Legal

Terms of Service

Effective date: April 7, 2026

Last updated: April 7, 2026

These Terms of Service ("Terms") form a binding agreement between you ("you," "your," or "Customer") and AI Podcast, Inc., a Delaware corporation with its principal place of business at Phoenix, Arizona, USA ("aipodcast," "we," "us," or "our"). They govern your access to and use of the aipodcast.io website (the "Site"), our datasets, APIs, downloads, sample materials, documentation, and any related services we provide (collectively, the "Services").

By accessing the Site, requesting a sample, downloading any dataset, or signing an order form with us, you agree to these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" and "Customer" refer to that entity.

These Terms contain a binding arbitration clause and a class-action waiver in Section 20. Please read them carefully.

1. Definitions

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

"Authorized User" means an employee, contractor, or agent of Customer who is authorized by Customer to access the Services.

"Confidential Information" means non-public information disclosed by one party to the other that is marked or reasonably understood to be confidential, including but not limited to dataset contents, pricing, technical specifications, business plans, and customer lists.

"Content" means any audio recordings, transcripts, metadata, manifests, provenance certificates, sample files, documentation, and other materials made available by aipodcast through the Services.

"Dataset" means a delivered collection of Content licensed to Customer under an Order.

"Documentation" means our user-facing documentation, including data sheets, schema specifications, and API references, as updated from time to time.

"Order" or "Order Form" means a written agreement, statement of work, or online order signed or executed by both parties that references these Terms and specifies the Dataset, license type, fees, term, and any negotiated terms.

"Permitted Purpose" has the meaning set forth in Section 4.

"Personal Data" has the meaning given in the GDPR, the CPRA, and any other applicable data protection law.

"Speaker" means any individual whose voice is recorded in Content.

2. The Services

aipodcast licenses studio-grade conversational audio, transcripts, and associated metadata to organizations building speech and voice artificial intelligence systems. We provide the Services through:

Sample materials made available through the Site or upon request, subject to a sample license set out in Section 5.
Catalog Datasets licensed under standard pre-built terms and delivered from our existing inventory.
Custom Collections commissioned by Customer to a specification agreed in an Order.
Exclusive Licenses granted to a single Customer under negotiated terms.
Documentation, APIs, and ancillary tooling to support delivery and verification of Datasets.

The specific Datasets licensed to you, the license type (catalog, custom, exclusive), the fees, the delivery terms, and any negotiated provisions are set forth in the Order. In the event of a conflict between an Order and these Terms, the Order controls.

3. Eligibility and Account

You must be at least 18 years old and legally capable of forming a binding contract to use the Services. The Services are intended for use by businesses and other organizations, not consumers. By using the Services you represent and warrant that:

(a) the information you provide is true, accurate, current, and complete;

(b) you will not access or use the Services on behalf of any third party who is the subject of trade sanctions administered by the U.S. Treasury Office of Foreign Assets Control (OFAC), the European Union, or the United Nations;

(c) you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. trade sanctions; and

(d) you are not on any U.S. or foreign government list of persons or entities subject to export controls.

If we provide you with login credentials or API keys, you are responsible for maintaining the confidentiality of those credentials and for all activity that occurs under your account. You must notify us immediately at security@aipodcast.io of any unauthorized use of your account.

4. License Grant

4.1 Grant

Subject to your full and continuing compliance with these Terms, the applicable Order, and timely payment of all fees, aipodcast grants you a limited, non-exclusive (or exclusive, if so specified in the Order), non-transferable, non-sublicensable, revocable, worldwide license during the Order term to access and use the Datasets identified in your Order solely for the Permitted Purpose.

4.2 Permitted Purpose

The "Permitted Purpose" means: training, fine-tuning, evaluating, benchmarking, validating, and improving Customer's own machine-learning models, including for commercial deployment of those models, except to the extent expressly excluded in your Order. Permitted Purpose includes:

(a) ingesting Content into machine-learning training pipelines;

(b) producing model weights, embeddings, and derivative model artifacts using the Content;

(d) sharing Content internally with Authorized Users on a need-to-know basis;

(e) creating internal backup copies as necessary for the integrity of Customer's training pipeline; and

(f) retaining model weights and artifacts trained on the Content after termination, subject to Section 14.

