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Terms of Use

Effective date: September 2, 2025

Thank you for your interest in LISNR. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications, including any products or services offered by our affiliates and any other products or services that incorporate these Terms of Use (the “Services”). If you have any questions, comments, or concerns, please contact us at compliance@lisnr.com. For reference, a Definitions section is included at the end of these Terms of Use. If you have a separate signed master services agreement with LISNR that governs the Services, that signed master services agreement, and not these Terms, will apply to your purchase.

These Terms of Use (the “Terms”) are a binding contract between you and LISNR INC. (“LISNR,” “we” and “us”). Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document as well as those in the Privacy Policy and the Copyright Dispute Policy. Your use of or participation in certain Services may also be subject to additional policies, rules and/or conditions (“Additional Terms”), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms.

Please read these Terms carefully. They cover important information about Services provided to you and any charges, taxes, and fees we bill you. These Terms include information about future changes to these Terms, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A CORPORATION OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICES[1] [EB2] .

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

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1. Access Rights to Quest Services

If you purchase Quest Services pursuant to an Order, LISNR hereby grants you a non-exclusive, non-transferable (other than in connection with a permitted assignment pursuant to Section 19) worldwide right to access and use the Quest Services, solely for your own lawful business purposes in accordance with the terms and conditions of the Agreement and your Order. All rights not expressly granted to you in this Section 1 are reserved by LISNR and its Affiliates.

 

2. License to Radius Products

If you purchase the Radius Product(s), your license to use such Radius Products is governed by the Radius Trial Agreement and End User License Agreement[3] , the terms of your Order, and these Terms. In the event of any conflict among those agreements, the following order shall apply: (i) your Order; (ii) the Radius Trial Agreement and End User License Agreement; (iii) these Terms.

 

3. Restrictions

You may not access or use the Services if you or any of your Affiliates are a direct competitor of LISNR, except with LISNR’s prior written consent, which may be refused in its absolute discretion. In addition, you may not access or use the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. You shall not, except as expressly permitted in the Agreement, (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party, whether for remuneration or not, our Intellectual Property Rights, our Services or the Content in any way (ii) modify or make derivative works based upon the Services or the Content; (iii) create external internet “links” to the Services or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Services, and/or (c) copy any ideas, features, functions or graphics of the Services. You may use the Services only for your own lawful business purposes and, without limitation, shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous or otherwise unlawful or tortious material, including, without limitation, material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Services or the software contained therein; (v) attempt to gain unauthorized access to the Services or its related systems or networks; or (vi) use the Services as a service bureau or allow the use of the Services or the software contained therein by or on behalf of third parties, except as specifically permitted in the Agreement.

4. Quest Services: Reward Programs

You grant to LISNR a non-exclusive, worldwide license and right to display, reproduce and use your trademarks and logos (collectively, “Your Marks”) and business description solely in connection with the operation of the Sites. As part of the Sites, you may create rewards programs that you will offer to your customers through the Sites (“Rewards Program”). You represent, warrant and covenant that you will honor any Rewards Programs you offer, even after any expiration or termination of this Agreement. You further represent, warrant and covenant that Rewards Programs will comply with all applicable laws and regulations. You agree to honor your rewards and promotions and can adjust them by notifying LISNR in writing at techsupport@lisnr.com.  

 

5. Text Messaging

By providing your mobile number to LISNR, you agree that the Services may send you informational,  promotional  or other notifications by SMS/MMS to your mobile device as part of the normal operations of the Services. Depending on your mobile phone plan, messaging charges may apply.  You may opt-out of the text messages or notifications by updating your preferences in your account settings or by replying STOP to any SMS/MMS mobile message from us. By providing a mobile phone number, you warrant and represent that you have the necessary rights and authority to share and receive messages at that mobile phone number. You have a duty to notify us prior to the end or termination of your use of the mobile telephone number you provided by opting-out of text messaging or otherwise notifying us that you are no longer authorized user or owner of the telephone number.

6. Your Responsibilities

You shall:

  1. promptly notify LISNR promptly of any unauthorized use of any password or account or any other known or suspected breach of security;
  2. report to LISNR promptly and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you; and
  3. not impersonate another LISNR user or provide false identity information to gain access to or use the Services.

