Wait What Inc. (the “Company”, “us,” or “we”) is a media invention company that creates and owns innovative, high-quality content including Masters of Scale. When we launched Masters of Scale we weren’t launching a podcast, we were creating an enduring repository of entrepreneurial wisdom that we would cultivate, extend and amplify in different formats over time to democratize entrepreneurship. As such, we offer the Masters of Scale podcast and subscription-based services related to the Masters of Scale podcast through our website, mastersofscale.com, our mobile application, and third-party platforms, such as Apple Podcasts and Spotify. The Masters of Scale podcasts (the “Podcasts”), mastersofscale.com (the “Website”), the Masters of Scale mobile application (the “App”), the Masters of Scale live events and Summit (the “Summit”), and all e-newsletters, software, APIs, features, and content related thereto are collectively referred to as the “Services.” These Terms of Use constitute an agreement between the Company and you, the user, and govern your access and use of the Services.

All personal information that we collect through the Services is subject to our Privacy Policy (the “Privacy Policy”). You should read these Terms of Use and the Privacy Policy carefully before using any of the Services.

Consent to Terms

By using the Services, you agree to be bound by the terms and conditions contained in these Terms of Use. If you do not agree to these Terms of Use, you may not access or otherwise use the Services. We reserve the right, in our sole discretion, to modify these Terms of Use at any time by posting updated Terms of Use. By continuing to access and use the Services after any such modification is made, you are agreeing to such modification. Please check these Terms of Use frequently for updates. At the bottom of these Terms of Use is the date on which they were last updated. If you are under the age of 18, you represent that you are either an emancipated minor or have obtained the legal consent of your parent or legal guardian to agree to these Terms of Use and access the Services.

Consent to Email Communications

You expressly agree that, as part of the Services, you may receive communications by email. You may stop receiving emails by clicking on the unsubscribe links contained in such emails.

Intellectual Property Rights and Use of the Services

All content, names, logos, designs, graphics, photographs, text, audio, pictures, videos, software, and other materials of the Services are the intellectual property of the Company, its affiliates or licensors, and are subject to and protected by the United States and international copyright and trademark laws.

Subject to these Terms of Use, we hereby grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Services for personal use only. This license does not include any resale or commercial use of the Services, any derivative use of the Services, or any use of data mining, robots or similar data gathering and extraction tools. You may download, copy and/or transfer podcasts to a computer or mobile device for your personal, non-commercial, use only, provided that you do not modify the content.

You may also link to any of our Services from your website, blog, application, platform or services, provided that (a) the link redirects the user to the respective Service (i.e., the Podcasts, Website, or App) when the user clicks on the link, (b) you do not insert any intermediate page, splash page or other content between the link and the Services, (c) you do not use the content in a manner that suggests the Company, the Services, or individuals featured in the Services promote or endorse your, or a third party’s cause, ideas, products, sites, applications, platforms or services, (d) you do not use the Services for commercial purposes, and (e) you do not use the Services in any way that is unlawful or harmful to any individual or entity.

The Services may not be reproduced, duplicated, copied, sold, or otherwise exploited for any commercial purpose without our express consent. You may use the Services only as expressly permitted in these Terms of Use.

You are prohibited from violating any law, statute, ordinance, or regulation.

You must not hack the Services, or perform any other activity that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. You must not perform any activity to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment.   You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Services, or in any way reproduce or circumvent the navigational structure or presentation of any of the Services, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Services. We reserve the right to bar any such activity.

If you provide us any feedback or suggestions for improving any of the Services (“Feedback”), you hereby assign to us all rights in the Feedback and agree that we shall have the right, but are under no obligation, to use such Feedback and related information in any manner we deem appropriate. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary.

We reserve the right to modify the content, type, and availability of the Services at any time for any reason or no reason at all. Additionally, we reserve the right to change or terminate any offered subscriptions or promotions at any time.

Terms for Subscription-Based Service

We offer a subscription-based service that allows certain users (“Members”), on an annual basis, full access to the App, including its “Courses” and features, as well as other content available only to Members (“Subscription Service”). To use the Subscription Service, you must have internet access, a device that can utilize the Subscription Service, and a valid form of payment. In addition to all other terms and conditions applicable to the Services, the following terms and conditions apply to the Subscription Service.

