Terms of ServiceDated: May 2021
Welcome to Medspoke
Thank you for using the Medspoke platform and the products, services and features we make available to you as part
of the platform (collectively, the “Service”).
Our Service allows you to discover, listen to, and share tiny audio posts or TALKS. Please use the Service to
create original content to connect with, inform, and inspire other people, companies, and brands.
Your Service Provider
The entity providing the Service is Watzan, LLC, a company operating under the laws of Nevada, located at 99 Wall
Street, New York, NY 10005. You can call us “Medspoke”, “we”, “us”,
or “our”. References to Medspoke’s “Affiliates” in these terms means the other
products or services offered by Watzan, LLC (now or in the future).
Your use of the Service is subject to these terms, the Medspoke Community Guidelines
and the Policy, Safety and Copyright Policies which may be updated from time to time (together, this "Agreement"). Your Agreement with us will also include the Advertising on Medspoke Policies if you provide advertising or sponsorships to the Service or incorporate paid promotions in your content. Any other links or references provided in these terms are for informational use only and are not part of the Agreement.
Please read this Agreement carefully and make sure you understand it. If you do not understand the Agreement, or do not accept any part of it, then you may not use the Service.
Who may use the Service?Age Requirements
You must be at least 13 years old to use the Service; however, children of all ages may use the Service if enabled by a parent or legal guardian.Permission by Parent or Guardian
If you are under 18, you represent that you have your parent or guardian’s permission to use the Service. Please have them read this Agreement with you.
If you are a parent or legal guardian of a user under the age of 18, by allowing your child to use the Service, you are subject to the terms of this Agreement and responsible for your child’s activity on the Service.Businesses
If you are using the Service on behalf of a company or organization, you represent that you have authority to act on behalf of that entity, and that such entity accepts this Agreement.
Your Use of the ServiceContent on the Service
The content on the Service focuses on audio (for example your voice samples, and other sounds ) and may include pictures, graphics, photos, titles, links, branding (including trade names, trademarks, service marks, or logos), software, metrics, and other materials provided by you, Medspoke, or a third party. We refer to all of this as “Content.”Content is the responsibility of the person or entity that provides it to the Service. Medspoke is under no obligation to host or serve Content. If you see any Content you believe does not comply with this Agreement, including by violating the Community Guidelines
or the law, you can report it to us.Watzan Accounts, Medspoke Accounts, and Medspoke Channels
You can use parts of the Service, such as browsing and searching for Content, without having an Medspoke account. However, you do need an Medspoke account to use some features. With an Medspoke account, you may be able to like TALKs, subscribe to channels, follow other users, create your own Medspoke channel, and more. Creating an Medspoke channel will give you access to additional features and functions, such as uploading TALKs. You can follow these instructions to create an Medspoke account or an Medspoke channel.Your Information
explains how we treat your personal data and protect your privacy when you use the Service.Permissions and Restrictions
You may access and use the Service as made available to you, as long as you comply with this Agreement and applicable law. You may consume Content for your personal, non-commercial use.
The following restrictions apply to your use of the Service. You are not allowed to:
- access, reproduce, download, distribute, transmit, broadcast, display, sell, license, alter, modify or otherwise use any part of the Service or any Content except: (a) as expressly authorized by the Service; or (b) with prior written permission from Medspoke and, if applicable, the respective rights holders;
- circumvent, disable, fraudulently engage with, or otherwise interfere with any part of the Service (or attempt to do any of these things), including security-related features or features that (a) prevent or restrict the copying or other use of Content or (b) limit the use of the Service or Content;
- use the Service to distribute unsolicited promotional or commercial content or other unwanted or mass solicitations;
- cause or encourage any inaccurate measurements of genuine user engagement with the Service, including by paying people or providing them with incentives to increase a TALK’s views, likes, or to increase a channel’s subscribers, or otherwise manipulate metrics in any manner;
- misuse any reporting, flagging, complaint, dispute, or appeals process, including by making groundless, vexatious, or frivolous submissions;
- use the Service to view or listen to Content other than for personal, non-commercial use (for example, you may not publicly screen TALKS or stream music from the Service); or
- use the Service to (a) sell any advertising, sponsorships, or promotions placed on, around, or within the Service or Content, other than those allowed in the Advertising on Medspoke policies (such as compliant product placements); or (b) sell advertising, sponsorships, or promotions on any page of any website or application that only contains Content from the Service or where Content from the Service is the primary basis for such sales (for example, selling ads on a webpage where Medspoke TALKs are the main draw for users visiting the webpage).