4.3 Restrictions

You will not, and will not permit any third party or Authorized User to:

(a) use the Content for any purpose other than the Permitted Purpose;

(b) sell, sublicense, lease, rent, redistribute, publish, transfer, share, or otherwise make the Content available to any third party, including in raw or substantially-similar form;

(c) train any model or product whose primary purpose is to clone, impersonate, or synthesize the voice or likeness of any identifiable Speaker, unless specifically permitted by an Order that includes additional voice-cloning consent and elevated fees;

(d) use the Content to create deepfakes, non-consensual intimate imagery, defamatory content, or content that violates the rights of any Speaker;

(e) attempt to re-identify any Speaker from metadata that has been pseudonymized;

(f) remove, alter, or obscure any provenance manifest, watermark, copyright notice, or attribution accompanying the Content;

(g) reverse engineer, decompile, disassemble, or attempt to derive source materials from any technology we provide;

(h) use the Content in any manner that violates applicable law, including export control, sanctions, child safety, or data protection laws;

(i) use the Content to train models intended for unlawful surveillance, social scoring of individuals, or other uses prohibited by Article 5 of the EU AI Act;

(j) circumvent or attempt to circumvent any technical, contractual, or licensing limitation on the Services;

(k) use the Services in a manner that interferes with or disrupts the Services or our infrastructure; or

(l) benchmark the Services against, or use the Services to develop, a competing dataset, audio licensing platform, or speech-data marketplace.

4.4 Open-source models

If an Order does not expressly permit it, you may not release any Content, derivative dataset, or model weights trained primarily on the Content under an open-source or otherwise publicly redistributable license. Open-source licenses are available by negotiation and require a separate Order.

4.5 Voice cloning and voice agents

Use of Content to train models that produce a synthetic voice substantially similar to an identifiable Speaker requires (i) an Order expressly permitting voice cloning, (ii) Customer's compliance with applicable right-of-publicity and biometric privacy laws, and (iii) specific written consent from the Speaker, which aipodcast will obtain on Customer's behalf as part of the elevated voice-cloning license.

5. Sample Materials

We may make sample audio, transcripts, and metadata available through the Site or upon request. Sample materials are licensed to you under a separate, more limited license: non-exclusive, non-transferable, internal-evaluation-only, for the sole purpose of evaluating whether to enter into a paid Order for a Dataset. You may not use sample materials to train any model that is deployed in production, used in a commercial product, or made publicly available. Sample licenses terminate automatically 30 days after delivery unless extended in writing.

6. Orders, Fees, and Payment

6.1 Orders

Each Dataset is licensed under an Order that specifies the Dataset, license type, fees, term, payment schedule, and any negotiated provisions. An Order is binding when signed by both parties or when Customer issues an accepted purchase order referencing the Order.

6.2 Fees

Customer will pay all fees set forth in the Order. Unless otherwise stated in the Order, all fees are denominated in U.S. dollars and are non-refundable except as expressly provided in these Terms.

6.3 Invoicing and payment terms

We will invoice Customer in accordance with the Order. Unless otherwise stated, invoices are due net 30 from the date of invoice. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend delivery of further Datasets if any undisputed invoice is more than 30 days past due, after providing 10 days' written notice.

6.4 Taxes

All fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, withholding, and other taxes related to the Services, except for taxes based on aipodcast's net income.

6.5 No refunds for Speaker revocation

If a Speaker exercises a right of revocation under Section 8 after Customer has paid for and received a Dataset, Customer is not entitled to a refund or fee adjustment, but the affected Content will be removed from any future deliveries and from the catalog as described in Section 8.