You are responsible for ensuring that your use of the Sites and the Services do not generate a number of spam or other complaints in excess of industry norms. LISNR may terminate your access to or use of the Sites and the Services if we determine that your level of spam or other complaints is higher than industry norms, as determined by us in our sole discretion. As a matter of privacy, we will not share with you information about those recipients who complain about your use of the Services or file a spam report against you.

 

You are responsible and liable for all uses of the Site and Services resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of authorized users, and any act or omission by an authorized user that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all authorized users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Sites and/or Services, and shall cause authorized users to comply with such provisions. Further, you and your authorized users shall abide by all applicable local, provincial, state, national and foreign laws, treaties and regulations in connection with your use of the Services and Sites, including:

  •       those related to data privacy, international communications and the transmission of technical or personal data;
  •       the CAN-SPAM Act;
  •       any policies and laws related to unsolicited SMS (TEXT) Messages, emails, spamming, privacy, copyright and trademark infringement;
  •       laws relating to advertising, sales or promotional efforts or practices, redemption, refunds and provision of your Services or services;
  •       laws that govern false, unfair and deceptive practices, coupons, gift cards/certificates, defective Services or services, unclaimed property, alcohol or tobacco, health and safety, fire, and hygiene standards;
  •       laws that govern lotteries, sweepstakes, contests and promotions; and
  •       laws that govern the collection of donations and charitable giving.

You are responsible for determining whether our Sites or Services are suitable for you to use in light of any regulations, such as the Health Insurance Portability and Accountability Act (“HIPAA”), data privacy laws, or other laws. If you are subject to a particular regulation and you use our Sites or Services, then LISNR will not be liable if our Sites or Services do not meet those requirements.

You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Services and that your billing information is correct.

 

7. Intellectual Property

You understand and agree that the Sites and Services including, but not limited to, all contents, features, functionality, information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by LISNR, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

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LISNR’s name and logo, Radius’s name and logo, Quest’s name and logo, and all related names, logos, product and service names, designs, images, and slogans are trademarks of LISNR or its affiliates or licensors. You must not use such marks without the prior written permission of LISNR. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on this Site are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.

 

You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Site, in any form or medium whatsoever except:

  1. your computer and browser may temporarily store or cache copies of materials being accessed and viewed; and
  2. a reasonable number of copies for personal use only may be printed keeping any proprietary notices thereon, which may only be used for non-commercial and lawful personal use and not for further reproduction, publication, or distribution of any kind on any medium whatsoever.

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Users are not permitted to modify copies of any materials from this Site nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

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If you print off, copy or download any part of our Services in breach of this Agreement, your right to use the Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You have no right, title, or interest in or to the Services or to any content on the Services, and all rights not expressly granted are reserved by LISNR. Any use of the Services not expressly permitted by this Agreement is a breach of this Agreement and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.

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8. Third Party Service Providers

During use of the Services, you may interact with, or purchase or subscribe to goods and/or services from, a variety of third party providers, including but not limited to the following (hereinafter collectively referred to as “Third Party Service Providers”):

  1. third party applications such as email, SMS/TEXT, Point of Sale (“POS”), social media, BI, and other third party systems that interoperate with our systems to provide you with the Services; and
  2. other third party providers of ancillary software, hardware or services you interact with, or purchase or subscribe to in the process of using our Services.

LISNR does not endorse any Third Party Service Providers. Any such activity, and any terms, conditions, warranties or representations associated with such activity are solely between you and the applicable Third Party Service Providers. LISNR and its Affiliates shall have no liability, obligation or responsibility for any relationship between you and any such Third Party Service Provider. You acknowledge that certain Third Party Service Providers may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.

Our Services may depend on the continuing availability of Third Party Service Providers’ respective application programming interfaces (“API”). If any of these respective parties ceases to make its respective API or program available on reasonable terms for the Services, LISNR may cease providing such Service features without entitling you to any refund, credit or other compensation. LISNR provides API only as a matter of integration needs, and in no event shall LISNR be responsible for any issue relating to integration with Third Party Service Providers.

