitate the request, and comply with all Laws and any third-party terms applicable to your port-out request. Podium will not be responsible for any delays or failures in the porting process, if such delays or failures are caused by factors outside Podium’s control, or for any service interruptions or downtime that occurs during the porting.
9.3. Number Releases. Upon termination of your Podium account, including your Phones services, any phone numbers associated with your account which have not been previously ported to another service provider may be released. You must, therefore, ensure that you coordinate the porting of your number before your Podium Subscription ends or is otherwise terminated.
10. EMERGENCY SERVICES
10.1. Overview of Emergency Services. Because Phones is a VoIP service the emergency calling services available through Phones operate differently from traditional emergency calling services and have certain limitations. If you are not comfortable with these limitations, you must utilize alternate means of accessing emergency services. By using Phones, you represent and warrant that you understand the limitations of emergency services available through Phones, and you agree to comply with your obligations as set forth in these Phones Service Terms.
10.2. Emergency Calls using Desk Phone(s) & Desktop Web Phone(s). When you use a Desk Phone or the Desktop Web Phone (see Section 10.3 for information on Mobile Web Phones) to make an emergency call, Phones relies on the information, including physical address, associated with your Phones account to route emergency calls to the nearest emergency responder(s). Accordingly, you are required to register a physical location address (“Registered Location”) when you activate your Phones account. If you change your location, you must immediately update your Registered Location, according to the process set forth below. If you have not updated your address to ensure its accuracy or if you are calling from an address other than your Registered Location, emergency services may be delayed. If no address is available, Phones will route the emergency call to a national emergency response center. When making an emergency call, it is also possible that, due to certain technical limitations, the dispatcher may not receive your contact information. You should, therefore, immediately inform the dispatcher of your location (or the location of the emergency) and other contact information. Do not disconnect the emergency call until told to do so by the dispatcher.
10.2.1. Confirming and Updating your Registered Location. USE OF PHONES FROM A LOCATION OTHER THAN YOUR REGISTERED LOCATION MAY CAUSE YOUR EMERGENCY CALL TO BE ROUTED TO THE WRONG PUBLIC SAFETY ANSWERING POINT (PSAP) OR CAUSE EMERGENCY RESPONDERS TO BE DISPATCHED TO THE WRONG ADDRESS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF YOUR REGISTERED LOCATION AND CONTACT INFORMATION BY PROVIDING, MAINTAINING, AND UPDATING SUCH INFORMATION FOR YOUR ACCOUNT. YOU ARE ALSO RESPONSIBLE FOR PERIODICALLY CHECKING THAT YOUR COMMUNICATIONS INFRASTRUCTURE IS PROPERLY CONFIGURED FOR EMERGENCY CALLING. You can verify that your Registered Location is correct via the following methods:
(a) By dialing 933 to be connected to an automated system that will read back the Podium Phones phone number you are calling from, along with the address associated with that number; or
(b) By visiting the “Phones Settings” page of the Podium portal and viewing your contact information on record.
Necessary updates to your information can be made in “Phones Settings.” Any changes you make to your Registered Location will take effect once you have saved them in “Phones Settings.”
10.3. Emergency Calling via Mobile Web Phone. If you attempt to make an emergency call using the Mobile Web Phone on your own device, the Phones application will close and will route that call to your device’s native dialer. If the device you are using does not have a native dialer (or the device does not have an active wireless cellular service), you will not be able to make the emergency call. Where possible you should make any emergency call directly using the native dialer on your device.
10.4. Additional Phones Limitations.
10.4.1. Emergency calling through Phones will not function if: (a) you experience an internet failure or power outage; (b) your broadband, ISP, or Phones services are terminated or suspended; or (c) your system access equipment fails or is not configured correctly. Network congestion may also delay or prevent completion of any emergency call. You will not be able to complete an emergency call if you move to a physical location outside the country in which Phones services are provided.
10.4.2. The availability of certain features, such as transmission of a Registered Location, depends on whether local emergency response centers support those features, and other factors outside of Podium’s control. Podium relies on qualified third parties to assist us in routing emergency calls and text messages to emergency response centers. Podium does not have control over emergency response centers, emergency responders, or other third parties.
10.5. Client Notice Obligations. YOUR USE, AND USE BY YOUR EMPLOYEES, AUTHORIZED USERS, GUESTS, AND OTHER THIRD PARTIES, OF PODIUM PHONES IS SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN. You are responsible for notifying any user or potential user(s) of Phones, including but not limited to your Authorized Users, of the limitations of Phones emergency calls. If you receive any label or sticker from Podium relating to emergency services, you must attach that label or sticker where it is visible on any Desk Phone you or your End Users may use in connection with Phones services.
10.6. Client Indemnity. Client will indemnify and hold harmless Podium Entities from and against any and all third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (i) Client’s incorrect information; (ii) Client’s failure to properly notify any person who may place calls using Phones of the emergency calling limitations; or (iii) the absence, failure, or outage of emergency calling using Phones for any reason; and (iv) the inability of any user of Phones to be able to access emergency service personnel for any reason.
10.7. Disclaimer. Neither Podium nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold Podium harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services. Podium disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Client to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Podium from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.
Effective May 17th 2024 to August 15th 2024
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PODIUM PHONES SERVICE TERMS
By using or accessing Podium’s Phones Service (“Phones”) (formerly, Voice), or by signing or clicking to accept to any Subscription Documentation that includes Phones or references these terms, you (“you” or “Client”) agree to be bound by the following terms and conditions (the “Phones Service Terms”).
These Phones Service Terms incorporate by this reference the Podium Terms of Service (currently available at: https://legal.podium.com/#termsofservice-us) (the “Podium Terms of Service”) as may be updated from time to time, which, among other terms, contain provisions governing the resolution of claims (see Section 13 (Disclaimers), Section 14 (Limitations of Liability), Section 15 (Dispute Resolution), and Section 16 (General) of the Podium Terms of Service). In the event of any conflict or inconsistency between these Phones Service Terms and the Podium Terms of Service, these Phones Service Terms will govern.
Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Phones Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references to the “Agreement” will include these Phones Service Terms.
1. DEFINITIONS
1.1. “Phones Service Provider(s)” means the third-party service provider(s) used by Podium to facilitate certain features of Phones. Podium may add or remove Phones Service Providers from time to time.
1.2. “Desk Phone Products” or “Desk Phones” means the physical device and any hardware and accessories provided or made available by Podium as part of Phones. Any software and/or firmware preinstalled on, or distributed with, the Desk Phone Products forms part of the Desk Phone Products. Desk Phones are currently available to Phones clients in the United States only.
1.3. “Web Phone” means the software-based phone available within the Phones desktop application (“Desktop Web Phone”) or the Phones mobile application (“Mobile Web Phone”) that allows Podium clients to make phone calls through a properly equipped and configured computer or mobile device, without the need for Desk Phone Products.
2. SERVICES.
2.1. Podium Phones. Podium Phones is a voice over internet protocol (“VoIP”) phone system integrated with Podium software to support communication with Client’s Customers. Subject to the performance of Client’s duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide Client with access to Phones. Podium Phones includes software, hardware, and other related elements. In order to access and fully use Phones, Client must register for and maintain an active account and Subscription with Podium. Client understands and agrees that Phones may be used in the United States and Australia only. Podium Phones is powered by Podium Voice, LLC, which is a regulated affiliate of Podium. Podium Voice, LLC is a third-party beneficiary of this Agreement and will be entitled to enforce the terms and conditions as if it were a party to the Agreement.
2.2. Phones Professional Network Optimization. Phones Professional Network Optimization ("Network Optimization") is a program Podium makes available whereby we connect you with certain Third-Party Providers to perform Network Optimization services that may include: (a) assessment of your network to support VoIP compatibility and sufficient speed; (b) updating your network settings and configuration to improve performance (includes running up to 1 ethernet line (< 50 feet)); (c) recommendations for network and hardware updates; (d) a physical desk phone installation session; (e) 30-day (from the date of installation), limited warranty services provided. Network Optimization is available to Phones clients in the United States only.
2.2.1. Podium does not perform your Network Optimization and has no responsibility or liability for the Network Optimization services. Podium partners with certain Third-Party Providers, who are independent of Podium, who will provide the Network Optimization services you purchase. These providers are not employees, subcontractors, or agents of Podium. For your convenience, you will pay for the Network Optimization services as defined above through Podium, who will accept payment on behalf of the Third-Party Provider that completes your Network Optimization. The Third-Party Provider may have additional terms and conditions, which Client may be required to accept prior to receiving the Network Optimization. Additionally, if you purchase or wish to purchase any additional services from the Third-Party Provider, beyond those expressly described herein or on your applicable Subscription Documentation, you must contract with and pay any applicable fees to the Third-Party Provider directly.
2.2.2. By purchasing Network Optimization, Client authorizes Podium to share Client’s contact information with a Third-Party Provider and, as necessary, to allow the Third-Party Provider to access Client’s Podium Platform account for the purposes of providing Network Optimization services. Podium will not be responsible or liable in any manner for any negligent or intentional acts of the Third-Party Provider relating to the Network Optimization services or Client’s Podium account.
3. CLIENT OBLIGATIONS.
3.1. Client Data. In addition to Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium (or a Phones Service Provider, as applicable) any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of Phones, Client grants Podium, and its respective affiliates, a worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s and Phones Service Provider’s third-party service providers) in order to provide the Phones Services to Client and (ii) to enable Phones Service Provider(s) to use Client Data to: (a) provide the Phones Service Provider’s services to its (and its affiliates) other clients, as necessary; and (b) analyze and improve, and incorporate Client Data into, the Phones Service Provider’s products, systems, and tools. Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable Law, provided that to the extent permitted under applicable Law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Phones Service Terms) after the expiration or termination of your applicable Subscription Documentation.
3.2. Compliance with Laws and Terms. Client understands and agrees that Client will, for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing Phones; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use Phones only in compliance with all Laws, the terms of this Agreement, including Podium’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://legal.podium.com/#aup-us), and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its (and its Authorized Users') compliance with applicable Laws, these Phones Service Terms, and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Client also understands and agrees that it must not make any attempts to break or circumvent any security measures or rate limits of the Services, or to evade detection of a violation of these Phones Service Terms or the Law when using the Services. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated these Phones Service Terms.
3.3. Recording. Client understands and agrees that the Services may include certain features or functionality that allow Client to record or transcribe certain audio and other data related to communications made using the Services. If Client uses this functionality, Client is solely responsible for complying (and ensuring all its Authorized Users comply) with applicable Laws in the jurisdictions in which it uses this functionality. Podium disclaims all liability for your use of these recording and transcribing features, and you agree to hold Podium harmless for all liabilities related to your use of these features.
3.4. Account Use and Security. Client is solely responsible and accepts full liability for all use of its Phones Service, with or without Client’s permission. Client is solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject it to a higher level of risk for fraudulent activity. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Additionally, unless otherwise specified in your applicable Subscription Documentation, your use of Phones is subject to the applicable Scope of Use limits listed at https://www.podium.com/pricing/. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions. If specific Scope of Use Limits have not been expressly designated for your Phones Services, or the Services you’ve purchased have been designated as “unlimited”, such Services are intended (and may be used only) for normal business use in compliance with the Agreement, including the AUP and your Subscription Documentation. Because any unusually high or excessive usage of Phones, or use of Phones beyond any applicable Scope of Use limit(s), may impair Podium’s ability to provide the Services to you and other Podium users, in the event that Podium discovers or reasonably suspects the occurrence of excessive, unauthorized, or prohibited usage of Phones, Podium reserves the right to take actions it deems reasonably necessary to prevent or stop such usage (including suspending or terminating your use of or access to the Services) without prior notice.
3.5. Responsibility for System and Technical Requirements. Client understands and agrees that Phones is a VoIP phone service and there are many factors that may impact Client's ability to use Phones, including but not limited to network speeds and bandwidth, network connectivity, hardware, and other factors outside Podium’s control. Except for the limited scope of services and warranty available to Client upon the purchase of Network Optimization, Client remains solely responsible for maintaining sufficient internet access, network connectivity, power, and other technical requirements necessary to enable its use of Phones.
3.5.1. Where possible, Podium will perform a network quality test prior to your purchase of Phones. This test will assess download and upload speeds, download and upload packet loss, as well as the number of devices on your network at the time of the test. If, following this initial test, your network quality does not meet the minimum requirements to support Phones, before you may purchase a Phones Subscription, you will be required to: (1) purchase Network Optimization; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements. You will also be required to: 1) purchase Network Optimization; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements, if Podium is unable to perform a pre-purchase network test, or your network passes the initial, pre-purchase test, but fails a second network quality test, performed by Podium during the post-purchase onboarding process.
3.5.2. Client understands and agrees that it is fully responsible for maintaining sufficient internet access, network connectivity, power, and other system and technical requirements necessary to enable the use of Phones, including following the completion of any purchased Network Optimization and any applicable Network Optimization warranty period.
3.5.3. Additionally, Clients understands and agrees that, whether or not it purchases Network Optimization, Client may not cancel or otherwise terminate its Phones Subscription, nor will Podium provide any refunds or service credits, due to network, hardware, or other issues caused by factors outside Podium’s direct control.
4. TERM AND TERMINATION
4.1. This Agreement will begin on the start date of the applicable Subscription Documentation for Phones and will remain in effect until the applicable Subscription Term has expired or the Subscription is terminated as expressly permitted by your Subscription Documentation.
5. OWNERSHIP AND RIGHTS.
5.1. These Phones Service Terms do not grant any rights or licenses in Phones, Desk Phone Products, Podium Technology, or related software other than as expressly stated in these Phones Service Terms. As between the parties, Podium owns all rights, title, and interest, including all intellectual property rights, in and to Phones, Desk Phone Products, and software. All rights not expressly granted are reserved.
6. FEES AND PAYMENT.
6.1. Unless otherwise specified in the applicable Subscription Documentation, Phones is provided on an ongoing, per-license subscription basis, including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the applicable Subscription Documentation or Agreement, as applicable. Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle, including Phones (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Agreement (collectively, the “Fees”). Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
6.2. Client will be responsible for all applicable taxes and fees accrued through Client’s use of Phones. These charges may change from time to time and vary depending on federal, state, and local rules. Podium may charge Client for applicable taxes and fees through Client’s invoice.
6.3. For Phones Clients Located in Australia Only. Please review our Australia Financial Hardship Policy if you are experiencing unexpected financial difficulties that may affect your ability to meet your Phones Service obligations.
7. DESK PHONE PRODUCTS.
7.1. Desk Phone Products are manufactured by third parties and are resold by Podium. All Desk Phone Products features, specifications, and prices are subject to change at any time. Podium does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that the Desk Phone Products are available for lease or purchase. Podium is not obligated to accept any Subscription Documentation for the purchase of Desk Phone Products, and Podium may cancel accepted Subscription Documentation at any time if Podium is unable to fulfill the purchase request for any reason. If Podium cancels your Subscription Documentation for the purchase of Desk Phone Products because it is unable to fulfill the purchase request for any reason, Podium will fully refund the purchase fees prepaid by you for such Desk Phone Products.
7.2. The following terms apply to Desk Phone Products purchased by Client (as specified in Client’s Subscription Documentation):
7.2.1. Podium will deliver the Desk Phone Products to the delivery address specified in your Subscription Documentation, at which time risk of loss will pass to you. Podium will use commercially reasonable efforts to provide you with an estimated delivery date for each Desk Phone Product; however, such delivery date is a good-faith estimate only and is not binding on Podium.
7.2.2. Title to each Desk Phone Product will transfer to you upon: (a) your payment of all applicable purchase fees in respect of such Desk Phone Product and (b) delivery of the Desk Phone Product in accordance with this Section 7, whichever is later.
7.2.3. Client must immediately notify Podium in the event a Desk Phone is lost or stolen after it has been received by Client.
7.3. Your use of the Desk Phone Products is: (a) subject to the terms of the Podium Terms of Service, Acceptable Use Policy, these Phones Service Terms, and any additional terms set forth in the applicable Subscription Documentation; (b) limited to use in conjunction with the Phones and Desk Phone Services and other Podium Services; and (c) limited to use by competent trained employees, authorized by Client to operate or use Desk Phone Products, and with adequate security measures in place to safeguard Desk Phone Products and data collected by, and held on, Desk Phone Products.
7.4. You will not, and neither will you permit any third party to: (a) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Desk Phone Product; (b) work around any of the technical limitations implemented in a Desk Phone Product or enable functionality that is disabled or prohibited; (c) reverse engineer or attempt to reverse engineer a Desk Phone Products except as expressly permitted by applicable Law; (d) perform or attempt to perform any actions that would interfere with the normal operation of a Desk Phone Product or impact the use of the Desk Phone Products by other users; (e) use the Desk Phone Products in any manner not permitted hereunder or for any purpose other than commercial purposes; (f) use the Desk Phone Product in any location other than the registered location or move the Desk Phone Products to a new location without registering the device to its new location; (g) remove, modify, deface, or replace any of Podium’s or any Phones Service Provider’s proprietary notices or marks which appear on or are affixed to a Desk Phone Product; or (h) use the Desk Phone Products to violate any applicable Laws, including any laws and regulations related to notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Desk Phone Products.
7.5. Except as otherwise expressly stated herein, you are responsible for installing, integrating, and maintaining the Desk Phone Products, which includes updating the software as may be required by Podium or its Phones Service Provider(s) from time to time. Podium may make updates to the Desk Phone Products available to you. You must install these updates to continue using the Desk Phone Products. Podium will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Phones Service Terms unless other terms are provided with the updates.
7.6. Unless otherwise expressly provided in an applicable Subscription Documentation, Client will pay the purchase fee in full upon placing the order for purchase of the Desk Phone Product.
8. LIMITED DESK PHONE WARRANTY AND SUPPORT.
8.1. Podium provides a one-year limited warranty against defective materials and faulty workmanship in a Desk Phone Product. The warranty period starts on the date of your original purchase of the Desk Phone Products from Podium and ends one year after that date. If you submit a claim during this warranty period that is within the scope of the limited warranty, follow Podium’s instructions for returning the Desk Phone Product, and it appears that any product or part thereof contains a defect in materials or workmanship, Podium will at its option, to the extent permitted by applicable Law, either repair the Desk Phone Product, replace the Desk Phone Product, or refund to you all or part of the purchase price of the Desk Phone Product. This limited warranty applies only to unaltered hardware components of the Desk Phone Products that are used in accordance with these Phones Service Terms and not subject to accident, misuse, or neglect. Desk Phone Products with the original factory serial number removed, defaced, or altered will not receive the original manufacturer’s warranty coverage.
8.2. This limited warranty is provided by Podium and not the Phones Service Provider. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights. To make a warranty claim, please contact Podium. Podium will provide you with information about how to return your Desk Phone Products.
8.3. THE PHONES SERVICES AND DESK PHONE PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY STATED IN THESE PHONES TERMS, PODIUM PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE DESK PHONE PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT, AS WELL AS ANY OTHER IMPLIED WARRANTIES, SUCH AS WARRANTIES REGARDING DATA LOSS, AVAILABILITY, ACCURACY, FUNCTIONALITY, AND LACK OF VIRUSES. THIS SECTION 8.3 APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY LIMITATIONS AND DISCLAIMERS THAT MAY BE CONTAINED IN THE PODIUM TERMS OF SERVICE. ANY WARRANTIES, GUARANTEES, OR CONDITIONS THAT CANNOT BE DISCLAIMED AS A MATTER OF LAW, BUT WHICH MAY BE LIMITED IN DURATION, LAST FOR ONE YEAR FROM THE DATE ON WHICH YOU RECEIVE A DESK PHONE PRODUCT. Use of the Desk Phone Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Hardware Products to not function correctly. As a consequence, all such use is at your own risk.
9. PHONE NUMBER PORTING.
9.1. Port-In Requests. If you request Podium to port (i.e., transfer) your phone number to Phones, you must execute a letter of authorization (“LOA”) provided to you by Podium, including all required information, and authorizing Podium and its Phones Service Provider to initiate the porting process. By authorizing the porting process, you understand and agree that: (a) the ability to complete the port is subject to validation that your number(s)/service can be ported; (b) you may experience an interruption or change to your telecommunications service during or as a result of the porting process, and Podium assumes no responsibility for any lost communication that may occur during the porting process or for any delays or failures in the porting process that are caused by factors outside Podium’s control; (c) if you are ending an existing contract with your current telecommunications provider early as part of the porting process, you may have to pay a cancellation fee or penalty to that provider and you are solely responsible for any such fee or penalty; (d) Podium will use reasonable efforts to notify you that the porting process is complete when it occurs. Additionally, if you have any questions or complaints about the porting process, you can contact our Customer Support team here.
9.2. Port-Out Requests. As required by Law, Podium will comply with a valid request to port the number associated with your Phones account to another service provider. You understand and agree, however, that any such port-out request does not relieve you of any payment or other contractual obligations remaining under your existing agreement with Podium at the time of the request, and that you will be responsible to pay any remaining balance owed to Podium even after the port-out has been completed. You may also be subject to fees or charges applicable to the port-out request, which Podium may communicate to you in writing prior to or at the time of your port-out request. Additionally, you understand and agree that you must provide to Podium all documentation and information necessary to complete the port-out request, follow all processes required by Podium and the service provider to which you are porting your number in order to facilitate the request, and comply with all Laws and any third-party terms applicable to your port-out request. Podium will not be responsible for any delays or failures in the porting process, if such delays or failures are caused by factors outside Podium’s control, or for any service interruptions or downtime that occurs during the porting.
9.3. Number Releases. Upon termination of your Podium account, including your Phones services, any phone numbers associated with your account which have not been previously ported to another service provider may be released. You must, therefore, ensure that you coordinate the porting of your number before your Podium Subscription ends or is otherwise terminated.
10. EMERGENCY SERVICES
10.1. Overview of Emergency Services. Because Phones is a VoIP service the emergency calling services available through Phones operate differently from traditional emergency calling services and have certain limitations. If you are not comfortable with these limitations, you must utilize alternate means of accessing emergency services. By using Phones, you represent and warrant that you understand the limitations of emergency services available through Phones, and you agree to comply with your obligations as set forth in these Phones Service Terms.
10.2. Emergency Calls using Desk Phone(s) & Desktop Web Phone(s). When you use a Desk Phone or the Desktop Web Phone (see Section 10.3 for information on Mobile Web Phones) to make an emergency call, Phones relies on the information, including physical address, associated with your Phones account to route emergency calls to the nearest emergency responder(s). Accordingly, you are required to register a physical location address (“Registered Location”) when you activate your Phones account. If you change your location, you must immediately update your Registered Location, according to the process set forth below. If you have not updated your address to ensure its accuracy or if you are calling from an address other than your Registered Location, emergency services may be delayed. If no address is available, Phones will route the emergency call to a national emergency response center. When making an emergency call, it is also possible that, due to certain technical limitations, the dispatcher may not receive your contact information. You should, therefore, immediately inform the dispatcher of your location (or the location of the emergency) and other contact information. Do not disconnect the emergency call until told to do so by the dispatcher.
10.2.1. Confirming and Updating your Registered Location. USE OF PHONES FROM A LOCATION OTHER THAN YOUR REGISTERED LOCATION MAY CAUSE YOUR EMERGENCY CALL TO BE ROUTED TO THE WRONG PUBLIC SAFETY ANSWERING POINT (PSAP) OR CAUSE EMERGENCY RESPONDERS TO BE DISPATCHED TO THE WRONG ADDRESS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF YOUR REGISTERED LOCATION AND CONTACT INFORMATION BY PROVIDING, MAINTAINING, AND UPDATING SUCH INFORMATION FOR YOUR ACCOUNT. YOU ARE ALSO RESPONSIBLE FOR PERIODICALLY CHECKING THAT YOUR COMMUNICATIONS INFRASTRUCTURE IS PROPERLY CONFIGURED FOR EMERGENCY CALLING. You can verify that your Registered Location is correct via the following methods:
(a) By dialing 933 to be connected to an automated system that will read back the Podium Phones phone number you are calling from, along with the address associated with that number; or
(b) By visiting the “Phones Settings” page of the Podium portal and viewing your contact information on record.
Necessary updates to your information can be made in “Phones Settings.” Any changes you make to your Registered Location will take effect once you have saved them in “Phones Settings.”
10.3. Emergency Calling via Mobile Web Phone. If you attempt to make an emergency call using the Mobile Web Phone on your own device, the Phones application will close and will route that call to your device’s native dialer. If the device you are using does not have a native dialer (or the device does not have an active wireless cellular service), you will not be able to make the emergency call. Where possible you should make any emergency call directly using the native dialer on your device.
10.4. Additional Phones Limitations.
10.4.1. Emergency calling through Phones will not function if: (a) you experience an internet failure or power outage; (b) your broadband, ISP, or Phones services are terminated or suspended; or (c) your system access equipment fails or is not configured correctly. Network congestion may also delay or prevent completion of any emergency call. You will not be able to complete an emergency call if you move to a physical location outside the country in which Phones services are provided.
10.4.2. The availability of certain features, such as transmission of a Registered Location, depends on whether local emergency response centers support those features, and other factors outside of Podium’s control. Podium relies on qualified third parties to assist us in routing emergency calls and text messages to emergency response centers. Podium does not have control over emergency response centers, emergency responders, or other third parties.
10.5. Client Notice Obligations. YOUR USE, AND USE BY YOUR EMPLOYEES, AUTHORIZED USERS, GUESTS, AND OTHER THIRD PARTIES, OF PODIUM PHONES IS SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN. You are responsible for notifying any user or potential user(s) of Phones, including but not limited to your Authorized Users, of the limitations of Phones emergency calls. If you receive any label or sticker from Podium relating to emergency services, you must attach that label or sticker where it is visible on any Desk Phone you or your End Users may use in connection with Phones services.
10.6. Client Indemnity. Client will indemnify and hold harmless Podium Entities from and against any and all third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (i) Client’s incorrect information; (ii) Client’s failure to properly notify any person who may place calls using Phones of the emergency calling limitations; or (iii) the absence, failure, or outage of emergency calling using Phones for any reason; and (iv) the inability of any user of Phones to be able to access emergency service personnel for any reason.
10.7. Disclaimer. Neither Podium nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold Podium harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services. Podium disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Client to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Podium from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.
Effective May 17th 2024 to May 17th 2024
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PODIUM PHONES SERVICE TERMS
By using or accessing Podium’s Phones Service (“Phones”) (formerly, Voice), or by signing or clicking to accept to any Subscription Documentation that includes Phones or references these terms, you (“you” or “Client”) agree to be bound by the following terms and conditions (the “Phones Service Terms”).
These Phones Service Terms incorporate by this reference the Podium Terms of Service (currently available at: https://legal.podium.com/#termsofservice-us) (the “Podium Terms of Service”) as may be updated from time to time, which, among other terms, contain provisions governing the resolution of claims (see Section 13 (Disclaimers), Section 14 (Limitations of Liability), Section 15 (Dispute Resolution), and Section 16 (General) of the Podium Terms of Service). In the event of any conflict or inconsistency between these Phones Service Terms and the Podium Terms of Service, these Phones Service Terms will govern.
Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Phones Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references to the “Agreement” will include these Phones Service Terms.
1. DEFINITIONS
1.1. “Phones Service Provider(s)” means the third-party service provider(s) used by Podium to facilitate certain features of Phones. Podium may add or remove Phones Service Providers from time to time.
1.2. “Desk Phone Products” or “Desk Phones” means the physical device and any hardware and accessories provided or made available by Podium as part of Phones. Any software and/or firmware preinstalled on, or distributed with, the Desk Phone Products forms part of the Desk Phone Products. Desk Phones are currently available to Phones clients in the United States only.
1.3. “Web Phone” means the software-based phone available within the Phones desktop application (“Desktop Web Phone”) or the Phones mobile application (“Mobile Web Phone”) that allows Podium clients to make phone calls through a properly equipped and configured computer or mobile device, without the need for Desk Phone Products.
2. SERVICES.
2.1. Podium Phones. Podium Phones is a voice over internet protocol (“VoIP”) phone system integrated with Podium software to support communication with Client’s Customers. Subject to the performance of Client’s duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide Client with access to Phones. Podium Phones includes software, hardware, and other related elements. In order to access and fully use Phones, Client must register for and maintain an active account and Subscription with Podium. Client understands and agrees that Phones may be used in the United States and Australia only. Podium Phones is powered by Podium Voice, LLC, which is a regulated affiliate of Podium. Podium Voice, LLC is a third-party beneficiary of this Agreement and will be entitled to enforce the terms and conditions as if it were a party to the Agreement.
2.2. Phones Professional Network Optimization. Phones Professional Network Optimization ("Network Optimization") is a program Podium makes available whereby we connect you with certain Third-Party Providers to perform Network Optimization services that may include: (a) assessment of your network to support VoIP compatibility and sufficient speed; (b) updating your network settings and configuration to improve performance (includes running up to 1 ethernet line (<50 feet)); (c) recommendations for network and hardware updates; (d) a physical desk phone installation session; (e) 30-day (from the date of installation), limited warranty services provided. optimization is available to phones clients in united states>
2.2.1. Podium does not perform your Network Optimization and has no responsibility or liability for the Network Optimization services. Podium partners with certain Third-Party Providers, who are independent of Podium, who will provide the Network Optimization services you purchase. These providers are not employees, subcontractors, or agents of Podium. For your convenience, you will pay for the Network Optimization services as defined above through Podium, who will accept payment on behalf of the Third-Party Provider that completes your Network Optimization. The Third-Party Provider may have additional terms and conditions, which Client may be required to accept prior to receiving the Network Optimization. Additionally, if you purchase or wish to purchase any additional services from the Third-Party Provider, beyond those expressly described herein or on your applicable Subscription Documentation, you must contract with and pay any applicable fees to the Third-Party Provider directly.
2.2.2. By purchasing Network Optimization, Client authorizes Podium to share Client’s contact information with a Third-Party Provider and, as necessary, to allow the Third-Party Provider to access Client’s Podium Platform account for the purposes of providing Network Optimization services. Podium will not be responsible or liable in any manner for any negligent or intentional acts of the Third-Party Provider relating to the Network Optimization services or Client’s Podium account.
3. CLIENT OBLIGATIONS.
3.1. Client Data. In addition to Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium (or a Phones Service Provider, as applicable) any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of Phones, Client grants Podium, and its respective affiliates, a worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s and Phones Service Provider’s third-party service providers) in order to provide the Phones Services to Client and (ii) to enable Phones Service Provider(s) to use Client Data to: (a) provide the Phones Service Provider’s services to its (and its affiliates) other clients, as necessary; and (b) analyze and improve, and incorporate Client Data into, the Phones Service Provider’s products, systems, and tools. Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable Law, provided that to the extent permitted under applicable Law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Phones Service Terms) after the expiration or termination of your applicable Subscription Documentation.
3.2. Compliance with Laws and Terms. Client understands and agrees that Client will, for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing Phones; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use Phones only in compliance with all Laws, the terms of this Agreement, including Podium’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://legal.podium.com/#aup-us), and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its (and its Authorized Users') compliance with applicable Laws, these Phones Service Terms, and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Client also understands and agrees that it must not make any attempts to break or circumvent any security measures or rate limits of the Services, or to evade detection of a violation of these Phones Service Terms or the Law when using the Services. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated these Phones Service Terms.
3.3. Recording. Client understands and agrees that the Services may include certain features or functionality that allow Client to record or transcribe certain audio and other data related to communications made using the Services. If Client uses this functionality, Client is solely responsible for complying (and ensuring all its Authorized Users comply) with applicable Laws in the jurisdictions in which it uses this functionality. Podium disclaims all liability for your use of these recording and transcribing features, and you agree to hold Podium harmless for all liabilities related to your use of these features.
3.4. Account Use and Security. Client is solely responsible and accepts full liability for all use of its Phones Service, with or without Client’s permission. Client is solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject it to a higher level of risk for fraudulent activity. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Additionally, unless otherwise specified in your applicable Subscription Documentation, your use of Phones is subject to the applicable Scope of Use limits listed at https://www.podium.com/pricing/. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions. If specific Scope of Use Limits have not been expressly designated for your Phones Services, or the Services you’ve purchased have been designated as “unlimited”, such Services are intended (and may be used only) for normal business use in compliance with the Agreement, including the AUP and your Subscription Documentation. Because any unusually high or excessive usage of Phones, or use of Phones beyond any applicable Scope of Use limit(s), may impair Podium’s ability to provide the Services to you and other Podium users, in the event that Podium discovers or reasonably suspects the occurrence of excessive, unauthorized, or prohibited usage of Phones, Podium reserves the right to take actions it deems reasonably necessary to prevent or stop such usage (including suspending or terminating your use of or access to the Services) without prior notice.
3.5. Responsibility for System and Technical Requirements. Client understands and agrees that Phones is a VoIP phone service and there are many factors that may impact Client's ability to use Phones, including but not limited to network speeds and bandwidth, network connectivity, hardware, and other factors outside Podium’s control. Except for the limited scope of services and warranty available to Client upon the purchase of Network Optimization, Client remains solely responsible for maintaining sufficient internet access, network connectivity, power, and other technical requirements necessary to enable its use of Phones.
3.5.1. Where possible, Podium will perform a network quality test prior to your purchase of Phones. This test will assess download and upload speeds, download and upload packet loss, as well as the number of devices on your network at the time of the test. If, following this initial test, your network quality does not meet the minimum requirements to support Phones, before you may purchase a Phones Subscription, you will be required to: (1) purchase Network Optimization; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements. You will also be required to: 1) purchase Network Optimization; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements, if Podium is unable to perform a pre-purchase network test, or your network passes the initial, pre-purchase test, but fails a second network quality test, performed by Podium during the post-purchase onboarding process.
3.5.2. Client understands and agrees that it is fully responsible for maintaining sufficient internet access, network connectivity, power, and other system and technical requirements necessary to enable the use of Phones, including following the completion of any purchased Network Optimization and any applicable Network Optimization warranty period.
3.5.3. Additionally, Clients understands and agrees that, whether or not it purchases Network Optimization, Client may not cancel or otherwise terminate its Phones Subscription, nor will Podium provide any refunds or service credits, due to network, hardware, or other issues caused by factors outside Podium’s direct control.
4. TERM AND TERMINATION
4.1. This Agreement will begin on the start date of the applicable Subscription Documentation for Phones and will remain in effect until the applicable Subscription Term has expired or the Subscription is terminated as expressly permitted by your Subscription Documentation.
5. OWNERSHIP AND RIGHTS.
5.1. These Phones Service Terms do not grant any rights or licenses in Phones, Desk Phone Products, Podium Technology, or related software other than as expressly stated in these Phones Service Terms. As between the parties, Podium owns all rights, title, and interest, including all intellectual property rights, in and to Phones, Desk Phone Products, and software. All rights not expressly granted are reserved.
6. FEES AND PAYMENT.
6.1. Unless otherwise specified in the applicable Subscription Documentation, Phones is provided on an ongoing, per-license subscription basis, including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the applicable Subscription Documentation or Agreement, as applicable. Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle, including Phones (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Agreement (collectively, the “Fees”). Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
6.2. Client will be responsible for all applicable taxes and fees accrued through Client’s use of Phones. These charges may change from time to time and vary depending on federal, state, and local rules. Podium may charge Client for applicable taxes and fees through Client’s invoice.
6.3. For Phones Clients Located in Australia Only. Please review our Australia Financial Hardship Policy if you are experiencing unexpected financial difficulties that may affect your ability to meet your Phones Service obligations.
7. DESK PHONE PRODUCTS.
7.1. Desk Phone Products are manufactured by third parties and are resold by Podium. All Desk Phone Products features, specifications, and prices are subject to change at any time. Podium does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that the Desk Phone Products are available for lease or purchase. Podium is not obligated to accept any Subscription Documentation for the purchase of Desk Phone Products, and Podium may cancel accepted Subscription Documentation at any time if Podium is unable to fulfill the purchase request for any reason. If Podium cancels your Subscription Documentation for the purchase of Desk Phone Products because it is unable to fulfill the purchase request for any reason, Podium will fully refund the purchase fees prepaid by you for such Desk Phone Products.
7.2. The following terms apply to Desk Phone Products purchased by Client (as specified in Client’s Subscription Documentation):
7.2.1. Podium will deliver the Desk Phone Products to the delivery address specified in your Subscription Documentation, at which time risk of loss will pass to you. Podium will use commercially reasonable efforts to provide you with an estimated delivery date for each Desk Phone Product; however, such delivery date is a good-faith estimate only and is not binding on Podium.
7.2.2. Title to each Desk Phone Product will transfer to you upon: (a) your payment of all applicable purchase fees in respect of such Desk Phone Product and (b) delivery of the Desk Phone Product in accordance with this Section 7, whichever is later.
7.2.3. Client must immediately notify Podium in the event a Desk Phone is lost or stolen after it has been received by Client.
7.3. Your use of the Desk Phone Products is: (a) subject to the terms of the Podium Terms of Service, Acceptable Use Policy, these Phones Service Terms, and any additional terms set forth in the applicable Subscription Documentation; (b) limited to use in conjunction with the Phones and Desk Phone Services and other Podium Services; and (c) limited to use by competent trained employees, authorized by Client to operate or use Desk Phone Products, and with adequate security measures in place to safeguard Desk Phone Products and data collected by, and held on, Desk Phone Products.
7.4. You will not, and neither will you permit any third party to: (a) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Desk Phone Product; (b) work around any of the technical limitations implemented in a Desk Phone Product or enable functionality that is disabled or prohibited; (c) reverse engineer or attempt to reverse engineer a Desk Phone Products except as expressly permitted by applicable Law; (d) perform or attempt to perform any actions that would interfere with the normal operation of a Desk Phone Product or impact the use of the Desk Phone Products by other users; (e) use the Desk Phone Products in any manner not permitted hereunder or for any purpose other than commercial purposes; (f) use the Desk Phone Product in any location other than the registered location or move the Desk Phone Products to a new location without registering the device to its new location; (g) remove, modify, deface, or replace any of Podium’s or any Phones Service Provider’s proprietary notices or marks which appear on or are affixed to a Desk Phone Product; or (h) use the Desk Phone Products to violate any applicable Laws, including any laws and regulations related to notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Desk Phone Products.
7.5. Except as otherwise expressly stated herein, you are responsible for installing, integrating, and maintaining the Desk Phone Products, which includes updating the software as may be required by Podium or its Phones Service Provider(s) from time to time. Podium may make updates to the Desk Phone Products available to you. You must install these updates to continue using the Desk Phone Products. Podium will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Phones Service Terms unless other terms are provided with the updates.
7.6. Unless otherwise expressly provided in an applicable Subscription Documentation, Client will pay the purchase fee in full upon placing the order for purchase of the Desk Phone Product.
8. LIMITED DESK PHONE WARRANTY AND SUPPORT.
8.1. Podium provides a one-year limited warranty against defective materials and faulty workmanship in a Desk Phone Product. The warranty period starts on the date of your original purchase of the Desk Phone Products from Podium and ends one year after that date. If you submit a claim during this warranty period that is within the scope of the limited warranty, follow Podium’s instructions for returning the Desk Phone Product, and it appears that any product or part thereof contains a defect in materials or workmanship, Podium will at its option, to the extent permitted by applicable Law, either repair the Desk Phone Product, replace the Desk Phone Product, or refund to you all or part of the purchase price of the Desk Phone Product. This limited warranty applies only to unaltered hardware components of the Desk Phone Products that are used in accordance with these Phones Service Terms and not subject to accident, misuse, or neglect. Desk Phone Products with the original factory serial number removed, defaced, or altered will not receive the original manufacturer’s warranty coverage.
8.2. This limited warranty is provided by Podium and not the Phones Service Provider. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights. To make a warranty claim, please contact Podium. Podium will provide you with information about how to return your Desk Phone Products.
8.3. THE PHONES SERVICES AND DESK PHONE PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY STATED IN THESE PHONES TERMS, PODIUM PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE DESK PHONE PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT, AS WELL AS ANY OTHER IMPLIED WARRANTIES, SUCH AS WARRANTIES REGARDING DATA LOSS, AVAILABILITY, ACCURACY, FUNCTIONALITY, AND LACK OF VIRUSES. THIS SECTION 8.3 APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY LIMITATIONS AND DISCLAIMERS THAT MAY BE CONTAINED IN THE PODIUM TERMS OF SERVICE. ANY WARRANTIES, GUARANTEES, OR CONDITIONS THAT CANNOT BE DISCLAIMED AS A MATTER OF LAW, BUT WHICH MAY BE LIMITED IN DURATION, LAST FOR ONE YEAR FROM THE DATE ON WHICH YOU RECEIVE A DESK PHONE PRODUCT. Use of the Desk Phone Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Hardware Products to not function correctly. As a consequence, all such use is at your own risk.
9. PHONE NUMBER PORTING.
9.1. Port-In Requests. If you request Podium to port (i.e., transfer) your phone number to Phones, you must execute a letter of authorization (“LOA”) provided to you by Podium, including all required information, and authorizing Podium and its Phones Service Provider to initiate the porting process. By authorizing the porting process, you understand and agree that: (a) the ability to complete the port is subject to validation that your number(s)/service can be ported; (b) you may experience an interruption or change to your telecommunications service during or as a result of the porting process, and Podium assumes no responsibility for any lost communication that may occur during the porting process or for any delays or failures in the porting process that are caused by factors outside Podium’s control; (c) if you are ending an existing contract with your current telecommunications provider early as part of the porting process, you may have to pay a cancellation fee or penalty to that provider and you are solely responsible for any such fee or penalty; (d) Podium will use reasonable efforts to notify you that the porting process is complete when it occurs. Additionally, if you have any questions or complaints about the porting process, you can contact our Customer Support team here.
9.2. Port-Out Requests. As required by Law, Podium will comply with a valid request to port the number associated with your Phones account to another service provider. You understand and agree, however, that any such port-out request does not relieve you of any payment or other contractual obligations remaining under your existing agreement with Podium at the time of the request, and that you will be responsible to pay any remaining balance owed to Podium even after the port-out has been completed. You may also be subject to fees or charges applicable to the port-out request, which Podium may communicate to you in writing prior to or at the time of your port-out request. Additionally, you understand and agree that you must provide to Podium all documentation and information necessary to complete the port-out request, follow all processes required by Podium and the service provider to which you are porting your number in order to facilitate the request, and comply with all Laws and any third-party terms applicable to your port-out request. Podium will not be responsible for any delays or failures in the porting process, if such delays or failures are caused by factors outside Podium’s control, or for any service interruptions or downtime that occurs during the porting.
9.3. Number Releases. Upon termination of your Podium account, including your Phones services, any phone numbers associated with your account which have not been previously ported to another service provider may be released. You must, therefore, ensure that you coordinate the porting of your number before your Podium Subscription ends or is otherwise terminated.
10. EMERGENCY SERVICES
10.1. Overview of Emergency Services. Because Phones is a VoIP service the emergency calling services available through Phones operate differently from traditional emergency calling services and have certain limitations. If you are not comfortable with these limitations, you must utilize alternate means of accessing emergency services. By using Phones, you represent and warrant that you understand the limitations of emergency services available through Phones, and you agree to comply with your obligations as set forth in these Phones Service Terms.
10.2. Emergency Calls using Desk Phone(s) & Desktop Web Phone(s). When you use a Desk Phone or the Desktop Web Phone (see Section 10.3 for information on Mobile Web Phones) to make an emergency call, Phones relies on the information, including physical address, associated with your Phones account to route emergency calls to the nearest emergency responder(s). Accordingly, you are required to register a physical location address (“Registered Location”) when you activate your Phones account. If you change your location, you must immediately update your Registered Location, according to the process set forth below. If you have not updated your address to ensure its accuracy or if you are calling from an address other than your Registered Location, emergency services may be delayed. If no address is available, Phones will route the emergency call to a national emergency response center. When making an emergency call, it is also possible that, due to certain technical limitations, the dispatcher may not receive your contact information. You should, therefore, immediately inform the dispatcher of your location (or the location of the emergency) and other contact information. Do not disconnect the emergency call until told to do so by the dispatcher.
10.2.1. Confirming and Updating your Registered Location. USE OF PHONES FROM A LOCATION OTHER THAN YOUR REGISTERED LOCATION MAY CAUSE YOUR EMERGENCY CALL TO BE ROUTED TO THE WRONG PUBLIC SAFETY ANSWERING POINT (PSAP) OR CAUSE EMERGENCY RESPONDERS TO BE DISPATCHED TO THE WRONG ADDRESS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF YOUR REGISTERED LOCATION AND CONTACT INFORMATION BY PROVIDING, MAINTAINING, AND UPDATING SUCH INFORMATION FOR YOUR ACCOUNT. YOU ARE ALSO RESPONSIBLE FOR PERIODICALLY CHECKING THAT YOUR COMMUNICATIONS INFRASTRUCTURE IS PROPERLY CONFIGURED FOR EMERGENCY CALLING. You can verify that your Registered Location is correct via the following methods:
(a) By dialing 933 to be connected to an automated system that will read back the Podium Phones phone number you are calling from, along with the address associated with that number; or
(b) By visiting the “Phones Settings” page of the Podium portal and viewing your contact information on record.
Necessary updates to your information can be made in “Phones Settings.” Any changes you make to your Registered Location will take effect once you have saved them in “Phones Settings.”
10.3. Emergency Calling via Mobile Web Phone. If you attempt to make an emergency call using the Mobile Web Phone on your own device, the Phones application will close and will route that call to your device’s native dialer. If the device you are using does not have a native dialer (or the device does not have an active wireless cellular service), you will not be able to make the emergency call. Where possible you should make any emergency call directly using the native dialer on your device.
10.4. Additional Phones Limitations.
10.4.1. Emergency calling through Phones will not function if: (a) you experience an internet failure or power outage; (b) your broadband, ISP, or Phones services are terminated or suspended; or (c) your system access equipment fails or is not configured correctly. Network congestion may also delay or prevent completion of any emergency call. You will not be able to complete an emergency call if you move to a physical location outside the country in which Phones services are provided.
10.4.2. The availability of certain features, such as transmission of a Registered Location, depends on whether local emergency response centers support those features, and other factors outside of Podium’s control. Podium relies on qualified third parties to assist us in routing emergency calls and text messages to emergency response centers. Podium does not have control over emergency response centers, emergency responders, or other third parties.
10.5. Client Notice Obligations. YOUR USE, AND USE BY YOUR EMPLOYEES, AUTHORIZED USERS, GUESTS, AND OTHER THIRD PARTIES, OF PODIUM PHONES IS SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN. You are responsible for notifying any user or potential user(s) of Phones, including but not limited to your Authorized Users, of the limitations of Phones emergency calls. If you receive any label or sticker from Podium relating to emergency services, you must attach that label or sticker where it is visible on any Desk Phone you or your End Users may use in connection with Phones services.
10.6. Client Indemnity. Client will indemnify and hold harmless Podium Entities from and against any and all third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (i) Client’s incorrect information; (ii) Client’s failure to properly notify any person who may place calls using Phones of the emergency calling limitations; or (iii) the absence, failure, or outage of emergency calling using Phones for any reason; and (iv) the inability of any user of Phones to be able to access emergency service personnel for any reason.
10.7. Disclaimer. Neither Podium nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold Podium harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services. Podium disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Client to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Podium from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.
Effective May 17th 2024 to May 17th 2024
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PODIUM PHONES SERVICE TERMS
By using or accessing Podium’s Phones Service (“Phones”) (formerly, Voice), or by signing or clicking to accept to any Subscription Documentation that includes Phones or references these terms, you (“you” or “Client”) agree to be bound by the following terms and conditions (the “Phones Service Terms”).
These Phones Service Terms incorporate by this reference the Podium Terms of Service (currently available at: https://legal.podium.com/#termsofservice-us) (the “Podium Terms of Service”) as may be updated from time to time, which, among other terms, contain provisions governing the resolution of claims (see Section 13 (Disclaimers), Section 14 (Limitations of Liability), Section 15 (Dispute Resolution), and Section 16 (General) of the Podium Terms of Service). In the event of any conflict or inconsistency between these Phones Service Terms and the Podium Terms of Service, these Phones Service Terms will govern.
Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Phones Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references to the “Agreement” will include these Phones Service Terms.
1. DEFINITIONS
1.1. “Phones Service Provider(s)” means the third-party service provider(s) used by Podium to facilitate certain features of Phones. Podium may add or remove Phones Service Providers from time to time.
1.2. “Desk Phone Products” or “Desk Phones” means the physical device and any hardware and accessories provided or made available by Podium as part of Phones. Any software and/or firmware preinstalled on, or distributed with, the Desk Phone Products forms part of the Desk Phone Products. Desk Phones are currently available to Phones clients in the United States only.
1.3. “Web Phone” means the software-based phone available within the Phones desktop application (“Desktop Web Phone”) or the Phones mobile application (“Mobile Web Phone”) that allows Podium clients to make phone calls through a properly equipped and configured computer or mobile device, without the need for Desk Phone Products.
2. SERVICES.
2.1. Podium Phones. Podium Phones is a voice over internet protocol (“VoIP”) phone system integrated with Podium software to support communication with Client’s Customers. Subject to the performance of Client’s duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide Client with access to Phones. Podium Phones includes software, hardware, and other related elements. In order to access and fully use Phones, Client must register for and maintain an active account and Subscription with Podium. Client understands and agrees that Phones may be used in the United States and Australia only. Podium Phones is powered by Podium Voice, LLC, which is a regulated affiliate of Podium. Podium Voice, LLC is a third-party beneficiary of this Agreement and will be entitled to enforce the terms and conditions as if it were a party to the Agreement.
2.2. Phones Professional Network Optimization. Phones Professional Network Optimization ("Network Optimization") is a program Podium makes available whereby we connect you with certain Third-Party Providers to perform Network Optimization services that may include: (a) assessment of your network to support VoIP compatibility and sufficient speed; (b) updating your network settings and configuration to improve performance (includes running up to 1 ethernet line (<50 feet)); (c) recommendations for network and hardware updates; (d) a physical desk phone installation session; (e) 30-day (from the date of installation), limited warranty services provided. optimization is currently available to phones clients in united states.
2.2.1. Podium does not perform your Network Optimization and has no responsibility or liability for the Network Optimization services. Podium partners with certain Third-Party Providers, who are independent of Podium, who will provide the Network Optimization services you purchase. These providers are not employees, subcontractors, or agents of Podium. For your convenience, you will pay for the Network Optimization services as defined above through Podium, who will accept payment on behalf of the Third-Party Provider that completes your Network Optimization. The Third-Party Provider may have additional terms and conditions, which Client may be required to accept prior to receiving the Network Optimization. Additionally, if you purchase or wish to purchase any additional services from the Third-Party Provider, beyond those expressly described herein or on your applicable Subscription Documentation, you must contract with and pay any applicable fees to the Third-Party Provider directly.
2.2.2. By purchasing Network Optimization, Client authorizes Podium to share Client’s contact information with a Third-Party Provider and, as necessary, to allow the Third-Party Provider to access Client’s Podium Platform account for the purposes of providing Network Optimization services. Podium will not be responsible or liable in any manner for any negligent or intentional acts of the Third-Party Provider relating to the Network Optimization services or Client’s Podium account.
3. CLIENT OBLIGATIONS.
3.1. Client Data. In addition to Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium (or a Phones Service Provider, as applicable) any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of Phones, Client grants Podium, and its respective affiliates, a worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s and Phones Service Provider’s third-party service providers) in order to provide the Phones Services to Client and (ii) to enable Phones Service Provider(s) to use Client Data to: (a) provide the Phones Service Provider’s services to its (and its affiliates) other clients, as necessary; and (b) analyze and improve, and incorporate Client Data into, the Phones Service Provider’s products, systems, and tools. Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable Law, provided that to the extent permitted under applicable Law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Phones Service Terms) after the expiration or termination of your applicable Subscription Documentation.
3.2. Compliance with Laws and Terms. Client understands and agrees that Client will, for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing Phones; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use Phones only in compliance with all Laws, the terms of this Agreement, including Podium’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://legal.podium.com/#aup-us), and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its (and its Authorized Users') compliance with applicable Laws, these Phones Service Terms, and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Client also understands and agrees that it must not make any attempts to break or circumvent any security measures or rate limits of the Services, or to evade detection of a violation of these Phones Service Terms or the Law when using the Services. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated these Phones Service Terms.
3.3. Recording. Client understands and agrees that the Services may include certain features or functionality that allow Client to record or transcribe certain audio and other data related to communications made using the Services. If Client uses this functionality, Client is solely responsible for complying (and ensuring all its Authorized Users comply) with applicable Laws in the jurisdictions in which it uses this functionality. Podium disclaims all liability for your use of these recording and transcribing features, and you agree to hold Podium harmless for all liabilities related to your use of these features.
3.4. Account Use and Security. Client is solely responsible and accepts full liability for all use of its Phones Service, with or without Client’s permission. Client is solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject it to a higher level of risk for fraudulent activity. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Additionally, unless otherwise specified in your applicable Subscription Documentation, your use of Phones is subject to the applicable Scope of Use limits listed at https://www.podium.com/pricing/. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions. If specific Scope of Use Limits have not been expressly designated for your Phones Services, or the Services you’ve purchased have been designated as “unlimited”, such Services are intended (and may be used only) for normal business use in compliance with the Agreement, including the AUP and your Subscription Documentation. Because any unusually high or excessive usage of Phones, or use of Phones beyond any applicable Scope of Use limit(s), may impair Podium’s ability to provide the Services to you and other Podium users, in the event that Podium discovers or reasonably suspects the occurrence of excessive, unauthorized, or prohibited usage of Phones, Podium reserves the right to take actions it deems reasonably necessary to prevent or stop such usage (including suspending or terminating your use of or access to the Services) without prior notice.