7. Delivery, Acceptance, and Provenance

7.1 Delivery

We will deliver each Dataset to Customer's designated cloud storage location (or to ours, if Customer prefers a hosted delivery) in accordance with the Order. Delivery is deemed complete when we provide Customer with access to the Dataset and a signed manifest.

7.2 Acceptance

Customer has 15 business days from delivery to inspect the Dataset and notify us in writing of any material non-conformance with the specification in the Order. If Customer does not provide written notice of non-conformance within that period, the Dataset is deemed accepted. If Customer provides timely notice of non-conformance, we will, at our option, repair, replace, or re-deliver the non-conforming portion of the Dataset within a commercially reasonable time.

7.3 Provenance manifest

Each Dataset is delivered with a provenance manifest that identifies, for each file, a unique consent record ID linking back to a signed Speaker release in our consent vault. Customer agrees to retain the manifest for the duration of the Order term plus seven (7) years and to make it available to aipodcast upon reasonable request for compliance verification.

7.4 Updates and corrections

We may, from time to time, issue updates, corrections, or revocations to a delivered Dataset, including in response to Speaker revocations under Section 8. We will notify Customer of any update through the contact email designated in the Order.

8. Speaker Consent and Right of Revocation

8.1 Our consent model

Every Speaker featured in our Content has signed a written release granting aipodcast the right to license the Content for AI training, including for commercial generative use. We retain the original release in our consent vault and make it available for Customer's legal review on request, subject to applicable privacy laws and the redaction of personal identifiers.

8.2 Right of revocation

Speakers retain a contractual right to revoke their consent at any time. Upon revocation:

(a) we will remove the affected Content from the catalog and from any future deliveries within fifteen (15) business days;

(b) we will notify any Customer who has previously received the affected Content;

(c) Customer is not required to retroactively remove the affected Content from already-trained model weights, derivative artifacts, or evaluation logs;

(d) Customer must cease using any raw, unmodified copy of the affected Content for any new training run after receiving the revocation notice; and

(e) Customer's existing trained models and downstream products may continue to be used and distributed, including commercially.

8.3 Customer cooperation

Customer agrees to maintain a contact at security@aipodcast.io or at the email designated in the Order to receive revocation notices. Customer agrees to acknowledge revocation notices within five (5) business days.

9. Confidentiality

Each party (the "Receiving Party") agrees: (a) to use the other party's Confidential Information only for purposes of performing under these Terms and any Order; (b) to protect such Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar sensitivity, but in no event less than a reasonable degree of care; and (c) not to disclose Confidential Information to any third party except to its employees, contractors, advisors, and Affiliates who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section.

The obligations in this Section do not apply to information that the Receiving Party can demonstrate: (i) was rightfully known to it without restriction prior to disclosure; (ii) was rightfully obtained from a third party not subject to a confidentiality obligation; (iii) is or becomes generally available to the public other than through the Receiving Party's breach; or (iv) was independently developed by the Receiving Party without use of the disclosing party's Confidential Information.

The Receiving Party may disclose Confidential Information if required by law, subpoena, or court order, provided that, to the extent legally permitted, it gives the disclosing party prompt written notice and reasonable cooperation to seek a protective order.

10. Intellectual Property

10.1 Ownership

As between the parties, aipodcast (or its licensors, including the Speakers) owns all right, title, and interest in and to the Content, the Site, the Services, the Documentation, and all related intellectual property rights. Except for the limited license expressly granted in Section 4, no rights are granted to Customer by implication, estoppel, or otherwise.

10.2 Customer ownership of derivative models

Notwithstanding Section 10.1, as between the parties Customer owns all model weights, embeddings, fine-tuned models, and other derivative artifacts that Customer creates from the Content using its own training pipelines, and Customer's use of those derivative artifacts is not subject to any post-termination restriction except the restrictions in Sections 4.3 and 8.2(d).

10.3 Feedback

If Customer provides any suggestions, feedback, or comments regarding the Services ("Feedback"), aipodcast may use such Feedback without restriction or compensation to Customer.

