LISTEN MONKEY Terms of Use

Effective as of: January 31, 2024

Introduction

Please read these Terms of Use ("Terms") carefully as they govern your use of (which includes access to) LISTEN MONKEY's personalized services for podcasts and other content, including all of our websites and software applications that incorporate or link to these Terms (collectively, the "Service") and any podcasts or other material that is made available through the LISTEN MONKEY Service ("Content").

Use of the Service is subject to the Privacy Policy and additional terms and conditions presented by LISTEN MONKEY, all of which are made part of these Terms by this reference. By signing up for, or otherwise using, the Service, you agree to these Terms. If you do not agree to these Terms, then you must not use the Service or access any Content.

THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 6 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND. IN ARBITRATION THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT.

Age and eligibility requirements

BY USING THE SERVICE, YOU AFFIRM THAT YOU ARE 18 YEARS OR OLDER TO ENTER INTO THESE TERMS, OR, IF YOU ARE NOT, THAT YOU ARE 13 YEARS OR OLDER AND HAVE OBTAINED PARENTAL OR GUARDIAN CONSENT TO ENTER INTO THESE TERMS. Additionally, in order to use the Service and access any Content, you represent that: you reside in the United States, and any registration and account information that you submit to LISTEN MONKEY is true, accurate, and complete, and you agree to keep it that way at all times.

The Service

Service options

We provide numerous Service options. Certain Service options are provided free of charge, while other options require payment before they can be accessed ("Paid Subscriptions"). We may also offer special promotional plans, memberships, or services, including offerings of third-party products and services. We are not responsible for the products and services provided by such third parties.

Third-party applications, devices and open source software

The Service may be integrated with, or may otherwise interact with, third-party applications, websites, and services ("Third-Party Applications") and third-party personal computers, mobile handsets, tablets, wearable devices, speakers, and other devices ("Devices"). Your use of such Third-Party Applications and Devices may be subject to additional terms, conditions, and policies provided to you by the applicable third party. LISTEN MONKEY does not guarantee that Third-Party Applications and Devices will be compatible with the Service.

Service limitations and modifications

We use reasonable efforts to keep the Service operational and to provide you with a personalized audio experience. However, LISTEN MONKEY reserves the right to change our Service offerings and their availability from time to time, without notice or liability to you. For example:

1. The Service may experience temporary interruptions due to technical difficulties, maintenance or testing, or updates, including those required to reflect changes in relevant laws and regulatory requirements.
2. We aim to evolve and improve the Service constantly, and we may modify, suspend, or stop (permanently or temporarily) providing all or part of the Service (including particular functions, features, subscription plans, and promotional offerings).
3. The Developer has no obligation to provide any specific content through the Service, and the Developer or the applicable owners may remove particular podcasts and other Content without notice.

If you have prepaid fees directly to LISTEN MONKEY for a Paid Subscription that LISTEN MONKEY permanently discontinues prior to the end of your Prepaid Period (as that term is defined in the "Payments and cancellations" section below), LISTEN MONKEY will refund you the prorated portion of the prepaid fees for the Pre-Paid Period after such discontinuation. Your account and billing information must be up to date in order for us to refund you.

Your Use of the Service

Creating a account

You may need to create a LISTEN MONKEY account to use all or part of the Service. Your username and password are for your personal use only and should be kept confidential. You understand that you are responsible for all use (including any unauthorized use) of your username and password. Notify our customer service team immediately if your username or password is lost or stolen, or if you believe there has been unauthorized access to your account. The Developer may reclaim, or require you to change, your username for any reason.

Your rights to use the Service

Subject to your compliance with these Terms (including any other applicable terms and conditions), we grant to you limited, non-exclusive, revocable permission to make personal, non-commercial use of the Service and the Content (collectively, "Access"). This Access shall remain in effect unless and until terminated by you or the Developer. You agree that you will not redistribute or transfer the Service or the Content. The LISTEN MONKEY software applications and the Content are licensed, not sold or transferred to you, and the Developer and its licensors retain ownership of all copies of the LISTEN MONKEY software applications and Content even after installation on your Devices.

The Service and the Content are the property of LISTEN MONKEY or LISTEN MONKEY's licensors. All LISTEN MONKEY trademarks, service marks, trade names, logos, domain names, and any other features of the LISTEN MONKEY brand ("LISTEN MONKEY Brand Features") are the sole property of LISTEN MONKEY or its licensors. These Terms do not grant you any rights to use any LISTEN MONKEY Brand Features whether for commercial or non-commercial use.

Payments and cancellation

Billing

You may purchase a Paid Subscription directly from LISTEN MONKEY or through a third party either by:

1. paying a subscription fee plus applicable taxes in advance on a monthly basis or some other recurring interval disclosed to you prior to your purchase

Tax rates are calculated based on the information you provide and the applicable rate at the time of your monthly charge.