3.5. Responsibility for System and Technical Requirements. Client understands and agrees that Phones is a VoIP phone service and there are many factors that may impact Client's ability to use Phones, including but not limited to network speeds and bandwidth, network connectivity, hardware, and other factors outside Podium’s control. Except for the limited scope of services and warranty available to Client upon the purchase of Network Optimization, Client remains solely responsible for maintaining sufficient internet access, network connectivity, power, and other technical requirements necessary to enable its use of Phones.
3.5.1. Where possible, Podium will perform a network quality test prior to your purchase of Phones. This test will assess download and upload speeds, download and upload packet loss, as well as the number of devices on your network at the time of the test. If, following this initial test, your network quality does not meet the minimum requirements to support Phones, before you may purchase a Phones Subscription, you will be required to: (1) purchase Network Optimization; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements. You will also be required to: 1) purchase Network Optimization; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements, if Podium is unable to perform a pre-purchase network test, or your network passes the initial, pre-purchase test, but fails a second network quality test, performed by Podium during the post-purchase onboarding process.
3.5.2. Client understands and agrees that it is fully responsible for maintaining sufficient internet access, network connectivity, power, and other system and technical requirements necessary to enable the use of Phones, including following the completion of any purchased Network Optimization and any applicable Network Optimization warranty period.
3.5.3. Additionally, Clients understands and agrees that, whether or not it purchases Network Optimization, Client may not cancel or otherwise terminate its Phones Subscription, nor will Podium provide any refunds or service credits, due to network, hardware, or other issues caused by factors outside Podium’s direct control.
4. TERM AND TERMINATION
4.1. This Agreement will begin on the start date of the applicable Subscription Documentation for Phones and will remain in effect until the applicable Subscription Term has expired or the Subscription is terminated as expressly permitted by your Subscription Documentation.
5. OWNERSHIP AND RIGHTS.
5.1. These Phones Service Terms do not grant any rights or licenses in Phones, Desk Phone Products, Podium Technology, or related software other than as expressly stated in these Phones Service Terms. As between the parties, Podium owns all rights, title, and interest, including all intellectual property rights, in and to Phones, Desk Phone Products, and software. All rights not expressly granted are reserved.
6. FEES AND PAYMENT.
6.1. Unless otherwise specified in the applicable Subscription Documentation, Phones is provided on an ongoing, per-license subscription basis, including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the applicable Subscription Documentation or Agreement, as applicable. Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle, including Phones (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Agreement (collectively, the “Fees”). Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
6.2. Client will be responsible for all applicable taxes and fees accrued through Client’s use of Phones. These charges may change from time to time and vary depending on federal, state, and local rules. Podium may charge Client for applicable taxes and fees through Client’s invoice.
6.3. For Phones Clients Located in Australia Only. Please review our Australia Financial Hardship Policy if you are experiencing unexpected financial difficulties that may affect your ability to meet your Phones Service obligations.
7. DESK PHONE PRODUCTS.
7.1. Desk Phone Products are manufactured by third parties and are resold by Podium. All Desk Phone Products features, specifications, and prices are subject to change at any time. Podium does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that the Desk Phone Products are available for lease or purchase. Podium is not obligated to accept any Subscription Documentation for the purchase of Desk Phone Products, and Podium may cancel accepted Subscription Documentation at any time if Podium is unable to fulfill the purchase request for any reason. If Podium cancels your Subscription Documentation for the purchase of Desk Phone Products because it is unable to fulfill the purchase request for any reason, Podium will fully refund the purchase fees prepaid by you for such Desk Phone Products.
7.2. The following terms apply to Desk Phone Products purchased by Client (as specified in Client’s Subscription Documentation):
7.2.1. Podium will deliver the Desk Phone Products to the delivery address specified in your Subscription Documentation, at which time risk of loss will pass to you. Podium will use commercially reasonable efforts to provide you with an estimated delivery date for each Desk Phone Product; however, such delivery date is a good-faith estimate only and is not binding on Podium.
7.2.2. Title to each Desk Phone Product will transfer to you upon: (a) your payment of all applicable purchase fees in respect of such Desk Phone Product and (b) delivery of the Desk Phone Product in accordance with this Section 7, whichever is later.
7.2.3. Client must immediately notify Podium in the event a Desk Phone is lost or stolen after it has been received by Client.
7.3. Your use of the Desk Phone Products is: (a) subject to the terms of the Podium Terms of Service, Acceptable Use Policy, these Phones Service Terms, and any additional terms set forth in the applicable Subscription Documentation; (b) limited to use in conjunction with the Phones and Desk Phone Services and other Podium Services; and (c) limited to use by competent trained employees, authorized by Client to operate or use Desk Phone Products, and with adequate security measures in place to safeguard Desk Phone Products and data collected by, and held on, Desk Phone Products.
7.4. You will not, and neither will you permit any third party to: (a) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Desk Phone Product; (b) work around any of the technical limitations implemented in a Desk Phone Product or enable functionality that is disabled or prohibited; (c) reverse engineer or attempt to reverse engineer a Desk Phone Products except as expressly permitted by applicable Law; (d) perform or attempt to perform any actions that would interfere with the normal operation of a Desk Phone Product or impact the use of the Desk Phone Products by other users; (e) use the Desk Phone Products in any manner not permitted hereunder or for any purpose other than commercial purposes; (f) use the Desk Phone Product in any location other than the registered location or move the Desk Phone Products to a new location without registering the device to its new location; (g) remove, modify, deface, or replace any of Podium’s or any Phones Service Provider’s proprietary notices or marks which appear on or are affixed to a Desk Phone Product; or (h) use the Desk Phone Products to violate any applicable Laws, including any laws and regulations related to notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Desk Phone Products.
7.5. Except as otherwise expressly stated herein, you are responsible for installing, integrating, and maintaining the Desk Phone Products, which includes updating the software as may be required by Podium or its Phones Service Provider(s) from time to time. Podium may make updates to the Desk Phone Products available to you. You must install these updates to continue using the Desk Phone Products. Podium will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Phones Service Terms unless other terms are provided with the updates.
7.6. Unless otherwise expressly provided in an applicable Subscription Documentation, Client will pay the purchase fee in full upon placing the order for purchase of the Desk Phone Product.
8. LIMITED DESK PHONE WARRANTY AND SUPPORT.
8.1. Podium provides a one-year limited warranty against defective materials and faulty workmanship in a Desk Phone Product. The warranty period starts on the date of your original purchase of the Desk Phone Products from Podium and ends one year after that date. If you submit a claim during this warranty period that is within the scope of the limited warranty, follow Podium’s instructions for returning the Desk Phone Product, and it appears that any product or part thereof contains a defect in materials or workmanship, Podium will at its option, to the extent permitted by applicable Law, either repair the Desk Phone Product, replace the Desk Phone Product, or refund to you all or part of the purchase price of the Desk Phone Product. This limited warranty applies only to unaltered hardware components of the Desk Phone Products that are used in accordance with these Phones Service Terms and not subject to accident, misuse, or neglect. Desk Phone Products with the original factory serial number removed, defaced, or altered will not receive the original manufacturer’s warranty coverage.
8.2. This limited warranty is provided by Podium and not the Phones Service Provider. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights. To make a warranty claim, please contact Podium. Podium will provide you with information about how to return your Desk Phone Products.
8.3. THE PHONES SERVICES AND DESK PHONE PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY STATED IN THESE PHONES TERMS, PODIUM PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE DESK PHONE PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT, AS WELL AS ANY OTHER IMPLIED WARRANTIES, SUCH AS WARRANTIES REGARDING DATA LOSS, AVAILABILITY, ACCURACY, FUNCTIONALITY, AND LACK OF VIRUSES. THIS SECTION 8.3 APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY LIMITATIONS AND DISCLAIMERS THAT MAY BE CONTAINED IN THE PODIUM TERMS OF SERVICE. ANY WARRANTIES, GUARANTEES, OR CONDITIONS THAT CANNOT BE DISCLAIMED AS A MATTER OF LAW, BUT WHICH MAY BE LIMITED IN DURATION, LAST FOR ONE YEAR FROM THE DATE ON WHICH YOU RECEIVE A DESK PHONE PRODUCT. Use of the Desk Phone Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Hardware Products to not function correctly. As a consequence, all such use is at your own risk.
9. PHONE NUMBER PORTING.
9.1. Port-In Requests. If you request Podium to port (i.e., transfer) your phone number to Phones, you must execute a letter of authorization (“LOA”) provided to you by Podium, including all required information, and authorizing Podium and its Phones Service Provider to initiate the porting process. By authorizing the porting process, you understand and agree that: (a) the ability to complete the port is subject to validation that your number(s)/service can be ported; (b) you may experience an interruption or change to your telecommunications service during or as a result of the porting process, and Podium assumes no responsibility for any lost communication that may occur during the porting process or for any delays or failures in the porting process that are caused by factors outside Podium’s control; (c) if you are ending an existing contract with your current telecommunications provider early as part of the porting process, you may have to pay a cancellation fee or penalty to that provider and you are solely responsible for any such fee or penalty; (d) Podium will use reasonable efforts to notify you that the porting process is complete when it occurs. Additionally, if you have any questions or complaints about the porting process, you can contact our Customer Support team here.
9.2. Port-Out Requests. As required by Law, Podium will comply with a valid request to port the number associated with your Phones account to another service provider. You understand and agree, however, that any such port-out request does not relieve you of any payment or other contractual obligations remaining under your existing agreement with Podium at the time of the request, and that you will be responsible to pay any remaining balance owed to Podium even after the port-out has been completed. You may also be subject to fees or charges applicable to the port-out request, which Podium may communicate to you in writing prior to or at the time of your port-out request. Additionally, you understand and agree that you must provide to Podium all documentation and information necessary to complete the port-out request, follow all processes required by Podium and the service provider to which you are porting your number in order to facilitate the request, and comply with all Laws and any third-party terms applicable to your port-out request. Podium will not be responsible for any delays or failures in the porting process, if such delays or failures are caused by factors outside Podium’s control, or for any service interruptions or downtime that occurs during the porting.
9.3. Number Releases. Upon termination of your Podium account, including your Phones services, any phone numbers associated with your account which have not been previously ported to another service provider may be released. You must, therefore, ensure that you coordinate the porting of your number before your Podium Subscription ends or is otherwise terminated.
10. EMERGENCY SERVICES
10.1. Overview of Emergency Services. Because Phones is a VoIP service the emergency calling services available through Phones operate differently from traditional emergency calling services and have certain limitations. If you are not comfortable with these limitations, you must utilize alternate means of accessing emergency services. By using Phones, you represent and warrant that you understand the limitations of emergency services available through Phones, and you agree to comply with your obligations as set forth in these Phones Service Terms.
10.2. Emergency Calls using Desk Phone(s) & Desktop Web Phone(s). When you use a Desk Phone or the Desktop Web Phone (see Section 10.3 for information on Mobile Web Phones) to make an emergency call, Phones relies on the information, including physical address, associated with your Phones account to route emergency calls to the nearest emergency responder(s). Accordingly, you are required to register a physical location address (“Registered Location”) when you activate your Phones account. If you change your location, you must immediately update your Registered Location, according to the process set forth below. If you have not updated your address to ensure its accuracy or if you are calling from an address other than your Registered Location, emergency services may be delayed. If no address is available, Phones will route the emergency call to a national emergency response center. When making an emergency call, it is also possible that, due to certain technical limitations, the dispatcher may not receive your contact information. You should, therefore, immediately inform the dispatcher of your location (or the location of the emergency) and other contact information. Do not disconnect the emergency call until told to do so by the dispatcher.
10.2.1. Confirming and Updating your Registered Location. USE OF PHONES FROM A LOCATION OTHER THAN YOUR REGISTERED LOCATION MAY CAUSE YOUR EMERGENCY CALL TO BE ROUTED TO THE WRONG PUBLIC SAFETY ANSWERING POINT (PSAP) OR CAUSE EMERGENCY RESPONDERS TO BE DISPATCHED TO THE WRONG ADDRESS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF YOUR REGISTERED LOCATION AND CONTACT INFORMATION BY PROVIDING, MAINTAINING, AND UPDATING SUCH INFORMATION FOR YOUR ACCOUNT. YOU ARE ALSO RESPONSIBLE FOR PERIODICALLY CHECKING THAT YOUR COMMUNICATIONS INFRASTRUCTURE IS PROPERLY CONFIGURED FOR EMERGENCY CALLING. You can verify that your Registered Location is correct via the following methods:
(a) By dialing 933 to be connected to an automated system that will read back the Podium Phones phone number you are calling from, along with the address associated with that number; or
(b) By visiting the “Phones Settings” page of the Podium portal and viewing your contact information on record.
Necessary updates to your information can be made in “Phones Settings.” Any changes you make to your Registered Location will take effect once you have saved them in “Phones Settings.”
10.3. Emergency Calling via Mobile Web Phone. If you attempt to make an emergency call using the Mobile Web Phone on your own device, the Phones application will close and will route that call to your device’s native dialer. If the device you are using does not have a native dialer (or the device does not have an active wireless cellular service), you will not be able to make the emergency call. Where possible you should make any emergency call directly using the native dialer on your device.
10.4. Additional Phones Limitations.
10.4.1. Emergency calling through Phones will not function if: (a) you experience an internet failure or power outage; (b) your broadband, ISP, or Phones services are terminated or suspended; or (c) your system access equipment fails or is not configured correctly. Network congestion may also delay or prevent completion of any emergency call. You will not be able to complete an emergency call if you move to a physical location outside the country in which Phones services are provided.
10.4.2. The availability of certain features, such as transmission of a Registered Location, depends on whether local emergency response centers support those features, and other factors outside of Podium’s control. Podium relies on qualified third parties to assist us in routing emergency calls and text messages to emergency response centers. Podium does not have control over emergency response centers, emergency responders, or other third parties.
10.5. Client Notice Obligations. YOUR USE, AND USE BY YOUR EMPLOYEES, AUTHORIZED USERS, GUESTS, AND OTHER THIRD PARTIES, OF PODIUM PHONES IS SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN. You are responsible for notifying any user or potential user(s) of Phones, including but not limited to your Authorized Users, of the limitations of Phones emergency calls. If you receive any label or sticker from Podium relating to emergency services, you must attach that label or sticker where it is visible on any Desk Phone you or your End Users may use in connection with Phones services.
10.6. Client Indemnity. Client will indemnify and hold harmless Podium Entities from and against any and all third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (i) Client’s incorrect information; (ii) Client’s failure to properly notify any person who may place calls using Phones of the emergency calling limitations; or (iii) the absence, failure, or outage of emergency calling using Phones for any reason; and (iv) the inability of any user of Phones to be able to access emergency service personnel for any reason.
10.7. Disclaimer. Neither Podium nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold Podium harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services. Podium disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Client to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Podium from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.
Effective May 15th 2024 to May 17th 2024
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PODIUM PHONES SERVICE TERMS
By using or accessing Podium’s Phones Service (“Phones”) (formerly, Voice), or by signing or clicking to accept to any Subscription Documentation that includes Phones or references these terms, you (“you” or “Client”) agree to be bound by the following terms and conditions (the “Phones Service Terms”).
These Phones Service Terms incorporate by this reference the Podium Terms of Service (currently available at: https://legal.podium.com/#termsofservice-us) (the “Podium Terms of Service”) as may be updated from time to time, which, among other terms, contain provisions governing the resolution of claims (see Section 13 (Disclaimers), Section 14 (Limitations of Liability), Section 15 (Dispute Resolution), and Section 16 (General) of the Podium Terms of Service). In the event of any conflict or inconsistency between these Phones Service Terms and the Podium Terms of Service, these Phones Service Terms will govern.
Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Phones Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references to the “Agreement” will include these Phones Service Terms.
1. DEFINITIONS
1.1. “Phones Service Provider(s)” means the third-party service provider(s) used by Podium to facilitate certain features of Phones. Podium may add or remove Phones Service Providers from time to time.
1.2. “Desk Phone Products” or “Desk Phones” means the physical device and any hardware and accessories provided or made available by Podium as part of Phones. Any software and/or firmware preinstalled on, or distributed with, the Desk Phone Products forms part of the Desk Phone Products. Desk Phones are currently available to Phones clients in the United States only.
1.3. “Web Phone” means the software-based phone available within the Phones desktop application (“Desktop Web Phone”) or the Phones mobile application (“Mobile Web Phone”) that allows Podium clients to make phone calls through a properly equipped and configured computer or mobile device, without the need for Desk Phone Products.
2. SERVICES.
2.1. Podium Phones. Podium Phones is a voice over internet protocol (“VoIP”) phone system integrated with Podium software to support communication with Client’s Customers. Subject to the performance of Client’s duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide Client with access to Phones. Podium Phones includes software, hardware, and other related elements. In order to access and fully use Phones, Client must register for and maintain an active account and Subscription with Podium. Client understands and agrees that Phones may be used in the United States and Australia only. Podium Phones is powered by Podium Voice, LLC, which is a regulated affiliate of Podium. Podium Voice, LLC is a third-party beneficiary of this Agreement and will be entitled to enforce the terms and conditions as if it were a party to the Agreement.
2.2. Phones Professional Network Optimization. Phones Professional Network Optimization ("Network Optimization") is a program Podium makes available whereby we connect you with certain Third-Party Providers to perform Network Optimization services that may include: (a) assessment of your network to support VoIP compatibility and sufficient speed; (b) updating your network settings and configuration to improve performance (includes running up to 1 ethernet line (<50 feet)); (c) recommendations for network and hardware updates; (d) a physical desk phone installation session; (e) 30-day (from the date of installation), limited warranty services provided. optimization is currently available to phones clients in united states>
2.2.1. Podium does not perform your Network Optimization and has no responsibility or liability for the Network Optimization services. Podium partners with certain Third-Party Providers, who are independent of Podium, who will provide the Network Optimization services you purchase. These providers are not employees, subcontractors, or agents of Podium. For your convenience, you will pay for the Network Optimization services as defined above through Podium, who will accept payment on behalf of the Third-Party Provider that completes your Network Optimization. The Third-Party Provider may have additional terms and conditions, which Client may be required to accept prior to receiving the Network Optimization. Additionally, if you purchase or wish to purchase any additional services from the Third-Party Provider, beyond those expressly described herein or on your applicable Subscription Documentation, you must contract with and pay any applicable fees to the Third-Party Provider directly.
2.2.2. By purchasing Network Optimization, Client authorizes Podium to share Client’s contact information with a Third-Party Provider and, as necessary, to allow the Third-Party Provider to access Client’s Podium Platform account for the purposes of providing Network Optimization services. Podium will not be responsible or liable in any manner for any negligent or intentional acts of the Third-Party Provider relating to the Network Optimization services or Client’s Podium account.
3. CLIENT OBLIGATIONS.
3.1. Client Data. In addition to Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium (or a Phones Service Provider, as applicable) any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of Phones, Client grants Podium, and its respective affiliates, a worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s and Phones Service Provider’s third-party service providers) in order to provide the Phones Services to Client and (ii) to enable Phones Service Provider(s) to use Client Data to: (a) provide the Phones Service Provider’s services to its (and its affiliates) other clients, as necessary; and (b) analyze and improve, and incorporate Client Data into, the Phones Service Provider’s products, systems, and tools. Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable Law, provided that to the extent permitted under applicable Law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Phones Service Terms) after the expiration or termination of your applicable Subscription Documentation.
3.2. Compliance with Laws and Terms. Client understands and agrees that Client will, for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing Phones; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use Phones only in compliance with all Laws, the terms of this Agreement, including Podium’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://legal.podium.com/#aup-us), and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its (and its Authorized Users') compliance with applicable Laws, these Phones Service Terms, and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Client also understands and agrees that it must not make any attempts to break or circumvent any security measures or rate limits of the Services, or to evade detection of a violation of these Phones Service Terms or the Law when using the Services. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated these Phones Service Terms.
3.3. Recording. Client understands and agrees that the Services may include certain features or functionality that allow Client to record or transcribe certain audio and other data related to communications made using the Services. If Client uses this functionality, Client is solely responsible for complying (and ensuring all its Authorized Users comply) with applicable Laws in the jurisdictions in which it uses this functionality. Podium disclaims all liability for your use of these recording and transcribing features, and you agree to hold Podium harmless for all liabilities related to your use of these features.
3.4. Account Use and Security. Client is solely responsible and accepts full liability for all use of its Phones Service, with or without Client’s permission. Client is solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject it to a higher level of risk for fraudulent activity. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Additionally, unless otherwise specified in your applicable Subscription Documentation, your use of Phones is subject to the applicable Scope of Use limits listed at https://www.podium.com/pricing/. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions. If specific Scope of Use Limits have not been expressly designated for your Phones Services, or the Services you’ve purchased have been designated as “unlimited”, such Services are intended (and may be used only) for normal business use in compliance with the Agreement, including the AUP and your Subscription Documentation. Because any unusually high or excessive usage of Phones, or use of Phones beyond any applicable Scope of Use limit(s), may impair Podium’s ability to provide the Services to you and other Podium users, in the event that Podium discovers or reasonably suspects the occurrence of excessive, unauthorized, or prohibited usage of Phones, Podium reserves the right to take actions it deems reasonably necessary to prevent or stop such usage (including suspending or terminating your use of or access to the Services) without prior notice.
3.5. Responsibility for System and Technical Requirements. Client understands and agrees that Phones is a VoIP phone service and there are many factors that may impact Client's ability to use Phones, including but not limited to network speeds and bandwidth, network connectivity, hardware, and other factors outside Podium’s control. Except for the limited scope of services and warranty available to Client upon the purchase of Network Optimization, Client remains solely responsible for maintaining sufficient internet access, network connectivity, power, and other technical requirements necessary to enable its use of Phones.
3.5.1. Where possible, Podium will perform a network quality test prior to your purchase of Phones. This test will assess download and upload speeds, download and upload packet loss, as well as the number of devices on your network at the time of the test. If, following this initial test, your network quality does not meet the minimum requirements to support Phones, before you may purchase a Phones Subscription, you will be required to: (1) purchase Network Optimization; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements. You will also be required to: 1) purchase Network Optimization; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements, if Podium is unable to perform a pre-purchase network test, or your network passes the initial, pre-purchase test, but fails a second network quality test, performed by Podium during the post-purchase onboarding process.
3.5.2. Client understands and agrees that it is fully responsible for maintaining sufficient internet access, network connectivity, power, and other system and technical requirements necessary to enable the use of Phones, including following the completion of any purchased Network Optimization and any applicable Network Optimization warranty period.
3.5.3. Additionally, Clients understands and agrees that, whether or not it purchases Network Optimization, Client may not cancel or otherwise terminate its Phones Subscription, nor will Podium provide any refunds or service credits, due to network, hardware, or other issues caused by factors outside Podium’s direct control.
4. TERM AND TERMINATION
4.1. This Agreement will begin on the start date of the applicable Subscription Documentation for Phones and will remain in effect until the applicable Subscription Term has expired or the Subscription is terminated as expressly permitted by your Subscription Documentation.
5. OWNERSHIP AND RIGHTS.
5.1. These Phones Service Terms do not grant any rights or licenses in Phones, Desk Phone Products, Podium Technology, or related software other than as expressly stated in these Phones Service Terms. As between the parties, Podium owns all rights, title, and interest, including all intellectual property rights, in and to Phones, Desk Phone Products, and software. All rights not expressly granted are reserved.
6. FEES AND PAYMENT.
6.1. Unless otherwise specified in the applicable Subscription Documentation, Phones is provided on an ongoing, per-license subscription basis, including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the applicable Subscription Documentation or Agreement, as applicable. Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle, including Phones (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Agreement (collectively, the “Fees”). Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
6.2. Client will be responsible for all applicable taxes and fees accrued through Client’s use of Phones. These charges may change from time to time and vary depending on federal, state, and local rules. Podium may charge Client for applicable taxes and fees through Client’s invoice.
6.3. For Phones Clients Located in Australia Only. Please review our Australia Financial Hardship Policy if you are experiencing unexpected financial difficulties that may affect your ability to meet your Phones Service obligations.
7. DESK PHONE PRODUCTS.
7.1. Desk Phone Products are manufactured by third parties and are resold by Podium. All Desk Phone Products features, specifications, and prices are subject to change at any time. Podium does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that the Desk Phone Products are available for lease or purchase. Podium is not obligated to accept any Subscription Documentation for the purchase of Desk Phone Products, and Podium may cancel accepted Subscription Documentation at any time if Podium is unable to fulfill the purchase request for any reason. If Podium cancels your Subscription Documentation for the purchase of Desk Phone Products because it is unable to fulfill the purchase request for any reason, Podium will fully refund the purchase fees prepaid by you for such Desk Phone Products.
7.2. The following terms apply to Desk Phone Products purchased by Client (as specified in Client’s Subscription Documentation):
7.2.1. Podium will deliver the Desk Phone Products to the delivery address specified in your Subscription Documentation, at which time risk of loss will pass to you. Podium will use commercially reasonable efforts to provide you with an estimated delivery date for each Desk Phone Product; however, such delivery date is a good-faith estimate only and is not binding on Podium.
7.2.2. Title to each Desk Phone Product will transfer to you upon: (a) your payment of all applicable purchase fees in respect of such Desk Phone Product and (b) delivery of the Desk Phone Product in accordance with this Section 7, whichever is later.
7.2.3. Client must immediately notify Podium in the event a Desk Phone is lost or stolen after it has been received by Client.
7.3. Your use of the Desk Phone Products is: (a) subject to the terms of the Podium Terms of Service, Acceptable Use Policy, these Phones Service Terms, and any additional terms set forth in the applicable Subscription Documentation; (b) limited to use in conjunction with the Phones and Desk Phone Services and other Podium Services; and (c) limited to use by competent trained employees, authorized by Client to operate or use Desk Phone Products, and with adequate security measures in place to safeguard Desk Phone Products and data collected by, and held on, Desk Phone Products.
7.4. You will not, and neither will you permit any third party to: (a) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Desk Phone Product; (b) work around any of the technical limitations implemented in a Desk Phone Product or enable functionality that is disabled or prohibited; (c) reverse engineer or attempt to reverse engineer a Desk Phone Products except as expressly permitted by applicable Law; (d) perform or attempt to perform any actions that would interfere with the normal operation of a Desk Phone Product or impact the use of the Desk Phone Products by other users; (e) use the Desk Phone Products in any manner not permitted hereunder or for any purpose other than commercial purposes; (f) use the Desk Phone Product in any location other than the registered location or move the Desk Phone Products to a new location without registering the device to its new location; (g) remove, modify, deface, or replace any of Podium’s or any Phones Service Provider’s proprietary notices or marks which appear on or are affixed to a Desk Phone Product; or (h) use the Desk Phone Products to violate any applicable Laws, including any laws and regulations related to notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Desk Phone Products.
7.5. Except as otherwise expressly stated herein, you are responsible for installing, integrating, and maintaining the Desk Phone Products, which includes updating the software as may be required by Podium or its Phones Service Provider(s) from time to time. Podium may make updates to the Desk Phone Products available to you. You must install these updates to continue using the Desk Phone Products. Podium will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Phones Service Terms unless other terms are provided with the updates.
7.6. Unless otherwise expressly provided in an applicable Subscription Documentation, Client will pay the purchase fee in full upon placing the order for purchase of the Desk Phone Product.
8. LIMITED DESK PHONE WARRANTY AND SUPPORT.
8.1. Podium provides a one-year limited warranty against defective materials and faulty workmanship in a Desk Phone Product. The warranty period starts on the date of your original purchase of the Desk Phone Products from Podium and ends one year after that date. If you submit a claim during this warranty period that is within the scope of the limited warranty, follow Podium’s instructions for returning the Desk Phone Product, and it appears that any product or part thereof contains a defect in materials or workmanship, Podium will at its option, to the extent permitted by applicable Law, either repair the Desk Phone Product, replace the Desk Phone Product, or refund to you all or part of the purchase price of the Desk Phone Product. This limited warranty applies only to unaltered hardware components of the Desk Phone Products that are used in accordance with these Phones Service Terms and not subject to accident, misuse, or neglect. Desk Phone Products with the original factory serial number removed, defaced, or altered will not receive the original manufacturer’s warranty coverage.
8.2. This limited warranty is provided by Podium and not the Phones Service Provider. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights. To make a warranty claim, please contact Podium. Podium will provide you with information about how to return your Desk Phone Products.
8.3. THE PHONES SERVICES AND DESK PHONE PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY STATED IN THESE PHONES TERMS, PODIUM PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE DESK PHONE PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT, AS WELL AS ANY OTHER IMPLIED WARRANTIES, SUCH AS WARRANTIES REGARDING DATA LOSS, AVAILABILITY, ACCURACY, FUNCTIONALITY, AND LACK OF VIRUSES. THIS SECTION 8.3 APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY LIMITATIONS AND DISCLAIMERS THAT MAY BE CONTAINED IN THE PODIUM TERMS OF SERVICE. ANY WARRANTIES, GUARANTEES, OR CONDITIONS THAT CANNOT BE DISCLAIMED AS A MATTER OF LAW, BUT WHICH MAY BE LIMITED IN DURATION, LAST FOR ONE YEAR FROM THE DATE ON WHICH YOU RECEIVE A DESK PHONE PRODUCT. Use of the Desk Phone Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Hardware Products to not function correctly. As a consequence, all such use is at your own risk.
9. PHONE NUMBER PORTING.
9.1. Port-In Requests. If you request Podium to port (i.e., transfer) your phone number to Phones, you must execute a letter of authorization (“LOA”) provided to you by Podium, including all required information, and authorizing Podium and its Phones Service Provider to initiate the porting process. By authorizing the porting process, you understand and agree that: (a) the ability to complete the port is subject to validation that your number(s)/service can be ported; (b) you may experience an interruption or change to your telecommunications service during or as a result of the porting process, and Podium assumes no responsibility for any lost communication that may occur during the porting process or for any delays or failures in the porting process that are caused by factors outside Podium’s control; (c) if you are ending an existing contract with your current telecommunications provider early as part of the porting process, you may have to pay a cancellation fee or penalty to that provider and you are solely responsible for any such fee or penalty; (d) Podium will use reasonable efforts to notify you that the porting process is complete when it occurs. Additionally, if you have any questions or complaints about the porting process, you can contact our Customer Support team here.
9.2. Port-Out Requests. As required by Law, Podium will comply with a valid request to port the number associated with your Phones account to another service provider. You understand and agree, however, that any such port-out request does not relieve you of any payment or other contractual obligations remaining under your existing agreement with Podium at the time of the request, and that you will be responsible to pay any remaining balance owed to Podium even after the port-out has been completed. You may also be subject to fees or charges applicable to the port-out request, which Podium may communicate to you in writing prior to or at the time of your port-out request. Additionally, you understand and agree that you must provide to Podium all documentation and information necessary to complete the port-out request, follow all processes required by Podium and the service provider to which you are porting your number in order to facilitate the request, and comply with all Laws and any third-party terms applicable to your port-out request. Podium will not be responsible for any delays or failures in the porting process, if such delays or failures are caused by factors outside Podium’s control, or for any service interruptions or downtime that occurs during the porting.
9.3. Number Releases. Upon termination of your Podium account, including your Phones services, any phone numbers associated with your account which have not been previously ported to another service provider may be released. You must, therefore, ensure that you coordinate the porting of your number before your Podium Subscription ends or is otherwise terminated.
10. EMERGENCY SERVICES
10.1. Overview of Emergency Services. Because Phones is a VoIP service the emergency calling services available through Phones operate differently from traditional emergency calling services and have certain limitations. If you are not comfortable with these limitations, you must utilize alternate means of accessing emergency services. By using Phones, you represent and warrant that you understand the limitations of emergency services available through Phones, and you agree to comply with your obligations as set forth in these Phones Service Terms.
10.2. Emergency Calls using Desk Phone(s) & Desktop Web Phone(s). When you use a Desk Phone or the Desktop Web Phone (see Section 10.3 for information on Mobile Web Phones) to make an emergency call, Phones relies on the information, including physical address, associated with your Phones account to route emergency calls to the nearest emergency responder(s). Accordingly, you are required to register a physical location address (“Registered Location”) when you activate your Phones account. If you change your location, you must immediately update your Registered Location, according to the process set forth below. If you have not updated your address to ensure its accuracy or if you are calling from an address other than your Registered Location, emergency services may be delayed. If no address is available, Phones will route the emergency call to a national emergency response center. When making an emergency call, it is also possible that, due to certain technical limitations, the dispatcher may not receive your contact information. You should, therefore, immediately inform the dispatcher of your location (or the location of the emergency) and other contact information. Do not disconnect the emergency call until told to do so by the dispatcher.
10.2.1. Confirming and Updating your Registered Location. USE OF PHONES FROM A LOCATION OTHER THAN YOUR REGISTERED LOCATION MAY CAUSE YOUR EMERGENCY CALL TO BE ROUTED TO THE WRONG PUBLIC SAFETY ANSWERING POINT (PSAP) OR CAUSE EMERGENCY RESPONDERS TO BE DISPATCHED TO THE WRONG ADDRESS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF YOUR REGISTERED LOCATION AND CONTACT INFORMATION BY PROVIDING, MAINTAINING, AND UPDATING SUCH INFORMATION FOR YOUR ACCOUNT. YOU ARE ALSO RESPONSIBLE FOR PERIODICALLY CHECKING THAT YOUR COMMUNICATIONS INFRASTRUCTURE IS PROPERLY CONFIGURED FOR EMERGENCY CALLING. You can verify that your Registered Location is correct via the following methods:
(a) By dialing 933 to be connected to an automated system that will read back the Podium Phones phone number you are calling from, along with the address associated with that number; or
(b) By visiting the “Phones Settings” page of the Podium portal and viewing your contact information on record.
Necessary updates to your information can be made in “Phones Settings.” Any changes you make to your Registered Location will take effect once you have saved them in “Phones Settings.”
10.3. Emergency Calling via Mobile Web Phone. If you attempt to make an emergency call using the Mobile Web Phone on your own device, the Phones application will close and will route that call to your device’s native dialer. If the device you are using does not have a native dialer (or the device does not have an active wireless cellular service), you will not be able to make the emergency call. Where possible you should make any emergency call directly using the native dialer on your device.
10.4. Additional Phones Limitations.
10.4.1. Emergency calling through Phones will not function if: (a) you experience an internet failure or power outage; (b) your broadband, ISP, or Phones services are terminated or suspended; or (c) your system access equipment fails or is not configured correctly. Network congestion may also delay or prevent completion of any emergency call. You will not be able to complete an emergency call if you move to a physical location outside the country in which Phones services are provided.
10.4.2. The availability of certain features, such as transmission of a Registered Location, depends on whether local emergency response centers support those features, and other factors outside of Podium’s control. Podium relies on qualified third parties to assist us in routing emergency calls and text messages to emergency response centers. Podium does not have control over emergency response centers, emergency responders, or other third parties.
10.5. Client Notice Obligations. YOUR USE, AND USE BY YOUR EMPLOYEES, AUTHORIZED USERS, GUESTS, AND OTHER THIRD PARTIES, OF PODIUM PHONES IS SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN. You are responsible for notifying any user or potential user(s) of Phones, including but not limited to your Authorized Users, of the limitations of Phones emergency calls. If you receive any label or sticker from Podium relating to emergency services, you must attach that label or sticker where it is visible on any Desk Phone you or your End Users may use in connection with Phones services.
10.6. Client Indemnity. Client will indemnify and hold harmless Podium Entities from and against any and all third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (i) Client’s incorrect information; (ii) Client’s failure to properly notify any person who may place calls using Phones of the emergency calling limitations; or (iii) the absence, failure, or outage of emergency calling using Phones for any reason; and (iv) the inability of any user of Phones to be able to access emergency service personnel for any reason.
10.7. Disclaimer. Neither Podium nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold Podium harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services. Podium disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Client to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Podium from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.
Effective May 14th 2024 to May 15th 2024
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PODIUM PHONES SERVICE TERMS
By using or accessing Podium’s Phones Service (“Phones”) (formerly, Voice), or by signing or clicking to accept to any Subscription Documentation that includes Phones or references these terms, you (“you” or “Client”) agree to be bound by the following terms and conditions (the “Phones Service Terms”).
These Phones Service Terms incorporate by this reference the Podium Terms of Service (currently available at: https://legal.podium.com/#termsofservice-us) (the “Podium Terms of Service”) as may be updated from time to time, which, among other terms, contain provisions governing the resolution of claims (see Section 13 (Disclaimers), Section 14 (Limitations of Liability), Section 15 (Dispute Resolution), and Section 16 (General) of the Podium Terms of Service). In the event of any conflict or inconsistency between these Phones Service Terms and the Podium Terms of Service, these Phones Service Terms will govern.
Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Phones Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references to the “Agreement” will include these Phones Service Terms.
1. DEFINITIONS
1.1. “Phones Service Provider(s)” means the third-party service provider(s) used by Podium to facilitate certain features of Phones. Podium may add or remove Phones Service Providers from time to time.
1.2. “Desk Phone Products” or “Desk Phones” means the physical device and any hardware and accessories provided or made available by Podium as part of Phones. Any software and/or firmware preinstalled on, or distributed with, the Desk Phone Products forms part of the Desk Phone Products. Desk Phones are currently available to Phones clients in the United States only.
1.3. “Web Phone” means the software-based phone available within the Phones desktop application (“Desktop Web Phone”) or the Phones mobile application (“Mobile Web Phone”) that allows Podium clients to make phone calls through a properly equipped and configured computer or mobile device, without the need for Desk Phone Products.
2. SERVICES.
2.1. Podium Phones. Podium Phones is a voice over internet protocol (“VoIP”) phone system integrated with Podium software to support communication with Client’s Customers. Subject to the performance of Client’s duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide Client with access to Phones. Podium Phones includes software, hardware, and other related elements. In order to access and fully use Phones, Client must register for and maintain an active account and Subscription with Podium. Client understands and agrees that Phones may be used in the United States and Australia only. Podium Phones is powered by Podium Voice, LLC, which is a regulated affiliate of Podium. Podium Voice, LLC is a third-party beneficiary of this Agreement and will be entitled to enforce the terms and conditions as if it were a party to the Agreement.
2.2. Phones Professional Network Optimization. Phones Professional Network Optimization ("Network Optimization") is a program Podium makes available whereby we connect you with certain Third-Party Providers to perform Network Optimization services that may include: (a) assessment of your network to support VoIP compatibility and sufficient speed; (b) updating your network settings and configuration to improve performance (includes running up to 1 ethernet line (<50 feet)); (c) recommendations for network and hardware updates; (d) a physical desk phone installation session; (e) 30-day (from the date of installation), limited warranty services provided. optimization is currently available to phones clients in united states>
2.2.1. Podium does not perform your Network Optimization and has no responsibility or liability for the Network Optimization services. Podium partners with certain Third-Party Providers, who are independent of Podium, who will provide the Network Optimization services you purchase. These providers are not employees, subcontractors, or agents of Podium. For your convenience, you will pay for the Network Optimization services as defined above through Podium, who will accept payment on behalf of the Third-Party Provider that completes your Network Optimization. The Third-Party Provider may have additional terms and conditions, which Client may be required to accept prior to receiving the Network Optimization. Additionally, if you purchase or wish to purchase any additional services from the Third-Party Provider, beyond those expressly described herein or on your applicable Subscription Documentation, you must contract with and pay any applicable fees to the Third-Party Provider directly.
2.2.2. By purchasing Network Optimization, Client authorizes Podium to share Client’s contact information with a Third-Party Provider and, as necessary, to allow the Third-Party Provider to access Client’s Podium Platform account for the purposes of providing Network Optimization services. Podium will not be responsible or liable in any manner for any negligent or intentional acts of the Third-Party Provider relating to the Network Optimization services or Client’s Podium account.
3. CLIENT OBLIGATIONS.
3.1. Client Data. In addition to Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium (or a Phones Service Provider, as applicable) any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of Phones, Client grants Podium, and its respective affiliates, a worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s and Phones Service Provider’s third-party service providers) in order to provide the Phones Services to Client and (ii) to enable Phones Service Provider(s) to use Client Data to: (a) provide the Phones Service Provider’s services to its (and its affiliates) other clients, as necessary; and (b) analyze and improve, and incorporate Client Data into, the Phones Service Provider’s products, systems, and tools. Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable Law, provided that to the extent permitted under applicable Law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Phones Service Terms) after the expiration or termination of your applicable Subscription Documentation.
3.2. Compliance with Laws and Terms. Client understands and agrees that Client will, for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing Phones; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use Phones only in compliance with all Laws, the terms of this Agreement, including Podium’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://legal.podium.com/#aup-us), and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its (and its Authorized Users') compliance with applicable Laws, these Phones Service Terms, and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Client also understands and agrees that it must not make any attempts to break or circumvent any security measures or rate limits of the Services, or to evade detection of a violation of these Phones Service Terms or the Law when using the Services. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated these Phones Service Terms.
3.3. Recording. Client understands and agrees that the Services may include certain features or functionality that allow Client to record or transcribe certain audio and other data related to communications made using the Services. If Client uses this functionality, Client is solely responsible for complying (and ensuring all its Authorized Users comply) with applicable Laws in the jurisdictions in which it uses this functionality. Podium disclaims all liability for your use of these recording and transcribing features, and you agree to hold Podium harmless for all liabilities related to your use of these features.
3.4. Account Use and Security. Client is solely responsible and accepts full liability for all use of its Phones Service, with or without Client’s permission. Client is solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject it to a higher level of risk for fraudulent activity. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Additionally, unless otherwise specified in your applicable Subscription Documentation, your use of Phones is subject to the applicable Scope of Use limits listed at https://www.podium.com/pricing/. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions. If specific Scope of Use Limits have not been expressly designated for your Phones Services, or the Services you’ve purchased have been designated as “unlimited”, such Services are intended (and may be used only) for normal business use in compliance with the Agreement, including the AUP and your Subscription Documentation. Because any unusually high or excessive usage of Phones, or use of Phones beyond any applicable Scope of Use limit(s), may impair Podium’s ability to provide the Services to you and other Podium users, in the event that Podium discovers or reasonably suspects the occurrence of excessive, unauthorized, or prohibited usage of Phones, Podium reserves the right to take actions it deems reasonably necessary to prevent or stop such usage (including suspending or terminating your use of or access to the Services) without prior notice.
3.5. Responsibility for System and Technical Requirements. Client understands and agrees that Phones is a VoIP phone service and there are many factors that may impact Client's ability to use Phones, including but not limited to network speeds and bandwidth, network connectivity, hardware, and other factors outside Podium’s control. Except for the limited scope of services and warranty available to Client upon the purchase of Network Optimization, Client remains solely responsible for maintaining sufficient internet access, network connectivity, power, and other technical requirements necessary to enable its use of Phones.
3.5.1. Where possible, Podium will perform a network quality test prior to your purchase of Phones. This test will assess download and upload speeds, download and upload packet loss, as well as the number of devices on your network at the time of the test. If, following this initial test, your network quality does not meet the minimum requirements to support Phones, before you may purchase a Phones Subscription, you will be required to: (1) purchase Network Optimization; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements. You will also be required to: 1) purchase Network Optimization; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements, if Podium is unable to perform a pre-purchase network test, or your network passes the initial, pre-purchase test, but fails a second network quality test, performed by Podium during the post-purchase onboarding process.
3.5.2. Client understands and agrees that it is fully responsible for maintaining sufficient internet access, network connectivity, power, and other system and technical requirements necessary to enable the use of Phones, including following the completion of any purchased Network Optimization and any applicable Network Optimization warranty period.
3.5.3. Additionally, Clients understands and agrees that, whether or not it purchases Network Optimization, Client may not cancel or otherwise terminate its Phones Subscription, nor will Podium provide any refunds or service credits, due to network, hardware, or other issues caused by factors outside Podium’s direct control.
4. TERM AND TERMINATION
4.1. This Agreement will begin on the start date of the applicable Subscription Documentation for Phones and will remain in effect until the applicable Subscription Term has expired or the Subscription is terminated as expressly permitted by your Subscription Documentation.
5. OWNERSHIP AND RIGHTS.
5.1. These Phones Service Terms do not grant any rights or licenses in Phones, Desk Phone Products, Podium Technology, or related software other than as expressly stated in these Phones Service Terms. As between the parties, Podium owns all rights, title, and interest, including all intellectual property rights, in and to Phones, Desk Phone Products, and software. All rights not expressly granted are reserved.
6. FEES AND PAYMENT.
6.1. Unless otherwise specified in the applicable Subscription Documentation, Phones is provided on an ongoing, per-license subscription basis, including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the applicable Subscription Documentation or Agreement, as applicable. Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle, including Phones (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Agreement (collectively, the “Fees”). Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
6.2. Client will be responsible for all applicable taxes and fees accrued through Client’s use of Phones. These charges may change from time to time and vary depending on federal, state, and local rules. Podium may charge Client for applicable taxes and fees through Client’s invoice.
6.3. For Phones Clients Located in Australia Only. Please review our Australia Financial Hardship Policy if you are experiencing unexpected financial difficulties that may affect your ability to meet your Phones Service obligations.
7. DESK PHONE PRODUCTS.
7.1. Desk Phone Products are manufactured by third parties and are resold by Podium. All Desk Phone Products features, specifications, and prices are subject to change at any time. Podium does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that the Desk Phone Products are available for lease or purchase. Podium is not obligated to accept any Subscription Documentation for the purchase of Desk Phone Products, and Podium may cancel accepted Subscription Documentation at any time if Podium is unable to fulfill the purchase request for any reason. If Podium cancels your Subscription Documentation for the purchase of Desk Phone Products because it is unable to fulfill the purchase request for any reason, Podium will fully refund the purchase fees prepaid by you for such Desk Phone Products.
7.2. The following terms apply to Desk Phone Products purchased by Client (as specified in Client’s Subscription Documentation):
7.2.1. Podium will deliver the Desk Phone Products to the delivery address specified in your Subscription Documentation, at which time risk of loss will pass to you. Podium will use commercially reasonable efforts to provide you with an estimated delivery date for each Desk Phone Product; however, such delivery date is a good-faith estimate only and is not binding on Podium.
7.2.2. Title to each Desk Phone Product will transfer to you upon: (a) your payment of all applicable purchase fees in respect of such Desk Phone Product and (b) delivery of the Desk Phone Product in accordance with this Section 7, whichever is later.
7.2.3. Client must immediately notify Podium in the event a Desk Phone is lost or stolen after it has been received by Client.
7.3. Your use of the Desk Phone Products is: (a) subject to the terms of the Podium Terms of Service, Acceptable Use Policy, these Phones Service Terms, and any additional terms set forth in the applicable Subscription Documentation; (b) limited to use in conjunction with the Phones and Desk Phone Services and other Podium Services; and (c) limited to use by competent trained employees, authorized by Client to operate or use Desk Phone Products, and with adequate security measures in place to safeguard Desk Phone Products and data collected by, and held on, Desk Phone Products.
7.4. You will not, and neither will you permit any third party to: (a) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Desk Phone Product; (b) work around any of the technical limitations implemented in a Desk Phone Product or enable functionality that is disabled or prohibited; (c) reverse engineer or attempt to reverse engineer a Desk Phone Products except as expressly permitted by applicable Law; (d) perform or attempt to perform any actions that would interfere with the normal operation of a Desk Phone Product or impact the use of the Desk Phone Products by other users; (e) use the Desk Phone Products in any manner not permitted hereunder or for any purpose other than commercial purposes; (f) use the Desk Phone Product in any location other than the registered location or move the Desk Phone Products to a new location without registering the device to its new location; (g) remove, modify, deface, or replace any of Podium’s or any Phones Service Provider’s proprietary notices or marks which appear on or are affixed to a Desk Phone Product; or (h) use the Desk Phone Products to violate any applicable Laws, including any laws and regulations related to notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Desk Phone Products.
7.5. Except as otherwise expressly stated herein, you are responsible for installing, integrating, and maintaining the Desk Phone Products, which includes updating the software as may be required by Podium or its Phones Service Provider(s) from time to time. Podium may make updates to the Desk Phone Products available to you. You must install these updates to continue using the Desk Phone Products. Podium will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Phones Service Terms unless other terms are provided with the updates.
7.6. Unless otherwise expressly provided in an applicable Subscription Documentation, Client will pay the purchase fee in full upon placing the order for purchase of the Desk Phone Product.
8. LIMITED DESK PHONE WARRANTY AND SUPPORT.
8.1. Podium provides a one-year limited warranty against defective materials and faulty workmanship in a Desk Phone Product. The warranty period starts on the date of your original purchase of the Desk Phone Products from Podium and ends one year after that date. If you submit a claim during this warranty period that is within the scope of the limited warranty, follow Podium’s instructions for returning the Desk Phone Product, and it appears that any product or part thereof contains a defect in materials or workmanship, Podium will at its option, to the extent permitted by applicable Law, either repair the Desk Phone Product, replace the Desk Phone Product, or refund to you all or part of the purchase price of the Desk Phone Product. This limited warranty applies only to unaltered hardware components of the Desk Phone Products that are used in accordance with these Phones Service Terms and not subject to accident, misuse, or neglect. Desk Phone Products with the original factory serial number removed, defaced, or altered will not receive the original manufacturer’s warranty coverage.
8.2. This limited warranty is provided by Podium and not the Phones Service Provider. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights. To make a warranty claim, please contact Podium. Podium will provide you with information about how to return your Desk Phone Products.
8.3. THE PHONES SERVICES AND DESK PHONE PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY STATED IN THESE PHONES TERMS, PODIUM PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE DESK PHONE PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT, AS WELL AS ANY OTHER IMPLIED WARRANTIES, SUCH AS WARRANTIES REGARDING DATA LOSS, AVAILABILITY, ACCURACY, FUNCTIONALITY, AND LACK OF VIRUSES. THIS SECTION 8.3 APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY LIMITATIONS AND DISCLAIMERS THAT MAY BE CONTAINED IN THE PODIUM TERMS OF SERVICE. ANY WARRANTIES, GUARANTEES, OR CONDITIONS THAT CANNOT BE DISCLAIMED AS A MATTER OF LAW, BUT WHICH MAY BE LIMITED IN DURATION, LAST FOR ONE YEAR FROM THE DATE ON WHICH YOU RECEIVE A DESK PHONE PRODUCT. Use of the Desk Phone Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Hardware Products to not function correctly. As a consequence, all such use is at your own risk.
9. PHONE NUMBER PORTING.
9.1. Port-In Requests. If you request Podium to port (i.e., transfer) your phone number to Phones, you must execute a letter of authorization (“LOA”) provided to you by Podium, including all required information, and authorizing Podium and its Phones Service Provider to initiate the porting process. By authorizing the porting process, you understand and agree that: (a) the ability to complete the port is subject to validation that your number(s)/service can be ported; (b) you may experience an interruption or change to your telecommunications service during or as a result of the porting process, and Podium assumes no responsibility for any lost communication that may occur during the porting process or for any delays or failures in the porting process that are caused by factors outside Podium’s control; (c) if you are ending an existing contract with your current telecommunications provider early as part of the porting process, you may have to pay a cancellation fee or penalty to that provider and you are solely responsible for any such fee or penalty; (d) Podium will use reasonable efforts to notify you that the porting process is complete when it occurs. Additionally, if you have any questions or complaints about the porting process, you can contact our Customer Support team here.
9.2. Port-Out Requests. As required by Law, Podium will comply with a valid request to port the number associated with your Phones account to another service provider. You understand and agree, however, that any such port-out request does not relieve you of any payment or other contractual obligations remaining under your existing agreement with Podium at the time of the request, and that you will be responsible to pay any remaining balance owed to Podium even after the port-out has been completed. You may also be subject to fees or charges applicable to the port-out request, which Podium may communicate to you in writing prior to or at the time of your port-out request. Additionally, you understand and agree that you must provide to Podium all documentation and information necessary to complete the port-out request, follow all processes required by Podium and the service provider to which you are porting your number in order to facilitate the request, and comply with all Laws and any third-party terms applicable to your port-out request. Podium will not be responsible for any delays or failures in the porting process, if such delays or failures are caused by factors outside Podium’s control, or for any service interruptions or downtime that occurs during the porting.
9.3. Number Releases. Upon termination of your Podium account, including your Phones services, any phone numbers associated with your account which have not been previously ported to another service provider may be released. You must, therefore, ensure that you coordinate the porting of your number before your Podium Subscription ends or is otherwise terminated.
10. EMERGENCY SERVICES
10.1. Overview of Emergency Services. Because Phones is a VoIP service the emergency calling services available through Phones operate differently from traditional emergency calling services and have certain limitations. If you are not comfortable with these limitations, you must utilize alternate means of accessing emergency services. By using Phones, you represent and warrant that you understand the limitations of emergency services available through Phones, and you agree to comply with your obligations as set forth in these Phones Service Terms.