10.4 Marketing rights

With Customer's prior written consent, which may be withheld in Customer's sole discretion, aipodcast may use Customer's name and logo on the Site and in customer lists. Absent such consent, neither party may use the other party's name, logo, or trademarks without prior written approval.

11. Customer Responsibilities

Customer is responsible for:

(a) all use of the Services by Customer and its Authorized Users;

(b) maintaining the security of any credentials provided by aipodcast;

(c) ensuring its use of the Content complies with all applicable laws, including data protection, biometric privacy, right-of-publicity, AI-specific regulation (including the EU AI Act), and export control laws in the jurisdictions in which Customer operates;

(d) implementing reasonable technical and organizational measures to protect the Content from unauthorized access, use, or disclosure;

(e) honoring revocation notices delivered under Section 8; and

(f) ensuring that any model trained on the Content is used in compliance with applicable law and is not deployed in a high-risk use case prohibited by these Terms or the EU AI Act without an appropriate compliance review.

12. Representations and Warranties

12.1 Mutual

Each party represents and warrants that: (a) it is duly organized and validly existing under the laws of the jurisdiction of its formation; (b) it has full power and authority to enter into and perform its obligations under these Terms; and (c) its performance under these Terms will not violate any applicable law or any agreement to which it is a party.

12.2 By aipodcast

aipodcast represents and warrants that, with respect to each Dataset delivered under an Order:

(a) it has obtained from each Speaker a written release granting the rights necessary to license the Content for the Permitted Purpose;

(b) the Content does not, to aipodcast's knowledge, infringe the intellectual property rights of any third party;

(c) the Content does not, to aipodcast's knowledge, contain any material that violates the right of publicity or privacy of any Speaker;

(d) the Content was not obtained through scraping of any third-party website or service in violation of that service's terms of use;

(e) the Services will be performed in a professional and workmanlike manner consistent with industry standards; and

(f) it maintains commercially reasonable administrative, technical, and physical safeguards to protect the Content, the consent vault, and Customer's Confidential Information.

12.3 By Customer

Customer represents and warrants that: (a) it will use the Content only for the Permitted Purpose and in accordance with Section 4.3; (b) any model it trains on the Content will be used in compliance with applicable law; and (c) it will not knowingly use the Content to harm any Speaker or any third party.

12.4 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 12, THE SERVICES AND CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, AIPODCAST DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. AIPODCAST DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY MODEL TRAINED ON THE CONTENT WILL ACHIEVE ANY PARTICULAR PERFORMANCE LEVEL.

13. Indemnification

13.1 By aipodcast

aipodcast will defend Customer and its officers, directors, employees, and Affiliates (the "Customer Indemnitees") against any third-party claim, suit, or proceeding (a "Claim") alleging that (i) the Content, as delivered by aipodcast and used by Customer in accordance with these Terms, infringes that third party's intellectual property rights, or (ii) aipodcast failed to obtain a valid Speaker release as represented in Section 12.2(a). aipodcast will pay any damages finally awarded by a court of competent jurisdiction or any settlement agreed to by aipodcast in writing, provided that Customer (a) promptly notifies aipodcast in writing of the Claim, (b) gives aipodcast sole control over the defense and settlement (provided no settlement imposes any non-monetary obligation on Customer without Customer's prior written consent), and (c) provides reasonable cooperation at aipodcast's expense.

13.2 Mitigation

If a Claim is made or, in aipodcast's reasonable judgment, is likely to be made, aipodcast may, at its option and expense: (i) procure for Customer the right to continue using the affected Content; (ii) modify or replace the affected Content with non-infringing material of equivalent functionality; or (iii) terminate the relevant Order and refund a pro-rata portion of any prepaid fees.

13.3 Exclusions

aipodcast has no obligation under Section 13.1 for any Claim arising from: (a) Customer's use of the Content in violation of these Terms; (b) Customer's modification of the Content; (c) Customer's combination of the Content with materials not provided by aipodcast, where the Claim would not have arisen but for such combination; or (d) Customer's continued use of Content after receiving a revocation notice under Section 8.

