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Standard Terms

These Standard Terms are entered into by and between LISNR, Inc., a Delaware corporation (“LISNR“), and the entity entering into these Standard Terms (referred to herein as “Customer”). Capitalized terms not otherwise defined herein are described in Section 11 “Defined Terms”.

CAREFULLY READ THESE STANDARD TERMS. BY CLICKING THE “ACCEPT” BUTTON, OR BY ACCESSING AND USING THE LISNR IP, YOU AGREE TO BE BOUND BY THESE STANDARD TERMS AND REPRESENT THAT YOU ARE DULY AUTHORIZED TO ACCEPT THESE STANDARD TERMS ON BEHALF OF CUSTOMER.

1.       License; Updates.

1.1                Subject to and conditioned on your payment of applicable fees and compliance with these Standard Terms and the applicable Solution Proposal, LISNR hereby grants to Customer a limited, nonexclusive, and nontransferable right and license to the Product and the related documentation during the Term (the “License”).

1.2                Except as specifically provided by this Agreement, a Solution Proposal, or as necessary for Customer to exercise its rights or obligations under this Agreement, Customer may not (a) authorize or license any party whatsoever to use, market, sell, license, sublicense or otherwise transfer the Product or any part thereof, (b) modify or customize the Product, (c) create any derivative works in, or based on, the Product, (d) print, copy, reproduce, distribute, transfer, transmit or assign the Product, (e) decompile, disassemble, decode or otherwise reverse engineer the Product or any part thereof or (f) promote, deliver, distribute or license the Product through any agent or other third-party. Customer shall duplicate proprietary notices incorporated in, or fixed to, the Product and all related documentation and user manuals on all copies or extracts thereof and may not alter or remove such notices.

1.3                Customer acknowledges that, as between Customer and LISNR, LISNR owns all right, title, and interest, including all Intellectual Property Rights, in and to the LISNR IP. LISNR reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.

1.4                LISNR shall notify Customer upon the general availability of Updates.  To the extent any Update is generally made available at no cost, Customer shall be entitled, at its request, to receive all Updates and the related written, or electronically available, documentation and user manuals at no further cost as and when they are so made available, provided, however, that any training relating thereto that may be delivered by LISNR shall be paid for by Customer in accordance with the provisions of a Statement of Work. Customer shall promptly report to LISNR, in writing, any flaws, errors, bugs, defects or other problems in or with the Product that it identifies or that may be identified by an End-User. If LISNR releases a Mandatory Update, Customer shall cause such Mandatory Updates to be applied to its application or software product containing the Product, and provide a means for End Users of the Product to download and install Mandatory Updates free of charge, within thirty (30) days of receiving notice from LISNR that a Mandatory Update is available. LISNR shall have no obligation to provide any support for versions of the Product preceding the latest version as of the latest Mandatory Update for the Product.

2.       Fees.

2.1                In consideration of the License, among other things, Customer shall pay to LISNR the Amounts Due described in the Solution Proposal. Customer shall select a payment plan in the Solution Proposal and provide LISNR information regarding Customer’s credit card or other accepted payment instrument. Unless otherwise agreed in the Solution Proposal, all Amounts Due shall be paid in U.S. Dollars within 30 calendar days of the date on which LISNR invoices Customer. Customer represents and warrants to LISNR that such information is true, and that Customer is authorized to use the payment instrument. Customer agrees to promptly update payment information with any changes (for example, a change in billing address or credit card expiration date) that may occur. Customer agrees to pay LISNR the amount that is specified in the payment plan (as well as any applicable taxes) in accordance with the terms of such plan, the Solution Proposal and this Agreement. Customer hereby authorizes LISNR to bill Customer’s payment instrument in accordance with the terms of the applicable payment plan (as well as any applicable taxes) until all Amounts Due are received by LISNR, and Customer further agrees to pay any charges so incurred. If Customer disputes any charges, Customer must provide written notice to LISNR within fourteen (14) days after the date that LISNR charges Customer’s payment instrument.

