LSTN2U™

This Terms of Service (the "Terms") is a binding agreement between you ("End User" or "you") and Pinpoint Data AI, LLC ("LSTN2U"). These Terms govern your use of LSTN2U's website located at lstn2u.us (the "Site") and the artificial intelligence-powered interactive services through the Site (together with the Site, the "Services"). The Services are licensed, not sold, to you.

BY CLICKING THE BOX TO INDICATE ACCEPTANCE, BY USING THE SITE, OR OTHERWISE USING THE SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THESE TERMS AND THE LSTN2U PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SITE AND CEASE USE OF THE SERVICES.

1. Access to Services

Subject to these Terms, LSTN2U grants you a limited, non-exclusive, and nontransferable license to use the website for your personal, non-commercial use on devices owned or otherwise controlled by you. LSTN2U will deliver the Services to you in accordance with the applicable order form or as stated during account sign up. Whether the Services will auto-renew will be listed on the applicable order form. Notice of non-renewal or changes to your account must be given at least thirty days before the start of the next billing cycle.

2. Modification to these Terms and the Services

LSTN2U may, at its sole discretion, change these Terms, including the Privacy Policy, from time to time. If changes occur, we will notify you by email to the email affiliated with your account. Updated versions do not apply retroactively and shall provide the date they go into effect. We recommend that you check the Terms and Privacy Policy periodically for changes. Your continued use of the Services following the posting of any changes to the Terms means you accept those new terms.

Additionally, LSTN2U reserves the right to modify, suspend, or discontinue all or a portion of the Services, whether temporarily or permanently at any time for any reason. You agree that LSTN2U shall not be liable to you for any modification, suspension, or discontinuation of the Services. LSTN2U may also impose limits on certain features and services, restrict your access to parts or all of the Services, and suspend or terminate users without notice or liability.

3. Communications

You consent to accept and receive communications from us, including e-mail. You may opt-out of receiving marketing communications by following the unsubscribe options we provide to you but some transactional messages are deemed to be part of the Services.

4. Account

You may access the Site without registering for an account, but as a condition of using certain Services, you are required to create an LSTN2U account (an "Account").

You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your devices and you hereby agree to accept responsibility for all activities, charges, and damages that occur under your Account. If you discover any unauthorized use of your Account, or other known account-related security breach, you must report it to LSTN2U immediately. You agree that you are responsible for anything that happens through your Account until you close your Account or prove that your Account security was compromised due to no fault of your own. LSTN2U cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

5. Payment

While we may offer portions of the Services for free, we may charge for access to certain features of the Services. When paid by you, these payments are final and non-refundable. LSTN2U will charge, and you authorize LSTN2U to charge, the payment method you specify at the time of purchase. If you pay any amounts with a credit card, LSTN2U may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has credit available for your intended purchase.

LSTN2U reserves the right to establish, remove, and/or revise prices, fees, taxes, and/or surcharges for any or all services or goods obtained through the use of the Services at any time. Regardless of the cause, LSTN2U reserves the right to charge the final price at checkout, including without limitation all applicable transaction taxes.

6. License Restrictions

You shall not:

• use the Services in a way that violates LSTN2U policies or usage limits;
• use the Services in any way to monitor or evaluate the availability, performance or functionality of the Services for any competitive purpose, or perform or assist any other party to perform any benchmarking on the Services;
• use the Services for any illegal purpose, or in violation of any local, state, national, or international law;
• allow minors to use the Services without consent from their parent or guardian;
• use the Services in a way that violates third parties' rights;
• copy any portion of the Services, except as expressly permitted by this license;
• reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof;
• remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services, including any copy thereof;
• remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Services;
• interfere with or disrupt the Services, including circumvent any rate limits or restrictions or bypass any protective measures or safety mitigations for the Services;
• directly or indirectly take any action that imposes or may impose (as determined by LSTN2U in its sole discretion) an unreasonable or disproportionately large load on LSTN2U or its third-party providers' infrastructure; interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; run Mail list, Listserv, or any form of auto-responder or "spam" on the Services; or use manual or automated software, devices, or other processes to scrape any page of the Services; or
• create a false identity on the Services, misrepresent your identity, impersonate any person, create a profile for anyone other than you, or use or attempt to use another account.

If for any reason, LSTN2U determines that you have failed to follow these rules, we reserve the right to prohibit any and all current or future use of the Services by you. If we have reason to suspect, or learn that anyone is violating these Terms, we may investigate and/or take legal action as necessary including bringing a lawsuit for damages caused by the violation. We reserve the right to investigate and take appropriate legal action, including without limitation, cooperating with and assisting law enforcement or government agencies in any resulting investigations of illegal conduct.

7. Reservation of Rights

You acknowledge and agree that the Services, including the Site, is provided under license, and not sold, to you. You do not acquire any ownership interest in the Services under these Terms, or any other rights thereto other than to use the Site and Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms. LSTN2U, and its licensors and service providers, reserve and shall retain their entire right, title, and interest in and to the Services and Site, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms.

