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Terms and Conditions

Updated April 5th, 2023

The following are the Terms and Conditions (the "Agreement") which govern your access and use of our online platform through which counseling may be provided (collectively the "Platform"). This website is owned and operated by Listenr LLC located at 1550 Larimer Street, Suite 629, United States . The Platform may be provided or be accessible via multiple websites or applications whether owned and/or operated by us or by third parties, including, without limitation, the Discord Server.

 

By accessing or using the Platform, you are entering into this Agreement. You should read this Agreement carefully before starting to use the Platform. If you do not agree to be bound to any term of this Agreement, you must not access the Platform.

 

When the terms "we", "us", "our" or similar are used in this Agreement, they refer to any company that owns and operates the Platform (the "Company").

 

The Counselors and Counselor Services The Platform may be used to connect you with a Counselor who will provide services to you through the Platform (“Counselor Services”).

 

For U.S. based Moderators

We send every certified Moderators through a rigorous interview process and training program before they are able to take on clients.

Part 1: Services Provided

A. Control of Services. Listenr shall determine the duration, details, location of performing the Listenr Sessions.
 

B. Taxes. All fees and expenses payable to Listenr shall be exclusive of any sales, use, value-added or similar taxes, duties, imposts, customs, levies or other withholding (“Tax”). Any such Tax shall be paid by Client in addition to fees or expenses.
 

C. Exclusive Services. Listenr agrees to provide Client support group sessions and other services as described in the Part 2 (“Listenr Services”) and access to any music, videos or other content or material that is made available through the Listenr Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, and so forth described in Part 2 (the “Content").
 

D. Price. Client agrees to pay Listenr and Listenr Moderators at the rates in accordance to the payment terms detailed in the Listenr Terms and Conditions and are subject to the cancellation and refund policy.  That policy can be found at https://listenr.io/terms
 

E. Personnel. Listenr shall provide adequate staff, contractors, or personnel to render the Listenr Sessions. In the event that any Listenr staff, contractor, or personnel is found to be unacceptable to Client, Client shall notify Listenr and Listenr shall work with Client to resolve the problem, including removal of staff and providing a replacement acceptable to Client.

Part 2: Listenr Services
 

A. One on One Sessions. Client and the moderator shall hold sessions, meetings and issue reports as the moderators deems necessary for the Listenr Services.  One on one sessions can be accepted or declined at the discretion of the moderator.  Both the Client and the Moderator can terminate a one on one session at anytime.
 

B. Content. During the Term of this Agreement, the Client shall have access to Content that is exclusively found on the Listenr website, Discord Server or through other Listenr groups and communication channels. This content is subject to the terms and conditions of this agreement which can be found at https://listenr.io/terms.
 

C. Moderating Services. Listenr shall provide Moderators to the Client who shall provide Listenr Services and shall act as a middle service provider between Listenr and the Client.  Moderators perform moderating services to facilitate constructive conversation among members in groups and through one on one sessions. Moderators do not provide professional advice.
 

D. Payment Schedule. Payments for subscriptions are charged to the Client 30 days after the sign up date.  The Client has the option to cancel, after or change the payment method on the account anytime from the Listenr Website. (https://listenr.io)
 

E. Price. Payment options can be found here: https://mee6.gg/m/968352538531332136 All payments are processed through Stripe and are subject to the terms and conditions found here: https://stripe.com/legal/end-users

Part 3 Term
 

A. Termination without Cause. Listenr may terminate this agreement at the desecration of Listenr at any time.
 

B. Term. This agreement shall begin on the Effective Date stated in the introductory clause and will be in effect for the duration selected and described on Part 2 (“Listenr Services”) unless sooner terminated as provided under this agreement.
 

C. Client Obligations. Upon termination of this Agreement, Client: (i) shall immediately return, destroy and erase all Confidential Information (as defined in Section 4.1); (ii) shall no longer access the Listenr Services; and (iii) shall not circumvent any security mechanisms contained therein.
 

D. Refunds. After the contract between the Client and Listenr is terminated, there are no refunds granted to the Client unless stated otherwise through a seasonal promotion.
 

E. Survival. Any provision of these Terms that by its nature is reasonably intended to survive beyond termination of these Terms shall survive.
 

Part 4 Confidentiality and Ownership

A. Ownership. Using the Listenr Services does not give you ownership of any intellectual or other property rights or interests in the Services or the content you access. You must not use any branding or logos used in the Services unless we have given you separate explicit written permission. You may not remove, obscure, or alter any legal notices displayed in or along with the Services. Unless you have explicit written permission, you must not reproduce, modify, rent, lease, sell, trade, distribute, transmit, broadcast, publicly perform, create derivative works based on, or exploit for any commercial purposes, any portion or use of, or access to, the Services (including content, advertisements, APIs, and software).

