Terms of Service

Introduction

Privacy. When you use our Services, we collect Personal Data (as defined in the Privacy Notice) about you. Check out our Privacy Notice at https://www.liyam-ai.com/privacy-policy/ for details about the types of Personal Data we collect, what we do with it, the security measures we use to keep it safe, and the rights you have regarding your Personal Data.

Changes to these Terms. We may update these Terms from time to time and will post the updated version on this page with the date it was published. Please check this page occasionally to make sure you're aware of the Terms that apply to you. If you continue to use our Services after we update the Terms, that means that you agree to and accept the updated version.

Our Services

Subject to these Terms, Liyam allows you to use the Services on a non-exclusive basis for your own internal business purposes. The Services offer assistance at every stage of the production cycle:

Pre-Recording. In preparation for your podcast, the Services can help you plan your episode by turning a topic and source materials into a structured outline with talking points and suggested questions tailored to your guest, as well as upload relevant links and other source materials to inform the planning process. The planning features may also suggest an episode structure and help you budget time per topic. Liyam does not guarantee any specific results, and all AI-generated content may contain errors or inaccuracies. You are solely responsible for reviewing and verifying any AI-generated content before use.

Live Assistance. The Services support your podcast during recording as well. Using the Platform's AI features, the Services listen along to your podcast in real time, generating a transcript and providing you with live feedback. To use the Services, you must connect your podcast hosting provider's RSS feed to the Platform. By connecting your RSS feed, you authorize us to access your podcast data, including episode metadata and analytics, as provided by your hosting provider. We rely on your hosting provider for audience data and analytics; we do not independently track or collect audience data at the listener level.

Through API connections to external sites, the Services can suggest relevant follow-up questions during recording. You may rate suggested questions and the Platform will use your ratings to learn your preferences and improve future suggestions; such preference data is specific to your account and is not shared with other users. The Platform also allows you to display visual content behind the podcaster during recording, such as videos or images related to the topic being discussed; such visual content is deemed User Content (defined below) and sourced only from third-party platforms that permit embedding and is for informational purposes only, not advertising.

Post-Recording. The Services also assist you with post-production editing, including by flagging standout moments suitable for reels and shorts, producing a transcript to skim for clip candidates, and automatically reframing horizontal footage into vertical, speaker-following crops for social media platforms.

AI Features

The Services are provided in part through third-party AI tools and models, which process all of your User Content (defined below) that you upload to the Platform, including the recording and transcript of the podcast episode ("AI Tools"). All AI Tool providers shall process your User Content to provide you with the Services and shall not use your User Content for training any AI models. Notwithstanding the foregoing, we, or any of our AI Tool providers may monitor User Content for violations of the AI Tools' and/or our acceptable use policies and either we or such providers may remove such infringing content while reserving all other rights at law and in equity. Due to the nature of AI tools, AI-generated content may contain errors or inaccuracies. You are solely responsible for your use of any AI-generated content and ensuring that it is accurate and suitable for your purposes.

Sponsored Content

The Services offer you a way to monetize your podcast by endorsing sponsored products or services ("Endorsed Products") from advertisers using the Platform ("Sponsors"). During recording, the Platform analyzes your conversation in real time and may generate suggested questions and talking points to create natural segues to endorsement opportunities. To identify relevant segues, the Platform compares your conversation with trending themes on social media via APIs in real time. You may opt out of social media access by emailing us at info@liyam-ai.com. Upon completion, the Sponsor will receive a reel of the endorsement produced by the Services; you may opt out of reel sharing by emailing us at info@liyam-ai.com.

You approve Sponsors and Endorsed Products in advance; the Platform will only prompt endorsements you have pre-approved. The Platform provides a dashboard to view your campaigns, earnings, and payment history.

