Terms of Service for Listeners, an application provided by Codehead Labs, LLC
Effective: September 25, 2017
Last updated: January 6, 2018
Codehead Labs, LLC (\"Codehead Labs\") is a limited liability company organized under the laws of the State of Wyoming, U.S.A., with a usual place of business located in the county of Honolulu, Hawaii.
These Terms of Service (\"Terms\") govern your access to and use of:
(1) Codehead Labs software and services made available through the website located at www.codeheadlabs.com (\"Website Services\"); and
(2) Codehead Labs software and services made available for your smartphone or tablet (\"Mobile Apps\"). The Website Services and Mobile Apps are collectively referred to herein as the \"Services.\"
BY ACCESSING OR USING THE SERVICES, YOU: (1) AGREE TO THESE TERMS ON BEHALF OF YOURSELF AND ANY ENTITY YOU REPRESENT; (2) REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY, RIGHT, AND CAPACITY TO ACCEPT AND AGREE TO THESE TERMS ON BEHALF OF YOURSELF AND ANY ENTITY YOU REPRESENT; AND (3) REPRESENT AND WARRANT THAT YOUR ACCESS TO OR USE OF THE SERVICES DOES NOT VIOLATE ANY UNITED STATES OR OTHER APPLICABLE LAWS OR REGULATIONS.
YOUR ACCESS TO AND USE OF THE SERVICES CONSTITUTES YOUR AGREEMENT TO ALL OF THESE TERMS. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
(1) In an effort to make this document more readable, we use some shorthand definitions as follows:
(a) \"Codehead Labs\", \"we\", \"us\", and \"our\" means Codehead Labs, LLC, which operates the Services;
(b) \"You\" means you, a user of the Services, whether you are a person or entity, and whether you are using the Services for yourself or on behalf of your employer;
(c) \"User\" means a user of the Services, whether a person or entity;
(d) \"Personally Identifiable Information\" means information-such as a person's name, address, telephone number, email address, or social security number-that can be used to uniquely identify an individual person;
(d) \"Website\" means our website located at www.codeheadlabs.com.
(1) If you have not attained the age of majority in your jurisdiction, you may access or use the Services only if:
(a) you are at least 13 years old and possess parental or legal guardian consent or are an emancipated minor; and
(b) you are fully and legally competent and able to enter into, abide by, and comply with these Terms.
(2) Additionally, regardless of your age, you may access or use the Services only if:
(a) you are not located in a country that is subject to a United States government embargo, or that has been designated by the United States government as a \"terrorist supporting\" country;
(b) you are not listed on any United States government list of prohibited or restricted parties; and
(c) you are fully and legally competent and able to enter into, abide by, and comply with these Terms.
3. Account Registration
(1) Account registration is required to use the Services. When registering an account, you will be asked to provide your phone number. This requested information is required for registration. You may not register an account unless you submit all required registration information.
(2) By registering an account with us, you represent and warrant that:
(a) you are eligible to access or use the Services as defined above;
(b) all registration information you submit is truthful and accurate to the best of your knowledge;
(c) and you will reasonably maintain the accuracy of such information.
4. Permitted Use
(1) Subject to these Terms, we grant you a non-exclusive, non-transferable license to access and use the Services in connection with, and solely for the purpose of, making and receiving phone calls through a temporary, virtual phone number provided by us.
(2) The foregoing non-exclusive and non-transferable license is referred to herein as the \"Permitted Use.\" The provision of the Services for the Permitted Use does not make either party an agent or a partner of the other party, and does not make you the owner of any temporary, virtual phone number assigned to you in connection with the Services.