Using the Service does not give you ownership of or rights to any aspect of the Service, including user names or any other Content posted by others or Medspoke.Changes to the Service
We continuously change and improve our Service. We may also need to alter or discontinue the Service, or any part of it, in order to make performance or security improvements, change functionality and features, make changes to comply with law, or prevent illegal activities on or abuse of our systems. These changes may affect all users, some users or even an individual user. Whenever reasonably possible, we will provide notice when we discontinue or make material changes to our Service that will have an adverse impact on the use of our Service. However, you understand and agree that there will be times when we make such changes without notice, such as where we feel we need to take action to improve the security and operability of our Service, prevent abuse, or comply with legal requirements.
Your ContentUploading Content
If you have an Medspoke channel, you may be able to upload Content to the Service. You may use your Content to promote your business or artistic enterprise. If you choose to upload Content, you must not submit to the Service any Content that does not comply with this Agreement (including the Medspoke Community Guidelines
) or the law. For example, the Content you submit must not include third-party intellectual property (such as copyrighted material) unless you have permission from that party or are otherwise legally entitled to do so. You are legally responsible for the Content you submit to the Service. We may use automated systems that analyze your Content to help detect infringement and abuse, such as spam, malware, and illegal content.Rights you Grant
You retain ownership rights in your Content. However, we do require you to grant certain rights to Medspoke and other users of the Service, as described below.License to Medspoke
By providing Content to the Service, you grant to Medspoke a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use that Content (including to reproduce, distribute, prepare derivative works, display and perform it) in connection with the Service and Medspoke (and its successors' and Affiliates') business, including for the purpose of promoting and redistributing part or all of the Service.License to Other Users
You also grant each other user of the Service a worldwide, non-exclusive, royalty-free license to access your Content through the Service, and to use that Content, including to reproduce, distribute, prepare derivative works, display, and perform it, only as enabled by a feature of the Service (such as media playback or embeds). For clarity, this license does not grant any rights or permissions for a user to make use of your Content independent of the Service.Duration of License
The licenses granted by you continue for a commercially reasonable period of time after you remove or delete your Content from the Service. You understand and agree, however, that Medspoke may retain, but not present, play, distribute, or perform, server copies of your TALKs that have been removed or deleted.Removing Your Content
You may remove your Content from the Service at any time. You also have the option to make a copy of your Content before removing it. You must remove your Content if you no longer have the rights required by these terms.Removal of Content By Medspoke
If we reasonably believe that any Content is in breach of this Agreement or may cause harm to Medspoke, our users, or third parties, we may remove or take down that Content in our discretion. We will notify you with the reason for our action unless we reasonably believe that to do so: (a) would breach the law or the direction of a legal enforcement authority or would otherwise risk legal liability for Medspoke or our Affiliates; (b) would compromise an investigation or the integrity or operation of the Service; or (c) would cause harm to any user, other third party, Medspoke or our Affiliates.Copyright Protection
We provide information to help copyright holders manage their intellectual property online in our Medspoke Copyright Center
. If you believe your copyright has been infringed on the Service, please send us a notice.
We respond to notices of alleged copyright infringement according to the process in our Medspoke Copyright Center
, where you can also find information about how to resolve a copyright strike. Medspoke policies provide for the termination, in appropriate circumstances, of repeat infringers’ access to the Service.
Safety and Respect
We try hard to keep our Service safe for all users. To do that, you may not use the Service or enable anyone else to use the Service in a manner that:
- violates or infringes someone else’s rights of publicity, privacy, copyright, trademark, or other intellectual property right.
- bullies, harasses, or intimidates.
- spams or solicits our users.
You are responsible for any activity that occurs in your Medspoke account. So it’s important that you keep your account secure. One way to do that is to select a strong password that you don’t use for any other account. By using the Service, you agree that, in addition to exercising common sense:
- You will not create more than one account for yourself.
- You will not create another account if we have already disabled your account, unless you have our written permission to do so.
- You will not buy, sell, rent, or lease access to your Medspoke account, TALKS, or an Medspoke username without our written permission.
- You will not share your password.
- You will not log in or attempt to access the Services through unauthorized third-party applications or clients.
Account Suspension & TerminationTerminations by You You
may stop using the Service at any time. Follow these instructions to delete your Medspoke account, which involves closing your Medspoke channel and removing your data.Terminations and Suspensions by Medspoke for Cause
Medspoke may suspend or terminate your access or your account’s access to all or part of the Service if (a) you materially or repeatedly breach this Agreement; (b) we are required to do so to comply with a legal requirement or a court order; or (c) we believe there has been conduct that creates (or could create) liability or harm to any user, other third party, Medspoke or our Affiliates.Terminations by Medspoke for Service Changes
Medspoke may terminate your access to all or part of the Service if we believe, in our sole discretion, that provision of the Service to you is no longer commercially viable.Notice for Termination or Suspension
We will notify you with the reason for termination or suspension by Medspoke unless we reasonably believe that to do so: (a) would violate the law or the direction of a legal enforcement authority, or would otherwise risk legal liability for Medspoke or our Affiliates; (b) would compromise an investigation or the integrity or operation of the Service; or (c) would cause harm to any user, other third party, Medspoke or our Affiliates. Where Medspoke is terminating your access for Service changes, where reasonably possible, you will be provided with sufficient time to export your Content from the Service.