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9. Charges and Payment of Fees

You shall pay all fees or charges to your account in accordance with the fee schedule set forth in your Order. You are responsible for paying for the Services ordered for the entire Term, whether or not the Services are actively used unless non-use is based on continuous unavailability of the Services. Volume-based services are subject to additional fees if usage increases, as agreed upon between you and LISNR and reflected in your Order. Services added in the middle of a billing month will be pro-rated for that billing month. All pricing terms are confidential, and you agree not to disclose them to any third party other than to your attorneys and advisors. All fees shall be charged in United States Dollars, unless otherwise mutually agreed in writing.

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10. Billing; Renewal and Other Fees

Unless otherwise agreed in your Order, fees are due LISNR charges and collected in advance for use of the Services. LISNR will invoice you monthly or as otherwise mutually agreed upon in writing. The renewal charge for each billing month shall be the same as that during the prior month unless we have given you written notice of a pricing increase at least 30 days before the end of such month, in which case the pricing increase shall be effective upon renewal and thereafter.

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LISNR’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on LISNR’s income. You agree to provide LISNR with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name of an authorized billing contact. You agree to update this information within 30 days of any change to it. Any dispute regarding an invoice must be sent to LISNR within 30 days of the date of the invoice, and shall include the amount in question and the reasons why you allege that the invoice is incorrect to be eligible to claim an adjustment or credit.

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11. In-Personal Technical Support

You are responsible for any travel and out-of-pocket expenses incurred by LISNR for any technical support you may require, provided that any such expense has been approved by you.

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12. Non-Payment and Suspension

In addition to any other rights granted to LISNR herein, LISNR reserves the right to suspend or terminate the Agreement and your access to the Services if your account becomes delinquent (falls into arrears) and any amounts due are not paid within ten days of your receipt of a notice of non-payment from LISNR. Notwithstanding the foregoing, LISNR reserves the right to suspend or terminate the Agreement and your access to the Services upon ten (10) days’ notice if two (2) or more consecutive payments, or three (3) or more payments within any twelve-month period, are not paid when due. LISNR reserves the right to impose a reconnection fee in the event the Agreement is suspended, and you thereafter request access to the Services, provided that it shall be a requirement of any reconnection that you shall have cured all defaults.

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13. Term; Termination

13.1      Term; Automatic Renewal. The term of your Services will be as mutually agreed upon in an Order, as applicable (the “Term”). Unless otherwise agreed in an Order, the Agreement will automatically renew for successive renewal terms equal in duration to the Term for a fee determined in accordance with Section 9 above.

13.2      Termination Upon Expiration. Either party may terminate the Agreement effective upon the expiration of the then-current Term; provided that written notice of intent to terminate must be provided to the other party at least thirty (30) days prior to the last day of the then-current Term.

13.3      Termination due to Third Party Service Provider. In the event a Third Party Service Provider terminates its agreement with us without notice, and it impacts LISNR’s ability to provide the Services, LISNR, in its sole discretion, may terminate this Agreement with you without notice. In the event of such termination, you will not be responsible for any fees payable following the effective date of such termination but will be responsible to pay any fees payable up to the date of such termination. In addition, any prepaid unused fees will be refunded to you.

13.4      Termination due to Cause. Any breach of your payment obligations uncured within 10 days receipt of notice thereof or your unauthorized use of the LISNR Service will be deemed a material breach of the Agreement. LISNR, in its sole discretion, may terminate the Agreement, your password, account and/or use of the Services if you breach or otherwise fail to comply with the Agreement and such breach remains uncured for more than 30 days following your receipt of notice thereof. You may terminate the Agreement if LISNR breaches or otherwise fails to comply with the Agreement and such breach remains uncured for more than 30 days following LISNR’s receipt of notice thereof. In the event of such termination, you will not be responsible for any fees payable following the effective date of such termination but will be responsible to pay any fees payable up to the date of such termination.

13.5      ‍Upon Termination. Upon termination or expiration of this Agreement for any reason, all provisions of this Agreement shall continue to survive except for any provisions that grant you access to any of the Sites and/or Services. Upon termination or expiration of this Agreement for any reason, LISNR will use commercially reasonable efforts to retain Customer Data for a period of 30 days (the “Retention Period”), including any relevant information in LISNR’s possession regarding the then-current status of your customers in relation to your Rewards Program. LISNR shall have no obligation to retain any Customer Data after the Retention Period, unless required by applicable law. LISNR will provide you with a file of Customer Data in a machine-readable, non-proprietary format, provided that you request it at least 5 business days prior to the end of the Retention Period and you do not have an outstanding balance. Unless required by applicable law, you must cure any outstanding balances before LISNR will provide Customer Data to you, including any late fees and/or interest.