B. Premium Content. Listenr may provide content to the Client through its Listenr Service.  The Client has the right to view this content and the Client acknowledges that the exclusive Listenr content is non distributable to persons outside of the Listenr network (members, staff, admins).  Listenr content that may be distributed under the sole ownership of Listenr.

C. Non-Disclosure. The Client agree to not disclose any confidential Listenr Information to any person during or after the terms of this agreement.

D. Client Information. The Client gives Listenr permission to use information provided to Listenr from the Client to optimize the user experience while using the Listenr Services.

E. Privacy of the Client. Listenr shall use reasonable efforts to maintain the privacy of the relationship with the Client and agrees to use reasonable efforts to maintain the privacy of all communications and information disclosed by the Client, except in those situations where such confidentiality and privacy would violate the law, or jeopardize the well-being or safety of the Client or a third party, as determined in the sole discretion of Listenr.

F. Confidentiality. Client acknowledges that Listenr owns valuable trade secrets and other confidential information. Such information may include, without limitation, software code, routines, data, know-how, designs, inventions, manuals, documentation, curriculum, Moderatorating Materials (as defined in Section 4.4), the Content, any discussions or communications between a moderator and Client, any private or personally identifiable information of a moderator, and other tangible and intangible items, regardless of form, nature or media.  The Client also acknowledges that all conversation subjects in groups sessions will remain confidential to the members with in that group.

 

Part 6 Miscellaneous
 

A. Changes. Listenr can make changes to this contract at anytime.  Changes will be communicated to the Client through email, website notification, platform message or direct message.  Clients use of the Listenr Services and access to Exclusive Content may be subject to the acceptance of these changes made.  In the event the Client does not wish to continue use of the Listenr Services, the Client may end their payments by submitting written consent to Listenr.
 

B. Legal Fees. The Client agrees that in the event of a lawsuit to enforce this contract, both Listenr and the Client are responsible for their own legal fees and costs in prosecuting or defending any such lawsuit.
 

C. Assignment. Client shall not assign, sublicense or otherwise transfer all or part of the Confidential Information, grant others rights in all or part of the Confidential Information, or otherwise assign its rights or obligations under this agreement without the prior written consent of Listenr.
 

D. Governing Law. This agreement, the rights and obligations of the parties, and any claims or disputes relating to the agreement or the parties shall be governed by and construed in accordance with the laws of the State of Colorado without regard to the conflicts of law provision therein.
 

E. Recordings. In consideration of the Listenr Services provided hereunder, Listenr may, for quality control purposes: (a) record and use the name, likeness, and other personal characteristics and information of Client, (b) record, film, capture, and photograph any discussions with Client; or (c) use Client’s name, alias, likeness, appearance, voice, professional and personal biographical information, and all materials or media created by or on behalf of Listenr that incorporate any of the foregoing.

F. Venue. Any claim or controversy arising out of or relating to this agreement, or the breach thereof, shall have mandatory venue in Denver County, Colorado.
 

G. Force Majeure. Neither party shall be liable for any delay or failure to perform any contracted duty when such delay is caused by acts of God, war, strike, disaster, pandemics, governmental orders, or any similar cause beyond its commercially reasonable control. This provision shall not apply to Client’s obligation to pay any sums due under this Agreement, which shall continue unabated.
 

H. Severability. The provisions of this agreement are wholly separable and severable. Should any provision of this agreement be made or determined invalid or otherwise unenforceable, in whole or in part, by any federal, state, or local government or agency or a court or other tribunal of competent jurisdiction, then such invalid or unenforceable provision shall be limited to the minimum extent necessary so that the provisions of this agreement shall otherwise remain in full force and effect. Such invalidity or unenforceability shall not affect the validity or enforceability of the remaining contractual provisions, which shall be interpreted and construed in such a manner as to carry out fully the intention of the parties.

BY AGREEING TO THIS AGREEMENT AND/OR BY USING THE PLATFORM, YOU ARE ALSO AGREEING TO THE TERMS OF THE PRIVACY POLICY. THE PRIVACY POLICY IS INCORPORATED INTO AND DEEMED A PART OF THIS AGREEMENT. THE SAME RULES THAT APPLY REGARDING CHANGES AND REVISIONS OF THIS AGREEMENT ALSO APPLY TO CHANGES AND REVISIONS OF THE PRIVACY POLICY.