5. Restrictions and Account Termination
(1) Your license to access and use the Services for the Permitted Use is subject to the following additional restrictions:
you agree that you will not to use the Services, and nor will you direct or permit others to use the Services, to transmit or attempt to transmit content that:
(a) infringes the intellectual property or other proprietary rights of any party;
(b) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, excessively violent, or hate speech;
(c) contains software viruses or any other computer code, files, or programs designed to interrupt, disrupt, or destroy any computer software, hardware, or telecommunications equipment;
(d) constitutes unsolicited or unauthorized advertising, promotional materials, \"junk mail,\" or \"spam\";
(e) violates any contractual or fiduciary duties held by you; or
(f) in the sole judgment of Codehead Labs, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which actually or potentially exposes Codehead Labs, its business partners, or Users to harm or liability of any type.
(2) You agree that you will not to use the Services, and nor will you direct or permit others to use the Services,
(a) in violation of any applicable local, state, national, or international law, or any regulations having the force of law, or in furtherance of any criminal activity, enterprise, or conspiracy;
(b) to impersonate any person or entity, or otherwise misrepresent your affiliation with any person or entity;
(c) to solicit personal information from anyone under the age of 18;
(d) to place \"911\" or other emergency calls;
(e) to create a false Caller ID header;
(f) from a mobile phone, landline phone, computer, tablet, or other device to which you do not have rightful access, control, and/or ownership; or
(g) in a manner that materially impairs our ability to provide the Services to other Users, including without limitation any impairment caused by excessive use of the Services by you.
(3) You agree not to, and nor will you direct or permit others to,
(a) port any virtual phone number assigned to you in connection with the Services to another service provider;
(b) except to the extent otherwise allowed by these Terms, you agree not to copy, reproduce, republish, redisplay, post, or transmit the Services, in whole or in part, in any form or by any means;
(c) access or use, nor attempt to access or use, the Services by means other than the interfaces provided or sanctioned by us;
(d) disassemble, make derivative works of, reverse compile, or reverse engineer the Services, in whole or in part;
(e) access or use the Services for the purposes of building a similar or competing service;
(f) license, sublicense, assign, transfer, sell, lease, rent or otherwise commercially exploit the Services, in whole or in part;
(g) create, upload, transmit, or distribute any software intended to damage the Services;
(h) post violent, rude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive photos or other content via the Service;
(i) disrupt, interfere with, or attempt to gain unauthorized access to, disrupt, or interfere with the Services, or the servers or networks connected thereto; and
(j) remove, obscure or otherwise alter any proprietary rights notices, including copyright or trademark notices, that are used or displayed in connection with the Services
(4) You are solely responsible for communications and content you choose to send and receive through the Services.
(5) We reserve the right, at our sole discretion, to review and monitor usage of, investigate, take legal action against, report to authorities, remove unlawful content received or transmitted by, and/or suspend or terminate the account of, any User who we in good faith believe has violated or will violate the foregoing restrictions.
(6) Any credits remaining on accounts that have been terminated in accordance with the foregoing clause are non-refundable.
6. \"911\" or Other Emergency Calls Unavailable
Codehead Labs does not offer \"911\" or other emergency calling in connection with the Services. You acknowledge and agree that the Services are not a substitute for traditional telephone services designed to support \"911\" or other emergency calling, and that you will not rely on the Services for \"911\" or other emergency calling capability. You further acknowledge and agree that when employing the Services for the Permitted Use, you will at all times have available additional mobile or landline phone services that support \"911\" or other emergency calling.
7. General Service Limits
You acknowledge and agree that Codehead Labs may establish general limits applicable to the Services (\"General Service Limits\"), including without limitation a maximum period of time that a particular virtual phone number or other content will be retained by or available through the Services, and the maximum server storage space allocated to each User. We are not responsible for, and may not be held liable for, any unavailability of the Services, deletion of data, or failure to store data, due to General Service Limits.
8. Payments, Fees, and Costs
(1) You acknowledge and agree that the Services are provided to you at fee rates set forth in the Services. You agree to pay all such fees when due in accordance with the terms set forth to you through the Services and our Website.
(2) You acknowledge and agree that you are responsible for paying all charges, including but not limited to any local, long distance, toll-free, roaming, and/or directory assistance charges made by your phone service carrier (\"Carrier\"), and all taxes and surcharges imposed on either you or us, as a result of your use of the Services.