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14. Mutual Indemnification

You shall indemnify, defend and hold LISNR, its Affiliates and each such party’s current, future and former Affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs on a solicitor/client basis) arising out of or in connection with: (i) a claim alleging that LISNR’s authorized use of the Customer Data misappropriates or infringes the rights of, or has caused harm to, a third party; or (ii) your or your users’ use of the Services, including without limitation the violation of any applicable laws, regulations or rules, and/or violation of this Agreement, and/or (iii) your products and/or services; provided in any such case that LISNR (a) gives written notice of the claim promptly to you, provided that failure to do so will not affect your indemnification obligation except to the extent you are prejudiced thereby; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle any claim unless you unconditionally release LISNR of all liability and such settlement does not affect LISNR’s business or Service); (c) provides to you all available information and assistance reasonably requested; and (d) has not compromised or settled such claim. Notwithstanding the foregoing, the provisions of paragraphs (b), (c) and (d) above shall not apply in the event that the claim is brought by LISNR or another indemnity party. LISNR shall indemnify, defend and hold you and your current, future and former Affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs on a solicitor/client basis) arising out of or in connection with a claim alleging that the Services, or your authorized use thereof, directly infringes or misappropriates the rights (including Intellectual Property Rights) of, or has caused harm to, a third party; provided in any such case that you (a) promptly give written notice of the claim to LISNR, provided that the failure to do so will not affect your indemnification obligation except to the extent that you are prejudiced thereby; (b) give LISNR sole control of the defense and settlement of the claim (provided that LISNR may not settle any claim unless it unconditionally releases you of all liability and such settlement does not cause you to act or refrain from acting differently, except with respect to the use of the Services); (c) provide to LISNR all available information and assistance; and (d) have not compromised or settled such claim. Notwithstanding the foregoing, the provisions of paragraphs (b), (c) and (d) above shall not apply in the event that the claim is brought by you or another indemnity party.

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Notwithstanding the foregoing, LISNR shall have no indemnification obligation, and you shall indemnify LISNR pursuant to the Agreement for the following:

  1. claims arising from any infringement arising from the combination of the Services with any of your services, hardware or business combination, except where such combination was expressly or impliedly authorized by LISNR or where such claim would have occurred regardless of such processes, and LISNR shall always be entitled to defend any claim brought pursuant to this paragraph.
  2. claims arising from end users or any of your customers for redemption of the monetary value of any rewards from the gift cards, digital cards, physical reward card, loyalty cards issued by you.

15.  Disclaimer of Warranties

LISNR and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (LISNR and all such parties together, the “LISNR Parties”) make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the LISNR Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The LISNR Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services, including any Digital Assets. THE SERVICES AND CONTENT ARE PROVIDED BY LISNR (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  LISNR IS NOT RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE OR ABNORMAL BEHAVIOR OF SOFTWARE. ‍

16. Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE LISNR PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO LISNR IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

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  1. Notice

LISNR may give notice to you by written communication sent by registered mail or by e-mail to your address or e-mail address, as the case may be, on record in LISNR’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing (if sent by first class, registered mail or nationally-recognized overnight delivery service), upon delivery if sent by a nationally recognized delivery service, to the address set forth in your Order, or upon receipt if sent by e-mail to the e-mail address set forth in your Order. You may give notice to LISNR at any time by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to LISNR at 1435 Vine Street, 2nd floor, Cincinnati, OH 45202, USA or Legal@lisnr.com.

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  1. Modification

LISNR may amend this Agreement from time to time. Future performance by us of our obligations under this Agreement is sufficient consideration for any such amendment. Any amendment will become effective upon notification to you (by email or by conspicuously posting notice on our Sites) and, if you do not agree to any such amendment, you should stop using the Sites and the Services and contact us to cancel your account.

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  1. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of LISNR. This Agreement may be assigned by LISNR without your consent. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of LISNR directly or indirectly owning or controlling 50% or more of the shares of you (if a corporation) shall be considered to be an assignment for the purposes of this section.

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  1. Choice of Law.

This Agreement is governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of Ohio, without regard to the conflicts of laws provisions thereof.