 

Third Party Content

The Platform may contain other content, products or services which are offered or provided by third parties ("Third Party Content"), links to Third Party Content (including but not limited to links to other websites) or advertisements which are related to Third Party Content. We have no responsibility for the creation of any such Third Party Content, including (but not limited to) any related products, practices, terms or policies, and we will not be liable for any damage or loss caused by any Third Party Content.

 

Disclaimer of Warranty and Limitation of Liability

YOU HEREBY RELEASE US AND AGREE TO HOLD US HARMLESS FROM ANY AND ALL CAUSES OF ACTION AND CLAIMS OF ANY NATURE RESULTING FROM THE COUNSELOR SERVICES OR THE PLATFORM, INCLUDING (WITHOUT LIMITATION) ANY ACT, OMISSION, OPINION, RESPONSE, ADVICE, SUGGESTION, INFORMATION AND/OR SERVICE OF ANY COUNSELOR AND/OR ANY OTHER CONTENT OR INFORMATION ACCESSIBLE THROUGH THE PLATFORM.

 

YOU UNDERSTAND, AGREE AND ACKNOWLEDGE THAT THE PLATFORM IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, NON-INFRINGEMENT, SECURITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. THE USE OF THE PLATFORM IS AT YOUR OWN RISK. TO THE FULLEST EXTENT OF THE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED. YOU UNDERSTAND, AGREE AND ACKNOWLEDGE THAT WE SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES.

 

YOU UNDERSTAND, AGREE AND ACKNOWLEDGE THAT OUR AGGREGATE LIABILITY FOR DAMAGES ARISING WITH RESPECT TO THIS AGREEMENT AND ANY AND ALL USE OF THE PLATFORM WILL NOT EXCEED THE TOTAL AMOUNT OF MONEY PAID BY YOU OR ON YOUR BEHALF THROUGH THE PLATFORM IN THE 12 MONTHS PERIOD PRIOR TO THE DATE OF THE CLAIM.

 

If the applicable law does not allow the limitation of liability as set forth above, the limitation will be deemed modified solely to the extent necessary to comply with applicable law.

 

This section (limitation of liability) shall survive the termination or expiration of this Agreement.

 

Your account, representations, conduct and commitments

You hereby confirm that you are legally able to consent to receive Services, or have the consent of a parent or guardian, and that you are legally able to enter into a contract.

 

You hereby confirm and agree that all the information that you provided in or through the Platform, and the information that you will provide in or through the Platform in the future, is accurate, true, current and complete. Furthermore, you agree that during the term of this Agreement you will make sure to maintain and update this information so it will continue to be accurate, current and complete.

 

You agree, confirm and acknowledge that you are responsible for maintaining the confidentiality of your password and any other security information related to your account (collectively "Account Access"). We advise you to change your password frequently and to take extra care in safeguarding your password.

 

You agree to notify us immediately of any unauthorized use of your Account Access or any other concern for breach of your account security.

You agree, confirm and acknowledge that we will not be liable for any loss or damage that incurred as a result of someone else using your account, either with or without your consent and/or knowledge.

 

You agree, confirm and acknowledge that you are solely and fully liable and responsible for all activities performed using your Account Access. You further acknowledge and agree that we will hold you liable and responsible for any damage or loss incurred as a result of the use of your Account Access by any person whether authorized by you or not, and you agree to indemnify us for any such damage or loss.

 

You agree and commit not to use the account or Account Access of any other person for any reason.

 

You agree and confirm that your use of the Platform, including the Counselor Services, are for your own personal use only and that you are not using the Platform or the Counselor Services for or behalf of any other person or organization.

 

You agree and commit not to interfere with or disrupt, or attempt to interfere with or disrupt, any of our systems, services, servers, networks or infrastructure, or any of the Platform's systems, services, servers, networks or infrastructure, including without limitation obtaining unauthorized access to the aforementioned.

 

You agree and commit not to make any use of the Platform for the posting, sending or delivering of either of the following: (a) unsolicited email and/or advertisement or promotion of goods and services; (b) malicious software or code; (c) unlawful, harassing, privacy invading, abusive, threatening, vulgar, obscene, racist or potentially harmful content; (d) any content that infringes a third party right including intellectual property rights; (e) any content that may cause damage to a third party; (f) any content which may constitute, cause or encourage a criminal action or violate any applicable law.

You agree and commit not to violate any applicable local, state, national or international law, statute, ordinance, rule, regulation or ethical code in relation to your use of the Platform and your relationship with the Counselors and us.