2.2                LISNR will provide Customer with notice of any pricing changes within 30 days of the end of the then-current term. Customer authorizes LISNR to maintain Customer’s account information and charge that account automatically in accordance with the payment plan and upon the renewal with no further action required by Customer. In the event that LISNR is unable to charge Customer’s account, LISNR, may, in its sole discretion: (i) seek to update Customer’s account information through third party sources (i.e., Customer’s bank or a payment processor) to continue charging Customer’s account as authorized by Customer; (ii) charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; and/or (iii) bill Customer for the Amounts Due and suspend access to the Product (whether by turning off the tone, shutting off access to the Customer portal, locking accounts, or otherwise) until payment is received (a “Service Suspension”). LISNR shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of Services following any Service Suspension. LISNR shall use commercially reasonable efforts to resume providing the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. LISNR will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer may incur as a result of a Service Suspension. All payment obligations will continue during any such Service Suspension. Customer shall bear the cost of collection of any past due amounts.

2.3                The Amounts Due are exclusive of any sales, use, excise, value-added, withholding or other taxes due or payable as a result of the parties’ mutual execution and delivery of this Agreement.  Customer shall be responsible for all, and shall reimburse LISNR for any, such taxes.  If LISNR owes to Customer any amounts whatsoever, LISNR may deduct an amount equal thereto from the Amounts Due.

2.4                Except as otherwise provided on the Solution Proposal, the parties agree that the License Fees due for Product usage will be determined based on LISNR’s reporting data for the Product. If for any reason LISNR is unable to capture Product usage based on its reporting data, Customer agrees to provide its Product usage data to LISNR on a monthly basis. If fees are billed to Customer on a usage basis using Customer’s Product usage data, LISNR, or its representative, may upon reasonable notice of not less than five (5) business days to Customer, review Customer’s books and records to confirm that the calculation of the License Fees is correct. Customer agrees to promptly pay LISNR any amounts found to be due to LISNR. LISNR shall incur the expense of any such request, provided however, that Customer shall reimburse LISNR for such expenses, plus any additional amounts due to LISNR, if it is determined following such review that Customer owes to LISNR the lesser of (a) $2,500 and (b) 5% of the amounts paid by Customer to LISNR prior to such review.

3.       Term & Termination.

3.1                Unless otherwise agreed in the Solution Proposal, the provisions of this Agreement shall commence as of the Effective Date and continue in full force and effect for one (1) year from the Effective Date (the “Initial Term”) and shall be automatically renewed for successive one year terms thereafter (each a “Renewal Term”, and together with the Initial Term, the “Term”) until terminated by either party within 30 days of the end of the then-current term or otherwise according to the provisions of this Section 3.

3.2                Either party hereto may terminate this Agreement upon 30 days’ written notice to the other party hereto if such other party materially fails to perform, or materially fails to comply with, its obligations under the provisions of this Agreement and the breaching party fails to cure such breach within 30 days after receiving such written notice. For the avoidance of doubt, any failure by Customer to timely deliver any Amounts Due shall constitute a material breach of this Agreement.

3.3                Either party hereto may immediately terminate this Agreement if the other party hereto (a) files a petition in bankruptcy, (b) has filed against it a petition in bankruptcy and such petition is not dismissed within 90 days of being so filed, (c) becomes insolvent or (d) makes an assignment, or enters into some other arrangement, for the benefit of its creditors.  LISNR may immediately terminate this Agreement if Customer breaches Section 1.2 above.

3.4                Immediately upon the termination of this Agreement: (a) the License and the Solution Proposal shall terminate; (b) neither party hereto shall have the further right to use the other party’s Confidential Information and shall destroy or return, at the sole and exclusive discretion of the party hereto disclosing such Confidential Information, all copies thereof; (c) each party hereto shall immediately pay to the other party all amounts that are due and payable hereunder; and (d) this Agreement shall survive only to the limited extent necessary for Customer to fulfill its obligations and duties to End Users under any then-in-effect agreement between Customer and such End Users, copies of which Customer shall immediately provide to LISNR upon any such termination. Payment obligations with respect to such agreements shall survive the termination of this Agreement for so long as Customer and/or Customer’s End Users use the Product. For the avoidance of doubt, Customer agrees that the post-termination sale or use of the Product, or incorporation of the Product into Customer’s application, software product or otherwise, without LISNR’s express and written permission shall constitute willful infringement of LISNR’s Intellectual Property Rights.