• Account and Credentials. To utilize the Subscription Service, you will need to create a user account. You will be asked to provide us with certain information, such as an email address, Apple or Google profile identification, or LinkedIn profile. You are responsible for maintaining the confidentiality of your username, password, and other credentials (your “Credentials”) that you create to access the Subscription Service. We are not responsible for any misuse of your Credentials by any third party, whether authorized by you or not. You agree to immediately notify us of any actual or suspected unauthorized use of your Credentials or any other breach of security. We are not responsible or liable for any loss or damage resulting from unauthorized use of your Credentials or for your failure to follow the requirements set out in these Terms of Use.
• Electronic Communications. We may send you information relating to the Services, including the Subscription Service (e.g., payment authorizations, invoices, changes in password or payment method, confirmation messages, notices, content updates, promotional messages) in electronic form only, for example via emails to your email address provided during registration, if applicable. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
• Payment Terms and Auto-Renewal. If you purchase a membership to the Subscription Service, it will automatically renew every twelve (12) months at the rate then in effect, unless you cancel your membership or deactivate auto-billing/auto-renewal through the “My Account” section of the Website or the subscription options section of your third-party app store. All applicable fees, including any applicable taxes and transaction fees, will be charged to the credit card last used by you. If your credit card cannot be charged and no other form of payment is on file with us, we may terminate or restrict your access to the Subscription Service. We may increase Subscription Service fees from time to time, in our sole discretion, and will notify you accordingly via the email address we have for you on file. You may cancel your membership to the Subscription Service at any time. If you would like a full refund of your last purchase of the Subscription Service and you purchased your membership through either the iOS App Store or the Google Play App Store, you must process your cancellation and refund through the applicable app store. If you purchased your membership through mastersofscale.com, you must request your cancellation and refund by writing [email protected] and provide both the email address associated with your Subscription Service membership and the email address linked to the payment platform you used to purchase the Subscription Service (if different), and we will credit your credit/debit card, or refund you in another manner, as reasonably determined by us.  Please note, it may take up to 30 days for us to process your request for a refund and if you’ve already received a refund through an app store or other third-party platform, you are ineligible for a refund from us.  Gifted memberships to the Subscription Service purchased on mastersofscale.com will only be refunded if the gift giver contacts us in writing and provides us with both the email address associated with the gifted Subscription Service membership and the email address linked to the payment platform used to purchase the Subscription Service.
• Free Trial or Promotional Content. The Subscription Service might include a free trial period, free access to certain Subscription Service content, or discounted fees. We reserve the right to terminate or revoke any free trial period, free access or discounted fees to Subscription Service content at any time. We may notify you at the end of the free trial period, with an opportunity to purchase membership to the Subscription Service.
• For details about your purchases under the Subscription Service, including payment methods and payment terms, email us at [email protected] or login to your user account for the Subscription Service, if you have created one.

User Posts and Materials

You are prohibited from posting on, or transmitting through, the Services any unlawful, harmful, threatening, abusive, harassing, defamatory, infringing, obscene, racially or ethnically derogatory, sexually explicit, profane, hateful, or otherwise objectionable material of any kind. We reserve the right, but are under no obligation, to screen or remove any user posts at any time and for any or no reason.

You represent and warrant that: (a) if you post or submit any materials or personally-identifying information on or through the Services, you are at least 18 years of age, (b) you have obtained all clearances, releases, licenses and rights to any materials or content you post or submit on or through the Services that may be necessary for their use as contemplated by the Services or these Terms of Use, (c) the comments, materials or content you post or submit does not and will not defame any individual or entity, or violate or infringe upon the copyright, trademark, patent, trade secret, privacy, reputation, creative or other rights of any individual or entity, or violate these Terms of Use.

We are not responsible for any user comments, materials or content submitted by you or a third party on or through the Services. We cannot verify the accuracy of statements that users make or place on the Website or through the Services, and we do not guaranty that any user comments, materials or content have been submitted with the permission of the copyright or proprietary owner or are otherwise in compliance with these Terms of Use.

Links to Third Party Websites, Applications, Platforms and Services

The Services may contain links to websites, applications, platforms or services maintained by third parties over which we have no control. We do not endorse the content, products or services of such websites, applications, platforms and services, and we disclaim any responsibility for the content or any products or services that appear on such third-party websites, applications, and platforms.

Data Usage Charges

The Services include audio, video, and other content available for streaming via mobile devices. You acknowledge that streaming media can result in high data usage and may lead to excess data charges. We encourage you to monitor your wireless plan, data use and data charges. You agree that you are solely responsible for any costs you incur to access the Services, including any excess data charges.

Digital Millennium Copyright Act

If you are a copyright owner or an agent thereof and believe that any posting by a user or other content on the Website or in relation to the Services infringes upon your copyright, you may submit a written notification pursuant to the Digital Millennium Copyright Act (“DMCA”) (see 17 U.S.C. 512(c)(3) for further information) by providing our Copyright Agent (listed below) with the following information: (i) an electronic or physical signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) a description of the copyrighted work claimed to have been infringed or if multiple copyrighted works are covered by a notification, a representative list of such works at on the Services; (iii) a description of the location on the Services of the allegedly infringing material(s); (iv) your address, telephone number, and email address; (v) a written statement that you have a good faith belief that use of the material(s) in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a written statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If content that you submitted has been removed as a result of a notification as described above and you believe that such content or portion of that content was posted lawfully, please contact us about our counter-notification procedure through which you can dispute the allegation and request re-posting of the content at issue.

Our designated Copyright Agent for notice of claims of infringement is:

Deron Triff, Chief Business Officer

Wait What Inc.

305 West Broadway, Unit # 229

New York, NY 10013

Only notices of alleged copyright infringement and requests about the counter-notification procedures should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to us at [email protected]. You acknowledge that if you fail to comply with all of the notice requirements of the DMCA, your notice may not be valid.

