As of the date hereof, LetMeHearYa will not charge You or attempt to collect any fees for your non-commercial use of the services affiliated with the Site. LetMeHearYa reserves the right, however, to change this policy at any time and to charge fees on a term basis for access to the Site and for your use of its basic services. LetMeHearYa will notify You of any policy changes regarding fees, and the amounts to be charged for access to the Site and use of its services, by posting such information on the Site.
With respect to your Broadcast and all other content that You provide for use on the Site, you grant LetMeHearYa a royalty-free, non-exclusive, perpetual right and license throughout the world to transmit, perform publicly, display publicly, perform digitally, distribute and syndicate your Broadcast and all of such content in whole or in part, for any and all purposes, to the extent permitted by law, and the right to grant to third parties the right to do any or all of the foregoing. Without limiting the foregoing provisions of this paragraph, LetMeHearYa shall have a royalty-free, exclusive, perpetual right and license throughout the world to transmit and permit its end users, and other internet web site operators and their end users, to access your Broadcast via the Site and any other web sites. LetMeHearYa shall not be liable for any unauthorized uses of your Broadcast by end users or any other third parties.
General Terms and Conditions. You acknowledge and agree that LetMeHearYa may: (i) serve banner advertisements, audio advertisements and other forms of advertisements and promotions in connection with your Broadcast or Host Channel; (ii) derive sponsorship revenue, commissions, syndication fees, and other forms of revenue based on or in connection with your Broadcast and/or Host Channel; (iii) include your user name and descriptions of your Broadcast and/or Host Channel in a directory on the Site and in promotions associated with the Site; and (iv) in cases where your Broadcast are performed via an audio player that has the ability to display visual material, display LetMeHearYa visual material simultaneously with the delivery of your Broadcast to the extent permitted by law. You agree not to block, delete or otherwise interfere with LetMeHearYa's ability to display advertising or sponsored content on, or related to, the Site and/or your Broadcast. You agree that LetMeHearYa has the right to place and conduct all advertisements, sponsorships and promotions in connection with your Broadcast and/or Host Channel, and to collect all forms of commissions and other revenue associated therewith, without compensation to you of any kind. The timing, frequency, placement and extent of advertising, sponsorships and promotions by LetMeHearYa in connection with your Broadcast and/or Host Channel is subject to change and shall be determined by LetMeHearYa in its sole discretion. You acknowledge and agree that unless LetMeHearYa agrees otherwise in a prior written agreement, You may not incorporate any advertising, or conduct any other paid sponsorship or promotional activities of any kind or nature, in or in connection with your Broadcast or Host Channel. In the event that You and LetMeHearYa enter into an agreement allowing you to secure sponsors and/or advertisers in connection with Your Broadcast and/or Host Channel, You will be entitled to collect commissions and revenues in connection with such sponsors and/or advertisers as agreed to by all parties. Advertisement Insertion.LetMeHearYa will display hyper-linked advertisements (”Ads”) on in connection with the transmission of your Broadcast, Host Channel and audio player, and/or will play audio advertisements before, during or after your live show, and/or will insert advertisements before, during or after your archived audio. Each time a user of the Site clicks on one of the Ads (”Ad Clicks”), or one of the Ads appears via a visual or audio impression served by LetMeHearYa (”Ad Impressions”), as applicable, you will be eligible to earn money. You acknowledge and agree that LetMeHearYa may embed or serve with any audio content: (i) advertisement insertion software provided either by LetMeHearYa (the “LetMeHearYa Ad Insertion Software”) or a third party; and (ii) third party and/or LetMeHearYa-provided hyper-linked Ads. LetMeHearYa uses the tag information and the LetMeHearYa Ad Insertion Software to track and measure Ad Clicks and Ad Impressions.
In addition to any other representations and warranties contained herein, You represent and warrant that:
Unless otherwise provided in this Agreement, any notices to LetMeHearYa under this Agreement shall be sent to firstname.lastname@example.org.
You agree to sign such other and further documentation as may be required by LetMeHearYa in its sole discretion to effectuate the grant of rights and releases contemplated herein. You further agree, promptly upon the request of LetMeHearYa, to produce any and all documents and other evidence related to your rights to create your Broadcast for transmission via the Site.
You understand and agree that the consideration specifically recited in this Agreement is the complete and total consideration due to You from LetMeHearYa, and You shall not look to LetMeHearYa for any compensation or further consideration of any kind.
This Agreement may be assigned by LetMeHearYa. LetMeHearYa may, without your consent, assign this Agreement to (i) a parent, subsidiary, affiliate, division or corporation controlling, controlled by or under common control with LetMeHearYa; (ii) a successor corporation related to LetMeHearYa by merger consolidation, bankruptcy reorganization or government action; or (iii) a purchaser of substantially all of LetMeHearYa's assets. In the event that such assignment occurs, LetMeHearYa, its successors, or assigns may terminate this Agreement by giving immediate written notice to You. Notwithstanding such termination, the indemnities, warranties and representations set forth herein shall remain in full force and effect.