3.5                Except as otherwise provided in Section 3.4(d) and Section 3.6, upon the destruction or return of all of LISNR’s Confidential Information (as applicable) and the delivery by Customer of all of the Amounts Due, neither party hereto shall have any further obligation or liability to the other under the provisions of this Agreement.

3.6                The provisions of Sections 1.2, 1.3, 1.4, 2.3, 3.4(d), 3.6, 3.7, 6, 8, 9 and the applicable portions of Section 10 and 11 shall survive any termination of this Agreement.

4.       Customer Content; Aggregated Statistics.

4.1                LISNR acknowledges that, as between LISNR and Customer, Customer owns all right, title, and interest, including all Intellectual Property Rights, in and to the Customer Content. Customer hereby grants to LISNR a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Content and perform all acts with respect to the Customer Content as may be necessary for LISNR to provide the Product and/or professional services to Customer.

4.2                Notwithstanding anything to the contrary in this Agreement, LISNR may monitor Customer’s use of the Product and collect and compile Aggregated Statistics. As between LISNR and Customer, all right, title, and interest in Aggregated Statistics, and all Intellectual Property Rights therein, belong to and are retained solely by LISNR. Customer agrees that LISNR may use Aggregated Statistics to the extent and in the manner permitted under applicable law, provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.

5.       Training & Support.

5.1                LISNR may provide training, support, maintenance, configuration, customization and/or other professional services to Customer and/or Customer’s End User. Such additional services (if any) will be set forth in a Statement of Work, which will be incorporated as an addendum to this Agreement. Additional Amounts Due may be charged by LISNR in accordance with its then-current pricing. Customer shall be responsible for reimbursing LISNR for its reasonable expenses incurred while providing any such services to Customer and any such amounts shall be Amounts Due hereunder. LISNR will obtain prior written approval for any expenses required to provide such additional support. Except as otherwise provided in a Statement of Work, LISNR shall have no obligation to provide any of the same with respect to the Product.

5.2                Notwithstanding that set forth in Section 5.1, as between LISNR and Customer, Customer shall assume all responsibility for, and liability to, any End-User for support of, and/or assistance with, the Product.  For the avoidance of doubt, Customer may not contract on behalf of, or otherwise obligate, LISNR in any manner whatsoever, whether with respect to the provision of support services or otherwise.

6.       Confidentiality.

6.1                Each party hereto may deliver Confidential Information to the other in connection with this Agreement. If a party hereto receives the Confidential Information of the other, such receiving party (a) shall use such Confidential Information solely for the purpose of carrying out its obligations under this Agreement, (b) shall hold such Confidential Information in confidence and take reasonable precautions to protect such Confidential Information (including all precautions that such party employs with respect to its confidential materials), (c) may not divulge any such Confidential Information or any information derived therefrom to any third-party and (d) shall only divulge such Confidential Information to those of its employees, representatives and affiliates who have a reasonable need to know such information.

6.2                The provisions of Section 6.1 may not be applied (a) to any Confidential Information that (1) is or becomes (through no improper action or inaction by the party hereto receiving the same or any of its employees, representatives or affiliates) generally available to the public, (2) was in its possession or known by the party hereto receiving the same prior to receiving it from the party hereto disclosing the same, (3) was properly disclosed to the party hereto receiving the same without any obligation of confidentiality or (4) was discovered or created by the party hereto receiving the same without reliance on such Confidential Information (as shown in the records of such receiving party) or (b) to disclosures required by law or court order, provided that the party hereto receiving such Confidential Information (1) uses reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order with respect thereto, (2) has allowed the party hereto disclosing such Confidential Information to participate in the proceedings related to such legal or court-ordered requirement (to the extent reasonably practical) and (3) cooperates reasonably with the efforts to contest or limit the scope of such required disclosure of the party hereto disclosing such Confidential Information.