10.2. Emergency Calls using Desk Phone(s) & Desktop Web Phone(s). When you use a Desk Phone or the Desktop Web Phone (see Section 10.3 for information on Mobile Web Phones) to make an emergency call, Phones relies on the information, including physical address, associated with your Phones account to route emergency calls to the nearest emergency responder(s). Accordingly, you are required to register a physical location address (“Registered Location”) when you activate your Phones account. If you change your location, you must immediately update your Registered Location, according to the process set forth below. If you have not updated your address to ensure its accuracy or if you are calling from an address other than your Registered Location, emergency services may be delayed. If no address is available, Phones will route the emergency call to a national emergency response center. When making an emergency call, it is also possible that, due to certain technical limitations, the dispatcher may not receive your contact information. You should, therefore, immediately inform the dispatcher of your location (or the location of the emergency) and other contact information. Do not disconnect the emergency call until told to do so by the dispatcher.
10.2.1. Confirming and Updating your Registered Location. USE OF PHONES FROM A LOCATION OTHER THAN YOUR REGISTERED LOCATION MAY CAUSE YOUR EMERGENCY CALL TO BE ROUTED TO THE WRONG PUBLIC SAFETY ANSWERING POINT (PSAP) OR CAUSE EMERGENCY RESPONDERS TO BE DISPATCHED TO THE WRONG ADDRESS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF YOUR REGISTERED LOCATION AND CONTACT INFORMATION BY PROVIDING, MAINTAINING, AND UPDATING SUCH INFORMATION FOR YOUR ACCOUNT. YOU ARE ALSO RESPONSIBLE FOR PERIODICALLY CHECKING THAT YOUR COMMUNICATIONS INFRASTRUCTURE IS PROPERLY CONFIGURED FOR EMERGENCY CALLING. You can verify that your Registered Location is correct via the following methods:
(a) By dialing 933 to be connected to an automated system that will read back the Podium Phones phone number you are calling from, along with the address associated with that number; or
(b) By visiting the “Phones Settings” page of the Podium portal and viewing your contact information on record.
Necessary updates to your information can be made in “Phones Settings.” Any changes you make to your Registered Location will take effect once you have saved them in “Phones Settings.”
10.3. Emergency Calling via Mobile Web Phone. If you attempt to make an emergency call using the Mobile Web Phone on your own device, the Phones application will close and will route that call to your device’s native dialer. If the device you are using does not have a native dialer (or the device does not have an active wireless cellular service), you will not be able to make the emergency call. Where possible you should make any emergency call directly using the native dialer on your device.
10.4. Additional Phones Limitations.
10.4.1. Emergency calling through Phones will not function if: (a) you experience an internet failure or power outage; (b) your broadband, ISP, or Phones services are terminated or suspended; or (c) your system access equipment fails or is not configured correctly. Network congestion may also delay or prevent completion of any emergency call. You will not be able to complete an emergency call if you move to a physical location outside the country in which Phones services are provided.
10.4.2. The availability of certain features, such as transmission of a Registered Location, depends on whether local emergency response centers support those features, and other factors outside of Podium’s control. Podium relies on qualified third parties to assist us in routing emergency calls and text messages to emergency response centers. Podium does not have control over emergency response centers, emergency responders, or other third parties.
10.5. Client Notice Obligations. YOUR USE, AND USE BY YOUR EMPLOYEES, AUTHORIZED USERS, GUESTS, AND OTHER THIRD PARTIES, OF PODIUM PHONES IS SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN. You are responsible for notifying any user or potential user(s) of Phones, including but not limited to your Authorized Users, of the limitations of Phones emergency calls. If you receive any label or sticker from Podium relating to emergency services, you must attach that label or sticker where it is visible on any Desk Phone you or your End Users may use in connection with Phones services.
10.6. Client Indemnity. Client will indemnify and hold harmless Podium Entities from and against any and all third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (i) Client’s incorrect information; (ii) Client’s failure to properly notify any person who may place calls using Phones of the emergency calling limitations; or (iii) the absence, failure, or outage of emergency calling using Phones for any reason; and (iv) the inability of any user of Phones to be able to access emergency service personnel for any reason.
10.7. Disclaimer. Neither Podium nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold Podium harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services. Podium disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Client to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Podium from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.
Effective March 29th 2024 to May 14th 2024
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PODIUM PHONES SERVICE TERMS
By using or accessing Podium’s Phones Service (“Phones”) (formerly, Voice), or by signing or clicking to accept to any Subscription Documentation that includes Phones or references these terms, you (“you” or “Client”) agree to be bound by the following terms and conditions (the “Phones Service Terms”).
These Phones Service Terms incorporate by this reference the Podium Terms of Service (currently available at: https://legal.podium.com/#termsofservice-us) (the “Podium Terms of Service”) as may be updated from time to time, which, among other terms, contain provisions governing the resolution of claims (see Section 13 (Disclaimers), Section 14 (Limitations of Liability), Section 15 (Dispute Resolution), and Section 16 (General) of the Podium Terms of Service). In the event of any conflict or inconsistency between these Phones Service Terms and the Podium Terms of Service, these Phones Service Terms will govern.
Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Phones Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references to the “Agreement” will include these Phones Service Terms.
1. DEFINITIONS
1.1. “Phones Service Provider(s)” means the third-party service provider(s) used by Podium to facilitate certain features of Phones. Podium may add or remove Phones Service Providers from time to time.
1.2. “Desk Phone Products” or “Desk Phones” means the physical device and any hardware and accessories provided or made available by Podium as part of Phones. Any software and/or firmware preinstalled on, or distributed with, the Desk Phone Products forms part of the Desk Phone Products. Desk Phones are currently available to Phones clients in the United States only.
1.3. “Web Phone” means the software-based phone available within the Phones desktop application (“Desktop Web Phone”) or the Phones mobile application (“Mobile Web Phone”) that allows Podium clients to make phone calls through a properly equipped and configured computer or mobile device, without the need for Desk Phone Products.
2. SERVICES.
2.1. Podium Phones. Podium Phones is a voice over internet protocol (“VoIP”) phone system integrated with Podium software to support communication with Client’s Customers. Subject to the performance of Client’s duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide Client with access to Phones. Podium Phones includes software, hardware, and other related elements. In order to access and fully use Phones, Client must register for and maintain an active account and Subscription with Podium. Client understands and agrees that Phones may be used in the United States and Australia only. Podium Phones is powered by Podium Voice, LLC, which is a regulated affiliate of Podium. Podium Voice, LLC is a third-party beneficiary of this Agreement and will be entitled to enforce the terms and conditions as if it were a party to the Agreement.
2.2. Phones Professional Network Optimization. Phones Professional Network Optimization ("Network Optimization") is a program Podium makes available whereby we connect you with certain Third-Party Providers to perform Network Optimization services that may include: (a) assessment of your network to support VoIP compatibility and sufficient speed; (b) updating your network settings and configuration to improve performance (includes running up to 1 ethernet line (<50 feet)); (c) recommendations for network and hardware updates; (d) a physical desk phone installation session; (e) 30-day (from the date of installation), limited warranty services provided. optimization is currently available to phones clients in united states>
2.2.1. Podium does not perform your Network Optimization and has no responsibility or liability for the Network Optimization services. Podium partners with certain Third-Party Providers, who are independent of Podium, who will provide the Network Optimization services you purchase. These providers are not employees, subcontractors, or agents of Podium. For your convenience, you will pay for the Network Optimization services as defined above through Podium, who will accept payment on behalf of the Third-Party Provider that completes your Network Optimization. The Third-Party Provider may have additional terms and conditions, which Client may be required to accept prior to receiving the Network Optimization. Additionally, if you purchase or wish to purchase any additional services from the Third-Party Provider, beyond those expressly described herein or on your applicable Subscription Documentation, you must contract with and pay any applicable fees to the Third-Party Provider directly.
2.2.2. By purchasing Network Optimization, Client authorizes Podium to share Client’s contact information with a Third-Party Provider and, as necessary, to allow the Third-Party Provider to access Client’s Podium Platform account for the purposes of providing Network Optimization services. Podium will not be responsible or liable in any manner for any negligent or intentional acts of the Third-Party Provider relating to the Network Optimization services or Client’s Podium account.
3. CLIENT OBLIGATIONS.
3.1. Client Data. In addition to Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium (or a Phones Service Provider, as applicable) any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of Phones, Client grants Podium, and its respective affiliates, a worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s and Phones Service Provider’s third-party service providers) in order to provide the Phones Services to Client and (ii) to enable Phones Service Provider(s) to use Client Data to: (a) provide the Phones Service Provider’s services to its (and its affiliates) other clients, as necessary; and (b) analyze and improve, and incorporate Client Data into, the Phones Service Provider’s products, systems, and tools. Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable Law, provided that to the extent permitted under applicable Law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Phones Service Terms) after the expiration or termination of your applicable Subscription Documentation.
3.2. Compliance with Laws and Terms. Client understands and agrees that Client will, for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing Phones; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use Phones only in compliance with all Laws, the terms of this Agreement, including Podium’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://legal.podium.com/#aup-us), and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its (and its Authorized Users') compliance with applicable Laws, these Phones Service Terms, and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Client also understands and agrees that it must not make any attempts to break or circumvent any security measures or rate limits of the Services, or to evade detection of a violation of these Phones Service Terms or the Law when using the Services. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated these Phones Service Terms.
3.3. Recording. Client understands and agrees that the Services may include certain features or functionality that allow Client to record or transcribe certain audio and other data related to communications made using the Services. If Client uses this functionality, Client is solely responsible for complying (and ensuring all its Authorized Users comply) with applicable Laws in the jurisdictions in which it uses this functionality. Podium disclaims all liability for your use of these recording and transcribing features, and you agree to hold Podium harmless for all liabilities related to your use of these features.
3.4. Account Use and Security. Client is solely responsible and accepts full liability for all use of its Phones Service, with or without Client’s permission. Client is solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject it to a higher level of risk for fraudulent activity. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Additionally, unless otherwise specified in your applicable Subscription Documentation, your use of Phones is subject to the applicable Scope of Use limits listed at https://www.podium.com/pricing/. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions. If specific Scope of Use Limits have not been expressly designated for your Phones Services, or the Services you’ve purchased have been designated as “unlimited”, such Services are intended (and may be used only) for normal business use in compliance with the Agreement, including the AUP and your Subscription Documentation. Because any unusually high or excessive usage of Phones, or use of Phones beyond any applicable Scope of Use limit(s), may impair Podium’s ability to provide the Services to you and other Podium users, in the event that Podium discovers or reasonably suspects the occurrence of excessive, unauthorized, or prohibited usage of Phones, Podium reserves the right to take actions it deems reasonably necessary to prevent or stop such usage (including suspending or terminating your use of or access to the Services) without prior notice.
3.5. Responsibility for System and Technical Requirements. Client understands and agrees that Phones is a VoIP phone service and there are many factors that may impact Client's ability to use Phones, including but not limited to network speeds and bandwidth, network connectivity, hardware, and other factors outside Podium’s control. Except for the limited scope of services and warranty available to Client upon the purchase of Network Optimization, Client remains solely responsible for maintaining sufficient internet access, network connectivity, power, and other technical requirements necessary to enable its use of Phones.
3.5.1. Where possible, Podium will perform a network quality test prior to your purchase of Phones. This test will assess download and upload speeds, download and upload packet loss, as well as the number of devices on your network at the time of the test. If, following this initial test, your network quality does not meet the minimum requirements to support Phones, before you may purchase a Phones Subscription, you will be required to: (1) purchase Network Optimization; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements. You will also be required to: 1) purchase Network Optimization; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements, if Podium is unable to perform a pre-purchase network test, or your network passes the initial, pre-purchase test, but fails a second network quality test, performed by Podium during the post-purchase onboarding process.
3.5.2. Client understands and agrees that it is fully responsible for maintaining sufficient internet access, network connectivity, power, and other system and technical requirements necessary to enable the use of Phones, including following the completion of any purchased Network Optimization and any applicable Network Optimization warranty period.
3.5.3. Additionally, Clients understands and agrees that, whether or not it purchases Network Optimization, Client may not cancel or otherwise terminate its Phones Subscription, nor will Podium provide any refunds or service credits, due to network, hardware, or other issues caused by factors outside Podium’s direct control.
4. TERM AND TERMINATION
4.1. This Agreement will begin on the start date of the applicable Subscription Documentation for Phones and will remain in effect until the applicable Subscription Term has expired or the Subscription is terminated as expressly permitted by your Subscription Documentation.
5. OWNERSHIP AND RIGHTS.
5.1. These Phones Service Terms do not grant any rights or licenses in Phones, Desk Phone Products, Podium Technology, or related software other than as expressly stated in these Phones Service Terms. As between the parties, Podium owns all rights, title, and interest, including all intellectual property rights, in and to Phones, Desk Phone Products, and software. All rights not expressly granted are reserved.
6. FEES AND PAYMENT.
6.1. Unless otherwise specified in the applicable Subscription Documentation, Phones is provided on an ongoing, per-license subscription basis, including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the applicable Subscription Documentation or Agreement, as applicable. Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle, including Phones (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Agreement (collectively, the “Fees”). Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
6.2. Client will be responsible for all applicable taxes and fees accrued through Client’s use of Phones. These charges may change from time to time and vary depending on federal, state, and local rules. Podium may charge Client for applicable taxes and fees through Client’s invoice.
6.3. For Phones Clients Located in Australia Only. Please review our Australia Financial Hardship Policy if you are experiencing unexpected financial difficulties that may affect your ability to meet your Phones Service obligations.
7. DESK PHONE PRODUCTS.
7.1. Desk Phone Products are manufactured by third parties and are resold by Podium. All Desk Phone Products features, specifications, and prices are subject to change at any time. Podium does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that the Desk Phone Products are available for lease or purchase. Podium is not obligated to accept any Subscription Documentation for the purchase of Desk Phone Products, and Podium may cancel accepted Subscription Documentation at any time if Podium is unable to fulfill the purchase request for any reason. If Podium cancels your Subscription Documentation for the purchase of Desk Phone Products because it is unable to fulfill the purchase request for any reason, Podium will fully refund the purchase fees prepaid by you for such Desk Phone Products.
7.2. The following terms apply to Desk Phone Products purchased by Client (as specified in Client’s Subscription Documentation):
7.2.1. Podium will deliver the Desk Phone Products to the delivery address specified in your Subscription Documentation, at which time risk of loss will pass to you. Podium will use commercially reasonable efforts to provide you with an estimated delivery date for each Desk Phone Product; however, such delivery date is a good-faith estimate only and is not binding on Podium.
7.2.2. Title to each Desk Phone Product will transfer to you upon: (a) your payment of all applicable purchase fees in respect of such Desk Phone Product and (b) delivery of the Desk Phone Product in accordance with this Section 7, whichever is later.
7.2.3. Client must immediately notify Podium in the event a Desk Phone is lost or stolen after it has been received by Client.
7.3. Your use of the Desk Phone Products is: (a) subject to the terms of the Podium Terms of Service, Acceptable Use Policy, these Phones Service Terms, and any additional terms set forth in the applicable Subscription Documentation; (b) limited to use in conjunction with the Phones and Desk Phone Services and other Podium Services; and (c) limited to use by competent trained employees, authorized by Client to operate or use Desk Phone Products, and with adequate security measures in place to safeguard Desk Phone Products and data collected by, and held on, Desk Phone Products.
7.4. You will not, and neither will you permit any third party to: (a) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Desk Phone Product; (b) work around any of the technical limitations implemented in a Desk Phone Product or enable functionality that is disabled or prohibited; (c) reverse engineer or attempt to reverse engineer a Desk Phone Products except as expressly permitted by applicable Law; (d) perform or attempt to perform any actions that would interfere with the normal operation of a Desk Phone Product or impact the use of the Desk Phone Products by other users; (e) use the Desk Phone Products in any manner not permitted hereunder or for any purpose other than commercial purposes; (f) use the Desk Phone Product in any location other than the registered location or move the Desk Phone Products to a new location without registering the device to its new location; (g) remove, modify, deface, or replace any of Podium’s or any Phones Service Provider’s proprietary notices or marks which appear on or are affixed to a Desk Phone Product; or (h) use the Desk Phone Products to violate any applicable Laws, including any laws and regulations related to notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Desk Phone Products.
7.5. Except as otherwise expressly stated herein, you are responsible for installing, integrating, and maintaining the Desk Phone Products, which includes updating the software as may be required by Podium or its Phones Service Provider(s) from time to time. Podium may make updates to the Desk Phone Products available to you. You must install these updates to continue using the Desk Phone Products. Podium will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Phones Service Terms unless other terms are provided with the updates.
7.6. Unless otherwise expressly provided in an applicable Subscription Documentation, Client will pay the purchase fee in full upon placing the order for purchase of the Desk Phone Product.
8. LIMITED DESK PHONE WARRANTY AND SUPPORT.
8.1. Podium provides a one-year limited warranty against defective materials and faulty workmanship in a Desk Phone Product. The warranty period starts on the date of your original purchase of the Desk Phone Products from Podium and ends one year after that date. If you submit a claim during this warranty period that is within the scope of the limited warranty, follow Podium’s instructions for returning the Desk Phone Product, and it appears that any product or part thereof contains a defect in materials or workmanship, Podium will at its option, to the extent permitted by applicable Law, either repair the Desk Phone Product, replace the Desk Phone Product, or refund to you all or part of the purchase price of the Desk Phone Product. This limited warranty applies only to unaltered hardware components of the Desk Phone Products that are used in accordance with these Phones Service Terms and not subject to accident, misuse, or neglect. Desk Phone Products with the original factory serial number removed, defaced, or altered will not receive the original manufacturer’s warranty coverage.
8.2. This limited warranty is provided by Podium and not the Phones Service Provider. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights. To make a warranty claim, please contact Podium. Podium will provide you with information about how to return your Desk Phone Products.
8.3. THE PHONES SERVICES AND DESK PHONE PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY STATED IN THESE PHONES TERMS, PODIUM PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE DESK PHONE PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT, AS WELL AS ANY OTHER IMPLIED WARRANTIES, SUCH AS WARRANTIES REGARDING DATA LOSS, AVAILABILITY, ACCURACY, FUNCTIONALITY, AND LACK OF VIRUSES. THIS SECTION 8.3 APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY LIMITATIONS AND DISCLAIMERS THAT MAY BE CONTAINED IN THE PODIUM TERMS OF SERVICE. ANY WARRANTIES, GUARANTEES, OR CONDITIONS THAT CANNOT BE DISCLAIMED AS A MATTER OF LAW, BUT WHICH MAY BE LIMITED IN DURATION, LAST FOR ONE YEAR FROM THE DATE ON WHICH YOU RECEIVE A DESK PHONE PRODUCT. Use of the Desk Phone Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Hardware Products to not function correctly. As a consequence, all such use is at your own risk.
9. PHONE NUMBER PORTING.
9.1. Port-In Requests. If you request Podium to port (i.e., transfer) your phone number to Phones, you must execute a letter of authorization (“LOA”) provided to you by Podium, including all required information, and authorizing Podium and its Phones Service Provider to initiate the porting process. By authorizing the porting process, you understand and agree that: (a) the ability to complete the port is subject to validation that your number(s)/service can be ported; (b) you may experience an interruption or change to your telecommunications service during or as a result of the porting process, and Podium assumes no responsibility for any lost communication that may occur during the porting process or for any delays or failures in the porting process that are caused by factors outside Podium’s control; (c) if you are ending an existing contract with your current telecommunications provider early as part of the porting process, you may have to pay a cancellation fee or penalty to that provider and you are solely responsible for any such fee or penalty; (d) Podium will use reasonable efforts to notify you that the porting process is complete when it occurs. Additionally, if you have any questions or complaints about the porting process, you can contact our Customer Support team here.
9.2. Port-Out Requests. As required by Law, Podium will comply with a valid request to port the number associated with your Phones account to another service provider. You understand and agree, however, that any such port-out request does not relieve you of any payment or other contractual obligations remaining under your existing agreement with Podium at the time of the request, and that you will be responsible to pay any remaining balance owed to Podium even after the port-out has been completed. You may also be subject to fees or charges applicable to the port-out request, which Podium may communicate to you in writing prior to or at the time of your port-out request. Additionally, you understand and agree that you must provide to Podium all documentation and information necessary to complete the port-out request, follow all processes required by Podium and the service provider to which you are porting your number in order to facilitate the request, and comply with all Laws and any third-party terms applicable to your port-out request. Podium will not be responsible for any delays or failures in the porting process, if such delays or failures are caused by factors outside Podium’s control, or for any service interruptions or downtime that occurs during the porting.
9.3. Number Releases. Upon termination of your Podium account, including your Phones services, any phone numbers associated with your account which have not been previously ported to another service provider may be released. You must, therefore, ensure that you coordinate the porting of your number before your Podium Subscription ends or is otherwise terminated.
10. EMERGENCY SERVICES
10.1. Overview of Emergency Services. Because Phones is a VoIP service the emergency calling services available through Phones operate differently from traditional emergency calling services and have certain limitations. If you are not comfortable with these limitations, you must utilize alternate means of accessing emergency services. By using Phones, you represent and warrant that you understand the limitations of emergency services available through Phones, and you agree to comply with your obligations as set forth in these Phones Service Terms.
10.2. Emergency Calls using Desk Phone(s) & Desktop Web Phone(s). When you use a Desk Phone or the Desktop Web Phone (see Section 10.3 for information on Mobile Web Phones) to make an emergency call, Phones relies on the information, including physical address, associated with your Phones account to route emergency calls to the nearest emergency responder(s). Accordingly, you are required to register a physical location address (“Registered Location”) when you activate your Phones account. If you change your location, you must immediately update your Registered Location, according to the process set forth below. If you have not updated your address to ensure its accuracy or if you are calling from an address other than your Registered Location, emergency services may be delayed. If no address is available, Phones will route the emergency call to a national emergency response center. When making an emergency call, it is also possible that, due to certain technical limitations, the dispatcher may not receive your contact information. You should, therefore, immediately inform the dispatcher of your location (or the location of the emergency) and other contact information. Do not disconnect the emergency call until told to do so by the dispatcher.
10.2.1. Confirming and Updating your Registered Location. USE OF PHONES FROM A LOCATION OTHER THAN YOUR REGISTERED LOCATION MAY CAUSE YOUR EMERGENCY CALL TO BE ROUTED TO THE WRONG PUBLIC SAFETY ANSWERING POINT (PSAP) OR CAUSE EMERGENCY RESPONDERS TO BE DISPATCHED TO THE WRONG ADDRESS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF YOUR REGISTERED LOCATION AND CONTACT INFORMATION BY PROVIDING, MAINTAINING, AND UPDATING SUCH INFORMATION FOR YOUR ACCOUNT. YOU ARE ALSO RESPONSIBLE FOR PERIODICALLY CHECKING THAT YOUR COMMUNICATIONS INFRASTRUCTURE IS PROPERLY CONFIGURED FOR EMERGENCY CALLING. You can verify that your Registered Location is correct via the following methods:
(a) By dialing 933 to be connected to an automated system that will read back the Podium Phones phone number you are calling from, along with the address associated with that number; or
(b) By visiting the “Phones Settings” page of the Podium portal and viewing your contact information on record.
Necessary updates to your information can be made in “Phones Settings.” Any changes you make to your Registered Location will take effect once you have saved them in “Phones Settings.”
10.3. Emergency Calling via Mobile Web Phone. If you attempt to make an emergency call using the Mobile Web Phone on your own device, the Phones application will close and will route that call to your device’s native dialer. If the device you are using does not have a native dialer (or the device does not have an active wireless cellular service), you will not be able to make the emergency call. Where possible you should make any emergency call directly using the native dialer on your device.
10.4. Additional Phones Limitations.
10.4.1. Emergency calling through Phones will not function if: (a) you experience an internet failure or power outage; (b) your broadband, ISP, or Phones services are terminated or suspended; or (c) your system access equipment fails or is not configured correctly. Network congestion may also delay or prevent completion of any emergency call. You will not be able to complete an emergency call if you move to a physical location outside the country in which Phones services are provided.
10.4.2. The availability of certain features, such as transmission of a Registered Location, depends on whether local emergency response centers support those features, and other factors outside of Podium’s control. Podium relies on qualified third parties to assist us in routing emergency calls and text messages to emergency response centers. Podium does not have control over emergency response centers, emergency responders, or other third parties.
10.5. Client Notice Obligations. YOUR USE, AND USE BY YOUR EMPLOYEES, AUTHORIZED USERS, GUESTS, AND OTHER THIRD PARTIES, OF PODIUM PHONES IS SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN. You are responsible for notifying any user or potential user(s) of Phones, including but not limited to your Authorized Users, of the limitations of Phones emergency calls. If you receive any label or sticker from Podium relating to emergency services, you must attach that label or sticker where it is visible on any Desk Phone you or your End Users may use in connection with Phones services.
10.6. Client Indemnity. Client will indemnify and hold harmless Podium Entities from and against any and all third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (i) Client’s incorrect information; (ii) Client’s failure to properly notify any person who may place calls using Phones of the emergency calling limitations; or (iii) the absence, failure, or outage of emergency calling using Phones for any reason; and (iv) the inability of any user of Phones to be able to access emergency service personnel for any reason.
10.7. Disclaimer. Neither Podium nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold Podium harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services. Podium disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Client to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Podium from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.
Effective March 7th 2024 to March 29th 2024
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PODIUM PHONES SERVICE TERMS
By using or accessing Podium’s Phones Service (“Phones”) (formerly, Voice), or by signing or clicking to accept to any Subscription Documentation that includes Phones or references these terms, you (“you” or “Client”) agree to be bound by the following terms and conditions (the “Phones Service Terms”).
These Phones Service Terms incorporate by this reference the Podium Terms of Service (currently available at: https://legal.podium.com/#termsofservice-us) (the “Podium Terms of Service”) as may be updated from time to time, which, among other terms, contain provisions governing the resolution of claims (see Section 13 (Disclaimers), Section 14 (Limitations of Liability), Section 15 (Dispute Resolution), and Section 16 (General) of the Podium Terms of Service). In the event of any conflict or inconsistency between these Phones Service Terms and the Podium Terms of Service, these Phones Service Terms will govern.
Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Phones Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references to the “Agreement” will include these Phones Service Terms.
1. DEFINITIONS
1.1. “Phones Service Provider(s)” means the third-party service provider(s) used by Podium to facilitate certain features of Phones. Podium may add or remove Phones Service Providers from time to time.
1.2. “Desk Phone Products” or “Desk Phones” means the physical device and any hardware and accessories provided or made available by Podium as part of Phones. Any software and/or firmware preinstalled on, or distributed with, the Desk Phone Products forms part of the Desk Phone Products.
1.3. “Web Phone” means the software-based phone available within the Phones desktop application (“Desktop Web Phone”) or the Phones mobile application (“Mobile Web Phone”) that allows Podium clients to make phone calls through a properly equipped and configured computer or mobile device, without the need for Desk Phone Products.
2. SERVICES.
2.1. Podium Phones. Podium Phones is a voice over internet protocol (“VoIP”) phone system integrated with Podium software to support communication with Client’s Customers. Subject to the performance of Client’s duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide Client with access to Phones. Podium Phones includes software, hardware, and other related elements. In order to access and fully use Phones, Client must register for and maintain an active account and Subscription with Podium. Client understands and agrees that Phones may be used in the United States only. Podium Phones is powered by Podium Voice, LLC, which is a regulated affiliate of Podium. Podium Voice, LLC is a third-party beneficiary of this Agreement and will be entitled to enforce the terms and conditions as if it were a party to the Agreement.
2.2. Phones Professional Network Optimization. Phones Professional Network Optimization ("Network Optimization") is a program Podium makes available whereby we connect you with certain Third-Party Providers to perform Network Optimization services that may include: (a) assessment of your network to support VoIP compatibility and sufficient speed; (b) updating your network settings and configuration to improve performance (includes running up to 1 ethernet line (<50 feet)); (c) recommendations for network and hardware updates; (d) a physical desk phone installation session; (e) 30-day (from the date of installation), limited warranty services provided.
2.2.1. Podium does not perform your Network Optimization and has no responsibility or liability for the Network Optimization services. Podium partners with certain Third-Party Providers, who are independent of Podium, who will provide the Network Optimization services you purchase. These providers are not employees, subcontractors, or agents of Podium. For your convenience, you will pay for the Network Optimization services as defined above through Podium, who will accept payment on behalf of the Third-Party Provider that completes your Network Optimization. The Third-Party Provider may have additional terms and conditions, which Client may be required to accept prior to receiving the Network Optimization. Additionally, if you purchase or wish to purchase any additional services from the Third-Party Provider, beyond those expressly described herein or on your applicable Subscription Documentation, you must contract with and pay any applicable fees to the Third-Party Provider directly.
2.2.2. By purchasing Network Optimization, Client authorizes Podium to share Client’s contact information with a Third-Party Provider and, as necessary, to allow the Third-Party Provider to access Client’s Podium Platform account for the purposes of providing Network Optimization services. Podium will not be responsible or liable in any manner for any negligent or intentional acts of the Third-Party Provider relating to the Network Optimization services or Client’s Podium account.
3. CLIENT OBLIGATIONS.
3.1. Client Data. In addition to Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium (or a Phones Service Provider, as applicable) any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of Phones, Client grants Podium, and its respective affiliates, a worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s and Phones Service Provider’s third-party service providers) in order to provide the Phones Services to Client and (ii) to enable Phones Service Provider(s) to use Client Data to: (a) provide the Phones Service Provider’s services to its (and its affiliates) other clients, as necessary; and (b) analyze and improve, and incorporate Client Data into, the Phones Service Provider’s products, systems, and tools. Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable Law, provided that to the extent permitted under applicable Law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Phones Service Terms) after the expiration or termination of your applicable Subscription Documentation.
3.2. Compliance with Laws and Terms. Client understands and agrees that Client will, for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing Phones; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use Phones only in compliance with all Laws, the terms of this Agreement, including Podium’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://legal.podium.com/#aup-us), and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its (and its Authorized Users') compliance with applicable Laws, these Phones Service Terms, and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Client also understands and agrees that it must not make any attempts to break or circumvent any security measures or rate limits of the Services, or to evade detection of a violation of these Phones Service Terms or the Law when using the Services. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated these Phones Service Terms.
3.3. Recording. Client understands and agrees that the Services may include certain features or functionality that allow Client to record or transcribe certain audio and other data related to communications made using the Services. If Client uses this functionality, Client is solely responsible for complying (and ensuring all its Authorized Users comply) with applicable Laws in the jurisdictions in which it uses this functionality. Podium disclaims all liability for your use of these recording and transcribing features, and you agree to hold Podium harmless for all liabilities related to your use of these features.
3.4. Account Use and Security. Client is solely responsible and accepts full liability for all use of its Phones Service, with or without Client’s permission. Client is solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject it to a higher level of risk for fraudulent activity. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Additionally, unless otherwise specified in your applicable Subscription Documentation, your use of Phones is subject to the applicable Scope of Use limits listed at https://www.podium.com/pricing/. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions. If specific Scope of Use Limits have not been expressly designated for your Phones Services, or the Services you’ve purchased have been designated as “unlimited”, such Services are intended (and may be used only) for normal business use in compliance with the Agreement, including the AUP and your Subscription Documentation. Because any unusually high or excessive usage of Phones, or use of Phones beyond any applicable Scope of Use limit(s), may impair Podium’s ability to provide the Services to you and other Podium users, in the event that Podium discovers or reasonably suspects the occurrence of excessive, unauthorized, or prohibited usage of Phones, Podium reserves the right to take actions it deems reasonably necessary to prevent or stop such usage (including suspending or terminating your use of or access to the Services) without prior notice.
3.5. Responsibility for System and Technical Requirements. Client understands and agrees that Phones is a VoIP phone service and there are many factors that may impact Client's ability to use Phones, including but not limited to network speeds and bandwidth, network connectivity, hardware, and other factors outside Podium’s control. Except for the limited scope of services and warranty available to Client upon the purchase of Network Optimization, Client remains solely responsible for maintaining sufficient internet access, network connectivity, power, and other technical requirements necessary to enable its use of Phones.
3.5.1. Where possible, Podium will perform a network quality test prior to your purchase of Phones. This test will assess download and upload speeds, download and upload packet loss, as well as the number of devices on your network at the time of the test. If, following this initial test, your network quality does not meet the minimum requirements to support Phones, before you may purchase a Phones Subscription, you will be required to: (1) purchase Network Optimization; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements. You will also be required to: 1) purchase Network Optimization; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements, if Podium is unable to perform a pre-purchase network test, or your network passes the initial, pre-purchase test, but fails a second network quality test, performed by Podium during the post-purchase onboarding process.
3.5.2. Client understands and agrees that it is fully responsible for maintaining sufficient internet access, network connectivity, power, and other system and technical requirements necessary to enable the use of Phones, including following the completion of any purchased Network Optimization and any applicable Network Optimization warranty period.
3.5.3. Additionally, Clients understands and agrees that, whether or not it purchases Network Optimization, Client may not cancel or otherwise terminate its Phones Subscription, nor will Podium provide any refunds or service credits, due to network, hardware, or other issues caused by factors outside Podium’s direct control.
4. TERM AND TERMINATION
4.1. This Agreement will begin on the start date of the applicable Subscription Documentation for Phones and will remain in effect until the applicable Subscription Term has expired or the Subscription is terminated as expressly permitted by your Subscription Documentation.
5. OWNERSHIP AND RIGHTS.
5.1. These Phones Service Terms do not grant any rights or licenses in Phones, Desk Phone Products, Podium Technology, or related software other than as expressly stated in these Phones Service Terms. As between the parties, Podium owns all rights, title, and interest, including all intellectual property rights, in and to Phones, Desk Phone Products, and software. All rights not expressly granted are reserved.
6. FEES AND PAYMENT.
6.1. Unless otherwise specified in the applicable Subscription Documentation, Phones is provided on an ongoing, per-license subscription basis, including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the applicable Subscription Documentation or Agreement, as applicable. Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle, including Phones (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Agreement (collectively, the “Fees”). Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
6.2. Client will be responsible for all applicable taxes and fees accrued through Client’s use of Phones. These charges may change from time to time and vary depending on federal, state, and local rules. Podium may charge Client for applicable taxes and fees through Client’s invoice.
7. DESK PHONE PRODUCTS.
7.1. Desk Phone Products are manufactured by third parties and are resold by Podium. All Desk Phone Products features, specifications, and prices are subject to change at any time. Podium does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that the Desk Phone Products are available for lease or purchase. Podium is not obligated to accept any Subscription Documentation for the purchase of Desk Phone Products, and Podium may cancel accepted Subscription Documentation at any time if Podium is unable to fulfill the purchase request for any reason. If Podium cancels your Subscription Documentation for the purchase of Desk Phone Products because it is unable to fulfill the purchase request for any reason, Podium will fully refund the purchase fees prepaid by you for such Desk Phone Products.
7.2. The following terms apply to Desk Phone Products purchased by Client (as specified in Client’s Subscription Documentation):
7.2.1. Podium will deliver the Desk Phone Products to the delivery address specified in your Subscription Documentation, at which time risk of loss will pass to you. Podium will use commercially reasonable efforts to provide you with an estimated delivery date for each Desk Phone Product; however, such delivery date is a good-faith estimate only and is not binding on Podium.
7.2.2. Title to each Desk Phone Product will transfer to you upon: (a) your payment of all applicable purchase fees in respect of such Desk Phone Product and (b) delivery of the Desk Phone Product in accordance with this Section 7, whichever is later.
7.2.3. Client must immediately notify Podium in the event a Desk Phone is lost or stolen after it has been received by Client.
7.3. Your use of the Desk Phone Products is: (a) subject to the terms of the Podium Terms of Service, Acceptable Use Policy, these Phones Service Terms, and any additional terms set forth in the applicable Subscription Documentation; (b) limited to use in conjunction with the Phones and Desk Phone Services and other Podium Services; and (c) limited to use by competent trained employees, authorized by Client to operate or use Desk Phone Products, and with adequate security measures in place to safeguard Desk Phone Products and data collected by, and held on, Desk Phone Products.
7.4. You will not, and neither will you permit any third party to: (a) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Desk Phone Product; (b) work around any of the technical limitations implemented in a Desk Phone Product or enable functionality that is disabled or prohibited; (c) reverse engineer or attempt to reverse engineer a Desk Phone Products except as expressly permitted by applicable Law; (d) perform or attempt to perform any actions that would interfere with the normal operation of a Desk Phone Product or impact the use of the Desk Phone Products by other users; (e) use the Desk Phone Products in any manner not permitted hereunder or for any purpose other than commercial purposes; (f) use the Desk Phone Product in any location other than the registered location or move the Desk Phone Products to a new location without registering the device to its new location; (g) remove, modify, deface, or replace any of Podium’s or any Phones Service Provider’s proprietary notices or marks which appear on or are affixed to a Desk Phone Product; or (h) use the Desk Phone Products to violate any applicable Laws, including any laws and regulations related to notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Desk Phone Products.
7.5. Except as otherwise expressly stated herein, you are responsible for installing, integrating, and maintaining the Desk Phone Products, which includes updating the software as may be required by Podium or its Phones Service Provider(s) from time to time. Podium may make updates to the Desk Phone Products available to you. You must install these updates to continue using the Desk Phone Products. Podium will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Phones Service Terms unless other terms are provided with the updates.
7.6. Unless otherwise expressly provided in an applicable Subscription Documentation, Client will pay the purchase fee in full upon placing the order for purchase of the Desk Phone Product.
8. LIMITED DESK PHONE WARRANTY AND SUPPORT.
8.1. Podium provides a one-year limited warranty against defective materials and faulty workmanship in a Desk Phone Product. The warranty period starts on the date of your original purchase of the Desk Phone Products from Podium and ends one year after that date. If you submit a claim during this warranty period that is within the scope of the limited warranty, follow Podium’s instructions for returning the Desk Phone Product, and it appears that any product or part thereof contains a defect in materials or workmanship, Podium will at its option, to the extent permitted by applicable Law, either repair the Desk Phone Product, replace the Desk Phone Product, or refund to you all or part of the purchase price of the Desk Phone Product. This limited warranty applies only to unaltered hardware components of the Desk Phone Products that are used in accordance with these Phones Service Terms and not subject to accident, misuse, or neglect. Desk Phone Products with the original factory serial number removed, defaced, or altered will not receive the original manufacturer’s warranty coverage.
8.2. This limited warranty is provided by Podium and not the Phones Service Provider. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights. To make a warranty claim, please contact Podium. Podium will provide you with information about how to return your Desk Phone Products.
8.3. THE PHONES SERVICES AND DESK PHONE PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY STATED IN THESE PHONES TERMS, PODIUM PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE DESK PHONE PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT, AS WELL AS ANY OTHER IMPLIED WARRANTIES, SUCH AS WARRANTIES REGARDING DATA LOSS, AVAILABILITY, ACCURACY, FUNCTIONALITY, AND LACK OF VIRUSES. THIS SECTION 8.3 APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY LIMITATIONS AND DISCLAIMERS THAT MAY BE CONTAINED IN THE PODIUM TERMS OF SERVICE. ANY WARRANTIES, GUARANTEES, OR CONDITIONS THAT CANNOT BE DISCLAIMED AS A MATTER OF LAW, BUT WHICH MAY BE LIMITED IN DURATION, LAST FOR ONE YEAR FROM THE DATE ON WHICH YOU RECEIVE A DESK PHONE PRODUCT. Use of the Desk Phone Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Hardware Products to not function correctly. As a consequence, all such use is at your own risk.
9. PHONE NUMBER PORTING.
9.1. Port-In Requests. If you request Podium to port your phone number to Phones, you must execute a letter of authorization (“LOA”) provided to you by Podium, including all required information, and authorizing Podium and its Phones Service Provider to initiate the porting process. Podium assumes no responsibility for any lost communication that may occur during the porting process or for any delays or failures in the porting process that are caused by factors outside Podium’s control.
9.2. Port-Out Requests. As required by Law, Podium will comply with a valid request to port the number associated with your Phones account to another service provider. You understand and agree, however, that any such port-out request does not relieve you of any payment or other contractual obligations remaining under your existing agreement with Podium at the time of the request, and that you will be responsible to pay any remaining balance owed to Podium even after the port-out has been completed. You may also be subject to fees or charges applicable to the port-out request, which Podium may communicate to you in writing prior to or at the time of your port-out request. Additionally, you understand and agree that you must provide to Podium all documentation and information necessary to complete the port-out request, follow all processes required by Podium and the service provider to which you are porting your number in order to facilitate the request, and comply with all Laws and any third-party terms applicable to your port-out request. Podium will not be responsible for any delays or failures in the porting process, if such delays or failures are caused by factors outside Podium’s control, or for any service interruptions or downtime that occurs during the porting.
9.3. Number Releases. Upon termination of your Podium account, including your Phones services, any phone numbers associated with your account which have not been previously ported to another service provider may be released. You must, therefore, ensure that you coordinate the porting of your number before your Podium Subscription ends or is otherwise terminated.
10. EMERGENCY SERVICES
10.1. Overview of Emergency Services. Because Phones is a VoIP service the emergency calling services available through Phones operate differently from traditional emergency calling services and have certain limitations. If you are not comfortable with these limitations, you must utilize alternate means of accessing emergency services. By using Phones, you represent and warrant that you understand the limitations of emergency services available through Phones, and you agree to comply with your obligations as set forth in these Phones Service Terms.
10.2. Emergency Calls using Desk Phone(s) & Desktop Web Phone(s). When you use a Desk Phone or the Desktop Web Phone (see Section 10.3 for information on Mobile Web Phones) to make an emergency call, Phones relies on the information, including physical address, associated with your Phones account to route emergency calls to the nearest emergency responder(s). Accordingly, you are required to register a physical location address (“Registered Location”) when you activate your Phones account. If you change your location, you must immediately update your Registered Location, according to the process set forth below. If you have not updated your address to ensure its accuracy or if you are calling from an address other than your Registered Location, emergency services may be delayed. If no address is available, Phones will route the emergency call to a national emergency response center. When making an emergency call, it is also possible that, due to certain technical limitations, the dispatcher may not receive your contact information. You should, therefore, immediately inform the dispatcher of your location (or the location of the emergency) and other contact information. Do not disconnect the emergency call until told to do so by the dispatcher.
10.2.1. Confirming and Updating your Registered Location. USE OF PHONES FROM A LOCATION OTHER THAN YOUR REGISTERED LOCATION MAY CAUSE YOUR EMERGENCY CALL TO BE ROUTED TO THE WRONG PUBLIC SAFETY ANSWERING POINT (PSAP) OR CAUSE EMERGENCY RESPONDERS TO BE DISPATCHED TO THE WRONG ADDRESS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF YOUR REGISTERED LOCATION AND CONTACT INFORMATION BY PROVIDING, MAINTAINING, AND UPDATING SUCH INFORMATION FOR YOUR ACCOUNT. YOU ARE ALSO RESPONSIBLE FOR PERIODICALLY CHECKING THAT YOUR COMMUNICATIONS INFRASTRUCTURE IS PROPERLY CONFIGURED FOR EMERGENCY CALLING. You can verify that your Registered Location is correct via the following methods:
(a) By dialing 933 to be connected to an automated system that will read back the Podium Phones phone number you are calling from, along with the address associated with that number; or
(b) By visiting the “Phones Settings” page of the Podium portal and viewing your contact information on record.
Necessary updates to your information can be made in “Phones Settings.” Any changes you make to your Registered Location will take effect once you have saved them in “Phones Settings.”
10.3. Emergency Calling via Mobile Web Phone. If you attempt to make an emergency call using the Mobile Web Phone on your own device, the Phones application will close and will route that call to your device’s native dialer. If the device you are using does not have a native dialer (or the device does not have an active wireless cellular service), you will not be able to make the emergency call. Where possible you should make any emergency call directly using the native dialer on your device.
10.4. Additional Phones Limitations.
10.4.1. Emergency calling through Phones will not function if: (a) you experience an internet failure or power outage; (b) your broadband, ISP, or Phones services are terminated or suspended; or (c) your system access equipment fails or is not configured correctly. Network congestion may also delay or prevent completion of any emergency call. You will not be able to complete an emergency call if you move to a physical location outside the country in which Phones services are provided.
10.4.2. The availability of certain features, such as transmission of a Registered Location, depends on whether local emergency response centers support those features, and other factors outside of Podium’s control. Podium relies on qualified third parties to assist us in routing emergency calls and text messages to emergency response centers. Podium does not have control over emergency response centers, emergency responders, or other third parties.
10.5. Client Notice Obligations. YOUR USE, AND USE BY YOUR EMPLOYEES, AUTHORIZED USERS, GUESTS, AND OTHER THIRD PARTIES, OF PODIUM PHONES IS SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN. You are responsible for notifying any user or potential user(s) of Phones, including but not limited to your Authorized Users, of the limitations of Phones emergency calls. If you receive any label or sticker from Podium relating to emergency services, you must attach that label or sticker where it is visible on any Desk Phone you or your End Users may use in connection with Phones services.
10.6. Client Indemnity. Client will indemnify and hold harmless Podium Entities from and against any and all third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (i) Client’s incorrect information; (ii) Client’s failure to properly notify any person who may place calls using Phones of the emergency calling limitations; or (iii) the absence, failure, or outage of emergency calling using Phones for any reason; and (iv) the inability of any user of Phones to be able to access emergency service personnel for any reason.
10.7. Disclaimer. Neither Podium nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold Podium harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services. Podium disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Client to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Podium from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.
Effective November 2nd 2023 to March 7th 2024
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Table of Contents
PODIUM PHONES SERVICE TERMS
By using or accessing Podium’s Phones Service (“Phones”) (formerly, Voice), or by signing or clicking to accept to any Subscription Documentation that includes Phones or references these terms, you (“you” or “Client”) agree to be bound by the following terms and conditions (the “Phones Service Terms”).
These Phones Service Terms incorporate by this reference the Podium Terms of Service (currently available at: https://legal.podium.com/#termsofservice-us) (the “Podium Terms of Service”) as may be updated from time to time, which, among other terms, contain provisions governing the resolution of claims (see Section 13 (Disclaimers), Section 14 (Limitations of Liability), Section 15 (Dispute Resolution), and Section 16 (General) of the Podium Terms of Service). In the event of any conflict or inconsistency between these Phones Service Terms and the Podium Terms of Service, these Phones Service Terms will govern.
Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Phones Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references to the “Agreement” will include these Phones Service Terms.
1. DEFINITIONS
1.1. “Phones Service Provider(s)” means the third-party service provider(s) used by Podium to facilitate certain features of Phones. Podium may add or remove Phones Service Providers from time to time.
1.2. “Desk Phone Products” or “Desk Phones” means the physical device and any hardware and accessories provided or made available by Podium as part of Phones. Any software and/or firmware preinstalled on, or distributed with, the Desk Phone Products forms part of the Desk Phone Products.
1.3. “Web Phone” means the software-based phone available within the Phones desktop application (“Desktop Web Phone”) or the Phones mobile application (“Mobile Web Phone”) that allows Podium clients to make phone calls through a properly equipped and configured computer or mobile device, without the need for Desk Phone Products.
2. SERVICES.
2.1. Podium Phones. Podium Phones is a voice over internet protocol (“VoIP”) phone system integrated with Podium software to support communication with Client’s Customers. Subject to the performance of Client’s duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide Client with access to Phones. Podium Phones includes software, hardware, and other related elements. In order to access and fully use Phones, Client must register for and maintain an active account and Subscription with Podium. Client understands and agrees that Phones may be used in the United States only. Podium Phones is powered by Podium Voice, LLC, which is a regulated affiliate of Podium. Podium Voice, LLC is a third-party beneficiary of this Agreement and will be entitled to enforce the terms and conditions as if it were a party to the Agreement.
2.2. Phones Professional Installation. Phones Professional Installation ("Phones Professional Installation") is a program Podium makes available whereby we connect you with certain Third-Party Providers to perform installation services that may include: (a) assessment of your network to support VoIP compatibility and sufficient speed; (b) updating your network settings and configuration to improve performance (includes running up to 1 ethernet line (<50 feet)); (c) recommendations for network and hardware updates; (d) a physical desk phone installation session; (e) 30-day (from the date of installation), limited warranty services provided.
2.2.1. Podium does not perform your Phones Professional Installation and has no responsibility or liability for the installation. Podium partners with certain Third-Party Providers, who are independent of Podium, who will provide the Phones Professional Installation services you purchase. These providers are not employees, subcontractors, or agents of Podium. For your convenience, you will pay for the Phones Professional Installation services as defined above through Podium, who will accept payment on behalf of the Third-Party Provider that completes your Phones Professional Installation. The Third-Party Provider may have additional terms and conditions, which Client may be required to accept prior to receiving the Phones Professional Installation. Additionally, if you purchase or wish to purchase any additional services from the Third-Party Provider, beyond those expressly described herein or on your applicable Subscription Documentation, you must contract with and pay any applicable fees to the Third-Party Provider directly.
2.2.2. By purchasing Phones Professional Installation, Client authorizes Podium to share Client’s contact information with a Third-Party Provider and, as necessary, to allow the Third-Party Provider to access Client’s Podium Platform account for the purposes of providing Phones Professional Installation services. Podium will not be responsible or liable in any manner for any negligent or intentional acts of the Third-Party Provider relating to the Phones Professional Installation services or Client’s Podium account.
3. CLIENT OBLIGATIONS.
3.1. Client Data. In addition to Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium (or a Phones Service Provider, as applicable) any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of Phones, Client grants Podium, and its respective affiliates, a worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s and Phones Service Provider’s third-party service providers) in order to provide the Phones Services to Client and (ii) to enable Phones Service Provider(s) to use Client Data to: (a) provide the Phones Service Provider’s services to its (and its affiliates) other clients, as necessary; and (b) analyze and improve, and incorporate Client Data into, the Phones Service Provider’s products, systems, and tools. Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable Law, provided that to the extent permitted under applicable Law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Phones Service Terms) after the expiration or termination of your applicable Subscription Documentation.
3.2. Compliance with Laws and Terms. Client understands and agrees that Client will, for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing Phones; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use Phones only in compliance with all Laws, the terms of this Agreement, including Podium’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://legal.podium.com/#aup-us), and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its (and its Authorized Users') compliance with applicable Laws, these Phones Service Terms, and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Client also understands and agrees that it must not make any attempts to break or circumvent any security measures or rate limits of the Services, or to evade detection of a violation of these Phones Service Terms or the Law when using the Services. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated these Phones Service Terms.
3.3. Recording. Client understands and agrees that the Services may include certain features or functionality that allow Client to record or transcribe certain audio and other data related to communications made using the Services. If Client uses this functionality, Client is solely responsible for complying (and ensuring all its Authorized Users comply) with applicable Laws in the jurisdictions in which it uses this functionality. Podium disclaims all liability for your use of these recording and transcribing features, and you agree to hold Podium harmless for all liabilities related to your use of these features.
3.4. Account Use and Security. Client is solely responsible and accepts full liability for all use of its Phones Service, with or without Client’s permission. Client is solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject it to a higher level of risk for fraudulent activity. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Additionally, unless otherwise specified in your applicable Subscription Documentation, your use of Phones is subject to the applicable Scope of Use limits listed at https://www.podium.com/pricing/. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions. If specific Scope of Use Limits have not been expressly designated for your Phones Services, or the Services you’ve purchased have been designated as “unlimited”, such Services are intended (and may be used only) for normal business use in compliance with the Agreement, including the AUP and your Subscription Documentation. Because any unusually high or excessive usage of Phones, or use of Phones beyond any applicable Scope of Use limit(s), may impair Podium’s ability to provide the Services to you and other Podium users, in the event that Podium discovers or reasonably suspects the occurrence of excessive, unauthorized, or prohibited usage of Phones, Podium reserves the right to take actions it deems reasonably necessary to prevent or stop such usage (including suspending or terminating your use of or access to the Services) without prior notice.
3.5. Responsibility for System and Technical Requirements. Client understands and agrees that Phones is a VoIP phone service and there are many factors that may impact Client's ability to use Phones, including but not limited to network speeds and bandwidth, network connectivity, hardware, and other factors outside Podium’s control. Except for the limited scope of services and warranty available to Client upon the purchase of Phones Professional Installation, Client remains solely responsible for maintaining sufficient internet access, network connectivity, power, and other technical requirements necessary to enable its use of Phones.
3.5.1. Where possible, Podium will perform a network quality test prior to your purchase of Phones. This test will assess download and upload speeds, download and upload packet loss, as well as the number of devices on your network at the time of the test. If, following this initial test, your network quality does not meet the minimum requirements to support Phones, before you may purchase a Phones Subscription, you will be required to: (1) purchase Phones Professional Installation; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements. You will also be required to: 1) purchase Phones Professional Installation; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements, if Podium is unable to perform a pre-purchase network test, or your network passes the initial, pre-purchase test, but fails a second network quality test, performed by Podium during the post-purchase onboarding process.
3.5.2. Client understands and agrees that it is fully responsible for maintaining sufficient internet access, network connectivity, power, and other system and technical requirements necessary to enable the use of Phones, including following the completion of any purchased Phones Professional Installation and any applicable Phones Professional Installation warranty period.