8. Content and User Content

Through the Services, or via other users, LSTN2U, may make accessible various content, including, but not limited to, videos, photographs, images, artwork, graphics, audio clips, comments, data, text, software, scripts, campaigns, other material and information, and associated trademarks and copyrightable works (collectively, "Content"). You have no rights in or to the Content other than as permitted herein to use or access the Services.

You retain your rights to any Content you submit, post or display on or through the Services ("User Content"). LSTN2U does not receive any rights to the User Content except for the limited rights as necessary for LSTN2U to provide the Services, comply with applicable law, enforce our policies, and prevent abuse. LSTN2U will not use User Content to develop or improve the Services without your explicit consent.

You hereby grant LSTN2U the rights necessary to perform these activities, and this permission extends to our affiliates and trusted third parties with which LSTN2U works. You are responsible for all input and represent and warrant that you have all rights, licenses, and permissions required to provide input to the Services. You are solely responsible for all use of the outputs and for evaluating the accuracy and appropriateness of output for your use case.

9. Collection and Use of Your Information

You acknowledge that when you use the Site, LSTN2U uses automatic means (including, for example, cookies and web beacons) to collect information about your device and about your use of the Services. You may also be required to provide certain information about yourself as a condition to use the Services or certain features or functionalities. All information we collect through or in connection with these Terms is subject to the LSTN2U Privacy Policy. By using the Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

10. Geographic Restrictions

The Content and Services are based in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you are responsible for compliance with local laws.

11. Updates

LSTN2U may from time to time in its sole discretion develop and provide updates to the Services, which may include upgrades, bug fixes, patches, other error corrections, and/or new features for the Site (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that LSTN2U has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You agree that all Updates will be deemed part of the Site and be subject to all terms and conditions of these Terms.

12. Third-Party Materials

The Services may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials"). You acknowledge and agree that LSTN2U is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. LSTN2U does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

13. Intellectual Property

You do not acquire any ownership interest in the Services under these Terms, or any other rights thereto other than the limited rights to use the Services in accordance with the Terms. LSTN2U and its licensors and service providers, reserve and shall retain their entire right, title, and interest in and to the Services and Site, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms.

You may not submit or contribute any content without the permission of the content owner, or otherwise infringe the copyright, trademark, or other rights of any third party.

If you provide feedback, you grant LSTN2U the right to use and exploit feedback without restriction or compensation.

14. Term and Termination

The term of these Terms commences when you acknowledge your acceptance and will continue in effect until terminated by you or LSTN2U as set forth in this section. You may cancel your account at any time through your account settings.

We may suspend or cancel your account without notice to you for any reason or no reason at all, including but not limited to if you violate these Terms, you create risk or possible legal exposure for us, your account should be removed due to unlawful conduct, or our provision of the Services to you is no longer commercially viable. LSTN2U reserves the right to remove your account information along with any account settings from our servers with NO liability or further notice to you. Upon termination of your account, your license to use LSTN2U's Services terminates.

The following provisions will survive termination or expiration of these Terms: Sections 5 (Payment), 7 (Reservation of Rights), 8 (Content and User Content), 9 (Collection and Use of Your Information), 13 (Intellectual Property), 16 (Disclaimer of Warranties), 17 (Limitation of Liability), 18 (Dispute Resolution and Class Action Waiver), 19 (Indemnification), 20 (Severability), 22 (Governing Law), and 23 (Entire Agreement).

15. Copyright Infringement

LSTN2U complies with the Digital Millennium Copyright Act (DMCA). LSTN2U will remove infringing materials in accordance with the DMCA if properly notified that content infringes copyright. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify LSTN2U's Copyright Agent by email at support@LSTN2U.com. Please do not send notices or inquiries about anything other than alleged copyright infringement or other intellectual property claims to our Agent for Notice. Your email must contain the following information (please confirm these requirements with your legal counsel, or see the U.S. Copyright Act, for more information):

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an e-mail address;
• a description of the copyrighted work that you claim has been infringed;
• a description of where the material that you claim is infringing is located on the Services, sufficient for LSTN2U to locate the material; your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.

If you fail to comply with these notice requirements, your notification may not be valid. Under the Copyright Act, any person who knowingly materially misrepresents that material is infringing or was removed or disabled by mistake or misidentification may be subject to liability.

In accordance with the DMCA, LSTN2U has adopted a policy of, in appropriate circumstances, terminating User accounts that are repeat infringers of the intellectual property rights of others. LSTN2U also may terminate User accounts even based on a single infringement.

Counter-Notice

If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your content, you may send a written counter-notice containing the following information to the Copyright Agent: (1) Your physical or electronic signature; (2) Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; (3) A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and (4) Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in Dallas County, Texas, and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the Copyright Agent, LSTN2U may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at LSTN2U's sole discretion.

16. Disclaimer of Warranties

THE SERVICES ARE PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LSTN2U, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, LSTN2U PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

Despite anything to the contrary in the Agreement: (a) you may choose to use beta versions (test versions) of the Services in your sole discretion; (b) beta versions of the Services may not be supported and may be changed at any time without notice; (c) beta versions of the Services may not be as reliable or available as the Services; and (d) LSTN2U WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA VERSIONS OF THE SERVICES.

17. Limitation of Liability

EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED, IN NO EVENT SHALL LSTN2U, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF THE TOTAL AMOUNT PAID IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM OR FIVE HUNDRED U.S. DOLLARS ($500.00), WHICHEVER IS LESS. SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, LSTN2U'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

18. Dispute Resolution and Class Action Waiver

Arbitration

Any dispute, controversy, or claim arising out of or related in any way to between you and LSTN2U which cannot be amicably resolved by the parties after 60 days shall be submitted to non-binding mediation within 90 days. Each party shall bear its own costs relating to the mediation irrespective of its outcome. Should mediation not resolve the dispute, controversy, or claim, the parties will submit to arbitration within 30 days of the termination of the mediation. Arbitration will be administered by the American Arbitration Association in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place before a single arbitrator sitting in Multnomah County, Oregon. The language of the arbitration shall be English. The arbitrator will be bound to adjudicate all disputes in accordance with the laws of the State of Oregon. The decision of the arbitrator shall be in writing with written findings of fact and shall be final and binding on the parties. The arbitrator shall be empowered to award money damages, but shall not be empowered to award incidental damages, consequential damages, indirect damages, statutory damages, special damages, exemplary damages, punitive damages, or specific performance. The prevailing party shall be awarded their reasonable costs and attorneys' fees.

CLASS ACTION WAIVER

YOU AGREE THAT THE ARBITRATION OF ANY DISPUTE SHALL BE CONDUCTED ON AN INDIVIDUAL, NOT A CLASS-WIDE BASIS, AND THAT NO SUCH ARBITRATION PROCEEDINGS MAY BE CONSOLIDATED WITH ANY OTHER ARBITRATION OR OTHER LEGAL PROCEEDINGS INVOLVING ANY OF THE RELEASED PARTIES. YOU AGREE THAT YOU AND ANYONE ASSERTING A CLAIM THROUGH YOU WILL NOT BE A CLASS REPRESENTATIVE, CLASS MEMBER, OR OTHERWISE PARTICIPATE IN A CLASS, REPRESENTATIVE, OR CONSOLIDATED PROCEEDING AGAINST ANY OF THE RELEASED PARTIES. THE PARTIES AGREE THAT THE ARBITRATOR OF ANY DISPUTE BETWEEN THEM MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS OR REPRESENTATIVE PROCEEDING OR CLAIM (SUCH AS A CLASS ACTION, REPRESENTATIVE ACTION, CONSOLIDATED ACTION OR PRIVATE ATTORNEY GENERAL ACTION). IF THE FOREGOING CLASS ACTION WAIVER ("CLASS ACTION WAIVER") OR ANY PORTION THEREOF IS FOUND TO BE INVALID, ILLEGAL, UNENFORCEABLE, UNCONSCIONABLE, VOID OR VOIDABLE, THEN SUCH DISPUTE WILL BE DECIDED BY THE OREGON STATE COURTS, MULTNOMAH COUNTY, STATE OF OREGON. ANY CLAIM THAT ALL OR PART OF THE CLASS ACTION WAIVER IS INVALID, ILLEGAL, UNENFORCEABLE, UNCONSCIONABLE, VOID OR VOIDABLE MAY BE DETERMINED ONLY BY A COURT OF COMPETENT JURISDICTION AND NOT BY AN ARBITRATOR.

Arbitration Severability

If any part of this Section 18 is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class or representative arbitration, this Section 18 will be unenforceable in its entirety. Nothing in this section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of that claim from the arbitrator.

19. Indemnification

You agree to indemnify, defend, and hold harmless LSTN2U and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to your use or misuse of the Services or your breach of these Terms.

20. Severability

If any provision of these Terms is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms will continue in full force and effect.

21. US Government Rights

The Services are a "commercial product" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Services as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.

22. Governing Law

These Terms are governed by and construed in accordance with the internal laws of the State of Oregon without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to these Terms and our Privacy Policy shall be instituted exclusively in the federal courts of the United States or the courts of the State of Oregon in each case located in Multnomah County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

23. Entire Agreement

These Terms, together with our Privacy Policy and any applicable rules or statements on the Services as of your date of access, constitute the entire agreement between you and LSTN2U with respect to the Site and Services and supersede all prior or contemporaneous understandings, agreements, or representations, whether written or oral, relating to the same subject matter.

24. Waiver

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between these Terms and any applicable purchase or other agreement, these Terms shall govern.

25. Contact

If you have any questions regarding these Terms, please contact us at support@LSTN2U.com.