13.4 By Customer

Customer will defend aipodcast and its officers, directors, employees, and Affiliates against any Claim arising from (i) Customer's use of the Content in violation of these Terms or applicable law, (ii) any model trained on the Content that is deployed in a manner that violates applicable law or causes harm to a third party, or (iii) Customer's breach of Section 4.3, and will pay any damages finally awarded or settled, subject to the same procedural requirements set forth in Section 13.1.

13.5 Sole remedy

This Section 13 states each party's sole and exclusive remedy and the other party's entire liability for any claim of intellectual property infringement.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST OR CORRUPTED DATA, OR THE COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) EXCEPT FOR (i) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13, (ii) CUSTOMER'S BREACH OF SECTION 4 (LICENSE GRANT), (iii) EITHER PARTY'S BREACH OF SECTION 9 (CONFIDENTIALITY), OR (iv) AMOUNTS OWED UNDER ANY ORDER, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (x) THE FEES PAID OR PAYABLE BY CUSTOMER TO AIPODCAST UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (y) USD $50,000.

(c) THE LIMITATIONS IN THIS SECTION 14 APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15. Term and Termination

15.1 Term

These Terms apply from the date you first access the Services and continue until terminated. Each Order has its own term as specified in the Order.

15.2 Termination for cause

Either party may terminate these Terms or any Order immediately upon written notice if the other party (a) materially breaches these Terms or the Order and fails to cure the breach within thirty (30) days after written notice, or (b) becomes the subject of a petition in bankruptcy or other insolvency proceeding that is not dismissed within sixty (60) days.

15.3 Effect of termination

Upon termination of an Order: (a) Customer's license to access and download new Content under that Order ends; (b) Customer's existing model weights, embeddings, and derivative artifacts trained on the Content prior to termination may continue to be used and deployed in accordance with Section 4.2; (c) Customer must cease all new training and evaluation runs using the raw Content; and (d) within thirty (30) days, Customer must, at aipodcast's option, return or destroy all raw Content and provide written certification of such destruction by an officer of Customer.

15.4 Survival

Sections 1, 4.3, 5 (last sentence), 6 (with respect to amounts already accrued), 9, 10, 12.4, 13, 14, 15.3, 15.4, 16, 17, 19, 20, and 21 survive termination.

16. Data Protection and Security

16.1 Personal data in Content

Speakers' voices may constitute Personal Data under applicable law. aipodcast processes Personal Data in its capacity as a controller in accordance with its Privacy Policy and the consent received from Speakers. aipodcast and Customer will execute a Data Processing Addendum ("DPA") substantially in the form available at aipodcast.io/dpa where required by applicable law.

16.2 Security

aipodcast maintains an information security program that includes administrative, technical, and physical safeguards designed to protect the Content and Customer Confidential Information from unauthorized access, use, or disclosure. Our current security posture is described at aipodcast.io/security.

16.3 Customer security

Customer will implement reasonable technical and organizational measures to protect the Content from unauthorized access, use, or disclosure, including (a) restricting access to Authorized Users, (b) using encryption in transit and at rest, (c) maintaining access logs, and (d) promptly notifying aipodcast at security@aipodcast.io of any actual or suspected unauthorized access to the Content.

16.4 Sub-processors

aipodcast may engage sub-processors to support delivery of the Services. The current list of sub-processors is available at aipodcast.io/security/subprocessors. We will provide reasonable notice of any addition of a new sub-processor.

17. Compliance with Laws

Each party will comply with all applicable laws and regulations in its performance under these Terms, including:

U.S. federal and state privacy laws, including the California Consumer Privacy Act / California Privacy Rights Act (CCPA/CPRA);
The EU General Data Protection Regulation (GDPR) and the UK GDPR;
The EU AI Act, including Article 5 (prohibited practices) and Article 53 (training-data transparency obligations for general-purpose AI providers);
Biometric privacy laws including the Illinois Biometric Information Privacy Act (BIPA), the Texas Capture or Use of Biometric Identifier Act (CUBI), and the Washington biometric privacy statute;
Export control laws including the U.S. Export Administration Regulations (EAR);
Trade sanctions administered by OFAC, the EU, and the UN; and
Anti-bribery laws including the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act.