3.5.3. Additionally, Clients understands and agrees that, whether or not it purchases Phones Professional Installation, Client may not cancel or otherwise terminate its Phones Subscription, nor will Podium provide any refunds or service credits, due to network, hardware, or other issues caused by factors outside Podium’s direct control.
4. TERM AND TERMINATION
4.1. This Agreement will begin on the start date of the applicable Subscription Documentation for Phones and will remain in effect until the applicable Subscription Term has expired or the Subscription is terminated as expressly permitted by your Subscription Documentation.
5. OWNERSHIP AND RIGHTS.
5.1. These Phones Service Terms do not grant any rights or licenses in Phones, Desk Phone Products, Podium Technology, or related software other than as expressly stated in these Phones Service Terms. As between the parties, Podium owns all rights, title, and interest, including all intellectual property rights, in and to Phones, Desk Phone Products, and software. All rights not expressly granted are reserved.
6. FEES AND PAYMENT.
6.1. Unless otherwise specified in the applicable Subscription Documentation, Phones is provided on an ongoing, per-license subscription basis, including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the applicable Subscription Documentation or Agreement, as applicable. Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle, including Phones (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Agreement (collectively, the “Fees”). Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
6.2. Client will be responsible for all applicable taxes and fees accrued through Client’s use of Phones. These charges may change from time to time and vary depending on federal, state, and local rules. Podium may charge Client for applicable taxes and fees through Client’s invoice.
7. DESK PHONE PRODUCTS.
7.1. Desk Phone Products are manufactured by third parties and are resold by Podium. All Desk Phone Products features, specifications, and prices are subject to change at any time. Podium does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that the Desk Phone Products are available for lease or purchase. Podium is not obligated to accept any Subscription Documentation for the purchase of Desk Phone Products, and Podium may cancel accepted Subscription Documentation at any time if Podium is unable to fulfill the purchase request for any reason. If Podium cancels your Subscription Documentation for the purchase of Desk Phone Products because it is unable to fulfill the purchase request for any reason, Podium will fully refund the purchase fees prepaid by you for such Desk Phone Products.
7.2. The following terms apply to Desk Phone Products purchased by Client (as specified in Client’s Subscription Documentation):
7.2.1. Podium will deliver the Desk Phone Products to the delivery address specified in your Subscription Documentation, at which time risk of loss will pass to you. Podium will use commercially reasonable efforts to provide you with an estimated delivery date for each Desk Phone Product; however, such delivery date is a good-faith estimate only and is not binding on Podium.
7.2.2. Title to each Desk Phone Product will transfer to you upon: (a) your payment of all applicable purchase fees in respect of such Desk Phone Product and (b) delivery of the Desk Phone Product in accordance with this Section 7, whichever is later.
7.2.3. Client must immediately notify Podium in the event a Desk Phone is lost or stolen after it has been received by Client.
7.3. Your use of the Desk Phone Products is: (a) subject to the terms of the Podium Terms of Service, Acceptable Use Policy, these Phones Service Terms, and any additional terms set forth in the applicable Subscription Documentation; (b) limited to use in conjunction with the Phones and Desk Phone Services and other Podium Services; and (c) limited to use by competent trained employees, authorized by Client to operate or use Desk Phone Products, and with adequate security measures in place to safeguard Desk Phone Products and data collected by, and held on, Desk Phone Products.
7.4. You will not, and neither will you permit any third party to: (a) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Desk Phone Product; (b) work around any of the technical limitations implemented in a Desk Phone Product or enable functionality that is disabled or prohibited; (c) reverse engineer or attempt to reverse engineer a Desk Phone Products except as expressly permitted by applicable Law; (d) perform or attempt to perform any actions that would interfere with the normal operation of a Desk Phone Product or impact the use of the Desk Phone Products by other users; (e) use the Desk Phone Products in any manner not permitted hereunder or for any purpose other than commercial purposes; (f) use the Desk Phone Product in any location other than the registered location or move the Desk Phone Products to a new location without registering the device to its new location; (g) remove, modify, deface, or replace any of Podium’s or any Phones Service Provider’s proprietary notices or marks which appear on or are affixed to a Desk Phone Product; or (h) use the Desk Phone Products to violate any applicable Laws, including any laws and regulations related to notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Desk Phone Products.
7.5. Except as otherwise expressly stated herein, you are responsible for installing, integrating, and maintaining the Desk Phone Products, which includes updating the software as may be required by Podium or its Phones Service Provider(s) from time to time. Podium may make updates to the Desk Phone Products available to you. You must install these updates to continue using the Desk Phone Products. Podium will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Phones Service Terms unless other terms are provided with the updates.
7.6. Unless otherwise expressly provided in an applicable Subscription Documentation, Client will pay the purchase fee in full upon placing the order for purchase of the Desk Phone Product.
8. LIMITED DESK PHONE WARRANTY AND SUPPORT.
8.1. Podium provides a one-year limited warranty against defective materials and faulty workmanship in a Desk Phone Product. The warranty period starts on the date of your original purchase of the Desk Phone Products from Podium and ends one year after that date. If you submit a claim during this warranty period that is within the scope of the limited warranty, follow Podium’s instructions for returning the Desk Phone Product, and it appears that any product or part thereof contains a defect in materials or workmanship, Podium will at its option, to the extent permitted by applicable Law, either repair the Desk Phone Product, replace the Desk Phone Product, or refund to you all or part of the purchase price of the Desk Phone Product. This limited warranty applies only to unaltered hardware components of the Desk Phone Products that are used in accordance with these Phones Service Terms and not subject to accident, misuse, or neglect. Desk Phone Products with the original factory serial number removed, defaced, or altered will not receive the original manufacturer’s warranty coverage.
8.2. This limited warranty is provided by Podium and not the Phones Service Provider. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights. To make a warranty claim, please contact Podium. Podium will provide you with information about how to return your Desk Phone Products.
8.3. THE PHONES SERVICES AND DESK PHONE PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY STATED IN THESE PHONES TERMS, PODIUM PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE DESK PHONE PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT, AS WELL AS ANY OTHER IMPLIED WARRANTIES, SUCH AS WARRANTIES REGARDING DATA LOSS, AVAILABILITY, ACCURACY, FUNCTIONALITY, AND LACK OF VIRUSES. THIS SECTION 8.3 APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY LIMITATIONS AND DISCLAIMERS THAT MAY BE CONTAINED IN THE PODIUM TERMS OF SERVICE. ANY WARRANTIES, GUARANTEES, OR CONDITIONS THAT CANNOT BE DISCLAIMED AS A MATTER OF LAW, BUT WHICH MAY BE LIMITED IN DURATION, LAST FOR ONE YEAR FROM THE DATE ON WHICH YOU RECEIVE A DESK PHONE PRODUCT. Use of the Desk Phone Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Hardware Products to not function correctly. As a consequence, all such use is at your own risk.
9. PHONE NUMBER PORTING.
9.1. Port-In Requests. If you request Podium to port your phone number to Phones, you must execute a letter of authorization (“LOA”) provided to you by Podium, including all required information, and authorizing Podium and its Phones Service Provider to initiate the porting process. Podium assumes no responsibility for any lost communication that may occur during the porting process or for any delays or failures in the porting process that are caused by factors outside Podium’s control.
9.2. Port-Out Requests. As required by Law, Podium will comply with a valid request to port the number associated with your Phones account to another service provider. You understand and agree, however, that any such port-out request does not relieve you of any payment or other contractual obligations remaining under your existing agreement with Podium at the time of the request, and that you will be responsible to pay any remaining balance owed to Podium even after the port-out has been completed. You may also be subject to fees or charges applicable to the port-out request, which Podium may communicate to you in writing prior to or at the time of your port-out request. Additionally, you understand and agree that you must provide to Podium all documentation and information necessary to complete the port-out request, follow all processes required by Podium and the service provider to which you are porting your number in order to facilitate the request, and comply with all Laws and any third-party terms applicable to your port-out request. Podium will not be responsible for any delays or failures in the porting process, if such delays or failures are caused by factors outside Podium’s control, or for any service interruptions or downtime that occurs during the porting.
9.3. Number Releases. Upon termination of your Podium account, including your Phones services, any phone numbers associated with your account which have not been previously ported to another service provider may be released. You must, therefore, ensure that you coordinate the porting of your number before your Podium Subscription ends or is otherwise terminated.
10. EMERGENCY SERVICES
10.1. Overview of Emergency Services. Because Phones is a VoIP service the emergency calling services available through Phones operate differently from traditional emergency calling services and have certain limitations. If you are not comfortable with these limitations, you must utilize alternate means of accessing emergency services. By using Phones, you represent and warrant that you understand the limitations of emergency services available through Phones, and you agree to comply with your obligations as set forth in these Phones Service Terms.
10.2. Emergency Calls using Desk Phone(s) & Desktop Web Phone(s). When you use a Desk Phone or the Desktop Web Phone (see Section 10.3 for information on Mobile Web Phones) to make an emergency call, Phones relies on the information, including physical address, associated with your Phones account to route emergency calls to the nearest emergency responder(s). Accordingly, you are required to register a physical location address (“Registered Location”) when you activate your Phones account. If you change your location, you must immediately update your Registered Location, according to the process set forth below. If you have not updated your address to ensure its accuracy or if you are calling from an address other than your Registered Location, emergency services may be delayed. If no address is available, Phones will route the emergency call to a national emergency response center. When making an emergency call, it is also possible that, due to certain technical limitations, the dispatcher may not receive your contact information. You should, therefore, immediately inform the dispatcher of your location (or the location of the emergency) and other contact information. Do not disconnect the emergency call until told to do so by the dispatcher.
10.2.1. Confirming and Updating your Registered Location. USE OF PHONES FROM A LOCATION OTHER THAN YOUR REGISTERED LOCATION MAY CAUSE YOUR EMERGENCY CALL TO BE ROUTED TO THE WRONG PUBLIC SAFETY ANSWERING POINT (PSAP) OR CAUSE EMERGENCY RESPONDERS TO BE DISPATCHED TO THE WRONG ADDRESS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF YOUR REGISTERED LOCATION AND CONTACT INFORMATION BY PROVIDING, MAINTAINING, AND UPDATING SUCH INFORMATION FOR YOUR ACCOUNT. YOU ARE ALSO RESPONSIBLE FOR PERIODICALLY CHECKING THAT YOUR COMMUNICATIONS INFRASTRUCTURE IS PROPERLY CONFIGURED FOR EMERGENCY CALLING. You can verify that your Registered Location is correct via the following methods:
(a) By dialing 933 to be connected to an automated system that will read back the Podium Phones phone number you are calling from, along with the address associated with that number; or
(b) By visiting the “Phones Settings” page of the Podium portal and viewing your contact information on record.
Necessary updates to your information can be made in “Phones Settings.” Any changes you make to your Registered Location will take effect once you have saved them in “Phones Settings.”
10.3. Emergency Calling via Mobile Web Phone. If you attempt to make an emergency call using the Mobile Web Phone on your own device, the Phones application will close and will route that call to your device’s native dialer. If the device you are using does not have a native dialer (or the device does not have an active wireless cellular service), you will not be able to make the emergency call. Where possible you should make any emergency call directly using the native dialer on your device.
10.4. Additional Phones Limitations.
10.4.1. Emergency calling through Phones will not function if: (a) you experience an internet failure or power outage; (b) your broadband, ISP, or Phones services are terminated or suspended; or (c) your system access equipment fails or is not configured correctly. Network congestion may also delay or prevent completion of any emergency call. You will not be able to complete an emergency call if you move to a physical location outside the country in which Phones services are provided.
10.4.2. The availability of certain features, such as transmission of a Registered Location, depends on whether local emergency response centers support those features, and other factors outside of Podium’s control. Podium relies on qualified third parties to assist us in routing emergency calls and text messages to emergency response centers. Podium does not have control over emergency response centers, emergency responders, or other third parties.
10.5. Client Notice Obligations. YOUR USE, AND USE BY YOUR EMPLOYEES, AUTHORIZED USERS, GUESTS, AND OTHER THIRD PARTIES, OF PODIUM PHONES IS SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN. You are responsible for notifying any user or potential user(s) of Phones, including but not limited to your Authorized Users, of the limitations of Phones emergency calls. If you receive any label or sticker from Podium relating to emergency services, you must attach that label or sticker where it is visible on any Desk Phone you or your End Users may use in connection with Phones services.
10.6. Client Indemnity. Client will indemnify and hold harmless Podium Entities from and against any and all third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (i) Client’s incorrect information; (ii) Client’s failure to properly notify any person who may place calls using Phones of the emergency calling limitations; or (iii) the absence, failure, or outage of emergency calling using Phones for any reason; and (iv) the inability of any user of Phones to be able to access emergency service personnel for any reason.
10.7. Disclaimer. Neither Podium nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold Podium harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services. Podium disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Client to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Podium from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.
Effective October 19th 2023 to November 2nd 2023
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PODIUM PHONES SERVICE TERMS
By using or accessing Podium’s Phones Service (“Phones”) (formerly, Voice), or by signing or clicking to accept to any Subscription Documentation that includes Phones or references these terms, you (“you” or “Client”) agree to be bound by the following terms and conditions (the “Phones Service Terms”).
These Phones Service Terms incorporate by this reference the Podium Terms of Service (currently available at: https://legal.podium.com/#termsofservice-us) (the “Podium Terms of Service”) as may be updated from time to time, which, among other terms, contain provisions governing the resolution of claims (see Section 13 (Disclaimers), Section 14 (Limitations of Liability), Section 15 (Dispute Resolution), and Section 16 (General) of the Podium Terms of Service). In the event of any conflict or inconsistency between these Phones Service Terms and the Podium Terms of Service, these Phones Service Terms will govern.
Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Phones Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references to the “Agreement” will include these Phones Service Terms.
1. DEFINITIONS
1.1. “Phones Service Provider(s)” means the third-party service provider(s) used by Podium to facilitate certain features of Phones. Podium may add or remove Phones Service Providers from time to time.
1.2. “Desk Phone Products” or “Desk Phones” means the physical device and any hardware and accessories provided or made available by Podium as part of Phones. Any software and/or firmware preinstalled on, or distributed with, the Desk Phone Products forms part of the Desk Phone Products.
1.3. “Web Phone” means the software-based phone available within the Phones desktop application (“Desktop Web Phone”) or the Phones mobile application (“Mobile Web Phone”) that allows Podium clients to make phone calls through a properly equipped and configured computer or mobile device, without the need for Desk Phone Products.
2. SERVICES.
2.1. Podium Phones. Podium Phones is a voice over internet protocol (“VoIP”) phone system integrated with Podium software to support communication with Client’s Customers. Subject to the performance of Client’s duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide Client with access to Phones. Podium Phones includes software, hardware, and other related elements. In order to access and fully use Phones, Client must register for and maintain an active account and Subscription with Podium. Client understands and agrees that Phones may be used in the United States only. Podium Phones is powered by Podium Voice, LLC, which is a regulated affiliate of Podium. Podium Voice, LLC is a third-party beneficiary of this Agreement and will be entitled to enforce the terms and conditions as if it were a party to the Agreement.
2.2. Phones Professional Installation. Phones Professional Installation ("Phones Professional Installation") is a program Podium makes available whereby we connect you with certain Third-Party Providers to perform installation services that may include: (a) assessment of your network to support VoIP compatibility and sufficient speed; (b) updating your network settings and configuration to improve performance (includes running up to 1 ethernet line (<50 feet)); (c) recommendations for network and hardware updates; (d) a physical desk phone installation session; (e) 30-day (from the date of installation), limited warranty services provided.
2.2.1. Podium does not perform your Phones Professional Installation and has no responsibility or liability for the installation. Podium partners with certain Third-Party Providers, who are independent of Podium, who will provide the Phones Professional Installation services you purchase. These providers are not employees, subcontractors, or agents of Podium. For your convenience, you will pay for the Phones Professional Installation services as defined above through Podium, who will accept payment on behalf of the Third-Party Provider that completes your Phones Professional Installation. The Third-Party Provider may have additional terms and conditions, which Client may be required to accept prior to receiving the Phones Professional Installation. Additionally, if you purchase or wish to purchase any additional services from the Third-Party Provider, beyond those expressly described herein or on your applicable Subscription Documentation, you must contract with and pay any applicable fees to the Third-Party Provider directly.
2.2.2. By purchasing Phones Professional Installation, Client authorizes Podium to share Client’s contact information with a Third-Party Provider and, as necessary, to allow the Third-Party Provider to access Client’s Podium Platform account for the purposes of providing Phones Professional Installation services. Podium will not be responsible or liable in any manner for any negligent or intentional acts of the Third-Party Provider relating to the Phones Professional Installation services or Client’s Podium account.
3. CLIENT OBLIGATIONS.
3.1. Client Data. In addition to Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium (or a Phones Service Provider, as applicable) any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of Phones, Client grants Podium, and its respective affiliates, a worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s and Phones Service Provider’s third-party service providers) in order to provide the Phones Services to Client and (ii) to enable Phones Service Provider(s) to use Client Data to: (a) provide the Phones Service Provider’s services to its (and its affiliates) other clients, as necessary; and (b) analyze and improve, and incorporate Client Data into, the Phones Service Provider’s products, systems, and tools. Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable Law, provided that to the extent permitted under applicable Law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Phones Service Terms) after the expiration or termination of your applicable Subscription Documentation.
3.2. Compliance with Laws and Terms. Client understands and agrees that Client will, for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing Phones; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use Phones only in compliance with all Laws, the terms of this Agreement, including Podium’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://legal.podium.com/#aup-us), and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its (and its Authorized Users') compliance with applicable Laws, these Phones Service Terms, and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Client also understands and agrees that it must not make any attempts to break or circumvent any security measures or rate limits of the Services, or to evade detection of a violation of these Phones Service Terms or the Law when using the Services. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated these Phones Service Terms.
3.3. Recording. Client understands and agrees that the Services may include certain features or functionality that allow Client to record or transcribe certain audio and other data related to communications made using the Services. If Client uses this functionality, Client is solely responsible for complying (and ensuring all its Authorized Users comply) with applicable Laws in the jurisdictions in which it uses this functionality. Podium disclaims all liability for your use of these recording and transcribing features, and you agree to hold Podium harmless for all liabilities related to your use of these features.
3.4. Account Use and Security. Client is solely responsible and accepts full liability for all use of its Phones Service, with or without Client’s permission. Client is solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject it to a higher level of risk for fraudulent activity. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Additionally, unless otherwise specified in your applicable Subscription Documentation, your use of Phones is subject to the applicable Scope of Use limits listed at https://www.podium.com/pricing/. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions. If specific Scope of Use Limits have not been expressly designated for your Phones Services, or the Services you’ve purchased have been designated as “unlimited”, such Services are intended (and may be used only) for normal business use in compliance with the Agreement, including the AUP and your Subscription Documentation. Because any unusually high or excessive usage of Phones, or use of Phones beyond any applicable Scope of Use limit(s), may impair Podium’s ability to provide the Services to you and other Podium users, in the event that Podium discovers or reasonably suspects the occurrence of excessive, unauthorized, or prohibited usage of Phones, Podium reserves the right to take actions it deems reasonably necessary to prevent or stop such usage (including suspending or terminating your use of or access to the Services) without prior notice.
3.5. Responsibility for System and Technical Requirements. Client understands and agrees that Phones is a VoIP phone service and there are many factors that may impact Client's ability to use Phones, including but not limited to network speeds and bandwidth, network connectivity, hardware, and other factors outside Podium’s control. Except for the limited scope of services and warranty available to Client upon the purchase of Phones Professional Installation, Client remains solely responsible for maintaining sufficient internet access, network connectivity, power, and other technical requirements necessary to enable its use of Phones.
3.5.1. Where possible, Podium will perform a network quality test prior to your purchase of Phones. This test will assess download and upload speeds, download and upload packet loss, as well as the number of devices on your network at the time of the test. If, following this initial test, your network quality does not meet the minimum requirements to support Phones, before you may purchase a Phones Subscription, you will be required to: (1) purchase Phones Professional Installation; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements. You will also be required to: 1) purchase Phones Professional Installation; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements, if Podium is unable to perform a pre-purchase network test, or your network passes the initial, pre-purchase test, but fails a second network quality test, performed by Podium during the post-purchase onboarding process.
3.5.2. Client understands and agrees that it is fully responsible for maintaining sufficient internet access, network connectivity, power, and other system and technical requirements necessary to enable the use of Phones, including following the completion of any purchased Phones Professional Installation and any applicable Phones Professional Installation warranty period.
3.5.3. Additionally, Clients understands and agrees that, whether or not it purchases Phones Professional Installation, Client may not cancel or otherwise terminate its Phones Subscription, nor will Podium provide any refunds or service credits, due to network, hardware, or other issues caused by factors outside Podium’s direct control.
4. TERM AND TERMINATION
4.1. This Agreement will begin on the start date of the applicable Subscription Documentation for Phones and will remain in effect until the applicable Subscription Term has expired or the Subscription is terminated as expressly permitted by your Subscription Documentation.
5. OWNERSHIP AND RIGHTS.
5.1. These Phones Service Terms do not grant any rights or licenses in Phones, Desk Phone Products, Podium Technology, or related software other than as expressly stated in these Phones Service Terms. As between the parties, Podium owns all rights, title, and interest, including all intellectual property rights, in and to Phones, Desk Phone Products, and software. All rights not expressly granted are reserved.
6. FEES AND PAYMENT.
6.1. Unless otherwise specified in the applicable Subscription Documentation, Phones is provided on an ongoing, per-license subscription basis, including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the applicable Subscription Documentation or Agreement, as applicable. Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle, including Phones (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Agreement (collectively, the “Fees”). Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
6.2. Client will be responsible for all applicable taxes and fees accrued through Client’s use of Phones. These charges may change from time to time and vary depending on federal, state, and local rules. Podium may charge Client for applicable taxes and fees through Client’s invoice.
7. DESK PHONE PRODUCTS.
7.1. Desk Phone Products are manufactured by third parties and are resold by Podium. All Desk Phone Products features, specifications, and prices are subject to change at any time. Podium does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that the Desk Phone Products are available for lease or purchase. Podium is not obligated to accept any Subscription Documentation for the purchase of Desk Phone Products, and Podium may cancel accepted Subscription Documentation at any time if Podium is unable to fulfill the purchase request for any reason. If Podium cancels your Subscription Documentation for the purchase of Desk Phone Products because it is unable to fulfill the purchase request for any reason, Podium will fully refund the purchase fees prepaid by you for such Desk Phone Products.
7.2. The following terms apply to Desk Phone Products purchased by Client (as specified in Client’s Subscription Documentation):
7.2.1. Podium will deliver the Desk Phone Products to the delivery address specified in your Subscription Documentation, at which time risk of loss will pass to you. Podium will use commercially reasonable efforts to provide you with an estimated delivery date for each Desk Phone Product; however, such delivery date is a good-faith estimate only and is not binding on Podium.
7.2.2. Title to each Desk Phone Product will transfer to you upon: (a) your payment of all applicable purchase fees in respect of such Desk Phone Product and (b) delivery of the Desk Phone Product in accordance with this Section 7, whichever is later.
7.2.3. Client must immediately notify Podium in the event a Desk Phone is lost or stolen after it has been received by Client.
7.3. Your use of the Desk Phone Products is: (a) subject to the terms of the Podium Terms of Service, Acceptable Use Policy, these Phones Service Terms, and any additional terms set forth in the applicable Subscription Documentation; (b) limited to use in conjunction with the Phones and Desk Phone Services and other Podium Services; and (c) limited to use by competent trained employees, authorized by Client to operate or use Desk Phone Products, and with adequate security measures in place to safeguard Desk Phone Products and data collected by, and held on, Desk Phone Products.
7.4. You will not, and neither will you permit any third party to: (a) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Desk Phone Product; (b) work around any of the technical limitations implemented in a Desk Phone Product or enable functionality that is disabled or prohibited; (c) reverse engineer or attempt to reverse engineer a Desk Phone Products except as expressly permitted by applicable Law; (d) perform or attempt to perform any actions that would interfere with the normal operation of a Desk Phone Product or impact the use of the Desk Phone Products by other users; (e) use the Desk Phone Products in any manner not permitted hereunder or for any purpose other than commercial purposes; (f) use the Desk Phone Product in any location other than the registered location or move the Desk Phone Products to a new location without registering the device to its new location; (g) remove, modify, deface, or replace any of Podium’s or any Phones Service Provider’s proprietary notices or marks which appear on or are affixed to a Desk Phone Product; or (h) use the Desk Phone Products to violate any applicable Laws, including any laws and regulations related to notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Desk Phone Products.
7.5. Except as otherwise expressly stated herein, you are responsible for installing, integrating, and maintaining the Desk Phone Products, which includes updating the software as may be required by Podium or its Phones Service Provider(s) from time to time. Podium may make updates to the Desk Phone Products available to you. You must install these updates to continue using the Desk Phone Products. Podium will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Phones Service Terms unless other terms are provided with the updates.
7.6. Unless otherwise expressly provided in an applicable Subscription Documentation, Client will pay the purchase fee in full upon placing the order for purchase of the Desk Phone Product.
8. LIMITED DESK PHONE WARRANTY AND SUPPORT.
8.1. Podium provides a one-year limited warranty against defective materials and faulty workmanship in a Desk Phone Product. The warranty period starts on the date of your original purchase of the Desk Phone Products from Podium and ends one year after that date. If you submit a claim during this warranty period that is within the scope of the limited warranty, follow Podium’s instructions for returning the Desk Phone Product, and it appears that any product or part thereof contains a defect in materials or workmanship, Podium will at its option, to the extent permitted by applicable Law, either repair the Desk Phone Product, replace the Desk Phone Product, or refund to you all or part of the purchase price of the Desk Phone Product. This limited warranty applies only to unaltered hardware components of the Desk Phone Products that are used in accordance with these Phones Service Terms and not subject to accident, misuse, or neglect. Desk Phone Products with the original factory serial number removed, defaced, or altered will not receive the original manufacturer’s warranty coverage.
8.2. This limited warranty is provided by Podium and not the Phones Service Provider. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights. To make a warranty claim, please contact Podium. Podium will provide you with information about how to return your Desk Phone Products.
8.3. THE PHONES SERVICES AND DESK PHONE PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY STATED IN THESE PHONES TERMS, PODIUM PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE DESK PHONE PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT, AS WELL AS ANY OTHER IMPLIED WARRANTIES, SUCH AS WARRANTIES REGARDING DATA LOSS, AVAILABILITY, ACCURACY, FUNCTIONALITY, AND LACK OF VIRUSES. THIS SECTION 8.3 APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY LIMITATIONS AND DISCLAIMERS THAT MAY BE CONTAINED IN THE PODIUM TERMS OF SERVICE. ANY WARRANTIES, GUARANTEES, OR CONDITIONS THAT CANNOT BE DISCLAIMED AS A MATTER OF LAW, BUT WHICH MAY BE LIMITED IN DURATION, LAST FOR ONE YEAR FROM THE DATE ON WHICH YOU RECEIVE A DESK PHONE PRODUCT. Use of the Desk Phone Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Hardware Products to not function correctly. As a consequence, all such use is at your own risk.
9. PHONE NUMBER PORTING.
9.1. Port-In Requests. If you request Podium to port your phone number to Phones, you must execute a letter of authorization (“LOA”) provided to you by Podium, including all required information, and authorizing Podium and its Phones Service Provider to initiate the porting process. Podium assumes no responsibility for any lost communication that may occur during the porting process or for any delays or failures in the porting process that are caused by factors outside Podium’s control.
9.2. Port-Out Requests. As required by Law, Podium will comply with a valid request to port the number associated with your Phones account to another service provider. You understand and agree, however, that any such port-out request does not relieve you of any payment or other contractual obligations remaining under your existing agreement with Podium at the time of the request, and that you will be responsible to pay any remaining balance owed to Podium even after the port-out has been completed. You may also be subject to fees or charges applicable to the port-out request, which Podium may communicate to you in writing prior to or at the time of your port-out request. Additionally, you understand and agree that you must provide to Podium all documentation and information necessary to complete the port-out request, follow all processes required by Podium and the service provider to which you are porting your number in order to facilitate the request, and comply with all Laws and any third-party terms applicable to your port-out request. Podium will not be responsible for any delays or failures in the porting process, if such delays or failures are caused by factors outside Podium’s control, or for any service interruptions or downtime that occurs during the porting.
9.3. Number Releases. Upon termination of your Podium account, including your Phones services, any phone numbers associated with your account which have not been previously ported to another service provider may be released. You must, therefore, ensure that you coordinate the porting of your number before your Podium Subscription ends or is otherwise terminated.
10. EMERGENCY SERVICES
10.1. Overview of Emergency Services. Because Phones is a VoIP service the emergency calling services available through Phones operate differently from traditional emergency calling services and have certain limitations. If you are not comfortable with these limitations, you must utilize alternate means of accessing emergency services. By using Phones, you represent and warrant that you understand the limitations of emergency services available through Phones, and you agree to comply with your obligations as set forth in these Phones Service Terms.
10.2. Emergency Calls using Desk Phone(s) & Desktop Web Phone(s). When you use a Desk Phone or the Desktop Web Phone (see Section 10.3 for information on Mobile Web Phones) to make an emergency call, Phones relies on the information, including physical address, associated with your Phones account to route emergency calls to the nearest emergency responder(s). Accordingly, you are required to register a physical location address (“Registered Location”) when you activate your Phones account. If you change your location, you must immediately update your Registered Location, according to the process set forth below. If you have not updated your address to ensure its accuracy or if you are calling from an address other than your Registered Location, emergency services may be delayed. If no address is available, Phones will route the emergency call to a national emergency response center. When making an emergency call, it is also possible that, due to certain technical limitations, the dispatcher may not receive your contact information. You should, therefore, immediately inform the dispatcher of your location (or the location of the emergency) and other contact information. Do not disconnect the emergency call until told to do so by the dispatcher.
10.2.1. Confirming and Updating your Registered Location. USE OF PHONES FROM A LOCATION OTHER THAN YOUR REGISTERED LOCATION MAY CAUSE YOUR EMERGENCY CALL TO BE ROUTED TO THE WRONG PUBLIC SAFETY ANSWERING POINT (PSAP) OR CAUSE EMERGENCY RESPONDERS TO BE DISPATCHED TO THE WRONG ADDRESS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF YOUR REGISTERED LOCATION AND CONTACT INFORMATION BY PROVIDING, MAINTAINING, AND UPDATING SUCH INFORMATION FOR YOUR ACCOUNT. YOU ARE ALSO RESPONSIBLE FOR PERIODICALLY CHECKING THAT YOUR COMMUNICATIONS INFRASTRUCTURE IS PROPERLY CONFIGURED FOR EMERGENCY CALLING. You can verify that your Registered Location is correct via the following methods:
(a) By dialing 933 to be connected to an automated system that will read back the Podium Phones phone number you are calling from, along with the address associated with that number; or
(b) By visiting the “Phones Settings” page of the Podium portal and viewing your contact information on record.
Necessary updates to your information can be made in “Phones Settings.” Any changes you make to your Registered Location will take effect once you have saved them in “Phones Settings.”
10.3. Emergency Calling via Mobile Web Phone. If you attempt to make an emergency call using the Mobile Web Phone on your own device, the Phones application will close and will route that call to your device’s native dialer. If the device you are using does not have a native dialer (or the device does not have an active wireless cellular service), you will not be able to make the emergency call. Where possible you should make any emergency call directly using the native dialer on your device.
10.4. Additional Phones Limitations.
10.4.1. Emergency calling through Phones will not function if: (a) you experience an internet failure or power outage; (b) your broadband, ISP, or Phones services are terminated or suspended; or (c) your system access equipment fails or is not configured correctly. Network congestion may also delay or prevent completion of any emergency call. You will not be able to complete an emergency call if you move to a physical location outside the country in which Phones services are provided.
10.4.2. The availability of certain features, such as transmission of a Registered Location, depends on whether local emergency response centers support those features, and other factors outside of Podium’s control. Podium relies on qualified third parties to assist us in routing emergency calls and text messages to emergency response centers. Podium does not have control over emergency response centers, emergency responders, or other third parties.
10.5. Client Notice Obligations. YOUR USE, AND USE BY YOUR EMPLOYEES, AUTHORIZED USERS, GUESTS, AND OTHER THIRD PARTIES, OF PODIUM PHONES IS SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN. You are responsible for notifying any user or potential user(s) of Phones, including but not limited to your Authorized Users, of the limitations of Phones emergency calls. If you receive any label or sticker from Podium relating to emergency services, you must attach that label or sticker where it is visible on any Desk Phone you or your End Users may use in connection with Phones services.
10.6. Client Indemnity. Client will indemnify and hold harmless Podium Entities from and against any and all third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (i) Client’s incorrect information; (ii) Client’s failure to properly notify any person who may place calls using Phones of the emergency calling limitations; or (iii) the absence, failure, or outage of emergency calling using Phones for any reason; and (iv) the inability of any user of Phones to be able to access emergency service personnel for any reason.
10.7. Disclaimer. Neither Podium nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold Podium harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services. Podium disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Client to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Podium from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.
Effective August 7th 2023 to October 19th 2023
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PODIUM PHONES SERVICE TERMS
By using or accessing Podium’s Phones Service (“Phones”) (formerly, Voice), or by signing or clicking to accept to any Subscription Documentation that includes Phones or references these terms, you (“you” or “Client”) agree to be bound by the following terms and conditions (the “Phones Service Terms”).
These Phones Service Terms incorporate by this reference the Podium Terms of Service (currently available at: https://legal.podium.com/#termsofservice-us) (the “Podium Terms of Service”) as may be updated from time to time, which, among other terms, contain provisions governing the resolution of claims (see Section 13 (Disclaimers), Section 14 (Limitations of Liability), Section 15 (Dispute Resolution), and Section 16 (General) of the Podium Terms of Service). In the event of any conflict or inconsistency between these Phones Service Terms and the Podium Terms of Service, these Phones Service Terms will govern.
Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Phones Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references to the “Agreement” will include these Phones Service Terms.
1. DEFINITIONS
1.1. “Phones Service Provider(s)” means the third-party service provider(s) used by Podium to facilitate certain features of Phones. Podium may add or remove Phones Service Providers from time to time.
1.2. “Desk Phone Products” or “Desk Phones” means the physical device and any hardware and accessories provided or made available by Podium as part of Phones. Any software and/or firmware preinstalled on, or distributed with, the Desk Phone Products forms part of the Desk Phone Products.
1.3. “Web Phone” means the software-based phone available within the Phones desktop application (“Desktop Web Phone”) or the Phones mobile application (“Mobile Web Phone”) that allows Podium clients to make phone calls through a properly equipped and configured computer or mobile device, without the need for Desk Phone Products.
2. SERVICES.
2.1. Podium Phones. Podium Phones is a voice over internet protocol (“VoIP”) phone system integrated with Podium software to support communication with Client’s Customers. Subject to the performance of Client’s duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide Client with access to Phones. Podium Phones includes software, hardware, and other related elements. In order to access and fully use Phones, Client must register for and maintain an active account and Subscription with Podium. Client understands and agrees that Phones may be used in the United States only. Podium Phones is powered by Podium Voice, LLC, which is a regulated affiliate of Podium. Podium Voice, LLC is a third-party beneficiary of this Agreement and will be entitled to enforce the terms and conditions as if it were a party to the Agreement
2.2. Phones Professional Installation. Phones Professional Installation ("Phones Professional Installation") is a program Podium makes available whereby we connect you with certain Third-Party Providers to perform installation services that may include: (a) assessment of your network to support VoIP compatibility and sufficient speed; (b) updating your network settings and configuration to improve performance (includes running up to 1 ethernet line (<50 feet)); (c) recommendations for network and hardware updates; (d) a physical desk phone installation session; (e) 30-day (from the date of installation), limited warranty services provided.
2.2.1. Podium does not perform your Phones Professional Installation and has no responsibility or liability for the installation. Podium partners with certain Third-Party Providers, who are independent of Podium, who will provide the Phones Professional Installation services you purchase. These providers are not employees, subcontractors, or agents of Podium. For your convenience, you will pay for the Phones Professional Installation services as defined above through Podium, who will accept payment on behalf of the Third-Party Provider that completes your Phones Professional Installation. The Third-Party Provider may have additional terms and conditions, which Client may be required to accept prior to receiving the Phones Professional Installation. Additionally, if you purchase or wish to purchase any additional services from the Third-Party Provider, beyond those expressly described herein or on your applicable Subscription Documentation, you must contract with and pay any applicable fees to the Third-Party Provider directly.
2.2.2. By purchasing Phones Professional Installation, Client authorizes Podium to share Client’s contact information with a Third-Party Provider and, as necessary, to allow the Third-Party Provider to access Client’s Podium Platform account for the purposes of providing Phones Professional Installation services. Podium will not be responsible or liable in any manner for any negligent or intentional acts of the Third-Party Provider relating to the Phones Professional Installation services or Client’s Podium account.
3. CLIENT OBLIGATIONS.
3.1. Client Data. In addition to Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium (or a Phones Service Provider, as applicable) any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of Phones, Client grants Podium, and its respective affiliates, a worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s and Phones Service Provider’s third-party service providers) in order to provide the Phones Services to Client and (ii) to enable Phones Service Provider(s) to use Client Data to: (a) provide the Phones Service Provider’s services to its (and its affiliates) other clients, as necessary; and (b) analyze and improve, and incorporate Client Data into, the Phones Service Provider’s products, systems, and tools. Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable Law, provided that to the extent permitted under applicable Law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Phones Service Terms) after the expiration or termination of your applicable Subscription Documentation.
3.2. Compliance with Laws and Terms. Client understands and agrees that Client will, for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing Phones; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use Phones only in compliance with all Laws, the terms of this Agreement, including Podium’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://legal.podium.com/#aup-us), and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its (and its Authorized Users') compliance with applicable Laws, these Phones Service Terms, and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Client also understands and agrees that it must not make any attempts to break or circumvent any security measures or rate limits of the Services, or to evade detection of a violation of these Phones Service Terms or the Law when using the Services. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated these Phones Service Terms.
3.3. Recording. Client understands and agrees that the Services may include certain features or functionality that allow Client to record or transcribe certain audio and other data related to communications made using the Services. If Client uses this functionality, Client is solely responsible for complying (and ensuring all its Authorized Users comply) with applicable Laws in the jurisdictions in which it uses this functionality. Podium disclaims all liability for your use of these recording and transcribing features, and you agree to hold Podium harmless for all liabilities related to your use of these features.
3.4. Account Use and Security. Client is solely responsible and accepts full liability for all use of its Phones Service, with or without Client’s permission. Client is solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject it to a higher level of risk for fraudulent activity. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions. In the event that Podium discovers or has reason to believe the occurrence of unauthorized or prohibited usage of Phones, Podium reserves the right to take actions it deems reasonably necessary to prevent or stop, without prior notice.
3.5. Responsibility for System and Technical Requirements. Client understands and agrees that Phones is a VoIP phone service and there are many factors that may impact Client's ability to use Phones, including but not limited to network speeds and bandwidth, network connectivity, hardware, and other factors outside Podium’s control. Except for the limited scope of services and warranty available to Client upon the purchase of Phones Professional Installation, Client remains solely responsible for maintaining sufficient internet access, network connectivity, power, and other technical requirements necessary to enable its use of Phones.
3.5.1. Where possible, Podium will perform a network quality test prior to your purchase of Phones. This test will assess download and upload speeds, download and upload packet loss, as well as the number of devices on your network at the time of the test. If, following this initial test, your network quality does not meet the minimum requirements to support Phones, before you may purchase a Phones Subscription, you will be required to: (1) purchase Phones Professional Installation; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements. You will also be required to: 1) purchase Phones Professional Installation; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements, if Podium is unable to perform a pre-purchase network test, or your network passes the initial, pre-purchase test, but fails a second network quality test, performed by Podium during the post-purchase onboarding process.
3.5.2. Client understands and agrees that it is fully responsible for maintaining sufficient internet access, network connectivity, power, and other system and technical requirements necessary to enable the use of Phones, including following the completion of any purchased Phones Professional Installation and any applicable Phones Professional Installation warranty period.
3.5.3. Additionally, Clients understands and agrees that, whether or not it purchases Phones Professional Installation, Client may not cancel or otherwise terminate its Phones Subscription, nor will Podium provide any refunds or service credits, due to network, hardware, or other issues caused by factors outside Podium’s direct control.
4. TERM AND TERMINATION
4.1. This Agreement will begin on the start date of the applicable Subscription Documentation for Phones and will remain in effect until the applicable Subscription Term has expired or the Subscription is terminated as expressly permitted by your Subscription Documentation.
5. OWNERSHIP AND RIGHTS.
5.1. These Phones Service Terms do not grant any rights or licenses in Phones, Desk Phone Products, Podium Technology, or related software other than as expressly stated in these Phones Service Terms. As between the parties, Podium owns all rights, title, and interest, including all intellectual property rights, in and to Phones, Desk Phone Products, and software. All rights not expressly granted are reserved.
6. FEES AND PAYMENT.
6.1. Unless otherwise specified in the applicable Subscription Documentation, Phones is provided on an ongoing, per-license subscription basis, including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the applicable Subscription Documentation or Agreement, as applicable. Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle, including Phones (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Agreement (collectively, the “Fees”). Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
6.2. Client will be responsible for all applicable taxes and fees accrued through Client’s use of Phones. These charges may change from time to time and vary depending on federal, state, and local rules. Podium may charge Client for applicable taxes and fees through Client’s invoice.
7. DESK PHONE PRODUCTS.
7.1. Desk Phone Products are manufactured by third parties and are resold by Podium. All Desk Phone Products features, specifications, and prices are subject to change at any time. Podium does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that the Desk Phone Products are available for lease or purchase. Podium is not obligated to accept any Subscription Documentation for the purchase of Desk Phone Products, and Podium may cancel accepted Subscription Documentation at any time if Podium is unable to fulfill the purchase request for any reason. If Podium cancels your Subscription Documentation for the purchase of Desk Phone Products because it is unable to fulfill the purchase request for any reason, Podium will fully refund the purchase fees prepaid by you for such Desk Phone Products.
7.2. The following terms apply to Desk Phone Products purchased by Client (as specified in Client’s Subscription Documentation):
7.2.1. Podium will deliver the Desk Phone Products to the delivery address specified in your Subscription Documentation, at which time risk of loss will pass to you. Podium will use commercially reasonable efforts to provide you with an estimated delivery date for each Desk Phone Product; however, such delivery date is a good-faith estimate only and is not binding on Podium.
7.2.2. Title to each Desk Phone Product will transfer to you upon: (a) your payment of all applicable purchase fees in respect of such Desk Phone Product and (b) delivery of the Desk Phone Product in accordance with this Section 7, whichever is later.
7.3. Your use of the Desk Phone Products is: (a) subject to the terms of the Podium Terms of Service, Acceptable Use Policy, these Phones Service Terms, and any additional terms set forth in the applicable Subscription Documentation; (b) limited to use in conjunction with the Phones and Desk Phone Services and other Podium Services; and (c) limited to use by competent trained employees, authorized by Client to operate or use Desk Phone Products, and with adequate security measures in place to safeguard Desk Phone Products and data collected by, and held on, Desk Phone Products.
7.4. You will not, and neither will you permit any third party to: (a) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Desk Phone Product; (b) work around any of the technical limitations implemented in a Desk Phone Product or enable functionality that is disabled or prohibited; (c) reverse engineer or attempt to reverse engineer a Desk Phone Products except as expressly permitted by applicable Law; (d) perform or attempt to perform any actions that would interfere with the normal operation of a Desk Phone Product or impact the use of the Desk Phone Products by other users; (e) use the Desk Phone Products in any manner not permitted hereunder or for any purpose other than commercial purposes; (f) use the Desk Phone Product in any location other than the registered location or move the Desk Phone Products to a new location without registering the device to its new location; (g) remove, modify, deface, or replace any of Podium’s or any Phones Service Provider’s proprietary notices or marks which appear on or are affixed to a Desk Phone Product; or (h) use the Desk Phone Products to violate any applicable Laws, including any laws and regulations related to notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Desk Phone Products.
7.5. Except as otherwise expressly stated herein, you are responsible for installing, integrating, and maintaining the Desk Phone Products, which includes updating the software as may be required by Podium or its Phones Service Provider(s) from time to time. Podium may make updates to the Desk Phone Products available to you. You must install these updates to continue using the Desk Phone Products. Podium will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Phones Service Terms unless other terms are provided with the updates.
7.6. Unless otherwise expressly provided in an applicable Subscription Documentation, Client will pay the purchase fee in full upon placing the order for purchase of the Desk Phone Product.
8. LIMITED DESK PHONE WARRANTY AND SUPPORT.
8.1. Podium provides a one-year limited warranty against defective materials and faulty workmanship in a Desk Phone Product. The warranty period starts on the date of your original purchase of the Desk Phone Products from Podium and ends one year after that date. If you submit a claim during this warranty period that is within the scope of the limited warranty, follow Podium’s instructions for returning the Desk Phone Product, and it appears that any product or part thereof contains a defect in materials or workmanship, Podium will at its option, to the extent permitted by applicable Law, either repair the Desk Phone Product, replace the Desk Phone Product, or refund to you all or part of the purchase price of the Desk Phone Product. This limited warranty applies only to unaltered hardware components of the Desk Phone Products that are used in accordance with these Phones Service Terms and not subject to accident, misuse, or neglect. Desk Phone Products with the original factory serial number removed, defaced, or altered will not receive the original manufacturer’s warranty coverage.
8.2. This limited warranty is provided by Podium and not the Phones Service Provider. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights. To make a warranty claim, please contact Podium. Podium will provide you with information about how to return your Desk Phone Products.
8.3. THE PHONES SERVICES AND DESK PHONE PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY STATED IN THESE PHONES TERMS, PODIUM PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE DESK PHONE PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT, AS WELL AS ANY OTHER IMPLIED WARRANTIES, SUCH AS WARRANTIES REGARDING DATA LOSS, AVAILABILITY, ACCURACY, FUNCTIONALITY, AND LACK OF VIRUSES. THIS SECTION 8.3 APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY LIMITATIONS AND DISCLAIMERS THAT MAY BE CONTAINED IN THE PODIUM TERMS OF SERVICE. ANY WARRANTIES, GUARANTEES, OR CONDITIONS THAT CANNOT BE DISCLAIMED AS A MATTER OF LAW, BUT WHICH MAY BE LIMITED IN DURATION, LAST FOR ONE YEAR FROM THE DATE ON WHICH YOU RECEIVE A DESK PHONE PRODUCT. Use of the Desk Phone Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Hardware Products to not function correctly. As a consequence, all such use is at your own risk.
9. PHONE NUMBER PORTING.
9.1. Port-In Requests. If you request Podium to port your phone number to Phones, you must execute a letter of authorization (“LOA”) provided to you by Podium, including all required information, and authorizing Podium and its Phones Service Provider to initiate the porting process. Podium assumes no responsibility for any lost communication that may occur during the porting process or for any delays or failures in the porting process that are caused by factors outside Podium’s control.
9.2. Port-Out Requests. As required by Law, Podium will comply with a valid request to port the number associated with your Phones account to another service provider. You understand and agree, however, that any such port-out request does not relieve you of any payment or other contractual obligations remaining under your existing agreement with Podium at the time of the request, and that you will be responsible to pay any remaining balance owed to Podium even after the port-out has been completed. You may also be subject to fees or charges applicable to the port-out request, which Podium may communicate to you in writing prior to or at the time of your port-out request. Additionally, you understand and agree that you must provide to Podium all documentation and information necessary to complete the port-out request, follow all processes required by Podium and the service provider to which you are porting your number in order to facilitate the request, and comply with all Laws and any third-party terms applicable to your port-out request. Podium will not be responsible for any delays or failures in the porting process, if such delays or failures are caused by factors outside Podium’s control, or for any service interruptions or downtime that occurs during the porting.
9.3. Number Releases. Upon termination of your Podium account, including your Phones services, any phone numbers associated with your account which have not been previously ported to another service provider may be released. You must, therefore, ensure that you coordinate the porting of your number before your Podium Subscription ends or is otherwise terminated.
10. EMERGENCY SERVICES
10.1. Overview of Emergency Services. Because Phones is a VoIP service the emergency calling services available through Phones operate differently from traditional emergency calling services and have certain limitations. If you are not comfortable with these limitations, you must utilize alternate means of accessing emergency services. By using Phones, you represent and warrant that you understand the limitations of emergency services available through Phones, and you agree to comply with your obligations as set forth in these Phones Service Terms.
10.2. Emergency Calls using Desk Phone(s) & Desktop Web Phone(s). When you use a Desk Phone or the Desktop Web Phone (see Section 10.3 for information on Mobile Web Phones) to make an emergency call, Phones relies on the information, including physical address, associated with your Phones account to route emergency calls to the nearest emergency responder(s). Accordingly, you are required to register a physical location address (“Registered Location”) when you activate your Phones account. If you change your location, you must immediately update your Registered Location, according to the process set forth below. If you have not updated your address to ensure its accuracy or if you are calling from an address other than your Registered Location, emergency services may be delayed. If no address is available, Phones will route the emergency call to a national emergency response center. When making an emergency call, it is also possible that, due to certain technical limitations, the dispatcher may not receive your contact information. You should, therefore, immediately inform the dispatcher of your location (or the location of the emergency) and other contact information. Do not disconnect the emergency call until told to do so by the dispatcher.
10.2.1. Confirming and Updating your Registered Location. USE OF PHONES FROM A LOCATION OTHER THAN YOUR REGISTERED LOCATION MAY CAUSE YOUR EMERGENCY CALL TO BE ROUTED TO THE WRONG PUBLIC SAFETY ANSWERING POINT (PSAP) OR CAUSE EMERGENCY RESPONDERS TO BE DISPATCHED TO THE WRONG ADDRESS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF YOUR REGISTERED LOCATION AND CONTACT INFORMATION BY PROVIDING, MAINTAINING, AND UPDATING SUCH INFORMATION FOR YOUR ACCOUNT. YOU ARE ALSO RESPONSIBLE FOR PERIODICALLY CHECKING THAT YOUR COMMUNICATIONS INFRASTRUCTURE IS PROPERLY CONFIGURED FOR EMERGENCY CALLING. You can verify that your Registered Location is correct via the following methods:
(a) By dialing 933 to be connected to an automated system that will read back the Podium Phones phone number you are calling from, along with the address associated with that number; or
(b) By visiting the “Phones Settings” page of the Podium portal and viewing your contact information on record.
Necessary updates to your information can be made in “Phones Settings.” Any changes you make to your Registered Location will take effect once you have saved them in “Phones Settings.”
10.3. Emergency Calling via Mobile Web Phone. If you attempt to make an emergency call using the Mobile Web Phone on your own device, the Phones application will close and will route that call to your device’s native dialer. If the device you are using does not have a native dialer (or the device does not have an active wireless cellular service), you will not be able to make the emergency call. Where possible you should make any emergency call directly using the native dialer on your device.
10.4. Additional Phones Limitations.
10.4.1. Emergency calling through Phones will not function if: (a) you experience an internet failure or power outage; (b) your broadband, ISP, or Phones services are terminated or suspended; or (c) your system access equipment fails or is not configured correctly. Network congestion may also delay or prevent completion of any emergency call. You will not be able to complete an emergency call if you move to a physical location outside the country in which Phones services are provided.
10.4.2. The availability of certain features, such as transmission of a Registered Location, depends on whether local emergency response centers support those features, and other factors outside of Podium’s control. Podium relies on qualified third parties to assist us in routing emergency calls and text messages to emergency response centers. Podium does not have control over emergency response centers, emergency responders, or other third parties.
10.5. Client Notice Obligations. YOUR USE, AND USE BY YOUR EMPLOYEES, AUTHORIZED USERS, GUESTS, AND OTHER THIRD PARTIES, OF PODIUM PHONES IS SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN. You are responsible for notifying any user or potential user(s) of Phones, including but not limited to your Authorized Users, of the limitations of Phones emergency calls. If you receive any label or sticker from Podium relating to emergency services, you must attach that label or sticker where it is visible on any Desk Phone you or your End Users may use in connection with Phones services.
10.6. Client Indemnity. Client will indemnify and hold harmless Podium Entities from and against any and all third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (i) Client’s incorrect information; (ii) Client’s failure to properly notify any person who may place calls using Phones of the emergency calling limitations; or (iii) the absence, failure, or outage of emergency calling using Phones for any reason; and (iv) the inability of any user of Phones to be able to access emergency service personnel for any reason.
10.7. Disclaimer. Neither Podium nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold Podium harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services. Podium disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Client to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Podium from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.
Effective May 13th 2023 to August 7th 2023
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PODIUM PHONES SERVICE TERMS
By using or accessing Podium’s Phones Service (“Phones”) (formerly, Voice), or by signing or clicking to accept to any Subscription Documentation that includes Phones or references these terms, you (“you” or “Client”) agree to be bound by the following terms and conditions (the “Phones Service Terms”).
These Phones Service Terms incorporate by this reference the Podium Terms of Service (currently available at: https://legal.podium.com/#termsofservice-us) (the “Podium Terms of Service”) as may be updated from time to time, which, among other terms, contain provisions governing the resolution of claims (see Section 13 (Disclaimers), Section 14 (Limitations of Liability), Section 15 (Dispute Resolution), and Section 16 (General) of the Podium Terms of Service). In the event of any conflict or inconsistency between these Phones Service Terms and the Podium Terms of Service, these Phones Service Terms will govern.
Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Phones Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references to the “Agreement” will include these Phones Service Terms.
1. DEFINITIONS
1.1. “Phones Service Provider(s)” means the third-party service provider(s) used by Podium to facilitate certain features of Phones. Podium may add or remove Phones Service Providers from time to time.
1.2. “Personal Data” means information about an identifiable individual, or information that is capable of being used (alone or in combination with other information) to identify an individual, (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
1.3. “Desk Phone Products” or “Desk Phones” means the physical device and any hardware and accessories provided or made available by Podium as part of Phones. Any software and/or firmware preinstalled on, or distributed with, the Desk Phone Products forms part of the Desk Phone Products.
1.4. “Web Phone” means the software-based phone available within the Phones desktop application (“Desktop Web Phone”) or the Phones mobile application (“Mobile Web Phone”) that allows Podium clients to make phone calls through a properly equipped and configured computer or mobile device, without the need for Desk Phone Products.
2. SERVICES.
2.1. Podium Phones. Podium Phones is a voice over internet protocol (“VoIP”) phone system integrated with Podium software to support communication with Client’s Customers. Subject to the performance of Client’s duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide Client with access to Phones. Podium Phones includes software, hardware, and other related elements. In order to access and fully use Phones, Client must register for and maintain an active account and Subscription with Podium. Client understands and agrees that Phones may be used in the United States only. Podium Phones is powered by Podium Voice, LLC, which is a regulated affiliate of Podium. Podium Voice, LLC is a third-party beneficiary of this Agreement and will be entitled to enforce the terms and conditions as if it were a party to the Agreement
2.2. Phones Professional Installation. Phones Professional Installation ("Phones Professional Installation") is a program Podium makes available whereby we connect you with certain Third-Party Providers to perform installation services that may include: (a) assessment of your network to support VoIP compatibility and sufficient speed; (b) updating your network settings and configuration to improve performance (includes running up to 1 ethernet line (<50 feet)); (c) recommendations for network and hardware updates; (d) a physical desk phone installation session; (e) 30-day (from the date of installation), limited warranty services provided.
2.2.1. Podium does not perform your Phones Professional Installation and has no responsibility or liability for the installation. Podium partners with certain Third-Party Providers, who are independent of Podium, who will provide the Phones Professional Installation services you purchase. These providers are not employees, subcontractors, or agents of Podium. For your convenience, you will pay for the Phones Professional Installation services as defined above through Podium, who will accept payment on behalf of the Third-Party Provider that completes your Phones Professional Installation. The Third-Party Provider may have additional terms and conditions, which Client may be required to accept prior to receiving the Phones Professional Installation. Additionally, if you purchase or wish to purchase any additional services from the Third-Party Provider, beyond those expressly described herein or on your applicable Subscription Documentation, you must contract with and pay any applicable fees to the Third-Party Provider directly.
2.2.2. By purchasing Phones Professional Installation, Client authorizes Podium to share Client’s contact information with a Third-Party Provider and, as necessary, to allow the Third-Party Provider to access Client’s Podium Platform account for the purposes of providing Phones Professional Installation services. Podium will not be responsible or liable in any manner for any negligent or intentional acts of the Third-Party Provider relating to the Phones Professional Installation services or Client’s Podium account.
3. CLIENT OBLIGATIONS.
3.1. Client Data. In addition to Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium (or a Phones Service Provider, as applicable) any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of Phones, Client grants Podium, and its respective affiliates, a worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s and Phones Service Provider’s third-party service providers) in order to provide the Phones Services to Client and (ii) to enable Phones Service Provider(s) to use Client Data to: (a) provide the Phones Service Provider’s services to its (and its affiliates) other clients, as necessary; (b) analyze and improve, and incorporate Client Data into, the Phones Service Provider’s products, systems, and tools. Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable Law, provided that to the extent permitted under applicable Law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Phones Service Terms) after the expiration or termination of your applicable Subscription Documentation.
3.2. Compliance with Laws and Terms. Client understands and agrees that Client will, for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing Phones; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use Phones only in compliance with all Laws, the terms of this Agreement, including Podium’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://legal.podium.com/#aup-us), and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its (and its Authorized Users') compliance with applicable Laws, these Phones Service Terms, and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Client also understands and agrees that it must not make any attempts to break or circumvent any security measures or rate limits of the Services, or to evade detection of a violation of these Phones Service Terms or the Law when using the Services. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated these Phones Service Terms.
3.3. Recording. Client understands and agrees that the Services may include certain features or functionality that allow you to record or transcribe certain audio and other data related to communications made using the Services. If Client uses this functionality, Client is solely responsible for complying (and ensuring all its Authorized Users comply) with applicable Laws in the jurisdictions in which it uses this functionality. Podium disclaims all liability for your use of these recording and transcribing features, and you agree to hold Podium harmless for all liabilities related to your use of these features.
3.4. Account Use and Security. Client is solely responsible and accepts full liability for all use of its Phones Service, with or without Client’s permission. Client is solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject it to a higher level of risk for fraudulent activity. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions. In the event that Podium discovers or has reason to believe the occurrence of unauthorized or prohibited usage of Phones, Podium reserves the right to take actions it deems reasonably necessary, without prior notice.
3.5. Responsibility for System and Technical Requirements. Client understands and agrees that Phones is a voice over internet protocol (“VoIP”) phone service and there are many factors that may impact Client's ability to use Phones, including but not limited to network speeds and bandwidth, network connectivity, hardware, and other factors outside Podium’s control. Except for the limited scope of services and warranty available to Client upon the purchase of Phones Professional Installation, Client remains solely responsible for maintaining sufficient internet access, network connectivity, power, and other technical requirements necessary to enable its use of Phones.
3.5.1. Where possible, Podium will perform a network quality test prior to your purchase of Phones. This test will assess download and upload speeds, download and upload packet loss, as well as the number of devices on your network at the time of the test. If, following this initial test, your network quality does not meet the minimum requirements to support Phones, before you may purchase a Phones Subscription, you will be required to: (1) purchase Phones Professional Installation; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements. You will also be required to: 1) purchase Phones Professional Installation; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements, if Podium is unable to perform a pre-purchase network test, or your network passes the initial, pre-purchase test, but fails a second network quality test, performed by Podium during the post-purchase onboarding process.
3.5.2. Client understands and agrees that it is fully responsible for maintaining sufficient internet access, network connectivity, power, and other system and technical requirements necessary to enable the use of Phones, including following the completion of any purchased Phones Professional Installation and any applicable Phones Professional Installation warranty period.
3.5.3. Additionally, Clients understands and agrees that, whether or not it purchases Phones Professional Installation, Client may not cancel or otherwise terminate its Phones Subscription, nor will Podium provide any refunds or service credits, due to network, hardware, or other issues caused by factors outside Podium’s direct control.
4. TERM AND TERMINATION
4.1. This Agreement will begin on the start date of the applicable Subscription Documentation for Phones and will remain in effect until the applicable Subscription Term has expired or the Subscription is terminated as expressly permitted by your Subscription Documentation.
5. OWNERSHIP AND RIGHTS.
5.1. These Phones Service Terms do not grant any rights or licenses in Phones, Desk Phone Products, Podium Technology, or related software other than as expressly stated in these Phones Service Terms. As between the parties, Podium owns all rights, title, and interest, including all intellectual property rights, in and to Phones, Desk Phone Products, and software. All rights not expressly granted are reserved.
6. FEES AND PAYMENT.
6.1. Unless otherwise specified in the applicable Subscription Documentation, Phones is provided on an ongoing, per-license subscription basis, including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the applicable Subscription Documentation or Agreement, as applicable. Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle, including Phones (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Agreement (collectively, the “Fees”). Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
6.2. Client will be responsible for all applicable taxes and fees accrued through Client’s use of Phones. These charges may change from time to time and vary depending on federal, state, and local rules. Podium may charge Client for applicable taxes and fees through Client’s invoice.
7. DESK PHONE PRODUCTS.
7.1. Desk Phone Products are manufactured by third parties and are resold by Podium. All Desk Phone Products features, specifications, and prices are subject to change at any time. Podium does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that the Desk Phone Products are available for lease or purchase. Podium is not obligated to accept any Subscription Documentation for the purchase of Desk Phone Products, and Podium may cancel accepted Subscription Documentation at any time if Podium is unable to fulfill the purchase request for any reason. If Podium cancels your Subscription Documentation for the purchase of Desk Phone Products because it is unable to fulfill the purchase request for any reason, Podium will fully refund the purchase fees prepaid by you for such Desk Phone Products.
7.2. The following terms apply to Desk Phone Products purchased by Client (as specified in Client’s Subscription Documentation):
7.2.1. Podium will deliver the Desk Phone Products to the delivery address specified in your Subscription Documentation, at which time risk of loss will pass to you. Podium will use commercially reasonable efforts to provide you with an estimated delivery date for each Desk Phone Product; however, such delivery date is a good-faith estimate only and is not binding on Podium.
7.2.2. Title to each Desk Phone Product will transfer to you upon: (a) your payment of all applicable purchase fees in respect of such Desk Phone Product and (b) delivery of the Desk Phone Product in accordance with this Section 7, whichever is later.
7.3. Your use of the Desk Phone Products is: (a) subject to the terms of the Podium Terms of Service, Acceptable Use Policy, these Phones Service Terms, and any additional terms set forth in the applicable Subscription Documentation; (b) limited to use in conjunction with the Phones and Desk Phone Services and other Podium Services; and (c) limited to use by competent trained employees, authorized by Client to operate or use Desk Phone Products, and with adequate security measures in place to safeguard Desk Phone Products and data collected by, and held on, Desk Phone Products.
7.4. You will not, and neither will you permit any third party to: (a) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Desk Phone Product; (b) work around any of the technical limitations implemented in a Desk Phone Product or enable functionality that is disabled or prohibited; (c) reverse engineer or attempt to reverse engineer a Desk Phone Products except as expressly permitted by applicable Law; (d) perform or attempt to perform any actions that would interfere with the normal operation of a Desk Phone Product or impact the use of the Desk Phone Products by other users; (e) use the Desk Phone Products in any manner not permitted hereunder or for any purpose other than commercial purposes; (f) use the Desk Phone Product in any location other than the registered location or move the Desk Phone Products to a new location without registering the device to its new location; (g) remove, modify, deface, or replace any of Podium’s or any Phones Service Provider’s proprietary notices or marks which appear on or are affixed to a Desk Phone Product; or (h) use the Desk Phone Products to violate any applicable Laws, including any laws and regulations related to notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Desk Phone Products.
7.5. Except as otherwise expressly stated herein, you are responsible for installing, integrating, and maintaining the Desk Phone Products, which includes updating the software as may be required by Podium or its Phones Service Provider(s) from time to time. Podium may make updates to the Desk Phone Products available to you. You must install these updates to continue using the Desk Phone Products. Podium will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Phones Service Terms unless other terms are provided with the updates.
7.6. Unless otherwise expressly provided in an applicable Subscription Documentation, Client will pay the purchase fee in full upon placing the order for purchase of the Desk Phone Product.
8. LIMITED DESK PHONE WARRANTY AND SUPPORT.
8.1. Podium provides a one-year limited warranty against defective materials and faulty workmanship in a Desk Phone Product. The warranty period starts on the date of your original purchase of the Desk Phone Products from Podium and ends one year after that date. If you submit a claim during this warranty period that is within the scope of the limited warranty, follow Podium’s instructions for returning the Desk Phone Product, and it appears that any product or part thereof contains a defect in materials or workmanship, Podium will at its option, to the extent permitted by applicable Law, either repair the Desk Phone Product, replace the Desk Phone Product, or refund to you all or part of the purchase price of the Desk Phone Product. This limited warranty applies only to unaltered hardware components of the Desk Phone Products that are used in accordance with these Phones Service Terms and not subject to accident, misuse, or neglect. Desk Phone Products with the original factory serial number removed, defaced, or altered will not receive the original manufacturer’s warranty coverage.
8.2. This limited warranty is provided by Podium and not the Phones Service Provider. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights. To make a warranty claim, please contact Podium. Podium will provide you with information about how to return your Desk Phone Products.
8.3. THE PHONES SERVICES AND DESK PHONE PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY STATED IN THESE PHONES TERMS, PODIUM PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE DESK PHONE PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT, AS WELL AS ANY OTHER IMPLIED WARRANTIES, SUCH AS WARRANTIES REGARDING DATA LOSS, AVAILABILITY, ACCURACY, FUNCTIONALITY, AND LACK OF VIRUSES. THIS SECTION 8.3 APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY LIMITATIONS AND DISCLAIMERS THAT MAY BE CONTAINED IN THE PODIUM TERMS OF SERVICE. ANY WARRANTIES, GUARANTEES, OR CONDITIONS THAT CANNOT BE DISCLAIMED AS A MATTER OF LAW, BUT WHICH MAY BE LIMITED IN DURATION, LAST FOR ONE YEAR FROM THE DATE ON WHICH YOU RECEIVE A DESK PHONE PRODUCT. Use of the Desk Phone Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Hardware Products to not function correctly. As a consequence, all such use is at your own risk.
9. PHONE NUMBER PORTING.
9.1. If you request Podium to port your phone number to Phones, you must execute a letter of authorization provided to you by Podium, authorizing a Phones Service Provider to initiate the porting process. Podium assumes no responsibility for any lost communication during the porting process.
9.2. Podium, at its sole discretion, reserves the right to refuse to allow you to port away any phone number ported into Podium, unless otherwise prohibited by Law. Podium may, at our sole discretion, allow you to port away phone numbers that you purchase from Podium and will allow you to port away phone numbers that you port to Podium, provided that you (a) have a Podium account in good standing; (b) have either ported in or purchased the phone number more than ninety (90) days prior to the port-away date (c) provide all requested information including written notice to Podium of your intent to port the phone number(s) away from us before execution of the port-away request; and (d) are in compliance with these Phones Term of Service.
10. EMERGENCY SERVICES
10.1. Overview of Emergency Services. Because Phones is a VoIP service the emergency calling services available through Phones operate differently from traditional emergency calling services and have certain limitations. If you are not comfortable with these limitations, you must utilize alternate means of accessing emergency services. By using Phones, you represent and warrant that you understand the limitations of emergency services available through Phones and you agree to comply with your obligations as set forth in these Phones Service Terms.
10.2. Emergency Calls using Desk Phone(s) & Desktop Web Phone(s). When you use a Desk Phone or the Desktop Web Phone (see Section 10.3 for information on Mobile Web Phones) to make an emergency call, Phones relies on the information, including physical address, associated with your Phones account to route emergency calls to the nearest emergency responder(s). Accordingly, you are required to register a physical location address (“Registered Location”) when you activate your Phones account. If you change your location, you must immediately update your Registered Location, according to the process set forth below. If you have not updated your address to ensure its accuracy or if you are calling from an address other than your Registered Location, emergency services may be delayed. If no address is available, Phones will route the emergency call to a national emergency response center. When making an emergency call, it is also possible that, due to certain technical limitations, the dispatcher may not receive your contact information. You should, therefore, immediately inform the dispatcher of your location (or the location of the emergency) and other contact information. Do not disconnect the emergency call until told to do so by the dispatcher.
10.2.1. Confirming and Updating your Registered Location. USE OF PHONES FROM A LOCATION OTHER THAN YOUR REGISTERED LOCATION MAY CAUSE YOUR EMERGENCY CALL TO BE ROUTED TO THE WRONG PUBLIC SAFETY ANSWERING POINT (PSAP) OR CAUSE EMERGENCY RESPONDERS TO BE DISPATCHED TO THE WRONG ADDRESS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF YOUR REGISTERED LOCATION AND CONTACT INFORMATION BY PROVIDING, MAINTAINING, AND UPDATING SUCH INFORMATION FOR YOUR ACCOUNT. YOU ARE ALSO RESPONSIBLE FOR PERIODICALLY CHECKING THAT YOUR COMMUNICATIONS INFRASTRUCTURE IS PROPERLY CONFIGURED FOR EMERGENCY CALLING. You can verify that your Registered Location is correct via the following methods:
(a) By dialing 933 to be connected to an automated system that will read back the Podium Phones phone number you are calling from, along with the address associated with that number; or
(b) By visiting the “Phones Settings” page of the Podium portal and viewing your contact information on record.
Necessary updates to your information can be made in “Phones Settings.” Any changes you make to your Registered Location will take effect once you have saved them in “Phones Settings.”
10.3. Emergency Calling via Mobile Web Phone. If you attempt to make an emergency call using the Mobile Web Phone on your own device, the Phones application will close and will route that call to your device’s native dialer. If the device you are using does not have a native dialer (or the device does not have an active wireless cellular service), you will not be able to make the emergency call. Where possible you should make any emergency call directly using the native dialer on your device.
10.4. Additional Phones Limitations.
10.4.1. Emergency calling through Phones will not function if: (a) you experience an internet failure or power outage; (b) your broadband, ISP, or Phones services are terminated or suspended; or (c) your system access equipment fails or is not configured correctly. Network congestion may also delay or prevent completion of any emergency call. You will not be able to complete an emergency call if you move to a physical location outside the country in which Phones services are provided.
10.4.2. The availability of certain features, such as transmission of a Registered Location, depends on whether local emergency response centers support those features, and other factors outside of Podium’s control. Podium relies on qualified third parties to assist us in routing emergency calls and text messages to emergency response centers. Podium does not have control over emergency response centers, emergency responders, or other third parties.
10.5. Client Notice Obligations. YOUR USE, AND USE BY YOUR EMPLOYEES, AUTHORIZED USERS, GUESTS, AND OTHER THIRD PARTIES, OF PODIUM PHONES IS SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN. You are responsible for notifying any user or potential user(s) of Phones, including but not limited to your Authorized Users, of the limitations of Phones emergency calls. If you receive any label or sticker from Podium relating to emergency services, you must attach that label or sticker where it is visible on any Desk Phone you or your End Users may use in connection with Phones services.
10.6. Client Indemnity. Client will indemnify and hold harmless Podium Entities from and against any and all third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (i) Client’s incorrect information; (ii) Client’s failure to properly notify any person who may place calls using Phones of the emergency calling limitations; or (iii) the absence, failure, or outage of emergency calling using Phones for any reason; and (iv) the inability of any user of Phones to be able to access emergency service personnel for any reason.
10.7. Disclaimer. Neither Podium nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold Podium harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services. Podium disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Client to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Podium from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.
Effective February 1st 2023 to May 13th 2023
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Table of Contents
PODIUM PHONES SERVICE TERMS
By using or accessing Podium’s Phones Service (“Phones”) (formerly, Voice), or by signing or clicking accept to any Subscription Documentation that includes Phones or references these terms, you (“you” or “Client”) agree to be bound by the following terms and conditions (the “Phones Service Terms”).
These Phones Service Terms incorporate by this reference the Podium Terms of Service (currently available at: https://legal.podium.com/#termsofservice-us) (the “Podium Terms of Service”) as may be updated from time to time, which, among other terms, contain provisions governing the resolution of claims (see Section 13 (Disclaimers), Section 14 (Limitations of Liability), Section 15 (Dispute Resolution), and Section 16 (General) of the Podium Terms of Service). In the event of any conflict or inconsistency between these Phones Service Terms and the Podium Terms of Service, these Phones Service Terms will govern.
Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Phones Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references to the “Agreement” will include these Phones Service Terms.
1. DEFINITIONS
1.1. “Phones Service Provider(s)” means the third-party service provider(s) used by Podium to facilitate certain features of Phones. Podium may add or remove Phones Service Providers from time to time.
1.2. “Personal Data” means information about an identifiable individual, or information that is capable of being used (alone or in combination with other information) to identify an individual, (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
1.3. “Hardphone Products” or “Hardphones” means the physical device and any hardware and accessories provided or made available by Podium as part of Phones. Any software and/or firmware preinstalled on, or distributed with, the Hardphone Products forms part of the Hardphone Products.
1.4. “Softphone” means the software-based phone available within the Phones desktop application (“Desktop Softphone”) or the Phones mobile application (“Mobile Softphone”) that allows Podium clients to make phone calls through a properly equipped and configured computer or mobile device, without the need for Hardphone Products.
2. SERVICES.
2.1. Podium Phones. Podium Phones is a voice over internet protocol (“VoIP”) phone system integrated with Podium software to support communication with Client’s Customers. Subject to the performance of Client’s duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide Client with access to Phones. Podium Phones includes software, hardware, and other related elements.
2.2. In order to access and fully use Phones, Client must register for and maintain an active account and Subscription with Podium. Client understands and agrees that Phones may be used in the United States only. Client understands that Phones is a Beta Release (as defined in the Podium Terms of Service), until such time as Podium removes that designation.
2.3. Phones Professional Installation. Phones Professional Installation is a program Podium makes available whereby we connect you with certain Third-Party Providers to perform installation services that include: (a) assessment of your network to support VoIP compatibility and sufficient speed; (b) updating your network settings and configuration to improve performance (includes running up to 1 ethernet line (<50 feet)); (c) recommendations network and hardware updates; (d) physical hardphone installation session; e) a 30-day (from the date of installation), limited warranty for services provided.
2.3.1. Podium does not perform your Phones Professional Installation and has no responsibility or liability for the installation. Podium partners with certain Third-Party Providers, who are independent of Podium, who will provide the Phones Professional Installation services you purchase. These providers are not employees, subcontractors, or agents of Podium. For your convenience, you will pay for the Phones Professional Installation services as defined above through Podium, who will accept payment on behalf of the Third-Party Provider that completes your Phones Professional Installation. The Third-Party Provider may have additional terms and conditions, which Client may be required to accept prior to receiving the Phones Professional Installation. Additionally, if you purchase or wish to purchase any additional services from the Third-Party Provider, beyond those expressly described herein or on your applicable Subscription Documentation, you must contract with and pay any applicable fees to the Third-Party Provider directly.
2.3.2. By purchasing Phones Professional Installation, Client authorizes Podium to share Client’s contact information with a Third-Party Provider and (b) as necessary, to allow the Third-Party Provider to access Client’s Podium Platform account for the purposes of providing Phones Professional Installation services. Podium will not be responsible or liable in any manner for any negligent or intentional acts of the Third-Party Provider relating to the Phones Professional Installation services or Client’s Podium account.
3. CLIENT OBLIGATIONS.
3.1. Client Data. In addition to Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium or a Phones Service Provider, any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of Phones, Client grants Podium, and its respective affiliates, the worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s and Phones Service Provider’s third-party service providers) in order to provide the Phones Services to Client and (ii) to enable Phones Service Provider to use Client Data to: (a) provide the Phones Services Provider’s services to Phones Service Provider’s and its affiliates other clients; (b) analyze and improve, and incorporate Client Data into, the Phones Service Provider’s products, systems, and tools. Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable Law, provided that to the extent permitted under applicable Law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Phones Service Terms) after the expiration or termination of your applicable Subscription Documentation.
3.2. Compliance with Laws and Terms. Client understands and agrees that Client will, for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing Phones; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use Phones only in compliance with all Laws, the terms of this Agreement, including Podium’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://legal.podium.com/#aup-us), and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated these Phones Service Terms.
3.3. Account Use and Security. Client is solely responsible for all use(s) related to your use of Phones. Client is responsible for complying, and ensuring its Authorized Users comply, with all Laws applicable to Client’s use of Phones. Client is solely responsible and accepts full liability for all use of its Phones Service, with or without Client’s permission. Client is solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject it to a higher level of risk for fraudulent activity. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions. In the event that Podium discovers or has reason to believe the occurrence of unauthorized or prohibited usage of Phones, Podium reserves the right to take actions it deems reasonably necessary, without prior notice.
3.4. Responsibility for System and Technical Requirements. Client understands and agrees that Podium Phones is a voice over internet protocol (“VoIP”) phone service and there are many factors that may impact its ability to use Phones, including but not limited to network speeds and bandwidth, network connectivity, hardware, and other factors outside Podium’s control. Except for the limited scope of services and warranty available to Client upon the purchase of Phones Professional Installation, Client remains solely responsible for maintaining sufficient internet access, network connectivity, power, and other technical requirements necessary to enable your use of Phones.
3.4.1. To support Client in its ability to use Phones, Podium will perform a network quality test prior to your purchase of Phones. This test will assess download and upload speeds, download and upload packet loss, as well as the number of devices on your network at the time of the test. If, following this initial test, your network quality does not meet the minimum requirements to support Phones, before you may purchase a Phones Subscription, you will be required to: (1) purchase Phones Professional Installation; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements. You will also be required to: 1) purchase Phones Professional Installation; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements, if your network passes the initial, pre-purchase test, but fails a second network quality test, which Podium will perform during the post-purchase onboarding process.
3.4.2. Client understands and agrees that it is fully responsible for maintaining sufficient internet access, network connectivity, power, and other system and technical requirements necessary to enable the use of Phones, including following the completion of any purchased Phones Professional Installation and any applicable Phones Professional Installation warranty period.
3.4.3. Additionally, Clients understands and agrees that, whether or not it purchases Phones Professional Installation, Client may not cancel or otherwise terminate its Phones Subscription, nor will Podium provide any refunds or service credits, due to network, hardware, or other issues caused by factors outside Podium’s direct control.
4. TERMS AND TERMINATION
4.1. This Agreement will begin on the start date of the applicable Subscription Documentation for Phones and will remain in effect until the applicable Subscription Term has expired or the Subscription is terminated as expressly permitted by your Subscription Documentation.
5. OWNERSHIP AND RIGHTS.
5.1. These Phones Service Terms do not grant any rights or licenses in Phones, Hardphone Products, Podium Technology, or related software other than as expressly stated in these Phones Service Terms. As between the parties, Podium owns all right, title, and interest, including all intellectual property rights, in and to Phones, Hardphone Products, and software. All rights not expressly granted are reserved.
6. FEES AND PAYMENT.
6.1. Unless otherwise specified in the applicable Subscription Documentation, Phones is provided on an ongoing, per-license subscription basis, including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the applicable Subscription Documentation or Agreement, as applicable. Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle, including Phones (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Agreement (collectively, the “Fees”). Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
6.2. Client will be responsible for all applicable taxes and fees accrued through Client’s use of Phones. These charges may change from time to time and vary depending on federal, state, and local rules. Podium may charge Client for applicable taxes and fees through Client’s invoice.
7. HARDPHONE PRODUCTS.
7.1. Hardphone Products are manufactured by third parties and are resold by Podium. All Hardphone Products features, specifications, and prices are subject to change at any time. Podium does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that the Hardphone Products are available for lease or purchase.
7.2. Podium is not obligated to accept any Subscription Documentation for the purchase of Hardphone Products, and Podium may cancel accepted Subscription Documentation at any time if Podium is unable to fulfill the purchase request for any reason. If Podium cancels your Subscription Documentation for the purchase of Hardphone Products because it is unable to fulfill the purchase request for any reason, Podium will fully refund the purchase fees pre-paid by you for such Hardphone Products.
7.3. The following terms apply to Hardphone Products purchased by Client (as specified in Client’s Subscription Documentation):
7.3.1. Podium shall deliver the Hardphone Products to the delivery address specified in the Subscription Documentation, at which time risk of loss will pass to you. Podium will use commercially reasonable efforts to provide you with an estimated delivery date for each Hardphone Product; however, such delivery date is a good-faith estimate only and is not binding on Podium.
7.3.2. Title to each Hardphone Product will transfer to you upon: (a) your payment of all applicable purchase fees in respect of such Hardphone Product and (b) delivery of the Hardphone Product in accordance with this Section 7.3, whichever is later.
7.4. Your use of the Hardphone Products (a) is subject to the terms of the Podium Terms of Service, Acceptable Use Policy, these Phones Service Terms, and any additional terms set forth in the applicable Subscription Documentation; (b) is limited to use in conjunction with the Phones and Hardphone Services and other Podium Services; and (c) is limited to use by competent trained employees authorized by Client to operate or use Hardphone Products, and with adequate security measures in place to safeguard Hardphone Products and data collected by, and held on, Hardphone Products.
7.5. You will not, and neither will you permit any third party to: (a) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Hardphone Product; (b) work around any of the technical limitations implemented in a Hardphone Product or enable functionality that is disabled or prohibited; (c) reverse engineer or attempt to reverse engineer a Hardphone Products except as expressly permitted by applicable Law; (d) perform or attempt to perform any actions that would interfere with the normal operation of a Hardphone Product or impact the use of the Hardphone Products by other users; (e) use the Hardphone Products in any manner not permitted hereunder or for any purpose other than commercial purposes; (f) use the Hardphone Product in any location other than the registered location or move the Hardphone Products to a new location without registering the device to its new location; (g) remove, modify, deface, or replace any of Podium’s or any Phones Service Provider’s proprietary notices or marks which appear on or are affixed to a Hardphone Product; or (h) use the Hardphone Products to violate any applicable Laws, including any laws and regulations related to notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Hardphone Products.
7.6. Except as otherwise expressly stated herein, you are responsible for installing, integrating, and maintaining the Hardphone Products, which includes updating the software as may be required by Podium or its Phones Service Provider(s) from time to time. Podium may make updates to the Hardphone Products available to you. You must install these updates to continue using the Hardphone Products. Podium will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Phones Service Terms unless other terms are provided with the updates.
7.7. Unless otherwise expressly provided in an applicable Subscription Documentation, Client will pay the purchase fee upon placing the order for purchase of the Hardphone Product.
8. LIMITED HARDPHONE WARRANTY AND SUPPORT.
8.1. Podium provides a one-year limited warranty against defective materials and faulty workmanship in a Hardphone Product. The warranty period starts on the date of your original purchase of the Hardphone Products from Podium and ends one year after that date. If you submit a claim during this warranty period that is within the scope of the limited warranty, follow Podium’s instructions for returning the Hardphone Product, and it appears that any product or part thereof contains a defect in materials or workmanship, Podium will at its option, to the extent permitted by applicable Law, either repair the Hardphone Product, replace the Hardphone Product, or refund to you all or part of the purchase price of the Hardphone Product. This limited warranty applies only to unaltered hardware components of the Hardphone Products that are used in accordance with these Phones Service Terms and not subject to accident, misuse, or neglect. Hardphone Products with the original factory serial number removed, defaced, or altered will not receive the original manufacturer’s warranty coverage.
8.2. This limited warranty is provided by Podium and not the Phones Service Provider. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights. To make a warranty claim, please contact Podium. Podium will provide you with information about how to return your Hardphone Products.
8.3. THE PHONES SERVICES AND HARPHONE PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY STATED IN THESE PHONES TERMS, PODIUM PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE HARDPHONE PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT, AS WELL AS ANY OTHER IMPLIED WARRANTIES, SUCH AS WARRANTIES REGARDING DATA LOSS, AVAILABILITY, ACCURACY, FUNCTIONALITY, AND LACK OF VIRUSES. THIS SECTION 8.3 APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY LIMITATIONS AND DISCLAIMERS THAT MAY BE CONTAINED IN THE PODIUM TERMS OF SERVICE. ANY WARRANTIES, GUARANTEES, OR CONDITIONS THAT CANNOT BE DISCLAIMED AS A MATTER OF LAW, BUT WHICH MAY BE LIMITED IN DURATION, LAST FOR ONE YEAR FROM THE DATE ON WHICH YOU RECEIVE A HARDPHONE PRODUCT. Use of the Hardphone Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Hardware Products to not function correctly. As a consequence, all such use is at your own risk.
9. PHONE NUMBER PORTING.
9.1. If you request Podium to port your phone number to Phones, you must execute a letter of authorization provided to you by Podium, authorizing a Phones Service Provider to initiate the porting process. Podium assumes no responsibility for any lost communication during the porting process.
9.2. Podium, at its sole discretion, reserves the right to refuse to allow you to port away any phone number ported into Podium, unless otherwise prohibited by Law. Podium may, at our sole discretion, allow you to port away phone numbers that you purchase from Podium and will allow you to port away phone numbers that you port to Podium, provided that you (a) have a Podium account in good standing; (b) have either ported in or purchased the phone number more than ninety (90) days prior to the port-away date; (c) provide all requested information including written notice to Podium of your intent to port the phone number(s) away from us before execution of the port-away request; and (d) are in compliance with these Phones Term of Service.
10. EMERGENCY SERVICES
10.1. Overview of Emergency Services. Because Phones is a VoIP service the emergency calling services available through Phones operate differently from traditional emergency calling services and have certain limitations. If you are not comfortable with these limitations, you must utilize alternate means of accessing emergency services. By using Phones, you represent and warrant that you understand the limitations of emergency services available through Phones and you agree to comply with your obligations as set forth in these Phones Service Terms.
10.2. Emergency Calls using Hardphone(s) & Desktop Softphone. When you use a Hardphone or the Desktop Softphone (see Section 10.3 for information on Mobile Softphones) to make an emergency call, Phones relies on the information, including physical address, associated with your Phones account to route emergency calls to the nearest emergency responder(s). Accordingly, you are required to register a physical location address (“Registered Location”) when you activate your Phones account. If you change your location, you must immediately update your Registered Location, according to the process set forth below. If you have not updated your address to ensure its accuracy or if you are calling from an address other than your Registered Location, emergency services may be delayed. If no address is available, Phones will route the emergency call to a national emergency response center. When making an emergency call, it is also possible that, due to certain technical limitations, the dispatcher may not receive your contact information. You should, therefore, immediately inform the dispatcher of your location (or the location of the emergency) and other contact information. Do not disconnect the emergency call until told to do so by the dispatcher.
10.2.1. Confirming and Updating your Registered Location. USE OF PHONES FROM A LOCATION OTHER THAN YOUR REGISTERED LOCATION MAY CAUSE YOUR EMERGENCY CALL TO BE ROUTED TO THE WRONG PUBLIC SAFETY ANSWERING POINT (PSAP) OR CAUSE EMERGENCY RESPONDERS TO BE DISPATCHED TO THE WRONG ADDRESS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF YOUR REGISTERED LOCATION AND CONTACT INFORMATION BY PROVIDING, MAINTAINING, AND UPDATING SUCH INFORMATION FOR YOUR ACCOUNT. YOU ARE ALSO RESPONSIBLE FOR PERIODICALLY CHECKING THAT YOUR COMMUNICATIONS INFRASTRUCTURE IS PROPERLY CONFIGURED FOR EMERGENCY CALLING. You can verify that your Registered Location is correct via the following methods:
(a) By dialing 933 to be connected to an automated system that will read back the Podium Phones phone number you are calling from, along with the address associated with that number; or
(b) By visiting the “Phones Settings” page of the Podium portal and viewing your contact information on record.
Necessary updates to your information can be made in “Phones Settings.” Any changes you make to your Registered Location will take effect once you have saved them in “Phones Settings.”
10.3. Emergency Calling via Mobile Softphone. If you attempt to make an emergency call using the Mobile Softphone on your own device, the Phones application will close and will route that call to your device’s native dialer. If the device you are using does not have a native dialer (or the device does not have an active wireless cellular service), you will not be able to make the emergency call. Where possible you should make any emergency call directly using the native dialer on your device.
10.4. Additional Phones Limitations.
10.4.1. Emergency calling through Phones will not function if: (a) you experience an internet failure or power outage; (b) your broadband, ISP, or Podium Phones services are terminated or suspended; or (c) your system access equipment fails or is not configured correctly. Network congestion may also delay or prevent completion of any emergency call. You will not be able to complete an emergency call if you move to a physical location outside the country in which your Phones services are provided.
10.4.2. The availability of certain features, such as transmission of a Registered Location, depends on whether local emergency response centers support those features, and other factors outside of Podium’s control. Podium relies on qualified third parties to assist us in routing emergency calls and text messages to emergency response centers. Podium does not have control over emergency response centers, emergency responders, or other third parties
10.5. Client Notice Obligations. YOUR USE, AND USE BY YOUR EMPLOYEES, AUTHORIZED USERS, GUESTS, AND OTHER THIRD PARTIES, OF PODIUM PHONES IS SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN. You are responsible for notifying any user or potential users of Phones, including but not limited to your Authorized Users, of the limitations of Phones emergency calls. If you receive any label or sticker from Podium relating to emergency services, you must attach that label or sticker where it is visible on any Hardphone you or your End Users may use in connection with Phones services.
10.6. Client Indemnity. Client will indemnify and hold harmless Podium Entities from and against any and all third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (i) Client’s incorrect information; (ii) Client’s failure to properly notify any person who may place calls using Phones of the emergency calling limitations; or (iii) the absence, failure, or outage of emergency calling using Phones for any reason; and (iv) the inability of any user of Phones to be able to access emergency service personnel for any reason.
10.7. Disclaimer. Neither Podium nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold Podium harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services. Podium disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Client to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Podium from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.
Effective February 1st 2023 to February 1st 2023
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PODIUM PHONES SERVICE TERMS
By using or accessing Podium’s Phones Service (“Phones”) (formerly, Voice), or by signing or clicking accept to any Subscription Documentation that includes Phones or references these terms, you (“you” or “Client”) agree to be bound by the following terms and conditions (the “Phones Service Terms”).
These Phones Service Terms incorporate by this reference the Podium Terms of Service (currently available at: https://legal.podium.com/#termsofservice-us) (the “Podium Terms of Service”) as may be updated from time to time, which, among other terms, contain provisions governing the resolution of claims (see Section 13 (Disclaimers), Section 14 (Limitations of Liability), Section 15 (Dispute Resolution), and Section 16 (General) of the Podium Terms of Service). In the event of any conflict or inconsistency between these Phones Service Terms and the Podium Terms of Service, these Phones Service Terms will govern.
Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Phones Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references to the “Agreement” will include these Phones Service Terms.
1. DEFINITIONS
1.1. “Phones Service Provider(s)” means the third-party service provider(s) used by Podium to facilitate certain features of Phones. Podium may add or remove Phones Service Providers from time to time.
1.2. “Personal Data” means information about an identifiable individual, or information that is capable of being used (alone or in combination with other information) to identify an individual, (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
1.3. “Hardphone Products” or “Hardphones” means the physical device and any hardware and accessories provided or made available by Podium as part of Phones. Any software and/or firmware preinstalled on, or distributed with, the Hardphone Products forms part of the Hardphone Products.
1.4. “Softphone” means the software-based phone available within the Phones desktop application (“Desktop Softphone”) or the Phones mobile application (“Mobile Softphone”) that allows Podium clients to make phone calls through a properly equipped and configured computer or mobile device, without the need for Hardphone Products.
2. SERVICES.
2.1. Podium Phones. Podium Phones is a voice over internet protocol (“VoIP”) phone system integrated with Podium software to support communication with Client’s Customers. Subject to the performance of Client’s duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide Client with access to Phones. Podium Phones includes software, hardware, and other related elements.
2.2. In order to access and fully use Phones, Client must register for and maintain an active account and Subscription with Podium. Client understands and agrees that Phones may be used in the United States only. Client understands that Phones is a Beta Release (as defined in the Podium Terms of Service), until such time as Podium removes that designation.
2.3. Phones Professional Installation. Phones Professional Installation is a program Podium makes available whereby we connect you with certain Third-Party Providers to perform installation services that include: (a) assessment of your network to support VoIP compatibility and sufficient speed; (b) updating your network settings and configuration to improve performance (includes running up to 1 ethernet line (<50 feet)); (c) recommendations network and hardware updates; (d) physical hardphone installation session; e) a 30-day (from the date of installation), limited warranty for services provided.
2.3.1. Podium does not perform your Phones Professional Installation and has no responsibility or liability for the installation. Podium partners with certain Third-Party Providers, who are independent of Podium, who will provide the Phones Professional Installation services you purchase. These providers are not employees, subcontractors, or agents of Podium. For your convenience, you will pay for the Phones Professional Installation services as defined above through Podium, who will accept payment on behalf of the Third-Party Provider that completes your Phones Professional Installation. The Third-Party Provider may have additional terms and conditions, which Client may be required to accept prior to receiving the Phones Professional Installation. Additionally, if you purchase or wish to purchase any additional services from the Third-Party Provider, beyond those expressly described herein or on your applicable Subscription Documentation, you must contract with and pay any applicable fees to the Third-Party Provider directly.
2.3.2. By purchasing Phones Professional Installation, Client authorizes Podium to share Client’s contact information with a Third-Party Provider and (b) as necessary, to allow the Third-Party Provider to access Client’s Podium Platform account for the purposes of providing Phones Professional Installation services. Podium will not be responsible or liable in any manner for any negligent or intentional acts of the Third-Party Provider relating to the Phones Professional Installation services or Client’s Podium account.
3. CLIENT OBLIGATIONS.
3.1. Client Data. In addition to Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium or a Phones Service Provider, any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of Phones, Client grants Podium, and its respective affiliates, the worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s and Phones Service Provider’s third-party service providers) in order to provide the Phones Services to Client and (ii) to enable Phones Service Provider to use Client Data to: (a) provide the Phones Services Provider’s services to Phones Service Provider’s and its affiliates other clients; (b) analyze and improve, and incorporate Client Data into, the Phones Service Provider’s products, systems, and tools. Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable Law, provided that to the extent permitted under applicable Law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Phones Service Terms) after the expiration or termination of your applicable Subscription Documentation.
3.2. Compliance with Laws and Terms. Client understands and agrees that Client will, for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing Phones; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use Phones only in compliance with all Laws, the terms of this Agreement, including Podium’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://legal.podium.com/#aup-us), and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated these Phones Service Terms.
3.3. Account Use and Security. Client is solely responsible for all use(s) related to your use of Phones. Client is responsible for complying, and ensuring its Authorized Users comply, with all Laws applicable to Client’s use of Phones. Client is solely responsible and accepts full liability for all use of its Phones Service, with or without Client’s permission. Client is solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject it to a higher level of risk for fraudulent activity. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions. In the event that Podium discovers or has reason to believe the occurrence of unauthorized or prohibited usage of Phones, Podium reserves the right to take actions it deems reasonably necessary, without prior notice.
3.4. Responsibility for System and Technical Requirements. Client understands and agrees that Podium Phones is a voice over internet protocol (“VoIP”) phone service and there are many factors that may impact its ability to use Phones, including but not limited to network speeds and bandwidth, network connectivity, hardware, and other factors outside Podium’s control. Except for the limited scope of services and warranty available to Client upon the purchase of Phones Professional Installation, Client remains solely responsible for maintaining sufficient internet access, network connectivity, power, and other technical requirements necessary to enable your use of Phones.
3.4.1. To support Client in its ability to use Phones, Podium will perform a network quality test prior to your purchase of Phones. This test will assess download and upload speeds, download and upload packet loss, as well as the number of devices on your network at the time of the test. If, following this initial test, your network quality does not meet the minimum requirements to support Phones, before you may purchase a Phones Subscription, you will be required to: (1) purchase Phones Professional Installation; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements. You will also be required to: 1) purchase Phones Professional Installation; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements, if your network passes the initial, pre-purchase test, but fails a second network quality test, which Podium will perform during the post-purchase onboarding process.
3.4.2. Client understands and agrees that it is fully responsible for maintaining sufficient internet access, network connectivity, power, and other system and technical requirements necessary to enable the use of Phones, including following the completion of any purchased Phones Professional Installation and any applicable Phones Professional Installation warranty period.
3.4.3. Additionally, Clients understands and agrees that, whether or not it purchases Phones Professional Installation, Client may not cancel or otherwise terminate its Phones Subscription, nor will Podium provide any refunds or service credits, due to network, hardware, or other issues caused by factors outside Podium’s direct control.
4. TERMS AND TERMINATION
4.1. This Agreement will begin on the start date of the applicable Subscription Documentation for Phones and will remain in effect until the applicable Subscription Term has expired or the Subscription is terminated as expressly permitted by your Subscription Documentation.
5. OWNERSHIP AND RIGHTS.
5.1. These Phones Service Terms do not grant any rights or licenses in Phones, Hardphone Products, Podium Technology, or related software other than as expressly stated in these Phones Service Terms. As between the parties, Podium owns all right, title, and interest, including all intellectual property rights, in and to Phones, Hardphone Products, and software. All rights not expressly granted are reserved.
6. FEES AND PAYMENT.
6.1. Unless otherwise specified in the applicable Subscription Documentation, Phones is provided on an ongoing, per-license subscription basis, including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the applicable Subscription Documentation or Agreement, as applicable. Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle, including Phones (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Agreement (collectively, the “Fees”). Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
6.2. Client will be responsible for all applicable taxes and fees accrued through Client’s use of Phones. These charges may change from time to time and vary depending on federal, state, and local rules. Podium may charge Client for applicable taxes and fees through Client’s invoice.
7. HARDPHONE PRODUCTS.
7.1. Hardphone Products are manufactured by third parties and are resold by Podium. All Hardphone Products features, specifications, and prices are subject to change at any time. Podium does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that the Hardphone Products are available for lease or purchase.
7.2. Podium is not obligated to accept any Subscription Documentation for the purchase of Hardphone Products, and Podium may cancel accepted Subscription Documentation at any time if Podium is unable to fulfill the purchase request for any reason. If Podium cancels your Subscription Documentation for the purchase of Hardphone Products because it is unable to fulfill the purchase request for any reason, Podium will fully refund the purchase fees pre-paid by you for such Hardphone Products.
7.3. The following terms apply to Hardphone Products purchased by Client (as specified in Client’s Subscription Documentation):
7.3.1. Podium shall deliver the Hardphone Products to the delivery address specified in the Subscription Documentation, at which time risk of loss will pass to you. Podium will use commercially reasonable efforts to provide you with an estimated delivery date for each Hardphone Product; however, such delivery date is a good-faith estimate only and is not binding on Podium.
7.3.2. Title to each Hardphone Product will transfer to you upon: (a) your payment of all applicable purchase fees in respect of such Hardphone Product and (b) delivery of the Hardphone Product in accordance with this Section 7.3, whichever is later.
7.4. Your use of the Hardphone Products (a) is subject to the terms of the Podium Terms of Service, Acceptable Use Policy, these Phones Service Terms, and any additional terms set forth in the applicable Subscription Documentation; (b) is limited to use in conjunction with the Phones and Hardphone Services and other Podium Services; and (c) is limited to use by competent trained employees authorized by Client to operate or use Hardphone Products, and with adequate security measures in place to safeguard Hardphone Products and data collected by, and held on, Hardphone Products.
7.5. You will not, and neither will you permit any third party to: (a) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Hardphone Product; (b) work around any of the technical limitations implemented in a Hardphone Product or enable functionality that is disabled or prohibited; (c) reverse engineer or attempt to reverse engineer a Hardphone Products except as expressly permitted by applicable Law; (d) perform or attempt to perform any actions that would interfere with the normal operation of a Hardphone Product or impact the use of the Hardphone Products by other users; (e) use the Hardphone Products in any manner not permitted hereunder or for any purpose other than commercial purposes; (f) use the Hardphone Product in any location other than the registered location or move the Hardphone Products to a new location without registering the device to its new location; (g) remove, modify, deface, or replace any of Podium’s or any Phones Service Provider’s proprietary notices or marks which appear on or are affixed to a Hardphone Product; or (h) use the Hardphone Products to violate any applicable Laws, including any laws and regulations related to notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Hardphone Products.
7.6. Except as otherwise expressly stated herein, you are responsible for installing, integrating, and maintaining the Hardphone Products, which includes updating the software as may be required by Podium or its Phones Service Provider(s) from time to time. Podium may make updates to the Hardphone Products available to you. You must install these updates to continue using the Hardphone Products. Podium will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Phones Service Terms unless other terms are provided with the updates.
7.7. Unless otherwise expressly provided in an applicable Subscription Documentation, Client will pay the purchase fee upon placing the order for purchase of the Hardphone Product.
8. LIMITED HARDPHONE WARRANTY AND SUPPORT.
8.1. Podium provides a one-year limited warranty against defective materials and faulty workmanship in a Hardphone Product. The warranty period starts on the date of your original purchase of the Hardphone Products from Podium and ends one year after that date. If you submit a claim during this warranty period that is within the scope of the limited warranty, follow Podium’s instructions for returning the Hardphone Product, and it appears that any product or part thereof contains a defect in materials or workmanship, Podium will at its option, to the extent permitted by applicable Law, either repair the Hardphone Product, replace the Hardphone Product, or refund to you all or part of the purchase price of the Hardphone Product. This limited warranty applies only to unaltered hardware components of the Hardphone Products that are used in accordance with these Phones Service Terms and not subject to accident, misuse, or neglect. Hardphone Products with the original factory serial number removed, defaced, or altered will not receive the original manufacturer’s warranty coverage.
8.2. This limited warranty is provided by Podium and not the Phones Service Provider. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights. To make a warranty claim, please contact Podium. Podium will provide you with information about how to return your Hardphone Products.
8.3. THE PHONES SERVICES AND HARPHONE PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY STATED IN THESE PHONES TERMS, PODIUM PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE HARDPHONE PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT, AS WELL AS ANY OTHER IMPLIED WARRANTIES, SUCH AS WARRANTIES REGARDING DATA LOSS, AVAILABILITY, ACCURACY, FUNCTIONALITY, AND LACK OF VIRUSES. THIS SECTION 8.3 APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY LIMITATIONS AND DISCLAIMERS THAT MAY BE CONTAINED IN THE PODIUM TERMS OF SERVICE. ANY WARRANTIES, GUARANTEES, OR CONDITIONS THAT CANNOT BE DISCLAIMED AS A MATTER OF LAW, BUT WHICH MAY BE LIMITED IN DURATION, LAST FOR ONE YEAR FROM THE DATE ON WHICH YOU RECEIVE A HARDPHONE PRODUCT. Use of the Hardphone Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Hardware Products to not function correctly. As a consequence, all such use is at your own risk.
9. PHONE NUMBER PORTING.
9.1. If you request Podium to port your phone number to Phones, you must execute a letter of authorization provided to you by Podium, authorizing a Phones Service Provider to initiate the porting process. Podium assumes no responsibility for any lost communication during the porting process.
9.2. Podium, at its sole discretion, reserves the right to refuse to allow you to port away any phone number ported into Podium, unless otherwise prohibited by Law. Podium may, at our sole discretion, allow you to port away phone numbers that you purchase from Podium and will allow you to port away phone numbers that you port to Podium, provided that you (a) have a Podium account in good standing; (b) have either ported in or purchased the phone number more than ninety (90) days prior to the port-away date; (c) provide all requested information including written notice to Podium of your intent to port the phone number(s) away from us before execution of the port-away request; and (d) are in compliance with these Phones Term of Service.
10. EMERGENCY SERVICES
10.1. Overview of Emergency Services. Because Phones is a VoIP service the emergency calling services available through Phones operate differently from traditional emergency calling services and have certain limitations. If you are not comfortable with these limitations, you must utilize alternate means of accessing emergency services. By using Phones, you represent and warrant that you understand the limitations of emergency services available through Phones and you agree to comply with your obligations as set forth in these Phones Service Terms.
10.2. Emergency Calls using Hardphone(s) & Desktop Softphone. When you use a Hardphone or the Desktop Softphone (see Section 10.3 for information on Mobile Softphones) to make an emergency call, Phones relies on the information, including physical address, associated with your Phones account to route emergency calls to the nearest emergency responder(s). Accordingly, you are required to register a physical location address (“Registered Location”) when you activate your Phones account. If you change your location, you must immediately update your Registered Location, according to the process set forth below. If you have not updated your address to ensure its accuracy or if you are calling from an address other than your Registered Location, emergency services may be delayed. If no address is available, Phones will route the emergency call to a national emergency response center. When making an emergency call, it is also possible that, due to certain technical limitations, the dispatcher may not receive your contact information. You should, therefore, immediately inform the dispatcher of your location (or the location of the emergency) and other contact information. Do not disconnect the emergency call until told to do so by the dispatcher.
10.2.1. Confirming and Updating your Registered Location. USE OF PHONES FROM A LOCATION OTHER THAN YOUR REGISTERED LOCATION MAY CAUSE YOUR EMERGENCY CALL TO BE ROUTED TO THE WRONG PUBLIC SAFETY ANSWERING POINT (PSAP) OR CAUSE EMERGENCY RESPONDERS TO BE DISPATCHED TO THE WRONG ADDRESS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF YOUR REGISTERED LOCATION AND CONTACT INFORMATION BY PROVIDING, MAINTAINING, AND UPDATING SUCH INFORMATION FOR YOUR ACCOUNT. YOU ARE ALSO RESPONSIBLE FOR PERIODICALLY CHECKING THAT YOUR COMMUNICATIONS INFRASTRUCTURE IS PROPERLY CONFIGURED FOR EMERGENCY CALLING. You can verify that your Registered Location is correct via the following methods:
(a) By dialing 933 to be connected to an automated system that will read back the Podium Phones phone number you are calling from, along with the address associated with that number; or
(b) By visiting the “Phones Settings” page of the Podium portal and viewing your contact information on record.
Necessary updates to your information can be made in “Phones Settings.” Any changes you make to your Registered Location will take effect once you have saved them in “Phones Settings.”
10.3. Emergency Calling via Mobile Softphone. If you attempt to make an emergency call using the Mobile Softphone on your own device, the Phones application will close and will route that call to your device’s native dialer. If the device you are using does not have a native dialer (or the device does not have an active wireless cellular service), you will not be able to make the emergency call. Where possible you should make any emergency call directly using the native dialer on your device.
