COMMENTATER LLC TERMS OF SERVICE

1. INTRODUCTION

Welcome to Commentater LLC ("Commentater," "we," "our," or "us"). These Terms of Service ("Terms") govern your access to and use of our services, including our audio streaming platform, mobile applications, and website (collectively, the "Service"). By accessing or using our Service, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use the Service.

2. DEFINITIONS

• "Account": A registered user profile that allows for authentication and access to broadcaster features.
• "Broadcaster": An authenticated user who creates and transmits audio content through the Service.
• "Chips": Virtual currency that can be purchased by users and tipped to Broadcasters.
• "Content": Any audio, text, graphics, photos, or other material uploaded, downloaded, or appearing on the Service.
• "Listener": Any user who accesses audio streams through the Service.
• "Tip": The act of a user giving Chips to a Broadcaster as appreciation for their content.
• "User": Any individual who accesses or uses the Service, including both Broadcasters and Listeners.

3. ELIGIBILITY

You must be at least 13 years of age to use the Service. If you are under 18 years of age, you must have the consent of a parent or legal guardian to use the Service. By using the Service, you represent and warrant that you meet these eligibility requirements.

4. ACCOUNTS AND REGISTRATION

4.1 Account Creation

To broadcast audio content, you must create an account with us. When creating an account, you must provide accurate and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

4.2 Account Security

You agree to notify Commentater immediately of any unauthorized use of your account or any other breach of security. Commentater will not be liable for any loss or damage arising from your failure to comply with this section.

5. SERVICE DESCRIPTION

5.1 Broadcaster Features

Authenticated users may create and broadcast audio streams through the Service. Commentater provides the technical infrastructure to host and distribute these broadcasts.

5.2 Listener Access

Any user, whether authenticated or not, may listen to available audio streams through the Service.

5.3 Virtual Currency ("Chips")

The Service utilizes a virtual currency system called "Chips" that can be purchased by users and given as tips to broadcasters. All Chip transactions occur in USD. Broadcasters may cash out accumulated Chips for real currency subject to the terms in Section 5.4 and the detailed provisions in Section 18.

5.4 Tipping and Cash Out System

Users may purchase Chips through our approved payment methods and tip these Chips to broadcasters as a way to show appreciation for their content. Broadcasters may request to cash out accumulated Chips for monetary value according to our current conversion rates and payout policies.

6. USER CONTENT AND CONDUCT

6.1 Content Ownership

You retain ownership rights to the Content you create and broadcast through the Service. However, by uploading or broadcasting Content, you grant Commentater a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, translate, and distribute your Content in connection with providing and promoting the Service.

6.2 Content Restrictions

You agree not to broadcast or otherwise transmit Content that:

• Violates any applicable law or regulation
• Infringes the intellectual property rights of others
• Contains hate speech, harassment, or threats
• Is defamatory, obscene, pornographic, or vulgar
• Promotes violence or illegal activities
• Contains malware, viruses, or other harmful code
• Invades the privacy of others
• Impersonates any person or entity

6.3 Content Monitoring and Removal

Commentater reserves the right, but does not have the obligation, to monitor Content broadcast through the Service. We may remove or disable access to any Content that violates these Terms or is otherwise objectionable.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Commentater Property

The Service and its original content (excluding User Content), features, and functionality are owned by Commentater and are protected by copyright, trademark, and other intellectual property laws.

7.2 Limited License to Users

Subject to these Terms, Commentater grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your personal, non-commercial use.

7.3 Copyright Infringement

If you believe that your copyrighted work has been used or displayed on our Service in a way that constitutes copyright infringement, please provide our designated agent with the following information:

• A description of the copyrighted work that you claim has been infringed
• A description of where the allegedly infringing material is located on the Service
• Your contact information
• A statement that you have a good-faith belief that the use is not authorized
• A declaration under penalty of perjury that the information in your notice is accurate
• An electronic or physical signature of the copyright owner or a person authorized to act on behalf of the copyright owner

Our designated agent for copyright infringement claims can be reached at: copyright@commentater.com

8. PRIVACY

Your privacy is important to us. Please review our Privacy Policy, which explains how we collect, use, and disclose information about you when you use our Service.

9. THIRD-PARTY LINKS AND SERVICES

The Service may contain links to third-party websites or services that are not owned or controlled by Commentater. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that Commentater shall not be responsible or liable for any damage or loss caused by your use of any such website or service.