(3) Any credits purchased for the use of Services are non-refundable.
9. No Storage Obligations
The provision of the Services for the Permitted Use does not obligate us to store your voicemails, sent or received calls, or other content or information transmitted through the Services. You acknowledge and agree that we have no responsibility or liability to you for the failure to store, or the deletion of, any voicemails, sent or received calls, sent or received messages, or other content or information transmitted through the Services.
10. Modification of Services
(1) We reserve the right, at our sole discretion, to modify, suspend, alter fee rates, or discontinue the Services, or any part thereof, including without limitation any General Service Limits applicable to you, at any time, with or without notice to you.
(2) You acknowledge and agree that we will not be liable to you or to any third party for any expenses or damages, including consequential or special damages, allegedly resulting from suspension, modification, altered fee rates, or discontinuance of the Services, or any part thereof.
11. Account Security
(1) We employ industry-standard practices to protect the integrity and security of your account. However, we cannot guarantee that unauthorized third parties will not be able to defeat our security practices and access your account or personal information. You acknowledge and agree that you access and use the Services, and provide your personal information, at your own risk.
(2) You agree to promptly notify us concerning any unauthorized use, breach of security, or suspected unauthorized use or breach of your account. You agree to keep your account login information confidential and not access or use another User's account without his or her express permission. We are not liable for any loss or damage arising from your failure to comply with these requirements.
12. Services Phone Number or Device Transfer
(1) In the event you transfer a phone number, smartphone, computer, tablet, or other device on which you access the Services to a new owner, your access and right to use the Services in connection with the transferred phone number or device automatically terminates.
(2) If the new owner wishes to use the Services, he or she must promptly register for a separate account with us and must agree to these Terms as a condition to his or her access to or use of the Services in connection with the transferred Device. The new owner has no right to access or use the Services under your account, and you agree not to direct or permit the new owner to access or use the Services under your account.
(3) You acknowledge and agree that it is your obligation as a User of the Services to undertake the steps necessary to transfer existing app assets from one phone number or device to another.
(4) If you choose to terminate your account, you may do so by request through the application's interface. Any credits remaining on your account will be liquidated and non-recoverable.
13. Software Updates and Application Changes
(1) We may from time to time develop patches, bug fixes, updates, and upgrades to improve the performance of the Services (\"Software Updates\").
(2) You acknowledge and agree that you may be required to install Software Updates, and that Software Updates may be automatically installed on your behalf, in order to continue accessing or using the Services.
(3) If you do not want required Software Updates, your sole remedy is to stop using the Services.
14. Intellectual Property
(1) Codehead Labs respects the intellectual property rights of others. It is our policy to respond promptly to any claim that Content discussed on the Service infringes the copyright or other intellectual property infringement (\"Infringement\") of any person. We will use reasonable efforts to investigate notices of allege Infringement and will take appropriate action under applicable intellectual property law and these Terms where it believes an Infringement has taken place, including removing or disabling access to the Content claimed to be infringing and/or terminating accounts and access to the Service.
(2) You acknowledge and agree that all intellectual property used or displayed in the Services, including any copyrights, patents, trademarks, logos, service marks, and trade secrets (collectively, the \"Intellectual Property\"), is owned by Codehead Labs or its licensors. The provision of the Services for the Permitted Use does not transfer to you or to any third party any right, title, or interest in the Intellectual Property. Codehead Labs and its licensors reserve all rights in their respective Intellectual Property. You are not permitted to use any trademarks, logos, or service marks displayed or used in the Services without the prior written consent of each respective rights holder.
15. Idea Submissions
You may choose to submit, or we may invite you to submit, comments, suggestions, designs, or ideas about existing or potential Codehead Labs products or services (collectively, \"Idea Submissions\"). You agree that regardless of any representations you make at the time of disclosure or at any time thereafter, any Idea Submissions you make are voluntary, gratuitous, without restriction, and will not place us under any fiduciary or other obligation. You further agree that we are free to disclose your Idea Submissions and use your Idea Submissions without any obligation to compensate you.