You are solely and fully responsible for your endorsements and represent and warrant that your endorsements comply with all applicable laws, including without limitation the FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising, 16 CFR Part 255 (the "Endorsement Guide"), including required disclosures of your relationship with the Sponsor. You acknowledge and agree that, among others, the Endorsement Guide requires that:

The Services are not designed to inject audio into your original voice track and therefore cannot assist with audio disclosures. Users remain responsible for delivering audio disclosures verbally during recording. To assist you with compliance regarding written disclosures, the Platform automatically generates visual disclosure banners that appear onscreen during recording whenever you endorse an Endorsed Product as part of an approved campaign. In addition, the Platform automatically appends standardized disclosure text to the RSS feed metadata and episode description for each episode containing sponsored content. These automated features are provided for your convenience only; you remain solely responsible for ensuring that all disclosures comply with applicable law and the Endorsement Guide.

Certain products, services, or content categories may require special warnings or disclosures, or may be prohibited from promotion under applicable law or Platform policies. You may not use the Services to promote any product or service whose promotion is restricted or prohibited under applicable law or regulation, including but not limited to tobacco, alcohol, cannabis, gambling, prescription drugs, financial services, cosmetics, and children's products. You are solely responsible for determining whether a product or service falls within a restricted or prohibited category and for compliance with all applicable legal requirements. The Platform may restrict advertising content at its sole discretion.

We disclaim all liability regarding Sponsors, Endorsed Products, and related campaign materials. You are solely responsible for ensuring that Endorsed Products are not restricted from promotion by you. We do not guarantee any minimum results, including the number or type of Sponsors or Sponsor pricing. Any questions, talking points, or prompts generated by the Platform are for informational purposes only; we do not guarantee their appropriateness or suitability, and you are solely responsible for deciding whether to use them.

• Any endorsement you make must be truthful and accurately reflect your actual experiences with the relevant Endorsed Product; you may only endorse products you have personally tried and may not describe an Endorsed Product positively if your genuine experience was negative; additionally, you may not make unsubstantiated claims about any Endorsed Product, such as unverified health or scientific claims.
• You effectively disclose your relationship with the applicable Sponsor in accordance with the following requirements:
• Placement and Visibility. The disclosure must appear alongside the endorsement itself; and should not be placed solely on a profile page, at the end of a post or video, or in a location that requires viewers to click "more," rather, include the disclosure within the video itself and deliver it in both audio and visual form where possible, as some viewers watch without sound; for live stream endorsements, repeat the disclosure periodically so that viewers who join mid-stream are still informed.
• Language and Clarity. Disclosures should be made using simple, clear language, such as "ad," or "sponsored," and should not rely on vague shorthand such as "spon," or "collab," or standalone terms like "thanks" or "ambassador" without further context; disclosures must be in the same language as the endorsement.

User Accounts

Unauthorized Use. You agree to notify us immediately of any unauthorized use of your account. You are solely responsible for all activity on your account, even if that activity was not actually performed by you. To the fullest extent permitted by applicable law, Liyam will not be responsible for any losses or damage arising from unauthorized use of your account. While we reserve the right to investigate suspected violations of these Terms or illegal or inappropriate behavior through the Services, we cannot guarantee that we will learn of or prevent any inappropriate use of the Services.

Fees and Payment

Platform Fees. Liyam offers a variety of plans. The details of each plan, including the features offered and the pricing of each plan, are listed on the Platform. If you wish to change your plan, your new plan will take effect starting the following month. We may modify or discontinue the plans that we offer at any time; however, we will notify you of any material changes. You agree to pay Liyam the fees specified on the Platform in accordance with the plan for which you have registered. Payments shall be made on a monthly or annual basis, as specified on the Platform, in advance of the applicable term. Except as expressly provided in these Terms, fees, including prepaid fees, are non-refundable. Where applicable, taxes, including VAT, may also be charged. If payments are subject to tax withholding, the amount to be withheld will be added to the fees charged. If you are directed to a third-party payment processor, you may be subject to terms and conditions governing the use of that service. Please review the payment processor's terms and conditions and privacy notice before using such services.