  1. Arbitration Agreement.

Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with LISNR and limits the manner in which you can seek relief from LISNR. Both you and LISNR acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of this Agreement, LISNR’s officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of this Agreement, and that upon your acceptance of this Agreement, Personnel will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as the third-party beneficiary hereof.

(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of this Agreement directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Hamilton County, Ohio. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees.

(c) Small Claims Court; Infringement. Either you or LISNR may assert claims, if they qualify, in small claims court in Hamilton County, Ohio or any United States county where you live or work rather than arbitration. The small-claims court proceeding will be limited solely to your individual dispute or controversy. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.

(d) Waiver of Jury Trial. YOU AND LISNR WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and LISNR are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and LISNR over whether to vacate or enforce an arbitration award, YOU AND LISNR WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor LISNR is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.

(f) Exclusive Venue. If any circumstances where the foregoing arbitration agreement permits either you or LISNR to litigate any dispute arising out of or relating to the subject matter of this Agreement in court, then the foregoing arbitration agreement will not apply to either party, and both you and LISNR agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, Hamilton County, Ohio, or the federal district in which that county falls.

(g) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with LISNR.

22. Miscellaneous.

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the LISNR may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that this Agreement shall otherwise remain in full force and effect and enforceable. You and LISNR agree that this Agreement is the complete and exclusive statement of the mutual understanding between you and LISNR, and that this Agreement supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of LISNR, and you do not have any authority of any kind to bind LISNR in any respect whatsoever.

Except as expressly set forth in the section above regarding the arbitration agreement, you and LISNR agree there are no third-party beneficiaries intended under this Agreement.

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  1. Compliance with privacy laws

 

LISNR complies with applicable privacy and data protection laws for the processing of Customer Data and Personal Information. Refer to our privacy policy[4]  for how we process Customer Data and Personal Information and how we comply with applicable privacy and data protection laws.

 

 

  1. Definitions

As used in these Terms and in your Order now or hereafter associated herewith:

“Affiliate” means a corporation or other entity which is directly or indirectly controlled by you or which controls you or is under common control with you; corporations or other entities which are Affiliates of the same corporation or other entity shall be deemed to be Affiliates of each other.

“Agreement” means the agreement between the parties constituted by these Terms of Use and your Order.

“LISNR” means LISNR Inc., a Delaware corporation.

“Content” means the audio and visual information, documents, software, Services and services contained or made available to you in the course of using the Services.

“Customer Data” means any data, information or material provided or submitted by you to the Services.

“Effective Date” means the earlier of either the date this Agreement is accepted by signing digitally or in writing, or the date you begin using the Services.

“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

“Order” means the document evidencing your purchase of Quest Services or the Radius Product, as applicable, and any subsequent order forms, whether in written form or via a webpage, agreed to in writing by LISNR. Your order for Quest Services shall include your initial subscription for the Services, specifying, among other things, your subscription, applicable fees, the billing period, and other charges as agreed to between the parties. Each such Order shall be incorporated into and become a part of these Terms of Use (in the event of any conflict between the terms of these Terms of Use and the terms of any such Order, the terms of the Order shall prevail.).

“Quest Services” means our provision to you of the following services:

  1. initial onboarding of your specifications onto the Sites;
  2. the implementation and integration of our widget onto your website (if applicable);
  3. general advice concerning the development, operation and use of our software;
  4. ongoing email support;
  5. identifying and controlling software components and changes relating to our software;
  6. monitoring performance of the software; and
  7. any updates, upgrades or subsequent versions of such services released by LISNR during the Term or any renewal term, operated and maintained by LISNR, accessible via https://www.LISNR.com or another designated web site or IP address, or ancillary online or offline Services and
  8. any other services provided to you by LISNR, to which you are being granted access under this Agreement.

“Radius Product” includes 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”), that may be made available to you by LISNR as listed in an Order, together with any updates or upgrades relating to the foregoing.

“Term(s)” means the period(s) during which you are licensed to use the Services pursuant to your Order. 

“You” and “your” mean the signatory to your Order or, if the signatory is entering into the Agreement on behalf of a company or other legal entity, such company or other legal entity.

“Sites” means the site https://rewardup.com, our mobile applications, our plug-ins, and our widget embedded by API into software owned and managed by Third Party Service Providers.