16. Third Party App Store Providers
(1) You acknowledge and agree that the availability and usability of the Services may be dependent on certain third party service providers that operate platforms from which you download and operate the Services, including without limitation the Google Play from Google, Inc. and the App Store from Apple, Inc. (collectively, \"App Store Providers\").
(2) You acknowledge and agree that these Terms are between you and Codehead Labs and not with any App Store Provider. App Store Providers may have their own terms and conditions to which you must agree before downloading and using apps, including the Mobile Apps. You agree to comply with, and your right to access or use the Services is conditioned upon your compliance with, any applicable App Store Provider terms and conditions. To the extent App Store Provider terms and conditions are less restrictive than or otherwise conflict with these Terms, the conflicting provisions in these Terms apply with respect to your access to and use of the Services.
17. Carrier and Other Third Party Providers and Equipment
(1) In order to access or use the Services, you must have a Carrier and Carrier-provided phone number.
(2) You acknowledge and agree that your access to and use of the Services requires use of Carrier-provided voice minutes and data plans, and that fees, service charges, per-minute usage and other charges may be assessed by your Carrier for calls made or received through the Services.
(3) You further acknowledge and agree that the availability and usability of the Services may be dependent on other third party providers and equipment, including without limitation your Internet service provider (\"ISP\"), your computer, your phone, your mobile device, your home wiring, your power sources, and other related equipment (collectively, the \"Equipment\").
(4) You acknowledge and agree that you are solely responsible for all fees charged by your Carrier, ISP, Equipment providers, or other third party providers in connection with your access to and use of the Services. We are not responsible for poor reception, limited service, no service, dropped calls, or any other Carrier issues.
18. Third Party Websites
The Services may contain links to third party websites (\"Third Party Websites\"). Third Party Websites are not under our control. We provide these links as a convenience and do not monitor, review, approve, endorse, warrant, or make any other representations with respect to Third Party Websites.
19. WARRANTY DISCLAIMERS; SERVICES AVAILABLE \"AS IS\"
(1) YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED TO YOU ON AN \"AS-IS\" AND \"AS-AVAILABLE\" BASIS. CODEHEAD LABS AND ITS LICENSORS AND SUPPLIERS DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL WARRANTIES WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.
(2) CODEHEAD LABS AND ITS LICENSORS AND SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES: (a) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
(b) WILL BE COMPATIBLE WITH YOUR SOFTWARE, COMPUTER, MOBILE DEVICE, PHONE, OR OTHER HARDWARE;
(c) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS;
(d) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR
(e) WILL BE ACCURATE OR RELIABLE.
(3) NO REPRESENTATION, ADVICE, OR INFORMATION OBTAINED BY YOU FROM CODEHEAD LABS OR THOUGH THE SERVICES WILL CREATE ANY WARRANTY WITH RESPECT TO THE SERVICES.
20. RELEASE FROM LIABILITY
(1) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO RELEASE CODEHEAD LABS, ITS EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, SHAREHOLDERS, REPRESENTATIVES, CONSULTANTS, SUPPLIERS, AND DISTRIBUTORS FROM RESPONSIBILITY, LIABILITY, CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, ACTUAL AND CONSEQUENTIAL, KNOWN AND UNKNOWN, PAST AND FUTURE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE FOLLOWING:
(a) THIRD PARTY CONDUCT, INCLUDING WITHOUT LIMITATION THE CONDUCT OF USERS, APP STORE PROVIDERS, THIRD PARTY WEBSITE OWNERS, CARRIERS, ISPs, EQUIPMENT PROVIDERS, AND OTHER THIRD PARTY PROVIDERS;
(b) DISPUTES BETWEEN YOU AND OTHER USERS;
(c) DISPUTES CONCERNING ANY USE OF OR ACTION TAKEN USING YOUR CODEHEAD LABS ACCOUNT OR THE SERVICES BY YOU OR A THIRD PARTY;
(d) CLAIMS RELATING TO THE UNAUTHORIZED ACCESS TO, USE OF, OR ALTERATION OF THE SERVICES, YOUR CODEHEAD LABS ACCOUNT, OR ANY DATA STORED UNDER OR RELATING TO YOUR CODEHEAD LABS ACCOUNT; AND
(e) CLAIMS RELATED TO YOUR OR ANY THIRD PARTY'S PLACEMENT OF, OR ATTEMPT TO PLACE, \"911\" OR OTHER EMERGENCY CALLS VIA THE SERVICES.