Endorsement Revenue. In consideration of your promotion of Endorsed Products, you will receive payments from Sponsors, calculated based on analytics and download data retrieved from your podcast hosting provider, in accordance with Interactive Advertising Bureau (IAB) Podcast Measurement Technical Guidelines ("Endorsement Revenue"). The applicable rates for each endorsement, including the applicable service fee, will appear on the Platform. Download data for each campaign will be measured over a period of forty-five (45) to sixty (60) days from the date of episode release, as determined by the applicable Sponsor. We will instruct our third-party payment processor to transfer the Endorsement Revenue paid by the applicable Sponsor to you, less a service fee equal to a percentage of the Endorsement Revenue, which is transferred to us as part of the fees for our Services (not a processing fee), within sixty (60) days after the conclusion of the applicable campaign. For the avoidance of doubt, we will only transfer Endorsement Revenue we actually receive from the applicable Sponsor. If the applicable Sponsor has not transferred the Endorsement Revenue to us for whatever reason, we will be under no obligation to pay you any amounts until such amount is actually received.

Reporting. Our calculations shall serve as the sole basis for Endorsement Revenue. The Platform's endorsement dashboard shall set out the metrics other relevant terms necessary for the calculation of Endorsement Revenue. The parties hereby agree that the Reports shall be considered accurate and final.

Taxes. The Endorsement Revenue includes any and all taxes and/or VAT payable hereunder. Each party shall bear any and all other taxes and/or withholding and/or VAT applicable to such party.

Use Restrictions

You may not do or attempt to do or allow a third party to do any of the following:

You may not use our Services if doing so is unlawful. We will cooperate with any law enforcement authorities or court orders requesting that we disclose the identity, behavior, or User Content (as defined below) of anyone believed to have violated these Terms or to have engaged in illegal behavior in connection with the Services.

• Decipher, decompile, disassemble, or reverse-engineer any of the code or software used to provide the Services, including framing or mirroring the Services.
• Copy, modify, or distribute the Services.
• Circumvent or interfere with security-related features of the Services or features that restrict use of or access to any Content (as defined below).
• Use any robot, spider, site search or retrieval application, or any other process to retrieve, index, and/or data-mine the Content or otherwise circumvent the navigational structure of the Services.
• Use another's account without permission.
• Remove, alter, or conceal any copyright, trademark, service mark or other such notices incorporated in the Services.
• Use the Services in any manner not permitted by applicable law, including all applicable export laws and regulations to (re)export the Services and/or any related materials in violation of such laws or use in countries subject to sanctions under applicable law.

Representations

By accepting these Terms, you represent that: (a) you are at least 18 years old and have the ability to form a binding contract; (b) your use of the Services will not violate any applicable law or any obligation you have to a third party; (c) all the registration information you submit is and will remain truthful and accurate; (d) you have all necessary rights, consents, and licenses needed to provide any User Content that you provide, including any Personal Data contained therein; and (e) our use of your User Content as allowed under these Terms will not cause us to infringe the rights of any third party. If you are registering on behalf of the Customer, you further represent that you are authorized to bind the Customer to these Terms. You also represent that the Customer is duly organized under applicable law, it has the authority to enter into these Terms, and that by doing so and using the Service, it will not be in conflict with any obligations it has to any third party or any legal requirement.

Privacy

If you provide us with any Personal Data of individuals, including in your User Content, you represent that: (i) you have provided all necessary notices and have, and will maintain all necessary rights and legal bases required under applicable law to provide us with the Personal Data of such individuals in order to allow us to process and share such data in order to provide the Services and for our internal business purposes, including the improvement of our Services, all as detailed in our Privacy Notice; (ii) you will maintain a record of such legal bases, as required under applicable law; and (iii) you will not provide us with any sensitive or other categories of data that are subject to additional protections under law, such as data regarding children, finance, or health.