Price and tax changes

LISTEN MONKEY may from time to time make changes to Paid Subscriptions, including recurring subscription fees, the Prepaid Period (for periods not yet paid), or Codes, and will communicate any price changes to you in advance. Price changes will take effect at the start of the next subscription period following the date of the price change and, by continuing to use the Service after the price change takes effect, you will have accepted the new price. If you do not agree to a price change, you can reject the change by unsubscribing from the applicable Paid Subscription prior to the price change going into effect.

Tax rates are based on the rates applicable at the time of your monthly charge. These amounts can change over time with local tax requirements in your country, state, territory, county, or city. Any change in tax rate will be automatically applied based on the account information you provide.

Renewal and cancellation

With the exception of Paid Subscriptions for a Prepaid Period, your payment to LISTEN MONKEY or the third party through which you purchased the Paid Subscription will automatically renew at the end of the applicable subscription period, unless you cancel your Paid Subscription before the end of the then-current subscription period.The cancellation will take effect the day after the last day of the current subscription period, and you will be downgraded to the free version of the Service. We do not provide refunds or credits for any partial subscription periods, except as expressly stated in these Terms.

Customer Support

For customer support with account- and payment-related questions, please contact us at i@listen-monkey.com.

Problems and Disputes

Suspending and terminating the Service

These Terms will continue to apply to you until terminated by either you or LISTEN MONKEY. LISTEN MONKEY may terminate these Terms (including any additional terms and conditions incorporated herein) or suspend your access to the Service at any time if we believe you have breached any of these Terms, if we stop providing the Service or any material component thereof, or as we believe necessary to comply with applicable law. If you or LISTEN MONKEY terminate these Terms, or if LISTEN MONKEY suspends your access to the Service, you agree that LISTEN MONKEY shall have no liability or responsibility to you, and (except as expressly provided in these Terms) LISTEN MONKEY will not refund any amounts that you have already paid. You may terminate these Terms at any time, in which case you may not continue accessing or using the Service.

Warranty disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. FURTHER, LISTEN MONKEY AND ALL OWNERS OF THE CONTENT DISCLAIM ANY EXPRESS, IMPLIED, AND STATUTORY WARRANTIES REGARDING THE CONTENT, INCLUDING WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER LISTEN MONKEY NOR ANY OWNER OF CONTENT WARRANTS THAT THE SERVICE OR CONTENT IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, LISTEN MONKEY MAKES NO REPRESENTATION REGARDING, NOR DOES IT WARRANT OR ASSUME ANY RESPONSIBILITY FOR, ANY THIRD-PARTY APPLICATIONS (OR THE CONTENT THEREOF), USER CONTENT, DEVICES OR ANY PRODUCT OR SERVICE ADVERTISED, PROMOTED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE, AND LISTEN MONKEY IS NOT RESPONSIBLE FOR ANY TRANSACTIONS BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF THE FOREGOING. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM LISTEN MONKEY SHALL CREATE ANY WARRANTY ON BEHALF OF LISTEN MONKEY.THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Limitation of liability and time for filing a claim

YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICE IS TO UNINSTALL ANY LISTEN MONKEY SOFTWARE AND TO STOP USING THE SERVICE. YOU AGREE THAT LISTEN MONKEY HAS NO OBLIGATION OR LIABILITY ARISING FROM OR RELATED TO THIRD-PARTY APPLICATIONS OR THE CONTENT THEREOF MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SERVICE, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD-PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO LISTEN MONKEY, FOR ANY PROBLEMS OR DISSATISFACTION WITH ANY THIRD-PARTY APPLICATIONS OR THE CONTENT THEREOF, IS TO UNINSTALL OR STOP USING SUCH THIRD-PARTY APPLICATIONS.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LISTEN MONKEY, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, DEVICES, THIRD-PARTY APPLICATIONS, OR THIRD-PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER LISTEN MONKEY HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE, THIRD-PARTY APPLICATIONS, OR THIRD-PARTY APPLICATION CONTENT MORE THAN THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO LISTEN MONKEY DURING THE TWELVE MONTHS PRIOR TO THE FIRST CLAIM; OR (B) $30.00.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM ARISING UNDER THESE TERMS MUST BE COMMENCED (BY FILING A DEMAND OR FILING AN INDIVIDUAL ACTION AS SPECIFIED UNDER THE ARBITRATION AGREEMENT BELOW) WITHIN ONE (1) YEAR AFTER THE DATE THE PARTY ASSERTING THE CLAIM FIRST KNOWS OR REASONABLY SHOULD KNOW OF THE ACT, OMISSION, OR DEFAULT GIVING RISE TO THE CLAIM; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD.