10.4. Additional Phones Limitations.
10.4.1. Emergency calling through Phones will not function if: (a) you experience an internet failure or power outage; (b) your broadband, ISP, or Podium Phones services are terminated or suspended; or (c) your system access equipment fails or is not configured correctly. Network congestion may also delay or prevent completion of any emergency call. You will not be able to complete an emergency call if you move to a physical location outside the country in which your Phones services are provided.
10.4.2. The availability of certain features, such as transmission of a Registered Location, depends on whether local emergency response centers support those features, and other factors outside of Podium’s control. Podium relies on qualified third parties to assist us in routing emergency calls and text messages to emergency response centers. Podium does not have control over emergency response centers, emergency responders, or other third parties
10.5. Client Notice Obligations. YOUR USE, AND USE BY YOUR EMPLOYEES, AUTHORIZED USERS, GUESTS, AND OTHER THIRD PARTIES, OF PODIUM PHONES IS SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN. You are responsible for notifying any user or potential users of Phones, including but not limited to your Authorized Users, of the limitations of Phones emergency calls. If you receive any label or sticker from Podium relating to emergency services, you must attach that label or sticker where it is visible on any Hardphone you or your End Users may use in connection with Phones services.
10.6. Client Indemnity. Client will indemnify and hold harmless Podium Entities from and against any and all third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (i) Client’s incorrect information; (ii) Client’s failure to properly notify any person who may place calls using Phones of the emergency calling limitations; or (iii) the absence, failure, or outage of emergency calling using Phones for any reason; and (iv) the inability of any user of Phones to be able to access emergency service personnel for any reason.
10.7. Disclaimer. Neither Podium nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold Podium harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services. Podium disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Client to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Podium from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.
Effective January 4th 2023 to February 1st 2023
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PODIUM VOICE SERVICE TERMS
By using or accessing Podium’s Voice Service (“Voice”), or by signing or clicking accept to any Subscription Documentation that includes Voice or references these terms, you (“you” or “Client”) agree to be bound by the following terms and conditions (the “Voice Service Terms”).
These Voice Service Terms incorporate by this reference the Podium Terms of Service (currently available at: https://legal.podium.com/#termsofservice-us) (the “Podium Terms of Service”) as may be updated from time to time, which, among other terms, contain provisions governing the resolution of claims (see Section 13 (Disclaimers), Section 14 (Limitations of Liability), Section 15 (Dispute Resolution), and Section 16 (General) of the Podium Terms of Service). In the event of any conflict or inconsistency between these Voice Service Terms and the Podium Terms of Service, these Voice Service Terms will govern.
Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Voice Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references to the “Agreement” will include these Voice Service Terms.
1. DEFINITIONS
1.1. “Voice Service Provider(s)” means the third-party service provider(s) used by Podium to facilitate certain features of Voice. Podium may add or remove Voice Service Providers from time to time.
1.2. “Personal Data” means information about an identifiable individual, or information that is capable of being used (alone or in combination with other information) to identify an individual, (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
1.3. “Hardphone Products” or “Hardphones” means the physical device and any hardware and accessories provided or made available by Podium as part of Voice. Any software and/or firmware preinstalled on, or distributed with, the Hardphone Products forms part of the Hardphone Products.
1.4. “Softphone” means the software-based phone available within the Voice desktop application (“Desktop Softphone”) or the Voice mobile application (“Mobile Softphone”) that allows Podium clients to make phone calls through a properly equipped and configured computer or mobile device, without the need for Hardphone Products.
2. SERVICES.
2.1. Podium Voice. Podium Voice is a voice over internet protocol (“VoIP”) phone system integrated with Podium software to support communication with Client’s Customers. Subject to the performance of Client’s duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide Client with access to Voice. Podium Voice includes software, hardware, and other related elements.
2.2. In order to access and fully use Voice, Client must register for and maintain an active account and Subscription with Podium. Client understands and agrees that Voice may be used in the United States only. Client understands that Voice is a Beta Release (as defined in the Podium Terms of Service), until such time as Podium removes that designation.
2.3. Voice Professional Installation. Voice Professional Installation is a program Podium makes available whereby we connect you with certain Third-Party Providers to perform installation services that include: (a) assessment of your network to support VoIP compatibility and sufficient speed; (b) updating your network settings and configuration to improve performance (includes running up to 1 ethernet line (<50 feet)); (c) recommendations network and hardware updates; (d) physical hardphone installation session; e) a 30-day (from the date of installation), limited warranty for services provided.
2.3.1. Podium does not perform your Voice Professional Installation and has no responsibility or liability for the installation. Podium partners with certain Third-Party Providers, who are independent of Podium, who will provide the Voice Professional Installation services you purchase. These providers are not employees, subcontractors, or agents of Podium. For your convenience, you will pay for the Voice Professional Installation services as defined above through Podium, who will accept payment on behalf of the Third-Party Provider that completes your Voice Professional Installation. The Third-Party Provider may have additional terms and conditions, which Client may be required to accept prior to receiving the Voice Professional Installation. Additionally, if you purchase or wish to purchase any additional services from the Third-Party Provider, beyond those expressly described herein or on your applicable Subscription Documentation, you must contract with and pay any applicable fees to the Third-Party Provider directly.
2.3.2. By purchasing Voice Professional Installation, Client authorizes Podium to share Client’s contact information with a Third-Party Provider and (b) as necessary, to allow the Third-Party Provider to access Client’s Podium Platform account for the purposes of providing Voice Professional Installation services. Podium will not be responsible or liable in any manner for any negligent or intentional acts of the Third-Party Provider relating to the Voice Professional Installation services or Client’s Podium account.
3. CLIENT OBLIGATIONS.
3.1. Client Data. In addition to Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium or a Voice Service Provider, any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of Voice, Client grants Podium, and its respective affiliates, the worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s and Voice Service Provider’s third-party service providers) in order to provide the Voice Services to Client and (ii) to enable Voice Service Provider to use Client Data to: (a) provide the Voice Services Provider’s services to Voice Service Provider’s and its affiliates other clients; (b) analyze and improve, and incorporate Client Data into, the Voice Service Provider’s products, systems, and tools. Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable Law, provided that to the extent permitted under applicable Law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Voice Service Terms) after the expiration or termination of your applicable Subscription Documentation.
3.2. Compliance with Laws and Terms. Client understands and agrees that Client will, for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing Voice; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use Voice only in compliance with all Laws, the terms of this Agreement, including Podium’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://legal.podium.com/#aup-us), and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated these Voice Service Terms.
3.3. Account Use and Security. Client is solely responsible for all use(s) related to your use of Voice. Client is responsible for complying, and ensuring its Authorized Users comply, with all Laws applicable to Client’s use of Voice. Client is solely responsible and accepts full liability for all use of its Voice Service, with or without Client’s permission. Client is solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject it to a higher level of risk for fraudulent activity. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions. In the event that Podium discovers or has reason to believe the occurrence of unauthorized or prohibited usage of Voice, Podium reserves the right to take actions it deems reasonably necessary, without prior notice.
3.4. Responsibility for System and Technical Requirements. Client understands and agrees that Podium Voice is a voice over internet protocol (“VoIP”) phone service and there are many factors that may impact its ability to use Voice, including but not limited to network speeds and bandwidth, network connectivity, hardware, and other factors outside Podium’s control. Except for the limited scope of services and warranty available to Client upon the purchase of Voice Professional Installation, Client remains solely responsible for maintaining sufficient internet access, network connectivity, power, and other technical requirements necessary to enable your use of Voice.
3.4.1. To support Client in its ability to use Voice, Podium will perform a network quality test prior to your purchase of Voice. This test will assess download and upload speeds, download and upload packet loss, as well as the number of devices on your network at the time of the test. If, following this initial test, your network quality does not meet the minimum requirements to support Voice, before you may purchase a Voice Subscription, you will be required to: (1) purchase Voice Professional Installation; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements. You will also be required to: 1) purchase Voice Professional Installation; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements, if your network passes the initial, pre-purchase test, but fails a second network quality test, which Podium will perform during the post-purchase onboarding process.
3.4.2. Client understands and agrees that it is fully responsible for maintaining sufficient internet access, network connectivity, power, and other system and technical requirements necessary to enable the use of Voice, including following the completion of any purchased Voice Professional Installation and any applicable Voice Professional Installation warranty period.
3.4.3. Additionally, Clients understands and agrees that, whether or not it purchases Voice Professional Installation, Client may not cancel or otherwise terminate its Voice Subscription, nor will Podium provide any refunds or service credits, due to network, hardware, or other issues caused by factors outside Podium’s direct control.
4. TERMS AND TERMINATION
4.1. This Agreement will begin on the start date of the applicable Subscription Documentation for Voice and will remain in effect until the applicable Subscription Term has expired or the Subscription is terminated as expressly permitted by your Subscription Documentation.
5. OWNERSHIP AND RIGHTS.
5.1. These Voice Service Terms do not grant any rights or licenses in Voice, Hardphone Products, Podium Technology, or related software other than as expressly stated in these Voice Service Terms. As between the parties, Podium owns all right, title, and interest, including all intellectual property rights, in and to Voice, Hardphone Products, and software. All rights not expressly granted are reserved.
6. FEES AND PAYMENT.
6.1. Unless otherwise specified in the applicable Subscription Documentation, Voice is provided on an ongoing, per-license subscription basis, including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the applicable Subscription Documentation or Agreement, as applicable. Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle, including Voice (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Agreement (collectively, the “Fees”). Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
6.2. Client will be responsible for all applicable taxes and fees accrued through Client’s use of Voice. These charges may change from time to time and vary depending on federal, state, and local rules. Podium may charge Client for applicable taxes and fees through Client’s invoice.
7. HARDPHONE PRODUCTS.
7.1. Hardphone Products are manufactured by third parties and are resold by Podium. All Hardphone Products features, specifications, and prices are subject to change at any time. Podium does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that the Hardphone Products are available for lease or purchase.
7.2. Podium is not obligated to accept any Subscription Documentation for the purchase of Hardphone Products, and Podium may cancel accepted Subscription Documentation at any time if Podium is unable to fulfill the purchase request for any reason. If Podium cancels your Subscription Documentation for the purchase of Hardphone Products because it is unable to fulfill the purchase request for any reason, Podium will fully refund the purchase fees pre-paid by you for such Hardphone Products.
7.3. The following terms apply to Hardphone Products purchased by Client (as specified in Client’s Subscription Documentation):
7.3.1. Podium shall deliver the Hardphone Products to the delivery address specified in the Subscription Documentation, at which time risk of loss will pass to you. Podium will use commercially reasonable efforts to provide you with an estimated delivery date for each Hardphone Product; however, such delivery date is a good-faith estimate only and is not binding on Podium.
7.3.2. Title to each Hardphone Product will transfer to you upon: (a) your payment of all applicable purchase fees in respect of such Hardphone Product and (b) delivery of the Hardphone Product in accordance with this Section 7.3, whichever is later.
7.4. Your use of the Hardphone Products (a) is subject to the terms of the Podium Terms of Service, Acceptable Use Policy, these Voice Service Terms, and any additional terms set forth in the applicable Subscription Documentation; (b) is limited to use in conjunction with the Voice and Hardphone Services and other Podium Services; and (c) is limited to use by competent trained employees authorized by Client to operate or use Hardphone Products, and with adequate security measures in place to safeguard Hardphone Products and data collected by, and held on, Hardphone Products.
7.5. You will not, and neither will you permit any third party to: (a) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Hardphone Product; (b) work around any of the technical limitations implemented in a Hardphone Product or enable functionality that is disabled or prohibited; (c) reverse engineer or attempt to reverse engineer a Hardphone Products except as expressly permitted by applicable Law; (d) perform or attempt to perform any actions that would interfere with the normal operation of a Hardphone Product or impact the use of the Hardphone Products by other users; (e) use the Hardphone Products in any manner not permitted hereunder or for any purpose other than commercial purposes; (f) use the Hardphone Product in any location other than the registered location or move the Hardphone Products to a new location without registering the device to its new location; (g) remove, modify, deface, or replace any of Podium’s or any Voice Service Provider’s proprietary notices or marks which appear on or are affixed to a Hardphone Product; or (h) use the Hardphone Products to violate any applicable Laws, including any laws and regulations related to notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Hardphone Products.
7.6. Except as otherwise expressly stated herein, you are responsible for installing, integrating, and maintaining the Hardphone Products, which includes updating the software as may be required by Podium or its Voice Service Provider(s) from time to time. Podium may make updates to the Hardphone Products available to you. You must install these updates to continue using the Hardphone Products. Podium will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Voice Service Terms unless other terms are provided with the updates.
7.7. Unless otherwise expressly provided in an applicable Subscription Documentation, Client will pay the purchase fee upon placing the order for purchase of the Hardphone Product.
8. LIMITED HARDPHONE WARRANTY AND SUPPORT.
8.1. Podium provides a one-year limited warranty against defective materials and faulty workmanship in a Hardphone Product. The warranty period starts on the date of your original purchase of the Hardphone Products from Podium and ends one year after that date. If you submit a claim during this warranty period that is within the scope of the limited warranty, follow Podium’s instructions for returning the Hardphone Product, and it appears that any product or part thereof contains a defect in materials or workmanship, Podium will at its option, to the extent permitted by applicable Law, either repair the Hardphone Product, replace the Hardphone Product, or refund to you all or part of the purchase price of the Hardphone Product. This limited warranty applies only to unaltered hardware components of the Hardphone Products that are used in accordance with these Voice Service Terms and not subject to accident, misuse, or neglect. Hardphone Products with the original factory serial number removed, defaced, or altered will not receive the original manufacturer’s warranty coverage.
8.2. This limited warranty is provided by Podium and not the Voice Service Provider. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights. To make a warranty claim, please contact Podium. Podium will provide you with information about how to return your Hardphone Products.
8.3. THE VOICE SERVICES AND HARPHONE PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY STATED IN THESE VOICE TERMS, PODIUM PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE HARDPHONE PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT, AS WELL AS ANY OTHER IMPLIED WARRANTIES, SUCH AS WARRANTIES REGARDING DATA LOSS, AVAILABILITY, ACCURACY, FUNCTIONALITY, AND LACK OF VIRUSES. THIS SECTION 8.3 APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY LIMITATIONS AND DISCLAIMERS THAT MAY BE CONTAINED IN THE PODIUM TERMS OF SERVICE. ANY WARRANTIES, GUARANTEES, OR CONDITIONS THAT CANNOT BE DISCLAIMED AS A MATTER OF LAW, BUT WHICH MAY BE LIMITED IN DURATION, LAST FOR ONE YEAR FROM THE DATE ON WHICH YOU RECEIVE A HARDPHONE PRODUCT. Use of the Hardphone Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Hardware Products to not function correctly. As a consequence, all such use is at your own risk.
9. PHONE NUMBER PORTING.
9.1. If you request Podium to port your phone number to Voice, you must execute a letter of authorization provided to you by Podium, authorizing a Voice Service Provider to initiate the porting process. Podium assumes no responsibility for any lost communication during the porting process.
9.2. Podium, at its sole discretion, reserves the right to refuse to allow you to port away any phone number ported into Podium, unless otherwise prohibited by Law. Podium may, at our sole discretion, allow you to port away phone numbers that you purchase from Podium and will allow you to port away phone numbers that you port to Podium, provided that you (a) have a Podium account in good standing; (b) have either ported in or purchased the phone number more than ninety (90) days prior to the port-away date; (c) provide all requested information including written notice to Podium of your intent to port the phone number(s) away from us before execution of the port-away request; and (d) are in compliance with these Voice Term of Service.
10. EMERGENCY SERVICES
10.1. Overview of Emergency Services. Because Voice is a VoIP service the emergency calling services available through Voice operate differently from traditional emergency calling services and have certain limitations. If you are not comfortable with these limitations, you must utilize alternate means of accessing emergency services. By using Voice, you represent and warrant that you understand the limitations of emergency services available through Voice and you agree to comply with your obligations as set forth in these Voice Service Terms.
10.2. Emergency Calls using Hardphone(s) & Desktop Softphone. When you use a Hardphone or the Desktop Softphone (see Section 10.3 for information on Mobile Softphones) to make an emergency call, Voice relies on the information, including physical address, associated with your Voice account to route emergency calls to the nearest emergency responder(s). Accordingly, you are required to register a physical location address (“Registered Location”) when you activate your Voice account. If you change your location, you must immediately update your Registered Location, according to the process set forth below. If you have not updated your address to ensure its accuracy or if you are calling from an address other than your Registered Location, emergency services may be delayed. If no address is available, Voice will route the emergency call to a national emergency response center. When making an emergency call, it is also possible that, due to certain technical limitations, the dispatcher may not receive your contact information. You should, therefore, immediately inform the dispatcher of your location (or the location of the emergency) and other contact information. Do not disconnect the emergency call until told to do so by the dispatcher.
10.2.1. Confirming and Updating your Registered Location. USE OF VOICE FROM A LOCATION OTHER THAN YOUR REGISTERED LOCATION MAY CAUSE YOUR EMERGENCY CALL TO BE ROUTED TO THE WRONG PUBLIC SAFETY ANSWERING POINT (PSAP) OR CAUSE EMERGENCY RESPONDERS TO BE DISPATCHED TO THE WRONG ADDRESS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF YOUR REGISTERED LOCATION AND CONTACT INFORMATION BY PROVIDING, MAINTAINING, AND UPDATING SUCH INFORMATION FOR YOUR ACCOUNT. YOU ARE ALSO RESPONSIBLE FOR PERIODICALLY CHECKING THAT YOUR COMMUNICATIONS INFRASTRUCTURE IS PROPERLY CONFIGURED FOR EMERGENCY CALLING. You can verify that your Registered Location is correct via the following methods:
(a) By dialing 933 to be connected to an automated system that will read back the Podium Voice phone number you are calling from, along with the address associated with that number; or
(b) By visiting the “Voice Settings” page of the Podium portal and viewing your contact information on record.
Necessary updates to your information can be made in “Voice Settings.” Any changes you make to your Registered Location will take effect once you have saved them in “Voice Settings.”
10.3. Emergency Calling via Mobile Softphone. If you attempt to make an emergency call using the Mobile Softphone on your own device, the Voice application will close and will route that call to your device’s native dialer. If the device you are using does not have a native dialer (or the device does not have an active wireless cellular service), you will not be able to make the emergency call. Where possible you should make any emergency call directly using the native dialer on your device.
10.4. Additional Voice Limitations.
10.4.1. Emergency calling through Voice will not function if: (a) you experience an internet failure or power outage; (b) your broadband, ISP, or Podium Voice services are terminated or suspended; or (c) your system access equipment fails or is not configured correctly. Network congestion may also delay or prevent completion of any emergency call. You will not be able to complete an emergency call if you move to a physical location outside the country in which your Voice services are provided.
10.4.2. The availability of certain features, such as transmission of a Registered Location, depends on whether local emergency response centers support those features, and other factors outside of Podium’s control. Podium relies on qualified third parties to assist us in routing emergency calls and text messages to emergency response centers. Podium does not have control over emergency response centers, emergency responders, or other third parties
10.5. Client Notice Obligations. YOUR USE, AND USE BY YOUR EMPLOYEES, AUTHORIZED USERS, GUESTS, AND OTHER THIRD PARTIES, OF PODIUM VOICE IS SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN. You are responsible for notifying any user or potential users of Voice, including but not limited to your Authorized Users, of the limitations of Voice emergency calls. If you receive any label or sticker from Podium relating to emergency services, you must attach that label or sticker where it is visible on any Hardphone you or your End Users may use in connection with Voice services.
10.6. Client Indemnity. Client will indemnify and hold harmless Podium Entities from and against any and all third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (i) Client’s incorrect information; (ii) Client’s failure to properly notify any person who may place calls using Voice of the emergency calling limitations; or (iii) the absence, failure, or outage of emergency calling using Voice for any reason; and (iv) the inability of any user of Voice to be able to access emergency service personnel for any reason.
10.7. Disclaimer. Neither Podium nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold Podium harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services. Podium disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Client to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Podium from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.
Effective January 3rd 2023 to January 4th 2023
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PODIUM VOICE SERVICE TERMS
By using or accessing Podium’s Voice Service (“Voice”), or by signing or clicking accept to any Subscription Documentation that includes Voice or references these terms, you (“you” or “Client”) agree to be bound by the following terms and conditions (the “Voice Service Terms”).
These Voice Service Terms incorporate by this reference the Podium Terms of Service (currently available at: https://legal.podium.com/#termsofservice-us) (the “Podium Terms of Service”) as may be updated from time to time, which, among other terms, contain provisions governing the resolution of claims (see Section 13 (“Disclaimers”), Section 14 (“Limitations of Liability”), Section 15 (“Dispute Resolution”), and Section 16 (“General”) of the Podium Terms of Service). In the event of any conflict or inconsistency between these Voice Service Terms and the Podium Terms of Service, these Voice Service Terms will govern.
Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Voice Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references to the “Agreement” will include these Voice Service Terms.
1. DEFINITIONS
1.1. “Voice Service Provider(s)” means the third-party service provider(s) used by Podium to facilitate certain features of Voice. Podium may add or remove Voice Service Providers from time to time.
1.2. “Personal Data” means information about an identifiable individual, or information that is capable of being used (alone or in combination with other information) to identify an individual, (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
1.3. “Hardphone Products” or “Hardphones” means the physical device and any hardware and accessories provided or made available by Podium as part of Voice. Any software and/or firmware preinstalled on, or distributed with, the Hardphone Products forms part of the Hardphone Products.
1.4. "Softphone” means the software-based phone available within the Voice desktop application (“Desktop Softphone”) or the Voice mobile application (“Mobile Softphone”) that allows Podium clients to make phone calls through a properly equipped and configured computer or mobile device, without the need for Hardphone Products.
2. SERVICES.
2.1. Podium Voice. Podium Voice is a voice over internet protocol (“VoIP”) phone system integrated with Podium software to support communication with Client’s Customers. Subject to the performance of Client’s duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide Client with access to Voice. Podium Voice includes software, hardware, and other related elements.
2.2. In order to access and fully use Voice, Client must register for and maintain an active account and Subscription with Podium. Client understands and agrees that Voice may be used in the United States only. Client understands that Voice is a Beta Release (as defined in the Podium Terms of Service), until such time as Podium removes that designation.
2.3. Voice Professional Installation. Voice Professional Installation is a program Podium makes available whereby we connect you with certain Third-Party Providers to perform installation services that include: (a) assessment of your network to support VoIP compatibility and sufficient speed; (b) updating your network settings and configuration to improve performance (includes running up to 1 ethernet line (<50 feet)); (c) recommendations network and hardware updates; (d) physical hardphone installation session; (e) a 30-day (from the date of installation), limited warranty for services provided.
2.3.1. Podium does not perform your Voice Professional Installation and has no responsibility or liability for the installation. Podium partners with certain Third-Party Providers, who are independent of Podium, who will provide the Voice Professional Installation services you purchase. These providers are not employees, subcontractors, or agents of Podium. For your convenience, you will pay for the Voice Professional Installation services as defined above through Podium, who will accept payment on behalf of the Third-Party Provider that completes your Voice Professional Installation. The Third-Party Provider may have additional terms and conditions, which Client may be required to accept prior to receiving the Voice Professional Installation. Additionally, if you purchase or wish to purchase any additional services from the Third-Party Provider, beyond those expressly described herein or on your applicable Subscription Documentation, you must contract with and pay any applicable fees to the Third-Party Provider directly
2.3.2. By purchasing Voice Professional Installation, Client authorizes Podium to share Client’s contact information with a Third-Party Provider and (b) as necessary, to allow the Third-Party Provider to access Client’s Podium Platform account for the purposes of providing Voice Professional Installation services. Podium will not be responsible or liable in any manner for any negligent or intentional acts of the Third-Party Provider relating to the Voice Professional Installation services or Client’s Podium account.
3. CLIENT OBLIGATIONS.
3.1. Client Data. In addition to Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium or a Voice Service Provider, any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of Voice, Client grants Podium, and its respective affiliates, the worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s and Voice Service Provider’s third-party service providers) in order to provide the Voice Services to Client and (ii) to enable Voice Service Provider to use Client Data to: (a) provide the Voice Services Provider’s services to Voice Service Provider’s and its affiliates other clients; (b) analyze and improve, and incorporate Client Data into, the Voice Service Provider’s products, systems, and tools. Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable Law, provided that to the extent permitted under applicable Law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Voice Service Terms) after the expiration or termination of your applicable Subscription Documentation.
3.2. Compliance with Laws and Terms. Client understands and agrees that Client will, for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing Voice; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use Voice only in compliance with all Laws, the terms of this Agreement, including Podium’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://legal.podium.com/#aup-us), and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated these Voice Service Terms.
3.3. Account Use and Security. Client is solely responsible for all use(s) related to your use of Voice. Client is responsible for complying and ensuring its Authorized Users comply, with all Laws applicable to Client’s use of Voice. Client is solely responsible and accepts full liability for all use of its Voice Service, with or without Client’s permission. Client is solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject it to a higher level of risk for fraudulent activity. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions. In the event that Podium discovers or has reason to believe the occurrence of unauthorized or prohibited usage of Voice, Podium reserves the right to take actions it deems reasonably necessary, without prior notice.
3.4. Responsibility for System and Technical Requirements. Client understands and agrees that Podium Voice is a voice over internet protocol (“VoIP”) phone service and there are many factors that may impact its ability to use Voice, including but not limited to network speeds and bandwidth, network connectivity, hardware, and other factors outside Podium’s control. Except for the limited scope of services and warranty available to Client upon the purchase of Voice Professional Installation, Client remains solely responsible for maintaining sufficient internet access, network connectivity, power, and other technical requirements necessary to enable your use of Voice.
3.4.1. To support Client in its ability to use Voice, Podium will perform a network quality test prior to your purchase of Voice. This test will assess download and upload speeds, download and upload packet loss, as well as the number of devices on your network at the time of the test. If, following this initial test, your network quality does not meet the minimum requirements to support Voice, before you may purchase a Voice Subscription, you will be required to: (1) purchase Voice Professional Installation; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements. You will also be required to: 1) purchase Voice Professional Installation; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements, if your network passes the initial, pre-purchase test, but fails a second network quality test, which Podium will perform during the post-purchase onboarding process.
3.4.2. Client understands and agrees that it is fully responsible for maintaining sufficient internet access, network connectivity, power, and other system and technical requirements necessary to enable the use of Voice, including following the completion of any purchased Voice Professional Installation and any applicable Voice Professional Installation warranty period.
3.4.3. Additionally, Clients understands and agrees that, whether or not it purchases Voice Professional Installation, Client may not cancel or otherwise terminate its Voice Subscription, nor will Podium provide any refunds or service credits, due to network, hardware, or other issues caused by factors outside Podium’s direct control.
4. TERMS AND TERMINATION.
4.1. This Agreement will begin on the start date of the applicable Subscription Documentation for Voice and will remain in effect until the applicable Subscription Term has expired or the Subscription is terminated as expressly permitted by your Subscription Documentation.
5. OWNERSHIP AND RIGHTS.
5.1. These Voice Service Terms do not grant any rights or licenses in Voice, Hardphone Products, Podium Technology, or related software other than as expressly stated in these Voice Service Terms. As between the parties, Podium owns all right, title, and interest, including all intellectual property rights, in and to Voice, Hardphone Products, and software. All rights not expressly granted are reserved.
6. FEES AND PAYMENT.
6.1. Unless otherwise specified in the applicable Subscription Documentation, Voice is provided on an ongoing, per-license subscription basis, including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the applicable Subscription Documentation or Agreement, as applicable. Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle, including Voice (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Agreement (collectively, the “Fees”). Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
6.2. Client will be responsible for all applicable taxes and fees accrued through Client’s use of Voice. These charges may change from time to time and vary depending on federal, state, and local rules. Podium may charge Client for applicable taxes and fees through Client’s invoice.
7. HARDPHONE PRODUCTS.
7.1. Hardphone Products are manufactured by third parties and are resold by Podium. All Hardphone Products features, specifications, and prices are subject to change at any time. Podium does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that the Hardphone Products are available for lease or purchase.
7.2. Podium is not obligated to accept any Subscription Documentation for the purchase of Hardphone Products, and Podium may cancel accepted Subscription Documentation at any time if Podium is unable to fulfill the purchase request for any reason. If Podium cancels your Subscription Documentation for the purchase of Hardphone Products because it is unable to fulfill the purchase request for any reason, Podium will fully refund the purchase fees pre-paid by you for such Hardphone Products.
7.3. The following terms apply to Hardphone Products purchased by Client (as specified in Client’s Subscription Documentation):
7.3.1. Podium shall deliver the Hardphone Products to the delivery address specified in the Subscription Documentation, at which time risk of loss will pass to you. Podium will use commercially reasonable efforts to provide you with an estimated delivery date for each Hardphone Product; however, such delivery date is a good-faith estimate only and is not binding on Podium.
7.3.2. Title to each Hardphone Product will transfer to you upon: (a) your payment of all applicable purchase fees in respect of such Hardphone Product and (b) delivery of the Hardphone Product in accordance with this Section 7.3, whichever is later.
7.4. Your use of the Hardphone Products (a) is subject to the terms of the Podium Terms of Service, Acceptable Use Policy, these Voice Service Terms, and any additional terms set forth in the applicable Subscription Documentation; (b) is limited to use in conjunction with the Voice and Hardphone Services and other Podium Services; and (c) is limited to use by competent trained employees authorized by Client to operate or use Hardphone Products, and with adequate security measures in place to safeguard Hardphone Products and data collected by, and held on, Hardphone Products.
7.5. You will not, and neither will you permit any third party to: (a) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Hardphone Product; (b) work around any of the technical limitations implemented in a Hardphone Product or enable functionality that is disabled or prohibited; (c) reverse engineer or attempt to reverse engineer a Hardphone Products except as expressly permitted by applicable Law; (d) perform or attempt to perform any actions that would interfere with the normal operation of a Hardphone Product or impact the use of the Hardphone Products by other users; (e) use the Hardphone Products in any manner not permitted hereunder or for any purpose other than commercial purposes; (f) use the Hardphone Product in any location other than the registered location or move the Hardphone Products to a new location without registering the device to its new location; (g) remove, modify, deface, or replace any of Podium’s or any Voice Service Provider’s proprietary notices or marks which appear on or are affixed to a Hardphone Product; or (h) use the Hardphone Products to violate any applicable Laws, including any laws and regulations related to notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Hardphone Products.
7.6. Except as otherwise expressly stated herein, you are responsible for installing, integrating, and maintaining the Hardphone Products, which includes updating the software as may be required by Podium or its Voice Service Provider(s) from time to time. Podium may make updates to the Hardphone Products available to you. You must install these updates to continue using the Hardphone Products. Podium will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Voice Service Terms unless other terms are provided with the updates.
8. LIMITED HARDPHONE WARRANTY.
8.1. Podium provides a one-year limited warranty against defective materials and faulty workmanship in a Hardphone Product. The warranty period starts on the date of your original purchase of the Hardphone Products from Podium and ends one year after that date. If you submit a claim during this warranty period that is within the scope of the limited warranty, follow Podium’s instructions for returning the Hardphone Product, and it appears that any product or part thereof contains a defect in materials or workmanship, Podium will at its option, to the extent permitted by applicable Law, either repair the Hardphone Product, replace the Hardphone Product, or refund to you all or part of the purchase price of the Hardphone Product. This limited warranty applies only to unaltered hardware components of the Hardphone Products that are used in accordance with these Voice Service Terms and not subject to accident, misuse, or neglect. Hardphone Products with the original factory serial number removed, defaced, or altered will not receive the original manufacturer’s warranty coverage.
8.2. This limited warranty is provided by Podium and not the Voice Service Provider. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights. To make a warranty claim, please contact Podium. Podium will provide you with information about how to return your Hardphone Products.
8.3. THE VOICE SERVICES AND HARPHONE PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY STATED IN THESE VOICE TERMS, PODIUM PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE HARDPHONE PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT, AS WELL AS ANY OTHER IMPLIED WARRANTIES, SUCH AS WARRANTIES REGARDING DATA LOSS, AVAILABILITY, ACCURACY, FUNCTIONALITY, AND LACK OF VIRUSES. THIS SECTION 8.3 APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY LIMITATIONS AND DISCLAIMERS THAT MAY BE CONTAINED IN THE PODIUM TERMS OF SERVICE. ANY WARRANTIES, GUARANTEES, OR CONDITIONS THAT CANNOT BE DISCLAIMED AS A MATTER OF LAW, BUT WHICH MAY BE LIMITED IN DURATION, LAST FOR ONE YEAR FROM THE DATE ON WHICH YOU RECEIVE A HARDPHONE PRODUCT. Use of the Hardphone Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Hardware Products to not function correctly. As a consequence, all such use is at your own risk.
9. PHONE NUMBER PORTING.
9.1. If you request Podium to port your phone number to Voice, you must execute a letter of authorization provided to you by Podium, authorizing a Voice Service Provider to initiate the porting process. Podium assumes no responsibility for any lost communication during the porting process.
9.2. Podium, at its sole discretion, reserves the right to refuse to allow you to port away any phone number ported into Podium, unless otherwise prohibited by Law. Podium may, at our sole discretion, allow you to port away phone numbers that you purchase from Podium and will allow you to port away phone numbers that you port to Podium, provided that you (a) have a Podium account in good standing; (b) have either ported in or purchased the phone number more than ninety (90) days prior to the port-away date; (c) provide all requested information including written notice to Podium of your intent to port the phone number(s) away from us before execution of the port-away request; and (d) are in compliance with these Voice Term of Service.
10. EMERGENCY SERVICES.
10.1. Overview of Emergency Services. Because Voice is a VoIP service the emergency calling services available through Voice operate differently from traditional emergency calling services and have certain limitations. If you are not comfortable with these limitations, you must utilize alternate means of accessing emergency services. By using Voice, you represent and warrant that you understand the limitations of emergency services available through Voice and you agree to comply with your obligations as set forth in these Voice Service Terms.
10.2. Emergency Calls using Hardphone(s) & Desktop Softphone. When you use a Hardphone or the Desktop Softphone (see Section 10.3 for information on Mobile Softphones) to make an emergency call, Voice relies on the information, including physical address, associated with your Voice account to route emergency calls to the nearest emergency responder(s). Accordingly, you are required to register a physical location address (“Registered Location”) when you activate your Voice account. If you change your location, you must immediately update your Registered Location, according to the process set forth below. If you have not updated your address to ensure its accuracy or if you are calling from an address other than your Registered Location, emergency services may be delayed. If no address is available, Voice will route the emergency call to a national emergency response center. When making an emergency call, it is also possible that, due to certain technical limitations, the dispatcher may not receive your contact information. You should, therefore, immediately inform the dispatcher of your location (or the location of the emergency) and other contact information. Do not disconnect the emergency call until told to do so by the dispatcher.
10.2.1. Confirming and Updating your Registered Location. USE OF VOICE FROM A LOCATION OTHER THAN YOUR REGISTERED LOCATION MAY CAUSE YOUR EMERGENCY CALL TO BE ROUTED TO THE WRONG PUBLIC SAFETY ANSWERING POINT (PSAP) OR CAUSE EMERGENCY RESPONDERS TO BE DISPATCHED TO THE WRONG ADDRESS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF YOUR REGISTERED LOCATION AND CONTACT INFORMATION BY PROVIDING, MAINTAINING, AND UPDATING SUCH INFORMATION FOR YOUR ACCOUNT. YOU ARE ALSO RESPONSIBLE FOR PERIODICALLY CHECKING THAT YOUR COMMUNICATIONS INFRASTRUCTURE IS PROPERLY CONFIGURED FOR EMERGENCY CALLING. You can verify that your Registered Location is correct via the following methods:
(a) By dialing 933 to be connected to an automated system that will read back the Podium Voice phone number you are calling from, along with the address associated with that number; or
(b) By visiting the “Voice Settings” page of the Podium portal and viewing your contact information on record.
Necessary updates to your information can be made in “Voice Settings.” Any changes you make to your Registered Location will take effect once you have saved them in “Voice Settings.”
10.3. Emergency Calling via Mobile Softphone. If you attempt to make an emergency call using the Mobile Softphone on your own device, the Voice application will close and will route that call to your device’s native dialer. If the device you are using does not have a native dialer (or the device does not have an active wireless cellular service), you will not be able to make the emergency call. Where possible you should make any emergency call directly using the native dialer on your device.
10.4. Additional Voice Limitations.
10.4.1. Emergency calling through Voice will not function if: (a) you experience an internet failure or power outage; (b) your broadband, ISP, or Podium Voice services are terminated or suspended; or (c) your system access equipment fails or is not configured correctly. Network congestion may also delay or prevent completion of any emergency call. You will not be able to complete an emergency call if you move to a physical location outside the country in which your Voice services are provided.
10.4.2. The availability of certain features, such as transmission of a Registered Location, depends on whether local emergency response centers support those features, and other factors outside of Podium’s control. Podium relies on qualified third parties to assist us in routing emergency calls and text messages to emergency response centers. Podium does not have control over emergency response centers, emergency responders, or other third parties.
10.5. Client Notice Obligations. YOUR USE, AND USE BY YOUR EMPLOYEES, AUTHORIZED USERS, GUESTS, AND OTHER THIRD PARTIES, OF PODIUM VOICE IS SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN. You are responsible for notifying any user or potential users of Voice, including but not limited to your Authorized Users, of the limitations of Voice emergency calls. If you receive any label or sticker from Podium relating to emergency services, you must attach that label or sticker where it is visible on any Hardphone you or your End Users may use in connection with Voice services.
10.6. Client Indemnity. Client will indemnify and hold harmless Podium Entities from and against any and all third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (i) Client’s incorrect information; (ii) Client’s failure to properly notify any person who may place calls using Voice of the emergency calling limitations; or (iii) the absence, failure, or outage of emergency calling using Voice for any reason; and (iv) the inability of any user of Voice to be able to access emergency service personnel for any reason.
10.7. Disclaimer. Neither Podium nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold Podium harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services. Podium disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Client to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Podium from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.
Effective January 3rd 2023 to January 3rd 2023
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Table of Contents
PODIUM VOICE SERVICE TERMS
By using or accessing Podium’s Voice Service (“Voice”), or by signing or clicking accept to any Subscription Documentation that includes Voice or references these terms, you (“you” or “Client”) agree to be bound by the following terms and conditions (the “Voice Service Terms”).
These Voice Service Terms incorporate by this reference the Podium Terms of Service (currently available at: https://legal.podium.com/#termsofservice-us) (the “Podium Terms of Service”) as may be updated from time to time, which, among other terms, contain provisions governing the resolution of claims (see Section 13 (“Disclaimers”), Section 14 (“Limitations of Liability”), Section 15 (“Dispute Resolution”), and Section 16 (“General”) of the Podium Terms of Service). In the event of any conflict or inconsistency between these Voice Service Terms and the Podium Terms of Service, these Voice Service Terms will govern.
Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Voice Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references to the “Agreement” will include these Voice Service Terms.
1. DEFINITIONS
1.1. “Voice Service Provider(s)” means the third-party service provider(s) used by Podium to facilitate certain features of Voice. Podium may add or remove Voice Service Providers from time to time.
1.2. “Personal Data” means information about an identifiable individual, or information that is capable of being used (alone or in combination with other information) to identify an individual, (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
1.3. “Hardphone Products” or “Hardphones” means the physical device and any hardware and accessories provided or made available by Podium as part of Voice. Any software and/or firmware preinstalled on, or distributed with, the Hardphone Products forms part of the Hardphone Products.
1.4. "Softphone” means the software-based phone available within the Voice desktop application (“Desktop Softphone”) or the Voice mobile application (“Mobile Softphone”) that allows Podium clients to make phone calls through a properly equipped and configured computer or mobile device, without the need for Hardphone Products.
2. SERVICES.
2.1. Podium Voice. Podium Voice is a voice over internet protocol (“VoIP”) phone system integrated with Podium software to support communication with Client’s Customers. Subject to the performance of Client’s duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide Client with access to Voice. Podium Voice includes software, hardware, and other related elements.
2.2. In order to access and fully use Voice, Client must register for and maintain an active account and Subscription with Podium. Client understands and agrees that Voice may be used in the United States only. Client understands that Voice is a Beta Release (as defined in the Podium Terms of Service), until such time as Podium removes that designation.
2.3. Voice Professional Installation. Voice Professional Installation is a program Podium makes available whereby we connect you with certain Third-Party Providers to perform installation services that include: (a) assessment of your network to support VoIP compatibility and sufficient speed; (b) updating your network settings and configuration to improve performance (includes running up to 1 ethernet line (<50 feet)); (c) recommendations network and hardware updates; (d) physical hardphone installation session; (e) a 30-day (from the date of installation), limited warranty for services provided.< div>
2.3.1. Podium does not perform your Voice Professional Installation and has no responsibility or liability for the installation. Podium partners with certain Third-Party Providers, who are independent of Podium, who will provide the Voice Professional Installation services you purchase. These providers are not employees, subcontractors, or agents of Podium. For your convenience, you will pay for the Voice Professional Installation services as defined above through Podium, who will accept payment on behalf of the Third-Party Provider that completes your Voice Professional Installation. The Third-Party Provider may have additional terms and conditions, which Client may be required to accept prior to receiving the Voice Professional Installation. Additionally, if you purchase or wish to purchase any additional services from the Third-Party Provider, beyond those expressly described herein or on your applicable Subscription Documentation, you must contract with and pay any applicable fees to the Third-Party Provider directly
2.3.2. By purchasing Voice Professional Installation, Client authorizes Podium to share Client’s contact information with a Third-Party Provider and (b) as necessary, to allow the Third-Party Provider to access Client’s Podium Platform account for the purposes of providing Voice Professional Installation services. Podium will not be responsible or liable in any manner for any negligent or intentional acts of the Third-Party Provider relating to the Voice Professional Installation services or Client’s Podium account.
3. CLIENT OBLIGATIONS.
3.1. Client Data. In addition to Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium or a Voice Service Provider, any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of Voice, Client grants Podium, and its respective affiliates, the worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s and Voice Service Provider’s third-party service providers) in order to provide the Voice Services to Client and (ii) to enable Voice Service Provider to use Client Data to: (a) provide the Voice Services Provider’s services to Voice Service Provider’s and its affiliates other clients; (b) analyze and improve, and incorporate Client Data into, the Voice Service Provider’s products, systems, and tools. Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable Law, provided that to the extent permitted under applicable Law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Voice Service Terms) after the expiration or termination of your applicable Subscription Documentation.
3.2. Compliance with Laws and Terms. Client understands and agrees that Client will, for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing Voice; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use Voice only in compliance with all Laws, the terms of this Agreement, including Podium’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://legal.podium.com/#aup-us), and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated these Voice Service Terms.
3.3. Account Use and Security. Client is solely responsible for all use(s) related to your use of Voice. Client is responsible for complying and ensuring its Authorized Users comply, with all Laws applicable to Client’s use of Voice. Client is solely responsible and accepts full liability for all use of its Voice Service, with or without Client’s permission. Client is solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject it to a higher level of risk for fraudulent activity. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions. In the event that Podium discovers or has reason to believe the occurrence of unauthorized or prohibited usage of Voice, Podium reserves the right to take actions it deems reasonably necessary, without prior notice.
3.4. Responsibility for System and Technical Requirements. Client understands and agrees that Podium Voice is a voice over internet protocol (“VoIP”) phone service and there are many factors that may impact its ability to use Voice, including but not limited to network speeds and bandwidth, network connectivity, hardware, and other factors outside Podium’s control. Except for the limited scope of services and warranty available to Client upon the purchase of Voice Professional Installation, Client remains solely responsible for maintaining sufficient internet access, network connectivity, power, and other technical requirements necessary to enable your use of Voice.
3.4.1. To support Client in its ability to use Voice, Podium will perform a network quality test prior to your purchase of Voice. This test will assess download and upload speeds, download and upload packet loss, as well as the number of devices on your network at the time of the test. If, following this initial test, your network quality does not meet the minimum requirements to support Voice, before you may purchase a Voice Subscription, you will be required to: (1) purchase Voice Professional Installation; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements. You will also be required to: 1) purchase Voice Professional Installation; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements, if your network passes the initial, pre-purchase test, but fails a second network quality test, which Podium will perform during the post-purchase onboarding process.
3.4.2. Client understands and agrees that it is fully responsible for maintaining sufficient internet access, network connectivity, power, and other system and technical requirements necessary to enable the use of Voice, including following the completion of any purchased Voice Professional Installation and any applicable Voice Professional Installation warranty period.
3.4.3. Additionally, Clients understands and agrees that, whether or not it purchases Voice Professional Installation, Client may not cancel or otherwise terminate its Voice Subscription, nor will Podium provide any refunds or service credits, due to network, hardware, or other issues caused by factors outside Podium’s direct control.
4. TERMS AND TERMINATION.
4.1. This Agreement will begin on the start date of the applicable Subscription Documentation for Voice and will remain in effect until the applicable Subscription Term has expired or the Subscription is terminated as expressly permitted by your Subscription Documentation.
5. OWNERSHIP AND RIGHTS.
5.1. These Voice Service Terms do not grant any rights or licenses in Voice, Hardphone Products, Podium Technology, or related software other than as expressly stated in these Voice Service Terms. As between the parties, Podium owns all right, title, and interest, including all intellectual property rights, in and to Voice, Hardphone Products, and software. All rights not expressly granted are reserved.
6. FEES AND PAYMENT.
6.1. Unless otherwise specified in the applicable Subscription Documentation, Voice is provided on an ongoing, per-license subscription basis, including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the applicable Subscription Documentation or Agreement, as applicable. Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle, including Voice (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Agreement (collectively, the “Fees”). Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
6.2. Client will be responsible for all applicable taxes and fees accrued through Client’s use of Voice. These charges may change from time to time and vary depending on federal, state, and local rules. Podium may charge Client for applicable taxes and fees through Client’s invoice.
7. HARDPHONE PRODUCTS.
7.1. Hardphone Products are manufactured by third parties and are resold by Podium. All Hardphone Products features, specifications, and prices are subject to change at any time. Podium does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that the Hardphone Products are available for lease or purchase.
7.2. Podium is not obligated to accept any Subscription Documentation for the purchase of Hardphone Products, and Podium may cancel accepted Subscription Documentation at any time if Podium is unable to fulfill the purchase request for any reason. If Podium cancels your Subscription Documentation for the purchase of Hardphone Products because it is unable to fulfill the purchase request for any reason, Podium will fully refund the purchase fees pre-paid by you for such Hardphone Products.
7.3. The following terms apply to Hardphone Products purchased by Client (as specified in Client’s Subscription Documentation):
7.3.1. Podium shall deliver the Hardphone Products to the delivery address specified in the Subscription Documentation, at which time risk of loss will pass to you. Podium will use commercially reasonable efforts to provide you with an estimated delivery date for each Hardphone Product; however, such delivery date is a good-faith estimate only and is not binding on Podium.
7.3.2. Title to each Hardphone Product will transfer to you upon: (a) your payment of all applicable purchase fees in respect of such Hardphone Product and (b) delivery of the Hardphone Product in accordance with this Section 7.3, whichever is later.
7.4. Your use of the Hardphone Products (a) is subject to the terms of the Podium Terms of Service, Acceptable Use Policy, these Voice Service Terms, and any additional terms set forth in the applicable Subscription Documentation; (b) is limited to use in conjunction with the Voice and Hardphone Services and other Podium Services; and (c) is limited to use by competent trained employees authorized by Client to operate or use Hardphone Products, and with adequate security measures in place to safeguard Hardphone Products and data collected by, and held on, Hardphone Products.
7.5. You will not, and neither will you permit any third party to: (a) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Hardphone Product; (b) work around any of the technical limitations implemented in a Hardphone Product or enable functionality that is disabled or prohibited; (c) reverse engineer or attempt to reverse engineer a Hardphone Products except as expressly permitted by applicable Law; (d) perform or attempt to perform any actions that would interfere with the normal operation of a Hardphone Product or impact the use of the Hardphone Products by other users; (e) use the Hardphone Products in any manner not permitted hereunder or for any purpose other than commercial purposes; (f) use the Hardphone Product in any location other than the registered location or move the Hardphone Products to a new location without registering the device to its new location; (g) remove, modify, deface, or replace any of Podium’s or any Voice Service Provider’s proprietary notices or marks which appear on or are affixed to a Hardphone Product; or (h) use the Hardphone Products to violate any applicable Laws, including any laws and regulations related to notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Hardphone Products.
7.6. Except as otherwise expressly stated herein, you are responsible for installing, integrating, and maintaining the Hardphone Products, which includes updating the software as may be required by Podium or its Voice Service Provider(s) from time to time. Podium may make updates to the Hardphone Products available to you. You must install these updates to continue using the Hardphone Products. Podium will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Voice Service Terms unless other terms are provided with the updates.
8. LIMITED HARDPHONE WARRANTY.
8.1. Podium provides a one-year limited warranty against defective materials and faulty workmanship in a Hardphone Product. The warranty period starts on the date of your original purchase of the Hardphone Products from Podium and ends one year after that date. If you submit a claim during this warranty period that is within the scope of the limited warranty, follow Podium’s instructions for returning the Hardphone Product, and it appears that any product or part thereof contains a defect in materials or workmanship, Podium will at its option, to the extent permitted by applicable Law, either repair the Hardphone Product, replace the Hardphone Product, or refund to you all or part of the purchase price of the Hardphone Product. This limited warranty applies only to unaltered hardware components of the Hardphone Products that are used in accordance with these Voice Service Terms and not subject to accident, misuse, or neglect. Hardphone Products with the original factory serial number removed, defaced, or altered will not receive the original manufacturer’s warranty coverage.
8.2. This limited warranty is provided by Podium and not the Voice Service Provider. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights. To make a warranty claim, please contact Podium. Podium will provide you with information about how to return your Hardphone Products.
8.3. THE VOICE SERVICES AND HARPHONE PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY STATED IN THESE VOICE TERMS, PODIUM PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE HARDPHONE PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT, AS WELL AS ANY OTHER IMPLIED WARRANTIES, SUCH AS WARRANTIES REGARDING DATA LOSS, AVAILABILITY, ACCURACY, FUNCTIONALITY, AND LACK OF VIRUSES. THIS SECTION 8.3 APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY LIMITATIONS AND DISCLAIMERS THAT MAY BE CONTAINED IN THE PODIUM TERMS OF SERVICE. ANY WARRANTIES, GUARANTEES, OR CONDITIONS THAT CANNOT BE DISCLAIMED AS A MATTER OF LAW, BUT WHICH MAY BE LIMITED IN DURATION, LAST FOR ONE YEAR FROM THE DATE ON WHICH YOU RECEIVE A HARDPHONE PRODUCT. Use of the Hardphone Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Hardware Products to not function correctly. As a consequence, all such use is at your own risk.
9. PHONE NUMBER PORTING.
9.1. If you request Podium to port your phone number to Voice, you must execute a letter of authorization provided to you by Podium, authorizing a Voice Service Provider to initiate the porting process. Podium assumes no responsibility for any lost communication during the porting process.
9.2. Podium, at its sole discretion, reserves the right to refuse to allow you to port away any phone number ported into Podium, unless otherwise prohibited by Law. Podium may, at our sole discretion, allow you to port away phone numbers that you purchase from Podium and will allow you to port away phone numbers that you port to Podium, provided that you (a) have a Podium account in good standing; (b) have either ported in or purchased the phone number more than ninety (90) days prior to the port-away date; (c) provide all requested information including written notice to Podium of your intent to port the phone number(s) away from us before execution of the port-away request; and (d) are in compliance with these Voice Term of Service.
10. EMERGENCY SERVICES.
10.1. Overview of Emergency Services. Because Voice is a VoIP service the emergency calling services available through Voice operate differently from traditional emergency calling services and have certain limitations. If you are not comfortable with these limitations, you must utilize alternate means of accessing emergency services. By using Voice, you represent and warrant that you understand the limitations of emergency services available through Voice and you agree to comply with your obligations as set forth in these Voice Service Terms.
10.2. Emergency Calls using Hardphone(s) & Desktop Softphone. When you use a Hardphone or the Desktop Softphone (see Section 10.3 for information on Mobile Softphones) to make an emergency call, Voice relies on the information, including physical address, associated with your Voice account to route emergency calls to the nearest emergency responder(s). Accordingly, you are required to register a physical location address (“Registered Location”) when you activate your Voice account. If you change your location, you must immediately update your Registered Location, according to the process set forth below. If you have not updated your address to ensure its accuracy or if you are calling from an address other than your Registered Location, emergency services may be delayed. If no address is available, Voice will route the emergency call to a national emergency response center. When making an emergency call, it is also possible that, due to certain technical limitations, the dispatcher may not receive your contact information. You should, therefore, immediately inform the dispatcher of your location (or the location of the emergency) and other contact information. Do not disconnect the emergency call until told to do so by the dispatcher.