10. TERMINATION

10.1 Termination by You

You may terminate your account at any time by following the instructions on our website or by contacting us at support@commentater.com.

10.2 Termination by Commentater

We may terminate or suspend your account and access to the Service immediately, without prior notice or liability, for any reason, including if you breach these Terms.

10.3 Effect of Termination

Upon termination, your right to use the Service will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

11. DISCLAIMER OF WARRANTIES

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMMENTATER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

12. LIMITATION OF LIABILITY

IN NO EVENT SHALL COMMENTATER, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, OR USE, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF COMMENTATER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMMENTATER'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID TO COMMENTATER IN THE PAST SIX MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

13. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Commentater, its officers, directors, employees, and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Service, your Content, or your violation of these Terms.

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

14.2 Dispute Resolution

Any dispute arising out of or relating to these Terms or the Service shall first be attempted to be resolved through good-faith negotiations. If such negotiations fail, any controversy or claim shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Delaware and shall be conducted in English. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

14.3 Class Action Waiver

You agree that any proceedings to resolve disputes will be conducted only on an individual basis and not in a className, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, you waive any right to a jury trial.

15. CHANGES TO TERMS

Commentater reserves the right to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised Terms.

16. GENERAL PROVISIONS

16.1 Entire Agreement

These Terms constitute the entire agreement between you and Commentater regarding your use of the Service and supersede all prior and contemporaneous written or oral agreements.

16.2 Waiver

The failure of Commentater to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

16.3 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

16.4 Assignment

You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. Commentater may assign these Terms at any time without notice.

16.5 Contact Information

If you have any questions about these Terms, please contact us at:

Commentater LLC
legal@commentater.com
123 Stream Avenue
Audiocity, DE 19801
United States

16.6 Currency Conversion and Payment Processing

All payments and currency conversions are processed through our third-party payment processors. Commentater is not responsible for errors, delays, or other issues arising from payment processing or currency conversion.

17. ADDITIONAL TERMS FOR MOBILE APPLICATIONS

17.1 App Store Terms

If you download the Commentater application from the Apple App Store or Google Play Store, you agree to comply with their respective terms of service.

17.2 Mobile Data Charges

You are responsible for any mobile charges that you may incur for using our Service, including data charges. If you're unsure what these charges might be, you should ask your service provider before using the Service.

17.3 Push Notifications

We may send push notifications to your mobile device. You can disable these from your device settings.

18. VIRTUAL CURRENCY AND PAYMENT TERMS

18.1 Purchasing Chips

Users may purchase Chips through our approved payment methods. All purchases of Chips are final and non-refundable except as required by applicable law. The minimum purchase amount is 100 Chips. All Chip purchases are processed in USD only. Commentater reserves the right to change the price of Chips at any time.

18.2 Ownership of Chips

Chips are a limited license right that may be used exclusively within the Service. You acknowledge that you do not own the Chips and that purchasing Chips does not grant you any ownership interest in Commentater. Chips have no cash value and cannot be exchanged for cash or other value except as expressly provided in these Terms.

18.3 Tipping Broadcasters

Users may tip Chips to Broadcasters as a way to show appreciation for their content. Once tipped, Chips cannot be refunded or returned to the user who gave the tip.

18.4 Broadcaster Cash Out

Broadcasters may request to cash out accumulated Chips for monetary value according to our current conversion rates. All cash outs are processed in USD only. Broadcasters must have accumulated a minimum of 1000 Chips to be eligible for a cash out. Commentater reserves the right to:

• Change the minimum threshold for cash out requests
• Charge reasonable processing fees
• Verify the identity of Broadcasters before processing cash out requests
• Delay or deny cash out requests if we suspect fraudulent activity
• Change conversion rates with reasonable notice

18.5 Tax Implications

Broadcasters are solely responsible for all tax obligations arising from receiving payments through our Service. Commentater may collect necessary tax information and provide appropriate tax documentation as required by law.

18.6 Prohibited Activities

You agree not to engage in any of the following activities related to the Chips system:

• Selling or transferring Chips outside the Service
• Using automated methods to purchase or tip Chips
• Creating multiple accounts to manipulate the tipping system
• Engaging in money laundering or other illegal financial activities
• Using stolen payment methods to purchase Chips
• Attempting to reverse-engineer the tipping system

Violation of these prohibitions may result in the suspension or termination of your account, forfeiture of Chips, and legal action.

19. FEEDBACK

We welcome feedback, comments, and suggestions for improvements to the Service ("Feedback"). You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.