About Software in the Service
Downloadable Software When the Service requires or includes downloadable software, you give permission for that software to update automatically on your device once a new version or feature is available, subject to your device settings. Unless that software is governed by additional terms which provide a license, Medspoke gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Medspoke as part of the Service. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Service as provided by Medspoke, in the manner permitted by this Agreement. You are not allowed to copy, modify, distribute, sell, or lease any part of the software, or to reverse-engineer or attempt to extract the source code of that software, unless laws prohibit these restrictions or you have Medspoke written permission.
Open Source Some software used in our Service may be offered under an open source license that we make available to you. There may be provisions in an open source license that expressly override some of these terms, so please be sure to read those licenses.
Other Legal Terms
Warranty Disclaimer OTHER THAN AS EXPRESSLY STATED IN THIS AGREEMENT OR AS REQUIRED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND Medspoke DOES NOT MAKE ANY SPECIFIC COMMITMENTS OR WARRANTIES ABOUT THE SERVICE. FOR EXAMPLE, WE DON’T MAKE ANY WARRANTIES ABOUT: (A) THE CONTENT PROVIDED THROUGH THE SERVICE; (B) THE SPECIFIC FEATURES OF THE SERVICE, OR ITS ACCURACY, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS; OR (C) THAT ANY CONTENT YOU SUBMIT WILL BE ACCESSIBLE ON THE SERVICE.
Limitation of Liability EXCEPT AS REQUIRED BY APPLICABLE LAW, Medspoke, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS WILL NOT BE RESPONSIBLE FOR ANY LOSS OF PROFITS, REVENUES, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS; LOSS OR CORRUPTION OF DATA; INDIRECT OR CONSEQUENTIAL LOSS; PUNITIVE DAMAGES CAUSED BY:
ERRORS, MISTAKES, OR INACCURACIES ON THE SERVICE; PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR USE OF THE SERVICE; ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICE; ANY INTERRUPTION OR CESSATION OF THE SERVICE; ANY VIRUSES OR MALICIOUS CODE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; ANY CONTENT WHETHER SUBMITTED BY A USER OR Medspoke, INCLUDING YOUR USE OF CONTENT; AND/OR THE REMOVAL OR UNAVAILABILITY OF ANY CONTENT.
THIS PROVISION APPLIES TO ANY CLAIM, REGARDLESS OF WHETHER THE CLAIM ASSERTED IS BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.
Medspoke AND ITS AFFILIATES’ TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATING TO THE SERVICE IS LIMITED TO THE GREATER OF: (A) THE AMOUNT OF REVENUE THAT Medspoke HAS PAID TO YOU FROM YOUR USE OF THE SERVICE IN THE 12 MONTHS BEFORE THE DATE OF YOUR NOTICE, IN WRITING TO Medspoke, OF THE CLAIM AND (B) USD $500.
Indemnity To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Medspoke, its Affiliates, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service; (ii) your violation of any term of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Content caused damage to a third party. This defense and indemnification obligation will survive this Agreement and your use of the Service.
About this Agreement
Modifying this Agreement We may modify this Agreement, for example, to reflect changes to our Service or for legal, regulatory, or security reasons. Medspoke will provide reasonable advance notice of any material modifications to this Agreement and the opportunity to review them, except that modifications addressing newly available features of the Service or modifications made for legal reasons may be effective immediately, without notice. Modifications to this Agreement will only apply going forward. If you do not agree to the modified terms, you should remove any Content you have uploaded and discontinue your use of the Service.
Continuation of this Agreement If your use of the Service ends, the following terms of this Agreement will continue to apply to you: “Other Legal Terms”, “About This Agreement”, and the licenses granted by you will continue as described under “Duration of License”.
Severance If it turns out that a particular term of this Agreement is not enforceable for any reason, this will not affect any other terms.
No Waiver If you fail to comply with this Agreement and we do not take immediate action, this does not mean that we are giving up any rights that we may have (such as the right to take action in the future).
Interpretation In these terms, “include” or “including” means “including but not limited to,” and any examples we give are for illustrative purposes.
Governing Law All claims arising out of or relating to these terms or the Service will be governed by California law, except California’s conflict of laws rules, and will be litigated exclusively in the federal or state courts of Santa Clara County, California, USA. You and Medspoke consent to personal jurisdiction in those courts.