Intellectual Property

Our Property. We retain all worldwide intellectual property rights, title, and interest in our Platform and our Services, including their overall appearance and any text, graphics, designs, videos, interfaces, and underlying source files of the Services, any Content we provide, and our name, trademarks, and logos. In some cases, we have obtained the right to use certain elements of our Services from others and in that case, those elements are owned by their respective owners. Even though we're allowing you to use our Services, that doesn't mean that we're transferring ownership or any other rights to you or that we're allowing you to use our name, any trademarks, logos, or similar property as your own.

Your Property. When you provide User Content through the Services, that content remains yours. By providing User Content, you allow us to use it in connection with the Services, including copying, modifying, and preparing derivative works of it where necessary in order to provide the Services, as well as for analytics purposes and for improvement of the Services. You also retain the sole intellectual property rights to any podcasts or parts thereof that you produce using the Services. If you provide us with any feedback regarding our Services, you agree that we may use it and share it freely.

Content and User Content

Definitions. We may provide certain materials, such as images, videos, recordings, and written content through the Services and may also allow you and other users to provide us with certain materials, including by uploading them to the Platform, and produce new materials through the Platform. "User Content" means any and all materials you provide to us or create through the Services, and "Content" means any content we make available to you through the Services, including User Content that may be provided by other users.

User Content Restrictions. You are and shall remain at all times fully and solely responsible for any User Content that you provide or create. You may not provide or create any User Content or act in any way that:

User Interaction. When interacting with other users, whether or not such interaction occurs within the Platform, you agree to conduct yourself in a respectful and appropriate manner. This includes, but is not limited to, refraining from abusive, threatening, or harassing behavior, personal attacks, discrimination, or offensive language. Please note that if you interact with others or make User Content available to others, it may be possible for others to obtain Personal Data about you. We have no control over the use of this data by others and are not responsible for their use of this data. We reserve the right to monitor interactions between users and to intervene or take action where necessary, which may include, but is not limited to, suspending or terminating the accounts of users who do not adhere to these Terms.

• Violates the legal rights of others, including defaming, abuse, stalking or threatening others.
• Infringes (or results in the infringement of) the intellectual property, moral, publicity, privacy, or other rights of any third party.
• Is (or you reasonably believe or should reasonably believe to be) in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or involving any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material.
• Does not comply with any applicable laws, rules, or regulations.
• Restricts or inhibits use of the Services.
• Posts, stores, transmits, offers, or solicits anything that contains the following, or that you know or should know contains links to the following or to locations that in turn contain links to the following: material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such causes); material that is racially or ethnically insensitive, defamatory, harassing or threatening; pornography or obscene material; any virus, worm, trojan horse, or other harmful or disruptive component; or anything that encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law or regulation, or is otherwise inappropriate or offensive.

Copyright – DMCA

You may not post User Content that violates another's intellectual property rights. As the provider of your User Content, you are responsible for ensuring, to the best of your ability, that the User Content is non-infringing. If we are notified that certain User Content violates intellectual property rights, we may remove that User Content at any time and at our sole discretion, without notifying you, in accordance with the Digital Millennium Copyright Act of 1998 ("DMCA") or any similar applicable law or regulation. We reserve the right to take any additional measures we deem appropriate, including suspending and/or terminating your account. If you believe that something appearing on the Platform infringes your or another's intellectual property rights, please notify us at info@liyam-ai.com. If you believe that a notice has been wrongly filed against you, you may send us a counter-notice to the address above. Please note that notices and counter-notices must meet the DMCA's or similar applicable framework's requirements and that there can be substantial penalties for false claims thereunder. We suggest consulting with your legal advisor before submitting a notice or counter-notice.

Indemnification

You agree to indemnify, defend, and hold harmless Liyam and/or its directors, officers, employees, subcontractors, and agents from and against any claim, damage, or loss, including reasonable court costs, attorneys' fees, and any fines that may be incurred, that arise directly or indirectly from your: (a) breach of these Terms, including any of your representations or warranties, whether by you or by anyone using your account or device, and whether or not that use was authorized by you; (b) use or misuse of the Services; (c) violation of any law or regulation, including breach of applicable data protection laws; and/or (d) infringement of any right of any third party.