7.       Representations & Warranties.

7.1                Customer hereby represents and warrants to LISNR that (i) as of the Effective Date, it has the full right, power and authority to enter into, and fully perform its obligations under the provisions of this Agreement, and (ii) upon such time as LISNR provides a Mandatory Update for the Product, Customer shall, as described in Section 4.2 above, make any and all reasonable efforts to distribute the Mandatory Update to its End Users and incorporate such Mandatory Update into its application or software product containing the Product within thirty (30) days of receiving such update.

7.2                LISNR hereby represents and warrants to Customer that, as of the Effective Date, (a) it has the full right, power and authority to enter into, and fully perform its obligations under the provisions of this Agreement, (b) it has not knowingly infringed upon the Intellectual Property Rights of any third-party in granting the License to Customer.

8.       Indemnification.

8.1                Each party hereto shall indemnify, defend and hold harmless the other, and its shareholders, members, partners, directors, officers, employees, independent contractors, agents and affiliates from and against any liabilities, costs, fees and/or damages that arise out of any Indemnifiable Claim.

8.2                No Indemnifying Party may be obligated to indemnify the Indemnified Party until the Indemnifying Party is notified of the Indemnifiable Claim.  The Indemnified Party shall deliver to the Indemnifying Party, and/or its designee, any and all documents, records and/or other information in the possession of, or otherwise known to, the Indemnified Party.  The Indemnifying Party may control the defense and/or settlement of any Indemnifiable Claim, provided that, if applicable, the Indemnifying Party may not settle any such Indemnifiable Claim without the obtaining a release of the other party hereto. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and/or settlement at the Indemnifying Party’s expense (which expenses shall be reasonable).  If the defense and/or settlement of any Indemnifiable Claim is compromised by the failure of such other party hereto to comply with the provisions of this Section 8.2, such other party hereto shall be liable for the expenses, costs and/or damages incurred by the Indemnified Party but only to the extent of such failure.

8.3                Neither Customer nor any third-party may seek indemnification from LISNR for any Indemnifiable Claim that asserts the Product infringes upon the intellectual property rights of a third-party if: (a) the Product or any part thereof has been modified, altered or changed in any manner whatsoever by Customer, an End-User and/or any party acting on behalf of any of the same and such assertion of infringement would be, or would have been, invalidated, or could not have been brought, or would not have been successful, if such modification, alteration or change was not so made; (b) Customer, an End-User and/or any party acting on behalf of any of the same failed to install or apply, or failed to have installed or applied, any Update and such assertion of infringement would be, or would have been, invalidated, or could not have been brought, or would not have been successful, if such Update was installed or applied; (c) Customer, an End-User and/or any party acting on behalf of any of the same used or uses the Product in a manner (1) inconsistent with the provisions of this Agreement and/or (2) contrary to its intended use and or purpose; and/or (d) such assertion of infringement relates to Customer Content.

9.       Limitations of Liability.

9.1                THE LISNR IP IS PROVIDED BY LISNR ON AN “AS-IS” BASIS.  EXCEPT FOR THE LIMITED WARRANTY IN SECTION 7.2, ALL OTHER WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED OR CONTRACTUAL OR STATUTORY, ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITATION, LISNR DOES NOT WARRANT THAT (a) THE OPERATION AND/OR USE OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE, (b) THE PRODUCT WILL PERFORM IN EVERY OPERATING ENVIRONMENT, (c) ALL DEFICIENCIES OR ERRORS IN THE PRODUCT ARE CAPABLE OF CORRECTION OR (d) THE PRODUCT MEETS THE REQUIREMENTS OF ANY PARTY WHATSOEVER. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE SPECIFICALLY DISCLAIMED.

