Terms of Service

Last update 18th February 2020

Welcome to TheListener.co, the website and online service of The Listener (“The Listener,” “we,” or “us”).  This page explains the  terms by which you may use our online services, website, and software  provided on or in connection with the service (collectively the  “Service”).  By accessing or using the Service, you signify that you  have read, understood, and agree to be bound by this Terms of Service  Agreement (“Agreement”) and to the collection and use of your  information as set forth in the The Listener Privacy Policy (https://thelistener.co/privacy),  whether or not you are a registered user of our Service.  This  Agreement applies to all visitors, users, and others who access the  Service (“Users”).
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE  THAT YOU UNDERSTAND EACH PROVISION.  THIS AGREEMENT CONTAINS A MANDATORY  ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION  ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR  CLASS ACTIONS.

  1. Use of Our Service
    1.A. Eligibility
    You  may use the Service only if you can form a binding contract with  The Listener, and only in compliance with this Agreement and all applicable  local, state, national, and international laws, rules and regulations.   Any use or access to the Service by anyone under 13 is strictly  prohibited and in violation of this Agreement. The Service is not  available to any Users previously removed from the Service by The Listener.
    1.B. The Listener Service.
    Subject  to the terms and conditions of this Agreement, you are hereby granted a  non-exclusive, limited, non-transferable, freely revocable license to  use the Service as permitted by the features of the Service. The Listener reserves all rights not expressly granted herein in the Service and the The Listener Content (as defined below). The Listener may terminate this  license at any time for any reason or no reason.
    1.C. The Listener Accounts
    Your The Listener account gives you access to the services and functionality  that we may establish and maintain from time to time and in our sole  discretion. Accounts are for individuals only and sharing accounts with  multiple people, including people at the same company is strictly  forbidden and will result in losing the account without refund. We may  maintain different types of accounts for different types of Users. If  you open a The Listener account on behalf of a company, Company, or other  entity, then (a) “you” includes you and that entity, and (b) you  represent and warrant that you are an authorised representative of the  entity with the authority to bind the entity to this Agreement, and that  you agree to this Agreement on the entity’s behalf.
    When creating  your account, you must provide accurate and complete information.  You  are solely responsible for the activity that occurs on your account, and  you must keep your account password secure.  We encourage you to use  “strong” passwords (passwords that use a combination of upper and lower  case letters, numbers and symbols) with your account.  You must notify The Listener immediately of any breach of security or unauthorised use of  your account. The Listener will not be liable for any losses caused by any  unauthorised use of your account.
    You may control your User profile and how you interact with the Service by changing the settings  in your settings page. By providing The Listener your email address you  consent to our using the email address to send you Service-related  notices, including any notices required by law, in lieu of communication  by postal mail.  We may also use your email address to send you other  messages, such as changes to features of the Service and special offers.   If you do not want to receive such email messages, you may opt out or  change your preferences in your settings page.  Opting out may prevent  you from receiving email messages regarding updates, improvements, or  offers.
    1.D. Service Rules
    You  agree not to engage in any of the following prohibited activities: (i)  copying, distributing, or disclosing any part of the Service in any  medium, including without limitation by any automated or non-automated  “scraping”; (ii) using any automated system, including without  limitation “robots,” “spiders,” “offline readers,” etc., to access the  Service in a manner that sends more request messages to the The Listener servers than a human can reasonably produce in the same period of time  by using a conventional on-line web browser (iii) transmitting spam,  chain letters, or other unsolicited email; (iv) attempting to interfere  with, compromise the system integrity or security or decipher any  transmissions to or from the servers running the Service; (v) taking any  action that imposes, or may impose at our sole discretion an  unreasonable or disproportionately large load on our infrastructure;  (vi) uploading invalid data, viruses, worms, or other software agents  through the Service; (vii) collecting or harvesting any personally  identifiable information, including account names, from the Service;  (viii) using the Service for any commercial solicitation purposes; (ix)  impersonating another person or otherwise misrepresenting your  affiliation with a person or entity, conducting fraud, hiding or  attempting to hide your identity; (x) interfering with the proper  working of the Service; (xi) accessing any content on the Service  through any technology or means other than those provided or authorised  by the Service; or (xii) bypassing the measures we may use to prevent or  restrict access to the Service, including without limitation features  that prevent or restrict use or copying of any content or enforce  limitations on use of the Service or the content therein; or (xiii)  monetising The Listener content through advertising, subscriptions or other  means.