18. Changes to These Terms

We may update these Terms from time to time. If we make a material change, we will notify you by email (using the contact email in your Order) at least thirty (30) days before the change takes effect, or post a prominent notice on the Site. For Customers with an active Order, the version of these Terms incorporated into your Order at the time of execution governs that Order until renewal, regardless of subsequent updates to the public version of these Terms. For Customers without an active Order, your continued use of the Services after the effective date of the updated Terms constitutes acceptance.

19. Notices

All notices to aipodcast under these Terms must be in writing and sent to:

AI Podcast, Inc.

Attn: Legal

Phoenix, Arizona, USA

Email: legal@aipodcast.io

Notices to Customer will be sent to the email and physical address specified in the Order. Notices are deemed delivered (a) upon personal delivery, (b) one business day after deposit with a recognized overnight courier, (c) three business days after deposit with first-class mail, postage prepaid, or (d) on the date of email delivery if confirmed by a non-bounce response.

20. Governing Law, Dispute Resolution, and Arbitration

20.1 Governing law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20.2 Informal dispute resolution

Before filing a claim, the parties agree to attempt in good faith to resolve any dispute through negotiation between senior representatives. The parties will meet within thirty (30) days after written notice of the dispute. If the dispute is not resolved within sixty (60) days, either party may proceed to arbitration.

20.3 Binding arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms that is not resolved under Section 20.2 will be resolved by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures. The arbitration will be conducted by a single arbitrator in Wilmington, Delaware. The arbitrator's award will be final and binding and may be entered in any court of competent jurisdiction.

20.4 Class action waiver

You and aipodcast agree that any claims will be brought only in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator may not consolidate more than one party's claims and may not preside over any form of representative or class proceeding.

20.5 Carve-outs

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction for (a) infringement or misappropriation of intellectual property, (b) breach of confidentiality obligations, or (c) violation of license restrictions.

20.6 Right to opt out of arbitration

Customer may opt out of the arbitration provision in this Section 20 by sending written notice to legal@aipodcast.io within thirty (30) days of first becoming bound by these Terms.

21. General

21.1 Entire agreement

These Terms, together with any Order, the Privacy Policy, the DPA (if applicable), and any documents expressly incorporated by reference, constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements and understandings.

21.2 Order of precedence

In the event of a conflict, the order of precedence is: (1) the Order, (2) the DPA, (3) these Terms, (4) the Privacy Policy, (5) the Documentation.

21.3 Assignment

Neither party may assign these Terms without the other party's prior written consent, except that either party may assign these Terms without consent to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the successor agrees in writing to be bound by these Terms.

21.4 Independent contractors

The parties are independent contractors. These Terms do not create any partnership, joint venture, employment, or agency relationship.

21.5 No third-party beneficiaries

These Terms do not create any rights in any third party, except that Speakers are intended third-party beneficiaries of Sections 4.3(c)–(e) and 8 to the extent they protect Speakers' personal rights.

21.6 Force majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, fire, flood, earthquake, pandemic, internet outages, or labor disputes.

21.7 Waiver

No waiver of any provision of these Terms is effective unless in writing and signed by the waiving party. Failure to enforce any right is not a waiver of that right.

21.8 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

21.9 Headings

Section headings are for convenience only and do not affect interpretation.

21.10 Counterparts and electronic signatures

These Terms and any Order may be executed in counterparts, including by electronic signature, each of which is deemed an original.

21.11 Government end users

The Services are "commercial items" as defined in 48 C.F.R. § 2.101. Use by U.S. government end users is governed by these Terms.