9.2                NEITHER PARTY HERETO MAY BE HELD LIABLE TO THE OTHER OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOST OR ANTICIPATED REVENUES OR PROFITS) ARISING FROM ANY CLAIM RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT OR TORT (WHETHER UNDER A THEORY OF NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), EVEN IF AN AUTHORIZED REPRESENTATIVE OF SUCH PARTY IS ADVISED OF THE LIKELIHOOD OR POSSIBILITY THEREOF. IN NO EVENT WILL LISNR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO LISNR UNDER THE APPLICABLE SOLUTION PROPOSAL IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.   General Provisions.

10.1             Each party hereto shall comply in all material respects with all applicable laws and regulations, codes and ordinances in performing its obligations under this Agreement.

10.2             Any notice required or permitted to be delivered under the provisions of this Agreement shall be in writing and delivered to the address set forth on the signature page hereto. Notice shall be deemed effective (1) upon receipt, when delivered personally, by courier, or by electronic mail (electronic mail is only effective if receipt confirmed by the recipient thereof), (2) the day delivered, if delivered by a reputable overnight delivery service, or (3) 48 hours after being delivered via certified or registered mail with postage prepaid if delivered to the address set forth on the signature page hereto.

10.3             Each party acknowledges and agrees that unauthorized disclosure or use of the other party’s Confidential Information would cause irreparable harm and significant injury which may be difficult to ascertain.  Accordingly, each party agrees that the other party shall have the right to seek an immediate injunction in respect of any such breach of this Agreement without requiring such party to post bond to obtain such relief.  Notwithstanding the foregoing, this Agreement shall not in any way limit the remedies in law or equity otherwise available to the disclosing party in connection with breaches described in this Section 10.3.

10.4             This Agreement, including the Solution Proposal and any Statement(s) of Work appended hereto, as well as any exhibits to the foregoing, constitutes the entire agreement between such parties as to the subject matter hereof and supersedes all prior documents, negotiations and drafts of the parties with respect to the subject matter hereof, whether written or verbal. This Agreement may not be construed against either party hereto by reason of the drafting or preparation thereof.

10.5             Any term of this Agreement may be amended, waived, terminated or discharged only with the written consent of the parties hereto. The failure of either party hereto to insist upon the performance of any of the terms or conditions contained in this Agreement, and the failure of either party hereto, to exercise any right hereunder, may not be construed as a waiver or relinquishment of the future performance of any such term or condition or the future exercise of such rights.

10.6             Neither party may assign this Agreement, in whole or in part, by operation of law or otherwise, without the other party’s prior written consent, such consent to not be unreasonably withheld, provided, however, that either party may assign this Agreement without the other party’s consent if such assignment is made as part of the purchase of all or substantially all of that party’s business or as part of a merger, consolidation or reorganization thereof.  Any attempt to assign this Agreement other than in accordance with the provisions of this Section 10.6 shall be null and void and of no legal force or effect.  This Agreement shall be binding upon and shall inure to the benefit of the parties successors and permitted assigns.

10.7             Neither party may be held liable for its failure to perform hereunder or for any loss or damage due to causes beyond its reasonable control, including governmental requirements, inability to obtain required export licenses, work stoppages, fire, civil disobedience, embargo, war, terrorism, riots, rebellions, earthquakes, strikes, floods, water and the elements, inability to secure equipment, raw materials or transport or similar occurrences.  For the avoidance of doubt, the provisions of this Section 10.7 may not be used to excuse, or referenced in excusing, any delay in Customer’s payment of any Amounts Due.

10.8             Neither this Agreement nor any provision contained herein may be construed as creating or constituting a partnership, joint venture or agency relationship between the parties hereto. For the avoidance of doubt, neither party hereto has the power or authority to, and no party hereto may, assume or create any obligation or responsibility on behalf of the other party.

10.9             This Agreement may be executed in two or more counterparts (including by electronic transmission), each of which shall be deemed an original and all of which together shall constitute one instrument.

10.10         During the term of this Agreement, [upon reasonable request], LISNR may identify Customer as a customer of LISNR and use Customer’s name, mark and logo on LISNR’s website and in marketing materials, including but not limited to press releases.

11.   Defined Terms.  Each of the following capitalized terms shall have the meaning set forth in this Section 11.

Aggregated Statistics” means data and information related to Customer’s use of the Product that is used by LISNR in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Product.