    We may, without prior notice, change the Service; stop  providing the Service or features of the Service, to you or to users  generally; or create usage limits for the Service.  We may permanently  or temporarily terminate or suspend your access to the Service without  notice and liability for any reason, including if in our sole  determination you violate any provision of this Agreement, or for no  reason.  Upon termination for any reason or no reason, you continue to  be bound by this Agreement.
    You are solely responsible for your  interactions with other The ListenerUsers.  We reserve the right, but have  no obligation, to monitor disputes between you and other Users.  The Listener shall have no liability for your interactions with other  Users, or for any User’s action or inaction.
  2. Our Proprietary Rights
    The  Service and all materials therein or transferred thereby, including,  without limitation, software, images, text, graphics, illustrations,  logos, patents, trademarks, service marks, copyrights and photographs  (the “The Listener Content”), and all Intellectual Property Rights related  thereto, are the exclusive property of The Listenerand its licensors.   Except as explicitly provided herein, nothing in this Agreement shall  be deemed to create a license in or under any such Intellectual Property  Rights, and you agree not to sell, license, rent, modify, distribute,  copy, reproduce, transmit, publicly display, publicly perform, publish,  adapt, edit or create derivative works from any The Listener Content.  Use  of the The Listener Content for any purpose not expressly permitted by this  Agreement is strictly prohibited.
    You may choose to or we may  invite you to submit comments or ideas about the Service, including  without limitation about how to improve the Service or our products  (“Ideas”).  By submitting any Idea, you agree that your disclosure is  gratuitous, unsolicited and without restriction and will not place  The Listener under any fiduciary or other obligation, and that we are free  to use the Idea without any additional compensation to you, and/or to  disclose the Idea on a non-confidential basis or otherwise to anyone.   You further acknowledge that, by acceptance of your submission,  The Listener does not waive any rights to use similar or related ideas  previously known to The Listener, or developed by its employees, or  obtained from sources other than you.
  3. Interacting with the Service and User Content
    3.A. Your User Content. Some areas of the Service allow Users to post content such as profile  information, comments, questions, images, and other content or  information. Any content or information a User submits, posts, displays,  links to, or otherwise makes available on the Service is referred to as  “User Content.” We claim no ownership rights over User Content created  or provided by you. The User Content you create remains yours; however,  by sharing User Content through the Service, you agree to allow others  to view, edit, and/or share your User Content in accordance with your  settings and this Agreement. The Listener has the right (but not the  obligation) in its sole discretion to remove any User Content that is  shared via the Service.
    3.B. How We and Other Users can Use Your Content. By posting or otherwise making available any User Content on the  Service, you hereby expressly grant, and you represent and warrant that  you have all rights necessary to grant, to The Listener a royalty-free,  sublicensable, transferable, perpetual, non-exclusive, worldwide license  to use, reproduce, modify, publish, list information regarding, edit,  translate, distribute, syndicate, publicly perform, publicly display,  and make derivative works of all such User Content and your name, voice,  and/or likeness as contained in your User Content, in whole or in part,  and in any form, media or technology, whether now known or hereafter  developed, for use in connection with the Service and The Listener’s (and  its successors’ and affiliates’) business, including without limitation  for promoting and redistributing part or all of the Service (and  derivative works thereof) in any media formats and through any media  channels. You also hereby grant each User of the Service a non-exclusive  license to access your User Content through the Service, and to use,  reproduce, modify, distribute, display and perform such User Content as  permitted through the functionality of the Service and under this  Agreement.
    Your Responsibilities.