10.2.1. Confirming and Updating your Registered Location. USE OF VOICE FROM A LOCATION OTHER THAN YOUR REGISTERED LOCATION MAY CAUSE YOUR EMERGENCY CALL TO BE ROUTED TO THE WRONG PUBLIC SAFETY ANSWERING POINT (PSAP) OR CAUSE EMERGENCY RESPONDERS TO BE DISPATCHED TO THE WRONG ADDRESS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF YOUR REGISTERED LOCATION AND CONTACT INFORMATION BY PROVIDING, MAINTAINING, AND UPDATING SUCH INFORMATION FOR YOUR ACCOUNT. YOU ARE ALSO RESPONSIBLE FOR PERIODICALLY CHECKING THAT YOUR COMMUNICATIONS INFRASTRUCTURE IS PROPERLY CONFIGURED FOR EMERGENCY CALLING. You can verify that your Registered Location is correct via the following methods:
(a) By dialing 933 to be connected to an automated system that will read back the Podium Voice phone number you are calling from, along with the address associated with that number; or
(b) By visiting the “Voice Settings” page of the Podium portal and viewing your contact information on record.
Necessary updates to your information can be made in “Voice Settings.” Any changes you make to your Registered Location will take effect once you have saved them in “Voice Settings.”
10.3. Emergency Calling via Mobile Softphone. If you attempt to make an emergency call using the Mobile Softphone on your own device, the Voice application will close and will route that call to your device’s native dialer. If the device you are using does not have a native dialer (or the device does not have an active wireless cellular service), you will not be able to make the emergency call. Where possible you should make any emergency call directly using the native dialer on your device.
10.4. Additional Voice Limitations.
10.4.1. Emergency calling through Voice will not function if: (a) you experience an internet failure or power outage; (b) your broadband, ISP, or Podium Voice services are terminated or suspended; or (c) your system access equipment fails or is not configured correctly. Network congestion may also delay or prevent completion of any emergency call. You will not be able to complete an emergency call if you move to a physical location outside the country in which your Voice services are provided.
10.4.2. The availability of certain features, such as transmission of a Registered Location, depends on whether local emergency response centers support those features, and other factors outside of Podium’s control. Podium relies on qualified third parties to assist us in routing emergency calls and text messages to emergency response centers. Podium does not have control over emergency response centers, emergency responders, or other third parties.
10.5. Client Notice Obligations. YOUR USE, AND USE BY YOUR EMPLOYEES, AUTHORIZED USERS, GUESTS, AND OTHER THIRD PARTIES, OF PODIUM VOICE IS SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN. You are responsible for notifying any user or potential users of Voice, including but not limited to your Authorized Users, of the limitations of Voice emergency calls. If you receive any label or sticker from Podium relating to emergency services, you must attach that label or sticker where it is visible on any Hardphone you or your End Users may use in connection with Voice services.
10.6. Client Indemnity. Client will indemnify and hold harmless Podium Entities from and against any and all third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (i) Client’s incorrect information; (ii) Client’s failure to properly notify any person who may place calls using Voice of the emergency calling limitations; or (iii) the absence, failure, or outage of emergency calling using Voice for any reason; and (iv) the inability of any user of Voice to be able to access emergency service personnel for any reason.
10.7. Disclaimer. Neither Podium nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold Podium harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services. Podium disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Client to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Podium from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.
Effective January 3rd 2023 to January 3rd 2023
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PODIUM VOICE SERVICE TERMS
By using or accessing Podium’s Voice Service (“Voice”), or by signing or clicking accept to any Subscription Documentation that includes Voice or references these terms, you (“you” or “Client”) agree to be bound by the following terms and conditions (the “Voice Service Terms”).
These Voice Service Terms incorporate by this reference the Podium Terms of Service (currently available at: https://legal.podium.com/#termsofservice-us) (the “Podium Terms of Service”) as may be updated from time to time, which, among other terms, contain provisions governing the resolution of claims (see Section 13 (“Disclaimers”), Section 14 (“Limitations of Liability”), Section 15 (“Dispute Resolution”), and Section 16 (“General”) of the Podium Terms of Service). In the event of any conflict or inconsistency between these Voice Service Terms and the Podium Terms of Service, these Voice Service Terms will govern.
Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Voice Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references to the “Agreement” will include these Voice Service Terms.
1. DEFINITIONS
1.1. “Voice Service Provider(s)” means the third-party service provider(s) used by Podium to facilitate certain features of Voice. Podium may add or remove Voice Service Providers from time to time.
1.2. “Personal Data” means information about an identifiable individual, or information that is capable of being used (alone or in combination with other information) to identify an individual, (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
1.3. “Hardphone Products” or “Hardphones” means the physical device and any hardware and accessories provided or made available by Podium as part of Voice. Any software and/or firmware preinstalled on, or distributed with, the Hardphone Products forms part of the Hardphone Products.
1.4. "Softphone” means the software-based phone available within the Voice desktop application (“Desktop Softphone”) or the Voice mobile application (“Mobile Softphone”) that allows Podium clients to make phone calls through a properly equipped and configured computer or mobile device, without the need for Hardphone Products.
2. SERVICES.
3. CLIENT OBLIGATIONS.
3.1. Client Data. In addition to Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium or a Voice Service Provider, any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of Voice, Client grants Podium, and its respective affiliates, the worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s and Voice Service Provider’s third-party service providers) in order to provide the Voice Services to Client and (ii) to enable Voice Service Provider to use Client Data to: (a) provide the Voice Services Provider’s services to Voice Service Provider’s and its affiliates other clients; (b) analyze and improve, and incorporate Client Data into, the Voice Service Provider’s products, systems, and tools. Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable Law, provided that to the extent permitted under applicable Law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Voice Service Terms) after the expiration or termination of your applicable Subscription Documentation.
3.2. Compliance with Laws and Terms. Client understands and agrees that Client will, for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing Voice; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use Voice only in compliance with all Laws, the terms of this Agreement, including Podium’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://legal.podium.com/#aup-us), and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated these Voice Service Terms.
3.3. Account Use and Security. Client is solely responsible for all use(s) related to your use of Voice. Client is responsible for complying and ensuring its Authorized Users comply, with all Laws applicable to Client’s use of Voice. Client is solely responsible and accepts full liability for all use of its Voice Service, with or without Client’s permission. Client is solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject it to a higher level of risk for fraudulent activity. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions. In the event that Podium discovers or has reason to believe the occurrence of unauthorized or prohibited usage of Voice, Podium reserves the right to take actions it deems reasonably necessary, without prior notice.
3.4. Responsibility for System and Technical Requirements. Client understands and agrees that Podium Voice is a voice over internet protocol (“VoIP”) phone service and there are many factors that may impact its ability to use Voice, including but not limited to network speeds and bandwidth, network connectivity, hardware, and other factors outside Podium’s control. Except for the limited scope of services and warranty available to Client upon the purchase of Voice Professional Installation, Client remains solely responsible for maintaining sufficient internet access, network connectivity, power, and other technical requirements necessary to enable your use of Voice.
3.4.1. To support Client in its ability to use Voice, Podium will perform a network quality test prior to your purchase of Voice. This test will assess download and upload speeds, download and upload packet loss, as well as the number of devices on your network at the time of the test. If, following this initial test, your network quality does not meet the minimum requirements to support Voice, before you may purchase a Voice Subscription, you will be required to: (1) purchase Voice Professional Installation; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements. You will also be required to: 1) purchase Voice Professional Installation; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements, if your network passes the initial, pre-purchase test, but fails a second network quality test, which Podium will perform during the post-purchase onboarding process.
3.4.2. Client understands and agrees that it is fully responsible for maintaining sufficient internet access, network connectivity, power, and other system and technical requirements necessary to enable the use of Voice, including following the completion of any purchased Voice Professional Installation and any applicable Voice Professional Installation warranty period.
3.4.3. Additionally, Clients understands and agrees that, whether or not it purchases Voice Professional Installation, Client may not cancel or otherwise terminate its Voice Subscription, nor will Podium provide any refunds or service credits, due to network, hardware, or other issues caused by factors outside Podium’s direct control.
4. TERMS AND TERMINATION.
4.1. This Agreement will begin on the start date of the applicable Subscription Documentation for Voice and will remain in effect until the applicable Subscription Term has expired or the Subscription is terminated as expressly permitted by your Subscription Documentation.
5. OWNERSHIP AND RIGHTS.
5.1. These Voice Service Terms do not grant any rights or licenses in Voice, Hardphone Products, Podium Technology, or related software other than as expressly stated in these Voice Service Terms. As between the parties, Podium owns all right, title, and interest, including all intellectual property rights, in and to Voice, Hardphone Products, and software. All rights not expressly granted are reserved.
6. FEES AND PAYMENT.
6.1. Unless otherwise specified in the applicable Subscription Documentation, Voice is provided on an ongoing, per-license subscription basis, including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the applicable Subscription Documentation or Agreement, as applicable. Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle, including Voice (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Agreement (collectively, the “Fees”). Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
6.2. Client will be responsible for all applicable taxes and fees accrued through Client’s use of Voice. These charges may change from time to time and vary depending on federal, state, and local rules. Podium may charge Client for applicable taxes and fees through Client’s invoice.
7. HARDPHONE PRODUCTS.
7.1. Hardphone Products are manufactured by third parties and are resold by Podium. All Hardphone Products features, specifications, and prices are subject to change at any time. Podium does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that the Hardphone Products are available for lease or purchase.
7.2. Podium is not obligated to accept any Subscription Documentation for the purchase of Hardphone Products, and Podium may cancel accepted Subscription Documentation at any time if Podium is unable to fulfill the purchase request for any reason. If Podium cancels your Subscription Documentation for the purchase of Hardphone Products because it is unable to fulfill the purchase request for any reason, Podium will fully refund the purchase fees pre-paid by you for such Hardphone Products.
7.3. The following terms apply to Hardphone Products purchased by Client (as specified in Client’s Subscription Documentation):
7.3.1. Podium shall deliver the Hardphone Products to the delivery address specified in the Subscription Documentation, at which time risk of loss will pass to you. Podium will use commercially reasonable efforts to provide you with an estimated delivery date for each Hardphone Product; however, such delivery date is a good-faith estimate only and is not binding on Podium.
7.3.2. Title to each Hardphone Product will transfer to you upon: (a) your payment of all applicable purchase fees in respect of such Hardphone Product and (b) delivery of the Hardphone Product in accordance with this Section 7.3, whichever is later.
7.4. Your use of the Hardphone Products (a) is subject to the terms of the Podium Terms of Service, Acceptable Use Policy, these Voice Service Terms, and any additional terms set forth in the applicable Subscription Documentation; (b) is limited to use in conjunction with the Voice and Hardphone Services and other Podium Services; and (c) is limited to use by competent trained employees authorized by Client to operate or use Hardphone Products, and with adequate security measures in place to safeguard Hardphone Products and data collected by, and held on, Hardphone Products.
7.5. You will not, and neither will you permit any third party to: (a) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Hardphone Product; (b) work around any of the technical limitations implemented in a Hardphone Product or enable functionality that is disabled or prohibited; (c) reverse engineer or attempt to reverse engineer a Hardphone Products except as expressly permitted by applicable Law; (d) perform or attempt to perform any actions that would interfere with the normal operation of a Hardphone Product or impact the use of the Hardphone Products by other users; (e) use the Hardphone Products in any manner not permitted hereunder or for any purpose other than commercial purposes; (f) use the Hardphone Product in any location other than the registered location or move the Hardphone Products to a new location without registering the device to its new location; (g) remove, modify, deface, or replace any of Podium’s or any Voice Service Provider’s proprietary notices or marks which appear on or are affixed to a Hardphone Product; or (h) use the Hardphone Products to violate any applicable Laws, including any laws and regulations related to notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Hardphone Products.
7.6. Except as otherwise expressly stated herein, you are responsible for installing, integrating, and maintaining the Hardphone Products, which includes updating the software as may be required by Podium or its Voice Service Provider(s) from time to time. Podium may make updates to the Hardphone Products available to you. You must install these updates to continue using the Hardphone Products. Podium will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Voice Service Terms unless other terms are provided with the updates.
8. LIMITED HARDPHONE WARRANTY.
8.1. Podium provides a one-year limited warranty against defective materials and faulty workmanship in a Hardphone Product. The warranty period starts on the date of your original purchase of the Hardphone Products from Podium and ends one year after that date. If you submit a claim during this warranty period that is within the scope of the limited warranty, follow Podium’s instructions for returning the Hardphone Product, and it appears that any product or part thereof contains a defect in materials or workmanship, Podium will at its option, to the extent permitted by applicable Law, either repair the Hardphone Product, replace the Hardphone Product, or refund to you all or part of the purchase price of the Hardphone Product. This limited warranty applies only to unaltered hardware components of the Hardphone Products that are used in accordance with these Voice Service Terms and not subject to accident, misuse, or neglect. Hardphone Products with the original factory serial number removed, defaced, or altered will not receive the original manufacturer’s warranty coverage.
8.2. This limited warranty is provided by Podium and not the Voice Service Provider. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights. To make a warranty claim, please contact Podium. Podium will provide you with information about how to return your Hardphone Products.
8.3. THE VOICE SERVICES AND HARPHONE PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY STATED IN THESE VOICE TERMS, PODIUM PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE HARDPHONE PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT, AS WELL AS ANY OTHER IMPLIED WARRANTIES, SUCH AS WARRANTIES REGARDING DATA LOSS, AVAILABILITY, ACCURACY, FUNCTIONALITY, AND LACK OF VIRUSES. THIS SECTION 8.3 APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY LIMITATIONS AND DISCLAIMERS THAT MAY BE CONTAINED IN THE PODIUM TERMS OF SERVICE. ANY WARRANTIES, GUARANTEES, OR CONDITIONS THAT CANNOT BE DISCLAIMED AS A MATTER OF LAW, BUT WHICH MAY BE LIMITED IN DURATION, LAST FOR ONE YEAR FROM THE DATE ON WHICH YOU RECEIVE A HARDPHONE PRODUCT. Use of the Hardphone Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Hardware Products to not function correctly. As a consequence, all such use is at your own risk.
9. PHONE NUMBER PORTING.
9.1. If you request Podium to port your phone number to Voice, you must execute a letter of authorization provided to you by Podium, authorizing a Voice Service Provider to initiate the porting process. Podium assumes no responsibility for any lost communication during the porting process.
9.2. Podium, at its sole discretion, reserves the right to refuse to allow you to port away any phone number ported into Podium, unless otherwise prohibited by Law. Podium may, at our sole discretion, allow you to port away phone numbers that you purchase from Podium and will allow you to port away phone numbers that you port to Podium, provided that you (a) have a Podium account in good standing; (b) have either ported in or purchased the phone number more than ninety (90) days prior to the port-away date; (c) provide all requested information including written notice to Podium of your intent to port the phone number(s) away from us before execution of the port-away request; and (d) are in compliance with these Voice Term of Service.
10. EMERGENCY SERVICES.
10.1. Overview of Emergency Services. Because Voice is a VoIP service the emergency calling services available through Voice operate differently from traditional emergency calling services and have certain limitations. If you are not comfortable with these limitations, you must utilize alternate means of accessing emergency services. By using Voice, you represent and warrant that you understand the limitations of emergency services available through Voice and you agree to comply with your obligations as set forth in these Voice Service Terms.
10.2. Emergency Calls using Hardphone(s) & Desktop Softphone. When you use a Hardphone or the Desktop Softphone (see Section 10.3 for information on Mobile Softphones) to make an emergency call, Voice relies on the information, including physical address, associated with your Voice account to route emergency calls to the nearest emergency responder(s). Accordingly, you are required to register a physical location address (“Registered Location”) when you activate your Voice account. If you change your location, you must immediately update your Registered Location, according to the process set forth below. If you have not updated your address to ensure its accuracy or if you are calling from an address other than your Registered Location, emergency services may be delayed. If no address is available, Voice will route the emergency call to a national emergency response center. When making an emergency call, it is also possible that, due to certain technical limitations, the dispatcher may not receive your contact information. You should, therefore, immediately inform the dispatcher of your location (or the location of the emergency) and other contact information. Do not disconnect the emergency call until told to do so by the dispatcher.
10.2.1. Confirming and Updating your Registered Location. USE OF VOICE FROM A LOCATION OTHER THAN YOUR REGISTERED LOCATION MAY CAUSE YOUR EMERGENCY CALL TO BE ROUTED TO THE WRONG PUBLIC SAFETY ANSWERING POINT (PSAP) OR CAUSE EMERGENCY RESPONDERS TO BE DISPATCHED TO THE WRONG ADDRESS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF YOUR REGISTERED LOCATION AND CONTACT INFORMATION BY PROVIDING, MAINTAINING, AND UPDATING SUCH INFORMATION FOR YOUR ACCOUNT. YOU ARE ALSO RESPONSIBLE FOR PERIODICALLY CHECKING THAT YOUR COMMUNICATIONS INFRASTRUCTURE IS PROPERLY CONFIGURED FOR EMERGENCY CALLING. You can verify that your Registered Location is correct via the following methods:
(a) By dialing 933 to be connected to an automated system that will read back the Podium Voice phone number you are calling from, along with the address associated with that number; or
(b) By visiting the “Voice Settings” page of the Podium portal and viewing your contact information on record.
Necessary updates to your information can be made in “Voice Settings.” Any changes you make to your Registered Location will take effect once you have saved them in “Voice Settings.”
10.3. Emergency Calling via Mobile Softphone. If you attempt to make an emergency call using the Mobile Softphone on your own device, the Voice application will close and will route that call to your device’s native dialer. If the device you are using does not have a native dialer (or the device does not have an active wireless cellular service), you will not be able to make the emergency call. Where possible you should make any emergency call directly using the native dialer on your device.
10.4. Additional Voice Limitations.
10.4.1. Emergency calling through Voice will not function if: (a) you experience an internet failure or power outage; (b) your broadband, ISP, or Podium Voice services are terminated or suspended; or (c) your system access equipment fails or is not configured correctly. Network congestion may also delay or prevent completion of any emergency call. You will not be able to complete an emergency call if you move to a physical location outside the country in which your Voice services are provided.
10.4.2. The availability of certain features, such as transmission of a Registered Location, depends on whether local emergency response centers support those features, and other factors outside of Podium’s control. Podium relies on qualified third parties to assist us in routing emergency calls and text messages to emergency response centers. Podium does not have control over emergency response centers, emergency responders, or other third parties.
10.5. Client Notice Obligations. YOUR USE, AND USE BY YOUR EMPLOYEES, AUTHORIZED USERS, GUESTS, AND OTHER THIRD PARTIES, OF PODIUM VOICE IS SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN. You are responsible for notifying any user or potential users of Voice, including but not limited to your Authorized Users, of the limitations of Voice emergency calls. If you receive any label or sticker from Podium relating to emergency services, you must attach that label or sticker where it is visible on any Hardphone you or your End Users may use in connection with Voice services.
10.6. Client Indemnity. Client will indemnify and hold harmless Podium Entities from and against any and all third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (i) Client’s incorrect information; (ii) Client’s failure to properly notify any person who may place calls using Voice of the emergency calling limitations; or (iii) the absence, failure, or outage of emergency calling using Voice for any reason; and (iv) the inability of any user of Voice to be able to access emergency service personnel for any reason.
10.7. Disclaimer. Neither Podium nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold Podium harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services. Podium disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Client to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Podium from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.
Effective January 3rd 2023 to January 3rd 2023
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PODIUM VOICE SERVICE TERMS
By using or accessing Podium’s Voice Service (“Voice”), or by signing or clicking accept to any Subscription Documentation that includes Voice or references these terms, you (“you” or “Client”) agree to be bound by the following terms and conditions (the “Voice Service Terms”).
These Voice Service Terms incorporate by this reference the Podium Terms of Service (currently available at: https://legal.podium.com/#termsofservice-us) (the “Podium Terms of Service”) as may be updated from time to time, which, among other terms, contain provisions governing the resolution of claims (see Section 13 (“Disclaimers”), Section 14 (“Limitations of Liability”), Section 15 (“Dispute Resolution”), and Section 16 (“General”) of the Podium Terms of Service). In the event of any conflict or inconsistency between these Voice Service Terms and the Podium Terms of Service, these Voice Service Terms will govern.
Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Voice Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references to the “Agreement” will include these Voice Service Terms.
1. DEFINITIONS
1.1. “Voice Service Provider(s)” means the third-party service provider(s) used by Podium to facilitate certain features of Voice. Podium may add or remove Voice Service Providers from time to time.
1.2. “Personal Data” means information about an identifiable individual, or information that is capable of being used (alone or in combination with other information) to identify an individual, (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
1.3. “Hardphone Products” or “Hardphones” means the physical device and any hardware and accessories provided or made available by Podium as part of Voice. Any software and/or firmware preinstalled on, or distributed with, the Hardphone Products forms part of the Hardphone Products.
1.4. "Softphone” means the software-based phone available within the Voice desktop application (“Desktop Softphone”) or the Voice mobile application (“Mobile Softphone”) that allows Podium clients to make phone calls through a properly equipped and configured computer or mobile device, without the need for Hardphone Products.
2. SERVICES.
2.1. Podium Voice. Podium Voice is a voice over internet protocol (“VoIP”) phone system integrated with Podium software to support communication with Client’s Customers. Subject to the performance of Client’s duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide Client with access to Voice. Podium Voice includes software, hardware, and other related elements
2.2. In order to access and fully use Voice, Client must register for and maintain an active account and Subscription with Podium. Client understands and agrees that Voice may be used in the United States only. Client understands that Voice is a Beta Release (as defined in the Podium Terms of Service), until such time as Podium removes that designation.
2.3. Voice Professional Installation. Voice Professional Installation is a program Podium makes available whereby we connect you with certain Third-Party Providers to perform installation services that include: (a) assessment of your network to support VoIP compatibility and sufficient speed; (b) updating your network settings and configuration to improve performance (includes running up to 1 ethernet line (<50 feet)); (c) recommendations network and hardware updates; (d) physical hardphone installation session; e) a 30-day (from the date of installation), limited warranty for services provided.< div>
3. CLIENT OBLIGATIONS.
3.1. Client Data. In addition to Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium or a Voice Service Provider, any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of Voice, Client grants Podium, and its respective affiliates, the worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s and Voice Service Provider’s third-party service providers) in order to provide the Voice Services to Client and (ii) to enable Voice Service Provider to use Client Data to: (a) provide the Voice Services Provider’s services to Voice Service Provider’s and its affiliates other clients; (b) analyze and improve, and incorporate Client Data into, the Voice Service Provider’s products, systems, and tools. Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable Law, provided that to the extent permitted under applicable Law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Voice Service Terms) after the expiration or termination of your applicable Subscription Documentation.
3.2. Compliance with Laws and Terms. Client understands and agrees that Client will, for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing Voice; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use Voice only in compliance with all Laws, the terms of this Agreement, including Podium’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://legal.podium.com/#aup-us), and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated these Voice Service Terms.
3.3. Account Use and Security. Client is solely responsible for all use(s) related to your use of Voice. Client is responsible for complying and ensuring its Authorized Users comply, with all Laws applicable to Client’s use of Voice. Client is solely responsible and accepts full liability for all use of its Voice Service, with or without Client’s permission. Client is solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject it to a higher level of risk for fraudulent activity. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions. In the event that Podium discovers or has reason to believe the occurrence of unauthorized or prohibited usage of Voice, Podium reserves the right to take actions it deems reasonably necessary, without prior notice.
3.4. Responsibility for System and Technical Requirements. Client understands and agrees that Podium Voice is a voice over internet protocol (“VoIP”) phone service and there are many factors that may impact its ability to use Voice, including but not limited to network speeds and bandwidth, network connectivity, hardware, and other factors outside Podium’s control. Except for the limited scope of services and warranty available to Client upon the purchase of Voice Professional Installation, Client remains solely responsible for maintaining sufficient internet access, network connectivity, power, and other technical requirements necessary to enable your use of Voice.
3.4.1. To support Client in its ability to use Voice, Podium will perform a network quality test prior to your purchase of Voice. This test will assess download and upload speeds, download and upload packet loss, as well as the number of devices on your network at the time of the test. If, following this initial test, your network quality does not meet the minimum requirements to support Voice, before you may purchase a Voice Subscription, you will be required to: (1) purchase Voice Professional Installation; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements. You will also be required to: 1) purchase Voice Professional Installation; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements, if your network passes the initial, pre-purchase test, but fails a second network quality test, which Podium will perform during the post-purchase onboarding process.
3.4.2. Client understands and agrees that it is fully responsible for maintaining sufficient internet access, network connectivity, power, and other system and technical requirements necessary to enable the use of Voice, including following the completion of any purchased Voice Professional Installation and any applicable Voice Professional Installation warranty period.
3.4.3. Additionally, Clients understands and agrees that, whether or not it purchases Voice Professional Installation, Client may not cancel or otherwise terminate its Voice Subscription, nor will Podium provide any refunds or service credits, due to network, hardware, or other issues caused by factors outside Podium’s direct control.
4. TERMS AND TERMINATION.
4.1. This Agreement will begin on the start date of the applicable Subscription Documentation for Voice and will remain in effect until the applicable Subscription Term has expired or the Subscription is terminated as expressly permitted by your Subscription Documentation.
5. OWNERSHIP AND RIGHTS.
5.1. These Voice Service Terms do not grant any rights or licenses in Voice, Hardphone Products, Podium Technology, or related software other than as expressly stated in these Voice Service Terms. As between the parties, Podium owns all right, title, and interest, including all intellectual property rights, in and to Voice, Hardphone Products, and software. All rights not expressly granted are reserved.
6. FEES AND PAYMENT.
6.1. Unless otherwise specified in the applicable Subscription Documentation, Voice is provided on an ongoing, per-license subscription basis, including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the applicable Subscription Documentation or Agreement, as applicable. Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle, including Voice (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Agreement (collectively, the “Fees”). Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
6.2. Client will be responsible for all applicable taxes and fees accrued through Client’s use of Voice. These charges may change from time to time and vary depending on federal, state, and local rules. Podium may charge Client for applicable taxes and fees through Client’s invoice.
7. HARDPHONE PRODUCTS.
7.1. Hardphone Products are manufactured by third parties and are resold by Podium. All Hardphone Products features, specifications, and prices are subject to change at any time. Podium does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that the Hardphone Products are available for lease or purchase.
7.2. Podium is not obligated to accept any Subscription Documentation for the purchase of Hardphone Products, and Podium may cancel accepted Subscription Documentation at any time if Podium is unable to fulfill the purchase request for any reason. If Podium cancels your Subscription Documentation for the purchase of Hardphone Products because it is unable to fulfill the purchase request for any reason, Podium will fully refund the purchase fees pre-paid by you for such Hardphone Products.
7.3. The following terms apply to Hardphone Products purchased by Client (as specified in Client’s Subscription Documentation):
7.3.1. Podium shall deliver the Hardphone Products to the delivery address specified in the Subscription Documentation, at which time risk of loss will pass to you. Podium will use commercially reasonable efforts to provide you with an estimated delivery date for each Hardphone Product; however, such delivery date is a good-faith estimate only and is not binding on Podium.
7.3.2. Title to each Hardphone Product will transfer to you upon: (a) your payment of all applicable purchase fees in respect of such Hardphone Product and (b) delivery of the Hardphone Product in accordance with this Section 7.3, whichever is later.
7.4. Your use of the Hardphone Products (a) is subject to the terms of the Podium Terms of Service, Acceptable Use Policy, these Voice Service Terms, and any additional terms set forth in the applicable Subscription Documentation; (b) is limited to use in conjunction with the Voice and Hardphone Services and other Podium Services; and (c) is limited to use by competent trained employees authorized by Client to operate or use Hardphone Products, and with adequate security measures in place to safeguard Hardphone Products and data collected by, and held on, Hardphone Products.
7.5. You will not, and neither will you permit any third party to: (a) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Hardphone Product; (b) work around any of the technical limitations implemented in a Hardphone Product or enable functionality that is disabled or prohibited; (c) reverse engineer or attempt to reverse engineer a Hardphone Products except as expressly permitted by applicable Law; (d) perform or attempt to perform any actions that would interfere with the normal operation of a Hardphone Product or impact the use of the Hardphone Products by other users; (e) use the Hardphone Products in any manner not permitted hereunder or for any purpose other than commercial purposes; (f) use the Hardphone Product in any location other than the registered location or move the Hardphone Products to a new location without registering the device to its new location; (g) remove, modify, deface, or replace any of Podium’s or any Voice Service Provider’s proprietary notices or marks which appear on or are affixed to a Hardphone Product; or (h) use the Hardphone Products to violate any applicable Laws, including any laws and regulations related to notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Hardphone Products.
7.6. Except as otherwise expressly stated herein, you are responsible for installing, integrating, and maintaining the Hardphone Products, which includes updating the software as may be required by Podium or its Voice Service Provider(s) from time to time. Podium may make updates to the Hardphone Products available to you. You must install these updates to continue using the Hardphone Products. Podium will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Voice Service Terms unless other terms are provided with the updates.
8. LIMITED HARDPHONE WARRANTY.
8.1. Podium provides a one-year limited warranty against defective materials and faulty workmanship in a Hardphone Product. The warranty period starts on the date of your original purchase of the Hardphone Products from Podium and ends one year after that date. If you submit a claim during this warranty period that is within the scope of the limited warranty, follow Podium’s instructions for returning the Hardphone Product, and it appears that any product or part thereof contains a defect in materials or workmanship, Podium will at its option, to the extent permitted by applicable Law, either repair the Hardphone Product, replace the Hardphone Product, or refund to you all or part of the purchase price of the Hardphone Product. This limited warranty applies only to unaltered hardware components of the Hardphone Products that are used in accordance with these Voice Service Terms and not subject to accident, misuse, or neglect. Hardphone Products with the original factory serial number removed, defaced, or altered will not receive the original manufacturer’s warranty coverage.
8.2. This limited warranty is provided by Podium and not the Voice Service Provider. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights. To make a warranty claim, please contact Podium. Podium will provide you with information about how to return your Hardphone Products.
8.3. THE VOICE SERVICES AND HARPHONE PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY STATED IN THESE VOICE TERMS, PODIUM PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE HARDPHONE PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT, AS WELL AS ANY OTHER IMPLIED WARRANTIES, SUCH AS WARRANTIES REGARDING DATA LOSS, AVAILABILITY, ACCURACY, FUNCTIONALITY, AND LACK OF VIRUSES. THIS SECTION 8.3 APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY LIMITATIONS AND DISCLAIMERS THAT MAY BE CONTAINED IN THE PODIUM TERMS OF SERVICE. ANY WARRANTIES, GUARANTEES, OR CONDITIONS THAT CANNOT BE DISCLAIMED AS A MATTER OF LAW, BUT WHICH MAY BE LIMITED IN DURATION, LAST FOR ONE YEAR FROM THE DATE ON WHICH YOU RECEIVE A HARDPHONE PRODUCT. Use of the Hardphone Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Hardware Products to not function correctly. As a consequence, all such use is at your own risk.
9. PHONE NUMBER PORTING.
9.1. If you request Podium to port your phone number to Voice, you must execute a letter of authorization provided to you by Podium, authorizing a Voice Service Provider to initiate the porting process. Podium assumes no responsibility for any lost communication during the porting process.
9.2. Podium, at its sole discretion, reserves the right to refuse to allow you to port away any phone number ported into Podium, unless otherwise prohibited by Law. Podium may, at our sole discretion, allow you to port away phone numbers that you purchase from Podium and will allow you to port away phone numbers that you port to Podium, provided that you (a) have a Podium account in good standing; (b) have either ported in or purchased the phone number more than ninety (90) days prior to the port-away date; (c) provide all requested information including written notice to Podium of your intent to port the phone number(s) away from us before execution of the port-away request; and (d) are in compliance with these Voice Term of Service.
10. EMERGENCY SERVICES.
10.1. Overview of Emergency Services. Because Voice is a VoIP service the emergency calling services available through Voice operate differently from traditional emergency calling services and have certain limitations. If you are not comfortable with these limitations, you must utilize alternate means of accessing emergency services. By using Voice, you represent and warrant that you understand the limitations of emergency services available through Voice and you agree to comply with your obligations as set forth in these Voice Service Terms.
10.2. Emergency Calls using Hardphone(s) & Desktop Softphone. When you use a Hardphone or the Desktop Softphone (see Section 10.3 for information on Mobile Softphones) to make an emergency call, Voice relies on the information, including physical address, associated with your Voice account to route emergency calls to the nearest emergency responder(s). Accordingly, you are required to register a physical location address (“Registered Location”) when you activate your Voice account. If you change your location, you must immediately update your Registered Location, according to the process set forth below. If you have not updated your address to ensure its accuracy or if you are calling from an address other than your Registered Location, emergency services may be delayed. If no address is available, Voice will route the emergency call to a national emergency response center. When making an emergency call, it is also possible that, due to certain technical limitations, the dispatcher may not receive your contact information. You should, therefore, immediately inform the dispatcher of your location (or the location of the emergency) and other contact information. Do not disconnect the emergency call until told to do so by the dispatcher.
10.2.1. Confirming and Updating your Registered Location. USE OF VOICE FROM A LOCATION OTHER THAN YOUR REGISTERED LOCATION MAY CAUSE YOUR EMERGENCY CALL TO BE ROUTED TO THE WRONG PUBLIC SAFETY ANSWERING POINT (PSAP) OR CAUSE EMERGENCY RESPONDERS TO BE DISPATCHED TO THE WRONG ADDRESS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF YOUR REGISTERED LOCATION AND CONTACT INFORMATION BY PROVIDING, MAINTAINING, AND UPDATING SUCH INFORMATION FOR YOUR ACCOUNT. YOU ARE ALSO RESPONSIBLE FOR PERIODICALLY CHECKING THAT YOUR COMMUNICATIONS INFRASTRUCTURE IS PROPERLY CONFIGURED FOR EMERGENCY CALLING. You can verify that your Registered Location is correct via the following methods:
(a) By dialing 933 to be connected to an automated system that will read back the Podium Voice phone number you are calling from, along with the address associated with that number; or
(b) By visiting the “Voice Settings” page of the Podium portal and viewing your contact information on record.
Necessary updates to your information can be made in “Voice Settings.” Any changes you make to your Registered Location will take effect once you have saved them in “Voice Settings.”
10.3. Emergency Calling via Mobile Softphone. If you attempt to make an emergency call using the Mobile Softphone on your own device, the Voice application will close and will route that call to your device’s native dialer. If the device you are using does not have a native dialer (or the device does not have an active wireless cellular service), you will not be able to make the emergency call. Where possible you should make any emergency call directly using the native dialer on your device.
10.4. Additional Voice Limitations.
10.4.1. Emergency calling through Voice will not function if: (a) you experience an internet failure or power outage; (b) your broadband, ISP, or Podium Voice services are terminated or suspended; or (c) your system access equipment fails or is not configured correctly. Network congestion may also delay or prevent completion of any emergency call. You will not be able to complete an emergency call if you move to a physical location outside the country in which your Voice services are provided.
10.4.2. The availability of certain features, such as transmission of a Registered Location, depends on whether local emergency response centers support those features, and other factors outside of Podium’s control. Podium relies on qualified third parties to assist us in routing emergency calls and text messages to emergency response centers. Podium does not have control over emergency response centers, emergency responders, or other third parties.
10.5. Client Notice Obligations. YOUR USE, AND USE BY YOUR EMPLOYEES, AUTHORIZED USERS, GUESTS, AND OTHER THIRD PARTIES, OF PODIUM VOICE IS SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN. You are responsible for notifying any user or potential users of Voice, including but not limited to your Authorized Users, of the limitations of Voice emergency calls. If you receive any label or sticker from Podium relating to emergency services, you must attach that label or sticker where it is visible on any Hardphone you or your End Users may use in connection with Voice services.
10.6. Client Indemnity. Client will indemnify and hold harmless Podium Entities from and against any and all third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (i) Client’s incorrect information; (ii) Client’s failure to properly notify any person who may place calls using Voice of the emergency calling limitations; or (iii) the absence, failure, or outage of emergency calling using Voice for any reason; and (iv) the inability of any user of Voice to be able to access emergency service personnel for any reason.
10.7. Disclaimer. Neither Podium nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold Podium harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services. Podium disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Client to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Podium from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.
Effective January 3rd 2023 to January 3rd 2023
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Table of Contents
PODIUM VOICE SERVICE TERMS
By using or accessing Podium’s Voice Service (“Voice”), or by signing or clicking accept to any Subscription Documentation that includes Voice or references these terms, you (“you” or “Client”) agree to be bound by the following terms and conditions (the “Voice Service Terms”).
These Voice Service Terms incorporate by this reference the Podium Terms of Service (currently available at: https://legal.podium.com/#termsofservice-us) (the “Podium Terms of Service”) as may be updated from time to time, which, among other terms, contain provisions governing the resolution of claims (see Section 13 (“Disclaimers”), Section 14 (“Limitations of Liability”), Section 15 (“Dispute Resolution”), and Section 16 (“General”) of the Podium Terms of Service). In the event of any conflict or inconsistency between these Voice Service Terms and the Podium Terms of Service, these Voice Service Terms will govern.
Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Voice Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references to the “Agreement” will include these Voice Service Terms.
1. DEFINITIONS
1.1. “Voice Service Provider(s)” means the third-party service provider(s) used by Podium to facilitate certain features of Voice. Podium may add or remove Voice Service Providers from time to time.
1.2. “Personal Data” means information about an identifiable individual, or information that is capable of being used (alone or in combination with other information) to identify an individual, (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
1.3. “Hardphone Products” or “Hardphones” means the physical device and any hardware and accessories provided or made available by Podium as part of Voice. Any software and/or firmware preinstalled on, or distributed with, the Hardphone Products forms part of the Hardphone Products.
1.4. "Softphone” means the software-based phone available within the Voice desktop application (“Desktop Softphone”) or the Voice mobile application (“Mobile Softphone”) that allows Podium clients to make phone calls through a properly equipped and configured computer or mobile device, without the need for Hardphone Products.
2. SERVICES.
2.1. Podium Voice. Podium Voice is a voice over internet protocol (“VoIP”) phone system integrated with Podium software to support communication with Client’s Customers. Subject to the performance of Client’s duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide Client with access to Voice. Podium Voice includes software, hardware, and other related elements
2.2. In order to access and fully use Voice, Client must register for and maintain an active account and Subscription with Podium. Client understands and agrees that Voice may be used in the United States only. Client understands that Voice is a Beta Release (as defined in the Podium Terms of Service), until such time as Podium removes that designation.
2.3. Voice Professional Installation. Voice Professional Installation is a program Podium makes available whereby we connect you with certain Third-Party Providers to perform installation services that include: (a) assessment of your network to support VoIP compatibility and sufficient speed; (b) updating your network settings and configuration to improve performance (includes running up to 1 ethernet line (<50 feet)); (c) recommendations network and hardware updates; (d) physical hardphone installation session; e) a 30-day (from the date of installation), limited warranty for services provided.< div>
2.3.1. Podium does not perform your Voice Professional Installation and has no responsibility or liability for the installation. Podium partners with certain Third-Party Providers, who are independent of Podium, who will provide the Voice Professional Installation services you purchase. These providers are not employees, subcontractors, or agents of Podium. For your convenience, you will pay for the Voice Professional Installation services as defined above through Podium, who will accept payment on behalf of the Third-Party Provider that completes your Voice Professional Installation. The Third-Party Provider may have additional terms and conditions, which Client may be required to accept prior to receiving the Voice Professional Installation. Additionally, if you purchase or wish to purchase any additional services from the Third-Party Provider, beyond those expressly described herein or on your applicable Subscription Documentation, you must contract with and pay any applicable fees to the Third-Party Provider directly.
2.3.2. By purchasing Voice Professional Installation, Client authorizes Podium to share Client’s contact information with a Third-Party Provider and (b) as necessary, to allow the Third-Party Provider to access Client’s Podium Platform account for the purposes of providing Voice Professional Installation services. Podium will not be responsible or liable in any manner for any negligent or intentional acts of the Third-Party Provider relating to the Voice Professional Installation services or Client’s Podium account.
3. CLIENT OBLIGATIONS.
3.1. Client Data. In addition to Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium or a Voice Service Provider, any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of Voice, Client grants Podium, and its respective affiliates, the worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s and Voice Service Provider’s third-party service providers) in order to provide the Voice Services to Client and (ii) to enable Voice Service Provider to use Client Data to: (a) provide the Voice Services Provider’s services to Voice Service Provider’s and its affiliates other clients; (b) analyze and improve, and incorporate Client Data into, the Voice Service Provider’s products, systems, and tools. Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable Law, provided that to the extent permitted under applicable Law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Voice Service Terms) after the expiration or termination of your applicable Subscription Documentation.
3.2. Compliance with Laws and Terms. Client understands and agrees that Client will, for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing Voice; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use Voice only in compliance with all Laws, the terms of this Agreement, including Podium’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://legal.podium.com/#aup-us), and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated these Voice Service Terms.
3.3. Account Use and Security. Client is solely responsible for all use(s) related to your use of Voice. Client is responsible for complying and ensuring its Authorized Users comply, with all Laws applicable to Client’s use of Voice. Client is solely responsible and accepts full liability for all use of its Voice Service, with or without Client’s permission. Client is solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject it to a higher level of risk for fraudulent activity. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions. In the event that Podium discovers or has reason to believe the occurrence of unauthorized or prohibited usage of Voice, Podium reserves the right to take actions it deems reasonably necessary, without prior notice.
3.4. Responsibility for System and Technical Requirements. Client understands and agrees that Podium Voice is a voice over internet protocol (“VoIP”) phone service and there are many factors that may impact its ability to use Voice, including but not limited to network speeds and bandwidth, network connectivity, hardware, and other factors outside Podium’s control. Except for the limited scope of services and warranty available to Client upon the purchase of Voice Professional Installation, Client remains solely responsible for maintaining sufficient internet access, network connectivity, power, and other technical requirements necessary to enable your use of Voice.
3.4.1. To support Client in its ability to use Voice, Podium will perform a network quality test prior to your purchase of Voice. This test will assess download and upload speeds, download and upload packet loss, as well as the number of devices on your network at the time of the test. If, following this initial test, your network quality does not meet the minimum requirements to support Voice, before you may purchase a Voice Subscription, you will be required to: (1) purchase Voice Professional Installation; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements. You will also be required to: 1) purchase Voice Professional Installation; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements, if your network passes the initial, pre-purchase test, but fails a second network quality test, which Podium will perform during the post-purchase onboarding process.
3.4.2. Client understands and agrees that it is fully responsible for maintaining sufficient internet access, network connectivity, power, and other system and technical requirements necessary to enable the use of Voice, including following the completion of any purchased Voice Professional Installation and any applicable Voice Professional Installation warranty period.
3.4.3. Additionally, Clients understands and agrees that, whether or not it purchases Voice Professional Installation, Client may not cancel or otherwise terminate its Voice Subscription, nor will Podium provide any refunds or service credits, due to network, hardware, or other issues caused by factors outside Podium’s direct control.
4. TERMS AND TERMINATION.
4.1. This Agreement will begin on the start date of the applicable Subscription Documentation for Voice and will remain in effect until the applicable Subscription Term has expired or the Subscription is terminated as expressly permitted by your Subscription Documentation.
5. OWNERSHIP AND RIGHTS.
5.1. These Voice Service Terms do not grant any rights or licenses in Voice, Hardphone Products, Podium Technology, or related software other than as expressly stated in these Voice Service Terms. As between the parties, Podium owns all right, title, and interest, including all intellectual property rights, in and to Voice, Hardphone Products, and software. All rights not expressly granted are reserved.
6. FEES AND PAYMENT.
6.1. Unless otherwise specified in the applicable Subscription Documentation, Voice is provided on an ongoing, per-license subscription basis, including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the applicable Subscription Documentation or Agreement, as applicable. Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle, including Voice (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Agreement (collectively, the “Fees”). Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
6.2. Client will be responsible for all applicable taxes and fees accrued through Client’s use of Voice. These charges may change from time to time and vary depending on federal, state, and local rules. Podium may charge Client for applicable taxes and fees through Client’s invoice.
7. HARDPHONE PRODUCTS.
7.1. Hardphone Products are manufactured by third parties and are resold by Podium. All Hardphone Products features, specifications, and prices are subject to change at any time. Podium does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that the Hardphone Products are available for lease or purchase.
7.2. Podium is not obligated to accept any Subscription Documentation for the purchase of Hardphone Products, and Podium may cancel accepted Subscription Documentation at any time if Podium is unable to fulfill the purchase request for any reason. If Podium cancels your Subscription Documentation for the purchase of Hardphone Products because it is unable to fulfill the purchase request for any reason, Podium will fully refund the purchase fees pre-paid by you for such Hardphone Products.
7.3. The following terms apply to Hardphone Products purchased by Client (as specified in Client’s Subscription Documentation):
7.3.1. Podium shall deliver the Hardphone Products to the delivery address specified in the Subscription Documentation, at which time risk of loss will pass to you. Podium will use commercially reasonable efforts to provide you with an estimated delivery date for each Hardphone Product; however, such delivery date is a good-faith estimate only and is not binding on Podium.
7.3.2. Title to each Hardphone Product will transfer to you upon: (a) your payment of all applicable purchase fees in respect of such Hardphone Product and (b) delivery of the Hardphone Product in accordance with this Section 7.3, whichever is later.
7.4. Your use of the Hardphone Products (a) is subject to the terms of the Podium Terms of Service, Acceptable Use Policy, these Voice Service Terms, and any additional terms set forth in the applicable Subscription Documentation; (b) is limited to use in conjunction with the Voice and Hardphone Services and other Podium Services; and (c) is limited to use by competent trained employees authorized by Client to operate or use Hardphone Products, and with adequate security measures in place to safeguard Hardphone Products and data collected by, and held on, Hardphone Products.
7.5. You will not, and neither will you permit any third party to: (a) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Hardphone Product; (b) work around any of the technical limitations implemented in a Hardphone Product or enable functionality that is disabled or prohibited; (c) reverse engineer or attempt to reverse engineer a Hardphone Products except as expressly permitted by applicable Law; (d) perform or attempt to perform any actions that would interfere with the normal operation of a Hardphone Product or impact the use of the Hardphone Products by other users; (e) use the Hardphone Products in any manner not permitted hereunder or for any purpose other than commercial purposes; (f) use the Hardphone Product in any location other than the registered location or move the Hardphone Products to a new location without registering the device to its new location; (g) remove, modify, deface, or replace any of Podium’s or any Voice Service Provider’s proprietary notices or marks which appear on or are affixed to a Hardphone Product; or (h) use the Hardphone Products to violate any applicable Laws, including any laws and regulations related to notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Hardphone Products.
7.6. Except as otherwise expressly stated herein, you are responsible for installing, integrating, and maintaining the Hardphone Products, which includes updating the software as may be required by Podium or its Voice Service Provider(s) from time to time. Podium may make updates to the Hardphone Products available to you. You must install these updates to continue using the Hardphone Products. Podium will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Voice Service Terms unless other terms are provided with the updates.
8. LIMITED HARDPHONE WARRANTY.
8.1. Podium provides a one-year limited warranty against defective materials and faulty workmanship in a Hardphone Product. The warranty period starts on the date of your original purchase of the Hardphone Products from Podium and ends one year after that date. If you submit a claim during this warranty period that is within the scope of the limited warranty, follow Podium’s instructions for returning the Hardphone Product, and it appears that any product or part thereof contains a defect in materials or workmanship, Podium will at its option, to the extent permitted by applicable Law, either repair the Hardphone Product, replace the Hardphone Product, or refund to you all or part of the purchase price of the Hardphone Product. This limited warranty applies only to unaltered hardware components of the Hardphone Products that are used in accordance with these Voice Service Terms and not subject to accident, misuse, or neglect. Hardphone Products with the original factory serial number removed, defaced, or altered will not receive the original manufacturer’s warranty coverage.
8.2. This limited warranty is provided by Podium and not the Voice Service Provider. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights. To make a warranty claim, please contact Podium. Podium will provide you with information about how to return your Hardphone Products.
8.3. THE VOICE SERVICES AND HARPHONE PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY STATED IN THESE VOICE TERMS, PODIUM PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE HARDPHONE PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT, AS WELL AS ANY OTHER IMPLIED WARRANTIES, SUCH AS WARRANTIES REGARDING DATA LOSS, AVAILABILITY, ACCURACY, FUNCTIONALITY, AND LACK OF VIRUSES. THIS SECTION 8.3 APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY LIMITATIONS AND DISCLAIMERS THAT MAY BE CONTAINED IN THE PODIUM TERMS OF SERVICE. ANY WARRANTIES, GUARANTEES, OR CONDITIONS THAT CANNOT BE DISCLAIMED AS A MATTER OF LAW, BUT WHICH MAY BE LIMITED IN DURATION, LAST FOR ONE YEAR FROM THE DATE ON WHICH YOU RECEIVE A HARDPHONE PRODUCT. Use of the Hardphone Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Hardware Products to not function correctly. As a consequence, all such use is at your own risk.
9. PHONE NUMBER PORTING.
9.1. If you request Podium to port your phone number to Voice, you must execute a letter of authorization provided to you by Podium, authorizing a Voice Service Provider to initiate the porting process. Podium assumes no responsibility for any lost communication during the porting process.
9.2. Podium, at its sole discretion, reserves the right to refuse to allow you to port away any phone number ported into Podium, unless otherwise prohibited by Law. Podium may, at our sole discretion, allow you to port away phone numbers that you purchase from Podium and will allow you to port away phone numbers that you port to Podium, provided that you (a) have a Podium account in good standing; (b) have either ported in or purchased the phone number more than ninety (90) days prior to the port-away date; (c) provide all requested information including written notice to Podium of your intent to port the phone number(s) away from us before execution of the port-away request; and (d) are in compliance with these Voice Term of Service.
10. EMERGENCY SERVICES.
10.1. Overview of Emergency Services. Because Voice is a VoIP service the emergency calling services available through Voice operate differently from traditional emergency calling services and have certain limitations. If you are not comfortable with these limitations, you must utilize alternate means of accessing emergency services. By using Voice, you represent and warrant that you understand the limitations of emergency services available through Voice and you agree to comply with your obligations as set forth in these Voice Service Terms.
10.2. Emergency Calls using Hardphone(s) & Desktop Softphone. When you use a Hardphone or the Desktop Softphone (see Section 10.3 for information on Mobile Softphones) to make an emergency call, Voice relies on the information, including physical address, associated with your Voice account to route emergency calls to the nearest emergency responder(s). Accordingly, you are required to register a physical location address (“Registered Location”) when you activate your Voice account. If you change your location, you must immediately update your Registered Location, according to the process set forth below. If you have not updated your address to ensure its accuracy or if you are calling from an address other than your Registered Location, emergency services may be delayed. If no address is available, Voice will route the emergency call to a national emergency response center. When making an emergency call, it is also possible that, due to certain technical limitations, the dispatcher may not receive your contact information. You should, therefore, immediately inform the dispatcher of your location (or the location of the emergency) and other contact information. Do not disconnect the emergency call until told to do so by the dispatcher.
10.2.1. Confirming and Updating your Registered Location. USE OF VOICE FROM A LOCATION OTHER THAN YOUR REGISTERED LOCATION MAY CAUSE YOUR EMERGENCY CALL TO BE ROUTED TO THE WRONG PUBLIC SAFETY ANSWERING POINT (PSAP) OR CAUSE EMERGENCY RESPONDERS TO BE DISPATCHED TO THE WRONG ADDRESS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF YOUR REGISTERED LOCATION AND CONTACT INFORMATION BY PROVIDING, MAINTAINING, AND UPDATING SUCH INFORMATION FOR YOUR ACCOUNT. YOU ARE ALSO RESPONSIBLE FOR PERIODICALLY CHECKING THAT YOUR COMMUNICATIONS INFRASTRUCTURE IS PROPERLY CONFIGURED FOR EMERGENCY CALLING. You can verify that your Registered Location is correct via the following methods:
(a) By dialing 933 to be connected to an automated system that will read back the Podium Voice phone number you are calling from, along with the address associated with that number; or
(b) By visiting the “Voice Settings” page of the Podium portal and viewing your contact information on record.
Necessary updates to your information can be made in “Voice Settings.” Any changes you make to your Registered Location will take effect once you have saved them in “Voice Settings.”
10.3. Emergency Calling via Mobile Softphone. If you attempt to make an emergency call using the Mobile Softphone on your own device, the Voice application will close and will route that call to your device’s native dialer. If the device you are using does not have a native dialer (or the device does not have an active wireless cellular service), you will not be able to make the emergency call. Where possible you should make any emergency call directly using the native dialer on your device.
10.4. Additional Voice Limitations.
10.4.1. Emergency calling through Voice will not function if: (a) you experience an internet failure or power outage; (b) your broadband, ISP, or Podium Voice services are terminated or suspended; or (c) your system access equipment fails or is not configured correctly. Network congestion may also delay or prevent completion of any emergency call. You will not be able to complete an emergency call if you move to a physical location outside the country in which your Voice services are provided.
10.4.2. The availability of certain features, such as transmission of a Registered Location, depends on whether local emergency response centers support those features, and other factors outside of Podium’s control. Podium relies on qualified third parties to assist us in routing emergency calls and text messages to emergency response centers. Podium does not have control over emergency response centers, emergency responders, or other third parties.