Disclaimers

DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS. OTHER THAN THE WARRANTIES MADE EXPLICITLY IN THESE TERMS, WE DO NOT MAKE ANY ADDITIONAL WARRANTIES (IMPLIED, STATUTORY, OR OTHERWISE) ABOUT THE PLATFORM, SERVICES OR ANY CONTENT, INCLUDING WITHOUT LIMITATION THAT THE SERVICES WILL BE OF GOOD QUALITY, USEFUL FOR YOUR SPECIFIC NEEDS OR ANY PARTICULAR PURPOSE, ACCURATE, ERROR-FREE (OR THAT ERRORS WILL BE CORRECTED), RELIABLE, SECURE, COMPLETE, NON-INFRINGING, OR THAT THE SERVICES WILL BE PROVIDED IN A TIMELY MANNER.

Third Parties. We cannot control the functionality of services provided by third parties and assume no responsibility for any telephone or network line failure or interruption, or traffic congestion on the internet or on the Services themselves. We cannot control the actions of bad actors and do not guarantee that we will successfully prevent unauthorized access to or alteration of the Services.

Users. We cannot anticipate or control the actions or inactions of anyone else, including our clients, users, or unauthorized users. Therefore, WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF ANY AND ALL USERS (INCLUDING UNAUTHORIZED USERS), THAT ARE NOT SOLELY DUE TO OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

User Content. User Content comes from sources outside of our control, we take no responsibility for the accuracy, usefulness, safety, appropriateness, or non-infringement of any User Content; your use of any User Content is at your own risk. We do not endorse any opinions or recommendations expressed in any User Content. We have no obligation to display or maintain any User Content and may remove it without notice to you and for any reason.

Data Retention. We are not a data retention service. It is your sole responsibility to back up any data you provide to us. If data you provide to us is lost or corrupted for any reason, we shall not be responsible for any damage or loss you experience if you are unable to recover that data.

Sponsors. Our Platform allows Sponsors to submit Endorsed Products for you to endorse for a fee. We do not own, provide, manage, or control any of the Sponsors, nor any of the Endorsed Products available through the Services and we are not responsible in any way for the same, including but not limited to the acts or omissions of any Sponsor, including their payments to you, nor the quality, provision, purpose, or functioning of the Endorsed Products or any loss or damage related to them.

Providing our Services to Third Parties. If you represent a Customer, such as a studio, who offers our Services to the Customer's customers, any and all communications between you and your customers, any offerings made by you, transactions conducted with customers, and all legal, financial, or other consequences resulting therefrom and/or any dispute that arises between you and any customers are strictly between you and the customer and we will not be a party thereto. We assume no responsibility for your failure to provide customers with any goods or services or any other legal consequences arising from your relationship with customers.

AI Tools. The Services include AI-based functions and features ("AI Features"). We do not guarantee that any AI Features will produce accurate, complete, or reliable output. Due to their nature, AI systems may produce output that includes errors, hallucinations, or inaccuracies, and responses may vary based on various factors. We expressly disclaim all warranties regarding any output or responses provided by the AI Features. Without limiting the foregoing, we do not guarantee the accuracy, completeness, or reliability of any research, or verification features provided through the Services; such features are intended as aids only and are not a substitute for your own independent verification. It is your sole responsibility to verify all output produced by any AI Feature, including any facts, claims, or information surfaced by the Services, before using or otherwise relying on such output. Use of the AI Features is at your own risk, and we are not liable for any loss or damage resulting from your use of or reliance on any AI Feature output.

Third-Party Data Access. Certain features of the Services rely on data obtained from third-party platforms, including podcast hosting providers and social media platforms, through application programming interfaces (APIs) or other data feeds ("Third-Party Data"). We use Third-Party Data to provide you with features such as analytics, payment calculations, and topical conversation prompts based on trending content. We do not control Third-Party Data, which may be subject to errors, discrepancies, delays, or interruptions due to API failures, changes to third-party platforms, or other factors beyond our control. We expressly disclaim all liability arising from or related to any inaccuracies, discrepancies, or unavailability of Third-Party Data, and you acknowledge that your use of features relying on Third-Party Data is at your own risk.