(2) IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY EXPRESSLY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (\"SECTION 1542\") IN CONNECTION WITH THE FOREGOING RELEASE.
(3) SECTION 1542 STATES: \"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.\"
21. LIMITATION OF LIABILITY
(1) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CODEHEAD LABS, ITS EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, SHAREHOLDERS, REPRESENTATIVES, CONSULTANTS, SUPPLIERS, AND DISTRIBUTORS SHALL NOT BE LIABLE FOR:
(a) ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER;
(b) LOSS OF PROFITS, DATA, REVENUE, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES;
(c) DAMAGES RELATING TO YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICES; AND/OR
(d) DAMAGES RELATING TO ANY CONDUCT OF ANY THIRD PARTY USING THE SERVICES, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCOUNT ACCESS OR OTHER ILLEGAL CONDUCT.
(2) THIS LIMITATION OF LIABILITY APPLIES TO ALL CLAIMS, WHETHER BASED ON CONTRACT, TORT, WARRANTY, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT CODEHEAD LABS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND WHETHER OR NOT A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
(3) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CUMULATIVE LIABILITY OF CODEHEAD LABS AND ITS EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, SHAREHOLDERS, REPRESENTATIVES, CONSULTANTS, SUPPLIERS, AND DISTRIBUTORS FOR ANY CLAIM ARISING FROM OR RELATED TO THE SERVICES SHALL IN NO EVENT EXCEED THE FEES ACTUALLY PAID BY YOU TO CODEHEAD LABS OR CODEHEAD LAB'S AUTHORIZED RESELLER FOR THE SERVICES IN THE 12 MONTHS IMMEDIATELY PRIOR TO ACCRUAL OF THE APPLICABLE CLAIM.
(4) THIS LIMITATION IS CUMULATIVE AND IS NOT INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM.
(5) CODEHEAD LABS DISCLAIMS ALL LIABILITY OF ANY KIND WITH RESPECT TO CODEHEAD LAB'S LICENSORS AND SUPPLIERS.
(1) YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD CODEHEAD LABS, ITS SUBSIDIARIES, AFFILIATES, SUPPLIERS, AND LICENSORS, AND EACH OF THEIR RESPECTIVE EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, AND ASSIGNS (COLLECTIVELY, THE \"INDEMNIFICATION PARTIES\") HARMLESS FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, DEMANDS, SUITS, AND ACTIONS, INCLUDING ANY RELATED LIABILITIES, DAMAGES, OBLIGATIONS, PENALTIES, FINES, LOSSES, JUDGMENTS, SETTLEMENTS, EXPENSES, INCLUDING ATTORNEYS' AND ACCOUNTANTS' FEES AND DISBURSEMENTS, AND COSTS INCURRED BY, BORNE BY, OR ASSERTED AGAINST THE INDEMNIFICATION PARTIES TO THE EXTENT SUCH CLAIMS IN ANY WAY ARISE OUT OF OR RESULT FROM YOUR ACCESS TO OR USE OF, OR YOUR ABILITY OR INABILITY TO ACCESS OR USE, THE SERVICES, OR YOUR VIOLATION OF THESE TERMS.
(2) WE RESERVE THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY AN INDEMNIFIED PARTY AND YOU AGREE TO COOPERATE WITH THE DEFENSE OF SUCH CLAIMS.