 

If you receive any file from us or from a Counselor, whether through the Platform or not, you agree to check and scan this file for any virus or malicious software prior to opening or using this file.

 

You will indemnify us, defend us, and hold us harmless from and against any and all claims, losses, causes of action, demands, liabilities, costs or expenses (including, but not limited to, litigation and reasonable attorneys' fees and expenses) arising out of or relating to any of the following: (a) your access to or use of the Platform; (b) any actions made with your account or Account Access whether by you or by someone else; (c) your violation of any of the provisions of this Agreement; (d) non-payment for any of the services (including Counselor Services) which were provided through the Platform; (e) your violation of any third party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right. This clause shall survive expiration or termination of this Agreement.

 

You confirm and agree to use only credit cards or other payment means (collectively “Payment Means”) which you are duly and fully authorized to use, and that all payment related information that you provided and will provide in the future, to or through the Platform, is accurate, current and correct and will continue to be accurate, current and correct.

 

You agree to pay all fees and charges associated with your Account on a timely basis and according to the fees schedule, the terms and the rates as published in the Platform. By providing us with your Payment Means you authorize us to bill and charge you through that Payment Means and you agree to maintain valid Payment Means information in your Account information.

 

If you have any concerns about a bill or a payment, please contact us immediately by sending an email to listenrllc@gmail.clom. We will evaluate your issue on a case by case basis and, at our discretion, take steps to resolve any issue, including but not limited to helping you find a new Counselor, extending your subscription at no cost to you, and issuing partial or full refunds when applicable.

 

Modifications, Termination, Interruption and Disruptions to the Platform

You understand, agree and acknowledge that we may modify, suspend, disrupt or discontinue the Platform, any part of the Platform or the use of the Platform, whether to all clients or to you specifically, at any time with or without notice to you. You agree and acknowledge that we will not be liable for any of the aforementioned actions or for any losses or damages that are caused by any of the aforementioned actions.

 

The Platform depends on various factors such as software, hardware and tools, either our own or those owned and/or operated by our contractors and suppliers. While we make commercially reasonable efforts to ensure the Platform’s reliability and accessibility, you understand and agree that no platform can be 100% reliable and accessible and so we cannot guarantee that access to the Platform will be uninterrupted or that it will be accessible, consistent, timely or error-free at all times.

Notices

We may provide notices or other communications to you regarding this agreement or any aspect of the Platform, by email to the email address that we have on record, by regular mail or by posting it online. The date of receipt shall be deemed the date on which such notice is given. Notices sent to us must be delivered by email to listenrllc@gmail.com.

 

Notice to California Residents:

The Board of Behavioral Sciences receives and responds to complaints regarding services provided within the scope of practice of (marriage and family therapists, clinical social workers, or professional clinical counselors). You may contact the board online at www.bbs.ca.gov, or by calling (916) 574-7830.

 

Important notes about our Agreement

This Agreement and our relationship with you shall both be interpreted solely in accordance with the laws of the State of Delaware excluding any rules governing choice of laws.

 

You irrevocably agree that the exclusive venue for any action or proceeding arising out of relating to this Agreement or our relationship with you, regardless of theory, shall be the U.S. District Court for the Northern District of California, or the state courts located in Santa Clara County in California. You irrevocably consent to the personal jurisdiction of the aforementioned courts and hereby waive any objection to the exercise of jurisdiction by the aforementioned courts. Nothing in this Agreement, including the choice of the laws of the State of Delaware, affects your statutory rights as a consumer to rely on the mandatory consumer protection provisions contained in the law of the country in which you live.

 

THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND US. YOU CONFIRM THAT YOU HAVE NOT RELIED UPON ANY PROMISES OR REPRESENTATIONS BY US EXCEPT AS SET FORTH IN THIS AGREEMENT.

 

We may change this Agreement by posting modifications on the Platform. Unless otherwise specified by us, all modifications shall be effective upon posting. Therefore, you are encouraged to check the terms of this Agreement frequently. The last update date of this Agreement is posted at the bottom of the Agreement. By using the Platform after the changes become effective, you agree to be bound by such changes to the Agreement. If you do not agree to the changes, you must terminate access to the Platform and participation in its services.

 

We may freely transfer or assign this Agreement or any of its obligations hereunder.

 

The paragraph headings in this Agreement are solely for the sake of convenience and will not be applied in the interpretation of this Agreement.

 

If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of this Agreement will remain in full force and effect.

 

To clear any doubt, all clauses regarding limitations of liabilities and indemnification shall survive the termination or expiration of this Agreement.


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