Agreement” means this Customer Agreement entered into by and between LISNR and Customer.

Amounts Due” means any amounts due under the provisions of this Agreement or a Solution Proposal, including but not limited to the License Fees.

Customer” means the party with which LISNR entered into this Agreement.

Customer Confidential Information” means (a) information that is owned, developed or acquired by Customer, including financial data, business plans, customer information, all software, programming, systems and use documentation, technical information, technology, designs, ideas, inventions, data, data formats and files, and all copies and tangible embodiments thereof, and (c) Customer Data.

Customer Content” means the means all data, text, images, video or other content provided to LISNR by Customer or otherwise inputted into the Product, whether by Customer, an End-User or otherwise, as well as any Customer software (including machine images), applications, or online services provided to LISNR or connected to the Product by Customer in connection with this Agreement. Customer Content does not include Aggregated Statistics.

Confidential Information” means (a) information relating to this Agreement that is not generally known to the public, including pricing information, (b) LISNR Confidential Information and (c) Customer Confidential Information.

Effective Date” means the day on which Customer may commence marketing and selling the Product and shall be the day set forth on the signature page hereto.

End-User” means any party using the Product.

Indemnifiable Claim” means a third-party claim for damages resulting from any material inaccuracy or breach of the representations and warranties made by the Indemnifying Party in Section 7 or any breach of Section 10.1.

Indemnified Party” means a party entitled to indemnification according to the provisions of Section 8.

Indemnifying Party” means a party to this Agreement responsible for the indemnification of the other party hereto according to the provisions of Section 8.

Intellectual Property Rights” includes but is not limited to all copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights.

License Fee” means the amounts due by Customer to LISNR for the Product, which amounts are more fully described in the Solution Proposal.

LISNR Confidential Information” means information that is owned, developed or acquired by LISNR, including pricing information, financial data, business plans, customer information, all software, programming, systems and use documentation, technical information, technology, designs, ideas, inventions, data, data formats and files, and all copies and tangible embodiments thereof and includes the Product, the Object Code and the Source Code and the related documentation and user manuals.

LISNR IP” means all patent, trademark, service mark, copyright, trade dress, logo, trade secret and other intellectual property of LISNR, including but not limited to the Product, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from LISNR’s monitoring of Customer’s access to or use of the Product, but does not include Customer Content.

Mandatory Update” means any new version or major update (e.g., 2.0 to 3.0) of the Product that includes enhancements, improvements and/or maintenance.

“Net Revenue” (if applicable) means any revenue generated for every transaction processed using LISNR IP.

Point Transaction” means the event recorded when the host device (initiator of the transaction) receives the ultrasonic payload from the client device (transmitter of the data) and successfully demodulates it.

Product” means the LISNR SDK, a machine-readable program code that allows devices on which it is installed and enabled to accept and read the wireless transmission of content by means of a proprietary signal (Inaudible Smart Tone or “Tone”), including any third-party software products embedded therein and any Updates.

“Radius Single Shot Transaction” means the event recorded when the client device (recipient of data) receives the ultrasonic payload from the host device (transmitter of the data) and successfully demodulates it.

“Radius Beacon Transaction” means the event recorded when the client device (recipient of the data) receives one of the beacons from a host device (transmitter of the data) beacon session and successfully demodulates it. Repeated reception and demodulation of subsequent beacons will not be counted as a separate transaction until there has been 10 consecutive seconds without a reception and demodulation of the beacon.

Solution Proposal” means the solution proposal or other ordering document pursuant to which Customer purchased the LISNR Product and/or services. The Solution Proposal will include a description of the specific products and services purchased, the associated cost, quantity, and other similar terms.

Statement of Work” means an addendum to this Agreement, that is incorporated into this agreement to provide for, among other things, maintenance, support, training and/or other professional services.

Update” means any Mandatory Update or other update, feature release (e.g., 2.0 to 2.1), patch release (e.g., 2.0 to 2.0.1), maintenance release, bug fix or modified form of the Product that performs comparable or improved functionality.

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