(3) YOU FURTHER AGREE THAT YOU WILL NOT TO SETTLE ANY SUCH CLAIM WITHOUT OUR PRIOR WRITTEN CONSENT.
23. Governing Law
These Terms are made under, and any and all claims or disputes related to or arising from these Terms or your access to or use of the Services shall be governed and enforced in accordance with the laws of the State of Wyoming, U.S.A., without giving effect to any conflict of laws principles that would cause the laws of another jurisdiction to be applied.
24. Binding Arbitration
(1) Except for claims relating to our Intellectual Property, which may be brought in any court of competent jurisdiction without the posting of a bond, you acknowledge and agree that any claim or dispute related to or arising from these Terms or your access to or use of the Services shall be finally settled on an individual basis through binding arbitration conducted by the Judicial Arbitration and Mediation Service, Inc. (\"JAMS\") at a location mutually agreed upon by the parties, or, in the event the parties are unable to agree on a location for the arbitration, at a location chosen by JAMS.
(2) You acknowledge and agree that the arbitration shall be conducted in accordance with, as applicable, either the JAMS Streamlined Arbitration Rules & Procedures or the JAMS Comprehensive Arbitration Rules & Procedures and shall, at our exclusive choice and discretion, be conducted in person, telephonically, online, or solely based on written submissions.
(3) The procedure for initiating an arbitration claim with JAMS is explained at www.jamsadr.com.
(4) The arbitration shall be conducted in the English language and the arbitral decision shall be enforceable in any court of competent jurisdiction.
(5) Unless both you and Codehead Labs agree otherwise, the arbitrator shall not consolidate more than one person's claims, and shall not otherwise preside over any form of a representative or class proceeding. You acknowledge and agree that, by entering into these Terms, both you and Codehead Labs are each waiving the right to a trial by jury, appeal, and to participate in a class action. The United States Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.
(6) In the event either the foregoing class action waiver or this arbitration provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void and you agree to submit to the personal jurisdiction of the summary courts of the Honolulu, Hawaii for the purpose of litigating any and all claims or disputes related to or arising from these Terms or your access to or use of the Services.
(7) Notwithstanding the foregoing, you or Codehead Labs may bring claims or disputes related to or arising from these Terms or your access to or use of the Services on an individual basis in the summary courts of Honolulu, Hawaii to the extent said claims or disputes are subject to the small claims limitations and procedures of such courts.
(8) This arbitration provision shall survive termination of these Terms.
25. Term and Termination
(1) These Terms remain in effect so long as you continue to access or use the Services, or until terminated in accordance with these Terms.
(2) If we believe in good faith that you may have violated or will violate these Terms, we may, at our sole discretion, with or without notice
(a) immediately suspend your right to access or use the Services; and/or
(b) immediately terminate these Terms.
(3) Upon termination of these Terms, your account and your license to access or use the Services automatically terminates.
26. Additional Guidelines
(1) Some features of the Services may be subject to additional guidelines, terms, conditions, or rules (collectively, \"Additional Guidelines\").
(2) Additional Guidelines, if any, will be communicated to you through the Services or our Website in connection with such features.
(3) All such Additional Guidelines are incorporated by reference into these Terms.
(2) You may also be given additional notice of such changes via an e-mail message or messaging through the Services.
(3) You acknowledge and agree that you accept any such changes by continuing to use the Services and all such changes automatically become effective 14 days after they are initially posted.
28. Legal Requirements
(1) Your account information, including Personally Identifiable Information, may be subject to legal requirements, including requirements to disclose account information to government authorities. We will disclose this information to law enforcement, or to comply with other legal requests, only when provided with facially sufficient and proper legal process.
(2) We may also disclose your account information, including Personally Identifiable Information, if we believe in good faith that disclosure is necessary to protect our rights, protect your safety or the safety of others, or investigate fraud or other crimes. In such instances, we will limit disclosure to that information which is necessary to accomplish the above purposes.