Indemnity

You agree to indemnify and hold harmless the Company, its media guests and participants, business partners, and their respective owners, members, managers, directors, officers, employees, agents, and representatives from any and all claims, liabilities, damages, costs or expenses, including attorneys’ fees, arising from (a) your breach of the terms and conditions of these Terms of Use and/or the Company’s Code of Conduct, or (b) your attendance, participation or use of the Services as applicable, including, without limitation, your submission of comments, materials, or content on or through the Services.

Disclaimer

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS OF USE, THE COMPANY AND ITS SHAREHOLDERS, DIRECTORS, OFFICERS, AFFILIATES, AND REPRESENTATIVES, AND THE COMPANY’S MEDIA GUESTS AND PARTICIPANTS, VENDORS AND BUSINESS PARTNERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO WARRANTY THAT (1) THE SERVICES WILL MEET YOUR REQUIREMENTS, (2) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (3) THE QUALITY OF THE SERVICES WILL MEET YOUR EXPECTATIONS. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, YOUR MOBILE DEVICE, OR LOSS OF DATA THAT RESULTS FROM USE OF THE SERVICES.

FURTHER, THE COMPANY MAKES NO REPRESENTATION THAT THE SERVICES, OR ANY PORTION THEREOF, IS APPROPRIATE OR AVAILABLE FOR USE IN JURISDICTIONS OUTSIDE OF THE UNITED STATES, OR THAT THESE TERMS OF USE COMPLY WITH THE LAWS OF ANY OTHER COUNTRY. YOU AGREE THAT YOU WILL NOT ACCESS THE SERVICES FROM ANY TERRIROTY WHERE ITS CONTENT ARE ILLEGAL, AND THAT YOU, AND NOT THE COMPANY, ARE RESPONSIBLE FOR COMPLIANCE WITH APPLICABLE LAWS.

Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL COMPANY OR ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, AND REPRESENTATIVES BE LIABILE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES, INCLUDING ANY LIABILITY (A) AS A PUBLISHER OF INFORMATION; (B) FOR ANY INCORRECT OR INACCURATE INFORMATION; (C) FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF YOUR TRANSMISSIONS OR DATA; (D) FOR STATEMENTS OR CONDUCT OF ANY THIRD PARTY IN CONNECTION WITH THE SERVICES; OR (E) FOR ANY OTHER MATTER RELATING TO THE SERVICES OR ANY THIRD PARTY WEBSITE. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOOD WILL, LOSS OF USE, LOSS OF DATA, COST OF PROCURING SUBSTITUTE SERVICES OR INFORMATION, LITIGATION OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF AN INDIVIDUAL ADVISES OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU. THE SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NOTWITHSTANDING THE FOREGOING, THE SOLE AND ENTIRE MAXIMUM LIABILITY OF THE COMPANY, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OR CLAIM WHATSOEVER, SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO THE COMPANY FOR ANY ACCESS TO OR USE OF THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT PAID THE COMPANY ANY AMOUNTS FOR THE SERVICES PRIOR TO THE DATE ON WHICH YOU FIRST ASSERT ANY CLAIM, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH THE COMPANY IS TO STOP USING THE SERVICES.

Claim Limitations Period

You agree that regardless of any statute or law to the contrary, any claim or cause of action you may have arising from or relating to the Services or these Terms of Use must be filed within six (6) months after such claim or cause of action arose, or is forever barred.

Ability to Terminate Access to the Services

You agree that we may terminate or suspend your access to all or part of the Services, without notice, for any conduct that we, in our sole discretion, believe is in violation of these Terms of Use or any applicable law or is harmful to the interests of the Company or another user.

Applicable Law; Jurisdiction; Class Action Waiver

These Terms of Use shall be governed, construed and enforced in accordance with the internal laws of the State of New York, without regard to conflict of laws principles. To the extent permissible by law, any disputes under these Terms of Use or relating to the Services shall be litigated in the New York Supreme Court, Albany County or in the United States District Court for the Northern District of New York, Albany Division, and you hereby consent to personal jurisdiction and venue therein.

To the fullest extent permitted by applicable law, NO CLAIM RELATED TO THESE TERMS OF USE SHALL BE JOINED TO ANY OTHER CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICES, AND NO CLASS ACTION PROCEEDINGS SHALL BE PERMITTED.

Use Outside of the United States

We expressly disclaim any representation or warranty that the Services comply with all applicable laws and regulations outside of the United States. If you use any of the Services outside of the United States, you acknowledge and agree that you are responsible for ensuring your use of the Services is in full compliance with all applicable laws, regulations, and customs of the jurisdiction in which you are located.

Miscellaneous

A modification or waiver of a part of these Terms of Use shall not constitute a waiver or modification of any other portion of the Terms of Use. If for any reason any provision of these Terms of Use is found unenforceable, that provision will be enforced to the maximum extent permissible, and the remainder of the Terms of Use will continue in full force and effect.

Contact Information

If you have any comments, questions or complaints regarding these Terms of Use or the Services, or wish to report any violation of these Terms of Use, please contact us at [email protected]. We will address any issue to the best of our abilities as soon as practicable.

These Terms of Use were last updated on February 21, 2022.