10.5. Client Notice Obligations. YOUR USE, AND USE BY YOUR EMPLOYEES, AUTHORIZED USERS, GUESTS, AND OTHER THIRD PARTIES, OF PODIUM VOICE IS SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN. You are responsible for notifying any user or potential users of Voice, including but not limited to your Authorized Users, of the limitations of Voice emergency calls. If you receive any label or sticker from Podium relating to emergency services, you must attach that label or sticker where it is visible on any Hardphone you or your End Users may use in connection with Voice services.
10.6. Client Indemnity. Client will indemnify and hold harmless Podium Entities from and against any and all third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (i) Client’s incorrect information; (ii) Client’s failure to properly notify any person who may place calls using Voice of the emergency calling limitations; or (iii) the absence, failure, or outage of emergency calling using Voice for any reason; and (iv) the inability of any user of Voice to be able to access emergency service personnel for any reason.
10.7. Disclaimer. Neither Podium nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold Podium harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services. Podium disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Client to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Podium from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.
Effective January 3rd 2023 to January 3rd 2023
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Table of Contents
PODIUM VOICE SERVICE TERMS
By using or accessing Podium’s Voice Service (“Voice”), or by signing or clicking accept to any Subscription Documentation that includes Voice or references these terms, you (“you” or “Client”) agree to be bound by the following terms and conditions (the “Voice Service Terms”).
These Voice Service Terms incorporate by this reference the Podium Terms of Service (currently available at: https://legal.podium.com/#termsofservice-us) (the “Podium Terms of Service”) as may be updated from time to time, which, among other terms, contain provisions governing the resolution of claims (see Section 13 (“Disclaimers”), Section 14 (“Limitations of Liability”), Section 15 (“Dispute Resolution”), and Section 16 (“General”) of the Podium Terms of Service). In the event of any conflict or inconsistency between these Voice Service Terms and the Podium Terms of Service, these Voice Service Terms will govern.
Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Voice Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references to the “Agreement” will include these Voice Service Terms.
1. DEFINITIONS
1.1. “Voice Service Provider(s)” means the third-party service provider(s) used by Podium to facilitate certain features of Voice. Podium may add or remove Voice Service Providers from time to time.
1.2. “Personal Data” means information about an identifiable individual, or information that is capable of being used (alone or in combination with other information) to identify an individual, (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
1.3. “Hardphone Products” or “Hardphones” means the physical device and any hardware and accessories provided or made available by Podium as part of Voice. Any software and/or firmware preinstalled on, or distributed with, the Hardphone Products forms part of the Hardphone Products.
1.4. "Softphone” means the software-based phone available within the Voice desktop application (“Desktop Softphone”) or the Voice mobile application (“Mobile Softphone”) that allows Podium clients to make phone calls through a properly equipped and configured computer or mobile device, without the need for Hardphone Products.
2. SERVICES.
2.1. Podium Voice. Podium Voice is a voice over internet protocol (“VoIP”) phone system integrated with Podium software to support communication with Client’s Customers. Subject to the performance of Client’s duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide Client with access to Voice. Podium Voice includes software, hardware, and other related elements
2.2. In order to access and fully use Voice, Client must register for and maintain an active account and Subscription with Podium. Client understands and agrees that Voice may be used in the United States only. Client understands that Voice is a Beta Release (as defined in the Podium Terms of Service), until such time as Podium removes that designation.
2.3. Voice Professional Installation. Voice Professional Installation is a program Podium makes available whereby we connect you with certain Third-Party Providers to perform installation services that include: (a) assessment of your network to support VoIP compatibility and sufficient speed; (b) updating your network settings and configuration to improve performance (includes running up to 1 ethernet line (<50 feet)); (c) recommendations network and hardware updates; (d) physical hardphone installation session; e) a 30-day (from the date of installation), limited warranty for services provided.< div>
2.3.1. Podium does not perform your Voice Professional Installation and has no responsibility or liability for the installation. Podium partners with certain Third-Party Providers, who are independent of Podium, who will provide the Voice Professional Installation services you purchase. These providers are not employees, subcontractors, or agents of Podium. For your convenience, you will pay for the Voice Professional Installation services as defined above through Podium, who will accept payment on behalf of the Third-Party Provider that completes your Voice Professional Installation. The Third-Party Provider may have additional terms and conditions, which Client may be required to accept prior to receiving the Voice Professional Installation. Additionally, if you purchase or wish to purchase any additional services from the Third-Party Provider, beyond those expressly described herein or on your applicable Subscription Documentation, you must contract with and pay any applicable fees to the Third-Party Provider directly.
2.3.2. By purchasing Voice Professional Installation, Client authorizes Podium to share Client’s contact information with a Third-Party Provider and (b) as necessary, to allow the Third-Party Provider to access Client’s Podium Platform account for the purposes of providing Voice Professional Installation services. Podium will not be responsible or liable in any manner for any negligent or intentional acts of the Third-Party Provider relating to the Voice Professional Installation services or Client’s Podium account.
3. CLIENT OBLIGATIONS.
3.1. Client Data. In addition to Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium or a Voice Service Provider, any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of Voice, Client grants Podium, and its respective affiliates, the worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s and Voice Service Provider’s third-party service providers) in order to provide the Voice Services to Client and (ii) to enable Voice Service Provider to use Client Data to: (a) provide the Voice Services Provider’s services to Voice Service Provider’s and its affiliates other clients; (b) analyze and improve, and incorporate Client Data into, the Voice Service Provider’s products, systems, and tools. Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable Law, provided that to the extent permitted under applicable Law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Voice Service Terms) after the expiration or termination of your applicable Subscription Documentation.
3.2. Compliance with Laws and Terms. Client understands and agrees that Client will, for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing Voice; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use Voice only in compliance with all Laws, the terms of this Agreement, including Podium’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://legal.podium.com/#aup-us), and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated these Voice Service Terms.
3.3. Account Use and Security. Client is solely responsible for all use(s) related to your use of Voice. Client is responsible for complying and ensuring its Authorized Users comply, with all Laws applicable to Client’s use of Voice. Client is solely responsible and accepts full liability for all use of its Voice Service, with or without Client’s permission. Client is solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject it to a higher level of risk for fraudulent activity. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions. In the event that Podium discovers or has reason to believe the occurrence of unauthorized or prohibited usage of Voice, Podium reserves the right to take actions it deems reasonably necessary, without prior notice.
3.4. Responsibility for System and Technical Requirements. Client understands and agrees that Podium Voice is a voice over internet protocol (“VoIP”) phone service and there are many factors that may impact its ability to use Voice, including but not limited to network speeds and bandwidth, network connectivity, hardware, and other factors outside Podium’s control. Except for the limited scope of services and warranty available to Client upon the purchase of Voice Professional Installation, Client remains solely responsible for maintaining sufficient internet access, network connectivity, power, and other technical requirements necessary to enable your use of Voice.
3.4.1. To support Client in its ability to use Voice, Podium will perform a network quality test prior to your purchase of Voice. This test will assess download and upload speeds, download and upload packet loss, as well as the number of devices on your network at the time of the test. If, following this initial test, your network quality does not meet the minimum requirements to support Voice, before you may purchase a Voice Subscription, you will be required to: (1) purchase Voice Professional Installation; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements. You will also be required to: 1) purchase Voice Professional Installation; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements, if your network passes the initial, pre-purchase test, but fails a second network quality test, which Podium will perform during the post-purchase onboarding process.
3.4.2. Client understands and agrees that it is fully responsible for maintaining sufficient internet access, network connectivity, power, and other system and technical requirements necessary to enable the use of Voice, including following the completion of any purchased Voice Professional Installation and any applicable Voice Professional Installation warranty period.
3.4.3. Additionally, Clients understands and agrees that, whether or not it purchases Voice Professional Installation, Client may not cancel or otherwise terminate its Voice Subscription, nor will Podium provide any refunds or service credits, due to network, hardware, or other issues caused by factors outside Podium’s direct control.
4. TERMS AND TERMINATION.
4.1. This Agreement will begin on the start date of the applicable Subscription Documentation for Voice and will remain in effect until the applicable Subscription Term has expired or the Subscription is terminated as expressly permitted by your Subscription Documentation.
5. OWNERSHIP AND RIGHTS.
5.1. These Voice Service Terms do not grant any rights or licenses in Voice, Hardphone Products, Podium Technology, or related software other than as expressly stated in these Voice Service Terms. As between the parties, Podium owns all right, title, and interest, including all intellectual property rights, in and to Voice, Hardphone Products, and software. All rights not expressly granted are reserved.
6. FEES AND PAYMENT.
6.1. Unless otherwise specified in the applicable Subscription Documentation, Voice is provided on an ongoing, per-license subscription basis, including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the applicable Subscription Documentation or Agreement, as applicable. Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle, including Voice (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Agreement (collectively, the “Fees”). Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
6.2. Client will be responsible for all applicable taxes and fees accrued through Client’s use of Voice. These charges may change from time to time and vary depending on federal, state, and local rules. Podium may charge Client for applicable taxes and fees through Client’s invoice.
7. HARDPHONE PRODUCTS.
7.1. Hardphone Products are manufactured by third parties and are resold by Podium. All Hardphone Products features, specifications, and prices are subject to change at any time. Podium does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that the Hardphone Products are available for lease or purchase.
7.2. Podium is not obligated to accept any Subscription Documentation for the purchase of Hardphone Products, and Podium may cancel accepted Subscription Documentation at any time if Podium is unable to fulfill the purchase request for any reason. If Podium cancels your Subscription Documentation for the purchase of Hardphone Products because it is unable to fulfill the purchase request for any reason, Podium will fully refund the purchase fees pre-paid by you for such Hardphone Products.
7.3. The following terms apply to Hardphone Products purchased by Client (as specified in Client’s Subscription Documentation):
7.3.1. Podium shall deliver the Hardphone Products to the delivery address specified in the Subscription Documentation, at which time risk of loss will pass to you. Podium will use commercially reasonable efforts to provide you with an estimated delivery date for each Hardphone Product; however, such delivery date is a good-faith estimate only and is not binding on Podium.
7.3.2. Title to each Hardphone Product will transfer to you upon: (a) your payment of all applicable purchase fees in respect of such Hardphone Product and (b) delivery of the Hardphone Product in accordance with this Section 7.3, whichever is later.
7.4. Your use of the Hardphone Products (a) is subject to the terms of the Podium Terms of Service, Acceptable Use Policy, these Voice Service Terms, and any additional terms set forth in the applicable Subscription Documentation; (b) is limited to use in conjunction with the Voice and Hardphone Services and other Podium Services; and (c) is limited to use by competent trained employees authorized by Client to operate or use Hardphone Products, and with adequate security measures in place to safeguard Hardphone Products and data collected by, and held on, Hardphone Products.
7.5. You will not, and neither will you permit any third party to: (a) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Hardphone Product; (b) work around any of the technical limitations implemented in a Hardphone Product or enable functionality that is disabled or prohibited; (c) reverse engineer or attempt to reverse engineer a Hardphone Products except as expressly permitted by applicable Law; (d) perform or attempt to perform any actions that would interfere with the normal operation of a Hardphone Product or impact the use of the Hardphone Products by other users; (e) use the Hardphone Products in any manner not permitted hereunder or for any purpose other than commercial purposes; (f) use the Hardphone Product in any location other than the registered location or move the Hardphone Products to a new location without registering the device to its new location; (g) remove, modify, deface, or replace any of Podium’s or any Voice Service Provider’s proprietary notices or marks which appear on or are affixed to a Hardphone Product; or (h) use the Hardphone Products to violate any applicable Laws, including any laws and regulations related to notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Hardphone Products.
7.6. Except as otherwise expressly stated herein, you are responsible for installing, integrating, and maintaining the Hardphone Products, which includes updating the software as may be required by Podium or its Voice Service Provider(s) from time to time. Podium may make updates to the Hardphone Products available to you. You must install these updates to continue using the Hardphone Products. Podium will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Voice Service Terms unless other terms are provided with the updates.
8. LIMITED HARDPHONE WARRANTY.
8.1. Podium provides a one-year limited warranty against defective materials and faulty workmanship in a Hardphone Product. The warranty period starts on the date of your original purchase of the Hardphone Products from Podium and ends one year after that date. If you submit a claim during this warranty period that is within the scope of the limited warranty, follow Podium’s instructions for returning the Hardphone Product, and it appears that any product or part thereof contains a defect in materials or workmanship, Podium will at its option, to the extent permitted by applicable Law, either repair the Hardphone Product, replace the Hardphone Product, or refund to you all or part of the purchase price of the Hardphone Product. This limited warranty applies only to unaltered hardware components of the Hardphone Products that are used in accordance with these Voice Service Terms and not subject to accident, misuse, or neglect. Hardphone Products with the original factory serial number removed, defaced, or altered will not receive the original manufacturer’s warranty coverage.
8.2. This limited warranty is provided by Podium and not the Voice Service Provider. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights. To make a warranty claim, please contact Podium. Podium will provide you with information about how to return your Hardphone Products.
8.3. THE VOICE SERVICES AND HARPHONE PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY STATED IN THESE VOICE TERMS, PODIUM PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE HARDPHONE PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT, AS WELL AS ANY OTHER IMPLIED WARRANTIES, SUCH AS WARRANTIES REGARDING DATA LOSS, AVAILABILITY, ACCURACY, FUNCTIONALITY, AND LACK OF VIRUSES. THIS SECTION 8.3 APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY LIMITATIONS AND DISCLAIMERS THAT MAY BE CONTAINED IN THE PODIUM TERMS OF SERVICE. ANY WARRANTIES, GUARANTEES, OR CONDITIONS THAT CANNOT BE DISCLAIMED AS A MATTER OF LAW, BUT WHICH MAY BE LIMITED IN DURATION, LAST FOR ONE YEAR FROM THE DATE ON WHICH YOU RECEIVE A HARDPHONE PRODUCT. Use of the Hardphone Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Hardware Products to not function correctly. As a consequence, all such use is at your own risk.
9. PHONE NUMBER PORTING.
9.1. If you request Podium to port your phone number to Voice, you must execute a letter of authorization provided to you by Podium, authorizing a Voice Service Provider to initiate the porting process. Podium assumes no responsibility for any lost communication during the porting process.
9.2. Podium, at its sole discretion, reserves the right to refuse to allow you to port away any phone number ported into Podium, unless otherwise prohibited by Law. Podium may, at our sole discretion, allow you to port away phone numbers that you purchase from Podium and will allow you to port away phone numbers that you port to Podium, provided that you (a) have a Podium account in good standing; (b) have either ported in or purchased the phone number more than ninety (90) days prior to the port-away date; (c) provide all requested information including written notice to Podium of your intent to port the phone number(s) away from us before execution of the port-away request; and (d) are in compliance with these Voice Term of Service.
10. EMERGENCY SERVICES.
10.1. Overview of Emergency Services. Because Voice is a VoIP service the emergency calling services available through Voice operate differently from traditional emergency calling services and have certain limitations. If you are not comfortable with these limitations, you must utilize alternate means of accessing emergency services. By using Voice, you represent and warrant that you understand the limitations of emergency services available through Voice and you agree to comply with your obligations as set forth in these Voice Service Terms.
10.2. Emergency Calls using Hardphone(s) & Desktop Softphone. When you use a Hardphone or the Desktop Softphone (see Section 10.3 for information on Mobile Softphones) to make an emergency call, Voice relies on the information, including physical address, associated with your Voice account to route emergency calls to the nearest emergency responder(s). Accordingly, you are required to register a physical location address (“Registered Location”) when you activate your Voice account. If you change your location, you must immediately update your Registered Location, according to the process set forth below. If you have not updated your address to ensure its accuracy or if you are calling from an address other than your Registered Location, emergency services may be delayed. If no address is available, Voice will route the emergency call to a national emergency response center. When making an emergency call, it is also possible that, due to certain technical limitations, the dispatcher may not receive your contact information. You should, therefore, immediately inform the dispatcher of your location (or the location of the emergency) and other contact information. Do not disconnect the emergency call until told to do so by the dispatcher.
10.2.1. Confirming and Updating your Registered Location. USE OF VOICE FROM A LOCATION OTHER THAN YOUR REGISTERED LOCATION MAY CAUSE YOUR EMERGENCY CALL TO BE ROUTED TO THE WRONG PUBLIC SAFETY ANSWERING POINT (PSAP) OR CAUSE EMERGENCY RESPONDERS TO BE DISPATCHED TO THE WRONG ADDRESS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF YOUR REGISTERED LOCATION AND CONTACT INFORMATION BY PROVIDING, MAINTAINING, AND UPDATING SUCH INFORMATION FOR YOUR ACCOUNT. YOU ARE ALSO RESPONSIBLE FOR PERIODICALLY CHECKING THAT YOUR COMMUNICATIONS INFRASTRUCTURE IS PROPERLY CONFIGURED FOR EMERGENCY CALLING. You can verify that your Registered Location is correct via the following methods:
(a) By dialing 933 to be connected to an automated system that will read back the Podium Voice phone number you are calling from, along with the address associated with that number; or
(b) By visiting the “Voice Settings” page of the Podium portal and viewing your contact information on record.
Necessary updates to your information can be made in “Voice Settings.” Any changes you make to your Registered Location will take effect once you have saved them in “Voice Settings.”
10.3. Emergency Calling via Mobile Softphone. If you attempt to make an emergency call using the Mobile Softphone on your own device, the Voice application will close and will route that call to your device’s native dialer. If the device you are using does not have a native dialer (or the device does not have an active wireless cellular service), you will not be able to make the emergency call. Where possible you should make any emergency call directly using the native dialer on your device.
10.4. Additional Voice Limitations.
10.4.1. Emergency calling through Voice will not function if: (a) you experience an internet failure or power outage; (b) your broadband, ISP, or Podium Voice services are terminated or suspended; or (c) your system access equipment fails or is not configured correctly. Network congestion may also delay or prevent completion of any emergency call. You will not be able to complete an emergency call if you move to a physical location outside the country in which your Voice services are provided.
10.4.2. The availability of certain features, such as transmission of a Registered Location, depends on whether local emergency response centers support those features, and other factors outside of Podium’s control. Podium relies on qualified third parties to assist us in routing emergency calls and text messages to emergency response centers. Podium does not have control over emergency response centers, emergency responders, or other third parties.
10.5. Client Notice Obligations. YOUR USE, AND USE BY YOUR EMPLOYEES, AUTHORIZED USERS, GUESTS, AND OTHER THIRD PARTIES, OF PODIUM VOICE IS SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN. You are responsible for notifying any user or potential users of Voice, including but not limited to your Authorized Users, of the limitations of Voice emergency calls. If you receive any label or sticker from Podium relating to emergency services, you must attach that label or sticker where it is visible on any Hardphone you or your End Users may use in connection with Voice services.
10.6. Client Indemnity. Client will indemnify and hold harmless Podium Entities from and against any and all third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (i) Client’s incorrect information; (ii) Client’s failure to properly notify any person who may place calls using Voice of the emergency calling limitations; or (iii) the absence, failure, or outage of emergency calling using Voice for any reason; and (iv) the inability of any user of Voice to be able to access emergency service personnel for any reason.
10.7. Disclaimer. Neither Podium nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold Podium harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services. Podium disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Client to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Podium from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.
Effective January 3rd 2023 to January 3rd 2023
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PODIUM VOICE SERVICE TERMS
By using or accessing Podium’s Voice Service (“Voice”), or by signing or clicking accept to any Subscription Documentation that includes Voice or references these terms, you (“you” or “Client”) agree to be bound by the following terms and conditions (the “Voice Service Terms”).
These Voice Service Terms incorporate by this reference the Podium Terms of Service (currently available at: https://legal.podium.com/#termsofservice-us) (the “Podium Terms of Service”) as may be updated from time to time, which, among other terms, contain provisions governing the resolution of claims (see Section 13 (“Disclaimers”), Section 14 (“Limitations of Liability”), Section 15 (“Dispute Resolution”), and Section 16 (“General”) of the Podium Terms of Service). In the event of any conflict or inconsistency between these Voice Service Terms and the Podium Terms of Service, these Voice Service Terms will govern.
Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Voice Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references to the “Agreement” will include these Voice Service Terms.
1. DEFINITIONS
1.1. “Voice Service Provider(s)” means the third-party service provider(s) used by Podium to facilitate certain features of Voice. Podium may add or remove Voice Service Providers from time to time.
1.2. “Personal Data” means information about an identifiable individual, or information that is capable of being used (alone or in combination with other information) to identify an individual, (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
1.3. “Hardphone Products” or “Hardphones” means the physical device and any hardware and accessories provided or made available by Podium as part of Voice. Any software and/or firmware preinstalled on, or distributed with, the Hardphone Products forms part of the Hardphone Products.
1.4. "Softphone” means the software-based phone available within the Voice desktop application (“Desktop Softphone”) or the Voice mobile application (“Mobile Softphone”) that allows Podium clients to make phone calls through a properly equipped and configured computer or mobile device, without the need for Hardphone Products.
2. SERVICES.
2.1. Podium Voice. Podium Voice is a voice over internet protocol (“VoIP”) phone system integrated with Podium software to support communication with Client’s Customers. Subject to the performance of Client’s duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide Client with access to Voice. Podium Voice includes software, hardware, and other related elements
2.2. In order to access and fully use Voice, Client must register for and maintain an active account and Subscription with Podium. Client understands and agrees that Voice may be used in the United States only. Client understands that Voice is a Beta Release (as defined in the Podium Terms of Service), until such time as Podium removes that designation.
2.3. Voice Professional Installation. Voice Professional Installation is a program Podium makes available whereby we connect you with certain Third-Party Providers to perform installation services that include: (a) assessment of your network to support VoIP compatibility and sufficient speed; (b) updating your network settings and configuration to improve performance (includes running up to 1 ethernet line (<50 feet)); (c) recommendations network and hardware updates; (d) physical hardphone installation session; e) a 30-day (from the date of installation), limited warranty for services provided.< div>
2.3.1. Podium does not perform your Voice Professional Installation and has no responsibility or liability for the installation. Podium partners with certain Third-Party Providers, who are independent of Podium, who will provide the Voice Professional Installation services you purchase. These providers are not employees, subcontractors, or agents of Podium. For your convenience, you will pay for the Voice Professional Installation services as defined above through Podium, who will accept payment on behalf of the Third-Party Provider that completes your Voice Professional Installation. The Third-Party Provider may have additional terms and conditions, which Client may be required to accept prior to receiving the Voice Professional Installation. Additionally, if you purchase or wish to purchase any additional services from the Third-Party Provider, beyond those expressly described herein or on your applicable Subscription Documentation, you must contract with and pay any applicable fees to the Third-Party Provider directly.
2.3.2. By purchasing Voice Professional Installation, Client authorizes Podium to share Client’s contact information with a Third-Party Provider and (b) as necessary, to allow the Third-Party Provider to access Client’s Podium Platform account for the purposes of providing Voice Professional Installation services. Podium will not be responsible or liable in any manner for any negligent or intentional acts of the Third-Party Provider relating to the Voice Professional Installation services or Client’s Podium account.
3. CLIENT OBLIGATIONS.
3.1. Client Data. In addition to Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium or a Voice Service Provider, any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of Voice, Client grants Podium, and its respective affiliates, the worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s and Voice Service Provider’s third-party service providers) in order to provide the Voice Services to Client and (ii) to enable Voice Service Provider to use Client Data to: (a) provide the Voice Services Provider’s services to Voice Service Provider’s and its affiliates other clients; (b) analyze and improve, and incorporate Client Data into, the Voice Service Provider’s products, systems, and tools. Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable Law, provided that to the extent permitted under applicable Law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Voice Service Terms) after the expiration or termination of your applicable Subscription Documentation.
3.2. Compliance with Laws and Terms. Client understands and agrees that Client will, for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing Voice; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use Voice only in compliance with all Laws, the terms of this Agreement, including Podium’s Acceptable Use Policy (“Acceptable Use Policy”) (currently available at https://legal.podium.com/#aup-us), and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated these Voice Service Terms.
3.3. Account Use and Security. Client is solely responsible for all use(s) related to your use of Voice. Client is responsible for complying and ensuring its Authorized Users comply, with all Laws applicable to Client’s use of Voice. Client is solely responsible and accepts full liability for all use of its Voice Service, with or without Client’s permission. Client is solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject it to a higher level of risk for fraudulent activity. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions. In the event that Podium discovers or has reason to believe the occurrence of unauthorized or prohibited usage of Voice, Podium reserves the right to take actions it deems reasonably necessary, without prior notice.
3.4. Responsibility for System and Technical Requirements. Client understands and agrees that Podium Voice is a voice over internet protocol (“VoIP”) phone service and there are many factors that may impact its ability to use Voice, including but not limited to network speeds and bandwidth, network connectivity, hardware, and other factors outside Podium’s control. Except for the limited scope of services and warranty available to Client upon the purchase of Voice Professional Installation, Client remains solely responsible for maintaining sufficient internet access, network connectivity, power, and other technical requirements necessary to enable your use of Voice.
3.4.1. To support Client in its ability to use Voice, Podium will perform a network quality test prior to your purchase of Voice. This test will assess download and upload speeds, download and upload packet loss, as well as the number of devices on your network at the time of the test. If, following this initial test, your network quality does not meet the minimum requirements to support Voice, before you may purchase a Voice Subscription, you will be required to: (1) purchase Voice Professional Installation; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements. You will also be required to: 1) purchase Voice Professional Installation; or (2) sign a waiver and work with your own IT provider to bring your network up to the minimum requirements, if your network passes the initial, pre-purchase test, but fails a second network quality test, which Podium will perform during the post-purchase onboarding process.
3.4.2. Client understands and agrees that it is fully responsible for maintaining sufficient internet access, network connectivity, power, and other system and technical requirements necessary to enable the use of Voice, including following the completion of any purchased Voice Professional Installation and any applicable Voice Professional Installation warranty period.
3.4.3. Additionally, Clients understands and agrees that, whether or not it purchases Voice Professional Installation, Client may not cancel or otherwise terminate its Voice Subscription, nor will Podium provide any refunds or service credits, due to network, hardware, or other issues caused by factors outside Podium’s direct control.
4. TERMS AND TERMINATION.
4.1. This Agreement will begin on the start date of the applicable Subscription Documentation for Voice and will remain in effect until the applicable Subscription Term has expired or the Subscription is terminated as expressly permitted by your Subscription Documentation.
5. OWNERSHIP AND RIGHTS.
5.1. These Voice Service Terms do not grant any rights or licenses in Voice, Hardphone Products, Podium Technology, or related software other than as expressly stated in these Voice Service Terms. As between the parties, Podium owns all right, title, and interest, including all intellectual property rights, in and to Voice, Hardphone Products, and software. All rights not expressly granted are reserved.
6. FEES AND PAYMENT.
6.1. Unless otherwise specified in the applicable Subscription Documentation, Voice is provided on an ongoing, per-license subscription basis, including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the applicable Subscription Documentation or Agreement, as applicable. Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle, including Voice (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Agreement (collectively, the “Fees”). Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
6.2. Client will be responsible for all applicable taxes and fees accrued through Client’s use of Voice. These charges may change from time to time and vary depending on federal, state, and local rules. Podium may charge Client for applicable taxes and fees through Client’s invoice.
7. HARDPHONE PRODUCTS.
7.1. Hardphone Products are manufactured by third parties and are resold by Podium. All Hardphone Products features, specifications, and prices are subject to change at any time. Podium does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that the Hardphone Products are available for lease or purchase.
7.2. Podium is not obligated to accept any Subscription Documentation for the purchase of Hardphone Products, and Podium may cancel accepted Subscription Documentation at any time if Podium is unable to fulfill the purchase request for any reason. If Podium cancels your Subscription Documentation for the purchase of Hardphone Products because it is unable to fulfill the purchase request for any reason, Podium will fully refund the purchase fees pre-paid by you for such Hardphone Products.
7.3. The following terms apply to Hardphone Products purchased by Client (as specified in Client’s Subscription Documentation):
7.3.1. Podium shall deliver the Hardphone Products to the delivery address specified in the Subscription Documentation, at which time risk of loss will pass to you. Podium will use commercially reasonable efforts to provide you with an estimated delivery date for each Hardphone Product; however, such delivery date is a good-faith estimate only and is not binding on Podium.
7.3.2. Title to each Hardphone Product will transfer to you upon: (a) your payment of all applicable purchase fees in respect of such Hardphone Product and (b) delivery of the Hardphone Product in accordance with this Section 7.3, whichever is later.
7.4. Your use of the Hardphone Products (a) is subject to the terms of the Podium Terms of Service, Acceptable Use Policy, these Voice Service Terms, and any additional terms set forth in the applicable Subscription Documentation; (b) is limited to use in conjunction with the Voice and Hardphone Services and other Podium Services; and (c) is limited to use by competent trained employees authorized by Client to operate or use Hardphone Products, and with adequate security measures in place to safeguard Hardphone Products and data collected by, and held on, Hardphone Products.
7.5. You will not, and neither will you permit any third party to: (a) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Hardphone Product; (b) work around any of the technical limitations implemented in a Hardphone Product or enable functionality that is disabled or prohibited; (c) reverse engineer or attempt to reverse engineer a Hardphone Products except as expressly permitted by applicable Law; (d) perform or attempt to perform any actions that would interfere with the normal operation of a Hardphone Product or impact the use of the Hardphone Products by other users; (e) use the Hardphone Products in any manner not permitted hereunder or for any purpose other than commercial purposes; (f) use the Hardphone Product in any location other than the registered location or move the Hardphone Products to a new location without registering the device to its new location; (g) remove, modify, deface, or replace any of Podium’s or any Voice Service Provider’s proprietary notices or marks which appear on or are affixed to a Hardphone Product; or (h) use the Hardphone Products to violate any applicable Laws, including any laws and regulations related to notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Hardphone Products.
7.6. Except as otherwise expressly stated herein, you are responsible for installing, integrating, and maintaining the Hardphone Products, which includes updating the software as may be required by Podium or its Voice Service Provider(s) from time to time. Podium may make updates to the Hardphone Products available to you. You must install these updates to continue using the Hardphone Products. Podium will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Voice Service Terms unless other terms are provided with the updates.
8. LIMITED HARDPHONE WARRANTY
8.1. Podium provides a one-year limited warranty against defective materials and faulty workmanship in a Hardphone Product. The warranty period starts on the date of your original purchase of the Hardphone Products from Podium and ends one year after that date. If you submit a claim during this warranty period that is within the scope of the limited warranty, follow Podium’s instructions for returning the Hardphone Product, and it appears that any product or part thereof contains a defect in materials or workmanship, Podium will at its option, to the extent permitted by applicable Law, either repair the Hardphone Product, replace the Hardphone Product, or refund to you all or part of the purchase price of the Hardphone Product. This limited warranty applies only to unaltered hardware components of the Hardphone Products that are used in accordance with these Voice Service Terms and not subject to accident, misuse, or neglect. Hardphone Products with the original factory serial number removed, defaced, or altered will not receive the original manufacturer’s warranty coverage.
8.2. This limited warranty is provided by Podium and not the Voice Service Provider. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights. To make a warranty claim, please contact Podium. Podium will provide you with information about how to return your Hardphone Products.
8.3. THE VOICE SERVICES AND HARPHONE PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY STATED IN THESE VOICE TERMS, PODIUM PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE HARDPHONE PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT, AS WELL AS ANY OTHER IMPLIED WARRANTIES, SUCH AS WARRANTIES REGARDING DATA LOSS, AVAILABILITY, ACCURACY, FUNCTIONALITY, AND LACK OF VIRUSES. THIS SECTION 8.3 APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY LIMITATIONS AND DISCLAIMERS THAT MAY BE CONTAINED IN THE PODIUM TERMS OF SERVICE. ANY WARRANTIES, GUARANTEES, OR CONDITIONS THAT CANNOT BE DISCLAIMED AS A MATTER OF LAW, BUT WHICH MAY BE LIMITED IN DURATION, LAST FOR ONE YEAR FROM THE DATE ON WHICH YOU RECEIVE A HARDPHONE PRODUCT. Use of the Hardphone Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Hardware Products to not function correctly. As a consequence, all such use is at your own risk.
9. PHONE NUMBER PORTING.
9.1. If you request Podium to port your phone number to Voice, you must execute a letter of authorization provided to you by Podium, authorizing a Voice Service Provider to initiate the porting process. Podium assumes no responsibility for any lost communication during the porting process.
9.2. Podium, at its sole discretion, reserves the right to refuse to allow you to port away any phone number ported into Podium, unless otherwise prohibited by Law. Podium may, at our sole discretion, allow you to port away phone numbers that you purchase from Podium and will allow you to port away phone numbers that you port to Podium, provided that you (a) have a Podium account in good standing; (b) have either ported in or purchased the phone number more than ninety (90) days prior to the port-away date; (c) provide all requested information including written notice to Podium of your intent to port the phone number(s) away from us before execution of the port-away request; and (d) are in compliance with these Voice Term of Service.
10. EMERGENCY SERVICES.
10.1. Overview of Emergency Services. Because Voice is a VoIP service the emergency calling services available through Voice operate differently from traditional emergency calling services and have certain limitations. If you are not comfortable with these limitations, you must utilize alternate means of accessing emergency services. By using Voice, you represent and warrant that you understand the limitations of emergency services available through Voice and you agree to comply with your obligations as set forth in these Voice Service Terms.
10.2. Emergency Calls using Hardphone(s) & Desktop Softphone. When you use a Hardphone or the Desktop Softphone (see Section 10.3 for information on Mobile Softphones) to make an emergency call, Voice relies on the information, including physical address, associated with your Voice account to route emergency calls to the nearest emergency responder(s). Accordingly, you are required to register a physical location address (“Registered Location”) when you activate your Voice account. If you change your location, you must immediately update your Registered Location, according to the process set forth below. If you have not updated your address to ensure its accuracy or if you are calling from an address other than your Registered Location, emergency services may be delayed. If no address is available, Voice will route the emergency call to a national emergency response center. When making an emergency call, it is also possible that, due to certain technical limitations, the dispatcher may not receive your contact information. You should, therefore, immediately inform the dispatcher of your location (or the location of the emergency) and other contact information. Do not disconnect the emergency call until told to do so by the dispatcher.
10.2.1. Confirming and Updating your Registered Location. USE OF VOICE FROM A LOCATION OTHER THAN YOUR REGISTERED LOCATION MAY CAUSE YOUR EMERGENCY CALL TO BE ROUTED TO THE WRONG PUBLIC SAFETY ANSWERING POINT (PSAP) OR CAUSE EMERGENCY RESPONDERS TO BE DISPATCHED TO THE WRONG ADDRESS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF YOUR REGISTERED LOCATION AND CONTACT INFORMATION BY PROVIDING, MAINTAINING, AND UPDATING SUCH INFORMATION FOR YOUR ACCOUNT. YOU ARE ALSO RESPONSIBLE FOR PERIODICALLY CHECKING THAT YOUR COMMUNICATIONS INFRASTRUCTURE IS PROPERLY CONFIGURED FOR EMERGENCY CALLING. You can verify that your Registered Location is correct via the following methods:
(a) By dialing 933 to be connected to an automated system that will read back the Podium Voice phone number you are calling from, along with the address associated with that number; or
(b) By visiting the “Voice Settings” page of the Podium portal and viewing your contact information on record.
Necessary updates to your information can be made in “Voice Settings.” Any changes you make to your Registered Location will take effect once you have saved them in “Voice Settings.”
10.3. Emergency Calling via Mobile Softphone. If you attempt to make an emergency call using the Mobile Softphone on your own device, the Voice application will close and will route that call to your device’s native dialer. If the device you are using does not have a native dialer (or the device does not have an active wireless cellular service), you will not be able to make the emergency call. Where possible you should make any emergency call directly using the native dialer on your device.
10.4. Additional Voice Limitations.
10.4.1. Emergency calling through Voice will not function if: (a) you experience an internet failure or power outage; (b) your broadband, ISP, or Podium Voice services are terminated or suspended; or (c) your system access equipment fails or is not configured correctly. Network congestion may also delay or prevent completion of any emergency call. You will not be able to complete an emergency call if you move to a physical location outside the country in which your Voice services are provided.
10.4.2. The availability of certain features, such as transmission of a Registered Location, depends on whether local emergency response centers support those features, and other factors outside of Podium’s control. Podium relies on qualified third parties to assist us in routing emergency calls and text messages to emergency response centers. Podium does not have control over emergency response centers, emergency responders, or other third parties.
10.5. Client Notice Obligations. YOUR USE, AND USE BY YOUR EMPLOYEES, AUTHORIZED USERS, GUESTS, AND OTHER THIRD PARTIES, OF PODIUM VOICE IS SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN. You are responsible for notifying any user or potential users of Voice, including but not limited to your Authorized Users, of the limitations of Voice emergency calls. If you receive any label or sticker from Podium relating to emergency services, you must attach that label or sticker where it is visible on any Hardphone you or your End Users may use in connection with Voice services.
10.6. Client Indemnity. Client will indemnify and hold harmless Podium Entities from and against any and all third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (i) Client’s incorrect information; (ii) Client’s failure to properly notify any person who may place calls using Voice of the emergency calling limitations; or (iii) the absence, failure, or outage of emergency calling using Voice for any reason; and (iv) the inability of any user of Voice to be able to access emergency service personnel for any reason.
10.7. Disclaimer. Neither Podium nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold Podium harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services. Podium disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Client to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Podium from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.
Effective August 15th 2022 to January 3rd 2023
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PODIUM VOICE SERVICE TERMS
By using or accessing Podium’s Voice Service (“Voice”), or by signing or clicking accept to any Subscription Documentation that includes Voice or references these terms, you (“you” or “Client”) agree to be bound by the following terms and conditions (the “Voice Service Terms”).
These Voice Service Terms incorporate by this reference the Podium Terms of Service (currently available at: https://legal.podium.com/#termsofservice-us) (the “Podium Terms of Service”) as may be updated from time to time, which, among other terms, contain provisions governing the resolution of claims (see Section 13 (“Disclaimers”), Section 14 (“Limitations of Liability”), Section 15 (“Dispute Resolution”), and Section 16 (“General”) of the Podium Terms of Service). In the event of any conflict or inconsistency between these Voice Service Terms and the Podium Terms of Service, these Voice Service Terms will govern.
Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service. All documents linked in these Voice Service Terms are deemed to those documents as updated from time to time. For the avoidance of doubt, all references to the “Agreement” will include these Voice Service Terms.
1. DEFINITIONS
1.1. “Voice Service Provider(s)” means the third-party service provider(s) used by Podium to facilitate certain features of Voice. Podium may add or remove Voice Service Providers from time to time.
1.2. “Personal Data” means information about an identifiable individual, or information that is capable of being used (alone or in combination with other information) to identify an individual, (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
1.3. “Hardphone Products” or “Hardphones” means the physical device and any hardware and accessories provided or made available by Podium as part of Voice. Any software and/or firmware preinstalled on, or distributed with, the Hardphone Products forms part of the Hardphone Products.
2. SERVICES.
2.1. Podium Voice is a voice over internet protocol phone system integrated with Podium software to support communication with Client’s Customers. Subject to the performance of Client’s duties and obligations under the Agreement (including any additional terms set forth in the applicable Subscription Documentation), Podium will provide Client with access to Voice. Podium Voice includes software, hardware, and other related elements.
2.2. In order to access and fully use Voice, Client must register for and maintain an active account with Podium via Podium’s Website. Client understands and agrees that Voice may be used in the United States only.
2.3. Client understands that Voice is a Beta Release (as defined in the Podium Terms of Service), until such time as Podium removes that designation.
3. CLIENT OBLIGATIONS.
3.1. In addition to Client’s obligations under the Podium Terms of Service, Client agrees that where Client provides or makes available to Podium or the Voice Service Provider, any Client Data (including without limitation, Personal Data about Customers) in connection with Client’s use of Voice, Client grants Podium, and its respective affiliates, the worldwide, non-exclusive, royalty-free, perpetual, fully-paid-up, and irrevocable, right to (i) to collect, use, retain, transfer, and disclose Client Data (including to Podium’s and Voice Service Provider’s third-party service providers) in order to provide the Voice Services to Client and (ii) to enable Voice Service Provider to use Client Data to: (a) provide the Voice Services Provider’s services to Voice Service Provider’s and its affiliates other clients; (b) analyze and improve, and incorporate Client Data into, the Voice Service Provider’s products, systems, and tools.
3.2. Client understands and agrees that Client will, for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing Voice; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Podium the rights herein; and (c) use Voice only in compliance with all Laws, the terms of this Agreement, including Podium's Acceptable Use Policy ("Acceptable Use Policy") (currently available at https://legal.podium.com/#aup-us), and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable Laws or the Acceptable Use Policy, and Podium expressly disclaims any liability for Client’s non-compliance. Podium reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Podium believes, in its sole discretion, that Client has violated these Voice Service Terms.
3.3. Podium may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable Law, provided that to the extent permitted under applicable Law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium will be permitted to retain and use Client Data (to the extent such use is permitted under these Voice Service Terms) after the expiration or termination of your applicable Subscription Documentation. Solely for purposes of the California Consumer Privacy Act of 2018, Cal. Civil Code § 1798.100 et seq. (as may be amended from time to time) (the “CCPA”), (i) Podium is acting as a Service Provider (as defined in the CCPA) for Client as a Business (as defined in the CCPA), (ii) except as set forth herein, Podium is prohibited from selling the Client Data or retaining, using, or disclosing the Client Data for any purpose other than for the specific purpose of performing the Voice Services, (iii) Client hereby instructs Podium that the Business Purpose includes Podium using and retaining the Client Data internally for the benefit of all of Podium’s clients for detecting fraud, optimizing e-commerce solutions, and similar performance enhancing purposes, and (iv) Podium understands and will comply with the restrictions herein.
3.4. Client understands that Podium Voice is an internet based phone service. Accordingly, Client understands and agrees that it is responsible for maintaining sufficient internet access, network connectivity, and power to enable the use of Voice. Client acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject it to a higher level of risk for fraudulent activity.
4. TERMS AND TERMINATION
4.1. The Term of this Agreement commences upon the date you sign up for, or otherwise begin using, Voice and shall remain in effect as set forth in your applicable Subscription Documentation.
5. OWNERSHIP AND RIGHTS.
5.1. These Voice Service Terms do not grant any rights or licenses in Voice, Hardphone Products, Podium Technology, or related software other than as expressly stated in these Voice Service Terms. As between the parties, Podium owns all right, title, and interest, including all intellectual property rights, in and to Voice, Hardphone Products, and software. All rights not expressly granted are reserved.
6. FEES AND PAYMENT.
6.1. Unless otherwise specified on the applicable Subscription Documentation, Voice is provided on an ongoing, per-license subscription basis, including automatically recurring payments for periodic charges, according to the terms and conditions referenced in the Subscription Documentation or Agreement, as applicable. Client agrees to pay to Podium the fees for the Subscription to the Services or any Bundle, including Voice (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Documentation or Agreement (collectively, the “Fees”). Unless otherwise specified in the applicable Subscription Documentation, payment for all Fees is due within thirty (30) days of the invoice date.
6.2. Client will be responsible for all applicable taxes and fees accrued through Client’s use of Voice. These charges may change from time to time and vary depending on federal, state, and local rules. Podium may charge Client for applicable taxes and fees through Client’s invoice.
7. HARDPHONE PRODUCTS.
7.1. The Hardphone Products are manufactured by third parties and are resold by Podium. All Hardphone Products features, specifications, and prices are subject to change at any time. Podium does not warrant that product descriptions are accurate, complete, reliable, current, or error-free, or that the Hardphone Products are available for lease or purchase.
7.2. Podium is not obligated to accept any Subscription Documentation for the purchase of Hardphone Products, and Podium may cancel accepted Subscription Documentation at any time if Podium is unable to fulfill the purchase request for any reason. If Podium cancels your Subscription Documentation for the purchase of Hardphone Products because it is unable to fulfill the purchase request for any reason, Podium will fully refund the purchase fees pre-paid by you for such Hardphone Products.
7.3. The following terms apply to Hardphone Products purchased by Client (as specified in Client’s Subscription Documentation):
7.3.1. Podium shall deliver the Hardphone Products to the delivery address specified in the Subscription Documentation, at which time risk of loss will pass to you. Podium will use commercially reasonable efforts to provide you with an estimated delivery date for each Hardphone Product; however, such delivery date is a good-faith estimate only and is not binding on Podium. Title to each Hardphone Product will transfer to you upon: (a) your payment of all applicable purchase fees in respect of such Hardphone Product and (b) delivery of the Hardphone Product in accordance with this Section 7.3, whichever is later.
7.4. Your use of the Hardphone Products: (a) is subject to the terms of the Podium Terms of Service, Acceptable Use Policy, these Voice Service Terms, and any additional terms set forth in the applicable Subscription Documentation; (b) is limited to use in conjunction with the Voice and Hardphone Services and other Podium Services; and (c) is limited to use by competent trained employees authorized by Client to operate or use Hardphone Products, and with adequate security measures in place to safeguard Hardphone Products and data collected by, and held on, Hardphone Products.
7.5. You will not, and neither will you permit any third party to: (a) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Hardphone Product; (b) work around any of the technical limitations implemented in a Hardphone Product or enable functionality that is disabled or prohibited; (c) reverse engineer or attempt to reverse engineer a Hardphone Products except as expressly permitted by applicable Law; (d) perform or attempt to perform any actions that would interfere with the normal operation of a Hardphone Product or impact the use of the Hardphone Products by other users; (e) use the Hardphone Products in any manner not permitted hereunder or for any purpose other than commercial purposes; (f) use the Hardphone Product in any location other than the registered location or move the Hardphone Products to a new location without registering the device to its new location; (g) remove, modify, deface, or replace any of Podium’s or any Voice Service Provider’s proprietary notices or marks which appear on or are affixed to a Hardphone Product; or (h) use the Hardphone Products to violate any applicable Laws, including any laws and regulations related to notification and consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to the Hardphone Products.
7.6. You are responsible for installing, integrating, and maintaining the Hardphone Products, which includes updating the software as may be required by Podium or its Voice Service Provider(s) from time to time. Podium may make updates to the Hardphone Products available to you. You must install these updates to continue using the Hardphone Products. Podium will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Voice Service Terms unless other terms are provided with the updates.
7.7. Unless otherwise expressly provided in an applicable Subscription Documentation, Client will pay the purchase fee upon placing the order for purchase of the Hardphone Product.
8. LIMITED HARDPHONE WARRANTY AND SUPPORT.
8.1. Podium provides a one-year limited warranty against defective materials and faulty workmanship in a Hardphone Product. The warranty period starts on the date of your original purchase of the Hardphone Products from Podium and ends one year after that date. If you submit a claim during this warranty period that is within the scope of the limited warranty, follow Podium’s instructions for returning the Hardphone Product, and it appears that any product or part thereof contains a defect in materials or workmanship, Podium will at its option, to the extent permitted by applicable Law, either repair the Hardphone Product, replace the Hardphone Product, or refund to you all or part of the purchase price of the Hardphone Product. This limited warranty applies only to unaltered hardware components of the Hardphone Products that are used in accordance with these Voice Service Terms and not subject to accident, misuse, or neglect. Hardphone Products with the original factory serial number removed, defaced, or altered will not receive the original manufacturer’s warranty coverage.
8.2. This limited warranty is provided by Podium and not the Voice Service Provider. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other person. You may have additional rights under applicable Law, and this limited warranty does not affect such rights. To make a warranty claim, please contact Podium. Podium will provide you with information about how to return your Hardphone Products.
8.3. THE VOICE SERVICES AND HARPHONE PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY STATED IN THESE VOICE TERMS, PODIUM PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, AND PODIUM DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS WITH RESPECT TO THE HARDPHONE PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY AND NON-INFRINGEMENT, AS WELL AS ANY OTHER IMPLIED WARRANTIES, SUCH AS WARRANTIES REGARDING DATA LOSS, AVAILABILITY, ACCURACY, FUNCTIONALITY, AND LACK OF VIRUSES. THIS SECTION 8.3 APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ADDITION TO ANY LIMITATIONS AND DISCLAIMERS THAT MAY BE CONTAINED IN THE PODIUM TERMS OF SERVICE. ANY WARRANTIES, GUARANTEES, OR CONDITIONS THAT CANNOT BE DISCLAIMED AS A MATTER OF LAW, BUT WHICH MAY BE LIMITED IN DURATION, LAST FOR ONE YEAR FROM THE DATE ON WHICH YOU RECEIVE A HARDPHONE PRODUCT. Use of the Hardphone Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Hardware Products to not function correctly. As a consequence, all such use is at your own risk.
9. PHONE NUMBER PORTING.
9.1. If you request Podium to port your phone number to Voice, you must execute the letter of authorization provided to you by Podium, authorizing a Voice Service Provider to initiate the porting process. Podium assumes no responsibility for any lost communication during the porting process.
9.2. Podium, at its sole discretion, reserves the right to refuse to allow you to port away any phone number ported into Podium, unless otherwise prohibited by Law. Podium may, at our sole discretion, allow you to port away phone numbers that you purchase from Podium and will allow you to port away phone numbers that you port to Podium, provided that you (a) have a Podium account in good standing; (b) have either ported in or purchased the phone number more than ninety (90) days prior to the port-away date; (c) provide all requested information including written notice to Podium of your intent to port the phone number(s) away from us before execution of the port-away request; and (d) are in compliance with these Voice Terms of Service.
10. SECURITY.
10.1. Client is solely responsible for all use(s) related to your use of Voice. Client is responsible for complying and ensuring its Authorized Users comply, with all Laws applicable to Client’s use of Voice. Client is solely responsible and accepts full liability for all use of its Voice Service, with or without Client’s permission. Client will be solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client must notify Podium within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions. In the event that Podium discovers or has reason to believe the occurrence of unauthorized or prohibited usage of Voice, Podium reserves the right to take actions it deems reasonably necessary, without prior notice.
11. EMERGENCY SERVICES
11.1. Voice provides Client with phone services over internet connection. Accordingly, there are important limitations to Voice. Voice access may differ depending on your location, internet connection, or the device you are using.
11.1.1. Voice has the ability to deliver your address, name, and phone number through a Voice Service Provider to the Public Safety Answering Point (“PSAP”). For technical reasons, the dispatcher may not receive your contact information. Therefore, you should immediately inform the dispatcher of your location (or the location of the emergency) and other contact information. You must not disconnect the emergency call until told to do so by the dispatcher. If you are inadvertently disconnected, you must call back immediately.
11.1.2. USE OF VOICE FROM A LOCATION OTHER THAN YOUR REGISTERED LOCATION MAY CAUSE YOUR EMERGENCY CALL TO BE ROUTED TO THE WRONG PSAP OR CAUSE EMERGENCY RESPONSE PERSONNEL TO BE DISPATCHED TO THE WRONG ADDRESS. YOU ARE RESPONSIBLE FOR CONTACT INFORMATION ACCURACY BY PROVIDING, MAINTAINING, AND UPDATING CORRECT CONTACT INFORMATION FOR YOUR ACCOUNT. CLIENT MAINTAINS THE RESPONSIBILITY TO PERIODICALLY CHECK THAT COMMUNICATIONS INFRASTRUCTURE IS PROPERLY CONFIGURED FOR EMERGENCY CALLING. There are two methods by which you can verify your contact information as correct:
11.1.2.1. By dialing 933. You will then be connected to an automated system that will read back the Podium Voice phone number that you are calling from, along with the address associated with that number.
11.1.2.2. By visiting the “Location Setup” page of the Podium portal and viewing your contact information on record.
11.1.3. Voice emergency calling will not function (i) in the event of an internet or power outage; (ii) if your broadband, ISP, or Podium Voice is terminated or suspended; or (iii) if your system access equipment fails or is not configured correctly. It is possible that network congestion may delay or prevent completion of any emergency call. You will not be able to complete an emergency call if you move to a physical location outside the country in which your Voice line is provided.
11.1.4. If you are not comfortable with the limitations of Voice emergency calls, you should utilize alternate means for accessing emergency services.
11.1.5. YOUR USE, AND USE BY YOUR EMPLOYEES, GUESTS, AND OTHER THIRD PARTIES AND AUTHORIZED USERS, OF PODIUM VOICE ARE SUBJECT TO THE LIMITATIONS DESCRIBED HEREIN. You are responsible for notifying any user or potential users of Voice, including but not limited to your Authorized Users, of the limitations of Voice emergency calls. The availability of certain features, such as transmission of a registered address or your Podium Voice number, depends on whether local emergency response centers support those features, and other factors outside of Podium’s control. Podium relies on qualified third parties to assist us in routing emergency calls and text messages to emergency response centers. Podium does not have control over emergency response centers, emergency responders, or other third parties. Podium disclaims all responsibility for the conduct of emergency response centers, third parties engaged by Client to facilitate address updates, and all other third parties involved in the provision of emergency response services.
11.1.6. Client will indemnify and hold harmless Podium Entities, as well as any third-party provider(s), from and against any and all third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (i) Client’s incorrect information; (ii) Client’s failure to properly notify any person who may place calls using Voice of the emergency calling limitations; or (iii) the absence, failure, or outage of emergency service calling using Voice for any reason; and (iv) the inability of any user of Voice to be able to access emergency service personnel for any reason.
11.1.7. Neither Podium nor its representatives will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold Podium harmless against any and all such claims) arising from or relating to the inability to use the services to contact emergency services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless Podium from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.