    3.D. What Not to Post. You agree not to post User Content that: (i) may create a risk of harm,  loss, physical or mental injury, emotional distress, death, disability,  disfigurement, or physical or mental illness to you, to any other  person, or to any animal; (ii) may create a risk of any other loss or  damage to any person or property; (iii) seeks to harm or exploit  children by exposing them to inappropriate content, asking for  personally identifiable details or otherwise; (iv) may constitute or  contribute to a crime or tort; (v) contains any information or content  that we deem to be unlawful, harmful, abusive, racially or ethnically  offensive, defamatory, obscene, infringing, invasive of personal privacy  or publicity rights, harassing, humiliating to other people (publicly  or otherwise), libelous, threatening, profane, or otherwise  objectionable; (vi) contains any information or content that is illegal  (including, without limitation, the disclosure of insider information  under securities law or of another party’s trade secrets); (vii)  contains any information or content that you do not have a right to make  available under any law or under contractual or fiduciary  relationships; or (viii) contains any information or content that you  know is not correct and current.
    3.E. Respecting Others' Rights. You agree that any User Content that you post does not and will not  violate third-party rights of any kind, including without limitation any  Intellectual Property Rights (as defined below) or rights of privacy.  To the extent that your User Content contains music, you hereby  represent that you are the owner of all the copyright rights, including  without limitation the performance, mechanical, and sound recordings  rights, with respect to each and every musical composition (including  lyrics) and sound recording contained in such User Content and have the  power to grant the license granted below.
    3.F. Definition of Intellectual Property. For the purposes of this Agreement, “Intellectual Property Rights”  means all patent rights, copyright rights, mask work rights, moral  rights, rights of publicity, trademark, trade dress and service mark  rights, goodwill, trade secret rights and other intellectual property  rights as may now exist or hereafter come into existence, and all  applications therefore and registrations, renewals and extensions  thereof, under the laws of any state, country, territory or other  jurisdiction.
    3.G. User Content Representations and Warranties. In connection with your User Content, you affirm, represent and warrant  the following: (i) you have the written consent of each and every  identifiable natural person in the User Content to use such person’s  name or likeness in the manner contemplated by the Service and this  Agreement, and each such person has released you from any liability that  may arise in relation to such use; (ii) your User Content and any use  thereof as contemplated by this Agreement and the Service will not  violate any law or infringe any rights of any third party, including but  not limited to any Intellectual Property Rights and privacy rights;  (iii) The Listener may exercise the rights to your User Content granted  under this Agreement without liability for payment of any guild fees,  residuals, payments, fees, or royalties payable under any collective  bargaining agreement or otherwise; and (iv) to the best of your  knowledge, all your User Content and other information that you provide  to us is truthful and accurate.
    3.H. Your Conduct; Disclaimer The Listener reserves the right, but is not obligated, to to reject and/or  remove any User Content that The Listener believes, in its sole  discretion, violates these provisions. You understand that publishing  your User Content on the Service is not a substitute for registering it  with the U.S. Copyright Office, the Writer’s Guild of America, or any  other rights Company. The Listener takes no responsibility and assumes no  liability for any User Content that you or any other User or third party  posts or sends over the Service. You shall be solely responsible for  your User Content and the consequences of posting or publishing it, and  you agree that we are only acting as a passive conduit for your online  distribution and publication of your User Content. You understand and  agree that you may be exposed to User Content that is inaccurate,  objectionable, inappropriate for children, or otherwise unsuited to your  purpose, and you agree that The Listener shall not be liable for any  damages you allege to incur as a result of User Content.
  4. Paid Services
    4.A. Billing Policies. The Listener accepts certain credit cards and will automatically charge  your selected credit card for all applicable fees on a monthly or yearly  basis, depending on which account you select, until you or we cancel  your account. The account fee will be billed when you first choose to  open an account and each month or year (depending on which account you  select) thereafter unless and until you cancel your membership. Account  charges are fully earned upon payment and there are no refunds or  credits for partially used months or years, as applicable.  If any fee  is not paid in a timely manner, or The Listener is unable to process your  transaction using the credit card information provided, The Listener  reserves the right to revoke access to your The Listener account.
    All  information that you provide in connection with a monetary transaction  through the Service must be accurate, complete, and current.  You agree  to pay all charges incurred by users of your credit card, debit card, or  other payment method used in connection with a purchase or transaction  or other monetary transaction through the Service at the prices in  effect when such charges are incurred.  You will pay any applicable  taxes, if any, relating to any monetary transactions.
    If you want  to use a different credit card or if there is a change in your credit  card validity or expiration date, you may edit your information by  accessing your account setting page. If your credit card reaches its  expiration date, your continued use of The Listener constitutes your  authorization for us to continue billing that credit card and you  remain responsible for any uncollected amounts. It is your  responsibility to keep your contact information and payment information  current and updated.
    4.B. No Refunds. You may cancel your The Listener account at any time; however, there are  no refunds for cancellation; if you cancel before the end of your  billing cycle you have access to your account for the remainder of the  billing cycle.  In the event that The Listener suspends or terminates your  account or this Agreement for your breach of this Agreement, you  understand and agree that you shall receive no refund or exchange for  any unused time on a subscription, any license or subscription fees for  any portion of the Service, any content or data associated with your  account, or for anything else.
    4.C. Payment Information; Taxes. All information that you provide in connection with a purchase or  transaction or other monetary transaction interaction with the Service  must be accurate, complete, and current.  You agree to pay all charges  incurred by users of your credit card, debit card, or other payment  method used in connection with a purchase or transaction or other  monetary transaction interaction with the Service at the prices in  effect when such charges are incurred.  You will pay any applicable  taxes, if any, relating to any such purchases, transactions or other  monetary transaction interactions.
  5. No Professional Advice
    If  the Service provides professional information (for example, financial,  legal or medical), such information is for informational purposes only  and should not be construed as professional advice.  No action should be  taken based upon any information contained in the Service.  You should  seek independent professional advice from a person who is licensed  and/or qualified in the applicable area.
  6. Privacy
    We  care about the privacy of our Users.  You understand that by using the  Services you consent to the collection, use and disclosure of your  personally identifiable information and aggregate data as set forth in  our Privacy Policy (https://thelistener.co/privacy),  and to have your personally identifiable information collected, used,  transferred to and processed in the United States, where applicable.
  7. Security
    The Listener  cares about the integrity and security of your personal information.   However, we cannot guarantee that unauthorised third parties will never  be able to defeat our security measures or use your personal  information for improper purposes.  You acknowledge that you provide  your personal information at your own risk.
  8. DMCA Notice
    Since  we respect artist and content owner rights, it is The Listener’s policy to  respond to alleged infringement notices that comply with the Digital  Millennium Copyright Act of 1998 (“DMCA”).
    If you believe that  your copyrighted work has been copied in a way that constitutes  copyright infringement and is accessible via the Service, please notify  The Listener’s copyright agent as set forth in the DMCA. For your complaint  to be valid under the DMCA, you must provide the following information  in writing:
    An electronic or physical signature of a person authorised to act on behalf of the copyright owner;
    Identification of the copyrighted work that you claim has been infringed;
    Identification of the material that is claimed to be infringing and where it is located on the Service;
    Information  reasonably sufficient to permit The Listener to contact you, such as your  address, telephone number, and, e-mail address;
    A statement that  you have a good faith belief that use of the material in the manner  complained of is not authorised by the copyright owner, its agent, or  law; and
    A statement, made under penalty of perjury, that the  above information is accurate, and that you are the copyright owner or  are authorised to act on behalf of the owner.
    The above information must be submitted to the following DMCA Agent: support@thelistener.co
    UNDER  FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS  INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND  CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’  FEES.
    Please note that this procedure is exclusively for  notifying The Listener and its affiliates that your copyrighted material  has been infringed. The preceding requirements are intended to comply  with The Listener’s rights and obligations under the DMCA, including 17  U.S.C. §512(c), but do not constitute legal advice. It may be advisable  to contact an attorney regarding your rights and obligations under the  DMCA and other applicable laws.
    In accordance with the DMCA and  other applicable law, The Listener has adopted a policy of terminating, in  appropriate circumstances, Users who are deemed to be repeat infringers.  The Listener may also at its sole discretion limit access to the Service  and/or terminate the accounts of any Users who infringe any intellectual  property rights of others, whether or not there is any repeat  infringement.
  9. Third-Party Links
    The  Service may contain links to third-party websites, services or other  events or activities that are not owned or controlled by The Listener.   The Listener does not endorse or assume any responsibility for any such  third-party sites, information, materials, products, or services.  If  you access a third party website from the Service, you do so at your own  risk, and you understand that this Agreement and The Listener’s Privacy  Policy do not apply to your use of such sites.  You expressly relieve  The Listener from any and all liability arising from your use of any  third-party website, service, or content.
  10. Indemnity
    You  agree to defend, indemnify and hold harmless The Listener and its  subsidiaries, agents, licensors, managers, and other affiliated  companies, and their employees, contractors, agents, officers and  directors, from and against any and all claims, damages, obligations,  losses, liabilities, costs or debt, and expenses (including but not  limited to attorney’s fees) arising out of or related to: (i) your use  of and access to the Service, including any data or content transmitted  or received by you; (ii) your violation of any term of this Agreement,  including without limitation your breach of any of the representations  and warranties above; (iii) your violation of any third-party right,  including without limitation any right of privacy or Intellectual  Property Rights; (iv) your violation of any applicable law, rule or  regulation; (v) any other information or content that is submitted via  your account including without limitation misleading, false or  inaccurate information; (vi) negligent or willful misconduct; or (vii)  any other party’s access and use of the Service with your unique  username, password or other appropriate security code.
  11. No Warranty
    THE  SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  USE OF THE  SERVICE IS AT YOUR OWN RISK.  TO THE MAXIMUM EXTENT PERMITTED BY  APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND,  WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED  WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR  NON-INFRINGEMENT.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN,  OBTAINED BY YOU FROM COMPANY OR THROUGH THE SERVICE WILL CREATE ANY  WARRANTY NOT EXPRESSLY STATED HEREIN.  WITHOUT LIMITING THE FOREGOING,  COMPANY, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT  WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE  SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE  AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY  DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF  VIRUSES OR OTHER HARMFUL COMPONENTS.  ANY CONTENT DOWNLOADED OR  OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR  OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR  COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH  DOWNLOAD OR YOUR USE OF THE SERVICE.
    SOME STATES DO NOT ALLOW THE  EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY  TO YOU.  THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY  ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.  THE DISCLAIMERS  AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT  PROHIBITED BY APPLICABLE LAW.
  12. Limitation of Liability
    TO  THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL  COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR  LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL,  SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT  LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER  INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR  INABILITY TO USE, THIS SERVICE.  UNDER NO CIRCUMSTANCES WILL COMPANY BE  RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING,  TAMPERING OR OTHER UNAUTHORISED ACCESS OR USE OF THE SERVICE OR YOUR  ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
    TO THE MAXIMUM  EXTENT PERMITTED BY APPLICABLE LAW, COMPANY ASSUMES NO LIABILITY OR  RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT;  (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER,  RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY  UNAUTHORISED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL  PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION  OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN  HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY  ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY  LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED,  EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE;  AND/OR (VII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD  PARTY.  IN NO EVENT SHALL COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS,  EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS,  PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN  AMOUNT EXCEEDING THE AMOUNT YOU PAID TO COMPANY HEREUNDER OR $100.00,  WHICHEVER IS GREATER.
    THIS LIMITATION OF LIABILITY SECTION APPLIES  WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE,  STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED  OF THE POSSIBILITY OF SUCH DAMAGE.  THE FOREGOING LIMITATION OF  LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE  APPLICABLE JURISDICTION.
    SOME STATES DO NOT ALLOW THE EXCLUSION OR  LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE  LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.  THIS AGREEMENT GIVES  YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY  FROM STATE TO STATE.  THE EXCLUSIONS AND LIMITATIONS OF LIABILITY UNDER  THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE  LAW.
    The Service is, in part, controlled and operated from  facilities in the United States.  The Listener makes no representations  that the Service is appropriate or available for use in other locations.   Those who access or use the Service from other jurisdictions do so at  their own volition and are entirely responsible for compliance with all  applicable United States and local laws and regulations, including but  not limited to export and import regulations.  You may not use the  Service if you are a resident of a country embargoed by the United  States, or are a foreign person or entity blocked or denied by the  United States government.  Unless otherwise explicitly stated, all  materials found on the Service are solely directed to individuals,  companies, or other entities located in the United States.