These Terms may not be assigned or otherwise transferred by you without our prior written consent. These Terms may be assigned by us without restriction and are binding upon any rightful assignee.
30. Open Source Software
(1) Some items included in the Services may communicate with separate open source software packages that are licensed separately under the GNU General Public License or other open source software licenses (collectively, \"Open Source Software\").
(2) These Terms do not restrict your right to copy, modify, and distribute Open Source Software we use, subject to the terms of the license applicable to the Open Source Software.
(3) When required by applicable licenses, we make Open Source Software and our modifications to it available to you upon written request to the mailing address listed below.
You acknowledge and agree that we may provide any required legal notices to you, at our sole discretion, via postal mail, email, or by posting of such notice to our Website or the Services. You agree to notify us about any claim or dispute you have regarding the Services, or these Terms by emailing us at email@example.com.
32. Non-U.S. Users
(1) In the event you access or use the Services from a location outside the United States, you agree and acknowledge that you are responsible for complying with any laws, regulations, or registration requirements in your jurisdiction that may impact your right to import, export, access, or use the Services.
(2) Information collected through the Services may be stored and processed on servers located in the United States and in such a case is subject to United States data protection, privacy regulations, and other laws that may be different than those of other countries.
(3) By accessing or using the Services outside the United States, you are consenting to transfer and processing of your personal information in the United States subject to United States law.
33. California Residents
If you are a California resident, you may report complaints to the Department of Consumer Affairs, Consumer Information Division by writing to them at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by phone at (800) 952-5210.
34. Entire Agreement and Severability
(1) These Terms and any Additional Guidelines incorporated by reference herein constitute the entire agreement regarding the Services between you and Codehead Labs.
(2) Except to the extent otherwise stated herein, if any provision of these Terms is held in whole or in part to be unenforceable for any reason, the remainder of said provision and all remaining provisions of these Terms are severable and remain in effect to the maximum extent permitted by applicable law.
35. Non-Waiver and Section Titles
Any failure by us to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles and line numbering in these Terms are for convenience only and have no legal or contractual effect.
36. DMCA Notice clause
(1) Listeners is a community built upon a trust that enables safe and open environment to share feelings and ideas.
(2) All parties using Listeners should have the confidence that the information they share with each other will not be exploited by the counter-party.
(3) The information shared with others within Listeners is covered by intellectual property rights.
(4) Codehead Labs respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, Codehead Labs will respond expeditiously to claims of copyright infringement committed using the Codehead Labs service if such claims are reported to Codehead Lab's Designated Copyright Agent identified in the sample notice below.
(5) If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Service by completing the following DMCA Notice of Alleged Infringement and delivering it to Codehead Lab's Designated Copyright Agent. Upon receipt of Notice as described below, Codehead Labs will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged user or content from the Service.
37. DMCA Notice of Alleged Infringement (\"Notice\")
(1) Identify the copyrighted work that you claim has been infringed, or - if multiple copyrighted works are covered by this Notice - you may provide a representative list of the copyrighted works that you claim have been infringed.
(2) Identify the material or link you claim is infringing (or the subject of infringing activity), including at a minimum, if applicable, the URL of the link or the exact location where such material may be found.
(3) Identify the details of the circumstances under which the copyrighted material was shared, including at a minimum, the approximate date and time that the copyrighted information was shared, and the characteristics of the interaction during which the copyrighted information was shared.
(4) Provide other details or credible information that can be used to connect the sharing of intellectual property with the exploitation of that intellectual property by the counter-party.
(5) Provide your company affiliation (if applicable), mailing address, telephone number, and, if available, email address.
(6) Include both of the following statements in the body of the Notice:
(a) \"I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).\"
(b) \"I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.\"
(7) Provide your full legal name and your electronic or physical signature.
(8) Deliver this Notice, with all items completed, to Codehead Lab's Designated Copyright Agent: firstname.lastname@example.org
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