The interpretation and enforcement of this Agreement shall be governed by the laws of the State of California, without regard to its conflicts of laws principles. You and LetMeHearYa agree that any and all disputes arising out of or related to this Agreement shall be resolved solely through binding arbitration pursuant to the provisions of this paragraph 12 and the then-current rules of the American Arbitration Association (to the extent not inconsistent with this paragraph 12). Any arbitration arising out of or related to this Agreement shall be held in Los Angeles County, California, before one independent arbitrator agreed upon by both parties. Any arbitration will be final and binding, and the arbitrator's order will be entered and enforceable in any court of competent jurisdiction. The arbitrator will be chosen within thirty (30) days of the date that any issue is submitted to arbitration (the “Submission Date”), discovery (if any) will be completed within sixty (60) days after the Submission Date, the arbitration hearing will occur within ninety (90) days after the Submission Date, and the arbitrator must render his or her decision, in writing, within thirty (30) days after the conclusion of the arbitration hearing.
A. Notifications of any unlawful conduct, including, without limitation, copyright or other intellectual property infringement should be sent to LetMeHearYa's Designated Agent at email@example.com. In particular, if You are a copyright owner or an agent thereof and believe that any Broadcast or the content thereof infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (”DMCA”) by providing LetMeHearYa's Designated Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
B. Counter Notifications should be sent to LetMeHearYa's Designated Agent at firstname.lastname@example.org. If you elect to send us a counter notice, to be effective it must be a written communication that includes the following (please consult your legal counsel or See 17 U.S.C. Section 512(g)(3) to confirm these requirements):
Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
Your sole remedy for any breach of this Agreement by LetMeHearYa shall be the commencement of an arbitration proceeding for money damages, if any. In no event shall you be entitled to injunctive or other equitable relief based on any act or omission of LetMeHearYa, or any breach of this Agreement by LetMeHearYa.
This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof. There are no understandings, agreements, conditions or representations, oral or written, express or implied, with reference to the subject matter hereof, that are not merged herein, expressly referenced herein, or superseded hereby.
Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise between You and LetMeHearYa.
The provisions of this Agreement are independent of each other and the invalidity of any provision or a portion thereof shall not affect the validity or enforceability of any other provision. In the event that any particular provision is found to be invalid or unenforceable, such provision shall be deemed to have been replaced with a valid and enforceable provision that approximates as closely as possible the intent of the parties as reflected in the original provision.
Any delay or failure on the part of LetMeHearYa to enforce any rights hereunder to which it may be entitled shall not be construed as a waiver of the right and privilege to do so at any subsequent time.
You indemnify and hold harmless LetMeHearYa, and the officers, directors, employees, partners, principals, agents and representatives of LetMeHearYa, from, against and in respect of any and all demands, claims, actions, causes of action, liabilities, losses and expenses, including reasonable attorneys' fees, arising out of or relating to (a) your participation in or use of the Site or any of the websites, facilities, software, transmission capabilities, or Services of LetMeHearYa; (b) any breach by You of any covenant, representation or warranty made by you in this Agreement; (c) any claims that your Broadcast or other use of the Site violates the intellectual property rights of any third parties, defames any third parties, constitutes impermissible hate speech or otherwise violates any rights of free speech or any other rights of any third parties; and (d) any portion of the content of any Broadcast created or hosted by You or under your authority, including the content that You generate as well as any content contributed in any manner by any guest or caller on any Broadcast created or hosted by you or under your authority. This defense and indemnification obligation will survive any termination of this Agreement and your use of the Site.
All provisions which must survive in order to give effect to their meaning shall survive any expiration or earlier termination of this Agreement, including, without limitation all of your representations, warranties and indemnification obligations.
THE SERVICES, PREMIUM SERVICES, INFORMATION, CONTENT, AUDIO TRANSMISSIONS OR OTHER DATA OF ANY KIND OR NATURE MADE AVAILABLE AT THE SITE (COLLECTIVELY, “INFORMATION”) ARE PROVIDED “AS IS”, AND ALL REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS OR IMPLIED ARE DISCLAIMED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LETMEHEARYA MAKES NO WARRANTY, REPRESENTATION OR GUARANTY AS TO THE CONTENT, SEQUENCE, ACCURACY, TIMELINESS OR COMPLETENESS OF THE SITE OR THE INFORMATION OR THAT THE INFORMATION MAY BE RELIED UPON FOR ANY REASON. LETMEHEARYA MAKES NO WARRANTY, REPRESENTATION OR GUARANTY THAT USE OF THE SITE, THE SERVICES OR THE INFORMATION WILL BE UNINTERRUPTED, SECURE, VIRUS-FREE OR ERROR-FREE OR THAT ANY DEFECTS CAN BE CORRECTED. YOU SPECIFICALLY ACKNOWLEDGE THAT LETMEHEARYA SHALL NOT BE LIABLE FOR CONTENT SUBMITTED BY USERS OF THE SITE OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION, LETMEHEARYA SHALL HAVE NO LIABILITY FOR ANY LOSSES OR INJURIES, WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE, OR FOR ANY LOST PROFITS OR DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING, IN WHOLE OR IN PART, FROM: