Effective Date: August 4 2014
ListenFirst Media, LLC (“ListenFirst”, “we” or “us”) publishes or makes available data services and products (collectively, the “Data Deliverables”), subject to your agreement to and compliance with the conditions set forth in this Data Deliverables Terms of Service (the “Agreement”). This Agreement sets forth the legally binding terms and conditions governing your use of the Data Deliverables. By soliciting, accessing or otherwise using the Data Deliverables and/or otherwise entering into this Agreement, you are creating a binding contract with ListenFirst regarding the Data Deliverables.
ListenFirst may revise or update the Agreement by posting an amended Agreement on its website and/or otherwise making you aware of the revisions. If not demonstrated in an alternative manner, your accessing, solicitation of or use of the Data Deliverables following an update to this Agreement is considered acceptance of the updated Agreement.
As long as you are in compliance with the conditions of this Agreement, ListenFirst hereby grants you a limited, revocable, non-assignable, non-transferrable, non-sublicensable, non-exclusive license to use and access the Data Deliverables. The Data Deliverables, and the information contained therein, may not be reproduced, published, transmitted or copied without ListenFirst’s advance written consent. You may not make any changes to the Data Deliverables, including but not limited to the creation of any derivative works based on the Data Deliverables, alteration of any data in the Data Deliverables or removal or alteration of any of the trademarks appearing thereon. You may not sell or offer to sell the Data Deliverables, or any copies thereof.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the issuance of Data Deliverables, or to change the terms upon which the Data Deliverables are issued, including but not limited to sales terms.
The Data Deliverables may contain typographical errors or inaccuracies, and may not be complete or current. We reserve the right to correct any such errors, inaccuracies or omissions and to change or update information at any time without prior notice.
DISCLAIMERS AND LIMITATION ON LIABILITY
YOU AGREE AND ACKNOWLEDGE THAT THE DATA DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. LISTENFIRST, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, ACCURACY, SUITABILITY, APPLICABILITY, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER WARRANTIES OF ANY KIND. NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM LISTENFIRST SHALL CREATE ANY WARRANTY. USE OF THE DATA DELIVERABLES IS AT YOUR SOLE RISK.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LISTENFIRST OR ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES AND SUPPLIER (COLLECTIVELY, THE “RELATED PARTIES”) BE LIABLE TO YOU BASED ON OR RELATED TO THE DATA DELIVERABLES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE DATA DELIVERABLES, EVEN IF LISTENFIRST AND/OR RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Notwithstanding the foregoing, in the event that a court shall find that the above disclaimers are not enforceable, then you agree that neither ListenFirst nor any of the Related Parties shall be liable for (1) any damages in excess of $100.00 or (2) any indirect, incidental, punitive, special, or consequential damages or loss of use, lost revenue, lost profits or data to you or any third party from your use of the Data Deliverables. This limitation shall apply regardless of the basis of your claim or whether or not the limited remedies provided herein fail of their essential purpose.
This limitation shall not apply to any damage that ListenFirst causes you intentionally and knowingly in violation of this Agreement or applicable law that cannot be disclaimed in this Agreement.
All Data Deliverables are © ListenFirst Media, LLC. All Rights Reserved. ListenFirst’s graphics, logos, names and designs are trademarks, trade names and/or trade dress of ListenFirst. All product/property names, brands, names of services, trademarks and service marks (“Marks”) are the property of Listen or the property of their respective owners, as may be indicated. You may not use the Marks or copyrights for any purpose whatsoever other than as permitted by this Agreement or in another Agreement with ListenFirst.
DISPUTES, GOVERNING LAW AND JURISDICTION
This Agreement is governed by and shall be construed in accordance with the laws of the State of New York, U.S.A., excluding the application of its conflict of law rules. You agree that any dispute arising out of or relating to the Data Deliverables, or to ListenFirst, may only be brought by you in a state or federal court located in New York County, New York. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN NEW YORK.