In light of the above, you understand that using the Services entails some degree of risk. When you choose to use the Services, you do so at your sole discretion and risk. Some jurisdictions do not allow the exclusion of certain warranties and therefore some of the above exclusions may not apply to you. Check your local laws for any restrictions regarding the exclusion of implied warranties.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LIYAM AND/OR ANY OF ITS OFFICERS, EMPLOYEES, OR SUBCONTRACTORS SHALL NOT BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT LIYAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR MAXIMUM AND AGGREGATE LIABILITY UNDER THESE TERMS AND UNDER ANY CAUSE OF ACTION WILL NOT EXCEED A CUMULATIVE AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID US IN THE SIX (6) MONTHS PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM OR CAUSE OF ACTION AROSE, IF APPLICABLE.

Term and Account Termination

Term. These Terms will take effect when you accept them and shall continue in full force and effect until they are terminated in one of the ways described below.

How to Terminate Your Account. Subject to the terms of your chosen subscription plan, you may request termination of your account (and, by association, these Terms) at any time through your account settings. We will process your request promptly after receiving your notice. Account termination and any associated refund or cancellation terms will be governed by the terms of your subscription plan. Upon notice of termination, your then-current term will continue in full force and effect until its expiration and will not renew thereafter. Until the expiration of your account, you will be able to log in and export your User Content.

Termination by Liyam. We reserve the right to suspend or terminate your account (and, by association, these Terms) at any time and for any reason by providing three days' prior notice. We also have the right to suspend or terminate your account (and, by association, these Terms) immediately if: (i) you violate the letter or spirit of these Terms; (ii) you engage in fraudulent, abusive, or illegal behavior or harass or harm other users, third parties, or our business interests; or (iii) you fail to pay any fees you are required to pay, including if you initiate a chargeback. Once your account is terminated, you will no longer be able to log in and will not be able to export any User Content. If your account is terminated, you may not rejoin by opening a new account without our permission.

Survival. Even if your account is terminated, you will still be bound by the sections of these Terms which, by their nature, are meant to survive termination.

Force Majeure

Neither party will be liable for any default or delay in its performance of its obligations under these Terms to the extent caused by a natural disaster, act of God, act of war or terrorism, riot, third-party labor strike, pandemic, or other similar occurrence beyond its reasonable control, provided that the affected party makes all reasonable efforts to comply with its obligations despite the occurrence. The affected party shall, as soon as reasonably practicable, notify the other party of the occurrence. It is clarified that payment obligations hereunder may be delayed due to a force majeure event but will not be excused.

Notices

To provide an official notice in accordance with these Terms, either we or you may send a notice by courier, registered mail, or by email to the addresses we provide to each other. Either party may assume its notice has been received one after: (1) business day following delivery by courier, four (4) business days following delivery by registered mail, and one (1) business day after email transmission.

General

These Terms constitute the entire agreement between us and you regarding our Services, and any and all other agreements existing between us regarding the Services are hereby terminated. We may assign our rights and obligations in these Terms to any third party. You may not assign any of your rights or obligations in these Terms to anyone else and any attempt to do so will be void. If either party waives any rights regarding any breach or default of these Terms, that waiver shall not be deemed to waive any other breach or default. The courts in the State of New York shall have exclusive jurisdiction over any disputes regarding these Terms. The laws of the State of New York shall govern these Terms without regard to the United Nations Convention on the International Sales of Goods. In the event that a court rules that a provision of these Terms is unenforceable, that provision shall be replaced with an enforceable provision which most closely achieves the effect of the original and the remaining terms of these Terms shall remain in full force and effect. Nothing in these Terms creates any agency, employment, joint venture, or partnership relationship between us and you, and nothing in these Terms enables you to act on our behalf.