Third-party rights

You acknowledge and agree that the owners of the Content and certain distributors (such as app store providers) are intended beneficiaries of these Terms and have the right to enforce these Terms directly against you. Other than as set out in this section, (1) these Terms are not intended to grant rights to anyone except you and LISTEN MONKEY; and (2) in no event shall these Terms create any third-party beneficiary rights.

If you have downloaded any of our mobile software applications (each, an "App") from the Apple Inc. ("Apple") App Store or if you are using the App on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple. These Terms are between you and LISTEN MONKEY only, not with Apple, and Apple is not responsible for the Service and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, you may notify Apple and Apple will refund the applicable purchase price for the App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the LISTEN MONKEY Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession or use of the Service, including: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; (3) claims arising under consumer protection or similar legislation; and (4) claims with respect to intellectual property infringement. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Service or your possession and use of the App infringe that third party's intellectual property rights. You agree to comply with any applicable third-party terms, when using the LISTEN MONKEY Service. Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.

Indemnification

You agree to indemnify and hold LISTEN MONKEY harmless from and against all damages, losses, and expenses of any kind (including reasonable attorneys' fees and costs) arising out of or related to: (1) your breach of any of these Terms (including any additional LISTEN MONKEY terms and conditions incorporated herein); (2) any User Content you post or otherwise contribute; (3) any activity in which you engage on or through the Service; and (4) your violation of any law or the rights of a third party.

Governing law, jurisdiction, and jury trial waiver

These Terms of Use shall be governed by and construed in accordance with the laws of Japan. In the event of any dispute regarding this service, the court having jurisdiction over the location of the Developer's head office shall have exclusive jurisdiction.

All arbitrations must be commenced by the filing of a demand for arbitration within one year from the date on which the party exercising the claim first became aware or reasonably should have become aware of the act, omission, or failure to act that is the cause of the claim. If applicable law prohibits a one-year filing deadline for the enforcement of a claim, the claim must be filed within the shortest period permitted by applicable law.

About These Terms

Under applicable law, you may have certain rights that can't be limited by a contract. These Terms are in no way intended to restrict those rights.

Changes

We may make changes to these Terms (including any additional LISTEN MONKEY terms and conditions incorporated by reference herein) from time to time by notifying you of such changes by any reasonable means, including by posting the revised Terms on the applicable Service (provided that, for material changes, we will seek to supplement such notice by email, an in-service pop-up message, or other prominent notice within the Service, or other means). Your use of the Service following any changes to these Terms will constitute your acceptance of such changes. Premium Subscribers who do not wish to continue using the Service under the updated Terms must close their LISTEN MONKEY account prior to their renewal date or thirty (30) days after the Effective Date, whichever occurs first. If LISTEN MONKEY makes any material change to the Arbitration Agreement (other than a change to the notice address), you may reject any such change by sending us a personally signed, written notice of yourdecision to opt out of those changes via email to to i@listen-monkey.com. This opt-out notice must be sent within thirty (30) days of when we notify users of the change and include: (1) your name, address, email address associated with your LISTEN MONKEY account, phone number, and LISTEN MONKEY username. Such an opt-out must be sent by you personally from your personal email address, and not by your agent, attorney, or anyone else purporting to act on your behalf. The opt-out notice also must include a statement that you wish to reject the change to the Arbitration Agreement. Opting out of a material change to the Arbitration Agreement is not an opt-out of arbitration altogether. Even if you opt out of a material change to the Arbitration Agreement, you and LISTEN MONKEY agree that any Dispute will be determined by binding individual (not class) arbitration in accordance with the Arbitration Agreement in effect immediately before any such opt-out.

Entire agreement

Other than as stated in this section or as explicitly agreed upon in writing between you and LISTEN MONKEY, these Terms constitute all the terms and conditions agreed upon between you and LISTEN MONKEY and supersede any prior agreements in relation to the subject matter of these Terms, whether written or oral.

Severability and waiver

Unless as otherwise stated in these Terms, should any provision of these Terms be held invalid or unenforceable for any reason or to any extent, the remaining provisions of these Terms will not be affected, and the application of that provision shall be enforced to the extent permitted by law. Any failure by LISTEN MONKEY or any third-party beneficiary to enforce these Terms or any provision thereof shall not waive LISTEN MONKEY's or the applicable third-party beneficiary's right to do so.

Assignment

LISTEN MONKEY may assign any or all of these Terms, and may assign or delegate, in whole or in part, any of its rights or obligations under these Terms. You may not assign these Terms, in whole or in part, nor transfer or sublicense your rights under these Terms to any third party.