  13. Governing Law and Arbitration.
    13.A. Governing Law. You agree that: (i) the Service shall be deemed solely based in the  United Kingdom; and (ii) the Service shall be deemed a passive one that  does not give rise to personal jurisdiction over The Listener, either  specific or general, in jurisdictions other than England and Wales.   This Agreement shall be governed by the internal substantive laws of  England and Wales, without respect to its conflict of laws principles.   The parties acknowledge that this Agreement evidences a transaction  involving interstate commerce.  The application of the United Nations  Convention on Contracts for the International Sale of Goods is expressly  excluded.
    13.B. Arbitration.  READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE  THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM  COMPANY.  You and The Listener agree that any dispute, claim, or  controversy between you and The Listener arising in connection with or  relating in any way to these Agreements or to your relationship with  The Listener as a user of the Service (whether based in contract, tort,  statute, fraud, misrepresentation, or any other legal theory, and  whether the claims arise during or after the termination of the  Agreements) will be determined by mandatory binding individual  arbitration. Arbitration is more informal than a lawsuit in court. THERE  IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION  AWARD IS LIMITED. There may be more limited discovery than in court. The  arbitrator must follow this agreement and can award the same damages  and relief as a court (including attorney fees), except that the  arbitrator may not award declaratory or injunctive relief benefiting  anyone but the parties to the arbitration. This arbitration provision  will survive termination of the Agreements.
  14. General
    14.A. Assignment. This Agreement, and any rights and licenses granted hereunder, may not  be transferred or assigned by you, but may be assigned by The Listener  without restriction.  Any attempted transfer or assignment in violation  hereof shall be null and void.
    14.B. Notification Procedures and Changes to the Agreement. The Listener may provide notifications, whether such notifications are  required by law or are for marketing or other business related purposes,  to you via email notice, written or hard copy notice, or through  posting of such notice on our website, as determined by The Listener in our  sole discretion.  The Listener reserves the right to determine the form  and means of providing notifications to our Users, provided that you may  opt out of certain means of notification as described in this  Agreement.  The Listener is not responsible for any automatic filtering you  or your network provider may apply to email notifications we send to  the email address you provide us.  The Listener may, in its sole  discretion, modify or update this Agreement from time to time, and so  you should review this page periodically.  When we change the Agreement  in a material manner, we will update the ‘last modified’ date at the  bottom of this page.  Your continued use of the Service after any such  change constitutes your acceptance of the new Terms of Service.  If you  do not agree to any of these terms or any future Terms of Service, do  not use or access (or continue to access) the Service.
    14.C. Entire Agreement/Severability. This Agreement, together with any amendments and any additional  agreements you may enter into with The Listener in connection with the  Service, shall constitute the entire agreement between you and The Listener  concerning the Service.  If any provision of this Agreement is deemed  invalid by a court of competent jurisdiction, the invalidity of such  provision shall not affect the validity of the remaining provisions of  this Agreement, which shall remain in full force and effect, except that  in the event of unenforceability of the universal Class Action/Jury  Trial Waiver, the entire arbitration agreement shall be unenforceable.
    13.D. No Waiver. No waiver of any term of this Agreement shall be deemed a further or  continuing waiver of such term or any other term, and The Listener’s  failure to assert any right or provision under this Agreement shall not  constitute a waiver of such right or provision.
    14.E. Government Use Rights. If the Service is licensed to the United States government or any  agency thereof, then the Service will be deemed to be “commercial  computer software” and “commercial computer software documentation,”  respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212,  as applicable.  Any use, reproduction, release, performance, display or  disclosure of the Service and any accompanying documentation by the U.S.  Government will be governed solely by these Terms of Service and is  prohibited except to the extent expressly permitted by these Terms of  Service.
    14.F. Contact. Please contact us at support@thelistener.co with any questions regarding this Agreement.
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